Platform Use Agreement

Limitation of Platform Provider Liability

The Platform functions exclusively as a technology intermediary connecting independent Sellers and Buyers. The Platform Provider is not a merchant, manufacturer, distributor, shipping agent, or party to any commercial transaction conducted through the Platform. Accordingly, the Platform Provider expressly disclaims, to the fullest extent permitted under applicable law, all liability of any nature whatsoever arising from or in connection with:

• Any product or service listed, advertised, sold, purchased, or otherwise transacted through the Platform, including but not limited to defective goods, counterfeit items, or services not rendered;
• The transportation, logistics, shipment, customs clearance, or physical delivery of any product, including loss, theft, or damage in transit;
• The condition, quality, fitness for purpose, safety, legality, authenticity, or merchantability of any product or service offered on the Platform;
• The accuracy, completeness, reliability, or currency of any product description, pricing, specification, photograph, or other content posted by a Seller;
• Any transaction, payment dispute, non-payment, non-delivery, fraud, misrepresentation, or other commercial dispute arising between a Seller and a Buyer;
• Any personal injury, property damage, financial loss, or consequential damages arising from a User's reliance on the Platform or any content therein.

The Platform Provider makes no representations or warranties, express or implied, regarding the Platform's fitness for a particular purpose, uninterrupted availability, or freedom from technical errors. The Platform is provided on an "as is" and "as available" basis.

Seller's Use of the Platform

By registering as a Seller, you represent, warrant, and agree to the following obligations throughout the duration of your account:

1. You are using the Platform solely as a third-party digital tool to list, promote, and facilitate the sale of your products or services. The Platform Provider is not a co-seller, agent, partner, or joint venture participant in any transaction;
2. You have full legal authority, capacity, and all necessary licences, permits, and regulatory approvals to sell the products or services you list on the Platform in the jurisdictions where you operate and where your Buyers are located;
3. You are solely and exclusively responsible for the fulfilment, packaging, shipment, customer communication, after-sales support, warranties, and returns for all orders received through the Platform;
4. You will maintain accurate and current stock levels, pricing, and product availability information on your listings at all times;
5. You will process confirmed orders within the handling time you have specified, and failure to do so may constitute a material breach of this Agreement;
6. You will not engage in any form of price manipulation, artificial inflation, or deceptive pricing practices;
7. You acknowledge that the Platform Provider may, at its sole discretion, remove your listings, suspend your account, or terminate your access if your conduct is deemed detrimental to the Platform's reputation or User community.

Buyer's Use of the Platform

By accessing the Platform as a Buyer, you acknowledge and agree that:

1. You are using the Platform solely to browse, evaluate, and purchase products or services from independent Sellers. The Platform Provider is not the vendor, guarantor, or fulfilling party of any product you purchase;
2. It is your responsibility to conduct due diligence on any Seller and product before completing a purchase, including reviewing Seller ratings, product specifications, return policies, and applicable jurisdiction restrictions;
3. All disputes relating to product quality, non-delivery, or misrepresentation must be raised directly with the Seller in the first instance, before escalating to the Platform Provider's resolution process;
4. The Platform Provider does not guarantee the identity, legitimacy, or financial standing of any Seller and shall not be held responsible for fraudulent listings or Seller misconduct beyond the Platform Provider's reasonable control;
5. You will not engage in fraudulent chargebacks, false claims, or any conduct designed to unjustly extract refunds from Sellers or the Platform;
6. You are solely responsible for ensuring that any product you purchase complies with import regulations, customs requirements, or legal restrictions applicable in your location.

Product Information and Seller-Generated Content

All product descriptions, titles, specifications, pricing, photographs, videos, dimensions, ingredient lists, certifications, and any other product-related information displayed on the Platform are created and submitted exclusively by the respective Sellers. The Platform Provider acts solely as a passive host of this content and:

• Does not independently verify, inspect, endorse, certify, or guarantee the accuracy, completeness, truthfulness, or legality of any Seller-provided content;
• Does not represent that any product meets applicable safety standards, certifications, or regulatory requirements in the Buyer's jurisdiction;
• Reserves the right, but assumes no obligation, to review, modify, or remove any listing content that is reported as inaccurate, misleading, illegal, or in violation of this Agreement;
• Shall not be liable for any loss suffered by a Buyer who relies on Seller-provided content that proves to be inaccurate, incomplete, or misleading.

Sellers bear full and exclusive responsibility for ensuring that all content they submit to the Platform is accurate, lawful, not misleading, does not infringe any third-party intellectual property rights, and complies with all applicable consumer protection laws and advertising standards.

Breach, Penalties, and Enforcement

Any User who breaches any provision of this Agreement, any incorporated policy, or any applicable law in connection with their use of the Platform shall be subject to enforcement action at the Platform Provider's sole and absolute discretion. Such action may include, individually or in combination:

• Issuance of a formal written warning and requirement to remedy the breach within a specified timeframe;
• Temporary suspension of account access and all associated Platform privileges;
• Permanent termination of the User's account without refund of any fees paid;
• Removal of all listings, content, and data associated with the breaching account;
• A financial penalty, the quantum of which shall be determined by the Platform Provider having regard to the nature, severity, duration, and commercial impact of the breach;
• Recovery of all losses, costs, and damages suffered by the Platform Provider or third parties as a result of the breach, including legal fees incurred;
• Referral to relevant regulatory authorities or law enforcement agencies where the breach involves illegal activity.

Users agree that the penalty amounts determined by the Platform Provider are a genuine pre-estimate of the loss likely to be suffered and are not a penalty in the legal sense, where such a distinction is recognised under applicable law.

Acceptance and Binding Effect

Acceptance of this Agreement is effected, without limitation, by any of the following acts: creating an account on the Platform; clicking an "I Agree," "Accept," or equivalent button or checkbox during registration or checkout; accessing or browsing any part of the Platform; or completing any transaction on the Platform.

This Agreement is binding on the User personally and, where the User is acting on behalf of a company, organisation, or other legal entity, on that entity. By accepting on behalf of an entity, you represent and warrant that you have full authority to bind that entity to this Agreement.

This Agreement supersedes all prior discussions, representations, understandings, or agreements — whether oral or written — between the Platform Provider and the User relating to the subject matter herein, except where a separate written contract has been duly executed by authorised representatives of both parties.

Platform Fees, Commissions, and Payment Terms

The Platform Provider charges fees for access to and use of the Platform. By using the Platform, Sellers and, where applicable, Buyers agree to pay all applicable fees as published in the current Fee Schedule, which is incorporated into this Agreement by reference and may be updated from time to time.

• Listing Fees: Certain product categories or listing types may attract a per-listing fee as specified in the Fee Schedule;
• Transaction Commission: The Platform Provider charges a percentage commission on the gross value of each completed transaction. The applicable commission rate is set out in the Fee Schedule and is subject to change with thirty (30) days' notice to registered Sellers;
• Subscription Fees: Premium Seller accounts and advanced tool access are available on a subscription basis. Subscription fees are non-refundable once the billing period has commenced;
• Payment Processing: All payments processed through the Platform are subject to payment gateway fees, which may be passed on to Users as disclosed in the Fee Schedule;
• Non-Payment: Failure to pay any outstanding fees within the specified period entitles the Platform Provider to suspend the User's account, withhold proceeds from pending transactions, and pursue debt recovery including the engagement of collection agencies or legal proceedings;
• Currency: Unless otherwise stated, all fees are denominated in Singapore Dollars (SGD). International Users may be subject to currency conversion fees charged by their financial institution.

Prohibited Conduct and Restricted Items

Users are strictly prohibited from using the Platform, directly or indirectly, in any manner that:

• Violates any applicable local, national, or international law, regulation, or ordinance, including but not limited to consumer protection, anti-money laundering, export control, and data protection laws;
• Involves the listing, sale, or promotion of counterfeit, stolen, illegally replicated, or unauthorised goods;
• Involves restricted or prohibited items including, without limitation, illegal drugs and controlled substances, weapons and ammunition, hazardous materials, pirated content, items that infringe third-party intellectual property rights, or any goods banned by Singapore law or international trade regulations;
• Involves deceptive trade practices, false advertising, bait-and-switch tactics, shill bidding, or artificial manipulation of product ratings and reviews;
• Involves any form of harassment, abuse, defamation, discrimination, or threatening conduct towards other Users, Sellers, Buyers, or Platform Provider staff;
• Involves the collection, harvesting, or misuse of other Users' personal data, contact information, or payment details obtained through the Platform;
• Involves the circumvention of the Platform's transaction or fee systems, including conducting off-platform transactions with Users originally contacted through the Platform to avoid commissions;
• Involves the introduction of malicious software, bots, scrapers, automated tools, or any technology designed to disrupt, damage, or gain unauthorised access to the Platform's systems;
• Constitutes any act that, in the Platform Provider's reasonable judgment, brings the Platform, the Platform Provider, or the User community into disrepute.

Any User found to be engaging in prohibited conduct shall be subject to immediate account suspension, financial penalties, and referral to law enforcement authorities where warranted.

Intellectual Property Rights

All intellectual property rights in and to the Platform — including but not limited to the platform name, logo, branding, software, interfaces, design, algorithms, databases, and proprietary tools — are owned exclusively by the Platform Provider or its licensors and are protected under applicable intellectual property laws.

Users are granted a limited, non-exclusive, non-transferable, revocable licence to use the Platform solely for its intended purpose as set out in this Agreement. This licence does not include the right to:

• Copy, reproduce, distribute, or create derivative works of any part of the Platform's proprietary code, design, or content;
• Use the Platform Provider's name, logo, or branding in any marketing, promotional, or public-facing material without prior written consent;
• Reverse-engineer, decompile, or disassemble any aspect of the Platform's technical infrastructure.

By submitting content to the Platform — including product listings, images, descriptions, reviews, and communications — Sellers grant the Platform Provider a worldwide, royalty-free, non-exclusive, sublicensable licence to display, reproduce, adapt, and distribute that content for the purposes of operating, promoting, and improving the Platform.

Any unauthorised use of the Platform Provider's intellectual property will be subject to immediate legal action, including claims for injunctive relief and damages.

Data Privacy and User Information

The Platform Provider collects, processes, stores, and uses personal data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference and is available at stelliumservice.com/privacy. By using the Platform, all Users consent to the data practices described in the Privacy Policy.

• Data Collection: The Platform Provider collects personal data including, but not limited to, names, contact details, payment information, transaction history, usage data, and device information, for the purpose of providing, maintaining, and improving the Platform;
• Data Sharing: The Platform Provider may share User data with payment processors, logistics partners, regulatory authorities, and service providers strictly necessary to fulfil Platform services, subject always to applicable data protection laws;
• Seller Data Obligations: Sellers who collect or process Buyer data through the Platform must comply with all applicable data protection and privacy laws, including the Singapore Personal Data Protection Act (PDPA) 2012 and any international equivalents applicable to their operations. Sellers must not use Buyer data for any purpose other than fulfilling Platform transactions;
• Data Security: Users are responsible for maintaining the confidentiality and security of their account credentials. Any suspected unauthorised access to an account must be reported to the Platform Provider immediately at support@stelliumservice.com;
• Retention: The Platform Provider retains User data for as long as necessary to fulfil the purposes set out in the Privacy Policy and to comply with legal obligations, including those relating to tax, audit, and dispute resolution.

Dispute Resolution

The Platform Provider strongly encourages all Users to resolve disputes amicably and in good faith. The following process applies to all disputes arising from or relating to transactions conducted on the Platform:

1. Direct Resolution: Buyers must first contact the Seller directly through the Platform's messaging system to seek resolution. The Seller must respond within five (5) business days;
2. Platform Mediation: If direct resolution fails, either party may submit a formal dispute to the Platform Provider through the designated dispute resolution portal. The Platform Provider will review the dispute and may request supporting evidence from both parties;
3. Platform Decision: The Platform Provider may issue a non-binding recommendation or, in cases involving platform-held funds or platform-administered escrow, a binding determination as to the distribution of those funds. The Platform Provider's determination on matters within its administrative purview shall be final;
4. Arbitration: For disputes not resolved through the above process, both parties agree to submit to binding arbitration administered under the rules of the Singapore International Arbitration Centre (SIAC), with the seat of arbitration in Singapore and proceedings conducted in the English language;
5. Limitation Period: All claims must be submitted within twelve (12) months of the event giving rise to the dispute. Claims submitted after this period will not be entertained.

Notwithstanding the above, the Platform Provider reserves the right to seek urgent injunctive or declaratory relief from a court of competent jurisdiction in Singapore without being required to exhaust the above dispute resolution procedures.

Account Suspension, Termination, and Reinstatement

The Platform Provider reserves the right to suspend or permanently terminate any User account at any time, with or without prior notice, for reasons including but not limited to:

• Breach or suspected breach of any provision of this Agreement or any incorporated policy;
• Failure to pay outstanding fees or penalties within the prescribed timeframe;
• Conduct that poses a reputational, legal, financial, or security risk to the Platform or its Users;
• Receipt of an unusual volume of Buyer complaints, negative ratings, or unresolved disputes;
• A request or order from a regulatory authority, law enforcement body, or court of competent jurisdiction;
• Extended periods of account inactivity as defined in the Platform's operational policies.

Upon termination, the User's access to the Platform and all associated data, listings, and communications will be disabled. The Platform Provider shall not be liable for any loss of business, revenue, data, or goodwill resulting from account suspension or termination.

A suspended User may apply for reinstatement by contacting support@stelliumservice.com and providing satisfactory evidence that the grounds for suspension have been remedied. The Platform Provider's decision on reinstatement applications is final and at its absolute discretion.

User Indemnification

Each User agrees to fully indemnify, defend, and hold harmless the Platform Provider, its directors, officers, employees, agents, contractors, licensors, and successors from and against any and all claims, liabilities, damages, losses, penalties, fines, judgments, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The User's breach of any provision of this Agreement or any applicable law;
• The User's listing, sale, purchase, or misrepresentation of any product or service on the Platform;
• Any third-party claim that the User's content, products, or conduct infringes upon the rights of a third party, including intellectual property rights, privacy rights, or consumer protection rights;
• Any tax liability, import duty, customs penalty, or regulatory fine arising from the User's commercial activities conducted through the Platform;
• Any personal injury or property damage caused by a product sold by the Seller through the Platform.

This indemnification obligation shall survive the termination or expiry of this Agreement and shall remain binding for a period of six (6) years following the last transaction or interaction between the User and the Platform.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

Subject to the dispute resolution process set out in Section 11, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore for the resolution of any dispute arising out of or in connection with this Agreement that is not resolved through arbitration.

Where a User is located outside Singapore, the User acknowledges that Singapore law shall govern this Agreement regardless of the User's location, and that the User waives any objection to the jurisdiction, venue, or convenience of proceedings in Singapore.

Amendments, Severability, and Entire Agreement

Amendments: The Platform Provider reserves the right to amend, update, or replace this Agreement at any time. Material changes will be communicated to registered Users via email or a prominent notice on the Platform at least fourteen (14) days before taking effect. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Agreement. Users who do not accept the amended terms must cease using the Platform and close their accounts.

Severability: If any provision of this Agreement is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement and shall not affect the validity and enforceability of the remaining provisions, which shall continue in full force and effect.

Waiver: The failure of the Platform Provider to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver of a specific breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

Entire Agreement: This Agreement, together with the Privacy Policy, Fee Schedule, and any other policies or terms incorporated herein by reference, constitutes the entire agreement between the Platform Provider and each User with respect to the subject matter herein, and supersedes all prior agreements, representations, warranties, and understandings.