Terms & Conditions

Welcome to CityBuy.

CityBuy offers solutions for the entire F&B industry.

CityBuy Services are provided on and in accordance with the terms and conditions outlined below (the “Terms and Conditions”) by CityBuy Pte Ltd, a company registered in Singapore under the Business Registration number 201837468D (“CityBuy”, “we” “our” or “us”).

These Terms and Conditions are drafted with reference to Singapore law and CityBuy believes that Singapore law provides a robust but business-friendly legal framework for both itself, its Members and its Partners.

What is your relationship with CityBuy?

These Terms and Conditions apply to any use of the CityBuy Services and are binding on you from the time that we provide you with access to the CityBuy Services. These Terms and Conditions are the legal agreement between you and CityBuy and govern your use of the CityBuy Services.

By registering to use the CityBuy Services you acknowledge that you have read and understood these Terms and Conditions and have the authority to act on behalf of any person for whom you are using the CityBuy Products. If you do act on behalf of any other person when using the CityBuy Products, you are deemed to have agreed to these Terms and Conditions on their behalf.

These Terms and Conditions will continue in effect until either you or CityBuy terminates them in the manner described below.

Our Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information both within and outside of Singapore for storage, processing and use by us.

Notices and messages

As part of providing you the Services, we may provide you with certain communications, such as service announcements, administrative messages or special offer from Partner. We will provide notices and messages to you through the Website or Mobile App within the Service or sent to the contact information you provided us (e.g., email, mobile number, physical address).

Changes of terms

We may amend these Terms from time to time at our sole discretion without notice or liability to you. You are responsible for ensuring you are familiar with the latest Terms. By continuing to use the Services following such amendments to these Terms, you agree to be bound by such amendments.

These Terms were last updated on October 10th 2019

Definitions

Aggregated Data refers to procurement data collected from the buyer in order to observe trends, for the purposes of data analytics and benchmarking. No confidential information, such as individual pricing, or client names, will be disclosed.

Brand means a manufacturer or producer of the Products made available through the Services who has registered to use the Services as a brand.

Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Services including, in the case of a Partner or Brand, all content, data and information uploaded into the Services by the Partner or Brand when creating a Listing.

Fees means the monthly subscription fees payable by Members, Partners and Brands for access and use of the CityBuy Services. CityBuy may vary the Fees from time to time, in accordance with these Terms and Conditions.

Intellectual Property Rights​ means any patent, trade mark, service mark, database right, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Listing means the advertisement or post by a Partner or Brand on the Services offering Products to users of the Services.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, less, liability and cost, including legal costs on a solicitor and own client basis.

Member means an operator purchasing the Products (such as a restaurant, bar, café, hotel or caterer) who has registered to use of the Services as a member.

Mobile App​ means the mobile application that provides access to and use of the Services.

Partner means a distributor that provides Products to Members and is registered to use the Services as a partner

Products means the food and/or beverage goods and Partner or Brand events made available through the Services.

Services means the platform accessed through the Website or Mobile App as further described on the Website

Terms​ means these terms and conditions [Terms & Conditions]

Website​ means [www.citybuy.com.sg]

You ​means you or, if applicable, both you and the other person on whose behalf you are acting.

Changes to our services

The Services that we provide are always evolving and the form and nature of the Services that we provide may change from time to time without prior notice to you.

In addition, we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time and without prior notice to you.

Fees and payment

If you subscribed to a paid service you agree to pay us the Fees. Failure to pay the Fees will result in the termination of your access and use of the Services.

We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your accessing the Services and to use to pay other services you may buy.

When you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the Fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. You can cancel your subscription at any time.

We may, by giving at least 60 days’ notice, increase the Fees from time to time. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may cancel your account to use the Services. If you do not cancel your account before the effective date of the increase, you are deemed to have accepted the increased Fees.

Data

Dealing with your Data transparently is a high importance at CityBuy.

In order to provide CityBuy’ services to Members, Partners and Brands we need to use and store the Data. In addition, we may share or make available the Data to third parties that provide services to us.

Data at the individual member level will never be sold to any third party.

CityBuy will only share Aggregated Data and will always ensure that all members will remain anonymous.

About our services

We act as an intermediary for users of the Services to transact and are not a party to any agreement to buy, sell or provide the Products advertised on the Website or Mobile App. We are not an auctioneer or broker. When a user purchases Products and a Partner and/or Brand agrees to provide Products, they are entering into an agreement directly with each other.

Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.

Except as further described below in relation to third party features, we will use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.

Through the use of web services and APIs, the Services may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

The Services may include advertisements which are subject to change. In consideration for us granting you access to and use of the Services, you agree that we and our third-party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.

Accessing and using our services

You are responsible for:

You must:

When accessing and using the Services, you must not:

Without prejudice to our other rights arising from these Terms or otherwise, you will indemnify us against all Loss incurred or imposed as a direct or indirect result of:

Additional obligations for Partners

On submitting or updating a Listing, you must:

You acknowledge and agree that you are responsible for all Listings that you submit or update on the Services. Accordingly,yourepresentandwarrantthatanyListingyousubmitorupdate,oraMember’suse of, the Products will:

When you upload your invoices

If you use any invoice upload feature as part of the Services, you acknowledge that:

Market place product listings

We attempt to be as accurate as possible in the description of the Products displayed through the Services. However, as the descriptions are based on information provided to us by the Partners and/or Brands (who remain responsible for them), We cannot guarantee that all details are accurate, complete or error free. The Product prices listed on the Services serves as indicative prices only.

Price display

We do not offer price matching or price guarantees.

Transactions on our platform

You acknowledge that parties, other than us, list and sell Products through the Services. For the avoidance of doubt, each agreement entered into for the sale of a Product will be an agreement entered into directly and only between you and the Member, Partner and/or Brand with whom you are dealing. You acknowledge that we may at our sole discretion but are not obliged to and do not guarantee to, check, audit, or monitor the information contained in Listings. We are not a party to any contract for the sale or purchase of Products in Listings. We are not an agent for any Member, Partner or Brand, and accordingly, we will not be liable to any person in relation to an offer for sale, sale, purchase or supply of any Products listed through our Services. We are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any Products and we will have no obligation to mediate between the parties to any such contract.

Your account and password

You (including all your designated users) are responsible for safeguarding the password that they use to access to the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You must treat such information as confidential. You must not disclose it to any third party. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service. If you know or suspect that anyone other than you knows your password, you must promptly notify us at info@citybuy.com.sg

Content

Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

You acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).

You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.

While we will use reasonable endeavors to back up all Content stored using the Services, you must keep separate and regular back-up copies of all Content uploaded by you onto the Services platform.

Disclaimers

The Services provided by us are “as is”. All advertisements, arrangements and agreements to buy, sell or provide the Products through the Services are carried out entirely at your own risk. We exclude to the fullest extent permitted by applicable law all liability for any Loss arising out of or in any way connected with any other arrangements that you may have made in connection with the Services or your use of the Services.

Without limiting the above disclaimers:

To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:

Limitation on and exclusion of remedies and damages

To the maximum extent permitted by law, you access and use the Services at your own risk, and we are not liable to you or any other person for any Loss under or in connection with these terms, the Mobile App, the Website, or your access and use (or inability to access or use) the Services. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

To the maximum extent permitted by law and only to the extent the exclusion of liability above does not apply, our total liability to you or any other person under and in connection with these Terms or your access and use of the Services must not exceed SGD$100.00 and we are not liable to you or any person under or in connection with these Terms or access or use of the Services for any loss of profit, revenue, savings, business, data and/or goodwill, or any consequential, indirect, incidental or special damage or loss of any kind. This limitation applies to anything related to the Services; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if we know or did know about the possibility of the damages.

Force majeure

We will not be liable for any failure in performing our obligations under these Terms due to circumstances beyond our reasonable control. In no event will we be responsible or liable for any failure or delay in the performance of our obligations under these Terms arising out of or caused by, directly or indirectly, forces beyond our control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

Intellectual property rights

All Intellectual Property Rights subsisting in respect of the Services belong to us or have been lawfully licensed to us for use in connection with the Services. All rights under applicable laws are reserved. You are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component of the Mobile App, Website or the Services yourself or create derivative works with respect thereto, as the Mobile App, Website and the Services are copyrighted under applicable laws. You agree that we are free to use, disclose, adopt and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by you to us (the “Feedback”) in connection with the Services and/or your use of the Services without any payment to you. You waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to our use, disclosure, adoption and/or modification of any or all of your Feedback.

Termination or suspension of the Services

If you wish to terminate your access and use of the Services and these terms, at any time you can do so by closing your account and no longer accessing or using the Services. If you do this, these Terms and your right to access and use the Services will terminate immediately

In addition and without prejudice to any other rights or remedies, we may terminate or temporarily suspend your access to the Services at any time for any reason at our sole discretion with or without notice to you, including if we in good faith believe you have violated any provision of these Terms or that the Content infringes the rights of a third party (including intellectual property rights and privacy) or that the Content is Objectionable, incorrect or misleading.

On termination of your use of the Services:

Termination of these Terms does not affect any accrued rights or liabilities either you or we have under these Terms nor does it affect any provision these Terms which is expressly or by implication intended to operate after termination.

In addition to any other obligation in these service terms, on cancellation or termination of these Terms, we may delete all data including any Content, files (including without limitation email files if applicable) from our systems (including any storage media) without any liability to you whatsoever.

No third-party rights

Nothing expressed or referred to in these Terms gives any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any provision of these Terms, and these Terms and all of its provisions are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.

Remedies and waiver

Any remedy or right conferred upon us for breach of these Terms will be in addition to and without prejudice to all other rights and remedies available to us by law. Any waiver of any breach of these Terms shall not be deemed to apply to any succeeding breach of the provision or of any other provision of these Terms. No failure to exercise and no delay in exercising on the part of any of the parties any right, power or privilege under these Terms will operate as a waiver nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Severability

If any provision of these Terms is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of these Terms shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in these Terms.

Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore and the parties agree to submit to the non-exclusive jurisdiction of the Singapore courts.

Entire agreement

These Terms set out everything agreed by the parties relating to your use and our provision of the Services and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.