GIFT ELEMENTS LLP (Singapore Registered Company, Registration No.: T17LL0070C) (“GIFTELEMENTS.COM”) owns and operates this Website. This document governs your relationship with GIFTELEMENTS.COM (“Website”). Access to and use of this Website and the products and services available through this Website (collectively, the “Services”) are subject to the following terms, conditions and notices (the “Terms of Service”). By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service.
Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.
You must not misuse this Website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offence and GIFTELEMENTS.COM will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
If you are a registered partner under the Partner Program, you agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and GIFTELEMENTS.COM. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
We may reject or cancel your application if we determine that your site or business is unsuitable for our Program, including if it:
(a) Promotes sexually explicit materials
(b) Promotes violence
(c) Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
(d) Promotes illegal activities
(e) Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
(f) Includes variations or misspellings thereof in GIFTELEMENTS.COM domain name
(g) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
(h) Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
(i) You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are GIFTELEMENTS.COM or any other business.
By choosing to display and sell products belonging to GIFTELEMENTS.COM [PRODUCTS] on partner Websites or Physical Shops, GIFTELEMENTS.COM grants its partners the permission to publish, market, publicise, exhibit and sell these products in a format established by GIFTELEMENTS.COM presently known and may be developed later in the future.
Partners shall not modify, reproduce and distribute these products in any format, any of the content or copies of the content supplied to you or which appears on this Website without the permission of GIFTELEMENTS.COM.
GIFTELEMENTS.COM agrees to sell to the partner and the partner agrees to purchase from GIFTELEMENTS.COM the products subject to these terms.
GIFTELEMENTS.COM shall use its best efforts in filling orders submitted by the partner in a reasonable and timely fashion. GIFTELEMENTS.COM shall immediately notify the partner of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that the partner may fairly represent this information to existing or potential customers. Under no circumstances shall GIFTELEMENTS.COM be responsible to the partner or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo, war, civil disturbance, vendor problems, or any cause beyond GIFTELEMENTS.COM’s reasonable control.
It is not the policy of GIFTELEMENTS.COM to provide or loan Product Samples to its partners. However, in the exceptional case where a Product Sample is provided or loaned to a partner, the following language shall apply: Any Product Samples of the Products provided by GIFTELEMENTS.COM to the partner shall remain the property of GIFTELEMENTS.COM. The partner shall have full responsibility of keeping each Product Sample in proper operating condition during the entire time the Product Sample is in the possession of the partner. Upon written notice from GIFTELEMENTS.COM, the partner shall, within seven (7) days, arrange for return of each Product Sample to GIFTELEMENTS.COM in good condition less reasonable wear and tear.
GIFTELEMENTS.COM reserves the right to review partner Websites and notify the partner to remove products from the partner Website if the partner is found to violate these terms. When a partner receives notification from GIFTELEMENTS.COM to remove any product, the partner must act immediately to remove the product without delay or appeal.
Both parties may terminate the partnership by giving a written notice 30-days before the termination date to the other party. When a partnership is terminated, the partner must remove all products belonging to GIFTELEMENTS.COM from its Website.
Intellectual Property, Software and Content
The intellectual property rights in all software and content (including photographic images) made available to you on or through this Website remains the property of GIFTELEMENTS.COM or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by GIFTELEMENTS.COM and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.
Terms for Seller and Vendors
GIFTELEMENTS.COM offers a marketplace for sellers or vendors to display and sell their own artwork and design products [MERCHANDISE]. By choosing to display and sell merchandise on GIFTELEMENTS.COM, sellers grant GIFTELEMENTS.COM the permission to market, publicise, exhibit, sell, modify, reproduce and distribute these merchandise in a format established by GIFTELEMENTS.COM presently known and may be developed later in the future.
Sellers who submit merchandise to GIFTELEMENTS.COM must:
- Own the intellectual property rights, copyrights, trademarks and other rights to the merchandise, including rights to market, publicise, sell, modify, reproduce and distribute these merchandise.
- Warrant that the merchandise do not infringe on the intellectual property rights, copyrights, trademarks and other rights belonging to others.
- Not be a reseller for the merchandise on behalf of other merchants or makers.
- Remove material or features on the merchandise that are false, inaccurate, misleading, defamatory, harmful, indecent and violate the privacy of others.
All merchandise submitted by sellers are pre-screened and selected by GIFTELEMENTS.COM. Only merchandise that meet the requirements of GIFTELEMENTS.COM will be published on the online store. The sellers retain all rights to the merchandise and may request for the removal of the merchandise from GIFTELEMENTS.COM. GIFTELEMENTS.COM reserves the right to resell the merchandise through its website, wholesale partners, third-party retailers and trade events.
The seller is wholly responsible for:
- Submitting only merchandise that is pre-selected by GIFTELEMENTS.COM.
- Providing content and information specifically relevant and related to a particular merchandise.
- Submitting merchandise in the correct specifications.
- Providing truthful and accurate information about the content.
- Providing any precaution, warning, restrictions and/or regulations associated with any particular merchandise and its related content.
- Upholding the seller’s legal responsibilities, not violating the rights of any persons and not breaking any laws and/or regulations.
- Uphold and comply with any Copyright and Trademark laws in Singapore and at locations where the seller resides and creates the merchandise.
The seller is held entirely responsible for any consequence that arises from violating and/or disregarding of the terms and conditions. GIFTELEMENTS.COM reserves the right to remove merchandise, content, the seller and the seller account from the online store, wholesalers and retailers, if the seller is found to violate the terms and conditions. Any fees and charges incurred by GIFTELEMENTS.COM to make remedies available will be deducted from the seller commissions, and/or result in GIFTELEMENTS.COM not paying commissions to the seller.
Terms of Sale
By placing an order you are offering to purchase a product on and subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price.
Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
In order to contract with Terms of Sale you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. GIFTELEMENTS.COM retains the right to refuse any request made by you. If your order is accepted we will inform you by email and we will confirm the identity of the party which you have contracted with. This will usually be GIFTELEMENTS.COM or may in some cases be a third party. Where a contract is made with a third party GIFTELEMENTS.COM is not acting as either agent or principal and the contract is made between yourself and that third party and will be subject to the terms of sale which they supply you. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.
(a) Our Contract
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the ‘Total Cost’.
Upon receiving your order we carry out a standard authorisation check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorisation being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been despatched and you have been sent a confirmation email the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
Disclaimer of Liability
The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law GIFTELEMENTS.COM and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect GIFTELEMENTS.COM’s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
Linking to this Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
Disclaimer as to ownership of trade marks, images of personalities and third party copyright
Except where expressly stated to the contrary all persons (including their names and images), third party trade marks and content, services and/or locations featured on this Website are in no way associated, linked or affiliated with GIFTELEMENTS.COM and you should not rely on the existence of such a connection or affiliation. Any trade marks/names featured on this Website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to GIFTELEMENTS.COM.
You agree to indemnify, defend and hold harmless GIFTELEMENTS.COM, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.
GIFTELEMENTS.COM shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
The above Terms of Service constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and GIFTELEMENTS.COM. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by a Director of GIFTELEMENTS.COM.