Vendor Terms of Service

1. Introduction and Acceptance

1.1. These Vendor Terms of Service ("Terms") govern your access to and use of the Wedly platform, including the website at wedly.sg, mobile applications, and all related services (collectively, the "Platform"), operated by Wedly Pte. Ltd. (UEN: 202605271C) ("Wedly", "we", "us", or "our"), a company incorporated in Singapore with its registered address at 60 Paya Lebar Square, Singapore 409051. By accessing or using the Platform as a vendor offering wedding services, you ("Vendor", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1.2. Please read these Terms carefully. By clicking "I accept", "I agree", or by otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1.3. Wedly is a technology platform that connects wedding service vendors with customers seeking wedding services. Wedly is not a wedding service provider and does not itself provide any wedding services whatsoever. Wedly is not your agent, representative, broker, employer, or partner. Wedly is not a party to any contract or transaction between you and any customer. Wedly does not make any representations or warranties regarding any customer, including (without limitation) any customer's creditworthiness, identity, or ability or willingness to pay. Your engagement with any customer is entirely at your own risk.

2. Definitions

In these Terms, the following definitions apply:

3. Eligibility and Accounts

3.1. You must be at least 18 years of age and have the legal capacity to enter into binding contracts to register as a Vendor on the Platform. If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3.2. To access the Platform as a Vendor, you must complete the registration process and provide all required business information. Your access to the Platform is subject to Wedly's approval at Wedly's sole and absolute discretion. Wedly reserves the right to reject any Vendor application for any reason or no reason.

3.3. Vendor accounts and Customer accounts are maintained separately on the Platform. If you wish to use the Platform both as a Vendor and as a Customer, you must register separate accounts using different credentials.

3.4. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4. Platform Services

4.1. Wedly provides a technology platform that facilitates connections between Vendors and Customers. Wedly's role is strictly limited to: (a) hosting Vendor Storefronts; (b) enabling communication between Vendors and Customers; (c) facilitating the transmission and processing of Deposits through third-party payment processors; and (d) providing related technology services.

4.2. You may create and maintain a Storefront on the Platform, including uploading portfolio content (photographs and videos), listing team members, setting packages and pricing, displaying availability, and publishing your cancellation policy. You are solely responsible for the accuracy and completeness of your Storefront content.

4.3. The Platform provides a messaging feature that allows Vendors and Customers to communicate directly. Messages are stored on the Platform. Wedly does not actively monitor or moderate message content but reserves the right to review messages if required to investigate potential violations of these Terms or applicable law.

4.4. You may sync your calendar (such as Google Calendar) with the Platform to manage availability. You may also enable automatic date blocking for dates with pending Booking Requests or Confirmed Bookings. Availability displayed on the Platform is for informational purposes only and does not constitute a guarantee of availability or commitment to accept any Booking Request.

5. Booking Process

5.1. Customers may submit Booking Requests through the Platform to engage you for wedding services. Upon submission of a Booking Request by a Customer, a hold may be placed on the Customer's payment method for the Deposit amount.

5.2. Upon receiving a Booking Request, you may accept or decline the request through the Platform at your sole and absolute discretion. You are under no obligation to accept any Booking Request.

5.3. If you accept a Booking Request, the Customer's payment method will be charged the Deposit amount. The Deposit will be collected by Stripe Pte. Ltd. ("Stripe") or such other third-party payment processor as Wedly may designate from time to time. Following successful collection of the Deposit, Stripe will disburse the Deposit to your designated bank account in accordance with the terms agreed between you and Stripe or other third-party payment processor, less the Platform Fee retained by Wedly. Wedly's role is limited to facilitating this payment process; Wedly does not hold customer funds and is not responsible for any payment processing errors, delays, or failures attributable to Stripe or your financial institution.

5.4. If you decline a Booking Request, or if the Customer cancels the Booking Request before you accept it, any hold on the Customer's payment method will be released and no Deposit will be charged or disbursed.

5.5. Once a booking is confirmed and the Deposit has been processed, Wedly's involvement in the transaction is complete. You will receive the Customer's contact information (including name, email, and mobile phone number) to facilitate direct communication. All further communication, service delivery, payment of any remaining balance, cancellations, refunds, and resolution of any disputes are handled directly between you and the Customer outside of the Platform. Wedly has no involvement in, control over, or liability for any matters arising after a booking is confirmed.

6. Fees and Payments

6.1. In consideration of the services provided by Wedly, you agree to pay to Wedly a Platform Fee equal to 8% of the Total Price for each Confirmed Booking, or such other amount as may be agreed between you and Wedly in writing. The Platform Fee will be automatically deducted from the Deposit prior to disbursement to you. For example, if the Total Price is SGD 1,000 and the Deposit is 30% (SGD 300), the Platform Fee is SGD 80 (8% of SGD 1,000), and you will receive SGD 220.

6.2. All payments are processed through Stripe Connect or such other third-party payment processor as Wedly may designate. During onboarding, you will set up a Stripe Connected Account (individual or company) and provide your bank account details for payouts. Payouts are processed by Stripe directly into your designated bank account according to Stripe's payout schedule. Your use of Stripe Connect is subject to Stripe's own terms of service and privacy policy, available at stripe.com/legal.

6.3. Wedly absorbs all payment processing fees charged by Stripe. You will not be charged any additional processing fees by Wedly.

6.4. The remaining balance (being the Total Price minus the Deposit) is payable directly from the Customer to you in accordance with the terms agreed between you and the Customer. Wedly is not involved in, and has no liability for, the collection or payment of any remaining balance. You acknowledge that Wedly makes no guarantee that any Customer will pay the remaining balance.

6.5. You are solely responsible for determining, collecting, and remitting any taxes applicable to your services, including (without limitation) income tax, goods and services tax (GST), or any other taxes imposed by any governmental authority. Wedly does not collect or remit taxes on your behalf and is not responsible for any tax obligations arising from your use of the Platform or transactions with Customers.

6.6. All transactions on the Platform are processed in Singapore Dollars (SGD).

7. Chargebacks and Indemnity

7.1. You acknowledge that Customers may initiate chargebacks or payment disputes with their banks, credit card issuers, or payment providers in connection with Deposits processed through the Platform. You understand that chargebacks may result in the reversal of funds previously disbursed to you, and may give rise to fees, costs, or penalties imposed by Stripe or such other third-party payment processor as Wedly may designate, the relevant card network, or your financial institution.

7.2. You agree to indemnify, defend, and hold harmless Wedly, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any chargeback, payment dispute, or reversal initiated by any Customer or any third party in connection with any transaction facilitated through the Platform, including (without limitation):

7.3. If Wedly, Stripe, or such other third-party payment processor as Wedly may designate is required to reverse or return any funds previously disbursed to you as a result of a chargeback, you authorise Wedly, Stripe, or such other third-party payment processor as Wedly may designate to: (a) deduct the amount of such chargeback (plus any associated fees or penalties) from future payouts to you; (b) debit your designated bank account for such amounts; or (c) invoice you for such amounts, which invoice shall be payable as a debt within ten (10) days of receipt. You agree to cooperate with Wedly and Stripe in responding to and disputing any chargeback, including by providing documentation and information as reasonably requested.

8. Cancellation Policy

8.1. You are required to maintain and display a cancellation policy on your Storefront at all times. Your cancellation policy must clearly state the terms and conditions under which cancellations, refunds, and rescheduling will be handled.

8.2. Any cancellations, refunds, or disputes arising after a Confirmed Booking are to be resolved directly between you and the Customer in accordance with your cancellation policy. Wedly does not process cancellations or refunds after a booking is confirmed and has no responsibility for any disputes between you and any Customer regarding cancellations or refunds.

8.3. If a Customer cancels a Booking Request before you accept it, or if you decline a Booking Request, any hold on the Customer's payment method will be released and no Deposit will be charged or disbursed.

9. Vendor Obligations

By registering as a Vendor on the Platform, you agree to:

9.1. provide accurate, current, and complete information on your Storefront, including portfolio content, pricing, packages, availability, and cancellation policy;

9.2. respond to Booking Requests in a timely manner;

9.3. set a Deposit percentage between 20% and 50% of the Total Price;

9.4. complete the Stripe Connect onboarding process and provide accurate business and bank account details;

9.5. deliver services to Customers in a professional, timely, and workmanlike manner in accordance with the terms agreed between you and the Customer;

9.6. comply with all applicable laws and regulations in Singapore in connection with your use of the Platform and your provision of services to Customers, including but not limited to business licensing requirements, tax obligations, consumer protection laws, and the Personal Data Protection Act 2012 ("PDPA");

9.7. use Customer contact information obtained through the Platform solely for the purpose of fulfilling the booked wedding services and not for any other purpose, including marketing or solicitation unrelated to the booking; and

9.8. maintain all rights, licences, and permissions necessary to offer and provide your services and to upload and display content on the Platform.

10. Customer Reviews

Wedly may, at its sole and absolute discretion, make available a feature permitting Customers to leave reviews for Vendors (the "Reviews Feature"). You acknowledge and agree that:

10.1. reviews reflect solely the opinions of the Customers who submitted them and do not represent the views, opinions, or endorsements of Wedly;

10.2. Wedly does not verify, endorse, or guarantee the accuracy or reliability of any review;

10.3. Wedly reserves the right, but has no obligation, to monitor, edit, or remove any review at its sole and absolute discretion; and

10.4. Wedly shall not be liable for any review or any damages arising from reviews submitted by Customers.

11. Prohibited Conduct

You agree not to, and will not assist, encourage, facilitate or enable any third party to:

11.1. use the Platform in any manner that could disable, damage, overburden, or impair the Platform or interfere with any other party's use of the Platform;

11.2. attempt to gain unauthorised access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform;

11.3. use any robot, spider, scraper, or other automated means to access the Platform for any purpose without Wedly's prior written permission;

11.4. circumvent, disable, or otherwise interfere with security-related features of the Platform;

11.5. post, upload, or transmit any content, or engage in any conduct, that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, fraudulent, misleading, or otherwise objectionable or harmful to Customers, other users, or the Platform;

11.6. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

11.7. engage in any activity that is fraudulent, deceptive, or misleading;

11.8. violate any applicable law or regulation; or

11.9. accept or solicit any booking, engagement, or payment from any Customer directly, or otherwise attempt to circumvent the Platform, where such Customer first became aware of you through the Platform. In the event of any breach of this Clause 11.9, you shall pay to Wedly as a debt, and as a reasonable pre-estimate of Wedly's loss, an amount equal to the Platform Fee that would have been payable to Wedly had the booking been made through the Platform.

12. Intellectual Property

12.1. All content, features, and functionality of the Platform (excluding content uploaded by Vendors and reviews submitted by Customers), including but not limited to text, graphics, logos, and software, are owned by or licensed to Wedly and are protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform or its content without Wedly's prior written consent.

12.2. You retain ownership of all content you upload to the Platform, including photographs, videos, and other portfolio materials ("Your Content"). By uploading Your Content, you grant Wedly a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, reproduce, modify, display, distribute, and create derivative works of Your Content in connection with the operation and promotion of the Platform, including displaying Your Content on your Storefront and in search results.

12.3. You grant Wedly a non-exclusive, royalty-free licence to use your name, trade name, logo, and Storefront content (including portfolio images) for the purpose of identifying you as a vendor on the Platform and for Wedly's marketing and promotional activities, including on Wedly's website, social media channels, and marketing materials. This licence shall continue for the duration of your registration on the Platform

12.4. You represent and warrant that: (a) you own or have all necessary rights to Your Content; (b) Your Content does not infringe any third-party intellectual property, privacy, or other rights; and (c) Your Content complies with all applicable laws and these Terms.

12.5. Wedly reserves the right to remove any content from the Platform that violates these Terms, infringes any third-party rights, or is otherwise objectionable at Wedly's sole and absolute discretion, without prior notice.

13. Disclaimers and Limitation of Liability

13.1. The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Wedly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Wedly does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

13.2. Wedly makes no representations or warranties regarding any Customer, including (without limitation) any warranty regarding a Customer's identity, creditworthiness, reliability, or ability or willingness to pay any amounts owed to you. You acknowledge that your provision of services to any Customer is at your sole risk.

13.3. To the fullest extent permitted by applicable law, in no event shall Wedly, its affiliates, directors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with: (a) your access to or use of, or inability to access or use, the Platform; (b) any conduct or content of any Customer or other third party on the Platform; (c) any transaction or relationship between you and any Customer; (d) any chargeback, payment dispute, or reversal; (e) any unauthorised access to, use of, or alteration of your transmissions or content; or (f) any other matter relating to the Platform, regardless of whether such damages are based on warranty, contract, tort (including negligence), statute, or any other legal theory, and regardless of whether Wedly has been advised of the possibility of such damages.

13.4. Notwithstanding anything to the contrary herein, Wedly's total aggregate liability to you for any claim arising out of or relating to these Terms or your use of the Platform shall not exceed the value of the Deposit paid to you in respect of the relevant booking giving rise to the claim.

14. Indemnification

14.1. You agree to indemnify, defend, and hold harmless Wedly, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) your breach of these Terms; (c) your provision of services to any Customer; (d) any content you submit to the Platform; (e) your violation of any applicable law or regulation; (f) your violation of any rights of any third party; (g) any transaction, dispute, or claim between you and any Customer; or (h) your negligence, wilful misconduct, or fraud.

14.2. Without limiting the generality of the foregoing, you agree to indemnify, defend, and hold harmless Wedly, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any chargeback, payment dispute, or reversal, as more fully described in Clause 7 above.

15. Account Termination and Suspension

15.1. Wedly reserves the right, at its sole and absolute discretion and without prior notice or liability, to suspend or terminate your account and/or your access to the Platform, in whole or in part, at any time and for any reason or no reason, including (without limitation) if Wedly believes, in its sole and absolute discretion, that:

15.2. Upon termination or suspension of your account: (a) your right to access and use the Platform ceases immediately; (b) your Storefront will be removed from the Platform; (c) you remain liable for all amounts owed to Wedly, any Customer, or any third party prior to termination, including (without limitation) any chargeback indemnity obligations; (d) any Confirmed Bookings made prior to termination shall remain subject to these Terms and the terms agreed between you and the relevant Customer, and you remain obligated to fulfil such bookings unless otherwise agreed with the Customer; and (e) any provisions of these Terms that by their nature should survive termination shall survive, including (without limitation) the provisions relating to chargebacks, indemnification, disclaimers, limitation of liability, and dispute resolution.

15.3. Wedly shall not be liable to you or any third party for any termination or suspension of your account or access to the Platform.

15.4. You may terminate your account at any time by contacting Wedly at support@wedly.sg. Upon voluntary termination, your obligations under these Terms shall continue with respect to any Confirmed Bookings made prior to termination, and you remain liable for all amounts owed to Wedly or any third party.

16. Privacy

16.1. Your use of the Platform is also governed by our Privacy Policy, which is available on the Platform. By using the Platform, you consent to the collection, use, and disclosure of your personal data as described in the Privacy Policy.

17. Dispute Resolution

17.1. Any disputes arising between you and any Customer in relation to wedding services, cancellations, refunds, service quality, payment of the remaining balance, or any other matter are to be resolved directly between you and the Customer. Wedly is not a party to any such dispute and has no obligation to mediate, arbitrate, or otherwise assist in the resolution of any such dispute.

17.2. Any dispute arising out of or in connection with these Terms or the use of the Platform shall be governed by the laws of the Republic of Singapore. The parties agree to use all reasonable endeavours to resolve any dispute through negotiations in good faith. If the dispute cannot be resolved through such negotiation within 30 days, either party may submit the dispute to the exclusive jurisdiction of the courts of the Republic of Singapore.

18. Communications

By registering for an account, you consent to receive electronic communications from Wedly, including transactional emails (such as Booking Request notifications, booking confirmations, and account notifications) and, where you have opted in, promotional communications. Transactional communications cannot be opted out of as they are necessary for the operation of your account.

19. Contact Information

If you have any questions about these Terms or the Platform, please contact us at:

20. General Provisions

20.1. Wedly reserves the right to modify these Terms at any time without the provision of additional consideration. If we make material changes, we will notify you by email or by posting a notice on the Platform prior to the effective date of the changes. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and close your account.

20.2. These Terms, together with the Privacy Policy and any other policies or agreements incorporated herein by reference, constitute the entire agreement between you and Wedly regarding your use of the Platform and supersede all prior agreements and understandings, whether written or oral.

20.3. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

20.4. No failure or delay by Wedly in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

20.5. Wedly may assign or transfer its rights and obligations under these Terms, in whole or in part, at any time without notice to you. You may not assign or transfer any of your rights or obligations under these Terms without Wedly's prior written consent.

20.6. The relationship between Wedly and you is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between Wedly and you.

20.7. A person who is not a Party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms.