Playspot Merchant Services Agreement

1. Definitions

In this Agreement, unless the context otherwise requires:

1.1 "Platform" means the website playspot.com.hk operated by Playspot, its related subdomains, the merchant centre and any mobile application launched in future.

1.2 "Venue" means an entertainment venue owned or lawfully operated by the Merchant and registered or claimed by the Merchant on the Platform.

1.3 "Service Plan" means a merchant service level offered by the Company from time to time, currently comprising the "Free Listing", the "Scheduling Plan" and the "Instant Booking Plan". The scope of each plan is as set out on the Platform's plans page and in the Order Confirmation.

1.4 "Order Confirmation" means the Playspot Service Plan Order Confirmation signed by the Parties in respect of the Service Plan selected by the Merchant, including any annex to it.

1.5 "Customer" means an end user who browses, enquires about or books a Venue through the Platform.

1.6 "Booking Request" means an application to use a Venue submitted by a Customer to the Merchant through the Platform.

1.7 "Confirmed Booking" means a booking that has become effective upon the Merchant's confirmation (or, under the Instant Booking Plan, upon instant confirmation by the system).

1.8 "Merchant Content" means the Venue information supplied by the Merchant or which the Merchant authorises the Company to use, including names, addresses, opening hours, prices, facilities, descriptions, photographs, videos, trade marks and logos.

2. Composition and order of precedence

2.1 The entire agreement between the Parties comprises the following documents:

    (a) this Agreement;

    (b) the Order Confirmation;

    (c) any annex applicable to a particular plan (such as the Instant Booking Plan: Commission and Settlement Annex);

    (d) the Platform's Terms of Service and Privacy Policy.

2.2 In the event of conflict between those documents, the order of precedence is (c) → (b) → (a) → (d).

2.3 If the Merchant changes Service Plan, it need only sign a new Order Confirmation (or make the change itself through the merchant centre). This Agreement does not need to be re-signed and continues to apply.

3. Merchant account and venue claims

3.1 The Merchant shall open a merchant account on the Platform using accurate information and complete email verification.

3.2 The Merchant shall submit a claim in respect of each Venue, which takes effect once verified by the Company. The Company may require the Merchant to produce its business registration certificate, tenancy agreement, licences or other evidence of its right to operate the Venue.

3.3 The Merchant shall keep its account credentials secure. Any action taken through the Merchant's account is deemed to be the act of the Merchant. The Merchant shall notify the Company immediately if it suspects unauthorised access.

3.4 The Merchant shall not transfer, rent out or allow any third party to use its account, save for its employees or authorised agents acting within the scope of this Agreement.

4. Merchant Content and licence

4.1 The Merchant grants the Company a non-exclusive, royalty-free, worldwide licence (sub-licensable only to the Company's service providers and promotional channels) to reproduce, display, translate, crop, resize and promote the Merchant Content, solely for the purpose of operating and promoting the Platform and the Merchant's Venues.

4.2 The Merchant represents and warrants that it holds all rights necessary in the Merchant Content and that such content does not infringe the intellectual property, privacy or other rights of any third party.

4.3 The Merchant agrees that the Company may produce Chinese and English versions, summaries and search keywords from the Merchant Content and present them using the Company's own layout and design. The Company will use reasonable efforts to preserve the original meaning, and the Merchant may notify the Company at any time of any error in a translation or summary for correction.

4.4 On termination of this Agreement the Company will remove the Venue's public pages within a reasonable time. The Company is not responsible for the immediate removal of content already cached by search engines, republished by third parties or held in the Company's backup systems.

5. Accuracy of information

5.1 The Merchant shall ensure that its Venue information (in particular the address, opening hours, prices, capacity and contact details) is true, accurate and current, and shall update it in the merchant centre within seven (7) calendar days of any change.

5.2 The Company may (but is not obliged to) correct, suspend the display of, or remove content that is manifestly erroneous, out of date or unlawful, and will notify the Merchant where reasonably practicable.

5.3 The Merchant shall not publish false offers, exaggerated claims or misleading descriptions on the Platform.

6. Role of the Platform

6.1 Playspot is a search and referral platform for venue information. The Company is not the owner, lessee, manager or operator of any Venue, nor does it act as agent for any Venue.

6.2 The provision, quality, safety, licensing and regulatory compliance of the Venue services are the sole responsibility of the Merchant.

6.3 Any contract formed between a Customer and the Merchant for the use of a Venue is a contract between the Customer and the Merchant. The Company is not a party to it.

6.4 The Company does not guarantee that the Platform will generate any level of enquiries, bookings or revenue for the Merchant.

7. Service Plans

7.1 The Service Plan selected by the Merchant, the applicable fees and the commencement date are as set out in the Order Confirmation.

7.2 The scope of each plan is as published on the Platform's plans page from time to time. The Company may continue to improve and add to the Platform's functionality. Where a feature is to be materially reduced or removed, the Company will give affected merchants not less than thirty (30) days' notice by email before the change takes effect.

7.3 The Merchant may upgrade or downgrade its plan itself through the merchant centre, and such change takes effect immediately.

7.4 If the Merchant downgrades or terminates a paid plan, its existing schedules, bookings and settings will not be deleted. Scheduling features will become read-only, and the Merchant will be temporarily unable to add or amend schedules until the plan is reactivated. Basic Venue information forms part of the Free Listing and may be updated by the Merchant at any time.

8. Handling of Booking Requests (Scheduling Plan and Instant Booking Plan)

8.1 The Merchant is responsible for setting its own available time slots, prices, deposit arrangements, minimum advance booking period and cancellation policy, and for ensuring that those settings are consistent with its actual operations.

8.2 Under the Scheduling Plan, a time slot is provisionally held for a Customer as soon as that Customer submits a Booking Request. The Merchant shall confirm or decline the request in the merchant centre within the hold period it has configured. If the request is not processed in time, the system will automatically release the slot.

8.3 The Merchant shall use reasonable efforts to respond to Booking Requests within twenty-four (24) hours. If the Merchant persistently fails to process Booking Requests, the Company may suspend the relevant features under clause 17.

8.4 Once the Merchant confirms a booking, a binding contract for the use of the Venue is formed with that Customer, and the Merchant shall provide the Venue on the confirmed date, time and terms.

8.5 The Merchant shall not refuse a booking on the ground of a Customer's race, sex, disability, family status or any other characteristic protected under Hong Kong law.

8.6 If the Merchant is unable to honour a Confirmed Booking due to force majeure or an incident at the Venue, it shall notify the Customer and the Company immediately and is responsible for any refund or alternative arrangement.

9. Deposits and Customer payments

9.1 Deposits and balances payable by Customers in respect of bookings are paid directly by the Customer to the Merchant (for example by FPS, bank transfer or PayMe). The Platform merely displays payment instructions and allows proof of payment to be uploaded.

9.2 The Company does not collect, hold or remit any Customer funds, and accepts no responsibility for the Merchant's collection, settlement or refund of such funds.

9.3 The Merchant shall establish, clearly display on the Platform, and honour its own cancellation and refund policy.

9.4 The Merchant is solely responsible for issuing receipts and for all tax obligations in respect of its revenue.

10. Fees and payment

10.1 The Merchant shall pay the fees set out in the Order Confirmation. Unless otherwise stated, all fees are in Hong Kong dollars and are exclusive of any applicable taxes or third-party charges.

10.2 Monthly fees are payable in advance. The Company will issue an invoice to the Merchant by email, and the Merchant shall pay it by the specified method within fourteen (14) days of the date of the invoice.

10.3 Commission (where applicable) is settled in accordance with the Instant Booking Plan: Commission and Settlement Annex.

10.4 This Agreement has no minimum term. The Merchant may downgrade or terminate a paid plan at any time through the merchant centre, with immediate effect. Monthly fees already paid are not refundable on a pro-rata basis, and the Merchant may continue to use the plan until the end of the current period.

10.5 If any fee remains unpaid for more than fourteen (14) days, the Company may suspend the Merchant's paid features until payment is received. Basic Venue information will remain on the Platform during any such suspension.

10.6 The Company may revise its list prices on not less than sixty (60) days' notice by email. If the Merchant does not accept the new prices, it may terminate the relevant plan before the new prices take effect at no cost. Where an Order Confirmation states that an offer price is permanently locked, that price is not affected by this clause.

11. Personal data

11.1 Each Party is a data user in its own right in respect of Customer personal data for the purposes of the Personal Data (Privacy) Ordinance (Cap. 486).

11.2 Customer data provided by the Company to the Merchant in respect of a booking (name, contact number, email address and booking details) may be used by the Merchant only to process and fulfil that booking and for follow-up directly related to it.

11.3 If the Merchant wishes to use Customer data for direct marketing (including promotional messages, email newsletters or loyalty programmes), it must first obtain that Customer's express consent itself and bears sole responsibility for doing so.

11.4 The Merchant shall take all practicable security measures to protect such data and shall destroy it when it is no longer required.

11.5 If a Party suffers a data breach involving the other Party's data, it shall notify the other Party within seventy-two (72) hours of becoming aware of it.

12. Confidentiality

12.1 Each Party shall keep confidential any non-public information of the other Party obtained under this Agreement (including pricing terms, operating data and technical information) and shall not disclose it to any third party except as required to perform this Agreement.

12.2 This clause survives termination of this Agreement for two (2) years.

12.3 This clause does not apply to information that is already public, independently obtained, or required to be disclosed by law or by a regulator.

13. Intellectual property

13.1 The Platform, its software, interface design, databases, trade marks and all related intellectual property rights belong to the Company. The Merchant shall not copy, scrape, reverse engineer or extract Platform data on a bulk or automated basis.

13.2 Intellectual property rights in the Merchant Content remain with the Merchant or its licensors.

13.3 The Merchant may state in its own promotional materials that its Venue is listed on Playspot, but shall not imply that the Parties are in a joint venture, agency or certification relationship, and shall not alter the Company's trade marks.

14. Merchant undertakings and warranties

The Merchant represents and warrants that:

14.1 it is a lawfully registered business entity and holds all licences, permits, approvals and insurance (including without limitation public liability insurance) required to operate the Venue;

14.2 the Venue complies with all applicable fire, building, hygiene and safety requirements;

14.3 the Venue is not used for any unlawful purpose;

14.4 all information it provides on the Platform is true and accurate;

14.5 it will treat Customers referred through the Platform professionally and courteously, and will provide a standard of service no less favourable than that provided to customers from other channels.

15. Limitation of liability

15.1 The Platform is provided on an "as is" basis. The Company does not warrant that the Platform will be uninterrupted or error-free.

15.2 To the maximum extent permitted by law, the Company shall not be liable to the Merchant for loss of profit, loss of business, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss.

15.3 To the maximum extent permitted by law, the Company's total aggregate liability arising out of this Agreement is limited to the total fees actually paid by the Merchant to the Company in the twelve (12) months preceding the event giving rise to the claim; where the Merchant is a Free Listing merchant, that liability is limited to HK$1,000.

15.4 Nothing in this clause limits either Party's liability for fraud, wilful misrepresentation, or death or personal injury caused by negligence.

16. Indemnity

The Merchant shall indemnify the Company against all claims, losses, damages, costs and expenses (including reasonable legal fees) suffered by the Company arising out of:

16.1 any breach of this Agreement by the Merchant;

16.2 any infringement of third-party rights by the Merchant Content;

16.3 any claim by a Customer relating to the Merchant's Venue, services, safety or refunds;

16.4 any breach by the Merchant of applicable law or any failure to hold a required licence.

17. Suspension and termination

17.1 Either Party may terminate this Agreement on thirty (30) days' written notice, without giving reasons.

17.2 The Company may suspend or terminate this Agreement immediately on written notice to the Merchant if:

    (a) the Merchant is in material breach of this Agreement and fails to remedy the breach within seven (7) days of notice;

    (b) the Merchant's Venue is suspected of being unlawful, unlicensed or a risk to public safety;

    (c) the Merchant has provided false information;

    (d) the Merchant ceases business, is wound up or becomes insolvent;

    (e) any fee remains unpaid for more than thirty (30) days.

17.3 Termination does not affect any right or obligation accrued before termination, including fees and commission already due.

17.4 On termination, the Merchant shall honour, or make alternative arrangements with Customers in respect of, all Confirmed Bookings that have not yet taken place.

17.5 Clauses 4.4, 11, 12, 15, 16 and 20 survive termination.

18. Notices

18.1 All notices shall be given by email and sent to:

    to the Company: hello@playspot.com.hk

    to the Merchant: ＿＿＿＿＿＿＿＿＿＿＿＿ (the email address registered to the merchant account)

18.2 An email is deemed delivered on the day it is sent, unless a delivery failure notification is received.

18.3 For routine operational matters (such as booking notifications, invoices and feature updates), the Parties agree that communication may take place by Platform notification, email or WhatsApp.

19. General

19.1 Independent contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment or agency relationship.

19.2 Assignment. The Merchant may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a group reorganisation or transfer of business.

19.3 Amendment. This Agreement may be amended only by written agreement of the Parties. However, the Company may amend the non-commercial terms of this Agreement to comply with legal requirements or to reflect Platform updates, on not less than thirty (30) days' notice by email; if the Merchant does not accept the amendment it may terminate under clause 17.1.

19.4 Force majeure. Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, epidemics, government orders and network provider failures.

19.5 Severability. If any provision of this Agreement is held invalid, the remaining provisions continue in force.

19.6 Entire agreement. This Agreement, together with the documents listed in clause 2.1, constitutes the entire agreement between the Parties and supersedes all prior oral or written representations.

19.7 Third party rights. Save as expressly provided in this Agreement, a person who is not a party to it has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of its terms.

19.8 Language. This Agreement is made in Chinese. Where an English version is also provided and there is any discrepancy between them, the Chinese version prevails.

20. Governing law and disputes

20.1 This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

20.2 The Parties shall first seek to resolve any dispute in good faith through discussion between their representatives.

20.3 If a dispute is not resolved within thirty (30) days of such discussion, the Parties submit to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.

1. Effect of instant confirmation

1.1 Under the Instant Booking Plan, once a Customer selects a time slot made available by the Merchant and completes the booking on the Platform, the booking is confirmed immediately without any further response from the Merchant.

1.2 A confirmed booking constitutes a binding contract between the Customer and the Merchant. The Merchant shall provide the Venue on the confirmed date, time and terms.

1.3 The Merchant is responsible for ensuring that the schedules, capacity and prices shown on the Platform match its actual position. Where a double booking, overbooking or failure to perform arises because the Merchant did not update its schedules in time, the Merchant is solely responsible to the Customer and the Company accepts no liability.

1.4 The Merchant may return to reviewing each request individually at any time by downgrading to the Scheduling Plan in the merchant centre, with immediate effect. Bookings already confirmed are unaffected and remain subject to commission under this Annex.

2. Commission

2.1 Commission rate: as stated in section 4.2 of the Order Confirmation.

2.2 Transaction value means the total venue charges actually payable by the Customer to the Merchant in respect of the booking (including any add-on service charges listed on the Platform), but excluding:

    (a) refundable deposits or security deposits;

    (b) items purchased separately by the Customer on site (such as food, beverages or valet parking), unless those items were itemised at the time of booking on the Platform and included in the total payable;

    (c) government levies and taxes.

2.3 Commission is calculated on each booking that has been confirmed and completed. A deposit does not attract commission separately; it forms part of the transaction value.

2.4 Commission is charged in addition to, and not in place of, the plan's monthly fee.

3. Scope

3.1 Commission applies only to bookings placed through the Platform and instantly confirmed. Business the Merchant takes through its own channels (telephone, Instagram, its own website, walk-in) does not attract commission.

3.2 Circumvention. Where a Customer has completed a booking on the Platform and the Merchant subsequently induces that Customer to cancel the Platform booking and rebook outside the Platform, with the effect that the Company is unable to collect commission, the Company remains entitled to commission on that booking. This clause applies only where the Company holds substantive evidence. It does not restrict the Merchant's ordinary dealings with its existing customers, nor does it prevent the Merchant from promoting its own Venue through any channel.

4. Cancellations, changes and no-shows

4.1 The Merchant shall update the final status of each booking (completed, cancelled, no-show) and the amount actually collected accurately in the merchant centre. If it does not, the Company will calculate commission on the original transaction value recorded on the Platform.

4.2 If the Merchant repeatedly cancels confirmed bookings unilaterally, the Company may require an explanation and may suspend the Merchant's instant booking feature under clause 17 of the Agreement.

5. Settlement and payment

5.1 Commission is settled on a calendar month basis. Within seven (7) working days after the end of each month, the Company will issue a commission invoice to the Merchant covering bookings completed in the preceding month.

5.2 The invoice will itemise the reference, date, transaction value and commission amount for each booking.

5.3 The Merchant shall pay the invoice within fourteen (14) calendar days of the date of the invoice.

5.4 Commission and monthly fees may be combined on a single invoice.

5.5 If the Merchant disputes an invoice, it shall raise the dispute by email, with reasons, within fourteen (14) calendar days of the date of the invoice. If no dispute is raised within that period, the invoice is deemed accepted. The Parties shall discuss any disputed item in good faith; the Merchant shall pay any undisputed part by the due date.

5.6 The Company may charge interest at 1% per month (pro-rated for part months) on any overdue amount, and may suspend the Merchant's instant booking feature until payment is received.

6. Records and audit

6.1 The Merchant shall keep complete transaction records for bookings received through the Platform for not less than two (2) years.

6.2 If the Company has reasonable grounds to believe that the transaction values reported by the Merchant are incorrect, it may request the relevant records for those bookings, and the Merchant shall provide them within fourteen (14) days.

6.3 If an audit reveals under-reported commission exceeding 5% of the total amount due, the Merchant shall pay the shortfall and bear the reasonable cost of that audit.

7. Termination

7.1 After the Merchant downgrades to another plan or terminates the Agreement, commission remains payable under this Annex on all bookings confirmed before the effective date of that change, even if they are completed afterwards.

7.2 Clauses 5, 6 and 7 of this Annex survive termination until all amounts have been settled.