Terms and conditions

TERMS OF USE

Welcome to Klaypeau (the “Platform”). These terms of use constitute the legal agreement (“Agreement”) between you and Klaypeau Pte. Ltd. (“us” or “we”) governing the use of the Platform, our services and products offered via the Platform (the “Products”), and any other service provided by us in connection with any of the foregoing (collectively, the “Services”).

BY USING THE SERVICES AND THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. PLEASE READ THEM CAREFULLY.

IMPORTANT NOTICE TO ALL USERS:

THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY AND INDEMNITIES IN PARAGRAPHS 5 TO 7.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE USE OF THE PLATFORM TO YOU AND YOU MUST NOT USE THE PLATFORM.
BREACH OF ANY OF THE TERMS OF THIS AGREEMENT WILL ENTITLE US TO TAKE ANY LEGAL ACTION AGAINST YOU AS WE MAY DEEM APPROPRIATE, WITHOUT REFERENCE TO YOU.

You should print a copy of this Agreement for future reference.


TERMS OF USE
The provisions set out in this Agreement govern your access to and use of the Platform 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 terms, you must not use the Platform.

Subject to you agreeing to abide by the terms of this Agreement, we hereby grant to you a personal, non-exclusive and non-transferable licence to use the Platform on the terms of this Agreement.

By using this Platform, you confirm that:

you have read the terms set out in this Agreement and agree to be bound by and comply with them; and

you are 18 years old or above. If you are under 18 years of age, any purchase of Products on our Platform must be made by your parent or legal guardian on your behalf. If you wish to open an account with us, your parent or guardian must register the account with us instead on your behalf.

You may, but are not obliged to, register an account with us (which involves providing us with certain mandatory and voluntary information as required for a successful registration). You are 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.

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 (including access to your account with us, if any) at any time, remove or edit content (including content submitted by you) on the Platform or on any of our affiliated websites (including social media pages), or cancel any Services provided to you.

Save to the extent permitted by us under written agreement with you, you are not permitted to use, or submit any content to, our Platform or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.

We reserve the right to change, modify, suspend or discontinue any portion of the Services, Platform or any other products, services, affiliated 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, be suspended or encounter technical difficulties.

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

Our Customer Terms (see Schedule 1) sets out our order, payment, cancellation and refund policies, applicable to all customers who have placed an order for products on the Platform (“Order”).

Our Acceptable Use Policy (see Schedule 2) sets out the permitted uses and prohibited uses of our Platform. When using our Platform, including uploading any content, you must comply with this Acceptable Use Policy.

Our Privacy Policy (see here) sets out our policy concerning the collection, use and disclosure of your personal data (“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 Data in the manner set out in our Privacy Policy and you warrant that all Data provided by you is accurate. Should you wish to update your Data and/or withdraw your consent to our collection, use and disclosure of your Data, or should you have any feedback or enquiries relating to your Data, please contact our Data Protection Officer at klaypeau@gmail.com.


RESTRICTIONS
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:

not to reproduce, copy, modify, adapt, alter, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of the Platform or any of the contents therein for any commercial or other purposes;

not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of the Platform nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, the Platform or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;

not to provide or otherwise make available the Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;

to include our copyright notice on all entire and partial copies you make of the Platform on any medium;

to comply with all applicable technology control or export laws and regulations; and

not to disrupt, disable, or otherwise impair the proper working of the Services, the Platform or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.


INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us or our platform provider, 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.

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

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.

Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged.

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

If you print off, copy or download any content on our Platform in breach of these terms of use, 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.


UPLOADING CONTENT TO OUR PLATFORM
You irrevocably and unconditionally represent and warrant that any content uploaded by yourself to our Platform complies with our Acceptable Use Policy and the PDPA.

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

We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under Singapore law.

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.

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.

WARRANTIES
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, the Platform and the Related Content is at your sole risk.

To the full extent permissible by law, we disclaim all warranties, express or implied, including but not limited to 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. We do not warrant that the Platform offers the best available prices.

LIMITATION OF LIABILITY
Save as expressly permitted by us in writing, you agree not to use the Services, the Platform and the Related Content for any commercial, business or re-sale purposes, and we have no liability to you, whether in contract, in tort (including negligence), under statute, or otherwise, arising under or in connection with this Agreement (including but not limited to the use of, or inability to use, the Services, the Platform or any other website) for:

loss of profits, sales, business, or revenue;

business interruption;

loss of anticipated savings;

loss or corruption of data or information;

loss of business opportunity, goodwill or reputation; or

any other indirect or consequential loss or damage.

Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from our negligence, fraud, or any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

You should when using any Product follow all instructions set out in the Product or otherwise issued by the manufacturer of the Product. If you experience any pain or discomfort during or following your use of a Product, you should seek medical advice. We are not a medical organisation and are not responsible for providing any medical advice or diagnosis. If you suffer or might suffer from any skin or other medical conditions, you are responsible for seeking professional advice before using any Product.

This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services (including, for the avoidance of doubt, the Products) and the Platform. Except as expressly stated in this Agreement, 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, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.


INDEMNITY
You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns 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, Products, Services and/or any websites in relation thereto, or otherwise, and whether under this Agreement, any laws or regulations or otherwise.


OTHER IMPORTANT TERMS
We may transfer our rights and obligations under this Agreement to another person or entity, but this will not affect your rights or obligations under this Agreement.

You may only transfer your rights or your obligations under this Agreement to another person if we agree first in writing.

No partnership or agency or employment relationship has arisen by reason of this Agreement.

This Agreement 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 this Agreement 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 this Agreement or any document expressly referred to in it.

If we fail to insist that you perform any of your obligations under this Agreement, 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.

Each of the conditions of this Agreement 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.

This Agreement, 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 this Agreement, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

Schedule 1 – CUSTOMER TERMS

These customer terms set out the terms between you and Klaypeau Pte. Ltd. (“we” or “us”) relating to all orders for products (each, an “Order”) which are submitted by you through Klaypeau (the “Platform”).

Your submission of an Order means that you accept, and agree to abide by, all the terms and conditions in these customer terms, which form part of and supplement our terms of use for our Platform.


ORDERS
You acknowledge and agree that we are only the resellers, and not the manufacturers, of the products listed on the Platform (the “Products”), which are sourced from our suppliers (the “Suppliers”).
 
We will attempt to be as accurate as possible in our description of the Products. Notwithstanding the foregoing, we do not warrant that any such description or other content displayed or offered on the Platform is accurate, complete, reliable or current, as this is based on the information made available to us from the relevant Suppliers. You agree that we will not be liable for any disparities or errors in such description or content.

All Orders are subject to the stock availability of the relevant Supplier. We reserve the right to cancel, amend or reject any Order, in whole or in part, at any time and without liability or compensation, where any Product(s) in the Order are out of stock or unavailable for any reason. We also reserve the right to limit your order of a Product to the quantity available at that time.

You are required to input all vouchers, coupons and codes (“Promotions”) prior to payment. You are required to comply with and observe the terms and conditions of all such Promotions, which shall be determined by us and may be amended from time to time without notice to you. We may discontinue any Promotion at any time without notice to you. In the event of any conflict between these Terms of Use and the terms and conditions of a Promotion, the latter shall prevail.


DELIVERY AND CANCELLATION
We deliver to anywhere on the main island of Singapore. We also deliver to selected locations internationally. Please refer to our Shipping and Handling page on our Platform for the list of territories that we deliver to, and the associated rates and estimated delivery timelines.

We will arrange for the delivery of Products purchased by you by a third-party logistics vendor (the “Deliverer”). The timing for delivery of the Products is subject to the availability of the Deliverer. The rates for delivery are also subject to the Deliverer’s charges. We will not be responsible for any delay in the delivery of any Product unless such delay results directly from our negligence or omission.

To facilitate in the smooth delivery of Products, please ensure that your personal details in your account with us (if any) are accurate and up-to-date. Please also ensure that you input the correct details whenever you place an Order. Any change in your personal details or Order details (including but not limited to the delivery address) will be considered by us in our sole discretion, and is subject always to the ability of the Deliverer to accommodate such change. In the event that such change is accepted by us, or if we have to arrange for a re-delivery of the Products for any reason whatsoever (including but not limited to the event where no one is at the delivery location to receive the Products), this may be subject to an administrative fee at our prevailing rates then in force.

You are solely responsible for verifying that the Products in the Order are accurate before submitting the Order. Any amendment of an Order is subject to our sole discretion and the ability of the Supplier to accommodate such changes. The price of the Order shall be amended accordingly based on the latest prices of the Products in force. We may require full payment of any discrepancy in price before accepting any amendment of an Order.

Please note that submitted Orders cannot be cancelled save as permitted by us on a case-by-case basis. We reserve the right to charge an administrative fee at our prevailing rates then in force for any cancellations of Orders.

We will not be responsible for any damage sustained by or the loss of any Product during the delivery process.


PAYMENT
By placing your Order on the Platform, you authorise us to transmit information about you from and to third parties from time to time, including but not limited to verification checks that we may be required to make involving payment in order to authenticate your identity, validate such payment, and enable us to make delivery of the ordered Product to you. We will not be liable for any unauthorised disclosure or use of your information by third parties.

We will not process any Orders that attempt to use an expired, incorrect or otherwise non-functioning credit or debit card (including but not limited to cards that have exceeded their limit). In the event that any such Order is processed, we reserve the right to collect any unpaid sums from you through an alternate payment method and to charge an administrative fee at our prevailing rates then in force for the same.

Payment of the price of each Order shall be made directly to us through the Platform by such payment methods as are offered by us. We will not process any Order unless we have received full payment for the price of the Order.

All sums due to us under this Agreement shall be paid in Singapore dollars, by way of bank transfer to such account as notified by us for such purpose, and received by us no later than the due date for payment in immediately available and freely transferable funds, and without any restriction, condition, withholding, deduction, set-off, or counterclaim whatsoever.


RETURN, REFUND AND REPLACEMENT
In the event that there is a dispute or complaint regarding any product(s) in an Order, you may open a claim with us by contacting us via the Platform (a “Claim”).

We shall be entitled to request more information from you regarding the dispute, including supporting documentation and photographic evidence.

We will review each Claim on a case-by-case basis. We are not obliged at any time to review a Claim. We do not guarantee and/or warrant the resolution of the dispute in your favour. Our decision regarding the Claim shall be final.

Any return, refund and/or replacements relating to an Order shall be considered by us in our sole discretion. Any replacements of a Product are also subject to stock availability. For the avoidance of doubt, we do not offer any warranty for any Products. All returned Products must be unused and in their original packaging.

Kindly refer to our Returns and Exchanges page on our Platform for more information on the types of Products and Orders that are eligible for returns, refunds or replacements.

As refunds will be processed by third party payment vendors, we shall not be held liable for any delay in the processing of refunds.

Schedule 2 – ACCEPTABLE USE POLICY

This acceptable use policy sets out the terms between you and Klaypeau Pte. Ltd. (“we” or “us”) under which you may access our platform, Klaypeau (“our Platform”). This acceptable use policy applies to all users of, and visitors to, our Platform.

Your use of our Platform means that you accept, and agree to abide by, all the policies in this acceptable use policy, which form part of and supplement our terms of use for our Platform.


PROHIBITED USES
You may use our Platform only for lawful purposes. You may not use our Platform:

in any way that breaches any applicable local or international laws or regulations;

in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; or

to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

not to reproduce, duplicate, copy or re-sell any part of our Platform in contravention of the provisions of our terms of use for our Platform; and

not to access without authority, interfere with, damage or disrupt:

any part of our Platform;

any equipment or network on which our Platform is stored;

any software used in the provision of our Platform; or

any equipment or network or software owned or used by any third party.


CONTENT STANDARDS
These content standards apply to any and all material which you upload on our Platform (“Contributions”), including for the avoidance of doubt any reviews or comments submitted by you.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.

Contributions must:

comply with Singapore law, in particular, the Personal Data Protection Act 2012 (No. 26 of 2012), and the laws of any country from which they are posted; and

be placed in the correct and appropriate categories.

You shall be responsible for ensuring all Contributions are up-to-date, authentic, truthful and accurate. You must ensure that you either have all ownership rights to the Contributions posted or all rights allowing you to post the Contributions.

Contributions must not:

infringe any intellectual property right of any other person;

be made in breach of any legal duty owed to a third party, such as a contractual duty,  a duty of confidence or any duty arising under law (including the Personal Data Protection Act 2012 (No. 26 of 2012);

contain any material which is defamatory of any person, obscene, offensive, or inflammatory or promotes any illegal activity, discrimination, violence, or ill-will and hostility;

be threatening or abusive, invade another’s privacy, or cause or be likely to cause annoyance, alarm, inconvenience or needless anxiety to any other person;

be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

give the impression that they emanate from us, if this is not the case;

advocate, promote or assist any unlawful act or otherwise contain any material which is criminal in nature; or

save as where expressly permitted by us in writing, advertise, promote or market any products or services by third parties or yourself.

We reserve the right to request that you amend or delete the Contributions if it is found that any of the Contributions posted by you is in contravention of this acceptable use policy.

Where you choose to terminate your account with us, you may delete all previous Contributions made by you and retain a copy of the same.


SUSPENSION AND TERMINATION
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our Platform. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:

immediate, temporary or permanent withdrawal of your right to use our Platform;

immediate, temporary or permanent removal of any Contribution;

issuance of a warning to you;

legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;

further legal action against you; and/or

disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.


CHANGES TO THE ACCEPTABLE USE POLICY
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our Platform.