Partner Program Agreement Terms - SHOPLINE Singapore

Last updated on: [May 16, 2023]

SHOPLINE Partner Program

By clicking on “I agree” (or a similar box or button) when you sign up as a Partner, using the Partner dashboard (if any) or participating in any Partners Program activities, you agree to be bound by the terms and conditions of the SHOPLINE Partners Program Terms (the “Terms”), where applicable. The Terms is a legal document between you as a Partner and SHOPLINE COMMERCE PTE. LTD., incorporated and registered in Singapore with company number 202013665N whose registered office is at 65 Chulia Street, #38-06, OCBC Centre, Singapore 049513 (“SHOPLINE”). Please note that the Terms should be read together with SHOPLINE Privacy Policy which is hereby incorporated by reference.

SHOPLINE is offering the services of creating online store websites for the merchants and providing technology support and add-on solutions for such merchants to manage and operate their online store websites (“Services”). SHOPLINE wishes to find and cooperate with influential individuals or enterprises to help SHOPLINE explore potential client resources(“Partners”). The Partner wishes to introduce to SHOPLINE contacts who may be interested in purchasing relevant services from SHOPLINE in return for commission in accordance with the Terms (the "SHOPLINE Partner Program").

Background of SHOPLINE Partner Program

The SHOPLINE Partner Program is for Partners to gain support and generate revenue through setting up e-commerce websites on SHOPLINE. We offer our partners two great ways to grow their business and generate ongoing monthly revenue:

• Build and set up e-commerce stores

• Refer clients to SHOPLINE

More than 500,000 merchants around the world are powered by SHOPLINE, and many of them are looking for help building and customizing their stores. Our one-stop, multi-channel commerce platform allows you to sell anywhere, securely and reliably. Our open API structure offers full storefront customization to help you deliver exactly what your client is looking for.

Benefits of the SHOPLINE Partner Program

As a SHOPLINE Partner, you have access to free training videos, API documentation, and other resources that will help you learn about SHOPLINE and grow your own business. You will also have access to information about our product roadmap, upcoming features, and support to quickly resolve questions that you or your clients might have. More, for every client you refer, you'll receive ongoing monthly income from SHOPLINE.

Eligibility of a Partner

1. The SHOPLINE Partner Program is free to join. You will be asked to provide relevant information or supporting documents upon signing up to join SHOPLINE Partner Program, including but not limited to your full name, contact details, or such other information as reasonably required by SHOPLINE. You agree to provide such information and supporting documents as requested for SHOPLINE to assess your eligibility.

2. SHOPLINE may in its sole discretion reject your application without disclosing reasons of unacceptance. SHOPLINE will confirm to you by official system email if you are successfully registered as a Partner and specify the type of Partner applicable to you (the “Confirmation”). You are effectively appointed as a Partner from the date of the Confirmation or the effective date specified in the Confirmation, whichever is later.

Partner Support

You will be assigned a dedicated Partnership Manager to support you through the SHOPLINE Partner Program and grow your business. You can also reach out to our Merchant Success team to resolve issues for your clients and understand more about the platform and our Services.

Partner’s Rights and Obligations

1. Subject to the Confirmation, SHOPLINE appoints the Partner on a non-exclusive basis to identify Prospective Clients for SHOPLINE in the Territory and to make introductions of such persons in accordance with the Terms.

2. The Partner shall:

• serve SHOPLINE faithfully and diligently and not allow its interests to conflict with its duties and obligations under the Terms;

• use its best endeavours to make introductions of the Prospective Clients;

• comply with all laws and regulations relating to its activities under the Terms, and with any conditions binding on it in any applicable licences, registrations, permits and approvals;

• comply with the mandatory policies or procedures as SHOPLINE may inform the Partner in writing from time to time;

• be solely responsible for maintaining a valid payment method for receiving a Commission;

• comply with all reasonable and lawful instructions of SHOPLINE and describe SHOPLINE and the Services (including the price of the Services) in a positive and accurate manner; and

• conduct itself in an ethical, professional and lawful manner in promoting SHOPLINE and/or the Services.

• maintain its own website or channels for marketing the Services;

• collect and pass through to SHOPLINE true, accurate and complete information of the Prospective Clients as required by SHOPLINE in order for SHOPLINE to make the Services available to the Prospective Clients;

• provide necessary training to the Prospective Clients to get them familiar with the Services in accordance with the SHOPLINE’s instructions.

• guide Prospective Clients to complete online registration, purchase and activate Services.

3. The Partner shall not:

• commit any act that may impair the reputation of SHOPLINE and/or its affiliated companies;

• buy search engine advertising, trademarks or domain names that mention or use “Shopline” or other SHOPLINE logos without SHOPLINE’s approval and not engage in any illegal, fraudulent, spam, aggressive or low quality marketing activities;

• hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind SHOPLINE in any way, or do any act which might reasonably create the impression that the Partner is so authorised;

• make or enter into any contracts or commitments or incur any liability for or on behalf of SHOPLINE, including for the provision of the Services or the price for them, or negotiate any terms for the provision of the Services with Prospective Clients;

• without the prior written consent of SHOPLINE, produce any marketing material for SHOPLINE's services or use SHOPLINE's name, logo or trade marks on any marketing material for the Services;

• without SHOPLINE's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in SHOPLINE's marketing material, or make any false, misleading or disparaging representations or statements with respect to SHOPLINE and/or the Services;

• engage in any email, fax, broadcast, telemarketing or any other offline marketing methods with respect to SHOPLINE and/or the Services;

• use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to SHOPLINE and/or the Services;

• copy, resemble or mirror the look and feel of SHOPLINE's websites or the Services or otherwise misrepresent the Partner’s affiliation with SHOPLINE;

• promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities; or

• violates any intellectual property or other proprietary rights of any third party.

4. The Partner must disclose to each Prospective Client that it is only a referral partner of SHOPLINE and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of SHOPLINE.

Partner Earnings

1. The Partner shall be entitled to Commission if a Qualified Prospective Client introduced by such Partner enters into a Relevant Contract and purchases certain Services.

2. For the purpose of these Terms, “introduce”, “introduced” or “introduction” shall mean the promotion of SHOPLINE and the Services by a Partner to a Prospective Client via an Affiliate Link resulting directly in the purchase of Services from SHOPLINE.

3. Qualified Prospective Client means the one who is not:

• an existing customer of SHOPLINE at the time of the introduction by Partner;

• involved in discussions relating to the sale of Services with SHOPLINE at the time of the introduction to SHOPLINE;

• previously introduced to SHOPLINE by Partner or by any other third party;

• (a) failing to meet SHOPLINE’s credit requirements,(b) on a list of restricted or prohibited parties issued by the government of Singapore or any other jurisdiction, or (c) located in a country that is subject to a Singaporean trade embargo or that is deemed a terrorist supporting country by the Singaporean Government;

• located in an area in which SHOPLINE has an exclusive arrangement for the sale of Services or which SHOPLINE is otherwise prohibited by agreement or law from accepting.

4. Partner shall be entitled to receive commission based on the subscription fee payable by a Prospective Client under that Relevant Contract (collectively, “Service Fee”), calculated as follow (the “Commission”):

5. Active Partner means the Partner who complete one of the following activities at least once every 12 months from the date that the Prospective Client purchases a Service:

• As a SHOPLINE Reseller,Agent,Affiliate Referral Partner or other roles recognized by SHOPLINE, successfully introduce a new Prospective Client to SHOPLINE and drive it to purchase the Service.

For Partners who fail to complete the above activity by the end of the 12-month period, all recurring Referral Commission will reset to zero.

Notes:

• For the purpose of the Terms, each of the Service Fee shall exclude any value added tax or other sales tax on them, any out-of-pocket expenses incurred by SHOPLINE in providing the Services and any discounts or rebates granted by SHOPLINE. The calculation of the Commission shall be based on the data in SHOPLINE’s system and records.

• SHOPLINE reserves the absolute sole discretion at any time to vary the terms of the Services, including rates and fees, with or without notification to Partner. The Service Fee will be computed based on the prevailing rates and fees charged by SHOPLINE.

• SHOPLINE reserves the right to modify the applicable Commission percentage at any time by giving Partner reasonable advance notice, either by email or posting in the Partner dashboard (if any).

• The calculation of the Commission shall base on the data (including data of value-added tax or any expenses) in SHOPLINE’s system and records.

• SHOPLINE shall be under no obligation to follow up any introduction by the Partner or to enter into a Relevant Contract.

• Partner shall inform and ensure that the Prospective Client shall activate the Services within 3 months from the date of subscription, otherwise the Services will expire upon expiry of the three-month period, and no refund will be provided.The Partner agrees that if the Prospective Client claims compensation for the expiry of the Service, the Partner shall keep SHOPLINE harmless from any claims from the Prospective Client.

• SHOPLINE has the right, at its sole discretion, to refund the Prospective Client who request a refund. In this case, SHOPLINE shall not be responsible to pay any Commission or other compensation related to amounts that have been refunded to the Prospective Client by SHOPLINE to the Partner.

Payment of Commission

1. Subject to the discretion of SHOPLINE, a person invited by a Partner will be considered a Prospective Client if such person purchases any SHOPLINE Services within 30 days of signing up for SHOPLINE via an Affiliate Link provided by that Partner.

2. Commission billing cycle: Monthly (e.g. 2023-04-01 00:00:00 UTC + 00: 00 ~ 2023-05-01 00:00:00 UTC + 00: 00)

3. If the Prospective Client has paid under the annual payment package, the Commission will be paid in 12 installments and the exchange rate is calculated according to the first commission exchange rate.

4. Exchange rate: The commission will be calculated according to the customer subscription package at the exchange rate of 23:30 (Singapore time) on the day you refer the Prospective Client to purchase our Services.

5. When a Prospective Client subscribed to a package and subsequently initiates a refund process, the commission processing rules are as follows:

• If the Prospective Client has paid under the monthly payment package, and the Prospective Client requests a refund, the invitation is deemed invalid and no Commission will be generated or otherwise be payable to the Partner.

• If the Prospective Client has paid under the annual payment package, and the Prospective Client requests a refund, Commissions shall be paid to Partner for the number of full months of the Prospective Client usage.

• The Partner shall, upon request of SHOPLINE, invoice SHOPLINE for the Commission payable in accordance with SHOPLINE's statement submitted.

• SHOPLINE will not be responsible to pay any Commission or other compensation:

o related to amounts that have been refunded to the Prospective Client by SHOPLINE;

o for a Prospective Client created or owned in whole or in part by the Partner;

o related to fraudulent sales or subject to chargebacks;

o where the Prospective Client is not introduced by the Partner first in order (according to SHOPLINE’s own records), regardless if SHOPLINE has commenced bona fide negotiation with such Prospective Client or not; or

o where a Prospective Client is introduced by the Partner and the Prospective Client then introduces SHOPLINE to a third party who purchases Services from SHOPLINE, the Partner shall not, by virtue of such initial introduction, be deemed to have introduced the third party to SHOPLINE, If any Commission paid by SHOPLINE are subsequently discovered to be subject to one or more of the exclusions set out above, or have been paid in error, SHOPLINE shall have the right to: (a) deduct such amount of payments due to the Partner; (b) reclaim any such amount paid to the Partner in error; or (c) set off such amount from payments due to the Partner in future payment periods. If the Terms is terminated before such amounts are fully repaid by the Partner to SHOPLINE, the Partner shall pay to SHOPLINE the remaining balance within thirty (30) days of the effective date of termination of the Terms.

6. The Partner shall be solely responsible for paying tax, surcharges and other levies (including but not limited to personal/individual income tax) imposed on the Partner under applicable laws and making tax declarations (including but not limited to income tax declaration) in any part of the world.

7. SHOPLINE shall not be responsible for any expenses incurred by the Partner unless such expenses have been agreed by SHOPLINE in writing, in advance.

Term and Termination; Post-termination Fees

1. Partner and SHOPLINE may have the right to terminate this Term upon written notice to the other at any time, for any reason or no reason. Unless the termination is for breach, it will not affect SHOPLINE’s obligation to pay Commissions in connection with Prospective Client that were accepted prior to the termination date.

Confidentiality

1. The Partner shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of SHOPLINE or its affiliated companies (the “Confidential Information”), except as permitted hereunder.

2. The Partner shall not use the Confidential Information for any purpose other than to perform its obligations under the Terms.

3. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from SHOPLINE shall be returned promptly to SHOPLINE on termination of the Terms, and no copies shall be kept, whether digitally or otherwise.

Data Protection

If the Partner has access to any personal data of a Prospective Client pursuant to the Terms (“personal data”), the Partner shall:

• only use or store such information for the purpose of carrying out obligations under the Terms, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in the Terms;

• only store such information for as long as reasonably necessary to carrying out obligations under the Terms;

• use industry standard measures to protect against unauthorized access to, disclosure or use of such personal data;

• comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information;

• shall notify SHOPLINE of any actual or suspected breach or compromise of personal data (a “Data Breach”) within 24 hours of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, the Partner will promptly remedy the Data Breach to prevent any further loss, investigate the incident, take reasonable actions to mitigate any future anticipated harm to SHOPLINE, and regularly communicate the progress of its investigation to SHOPLINE and cooperate to provide SHOPLINE with any additional requested information in a timely manner.

Limitation of Liability and Indemnity

1. Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, sales, revenue, or business; loss of anticipated savings; loss of or damage to goodwill; loss of agreements or contracts; loss of use or corruption of software, data or information; any loss arising out of the termination of the Terms; or any loss that is an indirect or secondary consequence of any act or omission of the party in question.

2. The Partner agrees to indemnify, defend and hold harmless SHOPLINE with respect to any loss, damage, claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of the Partner’s breach of any terms under the Terms, and/or the Partner’s gross negligence, fraud or wilful misconduct.

Intellectual Property Rights

1. SHOPLINE retains all the right, title and interest in all marketing and/or promotional materials relating to SHOPLINE (“SHOPLINE Materials”), including but not limited to copyrighted content, trade names, trademarks, logos, hypertext links, domain names, icons, buttons, banners, graphic files, images and other proprietary items (“SHOPLINE IP”). No provision of SHOPLINE Materials hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to the Partner or any other person.

2. The Partner shall not use SHOPLINE Materials and/or SHOPLINE IP for purposes other than carrying out its obligations under the Terms. The Partner shall cease to use any SHOPLINE Materials and/or SHOPLINE IP immediately upon termination of the Terms.

General Provisions

1. Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

2. Unless otherwise specified, the Terms constitute the complete and exclusive statement of the mutual understanding between the Partner and SHOPLINE with respect to SHOPLINE Partner Program and it supersedes all prior communications and proposals, whether electronic, oral or written, with respect to the subject matter, except as otherwise provided in these Terms.

3. No variation of the Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

4. The Terms is personal to the parties and the Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Terms, unless with prior written consent from SHOPLINE. SHOPLINE shall have the right to assign any part of or all of our rights and obligations under the Terms (by way of novation or other options in our absolute discretion) to an affiliate or a related third party based on its business adjustment. The Partner hereby consent to such assignment and agree to execute any necessary documents to effectuate such assignment or ovation.

5. No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

6. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.

7. Any notice or other communication given to a party under or in connection with the Terms shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email to your designated email address.

8. The Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Singapore.

9. The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms or its subject matter or formation (including non-contractual disputes or claims).

10. It is acknowledged that even though the Terms is electronic and is not physically signed by the Partner and SHOPLINE, it governs the Partner’s participation in SHOPLINE Partner Program and a printed version of the Terms and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Interpretation

“Affiliate Link”: a unique URL assigned to a specific affiliate. The affiliate link contains and records the Partner's ID or username, allowing the Partner to get credit for the traffic sent to SHOPLINE’s website.

“Business Day”: a day other than a Saturday, Sunday or public holiday in Singapore when banks in Singapore are open for business.

“Prospective Client”: a person resident or having its principal place of business in the Territory to whom SHOPLINE has not at any time previously provided the Services or any other goods or services and with whom SHOPLINE has not been in bona fide negotiations to provide the Services in the six (6) months before the Introduction Date.

“Introduction Date” is the date during the effective term of this Terms on which the Partner first introduces such Prospective Client to SHOPLINE.

“Relevant Contract”: a contract for the supply of the Services entered into between SHOPLINE and a Prospective Client who was introduced by the Partner.

“Territory”: the Republic of Singapore.

SHOPLINE PARTNER Agreement Terms