RECITALS

1. Delphi Capital Pte Ltd (“MAB”) operates and manages an online platform at www.matchabuilder.com (the “Website”) through which a buyer (the “Buyer” or “Expert”) can submit their bill of materials(the “BQ”) to request for quotations and purchase supplies(the “Order”) for building and construction industry. Once a BQ has been submitted, MAB then proposes via an algorithm the items in BQ and provides the buyer with a quotation for items MAB suppliers have in stock. Prior to issuing the quotation to the buyer, MAB will issue an order list (the “OL”) to the most suitable supplier from its database (the “Database”). And prior to the MAB confirming the OL, the supplier is permitted to accept or reject the OL. Once accepted, the supplier has to deliver its goods and services when MAB confirms Suppliers formal quotation with option to cancel any orders when project does not take place or buyer decides not to proceed. MAB will also issue a formal quotation or invoice to the Buyer on behalf of the Supplier. Once quotation has been issued, the Buyer will have to the option if they wish to proceed. The Buyer will have to make deposit payment to the Payment Agent by MAB. Once payment is received, MAB will issue a quote to the supplier to confirm the order. Payment will only be made after MAB has verified orders and when credit terms are due.
    

   Suppliers and Experts pay MAB a Service Fee for the use of the Site. MAB charges service fees to Suppliers and Experts, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Suppliers and Experts. When a Client pays Suppliers and/or Experts for a Project or when funds related to a Project are otherwise released to Suppliers and Experts as required by the applicable Instructions, MAB will collect the full amount paid on behalf of the supplier and then subtract and disburse to MAB the Service Fee. The remaining monies will be released to the Suppliers and Experts after MAB has verified orders and when credit terms are due.MAB is a technology company. The role of MAB is that of a Website operator, manager of the Database, and third party facilitator of contracts and invoicing between the following: Buyer and the Supplier; Expert and Property Owner. For avoidance of doubt, MAB is not a building supplies provider. It is up to the third party suppliers to offer building material and services to the buyer and it is up to the buyer to accept such services. The company is neither responsible nor liable for the acts/ and/or omissions of any third party supplier and/or any building materials provided to you.

 

2. Before using the Website, you should check the terms and conditions for the use of the Website (“Terms of Use”) carefully and confirm your knowledge and acceptance which are prerequisites for the use of the Website. The Terms of Use may be viewed, saved and printed from the Website.

NOW THEREFORE, you and MAB agree as follows:

1.  Definitions and Interpretation

1.1  In these Terms of Use (including the recitals), unless the context otherwise requires:

“BQ” means bill of materials made by you on the Website or email for the provision of a quotation;

“Buyer” means the user who is looking to purchase building materials from MAB.

“Expert” means the buyer who is also providing professional services to property owners who has requested MAB to recommend such service providers.

“Order” means the final list of items that is requested after processing the BQ and instructions from the user who is looking to purchase building materials from MAB

“OL” means order list that is issued to suppliers to request for quotes or make a purchase.

“Database” means the particulars of all stakeholders that MAB has records.

“Order Request” means the orders made by you on the Website for the provision of supplies and services;

“Payment” means the total fee payable by the Customer for the supplies and services supplied by MAB to the buyer or for total fee payable by MAB to suppliers;

“Project” means the name of project or address of the project that requires construction or renovation services and supplies

“Project Fee” means the total fee payable by the Client for the Supplies and Services rendered by MAB;

“Service Fee” means the fees payable by the Suppliers and Expert for using the MAB’s communication, invoicing, reporting, dispute resolution and payment services.

“Supply Services” means the supplies and services the Customer has requested in its Order or OL shall include any rectification services the Supplier may be requested to provide resulting out of a customer dispute in accordance with the terms of the Supply Agreement in the quotation and/or invoice;

“Supply Agreement” means the agreement to be entered into between you and the Supplier governing the Order Services to be provided in connection with your Booking Request;

“Supplies and services” means the building materials, equipment, services required by the Supplier to complete the OL;

“Supplier” means the independent supplies and service provider that has accepted your Order or OL and has agreed to provide the Supply Services;

“Property Owner” means the owner and/or tenant of the property where the construction/renovation project will take place;

“Supplier Service” means the supply of materials and services;

“Expert Service” means the provision of construction/renovation services to projects;

“Event/s” means an event or series of events that exist as part of a Buyer’s BQ Request,

“Intellectual Property Rights” means all intellectual and industrial property relating to MAB including the Website, including without limitation, all works in which copyright subsists or may subsist, designs, processes, drawings, industrial designs, technical information, models, specifications, prototypes, patents, applications for patents, trade secrets, confidential information and know-how, trade-marks, trade- names, discoveries and inventions,;

“Payment Agent” means the third party escrow and payment agent engaged by MAB or MAB itself to collect the Project Fee and to remit payments to the Suppliers after deducting Service Fee

“Scheduled Delivery Time” means the time and date the Order is to be delivered by the Supplier to the Buyer in accordance with the OL Request;

“Site Content” means all material, content and information made available on the Website including but not limited to written text, graphics, images, photographs, logos, trademarks, audio material, video material and any other forms of expression;

“User Profile” means a profile on www.matchabuilder.com which contains your personal information, including your name, address, phone number, company name, nric and payment details;

“Website” means www.matchabuilder.com and associated mobile phone/tablet applications;

“you”, “your” means you as the user of the Website.

1.2  In these Terms of Use, unless the context otherwise requires:

1. headings are for convenience only and do not affect its interpretation or construction;
2. the singular includes the plural and vice versa;
3. references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to these Terms of Use;
4. words importing a gender include other genders;
5. the word “person” means a natural person and any association, body or entity whether incorporated or not;
6. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
7. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
8. all monetary amounts are in Singapore dollars;
9. a reference to time refers to local time in Singapore;
10. “includes” is not a word of limitation;
11. no rule of construction applies to the disadvantage of a party because these Terms of Use are prepared by (or on behalf of) that party;
12. a reference to any thing is a reference to the whole and each part of it;
13. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
14. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document.

2. Terms of Use and Conditions

2.1  Access to and use of this Website is governed by these Terms of Use.

2.2  MAB periodically reviews the Terms of Use and reserves the right to change the Terms of Use, without any notice to you, by updating this document. You should review this document, as available on the Website regularly, as any changes to the Terms of Use take immediate effect from the date of the publication on this document. Your continued use of the Website after any such changes are made will be deemed to constitute your acceptance of those changes.

2.3  You acknowledge that any hyperlinks or other redirection tools taking you to other websites operated by third parties that appear on the Website (“Third Party Sites”) are not controlled by MAB and do not form part of the Website. You agree that you will not hold MAB liable or in any way accountable for anything that occurs on any Third Party Site.

 

3. Acceptance

3.1  In order to use this Website and make a BQ or request for quotes or quotations, you must first agree to the Terms of Use.

3.2  You accept the Terms of Use by:

1. Submitting your particulars to MAB either via Website or email to MAB; and/or
2. creating a User Profile in the manner set out in Clause 4 below; and/or
3. clicking to accept/agree to the Terms of Use.

3.3 Notwithstanding clause 3.2, you may not accept the Terms of Use or access the Website if:

1. you are not of legal age to form a binding contract with MAB; or
2. you are a person barred from entering into contracts under legislation,

in which case, you must immediately leave the Website.

3.4  By accepting the Terms of Use, you agree that this is clear and unequivocal proof that the Terms of Use are not unconscionable, that there is no unfair bargaining power or position, that there is no duress, and that you have carefully read and understood the Terms of Use. If you do not understand any part of the Terms of Use you should seek independent legal advice.

3.5  By creating a User Profile, you acknowledge that the information provided is true and that you will ensure that the information you have provided is constantly up to date. Your information can be updated simply by logging in to your account or emailing MAB at hello@matchabuilder.com and amending your submitted information as may be required.

 

4. User Profile

4.1  You will be required to register your personal information, including your name, address, phone number, and payment details on the Website in order to make a Order Request.

4.2  You are responsible for all information posted on or transmitted via the Website. You should notify us of any breach of security of your username and password immediately.

4.3  Your User Profile is personal to you and is not transferable to third parties. You must only register one User Profile with the Website. Multiple accounts will be deleted. MAB reserves the right in its sole discretion to delete any User Profile it believes to be duplicative and to block any user from any further use of the Website.

 

5. The Website

5.1  To submit a BQ, you can email to MAB.

5.2  Once a BQ Request has been made, MAB will then make your BQ available to all suppliers to source for the products in your BQ listed in the Database. By making a Supply Request, you hereby consent to the disclosure of such information. Once we manage to source the items for you, you are obligated to fulfill all BQ items ordering via MAB.

5.3  You are permitted to select a preferred supplier registered with the Database to complete your Order. MAB will take your preference into account. This said, a specifically requested Supplier cannot be guaranteed for similar products. Such a request will remain subject to such supplier’s availability to fulfill the orders by the date and time you have specified.

5.4  When an order has been confirmed by a Supplier, MAB will send you an acceptance email and attach an electronic version of the Supplier and/or Expert Agreement that constitutes the relationship between you and the Supplier for the provision of the Supplier or Expert Services. MAB will not be involved in providing the Supplier and/or Expert Services in any way aside from providing you with an invoice on behalf of the supplier or expert. All payments will be handled by the Payment Agent.

5.5  If the Order cannot be fulfilled, MAB will arrange with you for an alternative time for the order to be fulfilled and the same or new Supplier.

5.6  You are not permitted to engage any Supplier on the Database other than through the Website. Your failure to adhere to this provision may result in your User Profile/account being suspended indefinitely.

5.7  The Website is provided to enable you to purchase supplies and services, make payments for completed orders, allow projects to also come to building experts and for no other purposes.

5.8  You confirm that you are at least 18 years of age and possess the legal authority to use the Website in accordance with these Terms of Use. You also agree that all information supplied by you in using the Website will be true and accurate at all times.

5.9  Any speculative, false or fraudulent Request is prohibited. You agree that the Website will only be used to make legitimate Booking Requests for you or another person for whom you are legally authorised to act. You acknowledge that abuse of the Website may result in you being denied access to the Website.

5.10 MAB has the right at any time to add, change or withdraw functions available on the Website at its own discretion.

 

6. Payment

6.1  You agree that at the time of the confirmation of items ordered via a signed quotation to MAB, your payment details will be transferred to the Payment Agent for future processing.

6.2  Upon the successful completion of the payment, an invoice will be issued to you for the items ordered. You agree to the automatic processing of payment of the Payment Services Fee by the Payment Agent once the invoice has been issued.

6.3  On receipt of the invoice, the Payment Agent will hold the Payment Services Fee until such time as they are remitted to the Supplier or refunded to you (if you are entitled to a refund) No interest will be payable by MAB to the buyer or the supplier on amounts held by the Payment Agent or MAB.

 

7. Changes and Cancellations

7.1  You can cancel or amend your orders based on a single Event on the Website, free of charge, up to 60 days before the Scheduled Delivery.

7.2  If you cancel or amend a single Event within 60 days before the Scheduled Booking Time, you will have to pay a cancellation penalty equivalent to 30 -50% of the items ordered along with all the transportation and holding costs dependent on the items current status and location i.e. if they have already been shipped.

7.3  If you cancel or amend a single Event within twenty-four (24) hours before the Scheduled Booking Time to any time thereafter, you will have to pay a cancellation penalty equivalent to the full amount of the order.

7.4  Termination of a Order Request prior to fulfilment of the minimum number of Events will result in an Early Termination fee, derived as half of the total outstanding supplies as at the point of cancellation.

7.5  If the Supplies or Service Provider is unable to fulfil a confirmed Booking Request, we will attempt to find you a replacement Supplies or Service Provider. If we cannot find you an alternative Supplier or Service Provider, we will reschedule your Order Request or delivery to a new time. If we were to issue an email to you saying that we are unable to deliver due to issues on our end, you may cancel the Order Request for that item at no charge and you will not hold MAB liable for any damages

 

8. Services

8.1  MAB operates the Website as an independent third party facilitator for the supplies and services and provides you with the platform to purchase the supplies and services.

8.2  MAB is neither an agent nor broker for you or the supplier or the experts. You enter into any transaction with a supplier or expert entirely at your own risk.

8.3  MAB uses its best efforts to monitor the supplies and services offered by a supplier or expert. However, as suppliers and experts act as independent contractors, MAB does not make any representations relating to the safety, quality, condition, or description of the suppliers provided by the suppliers. Any issues regarding safety, quality, condition or description of the supplies should be notified to MAB, who will then pass the issue onto the supplier or expert designated to your orders. You should refer to the terms and conditions of your Supplier or Expert Agreement for further information.

8.4  All suppliers/experts are independent contractors and are not employees of MAB.

8.5  All orders made are subject to suppliers’ or experts’ availability.

 

9. Termination

9.1  MAB may at its discretion terminate your use of, or access to, the Website at any time. If this happens we may notify you by email. If your use of the Website is terminated:

1.  you are no longer authorized to access the Website or use any other MAB services with the email address you used to register with the Website or any other email address you possess;
2. you will continue to be subject to and bound by all restrictions imposed on you by the Terms of Use; and
3. all licenses granted by you and all disclaimers by MAB and limitations of MAB’s liability set out in the Terms of Use or elsewhere on the Website will survive termination.

9.2  You may terminate this agreement by emailing MAB at contact@matchabuilder.com. MAB will disable your User Profile within fourteen (14) days of receipt of the email requesting termination of your User Profile.

9.3 MAB reserves the right to deduct any outstanding fees and charges owing to MAB and/or the Supplier and/or/ Buyer on your User Profile prior to disabling it.

 

10. Dispute Resolution Policy

10.1  MAB will use reasonable endeavors to mediate any dispute concerning the use of the Website.

10.2  Disputes in relation to the Supplies and Services carried out by a Supplier or Buyer or Property Owner or any other issue will be referred, where appropriate, to external dispute resolution services or authorities.

 

11. Security of Payment

We have taken all practical steps from both a technical and systems perspective to ensure that all of your information is well protected. A secure payment gateway is used to process all transactions and credit card details. MAB does not give any warranty or make any representation regarding the strength or effectiveness of the secure payment gateway and is not responsible for events arising from unauthorised access to your information. See the Privacy Code for further detail.

 

12. Privacy

12.1  MAB collects and stores the information you enter into the User Profile. The personal information collected by MAB will be maintained in accordance with our Privacy Code available on the Website.

12.2  You agree and consent to MAB disclosing your information, including your name, address, project details and phone number to the supplier or expert in order to fulfil the supply of supplies or services.

 

13. Intellectual Property

13.1  The Site Content is protected by copyright and MAB reserves all Intellectual Property Rights which may subsist in the Site Content and/or the Website.

13.2  By accepting the Terms of Use, you are granted a non-exclusive licence to:

1. view the Website;
2. print pages from the Website in its original form; and
3. download any material from the Website for caching purposes only.

13.3  You must not, without MAB’s prior written consent which may be withheld at its absolute discretion:

1. copy, republish, reproduce, duplicate or extract Site Content;
2. redistribute, sell, rent or licence any Site Content; or
3. edit, modify or vary the Site Content.

14. Acceptable Use

14.1  You must not use, or cause this Website to be used, in any way which:

1. breaches any clause of the Terms of Use;
2. infringes MAB’s or any third party’s Intellectual Property Rights;
3. is fraudulent, illegal or unlawful; or
4. causes impairment of the availability or accessibility of the Website.

14.2  You must not use, or cause this Website to be used, as a medium which stores, hosts, transmits sends or distributes any material which consists of:

1. spyware;
2. computer viruses;
3. Trojans;
4. worms;
5. keystroke loggers; or
6. any other malicious computer software.

 

15. Indemnity and Liability

15.1  You agree to indemnify MAB, on demand, against any claim, action, damage, loss, liability, cost, charge, expense(including attorneys’ fees and costs and/or regulatory action) or payment which MAB may pay, suffer, incur or are liable for, in relation to any act you do or cause to be done, in breach of any express or implied terms in this Terms of Use.

15.2  You agree to indemnify MAB, on demand, against any claim, action, damage, loss, liability, cost, charge, expense or payment which MAB may pay, suffer, incur or are liable for, in relation to any act you do or cause to be done, in breach of any express or implied terms in this Terms of Use.

15.3  To the extent permitted by law ,we will not be liable to you in contract, tort or equity in relation to any direct, indirect or consequential loss you incur in relation to the contents, use or reliance of Site Content or otherwise in connection with the Website provided however that if we are found to be liable by a court of competent jurisdiction, you agree that our liability will be limited to the amount of our fees from the Service Fee that is payable or have been paid by you.

15.4  To the extent permitted by law, MAB will not be responsible and will be excluded from all liability, for any loss or damage whatsoever (including personal injury, loss of life and damage to property) that you or another person may suffer in connection with the offer or supply of (or default in supplying) Services or Supplies provided however that if we are found to be liable by a court of competent jurisdiction, you agree that our liability will be limited to the amount of our fees, from the Service Fee that is payable or have been paid by you.

15.5  You acknowledge and agree that some of the Site Content may be provided by way of blogs or comments made by other users of the Website (i.e. Ratings), and that MAB does not accept any liability for the accuracy of such information or your reliance on the same. The Site Content is provided to you as general information only and is not intended to substitute or replace the advice of a duly qualified professional (where applicable).

15.6  By using this Website, you agree and accept that the indemnity and limitations of liability provided in this clause 15 are reasonable.

 

16. Warranties and Representations

16.1  The use of this Website is at your own risk. The Site Content and everything from the Website is provided to you on an “as is” and “as available” basis without warranty or condition of any kind.

16.2  None of MAB’s affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors make any express or implied representation or warranty about the Site Content or Website.

 

17. General Provisions

17.1  Any provision of, or the application of any provision of these Terms of Use which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

17.2  Any provision of, or the application of any provision of these Terms of Use which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of the Terms of Use in that or any other jurisdiction.

17.3  If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in these Terms of Use.

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

17.5  In the event that the law in country other than Singapore does not allow jurisdiction to be that of the courts of Singapore or where judgment of a Singapore court is unenforceable in the other Country, unresolved disputes shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of SIAC in accordance with the Rules.The seat and venue of the arbitration shall be Singapore, in the English language and MAB will not bear any of the fees of the Arbitrator, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

17.6  A person who is not a party to this Terms of Use has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Terms of Use.