Terms and Conditions of Sale Agreement

BETWEEN CUSTOMER AND CLE PRIVEE PTE. LTD.

  1. Introduction

1.1     The website www.cleprivee.co (hereinafter referred to as “the website“) and any avenues bearing the trade name “Cle Privee” (including the official Instagram and Whatsapp accounts of Cle Privee Pte. Ltd., email, or such other official communication channels as we may notify from time to time) are operated by Cle Privee Pte. Ltd. (“we“, “us“, “our“). These Terms and Conditions of Sale (these “Terms & Conditions“) govern the sale and supply by us of any of the products listed on the website (“Products“) ordered by you (“Order“) on the website or through any of our official communication channels (the “Ordering Channels“). By placing an Order for any Products, you agree to be legally bound by these Terms & Conditions.

1.2     In these Terms & Conditions, the following definitions and rules of interpretation apply unless the context otherwise requires:

a.”Acceptance” has the meaning given to it in clause 5.7;

b. “Account” means the account that you register for on the website;

c. “Acknowledgement” means our acknowledgement of your Order by email or message from our authorised representatives through our Ordering Channels;

d. “Business Day” means a day which is neither a Saturday nor Sunday, nor a public holiday in Singapore;

e. “Working Hours” means the working hours of Cle Privee Pte. Ltd. from time to time.

f. “Confirmation Of Order” means our email or message from our authorised representatives through our Ordering Channels to you, in which we accept your Order in accordance with clause 5.7;

g. “Consignment Sale” has the meaning given to it in clause 4.1;

h. “Contract” means your order of Products which we accept in accordance with clause 5.7;

i. “Customer” means an individual who places an order through one of our Ordering Channels;

j. “Direct Sale” has the meaning given to it in clause 4.1;

k. “Event of Force Majeure” has the meaning given to it in clause 15.1;

l. “Full Price” means the price paid by the Customer for the Product, including any taxes, duties, charges and delivery/carriage costs which the Customer had made payment to us for;

m. “GST” means Singapore Goods and Services Tax;

n. “Order” means the order submitted by you to the website, or to our authorised representatives through our official Instagram or Whatsapp account, to purchase Products;

o.”Ordering Channels” has the meaning given to it in clause 1.1;

p. “Purchase Price” means the price paid by the Customer for the Product, excluding any taxes, duties, charges and delivery/carriage costs;

q. “SGD” means Singapore Dollars;

r. “Terms & Conditions” means these terms and conditions of sale, as amended from time to time.

s. “You” means the Customer who places an Order, and “your” is to be construed accordingly;

t. References to “clauses” are to the clauses of these Terms & Conditions, unless otherwise stated;

u. Words importing the singular shall include the plural and vice versa, words importing a gender shall include every gender, and references to “persons” shall include any individual, company, corporation, firm, partnership, body corporate (wherever incorporated), government, state or agency of a state, joint venture, association, works council or employee representative body;

v. Headings do not affect its interpretation; and

w. References to “includes” or like words or expressions shall mean “without limitation”.

1.3 We solely and exclusively hold and is entitled to enforce ownership rights or exclusive usage rights over the proprietary and intellectual property rights to the website, including these Terms & Conditions. Any unauthorised use by third parties, including extracts for the commercial purposes of offering goods and/or services, is not permitted. Infringements may be subject to legal action.

1.4 These Terms & Conditions are to be read together with our Privacy Policy available on the website.

  1. Effect

2.1     These Terms & Conditions shall apply to any contract made or to be made by us for the sale of Products to you through any of the Ordering Channels (“Contract“).

2.2     These Terms & Conditions shall prevail over any separate terms put forward by you. Any terms and/or conditions that you submit in whatever form and at whatever time and to whomever, whether in writing, by email or orally or otherwise, are expressly waived and excluded.

2.3     No other terms or conditions, or changes to these Terms & Conditions, shall be binding unless agreed in writing signed by us.

2.4     Nothing stated in these Terms & Conditions (as amended from time to time) affects your statutory rights.

  1. Basis of the Sale

3.1     We shall sell and/or cause the sale of, and you shall purchase the Product, in accordance with your Order which is accepted by us, subject in either case to these Terms and Conditions.

3.2     You accept the Product on an “as-is” basis, having seen photographs of the Product as depicted on the website and/or our official Instagram account.

3.3     We are not affiliated, associated, authorised, endorsed by, or in any way officially connected with the brands we carry, or any of their subsidiaries or affiliates. The brand names, marks and emblems are registered trademarks of their respective owners.

3.4 While we carefully select and curate Products and guarantee their authenticity subject to clause 13, the Products (many of which are handcrafted) may exhibit minor imperfections or irregularities that do not affect functionality or authenticity. Any rectification or after-sales service is to be undertaken at the relevant brand’s store at your discretion and expense, and such minor imperfections do not constitute a defect giving rise to a right to refund or exchange under clause 11 (and also do not give rise to any other remedies against us, subject to applicable law).

3.5 Any advice or recommendation given by us or our employees, agents or authorised representatives to you as to the storage, application or use of the Products is followed or acted upon entirely at your own risk. Accordingly, to the extent permitted by law, we shall not be liable for any such advice or recommendation.

3.6 We may correct any typographical, clerical, pricing, description or other errors or omissions in any sales literature, quotation, listing, message, Order, Confirmation Of Order, invoice or other document or information issued by us or our employees, agents or authorised representatives without liability. Regardless whether a Contract has been formed or not, if you have made payment to us, you agree and accept that your sole remedy in this case is only to obtain a refund of the amounts which we cannot honour due to such errors or omissions.

  1. Type of Sale

4.1 You acknowledge that the Products sold by us may be an item consigned to us and therefore owned by a 3rd party seller (“Consignment Sale“) or an item owned by and offered directly for sale by us on our own behalf (“Direct Sale“). You may contact us to find out the type of sale at +65 9888 4480 or enquiry@cleprivee.co.

 4.2 For Consignment Sales, we are at no point the owner of the Product and we are only acting as a facilitator or broker of the sale between the buyer (i.e. you) and the 3rd party seller. For the avoidance of doubt, the Full Price advertised or agreed by us is inclusive of our brokerage fee and charges for facilitating the sale and, where applicable, charges for delivering the Product to you.

  1. How a Contract is formed

5.1     To place an Order, you may either (i) register for an Account on the website and follow the instructions on the website on how to make an Order and to make changes to your Order before submitting it, or (ii) follow the instructions as provided by our authorised representatives through our Ordering Channels.

5.2     Irrespective of any previous price you have seen or heard, once you select a Product that you wish to order, you will then be shown on the website, or communicated by our authorised representatives through our Ordering Channels, the charges you must pay including GST, if applicable, and any applicable delivery charges. Unless otherwise stipulated on the website or so communicated by our authorised representatives, all prices and charges are stated and payable in SGD. We accept payment in currencies other than SGD, and any currency conversion will be performed at a rate determined by us or the relevant payment provider at the time of processing. You are responsible for all foreign exchange, bank, transfer, remittance, correspondent and intermediary charges, as well as any charges imposed by your bank or card issuer. Any non-SGD currency displays are for reference only and the binding amount payable is in SGD. Subject to clause 5.10, this is the total that you will pay for receipt of the ordered Product.

5.3     If you are asked for details of a payment card, you must be fully entitled to use that card. The card must have sufficient funds to cover the payment.

5.4     You undertake that all details provided to us, for the purpose of purchasing the Product, are correct. We reserve the right to obtain validation of your payment details before providing you with the Product.

5.5     You are responsible for reviewing the latest Terms & Conditions each time you submit your Order.

5.6     Your Order remains valid as an offer until we issue our Confirmation Of Order.

5.7     The Contract between us and you will only come into effect, and we shall at that point be legally bound to supply the Product to you, if and when we send the Confirmation Of Order document by email or message from our authorised representatives through our Ordering Channels to you, which will constitute our express acceptance of your Order (our “Acceptance“, and “accept” is to be construed accordingly). Until the time when we accept your Order in accordance with the aforementioned procedures in this clause 5.7, we reserve the right to refuse to process your Order and, if we so refuse, we will refund any payment made by you.

5.8     We shall not be obliged to supply the Product to you until we have accepted your Order. Acknowledgement of your Order by us is purely for informational purposes, and does not constitute the Confirmation Of Order and is not our Acceptance of your Order. In that Acknowledgement, we may give you an order reference number and details of the Product you have ordered. We may in our discretion refuse to accept any Order from you for any reason, including due to unavailability of supplies.

5.9     We will try to ensure that the price communicated to you is accurate. However, we reserve the right to update the price of any Products (including those Products which are the subject of an Order) prior to our Acceptance. If the price for a Product which is the subject of an Order changes before we accept your Order, we will contact you and seek confirmation that you wish to proceed at the amended price only during Business Days and Working Hours.

5.10   A Contract will relate only to those Products which dispatch we have confirmed in the Confirmation Of Order. We are not obliged to supply any other Products which may have been part of your Order, but are not confirmed in the Confirmation Of Order, until we have sent a Confirmation Of Order in relation to those Products.

5.11   You must only submit to us information which is accurate and not misleading, and you must keep all information submitted to us up-to-date and inform us of any changes promptly.

5.12   Screenshots, message logs, email records and otherwise may be relied upon by us for us to evidence the existence and terms of a Contract.

5.13   If we accept a deposit or part-payment, you must pay the balance by the deadline and in the manner we notify to you, failing which we may cancel the Order and treat any deposit or part-payment in accordance with these Terms & Conditions. Any reference in these Terms & Conditions to a “refund” of the Full Price or Purchase Price (as the case may be) shall, where only a deposit or part-payment has been made, be construed as a refund of the amount actually paid by you, subject to any applicable deductions or exclusions provided in these Terms & Conditions.

5.14   Upon your confirmation to purchase, a deposit is required as soon as reasonably practicable for us to take the item off the market and secure your purchase. We will not acknowledge or treat your confirmation as effective until the deposit is received. The amount of the deposit will be as communicated by us to you. Deposits may be paid via the payment methods described below.

5.15   The permitted payment methods are:

a) bank funds transfer/telegraphic wire to our bank account in Singapore (bank account details will be provided in the invoice issued following your confirmation to purchase); and

b) credit card payments using Visa, Mastercard or American Express via Airwallex, our secure payment gateway and financial services partner. An additional surcharge of 3.3% applies to all credit card transactions and cannot be waived.

5.16   For the avoidance of doubt, all prices are stated and payable in SGD. Any non-SGD currency displays are for reference only. The binding amount payable is in SGD. All matters relating to non-SGD payments, exchange rates and associated charges are governed by clause 5.2. Local buyers may use any local bank transfer facilities. We do not provide instalment plans.

  1. Orders and Specifications

The quantity, quality and description of, and any specification for, the Products shall be those set out in the Confirmation Of Order sent to you pursuant to your Order and payment.

  1. Delivery

7.1 Delivery of the Products will be made to the address provided at the check-out page of the website, or as you had communicated to and agreed with our authorised representatives through our official Instagram or Whatsapp account (“Delivery Address“).

7.2 Any delivery dates quoted are estimates only, and we shall not be liable for any delay in the delivery of the Products however caused.

7.3 Time for delivery shall not be of the essence of a Contract.

7.4 If we fail to deliver the Products for any reason other than any Event of Force Majeure or due to your fault, and we are accordingly liable to you, our liability shall be limited to only refunding the Full Price of the Products.

  1. Risk and Property

8.1 Risk passes to you upon delivery of the Products to the Delivery Address, or if you wrongfully fail to take delivery, when we tender the delivery of the Products.

8.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms & Conditions, the property in the Products shall not pass to you until we have received in cash or cleared funds payment in full of all sums due for the Products and any other sums then due.

  1. Cancellation

9.1 We may cancel a Contract if the Product is not available for any reason. In such a situation, we will notify you and return any payment that you have made.

9.2 We will usually refund any money received from you using the same method used by you to pay for the Product, where practicable.

  1. Modification or Cancellation by Customer (Non-Faulty Product)

          We do not allow modification or cancellation of Orders by Customers. Please review your Order carefully before placing an Order. Once an Order is placed, we will not modify or cancel the Order.

  1. Faulty Products

11.1 The Product is to be used strictly in accordance with the manufacturer’s latest published instructions. It is your responsibility to ensure that you use the Product in accordance with those instructions.

11.2 Before delivery, we may make minor adjustments to material, colour, weight, measurements, design and other features to the extent that they are reasonable.

11.3 Subject to these Terms & Conditions, we will generally not accept any replacements or exchanges of Products, refunds, or cancellations of any Orders.

11.4 However, if you find that there are significant flaws in the Products that were not highlighted in the listing on the website, or not visible in the photographs on the website or communicated to you by our authorised representatives through our official Instagram or Whatsapp account, you must notify us within three (3) days from the date of receipt of the Products and the Products must be returned to us, in its original condition and original packaging, within one (1) week from the date of notification. You agree and accept that the assessment of whether there are significant flaws is in our sole discretion and subject to our findings on the same, and you also agree and accept that your remedy in this case is only to obtain a refund of the Full Price, less any taxes, duties, charges and carriage/delivery costs actually paid by us during delivery.

11.5 In order to provide you with any remedies for a Product with significant flaws, please email us at support@cleprivee.co with the following information:

a. your name, contact number, order number and tracking number (if any) and item name and other information that you deem necessary; and

b. specify reasonable details about the way in which it is alleged that the Product has significant flaws.

  1. Limitation of Liability

12.1 This clause 12 prevails over all other clauses and sets forth our entire liability, and your sole and exclusive remedies, for:

a. the performance, non-performance, purported performance or delay in performance of these Terms & Conditions or a Contract (or any part of it or them); or

b. otherwise in relation to these Terms & Conditions or the entering into or performance of these Terms & Conditions.

12.2 We shall be under no further liability in respect of the following:

a. any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions if any (whether oral or in writing), misuse or alteration or repair of the Products; and

b. subject to clauses 11, 12 and 13, any significant flaw or issues of inauthenticity arising and/or discovered after the Products have been released into your possession.

12.3 We shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Terms & Conditions, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence or the negligence of our employees, agents, authorised representatives or otherwise) which arise out of or in connection with the supply of the Products or the use or resale by you, and our entire liability under or in connection with these Terms & Conditions shall not exceed the Full Price of the Products.

12.4 You shall indemnify, hold harmless and, at our request, defend us and our directors, officers, employees and agents from and against all losses, damages, costs and expenses arising out of or in connection with:

a. your breach of these Terms & Conditions or any Contract;

b. any information or representation provided by you that is, or proves to be, inaccurate, incomplete or misleading; and

c. your misuse, improper handling, or failure to use the Products in accordance with applicable instructions, law or these Terms & Conditions.

This indemnity applies to claims by any person, including third-party claims, and is in addition to, and not in limitation of, any other rights or remedies available to us, but does not apply to the extent such losses are caused by our fraud, wilful misconduct or gross negligence.

  1. Authenticity

13.1 Any claim by you disputing the authenticity of a Product must be notified to us within one (1) month from the date of receipt of the Product and be supported by written advice from the relevant brand manufacturer confirming that the Product is not authentic.

13.2 If a Product is determined to be not authentic, you agree and accept that your sole remedy in this case is to receive the reimbursement of the Full Price paid by you for that Product to us.

  1. Guarantee and Complaints Management

14.1   We shall perform our obligations under these Terms & Conditions with reasonable care.

14.2   We place great value on customer satisfaction. We will attempt to address your concerns as soon as possible and will contact you on receipt of any relevant enquiry. In guarantee cases, the manufacturer frequently must be involved, and as such it may take longer to resolve such an enquiry or complaint.

14.3   In the event of a complaint, it will help us if you can describe the object of your complaint as accurately as possible and send us copies of the Order or at least the order number via email. If you do not receive a confirmation from us within five (5) Business Days, please make further enquiries. In rare cases, your emails may be caught up in our spam filters and may not reach us, or the correspondence that we sent to you may otherwise not have reached you.

  1. Circumstances beyond our control

15.1 We shall not be liable to you for any breach, hindrance or delay in the performance of a Contract attributable to any cause beyond our reasonable control (“Event of Force Majeure“).

15.2 We shall not be liable to you or be deemed to be in breach of these Terms & Conditions by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Products, if the delay or failure was due to any Event of Force Majeure. Without prejudice to the generality of the foregoing, the following shall be regarded as Events of Force Majeure:

a. Act of God, explosion, flood, tempest, fire, accident, pandemic or epidemic;

b. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

c. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

d. import or export regulations or embargoes; and

e. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of ours or of a third party).

15.3   Either party may terminate a Contract forthwith by written notice to the other in the event that an Event of Force Majeure lasts for a period of 30 Business Days or more, in which event neither party shall be liable to the other by reason of such termination (other than for the refund of the Purchase Price of a Product already paid for by you and not delivered).

15.4 If we have contracted to provide identical Products to more than one (1) Customer and are prevented from fully meeting our obligations to you by reason of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.

15.5 Subject to these Terms & Conditions and the applicable laws, we are not liable for any damages arising from the use or inability to use our Products and the website.

15.6   The provisions of this clause 15 shall not affect any financial or payment obligations which were incurred before the occurrence of the Event of Force Majeure.

  1. Notices

16.1   Any notices, claims, correspondences or other documents relating to these Terms & Conditions or a Contract shall be in writing and in the English language, and shall be deemed to be duly given or made when delivered by hand, registered mail or e-mail to the relevant receiving party at its address for service.

16.2   In proving such service, it shall be sufficient to prove that the letter or email or otherwise was properly addressed and, as the case may be, posted as a prepaid or recorded delivery letter or dispatched or a delivery report received.

  1. Brands

References to brands are for identification only. Brands identified on the website, or during the sale of a Product or otherwise, are not partners or affiliates of ours in any manner, and are not responsible for any of our Products. We are not affiliated, associated, authorised, endorsed by, or in any way officially connected with such brands, their subsidiaries or affiliates. The brand names, marks and emblems are registered trademarks of their respective owners.

  1. Relationship Between Parties

18.1 When you transact with us and provide your personal details, including email address and telephone number, you expressly consent to receiving transactional electronic communications related to your Order from us.

18.2 Nothing in these Terms & Conditions or a Contract shall be deemed to create a partnership, joint venture, agency, or employment relationship between you and us.

18.3 You and we expressly acknowledge that these Terms & Conditions and, if any, a Contract does not create an exclusive relationship between us. Nothing in these Terms & Conditions or a Contract shall under any circumstances be construed as us granting you the right to directly or indirectly assume or create, or attempt to assume or create, any obligation on behalf of or in our name.

  1. Governing Law and Dispute Resolution

          These Terms & Conditions and a Contract (and all non-contractual obligations arising out of or connected to them) shall be governed and construed in accordance with the laws of Singapore. Both you and we hereby submit to the exclusive jurisdiction of the courts of Singapore.

  1. General

20.1 Record-keeping. We shall keep a record of your Order and these Terms & Conditions until six (6) years after we have accepted your Order. However, for your reference, we advise you to print and keep a copy of these Terms & Conditions, your Order, the Acknowledgement and the Confirmation Of Order.

20.2 No Waiver. No failure or delay by us or you in exercising any right under these Terms & Conditions or a Contract shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish our or your rights under these Terms & Conditions or a Contract.

20.3 If any clause in these Terms & Conditions or in a Contract was declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or part of any clause, all of which shall remain in full force and effect, so long as these Terms & Conditions or the Contract shall be capable of continuing in effect without the unenforceable term.

20.4 Contracts (Rights of Third Parties) Act. Except as provided to the contrary, a person who is not a party to these Terms & Conditions or a Contract shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to rely upon or enforce any term of these Terms & Conditions or the Contract.

20.5Assignment.

a. To the fullest extent permitted by law, Cle Privee may at any time assign, transfer, charge, grant, declare, create or dispose of any right or interest in its rights under these Terms & Conditions or any Contract, and may subcontract the performance of its obligations, in whole or in part, without the Customer’s consent.

b. The Customer irrevocably consents in advance to any novation by Cle Privee to (i) any affiliate of Cle Privee, or (ii) any successor to all or substantially all of the relevant business of Cle Privee, effective upon written notice.

c. The Customer may not assign, transfer, charge, grant, declare, create or dispose of any right or interest in any of his/her rights, novate, subcontract or otherwise deal with any of his/her rights or obligations under these Terms & Conditions or any Contract without Cle Privee’s prior written consent, and any attempt to do so will be void to the fullest extent permitted by law.

  1. Amendment to these Terms & Conditions

          We reserve the right to amend these Terms & Conditions at any time. All amendments will be posted online. However, continued use of the website will be deemed to constitute acceptance of the new Terms & Conditions.

  1. Inaccuracy Disclaimer

          From time to time, information on the website may contain typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after your Order submission).