Seller Policy Pages

1. Definitions and Interpretation

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referenced herein shall have the meanings set out below:

“Agreement”: Refers to the form signed by the Merchant upon registration with Techkloud, including any amendments and supplements;

“Applicable Law”: Means laws, regulations, judgments, or guidelines enacted by the Singapore Parliament, government, or any competent court or authority;

“Business Day”: Any day other than a Saturday, Sunday, or public holiday in Singapore;

“Customer Account”: A registered account of a customer on the Techkloud Platform;

“Delivery Partner”: An independent third party engaged to deliver products ordered by customers via the Techkloud Platform;

“Effective Date”: The date on which Techkloud approves the Merchant’s registration application;

“Merchant Wallet”: The fund account held by the Merchant on Techkloud;

“Net Sales”: Total transaction amount after deducting discounts, service fees, and taxes;

“Techkloud Platform”: The e-commerce platform operated by Techkloud (website: www.techklouds.com);

“Service Fee”: Fees payable by the Merchant for using Techkloud’s services (as detailed in Clause 7.1);

“Singapore Law”: Refers to the current and future applicable laws of Singapore.

1.2 Rules of Interpretation:

The term “including” shall mean “including but not limited to”;

Singular and plural terms and gendered language may be used interchangeably;

Headings are for convenience only and do not affect interpretation.

2. Scope

This Agreement applies to Techkloud’s food ordering and delivery services (as may be amended from time to time).

3. Term

3.1 This Agreement takes effect from the Effective Date, remains valid for 1 year, and automatically renews for successive 1-year terms. Either party may terminate the renewal by providing 30 days’ prior written notice.

4. Description of Techkloud Services

4.1 Scope of Techkloud Services:

Acting as an intermediary between Merchants and customers to process orders and payments;

Techkloud reserves the right to suspend or modify services without prior notice.

4.2 Techkloud will display the Merchant’s products on the Platform, provided the product information meets Platform standards.

4.3 Merchants must provide complete product information (e.g., menu, pricing, business hours). If incomplete, Techkloud may display products using existing information.

4.5 Techkloud is not a party to delivery contracts and does not guarantee product quality or customer identity.

4.7 Merchants are responsible for handling refunds and disputes. Techkloud may refund transaction funds at its sole discretion.

4.8 Techkloud may suspend services under the following circumstances:

To verify the Merchant’s login credentials, legal address, IP address, or account authenticity;

Suspected fraud, money laundering, or illegal transactions;

Violation of Singapore Law or Platform policies.

5. Obligations

5.1 Merchants must register via Techkloud’s designated methods and comply with Platform policies.

5.6 The Merchant represents and warrants that:

Products comply with Singapore’s Food Safety Regulations;

Possess a valid business license issued by the Singapore Food Agency (SFA);

No involvement with illegal funding sources.

5.11 Merchants must participate in Techkloud’s promotional activities. To opt out, submit a form and await 14 days for processing.

6. Techkloud Co-Funded Campaigns

6.1 If a Merchant participates in a campaign, their contribution amount is based on Net Sales recorded in Techkloud’s system.

7. Fees and Taxes

7.1 Service Fees are calculated based on Net Sales, excluding Singapore Goods and Services Tax (GST). Merchants are responsible for applicable taxes.

7.3 Techkloud may directly deduct disputed fees or erroneous transaction amounts from the Merchant Wallet.

7.4 Changes to Service Fees or contributions will be notified to Merchants in writing.

8. Intellectual Property

8.1 Techkloud retains supervisory rights over all intellectual property, product ownership, and trademarks on the Platform.

9. Disclaimer

9.1 Techkloud services are provided “as is” without any express or implied warranties.

10. Confidentiality and Personal Data

10.1 Both parties must comply with Singapore’s Personal Data Protection Act (PDPA).

11. Force Majeure

11.1 Force Majeure events include, but are not limited to, natural disasters, government actions, or public health emergencies (e.g., COVID-19).

12. Termination

12.1 The Agreement may be terminated if:

A party becomes insolvent or violates Applicable Law;

Either party provides 30 days’ prior written notice.

13. Governing Law and Dispute Resolution

13.1 This Agreement is governed by Singapore Law. Disputes shall be resolved through arbitration at the Asian International Arbitration Centre (AIAC) in Singapore.

14. Notices

14.1 Notices shall be sent to:

Techkloud Address: 1 Raffles Place, #50-01, Singapore 048616

Email: legal.sg@techkloud.com (Attn: Group General Counsel)

15. Miscellaneous

Severability: If any clause is invalid, the remainder of the Agreement remains enforceable.

Entire Agreement: This Agreement and its annexes constitute the final agreement, superseding all prior agreements.

Revision Notes:

Legal clauses aligned with Singapore’s International Arbitration Act, Food Safety Regulations, and PDPA.

Addresses, tax terms (GST), and agency names (e.g., SFA) updated to reflect Singapore-specific content.

Terms standardized for consistency and logical coherence.

16. Indemnification and Liability Limitation

16.1 The Merchant agrees to indemnify Techkloud, its affiliates, directors, employees, and agents (collectively, “Indemnified Parties”) against any claims, losses, or expenses arising from:

Product quality issues;

Breach of this Agreement or Applicable Law;

Infringement of third-party intellectual property rights.

16.2 Under no circumstances shall Techkloud be liable to the Merchant for:

Indirect losses (e.g., loss of profits, goodwill);

Damages exceeding the total Service Fees paid in the preceding 12 months.

17. Assignment and Subcontracting

17.1 The Merchant may not assign any rights or obligations under this Agreement without Techkloud’s prior written consent.

17.2 Techkloud may subcontract services to third parties but must ensure service quality.

18. Independent Contractor Relationship

18.1 This Agreement does not create an employment, partnership, or joint venture relationship.

18.2 Delivery Partners are independent contractors. Techkloud is not liable for their actions.

19. Electronic Communications and Records

19.1 Both parties agree to electronic communications (e.g., email, Platform notifications), which shall be legally binding.

19.2 Techkloud may record all transaction data. Merchants may view historical records in their accounts.

20. Policy Updates

20.1 Techkloud may update this policy at any time and notify Merchants via:

Platform announcements;

Email;

In-account notifications.

20.2 Continued use of services after updates constitutes acceptance of the revised terms.

21. Language Version

21.1 The English version of this Agreement shall prevail. Other language versions are for reference only.

22. Contact Information

22.1 Merchants may contact Techkloud at:

Support Email: support.sg@techkloud.com

23. Special Clauses (If Applicable)

23.1 Halal Certification: Merchants offering halal food must hold valid certification from the Islamic Religious Council of Singapore (MUIS).

23.2 Environmental Requirements: Merchants must comply with Singapore’s Sustainable Resource Act to reduce single-use packaging.

24. Appendices

24.1 Merchant SOP: The attached Techkloud Merchant Standard Operating Procedures form part of this Agreement.

24.2 Fee Schedule: Service Fees, transaction rates, etc., are subject to the latest updates on the Techkloud Platform.

Final Revision Notes:

Full Localization: All legal terms and regulatory bodies (e.g., MUIS, SFA) adapted to Singapore.

Clarified Liabilities: Added indemnification and liability limitations to balance rights.

Operational Details: Enhanced clauses on electronic communications, environmental requirements, etc.

Compliance Strengthened: Emphasized Singapore-specific requirements like halal certification and data protection.

Merchants are advised to:

Retain a copy of this Agreement;

Regularly review policy updates;

Ensure business licenses comply with Singapore regulations.