KYBIO DOS Merchant Agreement

 

The Kybio Digital Online Solution (“KYBIO DOS”) is a free POS android application available for download in Google play store which provides billing and customer relations management (the “System”). There are no direct subscription fees.

 

Weebo Pte Ltd. (“Weebo”) a company incorporated in Singapore is the sole authorised distributor of the KYBIO DOS.

 

The service of Weebo is to provide online and offline solution onboarding tutorials, continuous solutions support and maintenance, payment services via third party payment platform STRIPE, marketing services and delivery services via third party delivery provides (“Weebo Services”) but does not nor is it intended to provide delivery or payment services or any act that can be construed in any way as an act of a delivery provider or payment service provider.

 

This merchant agreement (the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by and among Weebo and the entity designated by the registration data provided herewith (“Customer”) and applies to Customer’s use of software downloaded from Weebo and Customer’s use of the Weebo Services.

 

By downloading the software and/or using the Weebo Services, the Customer is deemed to have entered into the Agreement and agreeing to the terms hereunder.

 

Weebo is not responsible nor liable for the acts and/or omissions of third-party service providers including but not limited to delivery providers or payment service providers.

 

  1. DEFINITIONS AND INTERPRETATION

 

Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms:-

 

Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Singapore.

 

Customer Content” means all text, graphics and content of whatsoever nature displayed on the relevant Customer’s interface using the System.

 

End User” means a person who uses the Customer’s services, namely customers who places Food Orders with the Customer [whether for dine-in or delivery].

 

Food Orders” means depending on the context, an order for food placed by an End User on the System or using the System.

 

Intellectual Property” means all intellectual property rights including all letters patent, patent rights, trademarks, service marks registered designs, design rights, copyright and all other similar proprietary rights, all rights of whatsoever nature in computer programs, firmware, microcode and other computer software and data, and all intangible rights and privileges of a nature similar to the foregoing, and whether or not registered and including but not limited to all granted registrations and all applications for registration in respect of any of the same.

 

Password” refers to the valid password that a Customer who has an Account with Website may use in conjunction with the Username to access the Website.

 

PDPA” means the Personal Data Protection Act 2012 of Singapore.

 

Personal Data” has the meaning ascribed thereto in the PDPA and includes your name, e-mail address, phone number, residential address and credit card information.

 

Username” refers to the unique login identification name or code which identifies a Customer who has an Account with Weebo;

 

Website” means the website at Kybio.me

 

  1. Licence

 

2.1 Weebo hereby grants to Customer a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the System and to operate an account on the Weebo website (“Account”) and related applications solely for the benefit of Customer and not for any third party until the termination of this Agreement.

 

2.2 Any rights not expressly granted hereunder are reserved.

 

2.3 There are no implied rights of any kind.

 

2.4 To the extent that the System includes intellectual property rights of any third party (“Third-Party Rights”), the license granted is to the extent that Weebo is able to license such Third-Party Rights.

 

 

  1. REGISTRATION

 

3.1 A free Account includes access to one Weebo Register and Weebo BackOffice license for one location, unlimited employees and uncapped amount in total sales of any tender type or combination of tender types per month.

 

3.2 Customers are required to provide their entity names and details when registering for an Account including their business name, unique entity number, and registered office address and password (“Corporate Information”).

 

3.3 In connection with the foregoing, Customers are deemed to warrant and represent to Weebo that such Corporate Information is accurate and up to date.

 

3.4 Customers are also required to select a package when registering for an Account. In the absence of a selection, the default package is the delivery package. The Service Fees payable by the Customer are set out in Clause 5 below.

 

3.5 By registering an Account with Weebo, Customers also agree to the following:

 

(a)        they will not provide any false personal information on the Website, or create an Account for anyone other than themselves without permission;

 

(b)        they will not create more than one Account;

 

(c)        if Weebo disables their Account, they will not create another one without our permission;

 

(e)        they will keep their Corporate Information accurate and up-to-date;

 

(f)        they will not share their password, permit unauthorised access their Account, or do anything else that might jeopardise the security of their Account;

 

(g)       they will not transfer their Accounts to any other parties without first getting the prior written consent of Weebo; and

 

(h)        if they select a Username or similar identifier for their Account, Weebo reserves the right to remove or reclaim it if we believe it is appropriate.

 

3.6 Access to and use of password protected and/or secure areas of the Website and/or use of the Weebo Services are restricted to Customers with Accounts only. You may not obtain or attempt to obtain unauthorised access to such parts of this Website and/or Weebo Services through any means not intentionally made available by us for your specific use.

3.7 A breach of this provision may be an offence under the Computer Misuse Act (Chapter 50A) of Singapore.

 

3.8 Weebo, at its sole discretion, may remove access, cancel, or terminate your Account at any time for any reason. If Customer selects a credit card processing account, Customer agrees to operate one Weebo account solely with one credit card processing ID in connection with this section. Reasons for such termination include, but are not limited to, accounts experiencing a period of inactivity or exceeding the usage and sales limits contingent with an Account. Weebo also reserves the right to contact you at any time regarding your free account and your options to upgrade to a paid software plan.

 

  1. PERSONAL DATA

 

4.1       Notwithstanding that the data of End Users is always owned by the Customer, the Customer authorises Weebo to collect Personal Data which End Users provide when they place orders with Customers using Weebo Services.

 

4.2       Customers are deemed to have agreed that Weebo may collect, use and disclose Personal Information as provided in the registration section for the purposes of processing your application for registration with Weebo and the administration of your Account.

 

4.3       Weebo may also collect information about how End Users and Customers use the System.

 

4.5       We collect information from or about the computers, phones, or other devices where Customers or End Users use or install the System, depending on the permissions you have granted. We may associate the information we collect from your different devices, which help us provide consistent Weebo Services across your devices. Here are some examples of the device information we collect:

 

(a)          attributes such as the operating system, hardware version, device settings, file and software names and types, battery and signal strength, and device identifiers;

 

(b)          device locations, including specific geographic locations, such as through GPS, Bluetooth, or WiFi signals; and

 

(c)          connection information such as the name of your mobile operator or ISP, browser type, language and time zone, mobile phone number and IP addresses.

 

4.6       Customer agrees that notwithstanding anything to the contrary herein, Customer shall handle any Personally Information that it inputs into the Weebo systems in the following manner:

 

(i) in the event Customer seeks to export such Personally Information, Customer shall use a commercially reasonable contact management tool to provide an opt-out mechanism, compliant with the applicable privacy and data security laws, for anyone who has provided Customer Personally Information that is stored on Weebo’s systems;

 

(ii) Customer agrees that Weebo can delete such Personally Information in the event the Customer exercises the Weebo opt-out mechanism; and

 

(iii) any use of such Personally Information by Customer shall comply with Weebo’s Privacy Policy.

 

  1. SERVICE FEE

 

5.1 Depending on the package selected by the Customer when registering on the Website, Weebo is entitled to the service fees for the performance of obligations hereunder according to the rate and payment method specified below:-

 

DOS Starter

POS Lite POS Pro Enterprise

Dine In / Takeaway

2% 2% 2% 2%
Delivery N/A 5% 5%

5%

Precise Marketing N/A N/A N/A

3%

 

5.2 The Customer agrees that Weebo is entitled to immediately set-off the amount of payments for Food Orders to be transferred to the Customer by Weebo with the amount of service fee including expenses or any other fees that the Customer is required to pay or reimburse to Weebo hereunder prior to transferring such amount to the Customer.

 

5.3 During the period of this Agreement, if there are any factors or changes resulting in increment of service fees for performance of Weebo hereunder, the Customer agrees that Weebo is entitled to amend the rate of service fee by giving at least thirty (30) days advance notice to the Customer. In the event the Customer is not agreeable to any amendments introduced by Weebo, Customer is entitled to terminate this Agreement in accordance with Clause 11.

 

5.4 During the period of this Agreement, the Customer agrees that Weebo is entitled to decide reasonable commercial exchange rate if there are any exchange conversions involved in the payment process.

  1. DUTIES OF Weebo

 

General

 

6.1 Weebo is not involved in any contracts made between the Customer and the End Users or any rights or duties among those parties.

 

6.2 In the event of any disputes Customers and End Users, Weebo shall in no event be liable or jointly liable. The Customer shall be solely responsible for such dispute with its End Users.

 

6.3 Weebo shall exercise commercially reasonable efforts to maintain and observe all reasonably necessary security measures to protect the Systems and the Personal Information contained therein from unauthorised control, tampering or any other unauthorised access.

 

6.4 Weebo may advertise and publicise in connection with the Weebo Services provided to the Customer as it thinks fit.

 

Payments

 

6.5 Weebo shall have a duty only to collect the amount of payments for Food Orders placed on behalf of the Customer on the System using STRIPE.

 

6.6 Weebo shall gather all STRIPE payments for Food Orders on behalf of the Customer and, after deducting of the service fee according to Clause 5 and any expenses (if any) such as transfer fees, etc., remit it to the Customer’s STRIPE account within [fourteen (14) days] and according to the payment method specified when registering for an Account. The Customer agrees to be responsible for all fees incurred by such transfer.

 

6.7 In no event shall Weebo be responsible where; (i) the Customer intentionally or negligently reveals to any other persons its bank account details, credit card details, username and password information, (ii) the Customer’s failure to store customers details securely, or (iii) in the case that the Customer has acted dishonestly.

 

6.8 Weebo, as a Data Intermediary (as defined in the Singapore Personal Data Protection Act (“PDPA”), does and will comply with all applicable laws, rules and regulations of Singapore, including without limitation, laws regarding privacy and protection of consumer data and applicable rules of payment schemes.

 

6.9 The Customer agrees to be bound by STRIPE’s terms and conditions set out at https://stripe.com/en-sg/ssa which shall be deemed to be incorporated into this Agreement by reference.

 

Marketing services

 

6.10 Weebo will provide marketing services to customers who chose the marketing package. In connection therewith, the Customer agrees that Weebo shall be authorised to use the Personal Data of End Users for marketing campaigns.

 

Delivery services

 

6.11 Weebo uses third party delivery providers.

 

6.12 The payment for the services will not proceed to Weebo but proceed to the delivery platform based on the operating process.

 

  1. DUTIES OF CUSTOMER

 

7.1 The Customer agrees to pay the Service Fee and any other expenses for the Weebo Services hereunder according to the period, payment method and rate as fixed by Weebo during registration.

 

7.2 The Customer agrees to advertise and publicise its Food Products as well as its use of Weebo’s Service for receipt of payments for Food Products ordered by End Users.

 

7.3 The Customer has a duty to issue receipts/tax invoices or any evidence of receipt using the System to customers and/or clients as prescribed by law.

 

7.4 If the Customer intends to modify its payment type and/or amend the method or conditions for selling of Food Products which may affect the Weebo Services, the Customer agrees to notify Weebo of such in writing thirty (30) days in advance.

 

7.5 The Customer acknowledges and agrees that in case the Weebo Services hereunder have any error or delay or has been temporarily suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and/or force majeure or any causes beyond Weebo’s control, the Customer shall not claim any damages against Weebo and shall notify Weebo immediately of such error.

 

7.6 Weebo will use its best efforts to solve the problem hastily, and the Customer agrees to fully assist and cooperate with Weebo to solve such problem.

 

7.7 The Customer represents and warrants that it shall comply Payment Card Industry Standard (PCI) requirements, as amended from time to time. The Customer must comply with the Rules, including without limitation, those relating to Cardholder information security issues, non-disclosure of Cardholder information and Transaction documents, retention and storage of Cardholder and Transaction information and other security procedures adopted by the Card Organisations.

 

7.8 The Customer agrees that Weebo may refuse to execute any transaction, order or payment if suspected that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved.

 

7.9 If an End User claims that an unauthorised payment or fraudulent transaction is made via the System, the Customer shall provide relevant proof to prove that transaction has properly occurred and/or the Food Products have been delivered. The evidence may include but shall not be limited to CCTV recording in the Customers premises.

 

7.10 If the merchant fails to provide such proof or the proof provided is not adequate or the unauthorised payment is due to the merchant’s wilful default or negligence, the Customer shall reimburse Weebo for any losses sustained and will be netted against any amount owed by Weebo to the merchant.

 

7.11 The Customer must prevent any unauthorised access and use to the Weebo Services. The Customer is responsible for the acquisition and performance of the devices, connections and software needed for the use of the Weebo Services, and that they do not cause any harm, interference or damage to Weebo. The Customer is responsible for the costs concerning the telecommunications needed for the use of the Weebo Services. The Customer is responsible for making sure that the Customer’s devices, connections, software and information systems meet the system requirements of the Weebo Services. The Customer answers for the security of their own information system and communication network.

 

7.12 The Customer irrevocably and unconditionally undertakes to Weebo not to (a) make copies of or further distribute the System, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the System, (c) alter, modify or adapt the System or the Weebo Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the System without the appropriate foreign government licenses and without Weebo’s prior written approval, (e) resell, rent or otherwise provide access to the Weebo services to a third party or (f) take any action in an attempt to obtain any other Weebo user’s data, cause malfunction, crash, tamper with or otherwise impair the Weebo website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Weebo.

 

  1. Intellectual property

 

8.1 Ownership

 

The Intellectual Property in and to the System (“System Materials”) are owned, licensed to or controlled by us, our licensors or our Vendors.

 

We reserve the right to enforce the Intellectual Property of Weebo, our licensors or our Vendors to the fullest extent of the law.

 

  1. RISKS IN ELECTRONIC TRANSACTIONS

 

9.1       The Customer has carefully considered and realises that electronic transactions are of risk and accepts any consequent damages incurred from such electronic transactions. The Customer agrees to strictly comply with the following:

 

(a) in case of receipt of the payments for goods and/or services, the Customer must keep, not less than 18 months, sales record or proof of trade, delivery of goods/services and receipt of payments such as tax invoices, delivery slips, receipt, etc. as proof in any disputes happen thereafter.

 

(b) if Weebo desires to verify the Customer’s transactions, the Customer agrees to provide Weebo with all relevant information and documents within a specified period. The Customer also agrees to assist Weebo in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder Weebo from acquiring such information and documents.

 

(c) in case of refusal and/or non-receivable payment, card cancellation or hold, or having a reasonable suspicion cause regarding the dishonest use of credit card or any other reasons causing Weebo’s money to be deducted or compensated or claimed as damages by any banks, financial institutes or other persons, the Customer agrees to reimburse to Weebo in full amount which and that Weebo is entitled to immediately set-off such amount with the amount of payment for goods and/or services payable to the Customer without any objection or attempt to decline the said responsibility in all respects.

 

  1. LIMITATION OF LIABILITY

 

10.1 The use of the System is at the Customer’s own risk.

 

10.2 Weebo does not edit or control content on the System and will not be in any way responsible or liable for content in the Customer’s system. Weebo nevertheless reserves the right for any reason in its sole discretion to remove without notice any Customer Content.

 

10.3 As a provider of the System, Weebo is not liable for any statements, representations relating to Customer content provided by Customers in the System.

 

10.4 Without prejudice to the generality of the foregoing, we do not warrant:

 

(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the System or the Weebo Services;

 

(b) that the System or the Weebo Services will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;

 

(c) that the System or the Weebo Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and

 

(d) the security of any information transmitted by you or to you through the System or the Weebo Services, and you accept the risk that any information transmitted or received through the Weebo Services or the System may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

 

10.5 Weebo expressly disclaims:-

 

(a) all liability whatsoever to the extent permitted by law whether arising in contract, tort or otherwise in relation to the use of the System or the Weebo Services; and

 

(b) all implied warranties, terms and conditions relating to the System or the Weebo Services (whether implied by statute or common law) including without limitation any warranty, term or condition as to accuracy, completeness, satisfactory quality, performance, fitness for purpose or any special purpose, non-infringement and information accuracy.

 

10.6 In particular but without prejudice to the foregoing, Weebo accepts no responsibility for any technical failure of the internet, data transmitted through the System or the failure of the System or any damage or injury to Customers or their equipment as a result of or relating to their use of the System.

 

10.7 Weebo will not be liable, in contract, tort (including, without limitation, negligence), under statute or otherwise, as a result of or in connection with the System or the Weebo Services, for any: (i) economic loss (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or (ii) loss of goodwill or reputation; or (iii) special or indirect or consequential loss.

 

10.8 Weebo will not be liable for and shall not be included as a party to any disputes or legal proceedings between a Customer and a End User.

 

10.9 For the avoidance of doubt, in the event Weebo is liable to you directly or indirectly in relation to the System, Weebo’s liability shall be limited to the aggregate Service Fees paid by you in the immediately preceding month before the claim.

 

  1. TERM AND TERMINATION

 

11.1 This Agreement shall commence from the date the Customer registers for an Account.

 

11.2 Any party who intends to terminate the Agreement for any reason whatsoever shall give advance written notice to the other party not less than thirty (30) days prior to the termination of this Agreement.

 

11.3 Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

 

11.4 This Agreement shall be terminated and Weebo is entitled to cease the Service forthwith by closing the Customer’s user account in any one of the following circumstances:

a. the Customer uses and/or declares false information;

b. the Customer is in breach of any provision of the Agreement, requirements or conditions; orc. the Customer  commits an offence or participates in anoffence by using the Service according to this Agreement.

 

  1. General

 

Amendments to Terms

 

Weebo reserves the right to update these Terms from time to time. If it does so, the updated version will be effective immediately, and the current Terms are available through a link in the Website to this page.

 

You are responsible for regularly reviewing these Terms so that you are aware of any changes to them and you will be bound by the new policy upon your continued use of the System.

 

No other variation to these Terms shall be effective unless in writing and signed by an authorised representative on behalf of Weebo.

 

Indemnity

 

By using the System, each Customer is deemed to have agreed to indemnify Weebo in full and on demand from and against any damages, losses, liabilities, claims, actions, proceedings, costs (including legal costs on a full indemnity basis as well after as before judgment) and expenses which Weebo may suffer or incur relating to, in connection with, arising from such Customer’s use of the System.

 

Confidentiality

 

The parties understand that all documents, information or materials produced or acquired under this Agreement are confidential information and trade secrets.

 

Neither party is entitled to disclose nor cause to be known by any way of such confidential information and trade secrets to any third party and agrees to properly keep them at any time either during and after the period hereof, except for the disclosure required by a court order or provisions of law. 

 

Termination

If a Customer violates any of the Terms, or otherwise create risk or possible legal exposure for us, Weebo can stop providing all or part of the System and/or the Weebo Services to you.

 

Weebo will notify you by email or at the next time you attempt to access your Account.

 

No Waiver

 

Any failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Weebo in writing.

Governing law

 

These Terms shall be governed by and construed in accordance with Singapore law and you agree to submit to the exclusive jurisdiction of the Singapore Courts.