Terms and Conditions

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THIS PLATFORM. BY selecting THE “[I AGREE]” CHECKBOX, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

Welcome to our platform at construcshare.com and/or mobile application (collectively, our “Platform”). Our Platform is an online platform which, amongst other things, connects stakeholders in the construction industry for the purpose of leasing, buying and selling of supplies and services.

These terms of use (this “Agreement”) constitute a legal agreement between the person or entity registering for an account on our Platform (“you”) and TULEASY PTE. LTD. (“us” or “we”) governing the use of our Platform, our services offered via our Platform or otherwise by us and any other software provided by us in connection with any of the foregoing (collectively, the “Services”).

We license the use of our Platform to you on the basis of this Agreement. We do not sell our Platform to you and we remain the owner of our Platform at all times.

IMPORTANT NOTICE TO ALL USERS:

• THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN PARAGRAPHS 8 AND 9 AND AN INDEMNITY IN PARAGRAPH 10.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE THE USE OF OUR PLATFORM TO YOU AND YOU MUST NOT USE OUR PLATFORM.

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

1. TERMS OF USE

1.1 The provisions set out in this Agreement govern your access to and your use of our Platform and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform.

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

1.3 By registering an account with us (an “Account”) (which involves providing us with certain mandatory and voluntary information as required for a successful registration) and using our Platform, you confirm that:

(a) you agree to be bound by and comply with the terms of this Agreement; and

(b) you shall ensure that all users of your Account (“Users”) abide by the terms of this Agreement.

1.4 You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorised to do so. 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.

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

1.6 We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform or any other products, services, affiliated websites (including social media pages), promotional / marketing materials and media platforms, and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

1.7 Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to our Platform or any of our affiliated websites or any of our promotional / marketing materials and media platforms, to advertise, promote, market or sell any products or services of any third party.

1.8 The following additional terms also apply to your use of our Platform and form part of this Agreement:

(a) Our Acceptable Use Policy sets out the permitted uses and prohibited uses of our Platform. You must comply with, and ensure that all Users comply with, this Acceptable Use Policy.

2. SCOPE OF PLATFORM

2.1 Our Platform connects businesses which wish to buy, lease or sell goods and/or services in the construction industry. We do not supply such goods and/or services to you, and all goods and/or services are sold or leased directly from the party supplying the goods and/or services (the “Supplier”) to the party purchasing or leasing the same (the “Customer”). By submitting a purchase order in response to a listing for supply or leasing of goods and/or services on the Platform by a Supplier (a “Listing”), the Customer is entering into a contract directly with the Supplier on the terms and conditions set out on the Listing and any other terms as may be mutually agreed between the Supplier and the Customer (a “Contract”)

2.2 All Customers and Suppliers remain solely responsible for the proper performance of their obligations under a Contract. In the event of any dispute or complaint arising between Customers and Suppliers, parties are responsible for seeking recourse directly against the relevant parties to the Contract. We are not obliged at any time to adjudicate on any such matter, and shall not have any obligation to be involved in any disputes arising out of the terms or any Contract or any communications between Customers and Suppliers via the Platform.

2.3 Without prejudice to the foregoing, we remain entitled at all times to investigate at our discretion any complaint regarding the use of our Platform or any suspected unlawful activity and to take any action that we deem appropriate, including to file a report with the appropriate authorities.

3. FEES

• In consideration of the use of our Platform, we will charge service fees to Customers at the rate communicated to you via the Platform from time to time (the “Service Fees”). The Service Fees shall be calculated based on the total amount payable under each Contract.

• We reserve the right to change the Service Fees at any time and will provide you with reasonable notice of any fee changes before they become effective. Any changes in Services Fees will not operate retrospectively.

3.3 You shall be responsible for any applicable taxes (including any goods and services tax) under this Agreement.

• You agree and acknowledge that Service Fees shall be collected from the Customer in accordance with paragraph 4 below.

• Save as otherwise agreed in writing and notwithstanding if parties should rescind and/or terminate a Contract or if a Supplier refunds any amount paid by the Customer pursuant to such Contract, there shall not be any refund of the Service Fee collected in the manner described at paragraph 4 below.

4. COLLECTION OF PAYMENTS

• You agree and acknowledge that all payments for goods and/or services made by the Customer pursuant to a Contract (the “Contract Price”) shall be made via Tazapay Pte. Ltd., a company incorporated in Singapore, its subsidiaries, partners or affiliates (together, “Tazapay” or the “Third Party”), which shall provide escrow and payment services including collecting, disbursing, or remitting funds domestically or internationally. All Service Fees shall be paid by the Customer to the Third Party who will hold the Contract Price and Service Fees in their account until the Customer acknowledges acceptance of the goods and/or services supplied or leased under the Contract via the Platform. Upon receipt of instructions to proceed, the Contract Price will be released by the Third Party to the Supplier and the Service Fees will be released to us within 3 days (or such other timeline as the Third Party may determine from time to time). In the event that parties instruct the Third Party to return the Contract Price to the Customer for any reason, in accordance with paragraph 3.5 above the Contract Price shall be returned to the Customer less the Service Fees.

• You agree to comply with all instructions sent via the Platform or given to you by the Third Party regarding the payment of the Contract Price and Service Fees by you (where you are the Customer) into the account of the Third Party, the release of such Contract Price to you (where you are the Seller) and the release of the Service Fees to us. You agree and acknowledge that in the aforementioned process, you will be redirected from our Platform to the relevant page operated by the Third Party for the aforementioned purposes, and that you may be required to register for an account and provide such Third Party with such information and documents as may be required for such account registration. You agree and acknowledge that such third party page may be governed by its own terms of use and privacy policy. You consent to the collection, use and disclosure of your personal data for the purposes of the performance of the services offered by the Third Party (the “Escrow Services”) and that you have informed any person whose personal data you have provided to us or the Third Party of the purposes for which their data will be collected, used, and disclosed, and have obtained their consent to such collection, use and disclosure. You agree to the terms set out in the Third Party’s privacy policy (which can be viewed https://tazapay.com/hosted-platform-user-terms-and-conditions/.

• You agree and acknowledge that by registering for an account and using the Escrow Services, the Customer and Supplier are each entering into: (i) an agreement with the Third Party for the use of their account and provision of the Escrow Services and (ii) an escrow agreement with your counterparty to the Contract, and you agree to the terms of such agreements. The terms and conditions of escrow and payment service provided by Tazapay (“Tazapay T&C“) to you are incorporated here by reference and can be viewed here https://tazapay.com/hosted-platform-user-terms-and-conditions/, including the integration of their services with the services of the Platform, the contractual relationship between us and Tazapay. You agree and accept Tazapay T&C including the integration of Tazapay’s services with the Platform, separate contractual relationship between us and Tazapay and the respective and relevant terms and conditions.

• You further agree and acknowledge that we do not provide any escrow or payment processing services and we are not a party to your agreement with Tazapay for their provision of Escrow Services to you, or your escrow agreement with your Counterparty and Tazapay. We are not responsible for any terms and conditions that you enter into with third parties. You are responsible for seeking recourse under such agreements directly against the relevant parties to such agreement.

• You agree and acknowledge that by using the Escrow Services, an escrow fee will be payable by Customer to the Third Party in accordance with the Tazapay T&C (the “Escrow Fees”). Such Escrow Fees shall be indicated on the Platform and will be payable to the Third Party directly. We shall not be responsible in any way for payment or collection of such Escrow Fees.

• You agree that at all times:

(a) you shall only use Escrow Services for the purposes contemplated under this paragraph 4;

(b) you shall not use the Escrow Services for any illegal or criminal purpose or in violation of any domestic or international laws and regulations;

(c) you shall not provide any false, inaccurate, incomplete or misleading information in respect of your use of the Platform or the Escrow Services;

(d) you shall comply with all regulatory requirements, ethical business practices, international efforts against money laundering and terrorism finance, and policies of any payment service providers contracted by the Third Party to manage collecting, holding, disbursing, or remitting funds domestically or internationally, currency conversion and associated services and card schemes;

(e) you shall abide by the terms of the main service agreement between us and the Third Party, as amended from time to time, including all instructions given by us regarding compliance with the same; and

(f) you shall not perform any acts which may be detrimental to the security, integrity or performance of the Escrow Services or the authenticated electronic connectivity established by us with the Third Party using the application programming interface provided by the Third Party to us.

4.7 We reserve the right to, at our sole discretion, suspend or disallow your access to the services provided by the Third Party via our Platform at any time. You agree that access to or operation of the Escrow Services may from time to time be interrupted or encounter technical difficulties

4.8 Use of the Escrow Services shall be at your sole risk. We shall not be liable for any loss, damages, costs or expenses arising out of your use of the Escrow Services.

5. Uploading content to our Platform

5.1 You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with our Privacy Policy, Acceptable Use Policy and the PDPA.

5.2 You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:

(a) the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or

(b) the loss of any content or data (whether in physical or digital form) provided to us by you. You should keep a record of all such content and data (including for the avoidance of doubt any insurance policies).

5.3 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 disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.4 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.

5.5 We have the right to delete any content uploaded to our Platform if, in our opinion, it does not comply with the content standards set out in our Acceptable Use Policy.

6. Restrictions

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

(a) not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our Platform or any of the contents therein for any commercial or other purposes not contemplated under the Services;

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

(c) not to provide or otherwise make available our 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;

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

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

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

(g) not to make payment for the Contract Price via any other method not set out on the Platform; and

(h) not to communicate, request, negotiate, make or enter into any agreement or arrangement for the supply and/or lease of goods and/or services set out on any Listing independently of the Platform, so as circumvent or avoid (or attempt to circumvent or avoid) incurring Service Fees or Escrow Fees, or for any other reason whatsoever.

7. Intellectual property rights

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

7.2 Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes and internal or administrative purposes.

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

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

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

7.6 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.

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

8. Warranty

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

8.2 We do not make any representation, warranty or guarantee about:

(a) the kind, quality, condition or fitness for purpose of any of the goods and/or services described on any Listing; and

(b) the quality, accuracy, completeness or reliability of any Listings or descriptions of goods and/or services on the Platform.

8.3 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Platform, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

9. Limitation of Liability

9.1 The information available through our Platform is based solely on the information uploaded or submitted by users of our Platform and we are not liable for the completeness, accuracy or correctness of such information.

9.2 We only supply our Platform for use in Singapore. You agree not to use the Services, our Platform and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:

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

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

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

(f) any other indirect or consequential loss or damage.

9.3 Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.

9.4 Our total liability arising out of or in connection with this Agreement and/or your use of the Platform and the Services, whether arising by statute, contract, tort or otherwise, will not exceed the value of the total Service Fees paid pursuant to any Contract entered into by you in the twelve (12) month period immediately prior to the event giving rise to any such liability.

9.5 Nothing in this Agreement shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud; and/or

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

10. Indemnity

10.1 You agree to indemnify and hold us, our related corporations (as determined in accordance with section 6 of the Companies Act (Cap. 50)), 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 our Platform, Services, and/or any websites or software in relation thereto or otherwise, and whether under this Agreement (including our Privacy Policy and Acceptable Use Policy), any laws or regulations or otherwise. This shall include:

(a) any and all claims relating to or arising under your performance of a Contract or your use of the services of the Third Party; and

(b) any failure on your part to comply with the terms of this Agreement and any of the policies or instructions set out on our Platform.

11. Other important terms

11.1 Throughout our Platform and in these terms and conditions there may be links to websites whose content is outside our control. We are not responsible for the content, including any further links in a third party site. If you decide to access any of the third party sites, you do this entirely at your own risk.

11.2 We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or obligations under this Agreement.

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

11.4 No joint venture, partnership or agency or employment relationship has arisen by reason of this Agreement.

11.5 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.

11.6 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.

11.7 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.

11.8 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.

ACCEPTABLE USE POLICY

• This acceptable use policy sets out the terms between TULEASY PTE. LTD. (“we” or “us”) and the account holder (“you”) under which you may access our platform at construcshare.com and/or mobile application (collectively, our “Platform”).
• Your use of our Platform means that you accept and agree to abide by, and shall ensure that all users of your account on the Platform, whose acts carried out on your account shall deemed to be an act carried out by you, shall abide by, all the policies in this acceptable use policy, which form part of and supplement our main 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; and
• 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
• 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 information and material which you post or upload on our Platform, including any listings or communications between parties carried out on any messaging functions on the Platform (“Contributions”).
• 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 shall be responsible for the origin of the Contributions and must ensure that you either have all ownership rights to the Contributions posted or all rights and/or consents or licences allowing you to upload and post the Contributions to and on our Platform.
• 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; or
• advocate, promote or assist any unlawful actor otherwise contain any material which is criminal in nature.
• 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.