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 Terms and Conditions
   
  SESAMi.NET TERMS AND CONDITIONS OF USE
   
 

Welcome to SESAMi.com Pte Ltd's ("SESAMi"), SESAMi.NET world wide web site ("SESAMi.NET"). You are advised that the following terms and conditions govern the contractual agreement between You and SESAMi in relation to the access, browsing, rights and obligations in connection with the use of SESAMi.NET.

IN CONSIDERATION OF SESAMi.com PROVIDING YOU WITH ACCESS TO SESAMi.NET SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS ("Terms and Conditions") AT ALL TIMES. If You do not agree to all the Terms and Conditions, You are not authorised to use the services of SESAMi.NET.


1. Definitions

"Buyer" means a party that purchases an Item using SESAMi.NET

"Confidential Information" any information or material proprietary and/or confidential to SESAMi, a Buyer or Supplier disclosed or obtained in connection with use of SESAMi.NET or pursuant to these Terms and Conditions, including without limitation (i) any information in connection with a Transaction, Item, Buyer or Supplier; (ii) Item prices; (iii) SESAMi Software; (iv) SESAMi business, technical and process documentation; or (iv) any non-public information contained in or acquired by use of SESAMi.NET. Confidential Information does not include information that (a) is publicly known or which becomes publicly known through no breach by You; (b) lawfully received by You from a third party without any confidentiality restriction; or (c) is already known by You without any confidentiality restriction.

"Fee Schedule" means the schedule attached to the Registration Form accompanying these terms.

"Item" means any good or service listed for sale, trade, exchange or offer by a Buyer or Supplier on SESAMi.NET

"Registration Form" means the form accompanying these terms which must be completed by all Users.

"Service Provider" means any third party service provider who provides any service or Transaction interconnection with SESAMi.NET or to any User through SESAMi.NET.

"Software" means the computer software (proprietary to or otherwise licensed by SESAMi) as provided by SESAMi or accessible by third party internet or web browser software when connecting to SESAMi.NET.

"Supplier" means a party that is duly registered with SESAMi and who has entered into a Supplier Agreement with SESAMi and sells or offers to sell an Item using SESAMi.NET

"Transaction" means a purchase or sale of an Item between Users and Service Providers completed using the services or facilitated by the use of SESAMi.NET

"Trade Rules" means the rules for the conduct of offers and trade of Items by You on SESAMi.NET as published on SESAMi.NET [ URL: http://www.sesami.net ] , as may be revised or updated from time to time by SESAMi.

"User" means any party who accesses SESAMi.Net or uses the services or otherwise facilitates such use by others including any Buyer, Supplier, Service Provider.

"You" or "Your" means any Buyer, Supplier, Service Provider or other User (as the case may be) who accesses and/or uses SESAMi.NET.
Words denoting the singular shall include the plural and vice versa.

The headings in these terms and conditions are for convenience only and shall not affect its interpretation.


2. Venue for Trading

2.1 SESAMi.NET provides a venue for Buyers and Suppliers to negotiate and conclude the sale and purchase or exchange of goods and/or services. As a facilitator of the Transactions, SESAMi is not involved in the actual Transaction between Buyers and Suppliers.

2.2 You understand and agree that SESAMi does not act as agent, fiduciary or trustee for any Buyer or Supplier and that SESAMi does not exercise any control over
(i) the quantity, availability, quality, safety or legality of any Items;
(ii) the accuracy or usefulness of the description or classification of any Items;
(iii) the ability of either a Buyer, Supplier or Service Provider to fulfill its obligations to complete a Transaction;
(iv) the legal capacity of any Buyer, Supplier or Service Provider to lawfully enter into a Transaction; or
(v) any representation made in respect of the Items or by any Buyer, Supplier or Service Provider. You further understand and agree that SESAMi does not endorse, sponsor, certify or guarantee any Item.



3. Acceptance of Terms and Conditions

3.1 These Terms and Conditions may be periodically modified or revised from time to time and such modification or revision will be effective upon notification to You of the same.

3.2 You will be notified of any modification to these Terms and Conditions in accordance with the provisions herein. Your subsequent use and/or access of SESAMi.NET and/or the services shall be deemed to be Your agreement to be conclusively bound by any such future modification or revision.


4. SESAMi.NET Services

SESAMi reserves the right at its sole discretion to:

(i) suspend, deny access to or use of SESAMi.NET for the purposes of system maintenance, upgrading, security or such other purpose as SESAMi may deem appropriate;
(ii) discontinue all or part of the services on SESAMi.NET with reasonable prior notice to You; or
(iii) add and/or modify all or part of the services on SESAMi.NET.


5. Use of SESAMi.NET

5.1 You agree at all times to comply with the Trade Rules that apply to each service.

5.2 You will be responsible, at Your own cost, for providing the telecommunications connectivity, computer hardware, internet access and other technology necessary for You to access or use SESAMi.NET.

5.3 You agree not to use any software, hardware, device or electronic means to interfere, alter, deny or otherwise disrupt the normal operation of SESAMi.NET or any content within SESAMi.NET.

5.4 You will not be permitted to participate in the services conducted through SESAMi.NET without registering as a SESAMi.NET User.

5.5 If Your registration application is approved, SESAMi will notify You and Your User ID and password will be activated.

5.6 You may only use each User ID and password on behalf of the business that you represent, as indicated on the applicable registration application.

5.7 You will be responsible for the confidentiality and use of Your User ID and password, and You will be held solely responsible for all communications made through SESAMi.NET using Your User ID and password whether or not authorized by You.

5.8 You will further ensure that your employees and/or agents (as the case may be) maintain confidentiality of Your User ID and password and ensure compliance by your employees and/or agents of all instructions or notices given by SESAMi from time to time regarding the use of SESAMi.NET.

5.9 You will notify SESAMi immediately upon becoming aware of any unauthorized access to or use of SESAMi.Net and agree that SESAMi shall not be responsible to You nor shall You be entitled to make any claim, demand or request for compensation from SESAMi in respect of any loss or damage suffered by You as a result of any unauthorized access to and/or use of Your User ID and password.


6. Fees and Charges

6.1 Unless otherwise agreed by separate written agreement(s) with SESAMi, all fees and charges in connection with the use of SESAMi.NET and/or the Services or any related Transaction (as set out in the Fee Schedule) will be payable by You to SESAMi.

6.2 You agree that SESAMi will not be responsible for any fees, costs or taxes associated with any Transaction between a Buyer and Supplier.

6.3 You shall be responsible for determining whether taxes are payable in respect of the Transactions under any applicable law and acknowledge that We are not liable nor should We be held responsible for paying, collecting, reporting or remitting any taxes arising from any Transactions.


7. Compliance with Laws

You agree to and will comply with all applicable laws, statutes, regulations and ordinances in connection with any use by You of the services at SESAMi.NET.

Compliance includes but will not be limited to ensuring that You have and valid legal permits, approvals, licenses and authorizations as may be necessary for the trade, advertise promote or otherwise deal with the Items; complying with all applicable laws regarding the handling, export or transmission of Items or other related technical information and data; and complying with the regulations of all relevant taxing or other regulatory authorities in connection with any Transaction.


8. Warranties

You warrant at all times that:

(i) You are of sufficient legal capacity to enter into binding contracts;
(ii) All information provided by you to SESAMi is true and correct;
(iii) You are not prohibited by any applicable government authority or agency
(iv) Any information, representation or material submitted by You will not infringe any third party's copyright, patent, trademark or other intellectual property rights;
(v) any material, data or information you provide or submit to SESAMi or SESAMi.NET will not contain any electronic virus or other electronic code designed to delete, corrupt, expropriate data or otherwise disrupt system operability; and
(vi) You will not engage in any activities which causes or is intended to cause undue system overload or material degradation of SESAMi.NET computer system resources.
(vii) maintain the security and confidentiality of password issued by SESAMi to You upon registration and to use the same only for the purposes contemplated by these Terms and Conditions


9. Disclaimer

9.1 The information on SESAMi.NET is compiled from various sources and provided on an "AS IS" basis for general information purposes only. While SESAMi will use reasonable commercial efforts to ensure that SESAMi.NET is at all material times available for use (except as provided under these Terms and Conditions), You understand and agree that use of the services and SESAMi.NET is provided on an "AS AVAILABLE" basis without any guarantee or assurance that such use or access thereto will be uninterrupted, continuous or error-free. SESAMi does not warrant or represent that (i) the information on SESAMi.NET ; or (ii) the Software is free from errors or omissions, and further makes no representations, conditions or warranties whether express or implied, including any implied warranties of satisfactory quality, completeness, accuracy or fitness for a particular purpose.

9.2 SESAMi.NET may contain links to non-SESAMi controlled web sites. SESAMi is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites. Browsing or downloading information from the internet may involve risk. You are advised that Your use or selection of links to third parties is at Your own risk and You should take precautions to ensure against electronic viruses or other similar electronic items of destructive nature.

10. Limitation and Exclusion of Liability

10.1 SESAMi, its subsidiaries and affiliates (the "SESAMi Group") disclaim any and all liability for all use of SESAMi.NET or the services , including losses, damages, claims or expenses any person may incur as a result of:

(i) transmission of any information to or from SESAMi.NET;
(ii) failure or limitation in any security prevention or detection to or from SESAMi.NET;
(iii) reliance on any information contained in SESAMi.NET ;
(iv) hyperlink from SESAMi.NET;
(v) any error, mistake or omission in the information on SESAMi.NET ; and
(vi) any disruption or failure in any third party computer network linked to SESAMi.NET; even if advised of the possibility of such loss or damage.

10.2 WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY BY THE PROVEN FAULT OF SESAMi, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER SESAMi, ITS SUBSIDIARIES OR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY OTHER LOSSES WHATSOVER, ARISING OUT OF (i) THE USE OR INABILITY TO USE SESAMi.NET, THE SERVICES OR RELIANCE ON SESAMi.NET CONTENTS ; (ii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA OR DATA TRANSMISSIONS; OR (iii) ANY OTHER MATTER IN CONNECTION WITH ACCESS OR USE OF SESAMi.NET (EVEN IF SESAMi HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGE).

10.3 With the exclusion of death or bodily injury directly caused by the proven fault or negligence of SESAMi, SESAMi's aggregate liability to any User for claims under and in connection with use of SESAMi.NET, whether for liability in contract, tort or otherwise irrespective of the form of action will be limited to One Thousand Singapore Dollars (S$1000.00) in respect of any one event or series of connected events and provided always that SESAMi's aggregate liability under or in connection with these Terms and Conditions (whether for liability in contract, tort or otherwise) will be limited to the greater of (i) one thousand Singapore dollars (S$ 1000.00); or (ii) the SESAMi.NET fees and charges actually paid by You to SESAMi in the three (3) calendar months immediately preceding the cause of action.

The limitations and exclusions of liability and warranties in these Terms and Conditions are subject to any restrictions on such limitations and exclusions under the applicable law.


11. Indemnification

You agree to indemnify, defend and hold harmless SESAMi, its directors, officers, employees, assigns and affiliates from and against any and all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable legal fees (collectively "Liabilities"), that may at any time be incurred by reason of any third party claim

(i) arising out of or relating to Your breach or alleged breach of these Terms and Conditions,
(ii) based upon any claim in connection with an Item which You purchase, supply or offer to purchase or supply (including without limitation changes in contracted prices, alleged errors, omissions or misrepresentation therein);
(iii) arising out of any software virus or other software code of a destructive nature transmitted by You ;
(iv) arising from any act or omission in connection with a Transaction You enter or propose to enter into (including without limitation any dispute, non-payment or other contractual failure by You to complete such Transaction); or
(v) arising from any tax, duties, excise or licence fee liability in connection with a Transaction You enter or propose to enter into (with the exclusion of taxes payable by SESAMi's on its net income) ; provided that such Liabilities do not arise from SESAMi's willful default or gross negligence.


12. Termination

12.1 SESAMi, in its reasonable discretion, may terminate Your access to and use of SESAMi.NET , in the event of:

(i) any breach of the above warranties, the Trade Rules or these Terms and Conditions by You;
(ii) any failure to pay any amounts due by You;
(iii) any information furnished by You is false or misleading;
(iv) any bankruptcy or insolvency proceedings against You; or
(v) liquidation of or appointment of a receiver, administrator, judicial manager or other official over Your assets.

12.2 In the event of termination:

(i) You agree that any and all outstanding charges or fees payable by You in connection with Your use of or Transactions conducted on SESAMi.NET shall become immediately due and You will pay all such charges and fees upon demand;
(ii) SESAMi may delete or otherwise remove any of Your data stored within SESAMi.NET; and
(iii) SESAMi may terminate, suspend or disallow Your access to SESAMi.NET.


13. Copyright

All copyright, trademarks, and other intellectual property rights in the Site (including but not limited to any images, photographs, animations, video, audio, music, text and "applets"), are owned or otherwise licensed by SESAMi. No title or any intellectual property right is transferred hereunder. With the exclusion of allowable use for research or private study purposes under applicable copyright laws or for the sole purpose of casual web browsing of the Site, no part of this Site may be reproduced, distributed or modified in whole or in part in any manner whatsoever by any medium without the written consent of SESAMi.


14. Trademarks

14.1 SESAMi.com, SESAMi.NET, the SESAMi logo, SESAMi and/or other SESAMi products and services referenced within SESAMi.NET or associated materials are trademarks of SESAMi, and may be registered in certain jurisdictions. All other product names, company names, marks and logos referenced may be trademarks of their respective owners.

14.2 Nothing within these Terms and Conditions should be construed as granting any right any license or right to any trademarks or SESAMi.NET content without the written permission of SESAMi or the respective third party owners.


15. Confidentiality

15.1 You agree to preserve the confidentiality of any Confidential Information and not to permit the disclosure of Confidential Information to any unauthorised parties. You will undertake to ensure that any of Your employees, financial or legal representatives to whom all or any of the Confidential Information is disclosed, strictly on a "need to know" basis in furtherance of Your obligations under these Terms and Conditions, shall enter into written confidentiality undertakings to protect unauthorised disclosure of the Confidential Information upon terms equivalent to this provision.

15.2 You further agree and acknowledge that any breach or threatened breach by You of the confidentiality provisions in these Terms and Conditions may cause irreparable injury to SESAMi for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be available, in law, in equity or otherwise, SESAMi shall be entitled to obtain injunctive, prohibitory or other urgent relief against the threatened breach of these Terms and Conditions or the continuation of any such breach by You, without the necessity of proving actual damages.


16. Your Data

Subject to any other express agreement between You and SESAMi, You grant SESAMi a non-exclusive, royalty-free, worldwide right to reproduce, transmit, use, derive or otherwise display material (including without limitation your company name, trade name, logo or other trademarks) and/or other information submitted by you to SESAMi.NET, for the purposes of the operation of SESAMi.NET and/or any and all SESAMi.NET related advertising, marketing or promotional material or communications. SESAMi will adhere to any trademark guidelines as provided by you to SESAMi.


17. Your Registration Information

17.1 SESAMi will only use Your registration information as specified on the Registration Form for general display access by Buyers, Suppliers or other SESAMi.NET Users, for internal administrative purposes and to contact You from time to time in connection with Your use of SESAMi.NET or to inform You of the latest SESAMi.NET features. SESAMi may provide aggregated or generalised User information to third parties provided always that Your specific information is never disclosed (unless authorised by You or as may be required to comply with the lawful directions of any authority with competent jurisdiction).

17.2 The content of any communication feedback to this web site including suggestions and comments will be treated as non-confidential and shall become the property of SESAMi. SESAMi shall be free to use such communication for any purpose.


18. Delay or Force Majeure

SESAMi will not be liable for any failure or delay arising from event beyond SESAMi's control, including but not limited to, acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, telecommunication or public utility disruption or failure, industrial disputes of any kind (whether or not involving SESAMi employees), failure of equipment, bugs, viruses, accidents, material shortages, explosion, subsidence, inclement weather, acts or omissions of persons or bodies for whom SESAMi is not responsible or any other cause outside SESAMi's control.


19. Disputes

SESAMi will not involve itself in any private dispute between Users whether or not arising out of a Transaction. Any valid dispute raised by You directly in connection with SESAMi.NET will be first addressed by SESAMi customer service representatives and/or later by SESAMi management in good faith. Failing any resolution with SESAMi management, then such dispute or difference shall be referred to and finally resolved by arbitration in Singapore in accordance with the SIAC rules for the time being in force which rules are deemed to be incorporated by reference in this clause. The arbitration shall be conducted in English.This shall not preclude SESAMi from being entitled to obtain immediate injunctive and other equitable relief from any convenient court without bond and without necessity of showing actual monetary damage upon a breach of Clause 13,14 or 15 above.


20. Assignment

These Terms and Conditions will be binding upon and inure to the benefit of Your and SESAMi's respective successors and permitted assigns. Your rights and obligations under these Terms and Conditions may not be assigned or otherwise transferred in whole or in part, without the prior written consent of SESAMi. SESAMi may assign its right to receive any payment by You under these Terms and Conditions to a majority owned subsidiary of SESAMi by written notice to You without the need for consent.


21. Notices

Any notice, request, waiver, consent or approval shall be in writing in the English language and shall be deemed to have been duly given or made when it is delivered by hand, by registered mail, facsimile or by electronic mail (as the case may be ) to Your respective registered notification address provided by You to SESAMi. Except where otherwise provided under these Terms and Conditions, notices shall be deemed duly served and given immediately if by hand; two (2) days after postage, if by registered mail; upon transmission, if by confirmed facsimile; and upon transmission with no returned receipt failure message, if by electronic mail.


22. General

22.1 You and SESAMi are independent contractors. No agency, partnership, franchise or formal business organisation of any kind is created by these Terms and Conditions and neither party will have the right to bind the other.

22.2 No waiver of any breach of these Terms and Conditions shall be deemed to be a waiver of any other or of any subsequent breach. The failure of SESAMi to enforce at any time any of the Terms and Conditions shall in no way be interpreted as a waiver of such provision.

22.3 If any provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision which shall be deemed deleted.

22.4 These terms and conditions will be governed by and interpreted according to the laws of the Singapore excluding the application of its conflicts of law rules. To the extent permitted by law, the application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is expressly excluded.

22.5 These terms and conditions constitute the entire agreement between You and SESAMi with respect to use of SESAMi.NET. These terms and conditions supersede all prior and contemporaneous representations or understandings. Unless expressly agreed by SESAMi, these Terms and Conditions shall always prevail over any inconsistent terms or conditions embodied within any purchase order, invoice or other documentation issued to SESAMi by a Buyer, Supplier or other third party under or in connection with use of SESAMi.NET.