Draft — pending qualified legal & tax review
Marketplace & B2B Terms
Version: draft-2026-10-24. Operator legal name, UEN, registered address and support/DPO contacts are not yet supplied. These terms are not legally approved and are not a tax opinion. Singapore is the pilot trading territory; unsupported countries remain gated.
1. Operator, seller and buyer
HERSw hosts listings, applications, quotations, events and introductions as a facilitator. The identified supplier and buyer contract for each B2B supply; suppliers retain responsibility for their assets, fulfilment and lawful product claims. Platform labels do not determine seller-of-record, importer or GST liability where applicable law provides otherwise.
2. Business evidence and review
Businesses must submit accurate legal identity, registration and requested evidence and update material changes. Each supplier, distributor and buyer role is reviewed separately. Uploaded evidence is private to the business owner and HQ. HQ acceptance records its review findings only; it is not legal certification, government endorsement or a guarantee of solvency. Legal opinion/marketplace terms documents must identify their actual qualified reviewer. An independent administrator reviews an administrator’s own documents.
3. Listings, territory and rights
Suppliers must identify description, category, MOQ, price tiers, currency, stock or made-to-order status, territory and fulfilment responsibility. Health, beauty and efficacy claims require evidence and moderation. No prohibited, unsafe or misleading product or professional-service claims are allowed. Distribution approval does not create exclusivity without a recorded signed contract; no application creates ownership, income entitlement or a resale authorisation beyond the approved scope.
4. Quotations and order records
Indicative tiers are not final quotations. Suppliers set a valid-until date, unit price, delivery charge, dispatch timing, delivery scope, GST treatment and returns/damage terms. Buyers must review them before acceptance. Acceptance creates an unpaid order and reserves available stock; cancellation releases the reservation under current pilot controls. Quote terms are copied into the order record. Legacy quotes/orders without delivery or tax fields require separate clarification, not an assumption of free shipping or no tax.
5. Singapore GST
The current quotation tool covers local Singapore standard-rated SGD supplies only. A supplier declaring it is not GST-registered charges no GST through this tool. A GST-registered supplier requires HQ-accepted registration evidence and its registration number; standard GST is calculated at 9% on goods plus supplier-charged delivery, rounded to cents for the quotation. Each supplier remains responsible for the accuracy of its declaration, tax invoices and applicable reporting. An evidence check is not a live IRAS registration lookup.
The tool does not determine exemptions, exports, overseas vendor registration, low-value-goods import GST, reverse charge or marketplace deemed-supplier treatment. These transactions and GST on HERSw’s own fees require qualified tax review and separate configuration. Calling a transaction B2B does not establish the buyer’s GST status. No tax is represented as collected or remitted when payment is unconnected.
6. Delivery, loss and returns
Delivery charges are supplier-specific quotations, not HERSw carrier rates. The supplier must identify served areas, exclusions, carrier/service, dispatch days, responsibility for damage/loss and failed delivery, and returns procedure before acceptance. No courier booking or tracking integration exists. Cross-border delivery, customs declarations, importer designation, duties, permits and insurance require separate agreement and legal review and are not enabled by this local quotation tool. Mandatory statutory rights prevail over conflicting seller terms.
7. Fees, payment and earnings
The proposed supplier-paid B2B service fee is 3% of goods subtotal, separate from buyer delivery and GST. The existing proposed consumer marketplace commission is 15%. Platform-fee tax treatment and final commercial rates require operator approval. No production payment provider is connected. B2B orders remain awaiting payment and create no earnings ledger or payout merely on acceptance. Sponsorship, exhibitor quotes and referrals promise no revenue or audience; recruitment alone earns nothing.
8. Personal data and disputes
Parties may use received personal data only for the agreed transaction, support and lawful requirements, not unsolicited marketing. Restrict access, protect the data and report suspected misuse through HERSw’s privacy request channel. Disputes require the parties’ evidence, quotation and order record. Operator contact, escalation times, liability allocation, governing law and forum remain counsel-review items and must be completed before commercial launch.
Sources: IRAS e-Commerce GST · PDPC obligations.