General Terms & Conditions

1. Definitions and Interpretation

1.1 Definitions. In the Agreement, unless the context requires otherwise:

• "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means ownership of more than 50% of the voting securities or equity interests of an entity, or the power to direct its management and policies.
• "Agreement" means, collectively, the Order Form, these General Terms and Conditions, the Ryse Privacy Policy, and the Schedules, each as amended in accordance with clause 16.7.
• "Commencement Date" means the date specified as such in the Order Form or, if none is specified, the date on which the Platform is made generally available to the public on behalf of the Customer.
• "Confidential Information" means any information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party"), whether before or after the Effective Date, that is marked as confidential or that a reasonable person would understand to be confidential, including the terms of the Agreement, business and financial information, Customer Data, and the Platform and its underlying technology.
• "Customer" means the legal entity identified as the Customer in the Order Form.
• "Customer Data" means all data, content, and materials submitted by or on behalf of the Customer to the Platform, including end-purchaser data, brand assets, and transaction records.
• "DPA" means the Data Processing Agreement at Schedule B.
• "Effective Date" means the later of the two dates set out in the signature block of the Order Form.
• "Fees" means the Transaction Fee and any other amounts payable by the Customer as set out in the Order Form.
• "Gross Transaction Value" or "GTV" means, for any period, the aggregate gross amount paid by end purchasers for Products sold by or on behalf of the Customer (whether through the Customer's storefront or otherwise) on the Platform during that period, before deduction of any Fees, but excluding refunds processed, chargebacks to purchasers, and applicable taxes collected on behalf of a taxing authority (if and where applicable).
• "Initial Term" means the period specified as such in the Order Form.
• "Order Form" means the Ryse Order Form executed by the parties that references and incorporates these General Terms & Conditions.
• "Personal Data" means the personal data collected, processed, stored, or otherwise used as defined in the DPA.
• "Platform" means the Ryse digital commerce software, white-label storefront, dashboards, and APIs, together with any and all related services made available by Ryse and updated from time to time.
• "Privacy Policy" means the Ryse Privacy Policy in effect as amended from time to time and published at www.rysecloud.com/privacy.
• "Product" means any digital or physical item created, sold, fulfilled, redeemed, made available or otherwise transacted through the Platform, including gift vouchers, gift cards, packages, prepaid or stored-value products, and physical goods and merchandise.
• "Properties" means the hotel(s), hospitality property/properties, or Customer's facilities listed in the Order Form for which the Services are provided.
• "Renewal Term" has the meaning given in clause 6.2.
• "Schedules" means Schedule A (Description of Services) and Schedule B (Data Processing Agreement), together with any other schedule added from time-to-time.
• "Services" means the services described in Schedule A and the Order Form, provided through the Platform.
• "Transaction Fee" means the Transaction Fee Rate applied to GTV, as set out in the Order Form.

1.2 Interpretation: (a) Clause and Schedule headings are for convenience only and do not affect interpretation; (b) references to a "party" are to Ryse or the Customer, and to the "parties" are to both; (c) "Including" and "in particular" are without limitation; (d) references to writing include email; and (e) references to a statute or regulation are to that statute or regulation as amended or re-enacted from time to time.

2. Structure of the Agreement and Order of Precedence

2.1 The Agreement comprises the Order Form, these General Terms & Conditions, the Privacy Policy, and the Schedules, which are to be read together as a single agreement. 2.2 If there is any conflict or inconsistency between the documents making up the Agreement, the following order of precedence applies (highest first): (a) the Order Form; (b) these General Terms & Conditions; (c) the Schedules, except that the DPA (Schedule B) prevails over all other documents in respect of the processing of Personal Data; and (d) the Privacy Policy. 2.3 The Agreement constitutes the entire commercial agreement between the parties for the supply of the Services and supersedes any prior or contemporaneous understanding on that subject matter. The Ryse website / platform Terms of Use continue to govern general access to the Platform but do not override the Agreement; in the event of any conflict between those Terms of Use and the Agreement in respect of the Customer's receipt of the Services, the Agreement prevails.

3. The Services

3.1 Ryse will provide the Services described in Schedule A and the Order Form to the Customer for the Properties, with reasonable skill and care. 3.2 Ryse will use commercially reasonable efforts to make the Platform available, except for planned maintenance (for which Ryse will give reasonable notice where practicable) and emergency maintenance. 3.3 Ryse may improve, update, or modify the Platform from time to time, provided that no such change will materially reduce the core functionality of the Services during the then-current Term. 3.4 Services not expressly listed in Schedule A or the Order Form (including the items listed as out of scope in Schedule A) are not included and may be provided only under a separate written agreement and at additional cost.

3A. Role of Ryse; Agency

3A.1 The Customer is the principal and the legal seller of all Products offered through its storefront on the Platform. Ryse does not take title to, own, purchase, or resell any Product, and is not a party to the contract of sale between the Customer and any end purchaser. 3A.2 Ryse acts solely as a disclosed agent of the Customer for the limited purposes of (a) collecting payment from end purchasers on the Customer's behalf in accordance with clause 5A, and (b) facilitating the creation, marketing, and redemption tracking of Products through the Platform. Except as expressly stated in this clause, the parties remain independent contractors, and nothing in the Agreement makes Ryse a general agent of the Customer or gives Ryse authority to bind the Customer to any obligation beyond what is expressly set out in the Agreement. 3A.3 Ryse is an intermediary that operates the Platform on behalf of Customer. Ryse does not act as principal, reseller, or merchant of record in respect of any Product, and nothing in the Agreement shall be read as Ryse selling, reselling, or otherwise dealing in Products in its own name, whether through the Customer's white-label storefront or any other channel through which Products are made available under this Agreement. Ryse may, at its discretion, make Products available for sale through additional channels beyond the Customer's white-label storefront or API, including third-parties or other channels, or any marketplace whether operated by Ryse or otherwise (each, an "Additional Channel"). Ryse acts solely as Customer's agent and intermediary in respect of any such sale, and Customer remains the seller of record for all Products sold through an Additional Channel. Customer may opt out of participation in any existing or future Additional Channel, in whole or by specifying the particular Additional Channel(s) from which Customer elects to withdraw, by giving Ryse written notice, with such withdrawal taking effect no later than 30 days after Ryse's receipt of any such written notice. Opting out does not affect Products already sold through an Additional Channel prior to the opt-out taking effect.

4. Customer Obligations

4.1 The Customer will: (a) provide accurate and complete information reasonably required by Ryse to provide the Services; (b) keep account credentials confidential and be responsible for activity under its account; (c) use commercial reasonable measures to protect such credentials and avoid any unauthorised use and/or access, and to promptly notify Ryse at hello@rysecloud.com of any suspected unauthorised use and/or access; and (d) ensure that its use of the Platform and any Products complies with any applicable laws. 4.2 The Customer will not use the Platform to create or sell Products for services that are fraudulent, misleading, not legitimately offered by the relevant Property, or otherwise not generally permitted by law in either the Customer's home market or markets in which the Products are made available for sale. The Customer shall be solely responsible for such compliance and shall indemnify and hold harmless Ryse against any liability arising from a breach of this clause. 4.3 The Customer is responsible for the accuracy of its brand assets, product listings, pricing (including any applicable taxes), and its ability to deliver and fulfil the underlying goods, services, or experiences represented by its Products.

5. Fees, GTV and Payment

5.1 In consideration for the Services, the Customer will pay the Fees set out in the Order Form. The Transaction Fee is calculated by applying the Transaction Fee Rate to GTV for each relevant billing period. 5.2 Unless the Order Form states otherwise, Ryse will deduct or invoice the Transaction Fee and any other applicable fees determined by the value or number of transactions against GTV processed through the Platform for each relevant billing period, together with any taxes pursuant to clause 5.4. 5.3 Any fixed Fees (such as a custom domain fee) are payable in advance for the relevant period. Unless the Order Form states otherwise, any and all invoiced amounts are payable within 30 days of the invoice date. Ryse may at its sole discretion charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower. 5.4 All Fees are exclusive of sales tax(es) and/or other applicable taxes, which the Customer will pay in addition where chargeable. 5.5 Fees are as stated in the Order Form. Ryse may revise the Fees for a Renewal Term by giving the Customer at least 30 days' written notice before the end of the then-current Term.

5A. Payment Collection

5A.1 Ryse will collect payment from end purchasers for Products sold through the Customer's storefront or otherwise transacted through the Platform, acting as the Customer's payment collection agent. Amounts collected are held for the account of the Customer until Product redemption or expiry, less the Transaction Fee and any other Fees or charges together with applicable taxes due under the Order Form. 5A.2 Amounts collected under clause 5A.1 become payable to the Customer only upon redemption or expiry of the relevant Product. Ryse will remit the net amount due to the Customer, to the Customer's nominated bank account (as advised from time-to-time), within 7 days following the end of the month in which redemption or expiry took place – unless an alternative payment schedule is specified in the Order Form or thereafter agreed in writing between the parties. 5A.3 Payment by an end purchaser to Ryse for a Product discharges that purchaser's payment obligation to the Customer for that purchase, to the extent of the amount paid.

5B. Taxes on Product Sales

5B.1 The Customer is solely responsible for determining the taxes (including VAT, GST, sales or use tax, and/or any other taxes) applicable to its Products, for ensuring such taxes are correctly charged to end purchasers, and for remitting such taxes to the relevant tax authority, except to the extent Ryse is required by applicable law to collect and remit such taxes under clause 5B.2. 5B.2 Where applicable law requires Ryse, as operator of the Platform, to collect and remit tax on sales of Products on the Customer's behalf (for example, under a marketplace facilitator or equivalent statute), Ryse will do so, and the Customer will provide the tax determination information Ryse reasonably requests for that purpose. Should Ryse be required to pay any taxes on behalf of the Customer, Ryse shall be entitled to claw back such payment from the Customer. Ryse's compliance with such a requirement does not make Ryse the seller of the underlying Product, the merchant of record, or a party to the sale contract. 5B.3 Ryse is not the merchant of record for any Product sale. Ryse's own GST, VAT, and/or sales tax obligations are limited to any applicable taxes properly chargeable on its own Fees under clause 5 or any other charges payable by the Customer.

5C. Invoicing and Receipts

5C.1 Receipts issued to end purchasers for Product sales will identify the Customer, by its legal entity name and where applicable its tax registration number, as the seller, and will state that the sale was facilitated by Ryse acting as the Customer's agent. 5C.2 The Customer will keep its legal entity and tax registration details with Ryse current and accurate for this purpose.

6. Term and Termination

6.1 The Agreement takes effect on the Effective Date. The Initial Term commences on the Commencement Date and continues for the Initial Term, unless terminated earlier in accordance with this clause 6. 6.1A If the Commencement Date has not occurred within 90 days of the Effective Date, either party may terminate the Agreement by written notice with immediate effect. On such termination, neither party will have any liability to the other except in respect of obligations accrued before termination. 6.2 After the Initial Term, the Agreement automatically renews for successive 12-month periods (each a "Renewal Term", and together with the Initial Term, the "Term") unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term, consistent with the Order Form. 6.3 Either party may terminate the Agreement on written notice if the other party: (a) commits a material breach that is not remedied within 30 days of written notice requiring it to do so; or (b) becomes insolvent, enters liquidation or judicial management, or is unable to pay its debts as they fall due. 6.4 Ryse may terminate the Agreement for convenience on 60 days' written notice. The Customer may terminate for convenience with effect from the end of the then-current Term in accordance with clause 6.2. 6.4A Should the Customer fail to log in to the Platform or process any Product transaction(s) for a consecutive period of 90 days ("Inactivity"), Ryse may issue a written notice of Inactivity to the Customer. If the Customer does not resume use of the Platform within 14 days of issuance of such notice, Ryse may terminate this Agreement and suspend the Customer's access to the Platform without further notice. Upon termination under this clause, Ryse shall provide the Customer a period of 30 days to retrieve its data before any deletion, and this clause shall not affect either party's obligations in respect of Products issued prior to termination, obligations pursuant to clause 6.5, or the survival of any other clauses as specified in clause 6.6. 6.5 On termination or expiry of the Agreement: (a) the Customer's right to use the Platform ceases; (b) the Customer will pay all Fees accrued up to the effective date of termination; and (c) each party will, on request, return or destroy the other's Confidential Information, subject to legal retention requirements. 6.6 Termination does not affect any rights or liabilities accrued before the effective date of termination. Clauses that by their nature should survive (including clauses 1, 5 (for accrued amounts), 7, 8, 9, 11, 12, 13, and 17) survive termination.

7. Intellectual Property and Brand Licence

7.1 All intellectual property rights in the Platform (including its software, design, trademarks, and Ryse-created content) are and remain the exclusive property of Ryse. The Agreement grants the Customer no ownership interest in the Platform. 7.2 The Customer grants Ryse a limited, non-exclusive, royalty-free licence to use the Customer's brand assets (logos, images, and copy) to operate the Customer's gifting storefront and provide the Services, and to identify the Customer in Ryse's marketing and promotional materials. The Customer's branding is used on its storefront because the Customer, not Ryse, is the seller of the Products offered there. Neither this licence nor its use should be construed as Ryse selling Products in its own name. The Customer may withdraw consent to marketing use by Ryse at any time by written notice, and Ryse shall cease such use within 30 days. 7.3 As between the parties, the Customer owns all Customer Data. The Customer grants Ryse a non-exclusive licence to host, process, and use Customer Data as necessary to provide the Services and as set out in the DPA, and to create and use aggregated, anonymised data that does not identify the Customer, any Property, or end-purchasers for research, benchmarking, and market studies.

8. Confidentiality

8.1 The Receiving Party will keep the Disclosing Party's Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to its personnel, advisers, consultants, and/or contractors who need to know it and are bound by equivalent obligations. 8.2 Clause 8.1 does not apply to information that is or becomes public other than through breach, is independently developed, is lawfully received from a third party, or is required to be disclosed by law or a regulator (in which case the relevant party will give reasonable notice where lawfully permitted to do so).

9. Data Protection

9.1 Where Ryse processes Personal Data on behalf of the Customer in connection with the Services, the parties will comply with the DPA at Schedule B and applicable data protection laws, including the Singapore Personal Data Protection Act 2012.

10. Third-Party Integrations

10.1 The Platform may integrate with or link to third-party services. The Customer's use of any third-party service is subject to that third party's terms, and any applicable fees, charges, and/or taxes. 10.2 Ryse does not warrant that integrations with third-party systems will operate as intended and/or remain available, and Ryse is not liable for any resulting interruption to, or discontinuation of, any such integration.

11. Warranties

11.1 Each party warrants that it has the authority to enter into the Agreement and that doing so does not breach any other agreement binding on it. 11.2 Ryse warrants that it will provide the Services with reasonable skill and care. Except as expressly stated in the Agreement, and to the fullest extent permitted by law, the Platform and Services are provided "as is", and Ryse disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Platform will be uninterrupted or error-free.

12. Limitation of Liability

12.1 Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded under applicable law. 12.2 Subject to clause 12.1, neither party is liable for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, data, or goodwill, whether in contract, tort, or otherwise. 12.3 Subject to clauses 12.1, 12.2, and 12.4, each party's total aggregate liability arising out of or in connection with the Agreement will not exceed the greater of (a) the total Fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim, and (b) SGD10,000. 12.4 The cap in clause 12.3 does not apply to: (a) Ryse's obligation to remit amounts collected and held for the Customer's account under clause 5A or Schedule A - A.5; (b) either party's payment obligations under the Agreement; or (c) the Customer's indemnification obligations under clause 13.

13. Indemnification

13.1 The Customer will indemnify and hold harmless Ryse and its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, and reasonable expenses (including reasonable legal fees) arising out of: (a) the Customer's breach of the Agreement; (b) the goods, services, or experiences underlying the Customer's Products; or (c) any third-party claim relating to Customer Data, the Customer's use of the Platform, or end-user data or end-user's use of the Platform, except to the extent caused by Ryse's breach or negligence.

14. Suspension

14.1 Ryse may suspend the Customer's access to the Platform, in whole or in part: (a) on written notice, if the Customer fails to pay any undisputed Fees when due and does not remedy the failure within 14 days of that notice; (b) immediately and without prior notice, where suspension is reasonably necessary to address a material security risk, or actual or suspected unlawful or unauthorised activity; or (c) immediately and without prior notice, where required by applicable law or a regulator. 14.2 Where Ryse suspends without prior notice under clause 14.1(b) or (c), it will notify the Customer as soon as reasonably practicable, including (where lawfully permitted) the reason for the suspension. 14.3 Ryse will limit any suspension to the scope and duration reasonably necessary and will restore access once the cause of the suspension is resolved or, in the case of clause 14.1(a), once the overdue amounts are paid. 14.4 Suspension does not relieve the Customer of any obligation that accrues during the Term, including the obligation to pay Fees, and does not limit any other right or remedy available to Ryse, including termination under clause 6.

15. Force Majeure

15.1 Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate. If the event continues for more than 90 days, either party may terminate the affected Services on written notice.

16. General

16.1 Assignment. Neither party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign this Agreement upon written notice to the other party, (a) to an Affiliate, or (b) in connection with a merger, acquisition, or sale of all or substantially all of the assets of that party or of the business or division to which this Agreement relates, provided always that the assignee assumes all of the assigning party's obligations under this Agreement. 16.2 Notices. Notices must be in writing and sent to the contact details in the Order Form (and, for Ryse, to hello@rysecloud.com). Notices are deemed received on delivery, or on the next business day if sent by email. 16.3 Relationship. Except for the limited agency described in clause 3A, the parties are independent contractors. Nothing in the Agreement creates a partnership or employment relationship between the parties. 16.4 No third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term. 16.5 Waiver. A failure or delay in exercising a right is not a waiver of it. 16.6 Severance. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable. 16.7 Variation. Any variation to the Order Form must be in writing and signed by (or on behalf of) both parties. Ryse may revise these General Terms & Conditions and/or the Privacy Policy at any time by posting a revised version or by notifying the Customer in writing. The revised terms take effect on the date of posting or, if Ryse notifies the Customer by email, on the date stated in that notice. The Customer's continued use of the Services after the effective date of a revision constitutes acceptance of it. Notwithstanding the foregoing, no revision that is materially adverse to the Customer will take effect in respect of the then-current Term without at least 30 days' prior notice to the Customer. 16.8 Entire agreement. The Agreement is the entire agreement between the parties for the Services and supersedes all prior representations and agreements on that subject matter.

17. Governing Law and Dispute Resolution

17.1 The Agreement is governed by the laws of the Republic of Singapore, without regard to conflict of law principles. 17.2 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules in force, as amended from time to time. The tribunal will consist of one arbitrator, and the language of the arbitration will be English.