Customer Terms of Service

Last modified December 15, 2019

Table of Contents

1. Introduction

1.1 SNUPPED HQ PRIVATE LTD. (“Merchfoundry”) maintains the publicly available portions of the website located at merchfoundry.com and all of its content (collectively, the “Platform”) for use by its Customers. A “Customer” is a customer it has agreed to work with that will seek to or will purchase manufactured products (“Items”) through use of the Platform.

The Customer hereby agrees that its access to and use of the Platform is subject to these Customer Terms of Service (“CTOS”), Merchfoundry’s Privacy Policy located at merchfoundry.com/terms/privacy, and all applicable laws.

By accessing, using, and browsing the Platform, the Customer agrees to be bound by these CTOS. These CTOS govern the Customer’s use of the Platform, including but not limited to the use of quote and purchase opportunities, as well as the purchase and sale of Items via the Platform. For the avoidance of doubt, the terms and conditions of this Agreement shall prevail over all other terms and conditions.

Each individual user of the Platform (“User”), such as the employees and agents of the Customer, agree to be bound by these CTOS on behalf of the Customer the User is associated with, and represents and warrants that they have the authority to agree to these CTOS on the Customer’s behalf.

These CTOS may be incorporated into other agreements such as agreements entitled “Membership Subscription Agreement”. In particular, if you enter into a Membership Subscription Agreement to receive Merchfoundry supply chain management services, the terms at merchfoundry.com/terms/customer shall apply and be considered part of these CTOS.

In the event of a conflict in terms between these CTOS and those terms of the incorporating agreement (“Incorporating Agreement”), the terms of this Agreement shall supersede the terms of the Incorporating Agreement unless such other Incorporating Agreement specifically states otherwise.

These CTOS, and any related Incorporating Agreement, constitute the entire and exclusive understanding and agreement between the Customer and Merchfoundry regarding the Platform. Any failure by Merchfoundry to enforce any right or provision of these CTOS will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if agreed upon in writing and signed by a duly authorized representative of Merchfoundry.

Merchfoundry may periodically revise any of these CTOS. If a revision is material, as determined solely by Merchfoundry, the Customer will be notified. The current version of these CTOS will always be posted on Merchfoundry’s terms of service page located at merchfoundry.com/terms/customer. By continuing to use the Platform after revisions become effective, the Customer is agreeing to be bound by the revised CTOS.

These CTOS form a binding contract between the Customer and Merchfoundry with respect to the Customer’s access to and use of the Platform.

2. Quotes

2.1 Quote requests submitted by the Customer via the Platform, or that should have been submitted via the Platform, are governed by these CTOS.

2.2 The deadline for Merchfoundry to respond to Customer’s quote requests are as set by the Customer during its submission of the quote request. The date the Customer’s quotes expire are as set by Merchfoundry during its submission of the quote.

2.3 The Customer is responsible for ensuring that all specifications, including material and certification claims that it requests in its quote requests are as Customer needs. Any specifications not provided and required by Customer are understood to be left to the discretion of the applicable Merchfoundry.

2.4 Customer acknowledges that it may receive no responses to its quote requests, and that nothing herein is a guarantee of a response from Merchfoundry.

2.5 Customer agrees that it shall only submit Quotes requests with the actual intention to purchase Items.

3. Orders

3.1 Orders submitted or entered into by the Customer via the Platform, or that should have been submitted or entered into via the Platform, are governed by these CTOS.

3.2 Orders are legally binding agreements between the Customer and their chosen Merchfoundry once they have been finalized. By submitting an order, the Customer is agreeing to the details of the order as specified. An order for a first-time Item is finalized once the Customer has approved of Merchfoundry’s required materials which may include proofs, physical samples, and/or documents. The Customer can reject Merchfoundry’s required materials and will be asked to provide a reason why. A reorder for an Item is finalized once Merchfoundry has acknowledged and accepted the order.

3.3 Once finalized, an order is only cancellable if such cancellation is mutually agreed upon by both the Customer and the applicable Merchfoundry. The Customer or Merchfoundry may cancel an order for any reason if it has not been finalized. To cancel an order, the Customer should send a message requesting cancellation within the applicable order.

3.4 When the order is placed, quality standards for the manufacturing of the Items will be by default as defined by the most recently defined policy set in merchfoundry.com/terms/quality. If no policy exists for the Item or if the Customer desires a different quality policy, the Customer must define it in the specification it requires in the quote request made through the Platform. The Customer is responsible for inspecting the Items and any associated cost of inspection.

3.5 Unless otherwise agreed upon by Customer and Merchfoundry and stipulated in the applicable quote, Items manufactured are subject to overproduction or underproduction by Merchfoundry, such amount not to exceed the variance specified in Merchfoundry’s approved quote. In such case, the Customer shall accept such variance and the amount to be paid to Merchfoundry will be adjusted accordingly.

3.6 Estimated production times and estimated completion dates displayed on quotes and/or orders are presented as guidance by Merchfoundry but are not binding. Production times and estimated completion dates assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs and sample. Production times may differ from the listed values in the Merchfoundry Product Catalogue.

3.7 Orders may be subject to delays that are outside of Merchfoundry’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labour shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond Merchfoundry’s control. Neither Merchfoundry nor Merchfoundry will be responsible for any financial consequences related to delays, but will make every reasonable effort to mitigate delays and manage issue resolution to provide solutions.

4. Shipments

4.1 Terms on quantity and on shipping are as agreed upon by Customer and Merchfoundry. Merchfoundry is neither a party to such transaction nor is responsible for the performance of Merchfoundry or Customer with regard to such transaction.

4.2 The Customer should provide instructions to Merchfoundry as to how the Items purchased from Merchfoundry should be packed, marked and shipped by Merchfoundry. In the absence of such instructions, Customer should expect that Merchfoundry often will endeavor to pack, mark and ship Items in accordance with requirements of common carriers in a manner to secure lowest transportation costs. Unless the Customer and Merchfoundry agree otherwise in writing, the Customer can generally refuse to accept an order shipped contrary to their instructions in which event the Items may be returned to Merchfoundry at Merchfoundry’s expense. However, these aforementioned contractual terms are as Customer and Merchfoundry agree to, as Merchfoundry is not a party to such agreement.

4.3 Unless the Customer and Merchfoundry agree otherwise in writing, generally the Customer may change the shipment schedule for an order if notice is given to Merchfoundry no later than 7 days prior to the initially agreed upon ship date. However, these aforementioned contractual terms are as Customer and Merchfoundry agree to, as Merchfoundry is not a party to such agreement.

4.4 The Customer should be notified by Merchfoundry of any potential delays no later than 7 days prior to the initially agreed upon ship date. Merchfoundry should ship no earlier than 7 days prior to the initially agreed upon ship date, unless otherwise agreed upon with the Customer. Partial shipments may not be allowed, unless otherwise agreed upon with the Customer. However, these aforementioned contractual terms are as Customer and Merchfoundry agree to, as Merchfoundry is not a party to such agreement.

4.5 Merchfoundry may provide an estimated shipping cost upon quote submission. Actual shipping cost will be provided by Merchfoundry to the Customer and billed at the time of Merchfoundry’s booking of the shipment. Actual shipping cost may differ from initial estimate, and the Customer is responsible for paying the actual cost.

5. Substitutions and Modifications

5.1 Any specification or design changes made to a product shall be governed by the agreements between Customer and Merchfoundry. Merchfoundry requires that such changes be reflected in the product specifications and proof shown in the Platform prior to production.

5.2 If the Customer desires to make changes to Item specifications, designs, methods of shipment, quantities ordered, place of shipment or shipment schedule, the Customer should expect and agrees that if Merchfoundry agrees, such will be subject to the Customer reimbursing all costs to date as well as equitably compensating Merchfoundry for the costs of accommodation.

In order to change the specifications of an order that has already been submitted, Customer must cancel that order and submit a new order with the desired specifications.

6. Sampling

6.1 The Customer should own any samples used in the production of a product once the sampling has been paid for.

7. Payments

7.1 The Customer can submit an application to Merchfoundry for payment terms through the Platform.

7.2 The Customer agrees that the payment terms for an order it confirms shall be the ones Merchfoundry offered during submission of the most recent applicable quote. As between Merchfoundry and the Customer, the Customer is solely responsible for the adhering to the payment terms granted by Merchfoundry. Payment terms may apply to sampling, taxes and other fees in addition to Items. If not otherwise specified by Merchfoundry, the Customer agrees that payment for an order is due upfront and prior to the beginning of production.

7.3 The Customer will receive an invoice within the Platform in accordance with the payment terms associated with the applicable order. The Customer’s payment of an invoice will not constitute any waiver of the Customer’s rights or be deemed an acceptance of any shipment. The Customer agrees to make payment for all orders though the Platform and the payment processors designated therein. With regard to orders, payment processors act on behalf of Merchfoundry and Merchfoundry is not a payment intermediary. Payments must be made by the Customer through the Platform using bank transfer or credit card. A valid default payment method is required to be maintained by the Customer on the Platform. Customer’s payment method can be added in Merchfoundry by going to Settings > Payment Methods. The Customer’s default payment method may be auto-debited for all upfront amounts due at the time of an order and/or any amounts that are overdue in accordance with Customer’s approved payment terms. If payment is declined an additional fee may be assessed per charge attempt. Invoices that remain unpaid by the Customer will be automatically paid using the Customer’s default payment method 3 days after the invoice due date.

Customer authorizes charges to the bank account or credit card on file. Customer agrees that Customer will be charged the full balance of all past due bills. Customer agrees that payments with a credit card will incur convenience fee that is approximately 2.9%.

Customer agrees that notification of bills becoming due will be sent to the accounts payable email address on file.

Customer agrees that this authorization will remain in effect until Customer cancels it in writing, and Customer agrees to notify Merchfoundry in writing of any changes in the Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the past due balance(s) fall on a weekend or holiday, Customer agrees that the payments may be executed on the next business day.

In the case of an bank transfer Transaction being rejected for Non-Sufficient Funds (“NSF”), Customer agrees that Merchfoundry may, at its sole discretion, attempt to process the charge again within 3 business days. Customer also agrees to an additional $25.00 charge for each attempt returned as NSF which will be initiated as a separate transaction from the authorized payment(s). The Customer agrees that the origination of bank transfer transactions to the account on file must comply with accordance with the laws of Singapore. The Customer agrees it will not dispute any transactions referred to herein with the Customer’s bank or credit card company, so long as the transactions correspond to the terms indicated in herein.

7.4 If the Customer has not made payment, Customer agrees Merchfoundry may withhold the shipment of applicable Items. If the Customer is late in making payment, Merchfoundry may charge the Customer a late payment fee as detailed in the invoice.

7.5 The Customer is responsible for paying all taxes that Merchfoundry is or may be required to pay/collect, unless Merchfoundry agrees with the Customer otherwise.

8. Risk of Loss

8.1 The Customer agrees that who bears responsibility and liability for damage occurring to Items after production by Merchfoundry has completed, but before their arrival at the Customer’s designated delivery location shall be determined by the delivery details specified in the quote provided by Merchfoundry.

8.1.1 If the order specifies a final delivery location, it means that Merchfoundry shall transfer legal title and ownership to the Customer upon arrival of the Items at the Customer’s designated shipping location. For international orders, transfer of legal title and ownership will take place no earlier than arrival at the port of entry of the destination. It is Customer’s obligation to require this, if at all, it in transaction with Merchfoundry.

8.1.2 If the order specifies a pickup location, it means Merchfoundry shall transfer legal title and ownership to the Customer once Items are loaded onto the Customer’s carrier or vehicle. It is Customer’s obligation to require this, if at all, it in transaction with Merchfoundry.

9. Dispute Resolution

9.1 In the event of a breach of these CTOS or a dispute as to the meaning of these CTOS, the Customer and Merchfoundry agree to expeditiously attempt to resolve such dispute as set forth in this Section. If within 30 days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the laws of Singapore.

9.2 For disputes related to production quality, the Customer agrees to follow and accept the process, criteria and tolerances outlined in Merchfoundry quality policies located at merchfoundry.com/terms/quality. For Customer disputes unrelated to quality and not covered under these CTOS, the Customer agrees to work with Merchfoundry on a reasonable effort basis, to attempt to resolve disputes prior to taking any legal action.

10. Off-Platform Communication

10.1 The Customer agrees that Merchfoundry shall have no liability or responsibility for any quotes, orders, or changes to the foregoing that are made outside of the Platform and official Merchfoundry’s order support email support@mf.asia.

11. Non-Circumvent; Non-Diversion; Non-Disparagement

11.1 The Customer agrees not to pursue any quote opportunities related to Merchfoundry found via the Platform unless done so via the Platform.

11.2 Merchfoundry has the right to remove the Customer from the Platform if the Customer tries to circumvent Merchfoundry and work directly with Merchfoundry outside of the Platform. Examples of circumvention include, but are not limited to:

11.2.1 The Customer has placed an order with Merchfoundry via the Platform and a re-order is moved off the Platform.

11.2.2 The Customer has placed an order with Merchfoundry via the Platform, it is not accepted by Merchfoundry through the Platform but is instead moved off the Platform or otherwise pursued outside the Platform.

11.2.3 Merchfoundry has submitted a quote to the Customer via the Platform but the order is moved off the Platform or pursued outside of the Platform.

11.2.4 The Customer creates a quote request and Merchfoundry submits a quote to the customer outside of the Platform.

11.2.5 The Customer identified a Merchfoundry through the Platform and approached that Merchfoundry outside of the Platform.

11.3 The Customer shall not, at any time, disparage Merchfoundry or its officers, employees, directors, agents, or their products or services.

12. Platform Users and Security

12.1 The Customer shall be responsible and liable for the actions of users associated with their account. The Customer shall ensure such users must use the Platform in compliance with these CTOS. Customer will employ commercially reasonable security and access controls designed to protect the information and materials it submits to or otherwise manages on the Platform, as well as who it allows to have access to the Platform.

12.2 The Customer agrees to notify Merchfoundry immediately of any known or suspected unauthorized use of the Platform by its users. Merchfoundry has the right to contact any user on the Platform at any time and may immediately suspend or terminate authorized user’s access to the Platform for any actual or suspected violation of these CTOS at any time.

12.3 The Customer, and the users of the Customer, agree not to:

12.3.1 Share passwords or login details with anyone within or external to the Customer’s organization;

12.3.2 Share Platform features or content with any third party;

12.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of Merchfoundry; and/or

12.3.4 Download or use any Merchfoundry graphics or photography without written authorization from Merchfoundry.

12.4 The Customer, and the users of the Customer, agree not to submit, transmit or upload to the Platform any content that:

12.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;

12.4.2 Infringes any Intellectual Property Rights or other rights of any third party, or is a submission that they do not have the right or authority to make;

12.4.3 Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or

12.4.4 Disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform, or that otherwise negatively affects other users’ ability to use the Platform.

13. Use of Third Parties

13.1 The Customer is responsible for and shall be liable for the actions of any third parties it involves in a quote, order and if applicable shipment. This responsibility extends to but is not limited to the use of subcontractors, temporary labour and carriers.

13.2 The Customer must disclose the use of any third parties and provide details of that third party if requested by Merchfoundry.

14. Non-Disclosure Agreement and Confidentiality

14.1 The Customer will preserve as confidential and protect the confidentiality of any Merchfoundry information contained in the Platform. The Customer agrees it shall not use Merchfoundry information provided via Merchfoundry for any purpose outside of the scope of the Customer’s relationship with Merchfoundry and the Platform. The Customer will not disclose Merchfoundry information to any third party unless otherwise agreed upon with Merchfoundry in writing.

14.2 Merchfoundry has the right to use specification, quote and order data submitted by the Customer for internal analysis and estimations. Merchfoundry may use quotes, or other information in public documents such as case studies or examples as long as the information is anonymized unless otherwise agreed upon with the Customer.

15. Representations; Disclaimer of Warranties; Limitation of Liability

15.1 The Customer agrees, represents and warrants that at all times it shall comply with applicable law. The Customer further represents that in using the Platform, it is and will act in good faith, and that all proposed transactions or requested quotes are made in good faith.

15.2 WHILE MERCHFOUNDRY USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE PLATFORM, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, MERCHFOUNDRY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. EVERYTHING ON THE PLATFORM IS PROVIDED BY MERCHFOUNDRY TO THE CUSTOMER “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND BY MERCHFOUNDRY, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS.

15.3 ANY USE OF THE PLATFORM IS AT THE CUSTOMER’S RISK. THE CUSTOMER AGREES THAT NEITHER MERCHFOUNDRY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ACCESS TO, OR USE OF THE PLATFORM. MERCHFOUNDRY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY RELATING TO ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM. THE CUSTOMER AGREES THAT IN NO EVENT SHALL MERCHFOUNDRY’S LIABILITY EXCEED THE AMOUNT MERCHFOUNDRY HAS RECEIVED FROM CUSTOMER IN THE PRECEEDING 365 DAYS.

16. Indemnification

16.1 The Customer agrees to promptly indemnify and hold harmless Merchfoundry, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, customers, service providers, vendors, Merchfoundry and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any actions or improper omissions of the Customer, the Customer’s breach of these CTOS or any other agreement with Merchfoundry, the Customer’s breach of any of the representations herein, or the Customers breach of any rights of any third party.

17. Use of Names for Marketing

17.1 Customer grants Merchfoundry the right to use Customer’s names, images of the Items, slogans, trademarks and the like to indicate Customer is a user of the Platform and a customer of Merchfoundry, and as reasonably needed to allow Customer to use the Platform for its intended use, such as but not limited to indicating Customer is making a quote request.

18. Content

18.1 Any communication or material that is transmitted to or from Merchfoundry through the Platform is governed by our CTOS. Subject to the foregoing, any communication or material you, the Customer, transmits to or through the Platform electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as non-confidential and non-proprietary. Anything Customer transmits or submits may be used by Merchfoundry or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Merchfoundry is free to use any ideas, concepts, know-how or techniques contained in any communication Customer sends to the Platform for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.

Any copying, reproduction, redistribution, modification, display, or creation of derivative works from the Platform, the content on the Platform or the collective work is prohibited including but not limited to reproduction to any other server or location for further reproduction or redistribution, unless Customer has the express prior written consent of Merchfoundry. Customer may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform.

Images of people or places displayed on the Platform are either the property of, or used with permission by, Merchfoundry. The use of these images by Customer, or anyone else authorized by Customer, is prohibited unless specifically permitted by these CTOS or specific permission provided elsewhere on the Platform. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Platform, including Merchfoundry®, are registered and unregistered trademarks of Merchfoundry and others. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform without the written permission of Merchfoundry or such third party that may own the Trademarks displayed on the Platform. Customer’s misuse of the Trademarks displayed on the Platform, or any other content on the Platform, except as provided in these CTOS, is strictly prohibited. Merchfoundry may seek to enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Merchfoundry has not reviewed all of the sites linked to the Platform and is not responsible for the content of any off-site pages or any other sites linked to the Platform. Customer’s linking to any other off-site pages or other sites is at Customer’s own risk.

19. Force Majeure

19.1 The Customer agrees that Merchfoundry is not responsible to the Customer for anything that Merchfoundry may otherwise be responsible for, if it is the result of events beyond Merchfoundry’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labour shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond Merchfoundry’s control.

20. Governing Law and Venue

20.1 The Customer agrees that any agreements it enters into with Merchfoundry, and these CTOS are governed in accordance with the laws of Singapore without regard to its conflicts of law principles.

20.2 The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including a dispute regarding the existence, validity or termination of the Agreement (a “Dispute”).

20.3 The Customer and Merchfoundry agree that the courts of Singapore are the most appropriate and convenient courts to settle Disputes and accordingly no Party shall argue to the contrary.

21. Cancellation and Termination

21.1 The Customer can cancel, upgrade or downgrade their subscription to Merchfoundry at any time by requesting so from Merchfoundry in an email sent to support@mf.asia. In the event of a cancellation, the subscription shall end on the last day the subscription has been paid for as of the date of notice of cancellation from Customer.

21.2 In the event of an upgrade, the subscription change shall go into effect immediately, a pro-rated rate at the higher rate will be applied for the period between the date of notice of upgrade and the end of the applicable billing period, such to be paid at the time of upgrade.

21.3 In the event of a downgrade, the subscription change shall go into effect on the day following the last day the subscription has been previously paid for as of the date of notice of downgrade from Customer.

21.4 Prior to the Customer leaving the Platform, unless otherwise agreed upon in writing, all submitted quotes must either reach expiry or be removed, all open orders must be completed (i.e. received and fully paid for) and all outstanding payments must be made.

21.5 Merchfoundry may terminate or suspend Customer’s right to use the Platform for any breach of this CTOS or any other agreement with Merchfoundry.

22. Miscellaneous

22.1 In the event of the termination of the relationship of Merchfoundry and the Customer or the application of these CTOS or any agreement incorporating these CTOS, the terms of these CTOS shall survive and continue to be enforceable according to their terms.