Flame Angel Services Agreement
This Flame Angel Pte. Ltd. (“Flame Angel”) Services Agreement (“Agreement”), including any additions or amendments to this Agreement, applies to you or the business you represent if you use www.flame-angel.com for services such as buying and selling products and services, and placing, accepting, managing and fulfilling orders (“Services”). This Agreement describes the terms and conditions, contains limitations and gives various powers and authority to Flame Angel Pte. Ltd. (incorporated in Singapore with Company Reg. No.202145115H) when using www.flame-angel.com to conduct transactions. You agree to be bound by any additional agreements and any amendment or modification to this Agreement.
“Buyer” means the registered subscriber who purchases or acquires the product(s) or service(s) as part of a Transaction
“Confidential Information” means information relating to Flame Angel, to the Transactions, or Flame Angel subscribers and customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers, such as
a)reports, insights, and other information about the Services
b)data derived from the Transactions except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction
c)technical or operational specifications relating to the Transactions.
For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
“Intellectual Property Right” means any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority of competent jurisdiction.
“Seller” means the registered subscriber who supplies the product(s) or service(s) as part of a Transaction
“Transaction” means a buyer and seller submitting, accepting and completing an order products or services using www.flame-angel.com
“You” means the applicant who has registered as a subscriber on www.flame-angel.com, either as an individual subscriber or as a representative of a business which is a subscriber
2. Application and Acceptance of Terms
This Agreement forms a legally binding agreement between you and Flame Angel in relation to your use of www.flame-angel.com. By accessing and using www.flame-angel.com, you agree to accept and be bound by this Agreement.
All Agreements, including additional agreements will be available on www.flame-angel.com
Any additional agreements, including any amendments or modifications, shall be effective immediately, unless otherwise stated.
Term of this Agreement
This Agreement will start on the day of your completed registration for use of www.flame-angel.com and shall continue until terminated by Flame Angel or you. Either party can terminate this Agreement at any time by informing the other party through email or post.
Flame Angel may suspend or terminate your account or this Agreement immediately if you are determined to have
a.materially breached the Agreement and failed to rectify it within 7 days of a rectification notice unless your breach exposes Flame Angel to liability toward a third party, in which case Flame Angel is entitled to reduce, or waive, the 7 day notice period
b.your account has been, or our controls identify that it may be, used for deceptive, fraudulent or illegal activity
c.your use of the Services has harmed, or our controls identify that it might harm, other subscribers, customers, or Flame Angel’s legitimate interests.
In case of suspension or termination, you will be promptly notified via email or post, indicating the reason, and any options to appeal, except where Flame Angel has reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and clauses 6, 7, 8, 9, 10, 11 and 12 of this Agreement survive.
The English language version will govern your use of Flame Angel. If a translation of the English version is provided, it is for convenience only.
Flame Angel’s Services are only available to subscribers of www.flame-angel.com. To subscribe, you must complete the registration process.
Flame Angel reserves the right to modify, upgrade, limit, suspend or terminate the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice and without any liability for any losses or damages arising out of or in connection with such modification, upgrading, limitation, suspension or termination. Flame Angel reserves the right to introduce new features, functionalities or applications to the Services. Any new features, functionalities, applications, modifications, upgrades, limitations, suspensions or terminations shall be governed by this Agreement, unless otherwise expressly stated by Flame Angel.
When the Service is used, the products or services must be lawful items and must not be otherwise prohibited or restricted by this clause. You shall not use the Services in connection with any Transaction that:
a)may infringe Flame Angel’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights
b)may be in breach of any Law or Agreement
Flame Angel shall have the right to refuse or cancel any Transaction which it determines in its sole discretion to be in breach of this clause.
Reject or Cancel Transactions
Flame Angel reserves the right, at its sole discretion, to reject or cancel any Transaction for any reason without any liability for any losses or damages arising out of or in connection with such rejection or cancellation.
Flame Angel may require additional verifications or information for any Transaction, and you agree to provide such verifications and information to Flame Angel upon request.
For any type of Transactions, Flame Angel may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.
Disputes between Buyers and Sellers
You agree that any dispute arising between you and the other party to a Transaction will be handled in accordance with clause 11, and that Flame Angel shall have the full right and power to make a determination for such dispute or to delegate or sub-contract such power to another party. Upon receipt of a dispute, Flame Angel shall have the right to request either or both parties to provide supporting documents. You agree that Flame Angel shall have the absolute discretion to reject or receive any supporting document. You acknowledge that Flame Angel is not a judicial or arbitration institution. You agree not to hold Flame Angel liable for any material which is untrue or misleading. You agree to release and indemnify Flame Angel (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.
In case of any dispute in connection with any Transaction, the records of Flame Angel shall take precedence and be conclusive, except to the extent prohibited by applicable law.
Transactions Involving Third-Party Funding
You agree that:
a)Flame Angel does not guarantee any third-party finance provider (the “Lender”) will provide financing to Buyer in connection with the Transaction and shall not be held liable to either party (defined in clause 4 below) in connection with any third party financing in connection with the Transaction;
b)you authorize Flame Angel to disclose information related to the Transaction to the Lender in connection with the Lender’s provision of financing for the Transaction; and
c)any dispute with the Lender in connection with the Transaction shall be resolved without Flame Angel’s involvement.
4.Transactions between Sellers and Buyers
Flame Angel Not a Party to a Transaction
Each Transaction is made by and between a Seller and a Buyer only. Flame Angel is not a party to the Transaction and is not a representative of either the Seller or the Buyer. Flame Angel is not responsible for the quality, safety, lawfulness or availability of the products or services offered under any Transaction. Flame Angel does not guarantee that the Seller or Buyer will complete any Transaction (except to the extent prohibited by applicable law). You agree that you will not hold Flame Angel and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Transactions, including any breach, partial performance or non-performance of the Transaction by the other party to the transaction.
Seller and Buyer shall have responsibility for agreeing to all the relevant terms and conditions for the product(s) or service(s) involved in the Transaction, including but not limited to price, quantity, specifications, quality standards, inspection and delivery.
Any Transaction which, in Flame Angel’s reasonable opinion, does not constitute a binding contract, may either not be processed or cancelled. If Flame Angel refuses to process or cancel, it shall not be liable for any losses or damages arising out of or in connection with such refusal or cancellation,
Payment of Contract Price
Payments are processed through accounts owned by Flame Angel or one of its affiliates and/or a registered third party service provider acting on Flame Angel’s behalf. The funds are received for the Seller in accordance with the Transaction Services Agreement. Seller agrees that the Buyer’s full payment of the transaction price listed for the Transaction to Flame Angel constitutes final payment to Seller and Buyer’s payment obligation for the Transaction is fully satisfied upon receipt of funds by Flame Angel.
For any Transaction, Buyer agrees to pay the full price using either of the payment options available on www.flame-angel.com. The payment must be made in US Dollar or any other currencies as supported by Flame Angel from time to time.
Upon receipt of the Buyer’s payment, Flame Angel shall monitor and keep safe custody of the received funds. Flame Angel shall retain the funds received in connection with a Transaction unless, as agreed between Seller and Flame Angel, any of the following events occurs:
a)in case of the successful completion of the Transaction upon Buyer’s confirmation, all the funds, less any financial charges or service fees due and payable to Flame Angel, will be remitted to Seller within the time period agreed with the Seller;
b)in case of absence of the Buyer‘s confirmation of receipt of the goods within the time limit prescribed by Seller and as agreed by Flame Angel, all the funds will be remitted to Seller;
c)in case of the cancellation of the Transaction, all the funds will be refunded to the Buyer;
d)in case of any settlement agreement reached by Buyer and Seller, the funds will be disposed of in accordance with such settlement agreement;
e)in case that a dispute in relation to Transaction Services has been submitted to Flame Angel for Flame Angel’s determination and Flame Angel’s determination has become final and binding according to clause 10 of the Flame Angel Transaction Services Agreement, the funds will be disposed in accordance with Flame Angel determination; or
f)if Flame Angel receive any order, ruling, award, or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, the funds will be disposed of in accordance with such order, ruling, award, or judgment.
In the event that the Buyer makes payment in a currency that is different from the currency stated in the transaction price of the Transaction, any refund made by Flame Angel to the Buyer pursuant to this Agreement shall be made in the currency used by the Buyer in the Transaction, at the exchange rate applicable as at the date of refund (or such other applicable date), less any applicable charges or fees set out in this Agreement. Due to currency fluctuations, such amount refunded may be different from the amount paid by the Buyer in the Transaction, and Flame Angel shall not be liable to any party for any difference in the amount refunded attributable to currency conversion costs or exchange rate movements.
Flame Angel is not holding any funds on behalf of the Buyer, or in any escrow or trust relationship.
By using Flame Angel, you acknowledge and agree that Flame Angel is not a bank and the Services provided by Flame Angel should in no way be construed as the provision of banking services. Flame Angel is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the use of Flame Angel’s Services. Flame Angel does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Flame Angel’s Services.
Payment methods by external payment providers may be offered on www.flame-angel.com. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Flame Angel has the right to refund the money to external payment providers without liability to Seller.
You agree that, unless otherwise arranged between Flame Angel and you, the Buyers and Sellers are responsible for arranging for the shipment of the products. You agree that you will not hold Flame Angel and agents liable for any losses, damages, claims, liabilities, costs or expenses arising regarding delivery of the products.
The Seller shall ship the products in accordance with the shipment date, shipment method, and delivery information as agreed with the buyer (shipment terms).
If the Seller fails to ship the products in accordance with the shipment terms:
a)the Buyer can seek a refund from the Seller
b)If the Seller decides to ship the products, before shipping the products the Seller shall obtain consent from the Buyer. The Buyer and the Seller may agree to change the shipment terms. If the Seller decides to ship the products without obtaining the Buyers consent, the Buyer can reject the product and seek a refund. The Seller can be responsible for retrieving the product. If the Buyer accepts the product, the Buyer shall reach an agreement with the Seller.
If the product cannot be delivered due to errors in the delivery information provided by the Buyer, the Seller shall use reasonable efforts to modify the delivery information or provide necessary assistance to the Buyer. Any additional costs incurred shall be borne by the Buyer. If the products are received by others, lost, or damaged due to errors in the delivery information provided by the Buyer, the Buyer shall bear the losses.
Buyer and the Seller shall agree on the documents or certificates required for customs clearance.
If the Buyer applies for a refund of the products which are detained by customs, the Buyer shall submit a valid certificate for the detention of the products within the time limit set by Flame Angel. Flame Angel will determine allocation of liabilities for detention of products according to the customs detention certificate and the provisions of the contract between the parties, and require the liable party to take remedial measures within a certain time limit.
If the products cannot pass customs clearance due to reason attributable to the Buyer, and the Buyer fails to take remedial measures, Flame Angel will support payment to the Seller and the risk of the products not being able to be delivered to the Buyer shall be borne by the Buyer.
If the products cannot pass customs clearance due to reason attributable to the Seller, and the Seller fails to take remedial measures, Flame Angel will support refund to the Buyer and the risk of the products not being able to be returned to the Seller shall be borne by the Seller.
If the Seller cannot ship the products on the agreed shipment terms due to an event of force majeure, the purchase price shall be refunded unless both Parties agree to change the shipment terms.
If the product is damaged, the Buyer can reject the products after taking a photo as evidence. The Seller shall be responsible for the risk and expenses incurred by the return of products due to damage. If the Buyer seeks a refund due to damage to the product after signing receipt of the product, the Buyer shall provide the damage certificate issued by the carrier.
Flame Angel Fees
Flame Angel charges fees in accordance with the fee schedule published on www.flame-angel.com. Flame Angel reserves the right to charge any fees upon prior notification published. You authorize Flame Angel to deduct any fees that are due and payable to Flame Angel under a Transaction.
Provision of Information and Assistance
You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Transactions. If your failure to do so results in a delay or cancellation of any Transaction, or disposal of any funds, Flame Angel shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
Representations and Warranties
You represent and warrant that:
a)you will use services provided by Flame Angel in good faith and in compliance with all applicable laws and regulations，including laws related to anti-money laundering and counter-terrorism financing;
b)all information and material you provide is true, lawful and accurate, and is not false, misleading or deceptive;
c)you will not defraud Flame Angel, our affiliates, or other subscribers or users of www.flame-angel.com or engage in other unlawful activities (including, without limitation, dealing in products prohibited by law);
d)if you are a Seller, you have good title to the product(s), you have the legitimate right and authorization to sell, distribute or export the products, such products do not infringe any third party’s rights and the products meet the agreed descriptions and requirements,
e)in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills;
f)if you represent a business, the business is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;
If you are, in Flame Angel’s opinion, not acting in good faith, abusing www.flame-angel.com, or otherwise acting in breach of this Agreement, Flame Angel shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. Except to the extent prohibited by applicable law, Flame Angel also reserves the right to impose any penalty, or to suspend or terminate your use of www.flame-angel.com. Flame Angel may also publish the findings, penalties and other records regarding the breaches on www.flame-angel.com.
You agree that
a)You are responsible for paying any and all applicable taxes associated with the transactions on Flame Angel, including, without limitation, any applicable VAT or sales tax, and
b)All fees and payments payable by you to Flame Angel under this Agreement is exclusive of any applicable taxes, deductions or withholding taxes, and you will be responsible for paying Flame Angel any of your taxes imposed on such fees and any deduction or withholding required on any payment.
c)You indemnify Flame Angel for failing to pay any applicable taxes
You agree not to undermine the integrity of Flame Angel’s feedback system, such as providing positive feedback on yourself directly or indirectly through other subscribers, or by providing unsubstantiated negative feedback on another subscriber.
Indemnification by Member
You agree to indemnify Flame Angel and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement, except to the extent prohibited by applicable law. Flame Angel reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Flame Angel in asserting any available defenses.
Collection and Use of Personal Information
7.Confidentiality and Privacy
As a subscriber you may receive confidential information. You shall keep confidential all confidential information provided to you by any subscriber of www.flame-angel.com or by Flame Angel or any of its affiliates in connection with any Transaction. You agree that:
a)all confidential information will remain Flame Angel’s exclusive property
b)you will use confidential information only as is reasonably necessary and relevant to any Transaction
c)you will not, directly or indirectly (including through a third party) disclose confidential information to any individual, company, or other third party except as required by law
d)you will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this Agreement
e)you will retain confidential information only for so long as its use is necessary for the Transaction or to fulfil your statutory obligations.
Seller acknowledge that they have their own privacy responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Seller represent and warrant that in relation to such personal information, they are and will be fully compliant with all applicable data protection and privacy laws. Neither Flame Angel nor any of its affiliates is responsible or liable for a Seller’s fulfilment of their obligations under applicable data protection and privacy laws. Flame Angel shall have no liability to any Sellers for the compliance, by Flame Angel or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by Flame Angel.
8.Disclaimer and Limitation of Liability
You expressly agree that your use of www.flame-angel.com is at your sole risk. To the full extent permitted by law the Services are provided on the “as is”, “as available” and “with all faults” bases, and Flame Angel makes no representation or warranty that the transaction services will be uninterrupted, timely or error free. Flame Angel makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided by any subscriber. You will be solely responsible for all consequences resulting from your own judgement and decision to use or otherwise rely on such information. Flame Angel further expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. All such warranties, representations, conditions, undertakings and terms are hereby disclaimed and excluded.
Exclusion and Limitation of Liabilities
To the full extent permitted by law, Flame Angel shall not be liable, whether in contract, warranty, tort (including negligence, product liability, or other theory) or otherwise, to you for any
a)cover, recovery, or recoupment of any investment made by you in connection with this Agreement
b)indirect, consequential, incidental, special or punitive damages, including without limitation, damages for loss of profits or revenues, business interruption, loss of business opportunities or loss of data, whether in contract, warranty, tort (including negligence, product liability, or other theory) or otherwise, arising from the use of or inability to use www.flame-angel.com.
Flame Angel’s aggregate liability arising out of or in connection with this Agreement or the transactions contemplated will not exceed at any time the total amounts paid by you to Flame Angel during the prior three month period in connection with the particular service giving rise to the claim.
Under no circumstances shall Flame Angel, and/or agents be held liable for any delay, failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond Flame Angel’s reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.
Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest subscriber profile. Notice shall be deemed given 24 hours after email is sent, unless Flame Angel is notified that the email address is invalid. Alternatively, Flame Angel may give you legal notices by mail to the address in your latest subscriber profile, in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Flame Angel by sending the notices by courier or registered mail to 68 Circular Road, #02-01, Singapore. A copy should also be sent by email to email@example.com.
This agreement shall be governed by the laws of Singapore without regard to conflict of law principles, except as otherwise stipulated under applicable law.
Dispute Between Buyer and Seller
In case a dispute arises between Buyer and Seller, if the dispute is not resolved through amicable negotiation within the prescribed time period according to the relevant transactional terms, you have the option to submit the dispute to Flame Angel for determination in accordance with Flame Angel’s Dispute Resolution Rules.
Disputes between you and Flame Angel
In case a dispute arises between you and Flame Angel, if the Dispute is not resolved between you and Flame Angel by amicable negotiations and, except as otherwise stipulated under applicable law, you and Flame Angel agree that the Dispute shall be finally resolved by arbitration with the Singapore International Arbitration Centre. Flame Angel and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
Singapore International Arbitration Centre Arbitration
If any dispute is submitted to the Singapore International Arbitration Centre for arbitration, the arbitration shall be conducted in accordance with the rules of the Singapore International Arbitration Centre in force at the time of applying for arbitration. Unless the parties agree otherwise, the arbitration shall be conducted in English. The arbitration shall be conducted by telephone, online and/or solely based on written submissions as specified by the party initiating the arbitration, provided that the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties. The arbitration award rendered by the Singapore International Arbitration Centre shall be final and binding on all the relevant parties. The arbitration expenses shall be borne by the losing party unless otherwise determined in the award.
If you initiate any legal proceedings against Flame Angel and/or agents in breach of this clause 11, including any legal proceedings disputing Flame Angel’s determination which has become binding on you according to this clause 11, you shall hold Flame Angel and its agents, employees, directors and officers harmless and indemnified against any claim, losses, damages that may be suffered by you.
You agree may not make any claim against Flame Angel and/or agents under this Agreement after one year from the occurrence of the matter giving rise to the claim.
Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
This Agreement constitutes the entire agreement between you and Flame Angel with respect to and governs the use of www.flame-angel.com, superseding any prior written or oral agreements in relation to the same subject matter herein.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Any failure by Flame Angel and/or agents to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
Flame Angel shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any successor in interest. Flame Angel may delegate certain of Flame Angel rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.