1.Definitions and Interpretation

1.1 Unless otherwise stated, the definitions of defined terms and rules on interpretation are as set out below:

• “Customer” means an authorised user of the Platform and/or the Services.
• “Intellectual Property” means all copyright, trademarks, tradenames, business names and service mark, layout design, trade secrets and confidential information, goodwill and reputation, and any and all other similar or proprietary rights.
• “Losses” means all penalties, damages, compensation, costs (including but not limited to legal fees, costs and expenses) and other claims and liabilities, whether established or not, and whether foreseeable or not.
• “Materials” means all web pages on the Platform, including but not limited to information, images, pictures, links, sounds, audio, video, software, apps, and other materials contained in and displayed or made available on or through the Platform.
• “Order” means an order for Products or Services made by a Customer through the Platform and in accordance with the relevant Terms & Conditions of Sale.
• “Password” refers to the valid password that a Customer who has an account with the Platform may use in conjunction with the Username to access the relevant Platform and/or Services.
• “Platform” means the web and mobile versions of the CRM Marketplace platform owned by PropNex and presently accessible at PropNex Agent Suite, and which may be changed or amended from time to time.
• “Product” means a product available for ordering by Customers through the Platform.
• “PropNex”, “we”, “our” and “us” refer to PropNex Realty Pte Ltd (UEN: 199903004H) of 480 Lorong 6 Toa Payoh #10-01 HDB Hub East Wing, Singapore 310480.
• “Services” means a service available for ordering by Customers through the Platform.
• “Username” refers to the username of the Customer used for this Platform.
• “Vendor” means a seller who offers Products or Services for sale in this Platform.

1.2 The headings in this Terms of Use are inserted only for convenience and shall not affect the construction of this Terms of Use.

1.3 Words denoting the singular shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and neuter gender. References to persons shall include corporations.

1.4 Any reference in this Terms of Use to any law includes all amendments and updates to such law from time to time, and also includes regulations and by laws issued thereunder.

2.Use and access of the Platform

2.1 You agree to comply with the Terms of Use and any and all amendments to the aforementioned, from time to time. PropNex reserves the right to revise the Terms of Use at any time and you are deemed to have notice and agree to be bound by the latest Terms of Use, with your access and use of the Platform.

2.2 You agree and undertake NOT to, by yourself or through other parties:

• use the Platform for illegal purposes; and
• attempt to gain unauthorized access to the Platform, or interfere or disrupt in any manner the workings, security and integrity of the Platform.

Such prohibited act(s) may constitute an offence under the Computer Misuse Act (Chapter 50A) of Singapore.

2.3 PropNex may, from time to time and without giving any prior notice, amend, change, upgrade, modify, discontinue or suspend the provision of or remove, in whole or in part, the Platform and shall not be liable for any inconvenience, interruptions, delays or loss of opportunity as a result of these actions.

2.4 PropNex reserves the right, but not the obligation to:

• monitor, screen, inspect or control any activity and usage on the Platform;
• investigate any violation of the Terms of Use and take any action we deem necessary;
• prevent, restrict or suspend the access of any Customer to the Platform; or
• report to the authorities any activity it suspects to be in violation of any applicable law, statute or regulation.

3. Products and Services

3.1 Product and Service description, including price, availability and delivery matters, are based on information provided by the Vendor. PropNex is not liable in any manner whatsoever relating to its correctness, or accuracy, or any changes to the same, and PropNex does not warrant that such description is accurate, current, or free from error.

3.2 You further acknowledge and agree that Vendors list and sell Products and Services on the Platform, and PropNex merely provides the Platform for the Vendors and Customers. As such, and for the avoidance of all doubt, each agreement entered into for the sale of a Product or Service between the Vendor and the Customer shall be an agreement entered into directly and only between them, to the exclusion of PropNex.

3.3 Once an Order is placed and paid, the Order cannot be cancelled or modified.

3.4 PropNex is in no way liable or responsible for the Products and Services, and it is the responsibility of the Vendor to:

• ensure the Products and Services are of good quality and in compliance with all rules and regulations applicable to the sale, supply or provision of such Products and Services;
• warrant that it has, if required by law, all necessary approvals, permits, authorisations and certification or accreditations to advertise, offer, sell, and deliver the Products and Services; and
• manage and deal with issues relating to the Products not being delivered or are out of stock or Services not being rendered after payment is made.

4.Customers Username and Password

4.1 You are responsible for the safety and security of your access to the Platform, and any issues of unauthorised access of your account by other parties will not be entertained.

4.2 You further agree that you shall be bound by and agree to fully indemnify PropNex against any and all Losses attributable directly or indirectly to the use or access to the Platform linked to your Username and Password, or any other forms of access.

5.Intellectual Property

5.1 The Intellectual Property in and to the Materials made available or appearing on the Platform are owned, licensed to or controlled by us by, by our Vendors and we reserve the right to enforce such Intellectual Property to the maximum extent of the law.

5.2 You are not allowed to use any parts of the Platform, the Materials, and the Intellectual Property by, including but not limited to, decompiling, altering, reverse engineering, displaying, or storing in any manner such items in any servers, system or equipment without the prior written permission of PropNex.

6.Termination

6.1 PropNex can, in our sole and absolute discretion, and without giving you any notice or reasons, terminate or suspend your use of the Platform.

7.Limitation of Liability

7.1 The Customer irrevocably agrees and accepts that PropNex shall not be liable IN ANY MANNER WHATSOEVER IN TORT, CONTRACT OR OTHER LAWS for, including but not limited to, any direct, indirect or consequential loss, pecuniary loss, exemplary damages, penalties, fines, loss of profits, revenue, potential savings, injuries, and legal or lawyer costs in connection with the use of this Platform, and also those arising from (i) the Products and Services provided by the Vendor; (ii) any content obtained from the Platform; and (iii) unauthorised access, use or alteration of the Customer’s transmissions or content, whether or not PropNex has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. The liability of PropNex to the Customer, if any, shall be limited to the price paid for the Products and Services which resulted in such established liability.

8.General Terms

8.1 Assignment and novation - Parties cannot assign or novate any or all of their obligations or liabilities under this Platform to any other party unless such assignment or novation is mutually agreed by the parties.

8.2 Waiver of rights and remedies - Any waiver of rights and remedies shall be in writing by the waiving party, and no failure or delay on the part of any party in exercising nor any omission to exercise any of its right, power, privilege or remedy under this Terms of Use construed as a waiver of such default.

8.3 Severance - If any provision of this Terms of Use is held to be illegal or invalid under present or future laws or regulations effective and applicable, such provision shall be fully severable and this Terms of Use shall be construed as if such illegal or invalid provision had never comprised a part of this Terms of Use and the remaining provisions of this Terms of Use shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Terms of Use.

8.4 Third party rights - Any person who is not a party to this Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 2001 (Cap. 53B) to enforce any of its terms.

8.5 Entire agreement - Each party confirms that this Terms of Use sets out the entire agreement and understanding between the parties in relation to its subject matter. Each of the parties acknowledges that, in entering into this Terms of Use, it has not relied on any oral or written representation, warranty, or other assurance (except as provided for or referred to in this Terms of Use) and waives all rights and remedies which might otherwise be available to it in respect thereof, provided always, that nothing in this Clause limits or excludes any liability for fraud. The terms of this Terms of Use supersede all prior agreements, representations, warranties, discussions and/or understandings, whether written or oral, relating to the subject matter herein.

8.6 Warranties and undertakings - Each party warrants that it has full power and authority to enter into this Terms of Use and to carry out the actions contemplated under this Terms of Use. Except as expressly provided in this Terms of Use, there are no conditions, warranties or other terms binding on the parties with respect to the rights and obligations of the parties contemplated by this Terms of Use.

8.7 Personal Data policy - The Policy can be found at this link: http://www.propnex.com/privacy

8.8 Governing law and settlement of disputes - Any dispute arising out of or in connection with this Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.