LEGAL
Parlon Beauty and Wellness Technologies, Inc.

­­Merchant Partner Terms and Conditions

last modified on
August 29, 2021

­­Merchant Partner Terms and Conditions

Last modified on 8 October 2021

Parlon is a technology company which provides an online platform for Customers/Users to book and buy services provided by beauty salons and wellness centers (“you”, “your”, “yours”, or “Merchant Partners”) which utilize Parlon's platform and cloud-based Software-as-a-Service (“SaaS”) solutions.

“Parlon”,”we”, “us” or “our” refers to Parlon Beauty and Wellness Technologies, Inc. with principal business address at Unit 409 4F, 156 H.V. Dela Costa St., Salcedo Village, Makati City, Philippines.

The services published and/or sold by the Merchant Partners in any of the Parlon Channels are not in any way provided by Parlon. There is also no agency relationship between Parlon and the Merchant Partners.  Merchant Partners are solely responsible in rendering their service/s to their respective Customers. When the Merchant Partner renders its service/s, Parlon does not have a contractual relationship with the Customers of such Merchant Partner. Parlon is not responsible for the acts and/or omissions of any Merchant Partner, and any liability in relation to such service/s shall be borne by the Merchant Partner concerned. The Merchant Partner shall be fully responsible for any and all illness, injury, death, claims, damages, liabilities and costs suffered by the Customer, as the case may be, caused in whole or in part by the Merchant Partner or its service/s. Parlon makes no representation or warranties whatsoever about any Merchant Partner content or service.

By applying to be a Merchant Partner of Parlon and/or by using any of Parlon Merchant Services, you are agreeing to be bound by the following terms and conditions (“Terms”), Parlon’s Terms of Use, and Parlon’s Privacy Notice. If you do not understand or do not agree to these Terms, Parlon’s Terms of Use, or Parlon’s Privacy Notice, you must immediately cease being a Merchant Partner and must not use any of the Parlon Merchant Services.

Parlon reserves the right to revise and amend these Terms at any time by sending an email notice to the Official Representative of the Merchant Partner. We strongly advise that you regularly check these Terms published on our official website, www.parlon.ph, for any changes that may affect you. By continued use of any of Parlon Merchant Services, it is understood that you have read, agreed and accepted all these Terms and changes therein, Parlon’s Terms of Use and Parlon’s Privacy Notice.

1.   DEFINITIONS

a.   “Action” refers to acts done (confirm/cancel/reschedule) by the Merchant Partner in response to the Booking Requests placed by Customers.

b.     “Activity” refers to any actions and/or transactions by the Contacts/Customers.

c.     “Affiliates” means in relation to Parlon any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with Parlon.

d.     “Application” refers to the act of applying by Salons/Centers to be a Parlon Partner and be eligible to use Parlon Merchant Services.

e.     “Authorized Administrator/s” are Administrator/s assigned and authorized by the Merchant Partner to access and use its assigned Merchant Partner Hub.

f.      “Booking Request” is a request for an appointment/booking with a Merchant Partner placed by Customers.

g.     “BIR” stands for Bureau of Internal Revenue (Philippines).

h.    “Confirmed Bookings” refers to Booking Requests confirmed by the Merchant Partner.

i.      “Contact” refers to any person, manually added by the Merchant Partner, who is not a Parlon Registered User and is not a Customer of any Merchant Partner.

j.      “Customer” refers to any person who is seeking or may seek beauty and/or wellness services through the Parlon Channels, and/or who transacts with any of the Merchant Partners.

k.     “Coupons” refers to digital proof of discounts and/or freebies generated and issued by the Merchant Partner that can be claimed by Parlon Registered Users using the Parlon App.

l.      “DPA” refers to Philippine Data Privacy Act of 2012.

m.   “DPA IRR” refers to the implementing rules and regulations of the Philippine Data Privacy Act of 2012.

n.    “DTI” stands for Department of Trade in Industry (Philippines).

o.     “E-Vouchers” are vouchers generated and sold by the Merchant Partner that can be purchased and redeemed by Customers or their respective recipients (“Redeemer”).

p.   “E-Magazine Content” refers to content submitted by the Merchant Partner to be published on Parlon’s E-Magazine.

q.   “Free Trial” means a limited period during which Parlon grants the Merchant Partner to use some or all of the Parlon Merchant Services.

r.      “Groups” are created and set by the Merchant Partner to be composed of Contacts/Customers.

s.     “LGU” stands for Local Government Unit.

t.      “Login Details and Credentials” is a set of information, which comprise of URL, username, and password, that shall be provided by Parlon to the Merchant Partner to access the assigned Merchant Partner Hub.

u.    “Marks” collectively refers to trademarks, service marks, trade names, and logos.

v.     “Merchant Partner” refers to you, the Salon/Center, which agreed into these Terms with Parlon, to be a Merchant Partner and be eligible to use Parlon Merchant Services.

w.    “Merchant Partner Hub” is the interface assigned to the Merchant Partner that can be accessed by its Authorized Administrator/s to update its Parlon Page and to use Parlon Merchant Services.

x.     “Merchant Partner Parlon Page” is the publicly accessible profile of the Merchant Partner consisting of different information such as, but not limited to, overview, branches, operating hours, contact information, photos, promos, and Service Menu.

y.     “Monthly Service Fee” refers to the fee that a Salon/Center shall pay monthly to Parlon to be a Merchant Partner and be eligible to use Parlon Merchant Services.

z.    “National Privacy Commission” refers to Philippine government’s arm to ensure compliance of the country with international standards set for data protection.

aa. “Official Representative” refers to the person assigned by the Merchant Partner during its Application and as updated through the Merchant Partner Hub.

bb. “Official Website” refers to www.parlon.ph.

cc.  “Parlon” refers to Parlon Beauty and Wellness Technologies, Inc., a company registered in Philippines.

dd. “Parlon Apps” collectively refers to IOS and/or Android apps released and powered by Parlon.  

ee. “Parlon Channels” collectively refers to publicly accessible websites and mobile applications that are created, developed and made available by Parlon.

ff.    “Parlon Merchant Application Form” refers to the form that is required to be filled out by Salons/Centers to be a Merchant Partner and be eligible to use Parlon Merchant Services.

gg.  “Parlon Premium Services” refers to services that are not included in these Terms and are separately agreed upon by Parlon and the Merchant Partner.

hh. “Parlon Merchant Services” collectively refers to Parlon Channels, products, features, platforms, and services provided by Parlon to the Merchant Partner as set out in Section 2.

ii.     “Parlon Registered Users” refers to Customers who have successfully registered for a Parlon account using any of the Parlon Channels.  

jj.     “Pending Bookings” refers to Booking Requests that are not yet confirmed by the Merchant Partner.

kk.  “Period” refers to a 30-day range covered by a paid Monthly Service Fee.

ll.     “QR Code” stands for “Quick Response code” which is a two-dimensional image-based bar code capable of holding large amounts of information.

mm.                “SEC” stands for Security and Exchange Commission (Philippines).

nn. “Salon/Center” refers a to business that operates beauty salon/s and/or wellness center/s

oo. “Service Menu” refers to the collection of services of the Merchant Partner with its corresponding details like name, price, and description.

pp. “SaaS” stands for Software-as-a-Service.

qq. “Terms” refers to the terms and conditions between Parlon and the Merchant Partner.

rr.   “Transact” collectively refers to the act of booking, claiming, and buying by Customers in relation to Merchant Partners.

2.   PARLON MERCHANT SERVICES - To manage data and to use Parlon Merchant Services, we provide the Merchant Partners access to a Merchant Partner Hub. Subject to these Terms, we offer the following software services to the Merchant Partners:

                             a.     Booking Service to make/confirm/cancel/reschedule bookings of Contacts/Customers and potential customers of the Merchant Partner;

                             b.     Coupon Service (to be launched soon!) to generate and issue Coupons to Parlon Registered Users, to selected Groups, and/or to selected Contacts/Customers.

                              c.     Customer Relationship Management (“CRM”) Service which helps Merchant Partners in managing their Contacts/Customers.

                             d.     Electronic Voucher Service to generate and sell Electronic Vouchers that can be bought and redeemed by Contacts/Customers or their respective recipients.

                             e.     E-Magazine on which the Merchant Partners may publish articles, videos, and photos; and

                              f.     Content Management Service to update the Merchant Partner Parlon Page, which displays its branches, operating hours, contact information, photos, promos, Service Menu, and other details.

3.   MODIFICATIONS AND CHANGES TO PARLON MERCHANT SERVICES

                             a.     Parlon may delete, suspend, modify, or add any aspect or feature of Parlon Merchant Services, in whole or in part, as it sole discretion at any time.

                             b.     Deletion, suspension, modifications, or additions may be immediately effective.

                              c.     If you do not agree to the deletion, suspension, modifications, or additions, as the case may be, you must immediately terminate Parlon Merchant Services and follow the process as set out in Section 17 (Termination).

4.   PARLON PREMIUM SERVICES

a.     Parlon may offer premium services and features to the Merchant Partners.

b.     Parlon Premium Services shall be subject to separate agreements and fees.

5.   MERCHANT PARTNER APPLICATION

a.     A Merchant Partner should be a DTI/SEC registered entity which operates beauty salon/s and/or wellness centers in the Philippines (“Salon/Center”).

b.     To apply to be a Merchant Partner, the Salon/Center should take the following steps and process:

                                            a.     Complete the Parlon Merchant Application Form

                                            b.     Submit all documentary requirements such as, but not limited to:

1.    Copy of DTI/SEC Certificate of Registration

2.    Copy of BIR Certificate of Registration (BIR Form 2303)

3.    Copy of Business Permit/LGU Registration Papers

                                             c.     Accept and signify consent to these Terms, Parlon’s Privacy Notice, and Parlon’s Terms of Use.

                                            d.     Submit other information and/or documents that Parlon deems relevant to the Application.

c.     Parlon reserves the right, as its sole discretion, to reject an Application to be a Merchant Partner, with or without cause.

d.     Once the Salon/Center is onboarded as a Merchant Partner and corresponding fees are paid, Parlon shall provide the Merchant Partner with Login Details and Credentials, which will allow its Authorized Administrator/s to access its assigned Merchant Partner Hub.

e.     Parlon, as its sole discretion, may further request additional information and/or documents during and/or after the Application process.

6.   MONTHLY SERVICE FEE AND PAYMENT TERMS

a.     Monthly Service Fee – To be eligible to use Parlon Merchant Services (not including the Parlon Premium Services), the Merchant Partner shall pay a nonrefundable Monthly Service Fee. Monthly Service Fee shall be agreed upon by Parlon and the Merchant Partner before the onboarding of the Merchant Partner.

b.     To start using the Basic Parlon Merchant Services, the Merchant Partner must pay the applicable Monthly Service Fee in full. Upon payment of the first Monthly Service Fee, Parlon shall provide the Merchant Partner with Login Details and Credentials, which will allow its Authorized User/s to access its assigned Merchant Partner Hub.

c.     The Monthly Service Fee shall cover a period of 30 calendar days (“Period”).

d.     Where Parlon offers a Free Trial, the Merchant Partner understands and accepts that these Terms will fully apply. Before the lapse of the Free Trial period, the Merchant Partner must inform Parlon of its conformity to continue to be a Merchant Partner. Otherwise, upon expiration of the Free Trial, Merchant Partner status and all the Parlon Merchant Services related thereto, shall be terminated immediately and without the necessity of notice.

e.     As its own discretion, Parlon may change the applicable fees. In such case, Parlon shall inform the Merchant Partner via email thirty (30) calendar days before the implementation of the new fees. The Merchant Partner shall be given another thirty (30) calendar days to decide whether it conforms to the new fees and the renewal of Parlon Merchant Services. Parlon also reserves the right to waive or reduce the Monthly Service Fee as its sole discretion.

f.      In case the Merchant Partner wishes to cease being a Merchant Partner and terminate the use of Parlon Merchant Services, the Merchant Partner must inform Parlon in writing and follow the procedure described in Section 12 (Termination). The Merchant Partner can continue to use the Parlon Merchant Services until the end of the Period that has already been paid. Upon the end of the Period, Merchant Partner status and all Parlon Merchant Services related thereto, shall be terminated immediately.

7.   MERCHANT PARTNER HUB

a.     Merchant Partner Hub is the interface assigned to the Merchant Partner that can be accessed by its Authorized Administrator/s to update its Parlon Page and to use the Parlon Merchant Services.

b.     Subject to these Terms, Parlon grants the Merchant Partner a limited, revocable, terminable, non-exclusive, and non-transferable right to use the Merchant Partner Hub.

c.     A Merchant Partner Hub along with its Login Details and Credentials shall be assigned and be provided to the Merchant Partner.

d.     The Merchant Partner understands and accepts that Parlon has access to all parts of the Merchant Partner Hub,  

e.     The Merchant Partner shall safeguard and keep the Login Details and Credentials confidential and safely stored. The Merchant Partner is prohibited from disclosing the Login Details and Credentials to any person other than its Authorized Administrator/s who are equally aware of the Merchant Partner’s obligations to keep those Login Details and Credentials secure and confidential.

f.      The Merchant Partner shall immediately notify Parlon of any suspected security breach, improper use, or unauthorized disclosure of the Login Details and Credentials.

g.     The Merchant Partner is aware and consents that all content and information submitted through the Merchant Partner Hub shall be made public and be visible online in all Parlon Channels.

8.   DATA CONTROL AND PROCESSING

a.     For the purposes of this clause, “Personal Information”, “Personal Information Controller”, “Personal Information Processor” shall be defined and interpreted in accordance with the Philippine Data Privacy Act of 2012 (“DPA”) and its implementing rules and regulations (“DPA IRR”).

b.     A Customer can transact with multiple Merchant Partners. A Customer transacts with a Merchant Partner when he or she does any of the following through any of the Parlon Channels:

                                            a.     Book service/s offered by the Merchant Partner (“Book”)

                                            b.     Claim Coupon/s offered by the Merchant Partner (“Claim”)

                                             c.     Buy Electronic Voucher/s offered by the Merchant Partner (“Buy”)

c.     For the purposes of adhering to privacy principles and compliance with the DPA and DPA IRR, Parlon and the Merchant Partner each acknowledge that:

                                            a.     Parlon and the Merchant Partner are responsible for its own compliance with the DPA and DPA IRR, and other laws which may be applicable.

                                            b.     Parlon is an independent Personal Information Controller in respect of all Personal Information that it processes in the course of providing Parlon Merchant Services for the Merchant Partners and when the Customer transacts with the Merchant Partner.

                                             c.     In respect to the Personal Information managed through the assigned Merchant Partner Hub to the Merchant Partner, the Merchant Partner is a Personal Information Controller. The Merchant Partner is a Personal Information Controller of the Personal Information that it manually adds through the Merchant Partner Hub and/or Personal Information it receives when a Customers transacts with the Merchant Partner through the Parlon Channels. Through the Merchant Partner Hub, Personal Information is added for processing by Parlon when any of the following instances occur: (1) The Merchant Partner adds a Contact/Customer (2) The Merchant Partner manually creates a booking for a Customer (3) Customer transacts with the Merchant Partner. In such case, Parlon is merely a Personal Information Processor which provides SaaS solutions for the Merchant Partner.

                                            d.     When manually adding Personal Information through the Merchant Partner Hub, the Merchant Partner undertakes and warrants that it has procured all authorizations, consents, approvals necessary for third-party, such as Parlon, to use and process the Personal Information according to the applicable laws and regulations.

                                            e.     The Merchant Partner irrevocably and unconditionally agrees and consents to the processing of Personal Information as set out in Parlon’s Privacy Notice published on our official website, www.parlon.ph which may be updated from time to time.

d.     The Merchant Partner undertakes and warrants that it will only use and process the Personal Information of Customers for the following purposes:

                                            a.     To provide and render its services to the Customers;

                                            b.     To facilitate Booking Requests;

                                             c.     To facilitate the issuance and redemption of Coupons;

                                            d.     To facilitate the selling and redemption of Electronic Vouchers; and

                                            e.     Other purposes which are relevant to the aforementioned purposes.

e.     The Merchant Partner understands and accepts that:

                                            a.     In fulfillment of functions or services by third-party providers contracted by Parlon (“Third-party”), it is necessary that Parlon may provide Personal Information to our suppliers, consultants, marketing partners, and other service providers or strategics partners.

                                            b.     Parlon uses Third-party to provide the hardware, software, networking, cloud services, storage and related technology to store data;

                                             c.     Parlon has and is entitled to have full access to all data provided directly by the Merchant Partner and/or Customers or generated through any Merchant Partner’s and/or Customers’ use of Parlon Channels.

f.      The Merchant Partner must ensure that it takes all reasonable steps to ensure the reliability, cooperation, and commitment of its Authorized Administrator/s, Official Representative/s, personnel, employees, suppliers, consultants, marketing, partners, strategic partners, and other service providers in complying with this clause, the DPA, DPA IRR, and other laws which may be applicable.

g.     In case of any privacy violation or personal data breach, the Merchant Partner must promptly notify Parlon within twenty-four (24) hours of becoming aware of such violation or breach.  The Merchant Partner shall fully cooperate with Parlon in investigating the violation or mitigating the effects thereof.

h.    In the event that either party receives notice from the National Privacy Commission (“NPC”) or other government body which relates to these Terms or the relationship between Parlon and the Merchant Partner, the party who received such notice shall promptly notify the other party unless prohibited by law.

9.   MERCHANT PARTNER PARLON PAGE

a.     Customers Transact with the Merchant Partner through its Parlon Page.

b.     The Merchant Partner can update and manage its Parlon Page on its own through the Content Management Service accessible through the Merchant Partner Hub.

c.     The Merchant Partner Parlon Page, which is public and visible online in all Parlon Channels, shall contain all content and information provided by the Merchant Partner through the Merchant Partner Hub or through other digital or manual means. Parlon reserves the right to correct any errors, inaccuracies, or omissions.

d.     The Merchant Partner undertakes and warrants that all content and information that shall be provided is true, accurate, current, complete, and not misleading and that the Merchant Partner will update its content and information as and when necessary in order to keep it accurate. If any information is found to be incorrect based on fraud or misrepresentation of the Merchant Partner, Parlon reserves the right to revoke the Merchant Partner Status and all Parlon Merchant Services related thereto and hold Merchant Partner liable for damages as a result of the fraud or misrepresentation.

10. BOOKING MANAGEMENT

a.     Customer may place a Booking Request through the Parlon Page of the Merchant Partner that he or she is interested to book an appointment with. To place a Booking Request, Customer must select branch, date, time, and service/s from the Service Menu provided by the Merchant Partner.

b.     The available dates and timeslots depend on the preferences set by the Merchant Partner. The Merchant Partner may set the following through the Merchant Partner Hub:

                                            a.     Blocked dates

                                            b.     Earliest booking time

                                             c.     Latest booking time

                                            d.     Number of days a Customer can book in advance

                                            e.     Booking start date

c.     A timeslot will automatically be blocked and become unavailable when a timeslot reaches the maximum confirmed bookings per timeslot as set by the Merchant Partner through the Merchant Partner Hub.

d.     To finalize the Booking Request, Customer must either register to Parlon or book as guest. The following information are required when placing a Booking Request:

                                            a.     First Name

                                            b.     Last Name

                                             c.     Mobile Number

                                            d.     Email

e.     Within a reasonable time, the Merchant Partner must confirm/cancel/reschedule (“Action”) the Booking Request through the Merchant Partner Hub. Until an Action is made by the Merchant Partner, the Booking Request is placed under Pending Bookings on the Merchant Partner Hub.

f.      The Merchant Partner shall ensure that all Pending Bookings be acted upon within a reasonable time.

g.     Customer will automatically receive an email depending on the Action done by the Merchant Partner.

h.    All confirmed/rescheduled bookings are placed under Confirmed Bookings on the Merchant Partner Hub. Notwithstanding, the Merchant Partner may still cancel or reschedule Confirmed Bookings through the Merchant Partner Hub.

i.      Both the Merchant Partner and Customer shall receive notifications via email when a Booking Request is placed and when every time an Action was done by the Merchant Partner or the Customer.  All notifications for the Merchant Partner shall be sent to the receiving email set by the Merchant Partner through the Merchant Partner Hub. Parlon shall not be held liable in the event a notification is not sent to or received by the Merchant Partner or Customer.

j.      Parlon is solely a SaaS solutions provider. The Merchant Partner is fully responsible for handling the confirming, rescheduling, or cancellation of all Booking Requests. The Merchant Partner shall do the necessary counterchecking and verification whether the Booking Request and the modifications thereto can be accommodated.

k.     The Merchant Partner shall directly coordinate with Customer in counterchecking and verifying the Booking Request. Parlon does not in any way represent the decisions and actions of either the Customer or the Merchant Partner. Parlon is neither responsible nor liable for no-shows, non-appearance, non-payment, or any other action of Customer.

l.      When the Merchant Partner renders its service/s, Parlon does not have a contractual relationship with the Customers of such Merchant Partner. All payments are made directly to the Merchant Partner and no fees of any kind were required from Customer when placing a Booking Request.

11. ELECTRONIC VOUCHER (“E-VOUCHER”) SERVICE

a.     Through the E-Voucher Service, the Merchant Partner can sell E-Vouchers that represent their deal/s or service/s. E-Vouchers shall be made available through the Parlon Channels.

b.     Merchant Partners may submit an offer to sell an E-Voucher through the Merchant Partner Hub. When submitting an E-Voucher, the Merchant Partner must provide E-Voucher information such as, but not limited to:

                                            a.     Deal Title

                                            b.     Original Price in Philippine Peso (“PHP”)

                                             c.     Discount Percentage or Discount Value in PHP

                                            d.     Description

                                            e.     Merchant Partner Additional Terms

                                             f.     Validity Period

                                            g.     Quantity

c.     All published prices shall be indicated in Philippine Peso (“PHP”) on all Parlon Channels, and all purchases made on any of the Parlon Channels shall likewise be charged in PHP.

d.     E-Vouchers are subject to approval by Parlon before E-Vouchers are published and made available in the Parlon Channels. The Merchant Partner understands and accepts that E-Voucher/s may be rejected by Parlon as its sole discretion, with or without cause.    

e.   An E-Voucher that is published and made available in the Parlon Channels is strictly final and can neither be deleted nor modified by the Merchant Partner.

f.      Users may purchase E-Vouchers offered by the Merchant Partners through the Parlon Channels.  

g.     To purchase an E-Voucher, User must select the E-Voucher he/she wishes to buy, select the branch of the Merchant Partner where he/she wishes the E-Voucher to be redeemed, complete the transaction by filling all the required fields, and pay the total amount.

h.    An E-Voucher may only be redeemed by the person whose name appears on the E-Voucher (“Redeemer”).

i.      A User may purchase an E-voucher  for himself/herself or for someone else. When purchasing an E-Voucher for someone else, User will be asked to provide Parlon with the Redeemer’s Personal Information. By providing the Redeemer’s Personal Information, User represents and warrants that he/she has obtained Redeemer’s consent for Redeemer’s Personal Information to be collected, used, and disclosed as set out in Parlon’s Privacy Policy.

j.     We accept online payments via our payment gateway service provider, 2C2P Philippines, Inc./ 2C2P Pte Ltd (“2C2P”). We request credit/debit card, e-wallet, or other alternative payment method information (“Payment Information”). We do not store or maintain Payment Information. Payment Information are stored and maintained by 2C2P, a Payment Card Industry Data Security Standard (“PCI DSS”) Level 1 Services Provider. PCI DSS is a set of security standards designed to ensure that all companies that accept, process, store or transmit credit card information maintain a secure environment.

k.     After successful purchase, E-Voucher with its respective E-Voucher Code will be generated and sent to the entered email address. Selected branch and all information submitted are final and cannot be changed after successful purchase.

l.      All E-Voucher purchases are final. E-Vouchers are strictly non-refundable, non-transferable, and cannot be converted to cash.

m.   Subject to these Terms, Parlon’s Terms of Use, Merchant Partner Additional Terms, and without any additional conditions and payment, the Merchant Partner is obligated to honor all the validly issued and generated E-Vouchers. An E-Voucher can only be redeemed within the Validity Period indicated on the E-Voucher.

n.    The respective Official Receipt of the E-Voucher shall be issued by the Merchant Partner concerned to the Redeemer.

o.     Redemption of Vouchers

                                            a.     Subject to Parlon’s Terms of Use, Parlon’s Privacy Notice, and Merchant Partner Additional Terms, Redeemer may redeem the E-Voucher within the Validity Perioid indicated therein by presenting the E-Voucher and a valid government-issued ID.

                                            b.     Through the Merchant Partner Hub, Merchant Partners may monitor the sales of their respective E-Vouchers and all transactions details pertinent to the E-Vouchers.

                                             c.     Based on the E-Voucher Code printed on the E-Voucher, Merchant Partner may validate the E-Voucher through the Merchant Partner Hub.

                                            d.     It is the sole responsibility of the Merchant Partner to properly tag and check whether a Redeemer has already redeemed the E-Voucher.

                                            e.     When an E-Voucher is redeemed, Merchant Partners must update the status of such E-Voucher on the Merchant Partner Hub.

p.     Merchant Partner Payout

                                            a.     On behalf of the Merchant Parnter, Parlon shall receive the payments for its respective E-Voucher/s (“E-Voucher Payments”).

                                            b.     Transaction Fees – Parlon shall be entitled to Transaction Fees for the E-Voucher sales made through any of the Parlon Channels. Transaction Fees shall be computed based on a Revenue Share Percentage which shall be agreed upon by Parlon and the Merchant Partner. To compute the Transaction Fees, E-Voucher Payments shall be multiplied with the Revenue Share Percentage.

                                             c.     To deduct the total Payout that will be remitted to the Merchant Partner, Parlon shall deduct the Transaction Fees from the E-Voucher Payments (“Payout”).

                                            d.     Every two (2) weeks, Parlon shall remit the Payout to the Merchant Partner.

                                            e.     Parlon shall electronically remit the payment to the Elected Bank Account of the Merchant Partner. Merchant Partner warrants the validity of the Elected Bank Account.

                                             f.     Once Payout is remitted to the Merchant Partner, Parlon shall issue an Official Receipt for the Transaction Fees to the Merchant Partner.

q.     Promo/Discount Codes

                                            a.     From time to time, Parlon may run marketing and promotional campaigns which offer promo/discount codes (“Promo Codes”) to be used on selected Parlon Channels. Promo Codes are subject to validity periods and rules, such as but not limited to, maximum usage, Merchant Partner restrictions, and minimum spend. Additional terms and conditions may apply to the application of Promo Codes.

                                            b.     Parlon reserves the right to void, discontinue or reject the use of any Promo Code without prior notice.

12. CUSTOMER RELATIONSHIP MANAGEMENT

a.     Contact/Customer records in the Merchant Partner Hub can be managed and be added in two ways:

                                            a.     When a Customer transacts with the Merchant Partner, Customer will automatically be added to the records in the Merchant Partner Hub.

                                            b.     The Merchant Partner may also manually add Contacts/Customers to the records in the Merchant Partner Hub.

b.     The Merchant Partner may also create and set Groups that is composed of Contacts/Customers.

c.     A Contact/Customer will have a profile in the Merchant Partner Hub. On its profile, the Merchant Partner will have an overview of the details, transactions, and activities of a Contact/Customer.

d.     If the Contact/Customer is a Parlon Registered User, the Merchant Partner will not be able to edit some information of the Contact/Customer such as, but not limited to:

                                            a.     First Name

                                            b.     Last Name

                                             c.     Birthday

                                            d.     Mobile Number

                                            e.     Email

                                             f.     Instagram  

13. E-MAGAZINE

a.     Subject to these Terms and approval of Parlon, the Merchant Partner may publish content that will be made available through the Parlon Channels (“E-Magazine Content).

b.     E-Magazine Content may contain articles, photos, embedded videos.  

c.     Through the Merchant Partner Hub, the Merchant Partner may submit content for Parlon’s approval. The Merchant Partner understands and accepts that content may be rejected by Parlon as its sole discretion, with or without cause.

d.     When the Merchant Partner edits the E-Magazine Content, the E-Magazine Content shall be subjected again to Parlon’s approval.

e.     Parlon reserves the right, as its sole discretion, to delete E-Magazine Content.

f.      The E-Magazine Content may be shared by Customers using their social media and other messaging applications.

g.     The Merchant Partner shall be identified as Author of the E-Magazine Content. All opinions, statements, advice, offers, or other information contained in the E-Magazine Content are made solely by the Merchant Partner. The Merchant Partner shall be liable for any complaints or damage caused by the published E-Magazine Content.

h.    The Merchant Partner undertakes and warrants that it has full copyright, permission, and/or license, for any purpose, to publish and display its content of any form (articles, photos, videos, etc.) on platforms like Parlon. In case content include persons/s, the Merchant Partner ensures that all necessary consents and permissions were obtained from the person/s concerned.

i.      E-Magazine Content must not be defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, harassing, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to nudity, pornographic, indecent or sexually explicit material of any kind, as determined by Parlon’s discretion;

j.      The Merchant Partner must strictly follow the Merchant Partner Obligations as set out in Section 14 and Usage of Parlon Merchant Services as set out in Section 15.

k.     The Merchant Partner shall indemnify and hold Parlon and/or its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Parlon and/or its Affiliates arising out of or in connection with the E-Magazine Content published by the Merchant Partner.

14. MERCHANT PARTNER OBLIGATIONS

a.     The Merchant Partner agrees to pay the Monthly Service Fee through any of the payment methods set forth by Parlon at the time of Application or as otherwise instructed and communicated to the Merchant Partner.

b.     The Merchant Partner is responsible for ensuring that all content and information it publishes or provides to Parlon is true, accurate, current, complete, and not misleading. The Merchant Partner must promptly update any information as required.

c.     The Merchant Partner is responsible for ensuring that it has full copyright, permission, and/or license, for any purpose, to publish and display its content of any form (articles, photos, videos, etc.) on platforms like Parlon. In case content include persons/s, the Merchant Partner ensures that all necessary consents and permissions were obtained from the person/s concerned.

d.     The Merchant Partner is responsible for its own compliance with the DPA, DPA IRR, and other laws which may be applicable.

e.     The Merchant Partner is solely responsible for the regular updating of its available dates and timeslots to show the current, accurate, and most up-to-date blocked dates and availability for Booking Requests.

f.      Within a reasonable time, the Merchant Partner must confirm/cancel/reschedule (“Action”) the Booking Request through the Merchant Partner Hub.

g.     Subject to the parameters set by the Merchant Partner through the Merchant Partner Hub and without any additional conditions and payment, the Merchant Partner shall honor all the coupons it issued through the Coupon Service.

h.    The Merchant Partner undertakes and warrants that all content and information that the Merchant Partner provides to Parlon is lawful, not defamatory, not threatening, and not pornographic.

i.      The Merchant Partner shall be directly responsible for the acts and omission of its Authorized Administrator/s, Official Representative/s, personnel, employees, suppliers, consultants, marketing, partners, strategic partners, and other service providers.

15. USAGE OF PARLON MERCHANT SERVICES

a.     The Merchant Partner agrees that the use of Parlon Merchant Services is at Merchant’s sole risk. The Parlon Merchant Services are provided on an “as is” and “as available” basis. Parlon does not make any other express or implied warranties under these Terms.

b.     Subject to these Terms, Parlon grants the Merchant Partner a limited, revocable, terminable, non-exclusive, and non-transferable right to use the Parlon Merchant Services (not including the Parlon Premium Services).  

c.     The Merchant Partner shall use the Parlon Merchant Services in accordance with these Terms solely for Merchant’s own business purposes; and for lawful purposes and in accordance with the DPA, DPA IRR, and other laws which may be applicable.

d.     The Merchant Partner and its Authorized Administrator/s shall not make any unauthorized use of Parlon Merchant Services including but not limited to the following:

                                            a.     To collect and/or input “Sensitive Personal Information,” such as ethnicity, race, marital status, color, political affiliations, or religious affiliations;

                                            b.     To collect and/or input Personal Information of minors;

                                             c.     To provide or publish any content or information that facilitates, promotes or endorses scam, false and/or misleading information or illegal activities;

                                            d.     To provide or publish or submit any inaccurate, incomplete, misleading, false, or outdated content or information;

                                            e.     To share with a third-party Login Details and Credentials used for the assigned Merchant Partner Hub;

                                             f.     To use the Parlon Merchant Services for any unlawful purpose or illegal activity;

                                            g.     To provide or publish any content or information that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, harassing, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to nudity, pornographic, indecent or sexually explicit material of any kind, as determined by Parlon’s discretion;

                                            h.     To transmit, publish, distribute, store or destroy content or information in the Parlon Channels, Merchant Partner Hub, and Parlon Merchant Services, in violation of any applicable law or regulation, and/or in breach of the Terms, Parlon’s Privacy Notice, or Parlon’s Terms of Use.  

                                              i.     To violate or attempt to violate the security of the Parlon Channels,  Merchant Partner Hub, or Parlon Merchant Services;

                                              j.     To reverse engineer or decompile any part of the Parlon Channels,  Merchant Partner Hub, or Parlon Merchant Services;

                                             k.     To use any automated system or tools to extract, scrape, spider, resell, copy, reproduce or modify any data from the Parlon Channels, Merchant Partner Hub, or Parlon Merchant Services;

                                              l.     To aggregate, copy, reproduce, or duplicate in any matter any content or information, other than as permitted by Parlon; and

                                          m.     To misuse the Parlon Merchant Services which may impair the functionality of the Parlon Channels and the Merchant Partner Hub or impair the ability of any Customers or other Merchant Partners to use Parlon Merchant Services;

16. SERVICES AVAILABILITY

a.     To use the Merchant Partner Hub and Parlon Channels, the Merchant Partner must use a smartphone, tablet, computer or other electronic device (“Device”) with the latest version of any of the following internet browsers:

                                            a.     Apple Safari

                                            b.     Google Chrome

                                             c.     Mozilla Firefox

                                            d.     Microsoft Edge

b.     Internet connection is required for Parlon Merchant Services to work on Device. Parlon is not responsible for the quality and security of such internet connection.

c.     Parlon has no obligation to maintain or update Parlon Merchant Services or to continue producing or releasing new versions and features of Parlon Merchant Services.

d.     Parlon may change, modify, suspend, or discontinue all or any part of Parlon Merchant Services at any time, with or without reason.

e.     Parlon shall make reasonable efforts to keep all Parlon Merchant Services available at all times, except for:

                                            a.     scheduled downtime; and

                                            b.     any unavailability caused by fortuitous events or circumstances beyond Parlon’s control, including but not limited to, acts of God, acts of government, earthquake, typhoon, flood, fire, civil disturbance, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or other unforeseen event of which the happening and consequences cannot be prevented or avoided.

f.      The Merchant Partner acknowledges that Parlon Merchant Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Parlon shall not be responsible to the Merchant Partner or others for any such interruptions, errors, or problems or an outright discontinuance of Parlon Merchant Services.

g.     Parlon will take reasonable physical, technical, and organizational measures to prevent against unauthorized or unlawful processing of personal data and against accidental loss, destruction of or damage to personal data. However, Parlon cannot warrant that Parlon Merchant Services will be free of viruses or other malicious code and Parlon shall have no liability for any loss or damage caused from the transmission of such code.

17. TERMINATION

a.     Parlon Merchant Services may be terminated at any time by both Parlon and the Merchant Partner.

b.     If the Merchant Partner wishes to cease being a Merchant Partner and terminate the use of Parlon Merchant Services, the Merchant Partner shall submit to Parlon via email a termination request signed by its Official Representative. No termination will be processed until termination confirmation has been given by Parlon to the Merchant Partner.

c.     The Merchant Partner can continue to use the Parlon Merchant Services until the end of the Period that has already been paid. Upon the end of the Period, Merchant Partner status and all Parlon Merchant Services related thereto, shall be terminated immediately.

d.     All Parlon Merchant Services pertaining to the Merchant Partner shall be terminated. The termination shall result to the revocation of license to use and deactivation of access to the Merchant Partner Hub. Merchant Partner’s Parlon Page shall also be removed from all Parlon Channels.

e.     Prior to termination, it is recommended that the Merchant Partner should make a copy of all their data. Parlon does not guarantee that the content and information provided by the Merchant Partner can be produced to the Merchant Partner once termination is processed. Furthermore, Parlon reserves the right, subject to the applicable laws and regulations, to delete all content and information related to the Merchant Partner.

f.      Parlon reserves the right to terminate the use of Parlon Merchant Services of any Merchant Partner that violates any clause of these Terms, or for any reason, makes a misrepresentation of facts or otherwise, misleads Parlon in the nature of their business activities, regardless of any payment made by the Merchant Partner to Parlon. In case of such termination, said payment shall be considered forfeited in favor of Parlon.

18. COMMUNICATION, NOTICE, OFFICIAL REPRESENTATIVE, AND ASSIGNMENT

a.     Parlon will communicate with you primarily by email. When you apply to be a Merchant Partner, you consent to receive electronically in all forms (e.g. SMS, email) any communications related to Parlon, your Application, and/or being a Merchant Partner. We may send you newsletters, alerts, updates, greetings, notifications, invitations, and promotional materials.

b.   Each notice, demand or other communication which is required to be served by in writing to the Merchant Partner shall be sufficiently served and deemed delivered if sent to the email address you provide  through the Merchant Partner Hub.

c.   The Merchant Partner undertakes and warrants that the assigned Official Representative provided during its Application and as updated through the Merchant Partner Hub has full power and authority to enter into an agreement with Parlon and represent the Merchant Partner. In the event of a change of Official Representative, the Merchant Partner must inform the new Official Representative of these Terms and duly provide Parlon the contact information and details of the new Official Representative.

d.   The Merchant Partner is prohibited to assign, transfer, sell, sub-contract its Merchant Partner Status and all Parlon Merchant Services related thereto.

19. CONFIDENTIALITY

a.     Both Parlon and the Merchant Partner acknowledge that, whether by virtue of being a Merchant Partner and in the course of using Parlon Merchant Services, they may receive or otherwise become aware of Confidential Information.

b.     Confidential Information include marketing plans, strategic plans, campaigns, customers, methodologies, contacts, business plans, finances, technology, sales plans, research, processes, and software.

c.     Confidential Information does not include information that is:

                                            a.     generally or publicly known information;

                                            b.     already in possession of or known by the receiving party prior to disclosure of the other party; or

                                             c.     lawfully received by the recipient from a third party on an unrestricted basis.

d.     Both Parlon and the Merchant Partner undertake to always maintain the confidentiality of Confidential Information and to keep all Confidential Information secure and protected against theft, damage, loss, or unauthorized access.

e.     This Confidentiality Clause shall survive the cessation of being a Merchant Partner and termination of Parlon Merchant Services.

20. INTELLECTUAL PROPERTY

a.     The Merchant Partner grants Parlon a non-exclusive, transferable, royalty-free, worldwide right and license to use, make derivative works of, reproduce, communicate, and make available all content and information provided by the Merchant Partner for all Parlon Channels, Parlon’s social media pages, and for any purposes which are necessary for Parlon or required by Parlon to exercise its rights and perform its obligations under these Terms, and for any other reason, including but not limited to, search engine optimization, off-site channels, marketing, advertising, press releases, commercial or editorial purposes.

b.     The Merchant Partner also hereby grants Parlon the rights and license to use its trademarks, service marks, trade names, logos (“Marks”) on all Parlon Channels, Parlon’s social media pages, and for any purposes which are necessary for Parlon or required by Parlon to exercise its rights and perform its obligations under these Terms, and for any other reason, including but not limited to, search engine optimization, off-site channels, marketing, advertising, press releases, commercial or editorial purposes.

c.     Subject to these Terms, Parlon grants the Merchant Partner a non-exclusive, non-transferable, royalty-free, revocable limited right and license to use Parlon Marks solely for the purpose of receiving Parlon Merchant Services and promotion of Parlon and the Merchant Partner and its services.  No other rights are granted to the Merchant Partner with respect to the Parlon’s intellectual property rights other than those rights granted explicitly in these Terms,

d.     Except for content and information provided by the Merchant Partner, all rights to the Merchant Partner Hub, Parlon Channels and the content on it and all other content intellectual property rights belonging to or licensed to Parlon, remain vested in Parlon at all times.

e.     The Merchant Partner Hub and Parlon Channels shall contain Parlon Marks.

21. FORCE MAJEURE

a.     Parlon shall not, under any circumstances, be liable to the Merchant Partner for failure to perform or a delay in the performance of its obligations under these Terms, if the performance of such obligation is prevented, restricted, or interfered with by an event of Force Majeure, including but not limited to acts of God, acts of government, earthquake, typhoon, flood, fire, civil disturbance, acts of terror, strikes or other labor problems, internet service provider failures or delays, or other unforeseen event of which the happening and consequences cannot be prevented or avoided.  

b.     Upon the occurrence of any Force Majeure, Parlon may, at its option, fully or partially suspend performance of its obligations hereunder while such event or circumstance continues.

22. LIMITIATION OF LIABILITY

a.     In the event of any action that the Merchant Partner may file against Parlon, the Merchant Partner agrees that Parlon’s liability to you for direct damages for any claim related to any of the foregoing shall in no event exceed the amount which you have paid to Parlon in conjunction with the Parlon Merchant Service under which such claim first arose.

b.     Under no circumstances shall Parlon be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Parlon Merchant Services.

23. INDEMNIFICATION

a.     Parlon shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of the Merchant Partner, its Affiliates, Authorized Administrators, Official Representatives, officers, directors, agents, or employees in connection with the performance of any obligation of the Merchant Partner under these Terms. Further, the Merchant Partner shall indemnify, defend and hold Parlon, its affiliates, officers, directors, employees, agents, suppliers, free and harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to:

                                            a.     Any actual or alleged violation or inaccuracy of any representation or warranty of the Merchant Partner in these Terms;

                                            b.     Any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by Parlon of the Merchant Partner Marks as contemplated by these Terms;

                                             c.     Any negligent act or omission or willful misconduct of the Merchant Partner or its directors, officers, employees, agents or assigns in connection with the entry into or performance of these Terms; and

                                            d.     Any use or disclosure by the Merchant Partner of the Customer/Contacts data in a manner not in accordance with these Terms and any applicable laws and regulations.

24. SEVERABILITY

a.     These Terms shall constitute the entire agreement between Parlon and the Merchant Partner concerning your use of Parlon Merchant Services.

b.     In case one or more of these Terms shall be declared void, invalid, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining Terms shall not in any way be affected or impaired thereby.

25. NON-WAIVER OF RIGHTS

a.     Any failure, omission, or delay by either Parlon or the Merchant Partner to exercise any right or remedy under these Terms or to insist upon observance or performance by the other of these Terms shall not operate or be constructed as a waiver thereof.

26. GOVERNING LAW, EXCLUSIVE JURISDICTION, AND DISPUTE RESOLUTION

a.     These Terms and any disputes hereunder shall be governed by and construed in accordance with the laws of the Philippines.

b.     The Parties shall first discuss and attempt to resolve amicably any dispute arising out of or in relation to these Terms.

c.     Any such dispute not resolved amicably shall be subject to the exclusive jurisdiction of the courts of Metro Manila, Philippines, to the exclusion of all other courts.

27. FEEDBACK ON THESE TERMS AND CONTACTING US

a.     If you wish to contact us regarding any questions or comments you may have, please send an email to onboard@parlon.ph.