Merchant Terms of Service

1.1 Technology and Discovery Services

Directo provides technology infrastructure, software interfaces, customer-facing storefronts, merchant discovery features, attribution tools, and operational workflows enabling Merchants to operate their own customer channels, participate in Discovery, and manage related business operations.

Directo does not act as the seller, merchant of record, agent, broker, distributor, reseller, employer, joint venture partner, or franchisor in respect of any goods or services offered by a Merchant. Directo is not a bank or payment service provider and does not provide regulated payment services unless expressly stated in a separate written agreement. The availability of Discovery, merchant listings, ranking, checkout functionality, payment integrations, or transaction-related records does not make Directo a party to any sale between a Merchant and an End Customer.

All goods and services are offered solely by you, and all payments are made directly between you and end customers (each an “End Customer”, meaning any third party who purchases goods or services from you through a Directo-powered interface) or through applicable third-party services, payment processors, delivery providers, and similar integrations supplied by third parties (collectively, “Third-Party Services”).

1.2 Merchant as Seller of Record

You are the seller of record and sole contracting party in respect of all goods and services offered by you through Directo. End Customers transact directly with, and enter into contractual relationships exclusively with, you. You are solely responsible for all aspects of your business operations, including but not limited to listings, pricing, promotions, fulfilment, delivery, refunds, exchanges, warranties, customer service, tax treatment, and regulatory compliance.

1.3 Directo Is Not the Seller

Directo is not the seller, merchant of record, or contracting party in any sale between you and an End Customer. Directo may provide Discovery, checkout, customer-store attribution, payment integrations, settlement instructions, and transaction records, but those functions do not make Directo a party to the contract of sale between you and the End Customer. In particular, we:

• (a) do not set, influence, or control the prices charged by any Merchant;
• (b) do not hold, handle, inspect, or take title to any goods;
• (c) do not provide, endorse, or certify any Merchant goods or services;
• (d) do not undertake fulfilment, delivery, installation, after-sales support, refunds, or warranty obligations for any Merchant;
• (e) do not hold customer funds or provide regulated payment services; payment processing and settlement are provided by applicable Third-Party Services; and
• (f) do not represent or warrant the quality, safety, legality, fitness, availability, or merchantability of any goods or services offered by you through Directo-powered interfaces.

1.4 Operational and Compliance Rights

Without assuming responsibility for Merchant transactions, we may take any action we reasonably consider necessary or appropriate, including reviewing, ranking, displaying, restricting, removing, disabling, suspending, or blocking any Merchant account, store, listing, content, order workflow, checkout, payment flow, feature, or functionality, to prevent, mitigate, or address actual or potential harm to End Customers, third parties, or the reputation, security, or integrity of Directo, or to protect our legal, regulatory, operational, security, or reputational interests. We may also cooperate with regulators, law enforcement agencies, payment partners, delivery partners, or other competent authorities where required by law or where we reasonably consider such cooperation necessary or appropriate.

1.5 Customer Enquiries and Disputes

End Customers with enquiries, complaints, or disputes relating to any product, service, order, delivery, refund, exchange, or warranty must address their concerns directly to you. We are not required to mediate or resolve such matters, but may provide reasonable technical records or account-level information, subject to applicable laws and our Privacy Policy, where we consider it appropriate and consistent with our policies.

1.6 Discovery

“Discovery” means the customer discovery features and services made available by Directo from time to time. A store may participate in Discovery only if approved and activated by us as a participating store (a “Participating Store”). Approval applies separately to each store or outlet identified in Directo.

We may display a Participating Store and its products, services, promotions, and other merchant content in Discovery. We determine which Participating Stores and content are displayed, and the placement, ranking, format, audience, manner, and duration of display. We may refuse, restrict, suspend, or remove any Participating Store or content from Discovery at any time where permitted by these Terms.

Participation in Discovery does not guarantee any particular placement, ranking, visibility, traffic, customer, order, revenue, repeat purchase, or other commercial result.

2.1 Binding Effect

These Terms take effect upon your acceptance during the Merchant Onboarding process. By accepting these Terms, the individual accepting these Terms represents and warrants that:

• (a) such individual has full legal capacity and authority to act on behalf of and legally bind you to these Terms;
• (b) you satisfy the business registration, identity, and onboarding requirements specified by us from time to time, including any requirement to provide a valid UEN or equivalent business registration identifier where applicable;
• (c) you hold all licences, permits, approvals, and registrations required by applicable law for your business activities;
• (d) all information provided during Merchant Onboarding, including any declaration of GST registration status, is true, accurate, complete, and not misleading; and
• (e) such individual is at least 18 years of age.

If the individual accepting these Terms does not hold the requisite authority to bind you, or if acceptance is made using false identity, fraudulent authorisation, or another person’s or entity’s business registration credentials without authorisation, that individual shall be solely and personally liable to us and to any affected third party, including the legitimate holder of any business registration identifier used, for all resulting losses, liabilities, claims, costs, and damages.

To the fullest extent permitted by applicable law, we will not be liable to any person, including the legitimate holder of any business registration identifier used, for any loss, claim, or damage arising from or in connection with any unauthorised use, misrepresentation, false identity, or fraudulent acceptance of these Terms.

No person shall be entitled to rely on any information provided during Merchant Onboarding as having been verified, endorsed, or validated by us.

2.2 Continuing Obligations

You must notify us in writing within 5 business days if any representation in clause 2.1 ceases to be accurate at any point during the period when these Terms remain in force (the “Term”).

If any representation in clause 2.1 was false, inaccurate, or misleading at the time of acceptance, we may immediately suspend or terminate your access to Directo without prior notice and without liability, and you and/or the individual accepting these Terms shall jointly and severally indemnify us against all resulting losses, liabilities, costs, and expenses.

2.3 Business Verification

We reserve the right, at any time during the Merchant Onboarding process or at any point during the Term, to contact you or the individual accepting these Terms to verify the identity, business registration, authority, or legitimacy of you or any employee, officer, contractor, or agent you have authorised to access Directo on your behalf (each an “Authorised User”).

You and the individual accepting these Terms shall cooperate fully with any such verification request, including by providing such documents, information, authorisation letters, or other evidence as we may reasonably require. Failure to cooperate within a reasonable time specified by us will constitute a material breach of these Terms.

We may, at our discretion, suspend or restrict access to Directo pending the outcome of any verification exercise, without liability to you or any other person.

Any verification conducted by us is for our own internal purposes only and does not constitute any representation, assurance, or endorsement to any person regarding the identity, authority, or legitimacy of any Merchant or Authorised User.

3.1 Setup Access and Activation

We may grant you access to certain setup, configuration, and preview features of Directo before activation of a Subscription, trial, or other written commercial arrangement (this pre-activation period is the “Setup Period”).

During the Setup Period, live ordering, payment processing, Discovery participation, and live store operations are not intended to be enabled unless and until an applicable Subscription, trial, or other written commercial arrangement is activated. Access to live, operational, payment, fulfilment, Discovery, and customer-facing features is available only after such activation.

We may determine which features are available during the Setup Period and may change such access at any time. We may specify the maximum duration of the Setup Period. If you do not activate a Subscription, trial, or other written commercial arrangement before the Setup Period expires, we may suspend or terminate setup access without prior notice and without liability. Access will not automatically convert to a paid Subscription.

3.2 Plans and Billing

Paid access to Directo is made available under subscription plans (each a “Subscription”) displayed on the applicable Directo product or pricing page (the “Pricing Page”). The applicable Subscription fee, billing interval, included features, and any store limits are the terms displayed to and accepted by you when you activate or renew the Subscription. Subscription fees are payable in advance for the billing interval selected by you.

Subscription fees must be paid using a payment method accepted by us. Accepted payment methods are specified in the product or communicated to you at the time of purchase and may vary by subscription plan. We may update accepted payment methods at any time.

Subscriptions renew at the end of each billing period unless cancelled in accordance with clause 3.4. The renewal process, including whether renewal is automatic or requires manual payment, depends on the payment method selected and will be communicated to you at the time of purchase or renewal. Where automatic renewal applies, you authorise us and our payment processors to charge the applicable Subscription fees to your designated payment method on a recurring basis.

You are responsible for ensuring that your payment information remains accurate, valid, and up to date at all times. We are not liable for any interruption to access or loss arising from your failure to maintain valid payment information.

3.3 Fees and GST

All fees charged by us are in Singapore Dollars (SGD) and are exclusive of applicable taxes unless otherwise stated. Taxes, including GST where applicable under the Goods and Services Tax Act 1993, will be applied to fees as required by applicable law.

We will provide you with an electronic invoice or payment confirmation for each Subscription payment.

All fees payable to us under these Terms are payable in full without any right of set-off, counterclaim, deduction, or withholding, except to the extent required by applicable law.

3.4 Cancellation

You may cancel your Subscription at any time through the in-product cancellation process or such other method as we make available. Cancellation takes effect at the end of the then-current billing period, after which access to paid features will cease.

Subscription fees are non-refundable, including fees paid for any unused portion of a billing period and including in the event of suspension, restriction, or termination of access due to your breach of these Terms or the Acceptable Use Policy, unless otherwise required by applicable law.

3.5 Fee Revisions

We may revise Subscription fees on not less than 30 days’ prior written notice by email or in-service notification. Revised fees apply to subsequent billing periods following the effective date. If you do not accept the revised fees, you may cancel your Subscription before the revised fees take effect.

3.6 Payment Failures

If any Subscription fee payment fails, is declined, or remains overdue, including due to insufficient funds, invalid payment information, card failure, or bank rejection, we may immediately suspend your access to Directo and all paid features without prior notice. We reserve the right to terminate your Subscription if payment is not successfully received within such period as we determine.

Access may be restored upon successful payment of all outstanding amounts, at our discretion. We are not obligated to restore access and may require you to re-activate your Subscription following any termination for non-payment.

3.7 Plan Changes

You may request a change to your Subscription plan through the in-product process or as otherwise made available by us. Plan changes take effect from the next billing period following the request, unless otherwise specified by us.

No prorated credit or refund is payable for any unused portion of a billing period as a result of a plan change.

3.8 Multiple Stores

You may operate more than one store under the same business entity registered with us under the same UEN. Unless otherwise stated on the applicable Pricing Page, in a trial arrangement, or in another written agreement between you and us, each Store requires a separate active Subscription and is subject to the fees applicable to the plan selected for that Store.

Each store’s Subscription is independent. The activation, billing cycle, cancellation, suspension, or termination of one store’s Subscription does not affect any other store’s Subscription, unless we suspend or terminate your account as a whole under clause 12.3.

References in these Terms to “Subscription” apply independently to each store where you operate multiple stores. For Merchants operating multiple stores, we may, upon request, align billing cycles across stores and issue consolidated invoices.

3.9 Discovery Participation

Participation in Discovery is subject to our approval and activation for the relevant store. We may approve, refuse, suspend, restrict, or end a store’s participation in Discovery at our discretion, subject to these Terms. A Store’s participation in Discovery ends automatically when the Subscription, trial, or other written commercial arrangement applicable to that Store expires or is terminated, unless we agree otherwise in writing.

3.10 Merchant Channels and Customer-Store Attribution

A “Merchant Channel” means a store-specific Directo link, QR code, or other Directo channel designated by us for distribution by or on behalf of you.

For each End Customer and Store, we will determine whether the End Customer’s first completed and paid order with that Store was completed through a Merchant Channel, Discovery, or another Directo channel. This determination will be based on Directo’s records. The resulting customer-store attribution remains unchanged for subsequent transactions between the same End Customer and Store, except where we correct an error or address fraud, abuse, manipulation, cancellation, reversal, chargeback, or another ineligible transaction.

3.11 Network Fee

A “Qualifying Transaction” means a bona fide completed and paid online order processed through Directo and an approved third-party payment or settlement provider (a “Settlement Provider”) for any Store operating under an active Subscription, trial, or other written commercial arrangement.

For the purposes of calculating transaction-based fees, “Transaction Value” means the amount payable for the goods or services included in a Qualifying Transaction after applying any bona fide discount funded by you, but before applying any voucher, discount, or subsidy funded by us or a third party, and excluding GST and bona fide delivery charges separately stated at checkout.

A Network Fee equal to 2% of Transaction Value applies to every Qualifying Transaction, whether the transaction originates through a Merchant Channel, Discovery, or another Directo channel, unless a different rate is expressly agreed in writing between you and us.

3.12 Payment Processing, Statements, and Settlement

Payments and settlements are processed by Settlement Providers under their own terms. You must enter into and comply with any agreement, onboarding, verification, risk-management, or operational requirement imposed by a Settlement Provider.

You authorise us to instruct a Settlement Provider to deduct Network Fees and other amounts due under these Terms from transaction proceeds, make permitted adjustments or reversals, and remit the remaining proceeds to you.

We may make available periodic statements showing Network Fees, adjustments, reversals, amounts deducted, and settlement amounts. A settlement statement is provided for calculation and reconciliation purposes and does not constitute a tax invoice unless expressly identified as such.

Any accrued amount shown in a statement, dashboard, or account record is maintained for calculation and settlement purposes only and does not constitute a deposit, stored-value balance, payment account, trust arrangement, or entitlement to interest.

3.13 Refunds, Reversals, and Disputes

A Network Fee becomes non-refundable once the relevant Qualifying Transaction is completed and remains payable despite any subsequent cancellation, refund, reversal, or chargeback, unless we agree otherwise in writing or applicable law requires otherwise.

You must notify us of any dispute concerning a Network Fee, attribution, adjustment, or settlement within 30 days after the relevant statement, dashboard record, or notice is made available. In the absence of such notice, the relevant record will be treated as accepted, except in the case of a manifest error.

4.1 General Obligations

Throughout the Term, you must:

• (a) keep all account information, including business registration details, GST status, and authorised representative details, true, accurate, and up to date;
• (b) ensure that all information, content, images, documents, and materials of any kind submitted to, displayed through, or associated with your Directo account or store — including but not limited to listings, prices, descriptions, store photographs, business addresses, contact details, supporting documents, credentials, and any links or references — are accurate, truthful, complete, current, and lawful, and do not contain or constitute fraudulent, deceptive, misleading, or unlawful content;
• (c) process End Customer orders diligently and handle all complaints, disputes, cancellations, exchanges, warranty matters, and refund requests fairly and in accordance with applicable Singapore law;
• (d) comply with the Consumer Protection (Fair Trading) Act and all other applicable laws, regulations, codes, and sector-specific requirements;
• (e) where you offer any goods or services that are subject to age restrictions or other eligibility requirements under applicable law (including alcohol or adult-oriented goods or services), you must:
  • (i) list and classify such goods or services only in the designated category or categories made available by Directo for age-restricted products, and accurately identify them as age-restricted;
  • (ii) implement and maintain all age verification, identity verification, eligibility checks, warnings, notices, labelling, and other compliance measures required by applicable law before completing the sale or delivery of such goods or services;
  • (iii) comply with all applicable legal and regulatory requirements relating to such goods or services, including verifying the age and eligibility of End Customers, and acknowledge that Directo does not verify the age, identity, or eligibility of any End Customer on your behalf; and
  • (iv) acknowledge and agree that Directo may restrict the visibility of, or access to, age-restricted listings so that such listings are accessible only to End Customers who have declared their age or date of birth through the Services and who satisfy the minimum age requirement specified by Directo, which is currently 21 years of age. End Customers who have not declared their age or date of birth through the Services will not be permitted to access such listings. Any such restriction is implemented solely as a platform feature and does not constitute age verification on your behalf or relieve you of your obligations under these Terms or applicable law.

  For the avoidance of doubt, you must not use the Services to list, advertise, market, sell, or otherwise facilitate the sale of any tobacco products, nicotine products, e-vaporisers, imitation tobacco products, cigarettes or any other goods or services prohibited by applicable law or by Directo from time to time.

• (f) comply with, and ensure all Authorised Users comply with, these Terms and the Acceptable Use Policy.

We have no obligation to review, verify, or endorse any content, information, or materials submitted or displayed by you, and you bear sole responsibility for all such content.

4.2 Licences, Permits, and Regulatory Compliance

You are solely responsible for identifying, obtaining, and maintaining in good standing all licences, permits, registrations, approvals, and authorisations required by any applicable law for any aspect of your business activities, products, services, premises, advertising, fulfilment, and customer communications.

We do not verify, endorse, certify, or guarantee your licences, permits, products, services, or compliance status.

You must notify us in writing within 3 business days if any required authorisation is revoked, suspended, or lapses, or if a regulatory investigation is commenced against you.

4.3 Tax Obligations

You are solely responsible for your own GST registration, GST collection, and GST filing obligations; corporate income tax and other applicable tax filing obligations; the pricing and fees charged to End Customers; and the accuracy of all invoices, receipts, and order summaries issued to End Customers, including where such documents are generated using tools or functionality provided by Directo.

You must not display, represent, or charge GST on any invoice, receipt, or listing generated through Directo unless you are duly registered for GST with IRAS. You must update your Directo account settings within 5 business days of any change in your GST registration status.

4.4 Third-Party Services

Your use of any Third-Party Services in connection with Directo is subject to the applicable third party’s own terms, conditions, and policies. We do not control, endorse, or take responsibility for any Third-Party Services, and we are not liable for any loss or damage arising from your use of them. You are solely responsible for any costs, fees, and obligations arising from your use of Third-Party Services.

4.5 Personal Data Protection

You must comply with all applicable obligations under the Personal Data Protection Act 2012, including the Do Not Call provisions, in connection with your collection, use, disclosure, and processing of personal data through or in connection with Directo. You are solely responsible for obtaining all necessary consents and notifications required under applicable data protection law from your End Customers and other individuals whose personal data you process.

4.6 Account Security

You are responsible for maintaining the confidentiality and security of your login credentials, administrator accounts, staff access, devices, and internal approval processes. You are responsible for all activity that occurs under your account.

4.7 Anti-Money Laundering and Sanctions Compliance

You must not use Directo to conduct, facilitate, structure, or disguise any transaction that constitutes or may constitute money laundering, terrorist financing, or any other financial crime under applicable law, including through the creation of fictitious orders, artificial transaction volumes, or any other scheme designed to conceal the origin, nature, or movement of funds. You must not use Directo to provide, operate, or facilitate any virtual asset service, digital token exchange, cryptocurrency trading, or other regulated payment service without holding all licences and approvals required under the Payment Services Act 2019 or any other applicable law.

We may immediately suspend or terminate your access to Directo without prior notice and without liability if we reasonably believe that your use of Directo involves or may involve any such activity. We reserve the right to report any suspicious activity to the relevant authorities without prior notice to you.

4.8 Other Platforms and Channels

You are solely responsible for independently assessing and ensuring that your use of Directo in connection with your business operations complies with the terms, policies, requirements, and restrictions of any other platform or channel through which you operate. Directo makes no representation or warranty as to the compatibility or continued compatibility of Directo with any third-party platform or channel, and is not responsible for any consequences arising out of or in connection with your use of Directo in relation to any other platform or channel, including any restrictions, enforcement actions, penalties, losses, or other actions imposed by any third party.

4.9 Discovery Participation and Anti-Circumvention

You may continue using any other point-of-sale system, ordering system, website, marketplace, social-media channel, or sales channel outside Directo. However, you must not use any such system or channel to circumvent Discovery, Directo checkout, customer-store attribution, Network Fees, or any restriction applied under these Terms.

In particular, you must not:

• (a) direct or encourage an End Customer who accesses or discovers your store through Discovery to complete the relevant transaction outside Directo for the purpose of avoiding a Network Fee;
• (b) redirect or otherwise manipulate an End Customer’s transaction path for the purpose of concealing the true transaction source, manipulating attribution, or avoiding a Network Fee;
• (c) create or facilitate fictitious, artificial, duplicated, or test accounts, orders, or transactions;
• (d) manipulate or attempt to manipulate customer-store attribution, fee liability, transaction records, or settlement amounts; or
• (e) include contact details, external links, external QR codes, payment instructions, or other content in a Discovery listing where we have restricted such content to protect attribution, fee collection, customer safety, or the integrity of Discovery.

5.1 Our Intellectual Property

All intellectual property rights in and to Directo, including all software, source code, interfaces, design elements, trade marks, and documentation, vest exclusively in MarlinX Technologies Pte. Ltd. or our licensors. “Directo” and “MarlinX Tech” are trade marks of MarlinX Technologies Pte. Ltd. No right, title, or interest in our intellectual property is transferred or granted to you except as expressly set out herein.

5.2 Licence to Use Directo

We give you a licence to access and use Directo for your internal business operations during the Term, subject to your compliance with these Terms and timely payment of all applicable fees. This licence applies only to you and your Authorised Users and may not be transferred to any other person or entity. It remains in effect for as long as these Terms are in force, and ends automatically if your applicable Subscription, trial, or other commercial arrangement expires or is terminated, or if these Terms are terminated for any reason.

5.3 Merchant’s Intellectual Property in Merchant Data

“Merchant Data” means all data, content, and information provided by or on behalf of you or your Authorised Users to Directo. As between us and you, you retain all rights, title, and interests in Merchant Data. You grant us a non-exclusive, royalty-free licence to use Merchant Data to operate, maintain, secure, support, improve, and provide Directo and related features and services. We may also use Merchant Data to generate Usage Data and Aggregated Data, conduct analytics, benchmarking, measurement, and reporting, support the commercial and operational purposes described in Section 6, comply with applicable law, and perform our obligations under these Terms.

5.4 Feedback

We’re always looking to improve Directo, and we welcome any feedback, suggestions, or ideas you share with us. If you do share feedback, you give us permission to use it to improve our products and services without any obligation to compensate you or act on it.

5.5 Merchant Content and Discovery Licence

“Merchant Content” means your business name, trade marks, logos, menus, product and service information, images, descriptions, prices, promotions, store information, and other materials that you provide or make available for display to End Customers.

You grant us a worldwide, non-exclusive, royalty-free, and sublicensable licence during the Term to host, store, reproduce, adapt for formatting, display, distribute, and use Merchant Content for the purposes of operating Directo and Discovery, displaying and promoting your business and Participating Stores, supporting customer-facing experiences, and performing our obligations or exercising our rights under these Terms. We may sublicense these rights to service providers and distribution partners solely for those purposes.

You represent and warrant that you own Merchant Content or have all rights and permissions required to provide it to us and grant this licence, and that our permitted use will not infringe any third-party right or breach applicable law.

6.1 Data Categories

For the purposes of this Section 6: “Merchant Data” has the meaning given in clause 5.3; “Usage Data” means data generated through or in connection with the operation and use of Directo and Directo-powered storefronts; “Aggregated Data” means data derived from Merchant Data, Usage Data, or End Customer data that has been aggregated or de-identified such that it does not identify, and cannot reasonably be used to identify, any individual, Merchant, or End Customer; and “End Customer Personal Data” means personal data of End Customers processed through or in connection with Directo-powered storefronts.

6.2 Merchant Data

As between us and you, you retain all rights, title, and interests in Merchant Data. Our use of Merchant Data is subject to the licence granted in clause 5.3. You are solely responsible for the accuracy, legality, and completeness of all Merchant Data.

6.3 Usage Data

We may generate, collect, and use Usage Data in connection with the operation, maintenance, security, and improvement of Directo. As between us and you, we retain all rights, title, and interests in Usage Data, and may retain such Usage Data following termination of these Terms.

We may analyse and process Usage Data and Aggregated Data across multiple Merchants, storefronts, channels, and transactions for the purposes described in this Section 6.

We will not disclose Usage Data in a form that identifies any Merchant or End Customer, except where authorised by the relevant Merchant or required by applicable law.

6.4 Aggregated and De-identified Data

We may generate Aggregated Data derived from Merchant Data, Usage Data, and End Customer data. Aggregated Data does not identify any individual, Merchant, or End Customer. As between us and you, we retain all rights, title, and interests in Aggregated Data. Our right to use Aggregated Data survives termination of these Terms.

We may use Aggregated Data for any lawful business or commercial purpose.

We will not disclose Aggregated Data in a form that identifies any Merchant or End Customer, except where authorised by the relevant Merchant or required by applicable law.

6.5 End Customer Personal Data

We may process End Customer Personal Data in different capacities depending on the purpose of the processing.

Where we process End Customer Personal Data solely on your behalf and for your purposes, such as enabling order fulfilment or providing merchant support tools, we do so as a data intermediary under the Personal Data Protection Act 2012 and in accordance with your lawful instructions, these Terms, and our Privacy Policy.

Where we determine the purposes and means of processing for Directo’s own operations, including account administration, Discovery, customer-store attribution, payment and settlement support, fraud prevention, security, analytics, service improvement, dispute handling, legal compliance, and enforcement of these Terms, we process such personal data in our own capacity as an organisation under the Personal Data Protection Act 2012. Each party is responsible for complying with the obligations applicable to it in that capacity.

You warrant that all End Customer Personal Data transmitted to Directo has been collected, used, and disclosed on a lawful basis, with all required notifications, consents, and permissions under applicable law. You are solely responsible for the lawfulness of all End Customer personal data you collect, request, or otherwise obtain through or in connection with Directo.

We will apply reasonable security measures to protect End Customer Personal Data, retain it only for as long as reasonably necessary for the purposes described in these Terms and our Privacy Policy or as required for legal, regulatory, security, fraud-prevention, or dispute-management purposes, and provide notifications of data incidents where required by applicable law.

We may make certain End Customer Personal Data, such as order details, delivery addresses, and contact information, available to you for the purpose of fulfilling orders, providing customer support, and handling cancellations, returns, or refunds. You must not use such data for marketing or any other purpose unless permitted by Directo, supported by the End Customer’s consent, and compliant with applicable law.

You remain responsible for handling End Customer access, correction, withdrawal, and complaint requests relating to processing carried out by you. We may provide reasonable assistance through available product functionality or support channels.

6.6 Data Export

You may request an export of your Merchant Data at any time during the Term through the methods we make available. During any period of suspension or restriction of your access to Directo, data export access may be restricted or unavailable at our discretion. Following termination, you may submit an export request within 30 days. After such period, we may delete or anonymise Merchant Data in accordance with our data retention practices, subject to any legal obligation to retain it for longer.

6.7 Regulatory Disclosures

We may disclose data where required or permitted by applicable law, or where necessary to enforce these Terms or investigate suspected fraud or unlawful activity.

6.8 Communications Consent

By accepting these Terms, you consent to receiving service and operational communications from us. We may also send promotional communications about Directo, which you may opt out of at any time. For details on how we handle your personal data, see our Privacy Policy.

8.1 Mutual Warranties

Each of us represents that we have the legal authority to enter into these Terms, and doing so does not violate any law or agreement binding on us.

8.2 Directo Provided “As Is”

Save as expressly set out in these Terms, Directo is provided on an “as is” and “as available” basis. To the fullest extent permitted by Singapore law, we disclaim all representations, warranties, conditions, and implied terms of any kind, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that Directo will be uninterrupted, error-free, free from vulnerabilities, or always available.

8.3 No Business Performance Guarantee

We do not guarantee any placement, ranking, visibility, traffic, customer, order, sales volume, conversion rate, customer retention, repeat purchase, revenue, profitability, network effect, or other business performance arising from the use of Directo or participation in Discovery.

8.4 Merchant’s Warranties

You represent and warrant, on a continuing basis throughout the Term, that:

• (a) all Merchant Data is accurate and does not infringe any third-party right or violate applicable law;
• (b) you hold all required licences, permits, and approvals; and
• (c) your goods and services comply with all applicable product safety, consumer protection, and regulatory requirements.

8.5 Beta and Experimental Features

We may make available to you, from time to time, features, tools, integrations, or functionalities that are designated as “beta”, “preview”, “early access”, “experimental”, or with similar labels (“Beta Features”). Beta Features are provided on an “as is” and “as available” basis as a supplement to Directo, without any representations, warranties, or commitments of any kind. We do not warrant that Beta Features will be fit for any particular purpose, meet any performance standard, or be free from errors, interruptions, or vulnerabilities.

Beta Features may be modified, suspended, or discontinued at any time without prior notice and without liability. You must not rely on Beta Features for critical business operations. We accept no responsibility for any loss of data, configurations, or operational continuity arising from the modification or discontinuation of any Beta Feature.

Unless otherwise stated by us, use of Beta Features is subject to these Terms and any additional terms communicated to you at the time of access.

10.1 Aggregate Cap

To the fullest extent permitted by Singapore law, our total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or any other theory, shall not exceed the total Subscription fees paid or payable by you in the six (6) calendar months immediately preceding the date of the claim.

10.2 Exclusion of Consequential Loss

To the fullest extent permitted by Singapore law, we will not be liable for any:

• (a) loss of profit;
• (b) loss of revenue;
• (c) loss of business or opportunity;
• (d) loss of data;
• (e) loss of goodwill or reputation;
• (f) business interruption; or
• (g) indirect, incidental, special, punitive, or consequential loss of any kind, whether or not advised of the possibility of such loss.

10.3 Exclusions

Nothing in these Terms excludes or limits liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability that cannot lawfully be excluded under Singapore law.

12.1 Duration

These Terms take effect upon your acceptance during Merchant Onboarding and continue until terminated in accordance with this clause 12.

12.2 Termination by you

You may terminate these Terms by cancelling your Subscription through the in-product cancellation process or by notifying us in writing that you wish to end an applicable trial or other commercial arrangement. For a Subscription, termination takes effect at the end of the then-current billing period. For a trial or other arrangement with no billing period, termination takes effect on the date confirmed by us. No refund of pre-paid fees is payable.

12.3 Suspension or Termination by us

We may suspend, restrict, disable, remove, or terminate your access to Directo, any store, listing, checkout, payment, fulfilment, customer-facing feature, administrative feature, or related functionality:

• (a) on 14 days’ written notice, during which period you may remedy the breach; or
• (b) immediately and without prior notice where we reasonably believe you have engaged in fraud, illegal conduct, or activity that poses a risk to End Customers, Directo, or third parties; you have failed to maintain required licences or permits; you become subject to insolvency proceedings; or where required by law or a competent authority; or
• (c) on 30 days’ written notice for any reason.

Suspension or restriction does not waive our right to terminate.

12.4 Consequences of Termination

Upon termination, your access to Directo will cease in accordance with this clause and we may remove your Stores, listings, and Merchant Content from Discovery. Where termination is initiated by you: (i) in relation to a Subscription, access continues until the end of the then-current billing period; and (ii) in relation to a trial or other arrangement with no billing period, access ceases on the effective date of termination. Where termination is initiated by us: (i) under clause 12.3(a) or (b), access ceases immediately; and (ii) under clause 12.3(c), access continues during the notice period unless we suspend or restrict access under clause 12.3.

From the effective date of termination, you must not accept any new orders through the Services. Termination does not affect your obligations in respect of any orders accepted before the effective date of termination. You remain solely responsible for fulfilling, cancelling, refunding, or otherwise resolving all outstanding End Customer orders in accordance with these Terms, your published policies, and applicable law. Directo may, but is not obliged to, maintain limited access to the Services or provide reasonable assistance solely to enable the administration and completion of such outstanding orders.

All outstanding Subscription fees, Network Fees, and other amounts owed by you become immediately due and payable.

You may request an export of your Merchant Data within 30 days of termination. After such period, we may delete or anonymise Merchant Data in accordance with our data retention practices. You must immediately cease using the Services and delete or return (at our election) any of our confidential information in your possession or control.

12.5 Survival

Clauses 1.2, 1.3, 1.4, 1.5, 1.6, 3.10, 3.11, 3.12, 3.13, 4.8, 4.9, 5.1, 5.3, 5.4, 5.5, 6.3, 6.4, 6.5, 6.6, 6.7, 7, 8.2, 8.3, 8.4, 10, 11, 13, 14, and 15 survive termination or expiry of these Terms.