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CardsPal for Business Merchant Terms & Conditions

Updated as of 21 March 2022

 

We are incredibly excited that you have decided to join us as a merchant on CardsPal for Business merchant platform (“Platform”). For the avoidance of doubt, our mobile application (“App”) and website (“Site”) are owned by CardsPal Pte. Ltd..

Before creating a merchant account on the Platform, please read the following Terms of Service carefully (“Terms”). These Terms shall govern the relationship between you as a merchant on the Platform (“Merchant”, “you” and “your”) and CardsPal Pte. Ltd., its affiliates and subsidiaries (each and collectively referred to as “CardsPal”, “us”, “our” and/or “we”).

 

Acceptance of the Terms

By opening a merchant account on the Platform (“Account”), you acknowledge that you have read, agree to, and accept these Terms. We may request specific documents from you to verify your identity when creating an Account. Should you wish not to provide the documents requested by us, we reserve the right not to proceed with your Account creation, and any contractual relationship between you and CardsPal shall immediately terminate and cease. We may, but are not required to, notify you in these circumstances.  

In addition to the Terms, you further acknowledge that you have read and agree to our Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS AND OUR PRIVACY POLICY, PLEASE DO NOT PROCEED TO CREATE AN ACCOUNT AND USE ANY OF OUR SERVICES.

CARDSPAL RESERVES THE RIGHT TO AMEND, MODIFY, VARY AND/OR CHANGE ANY OF THESE TERMS AND/OR ITS PRIVACY POLICY FROM TIME TO TIME. AMENDMENTS TAKE EFFECT FROM THE DATE THEY ARE PUBLISHED ON THIS SITE. YOU ARE ADVISED TO VISIT THIS SITE REGULARLY TO CHECK FOR ANY AMENDMENTS. YOUR CONTINUED USAGE OF THE PLATFORM OR ANY SERVICES PROVIDED BY CARDSPAL SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE OF THE CHANGES. SHOULD YOU NOT AGREE TO ANY SUCH CHANGES, PLEASE STOP USING THE PLATFORM AND THE SERVICES PROVIDED BY CARDSPAL.

If you are creating an Account, accessing or using the Platform on behalf of a company (such as your employer) or any other legal entity, you represent and warrant that:

– you have the authority to bind that company or other legal entity to these Terms and our privacy policy; and

– you and your company or other legal entity hold the necessary authorisations and registrations with the appropriate regulatory authorities to access and use the Platform and services provided by CardsPal.

Notwithstanding anything to the contrary, we reserve the right to refuse the creation of your Account or restrict your access to the Platform for any reason at our sole discretion which we may or may not inform you of, and our decision concerning this shall be final and absolute.

Should your business or products fall within our Prohibited and Restricted Business list, we may, unfortunately, have to refuse to onboard you as a Merchant, and we seek your understanding on this. This list may be shared with you upon request.

 

Interpretation

Force Majeure Eventshall mean any event or circumstance that is beyond a party’s reasonable control, including but not limited to: (a) an act of God; (ii) any fire accident, flood or explosion; (iii) health epidemics declared by the World Health Organisation; (iv) war or threat of war, civil disturbance, the act of terrorism or civil unrest; (v) strikes, industrial actions or any trade disputes; and (vi) restrictions, regulations, bye-laws, prohibitions or measures of any kind imposed by the government or local authority.

Intellectual Property Rightsshall mean any copyrights, patents, trademarks, service marks, brand names, design rights, any proprietary content and/or confidential information, or any such other intellectual property rights (registered or unregistered).

Productsshall mean any goods that may be offered for sale as part of a Deal Offering (as defined below) by a Merchant.

Prohibited and Controlled Products & Services Listrefers to a list of Products and Services (set out under the Annexure) that are not allowed to be listed on the Platform. 

Servicesshall mean any services that may be offered for sale as part of a Deal Offering (as defined below) by a Merchant.

 

Usage of the Platform

We provide a Platform for you to list your promotions, discounts, and/or rebates about your Product and/or service (“Deals”). These Deals can be purchased or bought by registered users of the App (“Buyers”) in the form of digital vouchers issued to the Buyers.

Any actual transaction made or contract for a Deal shall be between you as the Merchant and the Buyer. You acknowledge that we are neither a party to this contract and transaction, and we accept no contractual obligation in this regard. You shall be wholly and entirely responsible for fulfilling the Deal with the Buyer.

We will grant you a revocable, non-transferable, non-licensable and limited licence to use and access to the Platform and the Site until your Account is terminated and ceases to be in effect, or until such time which we may notify you. This limited licence is granted subject to these Terms.

 

Merchant’s Obligations

By using the Platform and any services provided by us, you represent and warrant to us that:

– you will comply with all applicable laws and regulations when using our Platform and services;

– you will not use the Platform to conduct any illegal or fraudulent activities;

– be responsible for your taxes and any charges or fees arising out of the listing of your Deals and the sale of any of your Products and/or Services in connection with such Deals;

– have obtained all necessary licenses, permits and/or authorisations, including governmental, for the listing, offering, advertising and/or sale of your Deals, Products and/or Services (in relation to the Deals Offerings) on the Platform;

– you shall not infringe any Intellectual Property Rights;

– you shall not post any content on the Platform that is in breach of any applicable laws or which infringes any of our policies; and

– you shall use the Platform in a proper and non-offensive manner.

 

In relation to the Products and/or service offerings in connection with your Deals (“Deal Offerings”), you warrant to us that:

– your Deal Offerings comply with all applicable laws;

– you have full unencumbered title to the Products;

– your Products and/or Services are of merchantable quality, free from defects and conforms with the Deal description;

– your Products and/or Services are not considered an item listed in the Prohibited and Controlled Products & Services List;

– you have full title to the use of any images, pictures, content and/or any Intellectual Property Rights that may be uploaded onto the Platform;

– your Products and/or Services are not counterfeit and do not infringe on any third party’s Intellectual Property Rights; and

– you shall provide clear instructions to the users for the purchase and redemption of your Deal Offerings.

 

You further undertake to be entirely responsible for:

– fulfilling the Deals purchased by the Buyers, including but not limited, to the supply and delivery of your Product and/or Services;

– all after-sales service for your Product and/or Services, and to process any returns according to your returns policy;

– transacting only within the Platform and not through any other forms of channels; and

– updating or correcting any information or specifications relating to the Deal Offerings in the event of any errors or should they no longer remain true and accurate, and notify CardsPal immediately upon such correction.

 

Merchant Content

You agree that you will remain entirely responsible for the content you publish, post and/or upload onto the Platform. In addition, you undertake that:

– you will not post any advertisements or promotions that may be misleading, untrue, or which may be in breach of any applicable advertising or consumer laws or regulations;

– any content on the Platform shall comply with applicable laws;

– any content published, posted or uploaded shall not be libellous, vulgar, unlawful, abusive, offensive or caused any alarm or distress to any person;

– any content, promotions, advertisement and/or information of the Deal Offerings shall be true and accurate;

– CardsPal is not under any obligation of confidentiality to you regarding any content published on the Platform and/or submitted to CardsPal using the Platform, App and/or CardsPal’s social media accounts; and

– content published, posted or uploaded shall be in compliance with the policies of CardsPal.

 

The listing of your Deal Offerings shall also be subject to our approval. If your Deal Offerings, Products and/or Services do not comply with our Terms or any applicable law, we reserve the right to, at any time, with or without notice to you:

– terminate or suspend your Account with immediate effect;

– refuse to upload or suspend the listing of any Deals;

– restrict any benefits or promotions that CardsPal may have offered to you as a Merchant; and/or

– refund any Deals that a Buyer may have purchased from you and claim or deduct such refunds against your payment account, and if your payment account has insufficient funds, to reimburse CardsPal of such amount immediately upon demand.

If we have found that you may have breached any of these Terms relating to your content, without prejudice to any of our rights in these Terms, we reserve the right to take down, de-list or remove such infringing content or Deal Offerings without any notice to you.

You further agree to grant us, our partners, agents, sub-contractors and affiliates, a royalty-free, non-exclusive and worldwide licence to use, reproduce, reformat, modify and/or display any of your content and Deal Offerings used or published onto the Platform, our App and/or social media platforms to continue to provide you with our services, and to advertise or market your Deal Offerings in any other forms of channels, including but not limited to social media, electronic direct mailers, or external newsletters. You warrant to us that your content does not infringe the rights of any third party.

 

Payments Provider

We work with Stripe to provide you with the best payment experience on our Platform.

After creating your Account, you are required to follow a link to open a Stripe merchant account within the Platform to receive the proceeds from your Deals. If you choose not to open a Stripe merchant account, you will not be able to list your purchasable Deals and receive your proceeds. You acknowledge that CardsPal is not a payment provider and does not provide any payment activities. CardsPal is not a party to the contractual relationship that you will be required to enter with Stripe. Any references to payment activities under these Terms shall be provided by Stripe and not CardsPal. Accordingly, we do not store any of your bank account details as they are stored securely with Stripe.

When opening a Stripe merchant account, you acknowledge that you have read and agree to be bound by the Stripe Connected Account Agreement, the Stripe Services Agreement and Stripe’s Privacy Policy.

If you have any questions, do not hesitate to get in touch with us at support@cardspal.com.

 

Fee Structure and Payment

We offer our Merchants a selection of subscription plans (“Plans”) at the prices (including any applicable goods and services tax) stated on our Site. We reserve the right to amend the prices of the Plans from time to time, and we will notify you before such changes take effect. You shall be entitled to receive different types of marketing support based on the Plan you have subscribed to. Further information can be found on our Site.

Merchants will also be charged a fee for each successful Deal purchased on the Platform (“Application Fee”). However, Merchants who are not on any Plan may be charged a higher Application Fee.

 

Refunds and Cancellation Policy

All Deals purchased on our Platform are non-refundable. Therefore, unless expressly stated in these Terms, we will not process any refunds for both Merchants and users. All Merchants are advised to go through their Deals, pricing and/or promotions before listing them.

It shall be the Merchant’s discretion on whether to honour any expired vouchers.

 

Limitation of Liability & Indemnities

To the extent permitted by law, we shall in no event be liable for the following arising out of the Platform or any other services we provide:

– whether in contract or tort, for any product liability or such other cause of action at law;

– for any liability or losses incurred by you arising out of any errors or inaccuracies relating to any information on the Platform;

– any indirect, incidental, special or consequential losses, notwithstanding that we may have been advised of the possibility of such losses incurring; and/or

– loss of use, loss of profits, loss of reputation or goodwill, in each case whether direct or indirect.

Other than as set out in these Terms, we make no representations nor warranties to you of any kind, express or implied, including but not limited to, that the Platform will be suitable to your requirements, or that access to it will always be available or uninterrupted.

Notwithstanding the above, if we are found liable by law, then we and our affiliates, officers, employees, directors, partners and representatives’ aggregate liability to you shall, to the maximum extent permitted by law, be limited to an amount not exceeding to your yearly subscription plan.

You agree to indemnify and hold us, our affiliates, officers, employees, directors, partners and representatives, harmless from and against all claims, losses, liabilities, damages and expenses:

– resulting from any actual or alleged breach of any warranty, covenant or agreement or any misrepresentation by you;

– any non-compliance with applicable laws and/or these Terms, including the Prohibited and Controlled Products & Services List;

– arising out of you or your employees’ negligence or wilful misconduct; and/or

– resulting from any fines or arising out of any third-party indemnifications we may be liable for due to your usage of the Platform.

 

Termination

At CardsPal, we strive to provide the best deals for our users and create a safe and secure environment where they can purchase and enjoy these deals. While we are reluctant to do so, we reserve the right to part ways with you by terminating your Account or restricting your access to the Platform with immediate effect (with or without notice to you) at the occurrence of any of the following:

– you are in breach of any applicable laws;

– you are in breach of any of these Terms including our Prohibited and Controlled Products & Services List, and fail to remedy such violations within seven (7) days from being notified to do so;

– a judicial management order has been ordered against you, or you entered into administration; and/or

– you have ceased to carry on business.

Notwithstanding the above, either party shall have a right to terminate the relationship for convenience by giving the other party written notice of seven (7) days. Alternatively, should you wish to end your relationship with us, you may choose to discontinue and terminate your Account.

If you are on a paid subscription Plan, and a termination happens in accordance with these Terms, no refunds will be provided to you, unless we elected to terminate your Account for convenience and without cause. In such a case, a refund may be given to you at our sole discretion.

 

Fraudulent Activities

Without prejudice to any of our rights under these Terms, in the event we, at our sole and absolute discretion, determined that you may have been engaged in any fraudulent activities or transactions, we reserve the right to take immediate action, including but not limited to:

– exercising our rights under these Terms to terminate or suspend your Account with immediate effect;

– hold off or retain the transfer of any of your proceeds while we conclude any internal investigations;

– reverse any transactions that have been made between you and a Buyer;

– cease the provision of any services to you; and/or

– transfer your funds or proceeds to any account as may be required by law or any judgment or orders from a competent court of law.

 

Feedback & Complaints

We are always willing to improve so that we can provide you with a better and more immersive merchant experience. As such, we welcome any feedback on how we may improve the quality of our services.

If you have any such feedback or complaints regarding any of our services, products and/or Platform, please reach out to us at support@cardspal.com, and we will handle them based on our Complaints Procedure process set out in our Terms of Use.

 

Governing Law

These Terms shall be governed by and construed according to Singapore laws. Any dispute, controversy or claim arising out of or in connection with these terms of use shall be subject to the non-exclusive jurisdiction of the Singapore courts.

 

General Provisions

We shall be deemed as independent parties from one another, and nothing in these Terms shall create any formal partnership, joint venture, agency arrangement, franchise, or representative relationship between us.

You are not entitled to assign, sublicence or transfer any of your rights under these Terms without our written consent.

If any of the provisions in these Terms are held by a court to be void but would be valid in part or reduced application, such provision shall apply with the deletion or modification to the extent that it may be necessary to make the remaining valid and enforceable.

Neither party shall be liable to the other by reason of any delay or failure to perform any of its obligations because of a Force Majeure Event. At the occurrence of a Force Majeure Event which prevents us from performing our obligations, we reserve the right at our option, to either fully or partially suspend any of our services or obligations as long as such event continues.

These Terms are for the sole benefit of you, CardsPal and its affiliates. Save for Buyers’ rights against you as a Merchant, nothing in the Terms will be construed as giving any third party any rights whatsoever.

No variation of these Terms shall be valid unless (a) it is expressly agreed to in writing and signed by an authorised personnel of CardsPal; or (b) made in accordance with these Terms.

Unless expressly otherwise provided, in the event of any conflict and/or inconsistency between these Terms and any other agreements or terms and conditions, these Terms shall prevail and take precedence to the extent of such conflict and/or inconsistency.

The failure of a party to exercise any of its rights in the case of a breach of these Terms shall not be considered a waiver of its rights under these Terms or applicable law.

 

Annexure – Prohibited and Controlled Products & Services List

The following is a non-exhaustive list of Prohibited and Controlled Products & Services that are not allowed to be listed on the Platform. We reserve the right to remove, suspend or disallow any Deal Offerings which may or may not relate to any of the items in the list below.

While some of the items in the list may not necessarily be illegal, they are either restricted by some of our partners or do not align with our Platform’s vision.

This list shall be updated from time to time as we may deem necessary. It shall be the Merchant’s responsibility to ensure compliance with all applicable laws and regulations in respect of their Deal Offerings and to ensure that the Deal Offerings listed on the Platform do not relate to the sale or offering of any of the following listed below:

1. Any immoral, sexual wellness or prostitution services, which may include but are not limited to escort services, adult industry related services or sexually-orientated dating services;

2. Firearms, weapons and ammunition, which may include but are not limited to replica firearms and weapons (such as BB or airsoft guns), tasers, baton, axe, crossbow etc.;

3. Obscene, adult or vulgar materials which may include but are not limited to pornography or sex toys;

4. Embargoed or sanctioned products;

5. Moneylending services;

6. Animals and wildlife, which may include but are not limited to animal artefacts such as elephant tusk or ivory, tiger tooth, live animals or birds, endangered wildlife or insects;

7. Human parts or remains;

8. Protected plants or any endangered species of wild plants;

9. Online gambling, slot machines or lottery tickets;

10. Used cosmetics;

11. Stolen goods;

12. Counterfeit or products that infringe the intellectual property rights of a third party, that may include but not limited, to copyright or trademark infringements;

13. Controlled or illegal drugs and substances, and related drug paraphernalia;

14. Tobacco products, smoking apparatus and other smokeable products, which may include but are not limited to e-cigarettes and related products;

15. Any electronic devices or equipment that is used mainly for illicit purposes, which may include but are not limited to: (i) illegal or pirated TV set up boxes; and (ii) lockpicks etc.;

16. Precious stones and metals that may include but are not limited to (i) gold bars or ingots, (ii) silver bars, silver reserves, silver ingots; (iii) platinum bars or platinum reserves; and (iv) blood diamonds, etc.;

17. Flammable and hazardous chemicals or substances which may include but are not limited to radioactive substances or explosives and detonation materials;

18. Any illicit documents or illegally obtained information such as stolen passports or personal data etc.;

19. Counterfeit currencies; and

20. Politically related items or any products that depict racism or are culturally insensitive.