Merchant Terms of Service

1.1 Technology Service Provider

Directo provides technology infrastructure, software interfaces, and operational workflows enabling Merchants to manage their own customer ordering channels and related business operations.

We are not, and shall not be construed as, an online marketplace, marketplace operator, platform operator, e-commerce operator, provider of regulated payment services, intermediary trader, agent, principal, broker, distributor, reseller, employer, joint venture partner, or franchisor in respect of any goods, services, or payments involving any Merchant or 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”) or through applicable third-party services, payment processors, delivery providers, and similar integrations (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. You are solely responsible for all aspects of your business operations, including listings, pricing, promotions, fulfilment, delivery, refunds, exchanges, warranties, customer service, tax treatment, and regulatory compliance.

1.3 No Participation in Merchant Transactions

We do not participate in, and are not a party to, any transaction between you and your End Customers. We:

• do not set, influence, or control the prices charged by any Merchant;
• do not hold, handle, inspect, or take title to any goods;
• do not provide, endorse, or certify any Merchant goods or services;
• do not undertake fulfilment, delivery, installation, after-sales support, refunds, or warranty obligations for any Merchant;
• do not collect, hold, or disburse customer funds on behalf of any Merchant or End Customer, unless expressly stated in a separate written agreement; and
• 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, restricting, removing, disabling, suspending, or blocking checkout or payment flows, in relation to any Merchant account, store, listing, content, order workflow, 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.

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.

2.1 Binding Effect

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

• such individual has full legal capacity and authority to legally bind you to these Terms;
• you satisfy the business registration, identity, and onboarding requirements specified by us;
• you hold all licences, permits, approvals, and registrations required by applicable law for your business activities;
• all information provided during Merchant Onboarding is true, accurate, complete, and not misleading; and
• such individual is at least 18 years of age.

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. If any representation was false, inaccurate, or misleading at the time of acceptance, we may immediately suspend or terminate your access to Directo without prior notice.

2.3 Business Verification

We reserve the right to contact you at any time to verify your identity, business registration, authority, or legitimacy. You must cooperate fully with any such verification request. Failure to cooperate within a reasonable time constitutes a material breach of these Terms.

3.1 Setup Access and Activation

We may grant you access to setup, configuration, and preview features of Directo prior to activation of a paid Subscription (the “Setup Period”). Live ordering, payment processing, and live store operations are not enabled during the Setup Period. Access will not automatically convert to a paid Subscription.

3.2 Plans and Billing

Paid access to Directo is made available on subscription plans (each a “Subscription”) presented in the product or an order form. Subscription fees are payable in advance on a monthly or annual basis as selected by you. Subscriptions renew at the end of each billing period unless cancelled.

3.3 Fees and GST

All fees 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 as required by applicable law. All fees are payable in full without any right of set-off, counterclaim, deduction, or withholding.

3.4 Cancellation

You may cancel your Subscription at any time through the in-product cancellation process. Cancellation takes effect at the end of the then-current billing period. All fees paid are non-refundable, including fees for any unused portion of a billing period.

3.5 Fee Revisions

We may revise Subscription fees on not less than 30 days’ prior written notice. Revised fees apply to subsequent billing periods. If you do not accept the revised fees, you may cancel your Subscription before they take effect.

3.6 Payment Failures

If any Subscription fee payment fails, is declined, or remains overdue, we may immediately suspend your access to Directo without prior notice. Access may be restored upon successful payment of all outstanding amounts, at our discretion.

3.7 Plan Changes

You may request a change to your Subscription plan through the in-product process. Plan changes take effect from the next billing period. 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. Each store requires a separate active Subscription. Each store’s Subscription is independent of any other store’s Subscription.

4.1 General Obligations

Throughout the Term, you must:

• keep all account information, including business registration details, GST status, and authorised representative details, true, accurate, and up to date;
• ensure all information, content, images, documents, and materials submitted to or displayed through your Directo account are accurate, truthful, complete, current, and lawful;
• 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;
• comply with the Consumer Protection (Fair Trading) Act and all other applicable laws, regulations, and sector-specific requirements;
• where you offer age-restricted goods or services, implement and maintain appropriate age verification measures as required by law; and
• comply with, and ensure all Authorised Users comply with, these Terms and the Acceptable Use Policy.

4.2 Licences, Permits, and Regulatory Compliance

You are solely responsible for identifying, obtaining, and maintaining all licences, permits, registrations, approvals, and authorisations required by applicable law for your business activities. You must notify us in writing within 3 business days if any required authorisation is revoked, suspended, or lapses.

4.3 Tax Obligations

You are solely responsible for your own GST registration, GST collection, and GST filing obligations. You must not display 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.

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.

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. We may immediately suspend or terminate your access if we reasonably believe your use of Directo involves such activity.

4.8 Other Platforms and Channels

You are solely responsible for 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.

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. 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 Subscription fees. This licence applies only to you and your Authorised Users and may not be transferred.

5.3 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.

5.4 Feedback

If you share feedback, suggestions, or ideas with us, you give us permission to use it to improve our products and services without any obligation to compensate you or act on it.

6.1 Data Categories

“Usage Data” means data generated through or in connection with the operation and use of Directo. “Aggregated Data” means data derived from Merchant Data or Usage Data that has been aggregated or de-identified such that it does not identify any individual, Merchant, or End Customer. “End Customer Personal Data” means personal data of End Customers processed through Directo-powered storefronts.

6.2 Merchant Data

You retain all rights, title, and interests in Merchant Data. 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 in Usage Data and may retain such data following termination.

6.4 Aggregated Data

We may generate Aggregated Data from Merchant Data, Usage Data, and End Customer data. We retain all rights in Aggregated Data and may use it for any lawful business or commercial purpose. Our right to use Aggregated Data survives termination.

6.5 End Customer Personal Data

To the extent we process End Customer Personal Data on your behalf, we do so as a data intermediary under the PDPA, acting on your instructions. You warrant that all End Customer Personal Data transmitted to Directo has been collected on a lawful basis with all required notifications, consents, and permissions.

6.6 Data Export

You may request an export of your Merchant Data at any time during the Term. 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.

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.

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. We do not warrant that Directo will be uninterrupted, error-free, or always available.

8.3 No Business Performance Guarantee

We do not guarantee any increase in sales, conversion rates, customer retention, repeat purchases, profitability, or business performance arising from the use of Directo.

8.4 Merchant’s Warranties

You represent and warrant, on a continuing basis, that: all Merchant Data is accurate and does not infringe any third-party right or violate applicable law; you hold all required licences, permits, and approvals; and your goods and services comply with all applicable product safety, consumer protection, and regulatory requirements.

8.5 Beta and Experimental Features

Features designated as “beta”, “preview”, “early access”, or “experimental” are provided on an “as is” basis without any warranties. Beta Features may be modified, suspended, or discontinued at any time without prior notice and without liability.

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 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 loss of profit, loss of revenue, loss of business or opportunity, loss of data, loss of goodwill or reputation, business interruption, or indirect, incidental, special, punitive, or consequential loss of any kind.

10.3 Exclusions

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or 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 by cancelling your Subscription at any time through the in-product cancellation process. Termination takes effect at the end of the then-current billing period. No refund of pre-paid fees is payable.

12.3 Suspension or Termination by Us

We may suspend, restrict, or terminate your access to Directo: on 14 days’ written notice where you have breached these Terms, during which you may remedy the breach; immediately and without prior notice where you have engaged in fraud, illegal conduct, or activity that poses a risk to End Customers or third parties; or on 30 days’ written notice for any reason.

12.4 Consequences of Termination

Upon termination, your access to Directo will cease. You may request an export of your Merchant Data within 30 days of termination. After such period, we may delete or anonymise Merchant Data. All accrued fees remain due.

12.5 Survival

Clauses relating to intellectual property, data, confidentiality, warranties, limitation of liability, indemnification, force majeure, governing law, and general provisions survive termination or expiry of these Terms.