Terms of Service for Marketplace
Last updated on: 28 September 2020
A contract is created between UrbanFindr and you (“Seller”) for this Marketplace Agreement (“Terms of Service”) on the date that you sign the agreement or when you click on the “I agree” button whichever is earlier (“Effective Date”).
You agree to be bound by the Terms and Conditions (“Terms of Service”) when you sign up for an UrbanFindror use the UrbanFindr Services listed below.
The terms “we”, “us”, “our”, “UrbanFindr” refer to the Contracting Party listed in the section 4 of the Terms of Service.
The terms “you”, “Seller” refer the the user of the Services who is the Contracting party for the Terms of Service.
1. Our Services
UrbanFindr provides the following services to you:
- to publish and list your products, goods, and services
- to offer your products, goods and services for sale
- to receive orders and process payments
- to coordinate with 3rd party logistic service providers for delivery
2. Payment of Sales Proceeds
UrbanFindr will pay the Sales Proceeds to you in your designated bank account or Stripe credit card account after deducting fees due to UrbanFindr and third parties. Please see section 11.
3. Delivery Partners
You may use your own staff or delivery partners for delivery. UrbanFindr provides a Delivery Service where we coordinate with third party delivery partners on your behalf. There is an additional fee for the UrbanFindr logistic services. Please see Annex 2.
4. What You Have to Do
You are responsible for the quality and accurate description of the goods and services that you sell on our Food Delivery marketplace. You are responsible to comply with all the applicable laws and regulations for the sale of these products. Please see sections 9, 10.
5. Ending the Contract
You may end the contract with us at anytime by providing 30 days notice. Please see section 13.
There may be disputes and we try to resolve this together with you. If we are unable to resolve this between ourselves, the applicable law for the contract will apply.
Terms of Service
1. Account Terms
- You must register for an UrbanFindr vendor account (“Account”) to use and access the Services. UrbanFindr may reject your application for an account or cancel your existing account for any reason, in our sole discretion.
- As an application for the Account, you must be of legal age in the jurisdiction of your residence and in the jurisdiction where you opened an Account.
- You confirm that the email provided to UrbanFindr will be primary means of communication with you.
- Password security is your responsibility. UrbanFindr will not be liable for any loss or damage if you fail to keep your password secure.
- You are responsible for the content, materials, and activity in your Account. This includes videos, graphics, images, audio, written content, and other information or data uploaded, stored, exhibited, transmitted, generated, collected, displayed on or in connection with your Account (“Materials”).
- In the event of a breach or violation of any terms in the Terms of Service, UrbanFindr reserves the right to immediately terminate the Account or Services, as determined on the sole discretion of UrbanFindr.
2. Account Activation
2.1 Store Owner
- The person opening the account will be the contracting party (“Store Owner”) for the purposes of the Terms of Service. If you are opening an account on behalf of your employer, you represent and warrant that you have the authority to contract on behalf of your employer. Your employer will be the Store Owner. You are also required to use your employer issued email address for the Account.
- A Store Owner may have one or more UrbanFindr Stores. Each UrbanFindr Store can only be associated with one Store Owner.
2.2 Staff Accounts
- The Store Owner may create staff accounts (“Staff Accounts”). The Store Owner is responsible and liable for the errors, omissions of the staff accounts as if they were the owner’s own acts.
- “UrbanFindr User” include the Store Owner and the users under the Staff Account.
2.3 Stripe, PayNow and Other Payment Gateways
- The payment gateways are provided by UrbanFindr. You are responsible for selecting the payment gateways to be used for your Store.
- UrbanFindr will receive the payments into the UrbanFindr payment gateway account.
3. General Conditions
- The governing law for the Terms of Service will be the laws of the Republic of Singapore.
- UrbanFindr may amend the terms of services anytime at their sole discretion. The Terms of Service will be posted on the UrbanFindr website, it is available at https://theurbanfindr.com/legal/marketplace-terms. The amended terms of service will be on effective as of the date of posting. The continued use of the Services constitutes your acceptance of the amended Terms of Service. If you do not agree to any of the amended Terms of Service, you should stop using the Services. For avoidance of doubt, the newer version of the Terms of Service supercedes previous versions.
- You may not use the UrbanFindr services for any illegal purposes that violate laws in your jurisdiction or laws that may apply to you in your customer’s jurisdiction. You will comply all the laws and regulations that are applicable in the use of the Service and to perform your obligations under the Terms of Service.
- You agree not to sell, resell or reproduce any portion of the Service, including the usage or access to the Services, without the express written consent by UrbanFindr.
- You will not purchase any domain names and advertisements that use the UrbanFindr name, including variations and misspellings of the UrbanFindr name.
- You understand that your credit card information is always encrypted during transmission. Your Materials (excluding credit card information) may be transferred on an unencrypted basis for transmissions over networks, and to conform with the technical requirements of devices or networks that connect to the Services.
- The Terms of Service may be available in other languages. The most current Terms of Service in English at https://theurbanfindr.com/legal//legal/store-owner-termswill prevail in the event of any inconsistencies or conflicts between the Terms of Service in different languages. All disputes related to the Terms of Service will be resolved in English unless required by applicable law or determined by UrbanFindr (at our sole discretion).
- The Terms of Service is binding upon all parties and their respective successors, heirs, permitted assigns and legal representatives. You have no right to assign or transfer the Terms of Service to any third party without the written consent of UrbanFIndr which may be granted at our sole discretion. UrbanFindr is permitted to assign or transfer the Terms or Service without notice or consent from you.
- If provisions or clauses in the Terms of Service are deemed to be invalid or illegal or unenforceable for any reason, it will not affect any other provision or clauses in the Terms of Service. The Terms of Service would be construed as if these illegal, invalid, or enforceable provisions or clauses were never contained within the Terms of Service.
- These terms and conditions may continue to apply even in situations where your relationship with us (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).
4. Contracting Party
- The contracting partyin Singapore will be:
- The UrbanFindr Pte LtdUEN: 202014499D
- The parties agree that the courts of Singapore will have jurisdiction in the event of any disputes.
- We reserve the right to refuse service to anyone, modify or terminate the service for any reason without providing notice at any time.
- We may terminate the account at our sole discretion for verbal or written abuse of any kind.
- We may terminate or suspend Accounts that violate our policies at our sole discretion. We reserve the right to determine if any materials violate our Acceptable Use Policy (“AUP”) or our Terms of Service.
- We do not review or pre-screen any Materials. We reserve the right to remove or refuse any Materials from the Service at our sole discretion.
- The Service is provided on a non-exclusive basis. We may provide the Services to your competitors. UrbanFindr staff or contractors may be Merchants on our Service and be able to compete with you, but they are not allowed to use your Confidential Information (as defined in Section 6).
- If there is any dispute on the Account, we reserve the right to determine the rightful owner of the Account and to transfer the Account at our sole discretion. We may request for documentation to confirm the ownership of the Account. We reserve the right to suspend the Account during the investigation.
- “Confidential Information” includes but is not limited to information that is not publicly known and associated with a party’s business, including sales price, cost, financial information, business information, design documents, technical processes, software, customer information, prospective customer information, marketing data, business plans and other confidential and proprietary information that may or may not be marked as confidential or proprietary.
- The confidential information received by each party will be used to fulfil the obligations under the Terms of Service. Each party will take reasonable steps to protect the confidential information received as it would with it’s own confidential and proprietary information from being duplicated, disclosed or used. The directors, officers, employees, contractors or agents of each party will be allowed to access, use or disclose the confidential information to fulfil the obligations under the Terms of Service, by law, regulation, or order of court, Confidential information does not include information in the public domain, information that is independently by the receiving party without any use or reference to the confidential information, received from a source other than disclosing party.
7. Limitation of Liability
- You use the Services at your own sole risk. The Services are provided without any implied, expressed or statutory warranty on an “as-is” and “as available basis. UrbanFindr is not liable for direct, indirect, consequential, special, incidental or other damages including but not limited to the loss of profits, goodwill, data and other intangible services that may result of the use or the inability to use the Service. You agree to indemnify and hold UrbanFindr, subsidiaries, parent, affiliates, UrbanFindrpartners, employees, officers, directors, agents and suppliers harmless from any claim or demand made by third due to your breach of these Terms of Service or your violation of any law.
- UrbanFindr does not warrant the availability, security, accuracy or timely provision of the Services.
- UrbanFindr does not warrant the quality for any product or service purchased by you through the Services will be error free, or that errors may be rectified or that the Service will meet your expectations.
8. Waiver, Severability, and Complete Agreement
UrbanFindr does not waive rights or provisions in the event that it fails to exercise or enforce any rights or provisions under the Terms of Service. If provisions or clauses in the Terms of Service are deemed to be invalid or illegal or unenforceable for any reason, it will not affect any other provision or clauses in the Terms of Service.
The Terms of Service, including documents by reference,constitutes the agreement that governsyour use of the Services provided byUrbanFindr and supercedes all prior agreement between you and UrbanFindr (including but not limited to previous versions of the Terms of Service).
9. Intellectual Property and Customer Content
- You retain all ownership and intellectual property rights for the Materials that you upload to your Store. When you make the materials public, you allow others to view the material. It is your responsibility to comply with the relevant laws.
- When you upload the Materials, you agree to (a) allow UrbanFindr to store your materials, b) allow UrbanFindr to use and display any materials that you display in public, c) allow users to view the Materials that you have displayed publicly, d) UrbanFindr can review, delete the Materials at anytime without notice, and that e) UrbanFIndr is not obligated to review the Materials.
- UrbanFindr does not claim any intellectual property rights over the material that you upload into our service. UrbanFindr has a non-exclusive license and right to use the materials, trademarks, logos, service marks, and names associated with your Store to promote the Service.
10. Services and Fees
- UrbanFindr provides a platform for third party Sellersto complete transactions with Customers. UrbanFindr is not involved with the actual transaction between the Customer and the Seller. You are the owner and provider of the goods and services. You are responsible for complying with applicable laws and obligations related to the sale and after sale service for the transaction, including an accurate description of the goods, the legality of the sale, the shipment and warranty of the goods.
- You appoint UrbanFindr as the exclusive payment processing agent for the purpose of: a) collecting and holding the Sales Proceeds or any sum that is due or owing under this agreement; b) processing any payments, refunds or adjustments for the Customer, c) remittance of the Payment to the Seller; d) payment of monies owing to third parties, including Customers; e) payment of monies to UrbanFindr and it’saffliates. As a payment processor, UrbanFindr is not responsible for legality of the transaction between the Seller and the Customer. The Seller and the Customer are responsible for the legal compliance of the financial transaction.
- The services (“Services”) provided by UrbanFindr are: a) General Services, b) Additional Services.
- General Services (“Services”) provided by UrbanFindr are: a) to list and publish the Materials of the Seller; b) to enable the Seller to offer goods and services for sale; c) receive the Order; d) act as a payment processing agent for the Seller to receive, reconcile and process all Sales Proceeds; d) other services that support or aid the Services.
- Additional Services (“Additional Services”) may be provided by UrbanFindr and third parties. These services may include, but are not limited to: a) Delivery Services; b) services related to marketing or marketing analytics; c) other services that are not considered General Services.
11. Payment of Sales Proceeds
- The Seller will not receive any interest for the Sales Proceeds and Payments.
- In the event that you breach the Terms of Service or the Customer Agreement, we may cancel, suspend or delay any Payments to you. Any Payment made to you will not be consider a waiver of our rights.
- UrbanFindr has the sole discretion to withhold any Payment if we feel that the Seller’s performance and/ or actions may result in disputes with the Customer that may result in chargebacks, third party claims and disputes. The Payment will be heldback until: a) the dispute is resolved; b) the investigation into the Seller’s performance and actions are completed.
- UrbanFindr will have the right to withhold any taxes, duties, fees, charges as required by law. We will reduce the amount payable to the Seller as necessary to comply with the applicable laws and regulations.
- All disputes or inquiries about the Payment should be made within 180 days after the Order date. If the Seller fails to do so, that the Seller waives their rights to dispute the payment. The dispute procedure and process may change from time to time. The Seller will comply with the relevant UrbanFindr policies for dispute and claims.
12. Payment of Fees
- You will pay for all Fees applicable to the use of the Services, including but not limited to fees based on the value of sales done through your online store, delivery fees, payment gateway fees, and subscription fees (“Fees”).
- You are required to keep a valid payment method on file with UrbanFindr to pay for all the fees that you have incurred and for any recurring fees. UrbanFindr will charge any valid payment method that is authorised by you (“Authorised Payment Method”). UrbanFindr will charge the applicable fees to the Authorised Payment Method until you terminate the services and have paid for all outstanding fees in full. All fees are in Singapore Dollars unless otherwise indicated.
- Subscription fee are payable one month in advance and will be billed on a monthly basis. Other fees may be charged from time to time at UrbanFindr’s discretion
- If a payment of Fees is unable to be processed using the Authorised Payment Method, we will attempt to collect fees within 4 days for second attempt. If the second attempt fails, we will make a final attempt 4 days later. Your account may be suspended and we may revoke access if we are unable to collect payment upon our final attempt. Your account will be reactivated when you pay the outstanding fees. If you do not make a payment within 60 days, we reserve the right to terminate the account. You will not have access to your account when it is suspended
- All the fees are exclusive of taxes, including but not limited to goods & services taxes, withholding taxes, and any other taxes or fees that may be in force now or enacted in the future (“Taxes”).
- You are responsible for all applicable taxes related to your use of the Services. We will calculate taxes based on your billing address and the taxes will be added to your Fees which will be billed to your Authorised Billing Method. In the event, that you are not charged Taxes by UrbanFindr, you have the responsibility to determine if any taxes should be applicable to you and to pay those taxes directly to the tax authorities in your jurisidiction. You may apply for an exemption of Taxes by providing us with evidence of your exemption.
- For avoidance of doubt, all the Fees payable by you under the Terms of Service will be free and clear of any taxes, deductions or other withholdings. You responsible for any taxes or deductions that apply to you and you need to pay that to the relevant authorities. You do not need to make direct payment of taxes which are charged by UrbanFindr to you and paid to the relevant tax authorities on your behalf.
- You must maintain an accurate address in your UrbanFindr account. You are required to update the address if you change jurisdictions.
- Refunds are not provided by UrbanFindr.
13. Cancellation and Termination
- You may cancel your Account anytime by providing 30 days notice. You may do so by contacting UrbanFindr support at email@example.com.
- When the Services are terminated for any reason by either party:
- You will no longer be able to access your Account because UrbanFindr has stopped providing the Services to you;
- you will not be eligible for any refunds unless it is provided in the Terms of Service;
- you will pay the outstanding balance owed to UrbanFindr for the use of the Services until the termination date which have become due immediately and payable in full;
- your UrbanFindr store will be removed from service and be taken offline,
- We send you a final invoice for all the outstanding Fees. You will not be charged again after you pay the final invoice.
- We reserve the right to amend or terminate the Terms of Service, your account, or the UrbanFindr services at our sole discretion, for any reason, without giving notice (unless it is required by law). The termination of our Terms of Service shall be without prejudice to any right and obligations which arose before the termination date.
- We may suspend or terminate your account if we discover and suspect that you may have been engaged in fraudulent activity in relation to the use of the Services.
14. Modifications to the Service and Prices
- We may change the prices for using our services by providing 30 days’ notice. We may provide the notice on our UrbanFindr site, the administration menu through an announcement.
- We may discontinue or modify any of the Services with or without notice.
- We are not liable to your or any third party for price change, suspension, discontinuation, or modification of the Service.
15. Rights of Third Parties
UrbanFindr and its affiliates, UrbanFindr users or anyone using the UrbanFindr Services subject to these Terms of Service have the right to enforce this Terms of Service. No other person and entities have the right to enforce any terms in this Terms of Service because they are not party to this Terms of Service. The rights of permitted assignee or transferee of these Terms will not be affected.
16. Privacy & Data Protection
17. Customer Information
- UrbanFindr owns all the information related to customers, orders, payments, and the supply of Services. The Seller will not receive royalties or commissions with the use of such information.
- The Seller will utilise the Customer, Platform user, Order, Payment information that UrbanFindr has disclosed to the Seller for the purpose of fulfilling the Order under this Terms of Service. The Seller is not allowed to assign, license, sell, publish or exploit the information for it’s own benefit or to carry out data compilation, data analytics, data mining, data extraction for business intelligence or customer analytics or statistical data analysis or trade analysis purpose or otherwise for the aforementioned information.
Annex 1: Definitions
Account: The UrbanFindr vendor account which is used by the Seller to sell their goods and services on the UrbanFindr marketplace.
Additional Service: As defined in the Services section of this Terms of Service
Additional Service Fees: Fees related to the additional services.
Affiliate: Any entity that is controlling or controlled by another legal entity. For the UrbanFindr, affiliates would be companies controlled by UrbanFindr or companies that are controlling UrbanFindr.
Confidential Information: Includes but is not limited to information that is not publicly known and associated with a party’s business, including sales price, cost, financial information, business information, design documents, technical processes, software, customer information, prospective customer information, marketing data, business plans and other confidential and proprietary information that may or may not be marked as confidential or proprietary.
Customer: A third party that purchases a product or service from the Platform.
Listing Price: The price listed on the product list for sale.
Platform or Marketplace: The UrbanFindr Marketplace is a Platform that enables vendors or the Seller to list and sell their goods and services under this agreement.
Materials: The content, materials, and activity on the account. This includes videos, graphics, images, audio, written content, and other information or data uploaded, stored, exhibited, transmitted, generated, collected, displayed on or in connection with your Account
Order: The request of a Customer to purchase goods and services from the Seller on the Platform which will be communicated by UrbanFindr to the Seller. The Order may be cancelled or not communicated to the Seller for any reason at our sole discretion.
Payment: The Sales Process less monies owed by the Seller under this agreement or any other agreement that the parties have entered into which is subject any fees, charges, deductions, adjustments, chargebacks, withholding for anticipated claims, deductions due to a dispute.
Personal Information: Any personal data or information that is protected by the applicable personal data protection laws or regulation in the jurisdiction.
Sales Proceeds: The gross value of monies received from the Customer that comprises of the listing price and shipping fee.
Seller: The user of the Services who is a contracting party to the Terms of Service.
Services: The services provided are defined in the Services section of this agreement.
SGD or S$: Singapore dollar
UrbanFIndr: The Contracting Party listed in the section 4 of the Terms of Service.
USD or US$: United States of America Dollar
Terms of Service: This Marketplace Agreement also known as the Terms of Service document.
Annex 1: Schedule of Fees
We will pay out the Sale Proceeds on a weekly basis subject to our cut-off times which may change from time to time.
The commission is calculated based on the listing price.
|Category||Commission Rate||Payment Processing Fee|
|Food & Beverage||8%||included|
Logistic Fees for Singapore (SGD)
|More than 22||20.00||19.50|
|Waiting Fees||$2 per 10 mins after 1st 10 mins|
|Distance travelled will be added|
|Document return only. Distance travelled will be added.|
|No Lift Access||–||–|
|Not applicable to bike and car. Each flight of stairs is charged S$10.00 per helper. For example: Moving service with 2 helpers going down 1 flight of stairs(not per floor level) would cost $20.00.|
|Cancellation Charge||See below|
|Basic fees apply for delivery requests that are canceled by Merchant within 30 minutes from the expected food pickup time, after being matched to a driver|
|Additional $3.00 (before GST) | $3.21 (after GST) for delivery fulfilled on public holiday eves, public holidays and observed public holidays|
|Wrong address change||See below|
|User will be charged the price of an additional trip from the original address to the new address provided. The price will be according to the standard transportation fee and additional stop charge.|