Transaction Services Agreement (the “Agreement”)
1. Application and Acceptance of Terms
1.1 Contracting Party. This Agreement is entered into between each Verified User and Marine Online (Singapore) Pte Ltd. (“MOL”) for use of the Transaction Services. “Verified User” shall mean registered users of the Platform that have been approved by MOL all necessary “know your customer” documentation or similar identification procedures in relation to the transactions contemplated in any orders under this Agreement.
1.2 Transaction Terms. MOL provides the Platform and ancillary services (“Transaction Services”) on which allows Verified Users 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. MOL 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.
1.4 Binding Agreement. This Agreement, including the Transaction Terms and the General Terms, form a legally binding agreement between you and MOL 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 of the terms of this Agreement.
1.5 Amendments. MOL 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 MOL.
1.6 Language. MOL 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.
1.7 MOL’s subsidiaries or Affiliates. Some of the Transaction Services may be provided/supported by MOL’s Subsidiaries or Affiliates. The term “Affiliate” shall mean with respect to any specified person or entity (a “Person”), any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person; and for the purposes of this definition, “control” (including the terms controlling, controlled by, or under common control with) means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, partnership or User interests, by contract or otherwise.
1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with MOL, its subsidiaries or 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.
1.9 Membership Services. This Agreement does not affect your agreement with us or any of MOL’s Subsidiaries or Affiliates (whichever is applicable)) concerning your subscription and use of the membership services of the Platform, unless otherwise stipulated in this Agreement or the relevant service agreement.
2. Transaction Services
2.1 Transaction Services. The Transaction Services are intended to facilitate Verified User of the Platform to place, accept, conclude, manage and fulfill orders for Products within the Platform (“Online Transactions”). MOL 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. MOL 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 MOL.
2.2 For Verified Users Only. MOL’s Transaction Services are only available to Verified User. 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 MOL and/or its Affiliates.
2.3 Types of Transactions. MOL’s Transaction Services are available to types of Online Transactions permitted by MOL only. 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 User.
2.4 Lawful Items. 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 MOL’s, including where applicable, any of its Subsidiaries of Affiliates 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 the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy which will be adopted from time to time; or
(c) may be in breach of other terms of this Agreement.
MOL 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.
2.5 Refusal or Cancellation of Transactions. In addition to clause 2.4, MOL 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 MOL’s credit and fraud control team, where MOL has reason to believe the Online Transaction is unauthorised, violates any law or may otherwise subject MOL to liability. MOL may also require Verified Members to provide additional information or verification for any Online Transaction that may be required by the bank regulatory authorities.
2.6 Payment and Other Services.
(a) MOL may, through its Subsidiaries or Affiliates or third party services providers, provide payment services for some Online Transactions (“Payment Services”). These Payment Services will enable Verified Users to make and/or receive Payment on the Platform for the Online Transactions.
(b) MOL may provide Buyer protection plans for certain Online Transactions. In case of Seller who has received an offer from MOL to subscribe to the buyer protection plan, upon entering into a separate agreement with MOL, its Subsidiary or affiliate, Seller may be required to provide deposits using the methods as designated by MOL on the Platform to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorize MOL to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to it under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and (i) Payment Services under clause 3.4 of the Payment Services Agreement and (ii) MOL Supplemental Services under clause 3.4 of the MOL Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees MOL will add guarantees for the seller on such Online Transactions within the scope of buyer protection plan. The guarantee service will be performed according to the agreement reached between the guarantee service provider and the Seller.
2.7 General powers. MOL 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 MOL in accordance with this Agreement and the relevant Transaction Terms. MOL 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 to the extent permitted or required by any applicable law.
2.8 MOL’s Records. In the event of any Dispute MOL’s records shall take precedence over any similar records submitted by a Verified User and save for any manifest error in MOL’s records, these shall be conclusive of any of the facts stated therein.
3. Transactions between Verified Users
3.1 Online Orders. Verified Users 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. MOL may cancel or refuse to process any Online Transaction which in MOL’s reasonable opinion, has insufficient information to constitute a legally-binding contract.
3.4 Online Transaction to be between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only and MOL shall not be a party to any Online Transaction. Despite providing the Platform for the Transaction Services and conducting reviews of Online Transactions, MOL does not represent either Seller or Buyer in any Online Transaction. MOL is not be responsible for the quality, safety, lawfulness or availability of the Products or 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 Users shall indemnify and hold harmless MOL, its Subsidiaries or Affiliates and/or its agents, where applicable, 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.
3.5 Payment of the price of Products. For any Online Transaction, the Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller either through the MOL website.. When using MOL’s online payment services to make for an Online Transaction, such payments may be processed through facilities belonging to MOL and/or a registered third party service provider acting on MOL’s behalf. The funds that are received for the Seller shall be in accordance with this Transaction Services Agreement. Accordingly, Seller agrees that the Buyer’s full payment to MOL of the price listed for the Online Transaction constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds .
In the case an Online Transaction adopts the Payment Services, the payment in connection with the Online Transactions concluded will be facilitated by MOL. MOL shall not dispose of any such payments except in accordance with the terms and conditions set out herein.
Notwithstanding the provision of Payment Services, MOL is not a bank and the Payment Services should in no way be construed as the provision of banking services. MOL is not acting as a trustee or fiduciary with respect to a Verified User’s funds and MOL does not have control of, nor shall it be liability for the Products that are paid for with the Payment Services. Accordingly, Verified Users agree to hold harmless and indemnify MOL and its Subsidiaries or Affiliates against any losses, claims, breach, liabilities or damages, whether direct or indirect, from the use of this Platform and MOL does not guarantee the identity of any Verified User nor shall it be liable to ensure that a Buyer or a Seller will complete a transaction on Platform.
3.6 Payment methods. The payment methods available on the Platform may be provided by MOL’s payment service partners (“PSP”). If there is any chargeback or reversal of any payment requested by a PSP, the Seller agrees that MOL has the right to refund the money so requested by the PSP without any by the PSP liability to the Seller. MOL, may, at the request of a Verified User, assist a Verified User in the event of any Dispute with a PSP. However, such assistance will be subject to additional fees.
3.7 Third-party vendor services. Verified Users 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 User and in doing so, the respective Verified Users shall hold harmless and indemnify MOL and its Subsidiaries or Affiliates against any losses, claims, breach, liabilities or damages, whether direct or indirect.
4. Service Fees
4.1 Service Fees. MOL shall have the right to charge service fees for the various Online Transactions according to the fee schedules published by MOL on the Platform as well as for any legally-binding transactions which may have originated on the Platform but are concluded outside the Platform. MOL 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 Users authorize MOL to deduct any service fees that are due and payable to MOL for any completed Online Transaction. MOL has no control over, and shall not be liable for any Products paid for with the Payment Services, neither shall MOL 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, MOL will send to the Verified User a service fee invoice by the end of each calendar month or such other date as determined by MOL. 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. MOL shall have the right to charge a late payment fee of 12% per annum (or the highest 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.
4.2 Waiver of service fees. MOL 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 MOL’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.
4.3 Third-party fees excluded. The service fees charged by MOL do not include any fees for any service or product that Buyer may acquire or purchase in connection with the Online Transaction. It shall be Buyer’s responsibility to settle the fees with such third party vendors, where applicable.
4.4 Taxes and other financial charges excluded. All fees charged by MOL exclude any taxes, duties or other governmental levies or any financial charges. The Verified User 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 and in accordance to all applicable laws, in addition to MOL’s service fees. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold MOL harmless from any taxes, costs and penalties arising from same. Increases, changes (including in application), adjustments or surcharges which may be incurred are for Buyer’s account. In the event that MOL is required by any applicable law to collect or withhold any taxes or duties, Verified Users shall indemnify and reimburse MOL for any such taxes or duties collected or withheld by MOL. Verified Users shall also be liable for any financial charges for remittance of funds, and MOL shall have the right to deduct such charges from the funds to be remitted. MOL 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.
4.5 Suspension/Termination Right – any order or contract shall be automatically terminated if an undisputed invoice is more than thirty (30) days past due. Unless otherwise prohibited by law, MOL may also terminate this Agreement immediately in the event of a material adverse change in the Buyer’s financial condition, including, but not limited to bankruptcy, insolvency, or liquidation. For the avoidance of doubt, should there be any costs or fees, whether direct or indirect, associated with the mobilization of goods and services by the Seller due to termination under this clause 4.5, the respective Verified Users shall hold harmless and indemnify MOL and its Subsidiaries or Affiliates against all such costs and fees incurred.
5. Verified Users’ Responsibilities
5.1 Provision of information and assistance. Verified Users 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 MOL effectively provide the Transaction Services. If the Verified User’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, MOL shall not be liable to the Verified User for any loss or damage arising from such failure.
5.2 Representations and Warranties. Each Verified User represents and warrants that each time it uses the Platform:
(a) 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；
(b) all information and material it provides in connection with the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) it will not use the Transaction Services to defraud MOL, other Verified Users or other users of the Platform; or engage in other unlawful activities (including but not limited to dealing in Products prohibited by law); and
(d) in the capacity of a Seller, it
- 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;
- has good title to the Products supplied to a Buyer and the Products meet the agreed description and specifications; and
- it will provide the services ordered with reasonable care and skill.
5.3 Breach. If, in MOL’s reasonable opinion, a Verified User does not act in good faith in the use of the Platform, abuses the Transaction Services, or is otherwise in breach of this Agreement, MOL shall have the right to cancel the relevant Online Transaction(s). MOL also reserves the right to temporarily suspend or terminate a Verified User’s use of some or all of the functionality of the Platform. MOL also reserves the right to (i) temporarily suspend the transaction functionalities of Verified User’s account with MOL. MOL may also publish its findings and other records regarding the breaches on the Platform without specifically identifying any Verified User.
5.4 Obligation to Pay Taxes. Each Verified User 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.
5.5 Feedback System. A Verified User shall not take any action which may undermine the integrity of MOL’s feedback system, such as providing false, positive feedback on itself or at the request of another Verified User or by providing false, unsubstantiated negative feedback on another Verified User or user of the Platform.
5.6 Indemnification. Each Verified User agrees to indemnify MOL, 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 User’s use of the Transaction Services or from its breach of this Agreement. MOL 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 MOL.
6.1 Confidentiality Obligations. You shall keep confidential all information provided by other Verified Users or MOL in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another User of the Platform or MOL 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.
7. Disclaimers and limitations
7.1 No warranty. Each Verified User 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 MOL makes no representation or warranty that the Transaction Services will be uninterrupted, timely or error-free. Furthermore, MOL makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided by any Verified User on the Platform. Each Verified User will be solely responsible for all consequences resulting from its to use or otherwise rely on such information. MOL 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.
7.2 Exclusion and limitation of liability. To the fullest extent permitted by law, MOL 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, loss of contract or loss of data, whether in contract, negligence, tort, equity or otherwise, arising from the use of or inability to use the transaction services, regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. The aggregate liability of MOL, its Subsidiaries or Affiliates and its agents in connection with the Transaction Services for any Online Transaction shall not in any event exceed the service fees charged by MOL or US$1,000, whichever is higher.
7.3 Limitation Period. 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.
8. Force Majeure
8.1 Force Majeure. MOL shall be liable to any Verified User 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 MOL 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, pandemic (including a virus outbreak), insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
9.1 Notices. Except as expressly stated otherwise, any notices to be served on MOL or a Verified User pursuant to this Agreement may be sent by email to (a) the address stated in a Verified User’s membership profile on the Platform or (b) to the address provided for contacting MOL as stated on the Platform, as the case may be.
10. Governing Law and Dispute Resolution
10.1 Governing law. 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.
10.2 Amicable negotiations. 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.
10.3 Commercial determination of disputes between Verified Users. Where a Dispute between Verified Users cannot be resolved within the timeframe pursuant to clause 10.2 above, the relevant parties agree to submit the Dispute to MOL for determination which, subject to clause 10.4, shall be final and binding on all parties concerned. Upon receiving notification of a Dispute, MOL may request any of the parties involved to provide supporting documents. MOL shall have the absolute discretion to accept or reject any supporting document. The role of MOL in this case shall be that of a mediator and any determination made by MOL 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, MOL shall have no liability to a Verified User and neither shall a Verified User have any recourse against MOL in connection any aspect of the determination process or with any determination made by MOL.
10.4 Objection to determination. If a Verified User is dissatisfied with MOL’s determination it may, by giving prior written notice to MOL and to the other interested parties that it will be referring the Dispute to the SIAC to be resolved by arbitration. A Verified User shall lose the right to refer the Dispute to arbitration if it does not give written notice that it objects to MOL’s determination within 7 days from the date of the determination.
10.5 Other Disputes. Any other Dispute between MOL and a Verified User 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 SIACin 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.
10.5 Indemnification. If in breach of clause 10.3, a Verified User starts arbitration or other legal proceedings against MOL, MOL, its officers and employees shall have the right to be fully indemnified by that Verified User 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.
11. Miscellaneous Terms
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and MOL 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.
11.2 Severability. 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.
11.3 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.4 No Waiver. Any failure by MOL 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.
11.5 Transfers. MOL 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. MOL may delegate certain of MOL rights and responsibilities under this Agreement to independent contractors or other third parties. Verified Users may not transfer this Agreement, either as a whole or in part, to any other Person.
11.6 Interpretation. 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).
11.7 Definitions. Capitalised words and phrases in this Agreement which have not already been defined above shall have the meanings as set out below:
“Agreement” means this Transaction Services Agreement.
“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.
“MOL” means Marine Online (Singapore) Pte Ltd, a company incorporated in Singapore (UEN 202029433C), 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.marineonline.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 User” means only those users of the Platform who have the right to buy and sell Products on the Platform.