1.1    By using and accessing synagie.com (the “Website”), you conclude a legally binding agreement with us, BTFL Pte. Ltd. (“we” or “us”), the owner and administrator of the Website.

1.2    You accept without limitation or qualification the Terms of Use, including the Privacy Policy.

1.3    We may amend this Terms of Use at any time by posting a revised version on the Website. However, an individual notice will not be sent to you. Any amended Terms of Use shall replace all previous versions of the same. If you do not agree to the amendments or changes to the Terms of Use, you should immediately cease use of any of the services on the Website. After any such amendment becomes effective, we will deem your continued use of the Website to constitute acceptance and agreement to such amendment.

1.4    We will, from time to time, post on the Website, guidelines and rules relating to the use of the Website. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.

2.1    You will be required to provide personal information during registration of your account on the Website. Such information may include your company name, contact details and other information that is not otherwise publicly available. You are required to provide us with a current, valid e-mail address, your street address, delivery address (if different), contact phone number, product specifications and inventory. You warrant and certify that the information you provide, will always be truthful, accurate and up-to-date. We reserve the right to cancel any unconfirmed account or an account that has been inactive for a long period of time, or if we find you have submitted inaccurate information, or if we determine that your account may be compromised or used for fraudulent purposes. You agree to the use of your personal information for the purposes of our communication to you. Such use of personal information shall be in accordance with the Terms of Use.

2.2    In carrying out any transactions with us on or in relation to the Website or registering an account with us on the Website, you warrant that: you are above 18 years of age or the legal age of majority in your country; you are using your actual identity; the company and personal data that you have provided to us are true, accurate, complete, and current; and you shall not use our Website our Services to make or accept offers if you are not able to form legally binding contracts for usage on behalf of a company that you are authorised to represent your company

2.3    You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including, without limitation, your password. You agree to limit the access to your account to yourself only, and take all reasonable measures to ensure the confidentiality of your password to the account that you use to access the Services. Given that your account can only be accessed by you, you agree that you will be responsible for all activities that occur under your account. If you become aware of or suspect any unauthorized use of your account, or any known or suspected security breach such as disclosure of your password or theft of your account information, you should notify Synagie immediately. You may be held liable for losses incurred by us or any other user of the Website or Services due to someone else using information of your account as a result of your failing to keep your account secure and confidential. You may not transfer your Synagie account or your account login/password to any other person.

2.4    You agree to comply with the Terms of Use when you enter into a transaction on the Website.

2.5    We do not disclose your company, personal data to our partners or third parties, except for your name, product type/category, inventory quantity and delivery address which you consent to and agree is fair and reasonable for the purposes of your use of the Services. When you register for an account with Synagie, you are asked to consent to receive e-mail marketing communications from us. If you give such consent, you may “opt out” (unsubscribe) at any later time by clicking a link provided in any marketing e-mail or on your account.

2.6    Basic membership on Synagie starts Free. Customers can option for extra value added services which will be charged on a pay as you use basis. Please see synagie.com for full details

3.2    You understand Website Material may be offensive, indecent or objectionable.

3.3    You understand that Website Material may only be used for the your own and non-commercial use, and not for publication, distribution, transmission, re-transmission, redistribution, broadcast, reproduction or circulation to someone else in the same company or organisation, and not for posting to other websites or forums, newsgroups, mailing lists, electronic bulletin boards, Internet Relay Chats operated by other websites.

3.4    You agree not to reproduce, display or otherwise provide access to the Website or Website Material on another website or server.

3.5    We are, under no circumstances, liable for any Website Material, including but not limited to, any errors or omissions in any Website Material, or for any loss or damage of any kind incurred as a result of the use of any Website Material posted, emailed, transmitted or otherwise made available on the Website.

4.1    Synagie shall perform the Synagie Services as selected and authorized by you in your Account. For purposes of these Terms, “Synagie Services” means the Synagie products and services and any other features, software, technologies and/or functionalities offered by Synagie and ordered by you through your Account. You may order Synagie Services through your Account (“Synagie Services Orders”). All Synagie Services Orders are deemed incorporated into, and governed by, these Terms. By using the Synagie Services, you acknowledge and agree that Synagie is a provider of online software, third-party warehouse and shipping services. Synagie helps you process your orders, accept shipments from, store (if necessary) and make shipments to, third parties. Synagie is an independent contractor for all purposes. Synagie acts as your agent only with respect to the custody of your merchandise (hereinafter referred to as “Inventory”).

5.1    Account Balances. Synagie may set a minimum balance that you must maintain on your Account (“Minimum”). Synagie reserves the right to increase or to decrease the Minimum on your Account immediately upon notice to you. Your Synagie Account must be funded at or above the Minimum in order to receive Synagie Services. The funds that you maintain in your Synagie Account constitute your “Account Balance”. As Synagie Services charges are incurred, Synagie will deduct these from your Account Balance. Synagie reserves the right to request deposits to receive Inventory to cover costs such as receiving costs and enforce minimum Account Balances. If your Account is closed for any reason, Synagie reserves the right to hold the Minimum Balance for up to 120 Days.

5.2    Service Fees. “Service Fees” are the fees for any Synagie Services and any third-party fees (including, but not limited to storage, inbound/outbound, pick & pack, carrier fees, delivery fees, duties, international brokerage charges, freight charges, insurance premiums or other charges given during your use of Synagie Services) ordered through your Account and any special or additional fees assessed against your Account as permitted in these Terms or the Policies. Note that the Service Fees for Synagie Services are billed at the time of usage or to the month in which the Synagie Services are performed. Service Fees are subject to change. If you are on a billing plan, should you change plans during or at the end of any month, your previous pricing plan may no longer be available.

5.3    Estimates. Quotations for Synagie Services and Service Fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon Synagie. Quotations accepted through Synagie Services’ online interface are estimates based on the information available at the time made. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of your product, the delivery address, and services requested during the normal course of delivery. Synagie reserves the right to bill the Service Fees based on actual charges at any time after the Synagie Services are rendered. Synagie specifically disclaims liability for any shipping rate errors due to inaccurate or incomplete information, such as dimensions and weights.

5.4    Service Fee Disputes. Should you disagree with any Service Fees (other than carrier or third-party fees) charged against your Account, you must submit the dispute to Synagie within 60 days of the fee being charged (“Dispute Period”). Synagie will not review Customer requests for Service Fee adjustments that are received after the Dispute Period. The dispute timing allowed for third-party fees and carrier fees shall be set by the applicable third-party or carrier and such time period may be substantially shorter than the Synagie Dispute Period. If you have a dispute with a third-party fee or carrier fee, please contact Synagie immediately.

5.5    Account Balance Disputes. If Synagie becomes aware of, or is notified of, a dispute relating to your Account Balance, then Synagie will promptly review the dispute. Within 5 business days after the resolution of the dispute, Synagie will credit or debit your Account Balance accordingly, if appropriate. Synagie will not review Customer requests for Account Balance adjustments that are received more than 60 days after the amount in dispute is posted to your Account Balance.

5.6    Abandoned Account and Liquidation. If your Service Fees remain unpaid for a period greater than 30 days, then Synagie reserves the right, at its sole discretion to reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of the Account Balance and Inventory would then immediately be forfeited by you. Inventory will become immediately and irrevocably unavailable to you, and liquidation proceedings would begin. You agree the Inventory would be free and clear of liability, and that you would assume any liability therefore. You would have no rights to the liquidation proceeds. You would also remain liable for any pending Service Fees above and beyond the liquidation proceeds.

5.7    Taxes. You acknowledge and agree that all fees, charges and any other rates or amounts charged by Synagie to you hereunder are exclusive of applicable goods services, value added, sales and service taxes (“Sales Taxes”) which may be levied in connection with the supply by Synagie of the Synagie Services to you. Where applicable, you shall pay all Sales Taxes arising in respect of the Service Fees or other amounts charged by Synagie to you.

5.8    Currency. All dollar amounts stated in these Terms and the Policy’s will be in Singapore dollars unless otherwise specified.

6.1    Your use of the Website is at your sole risk. We disclaim all warranties of any kind, whether express or implied.

6.    We reserve the right at any time and from time to time to modify and discontinue, temporarily or permanently, any services of the Website (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.

6.3    We make no warranty that:

– the Website will meet your requirements;

– the Website will be uninterrupted, timely, secure and error-free;

– any results that may obtained from the use of the Website will be accurate or reliable;

– the quality of any products, services, information or other material purchased or obtained by you through the Website will meet your expectations.

6.4    We cannot and do not endorse, and cannot be responsible for, the messages, views, opinions, research and recommendations of individuals, users, and organisations of deemed interest, or advocate any patronage of any particular service provider, course of treatment or commercial dealings in any securities, investments or classes of securities or investments nor does the inclusion on the Website of a link to other website(s) or resources imply any form of endorsement by us.

6.5    We do not actively review or edit the messages, views, opinions, research and recommendations of users, even if such messages, views, opinions, research and recommendations are made by the users using the Website. While the information on the Website has been obtained from sources believed to be reliable, none of the data, news, information, reports or opinions nor any of the recommendations (if any) has been customised for any specific person or class of persons. Therefore, please use the Website at your own risk.

6.6    By making available information and data pursuant on the Website, including facts, views, opinions and recommendations of individuals and organisations of deemed interest, we and our content providers are not giving or purporting to give or representing or holding themselves out as giving financial, investment, tax, legal and other professional advice. You shall always seek the relevant professional advice before otherwise making any such decisions.

6.7    We may monitor or review any areas on the Website where you transmit or post communications for the purpose of promoting its efficiency, usefulness and appropriateness of use. However, we do not undertake to monitor or review every posting or communication, and we disclaim any and all liability relating to all Website Material, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.

6.8    Your use of the Website is at your own risk, and you acknowledge that all content, information, products and services made available through Synagie are provided on an ‘as is’ and “as available” basis. While we strive to ensure that accurate and current information about products and services is displayed on the Synagie Website, we disclaim all warranties, express and implied, including but not limited to warranties of merchantability, safety, quality, fitness for a specific purpose, and non-infringement, to the full extent permissible by applicable law. In similar vein, you hereby agree that your continued use of the Website constitutes the exclusion of the sale of goods legislation in Singapore, and you agree to unconditionally and specifically exclude all implied terms that would normally apply in the sale of goods legislation including but not limited to implied terms on merchantability, fitness for purpose, title and other terms normally implied under such legislation. You are solely responsible for any damage to your computer system, devices, data, software, firmware or hardware that results from the use of the Services. Synagie is not liable to you for any injury or damages of any kind due to your choice or use of any product purchased through Synagie.

6.9    You acknowledge and agree that the goods and/or products purchased using the Services are provided by third party merchants and not by Synagie, and Synagie shall have no liability to you whatsoever regarding such goods and/or products to the full extent permissible by applicable law.

7.1    You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of any content that you submit, post, transmit or make available on the Website, your use of the Website, your connection to the Website, your violation of the Terms of Use, or your violation of any rights of another party.

8.1    We shall not be liable to you for any direct, indirect, incidental, special, consequences or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from either party’s access to, or use of, the site, any content, or third party sites and content.

8.2    Third Party Liability. By using the Synagie Services, you acknowledge and agree that Synagie disclaims all liability for the acts or omissions (including, without limitation, any negligence or willful misconduct) of any third party whether or not selected by or retained by Synagie.

8.3    Annual Inventory Shrink-Allowance. Handling physical products could result in loss or damage of Inventory. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Inventory and/or cross-shipments. Synagie maintains merchant friendly receiving and product labeling requirements. You agree that Synagie will have a 1.5% shrink allowance based on the value of your account’s Inventory known to be in the facility based on the stated cost value measured on an annual basis and subject to Limitations of Liability in Section 6 below. Explainable, offsetting Inventory adjustments based on miss-marked Inventory or receiving Inventory errors will not be deemed an Inventory shrinkage event or lost Inventory.

8.4    Damage or Loss of Inventory. Inventory insurance is available. In the event of loss, damage or destruction of inventory (“inventory loss”) for which Synagie is legally liable, you declare that Synagie’s liability shall be limited S$0.20 per kilogram said lost, damaged, and/or destroyed inventory. Provided, however that within a reasonable time after inventory is received, you must add inventory insurance on part or all of the inventory in which case an increased charge will be made based upon such increased coverage; further provided that no such coverage shall be valid unless paid for before loss, damage or destruction to any portion of the inventory has occurred. In no event shall Synagie be liable for any lost sales revenue from inventory loss. Synagie’s maximum liability for inventory loss will be capped at 5% of the total product value or one month of the average billable storage, whichever is lower (“inventory damages cap”). For greater coverage, you must add inventory insurance in your account settings on the inventory that you wish covered by insurance, in which case an increased charge will be made based upon such increased coverage; further provided that no such coverage shall be valid unless paid for before loss, damage or destruction to any portion of the inventory has occurred.

8.5    Projects. In the event of a loss due to a project defined as an hourly or piece work done on expected or held inventory (“project”), you declare that Synagie’s liability shall be limited to the hourly charge you paid to Synagie for the project.

9.1    All personal data about you is subject to our Privacy Policy.

9.2    The Privacy Policy is deemed incorporated into the Terms of Service by reference to this Clause.

If you believe that your copyright has been infringed, please send an email to zlee@synagie.com

10.1    Please note that we will only accept and act on notices in the English language that comply with this Terms of Use. Any notices that do not comply with the above will be rejected, and we will not take any action in relation to such rejected notices.

10.2    Within 4 weeks of receipt of a compliant notice of infringement, we will take the actions described below: expeditiously take reasonable steps to remove or disable access to the allegedly infringing electronic copy; and after removing or disabling access to the allegedly infringing electronic copy, expeditiously take reasonable steps to notify the user who had made that content available (“Content Owner”) via the contact details that the user has provided to us. In doing so, we will also provide the Content Owner with a copy of the notice of infringement.

10.3    If the Content Owner provides a counter-notice, and this counter-notice is provided to us within 4 weeks of the date that we notify the Content Owner of the removal or disabling of access to the allegedly infringing content (“Notification Date”): we will expeditiously take reasonable steps to restore, or to restore access to, the allegedly infringing content, if it is technically and practically feasible to do so; if, before we complete the necessary steps to restore, or to restore access to, the allegedly infringing content (where it is technically and practically feasible to do so), the owner of the copyright in question commences proceedings to prevent the restoration of, or the restoration of access to, the allegedly infringing content, and we are informed of such proceedings, we will cease such steps to restore, or to restore access to, the allegedly infringing content.

10.4    If the Content Owner does not provide a counter-notice within 4 weeks of the Notification Date, we will take no further action and we will consider the case to be closed.

11.1    We may, under certain circumstances and without prior notice, at our sole discretion immediately terminate your account (if any). Cause for such termination shall include without limitation:

– breaches or violations of the Terms of Use, or other incorporated documents, guidelines or rules;

– request by law enforcement or other government agencies;

– self-initiated account deletions;

– infringement of intellectual property rights of others;

– discontinuance or material modification to the services on the Website, or part thereof;

– unexpected technical or security issues or problems or extended periods of inactivity.

– fraudulent or wrongful use of an account.

– multiple Account(s) associated with same customer’s identity and personal information.

– inactive of account for a period of 1 year and more.

– insufficient funds or negative balance

11.2    Immediate termination. Immediate termination is where we immediately close your Account and ship remaining Inventory to the billing address listed in your Account, at your expense. If no address is available, we will liquidate your Inventory (See Abandoned Account and Liquidation for more information). Synagie reserves the right to immediately terminate an Account for a number reasons including but not limited to the following: Ignoring a warning of misuse of the Synagie Services. Violation of Synagie’s Policies (including, without limitation, the Acceptable Use Policy), these Terms or any other conditions of use.

11.3    Termination with 30 days notice. Synagie reserves the right to terminate an Account for any reason upon 30 days notice (“Termination Notice Period”) which Synagie shall send to you via email. It is your responsibility to make sure Synagie has a working email for you. You may have full or limited use of your Account during the Termination Notice Period in our discretion, with the intention of allowing you to expire existing inventory without it being shipped back to you. Any Inventory that remains in Inventory at the expiration of the Termination Notice Period will be shipped to the address on file and, if address is not on file, the billing address on your credit card, at your expense. If no address is available or no balance is available to pay for shipment back to you, we will liquidate your remaining Inventory. (See Abandoned Account and Liquidation Policy for more information.)

11.4    Payment for Services prior to Inventory Removal. Prior to Merchant removing all Inventory following termination and as stated herein, Merchant shall pay Synagie i) all current amounts outstanding for Service fees, transportation, storage and other fees and ii) a good faith estimate of amounts that will become due for transportation, storage and Service and other fees that will be incurred prior to the termination date.

11.5    Additional Actions. If you violate the Policies or these Terms, we may close, put on hold, or limit access to your Account or the Synagie Services as set forth above. Without limiting any of remedies under law or equity, we may also take any actions we deem necessary or advisable, including, without limitation, any of the following actions: Contact buyers who have received Inventory that we shipped on your half, contact your bank or credit card issuer, and warn other users, law enforcement, or impacted third parties of your actions; Update inaccurate information;

We may refuse to provide the Synagie Services to you in the future;

We may hold your funds and Inventory for up to 120 days if reasonably needed to protect against the risk of liability; and We may take legal action against you.

12.1    We reserve all intellectual property rights to the Website and Website Material, including international copyright and trade mark rights. All other names, products and marks mentioned are the intellectual property rights of their respective owners. No materials provided through the Website, including text, graphics, code, ratings, rankings, databases, aggregated information, Website Material and/or software may be reproduced, modified, adapted, distributed, published, displayed, uploaded, posted, transmitted or hyper-linked in any manner and in any form without our express, prior written approval, and the approval of the respective copyright and trade mark holders. The Website and Website Material are for your personal use only, and you may not engage in any dealings with other parties regarding such services and contents. Such dealings include commercial dealings and dealings which will adversely affect the commercial value of the Website and Website Material.

12.2    All data stored, analysed and/or processed by synagie.com or its online platform app.synagie.com including but not limited to your business, order, fulfillment and customer data shall be the property of BTFL Pte Ltd. You hereby grant us the right to use, process or analyse data that you upload or is downloaded to our Website or online platform from your online channels.

13.1    The Terms of Use shall be governed by and construed in accordance with the laws of the Republic of Singapore, and any claims or disputes of whatever nature shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

13.2    Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.

13.3    You shall be bound by and responsible for all communications and online activity transmitted or conducted through the use of your Account. We shall have no responsibility or liability for any loss, damage, cost, expenses caused as a result directly or indirectly with the wrongful or fraudulent use of your Account. Please contact us at zlee@synagie.com to report any misuse of your account by unauthorized personnel.

13.4    Notices to You. You agree that Synagie may provide notice to you by posting it on our website, emailing it to the email address listed in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to the email address listed in your Account. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. Synagie reserves the right to terminate your Account if you withdraw your consent to receive electronic communications.

13.5    Notices to Synagie. Except as otherwise stated, legal notices to Synagie must be sent by i) postal mail to: Synagie.com, Attention: Legal Department, 15 Greenwich Drive, Level 2, Singapore 534022, and shall not be deemed to be received until actually received and ii) email to zlee@synagie.com

13.6    Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Synagie’s prior written consent and any attempted assignment without that consent will be void. Synagie reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these Terms shall be binding on and inure to the benefit of the parties’ successors and assigns.

13.7    All notifications to us pursuant to the Terms of Use shall be sent via email to: zlee@synagie.com

13.8    Lawyers’ Fees and Costs. Synagie shall have the right to collect from you its reasonable costs and necessary disbursements and lawyers’ fees incurred in enforcing these Terms.