1. About These Terms
1.1 These Merchant App Terms of Use (“App Terms”) govern access to and use of the Merchant App, a mobile application provided by SoukPay Rewards Tech Ltd (“SoukPay”, “we”, “us”) for use by the Merchant’s Personnel at the point of sale.
1.2 These App Terms apply in addition to, and do not replace or vary, the Merchant Participation Agreement (Standard or Pioneer, as applicable) entered into separately between the Merchant and SoukPay (the “MPA”). The MPA governs the commercial terms of the Merchant’s participation on the SoukPay Platform, including commission, Tier rates, SoukPay Credits, and, where applicable, the Pioneer Merchant Programme.
1.3 Where there is any conflict between these App Terms and the MPA: (a) the MPA prevails in respect of commercial terms, including commission, rates, rewards, and payment mechanics; and (b) these App Terms prevail in respect of access to, and use of, the Merchant App itself.
1.4 By accessing or using the Merchant App, the Merchant and each member of Personnel granted access to it agree to be bound by these App Terms.
2. Definitions
2.1 Capitalised terms used but not defined in these App Terms have the meanings given to them in the MPA, including “Merchant,” “Personnel,” “Outlet,” “Business Day,” “Applicable Law,” and “SoukPay Credits.”
2.2 In these App Terms: (a) “Device” means the mobile phone, tablet, or other hardware on which the Merchant App is installed; and (b) “Refund PIN” means the optional numeric code the Merchant may configure via the Merchant Web Portal to restrict who may initiate a refund through the Merchant App.
3. Personnel Access
3.1 The Merchant may grant Personnel access to the Merchant App for use at the point of sale. The Merchant is responsible for ensuring that each member of Personnel granted access complies with these App Terms.
3.2 The Merchant is responsible for all activity conducted through the Merchant App by its Personnel, or by any other person who obtains access to a Device on which the Merchant App is installed, except to the extent that activity results from SoukPay’s breach of its security obligations.
3.3 The Merchant shall promptly remove or revoke a member of Personnel’s access to the Merchant App, including by changing any Refund PIN known to that individual, where that person is no longer authorised to act on the Merchant’s behalf, including on termination of their employment or engagement.
4. Device, Account, and Refund PIN Security
4.1 The Merchant is responsible for the physical security of each Device on which the Merchant App is installed, including when the Device is shared between multiple members of Personnel at an Outlet.
4.2 Personnel must keep any login credentials used to access the Merchant App confidential and must not share them with any unauthorised person.
4.3 Where the Merchant configures a Refund PIN, the Merchant is responsible for controlling which Personnel are made aware of it and for changing it promptly where it may have been compromised or where a member of Personnel who knew it is no longer authorised to act for the Merchant.
4.4 The Merchant shall notify SoukPay promptly if it becomes aware of any unauthorised access to, or use of, the Merchant App, a Device on which it is installed, or a Refund PIN.
5. Permitted Use of the App
5.1 The Merchant App may be used only for legitimate business purposes connected with the Merchant’s participation on the SoukPay Platform, being: generating a QR code for a Transaction amount, confirming payment success, viewing recent Transactions, initiating full refunds in accordance with the MPA and, where configured, entry of the Refund PIN, sending receipts, viewing a daily Transaction summary, and referring customers or other merchants to the Platform.
5.2 Owner-level and administrative functions, including Tier management, viewing commercial rates, and reward configuration, are not available through the Merchant App and are managed exclusively through the Merchant Web Portal, subject to the Merchant Portal Terms of Use.
5.3 The Merchant shall not, and shall ensure its Personnel do not, use the Merchant App for any purpose that breaches Applicable Law or these App Terms, including to generate a QR code or initiate a Transaction that does not correspond to a genuine sale of goods or services at the relevant Outlet.
6. Prohibited Conduct
6.1 The Merchant shall not, and shall ensure its Personnel do not: (a) reverse engineer, decompile, or attempt to derive the source code of the Merchant App; (b) attempt to access another merchant’s account, Outlet, or data through the Merchant App; (c) probe, test, or attempt to circumvent the security of the Merchant App, including any Refund PIN protection; (d) introduce malicious code or otherwise interfere with the operation of the Merchant App; or (e) use the Merchant App to build or support a product or service that competes with the SoukPay Platform.
7. Availability and Changes to the App
7.1 SoukPay aims to keep the Merchant App available at all times but does not guarantee uninterrupted or error-free operation, including where availability depends on the Device, its operating system, or the Merchant’s internet connectivity at the Outlet.
7.2 SoukPay may release updates to the Merchant App from time to time, including updates required to maintain security or compatibility. The Merchant is responsible for ensuring Personnel install updates on a timely basis; SoukPay may require a minimum supported version of the Merchant App to process Transactions.
7.3 SoukPay may update these App Terms from time to time. Material changes will be notified through the Merchant App, the Merchant Web Portal, or by email. Continued use of the Merchant App after a change takes effect constitutes acceptance of the updated App Terms
8. Force Majeure
8.1 SoukPay shall not be liable for any delay, interruption, unavailability, or failure of the Merchant App to the extent caused by circumstances beyond SoukPay’s reasonable control, including failures or interruptions affecting Stripe, card schemes, banking networks, telecommunications or internet services, cloud or hosting infrastructure, mobile operating system or app store providers, governmental or regulatory action, natural disasters, acts of war or terrorism, civil disturbance, or other events beyond SoukPay’s reasonable control. SoukPay shall use reasonable efforts to mitigate the effects of any such event and restore the Merchant App to normal operation as soon as reasonably practicable.
9. Intellectual Property
9.1 The Merchant App, including its design, software, and underlying technology, is owned by SoukPay or its licensors. Nothing in these App Terms transfers any intellectual property rights to the Merchant or its Personnel.
9.2 SoukPay grants the Merchant a limited, non-exclusive, non-transferable, revocable licence for its Personnel to install and use the Merchant App for the purposes described in clause 5, for so long as the Merchant participates on the SoukPay Platform under the MPA.
10. Data Accuracy and Confidentiality
10.1 The Merchant App displays data relating to the Merchant’s Transactions and refunds at the relevant Outlet, calculated in accordance with the MPA. This data is provided for convenience at the point of sale; the definitive record of amounts owed or payable is as calculated under the MPA and as made available through the Merchant Web Portal.
10.2 Any commercially sensitive information made available through the Merchant App is subject to the confidentiality obligations in clause 14 of the MPA.
11. Suspension and Termination
11.1 SoukPay may suspend the Merchant’s or any Personnel’s access to the Merchant App where SoukPay reasonably believes there has been a breach of these App Terms, a security risk, or suspected fraud or programme abuse, or as otherwise permitted under the MPA.
11.2 Access to the Merchant App automatically terminates on termination or expiry of the MPA, or, for an individual member of Personnel, on the Merchant revoking that person’s access under clause 3.3.
12. Liability
12.1 SoukPay’s liability arising out of or in connection with these App Terms is governed by, and subject to the same limitations and exclusions as, clause 13 of the MPA.
13. Governing Law and General
13.1 These App Terms are governed by the same governing law as, and are subject to the same dispute resolution provisions as, clause 16 of the MPA.
13.2 If any provision of these App Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
13.3 These App Terms, together with the MPA, constitute the entire agreement between the Merchant and SoukPay in respect of the Merchant’s access to and use of the Merchant App.
