Terms of Service

These Terms of Service (the "Terms") form a binding legal agreement between you (the "Merchant", "you" or "your") and TABAOUS PTE. LTD., UEN 202611389H, a private company limited by shares incorporated in the Republic of Singapore ("Tabao Us", the "Company", "we", "us" or "our"). The Terms govern your access to and use of the Tabao Us website at tabaous.com, the manage dashboard at manage.tabaous.com, all merchant storefronts hosted on or under the tabaous.com domain, our APIs, and any related software, content or services we make available (collectively, the "Service").

By creating an account, signing in to the manage dashboard, accessing the Service in any other way, or accepting an onboarding hand-off from us, you confirm that you have read, understood and agree to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy and the Refund and Cancellation Policy, each of which is incorporated by reference. If you do not agree, you must not access or use the Service.

If you accept these Terms on behalf of a company, partnership, sole proprietorship or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity, (b) you have read these Terms, and (c) you agree to these Terms on that entity's behalf. In that case, "you" and "Merchant" refer to that entity.

You must be at least eighteen (18) years old, of legal capacity to contract under Singapore law, and operate a lawfully constituted business to use the Service. You must provide accurate, current and complete information during onboarding and keep it up to date at all times. We may, at our sole discretion and without liability, refuse, suspend or terminate any account or registration at any time and for any reason, including where we suspect that information you have provided is false, misleading or incomplete.

We provision your account and your initial credentials. You are solely responsible for (a) maintaining the confidentiality of your credentials, (b) all activity that occurs under your account, whether or not authorised by you, and (c) immediately notifying us at hello@tabaous.com of any actual or suspected unauthorised use, account compromise or security breach. You agree that we are not liable for any loss or damage arising from your failure to comply with this section.

Certain account actions, including password changes, payout authorisations, and other destructive or sensitive operations, are subject to multi-factor verification by way of approval messages sent through our Telegram bot or email channels. You acknowledge that delays, failures or unavailability of such third-party messaging services are outside our control and shall not constitute a breach of these Terms.

The Service is a software-as-a-service platform that enables Merchants to create a digital storefront, publish menus, accept and manage customer orders, process payments through integrated third-party providers, manage operations, and communicate with their own customers. The Service is provided on a subscription basis and includes such features as we may from time to time make available.

We may, at any time and without prior notice, modify, add, remove, suspend or discontinue any feature or part of the Service, change pricing for new subscription terms, or change the technologies and providers that underpin the Service. We are not liable to you or any third party for any such modification, suspension or discontinuance, except as expressly stated in these Terms.

The Service is intended exclusively for use by Singapore home-based and small businesses lawfully operating in the Republic of Singapore. The Company does not market or warrant the Service for any use outside Singapore, and accepts no responsibility for the suitability or lawfulness of the Service in any other jurisdiction. You acknowledge that the Service is not designed, intended or warranted to be appropriate for use in connection with hazardous activities, life-critical systems, or any environment requiring fail-safe performance.

Access to the Service is offered on a recurring subscription basis under one of the following plans, each priced in Singapore Dollars and inclusive of Singapore Goods and Services Tax ("GST") at the prevailing rate (collectively, the "Subscription Fees"): (a) the Monthly plan at SGD 10.90 per Merchant account, billed monthly in advance; or (b) the Yearly plan at SGD 99.90 per Merchant account, billed annually in advance. The Company may, from time to time, modify the published Subscription Fees in accordance with this section, and may offer time-limited promotions, discount codes or partner pricing in its sole discretion.

Free trial. New Merchant accounts are eligible for a one-time free trial of thirty (30) days (the "Free Trial"). No payment card is required to start the Free Trial; the Service is provided at no cost during the Free Trial period. The Free Trial is limited to one per business and one per beneficial owner. The Company may, in its sole discretion, refuse, shorten or terminate any Free Trial that it reasonably believes is being abused, including through duplicate accounts, the use of disposable email addresses, or the circumvention of any anti-fraud measure.

End of Free Trial. To continue using the Service after the Free Trial period ends, you must add a valid payment card and confirm your chosen plan through the Stripe-hosted checkout flow before the trial expiry date. If no payment method is provided by the trial expiry date, your storefront will be paused, your access to the manage dashboard will be restricted, and your subscription will be marked as "trial expired". The Company will retain your account data for at least thirty (30) days after the Free Trial ends so that you may reactivate the Service by adding a payment card; thereafter, the Company may delete your account and Merchant Content in accordance with the Termination section.

Auto-renewal. Once a paid subscription begins, it will renew automatically at the end of each billing period (monthly or yearly, as applicable) at the then-current published Subscription Fees, by way of an automatic charge to the payment card you have on file with our payment processor, until the subscription is cancelled in accordance with these Terms. By providing a payment card, you authorise the Company and its payment processor to initiate recurring charges to that card for the Subscription Fees and any applicable taxes.

Cancellation. You may cancel your subscription at any time through the Stripe Customer Portal accessible from the manage dashboard, or by emailing hello@tabaous.com. Cancellation takes effect at the end of the then-current billing period: if you are on the Monthly plan, you will retain access until the last day of your current paid month; if you are on the Yearly plan, you will retain access until the last day of your current paid year. No refund, credit or pro-rated reimbursement will be given for the unused portion of any paid billing period, and no refund will be given for partial months, partial years, unused features, downgrades, or periods during which the Service was available but not used, except where expressly required by mandatory Singapore law.

Plan switching. You may switch between the Monthly plan and the Yearly plan from the manage dashboard at any time. A Monthly-to-Yearly switch is scheduled to take effect at the end of your current paid month, at which point you will be charged the Yearly Subscription Fee in advance. A Yearly-to-Monthly switch is scheduled to take effect at the end of your current paid year. The Company does not pro-rate or refund the Yearly Subscription Fee on a downgrade.

Price changes. We may increase the published Subscription Fees, change the structure of any plan, or introduce additional fees, by giving you at least fourteen (14) days' prior notice by email or through the manage dashboard. Continued use of the Service on or after the effective date of any such change constitutes acceptance of the new fees. If you do not agree, your sole remedy is to cancel the subscription in accordance with this section before the effective date.

Late payment. If any Subscription Fee, recurring charge, invoice or other amount payable to us is not paid when due (including any failure or rejection of a charge to your payment card on file), we may, in addition to all other rights and remedies, (a) retry the charge in accordance with our payment processor's smart-retry logic, (b) charge interest on the overdue amount at the lower of one and one-half per cent (1.5%) per month or the maximum rate permitted by Singapore law, calculated daily and compounded monthly, (c) suspend or restrict your access to the Service, take your storefront offline, mark your subscription as "past due", (d) withhold the release of any data, exports or payouts until all outstanding amounts are paid in full, and (e) terminate the subscription for cause. You agree to reimburse us for all reasonable costs of collection, including legal fees on a full indemnity basis.

GST and tax invoices. The Company is incorporated in the Republic of Singapore (UEN 202611389H). Where the Company is registered for GST and the supply of the Service is subject to GST under the Goods and Services Tax Act 1993 of Singapore, the Subscription Fees as published are inclusive of GST at the prevailing rate; where the Company is not registered for GST, no GST is chargeable on the supply. We will issue electronic tax invoices and receipts through the Stripe Customer Portal in respect of each successful charge. You are solely responsible for any tax (including GST), levy, duty or charge imposed on you by any tax authority on or in respect of your own supply of goods or services to your customers.

Payment processing on the Service is provided by Stripe, Inc. and Stripe Singapore Pte. Ltd. (collectively, "Stripe"). The Service uses two distinct Stripe relationships, each subject to its own agreements with Stripe: (a) the Company's own Singapore Stripe account, used to charge you, the Merchant, the recurring Subscription Fees described in section 04 (the "Platform Billing Account"); and (b) a Stripe connected account provisioned for you under the Company's Stripe Connect platform, used to accept payments from your end customers in connection with orders placed on your storefront (your "Connected Account"). The Platform Billing Account and your Connected Account are independent: balances are not pooled, fees are computed separately, and payouts under one do not affect the other.

Stripe Agreements. By using the Service to accept customer payments, you agree to be bound by the Stripe Services Agreement (Singapore) available at https://stripe.com/legal/ssa, the Stripe Connected Account Agreement available at https://stripe.com/legal/connect-account, the Stripe Payment Terms applicable to your account, and any other agreements Stripe requires of you (collectively, the "Stripe Agreements"). The Stripe Agreements are between you and Stripe, and the Company is not a party to them. By signing up for a paid plan or providing a payment card to continue after the Free Trial, you also authorise the Company to create and maintain a Stripe customer record for you under the Platform Billing Account, and to charge that record for Subscription Fees and any other amounts you authorise under these Terms.

Singapore-based payments. The Service is configured for Merchants operating in the Republic of Singapore. Your Connected Account is provisioned in Singapore Dollars (SGD) and supports Singapore payment methods including cards (Visa, Mastercard, American Express) and PayNow QR. You are responsible for ensuring that your business is lawfully constituted in Singapore (for example, registered with the Accounting and Corporate Regulatory Authority where required) and for providing all know-your-customer information that Stripe requires under the Payment Services Act 2019, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, and any other applicable Singapore law.

Stripe Connect operations. You authorise the Company, as the Stripe Connect platform of record, to (a) provision and manage your Connected Account on your behalf, (b) configure application fees, payout schedules, payout methods and risk controls, (c) place holds, reserves or restrictions on your Stripe balance, (d) initiate, delay, decline or reverse payouts to your linked bank account, (e) require additional information, identity verification or know-your-customer documentation before releasing funds, and (f) exchange information about you, your business, your transactions and your customers with Stripe and our other service providers as reasonably required to operate the Service. We may, at our sole discretion, charge an application fee on transactions processed through your Connected Account, the amount of which will be disclosed in your dashboard or fee schedule and may change on notice.

Payout schedule selection. New connected accounts are configured by default to receive automatic daily payouts of available funds. You may, at any time, change the payout cadence to daily, weekly (with a chosen weekday anchor) or monthly (with a chosen day-of-month anchor) from the Payouts page in your dashboard, or directly from your Stripe Express Dashboard. The payout cadence determines only how often Stripe sweeps your available balance to your bank account; it does not change the holding period that Stripe applies to each charge before funds become available. The holding period is set by Stripe at its discretion based on your account history and risk profile and may be modified by Stripe at any time without notice.

We do not act as a payment institution, money transmitter, bank, escrow agent or trustee. We do not hold customer funds in trust for you. Customer funds are held by Stripe under the Stripe Agreements until released to your linked bank account. You acknowledge that the timing of payouts depends on Stripe, your bank, regulatory checks, fraud screens, and other factors outside our control.

You are solely responsible for (a) the legality of every transaction, (b) the accuracy of pricing, descriptions, taxes and shipping information, (c) the fulfilment of every order accepted on your storefront, (d) all chargebacks, reversals, disputes, claims and fines (including Stripe network fines and PDPA breach fines) arising from your transactions or your business, and (e) all taxes, including GST, applicable to your sales. You authorise us and Stripe to debit your Stripe balance, your linked bank account, or any other payment method on file to recover such amounts. You will indemnify and hold us harmless against all such liabilities in accordance with the Indemnity section below.

You must not, directly or indirectly, (a) use the Service to process payments unrelated to bona fide sales by your business, (b) submit transactions on behalf of any third party, (c) split a single transaction into multiple charges, (d) use any other payment processor for transactions originating on the Service except as expressly permitted in writing by us, or (e) operate any business or accept any product or service that is restricted under the Acceptable Use Policy or the Stripe Restricted Businesses list at https://stripe.com/restricted-businesses.

You are at all times responsible for maintaining a non-negative Stripe balance and a non-negative balance with the Company. If your Stripe balance, your account with the Company, or your linked bank account becomes negative for any reason, including refunds, chargebacks, reversals, fines, application fees, fraud losses, payouts that were initiated, released or withdrawn against pending or anticipated funds that subsequently failed to settle, miscalculations, or any payout taken in excess of the funds actually available, the resulting deficit (the "Negative Balance") is a debt immediately due and payable by you to the Company. The Negative Balance shall accrue interest at the lower of one and one-half per cent (1.5%) per month or the maximum rate permitted by Singapore law, compounded monthly, from the date the deficit arises until paid in full.

You irrevocably authorise the Company and Stripe, without further notice or consent, to recover any Negative Balance and any other amount owed to us by any one or more of the following means, in any order we choose: (a) deducting the amount from any current or future balance, payout or settlement otherwise payable to you, (b) debiting your linked bank account or any payment instrument on file (including by direct debit, GIRO, PayNow, FAST or card), (c) setting off the amount against any other amount we owe to you under any agreement, (d) requiring you to pay the amount in immediately available funds within seven (7) days of demand, (e) placing a reserve, hold or freeze on your Stripe account or your storefront, (f) suspending payouts, suspending the Service or taking your storefront offline, (g) reporting the debt to credit bureaus, debt collectors and law enforcement, and (h) commencing legal proceedings (including bankruptcy, winding-up or statutory demand proceedings) to recover the Negative Balance, in which case you shall reimburse the Company for all reasonable costs of recovery, including legal fees on a full indemnity basis, court fees, debt-collection agency fees, and fees charged by Stripe or any payment partner.

If any Negative Balance, or any other amount owed to the Company, remains unpaid for more than seven (7) days after the date the deficit first arose or after written demand (whichever is earlier), you shall be in default. In the event of default, the full outstanding amount, together with accrued interest, all costs of recovery (including without limitation legal fees on a full indemnity basis, court fees, debt-collection agency fees, payment-network fines and fees charged by Stripe or any other payment partner), and any consequential loss suffered by the Company, shall constitute a liquidated debt immediately enforceable against you. You agree that the Company may, in addition to all other remedies, (i) accelerate all amounts otherwise payable by you, (ii) terminate the Service for cause without further notice, (iii) refer the debt to credit bureaus and licensed debt-collection agencies in Singapore and abroad, (iv) report suspected fraud or unlawful conduct to the Singapore Police Force, the Monetary Authority of Singapore, the Inland Revenue Authority of Singapore and any other competent authority, (v) commence civil proceedings (including by way of statutory demand, bankruptcy or winding-up proceedings) for the recovery of the debt, and (vi) publish your default to other Tabao Us merchants and to our service providers to the extent reasonably necessary to prevent further loss.

Where you operate a Merchant account on behalf of a sole proprietorship, partnership, or any other entity in which you (or your authorised signatories or beneficial owners) retain personal liability under Singapore law, you accept personal liability for any Negative Balance and any other amount owed to the Company, jointly and severally with the entity. Where you operate a Merchant account on behalf of a private limited company or other entity with limited liability, you nevertheless personally guarantee, as a primary obligor and not merely as a surety, the punctual payment and performance of all of the entity's obligations to the Company under these Terms (including any Negative Balance), and you waive any right to require the Company to first proceed against the entity, to enforce any other security, or to exhaust any other remedy. The Company may, in its sole discretion and without prejudice to any other right, pursue you personally for the full amount owed.

You retain ownership of all menu content, photographs, branding, copy, trade marks, logos and other materials you upload to or generate through the Service ("Merchant Content"). You hereby grant the Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable licence to host, copy, store, transmit, reproduce, modify (for technical purposes such as resizing, transcoding and CDN distribution), display and otherwise use the Merchant Content for the purpose of operating, providing, securing, promoting and improving the Service, including in marketing case studies and testimonials referencing your business name and branding (which licence you may revoke as to forward-looking marketing on written request to hello@tabaous.com).

You represent and warrant that you own or have all necessary rights, licences, consents and permissions to upload the Merchant Content and to grant the licence above, and that the Merchant Content does not and will not (a) infringe any intellectual property right, right of publicity or privacy right of any person, (b) violate any applicable law, or (c) breach any contract you are a party to. You are solely responsible for the accuracy, quality, integrity and legality of all Merchant Content.

Personal data of your customers (including names, contact details, order history and Telegram identifiers) collected through the Service is processed by us as a data intermediary on your behalf under the Singapore Personal Data Protection Act 2012 (the "PDPA"). You are the data controller for that personal data. You represent and warrant that you have provided all required notifications to and obtained all required consents from your customers under the PDPA and any other applicable data protection law before such personal data is processed through the Service. You will indemnify the Company against any breach of this representation in accordance with the Indemnity section.

You authorise us to anonymise, aggregate and otherwise de-identify any data generated through your use of the Service and to use, publish and commercialise such anonymised or aggregated data for any lawful purpose, including benchmarking, product improvement, research and analytics. The resulting anonymised or aggregated data is the sole and exclusive property of the Company.

The Service, including all software, source code, object code, design, structure, databases, machine-learning models, documentation, graphics, user interfaces, the names "Tabao Us" and "Tabaous", the logo and other trade marks, and all related intellectual property rights, are and shall remain the sole and exclusive property of the Company and our licensors. Subject to your continuing compliance with these Terms and timely payment of all fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for the internal business purposes of your Merchant account during the subscription term.

Except for the limited rights expressly granted in these Terms, no rights, title or interest in the Service is transferred to you. You must not, and must not permit any third party to, (a) copy, modify, translate, adapt or create derivative works of the Service, (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure of the Service, (c) rent, lease, lend, sell, sublicense, assign, distribute or otherwise transfer the Service to any third party, (d) use the Service to build a competing product, (e) remove or obscure any proprietary notice, or (f) use the Service in violation of any law.

If you provide us with any feedback, suggestions, ideas, enhancement requests or recommendations regarding the Service ("Feedback"), you hereby assign to the Company all right, title and interest in and to such Feedback, and we may use, disclose and exploit it without restriction or obligation to you.

The Service may include features that allow you to operate a customer loyalty programme, issue promotional codes, configure discounts, and offer reward items. You are solely responsible for (a) the design, terms, funding, fulfilment and lawful operation of any such programme, (b) honouring all rewards, points and discounts validly accrued by your customers, (c) compliance with all applicable laws (including consumer protection, lottery, sweepstakes and tax laws), and (d) all customer disputes arising from the programme. The Company is not the issuer, sponsor or operator of any loyalty programme or promotion run on your storefront, has no obligation to honour any reward, and may discontinue, modify or restrict any related feature at any time.

The Service interoperates with third-party services including Stripe (payments), Resend (email), Telegram (messaging), Cloudflare R2 (object storage), Convex (database and serverless functions), Vercel (hosting), and others we may use from time to time (collectively, "Third-Party Services"). Your use of any Third-Party Service is subject to that provider's terms and privacy policies, which are between you and the provider. We are not responsible for any Third-Party Service or for any act, omission, outage, security incident, defect or change by any third-party provider.

We may, at any time, replace, add or remove any Third-Party Service without notice. Any features dependent on a Third-Party Service may become unavailable or behave differently as a result, and we shall have no liability for any consequence to your business or your customers.

The Service is provided on an "as is" and "as available" basis without any service-level commitment. We do not warrant that the Service will be uninterrupted, timely, secure, error-free or free of viruses or other harmful components, or that any defects will be corrected. We may suspend access to the Service for scheduled maintenance, upgrades, security incidents, regulatory requirements, or any other reason we consider necessary, without prior notice and without liability.

Support is provided on a commercially reasonable basis through the channels published from time to time, which may include WhatsApp, email and Telegram. Response times are not guaranteed.

Your use of the Service is governed by the Acceptable Use Policy at https://tabaous.com/acceptable-use, which is incorporated into these Terms. We may, in our sole discretion and without notice, suspend or terminate your access to the Service, take down your storefront, or refuse to process any transaction if we reasonably believe you have violated the Acceptable Use Policy or any applicable law, or that your use poses a risk to the Service, our other Merchants, our customers, our payment partners or us.

These Terms commence on the date you first accept them and continue until terminated in accordance with this section. The subscription term renews automatically at the end of each billing period (monthly or yearly, as applicable) at the then-current Subscription Fees, unless cancelled in accordance with section 04. You may cancel the subscription at any time through the Stripe Customer Portal in the manage dashboard or by giving written notice to hello@tabaous.com; cancellation takes effect at the end of the then-current paid billing period, and no refund will be given for the unused portion.

We may suspend or terminate the Service, in whole or in part, immediately and without liability, on notice (including by email or via the manage dashboard), if (a) you breach these Terms or any policy incorporated by reference, (b) you fail to pay any amount when due, (c) you become insolvent, enter into liquidation, judicial management or similar proceeding, or cease or threaten to cease to carry on business, (d) we are required to do so by law, regulator, court order or payment partner, (e) we reasonably suspect fraud, money laundering or other unlawful activity, or (f) we decide, in our sole discretion, to discontinue the Service or to cease providing it to you.

Upon termination or expiry: (i) all licences granted to you immediately cease, (ii) we may delete your storefront, account data, Merchant Content and customer records at any time after thirty (30) days from termination, (iii) all amounts owed to us become immediately due and payable, (iv) you remain liable for all chargebacks, refunds and disputes relating to transactions on your storefront, and (v) all provisions which by their nature should survive (including provisions on fees, intellectual property, indemnity, disclaimers, limitations of liability, governing law and dispute resolution) shall survive.

We will, on written request received within thirty (30) days of termination and provided all amounts owed to us are paid in full, use commercially reasonable efforts to provide an export of your menu and order history in a machine-readable format. After this period, we have no obligation to retain or return any data, and may delete it permanently from our systems and from our service providers.

Pro-rated refund on Company-initiated discontinuation. If, and only if, the Company permanently and voluntarily discontinues the Service for its own convenience and not for any of the reasons set out in the Refund and Cancellation Policy at https://tabaous.com/refunds (which include, without limitation, your breach, non-payment, force majeure, third-party-provider failure, regulatory action and the Company's insolvency), we will refund the unused portion of any Subscription Fee already paid for the then-current billing period on a pro-rata daily basis, in accordance with the formula set out in the Refund and Cancellation Policy. This pro-rated refund is your sole and exclusive remedy in respect of any such discontinuation, and you waive all other claims (including for loss of profits, goodwill, business, opportunity, anticipated savings or any consequential or indirect loss) against the Company, its affiliates and their respective officers, directors, employees, contractors, agents and investors. No other circumstance — including merchant cancellation, suspension for cause, downtime, force majeure, or any third-party event — gives rise to any refund.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, FEATURES, FUNCTIONS AND MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPATIBILITY, SECURITY, AND THOSE ARISING BY USAGE OF TRADE OR COURSE OF DEALING.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) DEFECTS WILL BE CORRECTED, (D) THE SERVICE OR THE SERVERS USED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) ANY INFORMATION OBTAINED THROUGH THE SERVICE IS ACCURATE OR RELIABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, INVESTORS OR LICENSORS BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, COST, EXPENSE OR LIABILITY OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE, AND WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ANY ORDER PROCESSED THROUGH THE SERVICE, ANY ACT OR OMISSION OF ANY MERCHANT OR CUSTOMER, OR ANY ACT, OMISSION, OUTAGE, SECURITY INCIDENT, RATE OR FEE CHANGE, REGULATORY ACTION OR INSOLVENCY OF ANY THIRD-PARTY SERVICE PROVIDER (INCLUDING STRIPE, RESEND, CONVEX, CLOUDFLARE, VERCEL OR TELEGRAM), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, EQUITY, STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR (A) ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS, BARGAIN OR EXPECTED SALES, (B) ANY LOSS OR CORRUPTION OF DATA, ORDERS, MENU CONTENT, MEDIA, BACKUPS OR ANALYTICS, (C) ANY LOSS, DELAY, REVERSAL, FREEZE OR CLAW-BACK OF FUNDS BY STRIPE, ANY BANK OR ANY PAYMENT NETWORK, (D) ANY CHARGEBACK, REFUND, FINE, ASSESSMENT OR PENALTY IMPOSED ON THE MERCHANT BY ANY PAYMENT PARTNER OR REGULATOR, (E) ANY CUSTOMER ILLNESS, INJURY, ALLERGEN INCIDENT, FOOD-SAFETY INCIDENT, FULFILMENT FAILURE OR PRODUCT-LIABILITY CLAIM, (F) ANY TAX, GST, ACCOUNTING OR REPORTING CONSEQUENCE OF ANY TRANSACTION ON THE SERVICE, OR (G) ANY DOWNTIME, DEGRADATION, MIGRATION, MAINTENANCE, FORCE-MAJEURE EVENT OR DISCONTINUATION OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU AND TO ALL PERSONS CLAIMING THROUGH OR UNDER YOU, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE OR ANY MATTER WHATSOEVER (WHETHER IN CONTRACT, TORT, EQUITY, STATUTE OR ANY OTHER THEORY), SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY RECEIVED BY THE COMPANY FROM YOU IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) FIFTY SINGAPORE DOLLARS (SGD 50). THIS CAP IS A SINGLE AGGREGATE CAP AND APPLIES IN AGGREGATE TO ALL CLAIMS, WHETHER MADE BY YOU OR BY ANY PERSON CLAIMING THROUGH YOU. MULTIPLE CLAIMS, REPEAT INCIDENTS OR EXTENDED PERIODS OF UNAVAILABILITY SHALL NOT EXPAND THIS LIMIT.

YOU ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY, AND WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Singapore law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

You shall defend, indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees, contractors, agents, licensors and service providers (the "Indemnified Parties") from and against all claims, demands, suits, proceedings, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with (a) your access to or use of the Service, (b) any Merchant Content, (c) any product or service you sell through the Service, including any defect, mislabelling, food-safety incident, allergen incident, injury, contamination or fulfilment failure, (d) any breach by you of these Terms, the Acceptable Use Policy, the Refund and Cancellation Policy, the Privacy Policy, the Stripe Agreements or any applicable law (including the PDPA, consumer protection laws and tax laws), (e) any infringement or misappropriation by you of any third-party right, (f) any chargeback, refund, reversal, fine or assessment by Stripe or any payment network, (g) any tax obligation arising from your sales, and (h) any dispute between you and your customer, supplier or any other third party.

We may, at our option and at your expense, assume the exclusive defence and control of any matter subject to indemnification by you, in which case you shall cooperate fully with us. You shall not settle any claim without our prior written consent.

Each party may have access to information of the other party that is confidential and proprietary ("Confidential Information"). Confidential Information includes the non-public features of the Service, our pricing, our roadmap and any information marked or reasonably understood to be confidential. The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable degree of care, (b) use Confidential Information solely to perform its obligations or exercise its rights under these Terms, and (c) not disclose Confidential Information to any third party except to its employees and contractors who have a need to know and are bound by similar confidentiality obligations. These obligations survive termination for three (3) years (or, in the case of trade secrets, for so long as they remain trade secrets).

You grant us the right to identify you as a customer of the Service and to display your name, logo and storefront URL on our marketing materials, website, pitch decks, sales collateral and case studies, in each case in a manner consistent with your branding. You may withdraw this right on written notice to hello@tabaous.com, in which case we will use commercially reasonable efforts to remove forward-looking references within thirty (30) days; this withdrawal does not require us to recall, destroy or amend materials already produced or distributed.

We may modify these Terms or any policy incorporated by reference at any time by posting the updated version on tabaous.com or notifying you through the manage dashboard or email. Material changes will take effect no earlier than fourteen (14) days after notice, except where a shorter period is required by law, regulation, payment partner or to address a security or operational risk. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, your sole remedy is to terminate the Service before the effective date.

The Company shall not be liable for any failure or delay in performing any obligation under these Terms (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, public health emergency, internet outage, denial-of-service attacks, failures of payment networks, telecommunications, cloud or hosting providers, or strikes or other labour disturbances.

You may not assign, sub-license, novate or otherwise transfer any of your rights or obligations under these Terms, in whole or in part, without our prior written consent. Any attempted assignment in breach of this section is void. We may assign or transfer our rights and obligations under these Terms, in whole or in part, at any time and without notice or consent, including to an affiliate, in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The award shall be final and binding. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or to enforce payment obligations.

To the maximum extent permitted by law, all disputes shall be resolved on an individual basis. You waive any right to participate in any class action, collective action or representative proceeding against the Company. The arbitrator may not consolidate more than one party's claims or otherwise preside over any form of representative or class proceeding.

These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Refund and Cancellation Policy and any order forms or written agreements signed by the parties, constitute the entire agreement between you and the Company in respect of the Service and supersede all prior or contemporaneous agreements, proposals, representations and understandings, whether written or oral. No oral or written representation outside of these Terms shall form part of this agreement. You acknowledge that you have not relied on any statement, promise or representation not expressly set out in these Terms.

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions shall continue in full force and effect. No failure or delay by us to exercise any right under these Terms shall operate as a waiver, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right. The relationship between the parties is that of independent contractors; nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries to these Terms, and the Contracts (Rights of Third Parties) Act 2001 of Singapore is expressly excluded.

Notices to the Company must be sent to hello@tabaous.com. Notices to you may be given by email to your registered email, by message in the manage dashboard, or by Telegram or WhatsApp to the contact you have linked, and are deemed received on the day of transmission.

TABAOUS PTE. LTD. (UEN 202611389H), Singapore. Email: hello@tabaous.com. WhatsApp: +65 8083 6924.