Advocado Terms of Use

This is our contract with you – our commitment as a service provider 
 and your obligations as a customer.

Welcome to Advocado, an online consumer engagement service designed especially for small businesses. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to you from the time that Advocado provides You with access to the Service.

The Advocado Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Advocado Service. Advocado reserves the right to change these terms at any time, effective upon the posting of modified terms and Advocado will make every effort to communicate these changes to you via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on 1 May 2018

1. Definitions

To help you read and understand these Terms, we’ve set out definitions of some key terms below:

“Customer” means the person or entity who registers to use the Advocado Service by creating an Advocado account. If an individual creates an account on behalf of their employer, then the employer will be deemed to be the Customer, and will be bound by these Terms.

“Authorised User” means any person or entity that a Customer authorises to use the Advocado Service on its behalf. This includes the Primary Admin (as nominated by the Customer) and other employees and personnel of the Customer who are authorised to use the Advocado Services on the Customer’s behalf, but also includes support partners and other third parties with whom a Customer shares its Advocado account details (and for whose conduct the Customer is responsible).

“We” or “Advocado” means Advocado Pte. Ltd. (Singapore company number 201613142Z) and any of our related companies.

“Advocado Service” means Advocado’s point of sale and inventory management products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time, including the Advocado Storefront/Merchant/Consumer App and Advocado iOS/Android applications (“Apps”) and advocadoapp.com (“Website”). Your use of the Advocado Service will also be subject to any allowances and/or limits that apply to the Advocado plan which you’ve purchased.

“You” means the Customer and (where the context permits) includes any Authorised Users.

2. Account information

You must be 18 years or older in order to access and use the Advocado Services. You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete. We will use that information to contact you from time to time (including by sending you notices as required by these Terms relating to, for example, suspension of your account or changes to your plan), so it’s important that you keep all of your contact details, and those of your Primary Admin and other Authorised Users, up to date.

3. Use of your account

Advocado grants you a limited, non-exclusive, non-transferable, revocable licence to use the Advocado Services (subject to your account type) for the purposes of with the Customer’s business and in accordance with these Terms.
You are responsible for any conduct or activity undertaken in your account (whether online or by calling our support centre), including any changes made, and the input or modification of or access to any data or information in your account, by any of your Authorised Users. In particular, our primary point of contact with you will be your nominated Primary Admin, who will be considered as authorised by you to make changes, give instructions and receive notices on your behalf.

If:

  1. you are an Authorised User using or accessing the Advocado Services for the benefit of a Customer, then you are responsible for ensuring you have the right to do so from the relevant Customer (including all necessary authorisations to access, amend or remove data, or make changes to the Customer’s account); or
  2. you are a Customer, then you are responsible for authorising use or access of the Advocado Services by an Authorised User and will indemnify Advocado against any claims or loss relating to any Authorised User’s use of or access to your account.

We will have no responsibility to anyone other than the Customer, and the Advocado Services and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s).

4. Cancellation of accounts

We can cancel or suspend your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately if, in our sole discretion:

  • you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Advocado Services;
  • we consider that provision of the Advocado Services, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law;
  • we decide to withdraw the Advocado Services from your territory or jurisdiction altogether; or
  • you fail to comply with any limits or restrictions (eg, on the number of users, registers or transactions) applicable to your Advocado plan.

You are entitled to cancel your account with Advocado at any time. You may cancel your account by following the prompts when you are logged into your account through the Apps or the Website. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise).

If your account is cancelled, your account will be deactivated and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion). We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is exported, backed-up or replicated before cancellation.

5. Fees and taxes

The fees charged for use of the Advocado Services are set out on the Website (or as notified to you in the case of some exclusive plans) (“Fees”) and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days’ prior notice (by email to your Primary Admin or by displaying a message the next time you use the Advocado Services). The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation). Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s subscription for the Advocado Services. Unless required by law, we will not provide refunds in connection with the Advocado Services.

If you are late in paying any Fees, we may charge a late fee of the greater of USD$20 (excluding GST, if any) or up to 1.5% of the unpaid Fees.

If you are carrying out a free trial of the Advocado Services (as offered on the Website or the Apps), the free trial will begin on the day that your account is opened and end of the published trial period. If you wish to continue to use the Advocado Services at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free Advocado Services which we may offer from time to time). If you choose not to continue with the Advocado Services, then your account (and all data associated with it) will be deleted after the end of your free trial. Data will be deleted after 30 days following the end of your free trial, unless we’re required to retain it for longer under applicable law.

All Fees are exclusive of all taxes and you are responsible for any taxes that may arise. You indemnify and hold Advocado harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay Advocado such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction.

If you are located outside of Singapore, then payment of your Fees could incur additional bank fees at the discretion of your bank. Bank fees may be charged for currency conversion and international settlement; and your charge may still be subject to additional fees even if you are being charged by Advocado in your local currency. If your credit card statement charge differs from your Advocado invoice, please contact your bank in the first instance. Advocado is not liable for any additional bank transaction fees that may be charged.

6. Plan Limits and Reasonable Use

The Advocado Service is available in a range of packages/plans, giving you options including in relation to the number of outlets, registers and users you can have, the number and total value of transactions you can process on the Advocado Service and the features and services you have access to, and the Fee you pay, as described on our Website from time to time (or as notified to you, in the case of some exclusive plans). We may update those plan limits at any time (eg, by increasing, reducing or removing limits) by updating the plan descriptions on our Website (or as notified to you, in the case of some exclusive plans). You’ll be expected to comply with the updated plan limits from the next time you use the Advocado Service. You agree that we may use information generated by your use of the Services (eg, transaction volume and revenue) for the purposes of determining the most appropriate plan and pricing for you.

We reserve the right to suspend or restrict your account or your use of the Advocado Service, or disable any third party integrations you have, where we believe that your use isn’t fair or reasonable or that it may cause degradation of the Advocado Services to other users. This includes circumstances where your use (or integration of your account with a third party) is creating a security or availability risk for Advocado or our other customers, is impacting (or may impact) the stability or performance of our systems, or is requiring disproportionate resource to deliver (eg, in terms of storage or processing requirements, support requests or helpdesk queries).

7. Advocado Services are provided “as is”

The Advocado Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk. In particular, it is your sole responsibility to ensure that your use of the Advocado Services complies with any laws or regulations applicable to you and your business, and allows you to meet any legal obligations you might have. Such laws might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records. We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the Advocado Service.

We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Advocado Services.

We do not warrant that: (a) the Advocado Services will meet your specific requirements; (b) the Advocado Services will be uninterrupted, timely, secure, or error-free; (c) the Advocado Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Advocado Services will meet your expectations; or (e) any errors in the Advocado Services will be corrected.

You acknowledge that Advocado may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Advocado Services. The acts and omissions of those third party suppliers may be outside of Advocado’s control, and Advocado does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier, save as otherwise expressly set out in the Agreement or in writing between the parties.

On behalf of itself and such third party suppliers, Advocado excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

From time to time, we may add, make changes to or remove altogether features or functionality of the Advocado Services. We may also decide to cease providing all or some of the Advocado Services at any time, and nothing in these Terms is to be taken as a guarantee that the Apps or any Advocado Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Advocado Services, or the Apps or any version of them.

8. Our liability is limited

To the maximum extent permitted by law, Advocado shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if Advocado has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding the Advocado Services; or (e) any other matter relating to the Advocado Services.

In any case, Advocado’s maximum aggregate liability under or in connection with these Terms or your use of the Advocado Services is limited to the amount of Fees paid by you in the past 12 months.

9. You are responsible for your use of the Advocado Service & you indemnify us

You are responsible for all activity that results from use of the Advocado Services through your account. You are responsible for maintaining the security of your account and password. Advocado will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.

You indemnify Advocado against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Advocado may incur or suffer as a result of use of the Advocado Services through your account or as a result of your failure to comply with these Terms.

10. No malicious or illegal use

You must not: (a) use the Advocado Services in any unlawful manner (or if use of the Advocado Services would cause you to breach any law or regulation applicable to you), for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; (b) infringe our intellectual property rights or those of any third party in relation to your use of the Advocado Services; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Advocado Services; (d) use the Advocado Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from the Advocado Services or our systems or attempt to decipher any transmissions to or from the servers running any Advocado Services; (f) disclose or distribute information relating to another User of the Advocado Services to any third party, or use any other User’s information for any marketing purposes unless you have that User’s express permission to do so; or (g) access or register User logins via bots or other automated methods.

11. Reasonable use policy

You agree to use the Advocado Services in a reasonable way (including, to avoid doubt, if you have subscribed for an ‘unlimited’ account). If we determine that your use of the Advocado Services is not reasonable or that your use is causing degraded performance of the Advocado Services for you or for other Users, we may impose limits on your use of the Advocado Services. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.

Limits on your use of the Advocado Services may include (but are not limited to) the quantities and volumes of the following parameters, per retailer: (a) storage required to host and backup retailer data; (b) sales transactions per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) page views per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) outlets, users, campaigns and consumers.

12. Intellectual property

a. Advocado is the sole and exclusive owner of all right, title and interest in and to any data provided to Advocado by any end user (including your consumers) to Advocado in connection with the Advocado Programs, including without limitation all e-mail and/or other contact information (“Customer Data”).

b. Advocado shall not release access of the Customer Data to any 3rd party, including businesses and merchants, for any reason whatsoever, whether monetary or complimentary, without the explicit permission of the applicable consumer. As long as any applicable consumer has separately taken all steps necessary to opt in to provide contact information to you (whether via the storefront app or via QR offers or any other means), and continuously agree to opt in, indicating that he/she has given you permission to access the Customer Data, you shall be provided with or otherwise have access to the Customer Data, via your merchant backend. Of which you will have full access to this Customer Data, until the time that the applicable consumer opts out of your/Advocado programs, or when you terminate the Service.

c. Advocado owns all right, title and interest in and to the Advocado Programs (which include, for purposes of clarity, all software and/or mobile applications related thereto) including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Advocado Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.

d. Advocado hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use Advocado Services for internal business purposes so long as your account with Advocado remains current and active. If Advocado provides you with a password to access the Service, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Service and all source code, object code, software, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of Advocado. You shall refrain from permitting any third party to use your password or otherwise access the Service. Advocado shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your Advocado account is otherwise terminated for any reason.

e. Without limiting any of Advocado’s rights set forth in the Agreement, Advocado reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted on any tablet, the Advocado website, any portion of the Advocado Program, and/or within any print materials, including without limitation any information and/or content that, in Advocado’s view, contains content or links which do not meet Advocado’s specifications or requirements. In addition, Advocado shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the Advocado Program (including without limitation any mobile application and/or software) at any time.

You may provide us with comments, feedback or suggestions on Advocado Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.

13. Data protection

We will maintain appropriate technical and organizational measures to protect the security of the data or content that you input into the Advocado Services.

You are responsible for complying with all applicable data protection laws in respect of your use of the Advocado Services and with regard to any instructions you issue to Advocado with regard to the processing of personal data you provide to Advocado through the Services. In particular, you must ensure you have properly informed and obtained all necessary rights, authorizations or consents from any end-users, consumers, personnel or other individuals to whom the data relates, to enable Advocado to lawfully access their personal data under these Terms and to process their personal data outside of their country of residence.

14. Third Party Integration Partners

You acknowledge that in the provision of certain optional features and services, Advocado, on receipt of instructions from you, may be required to transfer certain data held in your Advocado account to, and otherwise interact with, third party partners who provide services that you have elected to integrate with the Advocado Services (“Third Party Integration Partners”).

You agree that if and to the extent such data transfer occurs, it is on your express election and instruction by virtue of you agreeing to use the Third Party Integration Partner’s services. You are solely responsible for compliance with all applicable laws (including applicable data protection laws) in respect of the transfer of the data by Advocado to the Third Party Integration Partner, and for entering into separate contractual agreements with the Third Party Integration Partner. Advocado is in no way liable for the provision of the services or the handling and processing of any data by the Third Party Integration Partner. For the avoidance of doubt, such third parties are not Advocado’s subprocessors for data protection purposes.

15. Data Deletion

On expiry or termination of these Terms, or upon cancellation of your account, the data submitted by you to the Advocado Services will be deleted after 30 days, unless applicable laws or regulations require Advocado to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.

16. Disputes

If there is a dispute between the parties in relation to these Terms (or any previous version of them), either party must give the other party notice of the nature and details of the dispute, and neither party will commence any court or arbitration proceedings until the procedure described in this section has been complied with.

Within ten (10) business days of receipt of the notice of dispute, senior managers of the parties shall meet to endeavour to resolve the dispute. If the dispute is not resolved within twenty (20) business days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation. If the dispute is not resolved within twenty (20) Business Days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation. The mediation will be in Singapore.

If the dispute cannot be resolved through mediation, then either party may refer the dispute to binding arbitration. The arbitration will be in Singapore. and the results of the arbitration shall be non-appealable and binding on both parties.

17. General

We work with a number of partners, value-added resellers and other third parties to promote, market and integrate other products and services with the Advocado Services. In some cases, we may receive a commission from those partners and third parties for referring our customers to them, or we may pay a commission to third parties where customers are referred to us.

If we don’t insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, 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.

The Advocado Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions do not apply to the Advocado Services, these Terms or our relationship with you.

Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them. These Terms shall be governed by Singapore law, and (subject to the ‘Disputes’ section above) you submit to the exclusive jurisdiction of the Singapore courts for any matter or dispute arising in relation to these Terms.