Please read these ShopeeFood Merchant General Terms and Conditions (these “Merchant General Terms and Conditions”) carefully.
1. Definitions and Interpretation
1.1 The following terms, when used in the Agreement (defined below), including these Merchant General Terms and Conditions, or any document referred to therein and herein, shall have the following meaning, unless otherwise specifically defined therein or herein:
“Affiliate” means, with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with, that entity, where “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that entity, whether by way of ownership of more than 50% of its voting or equity securities or assets, or by way of contract, management agreement, voting trust, or otherwise; provided that the term “Affiliates” shall include any variable interest entity regardless of whether any variable interest entity may be, or required to be, consolidated with that entity under generally accepted accounting principles;
“Agreement” means the ShopeeFood Merchant Registration Form to which these Merchant General Terms and Conditions is attached, together with all schedules, exhibits, appendices, and other attachments thereto, as amended, supplemented, or varied from time to time;
“Applicable Law” means, with respect to any person, any and all: (a) laws, ordinances, or regulations; (b) codes, standards, rules, requirements, orders, and criteria issued under any laws, ordinances, or regulations; (c) rules of any securities exchange or equivalent; and (d) any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any governmental authority, in each case applicable to such person or its business or properties;
“ShopeeFood Merchant Registration Form” means the Application for Participation in the ShopeeFood Partners Program;
“Business Day” means any day other than a Saturday, a Sunday, or a public holiday in the Philippines;
“Contributions” has the meaning ascribed to it in Clause 6 of these Merchant General Terms and Conditions;
“Customer” means any person using the ShopeeFood Platform to order Products from the Merchant;
“Customer Account” means the Customer’s registered account(s) on the Shopee Platform;
“Delivery Partner” means the party conducting delivery of the Products ordered by the Customers through the ShopeeFood Platform;
“Effective Date” means the date on which ShopeeFood approves the ShopeeFood Merchant Registration Form submitted by Merchant, as such approval is notified to Merchant;
“Merchant” means a merchant whose ShopeeFood Merchant Registration Form has been approved by ShopeeFood, or who otherwise participates in ShopeeFood to receive the ShopeeFood Services;
“Merchant Account” means the Merchant’s registered account(s) on the ShopeeFood Merchant Partner application;
“Merchant Outlet” means a restaurant or other place of business that is owned, operated, or managed by Merchant and that is registered with, ShopeeFood, or otherwise listed or activated on, the ShopeeFood Platform to enable the ShopeeFood Services, as such outlets may be added, amended, or removed from time to time by Merchant subject to Shopee's approval;
“Merchant Particulars” means the Merchant’s details set out in the Agreement or as otherwise provided by Merchant to ShopeeFood through the ShopeeFood Platform, as may be updated from time to time;
“Merchant SOP” means the Standard Operating Procedures for the Use of ShopeeFood Services for Merchants, accessible at our help center (article link to follow), as may be amended by ShopeeFood from time to time in its sole discretion upon notice to Merchant, with the Merchant's continued use of the ShopeeFood Services following such notice constituting acceptance of the amendment;
“Merchant Balance” means the record maintained by ShopeeFood of Transaction Funds due to the Merchant from completed Transactions, which funds are collected and processed on the Merchant’s behalf by the Payment Processor, and held pending settlement to the Merchant’s designated bank account, in accordance with the settlement terms set out in the Agreement;
“Net Sales” means the total price of the Products in the Transaction excluding: (a) any taxes (including, but not limited to, value-added tax and percentage tax); (b) any discounts, vouchers, or promotions funded by Merchant on the ShopeeFood Platform; (c) any discounts required under applicable law (including senior citizen and persons with disability discounts), to the extent borne by the Merchant; and (d) the Merchant’s service charge, the Merchant’s surcharge, and other fees (if any and as applicable), in each case as recorded on ShopeeFood’s or its affiliates’ system;
“Order” means the order of the Products made by the Customers on the ShopeeFood Platform;
“Parties” means, collectively, Shopee and the Merchant and “Party” means either one of them;
“Payment Processor” means the payment service provider engaged by ShopeeFood (which may be an Affiliate of ShopeeFood) to collect, hold, process, and disburse Transaction Funds on the Merchant’s behalf in connection with the ShopeeFood Services;
“Products” means the food, beverages, over-the-counter medication and/or non-consumable fast moving consumer goods sold by the Merchant through the ShopeeFood Platform;
“Service Fee” has the meaning ascribed to in Clause 7.1 of these Merchant General Terms and Conditions;
“Shopee Platform” means the e-commerce platform accessible through mobile application or website (www.shopee.ph), operated by Shopee Philippines Inc., an Affiliate of ShopeeFood;
“ShopeeFood Platform” means the Product order and delivery platform operated by ShopeeFood on the Shopee Platform for the provision of the ShopeeFood Services;
“ShopeeFood Services” means the services provided by ShopeeFood through the ShopeeFood Platform, including the listing of Products, facilitation of Customers’ Orders, arrangement of delivery through Delivery Partners or such other method as ShopeeFood may determine and facilitation of payment and settlement, together with any related or ancillary services;
“Transaction” means an order placed by a Customer for Products from the Merchant through the ShopeeFood Platform, including payment therefor; and
“Transaction Funds” means the total amount paid by the Customers for a Transaction through the ShopeeFood Services on the ShopeeFood Platform or through such other payment methods as ShopeeFood may make available, including cash on delivery.
1.2 In the Agreement (including these Merchant General Terms and Conditions):
(a) a reference to a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Agreement and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced;
(b) a reference to “written” or “in writing” includes any means of visible reproduction, including electronic mail, electronic documents, and communications through the ShopeeFood Platform;
(c) a reference to “including” shall be interpreted to mean “including, without limitation”;
(d) a reference to a “Clause” or “Schedule” is to a clause of, or a schedule to, these Merchant General Terms and Conditions (unless the context otherwise requires); and
(e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing a specific gender shall include every gender; and references to a person include any individual, corporation, partnership, or other juridical entity;
1.3 The headings in the Agreement (including these Merchant General Terms and Conditions) are inserted for convenience only and shall not affect the construction and interpretation of the Agreement.
2. Scope
The Agreement, of which these Merchant General Terms and Conditions form part, contains the terms for the provision of the ShopeeFood Services.
3. Term
The Agreement shall take effect on the Effective Date and continue in full force and effect for an initial term of twelve (12) months, and shall be automatically renewed for succeeding terms of twelve (12) months each, unless either Party gives written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current term, without prejudice to the Parties’ termination rights in the Agreement.
4. Description of ShopeeFood Services
4.1 Merchant acknowledges and agrees that the ShopeeFood Services provided by ShopeeFood are limited to: (a) referring Customers to the Merchant; and (b) as an intermediary between the Customer and the Merchant, (i) accepting Orders and, through the Payment Processor, receiving payments from Customers on the Merchant’s behalf, and (ii) communicating Orders and, through the Payment Processor, disbursing payments from Customers to the Merchant. ShopeeFood may, in its sole discretion, modify or suspend the ShopeeFood Services in whole or in part from time to time without prior notice only where reasonably necessary on the grounds set out in Clause 4.8 or to comply with Applicable Law or to protect the security or integrity of the ShopeeFood Platform, in which case ShopeeFood shall notify the Merchant as soon as reasonably practicable.
4.2 ShopeeFood shall present on the ShopeeFood Platform the range of Products offered by the Merchant, to the extent that such Products have been communicated to ShopeeFood and meet the criteria determined by ShopeeFood, in its sole discretion, and notified to the Merchant.
4.3 The Merchant shall provide ShopeeFood with all information necessary for ShopeeFood to present the Product offerings on the ShopeeFood Platform, including menus, Products, availability of Products at each Merchant Outlet, operating hours and location of each Merchant Outlet, logo, images, prices, and company identity as required by ShopeeFood (“Necessary Information”). If the Merchant fails to provide ShopeeFood with any Necessary Information, ShopeeFood shall be entitled to use information obtained from publicly available sources or from Shopee's or its Affiliates' own records to present the Product offerings, provided that the Merchant may at any time require the correction, replacement, or removal of such information and ShopeeFood shall implement such request within a reasonable time. Changes to the Necessary Information that the Merchant is able to effect directly through the ShopeeFood Platform (including price and Product availability) shall take effect in accordance with the functionality of the ShopeeFood Platform. Changes requiring action by ShopeeFood must be communicated by the Merchant at least seven (7) Business Days before the changes are intended to take effect.
4.4 The Merchant shall verify the information published by ShopeeFood on an ongoing basis, and shall notify ShopeeFood promptly, and in any event within one (1) hour, of discovering any mistake or inaccuracy. For the avoidance of doubt, the Merchant’s menu, Products, logo, images, prices, company identity and other relevant information of the Merchant may be published on the ShopeeFood Platform and other media (including, but not limited to, X (formerly Twitter), Meta platforms such as Facebook and Instagram, and Google Ads campaigns), in accordance with the license granted by the Merchant under the Agreement and the Applicable Law.
4.5 The Merchant acknowledges and agrees that ShopeeFood does not provide transportation services, act as a transportation provider, courier, postal services provider, delivery services provider, or supplier of food and beverages, and, except as expressly set out in the Agreement, does not act as the agent of any party. To the fullest extent permitted by the Applicable Law, ShopeeFood makes no representations or warranties as to, and does not ensure, the quality, safety, or legality of any Products, does not guarantee the identity of any Customer, and does not ensure that a Customer will complete a Transaction.
4.6 The Merchant acknowledges and agrees that the contract for the sale of the Products is directly between the Merchant and the Customer, and ShopeeFood is not a party to such contract. To the fullest extent permitted by Applicable Law, ShopeeFood accepts no responsibility, liability, or obligation in connection with any such contract, and any dispute arising out of any Product shall be resolved between the Merchant and the relevant Customer.
4.7 The Merchant shall be responsible for the handling and settlement of any refund and/or claim, including, but not limited to, chargebacks, arising from a Transaction. ShopeeFood may assist the Merchant in refund and/or claim settlement procedures. The Merchant further agrees that ShopeeFood may, at its sole and absolute discretion, refund the Transaction Funds (or any part thereof) to the Customer without the prior approval of the Merchant, in accordance with ShopeeFood's published refund policy accessible at our website (article link to follow), and that any amount so refunded that is attributable to the Merchant may be deducted from the Transaction Funds due to the Merchant, offset against the Merchant Balance, or otherwise recovered from the Merchant. Where a Transaction is cancelled or refunded in whole or in part, the corresponding Net Sales and Service Fee shall be recomputed or reversed accordingly.
4.8 ShopeeFood reserves the right to suspend a specific Transaction, a Customer Account, the Merchant Balance, and/or the ShopeeFood Services if ShopeeFood reasonably believes that any of the following circumstances has occurred:
(a) suspension is necessary or desirable to protect the security of the Customer Account, the Merchant Balance, or the ShopeeFood Services;
(b) a Transaction (i) is made in breach of the terms Agreement or of the security requirements of the Customer Account, the Merchant Balance, or the ShopeeFood Services; or (ii) is a suspicious, unauthorized, or fraudulent Transaction including, without limitation, one related to money laundering, terrorism financing, fraud, or other illicit activities;
(c) a Transaction is for the sale of goods and/or services falling outside the agreed Products or business activities of the Merchant, or deemed to be contrary to the Applicable Law;
(d) the Merchant engages in prohibited activities as specified in the Merchant SOP or any other policies of ShopeeFood, or in violation of Applicable Law; or
(e) suspension is otherwise required in connection with compliance by Shopee or its Affiliates with Applicable Law.
4.9 ShopeeFood may, at its sole discretion, provide periodic education to the Merchant on the developments in the ShopeeFood Services, including any changes or additions to the features of the ShopeeFood Services.
4.10 ShopeeFood reserves the right to deduct the Service Fee to which ShopeeFood is entitled and the Contributions (if any) from the Transactions Funds for the provision of the ShopeeFood Services through the ShopeeFood Platform, in accordance with the Agreement.
4.11 If ShopeeFood or its Affiliates provide any equipment, including, but not limited to, an Electronic Data Capture (EDC) terminal, to the Merchant in connection with the provision of the ShopeeFood Services (a “Device”): (a) the Device shall at all times remain the property of ShopeeFood or the relevant Affiliate; (b) the Merchant shall be responsible for the safekeeping and proper use of the Device while in its possession and shall bear the cost of repair or replacement in case of loss or damage attributable to the Merchant, fair wear and tear excepted; and (c) the Merchant shall return the Device to ShopeeFood in good condition upon the termination or expiration of the ShopeeFood Services or upon ShopeeFood’s request. Further details on the use of, technical and operational support for, and issue resolution relating to the Device may be set out by ShopeeFood in the Merchant SOP and/or published by ShopeeFood or its Afffiliates (as appropriate) in the ShopeeFood Platform or elsewhere as determined by ShopeeFood or the relevant Affiliate in its sole discretion and notified to the Merchant, which shall apply and bind the Parties.
4.12 ShopeeFood shall provide customer-facing support for Orders placed through the ShopeeFood Platform, communicate Order details to the Merchant insofar as practicable, forward relevant Customer complaints to the Merchant for review, and notify the Customer as soon as practicable if the Merchant is unable to fulfill an Order.
5. Obligations
5.1 The Merchant shall register as a merchant using the ShopeeFood Merchant Registration Form or in any other manner to be determined by ShopeeFood. The Merchant shall integrate the ShopeeFood Services into each Merchant Outlet and operate the same in accordance with the Merchant SOP and ShopeeFood’s other instructions and policies (as may be amended and notified to the Merchant from time to time).
5.2 The Merchant shall not permit any Transaction involving any Products or items that are prohibited or restricted under the Applicable Law or ShopeeFood’s policies.
5.3 The Merchant shall retain records relating to each Transaction for at least ten (10) years from the date of such Transaction, or such longer period and in such manner as may be required under Applicable Law.
5.4 The Merchant shall conduct its business and operate each Merchant Outlet in compliance with Applicable Law and shall ensure that its business activities are not prohibited under any Applicable Laws.
5.5 The Merchant shall, upon accepting an Order, commence preparation promptly and ensure that the Order is ready by the estimated ready-for-collection time indicated on the ShopeeFood Platform.
5.6 The Merchant shall at all times hold all licenses, permits, and registrations required to conduct the Merchant’s business and operate each Merchant Outlet, including business and mayor's permits, sanitary permits, Bureau of Internal Revenue-registration, and, where applicable to the Merchant's Products, licenses issued by the Food and Drug Administration. If the Merchant becomes aware of any violation of Applicable Law in connection with its business, or its business is found by a competent authority to be in violation of Applicable Law, the Merchant shall notify ShopeeFood promptly, and in any event within twenty-four (24) hours of becoming aware or receiving the relevant notification.
5.7 The Merchant represents and warrants to ShopeeFood, on a continuing basis, that:
(a) to its knowledge, it is not receiving funds in connection with any illegal, fraudulent, deceptive, or manipulative act or practice, and it is not sending or receiving funds to or from an illegal source. To the extent the Merchant becomes aware of any such transaction, the Merchant shall notify ShopeeFood immediately so that ShopeeFood may suspend the relevant Transaction, the relevant Customer Account(s), and/or the Merchant Balance;
(b) the information published on ShopeeFood Platform relating to the Product offerings satisfies all legal requirements, including all information relevant to the protection and welfare of Customers and all Applicable Laws relating to the sale of food;
(c) the information provided by the Merchant to ShopeeFood is current and accurate and does not violate any third party’s intellectual property rights;
(d) the Products provided, prepared, and sold to the Customers are of merchantable quality and safe for consumption, and comply and will comply with all relevant health, retail, restaurant, and food safety requirements under Applicable Law;
(e) the storage, production, and preparation of the Products comply and will comply with all relevant health, retail, restaurant, and food safety requirements under Applicable Law and meet the quality standards and criteria set by ShopeeFood;
(f) it possesses all licenses required under Applicable Law, and there are no ongoing criminal or insolvency proceedings or tax proceedings or outstanding penalties that would materially affect the Merchant’s ability to perform its obligations under the Agreement;
(g) it will not request data and/or information from Customers or any other party, through any means, on behalf of ShopeeFood and/or its Affiliates without the prior written approval of Shopee and/or the relevant Affiliate; and
(h) it shall adhere to all ShopeeFood policies published from time to time.
5.8 In the event any of the Products is spoiled or defective, or causes food poisoning, allergic reaction, or other harm to any Customer, the Merchant shall be fully responsible and legally liable for such incident, and shall release and indemnify ShopeeFood in accordance with the Agreement from and against any claims, damages, or losses relating to such matter.
5.9 Neither the Merchant nor any director or officer of the Merchant is an individual or entity (“Person”) that is or is owned or controlled by a Person that is, currently the subject of any sanctions administered or enforced by the Philippine government ((including the Anti-Money Laundering Council), the United Nations Security Council, the U.S. Department of the Treasury's Office of Foreign Assets Control, the European Union, or any other relevant sanctions authority (collectively, “Sanctions”), nor located, organized, or resident in a country or territory that is currently the subject of Sanctions. The Merchant shall not use the ShopeeFood Services in any manner that would result in a violation of Sanctions by any party. The Merchant and its Affiliates have not knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
5.10 The Merchant agrees that it and its Affiliates shall conduct business in compliance with Applicable Laws relating to anti-corruption, and shall not take any action, directly or indirectly, that would result in a violation of such laws, including, but not limited to, providing, offering, or promising, directly or indirectly, anything of value to any governmental authority or government official in breach of such laws. The operations of the Merchant and its Affiliates shall at all times be in compliance, in all material respects, with Applicable Laws relating to anti-money laundering and financial recordkeeping and reporting requirements.
5.11 The Merchant shall not: (a) decode or reverse engineer any system of ShopeeFood, its Affiliates, or the ShopeeFood Platform’s system; (b) perform any actions that may cause damages and/or disruptions to Shopee or ShopeeFood Platform; (b) perform any act that may cause damage and/or disruption to any system of ShopeeFood, its Affiliates, or the ShopeeFood Platform; or (c) perform any act aimed at duplicating, replicating, or misappropriating or extracting without authorization the information and/or data of the ShopeeFood Services, ShopeeFood, its Affiliates, or the Customers.
5.12 The Merchant agrees to participate in promotional and marketing activities for the ShopeeFood Services organized and funded entirely by ShopeeFood (“Promotions”), which shall not require any Contribution from the Merchant. Promotions involving co-funding by the Merchant ("Campaigns") shall be governed by Clause 6 and shall require the Merchant’s opt-in. The Merchant shall participate in a Campaign only where ShopeeFood has received the Merchant's completed opt-in, through the process notified by ShopeeFood, prior to the commencement of that Campaign, and a Contribution shall be payable only in respect of Campaigns for which such opt-in has been received. The Merchant may withdraw its opt-in before the relevant Campaign commences, in accordance with the withdrawal procedure as may be notified by ShopeeFood to the Merchant from time to time, and such withdrawal shall be effective upon ShopeeFood's receipt.
5.13 The Merchant shall keep confidential all identifications, passwords, personal identification numbers (PINs), and other credentials used to access its Merchant Account and the Merchant Balance. The Merchant shall be responsible for all activities and uses occurring under its Merchant Account and the Merchant Balance even if such activities or uses were not committed by the Merchant. ShopeeFood shall not be liable for any loss or damage arising from unauthorized use of the Merchant’s credentials or the Merchant’s failure to comply with this Clause.
5.14 The Merchant shall be solely responsible for issuing Bureau of Internal Revenue (BIR) registered invoices to the Customers for their sales of Products. For the avoidance of doubt, ShopeeFood shall have no obligation to issue tax invoices or official receipts to Customers on behalf of the Merchant for any Transactions.
5.15 The Merchant shall not charge or collect from any Customer or Delivery Partner any delivery fee, surcharge, or other fee, cost or amount in connection with a Transaction that is not displayed on the ShopeeFood Platform or otherwise approved by ShopeeFood.
6. ShopeeFood Co-Funding Campaigns
Prior to inviting the Merchant's opt-in to any Campaign, ShopeeFood shall notify the Merchant of the Campaign mechanics and period, the basis of computation of the Merchant's contribution — expressed as a percentage of Net Sales, a fixed amount per Transaction, or a stated share of the Campaign discount or voucher (the “Contribution”) — and the opt-in deadline. The Merchant’s Contribution shall be computed on the Net Sales of the Merchant's Transactions attributable to the relevant Campaign, as recorded on ShopeeFood's system and shall be deducted from the Transaction Funds due to the Merchant in accordance with Clauses 4.10 and 7.2.
7. Fees and Taxes
7.1 ShopeeFood may charge the Merchant following fees:
(a) The Merchant shall pay ShopeeFood the activation fee, if any, set out in the ShopeeFood Merchant Registration Form (the “Activation Fee”), which shall be payable in the manner notified by ShopeeFood and may be deducted from the Transaction Funds due to the Merchant in accordance with Clause 7.3. The Activation Fee is exclusive of value-added tax and any other applicable taxes, which shall be borne by the Merchant, and is non-refundable except as required by Applicable Law.
(b) In consideration for the ShopeeFood Services provided by ShopeeFood, the Merchant shall pay ShopeeFood a service fee (the “Service Fee”) as set out in the ShopeeFood Merchant Registration Form or as otherwise notified by ShopeeFood to the Merchant. The Service Fee shall be charged on the Net Sales of each completed Transaction as recorded in ShopeeFood’s system. The Service Fee is exclusive of value-added tax and any other applicable taxes, which shall be added to the Service Fee and borne by the Merchant, as reflected in the invoice issued by ShopeeFood. Where the Merchant is required under Applicable Law to withhold tax on the Service Fee, the Parties shall comply with the procedures set out in the Merchant SOP, including the Merchant's timely delivery to ShopeeFood of the corresponding certificates of creditable tax withheld (BIR Form No. 2307). Amounts properly withheld by the Merchant and evidenced by the required withholding tax certificate shall be deemed paid to ShopeeFood to the extent of the amount withheld. The Merchant shall be responsible for any penalties, interest or other consequences arising from its failure to withhold, remit or provide complete and accurate withholding tax certificates.
7.2 The terms of settlement of the Transaction Funds, after deduction of the Service Fee, Contributions (if any), any tax required to be withheld under Applicable Law, and/or other fees (if any), shall be as set out in the Merchant SOP as amended by ShopeeFood and notified to the Merchant from time to time; provided that ShopeeFood may also automatically transfer funds from the Merchant Balance to the Merchant’s designated bank account on a regular basis, as determined by ShopeeFood.
For this purpose, the Merchant must ensure that its designated bank account is at all times under the registered name or tradename of the Merchant with the relevant tax authority in compliance with and where required by Applicable Laws.
7.3 The Merchant hereby authorizes ShopeeFood, acting directly or through the Payment Processor, to initiate debit or credit entries to the Merchant Balance, by written notice to the Merchant stating the basis and amount of the entry (except to the extent disclosure is restricted by Applicable Law), in the following circumstances:
(a) to correct any error in the processing of any Transaction and/or instruction provided by the Merchant to ShopeeFood, including, but not limited to, any double payout;
(b) where ShopeeFood has reasonably determined that the Merchant has engaged in any fraudulent or suspicious activity and/or Transaction;
(c) in connection with any rewards or rebates;
(d) in connection with any uncharged fees or Contributions (if any);
(e) in connection with the settlement of any Transaction dispute, including any compensation due to, or from, the Merchant;
(f) to effect settlement to the Merchant’s designated bank account in accordance with Clause 7.2;
(g) as otherwise required by Applicable Law or by order of a competent authority; or
(h) in connection with the settlement of any outstanding amount (or other obligation) owed to ShopeeFood or any of its Affiliates, subject to Applicable Law.
If any amount recoverable by ShopeeFood under the Agreement exceeds the Merchant Balance, or if the Merchant Balance is otherwise insufficient, the Merchant authorizes ShopeeFood, acting directly or through the Payment Processor, to: (a) deduct the shortfall from Transaction Funds subsequently credited to the Merchant Balance; and (b) where the Merchant has enrolled another bank account or payment instrument with ShopeeFood or its Affiliates, debit the shortfall, together with any applicable fees, from such account or instrument, and to resubmit any failed debit.
7.4 ShopeeFood may, at its sole discretion, amend the Service Fee, the basis of the Contributions, or any other applicable fee, or introduce any additional fee, at any time by written notice to the Merchant. The Merchant's continued use of the ShopeeFood Services on or after the effective date of the amendment shall constitute acceptance of the amended fees.
7.5 The Merchant shall be responsible for all taxes, duties, fees, and other charges arising out of, or associated with, the supply of the Products or the Merchant’s business, excluding taxes on ShopeeFood's income (“Taxes”), and undertakes to pay all such Taxes in a timely manner. If the Merchant fails to pay any Taxes and such Taxes and (if applicable) any associated penalties are required to be paid by ShopeeFood, Shopee shall be entitled to recover such amounts from the Merchant, including by deduction from the Transaction Funds or the Merchant Balance in accordance with the Agreement.
7.6 Any amount due from the Merchant to ShopeeFood under the Agreement that remains unpaid after its due date shall bear interest at one and 25/100 percent (1.25%) per month, prorated for any period of less than one month, from the due date until full payment, without prejudice to ShopeeFood’s other rights under the Agreement, including deduction under Clause 7.3.
7.7 If ShopeeFood is required under any Applicable Law or by any tax authority to deduct or withhold any Taxes from any payouts, gross remittances, or funds payable to the Merchant, ShopeeFood shall be entitled to withhold such amounts and remit them directly to the relevant tax authority. Any amounts so withheld shall be deemed paid to the Merchant, and Shopee shall provide tax withholding certificates or statements upon request where required by law.
7.8 ShopeeFood reserves the right to pass on or charge the Merchant for any ad hoc, operational, administrative, or ancillary costs incurred in connection with the Merchant’s account or ShopeeFood Services, upon notice to the Merchant via written communication or the Shopee platform
8. Intellectual Property Rights
8.1 ShopeeFood and/or its licensors reserve and shall retain its entire right, title and interest in all copyrights, trademarks and other intellectual property rights therein and relating thereto, except as expressly granted to the Merchant in the Agreement.
8.2 The Merchant grants ShopeeFood, for the term of the Agreement only, a worldwide, non-exclusive, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to the Merchant for the purpose of implementing the Agreement. The Merchant hereby warrants and represents that it owns or has the right to use and sub-license any intellectual property which it uses or licenses for use to ShopeeFood.
8.3 The Merchant represents and warrants that it owns or is the legal licensee of all intellectual property rights used under the Agreement, free from any infringement or violation of any third-party ownership or intellectual property rights, and that no other party will claim to have the same ownership of such intellectual property rights.
8.4 All reports, specifications, and other similar documents compiled or prepared in the course of the Agreement, including documents, materials produced in respect of the ShopeeFood Services and any derivation of any intellectual property rights granted by any Party shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the intellectual property rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.
8.5 Each Party warrants to the other Party that it will not use any other Party’s trademark for any marketing activities, including, but not limited to, promotional activities without prior written consent from the other Party. Notwithstanding the above, ShopeeFood shall be entitled to use the Merchant’s trademark to promote the ShopeeFood Services and related promotion in all platforms across all media worldwide.
9. No Warranty
9.1 THE SHOPEEFOOD SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SHOPEEFOOD AND ANY OF ITS SUBSIDIARIES AND AFFILIATES, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHOPEEFOOD DOES NOT HAVE ANY CONTROL OVER PRODUCTS THAT ARE PAID FOR THROUGH THE SHOPEEFOOD SERVICES. SHOPEEFOOD DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE SHOPEEFOOD SERVICES, AND OPERATION OF THE SHOPEE PLATFORM AND/OR THE SHOPEEFOOD PLATFORM AND/OR THE SHOPEEFOOD MERCHANT PARTNER APP MAY BE TEMPORARILY SUSPENDED FOR MAINTENANCE OR UPGRADE OR INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF SHOPEEFOOD’S CONTROL. SHOPEEFOOD WILL MAKE REASONABLE EFFORTS TO ENSURE THAT SHOPEEFOOD SERVICES ARE PROCESSED IN A TIMELY MANNER BUT SHOPEEFOOD MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.
9.2 ShopeeFood shall not be liable for any of the following: (a) any suspension or refusal to accept payments which ShopeeFood reasonably believes to be made fraudulently or without proper authorization; (b) the payment instructions received contain incorrect or improperly formatted information; (c) hardware, software, mobile device and/or internet connection is not functioning properly due to, including, but not limited to, viruses, disruptions or other forms of system disruption such as unauthorized access by third parties; or (d) any circumstances as specified in Clause 4.8.
10. Confidentiality and Personal Data
10.1 Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under the Agreement), any Confidential Information disclosed, made available or otherwise provided to the receiving Party by or on behalf of the disclosing Party. “Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the disclosing Party to the recipient including any Personal Data, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to the Agreement, the disclosing Party or any of its affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, intellectual property rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the disclosing Party or any of its affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the receiving Party.
10.2 The receiving Party may disclose Confidential Information to (a) its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the receiving party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and (b) its external auditors, lawyers and professional advisers, and the receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
10.3 Each Party shall comply with its respective obligations under the Data Privacy Act of 2012 (Republic Act No. 10173), its implementing rules and regulations, and issuances of the National Privacy Commission (collectively, the "Data Privacy Laws"), and with the privacy policy available on the Shopee Platform in connection with any Personal Data processed in relation to the Agreement. For the purposes of the Agreement, "Personal Data" means personal information and sensitive personal information as defined under the Data Privacy Laws; and each Party shall determine its role as personal information controller or personal information processor in respect of each processing activity in accordance with the Data Privacy Laws..
10.5 The confidentiality obligations under this Clause 10 shall survive the termination of the Agreement, and/or until the Confidential Information enters the public domain.
11. Force Majeure
11.1 The Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. “Force Majeure” means any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19)), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of the Agreement.
11.2 If either Party has delayed or is prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
12. Termination
12.1 Each Party may terminate the Agreement immediately if:
(a) the other Party 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 or an administrator is appointed for such Party or its business, or the Party goes into liquidation either voluntarily (otherwise than for reconstruction or merger) or compulsorily;
(b) upon the occurrence of a material breach of the Agreement by the other Party or if the non-defaulting Party believes that such breach is capable of remedy and provides opportunity to remedy, but the breach is not remedied within 30 (thirty) days from the date of notice of such breach by the non-defaulting Party; or
(c) Shopee suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or Merchant’s employees or agents;
(d) the other Party violates or fails to comply with any Applicable Law in a manner that may result in adverse effects on the non-defaulting Party in any material respect, including any food safety or other regulations relating to restaurants and/or meals;
(e) by giving the other Party 30 (thirty) days’ prior written notice for any or no reason; or
(f) in the case of ShopeeFood, if the Merchant repeatedly receives substantiated Customer complaints of failure to fulfill Orders covering more than ten percent (10%) of the Merchant’s total weekly Orders, except to the extent such failure is attributable to the fault, negligence or omission of ShopeeFood, its personnel or the Delivery Partners.
12.2 The termination of ShopeeFood Services shall not relieve or limit either Merchant or ShopeeFood from its obligations, responsibilities and liabilities accruing prior to such termination.
12.3 Upon termination or expiration of the Agreement: (a) the Merchant shall immediately cease using the names, logos, trademarks, service marks and trade names of ShopeeFood and its Affiliates; (b) each Party shall, upon the other Party’s request, return or destroy the other Party’s Confidential Information in accordance with Clause 10; (c) the Merchant shall cease processing any Personal Data shared or transferred by ShopeeFood, except as required by Applicable Law; and (d) the Merchant shall pay all outstanding amounts due to ShopeeFood, and any remaining Merchant Balance shall be settled to the Merchant in accordance with the Agreement.
13. Assignment
13.1 The Merchant may not assign any of its rights under the Agreement to any person without the prior written consent of ShopeeFood.
13.2 The Merchant may not permit other persons (other than Customers) to use the ShopeeFood Services without the prior written consent of ShopeeFood.
13.3 The provisions of the Agreement shall be binding upon the Parties and their respective successors and permitted assigns.
14. Relationship of the Parties; Delivery Partner as Independent Contractor
14.1 Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the Merchant and ShopeeFood. Neither Party has authority to enter into agreements of any kind on behalf of the other Party.
14.2 The third-party agreement pursuant to which Delivery Partners agree to provide Product delivery service to Customers is an independent agreement between the Customer and the Delivery Partners, who is not an employee or agent of ShopeeFood. ShopeeFood is only intermediary between the Customer and the Delivery Partner.
14.3 ShopeeFood does not provide any transportation services and shall not be held responsible whatsoever to any of the Parties for any Delivery Partner’s action, negligence, failure, lateness, or rejection to provide transportation service.
14.4 ShopeeFood does not and shall not guarantee the safety, reliability, compatibility, or capability of the Delivery Partner during the delivery of his/her obligation in delivering the Products from Merchant Outlets to the Customer. Therefore, Merchant hereby holds ShopeeFood harmless and discharge ShopeeFood from any and all responsibility, claim, cause, or damage which occurs from such delivery service by Delivery Partners.
15. Indemnification
The Merchant shall fully indemnify and hold ShopeeFood, its affiliates, and its and their respective officers, directors, employees, agents and third party contractors (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, any claim made or threatened by a third party relating to any Products, the use of Merchant of ShopeeFood Services or ShopeeFood Platform and/or any breach of any provisions of the Agreement, except for resulting from the negligence, bad faith or wilful misconduct on the part of ShopeeFood. Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party. Notwithstanding any other provision of the Agreement, ShopeeFood’s total aggregate liability to the Merchant arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Service Fees paid or payable by the Merchant to ShopeeFood in the twelve (12) months immediately preceding the event giving rise to the claim.
16. Governing Law; Dispute Resolution
The Agreement shall be governed by the laws of the Philippines. In the event any dispute, controversy, claim or difference of any kind whatsoever shall arise between the Parties in connection with this (“Dispute Notice”), the Parties shall attempt, for a period of thirty (30) days after the receipt by one (1) Party of a notice from the other Party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) days period, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) in accordance with the Arbitration Rules of the PDRCI for the time being in force (“PDRCI Rules”), which rules are deemed to be incorporated by reference in this clause. There will be one (1) arbitrator who shall be jointly appointed by the Parties. If the Parties are unable to agree on the arbitrator, the arbitration shall be appointed by the Director of the PDRCI in accordance with the PDRCI Rules. The language of the arbitration shall be English. The place and seat of arbitration shall be Philippines. The Agreement and the rights and obligation of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder, save for the part in dispute and is to be determined in the arbitration proceeding. In any action or suit between the Parties to enforce any right or remedy under the Agreement or to interpret any provision of the Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable and justified legal costs.
17. Notices
17.1 All notices under the Agreement shall be made by personal delivery, through registered letter sent through overnight courier, or e-mail, at the following addresses: (a) if to ShopeeFood: SFD Courier Philippines, Inc. 45F The Podium West Tower, 12 ADB Avenue, Wack-Wack Greenhills, Ortigas Center, Mandaluyong City, Philippines. Attention: General Counsel (b) if to the Merchant, to the address set out in the Merchant Particulars or through other method or means determined by ShopeeFood.
17.2 All notices hereunder shall be deemed duly delivered:
(a) if delivered by personal delivery, when left at the address required by this Clause 17;
(b) if sent by overnight courier, on the second (2nd) Business Day after it is picked up by the courier; or
(c) if sent by e-mail, on the day of dispatch so long as such e-mail was sent prior to 5:00 pm on a Business Day in Philippines; if sent after 5:00 pm on a Business Day or sent on a day that is not a Business Day, it shall be deemed delivered on the following Business Day. In the case of the Merchant sending a notice through e-mail, such e-mail shall be sent through e-mail address set out in the Merchant Particulars and shall be deemed sent by the Merchant themselves, an officer of the Merchant, or other party authorized by the Merchant on behalf of the Merchant.
18. No Waiver
The failure by a Party to enforce any provision of the Agreement shall not be construed as a waiver of such provisions or of the right to enforce that, or any other, provision of the Agreement. No waiver shall be construed as a continuing waiver.
19. Severability
If any part of the Agreement is or becomes invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law.
20. Amendment
ShopeeFood may modify these Merchant General Terms and Conditions at any time by posting the revised Merchant General Terms and Conditions on the Shopee Platform. Your continued use of the ShopeeFood Services and/or receipt of ShopeeFood Services after such changes have been posted shall constitute your acceptance of such revised Merchant General Terms and Conditions.
21. Entire Agreement
The Agreement (including all attachments and other documents referred to herein, including, but not limited to, the Merchant SOP) represents the entire agreement of the Parties in relation to its subject matter, of which the Parties shall be bound to it. All the things that have not been regulated in the Agreement shall be regulated in the Merchant SOP or any other document published by ShopeeFood on the Shopee Platform. The Merchant SOP is an inseparable part of the Agreement and by agreeing to the Agreement, the Merchant agrees to be subject to the Merchant SOP. If there is any discrepancy between any provision of the Agreement and any provision of the Merchant SOP on the Shopee Platform or ShopeeFood Platform for the provision of ShopeeFood Services, the provisions of the Merchant SOP shall prevail. Any terms and conditions of the Merchant, however communicated or presented, shall not form part of the Agreement or apply to the ShopeeFood Services unless expressly agreed to in writing by ShopeeFood.