1. ShopBack Pay and ShopBack PayLater - the Services
1.1. Under these terms and conditions (“Terms and Conditions”), ShopBack will grant you access to and use of the ShopBack Platforms, which will give you, among others, the ability to purchase products from our merchant partners and make payment for such purchases via, among others, a Quick-Response (“QR”) code (“ShopBack Pay”) and/or in instalments on a deferred basis (“ShopBack PayLater”).
1.2. In respect of ShopBack PayLater, you:
(a) shall pay the order value to the merchant partner in three separate and equal instalments, each of which are payable at the times stated in the payment schedule set out in the purchase payment contract between you and the merchant partner at the time of check out or as notified to you by ShopBack from time to time (“Purchase Payment Contract ”);
(b) acknowledge that the merchant partner is permitted to sell, and irrevocably assign, the Deferred Payables (as defined below) to ShopBack and/or any ShopBack Assignee. Upon such assignment, you are obliged to pay the Deferred order Value (as defined below) to ShopBack and/or any ShopBack Assignee in accordance with the relevant payment schedule notified to you by ShopBack and/or any ShopBack Assignee. Should you fail to make the requisite payments by the times stipulated in the payment schedule, you further acknowledge that you will be liable to pay to the merchant partner and/or ShopBack and/or the relevant ShopBack Assignee (whichever is applicable) a late payment charge in accordance with the Purchase Payment Contract.
(c) acknowledge that ShopBack PayLater does not constitute a lending or credit facility, or a credit card or charge card, and neither ShopBack or any ShopBack Assignee provides any credit to you. The purchase of Deferred Payables by ShopBack from a merchant partner constitutes a factoring transaction.
1.3. “Deferred order Value” means being the aggregate value of instalments payable by you to the merchant partner.
1.4. “Deferred Payables” means the aggregate value of the instalments payable by you to the merchant partner and which includes the rights, title and interest to the instalments, including but not limited to the right to impose a late payment charge and receive the proceeds thereof.
2.1. In order to be eligible to use ShopBack Pay and/or ShopBack PayLater (the “Payment Services”), you must:
(a) be a natural person and not a company, partnership or other commercial or non-commercial entity;
(b) be at least 18 years old at the time of any order submitted by you;
(c) have a valid email address;
(d) have a mobile telephone number issued by a Singaporean telecommunications carrier;
(e) have a billing address and shipping address located in Singapore; and
(f) own a valid credit or debit card which you can use to make payments on the ShopBack Platforms.
2.2. Your eligibility is assessed and determined upon each order you submit, and ShopBack reserves the right to deny, suspend or terminate the provision of the Payment Services to you) in the event you fail to meet the eligibility requirements set out in clause 2.1 at any time, and you shall have no right of recourse or appeal against such decision.
3. Consumer Status Tier
ShopBack may assign every ShopBack user with a consumer status tier, which is determined in real-time based on various factors as ShopBack may determine from time to time in its sole discretion, and such consumer status tier may influence your purchase limit and any other relevant benefits relating to your use of the Services.
4. Validations, Checks and Risk Assessments
4.1. In respect of any order, ShopBack will conduct the following checks and assessments:
(a) real-time checks and validations on the merchant’s eligibility, exposure limit, product risk and other matters relating to merchants and the transaction;
(b) real-time checks and validations on your eligibility;
(c) real-time checks and validations your credentials, devices, relationships with other ShopBack users and other historical data; and
(d) purchase limit assessments based on your consumer status tier, the order value, the risks associated with the products in the order and your potential capability to pay the relevant instalments (if applicable), and such order will be captured in the ShopBack system only if ShopBack and/or any ShopBack Assignee are each satisfied with the results of such checks and assessments.
5. Rejection of orders
All orders are subject to ShopBack and/or a ShopBack Assignee’s assessment and discretion, and ShopBack and/or a ShopBack Assignee reserve the right to reject an order where:
(a) ShopBack and/or a ShopBack Assignee has reason to suspect, or becomes aware, that you may have or have materially breached these Terms and Conditions;
(b) you and/or the merchant fail to satisfy any of ShopBack’s validations, checks and assessments;
(c) the rejection has been requested by the merchant associated with the order, and in such case neither ShopBack nor a ShopBack Assignee is responsible for such rejection and you should reach out to the merchant should you have any queries relating to it;
(d) you have exceeded or will exceed your purchase limit as a result of placing the order;
(e) the merchant associated with the order has exceeded or will exceed its exposure limits (such limit as determined by ShopBack and/or a ShopBack Assignee in their sole discretion);
(f) ShopBack suspects or becomes aware of suspicious activity from you or the merchant within the ShopBack Platforms, and/or is required to do so for compliance with its obligations under applicable laws and/or regulations including, but not limited to, anti-money laundering (“AML”) laws;
(g) ShopBack suspects or becomes aware generally that the merchant associated with the order and/or their systems have been or may have been compromised or there are other security reasons to do so; or
(h) for any other reason as determined by ShopBack in its sole and absolute discretion.
6. Payment of instalments (Applicable for ShopBack PayLater)
6.1. ShopBack may remind you in advance of each instalment and their respective scheduled due dates. For the avoidance of doubt, your obligations to make payment of each instalment are unchanged and is irrespective of whether ShopBack has issued such reminder or otherwise.
6.2. You undertake to ensure that your nominated payment method has sufficient funds or limits for payment of the instalments on their respective scheduled due dates.
6.3. In the event that any payment of an instalment is unsuccessful due to a failure to obtain funds from your nominated payment method, ShopBack will notify you accordingly.
6.4. Upon successful payment of all instalments relating to an order, ShopBack will notify you accordingly.
6.5. There are limited circumstances under which a merchant may be liable to re-purchase a relevant Deferred Payable from ShopBack and/or a ShopBack Assignee. If a merchant re-purchases the Deferred Payables, ShopBack will notify you accordingly. Pursuant to a re-purchase of the Deferred Payables by a merchant, payment of the instalments and any late payment charges should be made to that merchant (through ShopBack as collection and payment agent).
6.6. All payments between you and/or a ShopBack Assignee in connection with a Deferred Payable or as contemplated under these Terms and Conditions shall be made through ShopBack as collection and payment agent.
7. In-Store Use
7.1. Where you opt to use ShopBack Pay and/or ShopBack PayLater to place an order physically in-store and without prejudice to this clause 7:
(a) the merchant will provide you with a QR code specific to the Store in which you are making your order;
(b) you shall scan that QR code;
(c) you shall, when presented with the request, correctly and accurately enter in the ShopBack app the full order value (including any applicable sales and services taxes and surcharges). The order value entered by you constitutes the sole basis of calculating the amount of the Deferred Payables and instalments payable to us. Any error in entering the order value will be governed by clause 7.1(d) below;
(d) after inputting the order value, you shall review the following information that is generated on the ShopBack app:
i. the total amount of your order;
ii. the payment schedule; and
iii. your nominated payment method.
(e) You shall, after reviewing the items set out in clause 7.1(d) above, click "confirm" on the ShopBack app to confirm that you accept the payment schedule, the details of which will be available for view in your account.
7.2. ShopBack may, at its discretion, impose a total spend limit on orders that are placed physically in-store.
8. Payment Processing
8.1. You may make payment to a third party, such as merchants through ShopBack Pay and/or ShopBack PayLater (the “Payment Services”). By using the Payment Services, you agree that ShopBack may use all information, including personal and billing information, provided by you to ShopBack in the course of using the Payment Services (“Payment Instructions”). You acknowledge and agree that it is your sole responsibility to ensure that all your Payment Instructions are correct, complete and accurate in every respect and you understand that time is required to process your Payment Instructions. The Payment Instructions provided by you will be treated as final and ShopBack shall not be required to verify the Payment Instructions with you. Further, by providing ShopBack with your Payment Instructions, you agree to pay or allow ShopBack to deduct from your account all fees and charges (if any) associated with your Payment Instructions.
8.2. For the avoidance of doubt, ShopBack offers the Payment Services solely as a payment agent on behalf of third party merchants. All feedback and complaints about your purchases should be directed to the relevant merchant. Your Payment Instructions may be made out through your account balance. You may use funds from your designated account to make payments or purchases.
Your account may be used to receive refunds from a cancelled transaction. The terms of such refunds shall continue to be subject to the terms of service applicable to the transaction between you and the third party merchants.
10. Your Obligations
10.1. You shall:
(a) use your ShopBack account in accordance with this Agreement and in any event in a responsible and lawful manner. You shall not not use your ShopBack account to procure any goods or services that are illegal or unlawful in nature or in a manner that contravenes any AML Laws;
(b) to the fullest extent permitted by law, cooperate with ShopBack and/or a ShopBack Assignee in the event of any investigation performed by ShopBack, a ShopBack Assignee, any third-party or any legal, governmental or regulatory authority in relation to any order, payment or matter related to your account;
(c) be solely responsible for possessing the relevant system requirements and/or devices to enable the use and operation of the QR codes (you may otherwise be unable to utilise the ShopBack Platforms); and
(d) when using the ShopBack Platforms in-store via the ShopBack app, be solely responsible for inputting the correct amount of the order value. You acknowledge and agree that ShopBack shall not be liable for any loss, damage, cost or expense incurred by you as a result of any inaccuracies in the order value inputted by you and any shortfall or excess amounts arising from such inaccuracies shall be settled directly between the merchant and yourself (which may include a reversal or a refund).
10.2. You acknowledge and agree that:
(a) the products relating to orders purchased through the ShopBack Platforms online cannot be returned to physical stores for a refund. Such refunds may only be processed online. products relating to orders purchased at the physical stores may not be eligible for refunds online; and
(b) products from orders made online may be handed to you at the merchant’s physical store, subject to the prevailing policies of the merchant.
11. Disputes, Reversals and Refunds
11.1. Disputes. In the event of any dispute between you and a merchant:
(a) you acknowledge that the merchant is solely responsible for dealing with all disputes, complaints, concerns and other issues that you may raise in relation to any orders placed with that merchant;
(b) you shall contact the merchant directly to file your dispute with them;
(c) you should notify ShopBack of such ongoing dispute so that ShopBack is aware of the dispute and can take appropriate action; and
(d) if you are unable to resolve the dispute with the merchant, you may raise the matter with ShopBack and/or the relevant ShopBack Assignee and ShopBack and/or the relevant ShopBack Assignee will use reasonable endeavours in good faith (but shall not be obliged) to mediate and resolve such dispute, including by referring such dispute to the Consumers Association of Singapore ("CASE") or other suitable avenues of recourse. You acknowledge that neither ShopBack nor a ShopBack Assignee is obliged to intervene and that the merchant is not obliged to follow ShopBack or a ShopBack Assignee’s directions regarding such dispute.
11.2. Reversals. You acknowledge that where applicable, a ShopBack Assignee has delegated to the merchant all of its rights to determine all requests for reversals in respect of the products underlying the Deferred Payables that have been assigned to ShopBack Assignee. In the event of a reversal:
(a) the merchant is required to lodge a Reversal request with ShopBack within four (4) hours of the order being captured in the ShopBack system;
(b) it is the duty of the merchant to notify you if they are unable to fulfil any order;
(c) subject to the terms and conditions agreed between you and the merchant relating to the purchase of the products, the merchant may not provide you with the product(s) contained in the affected order; and
(d) such reversal will be effected by way of a chargeback to the relevant nominated payment method and will be reflected in your account.
11.3. Refunds. You acknowledge that where applicable, a ShopBack Assignee has delegated to the merchant all of its rights to determine all requests for refunds in respect of the products underlying the Deferred Payables that have been assigned to the ShopBack Assignee. In the event of a refund:
(a) it is your duty (and neither ShopBack nor a ShopBack Assignee shall bear any responsibility in respect thereof) to notify the merchant of any refund request and to comply with the merchant’s refund process and any other statutory requirements in relation to such refund process;
(b) the merchant shall lodge such refund request with ShopBack within sixty (60) calendar days of the creation of the order on the ShopBack Platform. Any refund request beyond this time must be expressly agreed between you and the merchant, and the merchant shall notify ShopBack within 24 hours of such agreement to refund;
(c) where a ShopBack user has fully paid all three instalments and a full refund is agreed as between you and the merchant (acting on behalf of ShopBack Assignee), you shall return the disputed product(s) (if applicable) to the merchant and the merchant shall acknowledge receipt of the disputed product(s), upon which:
i. unless agreed otherwise by ShopBack and the relevant ShopBack Assignee, the merchant will pay an amount equal to the corresponding Deferred Payables to ShopBack (as collection agent) who will pay over such amount to you; and
ii. your account will, thereafter, be updated to reflect the full refund;
(d) where a partial refund is agreed as between you and the merchant (acting on behalf of the relevant ShopBack Assignee), you shall return the disputed product(s) (if applicable) to the merchant and the merchant shall acknowledge receipt of the disputed product(s), upon which:
i. the amount of the partial refund will first be applied (rateably, where applicable) against any instalments (whether due or not yet due) owed by you to the ShopBack Assignee which corresponds with the order in respect of which the partial refund was agreed and which remain unpaid by you. You irrevocably authorise ShopBack to apply such refund payment amounts to the extent required to fully satisfy such unpaid instalments and that such refund payment amounts (or relevant part thereof) will be, in view of ShopBack capacity as the collection and payment agent of the relevant ShopBack Assignee, deemed to be immediately and automatically applied to the satisfaction of such unpaid instalments without requirement for any further action by ShopBack. Your account will be updated to reflect the application of such refund payment amounts (or relevant part thereof) to such unpaid instalments;
ii. the merchant or (if agreed to by a ShopBack Assignee) ShopBack Assignee will then pay the remainder (if any) of the partial refund, and which is attributable to the product(s) in respect of which there has been a partial refund, to ShopBack (as collection agent) who will pay over such amount to you;
iii. your account will, thereafter, be updated to reflect the partial refund.
iv. for the avoidance of doubt, neither ShopBack nor a ShopBack Assignee is obliged to contact or to seek a refund or reversal on behalf of you or a merchant.
v. you agree that ShopBack and the relevant ShopBack Assignee is not responsible for and is not liable for any actions which the merchant, ShopBack or the relevant ShopBack Assignee takes or fails to take, in respect of a dispute, a reversal or a refund (whether expressed under these Terms and Conditions or otherwise), and that ShopBack and the relevant ShopBack Assignee will not be liable for any loss, liability, costs or expenses incurred by you as a result of its taking or failing to take such action.
vi. Upon receipt of a reversal or refund request, ShopBack shall, within a reasonable time, process such request and request the merchant or ShopBack Assignee (as applicable) to pay such refund amount to ShopBack payment processor to be processed in line with the payment processor’s practices. In this regard, you acknowledge and agree that any refund amount due to be paid to your nominated payment method is subject to handling methods outside ShopBack or a ShopBack Assignee’s control and you shall not hold ShopBack or ShopBack Assignee responsible for any delays caused directly or indirectly by any financial institution or its agents associated with your nominated payment method.
12. No Liability
12.1. You acknowledge and agree that no liability shall be incurred by ShopBack if it is unable to complete any Payment Instructions initiated by you for any reason beyond ShopBack’s control or if the information provided by you is incomplete and/or incorrect or becomes incomplete and/or incorrect.
12.2. Subject to clause 12.1 above, if ShopBack causes an incorrect amount of funds to be removed from your account or causes funds from your account to be directed in a manner that does not comply with your instructions, you agree that your sole remedy shall be to have the wrongly deducted sum returned to your account. You agree and acknowledge to release and indemnify us against any damages, losses and claims from any third party in relation with the foregoing.
12.4. You will be responsible for all transactions made with ShopBack Pay and/or ShopBack PayLater via your account, with or without your authority, knowledge or consent, and may not claim against us in connection with any such use or purported use.