Society Technologies, Ltd.
Merchant Services Agreement
This Merchant Services Agreement (“Agreement”) governs access to and use of Society's merchant technology platform.
By registering for or activating a Merchant account, the Merchant confirms that its authorized representative has read and accepted this Agreement.
1. Nature of the Service
Society operates a software-as-a-service technology platform enabling independent businesses to create and manage branded memberships, loyalty programs, rewards, member offers, and customer relationships.
Society provides the underlying software, membership wallet, merchant management tools, transaction recording, communications functionality, and associated technology.
Society is not the seller or provider of the Merchant's goods or services and, unless expressly agreed otherwise, is not the sponsor, issuer, funder, or guarantor of Merchant rewards and promotions.
2. Merchant Independence
Each Merchant operates as an independent business and retains responsibility for its own products, services, pricing, customer service, promotions, and business operations.
No agency, partnership, franchise, employment, or joint venture relationship is created by this Agreement.
The Merchant has no authority to bind Society to any commercial obligation.
3. Merchant Accounts
The Merchant must provide accurate business, contact, and billing information and keep that information current.
The person accepting this Agreement represents that they are authorized to enter into it on behalf of the Merchant.
The Merchant is responsible for all authorized activity under its account and for managing the access permissions of its staff.
4. Membership and Loyalty Programs
The Merchant independently determines the commercial structure and benefits of the membership or loyalty programs it makes available through Society, subject to Society's platform rules.
The Merchant is responsible for:
- The accuracy of published loyalty rules
- Honoring eligible rewards and benefits
- Communicating exclusions and expiration rules clearly
- Complying with applicable consumer protection and promotional regulations
- Resolving disputes involving its own loyalty commitments
- The accuracy and legality of all published program terms, including eligibility, earning conditions, tiers, redemption conditions, benefit limitations, expiration, and participating branches
Once a program has been published and made available to members, the Merchant may not unilaterally make material changes that reduce members' accrued rights or promised benefits.
Society may restrict program editing to preserve the integrity of existing member commitments.
5. Merchant Responsibility for Rewards
All merchant-funded rewards, discounts, privileges, complimentary items, and membership benefits are offered by the Merchant and remain the Merchant's responsibility.
The Merchant shall provide and honor qualifying benefits in accordance with their published terms and applicable law.
Society does not independently fund, insure, or guarantee Merchant rewards unless expressly agreed in writing.
Recording points, stamps, tiers, or benefits in Society does not transfer the underlying financial or fulfillment obligation from the Merchant to Society.
The Merchant remains responsible for outstanding loyalty commitments if it cancels its Society subscription, including commitments incurred before cancellation.
6. Program Modification and Retirement
A Merchant may request to retire or replace an existing program through Society's designated process.
The Merchant must notify Society as early as reasonably possible when cancelling its Society subscription, discontinuing its loyalty program, closing a participating branch, suspending operations, or becoming unable to fulfill outstanding rewards.
Where practicable, the Merchant must cooperate with Society in establishing an orderly loyalty wind-down, including verifying transaction records and outstanding entitlements.
Program retirement and subscription cancellation do not automatically extinguish existing member rights, valid earned rewards, or other commitments. The Merchant remains responsible for determining and providing legally appropriate fulfillment or remedies. Where appropriate, the Merchant should identify whether rewards can be honored at another branch.
The Merchant must comply with the original program terms and any applicable legal requirements governing notice, redemption, refund, or continuation of benefits.
Society may require a reasonable transition period, cessation of future earning, continued access to redemption records, and appropriate member notifications. Society may suspend new member enrollment, campaigns, Flash Deals, or loyalty earning if continued operation could expose members to reward promises the Merchant cannot reliably fulfill. Society does not unilaterally cancel earned consumer entitlements.
Unless a longer period is required by law or existing program terms, Society may use 30 days as an operational default for an orderly exit. That default does not shorten a pre-existing contractual or statutory entitlement.
Any change affecting accrued member entitlements must be approved through Society's controlled program-management process.
7. Offers and Promotions
Merchants may publish offers, limited-time benefits, Flash Deals, and other promotional content using Society's available tools.
Flash Deals and member-only opportunities are for the Merchant's existing Society members. They are meant to encourage return visits. They are not a public acquisition offer for people who have not joined.
The Merchant is the independent sponsor of its offers unless expressly stated otherwise.
The Merchant determines the relevant eligibility criteria, quantity limitations, redemption conditions, participating locations, and promotional period.
Merchants must not publish false, deceptive, unlawful, or misleading offers.
Society may review, restrict, reject, remove, or suspend offers that appear to violate applicable laws or platform policies.
8. Regulatory Compliance
The Merchant is responsible for obtaining permits, approvals, licenses, and registrations required for its merchant-sponsored loyalty programs, promotions, and business operations.
This includes sales promotion permits where applicable in the Philippines and comparable requirements in other jurisdictions.
The Merchant represents that offers it publishes comply with the laws applicable to its activities and target markets.
Where a permit or registration is required, the Merchant must provide accurate details and evidence when requested by Society.
Society remains responsible for legal obligations independently imposed upon it as a technology provider.
9. Subscription Fees and Billing
The Merchant agrees to pay the subscription fees displayed and accepted during enrollment, together with applicable taxes.
The applicable billing interval, renewal terms, accepted payment methods, and cancellation conditions will be stated during subscription activation.
Unless otherwise agreed, subscriptions renew automatically for successive billing periods until cancelled in accordance with the accepted subscription terms.
Society may change subscription pricing by giving advance notice and the Merchant an opportunity to cancel before the new price takes effect, as required by applicable law.
10. Nonpayment and Account Suspension
If payment is unsuccessful, Society may retry payment and notify the Merchant.
Nonpayment is a billing matter. It does not by itself erase earned balances, end a loyalty program, or start a loyalty wind-down. Society may separately suspend new reward promises through its program controls if continued promises would expose members.
Subject to applicable law and the agreed billing terms, Society may notify the Merchant of a failed payment and, after continued nonpayment, end the subscription. During a billing problem, Society may keep access available for outstanding redemptions, account records, and program records.
Subscription suspension or termination does not release the Merchant from valid member obligations accrued before suspension.
The Merchant remains responsible for outstanding subscription charges and other lawful amounts payable under this Agreement.
11. Cancellation and Termination
A Merchant may cancel its subscription through the available account controls or approved support channels.
Cancellation prevents further renewal according to the accepted billing terms but does not automatically erase existing membership records, earned balances, or reward commitments.
Society may suspend or terminate service for material contractual breaches, unlawful activity, fraud, security risks, or continued nonpayment, subject to any legally required notice or cure period.
Both parties shall cooperate reasonably in resolving outstanding account and member obligations.
12. Member Information and Data Protection
Society and the Merchant shall handle personal information in accordance with applicable privacy and data protection laws.
Each party's legal role, permitted processing activities, and responsibilities shall be determined according to the actual processing undertaken.
The Merchant may access only member information made available to it through authorized Society features and shall use that information solely for permitted purposes.
Society sends promotional email to members on the Merchant's behalf only where the member has joined that Merchant and has given the relevant consent. The Merchant shall not export member email addresses for unrestricted external marketing, and Society does not provide member email addresses for that purpose.
The Merchant shall not unlawfully export, sell, disclose, or misuse member personal information.
Where required, the parties shall enter into an appropriate Data Processing Addendum.
13. Intellectual Property and Brand Assets
Society retains ownership of its software, platform architecture, technology, trademarks, and proprietary materials.
The Merchant retains ownership of its own trademarks, names, logos, photographs, and supplied brand materials.
The Merchant grants Society a non-exclusive, worldwide license during the relevant service relationship to host, reproduce, display, and adapt Merchant-supplied materials as reasonably necessary to provide the service and display the Merchant's branded experience.
Society may not represent the Merchant as endorsing unrelated products or services without appropriate authorization.
14. Acceptable Use
The Merchant shall not use Society for fraudulent, deceptive, unlawful, abusive, or unauthorized purposes.
The Merchant shall not manipulate membership transactions, fabricate redemptions, misrepresent availability, or deliberately misuse member information.
Society may investigate suspected violations and take proportionate enforcement action.
15. Platform Availability
Society will use commercially reasonable efforts to maintain its services but does not guarantee uninterrupted availability.
Society may carry out maintenance, security updates, and improvements.
Temporary interruption of Society's technology does not independently eliminate the Merchant's underlying commitments to its customers.
16. Limitation of Liability
To the maximum extent permitted by applicable law, Society shall not be liable for the Merchant's failure to provide its products, services, rewards, or promised benefits, except to the extent caused by Society's own legally actionable conduct.
Subject to applicable law and liabilities that cannot lawfully be limited, Society's aggregate liability arising under this Agreement shall not exceed the subscription fees paid or payable by the Merchant during the 12 months preceding the event giving rise to the claim.
Neither party excludes or limits liability where doing so would be unlawful, including liability for fraud or fraudulent misrepresentation.
17. Indemnification
To the extent permitted by applicable law, the Merchant agrees to defend and indemnify Society against third-party claims, reasonably incurred losses, and costs arising from:
- The Merchant's failure to honor valid member benefits
- Unlawful or misleading Merchant promotional content
- The Merchant's failure to obtain required approvals
- Infringement arising from Merchant-supplied materials
- Material breaches of this Agreement
This indemnity does not apply to the extent the claim results from Society's own breach, negligence, misconduct, or violation of applicable law.
18. Changes to this Agreement
Society may update this Agreement to reflect changes in its services, commercial policies, security requirements, or applicable laws.
Where required, Society will provide advance notice of material changes and obtain renewed acceptance or offer termination rights as applicable.
Previously accrued member entitlements shall not be extinguished solely by a change to this Agreement.
19. Governing Law
This Agreement is governed by the laws of England and Wales, subject to mandatory laws that apply irrespective of contractual choice of law.
The courts of England and Wales shall have jurisdiction over contractual disputes, subject to applicable mandatory jurisdiction rules.
20. Contact
For legal, billing, or contractual matters:
Society Technologies, Ltd.
To be confirmed pending legal review
inquire@society.maison
Related Policies: Merchant Program & Acceptable Use Policy, Privacy Policy, and any applicable Data Processing Addendum.