Merchant Agreement

This Merchant Agreement is between TASTEVUE LLP (UEN T25LL0128G) of 30 Raffles Place, BNI Tower, Singapore 048622 ("TasteVue", "we", "us") and the business that creates a merchant account or signs Commercial Terms with us ("Merchant", "you").

By creating a merchant account, accepting this Agreement electronically, or signing Commercial Terms that refer to it, you confirm that you have read and agree to it, and that the person accepting it is authorised to bind your business.

This Agreement governs your use of TasteVue as a business. It is separate from our member Terms of Service, which govern how diners use the TasteVue app.

Where you have signed Commercial Terms with us — a plan, a price, a trial, a founding-merchant programme or a list of outlets — those Commercial Terms and this Agreement together form the whole agreement between us. If the two conflict, the Commercial Terms win.

TasteVue is a food discovery, customer engagement and loyalty platform. Depending on your plan it may include your listing in our app, digital stamp cards, rewards, quests, member reviews and diary posts, analytics and promotional features.

Diners buy food and drink directly from you. TasteVue does not process, receive or settle those payments and is not a party to that transaction. You remain responsible for your food, service, prices, payments, refunds, taxes and customer disputes.

Nothing in this Agreement makes us partners, agents or employer and employee. We are independent businesses.

We sell two things, and you may take either or both:

• Starter — your listing. Your profile in the TasteVue app, its links, and the insights that go with it.
• Plus — the loyalty programme. Everything in Starter, plus digital stamp cards, priority placement in CraveMatch, quests and campaign support.

The two are priced on different units. Starter is charged once per Brand, whatever number of outlets you list under it. Plus is charged per outlet, and each outlet has its own subscription and its own billing date. Current prices are shown on our pricing page and, where you have them, in your Commercial Terms.

A "Brand" is a consumer-facing trade name. Different trade names or concepts may be treated as separate Brands, and where different legal entities or franchisees independently operate outlets we may ask for separate agreements. We may agree in writing to treat two names as one Brand.

Outlets you add later are subject to our then-current pricing for additional outlets, unless your Commercial Terms say otherwise. On Starter, adding an outlet to a Brand you already subscribe for does not change that Brand's charge; a second Brand is a second subscription.

A Plus outlet is free until 50 different members have collected a digital stamp at that outlet. From the Singapore-time day the 50th member is stamped there, that outlet moves onto its subscription price and is billed monthly from that date.

The count is per outlet and counts distinct members: a member stamped at two of your outlets counts once at each. A stamp your staff reverse within the reversal window does not count.

Because outlets reach 50 members at different times, each outlet has its own billing date, and each is charged separately. A renewal falls on the same day of the month; where a month has no such day, the last day of that month is used.

An outlet's price is fixed on the day it starts billing, at our list price that day. If we later raise prices, outlets already billing keep the price they started on, and any new outlet you open pays the new price. This means you may pay different amounts for different outlets, and that is intended.

Moving a Brand from Starter to Plus. The Brand's Starter subscription keeps being charged until one of its outlets reaches 50 members. From the end of the Starter billing period in which that happens, the Starter charge stops and that outlet is charged the Plus price instead, so you are never charged both for the same period. The Brand's other outlets then start billing on Plus one by one, each when it reaches 50 members.

Starter listings are billed monthly from activation. Where your Commercial Terms set a different free period, promotional credit or plan — for example a founding-merchant programme — those terms apply instead of this section.

During signup you must save a valid payment method through the secure link we provide. You authorise TasteVue and our payment processor to charge that method for subscription fees and other amounts due under this Agreement, on a recurring basis, until cancellation takes effect.

Fees are charged in advance for each outlet's billing period and renew automatically until cancelled. Cancelling stops the next renewal. Fees already paid are not refundable except where the law requires it.

If a charge fails we may retry it. If an amount stays unpaid for more than 14 days we may suspend your access, and fees continue to accrue during a suspension for non-payment.

We may change subscription or additional-outlet pricing on at least 30 days' notice. Changes take effect from your next renewal, and you may cancel before then without penalty by emailing us at support@tastevue.com. Fees are subject to GST if we become legally required to charge it.

A valid visit happens only when all of the following are true:

1. the member completes a genuine purchase at a participating outlet;
2. your staff enter the purchase amount accurately;
3. your staff start the TasteVue scanner; and
4. the member's TasteVue QR code is scanned successfully.

Unless we say otherwise, one dining transaction generates one valid visit. A valid visit may award the member TasteVue points and one digital stamp. A standard stamp card holds 10 stamps; after a completed card the member starts again from stamp 1. Stamps do not expire while your programme is running.

You choose the rewards and the stamps they unlock at — a reward can come at any stage of the card, not only at the end. You may offer free items, discounts or other rewards, and TasteVue points. Rewards must be agreed with us before they are published.

You fund your own rewards — free items, discounts and the like — unless your Commercial Terms say otherwise. TasteVue points are funded by TasteVue, including points given as a stamp reward; they cost you nothing.

You must honour rewards that members have validly earned and that the platform shows — except where a reward was shown because of an obvious technical error, in which case we may correct it and you need not honour it.

We may investigate, reject, reverse or correct visits, points, stamps or rewards where we reasonably suspect fraud, duplicate scanning, staff manipulation, incorrect amounts, technical error or other misuse. Our electronic records are reasonable evidence of platform activity, subject to obvious error.

You must:

• hold the licences you need and comply with the law;
• meet food safety, hygiene and allergen requirements;
• keep your outlet details, opening hours, menu and prices reasonably accurate;
• honour published TasteVue rewards and promotions;
• train the staff who use the TasteVue scanner;
• enter purchase amounts accurately;
• protect your merchant accounts, logins and any TasteVue equipment;
• not create fake visits, manipulate rewards or reviews, or help a member do so; and
• tell us promptly if you suspect misuse or fraud.

You are solely responsible for your food, drink, staff, customer service, and the payments and refunds between you and your customers.

We may suspend a brand or an outlet immediately where we have reasonable concerns about fraud, food or customer safety, unlawful activity, serious misuse of the platform, misuse of customer data, or manipulation of loyalty activity.

Members may post reviews, photographs, videos and diary entries through TasteVue. We do not promise that reviews will be positive or wholly accurate. We may moderate or remove content in line with our policies and the law.

You must not create, buy or manipulate fake reviews.

You give us permission to use your brand name, logo, menu, photographs and other materials you supply, to operate and promote TasteVue and to promote you. Content we create stays ours; you may use it to promote your own brand, but you may not sell it, claim to own it, or materially change it without our permission.

We may provide marketing support. We do not promise any particular number of posts, videos, customers, visits, sales, revenue, views or rankings, or any other business result.

This section is the one we have told members about. Our Privacy Policy promises every member that our agreement with each participating restaurant limits what that restaurant may do with their details. These are those limits, and they are not negotiable.

Both of us must comply with the Personal Data Protection Act 2012 and other applicable Singapore data protection law.

When a member collects a stamp with your brand, you may receive their name, email address, age band and their activity at your outlets. You receive this only for the brand whose stamp they hold, and only about your own outlets.

You must:

• keep member details confidential, and protect them with reasonable security measures;
• use them only to run your own loyalty programme, to market your own business, to handle that member's issues, and to review the analytics we make available — you may build your own marketing database from them for those purposes;
• never sell them, and never pass them to anyone else, other than a service provider acting for you under equivalent obligations;
• honour an opt-out or unsubscribe promptly, whether the member tells you or tells us; and
• tell us promptly of any suspected unauthorised access to or disclosure of member data, and cooperate with any notification required under the PDPA.

You do not receive, and must not attempt to obtain, a member's phone number, exact date of birth, password or account credentials, payment or card details, location, private diary activity, TasteVue points balance, or anything about their visits to any other restaurant.

A member you have never been stamped by is not yours to contact. If we find member data being misused we may suspend or terminate immediately under Ending this Agreement.

We do not promise uninterrupted or error-free availability, and we offer no guaranteed uptime or service level.

We may change the platform, its features, interface, loyalty mechanics and integrations as the product develops, and we may introduce new paid features or plans. Where it is reasonably practicable, we will give notice of a material reduction in core paid functionality.

We may update this Agreement on at least 30 days' notice. Updates take effect from your next renewal, and you may cancel before then if you do not accept them.

You may cancel at any time, effective at the end of your current subscription period. Email support@tastevue.com to do it. Until that date you keep full access, and you can change your mind at no charge.

We may suspend or terminate immediately for fraud, serious safety or regulatory concerns, misuse of member data, unlawful activity, or serious misuse of the platform. For other material breaches we may terminate if the breach is not put right within 14 days of notice.

When you leave TasteVue:

• members can no longer collect stamps with your brand, and incomplete stamp progress lapses;
• rewards members have already fully earned stay redeemable for 30 days after termination, where your brand is still operating and fulfilment is reasonably possible — we tell members this in our member Terms, and you must honour them;
• any unused promotional credit lapses; and
• your dashboard may stay read-only for up to 30 days after termination before access is removed.

We are not responsible for losses arising from your food, products, staff, customer service, customer behaviour, inaccurate information you supply, or the underlying transactions between you and your customers.

To the maximum extent the law allows, and where we have taken reasonable measures to prevent or reduce the loss, we are not liable for indirect or consequential losses, including loss of profits, revenue, business opportunity or goodwill.

Our total liability under this Agreement will not exceed the higher of the subscription fees you paid or owe for the previous 12 months, or S$500. This cap does not limit amounts we are otherwise obliged to pay in the ordinary course of this Agreement, including verified reward reimbursements we have agreed to.

You will indemnify us against reasonable third-party claims to the extent caused by your food, products, allergens or food safety; your breach of the law; your infringement of third-party rights; your fraud or manipulation of loyalty activity; your misuse of member data; or your failure to honour a reward you funded.

We may use third-party service providers to run the platform, and we are not responsible for delays or failures caused by circumstances reasonably outside our control.

We may assign or transfer this Agreement to an affiliate or to a successor of our business. You may not assign it without our written consent.

This Agreement and any Commercial Terms are the entire agreement between us. You confirm you have not relied on any statement not set out in them, except in the case of misrepresentation or fraud.

This Agreement is governed by Singapore law, and both of us submit to the exclusive jurisdiction of the Singapore courts. It may be accepted and signed electronically.

TASTEVUE LLP (UEN T25LL0128G), 30 Raffles Place, BNI Tower, Singapore 048622.

For anything about this Agreement, your subscription, billing, or member data: support@tastevue.com.

How we handle your own business and contact details is set out in our Merchant Privacy Notice.