Terms of Service
SendPerks Private Limited (“SendPerks“, “we“, “us” and “our“) offers services to help merchants manage loyalty reward programmes for their customers including online through the SendPerks customer and merchant mobile application platform (the “Platform“) and the SendPerks website (the “Website“).
The Platform, the Website and any other services, plans, features, products, content, applications, software, maintenance and training identified in one of the standard subscription plans made available by SendPerks, and selected by you (“Selected Subscription Plan“), or offered or made available by us from time to time, are collectively referred to as the “Services“.
a. Who is Bound by this Agreement
“Merchant“, refers to you or entity whose behalf you are entering into this Agreement. You represent that you have the power to bind the Merchant, including binding the Merchant to this Agreement. You will ensure compliance with this Agreement by each employee, representative, consultant, contractor or agent (each a “User“) who uses the Services on your behalf or that creates an account associated with the Merchant (“Account“). If you are entering into this Agreement for a legal entity, such as a corporation, you represent to us that you have legal authority to bind that entity. For clarity, if you are an individual, sole proprietor or otherwise entering into this Agreement in your personal capacity, you are the Merchant and a User.
While you may access the Services through another platform, such as a platform with which the Platform is integrated, this Agreement nonetheless applies to your use of our Services.
b. Acceptance
These terms of use for the Services, together with any Selected Subscription Plan, as applicable, and any other SendPerks documents or additional terms expressly incorporated by reference (collectively, this “Agreement“) is a legal agreement between you and SendPerks and governs your access to and use of the Services.
By accessing or using any Services offered by SendPerks, you accept and agree to be bound by and comply with this Agreement. If you do not agree to this Agreement, you are not permitted to access or use the Services.
c. Updates and Changes to Agreement
SendPerks reserve the right to amend this Agreement at any time by publishing an amended version of this Agreement on the Website. The modified amendments are effective immediately upon posting on the Website and apply to your continued access to and use of the Services. By continuing to use the Services, you acknowledge and accept any of such amendments.
1. THE SERVICES
a. Account Access and Information
In order to use the Platform, each User must register and create an Account with SendPerks. You agree to provide true, accurate, current and complete information, and will inform us of any changes to the information your Users have provided. You are responsible for maintaining the confidentiality of the Login IDs and will not use the IDs of any third party, disclose your IDs to any third party or permit Users to share IDs. You are responsible for all activities, charges and liabilities made on or through your Accounts, whether authorised or unauthorised by you. If you suspect any unauthorised use with any Account or any use of an ID by anyone other than the applicable User, you must inform us immediately.
b. Subscription Service
Excluding Services which are available for free, you purchase the Services as a subscription through a Selected Subscription Plan. Subject to your compliance with this Agreement and your payment of all applicable fees, SendPerks grants you a limited, non-exclusive, non-transferable, revocable license to use the Services set out in your Selected Subscription Plan.
c. Usage Limit
The Services may be subject to usage limits and restrictions, which may be specified in a Selected Subscription Plan, including the features, the number of allowable Users or number of members or and usage volumes (collectively, “Usage Limits“), as described on our Website. It is your responsibility to ensure that you do not exceed those Usage Limits. We may add, remove or change Usage Limits by providing notice to you. You will be expected to comply with the updated Usage Limits from the next Usage of Service.
c. Updates and Changes to the Services
We reserve the right to modify any part of the Services at any time for any reason, or no reason, including by changing, withdrawing or terminating, limiting or expanding a Service or any features or functionalities on the Services, without any notice or liability to you.
2. FEES
a. Service Fees
The fees charged for the use of SendPerks services are set out on the Website and are subject to change (“Service Fees“). We can change the Service Fees, and/or introduce new Subscription Plan, at any time by giving you thirty (30) days’s prior notice (by email to main account user) The new Service Fees will be applicable to you from the expiry of that notice or if you choose to change your Subscription Plan. Service Fees are charged in advance on a monthly basis and are non-refundable even in the event of unused Services.
Late payment of Service Fees will incur a late fee of S$20.
b. Taxes
All Service Fees, expenses and other amounts payable to SendPerks under this Agreement are exclusive of all taxes, payment of any taxes will be your responsibility, even if such amounts are not listed on a Selected Subscription Plan. You indemnify and hold SendPerks harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay SendPerks such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction.
3. INTELLECTUAL PROPERTY
SendPerks owns all right, title and interest in any data provided to SendPerks by any end user (including your customers) to SendPerks for the prupose of using the Services , including without limitation all e-mail and/or other contact information (“Customer Data”).
SendPerks will not disclose Customer Data to any 3rd party, including businesses and merchants, for any reason whatsoever, without the explicit permission of the applicable consumer.
Customer Data will only be provided when any applicable consumer has agreed to opt in to provide contact information to you via SendPerks Platform, of which you will have full access to this Customer Data, until the time that the applicable consumer opts out of your loyalty program, or when you terminate the Service.
SendPerks owns all right, title and interest in and to the Services including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as provided in this Agreement, all such rights not expressly granted to you are reserved. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any SendPerks Content (other than text, images, photos, videos, audio and documents that you or your Users upload to the Services, which is “Merchant Content“) and electronic data pertaining to you, your Users and your customers that is uploaded or provided to the Services by you, your Users and your customers.
You will not do any of the following or permit anyone else to do the following, and will prevent any of your users from doing the following: (a) license, sub-license, sell, transfer, distribute or share the Services or SendPerks Content or make any of them available for access by third parties; (b) use the SendPerks Services in any unlawful manner, or fraudulent purpose, or in any manner inconsistent with this Agreement; (c) infringe our intellectual property rights or those of any third party in relation to your use of the SendPerks Services; (d) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service; (e) interfere with, disrupt or undermine the security or the operation of the Services, Platform or Website.
4. MERCHANT CONTENT
You may create, record, submit, publish and use Merchant Content through the Services. You are exclusively responsible for all Merchant Content and the consequences of submitting Merchant Content through the Services. We do not verify the accuracy, quality, content or legality of Merchant Content. We may, but are under no obligation to, review, analyse, filter, edit, block or remove any Merchant Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. SendPerks will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Merchant Content.
You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the Merchant Content you submit; (ii) the uploading of your Merchant Content on the Service and the licenses granted to SendPerks under this Agreement do not and will not violate the rights of any person; and (iii) no payments of any kind shall be due by SendPerks to any person for the use or distribution of Merchant Content.
We may preserve, disclose or store Merchant Content if required to do so by applicable law if such preservation, disclosure or storage is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any Merchant Content violates the rights of any person; or (iv) protect the rights, property, or personal safety of SendPerks, customers and the public.
5. DATA PROTECTION
You are solely responsible for obtaining all necessary rights, releases and consents (including consents from individuals under privacy and data protection laws) from your customers and other third parties to allow your Merchant Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant SendPerks the rights set out in this Agreement.
6. DISCLAMINER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SENDPERKS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THAT WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SENDPERKS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT SET OUT IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW
7. LIMITATIONS OF LIABILITY
To the maximum extent permitted by law, SendPerks shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding the Services; or (e) any other matter relating to the Services.
8. INDEMNIFICATION
You shall indemnify SendPerks from and against any claim, demand, or proceeding brought by a third party against SendPerks relating to (i) Merchant Content or Merchant Data; (ii) actual or alleged violation of this Agreement; (iii) actual or alleged violations of applicable law, including any violations of your obligations of privacy to any person; or (iv) violations of your obligations to your customers relating to your loyalty reward program (such as reward points of your customers) as may be managed by the Services.
9. TERM AND TERMINATION
a. Term
This Agreement will commence on the date you, or any of your Users, first access the Services and will terminate when SendPerks provides you with written notice that it is terminating this Agreement.
b. Termination
You are entitled to cancel the Selected Subscription Plan at any time. You may cancel your Merchant account by notifying us through email. If you cancel the Selected Subscription Plan before the end of your current paid up month, your cancellation will take effect immediately and you will not be entitled to any refund of Service Fees paid in advance (unless we agree otherwise).
We reserve the right to immediately suspend your access to or terminate the Services in our sole discretion, including where you breach this Agreement or applicable law or fail to pay fees when due.
c. Return of Merchant Data
At the end of the Subscription Term, you will be entitled to extract certain Merchant Data of your customers, such as name and points balance, within (3) working days following termination. The Merchant Data will be in a format determined by SendPerks. Following this period, SendPerks will have the right to delete all Merchant Content and Merchant Data at any time and cancel your Accounts with us. Archived versions of the Services may include archived copies of Merchant Content and Merchant Data, which may be retained by us for an archive cycle.
d. Publicity
You hereby grant SendPerks a license to display, reproduce, and use your name and logo for promotional and marketing purposes.
10. GENERAL
a. Force Majeure
This Agreement will commence on the date you, or any of your Users, first access the Services and will terminate when SendPerks provides you with written notice that it is terminating this Agreement.
b. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.
c. Merchant Conflict
The Agreement is governed by and construed in accordance with the laws of Singapore. In the event of conflict between parties in respect to this Agreement, either party must give the other party notice of the nature and details of the dispute, and neither party will commence any court or arbitration proceedings until the procedure described in this section has been complied with.
If the conflict is not resolved within twenty (20) business days, either party may refer the conflict to mediation. Only if the conflict is not resolved through mediation, can either party refer the conflict to arbitration and be dealt with by the courts of Singapore. The results of the arbitration shall be non-appealable and binding on both parties.