Bundle Member Brand Terms of Service

In these Terms, the following expressions have the following meanings.

The headings in these Terms are for convenience only and do not affect interpretation. References to a statute or statutory instrument are to that statute or instrument as amended, re-enacted or replaced from time to time, and include any subsidiary legislation made under it. References to a clause or Schedule are to a clause of, or Schedule to, these Terms. The Schedules form part of these Terms and have the same force as the clauses. Words in the singular include the plural and vice versa. Where a general statement is followed by the words “including” or “in particular”, that statement is not limited by the words which follow.

Where an expression used in these Terms is also defined in the GCA or in the Order, and clause 5.6 maps that expression to a defined term used in these Terms, the mapping in clause 5.6 governs the construction of these Terms for regulatory purposes.

Bundle operates the Platform. Through the Platform, the Member Brand may create a Campaign, specify one or more Qualifying Actions, and cause Badges to be issued by Bundle to End Users who complete a Qualifying Action.

Bundle provides to the Member Brand the following services, and no others: the Platform interface for Campaign creation and configuration; the issuance of Badges to End Users; the operation of the Badge redemption and buy-back infrastructure; the Campaign Terms in the form required by clause 9; and the reporting made available through the Account.

Bundle does not provide, and is not engaged to provide, advertising services, media planning services, media placement services or creative services to the Member Brand. Bundle does not create, produce, approve as to content, or disseminate the Member Brand’s marketing material, save for the limited compliance review described in clause 9.5. The Member Brand is the advertiser in respect of all Campaign Publicity issued through the Member Brand’s own channels.

Bundle may modify, suspend or discontinue any part of the Platform on reasonable notice. Where a modification is required by law, by the GRA or by any other regulator, Bundle may implement it immediately and will notify the Member Brand as soon as reasonably practicable.

The Member Brand must provide accurate and complete information on registration, including its full legal entity name, its place of incorporation, its business registration number, its registered address and the name and contact details of an authorised representative. The Member Brand must keep that information current.

The individual accepting these Terms warrants that they are authorised to bind the Member Brand. Bundle is entitled to rely on that warranty without further enquiry.

The Member Brand is responsible for all activity conducted under its Account and for the security of its credentials. The Member Brand must notify Bundle without delay of any unauthorised access.

The Member Brand represents and warrants on registration, and repeats on the launch of each Campaign, that it does not carry on and will not through any Campaign promote any of the excluded trades listed at Schedule 1, Part A. This representation is fundamental. Paragraph 2(1) of the Order defines “trade” so as to exclude trade in any gambling service, gambling article, gaming machine, gaming token, peripheral equipment of a gaming machine or other gambling equipment. A Campaign promoting any such trade would fall outside the Class Licence entirely.

Bundle may decline an application to open an Account, and may suspend an Account, where: the Member Brand provides information which is inaccurate, incomplete or misleading; the Member Brand does not provide information or documents reasonably required by Bundle for verification or compliance purposes; the Member Brand, its business, its goods or services or its proposed Campaign would or may contravene applicable law or the conditions of the Class Licence; Bundle reasonably suspects fraudulent, deceptive, misleading or unlawful conduct; or Bundle reasonably considers that the Member Brand would expose Bundle, End Users or the Platform to regulatory, reputational or operational risk. Bundle is not obliged to give reasons for a decision under this clause beyond those it considers appropriate.

The commercial arrangement operates in two distinct layers. The Member Brand operates the first layer. Bundle operates the second layer. The layers are legally and operationally separate and the separation must be preserved in the conduct of every Campaign and in all Campaign Publicity.

In the first layer, the Member Brand specifies a Qualifying Action and promotes it through the Member Brand’s own channels. Every End User who completes the Qualifying Action is entitled to a Badge, and Bundle issues that Badge in accordance with clause 10.3. The award of the Badge is deterministic. There is no selection, no discretion, no shortlisting and no element of chance at this stage.

Because the award of Badges is wholly deterministic, the first layer does not constitute betting, gaming or a lottery within the meaning of sections 5, 7 and 9 of the GCA. The Member Brand therefore does not provide a gambling service, does not require a licence, exemption or class licence under the GCA, and is not a class licensee.

The second layer begins when an End User claims their Badge and accepts the End User Terms. From that point, the End User’s relationship in respect of the Badge is with Bundle alone. The Member Brand has no involvement in, no authority over, and no responsibility for the Badge, the Floor Value, the Reward Distribution Events, the Enhanced Buy-Backs or any payment to the End User.

Reward Distribution Events are conducted by Bundle at Platform level. The material information published in the Campaign Terms for each Reward Distribution Event states what is available at that event and how it is allocated.

Bundle determines, in its discretion, the composition of each pool, including the number of levels of Enhanced Buy-Back, the number of Recipients at each level and the amount of each Enhanced Buy-Back, and the scheduling of Reward Distribution Events. Where Bundle indicates to the Member Brand an expected number of Recipients or an expected allocation before an event, that indication is not binding until Bundle confirms it and publishes it in the Campaign Terms for that event. Once published, Bundle conducts the event in accordance with the published information, as required by the conditions of the Class Licence.

The Floor Value of a Badge is determined at the point of redemption. Every Badge is redeemable and every End User who redeems receives a payment. The amount is determined and is displayed to the End User before the End User confirms the redemption. Bundle determines that schedule and the amounts within it in its absolute discretion, and may set different schedules and amounts for different Campaigns, Badges, End Users or periods. The Member Brand acquires no entitlement to any particular Floor Value.

The determination of the Floor Value does not involve any element of chance. The amount payable on a redemption is ascertainable at the time of redemption and is displayed to the End User before the End User commits to redeem, so that the End User knows the amount before acting. Bundle must display that amount before the End User confirms, and the Member Brand must not represent in any Campaign Publicity that a Badge carries a fixed, minimum or guaranteed amount. The schedule of amounts which may apply is published in the Campaign Terms.

In the second layer, an End User who elects to retain a Badge rather than redeem it at the Floor Value may be selected at a Reward Distribution Event for an offer of an Enhanced Buy-Back. Selection operates by a verifiable random function. That element of chance is what brings the second layer within the GCA. It is conducted by Bundle, funded by Bundle from Bundle’s own corporate revenue account, and covered by Bundle’s Class Licence.

Bundle distributes Floor Value redemptions and Enhanced Buy-Backs from its own corporate revenue account. Bundle does not hold Member Brand money, does not hold End User money, and does not make any payment on behalf of the Member Brand. Fees paid by the Member Brand to Bundle are Bundle’s revenue and are not held, applied or earmarked for the funding of any reward.

Bundle’s services are operated from outside Singapore but are intended to be accessible to persons located in Singapore. Section 17 of the GCA extends the application of that Act to conduct outside Singapore where persons physically in Singapore may participate. Bundle therefore conducts the Reward Distribution Events on the basis that the GCA and the Order apply to them, and relies on the Class Licence accordingly.

Bundle relies on the class licence conferred by Part 3 of the Order in respect of trade promotion games and trade promotion lotteries. The Class Licence arises automatically by operation of paragraph 7(1) of the Order where the qualifying criteria are met. It is not applied for and it is not granted.

No application to, registration with, or approval from the GRA or any other Singapore authority is required in order for Bundle to conduct the Reward Distribution Events. Nothing in any Campaign Publicity may state or imply that any permit, licence, approval, registration, endorsement or authorisation has been granted by the GRA, by the Ministry of Home Affairs, or by any other Singapore authority. A statement to that effect would be inaccurate and would expose both parties under the Consumer Protection (Fair Trading) Act 2003. The correct formulation is set out at clause 9.4 and is reproduced in the Campaign Terms.

Bundle is the class licensee. The Member Brand is not a class licensee, is not a co-licensee, and holds no permit. The Member Brand must not describe itself, and must not be described by any agency, influencer or other party acting on its behalf, as a licensee, a permit holder, a sponsor of record, a promoter of the Reward Distribution Event or an organiser of any chance-based mechanic.

The conditions of the Class Licence are set out at paragraph 8 of the Order and are given content by paragraphs 9 to 12 of the Order. Bundle is obliged to take all reasonably practicable steps to satisfy them. Certain of those conditions attach to Publicity. Where Campaign Publicity issued by the Member Brand refers to a Reward Distribution Event or to an Enhanced Buy-Back, that Publicity is Publicity for the purposes of the Order and the conditions bite on it. Clause 9 passes those conditions through to the Member Brand.

Bundle will conduct each Reward Distribution Event in accordance with paragraph 11 of the Order. The Reward Distribution Events are not instant, so the special requirement applies. Bundle has engaged an independent Scrutineer to attend each Reward Distribution Event and to issue a statement in respect of it. That satisfies the supervision requirement at paragraph 11(2)(a)(ii) and paragraph 11(3)(a)(ii), and Bundle does not rely on the alternative audience limb. Bundle applies the requirements of paragraph 11(3) to every Reward Distribution Event, whatever the total value of the prizes and however that value is computed, so that the higher standard is met in all cases. Bundle will make and keep accurate records for at least five years and make them available for inspection by the GRA. Bundle will publish the particulars of the results, either within seven days in a major newspaper circulating generally throughout Singapore or for a minimum of two months on Bundle’s website, and will obtain a statement from the Scrutineer certifying the witnessing, the publication, the making of the records and compliance with the notification requirement. Bundle will comply with the prize-winner notification requirement at paragraph 12 of the Order, which requires each Recipient to be advised within seven days after the determination and the relevant amount to be given without delay.

The Platform uses a consistent commercial vocabulary. For the avoidance of doubt, and solely for the purposes of the GCA and the Order, the following mapping applies. This mapping does not alter the substance of any obligation and is included so that the Member Brand, the Scrutineer, the GRA and any other regulator can read the Platform vocabulary against the statutory language without ambiguity.

The Member Brand acknowledges that the mapping at clause 5.6 exists to secure compliance with the information requirement at paragraph 10 of the Order and is not an invitation to use the statutory vocabulary in Campaign Publicity. Clause 9.6 governs the vocabulary that may be used in Campaign Publicity.

The Member Brand selects the Qualifying Actions for its Campaign from those made available on the Platform. Bundle does not direct the Member Brand’s choice of Qualifying Action and does not warrant that any Qualifying Action is suitable for the Member Brand’s business.

A Qualifying Action must satisfy one of the two limbs of paragraph 2(1) of the Order. Either entitlement to the Badge is free, or the entitlement is dependent on the purchase of goods or services which are the subject of the promotion. A Qualifying Action which requires payment to a person other than the Member Brand, or which requires the purchase of goods or services which are not the subject of the promotion, does not satisfy either limb and must not be used.

The Member Brand must not specify as a Qualifying Action any action listed at Schedule 1, Part B. In particular, and without limitation, a Qualifying Action must not consist of or require participation in any betting, gaming or lottery, whether lawful or unlawful and whether conducted by the Member Brand or by any third party. Where a Qualifying Action involves gambling, Bundle may be implicated under sections 6, 8 and 21 of the GCA even where the underlying activity is operated entirely by the Member Brand.

Where the Member Brand wishes to specify the making of a deposit into a customer account as a Qualifying Action, the following applies. That action does not fall squarely within either limb of paragraph 2(1) of the Order, being neither strictly free nor the purchase of goods or services. The Member Brand must obtain Bundle’s prior written approval before using it. The Member Brand further represents that its solicitation and acceptance of deposits complies with all applicable law, including section 4A of the Banking Act 1970. Bundle takes no responsibility for the Member Brand’s deposit-taking activity and gives no advice on it.

The Member Brand must ensure that no Badge, and no goods or services offered as an inducement in connection with a Campaign, is offered to an individual who by reason of their age would not be permitted under any written law to purchase those goods or services. This reflects the condition at paragraph 8(g) of the Order and applies in particular to alcohol, tobacco, vaporisers and any age-restricted product.

The Member Brand configures its Campaign on the Platform, including the Qualifying Actions, the Campaign period and the expected volume of Badges. The Campaign is not live until Bundle confirms activation.

Bundle may decline to activate a Campaign, or may require amendments to it, where in Bundle’s reasonable opinion the Campaign as configured would place Bundle outside the qualifying criteria for the Class Licence, would breach a condition of the Class Licence, would breach any applicable law, or would be inconsistent with these Terms. Bundle will give reasons.

The Member Brand must not launch, publicise or otherwise announce a Campaign before Bundle confirms activation. Paragraph 10(1)(b) of the Order requires the material information to be published before any right to participate is distributed or offered for acquisition. Premature announcement may place Bundle in breach of that condition.

The Member Brand must notify Bundle in writing before making any material change to a live Campaign, including any change to the Qualifying Actions or the Campaign period.

The directors, officers and employees of the Member Brand, and their immediate family members, are not eligible to participate as End Users in a Campaign in which the Member Brand participates, and the Member Brand must not permit any such person to complete a Qualifying Action, claim a Badge or receive an Enhanced Buy-Back under that Campaign. The Member Brand must cooperate with Bundle in identifying and excluding such persons. This restriction is reflected in the Campaign Terms.

Each party is an independent controller in respect of the personal data it collects. The Member Brand is a controller in respect of the personal data it collects from its own customers in the course of its Campaign. Bundle is a controller in respect of the personal data it collects from End Users on the Platform. Neither party is a data intermediary of the other.

The Member Brand must comply with the PDPA in respect of all personal data it collects, uses or discloses in connection with a Campaign, including the consent obligation, the notification obligation, the purpose limitation obligation and the accuracy and protection obligations. The Member Brand must comply with Part 9 of the PDPA in respect of any marketing message sent to a Singapore telephone number, and with the Spam Control Act 2007 in respect of any unsolicited commercial electronic message.

Where the Member Brand transfers personal data to Bundle, the Member Brand warrants that it has a lawful basis for doing so and has satisfied the transfer limitation obligation at section 26 of the PDPA. Bundle will accord to that data a standard of protection comparable to that under the PDPA.

Bundle does not disclose End User personal data to the Member Brand. Reporting made available to the Member Brand through the Account is aggregated and does not identify individual End Users, save where an End User has expressly consented to identification for the purposes of a testimonial or publicity item.

Where the Member Brand provides End User data to Bundle before the Campaign is activated and before the applicable End User Terms and Campaign Terms have been accepted, Bundle holds and processes that data in anonymised or de-identified form, such that the individuals concerned are not directly identifiable, and does not use identifiable End User data until those terms have been accepted, except where processing is required by applicable law or by a regulator.

The Member Brand consents to Bundle disclosing information relating to a Campaign, including the identity of the Member Brand and the details of the Qualifying Actions, to the GRA, to a Scrutineer, to Bundle’s auditors and to any other regulator or authority where Bundle is required or reasonably considers it appropriate to do so in connection with the Class Licence.

The Member Brand is responsible for all Campaign Publicity issued through its own channels, including its website, its electronic mail, its social media accounts, its in-store material and any material issued by an agency, influencer, affiliate or other party acting on its behalf. The Member Brand must procure that every such party complies with this clause 9 and with Schedule 2.

The Member Brand must publish the Campaign Terms, in the form issued by Bundle, with all Campaign Publicity. Where the medium does not permit publication in full, the Member Brand must publish the short-form disclosure set out in the Campaign Terms together with a functioning link to the full Campaign Terms. The Campaign Terms must be accessible at all times during the Campaign period and for at least two months after the last Reward Distribution Event relating to that Campaign.

The Member Brand must not amend, abridge, restate, translate, summarise or paraphrase the Campaign Terms. If the Member Brand considers that an amendment is necessary, it must request the amendment from Bundle in writing and await Bundle’s written response.

Where Campaign Publicity refers to a Reward Distribution Event or to an Enhanced Buy-Back, the Member Brand must include the statement of regulatory status prescribed in the Campaign Terms. That statement records that the activity is conducted by Bundle under a class licence which arises by operation of law under the Order, that no permit or approval is required, and that no approval or endorsement has been given by the GRA. No other formulation may be used.

Bundle may review Campaign Publicity for compliance with this clause 9 and with Schedule 2 and may require the Member Brand to withdraw or amend any item. Any such review is limited to compliance and is not an approval of the accuracy, the legality or the commercial merits of the material. Bundle assumes no responsibility for material it has reviewed, and the Member Brand remains solely responsible for its Campaign Publicity.

Where Bundle makes templates, sample copy, artificial intelligence-assisted tools or similar materials available through the Platform, those materials are provided for convenience only. The Member Brand must independently review, verify and where necessary amend every item of Campaign Publicity before it is issued, and remains solely responsible for its factual accuracy, its legality, its compliance with the Class Licence conditions and the clearance of any third-party right in it. Bundle does not provide legal or regulatory advice and the Member Brand must obtain its own advice.

The following restrictions apply to all Campaign Publicity.

1. The Publicity must not contain or make reference in any way to any gambling article specified in the Second Schedule. This is the advertising requirement at paragraph 9 of the Order. The prohibited articles are listed at Schedule 2, Part B and include dominoes, mahjong tiles, English playing cards, a roulette wheel, dice of the specified kinds, a gaming machine, and any list, card, ticket, voucher or other document issued or used by any licensee in the conduct of a lottery. The last of those is significant. Imagery of, or reference to, a Singapore Pools product or slip is prohibited.
2. The Campaign must not involve the use of, and must not comprise any design element or game mechanic from or involving, any game, method, device, scheme or competition specified in the First Schedule or any variant of one. This restriction is definitional and not merely a condition of the Class Licence. Paragraph 2(1) of the Order excludes such a game or lottery from the definitions of defined game and defined lottery, with the consequence that the activity would not be a trade promotion game or trade promotion lottery at all and would fall outside the Class Licence entirely. The prohibited items are listed at Schedule 2, Part A and include poker, roulette, blackjack, baccarat, craps, mahjong, sic bo and the others there listed. Item 33 of the First Schedule is of particular importance. Any mechanic which relies on the results of 4D, TOTO, Singapore Sweep or any horse race, whether local or overseas and whether physical or simulated, is prohibited. No Campaign may be tied to, timed to, or presented by reference to any such result.
3. The Publicity must not use casino, wagering or betting motifs, including slot machine reels, spinning wheels of the roulette kind, card suits, dice, chips, jackpot counters or coin cascades.
4. The Publicity must not be directed at, or be likely to appeal particularly to, individuals below the minimum age stated in the Campaign Terms, and must not use imagery, personalities, characters or music with particular appeal to minors.
5. The Publicity must comply with the Singapore Code of Advertising Practice and with the Advisory on Gambling Advertisements and Promotions issued by the Advertising Standards Authority of Singapore, and must not be an unfair practice within the meaning of section 4 of the Consumer Protection (Fair Trading) Act 2003.
6. The Publicity must not use superlative or comparative claims which the Member Brand cannot substantiate, and must not use Singapore currency imagery, the national flag or other national symbols.

The Member Brand must not use in any Campaign Publicity the words lottery, sweepstake, draw, lucky draw, raffle, jackpot, prize pool, winner, gamble, bet, wager, odds, random selection or any cognate expression. The Member Brand must use the vocabulary set out in the Campaign Terms, being Badge, Floor Value, redeem, Reward Distribution Event, Recipient, selected, Enhanced Buy-Back and buy-back.

The restriction at clause 9.7 is a matter of consistency of consumer communication and of alignment with the Platform vocabulary used across markets. It does not displace the mapping at clause 5.6, and it does not permit the omission of any item of material information required by paragraph 10(1)(a) of the Order. Every item of that material information appears in the Campaign Terms, expressed in the Platform vocabulary.

The Member Brand must pay Bundle a fee for each Badge issued under a Campaign, at the per-Badge rate stated in the campaign confirmation issued by Bundle on activation of that Campaign. The rate is fixed for the duration of that Campaign. Bundle may set a different rate for any subsequent Campaign and will notify that rate before the Campaign is activated.

All fees are exclusive of goods and services tax and of any other tax, duty or levy. Where any such tax is chargeable, the Member Brand must pay it in addition. Where the Member Brand is required by law to withhold or deduct any amount, the Member Brand must gross up the payment so that Bundle receives the amount it would have received had no withholding or deduction been required.

The Member Brand uploads to the Platform a file identifying the End Users who have completed the Qualifying Action. It may do so once at the close of the Campaign or at intervals during the Campaign, as it chooses. Bundle invoices on each upload by reference to the number of Badges to be issued under that file, and issues those Badges on receipt of payment. Badges are not issued under a file until the invoice for that file is paid. The Member Brand is responsible to its own customers for any consequence of a failure or delay in payment, and Bundle may suspend the Account and decline to activate any further Campaign while any undisputed amount remains unpaid.

Fees paid under these Terms are consideration for the services described at clause 2.2. They are not, and must not be represented as, a contribution to any reward, pool or fund from which End Users are paid.

Bundle retains all intellectual property rights in the Platform, the Badges, the Campaign Terms and all Bundle marks, and the Member Brand retains all intellectual property rights in its own marks and content. Nothing in these Terms transfers ownership of any intellectual property right.

The Member Brand grants Bundle a non-exclusive, royalty-free, worldwide licence to use the Member Brand’s name, logo and campaign assets for the purposes of operating the Campaign, issuing Badges, complying with the conditions of the Class Licence and responding to any regulator. Bundle may also use the Member Brand’s name and logo to identify the Member Brand as a participating brand in Bundle’s marketing material, subject to the Member Brand’s prior written consent, which must not be unreasonably withheld.

Bundle grants the Member Brand a non-exclusive, non-transferable, revocable licence to use the Bundle marks and the Campaign Terms solely for the purpose of conducting an activated Campaign in accordance with these Terms. That licence terminates on termination of these Terms or on deactivation of the Campaign, whichever is earlier.

The Member Brand must provide, on reasonable request, Campaign-related performance data reasonably available to it, including engagement, conversion, transaction, redemption and traffic information. Bundle may use Campaign performance data and results for analytics, benchmarking, product improvement, investor and commercial presentations and the preparation of case studies and other marketing material, provided that Bundle does not disclose End User personal data and does not disclose the Member Brand’s confidential information otherwise than in accordance with clause 15.

The Member Brand represents and warrants on acceptance of these Terms, and repeats on the launch of each Campaign, that: it is duly incorporated and has full power to enter into and perform these Terms; it holds all licences, registrations and approvals required for its own business and for the goods or services promoted through the Campaign; it does not carry on any excluded trade listed at Schedule 1, Part A; the goods or services promoted are lawful in Singapore and may lawfully be advertised there; and all information provided to Bundle is accurate and complete.

The Member Brand undertakes that it will not, and will procure that no party acting on its behalf will, operate, control, fund, present, host or hold out as its own any element of chance in connection with a Campaign. The Member Brand undertakes that it will not conduct any parallel or supplementary promotion which introduces an element of chance and which is presented to consumers as connected with a Campaign.

Bundle warrants that it will conduct the Reward Distribution Events in accordance with the Order and that it will take all reasonably practicable steps to satisfy the conditions of the Class Licence. Bundle gives no other warranty. Except as expressly stated, the Platform is provided on an as-is basis and all warranties implied by law are excluded to the fullest extent permitted.

The Member Brand indemnifies Bundle against all liabilities, losses, fines, penalties, damages, costs and expenses, including reasonable legal costs, arising out of or in connection with: any breach by the Member Brand of clause 6, clause 9, clause 10 or clause 12; any Campaign Publicity issued by the Member Brand or by any party acting on its behalf; any claim by a consumer or regulator relating to the Member Brand’s goods, services or underlying transaction; any breach by the Member Brand of the PDPA, the Spam Control Act 2007 or the Consumer Protection (Fair Trading) Act 2003; and any act or omission of the Member Brand which causes Bundle to cease to qualify for, or to breach a condition of, the Class Licence.

Bundle indemnifies the Member Brand against all liabilities, losses, fines, penalties, damages, costs and expenses, including reasonable legal costs, arising out of any claim that the conduct of a Reward Distribution Event by Bundle contravened the GCA or the Order, save to the extent the claim arises from a breach by the Member Brand of these Terms.

A party seeking to rely on an indemnity must notify the other party without undue delay, must not admit liability or settle without the other party’s written consent, which must not be unreasonably withheld, and must give the indemnifying party reasonable conduct of the defence and reasonable assistance at the indemnifying party’s cost.

As between Bundle and the Member Brand, the Member Brand is responsible for all complaints, claims and disputes relating to its goods, services, Campaign Publicity, Qualifying Actions, eligibility determinations and any representation made by it to an End User. Bundle is responsible only for complaints relating to the operation of the Platform, a Badge, a redemption, a transfer or a Reward Distribution Event. Where a complaint concerns whether an End User completed a Qualifying Action, the Member Brand must review its records and provide Bundle with its determination and supporting documents within five business days of Bundle’s request.

Nothing in these Terms limits or excludes either party’s liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any liability which cannot lawfully be limited or excluded.

Subject to clause 14.1 and clause 14.4, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or any indirect or consequential loss, in each case whether arising in contract, tort, breach of statutory duty or otherwise.

Subject to clause 14.1 and clause 14.4, the aggregate liability of each party to the other under or in connection with these Terms is limited to the total fees paid and payable by the Member Brand to Bundle in the twelve months immediately preceding the date on which the claim arose.

The cap at clause 14.3 does not apply to the Member Brand’s liability under clause 13.1, to Bundle’s liability under clause 13.2, or to either party’s liability for breach of clause 15.

Each party must keep confidential all information disclosed by the other which is identified as confidential or which a reasonable person would regard as confidential, and must use it only for the purposes of these Terms.

Clause 15.1 does not apply to information which is or becomes public otherwise than by breach, which was lawfully in the recipient’s possession before disclosure, which is independently developed, or which is required to be disclosed by law, by a court, or by the GRA or any other regulator. Where disclosure is required, the disclosing party must, where lawful and practicable, notify the other party in advance.

The obligations in this clause 15 survive termination for a period of five years.

The Member Brand must make and keep accurate records of each Campaign, including the Qualifying Actions, the Campaign period, all Campaign Publicity issued and the dates of issue, for a period of at least five years after the close of the Campaign. Five years is the retention period applied by paragraph 11 of the Order to Bundle’s own records and the parties adopt the same period for consistency.

The Member Brand must, on reasonable notice, provide to Bundle copies of those records and any other information Bundle reasonably requires in order to respond to the GRA, to a Scrutineer, to an auditor or to any other regulator.

Where the GRA or any other Singapore authority contacts the Member Brand in connection with a Campaign, the Member Brand must notify Bundle within two business days and must not make any statement as to the regulatory status of the Reward Distribution Events without first consulting Bundle.

These Terms take effect on acceptance and continue until terminated in accordance with this clause 17.

Either party may terminate for convenience on sixty days’ written notice. Termination for convenience does not affect a Campaign which is live at the date the notice is given, which continues until its scheduled close unless the parties agree otherwise.

Bundle may suspend the Account, deactivate any Campaign or terminate these Terms with immediate effect on written notice where the Member Brand breaches clause 3.4, clause 6, clause 9 or clause 12, where Bundle reasonably considers that continued performance would place Bundle in breach of the GCA or the Order or would cause Bundle to cease to qualify for the Class Licence, where the Member Brand becomes insolvent, or where the Member Brand fails to pay any undisputed amount within thirty days of the due date.

On termination, the Member Brand must cease all use of the Bundle marks and must remove or amend all Campaign Publicity which refers to Bundle, save that the Member Brand must continue to make the Campaign Terms accessible for the period required by clause 9.2.

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, war, civil unrest, epidemic, act of government, change in law, failure of a telecommunications or blockchain network, or failure of a third party payment service provider. The affected party must notify the other without undue delay and must use reasonable endeavours to mitigate.

Where a force majeure event continues for more than sixty consecutive days, either party may terminate these Terms on written notice without liability, subject to clause 17.5.

The Member Brand may contact Bundle in relation to its Account, a Campaign or a Badge at [email protected], and in relation to personal data at [email protected]. Bundle acknowledges enquiries and complaints within five business days.

Assignment. The Member Brand may not assign, novate or otherwise transfer any of its rights or obligations without Bundle’s prior written consent. Bundle may assign or novate to an affiliate or to a successor in title to its business on written notice.

Notices. A notice under these Terms must be in writing and sent to the address or electronic mail address recorded in the Account. A notice sent by electronic mail is deemed received on the next business day in the place of receipt.

Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore, or under any equivalent legislation, to enforce any of these Terms.

Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties. Neither party may hold itself out as having authority to bind the other.

Variation. Bundle may amend these Terms on not less than thirty days’ written notice, save that an amendment required by law or by a regulator may take effect immediately. Where an amendment is materially adverse to the Member Brand, the Member Brand may terminate on written notice given before the amendment takes effect.

Entire agreement. These Terms, together with the Schedules and any written order form, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior representations and agreements. Nothing in this clause limits liability for fraudulent misrepresentation.

Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable, that provision is severed and the remainder continues in full force. The parties must negotiate in good faith an amendment which achieves, so far as possible, the commercial intention of the severed provision.

Waiver. No failure or delay by a party in exercising any right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing.

Counterparts and electronic acceptance. Acceptance of these Terms through the Platform interface constitutes acceptance in writing and is binding on the Member Brand. Bundle’s records of that acceptance, including the date, time and account identifier, are admissible as evidence of it.

These Terms and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, are governed by and construed in accordance with the law of the Abu Dhabi Global Market.

Any dispute arising out of or in connection with these Terms, including any question as to their existence, validity or termination, must be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the SIAC Rules for the time being in force, which Rules are deemed incorporated by reference into this clause. The seat of the arbitration is Singapore. The tribunal consists of one arbitrator. The language of the arbitration is English.

Nothing in clause 20.2 prevents either party from applying to any court of competent jurisdiction for interim or protective relief.

Clause 20.1 does not displace any provision of Singapore law which applies to a Campaign irrespective of the governing law of these Terms, including the GCA, the Order, the PDPA and the Consumer Protection (Fair Trading) Act 2003. The Member Brand must comply with those provisions in any event.