ShopeePay Merchant Terms of Service
1. INTRODUCTION

1.1 The following terms and conditions apply to Merchant’s use of the Services.  This terms of service (“Terms of Service”) is a contract between you and ShopeePay and it governs your use of all Services (defined below). Please read the following Terms of Service carefully so that you are aware of your legal rights and obligations with respect to us and our affiliates and subsidiaries (individually and collectively, "Company", "we", "us" or "our").  BY USING THE SERVICES OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE.  We have the right to revise these Terms of Service at any time without providing notice to you. Your use of the Services shall be deemed irrevocable acceptance of these Terms of Service and any such revisions.  


2. INTERPRETATION

2.1 In this Terms of Service, the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:

Application” means the mobile application operated by ShopeePay or its affiliate (as amended from time to time) for the provision of Services; 

Card or Payment Scheme” means any card payment systems (such as VISA, MasterCard, American Express or others) or bank payment scheme (such as direct banking system, direct debit system or bank transfer system);
   
Merchant Account” means Merchant’s registered electronic money account(s) held with ShopeePay or bank account designated by Merchant (as the case may be);

Merchant Product/Service” means any product or service offered by Merchant to its customers and which is ordered, purchased or otherwise provided to a customer pursuant to a Transaction;
 
Merchant Registration Form” means the registration form completed and signed by Merchant for the Services;

Services” means electronic payment solutions via the internet and all other products and services offered by ShopeePay through any other means; and
 
Transaction” means any transaction between Merchant and its customer using the Services for the purchase of goods and/or services from Merchant.  

2.2 Headings are for convenience only and shall not affect the construction or interpretation of this Terms of Service.


3. SERVICES

3.1 Merchant acknowledges and agrees that: 

(a) ShopeePay operates solely as a payment intermediary and: (i) under no circumstances acts as a seller, purchaser, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Merchant Product/Service; and (ii) makes no representations or warranties and does not ensure the quality, safety and/or legality of any Merchant Product/Service.  ShopeePay does not guarantee the identity of any customers or ensure that a customer will complete a Transaction;     

(b) any dispute arising out of any Merchant Product/Service is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services.  Any Transaction in relation to the Merchant Product/Service shall only obligate Merchant.  ShopeePay shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Merchant Product/Service.  ShopeePay may, on a case by case basis and at the customer’s own costs expenses, facilitate the customer to request from the Merchant any refund paid for the goods and/or services by the customer. 

(c) ShopeePay Services, including its gateway service, only facilitate the execution of payments from a customer to Merchant.  Any payment monies collected from customers and received by ShopeePay shall be settled and transferred into the Merchant Account within a fixed timeframe on a daily, weekly, biweekly or monthly basis, as agreed by the Parties after deduction of any fees due to ShopeePay including any applicable taxes and/or duties.  Merchant agrees to be responsible for all the costs, expenses, fees and/or bank charges applicable to the settlement and transfer.    

3.2 Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds.  Merchant remains liable to ShopeePay for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (“Reversal Amount”).  In the event of a payment reversal, ShopeePay is entitled to debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee.  If ShopeePay is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by depositing funds into such Merchant Account to ensure that the Reversal Amount and/or any negative balance can be fully recovered by ShopeePay.  Failure to do so is a breach of these Terms of Service.  Repayment of the Reversal Amount and/or any negative balance is due immediately without notice.  ShopeePay reserves the right to, at any time, demand repayment by Merchant for such amount.  

3.3 ShopeePay reserves the right to suspend, at any time and at its sole discretion, the Merchant Account and/or the Services in any of the following circumstances: 

(a) where ShopeePay believes it is necessary or desirable to protect the security of the Merchant Account and/or the Services;

(b) if any Transactions are made which ShopeePay in its sole discretion deems to be (i) made in breach hereof or in breach of the security requirements of the Merchant Account and/or the Services; or (ii) suspicious, unauthorized or fraudulent, including but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;
(c) upon the insolvency, liquidation, winding up, bankruptcy, entrance into receivership or dissolution of Merchant, or where ShopeePay considers that there is a reasonable likelihood for any of the foregoing to occur;

(d) if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of Merchant, or where Merchant fails to deliver such goods and/or services, and/or where Merchant is engaged in third party processing and not delivering goods and/or services itself; or 

(e) otherwise in connection with ShopeePay’s compliance with any applicable laws and regulations.

3.4 In the event that ShopeePay suspends the Merchant Account and/or the Services provided to Merchant, ShopeePay may reinstate the same and, where necessary, provide new security details such as a password, as soon as practicable after the reason for the suspension ceases to exist.


4. OBLIGATIONS

4.1 Merchant shall open and maintain a Merchant Account by registering as a merchant with ShopeePay.  Merchant shall integrate the Services into its operations and operate the same in accordance with ShopeePay’s instructions.  Merchant shall be responsible for maintaining adequate security and control of any and all identifications, passwords, personal identification numbers (PINs), or any other codes that Merchant uses to access the Services.

4.2 Merchant shall not receive payments as consideration for delivery of tobacco products, prescription or non-prescription drugs, pornographic content or services, illegal downloads, illegal gambling or goods or services infringing intellectual property rights of a third party, or for any other goods or services that offering or provision of which is against public moral or illegal under applicable law. 

4.3 Merchant shall cooperate with ShopeePay at Merchant’s cost to investigate any suspicious illegal, fraudulent or improper activity related to any Transactions.

4.4 At any time, for the purpose of complying with applicable law, Merchant shall provide ShopeePay with such information as ShopeePay may request, including information about Merchant’s business.  Merchant shall inform ShopeePay in writing of any material changes to its business including business model, the goods and/or services, shop name, website or payment method, no later than thirty (30) days prior to such changes. Such change shall be effective only when received and agreed by ShopeePay.  Merchant shall indemnify ShopeePay against all losses liabilities, costs and expenses (including full reimbursement of any legal and professional costs) arising out of the Merchant’s failure to notify ShopeePay of such changes.         

4.5 Merchant shall not charge its customers a processing fee, markup or other surcharge for making payments through the Services.

4.6 Merchant shall deliver the Merchant Product/Service to its customers without undue delay.  Merchant shall retain any documents evidencing the customer’s receipt of the goods and/or services ordered by the customers for at least 2 (two) years from the date on which the customer received the goods and/or services.  Merchant acknowledges that ShopeePay shall not be liable for any defects of such goods and/or services.  

4.7 The Merchant Product/Service that are made available to customers shall comply with applicable laws in any jurisdiction in or to which Merchant makes its goods and/or services available.  

4.8 Merchant shall at all times have all relevant licenses and permits to conduct Merchant’s business and/or sale of Merchant Product/Service.

4.9 Merchant represents and warrants that it is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that Merchant is not sending or receiving funds to or from an illegal source. 

4.10 Neither Merchant nor any of its subsidiaries or affiliates, nor any director or officer of Merchant, nor, to Merchant’s knowledge after due inquiry, any director or officer, employee, agent, controlled affiliate or representative of the Merchant or any of its subsidiaries or affiliates (“Person”), is an individual or entity that is, or is owned or controlled by a Person that is currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), nor located, organized or resident in a country or territory that is currently the subject of Sanctions.  Merchant will not use the Services in any manner that will result in a violation of Sanctions by any Person, including ShopeePay and any of its affiliates, directors, officers, employees and agents. Merchant and its subsidiaries and affiliates have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.  Merchant agrees that it, its subsidiaries and affiliates and any Person shall conduct business in compliance with Anti-corruption Laws and shall not take any action, directly or indirectly, that would result in a violation of such laws, including but not limited to providing, offering, or promising, directly or indirectly, anything of value to any governmental authority or official that would result in a breach of any anti-corruption laws.

4.11 The operations of Merchant and its subsidiaries and affiliates shall be at all times in compliance with all material aspects with applicable financial recordkeeping and reporting requirements and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.


5. FEES AND TAXES

5.1 The fees payable by Merchant for the Services are as set out in the Merchant Registration Form, which shall form part of these Terms of Service.  Unless otherwise indicated, fees are quoted in Singapore currency, which is exclusive of GST. 

5.2 ShopeePay may vary the fees, or advise Merchant of any additional fees, applicable to these Terms of Service at any time by posting a notice on the Shopee website or Application and/or by sending Merchant a notice via email or postal mail.  

5.3 Any applicable taxes, duties and/or fees shall be borne by Merchant, and Merchant hereby authorizes ShopeePay to deduct such taxes, duties and/or fees as required by law. 

5.4 It is Merchant’s sole responsibility to determine which, if any, taxes and/or duties apply to the payments received, and to report and remit the correct tax to the competent tax authority.                 

6. INTELLECTUAL PROPERTY

6.1 ShopeePay and/or its licensors reserve and shall retain its entire right, title and interest in all copy rights, trademarks and other intellectual property rights therein and relating thereto, except as expressly granted to Merchant in these Terms of Service.


6.2 Merchant grants ShopeePay a worldwide, non-exclusive, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to Merchant for the purpose of (i) identifying Merchant as a merchant that accepts the Services as a payment form; and (ii) any other use to which Merchant specifically consents.  Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property which it uses or licenses for use to ShopeePay.

6.3 “ShopeePay” and all other URLs, logos, trademarks, intellectual property related to the Services are either trademarks or registered trademarks of ShopeePay or its licensors.  Merchant shall not copy, imitate or use them without ShopeePay’s prior written consent.  In addition, Merchant shall not copy, modify or amend any of the Services or intellectual property related to the Services.  All right, title and interest in and to the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of ShopeePay and/or its licensors. 

6.4 With regard to the intellectual property owned or licensed by Card or Payment Schemes, Merchant shall follow instructions given by the relevant Card or Payment Scheme.  Merchant shall not use such intellectual property in a way that is or may be detrimental to the business or brand of the relevant Card or Payment Scheme. 


7. NO WARRANTY

7.1 THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  SHOPEEPAY, AND ANY OF ITS SUBSIDIARIES AND AFFILIATES, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  SHOPEEPAY DOES NOT HAVE ANY CONTROL THE GOODS AND/OR SERVICES THAT ARE PAID FOR WITH THE SERVICES.  SHOPEEPAY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE SERVICES, AND OPERATION OF THE SERVICES MAY BE TEMPORARILY SUSPENDED FOR MAINTENANCE OR UPGRADE OR INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF SHOPEEPAY’S CONTROL.  SHOPEEPAY WILL MAKE REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE PROCESSED IN A TIMELY MANNER BUT SHOPEEPAY MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.

7.2 ShopeePay shall not be liable for any of the following:

(a) a hardware, software, mobile device and/or internet connection is not functioning properly; 

(b) any suspension or refusal to accept payments which ShopeePay reasonably believes to be made fraudulently or without proper authorization; 

(c) the payment instructions received contain incorrect or improperly formatted information; or 

(d) unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by ShopeePay.  Such circumstances may include but are not limited to acts of God, power outages, fire, flood, theft, equipment/device breakdowns, hacking attacks, internal mechanical or system failures, civil disturbance, war as well as downtimes of the Application.


8. MERCHANT’S REPRESENTATIONS & WARRANTIES

8.1 Merchant represents and warrants that: 

(a) the entry into these Terms of Service and the performance thereof by Merchant has been duly authorised and constitutes a valid and binding agreement of Merchant, enforceable against it in accordance with the terms thereof;

(b) all information furnished to ShopeePay is true, accurate and not misleading;

(c) all formal consents, waivers, approvals, authorisations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by Merchant in connection with the entry into these Terms of Service and the performance of the same, have been duly obtained; and

(d) the entry, delivery and performance of these Terms of Service by Merchant will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgment, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to Merchant and/or the sale of the Merchant Product/Service.


9. PRIVACY

9.1 Merchant acknowledges that when Merchant downloads, installs or uses the Services, ShopeePay may use automatic means (including, for example, cookies and web beacons) to collect information about Merchant’s device and about Merchant’s use of the Services.  Merchant also may be required to provide certain information as a condition to downloading, installing or using the Services or certain of its features or functionality.  All information collected by ShopeePay through or in connection with the Services is subject to ShopeePay’s Privacy Policy.  By downloading, installing, using and providing information to or through the Services, Merchant consents to all actions taken by ShopeePay with respect to the Merchant’s information in compliance with the Privacy Policy.


10. TERMINATION

10.1 ShopeePay may terminate its provision of the Services immediately: 


(a) if Merchant files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefits of its creditors, or a receiver is appointed for Merchant or its business, or Merchant goes into liquidation either voluntarily (otherwise than for reconstruction or merger) or compulsorily; 

(b) upon the occurrence of a material breach of these Terms of Service by Merchant or if such breach is capable of remedy, is not remedied within the time specified by ShopeePay; or 

(c) Merchant violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority; 

10.2 Either Party may terminate the Services by giving the other Party thirty (30) days’ prior written notice.


11. LIABILITY

11.1 In no event shall either Party be liable for indirect, incidental, special, punitive or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.


11.2 ShopeePay’s liability to Merchant for any and all losses arising out of or in connection with these Terms of Service shall in no event exceed the fees received by ShopeePay from Merchant in the three (3) months prior to the event giving rise to such liability.


12. INDEMNITY

12.1 Merchant shall fully indemnify and hold ShopeePay, its parents, subsidiaries, affiliates, suppliers and agents and their respective officers, directors and employees (the “Indemnified Party”), harmless from any loss, liability, costs and expenses (including full reimbursement of any legal and professional costs) which the Indemnified Party suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party relating to any Merchant Product/Service and/or any breach of these Terms of Service and/or use of the Services by Merchant.


13. FORCE MAJEURE

13.1 Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform these Terms of Service, or any terms hereunder, either in whole or in part, when the same is due to causes beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labour trouble resulting in cessation, slowdown or interruption of work. In the event of the same, the Parties' obligations herein and the delivery dates shall be extended for the periods of such circumstances only so far as they affect the performance of these Terms of Service.  

13.2 The Party affected shall as soon as possible notify the other Party in writing of the commencement and (if applicable) end of said circumstances.


14. RELATIONSHIP

14.1 The Parties are independent contracting parties, and nothing in these Terms of Service will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.


15. ASSIGNMENT

15.1 ShopeePay may assign any of its rights or obligations  under  these Terms of Service without the  prior written consent of Merchant.  For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

15.2 Merchant may not assign any of its rights under these Terms of Service to any person without the prior written consent of ShopeePay.

15.3 Merchant may not allow, permit or let other person or merchant(s) to use the Services without the prior written consent of ShopeePay.


16. ENTIRE AGREEMENT

16.1 these Terms of Service constitute the entire agreement between the Parties concerning the subject matter of these Terms of Service and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.


17. GOVERNING LAWS

17.1 these Terms of Service shall be governed by the laws of Singapore and the Parties hereto agree to submit to the exclusive jurisdiction of the Singapore courts.  In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the Parties in connection with these Terms of Service, including the breach, termination or validity of these Terms of Service, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms of Service (“Dispute”), which Dispute has been subject of a written notice by one Party to the other (“Dispute Notice”), the Parties shall attempt, for a period of thirty (30) days after the receipt by one (1) Party of a notice from the other Party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the Parties. 


18. PARTIAL INVALIDITY

18.1 In the event of the invalidity of any part or provision of these Terms of Service such invalidity must not affect the enforceability of any other part or provision of these Terms of Service.


19. SURVIVAL

19.1 Clauses 8 (Merchant Representations and Warranties), 11 (Liability), 12 (Indemnity), 17 (Governing Laws) and 19 (Survival) shall survive the expiration and termination of these Terms of Service.


20. WAIVER

20.1 A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.


Last updated: 9 December 2019

















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