ShopeePay Merchant Terms of Service
1.1 The following terms and conditions apply to Merchant’s use of the Services. This terms of service (“Terms of Service”) is a contract between you and ShopeePay Philippines, Inc. (“ShopeePay”) and it governs your use of all Services (defined below). Please read the following Terms of Service carefully so that you are aware of your legal rights and obligations with respect to us and our affiliates and subsidiaries (individually and collectively, "Company", "we", "us" or "our"). BY USING THE SERVICES OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THESE TERMS OF SERVICE. To the extent not prohibited by existing local law and regulations, we have the right to revise these Terms of Service at any time without providing notice to you. Your use of the Services shall be deemed irrevocable acceptance of these Terms of Service and any such revisions.
2.1 In this Terms of Service, the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:
“Application” means the mobile application operated by ShopeePay or its affiliate (as amended from time to time) for the provision of Services;
“Card or Payment Scheme” means any card payment systems (such as VISA, MasterCard, American Express or others) or bank payment scheme (such as direct banking system, direct debit system or bank transfer system);
“Merchant Account” means Merchant’s registered electronic money account(s) held with ShopeePay or bank account designated by Merchant (as the case may be);
“Merchant Product/Service” means any product or service offered by Merchant to its customers and which is ordered, purchased or otherwise provided to a customer pursuant to a Transaction;
“Merchant Registration Form” means the registration form completed and signed by Merchant for the Services;
“Services” means electronic payment solutions via the internet and all other products and services offered by ShopeePay through any other means; and
“Transaction” means any transaction between Merchant and its customer using the Services for the purchase of goods and/or services from Merchant.
2.2 Headings are for convenience only and shall not affect the construction or interpretation of this Terms of Service.
3.1 Merchant acknowledges and agrees that:
(a) 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 Merchant Product/Service; and (ii) makes no representations or warranties and does not ensure the quality, safety and/or legality of any Merchant Product/Service. ShopeePay does not guarantee the identity of any customers or ensure that a customer will complete a Transaction;
(b) any dispute arising out of any Merchant Product/Service is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any Transaction in relation to the Merchant Product/Service shall only obligate Merchant. 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 Merchant Product/Service. ShopeePay may, on a case by case basis and at the customer’s own costs expenses, facilitate the customer to request from the Merchant any refund paid for the goods and/or services by the customer. For any refund request raised by the Merchant in respect of any Transaction, the Merchant shall have seven (7) calendar days from the date of the given Transaction to raise such refund request with ShopeePay. 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.
(c) ShopeePay Services, including its gateway service, only facilitate the execution of payments from a customer to Merchant. Any payment monies collected from customers and received by ShopeePay shall be settled and transferred into the Merchant Account 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.
3.2 Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds. Merchant remains liable to ShopeePay for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (“Reversal Amount”). In the event of a payment reversal, ShopeePay is entitled to debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If ShopeePay is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by depositing funds into such Merchant Account to ensure that the Reversal Amount and/or any negative balance can be fully recovered by ShopeePay. 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. ShopeePay reserves the right to charge late payment interest of three (3) percent per month (exclusive of 12% VAT) accruing from the day following the due date of payment in the event any Reversal Amount and/or negative balance is not repaid upon five (5) days’ notice provided to the Merchant. ShopeePay reserves the right to, at any time, demand repayment by Merchant for such amount.
3.3 ShopeePay reserves the right to suspend, at any time and at its sole discretion, the Merchant Account and/or the Services in any of the following circumstances:
(a) where ShopeePay believes it is necessary or desirable to protect the security of the Merchant Account and/or the Services;
(b) 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 the Merchant Account and/or the Services; or (ii) suspicious, unauthorized or fraudulent, including but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;
(c) 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;
(d) if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of Merchant, or where Merchant fails to deliver such goods and/or services, and/or where Merchant is engaged in third party processing and not delivering goods and/or services itself; or
(e) otherwise in connection with ShopeePay’s compliance with any applicable laws and regulations.
3.4 ShopeePay reserves the right the hold or deduct confirmed fraud transactions from the Merchant’s settlement. Merchant shall have thirty (30) calendar days to raise any disputes via email. ShopeePay shall have thirty (30) calendar days to investigate and (if applicable) adjust upon next settlement. 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.
3.5 In the event that ShopeePay suspends the Merchant Account and/or the Services provided to Merchant, ShopeePay may reinstate the same and, where necessary, provide new security details such as a password, as soon as practicable after the reason for the suspension ceases to exist.
3.6 ShopeePay will automatically settle Merchant’s transactions on a D+1 schedule during banking days. This will cover transactions from 00:00:00 to 23:59:59 from the previous day. A daily settlement report will also be sent to the Merchant’s registered email address. Merchant shall have ten (10) calendar days from receipt of the settlement report to raise any disputes via email. ShopeePay shall have five (5) working days to investigate and (if applicable) adjust upon next settlement. 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.
4.1 Merchant shall open and maintain a Merchant Account by registering as a merchant with ShopeePay. Merchant shall integrate the Services into its operations and operate the same in accordance with ShopeePay’s instructions. Merchant shall be responsible for maintaining adequate security and control of any and all identifications, passwords, personal identification numbers (PINs), or any other codes that Merchant uses to access the Services. Merchant shall provide reasonable cooperation and assistance to promote the Services, as determined by ShopeePay.
4.2 Merchant shall not receive payments as consideration for delivery of illegal downloads, illegal gambling or goods or services infringing intellectual property rights of a third party, or for any other goods or services that offering or provision of which is against public moral or illegal under applicable law.
4.3 Merchant shall cooperate with ShopeePay at Merchant’s cost to investigate any suspicious illegal, fraudulent or improper activity related to any Transactions.
4.4 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 business model, the goods and/or services, shop name, 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.
4.5 Merchant shall not charge its customers a processing fee, markup or other surcharge for making payments through the Services.
4.6 Merchant shall deliver the Merchant Product/Service to its customers without undue delay. Merchant shall retain any documents evidencing the customer’s receipt of the goods and/or services ordered by the customers for at least 2 (two) years from the date on which the customer received the goods and/or services or such other period as permitted by law. Merchant acknowledges that ShopeePay shall not be liable for any defects of such goods and/or services.
4.7 The Merchant Product/Service that are made available to customers shall comply with applicable laws in any jurisdiction in or to which Merchant makes its goods and/or services available.
4.8 Merchant shall at all times have all relevant and updated licenses and permits to conduct Merchant’s business and/or sale of Merchant Product/Service, and shall provide a copy of such license and/or permit if requested by ShopeePay.
4.9 Merchant represents and warrants that it is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that Merchant is not sending or receiving funds to or from an illegal source.
4.10 Neither Merchant nor any of its subsidiaries or affiliates, nor any director or officer of Merchant, nor, to Merchant’s knowledge after due inquiry, any director or officer, employee, agent, controlled affiliate or representative of the Merchant or any of its subsidiaries or affiliates (“Person”), is an individual or entity that is, or is owned or controlled by a Person that is currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), nor located, organized or resident in a country or territory that is currently the subject of Sanctions. Merchant will not use the Services in any manner that will result in a violation of Sanctions by any Person, including ShopeePay and any of its affiliates, directors, officers, employees and agents. Merchant and its subsidiaries and affiliates have not knowingly engaged in, are not now 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. Merchant agrees that it, its subsidiaries and affiliates and any Person shall conduct business in compliance with Anti-corruption Laws 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 official that would result in a breach of any anti-corruption laws.
4.11 The operations of Merchant and its subsidiaries and affiliates shall be at all times in compliance with all material aspects with applicable financial recordkeeping and reporting requirements and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.
4.12 The Merchant agrees to maintain and take care of any equipment or asset issued by ShopeePay, including but not limited to mobile phones, sim cards and other assets (“Equipment”). The Merchant indemnifies ShopeePay against any loss or damage to the Equipment. The Merchant shall submit an incident report to ShopeePay pertaining to the loss or damage to such Equipment immediately upon discovery. Such reporting shall not affect the Merchant’s liability to ShopeePay for such loss or damage. Notwithstanding the foregoing, the Merchant agrees that if a mobile phone SIM, and/or charger of the Equipment is required to be replaced, the Merchant shall be charged in accordance with the following fees in respect of each of such replacement:
Asset to be replaced
Manila and NCR- Php1,300.00
Provincial Luzon- Php1,400.00
4.13. The Merchant acknowledges and agrees that: (i) ShopeePay owns all rights, title and interests, in and to all Equipment; (ii) it shall not at any time seek to acquire or claim any right, title or interest in or to the Equipment, or any part thereof; (iii) ShopeePay may at any point in time and for any reason, retrieve the Equipment from the Merchant; and (iv) it shall not use the Equipment for any other purposes aside from fulfilling the Services.
5. FEES AND TAXES
5.1 The fees payable by Merchant for the Services are as set out in the Merchant Registration Form, which shall form part of these Terms of Service. Unless otherwise indicated, fees are quoted in Philippines currency, which is exclusive of Value Added Tax (“VAT”).
5.2 ShopeePay service fees netted from the total transaction amount is inclusive of VAT and gross of the BIR mandated Expanded Withholding Tax (“EWT”) percentage. The amount of service fees will be provided to Merchant by ShopeePay every 5th of the month, together with the corresponding duly-registered official receipt. The Merchant shall issue the EWT certificate to ShopeePay within 15 days following the month the official receipt has been issued.
5.3 ShopeePay may vary the fees, or advise Merchant of any additional fees, applicable to these Terms of Service at any time by posting a notice on the Shopee website or Application and/or by sending Merchant a notice via email or postal mail.
5.4 Any applicable taxes, duties and/or fees shall be borne by Merchant, and Merchant hereby authorizes ShopeePay to deduct such taxes, duties and/or fees as required by law.
5.5 It is Merchant’s sole responsibility to determine which, if any, taxes and/or duties apply to the payments received, and to report and remit the correct tax to the competent tax authority. The Merchant shall ensure to issue a withholding tax certificate to ShopeePay within 15 calendar days after each calendar month for any taxes withheld. ShopeePay reserves the right to clawback the remitted taxes from the Merchant in case of failure to issue the certificate within the agreed timeline
6. INTELLECTUAL PROPERTY
6.1 ShopeePay and/or its licensors reserve and shall retain its entire right, title and interest in all copy rights, trademarks and other intellectual property rights therein and relating thereto, except as expressly granted to Merchant in these Terms of Service.
6.2 Merchant grants ShopeePay 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 Merchant for the purpose of (i) identifying Merchant as a merchant that accepts the Services as a payment form; and (ii) any other use to which Merchant specifically consents. Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property which it uses or licenses for use to ShopeePay.
6.3 “ShopeePay” and all other URLs, logos, trademarks, intellectual property related to the Services are either trademarks or registered trademarks of ShopeePay or its licensors. Merchant shall not copy, imitate or use them without ShopeePay’s prior written consent. In addition, Merchant shall not copy, modify or amend any of the Services or intellectual property related to the Services. All right, title and interest in and to the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of ShopeePay and/or its licensors.
6.4 With regard to the intellectual property owned or licensed by Card or Payment Schemes, Merchant shall follow instructions given by the relevant Card or Payment Scheme. Merchant shall not use such intellectual property in a way that is or may be detrimental to the business or brand of the relevant Card or Payment Scheme.
7. NO WARRANTY
7.1 THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SHOPEEPAY, 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. SHOPEEPAY DOES NOT HAVE ANY CONTROL THE GOODS AND/OR SERVICES THAT ARE PAID FOR WITH THE SERVICES. SHOPEEPAY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE SERVICES, AND OPERATION OF THE SERVICES MAY BE TEMPORARILY SUSPENDED FOR MAINTENANCE OR UPGRADE OR INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF SHOPEEPAY’S CONTROL. SHOPEEPAY WILL MAKE REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE PROCESSED IN A TIMELY MANNER BUT SHOPEEPAY MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.
7.2 ShopeePay shall not be liable for any of the following:
(a) a hardware, software, mobile device and/or internet connection is not functioning properly;
(b) any suspension or refusal to accept payments which ShopeePay reasonably believes to be made fraudulently or without proper authorization;
(c) the payment instructions received contain incorrect or improperly formatted information; or
(d) unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by ShopeePay. Such circumstances may include but are not limited to acts of God, power outages, fire, flood, theft, equipment/device breakdowns, hacking attacks, internal mechanical or system failures, civil disturbance, war as well as downtimes of the Application.
8. MERCHANT’S REPRESENTATIONS & WARRANTIES
8.1 Merchant represents and warrants that:
(a) the entry into these Terms of Service and the performance thereof by Merchant has been duly authorised and constitutes a valid and binding agreement of Merchant, enforceable against it in accordance with the terms thereof;
(b) all information furnished to ShopeePay is true, accurate and not misleading;
(c) all formal consents, waivers, approvals, authorisations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by Merchant in connection with the entry into these Terms of Service and the performance of the same, have been duly obtained; and
(d) the entry, delivery and performance of these Terms of Service by Merchant will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgment, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to Merchant and/or the sale of the Merchant Product/Service.
9. CONFIDENTIAL INFORMATION
9.1 You shall keep all Confidential Information strictly confidential and shall not, without our prior written consent, disclose any Confidential Information, in whole or in part. You will employ all reasonable measures to protect the Confidential Information from unauthorized or inadvertent disclosure, including measures no less protective than those measures that you employ to protect your own confidential information. In addition, you agree to only make such copies of the Confidential Information to the extent necessary to fulfil your obligations under these Terms of Service.
9.2 In the event that your cease using the ShopeePay Services, or at any time upon our written request, you shall destroy or expunge all copies of Confidential Information either supplied to, or made by, you. Notwithstanding the destruction of the Confidential Information, you will continue to be bound by the obligations of confidentiality hereunder respecting Confidential Information.
9.3 In the event that you become legally compelled or are requested by any competent authority, regulatory agency, stock exchange or authority to disclose any of the Confidential Information, you shall, prior to making any disclosure and to the extent permitted by applicable law, provide us with prompt written notice so that we may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of these Terms of Service. In the event that such protective order or other remedy is not obtained, or that we waive compliance with the provisions of this Agreement, you will furnish only that portion of the Confidential Information which is legally required. Where it is not reasonably practicable for you to notify us in advance of any disclosure requirement or request as set out above, you shall, to the extent permitted by applicable law, notify us of any disclosure as soon as reasonably practicable thereafter.
9.4 Because of the unique nature of the Confidential Information, you understand and agree that wse may suffer irreparable harm in the event that you fail to comply with any of your obligations hereunder, that monetary damages will be inadequate to compensate us for such a breach and that in addition to any other legal remedies, we may seek equitable relief, including injunction and specific performance, as a remedy for any such breach.
9.5 The provisions of this Clause 9 shall survive for a period of one (1) year from the expiration or termination of these Terms of Service.
9.6 For the purposes of this Clause 9, “Confidential Information” means all non-public information and data related to our businesses, including without limitation, pricing and cost information, new products or plans for new products and marketing plans and materials.
11.1 ShopeePay may terminate its provision of the Services immediately:
(a) 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;
(b) 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;
(c) Merchant violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority; or
(d) if Merchant fails to submit any documents or information required by ShopeePay.
11.2 Either Party may terminate the Services by giving the other Party thirty (30) days’ prior written notice.
12.1 In no event shall either Party be liable for indirect, incidental, special, punitive or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.
12.2 ShopeePay’s liability to Merchant for any and all losses arising out of or in connection with these Terms of Service shall in no event exceed the fees received by ShopeePay from Merchant in the three (3) months prior to the event giving rise to such liability.
13.1 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, any claim made or threatened by a third party relating to any Merchant Product/Service and/or any breach of these Terms of Service and/or use of the Services by Merchant.
14. FORCE MAJEURE
14.1 Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform these Terms of Service, or any terms hereunder, either in whole or in part, when the same is due to causes beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labour trouble resulting in cessation, slowdown or interruption of work. In the event of the same, the Parties' obligations herein and the delivery dates shall be extended for the periods of such circumstances only so far as they affect the performance of these Terms of Service.
14.2 The Party affected shall as soon as possible notify the other Party in writing of the commencement and (if applicable) end of said circumstances.
15.1 The Parties are independent contracting parties, and nothing in these Terms of Service will make any Party the employee, partner, agent, legal representative, trust or joint venture of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.
16.1 ShopeePay may assign any of its rights or obligations under these Terms of Service without the prior written consent of Merchant. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.
16.2 Merchant may not assign any of its rights under these Terms of Service to any person without the prior written consent of ShopeePay.
16.3 Merchant may not allow, permit or let other person or merchant(s) to use the Services without the prior written consent of ShopeePay.
17. ENTIRE AGREEMENT
17.1 These Terms of Service constitute the entire agreement between the Parties concerning the subject matter of these Terms of Service and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.
18. GOVERNING LAWS
18.1 These Terms of Service shall be governed by the laws of the Philippines. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the parties in connection with these Terms of Service, including the breach, termination or validity of this Terms of Service, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms of Service (“Dispute”), which Dispute has been subject of a written notice by one Party to the other (“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) day period, it shall be referred to and finally resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center.
19. PARTIAL INVALIDITY
19.1 In the event of the invalidity of any part or provision of these Terms of Service such invalidity must not affect the enforceability of any other part or provision of these Terms of Service.
20.1 Clauses 8 (Merchant Representations and Warranties), 12 (Liability), 13 (Indemnity), 18 (Governing Laws) and 20 (Survival) shall survive the expiration and termination of these Terms of Service.
21.1 A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
Last updated: 26 October 2021