Terms of Use for Merchants

By publishing your products, you agree to these prime terms of use (“Terms”).

By using our website ("Site"), our mobile application (“App”), and/or our service ("Service"), you agree that you have read and agree to be legally bound by the Terms. Reginaa Pte. Ltd. (“Reginaa”, “we”, “our” or “us”) is entitled to modify the Terms at any time at our sole discretion, and such modifications shall be effective immediately upon posting of the modified Terms. Any use of the Site, App or Services after the amendment of Terms is deemed acceptance of the amended Terms by you. If you do not agree to the amended Terms, you must stop using the Site, App and/or Services immediately.

1 (Application of Terms)

1.1 The Terms apply to all merchants (“Merchant(s)", “you” or “your”) who wish to use our Site, App, Services, and/or the platform.

1.2 Reginaa provides the Services using its merchandise platform to the Merchant and the Merchant must faithfully use and perform its duties in accordance with the Terms.

1.3 The Merchant hereby consents to be bound by the Terms and conditions stated herein unless otherwise separately agreed by the Merchant and Reginaa in writing.

2 (Use of our Site, App and/or Services)

2.1 Based on registration information provided by you to us and our transaction standards and requirements, we will review and determine whether your use of our Site, App and/or Services is acceptable.

2.2 Even after the registration is approved, Reginaa has sole discretion to determine if the Merchant is eligible or acting satisfactory or not in light of our transaction standards and requirements. The Merchant acknowledges that Reginaa may suspend your use of the Site, App and/or Services any time, and Reginaa retains the right to delete, remove or conceal your once published information.

3 (Products and Vouchers)

3.1 Reginaa will design electronic vouchers ("Vouchers") and make advertisements (“Advertisements”) for the Merchant when Reginaa approves such requests of the Merchant.

3.2 The Advertisements shall be posted on the Site and App for a period separately agreed between Reginna and the Merchant ("Advertising Period").

3.3 Our Service users may purchase the Vouchers and/or products handled or promoted by the Merchant on the Site (including live sales), App or Services (“Product”). When Vouchers are purchased by our Service users and presented to the Merchant within a specified period in the Voucher (“Effective Period”), the holder of such vouchers (“Voucher Holder”) can receive a certain service (“Merchant Services”) from the Merchant in accordance with terms and conditions written in the Vouchers.

3.4 In addition to the Advertisements, Reginaa shall have the exclusive right to sell and distribute the Vouchers at its sole discretion.

4 (Merchant's Obligations)

4.1 The Merchant undertakes and agrees with Reginaa:

(a) to supply to the customers at the Merchant's responsibility and expense:

(1) the Products delivered to the place designated by the customers in such volumes as purchased; and

(2) sales literature and other documentation and information and such technical, market and other support as Reginaa may from time to time reasonably require for the purposes of promoting and selling the Products and to enable it properly and efficiently to discharge its duties under this Agreement.

(b) to perform any contracts for the sale of the Products made on its behalf by Reginaa under the Terms.

(c) to inform Reginaa within a reasonable time if any contract concluded on its behalf by Reginaa will not be performed by the Merchant, and of the reason for such non-performance. The Merchant shall be solely responsible for dealing with such customers and Reginaa’s commission fee shall not be refundable. When the refund to the customer is necessary, the Merchant shall pay to Reginaa another handling fee of one per cent (1%) of the purchased amount.

(d) to obtain any necessary licences including import licences or permits necessary for the provision of the Merchant Services, the entry of the Products into Singapore, or their delivery to the customers. The Merchant shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.

4.2 The Merchant shall be solely responsible for providing the Merchant Service to the Voucher Holder including, but not limited to, customer service, after-sale-service. The Merchant acknowledges that Reginaa shall not be responsible for the use of the Voucher or other services provided to the Voucher Holder. It is strictly prohibited to state or imply to our users or the Voucher Holders that Reginaa might be responsible for such matters.

4.3 The Merchant shall indemnify and hold harmless Reginaa from any and all losses, damage, liabilities, and claims arising out of or relating to the Merchant Service, including, but not limited to, claims of personal injury, death or property damage arising from any fault or defect in the materials or workmanship of the Products or the Merchant Services and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability.

4.4 The Merchant shall immediately report to Reginaa and update its registration information on the Site, App or Service (where applicable) if any change is made to its original information provided to Reginaa or the Services. Reginaa shall not be responsible for changing the Merchant’s information on the Site, App or Services

5 (Merchant’s Representations and Warranties)

5.1 Merchant hereby represents and warrants that;

(1) it is authorized to enter into the Terms;

(2) all information and trade descriptions provided by the Merchant is true, accurate, complete, correct and not misleading;

(3) it has obtained (and shall obtain and maintain throughout the term of the Terms) all necessary licenses, consents and permissions relevant to the Terms and the use of the Service; and

(4) all data and information provided by the Merchant to Reginaa shall (and the Merchant’s behavior shall at all times) be in compliance with all applicable laws and regulations and in accordance with any guidelines, standards and relevant codes of practice.

6 (Completeness of Services)

6.1 Reginaa does not warrant or guarantee that the service offered on or through the Site, App or Services will be secured, uninterrupted or that our services will result in any revenue or profit of the Merchant.

7 (Payment)

7.1 Commission

The Merchant shall pay to Reginaa a commission equal to twenty five per cent (25%) of the net price of all Products and Vouchers purchased by customers (“Commission”).

7.2 Commission due

Commission shall become due to Reginaa as soon as and to the extent that Reginaa receives for immediate value from the customer the price in respect of the sale of the relevant Products and/or Vouchers. All sums payable under this Terms are exclusive of any goods and services tax or other applicable sales tax, which shall be added to the sum in question.

7.3 Payment

If the Voucher or the Product is purchased by the customers, Reginaa may deduct its Commission and reimbursements with any GST relating thereto from the payment of purchase and pay the balance ("Remittance Amount") to the Merchant. For the purpose of payment between the Merchant and Reginaa, Reginaa will transfer to the Merchant in the currency of the relevant sale contract a sum equal to the Remittance Amount.

7.4 Payment Terms

7.4.1 The Merchant may receive the Remittance Amount only after when the Merchant has informed Reginaa and Reginaa confirms that such Voucher was used or the Product was received and accepted by the Voucher Holder or the purchaser. Reginna shall not be obliged to pay or transfer the Remittance Amount until such notice is confirmed by Reginaa.

7.4.2 The Merchant and Reginaa agree that a Voucher is used when:

(a) The Voucher Holder has presented the Voucher to the Merchant within the Effective Period;

(b) The Merchant has provided the Merchant Service in full and in an appropriate manner to the Voucher Holder and the Voucher Holder does not make any complaint to the Merchant;

(c) The Merchant has provided Reginaa with evidence of (a) and (b) (including, but not limited to, the Voucher security code and/or other evidence Reginaa may reasonably request as a proof of the provision of the Merchant Service); and

(d) Reginaa receives a notice from the Merchant of the Voucher Holder with consumed Voucher or Voucher's security code and the Voucher Holder has not asked Reginaa for a refund.

For the avoidance of doubt, if any of the above four described requirements are not met, a Voucher shall not be deemed to be used, and Reginaa shall have no obligation to pay the Merchant any amount in respect of that Voucher including but not limited to Remittance Amount.

7.4.3 Any payment made by Reginaa to the Merchant shall be without prejudice to any claims or rights which Reginaa may have against the Merchant.

7.5 Invoices

7.5.1 Reginaa will issue an invoice to the Merchant for the Commission due to Reginaa in respect of that quarter.

7.5.2 The Merchant shall provide Voucher Holders with an invoice in compliance with the Terms, applicable laws and regulations.

7.6 Refunds

Reginaa has the right to determine and refund to the Voucher or the Product purchaser who, in Reginaa's sole opinion, has a valid complaint about the Merchant Service or the Product provided or rendered by the Merchant. If Reginaa has already paid any sum to the Merchant in respect of such refunded Voucher, Reginaa may recover the refunded amount from the Merchant and the Merchant shall pay back to the said amount to Reginaa immediately. Reginaa may at its sole discretion deduct or set-off such refunded amount from any amount due to Reginaa by the Merchant.

7.7 Set-off

Reginaa may at any time, without notice to the Merchant, set off any amount and liability owed by the Merchant to Reginaa against any liability and amounts owed by Reginaa to the Merchant, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. The Merchant shall not have the right to set off any amounts owed by Reginaa. Any exercise by Reginaa of its rights under this clause shall not limit or affect any other rights or remedies available to Reginaa under the Terms or otherwise.

8 (Publication of Company Information and Information Concerning Various Services on the Site)

8.1 Copyrights and all other intellectual property rights related to the Site, App or Services shall be reserved by Reginaa except for photographs and the like created by the Merchant or a third party. In the event of any disputes or troubles arising out of or related to any of the Merchant’s works with a third party, the Merchant shall solely handle it as its own liability, and Reginaa shall not be held responsible any of these actions.

8.2 The Merchant hereby consents in advance with regard to the publication by Reginaa of information of Merchant including the company information on Site, App, Services and other various media. The Merchant acknowledges and gives its consent that a third party may utilize or publish Merchant’s information on the third party’s website for the purpose of Service promotion.

9 (Prohibition)

9.1 The Merchant shall use the information provided through the Site, App and/or Services only for the purpose of implementing the respective Merchant services, and must not use for any other purpose (whether for commercial use or not).

9.2 The Merchant must not disclose or divulge to a third party or use for its on behalf any of the information learned through the use of the Site, App and/or Service which has not been disclosed to the general public (including the information, works, knowhow, program source and the like related to the Site, App and/or Service).

10 (Temporary Suspension of Operation for Maintenance Work, etc.)

10.1 Reginaa may temporarily suspend the Site, App and/or Services without prior notice or obtaining consent of the Merchant, and the Merchant hereby grants its consents thereto in advance. Regina may suspend its service provision:

(a)When maintaining the server Reginaa uses;

(b) When changing the specifications of the Site, App or Service;

(d) When a natural disaster or other emergency events beyond Reginaa’s reasonable control occurs or is likely to occur;

(e) When it becomes difficult or impossible to operate the Site, App or Service due to the changes, amendment or formation of applicable laws and regulations; and

(f) any other events where Reginaa thinks necessary due to unavoidable grounds.

10.2 Reginaa shall not be liable for any loss or damage (including loss of profits) suffered by the Merchant due to the events in the preceding paragraph.

11 (Interface Modification)

The Merchant hereby consents that Reginaa may modify the interface without prior notice to the Merchant due to changes in the system environment of the Site, App or Service or maintenance or repairs in the system, troubles involving the use of the Site, App or Service, or demands from multiple Merchants.

12 (Modification of Terms)

12.1 When making material modifications to the Terms, Reginaa will inform Merchants of the modified terms (“Modified Terms”) prior to the implementation date.

12.2 If the Merchant is not consenting to the Modified Terms, the Merchant immediately stop the use of the Site, App and Service and must provide Reginaa written notice thereof within two (2) weeks from the date the Modified Terms is learned by the Merchant or informed by Reginaa.

13 (Reginaa’s Duty of Confidentiality)

Reginaa, shall adequately treat the information provided to Reginaa by the Merchant. Reginaa will not disclose or divulge this information to third parties unless otherwise required by laws and regulations. Reginaa shall be entitled to use the information obtained by the Merchant to create statistical data and the like in a form not identifying individual Merchant, and Reginaa may use this statistical or other data without any restrictions.

14 (Personal Data Protection)

14.1 Each party shall comply with applicable personal data protection legislation including the Personal Data Protection Act 2012 (“PDPA) regarding the personal information of its own and the customers (“Personal Data”) and agrees that any material breach of such shall, if not remedied within thirty (30) days of written notice from the other Party, give grounds to the other Party to terminate this Agreement with immediate effect.

14.2 The Merchant must not divulge, disclose, provide or otherwise allow third parties to handle customer information of Reginaa, either for a fee or free of charge.

14.3 Without obtaining the consent of Reginaa, the Merchant shall not keep or use customer information after ending use of the Site, App or Services or extract customer information.

14.4 The Merchant must always comply with the duties and obligations as prescribed in PDPA and its relevant regulations.

14.5 The Merchant shall fully recognize that the divulgence of customer information may damage the credibility or otherwise have a material adverse effect on Reginaa, the Site, App or Service. The Merchant shall be required to establish appropriate methods for the storage and destruction of customer information, appoint information control officer, implement employee training, and enact the measures necessary to prevent the external divulgence of customer information. If the customer information is divulged to others by the Merchant, regardless of its negligence or misconduct, the Merchant shall be liable for the compensation of all losses, damage and expenses (including the settlement or reimbursements to customers and attorney’s fees) suffered or incurred by Reginaa.

14.6 The Merchant shall be prohibited from sending emails containing advertisements and promotions to the email addresses the Merchant obtains through its use of the Site, App or Services without obtaining acceptance by Reginaa for its content and method.

14.6 Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the PDPA or other data protection legislation by that party, its employees or agents. The indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it and reasonable assistance in dealing with the claim.

14.7 These provisions shall remain in effect even after termination of the Terms.

15 (Disclaimer)

15.1 The Merchant shall use the Site, App or Service at its own risk, and Reginaa, except for those clearly caused by the willful misconduct or gross negligence of Reginaa, shall not owe any responsibility or duty of compensation with regard to the loss or damage suffered by the Merchant.

15.2 Reginaa shall not in any case owe any liability arising from or relating to losses or damage caused by natural disasters or other force majeure events (including but not limited to pandemic, epidemic, line congestion, line damage, server outage or others not caused by grounds imputable to Reginaa or beyond the control of Reginaa).

15.4 Reginaa shall not owe any liability arising from or relating to losses or damage caused by grounds not attributable to Reginaa due to (i) server outages, system faults, data leaks or losses, of the publication of erroneous data caused by viruses; (ii) sever outages, system faults, data leaks or losses, or the publication of erroneous data caused by hacking; (iii) provider outages; (iv) faults caused by changes to the system environment and system defects; and (v) other conducts by a third party and the like relating to the Site, App or Service.

16 (Non-Assignment)

The Merchant shall not assign or transfer the Terms (or any rights or obligations hereunder) to a third person without the prior written consent of Reginaa.

17 (Prohibited Matters)

17.1 During the use of the Site, App or Service, The Merchant covenants and undertakes that the Merchant:

(a) Do not violate relevant laws and regulations;

(b) Do not adopt illegal business conditions, or provide illegal goods or services;

(d)Do not engage in acts which affirm or promote discrimination by nationality, race, ideology, creed, physical condition, family background, birthplace, domicile, sex, age or the like;

(e) Do not adopt business conditions or provide goods or services which are contrary to public order and good morals;

(f) Do not engage in protest advertising or promotion to specific groups or individuals regarding politics or elections;

(g) Do not engage in protest advertising, religious or other advertising or promotion related to ideology;

(h) Do not engage in anti-social activities (The Merchant, its officers, employees, shareholders and other persons substantially in control of all or a part of the Merchant shall not be antisocial forces while using Reginaa’s services. The Merchant shall covenant that any antisocial forces are not and will not involved in the management or conduct of its businesses); and

(i) Do not provide information or otherwise engage in use in violation of the publication standards and other rules prescribed by Reginaa.

18 (Termination)

18.1 Reginaa may immediately terminate the Terms and/or cease or suspend the Merchant’s use of the Site, App and/or Services in either of the following cases:

(a) When the Merchant is in breach of the provisions of this Terms;

(b) When the Merchant is suffering attachment, provisional attachment, provisional disposition or disposition for delinquent taxes, or when filing or suffering a petition for bankruptcy, civil rehabilitation, liquidation or corporate reorganization or the like;

(d) When the Merchant is transferring all or a material portion of business to another;

(e) When any major changes occur to the management environment of the Merchant due to merger or reorganisation;

(f) When the Merchant’s credit uncertainty arises;

(g) When the Merchant is discontinuing its business or entering liquidation.

(h) When the Merchant violates laws or ordinances or engages in acts which are otherwise contrary to the social consensus; or

(i) When no adequate measures or remedies are made by the Merchant within the period specified by Reginaa to comply with the obligations under the Terms; or

(j) When Reginaa finds it difficult to continue or provide to the Site, App or Service for the Merchant.

18.2 On termination of the Terms, the provisions of this clause shall continue in force in relation to all sales of the Products and the Vouchers where the sale has been concluded before the date of termination.

19 (Termination by the Merchant)

Merchant may terminates the Terms with one (1) month advance notice to Reginaa; provided, however, the Merchant shall not terminate until the Merchant completes providing the Merchant Services to the Voucher Holder with the valid Voucher.

20 (Governing Law)

The Terms shall be governed by and construed in accordance with the laws of Singapore.

21 (Jurisdiction)

Any dispute arising out of or in connection with the Terms shall be subject to the exclusive jurisdiction of the courts of Singapore.

22 (Resolution by Mutual Consultation)

Reginaa and the Merchant shall firstly attempt to resolve disputes concerning the interpretation of the Terms or operating rules, and matters not prescribed in the Terms or operating rules through mutual consultation.

23 (Miscellaneous)

23.1 No failure or delay in exercising any right, power or privilege under the Term will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under the Terms.

23.2 If any provision of the Terms should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of the Terms are not affected.

23.3 Unless expressly provided to the contrary in the Terms, a person who is not a party hereof has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of the Terms.

24 (Other Special Conditions)

24.1 The Merchant appoints Reginaa as its non-exclusive agent to promote sales of the Products in Singapore on behalf of the Merchant, and Reginaa accepts the appointment on those terms. Reginaa is authorised by the Merchant to negotiate and sign or otherwise conclude contracts for the sale of the Products in the name of and on behalf of the Merchant, without prior reference to the Merchant. Reginaa is authorised to issue invoices on behalf of the Merchant relating to the supply of the Products. Reginaa is authorised to collect payment for the supply of the Products or the Vouchers on behalf of the Merchant.

24.2 (a) Notwithstanding anything in the Terms to the contrary, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) any loss of profit, sales, revenue, or business; (ii) loss of anticipated savings; (iii) loss of agreements or contacts; (iv) loss of use or corruption of software, data or information; (v) any loss arising out of the lawful termination of the Terms or any decision not to renew its term; or (vi) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

(b) The liability in connection with the sales, supply and quality of the Products or Merchant Services to the customers in connection with the Terms shall be borne solely by the Merchant. For the avoidance of doubt, Reginaa shall not be held liable for any of the disputes arising from or relating to the Products or the Merchant Services.