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SHOPLINE Payments User Agreement (Singapore)

  1. SHOPLINE Payments
  2. Processor and Legal Relationship
  3. Registration
  4. User Rules
  5. High Risk Businesses
  6. Fees
  7. Payouts
  8. Reserves
  9. Taxes
  10. Data Security and Privacy
  11. Additional Terms relating to POS Services
  12. Term and Termination
  13. Liabilities and Indemnification
  14. Confidentiality
  15. Governing Law and Dispute Resolution
  16. Miscellaneous

By proceeding with placing the purchase order, you agree to be bound by the terms and conditions contained in this SHOPLINE Payments User Agreement (Singapore) (this “User Agreement”) and this User Agreement governs your use of SHOPLINE Payments and constitutes a legally binding agreement between you and Shopline Commerce Pte. Ltd., a private company registered in Singapore under registration number 202013665N (“SHOPLINE Payments”, “we” or “us”).

  1. SHOPLINE Payments
    1. We provide you with (a) payment account onboarding with the Processor; and (b) integration with the payment processing services offered by the Processor (as defined below), together with other payment related services offered by us from time to time (collectively, “SHOPLINE Payments Service”).
    2. As you are also a user of SHOPLINE’s e-commerce enabler services (“SHOPLINE Website Service”) as described in the separate SHOPLINE Terms between you and the applicable SHOPLINE entity, the SHOPLINE Terms continue to govern your use of SHOPLINE Website Service and are incorporated herein by reference.
  2. Processor and Legal Relationship
    1. The payment processing services ordered by you by placing this order will be provided to you by or through one of the processors (collectively or individually, the “Processor”, and such services, “Processor Services”), with which you are entering into a direct agreement, including:
      • Adyen Singapore Pte. Ltd. and Adyen N.V. - Adyen MarketPay Terms and Conditions, and Adyen Restricted and Prohibited and Services list
      • Airwallex (Singapore) PTE. Limited – Global Scale User Terms and Global Privacy Policy
      We may engage other processors from time to time and these other processors shall also constitute a “Processor” under these Terms.
    2. By accepting this User Agreement, you also accept and consent and consent to the terms, rules and privacy policies above governing the Processor Services (“Processor Terms”), which constitute legal agreements between you and the Processor.
    3. We will assist and support you in your use of the services to be provided by the Processor and we will provide you first line assistance with and enable you to connect to the systems of Processor to be able to use its services. For this purpose, you hereby instruct Processor to provide us access to your data and setting in Processor’s systems which are used by Processor to provide the services and authorize us to manage these on your behalf.
    4. WARNING: Please note that you may not resell, hire or on any other basis allow third parties to use Processor Services to enable such third parties to be paid for their services. You may not use Processor Services for different types of product and services than as registered with your application. In particular you confirm that you will not use Processor Services for any type of product or service appearing in the the Prohibited Products and Services List of the Processor. If we or the Processor at any time discover that the information you provided about your business is incorrect or has changed without informing us or if you violate any of these conditions, Processor Services may be suspended and/or terminated with immediate effect and fines may be applied by the Payment Scheme Rules and/or the authorities for unregistered or inappropriate use of Processor Services which will in such case be payable by you.
    5. SHOPLINE is not a payment service or money service provider, but instead provides you with SHOPLINE Payments for your convenience only. SHOPLINE is not a party to the Processor Terms and is not liable to you in respect thereof.
    6. The Processor is responsible for accepting and processing credit card, debit card and other payment methods with respect to the sales of your items through SHOPLINE Website Service (“CNP Transactions”). The Processor will also process your in-person and point-of-sale transactions as well as manually entered transactions using POS equipment (“POS Equipment”, and such services, “POS Services”) and the relevant data will be transmitted to the Processor (“POS Transactions”) (CNP Transactions and POS Transactions, collectively as “Transactions”).
    7. It is your sole responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and the rules and regulations of the organizations who regulate and provide specific payment methods (such as Visa, MasterCard, JCB, American Express, Union Pay International, etc.) (collectively, “Payment Scheme Owners”, and their rules and regulations, “Payment Scheme Rules”). You also assume the sole and exclusive responsibility for Transactions under the Processor Terms, including the responsibility for verifying the identity of customers and of the eligibility of a payment card used to purchase your products and services.
    8. SHOPLINE does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions, together with the fees associated with each of these actions, regardless of the reason for, or timing of the reversal or chargeback. The Processor may add or remove one or more types of payment scheme or cards, in their sole discretion, at any time, without prior notice to you.
  3. Registration
    1. Only persons in Singapore or other countries or regions we have approved in advance who sell goods or services using SHOPLINE Website Service may be granted access to Processor Services via SHOPLINE Payments. To use Processor Services, you are required to first sign up for a virtual account with the Processor with our assistance (“Processor Account”). As part of our “know your client” process, we, for ourselves or acting on behalf of the Processor, will collect from your certain business and personal information, as well as the information about your shareholders, owners, ultimate beneficial owners, principals, or other stakeholders. Such information may include, without limitation, your name, business name, trade name, address, email, phone number, business identification number or registration number, tax number, corporate governance, organizational and ownership structure (if applicable). We may require additional information to verify your identity and standing and assess your business risk. You agree and acknowledge that we may retrieve additional information about you from third parties and via any public or non-public sources. You hereby authorize us to transmit to or share with the Processor the information you provided to us. You acknowledge that the Processor may not provide you with any of Processor Services until all required information has been received, supplemented and approved. We will not be responsible for any loss arising out of your failure or delay in providing the information required.
    2. During your use of Processor Services via SHOPLINE Payments, in order to comply with the ongoing requirements and policies set by the Processor, the Payment Scheme Owners and/or the relevant financial institutions, we may require additional information from you or request you to update or confirm the information you previously provided regularly or from time to time on an ad-hoc basis.
    3. If you are signing up for yourself, you represent and warrant that (a) you are not barred from agreeing and accepting this User Agreement or are barred from using Processor Services via SHOPLINE Payments under applicable laws and (b) all registration information you submit is complete, accurate and truthful.
    4. If you are signing up on behalf of a company, organization or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the legal entity you represent agrees to be bound by this User Agreement, (c) neither you nor the legal entity you represent are barred from agreeing and accepting this User Agreement or are barred from using Processor Services via SHOPLINE Payments under applicable laws, and (d) all registration information you submit is complete, accurate and truthful.
  4. User Rules
    1. General Compliance. You are obliged to comply with all applicable laws, regulations and rules in the course of your use of Processor Services. Without limiting any other requirements or restrictions set out in this User Agreement, you must not (a) submit any Transaction for process that does not arise from your sale of products or services; (b) serve as a payment intermediary or otherwise resell or pass through Processor Services to others; (c) submit any fraudulent or potentially fraudulent Transactions for processing; (d) provide cash advance to cardholders by utilizing the credit available on any Card; or (e) use the Processor Services in a manner that violates the Payment Scheme Rules or abuses the Payment Scheme.
    2. Access to Service. You shall not: (a) permit any third party (other than your employee or agent who shall be equally subject to this User Agreement) to use the Processor Services, including, but not limited to, accessing your dashboard on SHOPLINE website (the “SHOPLINE Dashboard”); (b) reverse engineer, disassemble, or otherwise attempt to discover the source code or knowhow of any part of Processor Services or SHOPLINE Payments Service; (c) access Processor Services with the purpose of creating a competing product or service; (d) create derivative work based on any part of Processor Services or SHOPLINE Payments Service; or (e) copy, frame or mirror any part of the content of Processor Services or the SHOPLINE Payments Service.
    3. Recurring Transactions. For each recurring transaction, you are required to obtain prior express consent from your customers at the point of checkout or sale. You must provide your customer with the following information when obtaining consent: (i) the amount of the recurring transaction; (ii) whether the amount is fixed or variable; (iii) the date of the recurring transaction; (iv) whether the date is fixed or variable; and (iv) an agreed method of communication for all future correspondence with your customers. You must also, using the agreed method of communication, provide your customers with confirmation that a recurring transaction agreement has been entered. This confirmation must be provided within two business days upon entering that recurring transaction agreement, and must be separate from the sales agreement. You undertake to notify your customers that any consent to recurring transaction given by your customers is subject to cancellation by your customers at any time, and you should not debit or attempt to debit your customers’ Cards, bank accounts or other payment methods after being notified of the cancellation of the recurring transaction consent. You must notify your customers in writing of the amount to be debited and the due date of the debit at least 14 days prior to (i) the first debit, and (ii) each subsequent debit (unless the recurring transaction consent sets out the amounts payable and the due dates and none of these have changed or other objective criteria are agreed with your customer for calculating the due dates). You should retain the recurring transaction consent for the duration of the recurring transactions, and for at least 18 months after the final payment that is made pursuant to it. You should produce the recurring transaction consent to us on first demand.
    4. Fines under Payment Scheme Rules. You understand that for violations of certain key requirements under Payment Scheme Rules by you, some Payment Scheme Owners can levy significant fines ranging from USD 25 to USD 1 million. Key examples of Payment Scheme Rules which would subject you to fines: (i) using the Processor Services for other products and services than which you received express authorization or approval to use it for; (ii) using the payment method for products or services which are violating applicable laws; (iii) using the Processor Services for selling products and services for which the Payment Scheme Owner explicitly prohibited its use in that region (e.g. adult content, arms, drugs, counterfeit goods); (iv) percentage of your Transactions which are subject to a chargeback is above the applicable acceptable level; (v) your breaches of security and confidentiality obligations with respect to payment data; or (vi) your fraudulent, misleading activities of which Card holders are the victim. In the event that such fines are levied, all such fine and related costs and expenses paid or borne shall be indemnifiable by you pursuant to Section 13 of this User Agreement.
    5. Change of Business. You agree to give the Processor, through us, at least thirty (30) days prior notification of your intent to change your current product or service types, your business or trade name, the manner in which you accept payment, or the location where your business is conducted. You agree to provide us with prompt notification within ten (10) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within ten (10) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of fifty (50%) or more of your total assets, or any change in the control or ownership of you or your parent entity. You will also notify within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against a substantial portion of your assets which might affect your compliance with this User Agreement or your performance hereunder.
    6. Store Website. You agree to include the following information clearly and conspicuously on your store websites: (i) Appliable Payment Scheme Owners’ brand mark in full color to indicate that Payment Scheme Owners’ acceptance; (ii) complete description of the your products/services and the applicable terms and conditions; the terms and conditions should be displayed to your customers during the order process; (iii) complete description of the refund, return and cancellation policies (if you have a limited refund policy, it must be clearly communicated to your customers prior to the purchase); (iv) “click to accept” button, or other acknowledgment, evidencing that your customer have accepted the return/refund policy; (v) Your service contact information including email address or telephone number; (vi) your permanent business address; (vii) Transaction currency in both words and symbols; (viii) all export restrictions (if known); (ix) delivery policy, and special delivery policy, if any; (x) Your country or jurisdiction of incorporation which must be provided to your customers during the payment process; (xi) consumer data privacy policy; and (xii) security capabilities and policy covering transmission of payment card details when the payment method used is a Card, or any other consumer sensitive details in relation to other payment methods. Additional information may be required, depending on the payment method you use. Your store website may be required to include such other marks, texts or information as we or the applicable Processors may see appropriate. The failure of your store website to comply with such requirements from time to time will render you no longer eligible for Processor Services and constitute your material breach of this User Agreement.
    7. Pre-chargeback Services.
      • (a) You may be required to use pre-chargeback services (“Pre-chargeback Services”) based on the chargeback ratio or other risk factors of your transactions. The Pre-chargeback Services allow you to automatically refund certain disputed transactions to your customer before incurring chargeback fees or costs. If you are required to use Pre-chargeback Services, we will provide you with a notice and specify any thresholds applied to automatic refunds. Additionally, you agree to pay the relevant service fees (“Pre-chargeback Service Fees”).
      • (b) You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Payment Scheme Owners or other third parties. You authorize Processor or us to share the customer data with the service providers in connection with the Pre-chargeback Services.
      • (c) You acknowledge and agree that additional thresholds or other parameters may be set up, configured, changed or updated in relation to each Pre-chargeback Service. Any changes or updates to such thresholds or parameters shall become effective immediately and notified to you thereafter.
    8. Record Retention. You undertake to maintain a copy of all electronic and other records related to the Transactions ordering and delivery of your products/services for at least 18 months or such longer period in compliance with the applicable laws.
  5. High-Risk Businesses
    1. You agree and acknowledge that, without limiting the foregoing, Processor Services may not be used (and Transactions may not be submitted for processing) for prepaying your products/services for which the delivery date is in part, or in whole, more than 6 months after the date the Transaction is submitted for processing.
    2. You agree that SHOPLINE Payments or the Processor may assess during the “know your client” process and continuously monitor the transactions processed under your Processor Account for risk control purposes and, where in our or the Processor’s view your store or the transactions may result in substantially higher risks due to any reasons such as specific product type or transaction patterns, impose certain additional conditions to your Processor Account including an increase in Reserves or an adjustment in payout schedule. Specifically, if your chargeback rate exceeds a certain level, which may result in additional costs or risks for SHOPLINE or other relevant parties including Processor, Payment Scheme Owners or other financial institutions, SHOPLINE or the Processor each has the sole and absolute discretion to take actions or preventative measures as may be necessary to reduce such costs or risks. Such actions or measures may include increasing Service Fees, chargeback handling fees or Reserves (as defined below), imposing fines, requesting audit, or in serious circumstances disqualifying you from using the specific payment with immediate effect upon notification.
  6. Fees
    1. The fees for the provision of Processor Services and the services of SHOPLINE Payments (collectively, the “Service Fees”) are charged to you by us as a package and are set out in your SHOPLINE Dashboard. Please note that the rate of Service Fees applicable to you is subject to Section 14 (Confidentiality) and may be changed from time to time. We will serve you a seven (7) day notice before any change of rate becomes effective, other than exceptional circumstances where SHOPLINE Payments likely becomes subject to substantial cost increase (i) due to a change in fee rates imposed by Processors or other service providers, or (ii) otherwise following a change in the applicable laws, regulations and rules, in which case the notice period may be shorter than seven (7) days. You agree to pay the Service Fees and that we may (through the Processors or otherwise) deduct the amount of Service Fees from the funds payable to you arising from the settlement of your Transactions or from your Reserve Account (as defined below).
    2. Service Fees will be assessed at the time when a Transaction is processed and will be first deducted from the funds received for such Transaction. Any refunds and cancellations associated with a Transaction will not result in the reversal or withdrawal of Service Fees previously due to us. If the deducted amount is not sufficient to satisfy your obligations to us, we may charge the payment method associated with your SHOPLINE Website Service for any amounts owed to us. If a chargeback occurs, regardless of the reason, you may be liable for fees or costs (if any) associated with it on a case-by-case basis.
    3. If the actual profile of your Transactions, which includes but is not limited to the volume of Transactions, average ticket size, spread across payment methods, geographical spread and other relevant information of your Transactions, differs materially from the figures you provided to us, we have the right to proportionally adjust our Service Fees at any time.
    4. In addition to Service Fees, you are also responsible for any penalties and fines imposed on you or on us by any Payment Scheme Owner, financial institution or bank as a result of your use of Processor Services through SHOPLINE Payments in a manner in violation of this User Agreement, the Processor Terms, the Payment Scheme Rules or the rules and regulations of such financial institution or bank.
    5. You hereby authorize us to withhold and/or set-off by whatever means the whole or any part of your liabilities to us under this User Agreement (or any other contract with us) against any funds credited to or owing to you under this User Agreement (or any other contract with us). We may exercise this right of withhold and/or set-off at any time, without notice to you, whether such liability is present or future, liquidated or unliquidated, and whether or not such liability arises under this User Agreement. If the amount or liabilities to be withheld and/or set off are expressed in different currencies, we may convert either amount at a market rate of exchange for the purpose of withhold and/or set-off.
  7. Payouts
    1. Upon our instructions, the Processor will remit the funds related to the Transactions (typically after the Processor has received settlement(s) from the Payment Scheme Owner) net of the Service Fees and any applicable deductions (“Payouts”). You may find your payout schedule in your SHOPLINE Dashboard. It is your responsibility to evaluate if the payout schedule (which may be updated from time to time) is acceptable before you submit any Transaction. You agree that any overpaid and/or unduly received funds (e.g. related to the Transactions which have been overpaid due to the IT infrastructure breakdown) shall be: (a) deducted from the funds related to the subsequent Transactions before the next Payout(s), (b) refunded immediately by you, and/or (c) deducted from your Reserve Account (as defined below).
    2. Processor may require (and we reserve the right to instruct the Processor) to withhold and/or defer Payouts if they are submitted for authorization, suspected to be fraudulent or related to illegal activities or likely to become subject to a chargeback, or investigation initiated by Payment Scheme Owner, relevant financial institution, or any third party nominated by any of the parties hereby, or otherwise likely result in an increase in transaction or business risk. You agree that you shall fully cooperate with any such investigation and provide any information or supporting documents as may be required. Any failure to cooperate may affect the processing of Payouts properly or potentially withholding of the Payouts. No interest will be due over amounts held prior to Payout to you pending the satisfactory completion of such investigation.
    3. Further, we reserve the right to instruct the Processor to withhold and/or defer Payouts entirely or partially in the event that (a) you fail to fulfill any sanction or screening; (b) the settlements for your Transactions are delayed or put on hold by the Processor/Payment Scheme Owner/relevant financial institution; or (c) we receive a direction from a law enforcement agency or regulator.
    4. Your SHOPLINE Dashboard allows you to select the currency in which your store uses to transact with customers, which may differ from your base currency. The Processor, the Payment Scheme Owners and/or relevant financial institutions may convert the Transaction amounts in such Transaction currency using the prevailing currency exchange rate and then remit such amount in accordance with the terms herein as Payouts. Save for any manifest error, you agree that any determination by the Processor and/or Payment Scheme Owner and/or relevant financial institutions as to the exchange rate applicable to you shall be conclusive and binding upon you absolutely. Any fees or costs arising from currency conversion in connection with your Transactions shall be fully borne by you.
  8. Reserves
    1. You agree that certain funds in your Processor Account are or will be held in reserve and set aside to recover chargebacks, refunds, or other payment obligations under this User Agreement or the Processor Terms (“Reserves”). The terms of your Reserves will be set and changed in our and the Processor’s sole discretion from time to time and then be notified to you via your SHOPLINE Dashboard or otherwise. The Reserves may be proceeds from Transactions which are held in a sub-account in your Processor Account (“Reserve Account”) for a period of time, or additional fixed amounts required to be held in the Reserve Account. The Reserve Account may be funded through: (i) any Payouts due to you; (ii) other sources of funds associated with or available in your Processor Account; or (iii) additional deposits provided by you in the Reserve Account.
    2. You agree that you are not entitled to any interest on the Reserves and you have no right to direct the Reserves.
    3. As chargebacks and fines may arise a considerable period after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of the User Agreement for any reason, we will be entitled to direct the Processor to, and the Processor will remain entitled to recover chargebacks and chargeback fees and related fines from you that occur in relation to Transactions effected during the term of the User Agreement.
    4. Your Reserves may be retained for a certain period of time following the termination of this User Agreement or your last Transaction submitted to us. Usually, such funds of your Reserves will be released you in steps to account for the decrease in uncompleted order amount, fraud exposure and/or fine exposure and where applicable, will be in part or in whole applied to pay for chargebacks, cover fines or fraud claims or pay for unpaid Service Fees due by you.
  9. Taxes
    1. You have sole and exclusive responsibility to ascertain what, if any, taxes apply to your Transactions, the sale of your products and services and/or the payments you receive through your Processor Account or your use of Processor Services through SHOPLINE Payments (“Taxes”). It is your sole responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to determine the applicability of Taxes, nor will we undertake the calculation, collection, reporting, or remittance of any Taxes to the relevant tax authorities that may be associated with your Transactions.
    2. You shall indemnify and hold us harmless from and against any and all liability related to Taxes. You agree that we may send you any Tax-related information electronically.
  10. Data Security and Privacy
    1. You are solely responsible for the security of data on your store website. You must comply with all applicable laws and regulations governing your collection and use of any personal information of your customers (“Customer Information”), including but not limited to any Card or Transaction information. You are obliged to comply with the applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements. You must not copy, capture or intercept your customers’ payment instrument related information such as card number and sensitive authentication data. You must not store any CVV2 data at any time. You further undertake to comply with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal information. In addition, you represent that you have obtained all necessary permissions and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any payment card information of your customers that you provide to us, or authorize us to collect, including information that we may collect directly from you of your customers via cookies.
    2. You must comply with the personal data protection laws of your country of origin and of those countries in which you offer your products/services and, in particular when processing and sending the personal data in the context of using Processor Services through SHOPLINE Payments and submitting Transactions. You should take reasonable steps to ensure that the personal data you submitted is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed; and kept in a form which permits identification of the parties whose personal data are processed for no longer than is necessary for the purposes for which the personal data are processed unless a longer retention is required or allowed under the applicable law.
    3. We value and endeavor to protect your privacy. SHOPLINE’s Privacy Policy will continue to apply and is incorporated herein by reference. You consent to the exchange of your information between your accounts with SHOPLINE Website Service and your Processor Account and we, our affiliates and the Processor may share and commingle such information. In addition, you agree that for the purpose of making Processor Services available to you, we may share your personal information with the Processors or the Payment Scheme Owners or their respective representatives, agents, employees, contractors, advisors or consultants.
  11. Additional Terms relating to POS Services
    1. The following terms apply to your access and use of the POS Services, subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
    2. Access to and use of the POS Services requires that you have an active and valid Processor Account and subject to any vetting requirement as may be necessary.
    3. If your POS Services are enabled under your Processor Account, you may not concurrently use any other payment processing service outside of Processor. The payment gateway used for your POS Services must be the same as that used for your Processor Account, if applicable.
    4. While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
    5. If you wish to purchase the POS Equipment, upon payment by you and confirmation of shipment of the POS equipment, you will acquire ownership of and title to the POS Equipment, and you will be licensed to access and use POS software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. Use of purchased POS Equipment is subject to fees payable to us, namely an annual equipment maintenance fee and any other applicable fees as may be notified from time to time.
    6. If you elect to lease the POS Equipment, you agree to pay a deposit, which will be refunded upon return of POS Equipment to us subject to terms and conditions, together with any applicable fees and expenses for the use of such equipment, including monthly lease fees and installation fees. Notwithstanding the foregoing, we have the sole and absolute discretion to deduct any reasonable amount from the deposit for restoring or repairing any damage to the POS Equipment, and in the event actual costs and expenses for restoring or repairing incurred by us exceeds the amount of deposit paid by you, you agree to reimburse us timely upon request of any such amount in excess of the deposit.
    7. In general, fees for POS Services will be determined based on the number of locations at which you are using the POS Services. Locations are defined by business address and are used for associating orders with that specific business address. The number of locations using POS Services will also be detected by us and billed accordingly. You shall not, except with our prior written consent (such consent not to be unreasonably withheld), relocate any POS Equipment to another location other than the address on your record. In the event of any discrepancy between the number of locations on your record maintained by us and the number of locations detected by us, the number of locations determined by us shall prevail.
    8. You agree to use, store and maintain the POS Equipment with reasonable care and protected at all times, including not to expose the POS Equipment to accident, abuse, liquid spill or damage, destruction, tampering, alteration, modification, submersion, neglect, misuse, unauthorized modification, extreme environment and fluctuation or surges of electrical power, and prevent the POS Equipment from unauthorized access or use by third party. You are solely responsible for any defect in or damage to the POS Equipment caused or contributed to by your failure to fully comply with the foregoing and the product care recommendations.
    9. Upon noticing any malfunction or damage, breakdown or loss of your POS Equipment, you agree to notify us immediately and not to effect any Transaction through such POS Equipment. You agree not allow any repair or other works to be undertaken to any POS Equipment without our prior written approval.
    10. You agree to use the POS Services in accordance with all requirements and procedures that may be notified by SHOPLINE from time to time. In particular: (i) any POS Equipment leased or purchased by you may not be assigned, transferred, sublet, sub-licensed, or sub-contracted, parted possession with or otherwise used by any other parties without our prior written notice, and (ii) POS Equipment may not be used for dispensing or advancing cash or extending credit in whatever form whether by itself or in conjunction with other payment transactions. Breach of this provision may result in immediate termination of your POS Services and in serious cases, your Processor Account.
    11. You can terminate your POS Services without terminating your Processor Account or any other SHOPLINE Website Service you subscribe to, and in such case, you will continue to be billed, and will pay for, such SHOPLINE Website Services (other than the terminated POS Services).
  12. Term and Termination
    1. This User Agreement shall become effective and operative between you and us upon the date you accept them and shall continue in full force and effect until you or we terminate your use of Processor Services through SHOPLINE Payments.
    2. You may terminate this User Agreement by following the instructions in your SHOPLINE Dashboard. We may terminate this User Agreement at any time for any reason, upon notice to you via SHOPLINE Dashboard or through elsewhere. The closure of your Processor Account will be at our and the Processor’s sole discretion and possible grounds for termination and closure include but are not limited to (a) you are no longer eligible for Processor Services; (b) there are legal, credit, regulatory or other risks associated with your Processor Account; (c) you breach or violate this User Agreement, Payment Scheme Rules, PCI DSS, or any laws, regulations or rules that are applicable to you; and (d) there is a request from the Processor, Payment Scheme Owner, payment card issuer or any regulators or authorities to close your Processor Account.
    3. Without limiting the foregoing, we and the Processor may suspend your use of Processor Account or your access to your Processor Account if you breach or violate or are alleged to breach or violate this User Agreement, Payment Scheme Rules, PCI DSS, or any applicable laws, regulations or rules.
    4. The termination of this User Agreement does not release you from any obligation or liability which has already accrued as of the date of termination. We and the Processor may elect to continue to hold any funds of you pending resolution of any other terms or obligations under this User Agreement or the Processor Terms, including but not limited to refunds, chargebacks, fees, fines, or penalties.
    5. The termination of this User Agreement does not necessarily terminate your use of SHOPLINE Website Service.
    6. Section (Term and Termination), Section (Liabilities and Indemnification), Section (Governing Law and Dispute Resolution) and any other terms and provisions herein by their nature or otherwise reasonably should survive termination of this User Agreement shall survive any termination of this User Agreement.
  13. Liabilities and Indemnification
    1. You acknowledge that we have agreed to indemnify and hold the Processor harmless for some, and in some cases, all of your liabilities under the Processor Terms. Insofar as SHOPLINE becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms or Payment Scheme Rules, you agree to indemnify and hold SHOPLINE harmless from and against any and all such liabilities.
    2. You are fully responsible and will fully indemnify SHOPLINE for claims, fines and direct costs solely caused by any non-compliance by you with applicable laws, Scheme Rules, expressly including any fines imposed by the Scheme Owners or by regulatory authorities on the Processor as a result of such noncompliance.
    3. You acknowledge that there is no joint venture, amalgamation, agency, partnership or similar relationship between SHOPLINE and the Processor and your relationship with the Processor is primarily governed by the Processor Terms, which constitute a legally binding agreement between you and the Processor. In no event shall SHOPLINE be held liable for any breach of contract, default, act, omission or misconduct by the Processor, nor shall SHOPLINE in any way be held responsible for the availability, stability, quality and consistency of Processor Services. You hereby release, waive, and forever discharge SHOPLINE of and from any and all actions, causes of action, suits, losses and liabilities arising out of or relating to your use of Processor Services.

    4. SHOPLINE PROVIDES SHOPLINE CHECKOUT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPLINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SHOPLINE CHECKOUT. YOU EXPRESSLY AGREE THAT YOUR USE OF SHOPLINE CHECKOUT IS AT YOUR SOLE RISK. SHOPLINE DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION SHOPLINE CHECKOUT PROVIDES OR THAT IS PROVIDED THOUGH SHOPLINE CHECKOUT.

      IN NO EVENT SHALL A SHOPLINE ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT, SHOPLINE CHECKOUT OR PROCESSOR SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF SHOPLINE CHECKOUT OR PROCESSOR SERVICES. UNDER NO CIRCUMSTANCES WILL ANY SHOPLINE ENTITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF SHOPLINE CHECKOUT OR YOUR PROCESSOR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

      WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, SHOPLINE ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE SERVICE FEES PAID BY YOU TO SHOPLINE FOR USING SHOPLINE CHECKOUT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

      THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SHOPLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

      THE PROVISIONS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  14. Confidentiality
    1. “Confidential Information” includes, but is not be limited to, any and all information associated with a party’s business and is not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. SHOPLINE’s Confidential Information includes all information that you receive relating to us that is not known to the general public including information related to our security program and practices.
    2. Each party agrees to use the other party’s Confidential Information solely as required for performing its obligations under this User Agreement. Each party agrees that it will take all reasonable measures, at least substantially equivalent to the measures it takes to protect its own proprietary information, to prevent unauthorized disclosure or use of any such Confidential Information, other than (i) by or to its directors, officers, employees, agents, suppliers and sub-contractors on a strictly need-to-know basis for performing such party’s obligations hereunder, provided that the person to which such Confidential Information shall also be subject to confidentiality obligations equivalent to those hereunder; or (ii) as required under Payment Scheme Rules or by any law, regulation, or order of any competent court over the parties and the subject matter contained in this User Agreement, provided that, to the extent legally permissible, the receiving party will notify the disclosing party in writing as soon as possible and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information does not include any information that, as demonstrated by reasonable evidence of the receiving party: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, and without breaching any provisions of this User Agreement; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this User Agreement.
  15. Governing Law and Dispute Resolution
    1. The law governing the validity, construction and interpretation of this User Agreement and applying in any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be the law of Singapore.
    2. Unless otherwise agreed upon by you and us in writing, any dispute, controversy or claim arising out of or relating to this User Agreement, or the breach, termination or invalidity thereof shall be submitted to the exclusive jurisdiction of the courts of Singapore.
  16. Miscellaneous
    1. Notification. All notifications sent to you by us under this User Agreement may be delivered via a webpage announcement, in-application pop-up message, email, text message or post or through your SHOPLINE Dashboard. Such notifications shall be deemed to have been received by the recipient on the date sent. Notifications from you to us should be sent to the contact address, fax number, email address or other contact details officially announced or notified by us.
    2. Audit Right. We will have the right to perform audits and inspect your business premises or facilities upon reasonable advance written notice to verify your compliance with this User Agreement, Payment Scheme Rules, PCI DSS, and any applicable laws, regulations and rules. We may in our sole discretion appoint a third party to carry out such audit and inspection. If any breach or non-compliance is discovered or established from the audit or inspection, the costs and expenses of such audit or inspection shall be borne by you.
    3. Non-Waiver. Any failure by us to enforce or exercise any provision of this User Agreement, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in any provision of this User Agreement are reserved. We may provide you with notices, including those regarding changes to this User Agreement, by email (being the primary email linked to your account), regular mail, postings on SHOPLINE Website Service, or other reasonable means now known or developed in the future.
    4. Amendment. We reserve the right, in our discretion, to change, amend, to add or remove any provisions in this User Agreement ("Amendments"). We will notify you of the Amendments by email (being the primary email linked to your account) or by posting the updated User Agreement with the Amendments on SHOPLINE Website Service. You are advised to check this User Agreement from time to time for any Amendments that may impact you. By continuing the use of SHOPLINE Payments, you agree to be bound by the updated User Agreement with the Amendments. Unless otherwise specified, any Amendments will apply on the date on which the updated User Agreement with the Amendments are communicated to you or posted on SHOPLINE Website Service.
    5. Severability. If any provision of this User Agreement is found or determined to be invalid or unenforceable under any applicable law, including, but not limited to, the warranty disclaimers and liability limitations set out above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this User Agreement will continue in effect.
    6. Assignment. You may not assign or otherwise transfer any rights and obligations hereunder, without our prior written consent, which we may refuse in our sole discretion. Any attempted assignment without our prior written consent shall be deemed null and void. We may assign or transfer our rights and/or obligations under this User Agreement at any time without your consent by giving you a notice. We may effectuate such assignment or transfer by novation at our option.
    7. Force Majeure. Any delay or failure of either party to perform its obligations under this User Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such party’s reasonable control, without such party’s fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event”). An affected party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under this User Agreement. However, nothing in this section will affect or excuse your liabilities and obligations with respect to the payment of fees, chargebacks, refunds, claims, fines, penalties, reversals or unfulfilled products and services.
Appendix: Adyen Restricted and Prohibited and Services list
  1. Drugs, and tools specifically intended for the production of drugs, Drug paraphernalia Illegal Drugs, substances designed to mimic illegal drugs, and/or other psycho active products (e.g.,K2, salvia divinorum, nitrate inhalers, bath salts, synthetic cannabis, herbal smoking blends, herbal incense, and HCG/HGH-like substances)
  2. Products/services specifically offered or intended to be used to create drugs or grow ingredients for drugs (e.g. ‘grow shop’ products, seeds for cannabis plants, etc.)
  3. Prescription medicines and pharmaceuticals, including prescription medical devices
  4. Pyramid selling
  5. Escort agencies / massage parlors / sexual services.
  6. Timeshare and timeshare maintenance
  7. Independent financial advisers (IFA), Payday loans and unsecure loan/lines originating from non FDIC insured banks
  8. Counterfeit goods/replicas or those infringing on intellectual property rights, including those designed to infringe on such intellectual property (i.e., knock-offs, imitations, bootlegs)
  9. Trade of weapons, ammunitions, military arms, explosive devices and firearm parts
  10. Products/services that promote hate, violence, discrimination, terrorism, harassment or abuse
  11. Products designed to circumvent copyright protection techniques or to otherwise facilitate the unlicensed use of copyrighted materials (e.g. ‘mod-chips’ to break the encryption of game computers to enable the playing of unlicensed copies of games).
  12. Providing gambling services in jurisdictions where this is illegal or (where applicable) offering gambling services without a valid license to the relevant jurisdiction.
  13. Illegal products/services or any service providing peripheral support of illegal activities.
  14. Adult entertainment, websites & content (such as)
    • Adult book stores, video stores, toys
    • Any products on the internet containing graphic or nude content
    • Audio (phone sex and adult phone conversations)
    • Video (web-based sexually oriented video)
    • Companion/escort services or Dating services (sexually-oriented)
    • Fetish products o Membership, clubs, subscriptions
    • Prostitution
    • Gentleman’s clubs, topless bars, and strip clubs
  15. Fake references and other services/products that foster deception (including fake IDs and government documents)
  16. Mail order spouse and international match-making services
  17. Social media “click farms” (i.e., the sale of clicks/likes/reviews/endorsements on social media sites)
  18. Telemarketing companies involved with the following methods of operations:
    • Offering a free gift, prize, or sweepstakes/contest entry as an inducement to purchase their product or service
    • Inbound telemarketing companies that receive calls as the result of post cards or similar mailings (as opposed to catalogue or media advertising)
    • Selling products/services as an agent for a third party
  19. Merchants engaged in any form of deceptive marketing practice including but not limited to:
    • Hidden Disclosure
    • Bogus claims & endorsements
    • Pre-checked opt in boxes
    • Refund/Cancellation avoidance
    • Poorly disclosed negative options
    • Merchants offering substantial rebates or special incentives (e.g., free gift, prize, sweepstakes, or contest) as an inducement to purchase products/services
    • Negative response marketing techniques by any type of merchant (i.e., customer is automatically charged if they don’t return the merchandise at the end of a free trial period)
  20. Jammers or devices that are designed to block, jam or interfere with cellular and personal communication device/signals (e.g., GPS), Decryption and descrambler products including mod chips, Spy devices / services / software.
  21. Medical Marijuana including Marijuana dispensaries (and affiliated services)
  22. Modelling Agencies (adult and non-adult)
  23. Betting and gambling, including:
    • Legal gambling where the cardholder is not present when the bet is made as well as for direct purchase of wagers/chips via payment card
    • Lotteries, including online lotteries
    • Sports forecasting or odds making
    • Internet gambling
  24. Games of skill where participants receive cash or cash equivalents or prizes with/of material value. (e.g. electronics, travel, gift cards etc.)
  25. Fantasy sports leagues where participants receive cash or cash-equivalents or prizes with/of material value. (e.g. electronics, travel, gift cards etc.)
  26. Financial Services / Money Service Businesses, including:
    • Provider or seller of prepaid access/stored value*
    • Currency exchange or dealer
    • Quasi-cash
    • Cash advances (by non-financial institutions) o Issuer/seller/redeemer of money orders or traveller’s checks o Check cashers
    • Virtual currency or e-wallet or e-money that can be monetized, re-sold or converted to physical/digital goods/services or otherwise exit the virtual world
    • Money Transfer
    * Open-loop & Closed-loop prepaid access includes gift cards, phone cards, subway cards, college campus cards, game cards and other limited-use prepaid access devices when the value can exceed $2,000
  27. Third Party Payment Processors/Aggregators/Payment Service Companies (e.g., bill pay service, crowd funding, peer-to-peer payments, commissary accounts), Payment Facilitators, ISO's and other Internet Payment Service Providers (IPSP) / Member Service Providers (MSP) / Fulfillment houses, Shipping/forwarding brokers Auctions, Bidding fee auctions (a.k.a penny auctions)
  28. Paying fines or penalties of any kind
  29. Charities
  30. Security brokers & Investments of any kind, like purchase of securities, currencies, derivatives, commodities, shares, foreign currencies, options, other financial instruments or precious metals
  31. Private medical practices and e-doctors.
  32. Products or services related to political or social campaigning
  33. Car sales / importers and car advertising publications
  34. Multi Level Marketing
  35. Airlines (including airlines “nested” under another entity)
  36. Bail bonds
  37. Bankruptcy lawyers
  38. Business/Investment opportunities operating as “get rich quick schemes”(e.g., real estate purchase with No Money Down, government grants)
  39. Business service companies, such as payroll services, invoicing services and consumer services.
  40. Chain letters
  41. Collection agencies or firms involved in recovering/collecting past due receivables
  42. Credit repair/restoration or card protection (including identity theft protection)
  43. Cruise lines (including cruise lines ”nested” under another entity)
  44. Data pass (merchants up-selling or cross-selling products to other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties)
  45. Debt consolidation and mortgage reduction/consulting services
  46. Door-to-Door sales
  47. Embassy, Foreign Consulate, or Other Foreign Government
  48. Essay mills/paper mills (i.e., ghost writing services that sell essays, term papers, etc. with intent that the purchaser will submit documentation as their own)
  49. Extended warranties
  50. Merchants that have ransom-like or extortion-like basis for their business model (e.g., mugshot removal)
  51. Merchants utilizing tactics to evade Card Brand excessive chargeback monitoring programs
  52. Marketplaces
  53. Tobacco, including e-cigarette
  54. Cyber Lockers, Cloud Storage and File Sharing services
  55. Lifetime subscription (either service or product)
  56. Travel and holidays
  57. Ticket agencies
  58. Alcohol product & Businesses selling age or legally restricted products or services
  59. Contact lenses
  60. Pseudo pharmaceuticals / Nutraceuticals and food products or other digestible marketed via-unsubstantiated and/or unlawful health or medical claims (e.g., food supplements, vitamins, weight-loss, anti-aging, muscle-building, sexual-stimulant supplements, colon cleansers, detox products).
  61. Specific cosmetic products that claim extreme results (Anti-wrinkle, Skin Repair etcetera)
  62. Services associated with pseudo-science (e.g., clairvoyance, horoscopes, fortune telling, etc.)

( Last updated on: January 24, 2025 )