1. INTRODUCTION
1.1 The following terms and conditions apply to Merchant’s provision of the E-Vouchers (as defined herein). This Terms of Service (“Terms of Service”) is a contract between the Merchant and ShopeePay Philippines, Inc. (“ShopeePay”) and it governs the Merchant’s provision of all E-Vouchers. The following Terms of Service should be read carefully so that the Merchant is aware of its legal rights and obligations with respect to ShopeePay, its affiliates and subsidiaries (individually and collectively, “Company”, “we”, “us” or “our”). BY MERCHANT’S SUBMISSION OF THE E-VOUCHER VENDOR INFORMATION SHEET OR THE MERCHANT”S CONTINUED PROVISION OF THE E-VOUCHERS, THE MERCHANT SIGNIFIES ITS IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE, AS MAY BE AMENDED. To the extent not prohibited by existing local law and regulations, ShopeePay reserves the right to modify these Terms of Service. The Merchant will be given notice of any changes at least thirty (30) days or as may be required by the Bangko Sentral ng Pilipinas prior to the effective date, unless otherwise agreed upon between ShopeePay and the Merchant.
2. INTERPRETATION
In this Terms of Service, the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:
“Added Services” means such other services, such as advertising services, that ShopeePay may offer to the Merchant at its sole and absolute discretion.
“Added Services Fee” means the applicable fees for the Added Services as agreed between ShopeePay and the Merchant from time to time. The Added Services Fee is inclusive of value-added tax.
“Added Services Tax Amount” means any taxes other than value-added tax that may be imposed on the Added Services Fee under applicable law.
“BSP” refers to the Bangko Sentral ng Pilipinas.
“Digital Services” refers to digital goods and services, including E-Vouchers, bill payment and telco top-up services, that can be accessed electronically and does not require shipping or physical delivery.
“E-Vouchers” is a type of Digital Service that allows the User to avail of goods or services via e-vouchers that are delivered and stored electronically. The e-vouchers are directly credited into the User’s account and may be redeemed with the Merchant either online or offline.
“E-Vouchers Transaction Fee” means the percentage of the User’s Purchase Monies as indicated in the E-Voucher Vendor Information Sheet, rounded to the nearest Philippine Peso. The E-Vouchers Transaction Fee is inclusive of value-added tax.
“E-Vouchers Tax Amount” means any taxes other than value-added tax that may be imposed on the E-Vouchers Transaction Fee under applicable law.
“E-Voucher Vendor Information Sheet” means the registration form completed and signed by Merchant to allow it to offer Digital Services on the Shopee Platform.
“Merchant” refers to the entity that wishes to partner with ShopeePay for the offering of Digital Services in the form of E-Vouchers in the Shopee Platform.
“Net Sale Proceeds” means the User’s Purchase Monies less the E-Vouchers Transaction Fee, E-Vouchers Tax Amount, Added Services Fees and Added Services Tax Amount, and withholding tax.
“Onboarding Form” means the form accomplished by the Merchant containing their product and store information including pricing mechanics, utilized by ShopeePay as reference in setting up the Merchant’s store.
“Purchase Monies” means the price of the E-Vouchers as determined by the Merchant and listed on posted in the Shopee Platform and owing to the Merchant following the sale of such E-Voucher.
“Reversal Amount” means the full amount of a payment that is subsequently reversed for any reason, including any fees deducted from such payment, for which the Merchant remains liable to ShopeePay.
“Shopee Platform” means the e-commerce platform operated by Shopee Philippines, Inc., available at https://shopee.ph/, which may be accessible through desktop website, mobile website, or iOS and Android based-application.
“Users” refers to the customers/end-users of the Shopee Platform who avail of Digital Services.
3. E-VOUCHERS
3.1 The Merchant agrees to work in strategic partnership with ShopeePay to allow Users access to the E-Vouchers on the Shopee Platform, and to allow the connection and integration of systems and platforms as may be necessary, to allow functionalities required to offer and carry out the provision of the E-Vouchers by the Merchant, including, but not limited to enabling purchases, subscriptions, order taking, requesting processing and making payments, through the Shopee Platform.
3.2 The Merchant agrees and understands that the provision of the E-Vouchers shall be limited to what is indicated in the E-Voucher Vendor Information Sheet and Onboarding Form duly submitted to ShopeePay, and as may be allowed by ShopeePay from time to time.
3.3 E-Vouchers with the following characteristics are STRICTLY prohibited, and the Merchants who offer such E-Vouchers may be banned:
3.3.1 those which are redeemable, activated, or credited via third party mobile applications under these categories:
a. In-game items;
b. Streaming subscriptions;
c. Digital memberships;
d. Digital content (ebooks, music, video); or
e. App features or credits
3.3.2 those whereby Users receive instant access (e.g., subscription or premium account) or instant credit (e.g., in-game credits or items) right after payment;
3.3.3 those that are part of third party mobile applications and require payment to be made using the billing systems of their respective native mobile app store (e.g., Apple App Store, Google Play Store); or
3.3.4 those which violate ShopeePay’s prohibited items policy, as may be amended from time to time.
4. MERCHANT’S RESPONSIBILITIES
4.1 The Merchant shall properly manage the E-Voucher listings and ensure that relevant information such as the price, inventory amount and other details of the E-Vouchers are provided to the Users. The Merchant shall not post inaccurate or misleading information.
4.2 The price of the E-Vouchers will be determined by the Merchant at its own discretion. The price of the E-Voucher shall include the entire amount to be charged to the User including any applicable taxes, and the Merchant shall not charge the User such amount additionally and separately. The Merchant shall be liable for any taxes imposed on it arising from its sale of the E-Vouchers.
4.3 The Merchant agrees that the E-Vouchers may be included in the promotional activities within the Shopee Platform to promote transactions between the Merchant and the User by reducing, discounting or refunding fees, or in any other ways. The final price that the User will pay will be the price with this adjustment applied to it.
4.4 For purposes of promoting the E-Vouchers, Merchant consents to ShopeePay publishing or causing to publish various articles or posts about E-Vouchers (with adjusted price as mentioned in the previous section) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign).
4.5 The Merchant agrees to provide or transmit the E-Vouchers in a secure manner to ShopeePay and notify ShopeePay of the corresponding security or authentication codes to allow ShopeePay be able to upload the E-Vouchers in the Shopee Platform, following the process that may be separately determined between the Merchant and ShopeePay from time to time to ensure the validity of the E-Vouchers.
4.6 At any time, for the purpose of complying with applicable law, Merchant shall provide ShopeePay with such information as ShopeePay may request, including information about Merchant’s business. Merchant shall inform ShopeePay in writing of any material changes to its business including ownership or management, business model, the goods and/or services, shop name, address, website or payment method, no later than thirty (30) days prior to such changes. Such change shall be effective only when received and agreed by ShopeePay. Merchant shall indemnify ShopeePay against all losses, liabilities, costs and expenses (including full reimbursement of any legal and professional costs) arising out of the Merchant’s failure to notify ShopeePay of such changes.
4.7 Merchant acknowledges and agrees that:
4.7.1 ShopeePay operates solely as a payment intermediary and: (i) under no circumstances acts as a seller, purchaser, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Digital Services; and (ii) makes no representations or warranties and does not ensure the quality, safety and/or legality of any E-Vouchers. ShopeePay does not guarantee the identity of any Users or ensure that a User will complete a transaction;
4.7.2 any dispute arising out of any E-Vouchers is solely between the Merchant and the User. The Merchant shall be solely responsible for any transaction relating to the E-Vouchers. ShopeePay shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the E-Vouchers. ShopeePay may, on a case by case basis at its sole and absolute discretion and at the User’s own costs and expense, facilitate the User to request from the Merchant any refund paid for the goods and/or services by the User. For any refund request raised by the User to the Merchant in respect of any transaction, the Merchant shall have ninety (90) calendar days from the date of the given transaction to inform ShopeePay of the result of the refund request. Upon receipt of the Merchant’s refund request with its applicable documentation acceptable to ShopeePay, ShopeePay shall process such refund request within five (5) working days.
4.7.3 ShopeePay’s services only facilitate the execution of payments from a User to Merchant for the purchase of Digital Services. Any payment monies collected from the User and received by ShopeePay shall be settled and transferred into the nominated account of the Merchant in accordance with Sec. 5 below within a fixed timeframe on a daily, weekly, biweekly or monthly basis, as agreed by the Parties after deduction of any fees due to ShopeePay including any applicable taxes and/or duties. ShopeePay agrees to be responsible for any costs, expenses, fees and/or bank charges applicable to the settlement and transfer.
4.7.4 Merchant is aware that the receipt of a payment into its nominated account does not amount to the receipt of cleared funds. In the event of a payment reversal, ShopeePay is entitled to debit in the next immediate settlement the Reversal Amount and any applicable third party chargeback or reversal fee from the amounts due to be transferred to the nominated account of the Merchant. If ShopeePay is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the next immediate settlement, ShopeePay shall be entitled to deduct from the amounts to be transferred to the nominated account of the Merchant in the succeeding settlements until the amount is fully recovered by ShopeePay. With prior notice to ShopeePay, the Merchant also has the option to deposit the Reversal Amount, or the applicable chargeback or reversal fee, or any part thereof, to ShopeePay’s nominated bank account. Failure to do so is a breach of these Terms of Service. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice.
4.8 Merchant shall cooperate with ShopeePay at Merchant’s cost to investigate any security breach, cybersecurity incident, or other suspicious, illegal, fraudulent or improper activity related to any transactions.
5. DISBURSEMENT OF E-VOUCHERS SALES PROCEEDS
5.1 ShopeePay shall credit the Net Sale Proceeds for all E-Vouchers availed by the User within one (1) banking day from the date of the transaction. The disbursement shall be transferred directly to the nominated account of the Merchant. A daily payout report may be made available upon request by the Merchant after disbursement, reflecting the Merchant’s Net Sale Proceeds along with the E-Vouchers Transaction Fee, E-Vouchers Tax Amount, (if applicable) Added Service Fees and Added Services Tax Amount per cut-off, and (if applicable) withholding tax per cut-off.
5.2 The Merchant must ensure that his/her nominated account is at all times under the registered name of the Merchant appearing in its Certificate of Registration with the Bureau of Internal Revenue (BIR) or other relevant tax authority (for foreign sellers) in compliance with applicable laws. To verify if this requirement applies to you, you may refer to this this circular from the BIR.
5.3 If ShopeePay deducted withholding tax from the Purchase Monies in determining Net Sale Proceeds, ShopeePay will issue to the Merchant a Certificate of Creditable Tax Withheld at Source (BIR Form No. 2307) in accordance with applicable law. For more information on the applicable withholding tax to be deducted from your Purchase Monies, if any, and how you could claim your Certificate of Creditable Tax Withheld at Source (BIR Form No. 2307) from ShopeePay, you may refer to this link.
5.4 ShopeePay reserves the right to hold or deduct reported fraudulent transactions from the Merchant’s Net Sale Proceeds. Merchant shall have thirty (30) calendar days to raise any disputes via email. For the avoidance of doubt, the settlement of any disputes shall be determined solely by ShopeePay, and Merchant agrees that such determination shall be binding on Merchant.
Dispute handling shall be conducted in accordance with the following timelines and process:
(a) The Merchant shall submit all supporting details and documentation upon raising the dispute within the thirty (30)-day period;
(b) ShopeePay shall complete its investigation and provide its findings within five (5) banking days from receipt of the complete dispute information;
(c) The Parties shall cooperate in good faith to validate the transaction, including the exchange of relevant records, system logs, and supporting documents;
(d) If the dispute is found to be valid, the Party at fault shall remit or refund the disputed amount within two (2) banking days from confirmation of such determination;
(e) If the transaction is determined to be valid, ShopeePay may proceed with settlement or maintain the deduction, as applicable.
5.5 Notwithstanding the above provisions, ShopeePay reserves the right to hold any funds in compliance with the rules and regulations on anti-money laundering, or any directive to hold the funds as may be issued by the Anti-Money Laundering Council, the Court of Appeals or any other governmental or regulatory authority.
6. E-VOUCHERS TRANSACTION FEES AND OTHER FEES
6.1 ShopeePay shall charge the Merchant the E-Vouchers Transaction Fee for each successful availment of E-Vouchers completed on the the Shopee Platform.
6.2 Within five (5) banking days of each month, ShopeePay shall (a) issue an invoice to the Merchant for the E-Vouchers Transaction Fee and E-Vouchers Tax Amount, and (if applicable) the Added Services Fees and Added Services Tax Amount, for the E-Vouchers sold in the preceding month , and (b) pay the Merchant the Net Sale Proceeds for all the E-Vouchers sold in the preceding month.
6.3 If the Merchant shall withhold any taxes, the Merchant shall provide ShopeePay a Certificate of Creditable Tax Withheld at Source (BIR Form No. 2307) in accordance with applicable law upon ShopeePay’s issuance of the official receipt.
7. PRIVACY
7.1 Your privacy is very important to us. To better protect your rights and in accordance with the provisions of the Data Privacy Act of 2012, we have provided ShopeePay’s Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how we collect and use the information associated with your use of the Digital Services. By using the Digital Services or agreeing to these Terms of Service, you consent to our collection, use, disclosure and/or processing of your personal data as described in the Privacy Policy.
7.2 Merchants in possession of a User’s personal data must (i) comply with all applicable personal data protection laws; (ii) allow the User to remove him/herself from the Merchant’s database; and (iii) allow the User to review what information have been collected about them by the Merchant.
8. SUSPENSION AND TERMINATION
8.1 ShopeePay reserves the right to suspend, at any time and at its sole discretion, the Merchant’s provision of any E-Vouchers in any of the following circumstances:
8.1.1 where ShopeePay believes it is necessary or desirable to protect the security of the Merchant or ShopeePay;
8.1.2 if any transactions are made which ShopeePay in its sole discretion deems to be (i) made in breach hereof or in breach of the security requirements of ShopeePay; or (ii) suspicious, unauthorized or fraudulent, including but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;
8.1.3 upon the insolvency, liquidation, winding up, bankruptcy, entrance into receivership or dissolution of Merchant, or where ShopeePay considers that there is a reasonable likelihood for any of the foregoing to occur;
8.1.4 if the the E-Vouchers fall outside of the agreed business activities of Merchant, or where Merchant fails to provide the E-Vouchers;
8.1.5 in connection with ShopeePay’s compliance with any applicable laws and regulations;
8.1.6 if ShopeePay receives a request from a government regulator to suspend the Merchant’s provision of E-Vouchers and/or the E-Vouchers based on applicable law; or
8.1.7 if Merchant fails to submit any documents or information required by ShopeePay.
8.2 ShopeePay may terminate the Merchant’s provision of E-Vouchers immediately:
8.2.1 if Merchant files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefits of its creditors, or a receiver is appointed for Merchant or its business, or Merchant goes into liquidation either voluntarily (otherwise than for reconstruction or merger) or compulsorily;
8.2.2 upon the occurrence of a material breach of these Terms of Service by Merchant or if such breach is capable of remedy, is not remedied within the time specified by ShopeePay;
8.2.3 Merchant violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority;
8.2.4 if Merchant fails to submit any documents or information required by ShopeePay;
8.2.5 if, after ShopeePay's own assessment Merchant is reasonably believed to be involved in any fraudulent or illegal activity; or
8.2.6 if ShopeePay receives a request from a government regulator to terminate this Terms of Service t based on applicable law.
8.3 ShopeePay may terminate the Merchant’s provision of E-Vouchers for any reason and without cause by providing at least thirty (30) days’ prior written notice to the Merchant.
9. OTHER PROVISIONS
9.1 Merchant shall fully indemnify and hold ShopeePay, its parents, subsidiaries, affiliates, suppliers and agents and their respective officers, directors and employees (the “Indemnified Party”), harmless from any loss, liability, costs and expenses (including full reimbursement of any legal and professional costs) which the Indemnified Party suffers or incurs as a result of, or in connection with: (i) any claim made or threatened by a third party relating to any E-Vouchers; (ii) any breach of these Terms of Service and/or use of the E-Vouchers by Merchant; and/or (iii)the gross negligence, fraudulent or willful misconduct of Merchant.
9.2 If the Merchant has any complaints, feedback or believes there is a violation of these Terms of Service, or if the Merchant has any questions or concerns about these Terms of Service or any issues raised in these Terms of Service, please contact us via our Customer Service channels:
9.2.1 through internet call under the Help Center within the Shopee App
9.2.2 through chat under the Help Center within the Shopee App;
9.2.3 through email at sppcustomerservice.ph@shopee.com for general customer support; or
9.2.4 through email at sppfraud@shopee.com for fraud-related concerns.
ShopeePay shall use commercially reasonable efforts to respond within a period of seven (7) to forty-five (45) calendar days, depending on the nature and complexity of the inquiry or complaint.
ShopeePay Philippines, Inc. is regulated by the Bangko Sentral ng Pilipinas. https://www.bsp.gov.ph