Terms of Service

In these Terms of Service (“TOS”), the following terms shall have the meanings set forth below:

• “Account”: Means the online account registered by and granted to the Customer on the Cardstra System to manage loyalty programs, configure cards, and track Service Fees.
• “Cardstra System”: Includes the website https://cardstra.com, the Cardstra App (for end users), and the Cardstra Staff App (for store employees).
• “Platform Services”: Means the technology solutions provided by GSSP Company Limited (Công ty TNHH GSSP) to support Customers in creating digital membership cards, managing point accumulation, rewards redemption, and customer care activities.
• “Customer”: Refers to organizations, businesses, household businesses, or individuals who enter into a service agreement with GSSP Company Limited (Công ty TNHH GSSP) to use the Cardstra solution.
• “Customer Employees”: Refers to laborers, collaborators, or store managers designated by the Customer to use the Cardstra Staff App to perform point accumulation/deduction operations for end users.
• “End Users”: Includes all Customers, Customer Employees, and the Customers of the Customer.
• “GSSP Company Limited (Công ty TNHH GSSP)”: GSSP Company Limited, tax code 0318103335, located at 2nd Floor, Saigon Paragon Building, 3 Nguyen Luong Bang, Tan My Ward, District 7, Ho Chi Minh City.
• “Confidential Information”: Includes Personal Data (as defined in GSSP Company Limited (Công ty TNHH GSSP)'s Privacy Policy at https://cardstra.com/privacy) and information regarding business operations, customer transaction data, trade secrets, and Intellectual Property Rights related to the Cardstra system.
• “Service Fees”: Refers to the fees (exclusive of VAT) paid by the Customer to GSSP Company Limited (Công ty TNHH GSSP) to maintain the right to use the platform according to the agreed service package.

These TOS and any amendments or supplements from time to time constitute a binding legal agreement between the Customer and GSSP Company Limited (Công ty TNHH GSSP) regarding the provision of Cardstra Platform Services.

By activating the account and using the services, the Customer confirms that they have read, understood, and agreed to comply with the entire content of these TOS as well as GSSP Company Limited (Công ty TNHH GSSP)'s Privacy Policy.

1. Rights and Obligations of GSSP Company Limited (Công ty TNHH GSSP)

1.1. Rights of GSSP Company Limited (Công ty TNHH GSSP):

• Request for Information: GSSP Company Limited (Công ty TNHH GSSP) has the right to request the Customer to provide accurate information and documents related to the Customer and Customer Employees (including Personal Data such as full name, email, phone number, and position) for account creation and management.
• Right to Collect Fees: GSSP Company Limited (Công ty TNHH GSSP) has the right to require the Customer to pay the Service Fees correctly and in full according to the terms of these TOS and the signed Service Agreement.
• Suspension or Termination of Service:
  • Serious Violations: GSSP Company Limited (Công ty TNHH GSSP) reserves the right to unilaterally terminate the provision of Platform Services and immediately block access to the Cardstra System without prior notice in cases of: (i) Cyber-attacks or sabotage of technical infrastructure by the Customer or Customer Employees; (ii) Large-scale reward point data fraud; (iii) Use of services for illegal purposes.
  • Other Violations: For violations not classified as serious, GSSP Company Limited (Công ty TNHH GSSP) will apply the notification and rectification process specified in Article 8.1.
• Legal Note: Any violation by Customer Employees or unauthorized use of the account granted to the Customer shall be deemed a violation by the Customer themselves.

1.2. Obligations of GSSP Company Limited (Công ty TNHH GSSP):

• Operational Assurance: GSSP Company Limited (Công ty TNHH GSSP) shall provide Platform Services to the Customer in accordance with the agreed features and technical standards.
• Technical Support: In reasonable efforts, GSSP Company Limited (Công ty TNHH GSSP) will coordinate to support the Customer in handling technical errors arising from the Cardstra System. For errors arising from third-party infrastructure (such as internet connections, users' mobile devices), GSSP Company Limited (Công ty TNHH GSSP) will coordinate support but shall not be independently liable.
• Information Security: Except for the purpose of providing services or as required by state authorities, GSSP Company Limited (Công ty TNHH GSSP) commits to keeping the Confidential Information and Personal Data of the Customer and Customer Employees confidential indefinitely.

2. Rights and Obligations of the Customer

2.1. Rights of the Customer:

• Service Usage: The Customer has the right to request GSSP Company Limited (Công ty TNHH GSSP) to provide access and use of Cardstra System features according to the registered service package.
• Request for Invoices: The Customer has the right to request valid financial invoices for the paid Service Fees.
• Service Fee Complaints: The Customer has the right to request explanations or adjustments if there are errors in fee calculation. Complaints must be sent in writing within seven (07) working days (excluding holidays, Saturdays, and Sundays) from the date of receiving the fee notification/reconciliation. After this period, the fee information is considered accurate, and the Customer waives the right to complain about such fees.

2.2. Obligations of the Customer:

• Personnel Management: The Customer is solely and fully responsible for: (i) Providing and updating the list of Customer Employees authorized to use the Cardstra Staff App. (ii) Obtaining full consent from Customer Employees and End Users regarding the processing of personal data according to GSSP Company Limited (Công ty TNHH GSSP)'s Privacy Policy.
• Access Control: The Customer must ensure that the use of the Cardstra System is limited to internal use and authorized persons. The Customer must implement security measures for passwords and login devices.
• Responsibility for Point Transactions: For the avoidance of doubt, GSSP Company Limited (Công ty TNHH GSSP) is not responsible for any errors, fraud, or losses arising from point addition/deduction operations performed by Customer Employees on the System (including resigned employees whose accounts the Customer has not yet blocked). The Customer remains obligated to pay service fees arising from these accounts.
• Employee Information: The Customer is obligated to instruct Customer Employees on the proper use of the Cardstra Staff App and compliance with customer data security regulations.
• Payment: Perform full and timely payment of Service Fees according to the method agreed upon in the Agreement.

1. General Representations of the Parties

Each Party represents and warrants to the other Party that:

• Legal Status: It is duly established and operating under the laws of Vietnam, with full authority to sign and perform obligations under these TOS.
• Enforceability: These TOS and related Agreements constitute binding legal obligations for that Party.
• Approval: All necessary internal approvals to participate in and implement these TOS have been passed.

2. Warranties regarding the Nature of GSSP Company Limited (Công ty TNHH GSSP)'s Services

• Role as a Technology Provider: The Customer acknowledges and agrees that GSSP Company Limited (Công ty TNHH GSSP) is a technology solution provider (SaaS). GSSP Company Limited (Công ty TNHH GSSP) provides the Cardstra System platform for the Customer to self-manage their loyalty program.
• Limitation of Content Liability: GSSP Company Limited (Công ty TNHH GSSP) is not the provider of goods, services, or rewards/incentives committed by the Customer to End Users. The Customer is fully responsible for: (i) The legality and validity of point accumulation/redemption programs. (ii) The proper fulfillment of incentive commitments to End Users. (iii) The quality of goods and services provided by the Customer.
• Customer Support: Within reasonable efforts, GSSP Company Limited (Công ty TNHH GSSP) provides technical support services (via email/hotline during business hours or by separate agreement) to receive complaints about system operation and coordinate handling.

3. Customer's Warranties on Data and Privacy

• Individual Consent: The Customer warrants that they have obtained all necessary and legal consents from Customer Employees and End Users regarding providing their Personal Data to GSSP Company Limited (Công ty TNHH GSSP) for processing on the Cardstra System to exercise rights and obligations under these TOS.
• Accuracy: The Customer warrants that all information provided during Account registration (including business information, representative information, employee list) is accurate, complete, and truthful. The Customer commits to promptly notifying GSSP Company Limited (Công ty TNHH GSSP) of any changes.

4. Indemnification and Release for GSSP Company Limited (Công ty TNHH GSSP)

• Release of Liability: Any claims from End Users regarding incorrect point accumulation, loss of points, or inability to redeem gifts due to Customer management errors or Customer Employee operations shall be settled directly between the Customer and the End User. The Customer hereby expressly releases GSSP Company Limited (Công ty TNHH GSSP) from all responsibilities and lawsuits arising from these disputes.
• Indemnification Obligation: The Customer agrees to defend, indemnify, and hold GSSP Company Limited (Công ty TNHH GSSP) (including employees, directors, parent companies, and affiliates) harmless against any claims, costs, damages, or liabilities arising from: (i) Violation of any terms in these TOS by the Customer or Customer Employees. (ii) Third-party claims (including state authorities) related to the legality of the point accumulation program implemented by the Customer on the platform.

The collection, processing, and storage of Personal Data of users and employees shall strictly comply with GSSP Company Limited (Công ty TNHH GSSP)'s Information Privacy Policy (available at https://cardstra.com/privacy).

All information regarding program configuration, target customer data, and transaction history on the system is protected according to the highest technical and legal standards specified in the Privacy Policy. In case of conflict between these TOS and the Privacy Policy regarding data content, the provisions of the Privacy Policy shall prevail.

• GSSP Company Limited (Công ty TNHH GSSP)'s Right to Cancel: Subject to GSSP Company Limited (Công ty TNHH GSSP)'s reasonable discretion and business needs, if GSSP Company Limited (Công ty TNHH GSSP) deems it necessary to stop providing Platform Services to avoid or prevent any claims against GSSP Company Limited (Công ty TNHH GSSP), or to comply with court orders, Government regulations, or changes in laws related to point accumulation services and personal data, GSSP Company Limited (Công ty TNHH GSSP) has the right to cancel the service provision and will notify the Customer as soon as possible.
• Financial Settlement: For the avoidance of doubt, when GSSP Company Limited (Công ty TNHH GSSP) proactively decides to cancel the service under this Article, the Parties shall conduct reconciliation and handle as follows:
  • Refund of Deposit: GSSP Company Limited (Công ty TNHH GSSP) will refund the security deposit (if any) stated in the Service Agreement to the Customer.
  • Refund of Unused Fees: GSSP Company Limited (Công ty TNHH GSSP) will refund the portion of the Service Fees paid in advance but not yet used (pro-rated based on the remaining days of the service package).
  • Refund Timeline: The refund will be made within thirty (30) days from the date the Customer has completed payment of all outstanding fees and financial obligations arising before the time of termination.
• Customer’s Responsibility: In the event of service cancellation, the Customer is responsible for notifying End Users and Customer Employees about the cessation of the point accumulation program on the Cardstra System. GSSP Company Limited (Công ty TNHH GSSP) will support the Customer in exporting current point data (upon request) so the Customer can resolve consumer benefits.

• Compliance with Tax Regulations: The Parties agree that these TOS and all arising fees shall comply with the regulations on taxes, fees, and charges under the current laws of Vietnam, as well as any future tax policy changes.
• Service Fees and Value Added Tax (VAT): The Customer acknowledges that the Service Fees specified in the Agreement/TOS exclude Value Added Tax (VAT). VAT will be applied at the current tax rate. GSSP Company Limited (Công ty TNHH GSSP) is responsible for issuing valid financial invoices to the Customer corresponding to the fees actually collected.
• Tax Support and Coordination: The Customer commits to making best efforts to provide information, tax codes, and perform necessary actions as required by law to support GSSP Company Limited (Công ty TNHH GSSP) in tax declaration, tax finalization audits, or requests for deductions/refunds related to the Platform Services provided under these TOS.

1. Termination for Cause

Each Party has the right to terminate the use of Platform Services and the related Agreement by giving thirty (30) working days' prior written notice to the other Party in the following cases:

• Irremediable Breach: The other Party seriously violates these TOS which, by its nature, cannot be remedied.
• Remediable Breach: The other Party violates the TOS and fails to remedy it within fourteen (14) working days from receiving a notice requesting remedy from the non-breaching Party.
• Insolvency: The other Party goes bankrupt, dissolves, is placed under receivership, or falls into a state of inability to pay due debts.
• Requirement by State Authorities: Termination is mandatory by order or directive of a Government agency or competent management authority.

2. Termination Without Cause

Without affecting the above provisions, either Party has the right to terminate these TOS by giving thirty (30) days' prior written notice to the other Party without stating a reason.

3. Financial Settlement upon Termination

• Outstanding Fees: At the time of termination, all unpaid Service Fees by the Customer shall immediately become due debts. The Customer is obligated to pay in full to GSSP Company Limited (Công ty TNHH GSSP) before the termination takes effect.
• Refund of Prepaid Fees: In case GSSP Company Limited (Công ty TNHH GSSP) terminates under Article 8.2 (without cause), GSSP Company Limited (Công ty TNHH GSSP) will refund the portion of collected Service Fees corresponding to the remaining time of the service package not yet used, after deducting any outstanding debts (if any).
• Refund Timeline: The refund (if any) will be made within fifteen (15) days from the date both parties agree on the final reconciliation minutes.

4. Emergency Service Suspension

GSSP Company Limited (Công ty TNHH GSSP) reserves the right to suspend, adjust, or block access to the Cardstra System (Website, Cardstra App, Staff App) at any time without prior notice in cases:

• To ensure system security or handle urgent technical incidents.
• When detecting signs of reward point fraud or data security violations by the Customer or Customer Employees.
• The Customer is more than seven (07) days late in paying Service Fees compared to the prescribed deadline.

5. Data Processing and Remaining Obligations

• Data Extraction: After termination, the Customer has thirty (30) days to request GSSP Company Limited (Công ty TNHH GSSP)'s support in extracting the user list and point history. After this period, GSSP Company Limited (Công ty TNHH GSSP) has the right to delete or store data according to the Privacy Policy without further obligation to provide it to the Customer.
• Dispute Resolution: The Parties commit to discussing and negotiating in good faith to resolve all disputes arising from termination.
• Survival after Termination: The expiration or termination of these TOS shall not release the Parties from obligations regarding: Confidentiality, Intellectual Property Rights, and Indemnification for damages incurred prior to that time.

• General Confidentiality Obligation: Each Party commits to keep confidential and not disclose to any individual or organization, or use (directly or indirectly) for its own benefit or that of a third party, any Confidential Information disclosed by the other Party. The use of Confidential Information is only permitted for the purpose of performing obligations under these TOS.
• Scope of Cardstra Confidential Information: For the avoidance of doubt, the Customer commits not to disclose to any third party regarding:
  • Business proposals, quotations, fee structures, and separate commercial incentives that GSSP Company Limited (Công ty TNHH GSSP) provides to the Customer.
  • Technical instruction documents, system operation processes, and technological features of the Cardstra System.
  • Any other content related to the financial agreement between the two parties without the prior written consent of GSSP Company Limited (Công ty TNHH GSSP).
• Exceptions: Confidentiality obligations shall not apply to information that:
  • Has been widely publicized at the time of disclosure not due to the fault of the receiving Party.
  • Information that the receiving Party already legally knew before receiving it from the disclosing Party.
  • Information required to be disclosed by law or at the request of a competent state authority.
• Authorized Recipients: The Receiving Party may disclose Confidential Information to the following entities provided that these entities are ensured to comply with corresponding confidentiality obligations:
  • Internal personnel: Directors and employees of the Receiving Party within the scope of work necessary to implement the TOS.
  • Professional consultants: Outsourced auditors, lawyers, financial consultants, provided these parties have signed confidentiality agreements or are bound by professional ethics rules on confidentiality.
• Data Security on Cardstra System: The Customer acknowledges that all transaction data, End User information, and point history on the Cardstra System are Confidential Information. GSSP Company Limited (Công ty TNHH GSSP) commits to protecting this data according to the standards set out in the issued Information Privacy Policy.
• Perpetual Validity: The confidentiality obligations specified in this Article shall remain in effect indefinitely even after the Customer stops using the service or the Agreement between the parties terminates, until such Confidential Information legally becomes public information.

1. Force Majeure

Neither Party shall be liable to the other for delays or failure to perform obligations under these TOS if caused by a Force Majeure event (including but not limited to: natural disasters, epidemics, strikes, national telecommunications infrastructure failures, or large-scale cyber-attacks beyond GSSP Company Limited (Công ty TNHH GSSP)'s reasonable control).

The Party encountering the Force Majeure event must notify the other Party in writing (email/system) as soon as possible about the details of the event and the expected recovery time.

Maximum effort must be made to minimize damage and continue performing obligations as soon as conditions allow.

2. No Waiver

The failure or delay of either Party to enforce any right or remedy under these TOS shall not be considered a waiver of that right. Any waiver of rights is only effective if made in writing and signed by the waiving party.

3. Severability

If any provision of these TOS is declared void or unenforceable by a competent state authority, the remaining provisions shall remain legally valid. The Parties will strive to negotiate to replace such void provision with a new legal provision of equivalent economic meaning.

4. Right to Adjust and Amend

GSSP Company Limited (Công ty TNHH GSSP) reserves the right to amend or supplement the terms of these TOS from time to time to suit product development and legal regulations.

Changes will take effect after being posted on the website https://cardstra.com or notified via email to the Customer. The Customer's continued use of the Platform Services after the changes take effect is considered full acceptance of those changes.

5. No Partnership

These TOS do not create any partnership, joint venture, agency, or employer-employee relationship between GSSP Company Limited (Công ty TNHH GSSP) and the Customer. The Customer has no right to act on behalf of GSSP Company Limited (Công ty TNHH GSSP) to make any legal commitments to third parties.

6. Notices

All notices between the Parties must be made in writing and sent directly, by registered mail, or by email according to the following information:

• To GSSP Company Limited (Công ty TNHH GSSP):
  • Recipient: GSSP Company Limited (Công ty TNHH GSSP)
  • Address: 2nd Floor, Saigon Paragon Building, 3 Nguyen Luong Bang, Tan My Ward, District 7, Ho Chi Minh City.
  • Email: contact@cardstra.com
• To Customer: According to the address/email information that the Customer registered on the Cardstra System.

7. Dispute Resolution and Governing Law

• Governing Law: These TOS are interpreted and governed by the laws of the Socialist Republic of Vietnam.
• Negotiation: When a dispute arises, the Customer needs to send a complaint notice to GSSP Company Limited (Công ty TNHH GSSP) within seven (07) working days (excluding holidays, Saturdays, and Sundays) from the date of the incident. Both parties will conduct negotiations in good faith.
• Litigation: If the dispute is not resolved by negotiation within sixty (60) days, the dispute shall be brought to a competent People's Court in Ho Chi Minh City for resolution.

8. General Provisions

• Entire Agreement: These TOS, together with the Service Agreement and attached Appendices, constitute the entire agreement between the Parties, replacing all previous oral or written exchanges.
• Language: The TOS is established in Vietnamese. In case of an English translation and any inconsistency, the Vietnamese version shall be the sole legal basis for application.