1. APPLICATION OF TERMS

    1. These Terms apply to your use of the Service (as that term is defined below). By setting up an account, accessing and using the Service:

      1. you agree to these Terms; and
      2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
    2. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
    3. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service. You must hold a valid credit card or bank account at all times to pay the Fees.
  2. CHANGES

    1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
    2. These Terms were last updated on June 4, 2019.
  3. INTERPRETATION

    In these Terms:

    Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the StoreHub Software. Your Confidential Information includes the Data.

    Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service, including Purchaser data.

    Fees means the applicable fees set out on our pricing page on the Website at storehub.com/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.

    Force Majeure means an event that is beyond the reasonable control of a party, excluding:

    • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
    • a lack of funds for any reason.

    including and similar words do not imply any limit.

    Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

    Merchant Privacy Policy means our merchant privacy policy available from time to time on the Website.

    Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

    a party includes that party’s permitted assigns.

    a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

    personal information means information about an identifiable, living person.

    personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

    Purchase Amounts means the purchase price actually paid by Purchasers to us for purchases from your StoreHub store.

    Purchaser means a person who purchases or attempts to purchase goods or services from you through the Service.

    Sales Tax means goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.

    Service means the service having the core functionality described on the Website, as the Website is updated from time to time, including StoreHub POS and StoreHub eCommerce.

    Start Date means the date that you set up an account.

    StoreHub Software means the software owned by us (and our licensors) that is used to provide the Service.

    Taxes means all applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future, including Sales Tax.

    Terms means these terms titled StoreHub Merchant terms of use together with the Merchant Privacy Policy.

    Underlying Systems means the StoreHub Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

    We, us or our means OneStoreHub Pte Ltd, Singapore company number (201606993C).

    Website means the internet site at storehub.com, storehub.me, storehubhq.com, beepit.co or such other site notified to you by us.

    Year means a 12-month period starting on the Start Date or the anniversary of that date.

    You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

    Words in the singular include the plural and vice versa.

    A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

  4. PROVISION OF THE SERVICE

    1. We must use reasonable efforts to provide the Service:

      1. in accordance with these Terms and Singapore law;
      2. exercising reasonable care, skill and diligence; and
      3. using suitably skilled, experienced and qualified personnel.
    2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
    3. Subject to clause 4.4, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.
    4. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, StoreHub may receive a revenue share from Third Party Providers that StoreHub recommends to you or that you otherwise engage through your use of the Services. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
  5. YOUR OBLIGATIONS

    1. You and your personnel must:

      1. use the Service in accordance with these Terms solely for:

        • your own internal business purposes; and
        • lawful purposes without violating any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction or the laws of Singapore; and
      2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
    2. When accessing the Service, you and your personnel must:

      1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
      2. correctly identify the sender of all electronic transmissions;
      3. not attempt to undermine the security or integrity of the Underlying Systems;
      4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
      5. not attempt to view, access or copy any material or data other than:

        • that which you are authorised to access; and
        • to the extent necessary for you to use the Service in accordance with these Terms; and
      6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
      7. be responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account
    3. You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
    4. If you are given a unique name and/or password (User ID), you must keep your User ID secure and:

      1. not permit any other person to use your User ID, including not disclosing or providing it to any other person;
      2. will not hold us liable for any loss or damage from your failure to maintain the security of your User ID and/or password; and
      3. immediately notify us if you become aware of any disclosure or unauthorised use of your User ID, by sending an email to support@storehub.com.
    5. You must use the Service, including StoreHub POS, in accordance with all procedures we may notify to you from time to time.
    6. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
    7. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
    8. You are solely responsible for all your dealings with Purchasers, including any contracts to sell or otherwise make available goods or services. We do not take any part in the sale or purchase of any items other than providing the StoreHub stores as a venue for merchants and Purchasers, and as set out in clause 7.7. We do not act as agent for either party except as set out in clause 6.4. We give no undertakings, representations, guarantees or warranties in relation to items listed, sold or purchased using the Service.
    9. The Service allows you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with this agreement, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
  6. DATA

    1. You acknowledge that:

      1. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
      2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Data for this purpose.
    2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.
    3. You acknowledge and agree that:

      1. we may:

        • use Data and information about your, your end users’, and Purchasers’ use of the Service to develop and improve our Service, offer our products and services to you, assist partnerships to offer new services and features to you and your end users’ and generate anonymised and aggregated statistical and analytical data (Analytical Data); and
        • use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
        • provide advertisers with reports about the kinds of people seeing their ads and how their ads are performing, but we don't share information that personally identifies you (information such as your name or email address that by itself can be used to contact you or identifies who you are) unless you give us permission. For example, we provide general demographic and interest information to advertisers (for example, that an ad was seen by a woman between the ages of 25 and 34 who lives in Kuala Lumpur and likes software engineering) to help them better understand their audience. We also confirm which ads led you to make a purchase or take an action with an advertiser.
        • provide information and content to vendors and service providers who support our business, such as by providing technical infrastructure services, analysing how our Products are used, providing customer service, facilitating payments or conducting surveys.
      2. our rights under clause 6.3a above will survive termination of expiry of the Agreement;
      3. Notwithstanding anything to the contrary, you may at any time withdraw your consent to us from processing any personal data of yours or to any part or portion of the same by sending us an email of the notice of withdrawal and within the period prescribed under the PDPA. We shall take all necessary measures to give effect to your withdrawal of consent, to the extent that such withdrawal does not conflict with any of our other legal obligations; and
      4. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
    4. You acknowledge and agree that to the extent Data contains personal information:

      1. in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of any applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms; and
      2. we will deal with Data that is personal information in accordance with the Merchant Privacy Policy.
    5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
    6. You agree that we may store and transmit Data (including any personal information) outside of the country, state, or province in which you are located.
    7. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim:

      1. by a third party that any Data (including your possession or use of Data) infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading; and
      2. by any person relating to your dealings with Purchasers, including contracts for the sale of goods or services.
  7. FEES AND PURCHASE AMOUNTS

    1. You must pay us the Fees. The Fees are non-refundable.
    2. We will provide you with valid Sales Tax tax invoices on a monthly basis prior to the due date for payment.
    3. The Fees exclude Sales Tax, which you must pay on taxable supplies.
    4. You must pay the Fees:

      1. monthly in advance; and
      2. electronically in cleared funds without any set off or deduction.
    5. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at StoreHub’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, an invoice will appear on the Account page of your StoreHub administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
    6. Prices for using the Services are subject to change upon 30 days’ notice from StoreHub. Such notice may be provided at any time by posting the changes to the StoreHub Site (storehub.com) or via email.
    7. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of the Service, or the sale or other disposal of goods or services. These Taxes are based on the rates applicable to the billing address you provide to us and are payable in addition to the Fees. If you are exempt from payment of such Taxes, you must provide us with satisfactory evidence of your exemption. Tax exemption will only apply from and after the date we receive evidence satisfactory to us of your exemption. If we do not charge you Taxes, you are responsible for determining if Taxes are payable, and if so, paying Taxes to the appropriate tax authorities in your jurisdiction.
    8. As part of the Service, you authorise us to collect the Purchase Amounts from each Purchaser on your behalf for each purchase each Purchaser makes through your StoreHub store. You acknowledge and agree that our sole obligation in relation to Purchase Amounts is to use reasonable endeavours to pay the Purchase Amounts to you, less any applicable Taxes we are obliged by law to deduct and pay to the applicable authorities, in accordance with the Merchant payment schedule on the Website from time to time.
  8. INTELLECTUAL PROPERTY

    1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
    2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms, including making available to others the Data you post publicly for the purposes of your StoreHub store.
    3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
    4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

      1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
      2. we may use or disclose the feedback for any purpose.
    5. You grant us a non-exclusive, royalty-free, transferable licence to use your business name and related trade marks to promote and market the Service.
    6. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
  9. CONFIDENTIALITY

    1. Each party must, unless it has the prior written consent of the other party:

      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
      3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.
    2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

      1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
      2. required by law (including under the rules of any stock exchange);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.
  10. WARRANTIES

    1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
    2. To the maximum extent permitted by law:

      1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to USD100.00; and
      2. you use the Service at your own risk, and we make no representation concerning the quality of the Service and do not promise that the Service will:

        • meet your requirements or be suitable for a particular purpose; or
        • be secure, free of viruses or other harmful code, uninterrupted or error free.
        • produce accurate or reliable results that may be obtained from the use of the Service.
    3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

      1. to the maximum extent permissible by law, any applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
      2. it is fair and reasonable that the parties are bound by this clause 10.3.
    4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

      1. supplying the Service again; and/or
      2. paying the costs of having the Service supplied again.
    5. We do not provide any warranties with respect to Third Party Services. You acknowledge that StoreHub has no control over Third Party Services and shall not be responsible or liable to anyone for such Third Party Services. StoreHub does not guarantee the availability of Third Party Services and you acknowledge that StoreHub may disable access to any Third Party Services at any time in its sole discretion and without notice to you. StoreHub is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service.
    6. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. StoreHub is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
    7. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and StoreHub is not obligated to intervene in any dispute arising between you and a Third Party Provider.
    8. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, StireHub partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
  11. LIABILITY

    1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Service in the previous Year. The cap in this clause 11.1 includes the cap set out in clause 10.2a.
    2. Neither party is liable to the other under or in connection with these Terms or the Service for any:

      1. loss of profits, revenue, savings, business, use, data (including Data), and/or goodwill; or
      2. consequential, indirect, incidental or special damage or loss of any kind.
    3. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

      1. personal injury or death;
      2. fraud or willful misconduct; or
      3. a breach of clause 9.
    4. Clause 11.2 does not apply to limit your liability:

      1. to pay the Fees;
      2. under the indemnity in clause 6.7; or
      3. for those matters stated in clause 11.3a to 11.3c.
    5. You acknowledge and agree we are not liable under any form of liability (including negligence) in connection with your dealings with Purchasers, including any contract to sell or otherwise make available goods or services.
    6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
    7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
  12. TERM, TERMINATION AND SUSPENSION

    1. Unless terminated under this clause 12, these Terms and your right to access and use the Service (including any StoreHub store):

      1. starts on the Start Date; and
      2. continues until a party gives at least 24 hours notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
    2. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

      1. breaches any material provision of these Terms and the breach is not:

        • remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
        • capable of being remedied; or
      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
    3. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
    4. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
    5. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

      Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.7, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

    6. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

      1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
      2. used, or attempted to use, the Service:

        • for improper purposes; or
        • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
      3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
      4. otherwise materially breached these Terms.
  13. GENERAL

    1. We reserve the right to refuse service to anyone for any reason at any time.
    2. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
    3. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
    4. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
    5. Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
    6. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing support@storehub.com.
    7. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with these Terms or the Service.
    8. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.7, 8, 9, 11, 12.3 to 12.7 and 13.6, continue in force.
    9. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
    10. Subject to clauses 2.1 and 7.5, any variation to these Terms must be in writing and signed by both parties.
    11. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
    12. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
  14. Beta Services

    From time to time, StoreHub may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which StoreHub will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered StoreHub Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without StoreHub’s prior written consent. StoreHub makes no representations or warranties that the Beta Services will function. StoreHub may discontinue the Beta Services at any time in its sole discretion. StoreHub will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. StoreHub may change or not release a final or commercial version of a Beta Service in our sole discretion.