1. About These Terms
1.1 These Merchant Portal Terms of Use (“Portal Terms”) govern the Merchant’s and its Authorized Users’ access to and use of the Merchant Web Portal, a web-based application provided by SoukPay Rewards Tech Ltd (“SoukPay”, “we”, “us”) for merchants participating on the SoukPay Platform.
1.2 These Portal 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 Portal Terms and the MPA: (a) the MPA prevails in respect of commercial terms, including commission, rates, rewards, and payment mechanics; and (b) these Portal Terms prevail in respect of access to, and use of, the Merchant Web Portal itself.
1.4 By accessing or using the Merchant Web Portal, the Merchant and each Authorized User agree to be bound by these Portal Terms.
2. Definitions
2.1 Capitalised terms used but not defined in these Portal Terms have the meanings given to them in the MPA, including “Merchant,” “Outlet,” “Business Day,” “Applicable Law,” and “SoukPay Credits.”
2.2 In these Portal Terms: (a) “Authorized User” means any individual authorised by the Merchant to access and use the Merchant Web Portal on its behalf, whether as a Franchisor or otherwise; (b) “Franchisor” means the individual who completes the Merchant’s registration on the Merchant Web Portal and who is treated as holding primary administrative authority over the Merchant’s Portal account, including the ability to designate further Authorized Users; (c) “Portal Content” means all data, reports, materials, and information made available to the Merchant through the Merchant Web Portal; and (d) “Credentials” means the username, password, and any other authentication information used to access the Merchant Web Portal.
3. Eligibility and Authorized Users
3.1 The individual who completes the Merchant’s registration on the Merchant Web Portal is designated as the Franchisor for the Merchant’s account. The Franchisor may designate one or more further Authorized Users (including Employee-level users) to access the Merchant Web Portal on the Merchant’s behalf. The Merchant is responsible for ensuring that each Authorized User, including the Franchisor, complies with these Portal Terms.
3.1A Authorized Users designated by the Franchisor other than the Franchisor may be granted access to a subset of the Merchant Web Portal’s functionality only, as configured by SoukPay’s system from time to time. SoukPay may introduce, modify, or restrict the functionality available to different categories of Authorized User without amending these Portal Terms, and the Franchisor remains responsible for ensuring that access granted to other Authorized Users is appropriate to their role.
3.2 The Merchant is responsible for all activity conducted through the Merchant Web Portal under its account, whether by an Authorized User or any other person, except to the extent that activity results from SoukPay’s breach of its security obligations.
3.3 The Merchant shall promptly remove access for any Authorized User who is no longer authorised to act on the Merchant’s behalf, including on termination of that individual’s employment or engagement.
4. Account and Security
4.1 The Merchant and each Authorized User must keep their Credentials confidential and must not share Credentials with any unauthorised person.
4.2 The Merchant shall notify SoukPay promptly if it becomes aware of any unauthorised access to, or use of, the Merchant Web Portal or any Authorized User’s Credentials.
4.3 SoukPay may require multi-factor authentication or other verification steps to access the Merchant Web Portal from time to time.
5. Permitted Use of the Portal
5.1 The Merchant Web Portal may be used only for legitimate business purposes connected with the Merchant’s participation on the SoukPay Platform, including outlet management, transaction and settlement reporting, Tier management in accordance with clause 4.2 of the MPA, viewing reward accruals, and account administration.
5.2 The Merchant shall not, and shall ensure its Authorized Users do not, use the Merchant Web Portal for any purpose that breaches Applicable Law or these Portal Terms.
6. Prohibited Conduct
6.1 The Merchant shall not, and shall ensure its Authorized Users do not: (a) reverse engineer, decompile, or attempt to derive the source code of the Merchant Web Portal; (b) scrape, harvest, or extract data from the Merchant Web Portal other than through its intended features; (c) attempt to access another merchant’s account or data, or any part of the Merchant Web Portal not made available to the Merchant; (d) probe, test, or attempt to circumvent the security of the Merchant Web Portal; (e) introduce malicious code or otherwise interfere with the operation of the Merchant Web Portal; or (f) use the Merchant Web Portal to build or support a product or service that competes with the SoukPay Platform.
7. Availability and Changes to the Portal
7.1 SoukPay aims to keep the Merchant Web Portal available at all times but does not guarantee uninterrupted or error-free access. SoukPay may suspend access for scheduled or emergency maintenance.
7.2 SoukPay may modify, add to, or remove features of the Merchant Web Portal from time to time. SoukPay will give reasonable notice of any change that materially reduces the Merchant Web Portal’s core functionality.
7.3 SoukPay may update these Portal Terms from time to time. Material changes will be notified through the Merchant Web Portal or by email. Continued use of the Merchant Web Portal after a change takes effect constitutes acceptance of the updated Portal Terms.
8. Force Majeure
8.1 SoukPay shall not be liable for any delay, interruption, unavailability, or failure of the Merchant Web Portal 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, 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 access to the Merchant Web Portal as soon as reasonably practicable.
9. Intellectual Property
9.1 The Merchant Web Portal, including its design, software, and underlying technology, is owned by SoukPay or its licensors. Nothing in these Portal Terms transfers any intellectual property rights to the Merchant.
9.2 SoukPay grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to access and use the Merchant Web Portal 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 Web Portal displays data relating to the Merchant’s Transactions, Tier, commission, and rewards, calculated in accordance with the MPA. Portal Content is provided for the Merchant’s convenience; the definitive record of amounts owed or payable is as calculated under the MPA.
10.2 Portal Content, including commercial rates and reward information displayed to the Merchant, 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 Authorized User’s access to the Merchant Web Portal where SoukPay reasonably believes there has been a breach of these Portal Terms, a security risk, or suspected fraud or programme abuse, or as otherwise permitted under the MPA.
11.2 Access to the Merchant Web Portal automatically terminates on termination or expiry of the MPA.
12. Liability
12.1 SoukPay’s liability arising out of or in connection with these Portal 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 Portal 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 Portal Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
13.3 These Portal 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 Web Portal.
