Version 3.12 · Last Updated: November 2, 2026 · Effective: Article W.11 added in Version 3.12, and the amendments to §3.2, §3.4 and §12.4, effective November 2, 2026; Version 3.11 amendments effective November 8, 2026; Article W.10 added in Version 3.10 effective October 29, 2026; Version 3.9 amendments effective November 29, 2026; Version 3.8 amendment effective October 28, 2026; takeout / pickup ordering provisions added in Versions 3.6 and 3.7 (including Article W.9) effective November 5, 2026; table-side QR ordering provisions added in Version 3.3 (including Article W.9) effective November 4, 2026; all other provisions already in effect
📌 Legal Entity: The Platform party to this Agreement is SWAY CO., LTD. (registered in Taiwan as 隨食有限公司; brand name "Sui Shi SWAY"; hereinafter "the Platform," "we," or "the Company"). The Merchant is a food and beverage, retail, or service operator registered under this Agreement, or its designated representative (hereinafter "the Merchant," "you").
⚠️ IMPORTANT: Commercial Customer Declaration (B2B) This Agreement is a B2B commercial contract; Merchants are commercial customers (not subject to the protections of the Consumer Protection Act). Upon completing registration and payment, the Merchant is deemed to have, through its authorized representative, fully understood and accepted all terms of this Agreement, and shall not subsequently raise defenses such as failure to read, lack of understanding, or language barriers; the authority of the Merchant's representative is warranted by the Merchant under §2.3. This Agreement shall be read in conjunction with and have equivalent legal effect as the following documents: Refund and Cancellation Policy, Privacy Policy, Terms of Service, Community Guidelines.
1.1 Purpose of Agreement: This Agreement governs the rights and obligations between the Platform and the Merchant arising from the Merchant's use of the SWAY merchant backend management system, advertising placements, member CRM, push notification service, API, restaurant exposure, review responses, point/redemption tools, employee accounts, customer service channels, and other peripheral technical infrastructure (collectively, the "Platform").
1.2 Independent Contracting Parties: The Platform and the Merchant are independent contracting parties. This Agreement does not create a partnership, agency, employment, joint venture, franchise, trust, distributorship, or similar relationship. Neither party has authority to make declarations of intent, sign documents, or assume obligations on behalf of the other; either party's employees are not deemed employees of the other and have no claim against the other for employment liability, labor rights, or labor/health insurance.
1.3 Amendments: The Platform may amend this Agreement, within a reasonable scope, on the basis of regulatory changes, business needs, technical upgrades, third-party dependency changes, or other legitimate reasons. Where an amendment does not constitute a material adverse change to the Merchant (such as purely textual clarifications, or descriptions of new features that do not affect existing rights), it may take effect after notice by publication on the Platform or by backend message. Where an amendment constitutes a material adverse change to the Merchant (such as increasing fees, substantially reducing the Merchant's existing rights, or aggravating the Merchant's obligations), the Platform shall give individual notice to the Merchant's registered email at least 30 days before the effective date; if the Merchant does not accept such material change, it may terminate this Agreement by written notice before the change takes effect, and may claim a pro-rata refund of prepaid fees that have not yet expired. Amended terms apply only prospectively from their effective date and shall not be applied retroactively to the Merchant's current paid period or to rights and obligations already accrued. A Merchant who, after receiving notice of a material change, does not raise an objection within the aforementioned period and continues to use the Platform shall be deemed to have accepted the change.
1.4 Entire Agreement and Order of Priority: This Agreement, together with the documents incorporated by reference above, constitutes the parties' complete agreement regarding use of the Platform, superseding all prior oral or written agreements. In conflicts among such documents, the order of priority is: (a) special clauses of individually signed written contracts; (b) Refund and Cancellation Policy; (c) this Agreement; (d) Terms of Service; (e) other supplementary documents. However, where Section 7.2 or Section 8.4 of this Agreement is more favorable to the Merchant, it applies in priority to the Refund and Cancellation Policy. References in this Agreement and related documents to the "Community Guidelines" mean the Community Guidelines and Reporting Standards; references to the "Copyright Infringement Notice Policy", the "Copyright Notice Policy" or the "DMCA Copyright Notice Policy" mean the Copyright Infringement Notice and Takedown Policy; and references to the "Membership Terms of Service" mean the Terms of Service.
1.5 Benefit of Interpretation: This Agreement was pre-drafted by the Platform and offered for the Merchant's adherence, and thus has the nature of an adhesion contract. Any ambiguous or multiply-interpretable provisions of this Agreement shall be interpreted in accordance with the parties' reasonable commercial intent at contracting and with regard to the principle of good faith; insofar as it is an adhesion contract subject to the equitable interpretation required under Civil Code Article 247-1, neither party excludes the application of that provision.
The Merchant warrants that all information provided to the Platform (including merchant name, registered address, business address, principal's name, contact phone, email, business identification number, bank account, menus, prices, photos) shall be true, accurate, complete, and current, and shall actively update within 5 working days of any change. The Merchant bears full responsibility for damages caused by inaccurate information.
Upon registration or upon the Platform's request, the Merchant shall provide clear copies of the following documents within 5 working days (the Platform may require originals for verification):
If the Merchant refuses to provide documents, provides incomplete documents, or provides forged or altered documents, the Platform may suspend or terminate the merchant account in accordance with the procedures set out in Articles 6 and 11 of this Agreement; paid amounts shall be handled per Section 7.2 of this Agreement, provided that where termination results from a cause attributable to the Merchant (such as forgery or alteration of documents), the consideration for services already rendered shall not be refunded. Where forgery or alteration of documents is involved, the Platform may further pursue the Merchant's criminal liability in accordance with the law.
At contracting and during the term of this Agreement, the Merchant warrants that the following are true. If any warranty is materially untrue, the Platform may terminate this Agreement in accordance with the procedures set out in Articles 6 and 11 of this Agreement, and may seek liquidated damages under Article 11 (such liquidated damages being limited by the cap in Section 11.1 and the principle of mitigation under Civil Code Article 252); paid amounts shall be handled per Section 7.2 of this Agreement:
The Platform has a reasonable right of review over the Merchant's eligibility review, document verification, and account maintenance. Where the Platform finds the Merchant's registration information to be untrue, inaccurate, misleading, or non-compliant with §2.3 warranties, it may suspend or terminate the merchant account; except in urgent circumstances posing an immediate threat to the Platform or to the rights of third parties, the Platform shall, at the time of the disposition or within a reasonable period thereafter, notify the Merchant in a verifiable manner and state the reasons, and shall, within a reasonable scope, afford the Merchant an opportunity to make representations or to cure. Paid amounts are processed per the Refund and Cancellation Policy; where termination results from a cause not attributable to the Merchant, the Merchant may claim a pro-rata refund of paid service fees not yet expired.
The Platform provides a merchant backend management system. The current main features may include the following items (specific features, quotas, restrictions, geographic availability are determined by real-time announcements on the Platform and actual provision; the descriptions below do not constitute any commitment, warranty, or offer by the Company):
The Platform may, based on reasonable legal, technical, security, or operational needs, add, modify, restrict, adjust, or terminate the features, quotas, regions, languages, versions, or pricing structures of the Platform. However, where the Platform substantially reduces or terminates the core features to which the Merchant is entitled under its paid plan (such as the features expressly specified for each plan), such that the Merchant is unable to obtain the principal service corresponding to the consideration it has paid, the Platform shall give individual notice to the Merchant at least 30 days before the effective date; if the Merchant suffers a material adverse effect as a result and is unwilling to accept it, the Merchant may terminate this Agreement and claim a pro-rata refund of paid fees not yet expired. General adjustments that do not concern the aforementioned core features do not constitute a breach. The specific quotas of features and regional availability are determined by the Platform's real-time announcements and actual provision.
The Platform offers the following merchant plans (entitlements and quotas are determined by real-time announcements on the Platform, and the Platform reserves the right to adjust them at any time; prices consist of a Promotional Price and a Regular Price, which apply under §3.2-1, and price adjustments are handled under §1.3 and §6.1):
Paid plans (Plus Merchant, chain plans, Enterprise) do not include a trial period and, apart from the access provided before paid plans open for subscription under §3.4 and the 30-day gift under §3.4-1, do not include any unpaid period; the Promotional Price under §3.2-1 is a price discount, not a trial period. Merchants wishing to evaluate the Platform may use the Free Claim Plan (includes restaurant claim, business status toggle, full menu and store photos, review replies and basic exposure data; the Platform reserves the right to adjust the service scope under these Terms) as an evaluation period before upgrading to a paid plan. The applicable scope is governed by §3.1 of the Refund and Cancellation Policy.
(a) Scope: the prices of the Plus Merchant plan and each chain plan listed in §3.2 consist of a "Promotional Price" and a "Regular Price", which apply under this Section. This Section does not apply to the Enterprise plan or custom plans.
(b) Promotional Period: the start time is the later of: (1) the Paid Plan Opening Time, meaning the paid-plan opening time recorded by the Platform's systems (the time at which the Company has completed its electronic-invoice issuance setup and begins formally accepting paid-plan subscriptions through the merchant backend), which shall not be earlier than the publication of Version 2.6 of this Agreement and of which the Company will give notice under §3.4(b); and (2) the time at which the Merchant is first approved by the Platform. The Promotional Period begins at the start time; the calendar day (Taiwan time) on which the start time falls is not counted, and the period runs for 30 days counted from the following day, ending at 23:59:59 (Taiwan time) on the 30th day. For example, if the start time is 3:00 p.m. on November 1, 2026, the Promotional Period ends at 23:59:59 on December 1, 2026.
(c) Chain plans: each chain plan follows the Promotional Period of the Brand Headquarters merchant. Where the Brand Headquarters submits a chain-plan application under item 7 of Section W.4 before the end of its Promotional Period (including before the Promotional Period begins), the Promotional Period for its chain plans is extended to the end of the 30-day period calculated in the manner of item (b) from the time the Platform makes its review decision on that application.
(d) Promotional-Price Subscription: a paid-plan subscription whose Determination Time falls before the end of the Promotional Period, or before the Regular Price takes effect under item (h), is charged at the Promotional Price (a "Promotional-Price Subscription"); the "Determination Time" is the time the Merchant confirms the subscription in the merchant backend (creation of the order) or the time the first payment is completed, whichever is earlier. Every subsequent renewal of a Promotional-Price Subscription is also charged at the Promotional Price.
(e) Continuous Subscription: if, at the Determination Time (item (d)) of a new subscription, the same Merchant's previous Promotional-Price Subscription has not yet expired, or its paid period ended no more than 7 days earlier, the new subscription is a Continuous Subscription and is also a Promotional-Price Subscription; where the billing cycle or the plan (including an upgrade to a chain plan) is changed during a Continuous Subscription, the Promotional Price listed in §3.2 for the new plan and cycle applies. This applies whether the previous Promotional-Price Subscription ended because auto-renewal was cancelled, a charge failed, a credit card expired, the number of authorized recurring charges was used up, it was handled under §6.3, or the Merchant moved to the Free Claim Plan; however, a subscription that has been refunded does not count as a previous Promotional-Price Subscription.
(f) Regular Price: a subscription that does not meet item (d) or item (e) is charged at the Regular Price; this includes subscribing again more than 7 days after the paid period of the previous Promotional-Price Subscription ended.
(g) Display of charges: the amount charged for a paid plan is the amount shown on the subscription confirmation screen in the merchant backend, and the Platform will not charge more than the amount shown; if the applicable price changes before the Merchant confirms, the Platform will ask the Merchant to confirm again.
(h) Effective date: the provisions of this Section and §3.2 on the Regular Price take effect under §1.3 on October 27, 2026; before that date the Platform will not charge the Regular Price for any paid plan. The other provisions of this Section take effect on the date Version 2.6 of this Agreement is published.
(a) Until paid plans open for subscription, the Company makes the features listed for the Plus Merchant plan in §3.2 (including points, coupons, member management, push notifications, online reservations and queuing, table-side QR Ordering and takeout / pickup ordering, A/B testing, advanced analytics, employee permissions, and employee time clock) available to approved Merchants free of charge. Chain-brand features (multi-store management and the brand-shared member/points/coupon pool), API integration, the paid-plan ranking priority under §W.2, the plan bonus to the carousel-ad quality score and priority customer service remain limited to Merchants subscribing to the corresponding plan.
(b) When paid plans open for subscription, the Company will notify Merchants at their registered email address and through the merchant backend; approved Merchants also receive the 30-day gift under §3.4-1, and a Merchant that subscribes within its Promotional Period under §3.2-1 (which, except as extended under §3.2-1(c), is the same as its gift period) is charged the Promotional Price. From the time its gift period under §3.4-1 ends (or, for a Merchant that has not received the Gift, from the Paid Plan Opening Time), a Merchant that has not subscribed to a paid plan uses the Platform under the Free Claim Plan described in §3.2, may no longer issue new points or create new coupons or rewards, and can no longer accept new members joining it (members who have already joined are not affected); however, the Platform will continue to provide redemption functions for points members obtained and coupons members claimed before that time, until they expire under the Merchant's original rules or are fully redeemed. For a Merchant that has not subscribed to a paid plan, online reservations and queuing that it has turned on stop accepting new reservations and queue entries from that time, and new table-side QR Ordering orders and takeout / pickup orders are no longer accepted, while bills not yet settled may still be settled or voided (reservations and queue entries already made are not affected and the Merchant may handle them as usual; the previous settings are saved), and are restored to the previous settings once the Merchant subscribes to a paid plan and the charge succeeds (or the Company activates a paid plan for the Merchant). A Merchant that uses the Platform under the Free Claim Plan under this item (including on the end of its gift period under §3.4-1) has not had its plan downgraded to Free for the purposes of §9.3 and §9.3-1.
(c) The Merchant's obligation to honor redemption of points it has issued and coupons it has issued to members is governed by the conditions set at issuance and applicable law, and is not extinguished by any change of the Merchant's plan, including a downgrade from a paid plan to the Free Claim Plan. Upon termination of this Agreement, §12.3 applies.
(a) Recipients and period: After paid plans open for subscription, the Company gives each Merchant approved by the Platform, free of charge, 30 days' use of the features of the Plus Merchant plan (single store) (the "Gift"). The gift period is the same as the Merchant's Promotional Period calculated under §3.2-1(b): for a Merchant approved before paid plans open for subscription, it starts at the Paid Plan Opening Time; for a Merchant approved later, it starts at the time the Merchant is first approved by the Platform; the calendar day (Taiwan time) on which the start time falls is not counted, and the period runs for 30 days counted from the following day, ending at 23:59:59 (Taiwan time) on the 30th day. The extension of the Promotional Period for chain plans under §3.2-1(c) does not extend the gift period.
(b) Scope of the Gift: During the gift period, the Merchant may use the same features as those made available before paid plans open for subscription under §3.4(a); chain-brand features, API integration, the paid-plan ranking priority under §W.2, the plan bonus to the carousel-ad quality score and priority customer service are not part of the Gift and remain limited to Merchants subscribing to the corresponding plan.
(c) No payment details; no charge when it ends: The Gift is not conditional on the Merchant providing a credit card or other payment details, or subscribing to a paid plan. When the gift period ends, the Gift ends automatically and a Merchant that has not subscribed to a paid plan returns to the Free Claim Plan under §3.4(b); the Platform will not subscribe the Merchant to any paid plan because of the Gift and will not charge the Merchant any fee for the Gift; advertising placements or other paid items that the Merchant separately purchases during the gift period are charged under the terms applicable to them. The Gift is provided without consideration, is not a paid-plan subscription, is not a trial period, and involves no refund.
(d) Notices: The Platform will state the date and time at which the gift period ends in the notice given when the Gift starts (the notice under §3.4(b) when paid plans open for subscription, or the approval notice given to a Merchant approved later), and, before the gift period ends, will notify the Merchant at its registered email address or through a merchant backend message of: the date and time at which the gift period ends; the handling under §3.4(b) after it ends (including that new points, coupons or rewards can no longer be issued or created, new members can no longer join, and online reservations and queuing stop accepting new reservations and queue entries); and that a subscription to a paid plan made during the gift period is charged the Promotional Price.
(e) Subscribing during the gift period: A Merchant that subscribes to a paid plan during the gift period is charged the Promotional Price under §3.2-1; its paid period starts when the first charge succeeds, and any overlap between the gift period and the paid period is not carried over, credited or refunded. If, before the gift period ends, the Merchant's paid plan ends under §6.3, Section W.6 or any other provision so that the Merchant would move to the Free Claim Plan, the Merchant may continue to use the features of the Gift until the gift period ends, and this item prevails over §6.3 and Section W.6; the suspension of online reservations and queuing under §3.4(b), §6.3 and Section W.6 applies only from the time the gift period ends.
(f) Once only: The Gift is limited to once per store on the Platform; where a Merchant operates more than one store, each store receives the Gift once after it is approved. Where the Gift is obtained again by deleting an account and registering again, opening another account, claiming the same store again, or any other means of circumventing this item, the Company may cancel the Gift so obtained; this does not apply where a store has been transferred and the new operator obtains the claim to it under §2.6. If a Gift is cancelled, its gift period is deemed to end at the time of cancellation.
(g) Changes to the Gift: If the Company discontinues or reduces the Gift under this Section, §1.3 applies; a gift period that has already begun will not be shortened as a result. Where the Merchant's account is suspended or terminated under §2.5, §12.2 or any other provision, the Gift cannot be used during the suspension or after termination and the gift period is not extended as a result; where the Merchant's link to a store is removed under §2.6, the Gift for that store ends at the time of removal.
(a) During the paid period of a paid plan, the Merchant may change its plan or billing cycle in the merchant backend (including upgrades, downgrades and billing-cycle changes); a Merchant that has cancelled renewal but whose paid period has not yet ended may subscribe again to the same or another plan, and a Merchant whose charge has failed may subscribe again with another credit card, in each case under this Section.
(b) Because the amount of each ECPay recurring charge cannot be changed once authorized, a change under the preceding item is made by creating a new recurring authorization: when the Merchant confirms the change, it pays the first period of the new plan and billing cycle; the change takes effect when that charge succeeds, and each later period is charged automatically under the new authorization. After the first charge under the new authorization succeeds, the Platform terminates the original recurring authorization with ECPay. The price of the new plan is determined under §3.2-1 and is the amount shown on the confirmation screen in the merchant backend.
(c) The entitlements of the original plan end when the change takes effect, and the unused value of the original plan for the current period is converted into days of the new plan under Section 3.4 of the Refund and Cancellation Policy; no cash is refunded.
(d) A change to a chain plan requires approval under item 7 of §W.4 and may be made only by the Brand Headquarters, and the brand's number of stores (including the head office) may not exceed the number of stores of the new plan. Where the Brand Headquarters changes from a chain plan to a single-store plan, item 1 of §W.6 applies.
(e) Changes to the Enterprise plan are governed by the individual project contract; where the Merchant pays through an Enterprise payment link provided by the Platform (ECPay recurring billing, credit card) while it has another plan whose paid period has not yet ended, items (b) and (c) apply mutatis mutandis.
(a) Setting and cost: When creating a coupon, the Merchant may set it as "claimable by Plus members only" (a "Plus-Exclusive Coupon"). The content, discount or gift, quantity, validity period and conditions of use of a Plus-Exclusive Coupon are set by the Merchant itself (where a total quantity is set, §3.7 also applies); the benefit is provided and borne by the Merchant, and the Merchant is responsible for honoring it under the conditions it has set. The Company does not bear, subsidize or share any discount or cost of a Plus-Exclusive Coupon, and SWAY Plus subscription fees paid by members are not allocated to the Merchant because it offers Plus-Exclusive Coupons.
(b) Eligibility to claim: A Plus-Exclusive Coupon may be claimed only by members who hold SWAY Plus entitlements at the time of claiming (including members who have been gifted Plus entitlements under §12.1-1 of the Terms of Service, and members who have redeemed Plus entitlements with Platform Points under Section Y.8 of those Terms); however, before the Sales Start Time defined in §12.1-1 of the Terms of Service, the Company may allow all logged-in members to claim Plus-Exclusive Coupons created on or after October 2, 2026 (Taiwan time). Other members can see a Plus-Exclusive Coupon but cannot claim it. Eligibility is determined only at the time of claiming; once a member has claimed a coupon, its use is not affected by the later expiry or termination of the member's Plus entitlements, and the obligation to honor its redemption is governed by §3.4(c).
(c) Notices: After a Plus-Exclusive Coupon becomes available to claim, the Platform may inform, by in-app notification, members who are bound to the store (for a Plus-Exclusive Coupon valid across the whole brand, or where the store belongs to a brand with a shared member pool, to any store of that brand) and are eligible to claim it, and may also send a push notification to members who have agreed to receive marketing push notifications; notices are sent only to members whose binding is in good standing (not unsubscribed from the store's messages and not blocked by the store), who have not turned off notifications and who have not opted out of marketing messages. The recipients, number and frequency of such notices are set by the Platform on the principle of not disturbing members, and are explained in the merchant back office. The Platform may also state in general terms, in its description of SWAY Plus benefits, that Plus members can claim exclusive offers provided by stores (subject to what each store offers).
(d) No guarantee of results: The Company does not guarantee the number or proportion of members who see, are notified of, claim or use a Plus-Exclusive Coupon, or that a Plus-Exclusive Coupon will bring any visits, revenue or other business benefit; the number of SWAY Plus members and any change in it is not a commitment of the Company to the Merchant. The Merchant may not claim compensation or a refund, or allege a breach, on the ground that the claiming or use of its Plus-Exclusive Coupons has not met its expectations.
(e) Knowledge of Plus entitlements: When looking up or redeeming a Plus-Exclusive Coupon, the Merchant can learn that the member held Plus entitlements when claiming it (a coupon claimed while claiming was opened under (b) before the Sales Start Time does not mean that the member is a Plus member). This information is member data under §5.2; the Merchant may use it only for the purpose of redeeming that coupon and may not separately record it or use it for any other purpose.
Coupons for which the Merchant sets a total quantity to be issued (including Plus-Exclusive Coupons; "Limited Coupons") are claimed under the following rules (the corresponding rules for members are in §11.2-1 of the Terms of Service): (a) Eligibility to claim: a Limited Coupon may be claimed only by members whose account has been registered for at least the period set by the Platform, or by existing members of the store (including stores of the same brand that share members with it); "existing member" means a member who joined the store's membership before the Limited Coupon was launched, was signed up by store staff, or has had points awarded by store staff. (b) Automatic voiding if unused: if a member has not used a Limited Coupon within the period set by the Platform after claiming it, the system automatically voids it, even if it is still within the validity period set by the Merchant, and releases the slot for others to claim; the foregoing periods are as shown on the coupon in the App, which the Platform shows before the member claims it, and after claiming it the member is shown the time by which it must be used; the Merchant has no obligation to honor a voided coupon. (c) Per-person claim limit: a voided coupon still counts toward that coupon's per-person claim limit. The per-person claim limit the Merchant sets for its coupons (not only Limited Coupons) is counted across all accounts of the same natural person, as determined under item 7 of §12.1-1 of the Terms of Service.
The Merchant shall ensure all content posted on the Platform (including merchant information, menus, prices, promotional content, event rules, photos, videos, review responses, employee identities) is true, accurate, current, lawful, and non-infringing. The Merchant bears full and absolute legal responsibility (including civil, criminal, and administrative) for content posted; the Platform bears no joint liability.
The Merchant shall not engage in any of the following on the Platform. For violators, the Platform may, in addition to terminating this Agreement in accordance with the procedures set out in Articles 6 and 11 of this Agreement, seek liquidated damages and compensation under Article 11 (the scope of which shall, under Sections 11.1 and 11.2, be measured by the actual damage within the scope of adequate causation); and, where a crime is involved, may file a complaint in accordance with the law:
Within 5 working days of the Platform's written request, the Merchant shall cooperate with: (a) providing supplementary documents; (b) correcting violations; (c) attending merchant communication meetings; (d) cooperating with investigations by competent or judicial authorities; (e) cooperating with the Platform's internal audit or content review. Refusal to cooperate is deemed breach.
The Merchant consents to the Platform's collection, storage, processing, analysis, and aggregation, within the scope reasonably necessary to provide and optimize the Platform's services, of operational data generated by the Merchant on the Platform (including but not limited to impressions, click-through rates, favorites, member binding count, point statistics, redemption records, push open rates, walk-in rates, review counts, average customer spend, geographic heat data). The Platform may use such data for:
When the Platform uses the foregoing data externally (including commercial presentations, pitching, media publicity, industry research, or authorized commercial partners), it shall do so in an aggregated, statistical, or de-identified form that cannot identify the individual merchant's identity. Where external disclosure or authorization in a form that can identify the individual merchant's identity is required, the prior individual consent of that merchant shall be separately obtained, and the merchant may withdraw such consent at any time; however, disclosure of the fact that "the merchant is an onboarded merchant of the Platform" is handled per Section 9.3-1.
Member data the Merchant obtains through the Platform (including but not limited to member ID, QR code, binding time, point records, coupon redemption records, push read records, consumption records, contact information, geographic information, behavioral preferences) is by nature data the Platform has obtained with member consent under the Personal Data Protection Act and entrusted to the Merchant for processing within the Platform's scope. The Merchant is in the position of a fiduciary processor (delegate) with respect to such data, and does not own such data.
The Merchant's use of member data is absolutely limited to the following scope:
The Merchant shall absolutely not engage in any of the following (violators shall be subject to liquidated damages under Article 11, and criminal complaints under Article 41 of the Personal Data Protection Act):
⚠️ SPECIAL WARNING: If the Merchant uses member personal data obtained from the Platform for purposes outside the Platform, in addition to the Platform's right to terminate this Agreement in accordance with the procedures set out in Articles 6 and 11 of this Agreement, to seek liquidated damages under Article 11, and to handle paid amounts per Section 7.2, the Merchant may further face criminal liability under Article 41 of the Personal Data Protection Act of imprisonment of up to 5 years, with or without a concurrent fine of up to NT$1,000,000. The Company may also cooperate, in accordance with the law, with the investigation and prosecution by competent authorities (including the competent authority for personal data protection) and prosecutorial authorities.
The Platform processes personal data of Merchants, Merchant representatives, employees, and members per the Personal Data Protection Act and the Privacy Policy. The Merchant has obtained its representatives' and employees' consent to provide their personal data to the Platform for processing.
After termination of this Agreement, the Platform shall retain necessary transaction records, member records, and merchant data based on legal obligations (up to 7 years), and shall delete or de-identify per the Personal Data Protection Act after expiration. The Merchant may not request the Platform to expedite destruction of all records under this Agreement.
This Section applies to customer personal data created by the Merchant through the Platform's "Customer Roster" function, whether created by batch file import, added record by record in the merchant back office, or created by any other means (the "Imported List"). The Imported List consists of data the Merchant has itself collected outside the Platform; it differs in nature from the member data the Merchant obtains through the Platform (Section 5.2), and the two shall be applied separately.
The fields of the Imported List are limited to the fields provided by the Platform's interface, namely: the customer's name or form of address, contact telephone number, and the notes and tags entered by the Merchant itself. The Merchant shall not, by any means, embed within the foregoing fields any personal data beyond that scope (such as national identification numbers, dates of birth, residential addresses, or financial account information); in the event of a violation, the Platform may delete such content forthwith.
Data concerning the same natural person may exist simultaneously in the member data under Section 5.2 (where the Platform is the collector and the Merchant is the fiduciary processor) and in the Imported List under this Section (where the Merchant is the collector and the Platform is the fiduciary processor). The direction of entrustment in the two cases is the reverse of one another; they shall be applied separately and stored separately, and neither party may invoke one for the other, process them in combination, or treat consent given for one as covering the other. No relationship of analogous application arises between Section 5.2 and this Section.
With respect to the Imported List, the Merchant is the collector and the entrusting party (the controller who commissions the processing) referred to in the Personal Data Protection Act, and the Platform stands in the position of a fiduciary processor (delegate), processing solely on the Merchant's instructions and within the scope of the Platform's functions, except in the cases provided in the proviso to Section 5.6.4(e) and in Section 5.6.6(d) and (e). The Platform acquires no rights in the Imported List by reason of such entrusted processing.
Each time the Merchant (including its authorized employee accounts) performs an import or addition and checks the consent statement, the Merchant thereby makes the following representations and warranties with respect to that operation. Such electronic records constitute the written form agreed by both parties, and the Merchant, in accordance with the declaration of commercial-customer status in the Preamble to this Agreement, may not subsequently assert that the operator lacked authority, did not read, or did not understand them:
The representations and warranties under this Section constitute a special agreement to Section 2.3 with respect to the Imported List.
The limits on the Imported List under this Section constitute a special provision to Section 5.1 and shall apply to the Imported List in priority to Section 5.1; the Imported List does not fall within the "operational data generated by the Merchant on the Platform" referred to in Section 5.1, and the Platform may not assert any processing authority under Section 5.1.
With respect to the Imported List, the Platform:
With respect to the Imported List, the Merchant may use it on the Platform only for the purpose of its own customer service; the Merchant shall not use the Platform to send push notifications, SMS messages, coupons, or any marketing message to the data subjects of the Imported List, nor cross-match, merge, or reverse-identify it against the Platform's member data.
Section 5.3 of this Agreement concerning the Merchant's data protection obligations, notification of data incidents (written notification to the Platform within 24 hours of becoming aware), and the duty to cooperate applies mutatis mutandis to the Imported List.
Where the Merchant violates the representations and warranties in Section 5.6.3 or the limits on use in Section 5.6.5, and the Platform is thereby penalized by a competent authority, is subject to a claim for compensation by a data subject or a third party, or thereby incurs necessary investigation, forensic, data-subject notification, and legal expenses, the Merchant shall, as to the portion attributable to the Merchant's conduct and within the scope of adequate causation, be liable for the amounts actually and necessarily expended or borne by the Platform.
A claim under this paragraph is in the nature of damages, and is not the liquidated damages referred to in Section 11.1 as a pre-agreed measure of damages; its scope is determined per Section 11.2 and is limited to the Platform's actual damage.
The foregoing indemnification does not extend to penalties, claims, or expenses caused by the Platform's own acts or omissions (including inadequate security measures, system defects, or personnel operating errors); the Platform bears such liability itself. Administrative penalties being personal in nature, fines the Platform incurs for breach of its own compliance obligations shall not be passed on to the Merchant. Where both parties are culpable in respect of the same damage, the loss shall be apportioned in accordance with the provisions of the Civil Code on contributory negligence.
Reasonable attorneys' fees incurred as a result of a third-party claim fall within the scope of the foregoing damages; as for attorneys' fees as between the parties in a dispute arising under this Section, they are handled per Section 13.5.
The allocation of liability under this Section is effective only as between the Platform and the Merchant, and does not affect any claim or disposition that a data subject or a competent authority may lawfully make against either party.
Where, through the Platform's intent or gross negligence, the Imported List is leaked or improperly accessed, or the Platform violates the processing limits in Section 5.6.4, the Platform shall be liable under the law for the damage thereby caused to the Merchant, and the liability cap in Section 10.4 shall not apply.
Where the Platform is subject to an investigation by a competent authority or to a third-party claim and intends to seek indemnification from the Merchant under Section 5.6.8, it shall promptly notify the Merchant in writing; the Merchant may participate in the defense at its own expense and shall provide necessary assistance. Before settling such a claim, the Platform shall consult the Merchant's opinion; where the Merchant does not, within 10 days of the Platform's notice, both raise a written objection and propose an alternative, it is deemed to have agreed. Where the Merchant fails to cooperate under this Section, it may not subsequently dispute the reasonableness of the Platform's handling.
The Platform retains audit records of each import, addition, and deletion operation on an Imported List (the merchant employee account performing the operation, the time, the number of records submitted and the number successfully processed, the version of the statement consented to, and the source IP address) for a retention period of 5 years, for use as evidence by both parties and in cooperation with inspections by competent authorities. Such records do not contain the personal data content of the Imported List; to the extent they involve the personal data of the Merchant's employees, they are handled per Section 5.4. The Merchant may at any time request that the Platform provide its own audit records, for the Merchant to keep as its supervision record of the Platform.
Under the Personal Data Protection Act and its Enforcement Rules concerning entrusted processing, the Merchant, as the entrusting party, bears a duty to supervise the Platform in respect of the processing specified in this Section. The Platform shall, upon the Merchant's request, provide the following documents at least once a year for the Merchant to keep as its supervision record: (a) a description of the scope, data categories, methods, and period of processing of the Imported List; (b) a description of the security measures adopted by the Platform; (c) the categories of sub-processors and the principal data locations; (d) that Merchant's audit records of imports, additions, and deletions. Where the Merchant has specific retention instructions, it may submit them in writing (merchant@swayfoodapp.com), and where the Platform confirms them to be technically feasible, the parties shall separately agree on them in writing.
An Imported List is held on the basis of the individual store that imported or created it, and is not shared or viewable among other stores of the same brand through the brand-sharing mechanism under Section W.4. Where a chain brand requires sharing of an Imported List at the brand level, the brand headquarters shall submit a written request and confirm that the stores concerned belong to the same legal entity; where stores belong to different legal entities (such as franchised stores), the flow of data between them constitutes provision to a third party, requires separate statutory grounds under the Personal Data Protection Act, and shall be handled with the procedure for obtaining data subject consent under Section W.5 applying mutatis mutandis.
This Section is drafted under the Personal Data Protection Act of the Republic of China (Taiwan). Where the Merchant's place of business, or the location of the data subjects of the Imported List, is additionally bound by the EU General Data Protection Regulation (GDPR), the Act on the Protection of Personal Information of Japan, the Personal Information Protection Act of Korea, or other foreign personal data laws, the Merchant shall itself confirm the lawfulness of its conduct; the parties may, as required by such laws, separately execute a Data Processing Addendum or standard contractual clauses. Until such separate execution, the Merchant shall not upload personal data bound by such laws.
This Section is a special provision to Sections 5.1 and 2.3 with respect to the Imported List and shall prevail in the event of conflict. After termination of this Agreement, Section 5.6.4 (limits on processing), Sections 5.6.8 through 5.6.11 (indemnification, procedure, and incident notification), and Section 5.6.14 (audit records) of this Section shall remain in effect; the deletion obligations under Section 5.6.7 shall be performed at the times specified in the respective paragraphs and shall not survive after performance, unaffected by Section 12.4.
This Section takes effect on October 1, 2026.
The Merchant shall pay the Platform the following fees per its selected plan and add-on items:
All fees are denominated in New Taiwan Dollars (NTD) and inclusive of tax. The Platform reserves the right to adjust pricing at any time; pricing adjustments do not affect current paid amounts; new pricing applies at next-period renewal. However, a price increase requires individual notice to the Merchant's registered email at least 30 days before it takes effect under §1.3, and the Platform will not raise the renewal price of a Promotional-Price Subscription under §3.2-1 for as long as it remains a Continuous Subscription.
Where a paid plan is charged through ECPay recurring billing (credit card), the paid entitlements of each period end at 23:59:59 (Taiwan time) on the day of the next charge scheduled by ECPay (or, where the Merchant has stopped renewal, on the day on which that charge would have fallen), plus, where the Merchant has obtained converted days under §3.5, its remaining converted days (if a later ECPay charge succeeds only during those converted days, the days that have elapsed are deducted from the converted days); the Platform does not grant any additional grace period. A failed charge is handled according to the following table:
| Situation | Action |
|---|---|
| A recurring charge fails | The Platform notifies the Merchant by registered email or back-office message to update its payment method |
| No successful charge by the end of the current paid period | After the period ends, the plan automatically moves to the Free Claim Plan, and the acceptance of online reservations and queuing from the public is suspended at the same time (reservations already made are not affected; the previous settings are saved); the Platform notifies the Merchant by registered email and back-office message; points and coupons already issued are handled under §3.4(c); the stores of a chain brand are handled under §W.6 |
| A charge succeeds after the downgrade (including a later successful charge under the original recurring authorization, or a new subscription by the Merchant for which payment is completed) | The Platform promptly restores the paid plan according to the plan successfully charged, and restores the acceptance of online reservations and queuing to the settings in place before the downgrade |
| Charges fail multiple times | The Platform may terminate that recurring billing authorization, in which case it notifies the Merchant by registered email or back-office message; a Merchant wishing to continue on a paid plan must subscribe again |
Where the Merchant subscribes again after a failed charge, the Platform, before creating the new subscription, first terminates the Merchant's original recurring authorization with ECPay; if ECPay has not confirmed the termination, the Platform does not create the new subscription, so as to avoid duplicate charges.
Where other fees payable are overdue, the Platform may claim default interest calculated at the statutory interest rate under Civil Code Article 233 and expenses actually incurred for collection that are necessary and reasonable. Attorney fees arising from litigation or arbitration of either party shall, in principle, be borne by each party itself, and shall not be passed on to the other party regardless of the outcome of the case. Measures under this Section are limited to the Merchant's own account; affiliates or other businesses of the principal that are not contracting parties to this Agreement shall not, by virtue of this Section, be automatically disabled or held jointly liable.
The Merchant may request an explanation where it has doubts as to the calculation of the fees.
All fees on the Platform are priced in New Taiwan Dollars and charged in New Taiwan Dollars through ECPay. Where the Merchant pays with a credit card issued outside Taiwan, its card issuer converts the amount at the exchange rate and fees it publishes; any difference arising from exchange-rate fluctuations or the card issuer's conversion fees is borne by the Merchant, and the Company does not adjust the consideration by any internal exchange rate or ratio. Detailed standards are governed by §9.4 of the Refund and Cancellation Policy.
If the Merchant has fee questions, it should preferably, within 14 days of the billing date, submit them per §5.2 of the Refund and Cancellation Policy by email (merchant@swayfoodapp.com) with documentation, so that the Company's customer service can promptly assist in clarification. Under its contract with the issuing bank or third-party payment institution, the Merchant inherently retains the right to initiate a chargeback or to withhold payment, which the Company respects. However, if the Merchant, with respect to amounts that are objectively not in dispute, maliciously or without legitimate reason initiates a chargeback / withholds payment, thereby causing the Company actual damage (such as a dispute-handling fee charged by the payment institution), the Company may claim compensation for its actual and reasonable damage; if the amount of compensation is excessive, the parties agree that the court may reduce it to an appropriate amount under Civil Code Article 252. The Company shall not impose punitive fees on, or terminate the account of, the Merchant for the Merchant's legitimate exercise of its chargeback rights.
7.1 Refunds for merchant plans, advertising placements, and add-ons are absolutely and entirely processed per Article 3 (Merchant Refund Rules) and Article 4 (Advertiser Refund Rules) of the Refund and Cancellation Policy. In conflicts between this Agreement and that Policy, that Policy shall prevail; however, where Section 7.2 or Section 8.4 of this Agreement is more favorable to the Merchant, it applies in priority.
7.2 Key refund principles:
7.3 The Merchant is a commercial customer engaged in business activities; with respect to the services it purchases from the Company for its business, it is not a "consumer" within the meaning of the Consumer Protection Act, and therefore the provisions of the Consumer Protection Act specifically established for consumers, such as the consumer's seven-day right of rescission (cooling-off period), do not in principle apply to this Agreement. However, this Agreement, being pre-drafted by the Company and having the nature of an adhesion contract, remains bound by Civil Code Article 247-1 (provisions of an adhesion contract that are manifestly unfair are void), Article 252 (mitigation of liquidated damages), Article 25 of the Fair Trade Act, and other such provisions; this Section shall not be construed as a waiver by the Merchant of the protections conferred by the foregoing laws.
The advertising placements purchased by the Merchant are occupations of finite resources by reservation. From the moment of scheduling confirmation, the Merchant is deemed to have occupied such resources, and the Platform shall arrange placements per its unilateral scheduling.
The ranking logic and computation formulas of the Service's search results, random recommendations, the Popular Nearby list, popularity rankings, the New Store Zone and other restaurant lists constitute core trade secrets of the Company. The Merchant expressly agrees:
If advertising materials provided by the Merchant violate laws, infringe third-party rights, or cause damages to the Company or third parties (including regulatory fines, consumer complaints, media litigation, reputational damage), the Merchant shall fully compensate all damages, and shall additionally bear liquidated damages under Article 11.
The Merchant warrants that all content uploaded, posted, or submitted to the Platform (including merchant information, menus, photos, videos, event copy, promotional information, push copy, review responses) is lawfully owned or has been lawfully licensed, and, during the term of this Agreement, grants the Company and its affiliates a non-exclusive, sublicensable (only as necessary for the Platform's services) license, within the scope reasonably necessary to provide and promote the Platform's services, as follows:
The Merchant may at any time disable content display in the backend, or withdraw the foregoing license by written notice; after termination of this Agreement or withdrawal of the license by the Merchant, the Company shall, within a reasonable period (except for backups necessary by law or for reconciliation), cease using such content and take it down from the aforementioned external channels. Content that has been lawfully and in good faith cited by a third party, or backups that must be retained as a matter of legal obligation, are excepted.
SWAY's brand, trademarks, logos, interface designs, visual elements, icons, source code, API, algorithms, recommendation logic, database structures, copy, product documentation, instructional videos, merchant backend software, and QR code designs are the Company's intellectual property, protected by the Copyright Act, Trademark Act, Patent Act, Trade Secrets Act, and international conventions. The Merchant shall not counterfeit, copy, modify, reverse engineer, distribute, adapt, or use commercially in any way, nor shall it assist any third party to do so.
The Company may, at its sole discretion, allow the Merchant to use SWAY trademarks and logos on its merchant store, website, or social media promotional materials during the cooperation period, subject to the following limitations:
Where the Merchant proactively provides the Platform with feedback, suggestions, improvement ideas, bug reports, or feature proposals, it grants the Company a non-exclusive, royalty-free license enabling the Company, within the scope of developing and optimizing the Platform, to use and implement such feedback and incorporate it into product features, without compensation (general feedback typically falling within the ordinary scope of product improvement). The foregoing license does not automatically transfer the intellectual property rights the Merchant already holds in the feedback itself; where the feedback contains significant creations protectable by patent, copyright, or trade secret, and the Company intends to acquire the rights thereto or to apply for a patent, the allocation of rights and reasonable consideration shall be separately agreed in writing with the Merchant.
If content uploaded by the Merchant involves third-party intellectual property disputes, the Merchant shall handle all disputes itself and bear all responsibility and costs (settlement amounts, attorney fees, court fees, third-party compensation), and shall fully compensate the Company for damages thus caused.
The Platform is an intermediary service provider, providing information matching, member binding, review presentation, ad placements, and technical infrastructure between Merchants and consumers. The Company:
The Platform is provided on "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, the Company, its affiliates, directors, employees, and partners make no express or implied warranties regarding the Platform:
The Platform's data analytics, recommendation results, and market trend reports are for reference only and do not constitute the Company's commercial advice, prediction, or warranty. The Merchant shall judge for itself and bear all risks of commercial decisions. However, the foregoing non-warranty does not affect the Company's liability for its intent or gross negligence, or for liability that cannot be excluded under mandatory law, for which the Company remains liable in accordance with the law (Civil Code Article 222).
For the following causes not attributable to the Company resulting in service interruptions, performance degradations, business impacts, or losses, the Company, to the extent permitted by law, bears no liability:
The disclaimer in this Section does not apply to the Company's intent or gross negligence, nor to liability that cannot be excluded under mandatory law.
To the maximum extent permitted by law, the Company's total liability to the Merchant for all causes (including contract, tort, unjust enrichment, management of others' affairs, restitution), whether for a single event or cumulative events, shall be capped at the higher of:
The Company, to the extent permitted by law, bears no liability for indirect, incidental, consequential damages, lost profits, business interruption, or business opportunity loss. This cap is the parties' reasonable risk allocation for ordinary circumstances.
The foregoing liability cap and exclusion of damage types do not apply to the following circumstances — in the following circumstances, the Company remains fully liable under the law for the damages caused, without any limitation under this Section:
If the Merchant violates any provision of this Agreement (including but not limited to: Article 2 inaccurate registration information, Article 4 absolutely prohibited acts, Article 5 member data abuse, Article 6 payment obligations, Article 8 advertising legal liability, Article 9 IP infringement), the Company may terminate this Agreement and claim compensation for the damage it actually suffers as a result of such breach.
For certain types of breach whose specific damage is difficult to calculate promptly, the parties may agree on liquidated damages as a pre-estimate of the total compensation for damage; the amount thereof shall be commensurate with the damage that may reasonably be anticipated:
Where the agreed liquidated damages are excessive, the parties agree that the court may reduce them to an appropriate amount under Civil Code Article 252. The Company's claim for liquidated damages or compensation does not affect its right to terminate the contract, suspend, or recover past fees due as agreed; however, with respect to the same damage, liquidated damages and compensation shall not be claimed cumulatively.
The Merchant shall compensate the Company for the actual damage caused, within the scope of adequate causation, by its violation of this Agreement, which may include:
Attorney fees incurred by each party in litigation or arbitration shall, in principle, be borne by each party itself. The Merchant's compensation to the Company is limited to the actual damage within adequate causation; the Company's liability to the Merchant is handled per Article 10. Each party's liability is based on the actual damage within adequate causation, and this Agreement does not create an asymmetrical compensation arrangement under which one party is uncapped while the other is capped.
The original burden-of-proof reversal clause has been deleted; the burden of proof for disputes shall be handled in accordance with the statutory principle under Article 277 of the Code of Civil Procedure.
The liquidated damages and indemnification obligations under this Agreement shall, in principle, be borne by the contracting Merchant itself. The Merchant's representatives, directors, shareholders, and affiliates, not being contracting parties to this Agreement, shall not by virtue of this Agreement automatically be jointly liable for the Merchant's debts. Where, based on credit or risk considerations, the Company requires a specific natural person or affiliate to provide a guarantee for, or to be jointly liable for, the debts under this Agreement, such person shall separately sign a written letter of guarantee or a joint-guarantee contract, which shall take effect only within the scope it has signed and consented to.
Where the Merchant undergoes a dissolution, division, merger, business transfer, change of principal, or other corporate act, it shall do so in accordance with the Company Act and relevant laws, and the debts already accrued under this Agreement shall not be extinguished by such acts; where they are assumed by the succeeding entity through statutory universal succession or agreed assignment, this shall be handled in accordance with the law. A legitimate corporate reorganization by the Merchant does not, in itself, constitute a breach.
Where the Merchant's cooperation is terminated by the Company due to a material breach (such as Article 5 member data abuse, Article 2 forgery or alteration of registration information, money laundering and fraud, or serious infringement of IP rights), the Company may, for a reasonable period (in principle not exceeding 2 years), refuse a renewed application for cooperation by that Merchant under the same business entity; the Company may, having considered the Merchant's subsequent remedial situation, restore its eligibility to apply earlier. The foregoing restriction is limited to the entity that committed the breach and does not extend to natural persons who did not participate in the breach.
Internal records established by the Company for risk control shall be properly safeguarded in accordance with the Personal Data Protection Act, used solely for internal review, and not disclosed externally; the personal data of the Merchant or its related persons shall not be made public; nor shall matters that have not yet been investigated and confirmed, or have not been determined by a competent authority, be published externally. Where the Company has a need to make an external statement, it shall do so in a manner that is truthful, verified, and proportionate, and shall bear legal responsibility for its statement.
The Merchant is entitled to make truthful, good-faith statements, reviews, or complaints regarding its experience dealing with the Company, which the Company respects and does not restrict by this Agreement. The Merchant shall merely not disseminate, on any channel, statements that are false and capable of damaging the Company's reputation using information it knows or ought to know is untrue, or by malicious or harassing means. Where the Merchant violates the preceding sentence and thereby causes the Company actual reputational damage, the Company may, under the relevant provisions of the Civil Code on tort and the right to reputation, claim compensation for its actual damage and demand the removal of the infringement; if the amount of compensation is excessive, the parties agree that the court may reduce it under Civil Code Article 252. The Company shall not assert a breach against, or claim compensation from, the Merchant for the Merchant's legitimate, truthful reviews or lawful complaints.
The Merchant may terminate this Agreement by 30-day written notice (limited to email to merchant@swayfoodapp.com); however, payments made are processed per the Refund and Cancellation Policy, in principle non-refundable and not on a pro-rata basis.
The Company may terminate this Agreement in the following circumstances, and shall notify the Merchant and state the reasons at the time of termination or within a reasonable period; where the Merchant is terminated for a non-attributable circumstance other than a material breach, it may claim a pro-rata refund of paid fees not yet expired:
After termination of this Agreement, the following provisions continue to be effective: Article 5 (Data and Member Data), Article 6 (Collection of Fees Already Incurred), Article 8 (Advertiser's Liability for Past Acts), Article 9 (IP), Article 10 (Disclaimers / Limitation of Liability), Article 11 (Liquidated Damages and Indemnification), Article 12 (Effects of Termination), Article 13 (Dispute Resolution), Article 14 (General Provisions), Article W.11 (retention, export and processing restrictions of employee Attendance Records, until each record's retention period ends), and other provisions that by their nature should continue to apply after termination.
For disputes arising out of this Agreement, the parties should first engage in good-faith communication, with a view to resolving the matter as promptly as possible. Such communication is not a mandatory prerequisite to initiating litigation, arbitration, mediation, a complaint, or the exercise of any other statutory right; either party may at any time exercise its statutory remedies in accordance with the law, without restriction under this Section.
For the avoidance of doubt, no provision of this Agreement shall be construed as restricting or depriving either party of the following statutory rights:
During the handling of a dispute, both parties shall avoid damaging the other party's reputation through statements known to be untrue, or harassing or coercing the other party's personnel; this is a requirement of good faith and protection of the right to reputation, and is unrelated to the legitimate exercise of the aforementioned statutory rights.
The parties may, for disputes arising out of this Agreement, choose to resolve them by individual litigation, mediation, or arbitration; however, this Agreement does not restrict or exclude either party's right to use the selected-party system under Article 41 of the Code of Civil Procedure, the group actions and public-interest actions under Articles 49, 50, and 53 of the Consumer Protection Act, or any other collective or group remedial procedure in which it may, in accordance with the law, participate or which it may initiate.
The interpretation, validity, performance, and disputes of this Agreement and all related documents are governed entirely by the laws of the Republic of China (Taiwan); the application of laws of other countries or regions is entirely excluded.
For all disputes arising out of this Agreement, the parties consent to the Taiwan Taipei District Court as the court of first instance with exclusive jurisdiction. The parties may further consent in writing to arbitration by the Chinese Arbitration Association, Taipei in lieu of litigation (seat: Taipei; arbitrators: 3; arbitration language: Traditional Chinese; arbitration fees borne by the losing party).
For litigation and arbitration arising under this Agreement, the attorney fees incurred by each party shall, in principle, be borne by each party itself; the bearing of litigation costs shall be handled in accordance with the Code of Civil Procedure. However, where a party is found by the court or the arbitral tribunal to have conducted the proceedings in a manner that is manifestly without merit, malicious, or intended to harass, the other party may, under the provisions of the Civil Code on tort and the like, claim compensation for the actual and reasonable necessary expenses (including attorney fees) it thereby incurs; if the amount is excessive, the court may reduce it under Civil Code Article 252.
Where either party repeatedly brings litigation or arbitration in a manner that is manifestly without merit, malicious, or intended to harass, thereby causing the other party damage, the other party may, under Article 184 of the Civil Code and other tort provisions, claim compensation for its actual and reasonable damage (including necessary attorney fees); the determination of malice shall be made by the court or the arbitral tribunal based on the evidence of the individual case.
For the avoidance of doubt, a complaint, petition, or report of unlawful conduct filed with a competent authority is a citizen's statutory public-interest right and is not within the scope of this Section; neither party may, under this Section, impose liability on or claim compensation from the other party for the latter's legitimate exercise of the right to complain or report.
Where any provision of this Agreement is held by a competent authority to be partially or entirely invalid, illegal, or unenforceable, only that provision shall be invalidated under that specific circumstance; this shall not affect the remaining provisions or that provision's validity under other circumstances. The invalidated provision shall be replaced by the closest lawful, valid provision based on its original commercial purpose.
The Company's failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver thereof; the singular or partial exercise of such rights does not preclude exercise of others.
This Agreement, together with the above incorporation-by-reference documents and any written contracts the Merchant and the Company sign separately (including IO, custom contracts), constitutes the parties' complete agreement regarding use of the Platform, and supersedes all prior oral or written agreements, statements, and commitments.
The Company may, as required for a merger, division, business transfer, organizational restructuring, or assignment to an affiliate or successor, transfer the rights and obligations or contractual position under this Agreement to a third party, but shall notify the Merchant within a reasonable period before the transfer takes effect (except as otherwise provided by law or in the case of intra-group restructuring, in principle not less than 30 days). Where there is a risk that the assignee's financial resources or ability to perform are significantly disadvantageous to the Merchant, the Merchant may, within the period specified in the notice, object in writing and terminate this Agreement, and claim a pro-rata refund of paid fees not yet expired. Where the Merchant wishes to assign the rights and obligations under this Agreement to a third party, it shall obtain the Company's prior written consent, which the Company shall not refuse without legitimate reason.
All formal notices between the parties shall be delivered by the following methods: (a) Merchant to the Company: email to merchant@swayfoodapp.com; (b) Company to the Merchant: email to the Merchant's registered email and simultaneous posting in the merchant backend message center. A general notice shall be deemed delivered once dispatched and after it can reasonably be expected to arrive in the ordinary course.
For notices that are materially adverse to the Merchant (such as termination of the contract, fee increases, or demand notices for breach), the Company shall use a method by which dispatch can be evidenced (such as retaining dispatch records, backend read records, or receipts); where the Merchant has specific evidence sufficient to show that the notice failed to arrive due to a cause attributable to the Company, no delivery effect shall arise within the scope of that cause. Each party shall maintain the accuracy and accessibility of its registered contact information, and shall bear responsibility for non-delivery caused by its own erroneous contact information or its failure to update changes promptly.
This Agreement is officially in Traditional Chinese. In case of discrepancy with any translated version, the Traditional Chinese version shall prevail.
The article number headings in this Agreement are for ease of reading only and do not affect the substantive interpretation of the provisions.
This Agreement does not create a partnership, agency, employment, joint venture, trust, or other special relationship between the parties. Both parties are independent contracting parties. The Merchant has no authority to make any declaration of intent or commitment on behalf of the Company.
The following clauses are added at SWAY V1's official launch (May 2026) and have legal effect equivalent to all other clauses of this Agreement; in case of conflict between this section and any preceding section, this section shall prevail.
For any questions regarding this Merchant Service Agreement, please contact:
merchant@swayfoodapp.com
SWAY CO., LTD. (registered in Taiwan as 隨食有限公司; brand name "Sui Shi SWAY")
Taipei, Taiwan
This Agreement Version 3.12, published November 2, 2026; the content amended in Version 3.12 takes effect on the date of publication. Changes in Version 3.12: (1) Article W.11 "Employee Time Clock" is added, explaining that when a Merchant on a paid plan (including the gift period) uses the employee time clock feature, the Merchant is the employer and the collector, the Platform processes the data on its behalf, the Merchant is responsible under labor laws, how records are corrected, that each record is kept for 5 years from the date of the punch, and retention and export after termination; (2) "employee time clock" is added to the features listed for the Plus Merchant plan in §3.2 and in §3.4(a); (3) §12.4 adds the survival of Article W.11. These amendments describe a new feature and neither add to Merchants' existing obligations nor reduce their existing rights.
Previous Version 3.11, published October 31, 2026; the content amended in Version 3.11 takes effect on November 8, 2026 (the same day as Version 3.8 of the Terms of Service). Changes in Version 3.11: (1) §2.7 "Referral Codes (Optional)" is added: a Merchant may enter a referral code when registering, or once using the owner account within 7 days after registration and before its first payment; entering a code does not affect review, plans or prices; a referral of the same store can be established only once; a Merchant that enters a code agrees that the Platform may show the referrer its store name and the stage of the referral, without disclosing its plan, payment amounts or other operating data; and the Merchant receives no additional entitlement for entering a code; (2) §3.6(b) states that members who have redeemed Plus entitlements with Platform Points under Section Y.8 of the Terms of Service are eligible to claim Plus-Exclusive Coupons. This amendment adds an item that Merchants may freely choose and clarifies existing wording; it does not increase Merchants' obligations or reduce existing rights, and the Company notifies Merchants by email to their registered email addresses.
Previous Version 3.10, published October 29, 2026; the content amended in Version 3.10 takes effect on the date of publication; the content amended in Version 3.9 still takes effect on November 29, 2026; the content amended in Version 3.8 takes effect on October 28, 2026; the content added in Versions 3.6 and 3.7 takes effect on November 5, 2026; the content added in Version 3.3 still takes effect on November 4, 2026, and the effective dates of all other provisions and those set by earlier versions remain unchanged; the effective date of the provisions of §3.2 and §3.2-1 on the Regular Price remains as set out in §3.2-1(h). Changes in Version 3.10: a new Article W.10 "Authorization for the Store's E-Invoice Account" is added: where the Merchant sets up, in the merchant back office, an account with its own e-invoice value-added service center and provides the API key, the Merchant authorizes the Company to issue, query and void e-invoices on its behalf in accordance with the Merchant's operations or settings; invoices are issued in the Merchant's name, and the Merchant remains the party obliged by law to issue invoices and to file and pay taxes; the key is kept in encrypted form and may be deleted by the Merchant at any time; and provisions are made on the handling of invoice data, the handling of system errors, and the availability and suspension of the feature. The Article does not apply where no such account is set up. This amendment adds a feature that the Merchant may choose whether to use, does not reduce the Merchant's existing rights or aggravate the Merchant's obligations and, under §1.3, does not constitute a material adverse change to the Merchant; it takes effect on the date of publication.
Previous Version 3.9, published October 29, 2026; the content amended in Version 3.9 takes effect on November 29, 2026.
Changes in Version 3.9: (1) in §2.4, "two-factor authentication" is renamed "two-step verification", and a description of two-step verification is added; (2) the quantities, periods and scope set out in §2.6, §3.6(c), §3.7, §5.3, item 3 of Article W.5 and each item of Article W.9 are now as displayed in the merchant dashboard; (3) the notices, handling time limits and measures in §3.4-1(d), §4.3, §4.4, §5.6.6 to §5.6.13, §6.3, §9.3-1, Article W.5 and Article W.7 are now set out in general terms; (4) Email Blast is deleted from the features of the Free Claim Plan and Plus Merchant in §3.2; (5) the name of a specific AI service provider is deleted from Article W.9, item 6. This amendment includes matters that reduce Merchants' existing rights; under §1.3, individual notice is given to the Merchant's registered email 30 days before it takes effect; a Merchant that does not accept it may terminate this Agreement by written notice before the effective date and claim a pro-rata refund of prepaid fees not yet expired; it takes effect on November 29, 2026.
Previous Version 3.8, published October 28, 2026 and effective the same day.
Changes in Version 3.8: §3.2 states that Plus Merchant is limited to brands with 1 store (including head office), that a brand with 2 or more stores shall subscribe to a chain plan, and that stores of different brands are each subscribed to according to the number of stores of their own brand. This is a textual clarification of the Platform's existing store-count rule for plans, does not materially and adversely affect Merchants under §1.3, and takes effect on publication.
Previous Version 3.7 was published on October 28, 2026; the content added in Versions 3.6 and 3.7 takes effect on November 5, 2026.
Changes in Version 3.7: Article W.9, item 9(f) now provides that the Merchant may set in the merchant dashboard whether to collect a pickup name and phone number (the full number or the last three digits) and whether they are required; such data is collected by, and is the responsibility of, the Merchant, and the Platform keeps it on the Merchant's behalf; it may be used only to verify the person picking up and to contact the customer about that order, and not for marketing, membership sign-up, or any other purpose; where staff enter it for a customer, the Merchant shall tell the customer what it is used for; and §5.2 and §5.3 apply mutatis mutandis. Item 9(b) adds that the Platform may automatically cancel, and void the bill for, a takeout / pickup order that the Merchant has not accepted within a certain time and that has not been paid (except orders already paid or entered by staff); item 9(f) also provides that a chain brand headquarters entering a branch's dashboard as its owner may view the pickup names and phone numbers; item 9(g) adds the deletion period for the pickup name and phone number; and item 5 is amended accordingly. This feature does not collect such data by default and is available only once the Merchant sets it up; under §1.3 this amendment describes a newly added feature and does not materially and adversely affect Merchants, and, after announcement on the Platform and notice by dashboard message, to apply on the same day as Version 3.5 of the Privacy Policy, it takes effect on November 5, 2026.
Previous Version 3.6 was published on October 28, 2026; the content added in Version 3.6 takes effect on November 5, 2026.
Changes in Version 3.6: (1) the title of Article W.9 is changed to "Table-Side QR Ordering and Takeout / Pickup Ordering", and new item 9, "Takeout / pickup ordering", is added (turning it on or off separately, the maximum period in advance for choosing a pickup time, preparing meals only after accepting the order, the time of payment being decided by the Merchant and required to be clearly indicated, losses from orders not picked up or not paid for being borne by the Merchant itself, voiding of orders not picked up, no provision of customers' contact details, retention period, and compliance with applicable laws); item 5 correspondingly adds the data the Merchant can view for takeout / pickup orders; (2) §3.1, §3.2 and §3.4(a) and (b) correspondingly add takeout / pickup ordering. Takeout / pickup ordering is provided only once the Merchant turns it on itself; under §1.3 these amendments are a description of a new feature and have no material adverse effect on merchants; after being announced on the Platform and notified by a message in the merchant backend, and so as to apply on the same day as Version 3.4 of the Privacy Policy, they take effect on November 5, 2026.
Previous Version 3.5, published October 28, 2026 and effective the same day.
Changes in Version 3.5: (1) new §5.7, "Whole-Store Data Download", is added (scope of the download, limited to the owner in person, responsibility for keeping the personal data safe, no download provided after termination, and a Merchant deleting its own account must download before deletion); (2) §12.3 adds a reminder to download the data before termination. These amendments are a description of a new feature and take effect under §1.3 after being announced on the Platform and notified by a message in the merchant backend.
Previous Version 3.4, published October 28, 2026 and effective the same day.
Changes in Version 3.4: (1) in the opening "Commercial Customer Declaration", the wording "lack of representative authority, articles of association restrictions" is deleted, and it is stated that the authority of the Merchant's representative is warranted by the Merchant under §2.3; (2) in the "Special Warning" in §5.2, the authorities whose investigations the Company may cooperate with are corrected from "competent authorities (the Personal Data Protection Commission, prosecutors' offices)" to "competent authorities (including the competent authority for personal data protection) and prosecutorial authorities" (the provisions on the Personal Data Protection Commission have not yet entered into force). These amendments are purely clarifications of wording, have no material adverse effect on merchants, and take effect under §1.3 after being announced on the Platform and notified by a message in the merchant backend.
Previous Version 3.3, published October 28, 2026; the content added in Version 3.3 takes effect on November 4, 2026.
Changes in Version 3.3: (1) new Article W.9, "Table-Side QR Ordering", is added (plans, no handling of funds, Merchant obligations, cancellation and voiding, customer data, creating menus from photos, no guarantee of real-time delivery, and cash register records); (2) §3.1, §3.2 and §3.4(a) add table-side QR Ordering; (3) §3.4(b) adds that new QR Ordering orders are no longer accepted when the plan period ends. Under §1.3 these amendments are a description of a new feature; after being announced on the Platform and notified by a message in the merchant backend, and so as to apply on the same day as Version 3.1 of the Privacy Policy, they take effect on November 4, 2026.
Previous Version 3.2, published October 24, 2026 and effective the same day.
Changes in Version 3.2: (1) chain plans are now priced by the brand's number of stores (including the head office): the former "Chain Lite" and "Chain Pro" plans in §3.2 are replaced by the Chain plans for 2, 3, 4 and 5 stores (the price of the Chain plan (2 stores) is the same as that of the former Chain Lite), and every chain plan includes the POS integration API and brand color/icon customization; the scope of the Enterprise plan is changed from "more than 20 stores" to 6 or more stores (including the head office); the former Chain Pro plan is discontinued; the related wording in §2.2, §3.2-1, §3.5, §6.1, §6.5 and the "Chain Brand" chapter is amended accordingly, and the number of stores is always counted including the head office; (2) the description of "Advertising placements" in §3.1 is amended to state that the same slots and pricing rules apply to all plans and that paid plans additionally receive the plan bonus to the carousel-ad quality score, consistent with the services actually provided by the Platform. These amendments have no material adverse effect on merchants (the prices of the chain plans for 2 to 5 stores are no higher than those of the former plans, and features are added; no merchant had subscribed to the former Chain Pro plan before this amendment) and take effect on the publication date under §1.3.
Previous Version 3.1, published October 24, 2026 and effective the same day; the effective date of the provisions of §3.2 and §3.2-1 on the Regular Price remains as set out in §3.2-1(h). Changes in Version 3.1: in the Traditional Chinese original, the last part of §3.2 is reworded from "merchants who need a trial may use the Free Claim Plan ... as an evaluation period" to "merchants may first use the Free Claim Plan ... for evaluation", so that the Free Claim Plan is not read as a trial period; paid plans still do not include a trial period. The English text of §3.2 already used this wording and is unchanged. This is a purely textual clarification that has no material adverse effect on merchants and takes effect on the publication date under §1.3.
Previous Version 3.0, published October 14, 2026 and effective the same day; the effective date of the provisions of §3.2 and §3.2-1 on the Regular Price remains as set out in §3.2-1(h); this version also deletes the bracketed note after "This Section takes effect on October 1, 2026" at the end of Section 5.6, which is an editorial change only (notice and effect of amendments remain governed by §1.3). Changes in Version 3.0: (1) new §3.4-1 "30-Day Gift After Paid Plans Open for Subscription": after paid plans open for subscription, approved Merchants receive, as a gift, 30 days' use of the features of the Plus Merchant plan (single store), limited to once per store on the Platform (where a Merchant operates more than one store, each store receives the gift once); the gift period is the same as the Merchant's Promotional Period calculated under §3.2-1(b) (for a Merchant approved before paid plans open, it starts at the Paid Plan Opening Time; for a Merchant approved later, it starts when the Merchant is first approved); the features are the same as those made available before paid plans open under §3.4(a) (excluding chain-brand features, API integration, the paid-plan ranking priority under §W.2, the plan bonus to the carousel-ad quality score and priority customer service); no payment details are required, and the gift ends automatically and the Merchant returns to the Free Claim Plan, without the Platform subscribing the Merchant to any paid plan or charging any fee for the gift (advertising placements or other paid items separately purchased during the gift period are charged under the terms applicable to them), and the gift is not a trial period; the Platform states when the gift ends in the notice given when it starts, and gives notice by registered email and merchant backend message at least 7 days before it ends; a subscription made during the gift period is charged the Promotional Price, its paid period starts when the first charge succeeds, and any overlap with the gift period is not carried over, credited or refunded; a Merchant whose paid plan ends before the gift period ends may keep using the gift features until the gift period ends (this prevails over §6.3 and Section W.6); a gift obtained again by registering again, opening another account, claiming the same store again or similar means may be cancelled, and a cancelled gift period is deemed to end on cancellation, except where a store has been transferred and the new operator obtains the claim under §2.6; the gift cannot be used while the Merchant's account is suspended or after it is terminated, and where the Merchant's link to a store is removed under §2.6, the gift for that store ends at the time of removal; (2) the time from which a Merchant that has not subscribed to a paid plan may no longer issue new points or create new coupons or rewards under §3.4(b), and from which its online reservations and queuing stop accepting new reservations and queue entries, is postponed from the time paid plans open for subscription to the end of that Merchant's gift period (for a Merchant that has not received the gift, it remains the Paid Plan Opening Time), and §3.4(b) now states that new members can no longer join from that time (members who have already joined are not affected), consistent with the statement in §3.2 that the Free Claim Plan does not include a member system; §3.4(b) also states that the Promotional Period under §3.2-1 is the same as the gift period, except as extended under §3.2-1(c); (3) §3.4(a) now states that the plan bonus to the carousel-ad quality score remains limited to Merchants subscribing to the corresponding plan, consistent with how the Platform actually calculates it; (4) §3.2 now states that, apart from the access provided before paid plans open under §3.4 and the 30-day gift under §3.4-1, paid plans do not include any unpaid period, and the description of the Free Claim Plan now also refers to §3.4-1; (5) §3.4(b) now states that a Merchant using the Platform under the Free Claim Plan under that item (including on the end of its gift period) has not had its plan downgraded to Free for the purposes of §9.3 and §9.3-1; (6) item 2 of §W.2, "If SWAY modifies the algorithm, it shall give notice 30 days in advance via the Merchant Portal", is changed so that notice via the Merchant Portal at least 30 days before the change takes effect, in accordance with §1.3, is required only if a matter set out in item 1 of that Section (including the main ranking axis, the conditions and scope of priority for merchants on a paid plan, and the placement of advertising and its not affecting natural recommendation ranking) is changed; other adjustments to ranking and recommendation logic that do not involve those matters fall within the operational discretion under §8.3 and do not require prior notice; (7) new §3.6 "Plus-Exclusive Coupons": the Merchant may set a coupon it creates as claimable by Plus members only; the benefit is provided and borne by the Merchant, which is responsible for honoring it, and the Company does not bear or subsidize it; eligibility is determined only at the time of claiming (including members with gifted Plus entitlements; before the Sales Start Time under the Terms of Service, the Company may allow all logged-in members to claim coupons created on or after October 2, 2026), and use after claiming is not affected by the expiry of the member's Plus entitlements; the Platform may notify eligible bound members (for a coupon valid across the whole brand or a brand with a shared member pool, members bound to any store of the brand; once per coupon per member, one notice per member per day, one coupon per store per day); the Company does not guarantee the number of members who see, claim or use the coupons or any business benefit; when looking up or redeeming such a coupon the Merchant can learn that the member held Plus entitlements when claiming it, and may use this information only for redemption; §3.1 is updated accordingly; (8) new item 8 of §W.4 "Scope of the Brand Headquarters' Management": stores the Brand Headquarters itself adds in the merchant backend (including those operated by a franchisee or another third party) are managed by the Brand Headquarters, which may enter their merchant backend, invite Store Managers for them and close them; a store that the Platform has merged into a brand and that already had its own merchant account (including a franchised store) is run by its owner, and the Brand Headquarters may not enter its merchant backend or close it, and may not create or reactivate its employee accounts, reset their passwords or change their permissions or names, but may only view them (the list showing each employee account's email, name, role, permissions, active status, last login time and creation time) and deactivate them (the store's owner being informed of a deactivation); the Brand Headquarters may change the store name, branch label and contact telephone number of each store in the brand, the Platform records the content before and after each change, and the Brand Headquarters is responsible for any resulting inaccuracy; members who joined a Self-Operated Store before the merger share their membership with the brand's stores under item 4 from the merger and may leave at any time in the App; item 5 of §W.4 (also stating that, while brand sharing is in effect, member lists are shown on a brand-wide basis), items 1 and 2 of §W.5 (also stating that a Self-Operated Store's withdrawal from the brand is notified to the Platform in writing and handled case by case, the store taking part in brand sharing until then) and item 1 of §W.6 are updated accordingly; (9) item 3 of §W.5 describes store closure as the Platform actually handles it: while a store is closed, its merchant backend can no longer be used, it is shown as temporarily closed, is not recommended, does not accept online reservations or queuing and does not count toward the store limit, and its own coupons, rewards and advertising are suspended and restored when it reopens; unused coupons of the store that members hold cannot be used while it is closed, but the obligation to honor them does not end, and where their validity period expires during the closure the Brand Headquarters provides an equivalent redemption or compensation; advertising fees already settled are not refunded or deferred because of the closure; the store's claim to the store is retained; members may continue to accumulate and redeem points at other operating stores of the same brand (where fewer than 2 stores remain in operation and the shared member pool stops, after joining that store's membership), and unused redemption codes may be redeemed at operating stores of the same brand that share the same points ledger; the store's Imported List is kept and is not deleted because of the closure, closure is not a suspension under §5.6.7(b), while the store is closed the Brand Headquarters may ask the Platform by email to export or delete it on its behalf within 5 business days, and where a store has been closed for more than 12 months without being reopened the Platform may follow the procedure in §5.6.7(b), with §5.6.7(a) updated accordingly; the cases in which a closure is not accepted and the limits on reopening (number of times and store slots) are also set out; (10) new §3.7 "Limited Coupons": coupons for which the Merchant sets a total quantity may be claimed only by members whose accounts were registered at least 7 days earlier or by existing members of the store; a coupon not used within 3 days after claiming is automatically voided by the system even if it is still within the validity period set by the Merchant, and its slot is released (the Merchant has no obligation to honor a voided coupon); a voided coupon still counts toward the per-person claim limit, and the per-person claim limit set by the Merchant is counted across all accounts of the same natural person; §3.1 and §3.6(a) are updated accordingly; (11) "Review manipulation" in §4.2 now includes creating or marking false records of points awarded, redemptions, queue seating, or reservations seated or completed so that particular reviews are or are not included in the average star rating; (12) the scope of the Enterprise plan in §3.2 is corrected from "20+ stores" to "more than 20 stores", consistent with the 20-store limit of the Chain Pro plan; (13) the timing for submitting ad materials in §8.2 is changed from "at least 7 working days before launch date" to "must pass review before the Merchant bids", consistent with how the daily ad auctions actually operate, and the statement on a rush handling service and rush handling fee, which the Platform does not offer, is deleted. These amendments are made before paid plans open for subscription; as of October 14, 2026, all existing merchant accounts on the Platform are the Company's internal test accounts, and no Merchant has a plan whose paid period has not yet ended; items (1), (2) and (4) postpone the time from which the Free Claim Plan applies and add a free gift, items (3), (5), (11), (12) and (13) reflect how the Platform actually operates or clarify the scope of existing provisions, and item (7) describes a new feature that does not affect existing rights, none of which materially and adversely affects Merchants; when items (6), (8), (9) and (10) are made, no Merchant is adversely affected by them; under §1.3, this version takes effect on the date of publication.Further change in Version 3.0: (14) Section 1.4 adds a statement of which documents are meant by the "Community Guidelines", the "Copyright Infringement Notice Policy", the "DMCA Copyright Notice Policy" and the "Membership Terms of Service"; this is a purely editorial clarification that does not materially and adversely affect Merchants and takes effect on the date of publication under §1.3.
Previous Version 2.9 published October 1, 2026 and effective the same day; the effective date of the provisions of §3.2 and §3.2-1 on the Regular Price remains as set out in §3.2-1(h). Changes in Version 2.9: new §9.6 "AI Translation of Merchant Content": content that the Merchant enters in Chinese may be automatically translated by AI into other languages and displayed to members, and the Platform may provide such content to AI service providers for processing for this purpose; the Merchant shall review the translations of its own content in the merchant back office and correct errors, including after changing the Chinese original; if a translation differs from the Chinese original, the Chinese original prevails. This amendment is made before paid plans open for subscription; all existing merchant accounts on the Platform are the Company's internal test accounts, and no Merchant has a plan whose paid period has not yet ended; it takes effect on the date of publication under §1.3.
Previous Version 2.8 published September 30, 2026 and effective the same day. Changes in Version 2.8: (1) new §2.6 "Store Claims and Ownership Appeals": a store may be claimed by only one merchant account at a time, and a Merchant may claim only a store it actually operates (the same applies when the Brand Headquarters links a store as a branch, and a link to a store not already held by that brand takes effect only after the Platform's review and approval); a claim for which email verification has not been completed within 72 hours of submission and which has not been approved (other than a claim made by the Brand Headquarters for a branch), and the claim of a deleted merchant account 30 days after deletion, are released automatically; the actual operator of a store (including a new operator after a transfer) may file an ownership appeal, and where the Platform so determines after verification, it may remove the original merchant account's link to the store and notify both parties by email; (2) in §3.2, the Free Claim Plan is described according to the features the Platform actually provides — restaurant claim and basic information management, business status toggle, full menu and store photo listing (same as paid plans), viewing of and public replies to customer reviews, and basic exposure data — and the references to a "simple menu" and "7-day basic data" are deleted; the features of the Plus Merchant plan are aligned with the merchant plans page, expressly including all Free Claim Plan features, member management and segmentation, employee accounts and permissions, the advanced analytics dashboard and reports, Email Blast, ranking priority among stores with the same rating and the plan bonus to the carousel-ad quality score, and the reference to an "unlimited menu" is deleted; (3) §3.4(b) states that when paid plans open for subscription, online reservations and queuing turned on by a Merchant that has not subscribed to a paid plan stop accepting new reservations and queue entries (those already made are not affected and the previous settings are saved), and are restored once the Merchant subscribes to a paid plan and the charge succeeds (or the Company activates a paid plan); (4) new §3.5 "Changing Plans During a Paid Period": the Merchant may upgrade, downgrade or change its billing cycle during a paid period through a new ECPay recurring authorization, paying the first period of the new plan on confirmation, with the change taking effect when that charge succeeds; the unused value of the original plan is converted into days of the new plan under Section 3.4 of the Refund and Cancellation Policy, and no cash is refunded; §6.3, §7.2 and item 1 of §W.6 are amended accordingly, and where the Brand Headquarters changes to a single-store plan during a paid period, the current paid period of the chain plan ends when the change takes effect; (5) new item in §2.4, "Restrictions on and records of employee actions": manual adjustments of a member's points in the merchant back office without the member presenting their member QR Code in store are limited to the owner, Store Managers and employees authorized by the owner, and the operator is recorded; (6) new item in §5.3, "Limits on employee access to customer data": employees may view customer contact data in reservations and queue entries only with the corresponding management permission and only for the most recent 30 days. The foregoing amendments are made before paid plans open for subscription; all existing merchant accounts on the Platform are the Company's internal test accounts, and no Merchant has a plan whose paid period has not yet ended; each amendment either describes how the Platform actually operates or adds a plan-change option available to Merchants, and takes effect on the date of publication under §1.3.
Previous Version 2.7 published September 29, 2026 and effective the same day. Changes in Version 2.7: (1) §1.4 and §7.1 state that where §7.2 or §8.4 of this Agreement is more favorable to the Merchant, it applies in priority to the Refund and Cancellation Policy; (2) under §2.4, the Merchant is required to enable two-factor authentication only when the Platform offers it; (3) §3.2 states that the Chain Pro plan includes the POS integration API and brand color/icon customization; (4) a proviso is added to §5.6.4(e): when a Platform member deletes their account, the Platform may use that member's telephone number to delete records with the same number from each merchant's Imported List, and notifies the merchants concerned only that a record in their roster has been deleted at the data subject's request, without disclosing that the data subject is a Platform member; §5.6.2 is amended accordingly; (5) the way of confirming under §5.6.6(c) that the requester holds the telephone number is corrected from an SMS verification code to the requester providing material sufficient to show that they hold that number, or the Platform contacting the requester at that number; under §5.6.6(d) and (e), the Platform may, after identity verification, search all merchants' Imported Lists by the data subject's telephone number and forward the request to the merchants concerned, and, where the data subject requests deletion and has been verified, may delete that record forthwith and notify the merchants concerned; (6) §5.6.4(a), §5.6.5 and §5.6.7(a) now describe what the Customer Roster actually offers (the merchant back office provides import, CSV export and deletion of the entire list; an individual record can be deleted by the Platform, from that Merchant's Imported List only, within 5 business days on request by email stating the record's telephone number, with an audit record kept), and state that daily database backups are retained for no more than 30 days; §5.6.7(b) states that a Merchant whose account is suspended, rejected or terminated may still export or delete its Imported List in the merchant back office during the export period; database backup storage services and code version control and automation services are added to the sub-processor categories in §5.6.12(a); (7) §6.3 now describes how ECPay recurring billing actually works: the paid entitlements of each period end on the day of the next charge scheduled by ECPay (or, where the Merchant has stopped renewal, the day on which that charge would have fallen), with no additional grace period; the Merchant is notified by email and back-office message when a charge fails, the plan moves to the Free Claim Plan and the acceptance of online reservations and queuing from the public is suspended if no charge has succeeded by the end of the period, both are restored when a later charge succeeds (including a new subscription for which payment is completed), and the recurring authorization is terminated, with notice by email and back-office message, after charges fail in 3 consecutive periods (retries within the same period count as 1 period); where the Merchant subscribes again after a failed charge, the Platform first terminates the original recurring authorization before creating the new subscription; the former table of staged measures by number of days overdue is deleted; (8) under §6.4, electronic invoices are issued according to whether the Merchant has provided a unified business number; (9) the basis for claims in §9.3 and item 7 of §W.4 is changed to Article 11 of this Agreement and applicable law, and the references to Articles 95 and 97 of the Trademark Act are deleted; (10) the sentence in §3.4(c) applying §W.6 to a chain brand headquarters' downgrade is deleted, and §W.6 now describes what actually happens: when a brand headquarters switches to a single-store plan, stops renewal or closes the brand account, after the current paid period of the chain plan ends the brand-shared member pool ceases to operate, each store moves to the Free Claim Plan and the acceptance of online reservations and queuing from the public at the stores is suspended, the brand headquarters continues on the single-store plan it subscribes to (or, if it has none, moves to the Free Claim Plan), and the brand headquarters and each store are notified; points members have obtained can still be redeemed at the stores of that brand they have joined, and coupons they have claimed can still be used at the issuing store; these are restored when the brand headquarters later subscribes to a chain plan again and the charge succeeds; and the "This brand has suspended service" notice, the 90-day good-faith redemption period, and the statements on assistance with restoration within 180 days and on re-establishing with a new brand_id after that are deleted; (11) §W.1 states that member data obtained through an export function provided by the Platform and used under §5.2 is not prohibited; (12) item 4 of §W.4 states that brand sharing applies from October 2, 2026; (13) translation wording is corrected; (14) the statement on foreign currency in §6.4.1 is corrected to match how payment is actually made: all Platform fees are priced in New Taiwan Dollars and charged in New Taiwan Dollars through ECPay, and where a credit card issued outside Taiwan is used, the card issuer converts the amount, consistent with §9.4 of the Refund and Cancellation Policy; §10.3 deletes OpenAI and Twilio, which the Platform does not use; (15) §3.2 lists priority customer service in the Plus Merchant plan (emails the Merchant sends to merchant@swayfoodapp.com are handled first; no response time is promised), §3.4(a) states that priority customer service is limited to Merchants subscribing to a paid plan; (16) the Free Claim Plan in §3.2 and §3.4(a) expressly list employee permissions: they are made available to approved Merchants before paid plans open for subscription and, once paid plans open, are a feature of the Plus Merchant plan and above, consistent with §3.1; (17) §3.1 adds A/B testing (Plus Merchant and above); in §3.2 the Plus Merchant plan expressly lists points, online reservations and queuing, and A/B testing, and the Free Claim Plan expressly excludes points, A/B testing and advanced analytics; §3.4(a) expressly lists A/B testing; consistent with the features the Platform actually provides under its paid plans; (18) §6.1, §6.2, §7.2 and §8.1 delete push add-ons, homepage features, event exposure and custom reports, which the Platform does not offer, as well as separately billed Email Blast, advanced analytics and API integration (under §3.2, Email Blast and advanced analytics are included in the Plus Merchant plan and above, and API integration is included in the Chain Pro plan); the value-added service fees item in §6.1 is deleted in its entirety, and the advertising fees in §6.1 are corrected to advertising placements purchased by the Merchant (buy-out slots and CPC slots); (19) the features whose ranking logic is a trade secret under §8.3 are listed as the Platform actually provides them: homepage features and related recommendations, which the Platform does not offer, are deleted, and the Popular Nearby list, popularity rankings, the New Store Zone and other restaurant lists are listed instead. The foregoing changes were made before paid plans opened for subscription, when all existing merchant accounts on the Platform were the Company's internal test accounts and no merchant had paid any plan fee, and describe how the Platform actually operates; they do not affect any right a merchant has paid for and, under §1.3, take effect on the date of publication.
Previous Version 2.6 published September 26, 2026 and effective the same day, except that the provisions of §3.2 and §3.2-1 on the Regular Price take effect under §1.3 on October 27, 2026. Changes in Version 2.6: (1) the prices of the Plus Merchant, Chain Lite and Chain Pro plans in §3.2 are listed as Promotional Price and Regular Price (the Promotional Prices are the same as the prices listed in Version 2.5; the Regular Prices are Plus Merchant NT$599/month, NT$2,990/half-year, NT$5,390/year; Chain Lite NT$1,390/month, NT$6,990/half-year, NT$12,590/year; Chain Pro NT$4,990/month, NT$25,990/half-year, NT$45,990/year); (2) new §3.2-1 "Promotional Price, Regular Price, and Price Retention": a subscription whose subscription confirmation (order creation) or first payment, whichever is earlier, occurs within the Promotional Period starting from the Paid Plan Opening Time or the Merchant's first approval, whichever is later (the start day is not counted; it ends at 23:59:59 on the 30th day), is charged at the Promotional Price, which is kept for as long as the subscription remains continuous (including a new subscription taken out within 7 days after the previous Promotional-Price Subscription expired), and a change of plan or billing cycle takes the Promotional Price of the new plan and cycle; where the Brand Headquarters applies for a chain plan before the end of its Promotional Period (including before it begins), the Promotional Period for chain plans is extended to 30 days after the review decision; (3) §3.2 states that paid plans do not include a trial period or unpaid months (except the access provided under §3.4), and §3.4(b) adds the application of the Promotional Price; (4) §6.1 adds Chain Lite, Chain Pro and Enterprise to the plan usage fees and states that a price increase requires individual notice under §1.3 and that the renewal price of a Promotional-Price Subscription is not raised while it remains continuous; §7.2 refers to the prices in §3.2 for monthly plans. The Regular Price parts of items (1) and (2) are a fee increase under §1.3: the Platform will give individual notice to the Merchant's registered email and will not charge the Regular Price before they take effect, and a Merchant that does not accept them may terminate this Agreement under §1.3. The other items do not materially and adversely affect Merchants and take effect on publication under §1.3.
Previous Version 2.5 published September 25, 2026 and effective the same day. Changes in Version 2.5: (1) new §3.4 "Features Available Before Paid Plans Open for Subscription" sets out which features are made available before paid plans open for subscription, that after they open a Merchant without a paid plan may no longer issue new points, and that points members have obtained and coupons they have claimed can still be redeemed; a pointer to it is added to the Free Claim Plan in §3.2; (2) item 1 of §2.2 is relaxed so that a business exempt from commercial registration under Article 5 of the Business Registration Act (such as a street vendor or a business whose monthly sales are below the business tax threshold) may instead provide its tax registration certificate or a business tax payment notice, and the separate "tax registration certificate" item in the same Article is deleted; item 1 of §2.3 is relaxed accordingly; (3) §9.3 now provides that SWAY QR code standees provided by the Platform under §W.3 are not subject to the rule requiring removal within 7 days after a downgrade to Free while this Agreement remains in effect, and, together with §12.3, it now provides that standees and promotional materials provided by the Platform under §W.3 are removed under item 3 of §W.3 after this Agreement terminates; (4) the paid-plan ranking priority in §W.2 is corrected to priority only among restaurants with the same rating (rounded to one decimal place), consistent with the Platform's actual ranking mechanism; (5) the description of how push content is reviewed in §4.3 was corrected on September 24, 2026 from "automated review + sample human review" to "automated system review", consistent with how review is actually carried out, and this is recorded in this version; (6) references to "sponsored rankings", a service the Platform does not offer, are deleted from §8.1 and §8.3, the words "adjusting exposure based on cooperation relationships" are deleted from §8.3, and it is made clear that the limits in §W.2 on how paid plans and advertising may affect natural recommendation ranking are not relaxed by operational discretion; (7) translation wording is corrected. None of these items is materially adverse to merchants, and under §1.3 they take effect on publication; item (4) is made before paid plans open for subscription and does not affect any rights a merchant has paid for.
Prior Version 2.4 was published September 16, 2026. Changes in Version 2.4: (1) in §3.2, the description of the Free Claim Plan as an evaluation period no longer says "currently free of charge, includes basic storefront + 2 coupons/month" and instead says "includes restaurant claim, business status toggle, simple menu and basic data", consistent with the Free Claim Plan described in the same Article; under §1.3 this item is treated as a change adverse to merchants, the Platform will notify merchants individually at their registered email address, and it takes effect on October 17, 2026 (or on the day after 30 days have passed since the individual notice is sent, whichever is later), with the previous wording applying until then; (2) the wording in "Custom Plans" in §3.2, "Review manipulation" in §4.2 and "Custom project fees" in §6.1 has been changed to "content creators or marketing partners"; (3) links in translations now point to the same-language versions. Items (2) and (3) are not adverse to merchants and take effect on publication.
Prior Version 2.3 was published September 1, 2026 and added §5.6 "Customer Lists Imported by the Merchant (Entrusted Processing)", which takes effect October 1, 2026, with all other provisions the same as Version 2.2; during Version 2.3, the description of payment channels was corrected to ECPay (credit card) and the description of natural recommendation ranking was corrected to match the actual ranking mechanism. Prior Version 2.2 effective June 9, 2026 (v2.2 adds Article W.8 No-Show Protection); prior Version 2.1 effective June 6, 2026; prior Version 2.0 was effective May 4, 2026, the W.4-W.6 Chain Brand Supplement effective May 26, 2026, and the W.7 New Store Zone addendum effective June 2, 2026.
Operating Entity: SWAY CO., LTD. (registered in Taiwan as 隨食有限公司; brand name "Sui Shi SWAY")
This Agreement is officially in Traditional Chinese; in case of discrepancy with any translated version, the Traditional Chinese version shall prevail.
Same-version correction on October 26, 2026: (1) the rights under Article 3 of the Personal Data Protection Act cited in Article W.5 were corrected to those listed in that Article (inquiry, review, copies, supplementation, correction, cessation of collection, processing or use, and deletion; "data portability" is not listed there); (2) the fine under Article 47 of that Act cited in the same Article was corrected to "a fine of NT$50,000 to NT$500,000 with an order to correct within a time limit, and a further fine each time it remains uncorrected after the deadline" (the words "per case" were inaccurate). These are wording corrections that do not affect any rights or obligations; the version number and effective date remain unchanged.
Same-version correction on October 27, 2026: (1) the scope of "Custom project fees" in Article 6.1 was corrected from "chain brands" to "the Enterprise plan" (chain plans for 2 to 5 stores have fixed prices under Article 3.2); (2) the word "commission" was deleted from Article 4.2 (the Platform does not charge Merchants any transaction commission). These are wording corrections that do not affect any rights or obligations; the version number and effective date remain unchanged.