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Terms and Conditions – Privacy Policy
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 Parlourly any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with Parlourly.
d. “Authorized Administrator/s” are Administrator/s assigned and authorized by the Merchant Partner to access and use its assigned Merchant Partner Hub.
e. “Booking Request” as a request for an appointment/booking with a Merchant Partner placed by Customers.
f. “NBR” stands for National Board of Revenue (NBR), Bangladesh.
g. “Confirmed Bookings” refers to Booking Requests confirmed by the Merchant Partner.
h. “Contact” refers to any person, manually added by the Merchant Partner, who is not a Parlourly Registered User and is not a Customer of any Merchant Partner.
i. “Customer” refers to any person who is seeking or may seek beauty and/or wellness services through the Parlourly Channels, and/or who transacts with any of the Merchant Partners.
j. “DPA” refers to Data Protection Act Of 2022.
l. “MINCOM” stands for Ministry of Commerce (Bangladesh).
m. “E-Vouchers” are electronic vouchers sold by the Merchant Partner and automatically generated by Parlourly that can be purchased and redeemed by Customers or their respective recipients (“Redeemer”).
n. “Free Trial” means a limited period during which Parlourly grants the Merchant Partner to use some or all of the Parlourly Merchant Services.
o. “Groups” are created and set by the Merchant Partner to be composed of Contacts/Customers.
p. “LGU” stands for Local Government Unit.
q. “Login Details and Credentials” is a set of information, which comprise of URL, username, and password, that shall be provided by Parlourly to the Merchant Partner to access the assigned Merchant Partner Hub.
r. “Marks” collectively refers to trademarks, service marks, trade names, and logos.
s. “Merchant Partner” refers to you, the Salon/Center, which agreed into these Terms with Parlourly, to be a Merchant Partner and be eligible to use Parlourly Merchant Services.
t. “Merchant Partner Hub” is the interface assigned to the Merchant Partner that can be accessed by its Authorized Administrator/s to update its Parlourly Page and to use Parlourly Merchant Services.
u. “Merchant Partner Parlourly 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.
v. “Monthly Service Fee” refers to the fee that a Salon/Center shall pay monthly to Parlourly to be a Merchant Partner and be eligible to use Parlourly Merchant Services.
w. “National Privacy Commission” refers to Bangladesh government’s arm to ensure compliance of the country with international standards set for data protection.
x. “Official Representative” refers to the person assigned by the Merchant Partner during Onboarding and as updated through the Merchant Partner Hub.
y. “Official Website” refers to www.parlourly.com
z. “Onboarding” refers to the act of onboarding Salons/Centers to be a Parlourly Partner and be eligible to use Parlourly Merchant Services.
aa. “Parlourly” refers to Parlourly Beauty and Wellness Technologies, Inc., a company registered in Bangladesh.
bb. “Parlourly Channels” collectively refers to publicly accessible websites, mobile applications, integrated channels that are created, developed and made available by Parlourly.
cc. “Parlourly Merchant Onboarding 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 Parlourly Merchant Services.
dd. “Parlourly Premium Services” refers to services that are not included in these Terms and are separately agreed upon by Parlourly and the Merchant Partner.
ee. “Parlourly Merchant Services” collectively refers to Parlourly Channels, products, features, platforms, and services provided by Parlourly to the Merchant Partner as set out in Section 2.
ff. “Parlourly Registered Users” refers to Users who have successfully registered for a Parlourly account using any of the Parlourly Channels.
gg. “Pending Bookings” refers to Booking Requests that are not yet confirmed by the Merchant Partner.
hh. “Period” refers to a 30-day range covered by a paid Monthly Service Fee.
ii. “QR Code” stands for “Quick Response code” which is a two-dimensional image-based bar code capable of holding large amounts of information.
jj. “SEC” stands for Security and Exchange Commission (Bangladesh).
kk. “Salon/Center” refers a to business that operates beauty salon/s and/or wellness center/s
ll. “Service Menu” refers to the collection of services of the Merchant Partner with its corresponding details like name, price, and description.
mm. “SaaS” stands for Software-as-a-Service.
nn. “Terms” refers to the terms and conditions between Parlourly and the Merchant Partner.
oo. “Transact” collectively refers to the act of booking and buying by Customers in relation to Merchant Partners.
2. PARLOURLY MERCHANT SERVICES – To manage data and to use Parlourly Merchant Services, we provide the Merchant Partners access to a Merchant Partner Hub. Subject to these Terms, we offer the following modules to the Merchant Partners:
a. Booking Module to make/confirm/cancel/reschedule bookings of Contacts/Customers and potential customers of the Merchant Partner;
b. Customer Relationship Management (“CRM”) Service which helps Merchant Partners in managing their Contacts/Customers.
c. Electronic Voucher Module to generate and sell E-Vouchers that can be bought and redeemed by Contacts/Customers or their respective recipients.
d. Content Management System (“CMS”) to update the Merchant Partner Parlourly Page, which displays its branches, operating hours, contact information, photos, promos, Service Menu, and other details.
3. MODIFICATIONS AND CHANGES TO PARLOURLY MERCHANT SERVICES
a. Parlourly may delete, suspend, modify, or add any aspect or feature of Parlourly 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 Parlourly Merchant Services and follow the process as set out in Section 17 (Termination).
4. PARLOURLY PREMIUM SERVICES
a. Parlourly may offer premium services and features to the Merchant Partners.
b. Parlourly Premium Services shall be subject to separate agreements and fees.
5. MERCHANT PARTNER ONBOARDING
a. A Merchant Partner should be a DTI/SEC registered entity which operates beauty salon/s and/or wellness centers in the Bangladesh (“Salon/Center”).
b. To be onboarded as a Merchant Partner, the Salon/Center should take the following steps and process:
(i) Complete the Parlourly Merchant Onboarding Form or Parlourly Deals/E-Vouchers Confirmation For
(ii) Submit all documentary requirements such as, but not limited to:
– Copy of TIN/BIN Certificate of Registration
– Copy of NBR Certificate of Registration (NBR Form 2303)
– Copy of Business Permit Registration Papers
(iii) Accept and signify consent to these Terms, Parlourly’s Privacy Notice, and Parlourly’s Terms of Use.
(iv) Submit other information and/or documents that Parlourly deems relevant to the Onboarding.
c. Parlourly reserves the right, as its sole discretion, to reject the Onboarding of a Merchant Partner, with or without cause.
d. Once the Salon/Center is onboarded as a Merchant Partner and corresponding fees are paid (if any), Parlourly 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. Parlourly, as its sole discretion, may further request additional information and/or documents during and/or after the Onboarding process.
6. MONTHLY SERVICE FEE AND PAYMENT TERMS
a. Monthly Service Fee – To be eligible to use Parlourly Merchant Services (not including the Parlourly Premium Services), the Merchant Partner shall pay a nonrefundable Monthly Service Fee. Monthly Service Fee shall be agreed upon by Parlourly and the Merchant Partner before the onboarding of the Merchant Partner.
b. To start using the Basic Parlourly Merchant Services, the Merchant Partner must pay the applicable Monthly Service Fee in full. Upon payment of the first Monthly Service Fee, Parlourly 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 Parlourly 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 Parlourly of its conformity to continue to be a Merchant Partner. Otherwise, upon expiration of the Free Trial, Merchant Partner status and all the Parlourly Merchant Services related thereto, shall be terminated immediately and without the necessity of notice.
e. As its own discretion, Parlourly may change the applicable fees. In such case, Parlourly 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 Parlourly Merchant Services. Parlourly 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 Parlourly Merchant Services, the Merchant Partner must inform Parlourly in writing and follow the procedure described in Section 12 (Termination). The Merchant Partner can continue to use the Parlourly Merchant Services until the end of the Period that has already been paid. Upon the end of the Period, Merchant Partner status and all Parlourly 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 Parlourly Page and to use the Parlourly Merchant Services.
b. Subject to these Terms, Parlourly 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 Parlourly has access to all parts of the Merchant Partner Hub and its content,
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 Parlourly 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 the following content and information submitted through the Merchant Partner Hub shall be made public and be visible online in all Parlourly Channels:
(i) Service Menu
(ii) Operational Hours
(iii) Contact Information
(iv) Deals
(v) Photos and other marks
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 Bangladesh Data Protection Act of 2022 (“DPA”) and its implementing rules and regulations (“DPA”).
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 Parlourly Channels:
(i) Book service/s offered by the Merchant Partner (“Book”)
(ii) Buy E-Voucher/s offered by the Merchant Partner (“Buy”)
c. For the purposes of adhering to privacy principles and compliance with the DPA , Parlourly and the Merchant Partner each acknowledge that:
(i) Parlourly and the Merchant Partner are responsible for its own compliance with the DPA and other laws which may be applicable.
(ii) Parlourly is an independent Personal Information Controller in respect of all Personal Information that it processes in the course of providing Parlourly Merchant Services for the Merchant Partners and when the Customer transacts with the Merchant Partner.
(iii) 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 Parlourly Channels. Through the Merchant Partner Hub, Personal Information is added for processing by Parlourly 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, Parlourly is merely a Personal Information Processor which provides SaaS solutions for the Merchant Partner.
(iv) 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 Parlourly, to use and process the Personal Information according to the applicable laws and regulations.
(v) The Merchant Partner irrevocably and unconditionally agrees and consents to the processing of Personal Information as set out in Parlourly’s Privacy Notice published on our official website, www.parlourly.com 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:
(i) To provide and render its services to the Customers;
(ii) To facilitate Booking Requests;
(iii) To facilitate the selling and redemption of Electronic Vouchers; and
(iv) Other purposes which are relevant to the aforementioned purposes.
e. The Merchant Partner understands and accepts that:
(i) In fulfillment of functions or services by third-party providers contracted by Parlourly (“Third-party”), it is necessary that Parlourly may provide Personal Information to our suppliers, consultants, marketing partners, and other service providers or strategics partners.
(ii) Parlourly uses Third-party to provide the hardware, software, networking, cloud services, storage and related technology to store data;
(iii) Parlourly 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 Parlourly 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 and other laws which may be applicable.
g. In case of any privacy violation or personal data breach, the Merchant Partner must promptly notify Parlourly within twenty-four (24) hours of becoming aware of such violation or breach. The Merchant Partner shall fully cooperate with Parlourly 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 Parlourly and the Merchant Partner, the party who received such notice shall promptly notify the other party unless prohibited by law.
9. MERCHANT PARTNER PARLOURLY PAGE
a. Customers Transact with the Merchant Partner through its Parlourly Page.
b. The Merchant Partner can update and manage its Parlourly Page on its own through the Content Management Service accessible through the Merchant Partner Hub.
c. The Merchant Partner Parlourly Page, which is public and visible online in all Parlourly Channels, shall contain all content and information provided by the Merchant Partner through the Merchant Partner Hub or through other digital or manual means. Parlourly 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, Parlourly reserves the right to revoke the Merchant Partner Status and all Parlourly 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 Parlourly 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:
(i) Blocked dates
(ii) Earliest booking time
(iii) Latest booking time
(iv) Number of days a customer can book in advance
(v) 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 Parlourly or book as guest. The following information are required when placing a Booking Request:
(i) First Name
(ii) Last Name
(iii) Mobile Number
(iv) 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. Parlourly shall not be held liable in the event a notification is not sent to or received by the Merchant Partner or Customer.
j. Parlourly 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. Parlourly does not in any way represent the decisions and actions of either the Customer or the Merchant Partner. Parlourly 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, Parlourly 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 Parlourly Channels.
b. Merchant Partners may submit an offer to sell an E-Voucher by manual submission. When submitting an E-Voucher, the Merchant Partner must provide E-Voucher information such as, but not limited to:
(i) Deal Title
(ii) Original Price in Bangladesh Taka (“TK”)
(iii) Discount Percentage or Discount Value in TK
(iv) Description
(v) Merchant Partner Additional Terms
(vi) Validity Period
(vii) Quantity
c. All published prices shall be indicated in on all Parlourly Channels, and all purchases made on any of the Parlourly Channels shall likewise be charged in TK.
d. E-Vouchers are subject to approval by Parlourly before E-Vouchers are published and made available in the Parlourly Channels. The Merchant Partner understands and accepts that E-Voucher/s may be rejected by Parlourly as its sole discretion, with or without cause.
e. An E-Voucher that is published and made available in the Parlourly 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 Parlourly 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 Parlourly 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 Parlourly’s Privacy Notice.
j. We accept online payments via our payment gateway service provider, Bkash/ Nagad. 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 Bkash/ Nagad.
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, Parlourly’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
(i) Subject to Parlourly’s Terms of Use, Parlourly’s Privacy Notice, and Merchant Partner Additional Terms, Redeemer may redeem the E-Voucher within the Validity Period indicated therein by presenting the E-Voucher and a valid government-issued ID.
(ii) Through the Merchant Partner Hub, Merchant Partners may monitor the sales of their respective E-Vouchers and all transaction details pertinent to the E-Vouchers.
(iii) Based on the E-Voucher Code printed on the E-Voucher, Merchant Partner may validate the E-Voucher through the Merchant Partner Hub.
(iv) It is the sole responsibility of the Merchant Partner to properly tag and check whether a Redeemer has already redeemed the E-Voucher.
(v) When an E-Voucher is redeemed, Merchant Partners must update the status of such E-Voucher on the Merchant Partner Hub.
p. Promo/Discount Codes
(i) From time to time, Parlourly may run marketing and promotional campaigns which offer promo/discount codes (“Promo Codes”) to be used on selected Parlourly 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.
(ii) Unless otherwise agreed upon by Parlourly and Merchant Partner, Parlourly shoulders the value of the Promo Codes used.
q. Parlourly reserves the right to void, discontinue or reject the use of any Promo Code without prior notice.
r. Settlement – Merchant Partner Payout
(i) On behalf of the Merchant Partner, Parlourly shall receive the payments for its respective E-Voucher/s (“E-Voucher Payments”).
(ii) Transaction Fee – Parlourly shall be entitled to a Transaction Fee for every successful E-Voucher sale made through any of the Parlourly Channels. Transaction Fee shall be computed based on a percentage which shall be agreed upon by Parlourly and the Merchant Partner (“Agreed Percentage”). To compute the Transaction Fees, E-Voucher Payments shall be multiplied with the Agreed Percentage
(iii) To compute the total Payout that will be remitted to the Merchant Partner, Parlourly shall deduct the Transaction Fees from the E-Voucher Payments (“Payout”).
(iv) A month is divided to two settlement periods (“Settlement Period”). First Settlement Period is from first day to the fifteenth day of the month and the Second Settlement Period is from the sixteenth day to the thirtieth or thirty-first day of the month, as the case may be. Parlourly shall settle the Payout to the Merchant Partner within 12 calendar days after the respective Settlement Period.
(v) Parlourly shall electronically remit the Payout pertaining to all undisputed and successful transactions to the Elected Bank Account of the Merchant Partner. Merchant Partner warrants the validity of the Elected Bank Account.
(vi) In case of any error, or overpayment by Parlourly (“Excess Amount”), Parlourly shall have the right to adjust future payments to Merchant Partner to the extent of the Excess Amount paid by Parlourly.
(vii) Once Payout is settled with the Merchant Partner, Parlourly shall issue an Official Receipt for the Transaction Fees to the Merchant Partner.
12. PARLOURLY PAY SERVICE
a. Through the Parlourly Pay Service, Customers may use Parlourly Pay to pay the Merchant Partner in exchange of their goods and/or services (“Payment Transaction”). Customers must not use Parlourly Pay for any other purpose.
b. Settlement – Merchant Partner Payout for Parlourly Pay
(i) On behalf of the Merchant Partner, Parlourly shall receive payments via Parlourly Pay (“Parlourly Pay Payments”).
(ii) Merchant Discount Rate – Parlourly shall be entitled to a Transaction Fee for every successful E-Voucher sale made through any of the Parlourly Channels. Transaction Fee shall be computed based on the Merchant Discount Rate which shall be agreed upon by Parlourly and the Merchant Partner (“Agreed MDR”). To compute the Transaction Fees, E-Parlourly Pay Payments shall be multiplied with the Agreed MDR.
(iii) To compute the total Payout that will be remitted to the Merchant Partner, Parlourly shall deduct the Transaction Fees from the Parlourly Pay Payments (“Parlourly Pay Payout”).
(iv) A month is divided to two settlement periods (“Settlement Period”). First Settlement Period is from first day to the fifteenth day of the month and the Second Settlement Period is from the sixteenth day to the thirtieth or thirty-first day of the month, as the case may be. Parlourly shall settle the Parlourly Pay Payout to the Merchant Partner within 12 days after the respective Settlement Period.
(v) Parlourly shall electronically remit the Parlourly Pay Payout pertaining to all undisputed and successful transactions to the Elected Bank Account of the Merchant Partner. Merchant Partner warrants the validity of the Elected Bank Account.
(vi) In case of any error, or overpayment by Parlourly (“Excess Amount”), Parlourly shall have the right to adjust future payments to Merchant Partner to the extent of the Excess Amount paid by Parlourly.
(vii) Once Parlourly Pay Payout is settled with the Merchant Partner, Parlourly shall issue an Official Receipt for the Transaction Fees to the Merchant Partner.
13. CUSTOMER RELATIONSHIP MANAGEMENT
a. Contact/Customer records in the Merchant Partner Hub can be managed and be added in two ways:
(i) When a customer transacts with the Merchant Partner, Customer will automatically be added to the records in the Merchant Partner Hub.
(ii) 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 Parlourly Registered User, the Merchant Partner will not be able to edit some information of the Contact/Customer such as, but not limited to:
(i) First Name
(ii) Last Name
(iii) Birthday
(iv) Mobile Number
(v) Email
(vi) Instagram
14. MERCHANT PARTNER OBLIGATIONS AND WARRANTIES
a. The Merchant Partner undertakes to process and honor, without any additional conditions, all valid E-Vouchers presented by Customers. Merchant Partner shall impose on its employees, agents, and any related parties the same obligations and standards required of Merchant Partner under this Terms.
b. The Merchant Partner undertakes and warrants that it ensures that the services are received by the Customers in the same type, quantity, and quality as described and stated on the E-Vouchers.
c. The Merchant Partner undertakes and warrants that it will not sell or allow the sale of illegal, or imminently injurious, unsafe or dangerous goods or services.
d. The Merchant Partner agrees to pay the Monthly Service Fee through any of the payment methods set forth by Parlourly at the time of Onboarding or as otherwise instructed and communicated to the Merchant Partner.
e. The Merchant Partner acknowledges and agrees that the respective Transaction Fees shall be deducted from the E-Voucher Payments.
f. The Merchant Partner is responsible for ensuring that all content and information it publishes or provides to Parlourly is true, accurate, current, complete, and not misleading. The Merchant Partner must promptly update any information as required.
g. 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 Parlourly. In case content include persons/s, the Merchant Partner ensures that all necessary consents and permissions were obtained from the person/s concerned.
h. The Merchant Partner is responsible for its own compliance with the DPA and other laws which may be applicable.
i. 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.
j. Within a reasonable time, the Merchant Partner must confirm/cancel/reschedule (“Action”) the Booking Request through the Merchant Partner Hub.
k. The Merchant Partner undertakes and warrants that all content and information that the Merchant Partner provides to Parlourly is lawful, not defamatory, not threatening, and not pornographic.
l. 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 PARLOURLY MERCHANT SERVICES
a. The Merchant Partner agrees that the use of Parlourly Merchant Services is at Merchant’s sole risk. The Parlourly Merchant Services are provided on an “as is” and “as available” basis. Parlourly does not make any other express or implied warranties under these Terms.
b. Subject to these Terms, Parlourly grants the Merchant Partner a limited, revocable, terminable, non-exclusive, and non-transferable right to use the Parlourly Merchant Services (not including the Parlourly Premium Services).
c. The Merchant Partner shall use the Parlourly Merchant Services in accordance with these Terms solely for Merchant’s own business purposes; and for lawful purposes and in accordance with the DPA and other laws which may be applicable.
d. The Merchant Partner and its Authorized Administrator/s shall not make any unauthorized use of Parlourly Merchant Services including but not limited to the following:
(i) To collect and/or input “Sensitive Personal Information,” such as ethnicity, race, marital status, color, political affiliations, or religious affiliations;
(ii) To collect and/or input Personal Information of minors;
(iii) To provide or publish any content or information that facilitates, promotes or endorses scam, false and/or misleading information or illegal activities;
(iv) To sell or allow the sale of illegal, or imminently injurious, unsafe or dangerous goods or services;
(v) To provide or publish or submit any inaccurate, incomplete, misleading, false, or outdated content or information;
(vi) To share with a third-party Login Details and Credentials used for the assigned Merchant Partner Hub;
(vii) To use the Parlourly Merchant Services for any unlawful purpose or illegal activity;
(viii) 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 Parlourly’s discretion;
(ix) To transmit, publish, distribute, store or destroy content or information in the Parlourly Channels, Merchant Partner Hub, and Parlourly Merchant Services, in violation of any applicable law or regulation, and/or in breach of the Terms, Parlourly’s Privacy Notice, or Parlourly’s Terms of Use.
(x) To violate or attempt to violate the security of the Parlourly Channels, Merchant Partner Hub, or Parlourly Merchant Services;
(xi) To reverse engineer or decompile any part of the Parlourly Channels, Merchant Partner Hub, or Parlourly Merchant Services;
(xii) To use any automated system or tools to extract, scrape, spider, resell, copy, reproduce or modify any data from the Parlourly Channels, Merchant Partner Hub, or Parlourly Merchant Services;
(xiii) To aggregate, copy, reproduce, or duplicate in any matter any content or information, other than as permitted by Parlourly; and
(xiv) To misuse the Parlourly Merchant Services which may impair the functionality of the Parlourly Channels and the Merchant Partner Hub or impair the ability of any Customers or other Merchant Partners to use Parlourly Merchant Services;
16. SERVICES AVAILABILITY
a. To use the Merchant Partner Hub and Parlourly 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:
(i) Apple Safari
(ii) Google Chrome
(iii) Mozilla Firefox
(iv) Microsoft Edge
b. Internet connection is required for Parlourly Merchant Services to work on Device. Parlourly is not responsible for the quality and security of such internet connection.
c. Parlourly has no obligation to maintain or update Parlourly Merchant Services or to continue producing or releasing new versions and features of Parlourly Merchant Services.
d. Parlourly may change, modify, suspend, or discontinue all or any part of Parlourly Merchant Services at any time, with or without reason.
e. Parlourly shall make reasonable efforts to keep all Parlourly Merchant Services available at all times, except for:
(i) scheduled downtime; and
(ii) any unavailability caused by fortuitous events or circumstances beyond Parlourly’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 Parlourly 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 Parlourly shall not be responsible to the Merchant Partner or others for any such interruptions, errors, or problems or an outright discontinuance of Parlourly Merchant Services.
g. Parlourly 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, Parlourly cannot warrant that Parlourly Merchant Services will be free of viruses or other malicious code and Parlourly shall have no liability for any loss or damage caused from the transmission of such code.
17. TERMINATION
a. Parlourly Merchant Services may be terminated at any time by both Parlourly and the Merchant Partner.
b. If the Merchant Partner wishes to cease being a Merchant Partner and terminate the use of Parlourly Merchant Services, the Merchant Partner shall submit to Parlourly via email a termination request signed by its Official Representative. No termination will be processed until termination confirmation has been given by Parlourly to the Merchant Partner.
c. The Merchant Partner can continue to use the Parlourly Merchant Services until the end of the Period that has already been paid. Upon the end of the Period, Merchant Partner status and all Parlourly Merchant Services related thereto, shall be terminated immediately.
d. All Parlourly 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 Parlourly Page shall also be removed from all Parlourly Channels.
e. Prior to termination, it is recommended that the Merchant Partner should make a copy of all their data. Parlourly 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, Parlourly reserves the right, subject to the applicable laws and regulations, to delete all content and information related to the Merchant Partner.
f. Parlourly reserves the right to terminate the use of Parlourly 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 Parlourly in the nature of their business activities, regardless of any payment made by the Merchant Partner to Parlourly. In case of such termination, said payment shall be considered forfeited in favor of Parlourly.
18. COMMUNICATION, NOTICE, OFFICIAL REPRESENTATIVE, AND ASSIGNMENT
a. Parlourly 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 Parlourly your Onboarding, 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 Onboarding and as updated through the Merchant Partner Hub has full power and authority to enter into an agreement with Parlourly 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 Parlourly 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 Parlourly Merchant Services related thereto.
19. CONFIDENTIALITY
a. Both Parlourly and the Merchant Partner acknowledge that, whether by virtue of being a Merchant Partner and in the course of using Parlourly 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:
(i) generally, or publicly known information;
(ii) already in possession of or known by the receiving party prior to disclosure of the other party; or
(iii) lawfully received by the recipient from a third party on an unrestricted basis.
d. Both Parlourly 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 Parlourly Merchant Services.
20. INTELLECTUAL PROPERTY
a. The Merchant Partner grants Parlourly 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 Parlourly Channels, Parlourly’s social media pages, and for any purposes which are necessary for Parlourly or required by Parlourly 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 Parlourly the rights and license to use its trademarks, service marks, trade names, logos (“Marks”) on all Parlourly Channels, Parlourly’s social media pages, and for any purposes which are necessary for Parlourly or required by Parlourly 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, Parlourly grants the Merchant Partner a non-exclusive, non-transferable, royalty-free, revocable limited right and license to use Parlourly Marks solely for the purpose of receiving Parlourly Merchant Services and promotion of Parlourly and the Merchant Partner and its services. No other rights are granted to the Merchant Partner with respect to the Parlourly’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, Parlourly Channels and the content on it and all other content intellectual property rights belonging to or licensed to Parlourly, remain vested in Parlourly at all times.
e. The Merchant Partner Hub and Parlourly Channels shall contain Parlourly Marks.
21. FORCE MAJEURE
a. Parlourly 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, Parlourly may, at its option, fully or partially suspend performance of its obligations hereunder while such event or circumstance continues.
22. LIMITATION OF LIABILITY
a. In the event of any action that the Merchant Partner may file against Parlourly, the Merchant Partner agrees that Parlourly’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 Parlourly in conjunction with the Parlourly Merchant Service under which such claim first arose.
b. Under no circumstances shall Parlourly be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Parlourly Merchant Services.
23. INDEMNIFICATION
a. Parlourly 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 Parlourly, 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:
(i) Any actual or alleged violation or inaccuracy of any representation or warranty of the Merchant Partner in these Terms;
(ii) Any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by Parlourly of the Merchant Partner Marks as contemplated by these Terms;
(iii) 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
(iv) 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 Parlourly and the Merchant Partner concerning your use of Parlourly 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 Parlourly 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 Bangladesh.
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, Bangladesh, 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 info@parlourly.com