Terms and Conditions
Digital Wallet Pass Platform Service Agreement
Last Updated: 01 July 2026
PREAMBLE
These Terms and Conditions (“Terms”) govern the use of ShopOPx Sdn Bhd (“Platform”), a Software-as-a-Service (SaaS) solution that enables merchants (“Merchant” or “Client”) to generate, issue, distribute, and manage digital wallet passes for Apple Wallet and Google Wallet. By accessing or using the Platform, the Merchant agrees to be bound by these Terms in their entirety.
1. AUTHORIZATION AND APPOINTMENT OF AGENT
The Merchant hereby appoints ShopOPx Sdn Bhd (“Platform”) as its authorized technical agent for the express purpose of generating, issuing, distributing, and managing digital wallet passes (including, but not limited to, Apple Wallet and Google Wallet passes) on the Merchant’s behalf.
The Platform acts solely as a technical service provider and does not assume any business, commercial, or operational responsibility for the Merchant’s pass programs, customer relationships, or redemption obligations. The Merchant remains the sole entity responsible for all customer-facing aspects of its pass programs.
2. SHARED CERTIFICATE ACKNOWLEDGMENT AND RISK ASSUMPTION
2.1 Shared Infrastructure Model
The Merchant acknowledges that the Platform may utilize a shared Developer Certificate, Pass Type ID, or Issuer ID owned by the Platform to issue these passes. The Merchant understands that this shared infrastructure is subject to the strict Terms and Conditions of third-party ecosystem providers (e.g., Apple Inc. and Google LLC).
2.2 Risk Acceptance
The Merchant accepts all risks associated with this shared model, including but not limited to:
- Third-party providers may suspend, revoke, or terminate the shared certificate at any time, which would render the Merchant’s passes immediately inoperable;
- The actions or non-compliance of other merchants using the shared certificate may impact the Merchant’s pass delivery and functionality;
- The Merchant has no control over the shared certificate management and must rely entirely on the Platform’s stewardship;
- Changes to third-party provider policies may affect pass functionality without advance notice.
2.3 No Guarantee of Availability
The Platform makes no warranty that the shared certificate will remain active, valid, or operational at any time. The Merchant acknowledges that the Platform cannot guarantee uninterrupted service and accepts the inherent risks of shared infrastructure.
3. CONTENT LIABILITY AND COMPLIANCE
3.1 Merchant Ownership and Responsibility
The Merchant retains sole ownership and liability for all data, branding, trademarks, offers, terms of use, and customer information associated with their digital passes. This includes but is not limited to:
- Pass design, copy, and visual elements;
- Promotional terms, conditions, and redemption policies;
- Customer data and personal information contained within passes;
- Compliance with all applicable laws and regulations in jurisdictions where passes are distributed.
3.2 Warranties and Compliance Obligations
The Merchant warrants and represents that:
- No pass generated on their behalf will violate applicable laws, regulations, or statutes;
- All passes comply with the Acceptable Use Guidelines of Apple Inc. and Google LLC;
- Passes do not promote, facilitate, or encourage illegal goods, services, or activities;
- Passes do not contain fraudulent, deceptive, or misleading information;
- Passes do not promote hate speech, discrimination, violence, or harassment;
- Passes do not violate intellectual property rights of third parties;
- Passes comply with all anti-money laundering (AML) and know-your-customer (KYC) requirements applicable to the Merchant’s jurisdiction;
- The Merchant has obtained all necessary consents, permissions, and licenses required to operate its pass program.
3.3 Ongoing Compliance
The Merchant agrees to monitor and maintain compliance with these standards throughout the duration of the pass program and to promptly notify the Platform of any changes that may affect compliance.
4. RIGHT TO SUSPEND OR TERMINATE
4.1 Immediate Suspension Rights
The Platform reserves the absolute right to immediately disable, recall, delete, or suspend any of the Merchant’s digital passes without prior notice if the Platform reasonably believes:
- The passes violate third-party guidelines (Apple, Google, or other ecosystem providers);
- The passes put the Platform’s developer accounts at risk of suspension, revocation, or termination;
- The passes violate applicable laws or regulations;
- The passes breach these Terms and Conditions;
- The passes pose a security, fraud, or reputational risk to the Platform.
4.2 Account Termination
The Platform may, at its sole discretion, terminate the Merchant’s account and access to the Platform if:
- The Merchant repeatedly violates these Terms;
- The Merchant’s conduct poses a material risk to the Platform’s operations or reputation;
- The Merchant fails to cure a material breach within 30 days of written notice;
- The Merchant’s account is used for illegal or fraudulent purposes.
4.3 No Liability for Suspension
The Platform shall have no liability to the Merchant for any suspension, termination, or deletion of passes or accounts, including any resulting business losses, revenue loss, or customer dissatisfaction.
5. INDEMNIFICATION
5.1 Merchant Indemnification Obligation
The Merchant agrees to indemnify, defend, and hold harmless the Platform, its parent company, subsidiaries, affiliates, directors, officers, employees, agents, and licensors (collectively, “Platform Parties”) from any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising directly or indirectly from:
- The Merchant’s use of the Platform or digital passes;
- The content, data, or information contained within the Merchant’s passes;
- The Merchant’s failure to honor the terms, conditions, or promises made to end-users through the passes;
- The Merchant’s violation of these Terms and Conditions;
- The Merchant’s violation of applicable laws, regulations, or third-party rights;
- The revocation of the Platform’s Apple Developer Account, Google Issuer Account, or other developer credentials due to the Merchant’s actions or non-compliance;
- Any customer disputes, chargebacks, or complaints related to the Merchant’s pass program;
- The Merchant’s breach of representations and warranties contained in these Terms.
5.2 Defense and Settlement
The Merchant shall not settle any claim subject to indemnification without the Platform’s prior written consent. The Platform shall have the right to participate in the defense of any such claim at the Merchant’s expense.
6. LIMITATION OF LIABILITY
6.1 Disclaimer of Warranties
The platform provides the service on an “as-is” and “as-available” basis. The platform makes no warranties, express or implied, including but not limited to:
- Merchantability;
- Fitness for a particular purpose;
- Non-infringement;
- Uninterrupted service or error-free operation;
- Security or data protection;
- That passes will function on all devices or operating systems.
6.2 Limitation of Damages
Except as required by law, in no event shall the platform be liable for:
- Indirect, incidental, special, consequential, or punitive damages;
- Loss of revenue, profits, data, or business opportunity;
- Customer dissatisfaction or loss of customer relationships;
- Costs of substitute goods or services;
- Any damages arising from suspension or termination of passes or accounts.
6.3 liability cap
The platform’s total liability to the merchant for any claim arising under these terms shall not exceed the total fees paid by the merchant to the platform in the 12 months preceding the claim, or $100 usd, whichever is greater.
7. DATA PRIVACY AND SECURITY
7.1 Data Processing
The Merchant acknowledges that the Platform will process customer data contained within passes (including but not limited to names, contact information, and transaction history). The Merchant represents that it has obtained all necessary consents from end-users for this processing.
7.2 Data Protection Compliance
The Merchant agrees to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), Personal Data Protection Ordinance (PDPO) in Hong Kong, and other relevant regulations. The Merchant shall:
- Obtain explicit consent from end-users before including their personal data in passes;
- Provide clear privacy notices to end-users regarding data collection and use;
- Implement reasonable security measures to protect customer data;
- Promptly notify the Platform of any data breaches or unauthorized access.
7.3 Platform Security
While the Platform implements industry-standard security measures, the Platform makes no guarantee of absolute security. The Merchant acknowledges the inherent risks of digital systems and accepts responsibility for evaluating whether the Platform’s security measures are adequate for its needs.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Platform IP
The Platform retains all intellectual property rights in the Platform software, infrastructure, and any modifications or improvements thereto. The Merchant’s use of the Platform does not grant any ownership rights to the Merchant.
8.2 Merchant IP
The Merchant retains all intellectual property rights in the content, branding, and data provided to the Platform. The Merchant grants the Platform a limited, non-exclusive license to use, reproduce, and distribute such content solely for the purpose of generating and delivering passes on the Merchant’s behalf.
8.3 Third-Party IP
The Merchant warrants that all content provided to the Platform does not infringe upon any third-party intellectual property rights and that the Merchant has obtained all necessary licenses and permissions.
9. FEES AND PAYMENT
9.1 Service Fees
The Merchant agrees to pay the fees specified in the applicable Service Order or pricing page. Fees are exclusive of applicable taxes, which the Merchant shall pay in addition to the stated fees.
9.2 Payment Terms
Fees are due upon invoice or as otherwise specified in the applicable quotation, service order, or invoice. Late payments may result in suspension of services and accrual of interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
9.3 No Refunds
Except as required by law, all fees are non-refundable. The Merchant is responsible for all fees incurred, regardless of usage
10. TERM AND TERMINATION
10.1 Term
These Terms commence on the date the Merchant first accesses the Platform and continue until terminated by either party.
10.2 Termination by Merchant
The Merchant may terminate its use of the Platform at any time by providing written notice to the Platform. Termination is effective at the end of the current billing period.
10.3 Termination by Platform
The Platform may terminate these Terms and the Merchant’s access to the Platform at any time, with or without cause, upon 30 days’ written notice (or immediately for cause).
10.4 Effect of Termination
Upon termination:
- The Merchant’s access to the Platform shall cease immediately;
- All passes issued by the Merchant may be deactivated or deleted;
- The Merchant remains liable for all fees incurred through the termination date;
- Provisions that by their nature should survive termination (including Indemnification, Limitation of Liability, and Confidentiality) shall survive.
11. BACK-OF-PASS DISCLAIMER
11.1 Required Disclaimer
All passes issued through the Platform must include the following disclaimer in the back fields (backFields array in pass.json):
Technical Provider Disclaimer
This digital pass is technically generated and maintained by ShopOPx acting as an authorized service provider for [Merchant Name].
ShopOPx does not process transactions, hold funds, or manage the rewards, offers, or terms associated with this pass. All redemption policies, program terms, and customer service inquiries are the sole responsibility of [Merchant Name].
11.2 Purpose
This disclaimer serves to:
- Clearly separate the Platform’s technical role from the Merchant’s business responsibilities;
- Inform end-users of the correct entity to contact for customer service and redemption inquiries;
- Protect the Platform from customer disputes and claims related to pass terms and conditions;
- Comply with Apple and Google guidelines regarding pass issuer identification.
11.3 Merchant Obligation
The Merchant agrees to include this disclaimer in all passes and acknowledges that failure to do so may result in suspension of the Merchant’s account without notice.
12. THIRD-PARTY TERMS AND CONDITIONS
12.1 Apple and Google Compliance
The Merchant acknowledges that the use of Apple Wallet and Google Wallet is governed by the terms and conditions of Apple Inc. and Google LLC, respectively. The Merchant agrees to comply with all applicable terms, including:
- Apple Wallet Pass Type ID Agreement;
- Google Wallet Issuer Agreement;
- Apple App Store Terms and Conditions;
- Google Play Terms of Service;
- All Acceptable Use Policies and guidelines.
12.2 No Control Over Third-Party Services
The Platform has no control over third-party services and makes no warranty regarding their availability, functionality, or compliance. The Merchant assumes all risks associated with reliance on third-party services.
13. CONFIDENTIALITY
13.1 Confidential Information
Each party may disclose confidential information to the other party in connection with these Terms. Confidential information includes but is not limited to technical data, business information, and customer data.
13.2 Obligations
Each party agrees to:
- Maintain the confidentiality of the other party’s confidential information;
- Use confidential information solely for purposes authorized by these Terms;
- Protect confidential information using reasonable security measures;
- Limit access to confidential information to employees and contractors with a need to know.
13.3 Exceptions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no breach of these Terms;
- Is rightfully received by the receiving party from a third party without confidentiality obligations;
- Is required to be disclosed by law or court order (with notice to the disclosing party where permitted).
14. MODIFICATIONS TO TERMS
The Platform reserves the right to modify these Terms at any time. Modifications become effective upon posting to the Platform. The Merchant’s continued use of the Platform following the posting of modified Terms constitutes acceptance of the modifications. If the Merchant does not agree to the modifications, the Merchant must discontinue use of the Platform.
15. GOVERNING LAW AND JURISDICTION
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of [Hong Kong / Applicable Jurisdiction], without regard to its conflict of law principles.
15.2 Jurisdiction and Venue
Each party irrevocably submits to the exclusive jurisdiction of the courts of [Hong Kong / Applicable Jurisdiction] and waives any objection based on inconvenient forum or lack of personal jurisdiction.
15.3 Dispute Resolution
Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, the parties may pursue arbitration or litigation as permitted by applicable law.
16. SEVERABILITY
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed. The remaining provisions shall continue in full force and effect.
17. ENTIRE AGREEMENT
These Terms, together with any applicable Service Order or pricing agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations, understandings, and agreements, whether written or oral.
18. CONTACT INFORMATION
For questions regarding these Terms or the Platform, please contact:
19. ADDITIONAL PROVISIONS FOR HONG KONG MERCHANTS
19.1 Consumer Protection
For Merchants operating in Hong Kong, the Platform acknowledges the applicability of the Consumer Protection Ordinance (Cap. 612 of the Laws of Hong Kong). To the extent permitted by law, the Platform disclaims liability for any unfair contract terms as defined under the Ordinance.
19.2 Personal Data Protection
The Platform shall comply with the Personal Data Protection Ordinance (PDPO) in its handling of customer data. The Merchant warrants that it has obtained all necessary consents from end-users for data processing as required by the PDPO.
19.3 Competition Ordinance
The Merchant warrants that its use of the Platform does not violate the Competition Ordinance (Cap. 619 of the Laws of Hong Kong) and that the Merchant’s pass programs do not engage in anti-competitive practices.
20. ACCEPTABLE USE POLICY
20.1 Prohibited Uses
The Merchant shall not, and shall ensure that end-users do not, use the Platform or passes for:
- Illegal activities or violation of applicable laws;
- Fraud, deception, or misrepresentation;
- Promotion of illegal goods or services;
- Money laundering or terrorist financing;
- Harassment, hate speech, or discrimination;
- Infringement of intellectual property rights;
- Unauthorized access to systems or data;
- Distribution of malware or harmful code;
- Spam or unsolicited communications;
- Gambling or betting (unless specifically licensed);
- Sale of counterfeit or stolen goods;
- Violation of third-party rights or privacy;
- Any activity that violates Apple or Google guidelines.
20.2 Monitoring and Enforcement
The Platform reserves the right to monitor Merchant activity and to take immediate action, including suspension or termination, if the Platform reasonably believes the Merchant is violating this Acceptable Use Policy.
21. WARRANTY DISCLAIMER FOR PASS FUNCTIONALITY
21.1 No Guarantee of Pass Delivery
The Platform makes no warranty that passes will be successfully delivered to end-users’ devices or that passes will function correctly on all devices, operating systems, or versions. Factors beyond the Platform’s control, including device compatibility, network conditions, and third-party service availability, may affect pass functionality.
21.2 No Guarantee of Customer Adoption
The Platform makes no warranty regarding the number of customers who will add passes to their wallets or the frequency with which customers will use passes. Pass adoption depends on numerous factors outside the Platform’s control.
21.3 No Guarantee of Pass Longevity
The Platform makes no warranty that passes will remain functional indefinitely. Passes may become obsolete or non-functional due to changes in third-party services, updates to operating systems, or other factors beyond the Platform’s control.
22. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or third-party service failures. The affected party shall promptly notify the other party and use reasonable efforts to resume performance.
23. ASSIGNMENT
The Merchant may not assign or transfer its rights or obligations under these Terms without the Platform’s prior written consent. Any attempted assignment without consent is void. The Platform may assign these Terms to any successor or affiliate without notice.
24. NOTICES
All notices required under these Terms shall be in writing and delivered by:
- Email to the email address on file;
- Certified mail to the address on file;
- Personal delivery;
- Other method agreed upon by the parties.
Notices are effective upon receipt.
25. WAIVER
The failure of either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by the waiving party.
END OF TERMS AND CONDITIONS
APPENDIX A: SERVICE LEVEL EXPECTATIONS
The Platform provides the following service level expectations, provided that the Merchant is in compliance with these Terms:
- Pass Generation: Digital Wallet Passes will typically be generated within 1 business day after all required information and materials have been received.
- Pass Distribution: Passes will generally be available for distribution immediately upon successful generation and activation.
- Platform Availability: The Platform targets 99.5% monthly uptime, excluding scheduled maintenance, emergency maintenance, force majeure events, and third-party service interruptions.
- Support Response:
• Critical issues: within 4 business hours
• General support enquiries: within 1 business day
• Feature requests and enhancements: subject to evaluation and project scheduling.
Disclaimer: These service levels represent ShopOPx’s service objectives and are provided on a best-efforts basis only. They do not constitute a guarantee or warranty of service availability, response time, or performance. ShopOPx shall not be liable for any failure to achieve these service levels.
APPENDIX B: DATA PROCESSING ADDENDUM (DPA)
For Merchants subject to GDPR, CCPA, or PDPO, the Platform shall execute a separate Data Processing Addendum (DPA) that specifies:
- The categories of personal data processed;
- The purposes of processing;
- The duration of processing;
- The security measures implemented;
- The rights of data subjects;
- The procedures for data deletion or return.
The DPA shall be provided upon request and shall be incorporated by reference into these Terms.