DDP Electronic Acceptance and Consent Terms
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1. Purpose and scope
1.1 These terms govern the manner in which a Merchant accepts the Merchant DDP Responsibility Terms (the "DDP Terms") electronically, the evidential effect of that acceptance, and the circumstances in which a further acceptance is required.
1.2 They apply to every acceptance recorded through the Tanqory platform (the "Platform") and form part of the Merchant Agreement.
1.3 Terms defined in the DDP Terms have the same meaning here.
2. Authority to accept
2.1 An acceptance may be given only by an individual who, at the time of acceptance, holds an owner or administrator role in respect of the relevant store on the Platform.
2.2 By accepting, that individual represents and warrants that:
(a) they are authorised by the Merchant to enter into the DDP Terms on the Merchant's behalf; (b) they have read the version of the DDP Terms presented to them; (c) the Merchant is the entity identified in the Merchant's account; and (d) the covered regime they select is one in respect of which the Merchant intends to elect DDP.
2.3 The Merchant is responsible for the allocation and revocation of owner and administrator roles in its account. Where the Merchant has granted such a role to an individual, and Tanqory acts in good faith and without notice that the individual lacked authority, the Merchant is bound by an acceptance given by that individual. This clause does not apply where Tanqory knew, or ought reasonably to have known, that the individual lacked authority to bind the Merchant.
2.4 An acceptance may not be given by a service account, an application, an integration, an API credential not attributable to a named individual, or any automated process. An acceptance not attributable to a named individual is void.
3. What is presented before acceptance
3.1 Before an acceptance is recorded, the Platform will present to the accepting individual:
(a) the full text of the version of the DDP Terms being accepted, or a durable link to it; (b) the version identifier; (c) the list of covered regimes declared by that version; and (d) a clear statement that acceptance creates a binding legal obligation in respect of import duties and customs liability.
3.2 The accepting individual must take an affirmative action to accept. Acceptance is not inferred from continued use of the Platform, from closing a notice, or from any pre-selected control.
3.3 The Merchant may download or print the accepted text at any time, and Tanqory will make the accepted version available for the retention period in Section 7.
4. The record of acceptance
4.1 On acceptance, Tanqory records:
| Element | Meaning |
|---|---|
| Store | The store for which the acceptance is given, taken from the authenticated request path and never from user-supplied content |
| Version | The version of the DDP Terms presented to and accepted by the individual |
| Covered regime | The single legal regime selected by the individual from the list declared by that version |
| Time of acceptance | The date and time the acceptance was recorded |
| Accepting individual | The identity of the authenticated individual who accepted |
4.2 The record is append-only. It is never amended or deleted. A subsequent acceptance creates a further record and does not alter any earlier one.
4.3 Repeating an acceptance of a version already accepted does not create a second record and has no additional effect.
4.4 The Merchant may retrieve its acceptance history through the Platform.
4.5 The covered regime is recorded as selected by the accepting individual. It is not derived from the Merchant's network address, browser locale, store country, billing country, timezone or market configuration.
4.6 Tanqory may record additional elements from time to time. The absence of any additional element does not affect the validity of a record created in accordance with this Section.
5. Evidential effect
5.1 The Merchant agrees that a record created in accordance with Section 4 is:
(a) evidence, in the absence of proof to the contrary, that the Merchant accepted the identified version in respect of the identified regime at the identified time; (b) admissible in any proceeding; and (c) not to be challenged on the ground that it is in electronic form, that it bears no handwritten signature, or that it is not an original.
5.2 The Merchant waives any right to object to the admissibility or sufficiency of the record on any of the grounds in clause 5.1(c).
5.3 Tanqory's records prevail over the Merchant's in the event of inconsistency, unless the Merchant shows that Tanqory's record is inaccurate.
6. Scope of an acceptance
6.1 An acceptance is version-specific and regime-specific.
6.2 An acceptance of one version is not an acceptance of any other version, whether earlier or later. Acceptance of a later version does not ratify an earlier one.
6.3 An acceptance in respect of one covered regime is not an acceptance in respect of any other regime, even where the same text covers both.
6.4 An acceptance is given for a single store and has no effect for any other store, whether or not under common control.
7. Retention
7.1 Tanqory retains each acceptance record for seven (7) years from the later of the date of acceptance and the date on which the last Shipment made in reliance on it was delivered, returned or otherwise concluded.
7.2 The retention period reflects both the contractual character of the record and the periods for which customs authorities may raise assessments in the covered regimes.
7.3 An acceptance record is retained notwithstanding closure of the store, termination of the Merchant Agreement, or a request for erasure, to the extent retention is necessary for the establishment, exercise or defence of legal claims or for compliance with a legal obligation.
8. Material change and re-acceptance
8.1 Tanqory may publish a new version of the DDP Terms. A change is published as a new version and an existing published version is never amended in place.
8.2 Where a new version is in force, the Merchant must accept it before electing or continuing to use DDP. Until then, DDP is unavailable to the Merchant.
8.3 Tanqory will give notice of a new version through the Platform or by email, stating the version, the effective date and a summary of the change, not less than thirty (30) days before it takes effect, except where a shorter period is required by law, by a regulator, or to address a material legal or safety risk.
8.4 Shipments tendered while an earlier version was in force remain governed by that version.
8.5 A change to the list of covered regimes is a material change and requires a new version.
9. Change of control and transfer of a store
9.1 The Merchant shall notify Tanqory before any transfer of ownership or control of a store, or of the Merchant entity, where DDP is enabled.
9.2 An acceptance is given by and for the Merchant entity identified in the account at the time of acceptance. It does not automatically extend to a successor entity.
9.3 On a transfer of ownership or control, Tanqory may require a fresh acceptance from the successor before DDP remains available, and may suspend DDP until it is given.
9.4 The transferring Merchant remains responsible for all obligations under the DDP Terms in respect of Shipments tendered before the transfer.
10. Withdrawal
10.1 The Merchant may cease electing DDP at any time. Ceasing to elect DDP is prospective and does not withdraw the acceptance.
10.2 The Merchant may withdraw its acceptance by notice to Tanqory. On withdrawal, DDP becomes unavailable to the Merchant and Tanqory may record the withdrawal.
10.3 Withdrawal does not:
(a) affect any Shipment tendered before the withdrawal took effect; (b) affect any order placed and priced on DDP terms before it took effect; (c) extinguish any Import Charge, indemnity or other obligation that accrued before it; or (d) cause the acceptance record to be deleted.
10.4 A withdrawn acceptance cannot be reinstated. A Merchant wishing to resume DDP must accept the version then in force.
11. Suspension of acceptance-dependent functionality
11.1 Tanqory may treat an acceptance as ineffective, and suspend DDP, where Tanqory reasonably believes that the acceptance was given by a person without authority, was obtained by fraud, or relates to a store or entity other than the one identified.
11.2 Suspension under this Section is without prejudice to the Merchant's obligations in respect of Shipments already tendered.
12. Data protection
12.1 The acceptance record contains personal data of the accepting individual, namely their identity within the Merchant's account and the time of their action.
12.2 Tanqory processes that data for the purposes of establishing and evidencing the contractual relationship, complying with legal obligations, and establishing, exercising or defending legal claims.
12.3 The Merchant shall inform the accepting individual of this processing. Processing is governed by the Tanqory Privacy Policy and the Master Data Processing Agreement.
13. General
13.1 These terms are governed by the laws of Singapore and disputes are resolved by arbitration in Singapore under the SIAC Rules, as provided in the DDP Terms.
13.2 If any provision is held invalid or unenforceable, it is severed and the remainder continues in effect.
13.3 The English version prevails over any translation.
Appendix: Counsel decisions embedded in this draft
| Clause | Decision required |
|---|---|
| 2.3 | Enforceability of the apparent authority provision; whether owner or administrator is the correct authorising set |
| 4.1 | Sufficiency of the five recorded elements; whether a document hash or snapshot is required |
| 7.1 | Retention period, measured from which event |
| 8.3 | Notice period before a new version takes effect |
| 9.3 | Whether a successor must re-accept, and the treatment of share transfers |
| 10.2 | Whether a formal withdrawal mechanism is required at all |