ShopPass Digital Services Terms of Use

  1. Welcome to ShopPass!
    1. Thank you for using ShopPass and ShopPass Digital Services, which include but are not limited to, the ShopPass website (accessible at shoppass.sg or such other website as may be specified by us from time to time; the "Website"), the ShopPass Mobile application (the "Application") and the ShopPass Service Provider interfaces (the "APIs") (collectively, the "ShopPass Digital Services"); These Terms of Use (the "Terms") govern your access to and use of (1) ShopPass; (2) ShopPass Digital Services; (3) the Service Provider Digital Services available or provided through ShopPass Digital Services; and (4) any Content (as defined below) made available and accessible therein (collectively, the "Services"). Please read these Terms carefully.
    2. The ShopPass Digital Services are provided to you by Shoptima Pte Ltd. ("we", "us"" or "our"). If you have any questions about these Terms or the Services, you may contact our representative at:

      ShopPass Product Team, Shoptima Pte Ltd
      Email: support@shoppass.sg
      Address: 47 Kallang Pudding Road,
      #07-15 The Cresent@Kallang
      Singapore 349318

    3. By accessing or using any part of the Services, you are agreeing to these terms. Please read them carefully.
    4. If you are accessing or using any part of the Services on behalf of an Organisation (as defined below), you represent and warrant that you are validly authorised to:
      1. access or use the Services on behalf of your Organisation; and
      2. agree to and bind your Organisation to these Terms.
      3. In such circumstances, any reference to "you" in these Terms will include your Organisation

    5. You should download or access the Services only from the official ShopPass website and/or the official Google or Apple application stores and check the Services are published and operated by Shoptima Pte Ltd. We shall not be responsible or liable to you for Losses suffered or incurred by you or any third party arising from any imitation, spoof, phishing or similarly fraudulent or unauthorised digital services downloaded or accessed by you from illegitimate sources or which are not published or operated by us.
    6. The accessibility and operation of the Services rely on technologies outside our control. We do not guarantee continuous accessibility or uninterrupted operation of the Services.
    7. The up-to-date version of these Terms can be accessed at: https://shoppass.sg/terms. For the avoidance of doubt, these Terms may be revised or modified at any time pursuant to Clause 5.1.
  2. Definitions and Interpretation
    1. Words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine or neuter gender and vice versa; references to persons are to be construed as references to an individual, company or trust as the context requires. Clause and other similar headings are for ease of reference and shall not affect the interpretation of these Terms.
    2. In these Terms, the following definitions shall apply unless the context requires otherwise:
      "Account" refers to a ShopPass account.
      "Content" means any and all data, information, images, documents, files, text, digital content and/or media that may be uploaded, created, produced, generated, stored and/or transmitted through the use of ShopPass Digital Services and the services made available and provided through ShopPass Digital Services.
      "Device" means a computer, laptop, mobile phone, smartphone, tablet, phablet, gaming console or other device from which the Services can be accessed and used.
      "Intellectual Property Rights" means any and all rights existing from time to time, whether existing now or in the future, under any trademark law, copyright law, patent law, trade secret law and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, or capable of protection in any relevant country in the world.
      "Losses" means all liabilities, losses, damages, actions, claims, demands, costs, expenses and penalties; settlement sums and sums paid in satisfaction of any court, arbitral or expert award;
      "Organisation" means a company, partnership, association or other organisation or body corporate.
      "PDPA" means the Personal Data Protection Act 2012 (No. 26 of 2012).
      "Personal Data" shall have the meaning as set out in the PDPA.
      "Policies" means any and all additional terms, instructions, guidelines, directions and/or policies with respect to the Services, as may be issued or amended by us from time to time. Any revised or amended version of any Policies shall apply to you and you are deemed to have accepted the same, from the time it is published on or through ShopPass Digital Services or notified to you.
      "Service Providers" shall mean Shoptima Pte Ltd and other Organisations which services may be integrated with ShopPass Digital Services.
      "Service Provider Digital Services" shall mean those digital services provided by Service Providers.
  3. Licence and Usage Terms
    1. The Services are owned by, licensed to, managed or controlled by Shoptima Pte Ltd.
    2. Subject to these Terms, we grant you a non-exclusive, limited, revocable, non-sub-licensable and non-transferable right to access or use the Services for personal or specifically authorized commercial use only.
    3. You shall comply with these Terms, and any applicable Policies, instructions and/or such other documentation issued by us from time to time, as well as any applicable laws and regulations, in your access or use of the Services. Your access or use of the Services may also be subject to applicable terms and conditions imposed by third parties. Please refer to Clause 6 (Third Party Terms) below for more information
    4. You shall not, and shall not permit any other person to:
      1. whether in whole or in part, modify, reverse-engineer, decompile, adapt, publish, redistribute, sublicense or interfere with or intercept any transaction which is part of the Services or related Service Provider Digital Services without our prior written consent;
      2. use the Services for any purpose (save those explicitly permitted) or for the benefit of any third party (save where properly authorised), including but not limited to renting, selling, leasing or directly or indirectly charging others for access or use of any part of the Services;
      3. reproduce or make any copies of ShopPass Digital Services, including any software therein, and/or any Content available and accessible through the Services except with our prior written consent;
      4. remove, circumvent, impair, bypass, disable or otherwise interfere with security-related features of the Services, including but not limited to any features that:
        1. prevent or restrict access or use of any particular functionalities or features of the Services;
        2. prevent or restrict the access or use of any Account; and/or
        3. prevent or restrict the access to, use of, or the copying of any Content that is made available or accessible through ShopPass Digital Services;
      5. access, log into or use any Account that is not yours;
      6. misrepresent or make false or misleading claims regarding the ownership or source of the Services;
      7. use the Services for any illegal activity, unlawful purpose or for any purpose prohibited by these Terms;
      8. use any device, software, exploits, or routine, including, but not limited to, any viruses, Trojan horses, worms, time bombs, robots, data-mining or data scraping tools or cancel bots intended to damage or interfere with the proper operation of the Services or related Service Provider Digital Services or to intercept or expropriate any Content or Personal Data from ShopPass Digital Services;
      9. transmit or upload viruses, worms, defects, Trojan horses, malware or any other items that may introduce security vulnerabilities to or harm the Services, related Service Provider Digital Services or the Devices of other persons;
      10. use the Services in any manner that could damage, disrupt, disable, overburden, or impair the operation of the Services; interfere with any other person's access or use of the Services; or impose an unreasonable or disproportionately large load on the systems and servers used in the provision of the Services;
      11. in the course of using the Services or related Service Provider Digital Services, upload, post or transmit any Content of any type that:
        1. violates any applicable law, statute, rule or regulation;
        2. is false, offensive, defamatory, inaccurate, misleading or fraudulent; and/or
        3. infringes or violates any rights of any person;
      12. access data not intended for you or log into an Account which you are not authorized to access; and
      13. solicit passwords or Personal Data from any other person or entity
  4. Access to the Services and your Account
    1. You can use the Services to register an Account, or log into your existing Account, for the purpose of authenticating, authorizing, processing, facilitating and confirming transactions and services with Service Providers through your Account.
    2. You are solely responsible for maintaining the confidentiality, safekeeping and security of your Account details and the Devices, including any login credentials, passwords or other mechanisms or means (including but not limited to biometric data (e.g. facial recognition, fingerprints)) that may be used to access your Account. You may not share your login credentials and/or passwords with any third party. You must notify us immediately if you know or have reason to suspect that your login credentials, passwords or Account has been compromised or accessed by any other person.
    3. You will be solely liable and responsible for any transactions and activities conducted through your Account. You acknowledge that we are under no obligation, nor are we able to, verify the authenticity of any transactions and activities conducted through your Account, or the identity of the person logging into and using your Account. You will not hold us or any Service Provider responsible or liable, in any way whatsoever, for Losses suffered or incurred by you or any third party if there is any unauthorised use of your Account.
    4. Your ShopPass or any other login password will never been required or requested by us for any purpose other than your self service login to the Services.
  5. Reservation of Rights
    1. We reserve the right to change these Terms at our sole discretion and at any time, by posting the revised or modified Terms on or through ShopPass Digital Services, or through such other means as we may deem appropriate. Your continued access or use of the Services following the posting of any changes or modifications will constitute your acceptance of such changes, modifications, supplements and of such revised or modified Terms.
    2. We reserve the right to:
      1. update, enhance, upgrade, reduce, or otherwise modify or vary any part of the Services, at any time, for any reason, with or without notice to you. You agree that these Terms will apply to all such modifications, upgrades, enhancements, reductions and/or variations to the Services;
      2. suspend access to or use of any part of the Services, during times of maintenance (whether scheduled or unscheduled), without notice or liability to you whatsoever;
      3. deny or restrict access to or use of any part of the Services, to you without ascribing any reasons and without liability to you whatsoever; and/or
      4. discontinue or terminate the Services at any time without notice or liability to you whatsoever, whereupon all rights granted to you hereunder shall also terminate forthwith.
    3. Without limiting the generality of the foregoing, in the event that your access or use of the Services is in breach of these Terms or any applicable law, we have the right to immediately terminate your Account and your access or use of the Services without notice and to take all such action as we consider appropriate, desirable or necessary.
    4. We retain absolute discretion in determining whether or not to provide maintenance and support services for the Services, and if so, the type and nature of such maintenance and support services.
    5. You agree that we may, at our sole and absolute discretion, and without stating any reasons whatsoever, take such verification measures which may include, without limitation:
      1. measures that require you to prove your identity or confirm or validate the actions or transactions conducted on your Account by alternative means; and/or
      2. measures declining or delaying to act on actions or transactions conducted on your Account until your identity has been verified or such actions or transactions have been validated or confirmed in accordance with Clause 5.5.1 above.
    6. For the avoidance of doubt, we shall not be under any obligation to take such verification measures set out in Clause 5.5 above. We shall not be responsible or liable for Losses suffered or incurred by you arising, directly or indirectly, from any verification measure taken by us in accordance with Clause 5.5.
  6. Third Party Terms
    1. The Services may require, enable or facilitate access to or use of websites, software or services of a third party, such as but not limited to other Service Providers ("Third Party"). In such an event, there will be terms of use of the third party websites, software or services (the "Third Party Terms") that will bind either us or you or both. An example of Third Party Terms may be terms that apply to the services provided by other Service Providers, open source software terms or standard form terms of the distribution platform from which you obtain any part of the Services (e.g. Google Play Store or Apple App Store terms) which binds us as the developer of the Application and you as a user of the distribution platform (the "Distribution Terms").
    2. It is your responsibility to check and read the up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that we (under the Third Party Terms) are required to notify you of, and you unconditionally agree to be bound by all the obligations in the Third Party Terms which are applicable to you as the end user.
    3. For the avoidance of doubt, insofar as this Clause 6 relates to the Third Party Terms, the relevant Third Party Terms are the terms of the specific third party website, software or services which you access or use in conjunction with or through the Services.
    4. If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you unconditionally agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms.
    5. If the Third Party Terms require us to incorporate certain terms in these Terms (inclusive of terms which impose any minimum or maximum standards herein, and/or terms described in Clause 6.6 below), such terms are deemed to have been so incorporated (the "Incorporated Terms"). Examples of Incorporated Terms include provisions which require us to give you notice of certain rights and liabilities or require us to ensure that you acknowledge certain matters. For the avoidance of doubt, in the event of any inconsistency between any of the Incorporated Terms and any provision of these Terms, these Terms shall prevail to the extent of the inconsistency.
    6. Some Third Party Terms grant the Third Party, or require us to grant the Third Party, direct rights of enforcement of these Terms as a third party beneficiary, against you. Such Third Party Terms are deemed to have been incorporated into these Terms as Incorporated Terms, and you agree to grant such Third Party, such direct rights of enforcement against you.
    7. You agree to indemnify and keep us and the relevant Service Providers harmless against Losses (including legal costs on an indemnity basis) howsoever arising out of or in connection with your access or use of the aforesaid third party websites, software or services or your non-compliance with the Third Party Terms or Incorporated Terms which causes us or the relevant Service Providers to breach any of the Third Party Terms.
    8. You shall not hold us or the relevant Service Providers liable for Losses of any kind caused as a result (direct or indirect) of the use of the aforesaid third party websites, software or services, including but not limited to Losses suffered as a result of reliance on the contents contained in or available from such third party websites, software or services.
    9. For the avoidance of doubt, nothing in the Services shall be considered an endorsement, representation or warranty of or by us with respect to any Third Party or any Third Party's content, products, services or otherwise, even where the Third Party websites, software or services may require the use of ShopPass. We make no representations or guarantees regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such third party content, products, services or otherwise and any use or reliance on the same by you is solely at your own risk.
  7. Intellectual Property
    1. You acknowledge that we, or a relevant Third Party, own all title, rights and interest, including Intellectual Property Rights, in and to ShopPass and ShopPass Digital Services, including without limitation any software therein, and any Content made available or accessible via ShopPass Digital Services. You shall not do or permit any act which is directly or indirectly likely to prejudice our rights, title or interest, or that of a relevant Third Party (as the case may be), in and to the same. Unless otherwise expressly permitted by mandatory applicable law, you agree not to modify, adapt, translate, prepare derivative works from, or decompile, reverse engineer, disassemble or otherwise attempt to derive source code from ShopPass Digital Services. Without prejudice to the generality of the foregoing, you shall not use in any way and shall not reproduce any trademarks, logos, trade names and similar marks that are associated with the Services (the "Trademarks"), without our prior written consent, or that of the relevant Third Party (as the case may be).
    2. You also agree to not remove, obscure, or alter our or any relevant Third Party's copyright notices, trademarks, or other proprietary rights notices contained within, applied to or made available or accessible in conjunction with or through the Services.
    3. We do not represent or warrant that the use of the Services by you will not constitute an infringement or misuse of any third party rights, including without limitation, Intellectual Property Rights.
  8. User Content and Data
    1. You may be required to upload, share, submit or transmit certain Content in the course of your access or use of the Services ("Your Content"). Examples of such content include, but are not limited to, personal details, contact details, images and photos provided by you when accessing or using the Services. You agree that you shall continue to retain full ownership and control over Your Content and that we do not claim any ownership over any of the same. You grant us and any relevant Third Party a non-exclusive, worldwide and royalty free licence and right to handle and deal with Your Content for the purposes of providing you with the Services, and any purposes directly incidental or related to the same. This includes, without limitation:
      1. sharing or transferring Your Content to third party service providers that we and/or a relevant Third Party may engage for the purposes of providing you any part of the Services;
      2. storing or making backups of Your Content on databases or servers(whether within or outside Singapore) owned, operated or managed by us, a relevant Third Party and/or third party service providers engaged by us or a relevant Third Party; and/or
      3. where you have indicated your agreement to do so, to share, transfer or disclose parts of Your Content with relevant Service Providers as designated by you.
    2. We shall have the right to remove and delete any of Your Content, at any time, for any or no reason whatsoever, and without notice and further liability to you. We shall not be liable to you in any way whatsoever for any of the aforesaid.
    3. You are solely responsible and liable for Your Content and you agree that you upload, share, submit or transmit Your Content through or by using the Services at your sole risk. For the avoidance of doubt, we may retain and/or store Your Content at our sole and absolute discretion, and we are under no obligation to, nor do we guarantee that we shall, store and/or retain Your Content in any manner whatsoever. You are encouraged to create and retain a back-up of Your Content at all times.
  9. Your Consent to Access Functions of Your Device
    1. Use of the Services may require you to:
      1. have an adequate Internet connection;
      2. have a compatible Device; and
      3. allow access by the Services to certain functions of your Device where such functions are available, such as the Device's camera, push notifications, the obtaining and/or sharing of your location, or the collection of data from you in connection with the Services. Please also see Clause 12 (Privacy Policy). Your use of the Services shall constitute your consent to the access by the Services of such functions of your device as may be reasonably required by the Services.
    2. You may not be able to use certain functionalities or parts of the Services if you do not comply with the requirements set out in Clause 9.1.
  10. Disclaimers against Warranties, Representations and Liability
    1. The Services are provided on an "as is" and "as available" basis without warranties of any kind. To the fullest extent permitted by law, we do not make any representations or warranties of any kind whatsoever in relation to any part of the Services, and disclaim all express, implied and/or statutory warranties of any kind to you or any third party, whether arising from usage or custom or trade or by operation of law or otherwise, including but not limited to any representations or warranties:
      1. as to the accuracy, completeness, correctness, currency, timeliness, reliability, availability, interoperability, security, non-infringement, title, merchantability, quality or fitness for any particular purpose of any part of the Services; and/or
      2. that any part of the Services, or any functions or features associated therewith will be uninterrupted or error-free, or that defects will be corrected or that the Services, website and the server are and will be free of all viruses and/or other malicious, destructive or corrupting code, programme or macro.
    2. We shall also not be liable to you or any third party for any damage or loss of any kind whatsoever and howsoever caused, including but not limited to any direct or indirect, special or consequential damages, loss of income, revenue or profits, lost or damaged data, or damage to your Device, software or any other property, whether arising directly or indirectly from:
      1. your downloading, installing, access to or use of any part of the Services;
      2. any loss or unavailability of access to or use of any part of the Services, howsoever caused;
      3. any inaccuracy or incompleteness in, or errors or omissions in the transmission of, the Services
      4. any delay or interruption in the transmission of the Services, whether caused by delay or interruption in transmission over the internet or otherwise; or
      5. any decision made or action taken by you or any third party in reliance upon the Services,
    3. Insofar as the Services facilitate or require the provision, use or functioning of, or are provided in conjunction with, other products, software, materials and/or services, we make no representation or warranty in relation to such other products, software, materials and/or services (including without limitation any representation or warranties as to timeliness, reliability, availability, interoperability, quality, security, fitness for purpose, non-infringement, suitability or accuracy).
    4. You acknowledge that your access or use of any part of the Services, contain the possibility of human and machine errors, inaccuracies, omissions, delays, unavailability and losses, including the inadvertent loss of data and/or your Content which may give rise to Losses suffered by you, and you undertake that you shall not hold us liable in any way whatsoever for the said Losses. You further understand that you download and/or use ShopPass Digital Services and/or any related Service Provider Digital Services made available in conjunction with or through ShopPass Digital Services at your own discretion and risk and that you will be solely responsible for Losses suffered by you and to your Device(s), or loss, damage to or corruption of data that results from the download and/or use of ShopPass Digital Services and/or relevant Service Provider Digital Services.
    5. You shall not rely on any part of the Services to claim or assert any form of legitimate expectation against us.
    6. Notwithstanding anything to the contrary, no action may be brought by you against us, under these Terms or related to the Services, more than one (1) year after the cause of action arose.
  11. Hyperlinks
    1. Insofar as the Services provides a hyperlink to material not maintained or controlled by us, we shall not be responsible for the availability or content of the hyperlinked material and shall not be liable for Losses arising from access to the hyperlinked material. Use of the hyperlinks and access to such hyperlinked materials are entirely at your own risk. The hyperlinks are provided merely as a convenience to you and do not imply endorsement by, association or affiliation with us of the contents of or provider of the hyperlinked materials.
    2. Caching and hyperlinking to, and the framing of, any part of the Services is prohibited save where you have obtained our prior written consent. Such consent may be subject to any conditions as may be determined by us in our sole discretion. If you hyperlink to or frame any part of the Services, that shall constitute your acceptance of these Terms and all amendments thereto. If you do not accept these Terms as may be amended from time to time, you must immediately discontinue linking to or framing of any part of the Services.
    3. We reserve all rights:
      1. to disable any links to, or frames of, any materials which are unauthorised (including without limitation materials which imply endorsement by or ssociation or affiliation with us, materials containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights); and
      2. to disclaim responsibility and/or liability for materials that link to or frame any part of the Services.
  12. Privacy Policy
    1. In the course of your access or use of the Services, we may be required to collect, use, disclose and/or process Personal Data belonging to you, or that may relate to a third party individual and is provided by you. In this regard, we will collect, use, disclose and/or process such Personal Data in accordance with our privacy policy which can be found at https://shoppass.sg/privacy (the "Privacy Policy").
    2. Please refer to our Privacy Policy for more details. By using the Services, you have read and understood our Privacy Policy, and that you agree to the terms of the Privacy Policy for the Services as may be amended from time to time. The Privacy Policy forms part of these Terms.
  13. Fees
    1. There are currently no fees for accessing or using the Services. We reserve the right to introduce new fees from time to time. We are not responsible for any fees charged by any other Internet site, application, software, service, product or otherwise that is not provided by us
  14. Updates
    1. From time to time, we may issue, release or provide updates/upgrades to, or new versions of, ShopPass Digital Services ("Updates"). Such Updates may take place and be implemented automatically, or may require action on your part. Please note that all or some parts of the Services, may not operate properly or at all if the Updates are not installed or implemented by you. For the avoidance of doubt, we do not guarantee that such Updates will be made available, or that such Updates will continue to be compatible with your existing Device or its operating system.
  15. Rights of Third Parties
    1. Subject to the rights of (a) any relevant Third Party set out in Clause 6.6 and (b) Service Providers as set out in these Terms (including but not limited to those set out in Clauses 3.4, 4.3, 6.7, 6.8 and 8.1), a person who is not a party to these Terms shall have no right under the Contract (Rights of Third Parties) Act or otherwise to enforce any of its terms.
  16. Assignment
    1. You may not assign or sub-contract these Terms without our prior written consent.
    2. We may assign, novate, transfer, or sub-contract the rights and liabilities in respect of the Services and these Terms, without notifying you and without further reference to you. Your acceptance of these Terms shall also constitute your consent to such assignment, novation, transfer or sub-contract.
  17. Governing Law and Dispute Resolution
    1. These Terms and the use of the Services shall be governed and construed in accordance with laws of Singapore.
    2. Any dispute arising out of or in connection with these Terms or the use of the Services, shall be referred to and finally resolved in the Courts of Singapore and you irrevocably submit to the exclusive jurisdiction of the Courts of Singapore.
  18. Miscellaneous
    1. Any termination of the agreement under these Terms (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
    2. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, then these Terms, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable provision had never been included.
    3. No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision.
    4. Any notice that we intend to give to you may be carried out by sending such notice to you through ShopPass Digital Services or to any contact information you may have provided us with through ShopPass Digital Services or otherwise. You are deemed to have received notice of the same upon us sending such notice to you as stated above.

This version of these Terms is dated 27 May 2019

SCHEDULE

THIRD PARTY TERMS

NOTE: These links to Third Party Terms are furnished here for your convenience only. It is your responsibility to ensure that you have read, understood and agreed to the up-to-date versions of these Third Party Terms, available from the respective Third Parties :

  1. Apple's App Store Terms of Use :
    https://www.apple.com/legal/internet-services/itunes/sg/terms.html
  2. Apple's Distribution Terms :
    1. https://developer.apple.com/programs/terms/apple_developer_agreement.pdf
    2. https://www.apple.com/legal/internet-services/itunes/dev/minterms
  3. Google's Play Store Terms of Use :
    https://play.google.com/intl/en-us_us/about/play-terms.html
  4. Google's Distribution Terms :
    https://play.google.com/about/developer-distribution-agreement.html
  5. Wisma Online's Terms of Use:
    https://www.wismaonline.com/?ch=english&pg=english_terms