ZAP E-STORE TERMS AND CONDITIONS

These Terms and Conditions (Terms) govern ZAP E-Store Module (ZAP E-Store).

1. Overview

   1. ZAP E-Store is a platform that allows brands to create their own ecommerce stores that allows customers to purchase their goods and services.This platform has been developed and is owned and operated exclusively by ZAP.

2. Payment Acceptance

   1. Merchant gives ZAP authority to receive payment for the account of the Merchant paid by customers on the ZAP E-Store.

3. Refunds

   1. ZAP shall only handle refunds for payments processed via ZAP's account on any of ZAP's payment gateway partners. Refunds for manual payments (bank, e-wallets, and similar) will be handled exclusively by the Merchant.

   2. Orders marked as Rejected on the merchant app shall be refunded to the customer within the same business day.

   3. For refund requests after the business day and refunds for orders that have not been rejected, Merchant shall be responsible for refunding the customer.

   4. Refunds shall be deducted from the amount to be paid to Merchant.

4. Fees

   1. For every transaction under the ZAP E-Store module, the following fees shall be applicable

      1. Setup Fee – A one-time setup fee shall be paid as indicated in Page 1 of the Agreement. If a minimum Term is reached, the setup fee may be waived. If the Agreement is pre-terminated by the Merchant without cause, the entire setup fee immediately becomes due and demandable without further notice.

      2. Subscription Fee – A monthly per store subscription fee shall be paid by the Merchant. The amount and duration is set out in page 1 of the Agreement.

      3. Transaction Fee for credit and debit cards processed by ZAP – For every credit and/or debit card transaction on the ZAP E-Store, ZAP shall charge a transaction fee as indicated in Schedule 1.

      4. Transaction Fee for other integrated payment methods – For every integrated payment transaction (including Paymongo and other payment gateways/systems) on the ZAP E-Store, ZAP shall charge a transaction fee as indicated in Schedule 1. ZAP has the right to engage, offer, and/or integrate online payment systems/gateways it deems fit in the ZAP E-Store.

      5. Transaction Fee for manual payment methods – For every manual payment made directly by the customer to the Merchant, such as direct deposits and/or remittances to the Merchant’s account/s (i.e., GCash, Bank Deposits), ZAP shall charge a transaction fee as indicated in Schedule 1.

   2. ZAP shall withhold the applicable fees from the transaction payments made to Merchant. A summary shall be submitted to Merchant as provided under Section 5(a) below.

   3. Merchant shall be responsible for paying any applicable taxes, such as VAT or percentage tax, on all sales.

   4. By agreeing to these terms, Merchant authorizes ZAP to automatically deduct payment from the specified credit or debit card account until such authorization is revoked. Payments will be charged at the start of each billing cycle, as determined by the agreed-upon products or plans. Following the payment processing, the Merchant is responsible for notifying the cardholder of the transaction's success or failure. ZAP assumes no liability for any failure by the Merchant to provide such notification. The Merchant further acknowledges and agrees that the billing cycle and the amount to be deducted are based on the instructions provided by the Merchant to ZAP.

5. Payment ScheduleFor Merchants paying through ZAP

   1. Weekly payment cutoff shall be at 12 midnight every Sunday. Payments made by customers on the ZAP E-Store that are completed by ZAP on or before the cutoff dates shall be paid within 5 business days after the said applicable cutoff date (“Payment Schedule”). For example, Services delivered and fulfilled from Monday to Sunday shall be paid on or before Friday the following week. ZAP shall submit a summary of the proceeds and applicable fees during the Payment Schedule.

   2. Credit card chargebacks shall be deducted from Merchant’s payment proceeds.

   3. An invoice is deemed accepted after the lapse of five (5) calendar days from receipt thereof, unless ZAP receives a notice in writing that Merchant contests the invoice (the Contesting Party), along with its supporting documents to prove the same. In the event of dispute, the Parties will attempt to resolve the same in good faith and within a reasonable period.

   For Merchants paying through other payment processors

   4. Merchants are permitted to utilize their own payment processors in connection with transactions under ZAP E-Store.

   5. For Merchants paying through their own payment processors, they shall be subject to the payment schedules as determined by the said payment processor.

   6. 6 Merchant agrees to hold ZAP free from any liability, damage, actual or threatened claim or suit, including attorney’s fees and court cost, arising from Merchant’s utilization of its own payment processors in connection with transactions under ZAP E-Store.

6. Marketing

   1. Merchant agrees that its name, address, logos or product photos may be published on the Website, online platforms, or mobile application of ZAP.

7. ZAP E-Store Setup and Design

   1. The E-Store’s theme design is limited to the customization features available on the Platform, which may be changed, revised, and/or updated from time to time by ZAP at its sole discretion.

8. Merchant Responsibilities

   1. Merchant shall be solely responsible for keeping its menu and business information and offerings updated at all times.

   2. Merchant shall be solely responsible for maintaining its business operations, including, among others, keeping its business properly staffed and equipped.

   3. Merchant warrants that it is in compliance with all applicable laws, including business registration, tax, and has all necessary licenses in place for the operation of its business.

   4. Merchant warrants that it shall not offer or sell any prohibited, illegal, or unlawful goods or services, and that it has the necessary authority and/or licenses to transact the same. The ZAP E-Store shall not be used for illegal or fraudulent sales or transactions.

9. Termination

   1. Upon the termination of the Agreement, Merchant shall no longer have access to the ZAP E-Store, ZAP Loyalty, its software and the ZAP Loyalty App.

10. Limitation of Liability

    1. ZAP shall only be responsible for providing and maintaining the ZAP E-Store as well as allowing Merchant access and use of the ZAP E-Store.

    2. ZAP is only a technology provider and is not liable for order acceptance, production of goods, quality of goods, fulfillment, delivery, complaints, and customer service of Merchant and/or customer. Merchant shall be solely responsible for any and all customer queries, claims and/or complaints with respect to Merchant’s goods or services.

    3. ZAP is not responsible for verifying orders placed by customers on the ZAP E-Store. Merchant shall be solely responsible for addressing any concerns, issues, and/or availability of the orders of the customers.

    4. Merchant acknowledges that the ZAP E-Store is reliant on the services of 3rd party platforms such as Shopify and shall not be liable for downtime and reliability of these platforms and for other acts beyond its reasonable control.

    5. Merchant shall be solely responsible for keeping their account secure, including the device and login access to any of ZAP's services.