By using and/or accessing our Platform, you agree to these Terms. Use of our Platform constitutes acceptance of these Terms and forms a legally binding contract between you and Boutir in relation to your access to and use of our Platform. If you are using our Platform on behalf of an entity, you will be deemed to have authority to act on behalf of that entity and are agreeing to these Terms on behalf of that entity.
In addition to these Terms, Customers please click for additional terms that apply to your use of our Platform. Merchants please click for additional terms that apply to your use of our Platform.
1. Definitions and Interpretations
In these Terms, the following definitions apply:
We / Boutir:
Boutir Limited, a company incorporated in Hong Kong with its registered office situated at Unit 1201-1204, Texwood Plaza, 6 How Ming Street, Kwun Tong, Kowloon, Hong Kong and online at: http://www.boutir.com.
You / User:
Any party accessing or using our Platform whether as a Merchant, Customer or casual browser.
The business entity and/or the individual, whether fee paying or non-fee paying users of the Platform, to create its online store for the purpose of offering products or services via our Platform.
The business entity(ies) and/or individual(s), visiting the Merchant’s online store as registered or unregistered members.
2. Your Representations
Our Platform is not intended for and may not be used by minors. By using our Platform, you represent that you are an adult and that you are able to legally enter into contractual agreements.
3. Our Platform
Our Platform is merely a SaaS (Software-as-a-Service) solution tailored to enable Merchants to build and operate their online stores to display their product and/or service catalogue, to sell products/services, to facilitate payments by Customers and communication between Merchants and their Customers via proprietary third party platforms not limited to Whatsapp and Facebook. Merchant registers to use the Free Trial of our Platform or subscribes to use the advanced version on a subscription basis (“Subscription Plan”).
Stores created by Merchants on the Boutir Platform are open for Customers to visit, browse, purchase for products and services they want. Customers can register at the Store as member of the Store to have personalised shopping experience or they can shop as guest without registering as member.
4. Your Account
In registering for an account on our Platform or subscribing to the Subscription Plan as a Merchant or as a Customer for personalised shopping experience, you will be required to provide certain information, including but not limited to your username, password, full name of the individual or registered user or the business, a suitable password, an email address and valid phone number (“Account Information”). Merchants are not required to provide a username. They are identifiable by their email, store name and/or store URL. You agree that all Account Information provided shall be truthful, accurate and up-to-date. You should choose a strong and secure password. You must keep your password secure and confidential.
You agree not to share your Account Information or give others access to your account. If and when we detect that an account is shared by multiple Users, we may treat this as a security breach and suspend, disable or terminate your account without notice. We have the sole discretion to suspend, disable or terminate any account at any time without liability, if in our reasonable opinion, you are in breach of the Terms.
You are responsible for all actions or activities that occurred through or under your account, unless you report misuse on a timely basis. If you permit others to use your account and/or Account Information, you are responsible for the activities of such users that occur in connection with your account and/or Account Information.
If you ever forget your Account Information or believe or know that there has been any (attempted) unauthorised use of your account and or Account Information, you shall inform us immediately at email@example.com.
All accounts are non-transferable. If you are accessing or using an account on behalf of another person or entity, you represent that you are authorised to accept these Terms on that person’s or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
Store names and usernames must not be offensive or offend common decency, or intended to deceive subscribers or convey the appearance of affiliation with Boutir. We reserve the right, to:
amend any store name or username without prior notice if we reasonably believes the store name or username to be in contravention of the Terms; and/or
suspend and/or disable your account until the name is changed.
5. Availability of our services
We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services feature on our Platform, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. We reserve the right to make the above changes at any time without any notice.
We may release products, services, functionalities or features of our Platform that we are still testing and evaluating. We will label these as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings which indicate that the products, services, functionalities or features are under development. By continuing to use our Platform, you acknowledge that these beta services may not be as reliable as other products or services we offer and may be subject to service disruption and you agree to be bound by these Terms in relation to those beta features.
We try our best to ensure that our Platform is always available, but we do not guarantee or offer any warranties that the operation of or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures. Boutir is not liable for any losses claimed due to interruption or disruption to the Platform under any circumstances.
You are responsible for configuring your information technology, computer programmes and platform or system in order to access our Platform. Boutir does not guarantee that the Platform will be free from bugs and/or viruses and will not be responsible for any direct or indirect loss or damage that results from bugs and/or viruses contacted via using our Platform.
6. Use of the platform
When using or accessing the Platform, you agree to comply with these Terms and all applicable laws and regulatory requirements, including those related to privacy and protection of intellectual property.
The Platform is currently made available to you with free trial but also for a subscription fee for commercial use. Boutir reserves the right to amend or withdraw the Platform and/or the fee structure for the Platform without notice in accordance with these Terms at any time and for any reason, without incurring liability.
In exchange for the Customer or Merchant registering with the Platform or the Merchant subscribing to the Subscription Plan, we grant Customers or Merchants a personal, worldwide, royalty-free, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence to access and use our Platform, including any software or application as part of the services we offer. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as a Customer or Merchant subject to these Terms and the additional terms set forth in Part B or Part C of these Terms for Customer or Merchant respectively.
This licence to use our Platform will terminate if you fail to comply with these Terms or other additional terms.
You agree not to misuse the Platform or help anyone else to do so. Without reservation, you agree not to do any of the following in connection with our Platform: use our Platform for unlawful or unauthorised purposes;
copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it;
re-sell or attempt to benefit commercially from any data, content or information available in or on the Platform;
probe, scan, or test the vulnerability of any system or network;
breach or otherwise circumvent any security or authentication measures or service use limits;
access, tamper with, or use non-public areas or parts of the Platform;
interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform;
reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source;
access, search, or create accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;
send unsolicited communications, promotions or advertisements, or spam;
forge any TCP/IP packet header or any part of the header information in any email;
send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;
conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;
abuse referrals or promotions;
post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libellous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;
violate the letter or spirit of our Terms;
violate applicable laws or regulations in any way; and/or
violate the privacy or infringe the rights of others.
7. Your rights
We hereby grant you a worldwide, limited, non-exclusive, non-transferable, non-licensable, non-sub licensable, royalty-free and revocable licence to use our Platform for your personal or business use in accordance with these Terms.
You may not assign your rights provided for under these Terms without our prior written consent. We may assign the Terms and delegate certain responsibilities, obligations, and duties under or in connection with the Terms in our sole discretion.
We reserve all rights, title and interest not expressly granted under the above-mentioned license to the fullest extent possible under applicable laws.
You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other Users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other Users or visitors.
You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under these terms.
8. Our rights
We may (at our discretion but are not obliged to) review content or information submitted or posted by Users on our Platform. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any Users on our Platform.
9. Intellectual Property
Our name “Boutir” and our marks and logos are our trade marks (whether or not they are registered or unregistered) and may not be used without our express prior written consent.
All trademarks, trade names, service marks, logos, copyrights, database rights, and other intellectual property rights of any nature on the Platform, including all information, data, text, music, sound, images, photographs, graphics, illustrations and video messages, page headers, button icons, scripts, arrangement and presentation thereof together with the underlying software code, source code, software compilations, tools, application, slogans, filters, User generated filters and other content contained therein (collectively, “Material”) are owned directly by us. You acknowledge that you have no ownership rights in or to any (part of) the Material. We reserve all rights to take any legal action in relation to any right applicable to the Material.
All intellectual property rights subsisting in the Platform or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved.
You may view, use, print or download extracts of the Material for your own personal use but you cannot otherwise use, copy, edit, vary, alter, reproduce, publish, display, distribute, store, transmit, commercially exploit, or disseminate in any form whatsoever any of the Material or use the Material in any manner which creates the impression that such items belong to or are associated with you without express written permission from us.
Reporting Intellectual Property Rights Infringement:
We have a policy of limiting access to our Platform and terminating the accounts of Users who infringe the intellectual property rights of others. If you believe that anything appearing on our Platform infringes any copyright that you own or control, you may notify us at firstname.lastname@example.org.
Please note that if you knowingly misrepresent that any activity or Content or Material on our Platform is infringing, you may be liable to us for costs and damages to be ascertained.
10. Dispute Resolution
Boutir encourages Customers and Merchants to resolve disputes (including claims of refunds) with each other directly whenever possible. Boutir does not play any role in mediating disputes between any Customers and Merchants.
11. Third Party Software Integrations
Our Platform may integrate with third-party software to provide a full suite of functionalities to our Users. We are not responsible for any issues and/or direct or indirect losses arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service and/or the user agreements of that software.
12. Advertisers on Platform
We accept no responsibility whatsoever for adverts featured on the Platform. If you agree to purchase goods and/or services from any Merchant or third party that advertises on the Platform, you do so at your own risk. The advertiser and Merchant (if the goods or services were purchased from or through one of the Merchants), not Boutir, is responsible for such goods and/or services and if you have any queries or complaints in relation to them, your only recourse is against them.
13. Limitation on liabilities
To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:
we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;
we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services featured on our Platform;
we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;
we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);
we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and
we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).
Our role in managing the Platform is purely mechanical and administrative in nature. To the fullest extent permitted by law, Our Entities are not liable to you or any other parties for:
any indirect, incidental, special, exemplary, consequential or punitive damages arising from or in connection with the use of the Platform;
any loss of data, business, opportunities, reputation, profits or revenues.
Nothing in these Terms limit your legal rights as a consumer that may not be waived by contract.
Other than the types of liabilities that we cannot limit by law, our liabilities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.
You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:
any breach of these Terms by you,
any sale and purchase between the Customer and the Merchant,
your use of our Platform and/or
any misrepresentation made by you on our Platform.
You also agree to fully co-operate with Us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.
We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate in such defence. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it/them. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
You agree to promptly notify Us of any third party claims and cooperate with Us in defending such claims and pay all fees, costs and expenses associated with defending such claims including, but not limited to legal fees. You agree not to settle any matter in which you have indemnity obligations towards us without our prior written consent.
We reserve the right, without notice, in our sole discretion and at any time, to terminate, revoke, suspend your right and ability to access or use our Platform or any part of it as well as to control who can use the Platform and request that you stop accessing or permanently destroy certain content or information available through the Platform. We may also modify, suspend, or discontinue the Platform. We are not responsible for any loss or harm related to our termination of your access or use of our Platform.
You may stop using the Platform any time by deactivating your account, if you are a subscribing Merchant or registered Customer, or simply by ceasing to access or use our Platform.
We reserve the right to suspend or terminate your access to our Platform, if we reasonably believe:
you are in serious or repeated breach of these Terms (including a prolonged failure to settle any payment);
you are using the Platform in a manner that would cause a real risk of harm or loss to us, other Users, or the public;
we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or
our provision of the Platform to you is no longer possible or commercially viable.
In any of the above cases, we will attempt to notify you at the email address included in your Account Information or on your next attempt to access your account, unless we are prohibited from notifying you by law.
Upon termination of your access, these Terms will also terminate except for Clauses 7 to 15 inclusive.
Where we consider necessary or appropriate, we will report any breach of these Terms to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
16. System Requirements
In order to use the Platform, you are required to have a compatible mobile device, desktop or laptop, internet access, and the necessary minimum specifications (the “System Requirements”).
The System Requirements are as follows: the app requires the device to be running Android 6.0 and/or iOS 13.0 or later.
The software capabilities and System Requirements of our Platform may be upgraded from time to time to add support for new functions and services.
17. Entire agreement
These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any User and Us, whether written or oral, in relation to the use of or any transactions on the Platform.
You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
If any provision(s) of these Terms is held to be unlawful, void, invalid or unenforceable, then such provision(s) is deemed severable from these Terms and shall be construed, as nearly as possible, to reflect the intentions of the parties (as reflected in the provision(s)) and all other provisions shall remain in full force and effect.
Any failure by Boutir to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Boutir in writing.
19. Changes of Terms
From time to time, we may amend these Terms by posting the updated terms on our Platform. If we make material changes, we will notify you of the changes before they become effective. By continuing to use our Platform and our services after the changes come into effect means that you agree to be bound by the revised Terms.
We may transfer our rights and obligations under these terms to another organisation. If you do not wish to continue with the transferee whatever contract you had with us, you must notify us within fourteen (14) business days so we can refund you any payments you have made in advance for products or services which you have purchased but have not already been provided (if any). Failure to notify us within the 14 day period may result in forfeiture of outstanding payment amounts.
You may only transfer your rights or your obligations under these Terms to another person if we expressly agree to this in writing.
If a court or relevant authority finds any of these Terms invalid or illegal, the rest will continue in force. Each of these terms operates separately. If any court or relevant authority decides that any of them are unenforceable, the remaining paragraphs will remain in full force and effect.
No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.
By using our Platform, you consent to receiving communications from Us electronically. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breach of any of the terms herein, such delay or failure on our part does not signify that you do not have to comply with or make good any of the terms herein and it will not prevent us taking steps against you to enforce the terms at a later date.
21. Governing law and jurisdiction
These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
We value and welcome feedback on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you. For any questions or problems relating to our Platform, our products or services, or these terms, you can contact us ]by emailing us at email@example.com or writing to us at Unit 1201-1204, Texwood Plaza, 6 How Ming Street, Kwun Tong, Kowloon, Hong Kong.
You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.
Part B – Customer’s Terms of Service
In addition to the Terms, the following additional terms shall apply to all Customers:
1. Purchases In Stores Featured On Our Platform
Customer shall place orders with the Merchant as per the instructions provided in our Platform. All order(s) the Customer places with the Merchant are regarded as offers and the Merchant accepts the order(s) when our Platform emails you a confirmation. At this point, a contract between the Customer and the Merchant is formed but may be subject to the Merchant’s separate terms and conditions and/or terms of service (if any). We are not liable to any person or entity in relation to a sale and purchase of any goods or services featured on our Platform. We are not responsible for the enforcement of any contractual obligations between Merchants and Customers or as between Customers and any third parties responsible for fulfilment of any purchases. We shall not be held liable for any direct and/or indirect damages that may arise from or in connection with any sale and purchase.
Once the Customer has placed an order and the Merchant has confirmed to ship or fulfil the orders, we will send the Customer an email for feedback on the goods and/or services providedn. We appreciate any feedback provided by the Customer which will be visible to other Customer visiting the Merchant’s store. We shall not be held liable or responsible for any claim arising out of or in connection with the content of any feedback.
Boutir has no control over and can therefore not guarantee nor warrant the existence, quality, safety or legality of the products or services offered or advertised on our Platform, the accuracy, completeness or truth of any information, content or listings posted by any Merchant and/or User, the credit worthiness of any Merchant and/or User, the ability of Merchant to sell or Customer to buy, whether a particular product and/or service is suitable for a particular purpose or whether or not a particular Merchant and Customer will complete a particular transaction.
You may find company information relating to each Merchant, including company background, shop address, contact emails and phone numbers, available on the Merchant’s website. For any questions or problems relating to the Merchant’s website, any products or services, you can contact the Merchant by telephoning, emailing or online messaging the Merchant.
We are not involved in any transactions between Merchant and Customers and our role is solely that of providing a platform on which Merchant stores may be featured, by using our Platform, in which our Platform serves as a marketplace for Merchants and Customers. We do not process payments or participate in fulfilment of purchases on behalf of Merchants. Customer should choose their preferred payment method from among those methods made available by the Merchant. Customer must choose their preferred fulfilment method, including delivery from those offered by Merchants. All payment and delivery arrangements are governed by the Merchant’s Terms of Sale and the relevant terms of the electronic payment provider and fulfilment services provider (if any). We are not liable under any circumstances for any issues or losses arising out of and/or in relation to payments and delivery. As such, our role is merely mechanical and administrative in nature in that we make our Platform available for Merchants to establish and operate their online stores.
We are not an agent of any Customer or Merchant or third party.
We may at our sole discretion (but we have no obligation to) check, audit and/or monitor the information contained in listings, comments and/or reviews posted by any Customer without notifying the concerned Customer.
The images of the products and/or services on the online stores created by the Platform are for illustrative purposes only. The products and/or services that you purchase may vary from those images.
Our Platform is solely for the performance and purchase of goods and/or services in countries in which we operate and is not limited to Hong Kong. Our mobile app is accessible and can be downloaded from anywhere in the world.
2. Customer’s Rights To Make Changes To Orders Placed
In the event that any Customer decides to vary an order that has already been placed with a Merchant for whatever reason (the “Change”), the Customer shall contact the Merchant directly. The Merchant’s terms of sale shall govern the Change and Boutir plays no part in the Change and shall not be held liable for any claims whatsoever arising out of or in connection with the Change.
3. A Customer’s Rights To End A Contract
If the Customer wishes the terminate a contract to purchase any product or service for for reasons not limited to any defect in all or part of the goods and/or services provided (the “Termination”), he or she shall contact the Merchant directly. The Merchant’s terms of sale shall govern the Termination and Boutir plays no part in the Termination and shall not be held liable for any claims arising out of or in connection with the Termination.
4. Return of Products & Refunds
Customer has the right to return any product purchased from a Merchant but such right shall be governed by the relevant terms of the Merchant’s return and refund policy.
Customer has the right to request a refund on any product that has been returned to a Merchant but such right shall be governed by the relevant terms of the Merchant’s own return and refund policy.
Boutir does not play any role in facilitating returns, requesting refunds or intervening on Customers’ behalf regarding returns or refunds.
5. Merchant’s Use of Customer’s Personal Information
The Merchant is the information controller and processor who will collect and use any personal information that Customer provides through the Platform for purposes not limited to the following:
to supply the product and/or services to you;
to process your payment and delivery for the products and/or services; and
with your consent, to provide you information on product updates and promotions that the Merchant
Part C – Merchant’s Terms of Service
In addition to the Terms, the following additional terms shall apply to all Merchants:
1. Subscription Terms
When you initially subscribe to a Subscription Plan, you will be charged immediately for the initial term of 1 month, 1 year or 2 years at the then-current subscription fee for the applicable subscription tier. Unless you terminate your Subscription Plan, your subscription will automatically renew upon the expiry of the initial term and/or at the end of each subsequent renewal term at the then-current subscription fee.
By subscribing to the Subscription Plan, you authorise Boutir to charge the applicable recurring subscription fees through your designated billing payment method.
You will be charged in advance for the renewal term of the Subscription Plan on the applicable billing date (the “Charge Date”). The subscription fee charged on the Charge Date applies to the subscription period immediately following the Charge Date (e.g., the calendar year immediately following the Charge Date).
We may increase the price payable for any Subscription Plan, effective on the first day of a renewal term by giving you 30 days notice of the latest subscription fee before the beginning of the renewal term. If you do not cancel your subscription, you shall be deemed to have accepted the latest subscription fee for that renewal term and any subsequent renewal terms.
We may also reduce the subscription fees, with the reduction becoming effective on the next renewal term and without any pro rata reimbursement for the preceding subscription period covered by the reduced subscription fee.
You may update any of your billing information (including a change to your desired billing payment method) through your account settings or by contacting Boutir at firstname.lastname@example.org.
In the event of a dispute between the Merchant and Boutir in relation to any issues arising out of or in connection with the subscription services, Boutir shall have the full discretion to determine the issue and its decision shall be final.
You agree to pay the subscription fees applicable to your plan and any other applicable fees, including but not limited to applicable fee which is computed as a certain percentage of the sales revenue generated through your store website with us (“Monthly Maintenance Fee”), and any fees relating to your purchase or use of any other products or services offered by us from time to time (collectively the “Fees”). We will serve you the notice or invoice of the Fees applicable to you by sending to your email address or by other means authorized by you.
You may be required to keep a valid payment method on file with us to pay for all incurred and recurring Fees. Your subscription will automatically renew and you authorize us (without notice) to collect the then applicable subscription fees, using any valid payment source we have on record for you.
All late payments shall bear interest at the rate of one percent (1%) per month, calculated daily. We have the right to suspend part or all of the functions of your store website until all outstanding amounts and interests accrued thereon are paid in full.
We reserve the right to set off and apply any and all monies or credits that are owed to you against any and all of your obligations to us, whether or not your such obligations arise from these Terms or any invoices, orders, agreements or contractual relationships between you and us or any of our affiliates.
Our fees are exclusive of applicable sale, good and service taxes, fees or charges now in force or enacted in the future. All sums payable by you to us under the Terms shall be free of any deductions or withholdings.
If your applicable subscription plan charges a Monthly Maintenance Fee, the Monthly Maintenance Fee is calculated by multiplying Monthly Total Online Sales Revenue (as defined below) by a given percentage. Your applicable percentage is stated in your plan detail or the notice or invoice appearing sent to you via email or by other means in writing.
Monthly Total Online Sales Revenue is defined as the aggregate order amount of all orders placed through your store website powered by Boutir for that particular month, but excluding the following orders of which (a) the order status is “Failed” or “Expired”; or (b) the order status is “Cancelled” and the payment status is not “Paid”. For the avoidance of doubt, the “order amount” in the preceding sentence represents the gross amount paid by the buyer who places an order through your store website powered by Boutir and may include any logistics fees, shipping costs and sales taxes, if they are paid by the buyer to you under such order.
Monthly Maintenance Fee and Monthly Total Online Sale Revenue shall be computed based on the data in our system and records.
2. Fair Use Policy
In order to provide a reliable and high-quality service, Boutir has a Fair Use Policy ("FUP") in place to establish an equitable balance across Services for all Merchants. The purpose of this FUP is to prevent excessive use that may unreasonably impact the availability of the Service for other users.
The FUP applies to this Agreement in respect of the Service provided by Boutir and to the online store (website), transactions and customers created by using Boutir’s Services. Whilst Boutir undertakes to handle the website traffic on behalf of all its Merchants, if an unreasonably large amount of traffic is detected to be generated for an individual Merchant, or that automated behaviour is detected, this Fair Usage policy will apply.
Our Fair Usage for any Service with unlimited usage or without stating the usage limit is based on regular usage of 1 Merchant, determined to be 500 sms sent in a month for member registration and login, 10,000 transactions in a day. Boutir reserves the right to charge the Merchants for the additional usage after reaching the fair usage level.
Furthermore, any changes to Fair Usage can be determined by Boutir at its sole discretion and may be calculated from the online store traffic made by a Merchant and comparing this against other Merchants, or otherwise by virtue of the experience of Boutir in dealing with the Merchant's individual requirements and the conduct of their account.
If we in our sole opinion decide that your usage does not reflect the Service being subscribed to, your online store may be restricted until your next subscription cycle.
For any unreasonably high usage or sharing of login details outside of the original Merchant with the Subscription, Boutir reserves the right to block or permanently delete your account without any notice. No claim of any sort in this regard will be accepted and no refunds will be issued. By using our Service, you commit us that any of your claim/dispute in this regard raised by you or by your bank will be automatically rejected.
3. Merchant’s Additional Warranties
Merchant is solely responsible for all advertising, promotions, loyalty-based offerings made available to Customers (each an “Offer”) and all other Content including but not limited to branding, trademarks, logos, data, text, images, graphics that it posts on our Platform.
The Offer and other Content are provided and solely determined by Merchant. Merchant is solely responsible for ensuring the accuracy, reliability, integrity, quality and validity of the Offer and Content.
You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases for your Content and to grant the licenses and rights set out in the Terms and these terms that apply solely to Merchants. You are also responsible for any fees, royalties or other monies owing by reason of any Content you provide.
4. Billing authorisations for free trials
From time to time we may offer free trials for Subscription Plans. To register for a free trial, you may be required to provide an applicable billing payment method. In the event that you subscribe to the free trial, you agree to give Boutir a pre-authorisation to charge for the subscription fee that will be applicable for the Subscription Plan if you continue with the Subscription Plan after the free trial expires. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges, and Boutir will not be responsible for any results, such as an overdraft fees, that may occur with your account as a result of such authorisations.
No refund of any amount paid shall be granted under any of the following circumstances: (a) the conversion of a free trial to a paid service; (b) the collection of any fee for any active membership or other subscription service; or (c) the collection of fees or other payment for any other product or service.
5. Cancellation of a Subscription Plan
You may cancel your subscription at any time by following the instructions set forth on our Platform. Once you have cancelled your subscription, Boutir will suspend the auto-subscription fee renewal for you until and unless you re-subscribe. All of the fees paid and charges made prior to termination are non-refundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges. Your Subscription Plan will terminate on the date that is the day following your last charge cycle.
In the event that you re-subscribe while an existing Subscription Plan is active, your existing Subscription Plan will end on the original expiry date and your subscription will be extended to the new expiry date.
You agree that Boutir, in its sole discretion, without prior notice, may freeze or terminate your Subscription Plan for reasons, including but without limitation to your breach of these Terms.
Boutir may also in its sole discretion, and at any time, modify or discontinue any Subscription Plan, or any part thereof, without notice. Additionally, Merchant hereby agrees that Boutir shall not be liable to you or any third-party for any claims or direct or indirect loss arising out of or in connection with the interference with, or termination of, the Merchant’s access to the Subscription Plan.
This translation is provided for your convenience only. Each party agrees that the agreement is entered into in the English language. In the event of an inconsistency between the translation and the English version, the English version shall prevail.