Terms
and Conditions for the use of Shopflix
Please read these Terms and Conditions (the “Terms”)
carefully before using Shopflix app. By using the Services, you agree to be
bound by these Terms until the time your Account is terminated. These Terms regulates
the relationship between you (“you” or the “Customer”) and Dlocal (“us”, “we” or “Dlocal”) for the provision of the Services. We may revise and amend these
Terms from time to time. Every time you use our Services, the Terms in force at
that time will apply to the provision of the Services to you.
You should print a copy of these Terms or save them to your computer
for future reference.
We amend these Terms from time to time as set out in clause 13.
Every time you wish to use our Services, please check these Terms to ensure you
understand the terms which will apply at that time. These Terms were most
recently updated on November 26st, 2019.
1. Definitions
“Affiliates” means any entity that controls, is controlled by, or is under
common control with, another entity or person. For the purposes of this
definition, “control” when used with respect to any specified person or entity
means the power to direct the management and policies of such entity or person,
directly or indirectly, whether through the ownership of voting securities, by
contract, or otherwise; and the terms “controlling” and “controlled” have
correlative meanings to the foregoing.
“Account” means the Customer’s account created after registration to use the
Services.
“Customer"
or “you” means the Account holder for the use of
the Services;
“Credit
Card” means the payment card issued from a
financial institution to the Account holder;
“Dlocal”
or “us” or “we” means Dlocal Limited, a company
incorporated under the laws of Malta, identified with the number C77538,
authorized by the Malta Financial Service Authority (MFSA) as electronic money
issuer and payment processing services provider and any or all its Affiliates;
“Funds”
means the amount of money charged by the Customer to the Account using the
Payment Methods;
“Instalments” means the split of a payment made through Credit Cards with the
purpose of allowing the Customers to pay the monetary amount of the product in
a successive fixed times;
“Intellectual
Property Rights” means patents, rights to
inventions, copyright and related rights, trademarks, trade names and domain
names, rights in get-up, goodwill and the right to sue for passing off, unfair
competition rights, rights in designs, rights in computer software, database
rights, topography rights, rights to preserve the confidentiality of
information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including
all applications (or rights to apply) for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world; and “Intellectual Property” means any artistic, musical, dramatic or literary work, invention,
sign, symbol, logo, sounds, slogan, colour, computer program or other materials
on which any person has Intellectual Property Rights;
“Merchant”
means the commerce located inside the Territory in
which Shopflix solution is enabled for Customers;
"Payment
Processing Service" means the Service provided
by Dlocal to Merchants for the processing of Shopflix’s Customers payments
inside the Territory made through the Funds available and the Credit Card
associated to the account;
"Payment
Method" means the credit card, debit card,
bank transfer, prepaid card, cash, or any other payment method used to fund the
account and pay for the Services. Dlocal shall determine from time to time the
eligible Payments Methods.
“PIN” means a unique Personal Identification Number allocated in Shopflix
app.
"Payment
Transaction"
means the processing of a payment that results in
the debiting, charging, or other related transaction, of the Purchase Amount to
a Customer's Payment Method;
"Product"
means any merchandise or good that the Customer may
purchase using the Service.
"Purchase
Amount" means the dollar amount of a Payment
Transaction to pay for a Product, and any related fees, taxes or shipping
charges, as applicable
"Service(s)" means the service provided by Dlocal, which enables Customers using
Shopflix app to purchase Products inside the Territory;
"Shopflix
app” means the app from Dlocal available to
download by the Customers to its mobile devices by means of which the Customer
can upload Funds to their account and associate credit cards to execute
payments ;
"Shopflix
Balance" means the funds maintained by the
Customer in its Shopflix Account. The Shopflix Balance as well as the Payment
Processing Services are facilitated by Dlocal; and
“Territory” means the country where the Merchant is located;
2. Age requirement
2.1 You must be at
least 18 years old to register on Shopflix app and to use our Services. We will
not provide the Services to you if you do not satisfy this age requirement. If
you are under 18 years old, please do not attempt to use our Services.
2.2 By using our
Services you warrant that you have the right, authority and capacity to enter
into and be bound by these Terms.
3 Domicile requirements
Our Services are available inside the Territory and Customers must
be located there, in order to use our Services. We may restrict access to our
Services from IP addresses located in jurisdictions where we believe it may not
be legal for us to provide the Services or where the service is not available.
4. Registration with Shopflix
4.1 In order to use
the Services, you must register and create an Account.
4.2 We may request, at
any time (via email, telephone or any other means), any information or documentation
that can prove your identity, address and/or authenticity of the Payment
Transaction, except the PIN. You agree to provide us with true, precise and
complete information.
4.3 Upon completing
the registration process you will create an Account and receive a password, a
Customer name and an account number. You must not create more than one Account
for your own use in Shopflix app.
4.4 Your Account and
generated PIN are personal and shall not be transferred to any individual. In
the event that another individual accesses the Account due to you having
provided any of your account details, you shall be liable for this individual's
access. You shall compensate us for all and any losses, damages, costs and
expenses we may suffer as a result of any failure by you to keep your account
details confidential.
4.5 You are responsible
for: (i) maintaining the confidentiality of the password and Customer name, and
the security of your mobile device; (ii) not permitting others to use your
Account; (iii) not using the Accounts of other Customers; (iv) refraining from
selling, trading, or otherwise transferring your Account to another party; (v)
immediately notifying us via email at info@shopflix.com, if you have any suspicion of unauthorised use
of your password, PIN or Account or any other breach of security, including
unauthorized use of your debit or credit card.
4.6 You must not
provide false account details, which include but are not limited to your name,
email address, age or location. In the event that we have reasons to believe
that you have provided us with false account details, we reserve the right to
terminate the provision of our Services to you and restrict your access,
suspend or cancel your Account without prior notice. You agree to hold us
harmless against any falsehood or inaccuracy contained in the information you
provide us.
4.7 You warrant that
the email address or Facebook account with which you register your Account is
an active, valid account controlled by you.
5. Use of our Services
5.1 Shopflix app is a
wallet designed for travelers who wishes to acquire products and/or services
using the Funds or the Credit Cards linked to the Account when travelling
abroad its home.
5.2 Shopflix entitles
the Customer to fund the Account, and to pay for products and/or services in
the Territory, using either the Funds or the Credit Cards associated to the
Account.
5.3 When paying through
Credit Cards for products, the Customer will have the possibility to pay in
Instalments.
5.4 The Customer
acknowledges that not all the functionalities of funding through all Payment
Methods will be available at every time, we may, at our own discretion, enable
or disable certain Payment Methods from time to time.
5.5 The Payment Processing
Service is the service rendered by Dlocal, by means of which, the Payment
Methods associated to the Customer Account, allows the Customer to acquire
certain Products offered by the Merchant. When the Customer chooses to pay with
the Payment Methods associated to its Account, the Customer authorizes the
Merchant to submit charges (and, in the case of refunds, credits) to that
specific Payment Method. The Customer is responsible for any charge and related
fee that may be imposed for the use of such specific Payment Method.
5.6 You acknowledge and
agree that your purchases of Products are transactions between you and the
Merchant, and not with Dlocal, or any of its affiliates. Dlocal is a party to
your Payment Transaction for the purchase of Products.
5.7 You agree not to
disguise, or interfere in any way with the IP address of the device you are
using to access the Services or otherwise take steps to prevent us from
correctly identifying the actual IP Address of the device you are using whilst
accessing the Services.
5.8 You acknowledge
that the Services, like other Internet applications, are not secure and we do
not guarantee the prevention or detection of any unauthorised attempts to
access the Services.
5.9 Without prejudice
to the right of initiating legal proceedings or reporting the fact to the
relevant authorities, in the event that we have reasons to believe that you are
making any illegal and/or unauthorised use of the account, we reserve the right
to restrict your access, suspend or cancel your Account without prior notice.
Illegal and/or unauthorised use of the Services includes but is not limited to:
a)
using the
Services without satisfying the age requirement of at least 18 years old;
b)
submitting
false, inappropriate or inaccurate account details or personal data to us;
c)
registering
and/or using more than one Account;
d)
engaging in
any illegal and/or fraudulent activity;
e)
acting in a
manner that is detrimental to the conduct of our business or which may result
in legal liability for you, us or a third party; and
f)
providing,
creating or disseminating computer viruses.
5.10 We will operate
Shopflix app with the reasonable skill and care of an online service provider
based on the relevant industry standard.
5.11 We will use our
reasonable endeavours to maintain the operation of the Services. Whenever it is
necessary to temporarily suspend the Services for operational or other reasons,
we will use our reasonable endeavours to re-establish the provision of the
Services.
5.12 The Customer
acknowledges and agrees that the Payment Transaction executed using Shopflix
App, may be subject to limits and conditions imposed by the applicable
legislation, any regulation authority and the credit card associations.
5.13 We may subcontract
or delegate in any manner any or all of its obligations under this Agreement to
any third party so as to enable or facilitate the provision of the Services to
the Customer.
5.13 We reserve the right
to refuse to process of a Payment Transaction where such Payment Transaction is
not complaint with the applicable legislation, any regulation authority codes
of practice or our policies or operations standards.
5.14 You agree and
acknowledge that the e-money issuer service and payment processing services
provider are rendered by Dlocal, a company authorized to do so, according to
Malta legislation.
5.16 The Customer
acknowledges and agrees that the Funds available in the Account have the sole
purpose of allowing Customers to acquire products and/or services, and that
none of these Funds shall be considered as a credit granted by us to you.
6. Keeping your PIN secure
6.1 You must do all
that you reasonably can to keep the Account and the PIN safe at all times and
not disclose them to any third party.
6.2. You must never; (i)
allow anyone else to use the PIN, access to the Account or other security
details; and(ii) give the PIN to anyone, authorized or unauthorised.
6.3 Dlocal via
Shopflix app will never ask you to reveal any PIN, so you are the sole
responsible for sharing the PIN to anyone.
6.4. The PIN will be
disabled if an incorrect PIN is entered three (3) times.
6.5. You must promptly
notify us of any loss or theft of the PIN and the mobile. We will suspend the
PIN to prevent further use. We will not be liable for any misuse of the PIN
arising out of the loss, theft or misuse of the PIN.
6.6. We will be entitled
to assume that a Tansaction was authorized by you where the correct PIN is
entered at the point of sale or where relevant information is supplied to the
Merchant that allows them to process the Payment Transaction.
7. Disputes
7.1 All complaints
arising from a Customer in relation to products and/or services, shall be
resolved directly with the Merchant. In case a refund proceeds to the Customer,
such refund shall be executed in accordance with the refund policies of the
credit cards of the Customer.
7.2 You agree to
release Dlocal, their affiliates,
subsidiaries, agents, provider, contractors, officers [1] and employees, from all claims, demands and damages (actual and
consequential) arising out of or in any way connected with a dispute. You agree
that you will not involve Dlocal, in any litigation or other dispute arising
out of or related to any Transaction. If you attempt to do so, (i) you shall
pay all costs and attorneys' fees Dlocal, and other affiliates and shall
provide indemnification as set forth below, and (ii) the jurisdiction for any
such litigation or dispute shall be limited as set forth below. However,
nothing in these Terms shall constitute a waiver of any rights, claims or
defenses that you may have under your card issuer agreement, the card
association rules or the applicable laws.
8. Shopflix app fees and taxes
8.1 Shopflix app does
not charge any administration fees from the Customer.
8.2 The Customer is responsible
for paying any taxes concerning to the Payment Transaction.
8.3 The Customer
acknowledges that charges may be imposed as consequence of using certain
Payment Method.
9
Intellectual property rights
9.1 The Intellectual
Property Rights on Intellectual Property related to the provision of Services,
its functionality and appearance, are either owned by or licensed by Dlocal.
9.2 You are expressly
prohibited from:
a)
reproducing,
copying, sharing, editing, transmitting, uploading, modifying, altering, incorporating into any other
materials, removing, commercialising or using any Intellectual Property related
to the provision of Services and the Shopflix app, its functionality and
appearance;
b)
Doing
anything which may be seen to take unfair advantage of the reputation and
goodwill of Dlocal’s business in general; and
c)
Doing
anything that could be considered an infringement of the Intellectual Property
Rights owned and/or licensed to Dlocal without first obtaining the written
permission of the owner of the Intellectual Property.
10.1 How we use your personal information
10.1 By accepting these
Terms, you accept our Privacy Policy.
10.2 This clause sets out
the basis on which any personal data we collect from you, or that you provide
to us, will be processed by us. Please read the following carefully to
understand our views and practices regarding your personal data and how we will
treat it.
10.3 By creating an
Account, you are accepting and consenting to the processing of your personal
data as set out in this clause.
10.4 For the purposes of
this clause, your personal data (“Customer’s
Information”) may be:
a)
information
you give to us: this includes, without limitation, your name, address, email
address and phone number, financial and credit card information, personal
description, proof of your identity or address, authorization to use third
party funds to pay for a Payment Transaction, and any other information you
submit when registering to use the Services, subscribe to our mailing list,
leave us your feedback or report a problem with our Shopflix app or Services;
b)
Information
we collect about you: this includes, without limitation, any information we
collect about you related to your usage of the Shopflix app and the Services,
including information on the payments made by you, and the nature of the
services and products purchased; and
c)
Information
we receive from other sources: this this includes, without limitation,
information we receive about you if you use any of the other websites we
operate or the other services we provide, or information we receive from third
parties (including, for example, business partners, sub-contractors,
advertising networks, analytics providers, search information providers, credit
agencies or other agencies).
10.5 We may use Customer’s
Information in the following ways:
a)
to carry
out our obligations arising from any contracts entered into between you and us
and to provide you with the information, products and services that you request
from us;
b)
to provide
you with information about other goods and services we offer that are similar
to those that you have already purchased or enquired about;
c)
to contact
you for your views on our services and to notify you occasionally about
important changes or developments to our Shopflix app or to our Services;
d)
to manage
our Shopflix app and Services, for internal operations, including
troubleshooting, data analysis, testing, research, statistical and survey
purposes;
e)
to improve
our Shopflix app, Services and any services and products provided by us;
f)
as part of
our efforts to keep our Shopflix app and the Services safe and secure;
g)
to measure
or understand the effectiveness of advertising we serve to you and others, and
to deliver relevant advertising to you;
h)
to make
suggestions and recommendations to you and other Customers about goods or
services that may interest you or them;
i)
to maintain
and develop our commercial relationship with you; and
j)
to evaluate
any financial risks, verify any risks of money laundering, prevent fraud and
make any reports that we are required to make by the applicable law.
10.6 We may combine
information we receive from other sources with information you give to us and
information we collect about you. We may use this combined information for the
purposes set out above.
10.7 We do not sell,
rent, or otherwise provide Customer’s Information to third parties, except
where (a) we obtain your consent; (b) it is necessary to provide you with our
Services; (c) we are required or authorised by law; or (d) as described in
clause 10.9.
10.8 We may share
Customer’s Information with:
a)
any of our
employees or any member of our group or their employees, where “member of our
group” means our subsidiaries, our ultimate holding company and its
subsidiaries;
b)
our third
party consultants, (sub-)contractors, suppliers or other service providers who
may access your personal information to provide services (including but not
limited to IT support services) to us in order to enable us to perform any
contract we enter into with you;
c)
auditors or
contractors or other advisers auditing, assisting with or advising on any of
our business purposes;
d)
analytics
and search engine providers that assist us in the improvement and optimisation
of our Shopflix app and the Services;
e)
our
successors in title, our prospective sellers or buyers of our business;
f)
government
bodies and law enforcement agencies and in response to other legal and
regulatory requests;
g)
any third
party where such disclosure is required in order to enforce or apply any
contract we enter into with you;
h)
any third
party for the purposes of protecting the rights, property, or safety of our
company, our customers, or others (including, without limitation, you). This
includes exchanging information with other companies and organisations for the
purposes of verifying your personal identification or address, fraud
protection, anti-money laundering measures and credit risk reduction;
10.9 The Customer’s
Information may be transferred to, and stored at, a destination outside the
European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA
who work for us or for one of our service providers. Such staff may be engaged
in, among other things, the processing of your payment details and the
provision of support services. By submitting your Customer’s Information, you
agree to this transfer, storing or processing. We will take all steps
reasonably necessary to ensure that the Customer’s Information is treated
securely and in accordance with this clause. All information you provide to us
is stored on our secure servers. Any Payment Transactions will be encrypted
using SSL technology.
11. Suspension of the Services
11.1 In addition to our
right to suspend the Services, we reserve the right to, at any time, suspend
the Services for repairs, maintenance or improvements. In the event that we
suspend the Services in accordance with this clause, we will use our reasonable
endeavours to give you prior notice, unless the Services are suspended due to
suspicion of security breach or fraud.
11.2 Where the Services
provided to you are suspended due to suspicion of security breach caused or
fraud committed by you, Shopflix reserves the right to:
a)
request
that you provide information in accordance with clause 4.2; and
b)
at its sole
discretion, restrict your access, suspend or terminate your Account without
provision of any notice
12 Term and termination
12.1 These Terms will
remain in full force and effect until you close your account.
12.2 If you wish to cease
being a Customer, you can do so at any time by closing your Account.
12.3 Shopflix app may,
for any reason and at any time, restrict your access, suspend or terminate your
Account by sending you notice to your email as indicated in your account
details.
13. Our right to vary these terms
13.1 We may revise these
Terms from time to time. Every time you use our Services, the Terms in force at
that time will apply to the provision of the Services to you.
13.2 Except as provided
in clause 13.4, whenever we revise these Terms, we will keep you informed and
give you at least one month's written notice before the changes take effect. We
will also state that these Terms have been amended and the relevant date at the
top of this page.
13.3 Upon receipt of the
notice specified in clause 13.2, if you wish to terminate your Account, you may
do so by giving us at least 10 days’ notice before the changes take effect. If
after expiry of the notice period you continue to use the Shopflix app or
Services, you will be deemed to have accepted any changes to these Terms.
13.4 We reserve the right
to make changes to the Shopflix app and the Services from time to time without
any prior notice to you provided that such changes have no material adverse
effect on you.
14. Liabilities
14.1 We shall not be
liable for any damages or losses (including, without limitation, in,
consequential, special, incidental, or punitive damages) caused in whole or
part by:
a)
payments
made to unwanted recipients or payments in incorrect amounts due to input of
incorrect information by the Customer;
b)
delays,
losses, errors or omissions resulting from failure of a telecommunications or
any other data transmission system;
c)
the
suspension of the Services or on the availability of Shopflix app due to
failures, delays, interruptions or otherwise; or
d)
any loss of
profit, loss of business, business interruption, or loss of business
opportunity.
14.2 You agree to
indemnify and hold us harmless from any liabilities, claims, losses or demands
made by any third party arising from your misuse of the app, the PIN or the
Services, which includes but is not limited to your breach of these Terms or a
breach by you of any applicable law or rights of any third party. You also
agree to fully cooperate in the defense of any claim that we may have to
respond as a result of your misuse of the app and Services.
14.3 We are not
responsible for any products you purchased from the Merchant. The purchase
agreement is between you and the Merchant that sells the product. We do not
control the Merchant, the quality or supply of the products. We do not give any
undertaking that the products will be of satisfactory quality or suitable for
your purpose and we disclaim any such warranties. We shall have no liability
for defects on any Product purchased or paid by the Customer through Shopflix
app and shall not be liable for any charges, fees or other taxes in respect of
such goods or services.
14.4 We shall have no
liability for defects on any goods or services purchased or paid by the
Customer through Shopflix app and shall not be liable for any charges, fees or
other taxes in respect of such goods or services.
15. Events outside our control
15.1 We will not be
liable or responsible for any failure to perform, or delay in performance of,
any of our obligations under these Terms that is caused by any act or event
beyond our reasonable control, including without limitation strikes, lock-outs
or other industrial action by third parties, civil commotion, riot, invasion,
terrorist attack or threat of terrorist attack, war (whether declared or not)
or threat or preparation for war, fire, explosion, storm, flood, earthquake,
subsidence, epidemic or other natural disaster, or failure of public or private
telecommunications networks.
15.2 In case such event
takes place that affects the performance of our obligations under these Terms:
a)
we will
contact you as soon as reasonably possible to inform you; and
b)
our
obligations under these Terms will be suspended and the time for performance of
our obligations will be extended for the duration of such event.
16. Communications between us
16.1 Any reference to
"in writing" in these Terms, will include e-mail.
16.2 If you wish to
contact us in writing for any reason, you can send us an email at info@shopflix.com.
16.3 If we have to
contact you or give you notice in writing, we will do so by e-mail, phone or by
pre-paid post to the address, phone number or email you provide to us as in
your account details.
17
Governing law and jurisdiction
17.1 These Terms are
governed by and construed in accordance with the laws of Malta.
17.2 You and we both
agree that the courts of Malta have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with these Terms
(including non-contractual disputes or claims).
17.4 The provisions of
this clause shall not apply to the service of any proceedings or other
documents in any legal action.
18
Other important Terms
18.1 These Terms together
with the documents referred to in it, contains the entire agreement between us
for your use of the Services.
18.2 If any part of these
Terms is held unenforceable, that part shall be enforced to the maximum extent
permitted by law so as to give effect to the intent of the parties, and the
remaining part of these Terms shall continue in full force and effect.
18.3 These terms are
between you and us. No other person shall have any rights to enforce any of its
terms, whether under the Contracts or otherwise.
18.4 We may transfer our
rights and obligations under these Terms to another organisation without notice
to you, but this will not affect your rights or our obligations under these
Terms.
18.5 If we fail to
insist that you perform any of your obligations under these Terms, or if we do
not enforce our rights against you, or if we delay in doing so, that will not
mean that we have waived our rights against you and will not mean that you do
not have to comply with those obligations. If we do waive a default by you, we
will only do so in writing, and that will not mean that we will automatically
waive any later default by you.
18.6 All designs, text
and graphics, layout and arrangement and all intellectual property rights
therein are the property of Dlocal. Any use of the materials, their
reproduction, modification, distribution or republication without express prior
written consent is strictly prohibited.