Terms of Service

THESE TERMS OF SERVICE APPLY TO YOU WHEN YOU MAKE ANY PURCHASE OR PLACE ANY PRODUCTS FOR SALE THROUGH OUR SALES CHANNEL, INCLUDING THROUGH OUR WEBSITE. PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING.

TEORRA TERMS OF SERVICE

1. INTRODUCTION

The terms “we,” “us” and “our” refer to Teorra Pte Ltd. The terms “Website” or “Site” refers to https://teorra.com/ and https://www.teorra.info/ as well as our social media platforms linked on the Website including including (but not limited to) Instagram, Facebook, Twitter, YouTube and LinkedIn operated by us. The terms “you” and “your” refer to any holder of an account with Teorra (“Account Holder”), as a supplier to our marketplace (“Supplier”) and / or customer of the Products available on our Website (“Buyer”), whether personal or business entities, and include, but are not limited to, your agents, representatives, contractors, affiliates, and employees.

Thank you for choosing to use our Website which provides an online marketplace for goods and services including (but not limited to) sustainable packaging and ethical fashion. The Products and Services on our Website are offered for sale in accordance with Singapore law. It does not warrant that these Products and Services will satisfy the laws of any jurisdiction other than Singapore.

2. ACCEPTANCE OF THE TERMS

These Terms of Service (“Terms”) apply to all Suppliers, Buyers, and any party making a purchase on our Website, through our sales channel or by other methods. By engaging our Services, purchasing any products which are for sale on our Website (“Products”) and / or requesting information regarding the Products and / or our Services, you agree to have read and to be bound by these Terms without modification.

You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you at the time of your engagement.

We may change or amend the Terms at any time. Any changes to the Terms will be posted on our Website, and (if applicable) displayed at the time of your engagement, and will be effective when published unless otherwise stated. If you engage our Services or purchase the Products after the effective date of any changes, you therefore agree to comply with the changes and the updated Terms.

We take your privacy seriously and any information which you provide (knowingly or unknowingly) through your purchase is subject to our Privacy & Cookie Policy which is incorporated into these Terms. We do not sell or license your Personal Data to third parties for their own marketing or commercial purposes, unless you provide your express prior consent.

By purchasing a Product from our Website or engaging our Services, the Buyer is entering into a contract with us although this does not create a fiduciary relationship between us and the Buyer. For certain Products or Services, the Buyer may also be issued with a separate set of terms and conditions that will specifically govern those Products or Services in addition to the application of these Terms.

To engage in our Services or purchase Products from our Website, you must be 18 years or not considered a minor in your country of residence for the purposes of entering into a contract, whichever is older, and have the capacity to understand these Terms.

3. ACCOUNT HOLDER

We offer two types of accounts (each, an “Account”): (a) “Buyer Accounts” for Buyers purchasing Products through the Services, and (b) “Supplier Account” for Suppliers offering to sell and / or selling to third parties Products through the Services. Once you have successfully signed up as an Account Holder, you will receive a licence to access and use the Website for your own personal use (which may include commercial uses in the ordinary course of the Account Holder’s business).

By signing up as an Account Holder, you represent and warrant that:

• All registration and onboarding information you submit will be true, accurate, current, and complete.
• You will maintain the accuracy of such information and promptly update such registration information as necessary.
• You have the legal capacity and you agree to comply with these Terms.
• You are not a minor in the Republic of Singapore or the jurisdiction in which you reside.
• You will not access the Website or our Services through automated or non-human means, whether through a bot, script or otherwise.
• You will not use the Website for any illegal or unauthorized purpose.
• Your use of the Website or our Services will not violate any applicable law or regulation.
• You agree that we are not responsible for any misrepresentation by you as the Supplier or the Buyer.
• you agree to provide information which we may require pursuant to any subsequent due diligence as the Supplier or the Buyer, and to verify the accuracy of any information provided, subject to our Privacy & Cookie Policy.

We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, obsolete or incomplete. You are responsible for safeguarding your password and agree not to disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether authorised by you or not. You will immediately notify us of any unauthorised use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

4. PRICING AND PAYMENT TERMS

You may engage the Services or purchase the Products through our sales channel, on the Website or by other methods. Payment, at the amount agreed between the parties, must be received before the Service engagement can take place or the Product is delivered. We reserve the right to deduct a fee for the Services engaged and / or for the Products purchased, at an amount to be determined on each transaction at our sole discretion from time to time. In the event of a change to our fee (if applicable), you will be provided with at least 30 days’ prior written notice before the first transaction fee is deducted at the new amount. All amounts deducted are inclusive of taxes.

Any applicable tax, fees, charges or expenses (including as specified in this section (Pricing and Payment Terms)) is payable by you in accordance with our confirmation or agreement (as may be applicable) unless stated otherwise. The amount stated in the invoice which we will issue to you shall exclude any tax (including VAT or GST) payable. You acknowledge and agree that you are solely liable and responsible to pay any taxes which may be levied or imposed by any tax or other regulatory authority on the amount invoiced, and assume liability for payment for the full amount. You shall indemnify, defend and hold us harmless against any and all such (withholding or other) taxes, levies, duties, contributions, penalties and/or interest. You are solely responsible and liable for reporting and paying any such taxes, which shall be for your own account.

As a Buyer, you will provide accurate, current and complete personal data and other information which we may require, including prior to the completion of purchase of a Product. To confirm your purchase of the Products, you shall make advance payment in full of the stated purchase price payable upon receipt of our invoice or upon arriving at the payment page on the Website. Any fee which may apply to your transaction will be deducted by us upon confirmation of your Purchase order and receipt of your payment.

As a Supplier, you will not offer to sell / sell any Products at a price higher than the listed wholesale price of such Product, as may be offered on your or any other site or sales channel globally. You agree to arrange all delivery and / or shipping charges directly with the Buyer. Any fee which may apply to your transaction will be deducted by us in two equal installments: (i) upon confirmation of a Buyer’s order of your Product and our receipt of such payment, and (ii) prior to your delivery of the Product to the Buyer. Your failure to invoice us for the applicable amount may result in payments to you being delayed.

We are entitled to charge you, either as a Supplier and / or a Buyer, interest at the rate of 10% per annum, calculated daily for any due and payable amount owed to us which becomes overdue. Any costs we incur in taking steps to enforce payment terms against you will be recoverable and payable by you.

All payments due to us are to be paid to us by the available payment options, including (but not limited to) direct bank transfer, Stripe, PayPal, GPay and / or Apple Pay (“Payment Gateway Provider”). Once your full purchase price of a Product as a Buyer is received by us, we shall provide a receipt to you. Confirmation of how you will receive the Product purchased, terms of use and / or warranties (if any) will be sent to you directly by the Supplier.

If you elect to pay by credit card a surcharge levied by the Payment Gateway Provider will be payable and added to the final bill payment.

You shall familiarise yourself with, and agree to also be bound by, the applicable terms and privacy policy of the applicable Payment Gateway Provider.

5. SHIPPING

At the time of the Buyer’s purchase, the Buyer will confirm its express consent to receiving access to the Products or the Services instantly (if applicable). If the Buyer is sent a direct access or download link (whether to a Product or a Service) at the point of purchase, no refunds will be available.

The Seller shall be responsible for shipping all Products to the Buyer. Shipping costs may appear on the Buyer’s invoice, which shall be the actual shipping costs. The Seller shall charge shipping at cost, which may include shipping insurance for products which are fragile or of high value (to be agreed between the Seller and the Buyer).

Unless otherwise specified in writing, the Supplier shall remain the owner of any Products supplied to the Buyer until the Buyer has paid all amounts owed in full. The Products are at the Buyer’s risk as soon as they leave the applicable premises of the Supplier for delivery to the Buyer.

The Seller shall be responsible and liable for resolving issues relating to any failure of delivery of the Products to the Buyer or in the conditions of the Products received by the Buyer. The Seller is solely responsible for resolving any shipping issues, including for filing a claim with the applicable shipping provider and / or insurer.

We exclude all liability arising from the delivery and despatch of any Products, whether directly or indirectly and whether suffered by the Supplier or the Buyer. We reserve the right to deduct from the Seller’s payouts or charge the Seller any amounts corresponding to any damaged or missing Products, and to provide a refund to the Buyer at our sole discretion (subject to the terms in the next section (Returns, Cancellations and Refunds).

6. RETURNS, CANCELLATIONS AND REFUNDS

To qualify for refunds and prevent failed returns, the Buyer must adhere to our return policy as outlined in these Terms and that of the applicable Supplier. The Buyer and the Supplier may contact us directly through our communication channels regarding the Services.

Any damaged or defective Product received by a Buyer must be returned to the Supplier immediately upon discovery of such damage or defect. We exclude all liability arising from the receipt and / or further use of such damaged or defective Product which may arise, whether directly or indirectly, including where it may have been an inherent defect originating in a Product delivered by a Supplier to a Buyer or arising from the Buyer’s failure to immediately return such item to the Supplier.

Shipping and handling charges for returned Products are non-refundable. Buyers using a third-party shipping service are responsible for any duties, taxes and shipping costs that may occur, and liable for any damages from such third-party shipping service in returning a Product. We reserve the right to deny a refund if the returned Product does not meet our or the Supplier’s Product return requirements, including (but not limited to) those set out in these Terms.

If any applicable legislation implies any condition or warranty, and such legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed to be included, save that our liability will be limited to a breach of that condition or warranty to the following to be determined at our sole election:

• If the breach relates to Products, the replacement or repair of the Products, or payment of the cost of replacing the Product or of acquiring equivalent products all to be borne by the applicable Supplier;
• If the breach relates to Services, the resupply of the Services again or the payment of the cost of having the Services supplied again, which may be borne by the Supplier (as the case may be); or
• A full refund of the price paid for such Product or Service, subject to any refund terms provided by the Supplier.

7. DISCLAIMER

We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Product or the Service or on the Website is inaccurate at any time without prior notice (including after you have submitted your order).

We have made every effort to accurately represent the Products and Services provided on our Website. All information on the Website, including (but not limited to) any relating to the Products listed is prepared so that it is current as at the date of writing or recording. It should be noted that such information can become out of date and you must make your own assessment of the information and rely on it wholly at your own risk. We do not make any representations or give any warranties about its accuracy, reliability, completeness or suitability for any particular purpose.

Under no circumstances shall we be considered to be associated or affiliated in whatever manner with any trade or service marks, logos, insignia or other devices used or appearing on websites that link to this Website and/or any of the Website content, including that relating to any of the Products.

Any reviews which may be displayed on the Website are not intended to represent or guarantee that you will achieve the same or similar experience. We have not represented or warranted that a Product will match the description for the Product as listed on the Website. We have no obligation to you if the Product does not match any description or listing on the Website as we have no legal responsibility to verify the same.

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damages relating to revenue, profits, income, use, production, anticipated earnings or savings, contracts, commercial or business opportunities, or goodwill arising from any purchase you make of a Product.

The information that we display about the listed Products is based on information provided to us by our Suppliers (including but not necessarily limited to their manufacturers). As such, the Suppliers or their representatives are fully responsible for updating all rates, availability, description, pictures, Product and / or purchase conditions, return policies and other information which is displayed on the Website.

Although we will use commercially reasonable skill and care in performing our Services we will not verify if, and cannot guarantee that, all information is accurate, complete, correct or up to date, nor can we be held responsible for any errors (including manifest and typographical errors), interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the Website or otherwise), inaccurate, misleading or untrue information or non-delivery of information.

The Website does not constitute and should not be regarded as a recommendation or endorsement of (the quality, service level or rating of) any Product listed on it. We hereby expressly disclaim any representation, warranty or undertaking in relation to the quality, status or adequacy of any Product listed on the Website for the Buyer’s business’ specific needs.

8. NO WARRANTIES

All our Services and the Products are offered to you "as is where is" and on an "as available" basis, without warranty or condition of any kind.

While we use our best efforts and take reasonable steps to help you achieve your desired result, we make no guarantees or representations that the Products or our Services will meet your requirements or that you will achieve similar results as any of our other Buyers, clients or customers.

We will take all reasonable professional care to ensure that all details, descriptions, images of the Products (including those appearing on the Website) are correct at the time when the relevant information was entered onto the system. To the extent permitted by applicable law, we do not warrant that any details, descriptions, images of the Products are totally accurate, complete, reliable, current, or error-free.

Before submitting an order on the Website or any other form of sale, you will have an opportunity to review and edit all of the details for your order, including billing and shipping information, prior to confirming your purchase. In addition, you shall acknowledge and declare that you have read all the instructions provided during the checkout process and fully accept these Terms, including through a confirmation action on the Website (for example, by ticking a box).

To the extent permitted by law, any condition or warranty which would otherwise be implied into these Terms is hereby excluded.

9. INTELLECTUAL PROPERTY AND COPYRIGHT

The Products or Services offered to you are subject to copyright, trademarks and other forms of proprietary rights. The Products or Services are protected by copyright under the laws of the Republic of Singapore and subject to our rights (or those of our Suppliers, as may be the case) under applicable international treaties. Unless otherwise indicated, all rights to “Intellectual Property” (including copyright trademarks and other forms of proprietary rights) in our content, documents, materials, products and compilation of our Products or Services (including text, images, graphics, logos, button icons, video images, audio clips, podcasts and software) are owned or controlled by us for these purposes, and are reserved by us or our Suppliers.

We retain all rights, title and interest in and to the Products or Services and all related content. Nothing you do on or in relation to the Products or Services will transfer to you any of our or our Suppliers’ Intellectual Property, including but not limited to:

• Business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright.
• The right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
• System or process that is the subject of a patent, registered design or copyright (including an adaptation or modification of such a system or process).

You may not, without our prior written permission and the permission of any other third party rights owners (including, but not limited to, the Suppliers), broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the content or any third party content for any purpose. This prohibition excludes materials which are available for re-use or are in the public domain.

The Products or the Services may use free stock photography as part of design. All stock images used come with an irrevocable, non-exclusive copyright license to download, copy, distribute, use and / or modify the photos for free, including for commercial purposes. Use of said stock photography is permissible under applicable laws without permission from the photographer or attributing the work to the photographer.

Certain product and company names mentioned in the Products or our Services or material displayed on them may be intellectual property belonging to third parties (including, but not limited to, outher Suppliers). We do not warrant or represent that if you use such material, you will not infringe the legal rights of these third parties.

If you believe that your intellectual property rights are being violated or that any work which is your property has been reproduced in the Products or the Services the subject of these Terms or in any content in any way, you may notify us at hello@teorra.com. Please provide your name and contact information, the nature of your work and how you believe it is being violated, all relevant copyright and / or trademark registration information, the location i.e. URL of the violation, and any other information you reasonably believe is relevant.

10. LIMITATION OF LIABILITY

The total liability that we may owe to you from any cause whatsoever, will be limited to the lesser of your actual damages or the price paid to us for any Products purchased or Services contracted from us through any means.

In no event will we be liable for special, direct, indirect, consequential, or incidental damages, including but not limited to loss of profits, revenues, data, or damage to or loss from the use of the Products, damage to property, claims of third parties, including personal injury or death, suffered as a result of provision of the Products or Services whether at common law, under warranty, contract, tort (including negligence), in equity, pursuant to statute or otherwise, notwithstanding that we may have been advised of the possibility of such damages or losses.

All claims against us must be brought within one year after the cause of action arises, and we waive any statute of limitations which might apply by operation of law or otherwise, to the extent permissible.

11. INDEMNIFICATION

We do not in any way (directly or indirectly, independently or in conjunction with any party) own or hold possession of any of the Products displayed on our Website. Each Supplier is liable and responsible for supplying the Products and providing after-sale support directly to the Buyer.

You agree to indemnify and hold us and each of our officers, representatives, employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including legal fees, arising out of or relating to (i) your breach of these Terms, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Website, (iv) your use of the Products or Services that we may provide through any means, and (v) your conduct in connection with the Products or Services or with other users of the Products or Services. We reserve the right to assume the exclusive defence of any claim for which we are entitled to indemnification under this clause. In such an event, you shall provide us with such cooperation as we may reasonably request.

11. INDEMNIFICATION

We do not in any way (directly or indirectly, independently or in conjunction with any party) own or hold possession of any of the Products displayed on our Website. Each Supplier is liable and responsible for supplying the Products and providing after-sale support directly to the Buyer.

You agree to indemnify and hold us and each of our officers, representatives, employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including legal fees, arising out of or relating to (i) your breach of these Terms, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Website, (iv) your use of the Products or Services that we may provide through any means, and (v) your conduct in connection with the Products or Services or with other users of the Products or Services. We reserve the right to assume the exclusive defence of any claim for which we are entitled to indemnification under this clause. In such an event, you shall provide us with such cooperation as we may reasonably request.

12. LAWFUL USE ONLY

Our Services and Products shall be purchased for lawful purposes only. You agree to use our Products and / or Services for legitimate and non-commercial purposes only. In engaging our Services and using our Products you shall not introduce any material which violates or infringes our rights or those of others, or material that is threatening, abusive, defamatory, profane, obscene, invasive, or which may reasonably incite or induce criminal or illegal activity or that would give rise to civil liability or otherwise breach any law.

13. NO CIRCUMVENTION

As a Buyer, you acknowledge and agree that you will:

• Place all orders for a Product through the Services for any Products that you are first introduced to through the Services.
• Not influence Suppliers, or otherwise misuse our Website process or the Services, by transacting orders directly with Suppliers you were introduced to through the Services outside of our Website and / or the Services; and
• Not attempt, facilitate or create business relationships with any Supplier, including (but not limited to) by using any contact details of the Supplier which has or may have the effect of circumventing (whether directly or indirectly) the Services which we provide with the result of frustrating or obstructing us from realising a profit, fees or otherwise.

As a Supplier, you acknowledge and agree that you will:

• Display all Products and deal with all Buyers that you are first introduced to through the Services solely on our Website and / or through the Services.
• Not influence Buyers, or otherwise misuse our Website process or the Services, by transacting orders directly with Buyers you were introduced to through the Services outside of our Website and / or the Services and
• Not attempt, facilitate or create business relationships with any Buyer, including (but not limited to) by using any contact details of the Buyer which has or may have the effect of circumventing (whether directly or indirectly) the Services which we provide with the result of frustrating or obstructing us from realising a profit, fees or otherwise.

Failure to comply with this provision may result in the temporary suspension or permanent termination of your Account and your ability to continue to access our Website. We shall be entitled to all commissions and / or fees which we could have otherwise earned from both the Supplier and the Buyer.

We reserve all our rights to bring a claim for any such breach by you for any damage, loss, cost and / or expense which we may suffer, notwithstanding any delay or failure to act on our part which shall not constitute a waiver of our rights.

This term shall apply regardless of whether the circumvention results in a successful business relationship between the parties involved.

14. CONFIDENTIALITY

As a condition of accessing and using the Services, each of the Supplier and Buyer agrees:

• Not to share any contact details obtained from the Website or through the Services, including email addresses and phone numbers (the “Confidential Information”), with any other party (whether directly or indirectly).
• Keep the Confidential Information secret and confidential.
• Not use or apply the Confidential Information in any way except as part of the Services.
• Not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person;
• Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary to use the Services. Any such copies, reductions to writing and records shall be our property or the third party who owns such Confidential Information;
• Not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business; and
• Inform us immediately on becoming aware, or suspecting, that Confidential Information has been disclosed to, or otherwise obtained by, an unauthorised third party.

Each of the Supplier and the Buyer shall establish and maintain adequate security measures (including any reasonable security measures which we may propose from time to time) to safeguard the Confidential Information from unauthorised access or use. We reserve the right to temporarily suspend or permanently terminate your Account and your ability to continue to access our Website in the event of your failure to adhere to the obligations of this section (Non-disclosure).

Notwithstanding that the Supplier and the Buyer may have returned or destroyed the Confidential Information, each of the Supplier and Buyer shall indemnify us and our agents, representatives, contractors, affiliates, and employees (each, an “Indemnified Person”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by each Indemnified Person arising out of or in connection with any breach of this section (Non-disclosure) by the Supplier or the Buyer.

Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this section (Non-disclosure). Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach.

15. GOVERNING LAW AND JURISDICTION

The provisions of these Terms are for our benefit, and those of our subsidiaries, affiliates and third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. Except as expressly stated in these Terms, none of the Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act (Chapter 53B) or otherwise, by any person or entity who is not a party to it.

The Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the Singapore courts.

In the event of any dispute arising out of or in connection with these Terms including any question regarding its existence, validity or termination, the parties shall at first instance take reasonable efforts to settle and resolve such disputes in good faith and in an amicable manner by negotiation.

These Terms may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms to which you are bound. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

Last Updated: 14 August 2023

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Email: hello@teorra.com