Terms and Conditions
Salesnap Pte Ltd (“Salesnap”) is a company incorporated under the laws of the Republic of Singapore, identified with UEN 202346989C, with registered address at 10 Anson Road #33-10 International Plaza Singapore 079903. For all purposes of these terms and conditions (hereinafter “Terms and Conditions”), Salesnap will be the operator of an API Integration software through which it will facilitate a check-out solution that orchestrates all the different payment methods and anti-fraud providers in a single integration.
The domain name https://salesnap.com/, an internet based portal, is owned and operated by Salesnap and its subsidiaries, affiliates and authorized service provider. The domain name is referred to as the “Platform”.
These Terms and Conditions (“Agreement”) is a legal agreement between you or an entity that you are representing (“you,” “your”, or “User”) and Salesnap (“we,” “our” or “us”). This Agreement governs your use of the products and services made available to you by Salesnap, including websites, software, hardware, content made available by us, and any other products and services (collectively, the “Services”). If you are accessing the Services on behalf of an entity (for example, a company, non-profit entity, university, or other business or organization), you represent to us that you have authority to bind that entity to these terms, and that entity accepts these terms, and the term “you” or “your” will apply to such entity.
Please read these Terms and Conditions carefully. By accessing, browsing or in any way transacting on the Platform, or availing any Services on the Platform as provided by Salesnap and its affiliates, you signify your agreement to be bound by these this Terms and Conditions. Further, by impliedly or expressly accepting these Terms and Conditions, you also accept and agree to be bound by our policies, including the Privacy Policy, which also governs your visit to the Platform, to understand our practices, and such other rules, guidelines, policies, terms and conditions as are relevant under the applicable law(s) in Singapore, Philippines, Indonesia and other jurisdictions for the purposes of accessing, browsing or transacting on the Platform, or availing any of the Services, and such rules, guidelines, policies, terms and conditions shall be deemed to be incorporated into, and considered as part and parcel of these Terms and Conditions. Please note that Salesnap reserves the right to update/amend these Terms and Conditions or any other policy included by reference at any time without notice to the User, therefore, you may periodically review this page/link to make sure you have the latest version of the Terms and Conditions and Privacy Policy (the “Amended Version”). The Amended Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of an Amended Version constitutes your acceptance of such Amended Version. Any Dispute that arose before the changes will be governed by the Terms and Conditions in place when the Dispute arose.
If you do not understand any of the terms of this Agreement, please contact us ([email protected]) before using the Services.
1. Access and Use of Service
1.1. Our services consist of a single payments integration and unified application programme interface (API) which manages the front-end checkout process and backend consolidation of certain payments services and related onboarding and integration services (the “Services”). Further details of the operation and functionality of the Services are made available through our API, User Guide and other associated documentation accessible via Website or as otherwise provided to you by Salesnap.
1.2. Our Service will be made available to you and your authorized users (each, a "User") certain Software as Services’ offerings, as described in each Service Level Agreement. Each Service Level Agreement sets forth (a) the nature of the Services provided by Salesnap that have been selected and purchased by you, (b) the period in which the Services will be provided on a non-trial basis (each, a "Subscription Period"), (c) the number of Users (as defined below) authorized to use the Services, and (d) the fees for the Services per Subscription Period ("Subscription Fees").
1.3. API Access. Salesnap will use commercially reasonable efforts to promptly provide you with access to the Salesnap Application Programming Interface ("API"), which is part of the Services. The API will be hosted by Salesnap and accessed by you through the Services. You acknowledge that the API and API functionality (a) is only available through the Services, (b) is not available separately, and (c) is subject to the terms and conditions of this Agreement. You will not access or use, or attempt to access or use, the API separately from the Services.
1.4. Service Levels. Salesnap will (a) provide the support for the Services described at the bottom of this page ("Support Terms"), and (b) use commercially reasonable efforts to meet the service level standards described in ("Service Level Rules"). The Support Terms and Service Level Standards are incorporated into this Agreement by reference.
1.5. Use requirements. You are responsible for maintaining the confidentiality of your User passwords, identifications and other credentials and login information (collectively, "Passwords"), and you agree that Salesnap has no liability with respect to your use of any Password. You recognize that passwords are personal to each User, and you are responsible for ensuring that each password is used only by the applicable User. You shall immediately notify Salesnap if it has reason to believe that the security of your account has been compromised or if any unauthorized person has accessed any of the Services.
1.6. Notwithstanding any contrary term in these Terms and Conditions, (i) to the extent a conflict arises between the terms and conditions of a Service Level Agreement and the terms and conditions of this Agreement, the Service Level Agreement shall prevail, and (ii) you are responsible for the acts and omissions of each User in the use of the Services.
1.7. Subject to your compliance with the terms of this Agreement, Salesnap hereby grants you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services for your internal business operations following the creation of your account and the successful integration of the Services with your website, app and/or platform (as applicable).
1.8. In order to use the Services, you must register and create an account on the Salesnap website. You must keep a secure password for your use of the Services and keep such password confidential. You must also keep the information in your Salesnap account accurate and up-to-date.
1.9. Salesnap undertakes that the Services will be provided:
1.9.1. substantially in accordance with our documentation;
1.9.2. with reasonable skill and care and in accordance with applicable laws; and
1.9.3. in accordance with Salesnap’s Service Level Agreement provided or made available to User (the Service Level Agreement).
1.10 Restrictions
1.10.1. You must not, except as may be allowed by any applicable law which is incapable of exclusion and except to the extent expressly permitted under this Agreement:
a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
b. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
1.10.2. access all or any part of the Services in order to build a product or service which competes with the Services;
1.10.3. license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit, or otherwise make the Services available to any third party;
1.10.4. attempt to obtain, or assist third parties in obtaining, access to the Services other than as permitted under this Agreement;
1.10.5. introduce or permit the introduction of any viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code, into our network and/or information systems; or
1.10.6. use the Services in a manner that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations (including, without limitation, where we cannot verify your identity or other required information about your business).
1.11. User’s Obligations. You shall:
1.11.1. comply with all applicable laws and regulations with respect to your use of the Services and your activities under this Agreement;
1.11.2. ensure that your personnel’s use of the Services complies with the terms and conditions of this Agreement and you shall be responsible for any breach by them of this Agreement;
1.11.3. btain and maintain all necessary licences, consents, and permissions necessary for your use of the Services;
1.11.4. implement appropriate technical and organisational security measures in respect of your website, app, platform, services and customer data; and
1.11.5. ensure that your network and systems are sufficient to enable you to use the Services.
1.12. Reserves of Rights. We reserve the right, without liability or prejudice to its other rights under this Agreement, to disable your access to the Services in the event of a breach of Article 1.10 of this Agreement provided that:
a. to the extent reasonably practicable, Salesnap will notify you in advance of disabling such access, and
b. to the extent such breach is remediable, you do not remedy such breach within 7 days of such notice (where provided).
You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
2. Fees and Payment Conditions
2.1. Integration Fees. We will charge you a recurring fee for integrating APIs into your website and/or systems. This Integration Fees will include setup costs and customization fees. Integration Fees shall be invoiced at a fixed fee for ongoing access to our Platform and shall include taxes. Unless otherwise set forth in the Order, Salesnap will invoice you monthly in advance for the Integration Fees, you will pay all amounts invoiced to Salesnap within twenty (20) days from the date of such invoice, and all payments must be made (a) in US dollars at the Representative Market Rate (TRM) established by the parties in each Service Level Agreement and (b) by bank transfer in funds immediately available to an account designated by Salesnap
2.2. Subscription Fees. You will pay Salesnap the Subscription Fees in accordance with the payment terms set forth in the applicable Order. Subscription Fees shall be invoiced at a fixed fee for ongoing access to our Platform and shall include taxes. Unless otherwise set forth in the Order, Salesnap will invoice you monthly in advance for the Subscription Fees, you will pay all amounts invoiced to Salesnap within twenty (20) days from the date of such invoice, and all payments must be made (a) in US dollars at the Representative Market Rate (TRM) established by the parties in each Service Level Agreement and (b) by bank transfer in funds immediately available to an account designated by Salesnap.
2.3. Transaction Fees. Our Transaction Fees will be depending on the volume of transactions between you and your Users as will be set out in separate Service Level Agreement.
(Integration Fees, Subscription Fees, and Transaction Fees hereinafter shall be referred to as “Fees”).
2.4. Late Payments. Should there be any late payments from your side then you authorize Salesnap to freeze your account from the due date of payment until the date of full payment of made by you to our account as agreed in the Service Level Agreement.
2.5. You shall be responsible for all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes on the Services provided under this Agreement.
2.6 Notwithstanding anything to the contrary in this Agreement, (a) Salesnap will not be obligated to issue any refund for Subscription Fees paid, and (b) Salesnap, in its sole discretion, may modify its prices during any Subscription Period, provided that the Modifications are only effective from the Subscription Period directly following the one currently running.
2.7. Except in relation to any bona fide disputes regarding payment, in the event any Fees are not paid by the due date, without prejudice to its other rights and remedies, Salesnap may, without liability to you, disable your account and/or access to all or part of the Services and Salesnap shall be under no obligation to provide any or all of the Services while such Fees remain unpaid.
3. Data Protection
3.1. As part of its provision of the Services, Salesnap shall process certain Personal Data on the User’s behalf acting as the User’s processor. The subject-matter, nature and purpose of the processing shall be the provision of the Services pursuant to this Agreement. The duration of the processing shall be the duration of your use of the Services. The categories of individuals shall be your customers and the type of Personal Data shall be as described in the documentation made available to you by Salesnap. In relation to the foregoing, unless the Parties enter into a separate data processing agreement which the Parties agree will supersede this article, Salesnap shall:
3.1.1. process such Personal Data only on documented instructions from the User, unless required to do otherwise by applicable law, in which case Salesnap shall, unless legally prohibited from doing so, inform you of such legal requirement – you agree that these terms and your use of the Services in accordance with the available functionality shall constitute your documented instructions;
3.1.2. ensure that persons authorised by it to process such Personal Data are subject to appropriate obligations of confidentiality;
3.1.3. implement appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
3.1.4. notify you without undue delay on becoming aware of a Personal Data breach affecting such personal data;
3.1.5. assist you, at your expense, with the fulfilment of your obligation to respond to requests for exercising individuals’ rights under applicable privacy and data protection law, together with your obligations regarding data security, notification of Personal Data breaches to the supervisory authority, communication of Personal Data breaches to the affected individuals, data protection impact assessments, and prior consultation with the supervisory authority;
3.1.6. at your choice, delete or return all such Personal Data after the end of the provision of the Services, and delete existing copies unless applicable law requires storage of such personal data; except that the you acknowledge and agrees that Salesnap may retain data relating to the your transactions undertaken using the Services on an anonymous basis;
3.1.7. make available to the you all information necessary to demonstrate compliance with this article;
3.1.8. allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided that:
a. Salesnap shall be compensated for its reasonable and demonstrable costs and expenses in relation to such audit;
b. reasonable advance notice shall be given in respect of any such audit;
c. any such audit shall only be conducted during our normal business hours
d. any such audit shall be conducted to cause minimal disruption to our business operations;
e. no access shall be given to our confidential information or any information relating to other Users and/or financial data; and
f. any third party auditor shall enter into confidentiality obligations directly with Salesnap which are reasonably acceptable to us.
3.2. Subject to Article 5.1, you hereby provide your general authorisation for us to engage other processors (Third Party Services) to carry out processing activities on your behalf in relation to the Services. The list of Third Party Services currently engaged by Salesnap is set out in the Schedule I to these Terms and Conditions. We will make available to you information regarding any intended changes concerning the addition or replacement of the Third Party Services. If, within seven (7) days of receipt of such information, you notify us in writing of any objections on reasonable grounds to the proposed addition or replacement:
3.2.1. Salesnap shall take reasonable steps to address your objections, and shall provide you with a reasonable written explanation of the steps taken; and
3.2.2. if having received from us a reasonable explanation to address your objections, you nevertheless object to the addition or replacement, we shall not proceed with the addition or replacement with respect to the processing of any Personal Data on your behalf, and may, at your cost, propose the engagement of a different processor in accordance with this article. You acknowledge and agree that where you object to the appointment of a Sub-Processor pursuant to this article, Salesnap may be prevented from providing the associated services to you, and we shall have no liability to you in respect of its inability to provide all, or part of, such Services.
3.3. Subject to Article 5.1, where Salesnap engages a Third Party Service for carrying out specific processing activities on your behalf, materially equivalent data protection obligations as set out herein shall be imposed on the Third Party Service. Where the Third Party Service fails to fulfil its data protection obligations, Salesnap shall remain fully liable to you, subject to the limitations and exclusions of liability set out herein, for the performance of the Third Party Services’ obligations.
3.4. By accepting this Terms and Conditions, you hereby provide your general authorisation for us, agreed and accepted that Salesnap exclusively own all Personal Data provided by you to Salesnap through our Website and/or other platforms. You also unconditionally agree to release, indemnify in full and hold harmless Salesnap against any and all losses, costs, penalties, fees, expenses (including but not limited to any litigation and legal consultant expenses) which have been, is, or suffered by, incurred by or expended by or threatened against Salesnap arising directly or indirectly out of or in connection with the usage of your Personal Data by Salesnap, unless such losses are caused by willful acts, negligence or breaches of this Agreement and the Applicable Local Regulations.
3.5. You must ensure that you have an appropriate lawful basis and all necessary notices in place to enable the lawful transfer of any Personal Data to us for the duration and purposes of this Agreement.
4. PCI Compliance
4.1. You agree to comply with:
4.1.1. the applicable data privacy and security requirements under the Payment Card Industry (PCI) Data Security Standard (DSS) with regard to your use, access, and storage of cardholder information; and
4.1.2 your obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
4.2 Salesnap agrees to comply with its obligations under the PCI-DSS.
4.3. Without prejudice to the generality of the foregoing and/or Article 4.4 of this Agreement, but subject to this article, we acknowledge that it is responsible for the security of customer cardholder data it possesses or otherwise stores, processes or transmits on behalf of the User, or to the extent that it could impact the security of the customer cardholder data environment.
4.4. You are responsible for verifying and ensuring that any third party payment processor which you choose to use via the Services:
4.4.1. complies with applicable data privacy and security requirements under the PCI DSS;
4.4.2 is responsible for the security of customer cardholder data it possesses or otherwise stores, processes or transmits on your behalf; and
4.4.3 complies with all applicable laws and regulations as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
5. Third Party Services and Platforms
5.1. You acknowledge that the Services will enable you to access and integrate with the products and services of third parties, such as payment services providers, fraud providers, loyalty and reward platforms, and accounting software (“Third Party Services”). You acknowledge and agree that the providers of any such Third Party Services are not acting as our sub-processor nor are they our sub-contractors. You may only use any such Third Party Services via our Services where you have a direct contract with the provider of any such Third Party Services.
5.2. Your use of any Third Party Services is at your own risk. We do not endorse, and makes no representation, warranty or commitment, and shall have no liability or obligation whatsoever in relation to your use of, any Third Party Services.
5.3. Any contract entered into and any transaction completed via any Third Party Services is between you and the relevant third party, and not Salesnap.
5.4. Your right to use the Services is conditional on your compliance with the applicable third party terms and conditions which apply to your use of the Third Party Services.
5.5. You hereby consent to the providers of the applicable Third Party Services with whom you integrate via our Services accessing your fraud, chargeback and authentication and authorisation level data for your transactions for the purposes of reporting to us and improving and enhancing the fraud and risk capabilities of the Third Party Services in general.
5.6. Where Salesnap has agreed that you may use the Services acting as a platform on behalf of other third party Users (End User), the following shall apply:
5.6.1. We acknowledge and agrees that you will not be in breach of Article 1.7, 1.10 and 20.5 of these Terms and Conditions solely as a result of you using the Services in connection with and/or on behalf of any such End User;
5.6.2. you shall ensure that any such End User comply with:
a. the PCI DSS;
b. their obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
5.6.3. you will be responsible for the acts and/or omissions of the End User in connection with the Services provided pursuant to this Agreement;
5.6.4. you will notify Salesnap of the identity of the End User in accordance with the process as agreed between the Parties; and
5.6.5. you acknowledge and agree that Salesnap shall be free to provide the Services directly to any such End User and/or enter into agreements directly with such End User at our discretion.
6. Customer Transactions
6.1. You may only use the Services for legitimate transactions with your customers. We are not responsible for the products or services which users (including you) promote or sell. You acknowledge and agree that you are solely responsible for the nature and quality of the products or services you promote and sell, and for any/all delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.
6.2. You acknowledge and agree that you are responsible for:
6.2.1. determining whether any transaction undertaken by your customers using the Services is suspicious or accidental; and
6.2.2. any losses you incur due to any such suspicious or accidental transactions in connection with your use of the Services.
7. Acceptance of Terms and Conditions
Should you are a company, then the authorized representative of your company who accept these Terms and Conditions also declares and guarantees that your company have sufficient power to represent and obligate the company to comply with what is established here.
8. Liability and Compensation
Should you are a company, then the authorized representative of your company who accept these Terms and Conditions also declares and guarantees that your company have sufficient power to represent and obligate the company to comply with what is established here.
9. Intellectual Property Rights
9.1. You acknowledge and agree that Salesnap and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
9.2. You may choose to or we may invite you to submit suggestions or ideas about improvements to the Services (“Feedback”). If you submit any Feedback to us, we will presume that your Feedback was delivered to us without any restrictions on our use of the same. You also agree that we have no obligations or duties to you in connection with any Feedback you submit to us, and that we are free to use your Feedback without any attribution or compensation to you.
9.3. The parties acknowledge and agree that, as between Salesnap and the User, the User owns all customer payment data. The User will be able to migrate its token from Salesnap to another provider at any time at the your discretion.
9.4. Salesnap exclusively own all materials provided by you to Salesnap hereunder as well as your trademarks, copyrights, patents and all other intellectual property (collectively your IP). You agree that its use of User IP, if any, inures to the benefit of User, including any goodwill therein, and that Salesnap will not acquire any ownership in User IP as a result of this Agreement.
10. Confidentiality
10.1. Each party may be given access to information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in this Agreement, or is information which a reasonable personal would understand to be confidential (Confidential Information).
10.2. Confidential Information shall not be deemed to include information that:
10.2.1. is or becomes publicly known other than through any act or omission of the receiving party;
10.2.2. was in the other party’s lawful possession before the disclosure;
10.2.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
10.2.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
10.3. Each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement. Notwithstanding the foregoing, each party may disclose the other’s Confidential Information to its professional advisors and agents provided they are subject to confidentiality obligations no less strict than those contained in these Terms and Conditions.
10.4. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much written notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this article, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.6. The above provisions of this Article 10 shall survive termination of this Agreement for any reason.
11. Warranties and Indemnity
11.1. We shall defend you against any claim that your use of the Services in accordance with this Agreement infringes any patent, copyright, trade mark, or database right, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
11.1.1. We are given prompt notice of any such claim;
11.1.2. you provide reasonable co-operation to us in the defence and settlement of such claim; and
11.1.3. We are given sole authority to defend or settle the claim.
11.2. In the defence or settlement of any which is the subject of the indemnity in Article 11.1 above, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on notice to you without any additional liability.
11.3. In no event shall Salesnap be liable to you to the extent that any alleged infringement is based on:
11.3.1. a modification of the Services by anyone other than us;
11.3.2. your use of the Services in a manner contrary to this Agreement, Salesnap’s documentation and/or the instructions given to you by us;
11.3.3. your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
11.4. The foregoing and Article 12 state your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, or database right.
12. Disclaimer and Limitation of Liability
12.1. Except as expressly and specifically provided in this Agreement:
12.1.1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
12.1.2. the Services are provided on an “as is” and “as available” basis. Notwithstanding the generality of the foregoing, we do not warrant that:
a. your use of the Services will be uninterrupted or error-free; or
b. that the Services will meet your requirements.
12.2. We are not responsible for any delays, delivery failures, or any other loss or damageresulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
12.3. Nothing in this Agreement limits or excludes either Party’s liability for:
12.3.1. death or personal injury caused by negligence;
12.3.2. fraud or fraudulent misrepresentation;
12.3.3. Fees payable and/or due; or
12.3.4. any other liability which cannot be limited or excluded by applicable law.
12.4. Subject to Article 12.3, neither Party shall be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise for any:
12.4.1. loss of profits;
12.4.2. loss of business;
12.4.3. depletion of goodwill and/or similar losses;
12.4.4. loss or corruption of data or information; or
12.4.5. any special, indirect or consequential losses, in each case however arising under this Agreement.
12.5. Subject to Article 12.1 to 12.4, each Party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise, under or in connection with this Agreement (including in respect of any indemnity given in this Agreement), shall be limited to the Fees paid by you during the 3 months immediately preceding the date on which the claim arose.
13. Term of Agreement and Termination
13.1. This Agreement commences on the Effective Date stated on the Service Level Agreement and shall continue until terminated by you or Salesnap in accordance with these Terms and Conditions.
13.2. You may terminate this Agreement by closing your account with Salesnap at any time and ceasing to use the Services.
13.3. Should you subscribe into our subscription program and there is be a Minimum Term agreed and specified on the Service Level Agreement, this Agreement shall continue for the duration of the Minimum Term. On expiry of the Minimum Term, this Agreement will automatically renew for successive one (1) year period, each a Renewal Period unless you serve at least thirty (30) days’ written notice of termination prior to expiry of the Minimum Term or the then current Renewal Period.
13.4. We may terminate this Agreement or close your account:
13.4.1. at any time (if no Minimum Term is agreed and specified on the Service Level Agreement); or
13.4.2. following expiry of the Minimum Term (where a Minimum Term is agreed and specified on the Service Level Agreement),
in each case for any reason by providing you with at least 1 month’s advance notice.
13.5. Where a Minimum Term is agreed and specified on the Service Level Agreement, without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
13.5.1. the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy such breach within a period of thirty (30) days after being notified in writing to do so;
13.5.2. to the extent permitted by applicable law, the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
13.5.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.6. Notwithstanding any other provision of this Agreement, we may also immediately suspend your account with Salesnap or terminate this Agreement on written notice to you in the event:
13.6.1. we determine at our reasonable discretion that you or your use of the Services present any fraud risk, credit risk, or any other material risk to us, our other customers or the Services;
13.6.2. you use the Services in a prohibited manner or otherwise do not materially comply with any of the terms of this Agreement;
13.6.3. we are required to do so by any applicable law or regulatory authority;
13.6.4. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
13.6.5. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
13.7. On termination of this Agreement for any reason:
13.7.1. all licences and rights granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services;
13.7.2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
13.7.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
13.8. Effects of termination. Upon expiration or termination of these Terms and Conditions (a) all rights and licenses granted to you under the Terms and Conditions will immediately terminate, and (b) you shall immediately pay to us all amounts owed by you on the period contracted by you. Should you join our subscription program and you terminate our Agreement before the Subscription Period is ended, then Salesnap will not be liable to provide you with any refund for any fees that has been paid in advance. Salesnap will not accept any set-off request for any fees incurred.
Notwithstanding anything to the contrary in these Terms and Conditions, (i) Article 1.10 (Restrictions), Article 2 (Fees and Payment Conditions), Article 8 (Liability and Compensation), Article 10 (Confidentiality), Article 11.1 (Warranties and Indemnity), Article 12 (Disclaimer and Limitation of Liability), Article 13.8 (Effects of Termination), Article 18 (Protection of Personal Data), and Article 20 (General) will survive any termination or expiration of these Terms and Conditions, and (ii) no refunds will be made.
Notwithstanding anything to the contrary in these Terms and Conditions, (i) Article 1.10 (Restrictions), Article 2 (Fees and Payment Conditions), Article 8 (Liability and Compensation), Article 10 (Confidentiality), Article 11.1 (Warranties and Indemnity), Article 12 (Disclaimer and Limitation of Liability), Article 13.8 (Effects of Termination), Article 18 (Protection of Personal Data), and Article 20 (General) will survive any termination or expiration of these Terms and Conditions, and (ii) no refunds will be made.
14. Disclaimer of Warranties
You acknowledge and agree that the services are provided as is and as available and that your use of the Services shall be at your sole risk. to the fullest extent permitted by applicable law, Salesnap, its affiliates and their respective officers, directors, employees, agents, affiliates, branches, subsidiaries, and licensors (“Salesnap Parties”) disclaim all warranties, express or implied, in connection with the services including mobile apps and your use of them. To the fullest extent permitted by applicable law, the Salesnap Parties make no warranties or representations that the Services have been and will be provided with due skill, care and diligence or about the accuracy or completeness of the Services’ content and assume no responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (iii) any unauthorized access to or use of our servers and/or any and all Personal Data stored therein, (iv) any interruption or cessation of transmission to or from the Services, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services through the actions of any third party, (vi) any loss of your data or content from the Services and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services.
Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. The Salesnap Parties will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or Services. You are solely responsible for all of your communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services. No advice or information, whether oral or written, obtained by you from Salesnap or through or from the Services shall create any warranty not expressly stated in these Terms and Conditions. Unless you have been expressly authorized to do so in writing by Salesnap, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
15. Independence of the Parties
You and Salesnap are independent contractors, and nothing in these Terms and Conditions is intended or creates any type of joint venture, partnership, joint venture or employer/employee relationship between the Parties. Based on the foregoing, the Parties will comply with their obligations towards third parties (in the field of labor, social security and tax) independently.
16. Fortuitous Event or Force Majeure
Neither Party will be liable for any delay or failure to comply with these Terms and Conditions resulting, directly or indirectly, from acts of God or force majeure.
"Force majeure" or "fortuitous event" means all causes or events that are beyond the control of either Party and that cannot be foreseen or that, if they could be foreseen, could not be avoided and that occur once these Terms and Conditions are accepted and prevent, delay or hinder the fulfilment of the obligations of one of the Parties, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, pandemic, storm or default of suppliers or sub-contractors (provided such default of suppliers or sub-contractors is itself caused by Force Majeure).
"Force majeure" or "fortuitous event" means all causes or events that are beyond the control of either Party and that cannot be foreseen or that, if they could be foreseen, could not be avoided and that occur once these Terms and Conditions are accepted and prevent, delay or hinder the fulfilment of the obligations of one of the Parties, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, pandemic, storm or default of suppliers or sub-contractors (provided such default of suppliers or sub-contractors is itself caused by Force Majeure).
17. Governing Law and Dispute Resolution
17.1. Governing Law. This Agreement will be construed and enforced in accordance with, and governed by, the substantive laws of the Singapore, without regard to the conflict of laws principles thereof, and all actions arising out of or relating to this Agreement must be brought in the Arbitration proceeding as detailed in Section 17.2 below.
17.2. Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the arbitration rules of the SIAC in force at the time. The seat of the arbitration will be Singapore, and the language of the arbitration will be English.
18. Protection of Personal Data
The legal representatives of the Parties authorize the processing of Personal Data collected to advance the execution of what is stated in these Terms and Conditions (name, identification, email, credit and/or debit card data). The legal representatives of the Parties declare that they have been informed that the owners of the information have the right to know, update or rectify personal data, file complaints with the Superintendence of Industry and Commerce, delete or eliminate Personal Data from the databases. of data from the Parties, as well as request proof of authorization; rights that may be exercised in the following channels:
In the event that Salesnap accesses Personal Data of third parties as Processor it undertakes to: (i) process the Personal Data for the provision of the Services in accordance with the instructions and policies of you and/or your company and (ii) carry out the treatment in accordance with the purpose that has been authorized, under the principles that they protect and in accordance with the purpose established in these Terms and Conditions, on behalf of and on behalf of you, who act as responsible for Personal Data.
The Privacy Policy (the “Privacy Policy”) adopted by Salesnap is an integral part of this document and, therefore, is understood to be incorporated.
We will maintain reasonable security practices and procedures. We will comply with all reasonable data retention and erasure (or destruction) requirements under the rules applicable to the processing and security of Personal Data.
If we learns or has reason to believe that any unauthorized access or use, or any security incident affecting you or your users, has occurred, we will notify you and will comply with all notification requirements under the rules applicable to you.
As between the parties and subject to the limited grant set forth in this section, you are the owner of all Personal Data. During the term of this Agreement, you grant Salesnap a non-exclusive, royalty-free, worldwide, sublicensable right and license to reproduce, modify and store all electronic data or information provided by you to us through the Services solely in connection with the Services. Before granting us access to Personal Data, you have obtained (a) all rights and consents necessary to grant us the rights set forth in this Agreement with respect to such Personal Data, and (b) all Personal Data of your company have been collected, stored, transferred, processed, collected, disclosed and otherwise handled in accordance with all applicable laws, rules and regulations, including, among other rules applicable to the processing and security of Personal Data.
You acknowledge and agree that Salesnap may monitor, collect, use and store anonymous, aggregated statistics about the use of the Services and/or individuals/entities that interact with the Services (collectively, "Salesnap Analytics Data").
19. Changes to the Services and this Terms and Conditions
19.1. You acknowledge and agree that the Services are continually evolving and we may add, remove and/or alter any features or functionality of the Services at any time with or without notice, provided that we will provide advance notice where any such addition, removal and/or alteration will result in a material degradation or depreciation in the Services.
19.2. We may amend or add to the terms of this Agreement at any time. Any such changes and/or additions will apply to a new version of the Agreement (as indicated by the applicable version number stated at the bottom of these Terms and Conditions). Notwithstanding the foregoing, the version of this Agreement stated on the Service Level Agreement will continue to apply as between the Parties until and/or unless the Parties agree to amend the Service Level Agreement to reflect any amendments to the Terms and Conditions which apply to such Service Level Agreement.
20. General
20.1. You acknowledge and agree that Salesnap shall be entitled to make any public or press announcements, publicise its provision of the Services to you, and/or refer to you as a user of the Services on our website and/or in our promotional materials, except that any use by Salesnap of your brand or logo shall be subject to the your prior written consent.
20.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.
20.3. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
20.4. This Agreement and the documents referred to and incorporated herein constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
20.5. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
20.6. We shall not, without your prior written consent, assign, transfer, charge, sub-contract (subject to Article 5.2) or deal in any other manner with all or any of its rights or obligations under this Agreement, except that we may assign all or any of its rights under this Agreement to any person to which it transfers its business.
20.7. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.8. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
20.9. Any notice required to be given under this Agreement shall be in writing or email, or where delivered by Salesnap may be delivered as a notification from within the Services themselves, and, in the case of post shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out on the Service Level Agreement, or such other address as may have been notified by that party for such purposes.
20.10. If we have to contact you, we will do so by email or by pre-paid post to the address you provided as part of your account set up.
20.11. Any notice given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or from within the Services themselves, 24 hours after an email is sent, or three days after the date of posting of any letter.
20.12. Any notice given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
20.13. Anti-Corruption. You undertake to implement internal control mechanisms in order to prevent acts of corruption from occurring in the negotiations that take place. In accordance with the foregoing, you agree not to receive or offer, directly or indirectly, from or to the employees, administrators, or subordinates of Salesnap: (i) sums of money, (ii) any object of pecuniary value, or (iii) any other benefit. or utility, in exchange for: (a) performing, (b) omitting, or (c) delaying, any act related to the exercise of its functions. You declare and guarantee that both of you and your officials, employees, directors, or subcontractors comply with anti-corruption regulations, including, but not limited to, those contained in Prevention of Corruption Act Singapore 1961, Republic Act No. 3019 on The Anti-Graft and Corrupt Practices Act of Philippines, or those that modify, supersede, regulate or develop it, as well as those national and international regulations relating to the prevention of fraud, bribery, corruption, money laundering and terrorism. Likewise, we declare and guarantee that neither us nor our officials, employees, directors, or subcontractors are the subject of investigations, accusations or processes related to the violation of anti-corruption regulations and that they have not been subject to criminal, disciplinary or contractual sanctions derived from the violation of such. regulation. You are obliged to comply with anti-corruption laws and declares that any failure to comply constitutes a violation of these Terms and Conditions, which gives us the exclusive right to deprive you of the use of the Services. Likewise, you are obliged to notify us of any notification associated with an investigation, procedure, sanction or similar, initiated against it or against any of its officers, employees, directors, or subcontractors, within twenty-four (24) hours from the following the date on which you become aware of the notification of the investigation.
21. Contact Us
Questions and comments regarding this Terms and Conditions should be sent to: [email protected].
Our registered offices are located at 10 Anson Road #33-10 International Plaza Singapore 079903.
This privacy policy was last updated: 22.01.2025
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