Merchant Terms of Service
A. SETTLEMENT
1. Shopee shall deduct the Service Fee (inclusive VAT) which Shopee is entitled for and other fees/costs (if any) from the Transaction funds.
2. In addition to the Service Fee mentioned in paragraph (1) above, Shopee shall deduct withdrawal fee in the amount of Rp3,000 (three thousand Rupiah) (inclusive of VAT) from the Transaction funds (the “Withdrawal Fee”) for Merchants using bank accounts other than PT Bank Central Asia Tbk. (BCA), PT Bank Negara Indonesia (Persero) Tbk. (BNI), PT Bank Rakyat Indonesia (Persero) Tbk. (BRI), PT Bank Mandiri (Persero) Tbk. (Mandiri) and PT Bank Seabank Indonesia (SeaBank) as its selected account for payment of the Settlement Funds (as defined below). Shopee reserves the right to amend the Withdrawal Fee without prior notification to the Merchant, and Merchant shall be deemed to have accepted such amendment by continuing to use the Services.
3. The remaining Transaction funds after deducted as mentioned above (“Settlement Funds”) shall be settled by Shopee within D+1 (one) Business Day by remitting the amount to the Merchant’s bank account as separately provided by the Merchant in the ShopeeFood Merchant Registration Form.
4. In relation to the payment of the Settlement Funds as mentioned in paragraph (3) above, Merchant using banks outside BCA, BNI, BRI, Mandiri and SeaBank as the selected account for the payment of the Settlement Funds shall have a minimum balance and perform a minimum withdrawal of Rp25,000 (twenty five thousand Rupiah) in the Merchant Account before Shopee can transfer the Settlement Funds to the bank account selected by the Merchant subject to the imposition of the Withdrawal Fee set out above.
5. Shopee will provide a daily report containing (i) Transactions that occurred 1 (one) day before, (ii) settlement of Settlement Funds made 2 (two) days earlier, and (iii) adjustment of Merchant Account (if any), to the registered e-mail address or other means determined by Shopee.
6. Shopee will issue an invoice to be used by the Merchant to claim Article 23 Income Tax over the Service Fee, if any, to be sent via email or other means determined by Shopee to the Merchant in relation to the Service Fee deducted from the Transaction funds.
B. DISPUTE OVER SETTLEMENT
1. If Merchant does not agree with the calculations of the Settlement Funds, it may dispute the calculations in writing within 7 (seven) Business Days after Settlement funds remittance.
2. Shopee shall respond to such dispute within 5 (five) Business Days of receipt of such notice and the Parties should reconcile and reach a mutual agreement.
3. Shopee’s data shall be conclusive.
4. Shopee is authorized to initiate debit or credit entries to the Merchant Account at any time by written notice to the Merchant, unless otherwise stipulated by Applicable Law, including in order to correct any errors for reconciliation purposes.
5. If Shopee is unable to debit the Merchant Account, Shopee is authorized to resubmit the debit, plus any applicable fees, to Merchant’s designated bank account used for the relevant Transaction and/or instruction or any payment instrument that Merchant has on file with Shopee, or to directly charge by issuing an invoice to the Merchant which shall be paid to Shopee within 3 (three) days since the date of invoice.
C. TAX RELATED
1. If the Merchant is requesting a Tax Invoice, the Merchant shall fill in a Tax Invoice Request Form, (“Form”) as available through the following link: https://docs.google.com/forms/d/e/1FAIpQLSeHqY8cs9Ticcj58p-8RRDVb9wT4e1ya1yoSv_LLXyVuJ_CVg/viewform , correctly, completely, and accurately. The information provided by the Merchant in such Form may be used by Shopee as of the date such information is submitted in the Form and shall not apply retroactively.
2. If the Merchant did not complete such Form, then Shopee will not issue the standard Tax Invoice to the Merchant. On the contrary, Shopee will issue the Tax Invoice by way of combining all in one bulk tax reporting as provided under the applicable tax rules. Merchant agrees to indemnify Shopee from the obligation to submit tax invoice issued, if the Merchant does not complete the Form.
3. If there are any discrepancies in the information shared by the Merchant in the Form with the ones uploaded by the Merchant, Shopee shall be entitled to only use the information provided by the Merchant in the Form.
4. Upon the completion of the Form by the Merchant as meant above, Shopee will issue a Tax Invoice, to be sent via email or other means determined by Shopee to Merchant, to collect the applicable VAT in accordance with the applicable taxation provisions. Shopee shall conduct Tax Identification (Nomor Pokok Wajib Pajak – NPWP) verification filled by the Merchant in the Form through an e-invoice uploader system. The NPWP which cannot be verified by the e-invoice uploader system will not be used in tax invoice issued by Shopee. Shopee shall not be obliged to notify or conduct reconfirmation to the Merchant on the NPWP which fails to be verified.
5. The Service Fee is subject to Article 23 Withholding Tax based on the prevailing tax regulation. Through reimbursement mechanism, Shopee will repay the Article 23 Withholding Tax payable after Merchant provides the proof of the Withholding Tax Slip to Shopee.
6. If there are any changes on the information and document provided by the Merchant through the Form, the Merchant shall report such data changes through https://docs.google.com/forms/d/e/1FAIpQLSeHqY8cs9Ticcj58p-8RRDVb9wT4e1ya1yoSv_LLXyVuJ_CVg/viewform immediately so that the Merchant’s data are always correct, complete and accurate. Information changes shall apply as of the date that such data changes are reported and accepted by Shopee and shall not apply retroactively. Tax Invoice issued by Shopee to the Merchant shall refer to the information provided by Merchant as stated in the Form when such document is issued. Shopee is not obliged to change or fix Merchant’s information in the tax invoice, after the tax invoice is issued.
7. Merchant agrees to indemnify and hold Shopee harmless of and all claims, actions, court proceeding, and indemnification claims from any parties which may arise from the issuance of the Tax Invoice as mentioned in No. 2 or resulted from the information provided by the Merchant through the Form, which is incorrect, misleading and wrong.
8. By completing the Form, registering, filling out data (including registering and re-filling out data), and do transaction through the Platform, using the Platform, accessing the Platform or transacting with Shopee, the Merchant shall accept and provide irrevocable approval to provide agreement binding to Shopee on the Terms and Conditions related to the tax attached in this page, which shall be applicable on the first time the Merchant accessing the Platform.
D. POINT OF SALES MATERIALS (POSM)
1. Shopee may provide Point of Sales Materials (“POSM”) to the Merchant to be installed by the Merchant at the Merchant Outlet.
2. In the event Shopee found any lacks POSM installation, Shopee is entitled to add the POSM in the Merchant Outlet in accordance with Shopee’s standards.
3. The Merchant shall keep and maintain the POSM assets distributed by Shopee.
E. PROMOTION POLICY
1. Merchant may participate in the SKU Discount Program (“SKU Discount Program”) where Merchant may give a discount to certain Products displayed on ShopeeFood Platform. Such SKU Discount Program shall be fully funded by the Merchant.
2. Merchant may participate in the Direct Discount Program (“Direct Discount Program”) where Merchant may give discount to the Customer based on the Customer’s total order price. Such Direct Discount Program shall be fully funded by the Merchant.
3. The minimum discount that can be applied by the Merchant for the SKU Discount Program is 0.01% and the maximum discount that can be applied by the Merchant for the SKU Discount Program is 99.99% for each Product/SKU.
4. The minimum discount that can be applied by the Merchant for the Direct Discount Program is 1% and the maximum discount that can be applied by the Merchant for the Direct Discount Program is 99% for each order.
F. EDC POLICY
1. If Shopee provides an Electronic Data Capture (“EDC”) machine to Merchant in connection with the cooperation in providing food ordering and delivery platform services on ShopeeFood Platform provided by Shopee (“ShopeeFood Services”), then the EDC machine is only lent to Merchant during the period of cooperation between Merchant and Shopee for ShopeeFood Services based on the agreement between Merchant and Shopee (the “Agreement”).
2. The EDC machine is lent by Shopee to the Merchant at no cost except in the case of the EDC machine being lost or damaged as stipulated in section D.9 below.
3. Shopee will install and have the right to check and do of the EDC machines at any time in accordance with Shopee's own policies with prior notification to the Merchant.
4. Shopee will provide training to Merchant or Merchant’s employees on how to operate the EDC machine on the schedule agreed upon by the Merchant and Shopee.
5. Shopee will provide technical and operational support regarding EDC machines in accordance with Shopee's own policies, including but not limited to the supply of thermal paper rolls and internet connections and quotas for EDC machines to be used only for the purposes of ShopeeFood Services transactions and Shopee has the right to monitor machine usage and such matters at any time.
6. The EDC machine must be placed in a place/location that has been agreed between the Merchant and Shopee and the Merchant is prohibited from moving the EDC machine to another place/location without prior approval from Shopee.
7. Without prejudice to Shopee's rights in section D.3 above, the Merchant must preserve and maintain the security and integrity of the EDC machine to keep it in good condition at all times
8. Merchants are prohibited from dismantling, modifying, and/or damaging any and all components of the EDC machine.
9. If the EDC machine is lost and/or damaged due to any reason including but not limited to the actions of the Merchant as stated in section D.8 above but not due to force majeure which can be proven to and accepted by Shopee, the Merchant must pay a fee for replacement/penalty to Shopee of Rp. 3,000,000 (three million Rupiah), not including Value Added Tax (VAT). Shopee will charge and collect VAT from the Merchant by issuing a tax invoice to the Merchant.
10. Shopee reserves the right to deduct replacement costs/penalties in section D.9 above from the Merchant Account (as defined in the Agreement) or charge directly to the Merchant, as appropriate according to Shopee.
11. In the event that the Merchant no longer cooperates in ShopeeFood Services or the termination of the Agreement, the Merchant is obliged to immediately or within the time specified by Shopee, return the EDC machine to Shopee in good condition.
G. CONTENT IN MERCHANT’S MENU
1. Shopee has the right to review the Products submitted by the Merchant to be displayed on ShopeeFood Platform. Merchant shall provide menu image of the Products to be displayed on the ShopeeFood Platform. In the event that, the Merchant fails to provide Shopee with the appropriate information relating to the menu content or the Merchant’s logo, then Shopee shall be entitled to use any default images available to Shopee relating to the Merchant and its Products.
2. Based on the result of the review, Shopee will decide whether the Products can be displayed on the ShopeeFood Platform or not.
3. Products that cannot be displayed in ShopeeFood Platform are, among others, food and beverages that are unusual or unsuitable for consumption by the wider community based on the considerations and policies of Shopee.
4. In addition to selling food and drinks, Merchants can sell items that are intended as eating and drinking tools and/or purchasing or delivering Products on ShopeeFood Platform, which items are also categorized as Products that Shopee will review and decide whether may be displayed on ShopeeFood Platform or not.
5. Merchants can check the list of Products that cannot be displayed and sold on ShopeeFood Services, Products other than food and beverages that can be sold on ShopeeFood Services, and Product naming guidelines on the ShopeeFood Platform, in the following link: https://help.shopee.co.id/s/article/Syarat-dan-Ketentuan-Konten-Menu-di-ShopeeFood
6. Merchant may submit a request for changes in category name and Menu name. Shopee has the right to verify the changes to be displayed on the ShopeeFood Platform.
7. In the event the Merchant submit a request for addition and/or change in its category and/or menu at ShopeeFood Platform which involves alcoholic beverages which by law requires an Alcoholic Beverages Trading Business License (“SIUP-MB”), the Merchant shall provide a copy of the Merchant’s SIUP-MB to Shopee during such request. Merchant is responsible to maintain a valid SIUP-MB at all times and shall be responsible to provide to Shopee a copy of a new/valid SIUP-MB if the Merchant’s SIUP-MB validity period has ended (as relevant).
8. Shopee’s approval to such amendment and/or addition of the Merchant’s category and/or menu at ShopeeFood Platform involving alcoholic beverages shall be subject to the Merchant providing copy of the SIUP-MB by Shopee deemed acceptable by Shopee.
9. Any content changes or additions on the ShopeeFood Platform shall follow the ShopeeFood policies as stipulated in this Merchant SOP or through the link as provided in point G.5 above.
10. In the event that such amendments or additions are agreed by Shopee, the Merchant shall be able to see the changes reflected on the ShopeeFood Platform within 5 (five) Business Days from the date of such request is submitted by the Merchant.
11. In the event that the previously registered menu on ShopeeFood Platform is no longer sold, Merchant may turn off such menu option in Merchant’s ShopeeFood Application or request Shopee to remove such listing.
H. REFUND REQUEST AND APPEAL POLICY
1. Merchant may (subject to the provisions of this Article H) provide refunds to the Customer through the Shopee Platform in certain circumstances, including but not limited to when a wrong Product has been delivered to the Customer or when an Order is only partially fulfilled and therefore the Customer submitted a request for refund.
2. The Merchant agrees and understands that: a. all requests and process of refund may only be conducted through the Shopee Platform by pressing the available button for refund; b. The Merchant is prohibited from directly refunding Customer through any means, including by providing cash to the Customer directly, through the Driver Partner and/or providing of a new Product as replacement. The Merchant acknowledges and agrees that all refunds relating to the failure of Order fulfillment either partially or as a whole will be conducted through the Shopee Platform and Shopee will deduct the balance from the Merchant Account for the purpose of such refund.
3. Certain Merchants determined by Shopee may perform a direct refund by way of Shopee providing the Merchant’s contact number to the Customer. Shopee will inform the Merchant if such Merchant is included in the category of Merchants which is able to perform direct refund to the Customer. If the Merchant is not included in the above category, the provision in this paragraph (3) will not apply to the Merchant and therefore all refund processes shall be conducted through the Shopee Platform in line with paragraph (2) above.
4. Shopee has the sole and absolute right to investigate the refund request and to decide whether such refund request is approved or rejected, and Merchant agrees that it shall be bound by Shopee’s determination.
5. The Merchant agrees that: a. Shopee will send an email on the refund request from the Customer in relation to the Order to the Merchant. b. After the email is sent by Shopee, the Merchant has 2x24 hours to file an objection on such refund request by way of replying the Shopee customer service email and providing further clarification in relation to the justification of objecting such refund request. c. If within 2x24 hours after the email mentioned in poin (a) above was sent the Merchant did not provide any response and did not file an objection towards such refund request, the Merchant will be deemed to have approved the refund request.
I. ORDER CANCELLATION POLICY
Merchant cannot cancel any of the Orders received.
Lastly updated on December 2023
Ver. 19821
