TERMS AND CONDITIONS FOR USE OF COMMODITIES PLATFORM OF COMMODITIES INTELLIGENCE CENTRE PTE. LTD.

release time:2018-11-09

This agreement (including the Fee Schedule) and all terms incorporated by reference herein (“Terms and Conditions”) apply to your use of the electronic trading platform (“Platform”) operated and maintained by Commodities Intelligence Centre Pte. Ltd. (“Company”, “we”, or “us”), which facilitates the posting, viewing, selection and acceptance of bids and offers for the physical sale and purchase of various commodities at the current market prices between users on the Platform (“Transactions”) and/or other services provided by the Company through the Platform (collectively, the “Services”).

Please read these Terms and Conditions carefully. By accessing or using any Services made available by us, you agree to be legally bound by these Terms and Conditions.

1.Key Definitions

Capitalized terms not otherwise defined in these Terms and Conditions will have the following meaning:

1.1. “Account” means a user account created by a user on the Platform in order to use the Services;

1.2. “AML/CFT Policy” shall have the meaning given to it in Clause 2.3;

1.3. “Bid” means the listing of an offer to buy Tradable Products by a Buyer on the Platform, such offer being a legally binding offer which is capable of acceptance;

1.4. “Buyer” means the User who makes a Bid of Tradable Products on the Platform;

1.5. “Commodities” means petrochemical, silk, sugar, cotton, plastic, iron and steel, and any other commodities that the Company accepts as “Commodities” for the purposes of these Terms and Conditions from time to time and as notified over the Platform;

1.6. “Matched Counterparty” means any relevant counterparty whose Bid or Offer under the Platform has been selected and accepted by the User, and as acknowledged by the Company;

1.7. “Offer” means the listing of an offer to sell a Tradable Product by a Seller on the Platform, such offer being a legally binding offer which is capable of acceptance;

1.8. “Operating Hours” shall have the meaning given to it in Clause 5.1;

1.9. “Restricted Locations” shall have the meaning given to it in Clause 2.1;

1.10. “Seller” means the User who makes an Offer of Tradable Products on the Platform;

1.11. “Tradable Product” shall have the meaning given to it in Clause 4.1;

1.12. “Transaction” means a successful match through the Platform arising from the acceptance of the Buyer’s Bid or Seller’s Offer of Tradable Products as acknowledged by the Company in accordance with these Terms and Conditions; and

1.13. “User” means the person for whom the Company is maintaining or continuing to maintain one or more Account(s) for the Services.

2.Eligibility

2.1. The Company may not make the Services available in all markets and jurisdictions, and may restrict or prohibit use of the Services from certain jurisdictions (“Restricted Locations”).

2.2. You, the User, represent and warrant that you: (a) are at least 18 years old or are duly organized, validly existing and in good standing under the laws of your jurisdiction of organization; (b) have not previously been suspended or removed from using our Services or other similar services provided by other parties; (c) have full legal capacity, power and authority to enter into these Terms and Conditions and in doing so will not violate any other agreement to which you are a party; (d) are using our Platform in your own name and solely for your own benefit; (e) are not located in, under the jurisdiction of, or a national or resident of any Restricted Locations (as defined in Clause 2.1 above); (f) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms and Conditions; (g) are not a designated person under regulations issued pursuant to the United Nations Act (Cap. 339 of Singapore); and (h) have read and understood these Terms and Conditions.

2.3. The Company maintains an anti-money laundering, countering the financing of terrorism and know your customer compliance policy (“AML/CFT Policy”). Pursuant to such AML/CFT Policy, the Company may, in its discretion, require identity verification and go through other screening procedures with respect to the User or Transactions associated with the User’s Account. The User agrees and undertakes to provide the Company with any and all information and documents that the Company may from time to time request or require for the purposes of these Terms and Conditions or in connection with the User’s Account (including, but not limited to, the User’s name, address, telephone number, email address, date of birth, government-issued identification number, photograph of government-issued identity card or document or other photographic proof of identity, certificate of incorporation, constitutional document, memorandum and articles of association, board resolution authorizing the opening of the Account, and information regarding the Account). The Company will have no liability or responsibility for any permanent or temporary inability to access or use any Services as a result of any identity verification or other screening procedures. The User agrees that the Company shall have the right at all times to collect, use, process and disclose all such information provided to the Company for the purposes of its provision of the Services or to comply with all laws or requests from regulatory or governmental authorities.

3.Account

3.1. In order to use the Services, the User must create an Account and provide any requested information. When the User creates an Account, the User agrees to: (a) create a User ID and secure password that the User does not use for any other website or online service; (b) provide accurate, complete and truthful information; (c) maintain and promptly update the Account information; (d) maintain the security of the Account by protecting the password and restricting access to the Account; (e) promptly notify the Company if the User discovers or otherwise suspects any security breaches related to the Account; and (f) take responsibility for all activities that occur under the Account and accept all risks of any authorized or unauthorized access to the Account, to the maximum extent permitted by law.

3.2. The User is solely responsible for doing all things and taking all actions necessary to monitor and secure the Account. The Company shall be entitled to regard all instructions, orders, requests or communications emanating from the Account as authorized and issued by the User without further inquiry. The Company shall not be liable for any losses, damages, costs, actions, claims, penalties, liabilities, charges and/or expenses of whatsoever nature and howsoever arising, incurred or suffered by the User arising from or in connection with any Bid, Offer, acceptance of any Bid or Offer or any Transaction resulting under the Platform, even if such Bid, Offer, acceptance of any order, instructions or communication was subsequently discovered to be posted or made without the User’s authority or was fraudulent.

3.3. The Company may, in its sole discretion, limit the number of Accounts that the User may hold, maintain or acquire.

4.Tradable Products

4.1. The Company may, from time to time and in its discretion, determine the categories and types of Commodities which may be listed as an Offer or Bid on the Platform (“Tradable Products”).

5.Operating Hours

5.1. The Platform will generally be available 24 hours a day, 7 days a week from Monday to Sunday, or such time as may be published by the Company (the “Operating Hours”). The Company may vary the Operating Hours from time to time.

5.2. Notwithstanding the above, availability of the Platform and Operating Hours may be affected during any scheduled maintenance or as otherwise determined and notified by the Company.

6.Offers

6.1. Sellers may make Offers of a Tradable Product on the Platform.

6.2. All Offers shall be entered in the Platform in such form or manner as may be prescribed by the Company from time to time.

6.3. A Seller must, in respect of each Offer that it enters into the Platform, specify and provide such information as may be prescribed by the Company from time to time, including the type, asking price and quantity of the Tradable Product. A Seller shall be solely responsible for ensuring the accuracy of the Offer entered onto the Platform.

7.Bids

7.1. Buyers may make Bids of a Tradable Product on the Platform.

7.2. All Bids shall be entered in the Platform in such form or manner as may be prescribed by the Company from time to time.

7.3. A Buyer must, in respect of each Bid that it enters into the Platform, specify and provide such information as may be prescribed by the Company from time to time, including the type, bid price and quantity of the Tradable Product. A Buyer shall be solely responsible for ensuring the accuracy of the Bid entered onto the Platform.

8.Display and Duration of Bids or Offers

8.1. Bids or Offers listed will be displayed on the Platform in such manner and form as may be prescribed by the Company and shown to such Users as the Company may determine in its sole discretion (for example, Bids and/or Offers in certain agricultural products will be shown only to Users with Offers and/or Bids in such agricultural products). The Seller or Buyer agrees that any Offer or Bid displayed on the Platform may omit such information as the Company deems fit, including, without limitation, contact information of the Seller or Buyer.

8.2. A Seller or Buyer may remove or amend a placed Offer or Bid until the moment such an Offer or Bid is accepted by a User in accordance with Clause 9.1 below.

8.3. Bids or Offers will remain open and displayed on the Platform, until accepted by a User in accordance with Clause 9.1 below, removed or amended in accordance with Clause 8.2 above, or removed if still unaccepted after a specified number of days according to the User’s instructions or such other time as determined by the Company at the Company’s discretion.

8.4. A Seller or Buyer accepts and agrees that any Offers or Bids posted on the Platform is capable of acceptance and upon acceptance will result in a legally binding contract.

9.Transactions

9.1. When a User accepts another User’s Offer or Bid, it shall notify the Company, as directed by the Platform, and upon the Company’s acknowledgment of the acceptance of Offer or Bid, this will result in a Transaction on the Platform. In this event, the User’s Offer or Bid will be updated to reflect that the Offer or Bid has been accepted and is no longer available. The Platform does not match or automatically match any Offers or Bids. The User whose Bid or Offer has been accepted agrees to the foregoing process, and shall not be entitled to reject or revoke the Transaction on the Platform.

9.2. After a Transaction results, the User and Matched Counterparty may decide to complete the Transaction by entering into an agreement in writing outside the Platform, the terms of which are separately agreed between the User and the Matched Counterparty. The User and Matched Counterparty may choose to upload such agreement onto the Platform, solely for their record purposes only. The Company is not obliged to procure or be involved in such agreement, or take any steps to bring about such agreement, or completion of the Transaction in any way.

9.3. The Company’s records of the Transactions resulting under the Platform shall be binding and conclusive on the User and the Matched Counterparty for all purposes whatsoever and shall be conclusive evidence of the Transaction (whether or not the User or its Matched Counterparty subsequently completes the Transaction), and neither the User nor the Matched Counterparty shall dispute the validity, accuracy or authenticity of any such records and evidence. The Company is not obliged to act on any request to cancel, revoke, reverse or amend any Transactions.

9.4. The Company shall have no involvement in and no responsibility or liability for any matters related to the Transaction or the completion or documentation of the Transaction, including but not limited to the creditworthiness of either party to the Transaction. The User shall have the sole responsibility to assess any counterparty on the Platform, including the Matched Counterparty or the User accepting its Bid or Offer, and to rely solely on its own assessment and judgment in respect of any resulting Transaction. The Company makes no warranty, guarantee or representation of any kind, express or implied, or any endorsement whatsoever, as to the quality or fitness for any particular use or purpose in relation to the Tradable Products to be provided by any person, including the User or Matched Counterparty pursuant to a Transaction. All Transactions are solely at the parties’ own risk, and no inference whatsoever should be drawn from any party being a User on the Platform or any Bid or Offer posted on the Platform.

9.5. If the User and/or Matched Counterparty requires other Services from the Company, such as financing of the Transaction, the Company may, in its sole and absolute discretion, provide such Services, the terms of which will be separately agreed with the User and/or Matched Counterparty.

9.6. Each User shall be liable for its own taxes and duties arising out of any Transactions or the use of the Services.

10.Membership Fees

10.1. The User agrees to pay the Company a membership fee, based on the rate set out in the Fee Schedule (“Fees”), as may be varied by the Company from time to time.  

10.2. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule on the Platform, and will apply prospectively to any Accounts created following the effective date of such revised Fee Schedule.

11.Limitation of Liability

11.1. Whilst the Company will use its reasonable endeavors and efforts to perform the terms in these Terms and Conditions and ensure Platform stability, the User acknowledges and agrees that the Company makes no warranty whatsoever to the User as to the Platform or Services or the provision and use thereof, whether express or implied, and that the Platform and Services are provided on an “as is” and “as available” basis at the User’s sole risk. The Company makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Platform and does not represent or warrant that such Platform or any part thereof is free from defect, failure or interruption or that they are fit for the User’s purposes or any particular purpose. Without prejudice to the foregoing, neither the Company, nor its directors, officers, members, employees, agents or affiliates make any warranty in respect of, and to the fullest extent allowed by law, no such party shall have any liability, whether direct or indirect, to the User for: (i) the accuracy, timeliness, completeness, reliability, performance, fitness for purpose or continued availability of the Platform or Services;

(ii) delays, error, omissions, failure, inoperability or interruptions in the Platform or provision of Services;

(iii) any use, misuse, purported use or misuse, loss, theft or unauthorized use of the User’s User ID and password;

(iv) any virus or other destructive, malicious or corrupting program, code, agent, script or macro; and/or

(v) the creditworthiness or reliability of any counterparty (including a Matched Counterparty) and/or the outcome of any binding transactions linked to any Transaction.

11.2. The Company shall owe no duty or obligation to the User to verify any information displayed on the Platform. The User acknowledges and agrees that the Platform and the provision of the Services does not and shall not serve as the basis for any decision made by the User to enter into the Transaction and the User further acknowledges and agrees that the Company is not an adviser (including financial or investment adviser) and does not owe any fiduciary duties to the User.

11.3. In no event shall the Company, nor its directors, officers, members, employees, agents or affiliates have any responsibility or liability for any claims, demands, losses, liabilities, damages, costs, charges or expenses which are indirect, consequential, special, punitive, exemplary or incidental; or for any loss of revenue or profit, loss of use or anticipated savings, loss of goodwill, loss of opportunity, loss of reputation or business, or any other form of pure economic loss howsoever arising from or in relation to the use of the Platform and/or the Services (whether in contract, tort or otherwise).

11.4. For the avoidance of doubt, the Company makes no warranty and to the fullest extent allowed by law accepts no responsibility to the User to assess, confirm or verify any contractual obligation or right or ability to transact of any person using the Platform or Services. The User and the Matched Counterparty each agrees to carry out its own due diligence before entering into any agreement to transact with any counterparty.

12.Indemnity

12.1. The User agrees to defend, indemnify and hold harmless the Company (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to the User’s (a) use of, or conduct in connection with, the Services; (b) violation of these Terms and Conditions or any agreement incorporated by reference in these Terms and Conditions; and/or (c) violation of any rights of any other person or entity or of any laws and regulations including but not limited to anti-money laundering and countering the financing of terrorism laws and regulations.

13.Privacy Policy

13.1. Please refer to our Privacy Policy for information about how we collect, use and disclose your personal data.

14.Electronic Notices

14.1. The User agrees and consents to receive electronically all communications, agreements, documents, receipts, invoices, notices and disclosures (collectively, “Communications”) that the Company provides in connection with the Account and/or use of the Services. The User agrees that the Company may provide these Communications by posting them via the Services, or by emailing them to the email address the User provides. The User should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.

14.2. It is the User’s responsibility to keep its email address on file with the Company up to date so that the Company can communicate with it electronically. The User understands and agrees that if the Company sends an electronic Communication but the User does not receive it because its email address on file is incorrect, out of date, blocked by its service provider, or is otherwise unable to receive electronic Communications, the Company will be deemed to have provided the Communication to the User. If the User uses a spam filter that blocks or re-routes emails from senders not listed in its email address book, the User must add the Company to its email address book so that the User will be able to receive the Communications the Company sends to it. The User can update its email address at any time by logging into its Account. If the User’s email address becomes invalid such that electronic Communications sent by the Company are returned, the Company may deem the User’s account to be inactive, and the User may not be able to use the Company’s Services until the Company receives a valid, working email address from the User. The Company shall not be liable for any failure of communication (for any reason).

15.Force Majeure Events

15.1. The Company shall not be liable for (1) any inaccuracy, error, failure, delay in, or omission of (i) any information, (ii) the transmission or delivery of information, or (iii) carrying out its obligations under these Terms and Conditions; or (2) any loss or damage in any and all cases arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, terrorist attacks, market failure or disruption, telecommunications or network breakdown or disruption, communications, power failure, attacks on the security, integrity or operation of the Services, or equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a “Force Majeure Event”).

16.Suspension; Termination

16.1. In the event of any Force Majeure Event, breach of these Terms and Conditions or any laws or regulations, or any other event that would make provision of the Services commercially unreasonable for the Company, the Company may, in its discretion and without liability to the User, with or without prior notice, suspend the User’s access to all or a portion of the Services and/or as may be required by applicable laws, file a suspicious transaction report with the relevant authorities or otherwise report or inform the relevant authorities or take any other steps to protect the Company’s interests as the Company deems appropriate. The Company may also terminate the User’s access to the Services in its sole discretion, immediately and without prior notice, and delete the User’s Bid(s) or Offer(s) on the Platform, deactivate the User’s Account and all related information and files in such account without liability to the User, including, for instance, in the event that the User breaches any term of these Terms and Conditions. In the event of discontinuation of all Services or termination of the User’s access to the Services or deletion or deactivation of the User’s Account: (a) all amounts payable by the User to the Company will immediately become due; (b) the Company may cancel any open Bids or Offers that are pending at the time of discontinuation or termination or deletion or deactivation; and/or (c) the Company may take such other steps as the Company deems necessary or desirable to protect its own interests. The Company shall not be responsible or liable for any loss or damages incurred as a result of or arising from any actions taken under this Clause 16.1.

17.Complaints and Dispute Resolution

17.1. The User may direct all complaints or disputes to the Company’s customer service team at customerservice@cic-tp.com If the User is not satisfied with the Company’s response, it may refer the dispute for arbitration in accordance with Clause 17.2 below.

17.2.Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore to be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this arbitration clause. The seat of the arbitration shall be Singapore. Any arbitration commenced pursuant to this arbitration clause shall be conducted in accordance with the Expedited Procedure under the SIAC Rules. The tribunal shall constitute one arbitrator agreed by the Company and the User within fourteen (14) days from the notice of arbitration failing which the arbitrator shall be appointed in accordance with and subject to the provisions of the SIAC Rules. The language of the arbitration shall be English. The law that governs this arbitration clause shall be Singapore law.

17.3. The Company and the User further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

18.Governing Law

18.1. These Terms and Conditions shall be governed by and construed in accordance with Singapore law.

19.Entire Agreement

19.1. These Terms and Conditions contain the entire agreement, and supersede all prior and contemporaneous understandings between the User and Company regarding the Services. These Terms and Conditions do not alter the terms or conditions of any other electronic or written agreement the User may have with the Company for the Services or otherwise. In the event of any conflict between these Terms and Conditions and any other agreement the User may have with the Company, the terms of that other agreement will prevail only if the terms under these Terms and Conditions are specifically identified and declared to be overridden by such other agreement.

20.Third Party Rights

20.1.A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore) to enforce any term of these Terms and Conditions, except to the extent (if any) that these Terms and Conditions expressly provide for such Act to apply to any of the terms.

21.Amendment

21.1. The User agrees, acknowledges and accepts that the Company may amend, vary or supplement any terms or conditions hereunder of these Terms and Conditions or any additional or specific terms or conditions relating to any Account, Service or Transaction by notice to the User by any means the Company deems fit, including notification such as by sending an email, posting the amended terms (whether to these Terms and Conditions or otherwise) via the website, and any such amendment, variation or supplement shall take effect as from the date of such notice or the date specified in such notice (as the case may be). If the User continues to make use of any of the Services after receiving such notice, the User shall be deemed to have agreed to any such amendments, variations or supplements without reservation. If the User does not agree to any amended terms (whether to these Terms and Conditions or otherwise), the User must discontinue using the Services and contact the Company to terminate its Account.

22.Waiver

22.1. The Company’s failure or delay in exercising any right, power or privilege under these Terms and Conditions shall not operate as a waiver thereof.

23. Severability

23.1. The invalidity or unenforceability of any of the terms in these Terms and Conditions shall not affect the validity or enforceability of any of the other terms in these Terms and Conditions, all of which shall remain in full force and effect.

24. Assignment

24.1. The User may not assign or transfer any of its rights or obligations under these Terms and Conditions without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms and Conditions, in whole or in part, without obtaining the User’s consent or approval.

25. Headings

25.1. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

26. Survival

26.1. Clauses 10 (Membership Fees), 11 (Limitation of Liability), 12 (Indemnity), and 17 (Complaints and Dispute Resolution) shall survive any termination or expiration of these Terms and Conditions.

Fee Schedule -- To Be Advised