Please read these terms of service (“Terms”) carefully as they contain important information regarding your legal rights, remedies, and obligations. This includes in particular, various limitations, exclusions and an indemnity. If you do not agree to these Terms, we will not licence use of this Platform to you and you must not use our Platform.

 

INTRODUCTION

Welcome to GoldXchange.sg. GoldXchange.sg is an online platform service provided by Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited (“us” or “we”) which, amongst other things, provides a place and opportunity for the sale of goods between merchants (“you” or “Merchant”) and consumers (“Users”) through our website (https://goldxchange.sg/) or mobile application (the “Platform”).

By signing up for a merchant account with us, you agree to comply with, and be legally bound by, the provisions of these Terms. These Terms govern your access to and use of the Platform, our services offered via the Platform or otherwise by us and any other software provided by us in connection with any of the foregoing (collectively, the “Services”).

We license use of the Platform to you based on these Terms. We do not sell the Platform to you and we remain the owner of the Platform at all times.

 

1.  GENERAL TERMS OF SERVICE

1.1     The provisions set out in these Terms govern your access to our Platform and your use of our Services and shall constitute a legally binding agreement between you and us. We may change such terms from time to time without prior notice. If you do not agree to such revised terms, you must stop using our Services.

1.2     Subject to you agreeing to abide by these Terms, we hereby grant to you a personal, non-exclusive, revocable and non-transferable licence to use our Services made available the Platform on these terms.

1.3     To access certain features of the Platform, you must provide us with certain mandatory and voluntary information as required for a successful registration., including but not limited to business profile of the company, proof of identification of the directors and details of bank account of the company. By registering an account with us and using the Platform, you confirm that:

(a)     you have read the terms set out in this agreement and agree to be bound by and comply with them; and

(b)     you are an authorised representative of the company and are 18 years old and above. We may ask for proof of ageyour identity before you canwe register for an account with us.

1.4     You shall be solely responsible for maintaining the confidentiality of your account, and you are responsible for all activities that occur under your account. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your account and we shall be indemnified against any loss or damages, including but not limited to the loss of profits suffered as a result of the mishandling or misuse of your account.

1.5     We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to the Platform or your account at any time, or remove or edit content (including content submitted by you) on the Platform or on any of our affiliatedplatforms or websites (including social media pages).

1.6     Unless otherwise agreed, you are not permitted to use, or submit any content to, our Platform or any of our affiliatedplatforms or websites (including social media pages) to advertise, promote or market any products or services of any third party or yourself.

1.7     We reserve the right to change, modify, suspend or discontinue any portion of the Services, Platform or any other products, services, affiliatedplatforms or websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties. Due to the nature of the internet, we do not guarantee the continuous and uninterrupted availability and accessibility of the Platform and/or the Services.

1.8     These Terms include and refer to the following additional terms, which also apply to your use of the Platform and which form part of this agreement:

(a)     Our Privacy Policy sets out our policy concerning the collection, use and disclosure of your personal data in compliance with the Personal Data Protection Act 2012 (No. 26 of 2012) (“PDPA”). By using our Platform, you consent to our collection, use and disclosure of your personal information in the manner set out in our Privacy Policy and you warrant that all personal data provided by you is accurate. Should you have any feedback or enquiries relating to your personal data, please contact our Data Protection Officer at support@goldxchange.sg.

(b)     Our Acceptable Use Policy sets out the permitted uses and prohibited uses of our Platform. When accessing and using our Platform, you must comply with this Acceptable Use Policy.

1.9     We reserve the right to, without any notice, explanation or liability and in our sole and absolute discretion carry out any of the following measures:

(a)     refuse or limit or suspend your access to the Platform (including access to your account with us) at any time;

(b)     remove or edit content (including content submitted by you) on the Platform or on any of our affiliatedplatforms or websites (including social media pages);

(c)     cancel any Services provided to you; or

(d)     take any civil actions, including without limitation a claim for damages and / or interim or injunctive relief.

 

2.  TERMS AND CONDITIONS OF LISTING

2.1     You are responsible for the maintenance of valid, up-to-date, accurate and complete information relating to the products and services offered by you, such ason the Platform, including but not limited to:description of your store, store locations, opening hours and contact information.

2.2     The contract for sale istakes place directly between you and a Useroffline and we are not a party to that or any other contract between you and a User. We accept no obligations in connection with any such contract. Parties to such transaction shall be entirely responsible for the sales contract between them, the listingsale and provision of goodsand/or services, and warranty of purchase.

2.3     By selling on the WebsiteBy listing your store on the Platform, you agree that you will:

(a)     comply with all applicable laws, regulation, and rules of any governmental agency, including any required labels and warnings;

(b)     resolve disputesrelating to the contract for sale directly with Users and other Merchants. We do not and are not obliged at any time to adjudicate any disputes;

(c)     be responsible for all costs and expenses arising out of carrying out the transactions contemplated herein;

(d)     conduct yourself in a manner that protects our integrity and the reputation of the Platform;

(e)     ensure that all its representatives, employees, contractors and agents are aware of and act in accordance with the terms of these Terms.

 

3.  PAYMENT OF SERVICE FEES

3.1     For each purchase by a User from your store pagetransaction which takes place via our Platform, you will be charged transactionservice fees which shall be equivalent to 1.5% of the transaction value (the “ServiceFees”).

 

4.  DISPUTES

4.1     If you have any complaint or feedback relating to the above or other transaction or service relating to our Platform, please contact us at support@goldxchange.sg with a detailed description and all relevant supporting documentation. We shall be entitled to request more information from you, including supporting documentation and photographic evidence.

4.2     Notwithstanding the above, we are not obliged at any time to adjudicate on any disputes between users of our Platform (whether they are Users, Merchants or otherwise).

 

5.  RESTRICTIONS

5.1     Except as expressly set out in these Terms or as permitted by any local law, you undertake not to:

(a)     violate or breach any applicable law or regulation in any relevant jurisdiction in your use of the Platform or the Services;

(b)     reproduce, copy, modify, adapt, alter, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, the Platform or any of the contents therein for any commercial or other purposes;

(c)     dilute, tarnish or otherwise harm our brand in any way, including through registering and/or using “GoldXchange.sg.com” or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to our domains, trademarks, taglines, promotional campaigns;

(d)     provide or submit any false or misleading information and/or documents to us, including (but not limited to) false names, date of birthregistration or incorporation of companies or otherpersonal data;

(e)     collect, use, disclose any personal data made available to you via the Platform or the Services for any purposes unrelated to the purchase of Products via the Platform, without obtaining the consent of the owner of such personal data and us;

(f)     retain any personal data of users where the purpose for which that personal data was collected is no longer being served by retention of the personal data, or where retention is no longer necessary for legal or business purposes;

(g)     distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes; or

(h)     endeavour to circumvent a suspension, termination, or closure of your account, including, but not limited to, creating a new account to circumvent an account suspension or closure.

5.2     You agree and acknowledge that any failure to comply with the restrictions set out in this paragraph 6, the Acceptable Use Policy or any other provisions of the Terms may result in us exercising our rights as set out in paragraph 1.9 of these Terms.

 

6.  INTELLECTUAL PROPERTY RIGHTS

6.1     You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than the right to use them in accordance with the terms of this agreement.

6.2     You acknowledge that you have no right to have access to the Platform in source code form.

6.3     You must not modify the paper or digital copies of any materials you have printed off or downloaded from the Platform in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

6.4     You must not use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from our licensors or us.

6.5     If you print off, copy or download any content on our Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

 

7.     UPLOADING CONTENT TO OUR PLATFORM

7.1     You irrevocably and unconditionally represent and warrant that any content uploaded by yourself to our Platform (the “Content”) complies with our Acceptable Use Policy and the PDPA.

7.2     By uploading or making available any content on the Platform or through our  Services (including the Products, Content and all associated intellectual property rights), or through our advertising or promotional campaigns, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such content for promotional or marketing purposes, for market research or assessment, or for the purpose of carrying out our obligations in these Terms and any other purpose expressly set out in these Terms or otherwise agreed between us.

7.3     We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in these Terms and any other purpose expressly set out in these Terms or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.4     We will not be responsible, or liable to any third party, for the content or accuracy of any content or data uploaded by you or any other user of our Platform.

7.5     We have the right to remove any posting you make on our Platform if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

 

8.  WARRANTY

8.1     While we make all efforts to maintain the accuracy of the information on the Platform, we provide the Services, Platform and all information, content, materials, products and other services included on or otherwise made available to you through the Services (the “Related Content”) on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing. You expressly agree that your use of the Services and the Platform is at your sole risk.

8.2     These Terms sets out the full extent of our obligations and liabilities in respect of the supply of the Services and the Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and the Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, the Platform, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

 

9.  LIMITATION OF LIABILITY

9.1     Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited and our subsidiaries, holding companies or ultimate holding company and any subsidiary of our ultimate holding company (as such terms are defined in the Companies Act 1967 of Singapore) and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns (collectively, our “Related Parties”) have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, the Platform or any other website or software) for:

(a)     any reputational harm suffered or arising from any rating or review provided by Users in respect of you or the Products;

(b)     loss of profits, sales, business, or revenue;

(c)     business interruption;

(d)     loss of anticipated savings;

(e)     loss or corruption of data or information;

(f)     cost of substitute products or services from the use of or inability to use the Services;

(g)     loss of business opportunity, goodwill or reputation; or

(h)     any incidental, special, indirect or consequential loss or damage.

9.2     Nothing in this agreement shall limit or exclude any party’s liability for:

(a)     death or personal injury resulting from negligence;

(b)     fraud; and/or

(c)     any other matter in respect of which any party is prohibited under applicable law from limiting or excluding liability.

9.3     You further acknowledge and agree that your access and use of our Services is dependent on third- party service providers such as internet, network, connectivity or other link providers. Your payment for any Product purchased via our Platform may be processed by third party payment system providers and we do not retain or process any such payment information. We cannot guarantee the security of such third-party payment system(s) or any payment data on the Platform, we are not responsible for any acts or omissions of any third parties and disclaims any and all liability in connection with the acts, omissions or defaults of such third parties. Without prejudice to the generality of the foregoing, we are not responsible for the results of any credit inquiry, the availability or performance of the Internet, your connection to the Internet or the actions or inaction of any other person or entity, including any internet service provider. By using the Platform, you expressly relieve us from any and all liability in connection with the acts, omissions or defaults of such third parties.

9.4     These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and access of the Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and access of the Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

10.  INDEMNITY

You agree to indemnify and hold us and our Related Parties harmless from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of the Platform, Services and/or any websites or software in relation thereto or otherwise, and whether under these Terms (including our Acceptable Use Policy), any laws or regulations or otherwise and / or violation of any rights of another person or entity by you.

 

11.  OTHER IMPORTANT TERMS

11.1     Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited may, at our sole and absolute discretion, assist with dispute resolution between its users. Should we choose to do so, you agree to cooperate and assist us in good faith, and to provide us with all requested information. Should you choose to submit any dispute to us to resolution and we agree to assist, you agree that any decision made by Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited shall be final, and you shall take such actions as may be directed by us following such decision.

11.2     Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited reserves the right, at our sole and absolute discretion, to modify these Terms from time to time so that our Services and policies are accurately reflected. While we will use our reasonable endeavours to notify you of any material changes to these Terms by email, you agree and acknowledge that it shall be your responsibility to review the Terms regularly. By continuing to use the Platform following the effective date of any modifications to these Terms, you shall be deemed to have accepted such modification. If you do not agree to any modifications, you must not use the Platform.

11.3     We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms. You may not, without our express consent in writing, transfer any of your rights or obligations under these Terms.

11.4     These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.

11.5     If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

11.6     We will not be liable by reason of any failure or delay in the performance of our obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

11.7     Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

11.8     Puregold.Sg pte Ltd, Puregold Singapore Pte Ltd and Puregold.sg UK Limited may provide you with a translation of the English language version of these Terms or any policies. In the event of any inconsistencies or discrepancies between the English language version and any other versions of the Terms and any policies, the English language version shall prevail.

11.9     These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by Singapore law. In the event of any such disputes or claims in connection with the Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim at support@goldxchange.sg. If such dispute or claim is not resolved within sixty (60) days, the parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore.