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1. INTRODUCTION

1.1 Welcome to ShopeePay (the "Facility"), a payment facility issued by ShopeePay Private Limited (“ShopeePay”). These Terms of Service constitute a contract between you and ShopeePay and it governs your use of all Services (as defined below). Please read the following Terms of Service carefully before using this Facility or opening a ShopeePay account ("Account") 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").

1.2 BY USING THE SERVICES OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE FACILITY. IF YOU ARE BELOW 18 YEARS OLD, YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THESE TERMS OF SERVICE ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR SERVICES, INCLUDING ANY TRANSACTION MADE BY THE MINOR, WHETHER THE MINOR'S ACCOUNT IS NOW OPEN OR CREATED LATER AND WHETHER OR NOT THE MINOR IS SUPERVISED BY YOU DURING HIS OR HER USE OF OUR SERVICES.

1.3 We have the right to revise these Terms of Service at any time without providing notice to you. Your use of the Services, this Facility, or your registration of an Account, shall be deemed irrevocable acceptance of these Terms of Service and any such revisions.  We reserve the right at all times, at our sole discretion, to change, modify, suspend or discontinue any portion of this Facility or the Services, including payment methods, temporarily or permanently, without notice to you or giving any reason. We may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. We may also impose limits on certain features or restrict your access to parts of, or the entire, Facility or Services in our sole discretion and without notice or liability.  We reserve the right to refuse to provide you access to the Facility or Services or to allow you to open an Account for any reason.

2.    NOTICE FOR NON-SINGAPORE RESIDENTS

2.1 ShopeePay is licensed by the Monetary Authority of Singapore (“MAS”) to provide domestic money transfer services, cross-border money transfer services, merchant acquisition services, account issuance services and e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to ShopeePay if ShopeePay’s business fails.

3. SERVICES

3.1 The services we provide or make available include (a) the Facility, (b) the services provided through the Facility and by the Company’s client software (“Software”), and (c) all information, websites, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, application services (including without limitation any mobile application services) or other materials made available through the Facility or our related services ("Content") (collectively, the “Services”). Any new features added to or augmenting the Services are also subject to these Terms of Service.

3.2 Our Services are designed to facilitate registered users using our Software (“Users”) to place, accept, conclude, manage, and fulfill orders for the provisions of products and services, and to transfer funds between Users, online within the Facility (together, the “Transactions”). We reserve the right to change, upgrade, modify, limit, or suspend the Services or any of our related functions or applications at any time temporarily or permanently without prior notice. We reserve the right to introduce new features, functionalities, or applications to the Services or future versions of the Service. All new features, functionalities, applications, modifications, upgrades, and alterations shall be governed by this Agreement unless otherwise stated.

3.3 Top-Up Funds:  You may add funds to your Account via PayNow, credit/debit card, and eGIRO. You may add funds to your Account via PayNow, credit/debit card, eGIRO, and Mari Savings Account. An administrative fee (as notified to you) for certain top-ups may apply. The charge will be reflected as an “Admin Fee” on the top-up page. The admin fee (if charged) is non-refundable.

3.4 Auto Top-Up via Credit/Debit Card:  In the event you have subscribed, or intend to subscribe, to the auto top-up function available in the Facility (“Auto Reload Function”), you hereby confirm, consent and irrevocably authorize ShopeePay to charge your credit/debit card account for the pre-set reload sum whenever the Auto Reload Function is utilized. You further agree and undertake to comply with the terms and conditions imposed by the issuer of the credit/debit card. Subject to Section 10, and provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Account or cause funds from your Account to be directed in a manner inconsistent with your instructions, you agree that your sole remedy shall be to have the wrongly deducted sum returned to your Account.

3.5 Payment Processing Services:  You may make payment to a third party, such as third party merchants (“3P Merchants”) through our Facility. By using our Services, you agree that we may use all information, including personal, billing, card and other payment method information, provided by you to us in the course of using the Services (“Payment Instructions”). You acknowledge and agree that it is your sole responsibility to ensure that all your Payment Instructions are correct, complete and accurate in every respect and you understand that time is required to process your Payment Instructions. The Payment Instructions provided by you will be treated as final and we will not be required to verify the Payment Instructions with you. Further, by providing us with your Payment Instructions, you agree to pay or allow us to deduct from your Account all fees and charges (if any) associated with your Payment Instructions. 

We are solely a payment agent and we do not hold any stock in our inventory. All feedback and complaints about your purchases should be directed to the relevant 3P Merchant. Your Payment Instructions may be made out through your Account balance.  You may use funds from your designated Account to make payments or purchases.

3.6 Refunds:  Your Account may be used to receive refunds from a cancelled Transaction. The terms of such refunds shall continue to be subject to the terms of service applicable to the Transaction between you and the 3P Merchants. Where you use our Facility to provide to us Payment Instructions using a payment source other than your ShopeePay wallet Account, refunds will be received back into those payment sources.

3.7 Withdrawal:  Funds in your ShopeePay wallet (i) are not redeemable for cash, (ii) are not refundable except at our absolute discretion, (iii) cannot be resold or transferred for value, and (iv) shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.  We may decide to reverse or refuse transfers of funds at any time and at our sole discretion. There are two types of sub-wallets in ShopeePay which are Transferable and Non-transferable balances. The Transferable balance includes top-ups from PayNow, eGiro, and local debit cards, Transfers and Angbao received from other Shopeepay users, and Refunds for previously made payments that were paid by payment channels other than Shopeepay wallet. Only Transferable balances are withdrawable. Users are entitled to 1 free withdrawal per month (subject to changes we may communicated to you via the mobile application or website), subsequent withdrawals are chargeable at $0.20 each. The Non-transferable balance includes top-ups from credit cards, foreign debit cards, and cashback. 

3.8 Fees of Services:  We do not currently charge any fees for the use of the Services. However, we reserve the right to introduce or change any fees imposed for the use of the Services in the future and will automatically deduct the amount from your Account.

3.9 No Liability:  You acknowledge and agree that no liability shall be incurred by us if we are unable to complete any Payment Instructions initiated by you for any reason beyond our control including but not limited to the following:

    i.  If, through no fault of ours, your Account does not contain sufficient funds or if the payment or purchase would exceed the transactional limit set by you for your Account;

    ii.  Our payment processing centre is not working properly and you know or have been advised by us about the malfunction before you execute the Payment Instructions;

    iii.  You have not provided us with the correct Account information, or information that you provided becomes incorrect; and/or

    iv.  Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force), even if foreseeable or foreseen, that prevent the proper execution of the Payment Instructions and we have taken reasonable precautions to avoid those circumstances.

Subject to Section 3.9, and provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Account or cause funds from your Account to be directed in a manner that does not comply with your instructions, you agree that your sole remedy shall be to have the wrongly deducted sum returned to your Account.  You agree and acknowledge to release and indemnify us against any damages, losses and claims from the third party in relation with the foregoing.

In the event where a Transaction is terminated, we may, at our sole discretion, determine whether it is reasonable to refund part of or all the funds to the User. We may limit any or all of the Services available to any User, in accordance with this Terms of Service. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all Users.  We reserve the right to refuse or cancel any Transaction for any reason at our sole discretion. Situations that may result in a Transaction being rejected or cancelled, include, but are not limited to problems which have been identified by our credit and fraud control department, where we have reason to believe that the Transaction is unauthorised, violates any law, rule, or regulation, or may otherwise subject us or any of our affiliates to liability. We may also require additional verifications or information of any Transaction.  We may impose additional restrictions, limitations, prohibitions or any other measures that we, in our sole discretion, deem necessary or reasonable in each Transaction.

You will be responsible for all Transactions made through the Facility via your designated Account, with or without your authority, knowledge or consent, and may not claim against us in connection with any such use or purported use.

4. SHOPEE COINS CASHBACK

4.1 Users may receive a voucher entitling them to Shopee Coins (“Shopee Coin Cashback Voucher”) on eligible transactions made using ShopeePay with certain merchants (“Merchants”). Upon the completion of a successful transaction where the Shopee Coin Cashback Voucher has been applied, Shopee Coins will be credited to a User’s Account based on the conversion rate as indicated in the terms and conditions of such Shopee Coin Cashback Voucher (“Shopee Coins Rate”) or as determined by ShopeePay in its sole discretion. Shopee Coins credited to a User following the redemption of a Shopee Coin Cashback Voucher shall have the same terms and conditions (including in relation to expiry) as regular Shopee Coins as set out in the Shopee Terms of Service. 

4.2 ShopeePay may allow Merchants to generate their own Shopee Coin Cashback Vouchers (each a “Merchant Coin Cashback Voucher”), which Users may apply to eligible purchases from the Merchant. If you are a Merchant that generates a Merchant Coin Cashback Voucher, you will be deemed to have consented to the terms and conditions described in this Section.

4.3 When generating a Merchant Coin Cashback Voucher, the Shopee Coins Rate will be determined by Merchant at the Merchant’s own discretion. Merchant shall be solely responsible for the accuracy of the Shopee Coins Rate.  

4.4 For each completed transaction where a User successfully applies a Merchant Coin Cashback Voucher, the Merchant shall pay ShopeePay the value of the additional Shopee Coins credited to the User (“Coin Cashback Price”). The Coin Cashback Price is calculated in Singapore Dollars as the number of Shopee Coins to be credited to the User’s Account divided by 100, rounded up to the nearest cent. The Coin Cashback Price is subject to GST (“Coin Cashback Tax Amount”), and the Merchant is responsible for such Coin Cashback Tax Amount.

4.5 Following the successful completion of a transaction, ShopeePay shall deduct the Coin Cashback Price and Coin Cashback Tax Amount from the Merchant Account balance. ShopeePay shall issue receipts or tax invoices for the Coin Cashback Price and Coin Cashback Tax Amount on request. For the avoidance of doubt, the Coin Cashback Price and Coin Cashback Tax Amount applies in addition to any other fees under this Terms of Service and the ShopeePay Merchant Terms of Service. 

4.6 The Coin Cashback Price and Coin Cashback Tax Amount are strictly non-refundable.

5. SAFEGUARDING

5.1 All funds held in your Account will be safeguarded by ShopeePay in a trust account held with ShopeePay’s designated safeguarding institution. Your funds may be deposited in the same trust account, and commingled with, any funds topped up into the Account of other Users.

5.2 You acknowledge and agree that you are not entitled to accrue any interest in relation to any funds held in your Account.

5.3 You understand and accept that the risk of the commingling mentioned in Section 5.1 above is that you may potentially be exposed to the losses of other customers, as your funds are commingled with monies of other customers in the same account.

5.4 You acknowledge that in the unlikely event of insolvency of the safeguarding institution mentioned in Section 5.1 above, there is a risk you may not be able to fully recover your funds.

6. PRIVACY

6.1 Your privacy is very important to us. To better protect your rights we have provided ShopeePay Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how we collect, store, use, disclose and process the information associated with your Account and/or your use of the Services. By using the Services or agreeing to these Terms of Service, you consent to our collection, storage, use, disclosure and/or processing of your Content and personal data as described in the Privacy Policy.

6.2 Users in possession of another User’s personal data (the “Receiving Party”) must (i) comply with all applicable personal data protection laws; (ii) allow the other User (the “Disclosing Party”) to remove him/herself from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information has been collected about them by the Receiving Party.

7. LIMITED LICENCE

7.1 We grant you a limited licence to access and use the Services subject to the terms and conditions of these Terms of Service for personal use only. Unless we provide you with our consent, this licence does not allow you to make any commercial use or any derivative use of the Services (including without limitation any of our individual elements or Content). All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property displayed in the Facility are the property of Company and where applicable, third party proprietors identified in the Facility. No right or licence is granted directly or indirectly to any party accessing the Facility to use or reproduce any such proprietary Content, trademarks, service marks, brand names, logos and other intellectual property, and no party accessing the Facility shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Facility and our Content. 

7.2 You agree not to copy, distribute, re-publish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Facility or our Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Facility on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given to standard search engine technology employed by Internet search websites to direct Users to this website).

8. SOFTWARE

8.1 Unless accompanied by a separate license agreement, any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. The software is licensed, not sold, and we reserve all rights to the software not expressly granted by us. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by us.

9. ACCOUNTS AND SECURITY

9.1 To access our Services, Users are required to register for an Account by providing certain personal information such as your mobile telephone number, selecting a password, and optionally selecting a unique User identification ("User ID"). If you select a User ID that we, in our sole discretion, find offensive or inappropriate, we have the right to suspend or terminate your Account.  

9.2 If you have not completed our know-your-customer measures, you can only store a maximum of SGD 1,000 (one thousand Singapore dollars) in your Account at any given time. You can upgrade your Account to hold up to SGD 5,000 (five thousand Singapore dollars) if you complete the necessary know-your-customer procedures that may be required by us from time to time. 

9.3 Across any 12-month period, your cumulative value of transactions conducted through the Account, including payments to Sellers and transfers to other Users’ Accounts, cannot exceed SGD 30,000 (thirty thousand Singapore dollars). Certain withdrawals to deposit accounts are excluded from this threshold. If any Transaction causes your Account to exceed this threshold (once executed), you will be notified by ShopeePay and we will not process or execute the relevant Transaction.

9.4 By setting up an Account, you confirm that you have provided us with your consent to use your personal information stored by the relevant 3P Merchant for verification if required; including, but not limited to, when your Account mobile-activated phone has been lost, stolen or deactivated.  By registering for an Account, you confirm that (a) you have provided us with your consent to use your personal information for the provision of Services; and (b) you will pay or allow us to deduct from your Account all fees and charges associated with the use of the Services.

9.5 You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. We have not reviewed, and assume no responsibility for any third party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

9.6 You agree that we may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately terminate your Account, and remove or discard from the Facility any Content associated with your Account. Grounds for such termination may include, but are not limited to, (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) fraudulent, harassing, defamatory, threatening or abusive behaviour or (d) behaviour that is harmful to other Users, third parties, or the business interests of the Company. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim (under any cause of action whatsoever) either against us, or which in any way involves us, then we may terminate your Account.

9.7 If your Account is or remains inactive (which means you have not logged into your Account) for such period of time as determined by ShopeePay from time to time at its sole discretion, we reserve the right to adopt the necessary measures such as suspending or deactivating your Account.

9.8 Prior to the termination of the Account, the remaining balance of funds in your Account must be nil. Should your Account be frozen or banned due to any investigation (or similar) by any Government/Authorized Body(s), we reserve the right to retain your money indefinitely and/or release it per instruction from the relevant Government or Authorized Body(s).

10.    YOUR DUTIES AND RESPONSIBILITIES

10.1 In order to register an Account, you must provide the following contact information, which must be complete and accurate:

    i.  where you have opted to receive transaction notifications via SMS, your Singapore mobile phone number; or

    ii.  where you have opted to receive transaction notifications via email, your email address.

10.2 It is your responsibility to (i) enable transaction notification alerts on any device you use to receive transaction notifications from ShopeePay, (ii) opt to receive all transaction notifications for all outgoing transactions of any amount made from your ShopeePay wallet, and (iii) monitor the transaction notifications sent to you. Your preferences for transaction notification alerts will affect your liability for any unauthorised Transactions made from your Account. 

10.3 You must not (a) voluntarily disclose any password or PIN to any third party, except as instructed by us for any purpose, including to initiate or execute any payment transaction involving your Account, (b) disclose your password or PIN in a recognisable way on any payment account, authentication device or container for a payment account, or (c) keep a record of any password of PIN in a way that allows any third party to easily misuse such password or PIN.

10.4 If you do keep a record of any password or PIN, you must make reasonable efforts to secure such record, including keeping it in a secure electronic or physical location that is only accessible to you or in a place where the record is unlikely to be found by anyone else.

10.5 You should, at a minimum, do the following to protect your Account:

i.  update your device’s browser to the latest version available;

ii.  patch your device’s operating systems with regular security updates provided by the operating system provider;

iii.  install and maintain the latest anti-virus software on your device, where applicable; 

iv.  use strong passwords, including a mixture of letters, numbers and symbols; and

v.  follow any other security instructions or advice that may be notified to you by ShopeePay from time to time.

10.6 Once you are logged in to the Account, you will stay logged in until you log out. If someone (you or someone else) has entered the wrong password and/or PIN up to 5 times in a row within 1 (one) day, your Account will be blocked. To recover your blocked Account, you must contact us. To the extent allowed by law, we will not be liable for any loss or damage arising from unauthorised use of your password or account or your failure to comply with this section. We may require that you submit documents such as identification documents so that you may access our Services. You are responsible for providing accurate registration information and for keeping your registration information up to date, or notifying us in the event of changes.

10.7 It is your responsibility to promptly notify us of any unauthorised Transactions from your Account, in accordance with this Agreement.

11. SUSPENSION OR BREAKDOWN OF SYSTEMS

11.1 If you are unable to use the Services as a result of improper operation of the Software due to any of the following reasons, you agree that you will not hold us or our affiliates liable for:

a. giving notice of system suspension or maintenance on our Facility; 

b. failure in transmission of data due to breakdown or suspension of telecommunications equipment and/or systems; 

c. failure in system operations due to force majeure events including, but not limited to typhoon, earthquake, tsunami, flood, blackout, war, terrorist attack, beyond our reasonable control; or

d. the Services are interrupted or delayed due to hacking, maintenance, upgrades, banking or regulatory bodies, and any other reasons.

11.2 You agree and acknowledge that you will release and indemnify us against any damages, losses and claims from you or other third party in relation with the foregoing suspension or breakdown of systems.

12. REFUNDS

12.1 In the event that a Transaction is cancelled, refunds for Transactions made via:

(a) bank transfer, ShopeePay and online payment will be credited to your ShopeePay wallet; and

(b) credit card will be credited back to the credit card used in the Transaction.

12.2 In the event that: 

a. the refund amount exceeds your ShopeePay wallet limit, such refund will be transferred to the default bank account linked to your account (“Default Account”); and

b. a single refund does not exceed your ShopeePay wallet limit, but the total value when aggregated with your ShopeePay wallet balance exceeds your ShopeePay wallet limit, such refund will be withheld by ShopeePay until you withdraw enough funds from your ShopeePay wallet such that your ShopeePay wallet limit is not exceeded as a result of the refund.

Your Default Account is a standalone account, and must be set-up individually.  You can set up the Default Account via the Shopee App ("Me" > "ShopeePay" > "Setting" > "ShopeePay Bank Accounts").

12.3 Refunds via: 

(a) credit card may take 7-14 business days to reach your credit card account;

(b) your Default Account may take 1-3 business days to reach your Default Account; and  

(c) ShopeePay wallet are immediate. 

13. ERRORS

13.1 If there is an error in the processing of any Transaction, you authorize us to initiate debit or credit entries to your Account balance to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your Account balance for any reason, you authorize us to resubmit the debit, plus any applicable fees, or to deduct the debit and applicable fees from your Account balance in the future. 

13.2 If you erroneously send a payment to the wrong party, or send a payment for the wrong amount (based on a typographical error, for example), you must notify us and provide all necessary information relating to the erroneous payment. Within two business days of receiving all necessary information, we will inform the recipient’s bank, non-bank credit card issuer, finance company or approved holder that issued the payment account (“Recipient Financial Institution”) of the erroneous Transaction. Within seven business days of informing the Recipient Financial Institution of such erroneous Transaction, we will ask the Recipient Financial Institution for its response and provide you with any new relevant information to allow you to assess if you should make a police report about the erroneous Transaction. We will not reimburse you or reverse a payment that you have made in error. In cases that we deem to be complex, we may take longer to convey these messages.

13.3 Where we are the Recipient Financial Institution and we receive money for the wrong recipient, we will endeavour to (i) within two business days of receiving all necessary information about the erroneous Transaction (a) inform the recipient of the erroneous Transaction and all necessary information that would allow the recipient to determine if the Transaction was indeed erroneous; (b) ask the recipient for instructions on whether to send the sum sent in error back to the sender; and (c) inform the recipient that his retention or use of sums transferred to him erroneously where he has had notice of the erroneous Transaction is a criminal offence in Singapore; and (ii) within five business days of receiving all necessary information about the erroneous Transaction (a) ask the recipient for instructions whether to send the sum sent in error back to the account holder; and (b) inform the sender (or the sender’s financial institution) about the recipient’s response, including nil responses. In cases that we deem to be complex, we may take longer to convey these messages.

14. DISCLAIMER

14.1 We are not a bank or other chartered depository institution, nor an issuer of any credit cards, debit cards, savings account or other prepaid payment service method (“Payment Instrument”), unless expressly stated otherwise. For Transactions facilitated with ShopeePay, we handle the payment to 3P Merchants and the charging of your Payment Instrument to conduct your payment for purchase.

14.2 THESE TERMS OF SERVICE DO NOT AMEND OR OTHERWISE MODIFY YOUR AGREEMENT WITH THE ISSUER OF YOUR PAYMENT INSTRUMENT, AND YOU ARE RESPONSIBLE FOR ENSURING YOUR USE OF SOFTWARE COMPLIES WITH ALL SUCH AGREEMENTS. IN ADDITION, YOU ARE RESPONSIBLE FOR ALL CHARGES AND/OR DEBITS TO YOUR PAYMENT INSTRUMENT RESULTING FROM ANY PURCHASES MADE FROM THE ACCOUNT IN ACCORDANCE WITH SUCH AGREEMENTS. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THESE TERMS OF SERVICE AND YOUR AGREEMENT WITH THE ISSUER OF YOUR PAYMENT INSTRUMENT, THESE TERMS OF SERVICE GOVERN THE RELATIONSHIP BETWEEN YOU AND US SOLELY WITH RESPECT TO THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR PAYMENT INSTRUMENT AND WE ARE NOT RESPONSIBLE FOR THE ACCURACY, OR AVAILABILITY OF ANY INFORMATION YOU ENTER OR OTHERWISE STORE IN THE SOFTWARE INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE.

14.3 THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY US OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES, THIS FACILITY OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS FACILITY AND/OR THE SERVER THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS. 

14.4 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE FACILITY AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN PARTICULAR, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE SECURITY CODES PROVIDED TO YOU AND YOU MAY NOT CLAIM AGAINST US FOR ANY LOSS OR DAMAGES RESULTING FROM YOUR FAILURE TO DO SO.

14.5 Any downloading of data from our system is done solely at your risk, and we do not warrant that such data or our system is free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros.

14.6 If you send funds to the wrong party or sent a wrong amount, we may choose to assist you, in our sole discretion, in contacting the party that received the funds to ask for a refund. However, we will not be liable to reimburse any payment or reverse any Transaction that you have made as a result of your error or negligence.

15. EXCLUSIONS AND LIMITATION OF LIABILITY

15.1 IN NO EVENT SHALL WE BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR LOSS OF USE, PROFITS, REVENUES, GOODWILL OR ANTICIPATED SAVINGS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER, MOBILE PHONE OR MOBILE DEVICE FAILURE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS FACILITY OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

15.2 WE MAY ESTABLISH GENERAL PRACTICES AND LIMITS CONCERNING USE OF THE SERVICES. WE RESERVE THE RIGHT TO CHANGE, SUSPEND, OR DISCONTINUE ANY ASPECT OF THE SERVICES AT ANY TIME WITHOUT NOTICE AND LIABILITY. WE MAY DECLINE TO PROCESS ANY TRANSACTION WITHOUT PRIOR NOTICE TO YOU, PARTICULARLY IF (A) TRANSACTION DOES NOT SATISFY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE OR OTHER APPLICABLE TERMS, RULES AND POLICIES, OR (B) IF WE HAVE REASON TO BELIEVE THAT THE TRANSACTION MAY VIOLATE ANY LAWS, RULES OR REGULATIONS THAT MAY OTHERWISE SUBJECT US OR OUR AFFILIATES TO LIABILITY. 

15.3 YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ANY USE OF THE SERVICES.

15.4 NOTWITHSTANDING THIS SECTION, IF WE ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF SGD 100 (SGD ONE HUNDRED).

15.5 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

15.6 You are liable for actual loss arising from any unauthorised Transaction using your Account that was primarily caused by your recklessness, including your deliberate failure to comply with your obligations under Section 10. For the avoidance of doubt, any loss arising from any unauthorised Transaction using your Account will be deemed to be primarily caused by your recklessness if you do not enable transaction notification alerts on any device you use to receive transaction notifications from ShopeePay, and/or you opt out of receiving transaction notifications for all outgoing transactions of any amount made from your ShopeePay wallet. However, your actual loss will be capped at the amount of the daily payment limit of your ShopeePay wallet.

15.7 You will not be liable for any loss arising from any unauthorised Transaction using your Account that arose from any action or omission by ShopeePay, and does not arise from any failure by you to comply with your obligations under Section 10. For the purposes of this Section 15.7, an act or omission by ShopeePay shall include (a) fraud or negligence by ShopeePay, or its employees, agents or any outsourcing service provider contracted by ShopeePay to provide the Services to you; (b) non-compliance by ShopeePay or its employees with any requirement imposed by MAS in respect of ShopeePay’s provision of any financial service; and (c) non-compliance by ShopeePay with any of its duties to inform you of your user protection duties, to provide outgoing transaction notifications, to comply with your transaction notification preferences, to provide you with an onscreen opportunity to confirm recipient credential information, to provide a reporting channel for reporting unauthorised Transactions or errors, to assess claims and complete claims investigations in accordance with the terms of this Agreement, and to credit your Account in the event that our investigations determine that you are not liable for any loss arising from the unauthorised Transaction.

15.8 You will also not be liable for any loss arising from an unauthorised Transaction that does not exceed $1,000, if the loss arises from any action or omission by any third party and which does not arise from any failure by you to comply with any of your duties in Section 10.

16. LINKS TO THIRD PARTY SITES

16.1 The links provided throughout the Facility will let you leave this Facility. These links are provided as a courtesy only, and the sites they link to are not under our control in any manner whatsoever and you therefore access them at your own risk. Therefore, we are in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. The provision of these links are merely a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by us of any linked site and/or any of our content therein.

17. PROHIBITED CONDUCT

17.1 The license for use of this Facility and the Services is effective until terminated. This license will terminate as set forth within these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In such event, no notice shall be required by us to effect such termination.

17.2 You agree not to: 

a.  breach our Terms of Service, Privacy Policy, in-house rules and regulations, including regulations for promotional events, and/or violate any applicable laws and regulations;

b.  act in a manner that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable to our employees, agents or other Users;

c.  use the Services to harm minors in any way;

d.  provide false, inaccurate or misleading information;

e.  use the Services for any illegal activities, including online gambling, regardless of whether online gambling is permitted in your jurisdiction in which you are located;

f.  use your Account in a manner that may result in disputes, claims or other liabilities to us, other Users, third parties, or may be regarded as an abuse of our system;

g.  use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

h.  forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; 

i.  remove any proprietary notices from the Facility;

j.  cause, permit or authorise the modification, creation of derivative works, or translation of the Services without our express permission;

k.  use the Services in any manner not permitted by the licenses granted herein;

l.  use the Services for fraudulent purposes;

m.  refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide us;

n.  attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by us with respect to the Services and/or data transmitted, processed or stored by us;

o.  harvest or collect any information about or regarding other Account holders, including without limitation any personal data or information;

p.  upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

q.  upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

r.  upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other unauthorised form of solicitation;

s.  upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

t.  disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;

u.  interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Facility;

v.  take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

w.  use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including without limitation laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism financing;

x.  use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the United States government as a foreign terrorist organisation pursuant to section 219 of the Immigration and Nationality Act;

y.  use the Services to violate the privacy of others or to "stalk" or otherwise harass another;

aa.  use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

bb.  use the Services for other illegal activities in your jurisdiction.

17.3 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may take various actions, including but not limited to the following:

a.  We may suspend, or restrict your access to your Account;

b.  We may refuse to provide Services to you;

c.  We may place a hold on your Account for up to one hundred and eighty (180) days if reasonably required to protect against the risk of liability or if you have violated our Terms of Service, Privacy Policy and/or any applicable laws and regulations in your jurisdiction; 

d.  We may take legal action against you; and/or

e.  We may take any other appropriate measures or actions in the given circumstances.

17.4 You acknowledge, consent and agree that we may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over us or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, our Users and/or the public.

18. YOUR REPRESENTATIONS AND WARRANTIES

18.1 You represent and warrant that:

a.  you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with our terms;

b.  you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations;

c.  you will only use the Services on a device on which such use is authorised by the device's owner; 

d.  you will use the Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-financing of terrorism;

e.  you are solely responsible for maintaining the confidentiality of the password or security codes provided to you and you may not claim against us for any loss or damages resulting from unauthorized use of your password or your failure to do so;  

f.  all information given to the Account or in relation with the registration of the Account is correct, complete, accurate and up-to-date;

g.  you will be solely responsible for payment of any taxes, duties, or other governmental levies, charges or fees, that may be imposed on the Services.

19. INDEMNITY

19.1 You agree to indemnify, defend and hold harmless the Company, and our shareholders, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties"), at your expense, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to (a) the hosting, operation, management and/or administration of the Services by or on behalf of us, (b) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, or (c) your use or misuse of the Services, or (e) your breach of any law or the rights of a third party.

20. SEVERABILITY

20.1 If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

21. GOVERNING LAW

21.1 This Terms of Service shall be governed by the laws of the Republic of Singapore, without regard to the conflicts of law principles thereof. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.

22. CONTACTING US

22.1 If you have complaints, feedback or believe a User on our Facility is violating these Terms of Service, please contact us:

a.  using our feedback function located under settings on the Facility;

b.  through support@shopee.sg;

c.  through our hotline +65 6206 6610

Please send all legal notices to legal.sg@seamoney.com and attention it to the “General Counsel”.

23. GENERAL PROVISIONS

23.1 We reserve all rights not expressly granted herein.

23.2 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

23.3 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you, 3P Merchants and us, nor does it authorise you to incur any costs or liabilities on our behalf. 

23.4 Our failure at any time or times to require performance of any provision hereof shall in no manner affect our right at a later time to enforce the same unless the same is waived in writing.

23.5 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for our affiliates and subsidiaries (and each of Company's and our affiliates' and subsidiaries' respective successors and assigns).

23.6 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Facility and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section 23.6 it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

23.7 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the Singapore Prevention of Corruption Act, UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP” OR “CONNECT WITH FACEBOOK” BUTTON, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Last updated: 21 October 2024