Last Update: 9 November 2021

1. Accepting the Terms

These Terms constitute a legally binding agreement (“Agreement“) between you and Picko (as defined below) governing your access to and use of the Picko website, including any subdomains thereof, and any other websites through which Picko makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “Picko Services“). The Site, Application and Picko Services together are hereinafter collectively referred to as the “Picko Platform”.

By accessing or using the site, app or the services, you agree to be bound by the terms of service. If you do not wish to be bound by these terms of service, you may not access or use the site, app or the services.

When these Terms mention “Picko,” “we”, “us”, or “our”, it refers to the company you are contracting with, namely Picko Limited. When these Terms mention “Consumer Users” or “Users”, it refers to the consumer users of the App. “Member” refers to all users of Picko. “Business Partners”, “Businesses”, “Business Users” or “You” refers to Picko’s business partners.

To understand the entirety of our Services and Platform, you may read this Business Terms of Services together with the Consumer Users Terms of Services.

Please read these terms of service (the “Terms”) carefully. By accessing or using the site, app or the services, you agree to be bound by the terms of service. If you do not wish to be bound by these terms of service, you may not access or use the site, app or the services.

2. Privacy and your Personal Information

For information about Picko’s personal information practices, please read Picko’s Privacy Policy, which is hereby incorporated into these Terms of Service. This policy explains how Picko treats your personal Information (as defined by the Privacy Policy) when you use the Site, App and Services. The policy may be updated from time to time. Changes will be effective upon posting to the Site.

3. Description of Services

• Picko is a P2P Marketing Platform for social sharing of card-linked offers for any Consumer Users to discover and share offers surrounding their interests while earning cash rewards from reward programs hosted in Picko Platform.
• We provide marketing service to our Business Partners so they could set up marketing offers and reward programs within Picko Platform and incentivise Consumer Users to promote their offers. The service can be distributed through our official Picko Platform and/or through our authorised service providers.
• Our scope of services may also include any other relevant services not covered in this Clause.

4. Account Registration and Registration Information

• In order to use the Picko Platform, you shall sign up for an account with Picko (the “Picko Business Account”) by providing your Business Registration Number, Hong Kong mobile phone number and other requested information (“Registration Information”).
• Once you submit the required Registration Information, Picko has the sole discretion to determine whether to approve the registration of the account. Picko may use the information you provided to verify your identity when you contact Picko in the future. You hereby grant us the right to make any inquiries we consider necessary to validate your identity.
• If you do not provide all Registration Information, we may refuse you to use the Picko Platform. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your Picko Business Account and making relevant changes.
• You agree and understand that you are responsible for maintaining the confidentiality of your password which allows you to access the Site, App and Services. It is your responsibility to keep any SMS verification codes sent by Picko secured and not to share them with any third party.

5. Offer

• Offers are promotional campaigns hosted on Picko Platform, by Picko or you, i.e. Business Partners.
• Consumer Users will have the opportunity to earn Picko Points, which can be redeemed as cash, based on actions that they may take or transactions that they may conduct as described in a particular offer (“Offer”) made by Picko, by Business Users or by another third party via the Site or App.
• To create an Offer in the Picko Platforms, you shall either (i) fill in the prescribed form and return by email or other official channels to Picko together with necessary attachments or (ii) log in to their Picko Business Account in the App and provide all necessary information to Picko.
• When you create an Offer on Picko, you can customise the following terms specific to the Offer (“Offer Specific Terms“) subject to our confirmation and approval:
  • The marketing budget of the Offer (“Marketing Budget“), which is the maximum cap of Marketing Fee that we will charge you unless you renew the Offer according to the Clause Offer Suspension and Termination”. The Marketing Budget cannot be less than the minimum quota imposed by Picko;
  • The commission rate of the Offer (“Commission Rate“), which is the rate we will charge you at. Pricing structure may include:
    • A fixed percentage of the sales arisen as a result of the Offer you created on Picko; or
    • Tiered level of percentage of the sales arisen as a result of the Offer you created on Picko; or
    • A fixed amount for every sale arisen as a result of the Offer you created on Picko;
  • The effective date (“Effective Date“) is the date that the Offer starts to be effective and any actions done by Consumer User to fulfill the Offer requirements after the Effective Date will be deemed valid; and
  • The expiration date (“Expiration Date“), where any actions done by Consumer User to fulfill the Offer requirements after the Expiration Date will be deemed invalid; and
  • Additional terms and conditions specific to that particular Offer (“Additional Terms“).
• When you create an Offer on Picko, you enter into a contract with Picko and agree to:
  • Provide complete and accurate information about your Offer(s) (such as caption, promotional photo, description, terms of use, location, and duration);
  • Pay Picko the Marketing Fee according to the pre-agreed pricing structure and Commission Rate;
  • Incorporate the standard terms set by Picko in Business Terms of Services and Consumer Users Terms of Services (“Offer Standard Terms“) into the Offers, while you may also incorporate Offer Specific Terms to that particular Offer. Should conflicts arise between the Offer Standard Terms and Offer Specific Terms, the Offer Standard Terms shall prevail;
  • Provide any other information reasonably requested by Picko;
  • Disclose any restrictions and requirements that apply upon the redemption of Offer(s) by a Consumer User (such as any minimum age or minimum spending amount)
• The placement and ranking of Offers in search results on Picko may vary and depend on a variety of factors, such as Member search parameters and preferences. Businesses shall not raise any disputes in relation to the placement and ranking of Offers in search results on Picko.
• You represent and warrant that any Offer you submit and the acceptance of Offer(s) by a Customer User will (i) not breach any agreements you have entered into with any third parties, or other agreements, and (ii) comply with all applicable laws, tax requirements, and other rules and regulations (including having all required permits, licenses and registrations).
• You are the sole party responsible for creating, drafting, reviewing and the accuracy of the Offer Specific Terms when creating an Offer. We are not responsible nor liable for any legal repercussion and/or any loss or damage of any kind arising directly or indirectly (including special, incidental, or consequential loss or damage) from the Offer Specific Terms you create and adopt.
• Upon submission of any Offer, the user and signatory warrants and represents that it has full authority on behalf of the Business to enter into this Agreement. Only the Business itself and our authorised service providers can create Offer on Picko. Any business that tries to transfer or outsource the referred service to any other unauthorised service providers will be terminated immediately.
• After you create an Offer and the Offer becomes available on Picko Platform, you are bound to fulfill the terms and conditions stated in the Offer and this entire Business Terms of Services thereafter a Consumer User accepts your Offer.
• Marketing Budget allocated to an Offer by Business Users cannot be withdrawn in any circumstances before the Expiration Date of the Offers, with the exception that there is no sales arising from the Offer in the Picko Platform.

6. Offer Management

• If you are unable to fulfill any of the conditions of the Offers you created while the Offer has not yet expired, you must immediately inform Picko to request an amendment or termination by email or other official channels, subject to our approval.

7. Offer Suspension and Termination

• Business Users may set a Marketing Budget for the Offers. When the Marketing Budget of an Offer is used up, the Offer will be suspended unless and until the Business Users increase the Marketing Budget for the Offers (“Renewal of Offers”). When the Offer is suspended, Picko will give notification to the Business Users on the suspension of Offers. Should there be no Renewal of Offers within 7 days after the Marketing Budget is used up, such Offers will be terminated.
• When any payment cannot be processed according to Term 12, the Offer will be suspended unless and until the Business Users link a valid credit card or (ii) prepay and maintain sufficient Picko Marketing Credit in the Picko Business Account. After the Offer is suspended, Picko will give notification to the Business Users on the suspension of Offers. If the conditions are not fulfilled such that we are unable to collect the required Marketing Fee within 7 days, such Offers will be terminated.
• Picko reserves the right to validate (or invalidate) sales made during the Offers suspension period. Should conflicts arise due to termination of Offers, Picko will determine the validity of the actions and/or transactions done in relation to the Offer.

8. Qualifying Activity

• Consumer Users can only earn Picko Points if what they have done with the Offer qualifies as a “Qualifying Activity”. Thus, you shall only pay for the Marketing Budget for distributing Picko Points to Consumer Users fulfilling all criteria of Qualifying Activity.
• To be considered as a Qualifying Activity, the following requirements should be satisfied:
  • The Consumer Users must have accepted the Offers in the App;
  • The Consumer Users have fulfilled all Offer Specific Term; and are verified by Picko;
  • For Offers relevant to satisfying spending requirements, the following requirements shall be fulfilled:
    • Purchases or spendings should be made with Business Partners under active Picko Offers;
    • Picko shall verify that the Consumer Users have paid to Business Partners with the validly linked credit cards; and
    • The purchases or spendings made by the Users must be for legal purposes.
  • For transactions that fail to satisfy the requirements of Qualifying Activities stated in the above sub-term, they are considered as invalid activities (“Invalid Activities”). They will not be eligible to redeem Picko Points.

9. Reward Programs – Cashback

• Consumer Users could earn reward for a fixed amount or at a percentage of spending (“Cashback Rate“), depending on the Offer Specific Terms upon any Qualifying Activity, which is completely independent from any discount and rebate programs (the “Cashback Programs”).
• Picko shall distribute cashback in the form of Picko Points, on behalf of the Business Users, to Consumer Users after validating the Qualifying Activity.
• The Cashback Rate is determined by Picko at its sole discretion to optimise marketing campaign effectiveness and maintain sustainable operations of Picko Platform.
• The Cashback Rate shall not be changed within the Offer duration.

10. Reward Programs – Referral Rewards

• Business Users can create Offers which provide Consumer Users the opportunity to invite friends and family members (each, an “Invitee”) to participate in an Offer (the “Referral Programs”) and earn reward for a fixed amount or at a percentage of Invitees’ spending (“Referral Reward Rate“) as a Referrer. Upon the Invitee (i) accepting the invitation to participate in the Offer, and (ii) fulfilling all the requirements of the Offer, Picko shall distribute referral rewards in the form of Picko Points, on behalf of the Business Users, to Referrer specified under the Offer Specific Terms.
• The Referral Reward Rate is determined by Picko at its sole discretion to optimise marketing campaign effectiveness and maintain sustainable operations of Picko Platform.
• The Referral Reward Rate shall not be changed within the Offer duration.
  
  

11. Statement

• Picko will provide daily and monthly statements to the Business User listing all validated sales made by Consumer Users under the Offer and the corresponding amount that the Business User shall pay to Picko during the reporting period.
• Monthly statements will be issued on the last business day of each month.
• If Picko does not receive any disputes within [30] days upon issuance of the monthly statement, the Business Partner is deemed to have approved the transactions covered in the monthly statement.
• Any disputes related to the amount of validated sales arisen under the Offer must be received by Picko together with sufficient supporting evidence within [30] days upon issuance of the monthly statement.
• If you raise any disputes related to the amount of validated sales arisen under the Offer, Picko will review the monthly statement and revise it (if applicable) within [14] days. If the discrepancies arisen are due to the errors made by Picko, Picko will refund the amount to the Business User within the next 14 days. If you further dispute against the amount of validated sales arisen under the Offer after Picko reviews the monthly statement, you and Picko shall negotiate and settle the matter within 14 days.

12. Fees and Payments

• You must (i) link a credit card or (ii) prepay and maintain sufficient Picko Marketing Credit in your Picko Business Account to start creating a new Offer.
• For the purpose of this Term 12, Picko Marketing Credit is the prepaid Marketing Fee to Picko when the Offer starts.
• Payment Method 1: by Credit Card
  • You will be asked to link a credit card when you create an Offer on Picko Platform. We may place a temporary authorisation hold of HK$5,000 on your credit card to ensure execution of this Agreement.
  • Picko will deduct the amount of Marketing Fee according to the issued monthly statement in Term 11 above on the invoice issuance date; or Picko will deduct the amount of Marketing Fee whenever the accumulated balance of Marketing Fee to be charged reaches HK$5,000 (the “Billing Threshold“), whichever happens first (the “Charging Date”).
  • You must provide accurate, current, and complete information when adding a credit card payment method, and it is your obligation to keep your payment method up-to-date at all times. The information required for payout methods will depend on the particular payout method and may include: (credit card) card number, card institution, expiration date, full name, billing address, (Non-credit card)
  • If Picko subsequently cannot charge your credit card on the Charging Date, your Offer will be temporarily suspended according to Term 7 above. For Offers being terminated according to Term 7 above, Picko will issue an invoice due in 14 days for the amount you owed to Picko.
  • Any overdue payment from you to Picko will be subject to 36% interest rate p.a.. Picko also reserves the right to take any action to recover the amount you owed to Picko. You will be liable to cover the legal, accounting and third party debt collection expenses incurred by Picko in recovering the amount you owed to Picko.
  • When you add or use a new credit card as Payment Method, Picko may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts, and ask you to confirm these amounts, or (ii) require you to upload a billing statement.
  • You authorize Picko to store your Payment Method information and charge your Payment Method as outlined in these payments terms. If your Payment Method’s account information changes (e.g., account number, expiration date) as a result of re-issuance or otherwise, we may request you to update your Payment Method on file in your Account.
  • You are solely responsible for the accuracy and completeness of your Payment Method information. Picko is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

• Payment Method 2: Prepay Picko Marketing Credit
  • You will be asked to prepay to purchase Picko Marketing Credit when creating an Offer to cover the amount for Marketing Fee.
  • You shall maintain sufficient Picko Marketing Credit in your Picko Business Account to ensure commitment to this Agreement. You must at all times maintain a minimum balance of HK$2,000 in your Picko Business Account; or an amount set by Picko based on your Offer Specific Terms, business scale and past transactions with us, whichever is higher (the “Minimum Balance Requirement“).
  • Purchase of Picko Marketing Credit shall be paid by bank transfer or cheques.
  • Picko will deduct the amount of Marketing Fee from your Picko Marketing Credit balance for every validated sales.
  • If your Picko Marketing Credit balance falls below the Minimum Balance Requirement, Picko will issue a further notice requesting you to top up the Picko Marketing Credit in order to maintain your active Offers.
  • If you do not pay for the additional amount required and the balance falls to $0 or below, your Offer will be temporarily suspended according to Term 7 above. For Offers being terminated according to Term 7 above, Picko will issue an invoice due in 14 days for the amount you owed to Picko.
  • Any overdue payment from you to Picko will be subject to [36]% interest rate p.a.. Picko also reserves the right to take any action to recover the amount you owed to Picko. You will be liable to cover the legal, accounting and third party debt collection expenses incurred by Picko in recovering the amount you owed to Picko.
  • Unused Picko Marketing Credit is refundable anytime after the completion of the first Offer and all active Offers created by you. You may submit a refund request to us through official support channels. We shall process the refund within 30 days.

13. Termination

• Picko may at its sole discretion, without prior notice, remove or disable access to any Offer that Picko finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to Picko, its Members, third parties, or property. You agree that any termination of your registration may be without prior notice, and you agree that we will not be liable to you or any third party for such termination.
• If all Offers you create have expired or terminated, you may terminate this Agreement and cancel your Picko Business Account at any time by submitting a request to Picko through official support channels. Picko shall process your termination within 60 days upon receipt of your request.
• If you would like to terminate this Agreement and cancel your Picko Business Account while the Offers you create has not expired or you has not paid up fees owed to Picko in accordance to Term 12 above, you may inform your intention to terminate this Agreement and Picko Business Account by submitting a request to Picko through official support channels. You may only terminate this Agreement and Picko Business Account after you pay up all fees owed to Picko in accordance with Term 12 above and you shall remain your commitment to the Consumer Users.

14. Disclaimer of Representations and Warranties

• The site, services, information, data, features, and all content and all services and products associated with the services or provided through the services (whether or not sponsored) are provided to you on an “as-is” and “as available” basis. drop, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “Suppliers“) make no representations, warranties or conditions of any kind, express or implied, as to the content or operation of the site or of the services. you expressly agree that your use of the services is at your sole risk.
• Neither Picko or its suppliers make any representations, warranties, conditions or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content on the site or of the services (whether or not sponsored), and expressly disclaims any warranties and conditions of merchantability, fitness for a particular use or purpose, title, or non-infringement of intellectual property rights. neither picko or its suppliers make any representation, warranty, condition or guarantee that the content that may be available through the services is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
• Some jurisdictions do not allow the exclusion of certain warranties, conditions or the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions liability is limited to the extent permitted by law.

15. Limitations on Picko’s Liability

• Picko cannot guarantee that any information disclosed during the transmission process through the internet is completely secure.
• If you would like to raise any disputes against Picko on any issues, you must raise them to Picko in writing within 7 days upon discovering the events leading to such disputes and provide sufficient supporting proof. Failure of which will constitute a waiver of your rights.
• Damages claimed against Picko shall in all events not exceed the amount of Marketing Budget of all active Offers at the time of initiating the claim against Picko. Further, Picko will not be responsible for any damages you suffered as a direct or indirect result of causes originated by you.

16. Your Indemnification of Picko

• You agree to indemnify and hold harmless Picko and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to reasonable legal fees, in whole or in part arising out of or attributable to your breach of this Agreement, the Site or your use of the Services.

17. Modification and Termination of Services

• We are constantly changing and improving our Platform and the services we provide. We may from time to time change or discontinue any of the services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain services, functionalities or features, we will give you advance notice where reasonably possible.
• Picko will reserve the right to terminate your contract with us with or without reason.

18. Modification of Terms

• Picko reserves the right to modify the Terms of Services from time to time and update them on the official website of Picko. You are deemed to accept the updated Terms of Services upon continuing to use the Picko Platform. Picko will notify the Business Partner by email within 14 days after the modification.

19. Dispute Resolution Between Businesses and Consumers

• Picko will not become involved in legal disputes between Consumer User and Business User. Picko bears no liability, and has no obligation to investigate, participate, or become involved, in any dispute between Consumer Users and Business Users.
• Please refer to Term 19 for further details on governing laws and dispute resolution procedures.

20. Governing Laws and Dispute Resolutions

    a) GOVERNING LAWS

• This Agreement shall be governed by, and construed in accordance with the laws OF Hong Kong.

     b) ARBITRATION

• Please Read This Provision Carefully. It Affects Your Legal Rights.
• This Arbitration provision (this “Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision that may arise between you and Picko. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
• This Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of these Terms of Service constitutes a waiver of your right to litigation claims and all opportunities to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). BOTH YOU AND PICKO AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

     c) Pre-Arbitration Claim Resolution

• For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by emailing us at [email protected] the following information: (1) Your name, (2) Your address, (3) A written description of your Claim, and (4) A description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.

      d) Exclusions from Arbitration/Right to Opt Out

• Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing us at [email protected] with the following information: (1) Your name; (2) Your address; (3) A clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

     e) Arbitration Procedures

• If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The Hong Kong International Arbitration Centre (HKIAC), www.hkiac.org, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
• For arbitration before HKIAC, for Disputes of less than $75,000 USD, the HKIAC’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 USD or more, the AAA’s Commercial Arbitration Rules will apply.

     f) Location of Arbitration – You or we may initiate arbitration in Hong Kong.

• Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

     g) Jury Waiver

• You understand and agree that by accepting this Provision in these Terms of Service, you and Picko are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

      h) Severability

• If any clause within this Provision is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect.

      i) Continuation

• This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of the Services. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.

21. Contact Us

• If you have any questions about these Terms of Service or otherwise need to contact us for any reason, you can reach us by email: [email protected], or you can also call us at (852) 2319 4361.