Purchase Agreement

Purchase Agreement

Last Updated: June 19, 2026

This Purchase Agreement ("Agreement") is entered into between Esonshopph ("Company," "we," "us," or "our") and the approved business entity accessing our wholesale digital gift card platform ("Partner," "you," or "your"). By placing an order through the Platform — whether via the web interface or API — you agree to be bound by this Agreement in full.

This Agreement governs all purchases of digital gift cards, stored value codes, and related digital products ("Products") made through the Esonshopph Platform.


1. Purchase of Digital Products

Esonshopph offers wholesale digital gift cards, stored value codes, and digital vouchers sourced from authorized brand suppliers. The following apply to all purchases:

  • All orders placed through the Platform — whether via the web interface or API — are binding upon submission and are considered a firm commitment to purchase
  • Orders are processed immediately upon placement and deducted from your prepaid Wallet Balance
  • Esonshopph reserves the right to cancel or reject any order at its sole discretion, including cases of suspected fraud, stock unavailability, or compliance concerns; any deducted balance will be refunded in such cases
  • Product availability, denominations, and pricing are subject to change without prior notice
  • Regional validity restrictions may apply to certain Products — it is your sole responsibility to verify that a Product is valid for your intended market before ordering

2. Prepaid Wallet and Payment Terms

All purchases are conducted exclusively using prepaid Wallet Credits ("Wallet Balance"). The following payment terms apply:

  • Wallet top-ups must be submitted via approved payment methods as specified in the Platform at the time of top-up
  • All top-up requests are subject to manual review and approval by Esonshopph before credits are applied to your account
  • All amounts are denominated and settled in United States Dollars (USD) unless otherwise stated on the Platform
  • You are responsible for all applicable taxes, duties, or levies arising from your purchases, including VAT, GST, withholding tax, or equivalent, in your jurisdiction
  • Wallet Credits have no cash value and cannot be transferred, exchanged for fiat currency, or withdrawn
  • All payments made to Esonshopph are final and non-refundable, except as expressly provided in Section 5 (Refunds and Replacements) of this Agreement

3. Delivery

Esonshopph delivers all Products electronically. The following delivery terms apply:

  • Digital codes are delivered to your account dashboard and/or returned via API response upon successful order processing
  • Risk of loss or misuse passes to you upon successful delivery of digital codes to your account or API endpoint
  • Esonshopph is not responsible for any loss, theft, or unauthorized use of digital codes after delivery has been confirmed
  • If delivery fails due to a Platform error or supplier issue, the affected order will be cancelled and your Wallet Balance will be fully restored
  • You are responsible for ensuring that your API integration and account settings are correctly configured to receive deliveries

4. Product Activation and Handling

Digital gift cards and stored value codes may require activation before they can be used by end recipients. You agree to:

  • Store and handle all digital codes securely, treating them with the same care as cash or bearer instruments
  • Not expose, publish, or share codes in any unsecured manner prior to distribution to intended recipients
  • Distribute codes only through secure channels appropriate for their value and nature
  • Comply with any activation, distribution, or usage instructions provided by Esonshopph or the relevant brand supplier

Esonshopph is not liable for codes that are lost, stolen, or rendered invalid as a result of your failure to handle them securely.


5. Refunds and Replacements

Due to the irreversible nature of digital code delivery, all sales are final. Refunds or replacements are considered only in the following limited circumstances:

  • The delivered code is invalid, already redeemed, or does not function as described — reported within forty-eight (48) hours of delivery
  • The order was charged in error due to a verified Platform fault (e.g., duplicate order, incorrect denomination charged)
  • The product delivered does not match the brand or denomination ordered

To submit a claim, contact support@esonshopph.com within forty-eight (48) hours of delivery, providing your order reference number and a detailed description of the issue. Claims submitted outside this window may not be eligible for resolution.

All approved refunds are credited to your Wallet Balance only. Cash refunds are not available under any circumstances. Esonshopph's determination on refund and replacement claims is final.

All claims must be submitted within twelve (12) months of the original order date. Claims raised after this period will not be entertained.


6. Loss Prevention and Fraud

Esonshopph takes loss prevention seriously and expects the same commitment from our partners. The following terms apply:

  • Esonshopph is responsible for any loss or damage to digital codes occurring prior to delivery to your account or API endpoint
  • You bear full responsibility for any loss, theft, or unauthorized use of codes after delivery has been confirmed, except where such loss is directly caused by Esonshopph's negligence
  • You must immediately report any suspected unauthorized transactions or account compromise to support@esonshopph.com
  • Failure to promptly report a security incident may limit your ability to recover losses or obtain replacements
  • Esonshopph reserves the right to suspend orders or withhold delivery pending investigation of any transaction flagged as potentially fraudulent

7. Account Security

You are fully responsible for maintaining the security of your account credentials, API keys, and authentication tokens. You agree to:

  • Keep all login credentials and API keys confidential and not share them with unauthorized individuals
  • Enable and maintain two-factor authentication (2FA) as required by the Platform
  • Take immediate steps to secure your account and notify Esonshopph if you suspect any unauthorized access
  • Accept liability for all transactions conducted through your account, whether authorized by you or not, unless caused by Esonshopph's verified negligence

8. Representations and Warranties

By placing an order on the Platform, you represent and warrant that:

  • You are a duly registered and authorized business entity with full legal capacity to enter into this Agreement
  • All information provided in your partner application and account is accurate, current, and complete
  • You will use the Products purchased solely for legitimate wholesale business purposes — including resale to business clients, corporate gifting, loyalty programs, and promotional use
  • You will not use any Products purchased through the Platform for money laundering, fraud, or any illegal activity
  • You will not resell Products in markets or jurisdictions where doing so is prohibited by law
  • You will comply with all applicable laws and the brand supplier's terms of service governing the use and distribution of each Product

9. Resale and Distribution to Corporate Clients

Partners who resell or distribute Esonshopph Products to their own corporate, business, or enterprise clients ("End Clients") acknowledge the following:

  • You remain solely responsible for ensuring your End Clients use the Products in compliance with all applicable laws and the relevant brand supplier's terms of service
  • You may not grant your End Clients direct access to the Esonshopph Platform, API, or account
  • Any obligation or liability arising from your End Clients' use or misuse of Products remains your responsibility — Esonshopph has no direct relationship with your End Clients
  • You must not misrepresent the source or origin of Products to your End Clients
  • You are responsible for providing accurate product information, redemption instructions, and support to your End Clients

10. Compliance with Applicable Laws

You agree to comply with all laws, regulations, and requirements applicable to your purchase, resale, and distribution of Products. This includes, without limitation:

  • Anti-money laundering (AML) and counter-terrorism financing (CTF) regulations in your jurisdiction
  • Consumer protection and digital goods laws applicable to your end market
  • Data privacy and protection laws governing any personal data you collect in the course of distribution
  • Tax and customs obligations, including collection and remittance of applicable VAT, GST, or equivalent
  • Export control and sanctions regulations — you must not distribute Products to individuals, entities, or jurisdictions subject to applicable trade sanctions
  • Brand supplier terms of service and regional distribution restrictions for each Product purchased

Esonshopph reserves the right to immediately suspend or terminate your account if we have reason to believe you are using the Platform in violation of applicable law.


11. Limitation of Liability

To the fullest extent permitted by applicable law:

  • Esonshopph provides the Platform and all Products on an "as is" and "as available" basis, without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement
  • Esonshopph does not warrant that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components
  • Esonshopph shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, arising from your use of the Platform or Products
  • Esonshopph's total aggregate liability to you under this Agreement shall not exceed the total value of the specific order giving rise to the claim, or your current Wallet Balance — whichever is lower

Nothing in this Agreement limits Esonshopph's liability for fraud, gross negligence, or wilful misconduct, or any liability that cannot be excluded by applicable law.


12. Indemnification

You agree to indemnify, defend, and hold harmless Esonshopph and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your breach of any provision of this Agreement
  • Your failure to comply with applicable laws or brand supplier terms in your jurisdiction
  • Any claim by your End Clients or third parties arising from your distribution or resale of Products
  • Any misrepresentation made in your partner application or in connection with your account
  • Unauthorized use of your account or API keys resulting from your failure to maintain security

13. International Partners

Esonshopph serves approved wholesale partners globally. While this Agreement is governed by Philippine law, each Partner is solely responsible for ensuring their activities comply with the laws of their own jurisdiction. Esonshopph makes no representation that Products are legally permissible for distribution in any specific country or territory. See also Section 10 (Compliance with Applicable Laws).


14. Amendments

Esonshopph reserves the right to amend this Agreement at any time. Material changes will be communicated via email or a prominent Platform notice at least fourteen (14) days before taking effect, except where immediate changes are required by law or to address security concerns. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Agreement.


15. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law provisions.

Any dispute arising from or in connection with this Agreement that cannot be resolved through good-faith negotiation shall be submitted to the exclusive jurisdiction of the appropriate courts of the Philippines.

This governing law clause applies to the relationship between you and Esonshopph and does not limit your obligations to comply with the laws of your own jurisdiction.


16. Entire Agreement

This Purchase Agreement, together with the Terms & Conditions, Privacy Policy, and Compliance Policy, constitutes the entire agreement between you and Esonshopph with respect to the subject matter herein and supersedes all prior agreements, representations, or understandings.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.


17. Contact Us

For questions or concerns regarding this Purchase Agreement, please contact:

Esonshopph
Email: support@esonshopph.com

Esonshopph