Terms & Conditions
User Agreement
This User Agreement was last modified on 26 December 2017.
This User Agreement describes the terms and conditions on which you are allowed to use our Website (as defined below) and our services. We have incorporated by reference all linked information.
In this User Agreement:
"Account" means the account you open when you register on the Website.
"Buyer" means a User that investigates and purchases Seller Services or products from Sellers or identifies a Seller through the Website.
"Inactive Account" means an Account that has not been logged into for a continuous six (6)- month period.
"Intellectual Property Rights" means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including:
(a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trade marks, and any right to have confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.
"Project" or "Listing" means a job offered or awarded by a Buyer via the Website, which may include a project listed by a Buyer, a project awarded by a Buyer and Seller Services bought by a Buyer from a Seller.
"Seller" means a User that offers and provides services or identifies as a Seller through the Website.
"Seller Services" means all services provided by Sellers.
"User", "you" or "your" means a Buyer, Seller or an individual who visits or uses the Website.
"User Contract" means:
(a) this User Agreement;
(b) any other contractual provisions accepted by both the Seller and Buyer uploaded to the Website, to the extent consistent with the User Agreement; and
(c) the Project terms as awarded and accepted on the Website, to the extent consistent with the User Agreement.
"We", "our", or "us" means Procolony Pte. Ltd.
"Website" or “Procolony Website” means www.procolony.com.
1. Overview
By accessing and/or using the Procolony Website, you agree to the following terms with Procolony Pte. Ltd. (“Procolony”).
We may amend this User Agreement and any linked information from time to time by posting the amended terms on the Procolony Website.
The Procolony Website is an online venue where Buyers buy and Sellers sell Seller Services and products. Buyers and Sellers must register for an Account in order to buy or sell Seller Services and/or products. The Procolony Website enables Users to work together online to complete and pay for Projects, buy and sell products and to use the services that we provide.
2. Scope
Before using the Procolony Website, we recommend that you read the whole User Agreement, the Procolony Website policies and all linked information.
You must read and accept all of the terms in, and linked to, this User Agreement and our Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the hyperlinked information. By accepting this User Agreement, you agree that this User Agreement will apply whenever you use the Procolony Website.
3. Eligibility
You will not use the Procolony Website if you:
(a) are not able to enter into legally binding contracts;
(b) are under the age of eighteen (18);
(c) are a person barred from receiving and rendering services under the laws of Singapore or other applicable jurisdiction; or
(d) are suspended from using the Procolony Website.
Users may provide a business name or a company name, which is to be associated with the Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.
4. Using Procolony.com
While using the Procolony Website, you will not:
(a) post content that:
(i) infringes the Intellectual Property Rights in relation to Procolony and the Procolony Website;
(ii) infringes upon any third parties’ copyright or other Intellectual Property Right;
(iii) violates any laws or regulations;
(iv) is defamatory;
(v) is obscene or contains pornography;
(vi) contains incomplete, false or inaccurate information about any person;
(vii) contains any viruses or programming routines intended to damage any system; or
(viii) causes Procolony to suffer any losses, claims, damages, liabilities, costs and expenses (including legal fees) or harms its business operation or reputation.
(b) infringe any laws, third party rights or Procolony’s policies;
(c) if you are a Buyer, fail to deliver payment for the Seller Services delivered to you, unless the Seller has materially changed the Seller Services provided from the bid or a clear typographical error is made;
(d) if you are a Seller, fail to deliver Seller Services purchased from you, unless the Buyer fails to meet its obligations;
(e) post false, inaccurate, misleading, defamatory or offensive content (including personal information and photos of yourself);
(f) take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Procolony Website);
(g) transfer your Account (including feedback) and Username to another party without our consent;
(h) distribute or post spam, unsolicited, bulk electronic communications, chain letters, or pyramid schemes;
(i) distribute viruses or any other technologies that may harm Procolony, the Procolony Website, or the interests or property of Users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
(j) download and aggregate listings from the Procolony Website for display with listings from other websites without our express written permission, "frame", "mirror" or otherwise incorporate any part of the Procolony Website into any other website without our prior written authorisation;
(k) attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Procolony Website;
(l) copy, modify or distribute rights or content from the Procolony Website or Procolony’s Intellectual Property; or
(m) harvest or otherwise collect information about Users, including e-mail addresses, without their consent.
When you set "Publish Profile" to "On" in your profile page, you give consent for your name to be listed in our directory of professionals, with the following information that you provide in your profile, and agree that these information be made visible to all registered Users of Procolony:
(a) Profession;
(b) First Name and Last Name;
(c) Availability and Available Time;
(d) Price;
(e) Country;
(f) Industry Sector;
(g) Time Zone;
(h) Experience (excluding supporting documents - see Note 1**);
(i) Education/Qualifications (excluding supporting documents);
(j) Professional Certification/Licenses (excluding supporting documents);
(k) Skills; and
(l) Portfolio.
** Note 1: Supporting documents will only be shared with potential employers who shortlist your profile after you have bid for their jobs.
When you bid for jobs in Procolony, you give consent for all information in the following sections of your profile page (except Address), including all supporting documents attached, to be provided to the employer who posted the job that you bid for in the event that the employer shortlists your profile:
(a) General Profile, including your e-mail and attached resume/curriculum vitae;
(b) Contact Details, including contact numbers, Skype ID, social media links, website and company name (if any); -- Note: we do not disclose your address.
(c) Experience;
(d) Education/Qualifications;
(e) Professional Certification/Licenses;
(f) Portfolio; and
(g) Publications.
5. Fees And Services
We charge fees for certain services, such as introduction fees, hiring fees, commission fees for projects, featured listing and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Procolony Website.
Unless otherwise stated, all fees are quoted in Singapore Dollars.
6. Taxes
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.
You must also comply with your obligations under income tax provisions in your jurisdiction.
7. Payment Administration Agent
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related corporate bodies or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by us.
8. Promotion
You consent that we may display your company or business name, logo, images or other media, and public description of your Projects and profile as part of the services provided by Procolony and/or other marketing materials relating to the Procolony Website, except where you have explicitly requested that we do not do this and we have agreed to such request.
9. Content
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (including copyright, trade mark, publicity, and database rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that:
(a) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content;
(b) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and
(c) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.
You represent, warrant and undertake to us that your content:
(a) will not infringe upon or misappropriate any copyright, patent, trade mark, trade secret, or other Intellectual Property Right or proprietary right or right of publicity or privacy of any person;
(b) will not violate any laws or regulations;
(c) will not be defamatory or trade libellous;
(d) will not be obscene or contain pornography;
(e) will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons;
(f) will not contain material linked to terrorist activities;
(g) will not include incomplete, false or inaccurate information about User or any other individual; and
(h) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You acknowledge that if any information provided by you to Procolony is incomplete, false or inaccurate, Procolony may suspend your access to the Procolony Website or other services provided by Procolony, without any liability to you.
You must not post your e-mail address or other contact information on the Website, except in the "e-mail" field of the sign-up form, at our request or as otherwise permitted by us on the Website. You acknowledge and agree that we may transfer your personal information to a related corporate body and your information may be transferred outside of your home country. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and may close your Account.
Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter, you should consult your professional adviser.
We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.
10. Feedback, Reputation And Reviews
You acknowledge that you transfer all Intellectual Property Rights contained in the feedback, reputation and reviews you leave on the Procolony Website, which may consist of comments and a multi-dimensional rating (e.g. quality, communication etc.) and a composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on the Procolony Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Procolony Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the Procolony feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned about any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.
11. Advertising
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, product listed, User or service being performed on the Website.
We may display sponsor advertisements and promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements/promotions in the Procolony Website or your subsequent dealings with the Advertisers. Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by Procolony or third party intellectual property right holders, you agree not to modify, sell, distribute, appropriate, reverse engineer or create derivative works based on such advertisement/promotions.
12. Right To Review
We may read all correspondence posted to the Procolony Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Procolony Website for the purpose of investigating fraud and for risk management and related purposes.
13. Identity Verification
You authorise us, directly or through third parties, to make any enquiries that we may consider necessary to validate your identity. You must, at our request: (a) provide further information to us, which may include your date of birth and other information that will allow us to reasonably identify you; (b) take steps to confirm ownership of your e-mail address; or (c) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your drivers' licence).
We reserve the right to close, suspend, or limit access to your Account in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
If your identity is not verified you may not be able to withdraw funds from your Account, and other restrictions may apply.
14. User Services
Upon the Buyer awarding a project to the Seller, and the Seller's acceptance on the Procolony Website, or the purchase of an product by a Buyer from the Seller, the Buyer and Seller will be deemed to have entered into a User Contract under which the Buyer agrees to purchase, and the Seller agrees to deliver the Seller Services. You agree not to enter into a User Contract that contains any contractual provisions in conflict with the User Agreement.
You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Seller, or in any other uses you make of the Website.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.
Depending on their jurisdiction, Sellers and Buyers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
Each User acknowledges and agrees that the relationship between Buyers and Sellers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Procolony and the User.
15. Funds
You may have funds in your Account if you have prepaid for fees or charges or for services to be provided to you via the Website. If you are a Seller, you may have funds if you have successfully completed a Project, or sold an product, and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.
Funds in your Account are held by us in our operating accounts held with Paypal or reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User's Accounts.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts (which may include funds in your Account) from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
We reserve the right to collect any funds owed to us by any other legal means.
You acknowledge and agree that:
(a) we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
(b) the funds shown in your Account (which may include any prepayment of fees which you owe to Sellers) represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Seller Services through the Website;
(c) to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
(d) we are not acting as a trustee or fiduciary with respect to such funds or payments;
(e) the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
(f) funds may only be loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on the Website to pay for, or receive funds in respect of Seller Services;
(g) we will hold funds in respect of the amount of your Account in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and
(h) we may commingle your funds with funds of other User's and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.
16. Limits & Fraud Prevention
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. payment made using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
- we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
- we believe that the beneficiary of the payment is someone other than you;
- we believe that the payment is being made to a country where we do not offer our Service; or
- we are required to do so by law.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account.
17. Refunds
You may ask for a refund at any time for any funds that you have paid into your Account except if the amount to refund relates to a payment for services provided by Sellers or relates to fees or charges payable to us.
If we agree to the refund, the funds will be received by the User via the same payment method(s) that the User used to make the original payment to us. We may, in our sole discretion, use an alternative payment method in exceptional circumstances.
We may refund funds to Users irrespective of whether a User has requested funds be refunded if: (a) we are required by law or consider that we are required by law to do so; (b) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (c) we refund funds to the User in accordance with any refund policy specified by us from time to time; (d) we find out that the original payment made by the User is fraudulent; (e) the User made a duplicate payment in error; or (f) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
You can request a refund by emailing us at support@procolony.com. If you have done so, you must not initiate a chargeback request with your credit card issuer until such time as all reasonable efforts have been exhausted with us to resolve your request.
If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.
If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.
There is no minimum amount for a refund.
18. Withdrawals
Your first withdrawal of funds earned will be delayed for fifteen (15) days for security and fraud purposes.
Subsequent withdrawals may be delayed for up to fifteen (15) days where our fraud prevention policies dictate that a delay is required.
We may require your identity to be verified before you can withdraw funds from your Account, irrespective of whether or not a delay has been enforced.
You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud measures.
19. Chargebacks
A chargeback (being a challenge to a payment that a Buyer files directly with their credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.
You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Website.
You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).
20. Inactive Accounts
We reserve the right to close an Inactive Account.
21. Right To Refuse Service
We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
(a) if we determine that you have breached, or are acting in breach of, this User Agreement;
(b) if we determine that you have breached legal liabilities (actual or potential), including infringing a third party’s Intellectual Property Rights;
(c) if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
(d) you do not respond to account verification requests;
(e) you do not complete account verification when requested within three (3) months of the date of request;
(f) you are the subject of a sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
(g) to manage any risk of loss to us, a User, or any other person; or
(h) for other similar reasons.
If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You acknowledge and agree that: (a) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (b) if you breach this User Agreement, we may fine you up to United States Dollars Two Thousand (USD2,000.00) for each breach and/or we may take legal action against you to recover losses that are in excess of this amount; (c) a fine of up to United States Dollars Two Thousand (USD2,000.00) is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (d) we may release the entire (or part of the) amount of the fine from your Account to us.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
22. Advance Payments
We do not operate an escrow service. We do however, provide a service which allows controlled advance payments to be made by the end of each month with respect to a service to be rendered in the following month (the “Advance Payment System”).
This Advance Payment System is an optional service available to Users who wish to use the Procolony Website for paying or receiving Service Fees for Projects, as Buyers who engage freelance contractors or Sellers who operate as freelance contractors.
Employers who use the Procolony Website to list job vacancies but subsequently employ the Professionals directly as their employees will not use our Advance Payment System.
Sections (a) to (c) below apply to Buyers and Sellers who opt to use our Advance Payment System:
(a) The Buyer is required to make an Advance Payment, which will be locked from the Buyer's Account for services payable in the following month, and cannot be claimed by the Seller until:
(i) the Buyer and Seller agree that the funds can be claimed by the Seller;
(ii) the Buyer instructs us to pay a Seller for services performed by the Seller in respect of a project; or
(iii) the Buyer acknowledges that the Seller has completed the services fully and satisfactory.
(b) If we have not received any instructions from a Buyer in respect of an Advance Payment within twelve (12) months after the day that the Advance Payment was paid and the Buyer has not logged into their Account during that time, the Advance Payment will be unlocked and released back to the Buyer.
(c) Procolony charges commission and handling fees for each payment processed, based on our schedule of Fees and Charges.
23. Disputes With Users
You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any project, you will first attempt to resolve any differences that you have in relation to such Project, including in relation to the quality of the services provided.
In relation to disputes with any other users of the Website, you hereby agree to indemnify Procolony from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute.
In relation to payments for services provided by Sellers, Procolony will not entertain any payment disputes relating to projects where the Buyer and Seller choose to circumvent our Advance Payment System.
24. Disputes With Procolony
If a dispute arises between you and Procolony, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly.
We strongly encourage you to first contact us directly to seek a resolution by emailing us at support@procolony.com.
For any claim, Procolony may elect to resolve the dispute in a cost-effective manner through arbitration. If Procolony elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (“ADR”) provider, which is to be selected by you from a panel of ADR providers that Procolony will provide to you. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against Procolony must be resolved in accordance with the terms of this User Agreement. All claims filed or brought contrary to this User Agreement shall be considered improperly filed and a breach of this User Agreement. Should you file a claim contrary to the terms of this User Agreement, Procolony may recover its legal fees and costs (including in-house lawyers and paralegals), provided that Procolony has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Procolony will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this User Agreement.
Procolony's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
25. Currencies
All transactions in Procolony are conducted in United States Dollars (USD).
26. Release
If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
27. Access and Interference
You agree that you will not use any robot, spider, scraper or other automated means to access the Procolony Website for any purpose without our express written permission.
Additionally, you agree that you will not:
(a) take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
(b) interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the Procolony Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
(c) copy, reproduce, modify, reverse engineer or create derivative works from, distribute, or publicly display any content (except for your information) from the Procolony Website without the prior express written permission of Procolony and the appropriate third party, as applicable;
(d) interfere or attempt to interfere with the proper working of the Procolony Website, services or tools, or any activities conducted on or with the Procolony Website, services or tools; or
(e) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Procolony Website..
28. Closing Your Account
You may close your Account at any time.
Account closure is subject to:
(a) not having any outstanding listings on the Procolony Website;
(b) resolving any outstanding matters (such as a suspension or restriction on your Account); and
(c) paying any outstanding fees owing on the Account.
29. Confidentiality
You shall at all times keep confidential any information which is proprietary and confidential to Procolony, including but not limited to information concerning or relating in any way whatsoever to any of the intellectual property, trade secrets, confidential operations, processes, systems or inventions carried on or used by Procolony, any information concerning the organisation, business, finances, transactions or affairs of Procolony, dealings of Procolony, secret or confidential information which relates to the business of Procolony or any of its principals, clients or customer transactions or affairs, Procolony’s technology, designs, documentation information, customer lists, drawings, notes, memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, analysis, marketing, sale or supply, or proposed development, analysis, marketing, sale or supply, of any product or service by Procolony; and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone (“Confidential Information”).
In the event that you are in breach of this section, you shall indemnify Procolony against and save harmless from any and all claims, losses, damages, costs, expenses and deficiencies including legal fees on a solicitor and own client basis, suffered incurred or sustained by Procolony and in consequence of or in relation to any breaches of this section.
30. Privacy
We use your information as described in the Procolony Privacy Policy. If you object to your information being transferred or used in this way then you may not use our services.
31. Disclaimer
Under no circumstances will Procolony be liable for any loss or damage caused by your reliance on any information communicated or provided on the Procolony Website or through services provided by Procolony.
All content on the Procolony Website and information on or accessible from services provided by Procolony are provided “as is” without warranty of any kind, either express or implied, to the fullest extent permitted by law.
Procolony shall not be liable for any injury, damage or loss of any kind caused as a result (direct or indirect) of the use of the Procolony Website, including but not limited to any injury, damage or loss suffered as a result of reliance on the contents contained in or available from the Procolony Website. Procolony or any of its respective third party agents shall not have any responsibility or liability for any injury, damage or loss caused by any negligence, omission or fault of Procolony, and/or its respective employees, agents or sub-contractors in connection with the Procolony Website.
Procolony shall not be responsible for the interaction between you and/or other Users or any third party. Procolony shall not be responsible for any disputes, claims, losses, injuries or damage that may arise out of or relate to conduct of other Users or any third party, including, but not limited to, any User's reliance upon any information provided by such other Users or any third party.
Procolony does not guarantee in any manner the reliability, validity, accuracy or truthfulness of the content posted by other Users and/or any third party posted on the Procolony Website. You acknowledge that your use of the Procolony Website may expose you to content that you deem offensive, indecent or objectionable. Procolony neither has any responsibility to keep such content from you nor bears any liability for your access or use of any submitted content, to the extent permissible under applicable law.
You acknowledge that Procolony is unable to guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by any third parties.
32. Indemnity
You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Procolony Website.
In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.
33. Security
You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website or your Account and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unathourised access of your account resulting from your failure to secure your password.
34. No Insurance
We do not offer any form of insurance, or other Buyer or Seller protection.
35. No Warranty As To Each User's Purported Identity
Because User identification on the internet is difficult, we cannot and do not confirm each User's purported identity. We may provide information about a User, such as geographical location, or perform third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
36. No Warranty As To Content On The Website
The Website is a dynamic time-sensitive website. As such, information on the Website will change frequently. Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
(a) the Procolony Website or any Seller Services;
(b) the accuracy, reliability, availability, veracity, timeliness or content of the Procolony Website or any Seller Services;
(c) whether the Procolony Website or Seller Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
(d) whether defects in the Procolony Website will be corrected;
(e) whether the Procolony Website, the Seller Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Procolony Website or Seller Services;
(f) any third party agreements or any guarantee of business gained by you through the Procolony Website or Seller Services or us; or
(g) the Procolony Website, Seller Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
37. Limitation Of Liability
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
(a) any indirect, special, incidental or consequential damages that may be incurred by you;
(b) any loss of income, business or profits (whether direct or indirect) that may be incurred by you; or
(c) any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Procolony Website.
We will not be liable, and you will not be entitled to a refund for service outages that are caused by our maintenance on the servers or the technology that underlies the Service, failures of our service providers (including telecommunications, hosting and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, an act of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, computer virus, third party interference or other cause beyond our reasonable control.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation and relevant state fair trading legislation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the Procolony services again or the payment of the cost of having the Procolony services supplied again.
38. Jurisdiction Limitations
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
39. Bar To Action
We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement
40. No Class Actions
You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, you will not apply to consolidate or join more than one person's or party's claims.
41. Notices
Legal notices must be served on Procolony (in the case of disputes with Procolony) or to the e-mail address you provide to Procolony during the registration process (in your case). Notice will be deemed given twenty-four (24) hours after e-mail is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to Procolony must be given by registered ordinary post (or if posted to or from a place outside Singapore, by registered airmail).
42. Law And Forum For Legal Disputes
This User Agreement will be governed in all respects by the laws of Singapore. We encourage you to try and resolve disputes using mediation. If a dispute cannot be resolved, you and Procolony irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore.
43. Severability
The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.
44. Interpretation
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
45. No Waiver
Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
46. Communications
You consent to receive notices and information from us in respect of the Website and Seller Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
47. Jurisdictional Issues
Procolony does not make any representation that information on the Procolony Website is appropriate or available for use outside Singapore. Users who access this Procolony Website from outside of Singapore do so at their own risk and are responsible for compliance with applicable local laws.
48. Additional Terms
It is important to read and understand all our policies as they provide the rules for trading on the Procolony Website. In addition, there may be specific policies or rules that apply, and it is your responsibility to check our Help pages and policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our websites.
Our policies may be changed from time to time. Changes take effect when we post them on the Procolony Website. When using particular services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.
49. General
This Agreement contains the entire understanding and agreement between you and Procolony. The following sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, No Warranty as to Content, Limitation of Liability, Indemnity, Bar to Action, No Class Actions, and Disputes with Us.
50. Contracts (Rights of Third Parties) Act
A person who is not a party to this User Agreement shall not have any right under the Contracts (Right of Third Parties) Act (Cap. 53B), statutes of Singapore, to enforce any provision of this User Agreement.
51. Feedback
If you have any questions about this User Agreement or if you wish to report breaches of this User Agreement, please contact us by emailing us at support@procolony.com.