Terms of Service and User Agreement

Last Updated: 1 April 2026
Company: WellSpend Limited

1. Introduction

Welcome to the WellSpend mobile application and platform (the “App”). These Terms of Service (the “Terms”) form a legally binding agreement between you (“you”, or “user”) and WellSpend Limited (“WellSpend”, “we”, “our”, “us”).

By registering an account, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (collectively, the “Agreement”). If you do not agree, you must stop using the App immediately.

We may update or modify these Terms from time to time. Changes will be effective when posted on the App. Your continued use after any changes constitutes acceptance of the updated Terms.

This Agreement is governed by the laws of the Hong Kong Special Administrative Region (Hong Kong).

1.1 Eligibility

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the App. By creating an account, you represent and warrant that you meet this requirement.

2. The Service

WellSpend operates as an intermediary cashback and rewards platform. Users may earn cashback or other promotional benefits (collectively, “Rewards”) for eligible purchases made at third-party merchants or service providers (“Partners”). For the purposes of withdrawal, confirmation, payout, clawback, and other payment-related provisions in these Terms, “Cashback” includes any Reward that we choose to express, display, credit, or settle as cashback or a wallet-denominated reward balance.

2.1 Our Role as Cashback Intermediary

When you shop at Partner websites via our tracking links to earn Cashback, we act solely as an advertising intermediary. We are not the seller, manufacturer, or provider of the goods or services you purchase from Partners. We make no warranties regarding those goods.

2.2 Tracking & Use of Technology

Cashback relies on third-party tracking technologies, including but not limited to:

  • tracking links
  • cookies
  • pixels
  • affiliate identifiers
  • Partner or network tracking systems

If tracking fails due to factors such as ad-blockers, VPN usage, browser settings, cookie deletion, device restrictions, or Partner-side issues, Cashback may not be credited.

We do not guarantee tracking success, nor do we accept liability for untracked transactions.

By using the App, you consent to the use of these tracking technologies.

“Last-Click” Attribution
Most Partners attribute Cashback on a last-click basis. If you click another affiliate link (e.g., coupon site, influencer link, browser extension) after clicking our link but before purchasing, Cashback will be attributed to that other party and will not be payable to you.

2.3 Service Availability

We may, at any time and without liability:

  • modify, suspend, or discontinue any aspect of the App,
  • update Cashback mechanics, rates, or eligibility criteria,
  • add or remove Partners or features.

2.4 No Relationship with App Stores

Apple Inc. (App Store) and Google LLC (Google Play) are not sponsors of, do not endorse, and are not affiliated with any Cashback, promotions, or contests offered through the App.

3. Rewards and Cashback Mechanics

3.0 Nature of Rewards and Cashback

Rewards, including Cashback, are promotional benefits and do not represent stored value, electronic money, or a payment instrument. Unless and until a Reward is designated by us as withdrawable Cashback and becomes “Confirmed” in accordance with these Terms, it has no cash value and cannot be redeemed through any payout method.

Rewards, including Cashback, cannot be:

  • purchased or topped-up with money,
  • transferred to other users,
  • used as payment to any Merchant,
  • applied as a discount against the purchase price of any goods or services except as a promotional discount where explicitly stated by us,
  • treated as legal tender or stored value.

Any application of Cashback to a purchase on the App is strictly a discount mechanism, not a payment transaction.

3.1 “Pay-When-Paid” Clause (Critical)

Cashback and certain other Rewards may be funded or supported by commissions, referral fees, promotional arrangements, or other consideration paid or made available by Partners, affiliate networks, or promotional sponsors.

You acknowledge and agree that:

  • Cashback or any Reward that is contingent on a Partner, affiliate network, or sponsor payment or validation becomes payable only after we have successfully received and validated the corresponding amount, confirmation, or entitlement from the relevant source;
  • if a Partner, affiliate network, or sponsor disputes, refuses, delays, reverses, or fails to provide the relevant commission, funding, validation, or benefit for any reason—including insolvency, bankruptcy, fraud prevention, cancellation, technical issues, or breach of contract—we have no obligation to pay the related Cashback or Reward to you.

This clause is fundamental to the operation of the App.

3.2 Calculation of Cashback

Cashback is calculated based on the Net Purchase Amount, which excludes shipping or delivery fees, taxes, service fees, foreign exchange fees, and any coupons, promo codes, store credits, discounts, or other reductions in price.

Cashback eligibility and calculation may be determined by us at transaction level, line-item level, item level, category level, or such other basis as we consider appropriate under the applicable Partner rules, Promotion rules, coupon rules, tracking data, and internal validation records.

Where a WellSpend-issued, WellSpend-authorised, or specifically designated platform coupon, promo code, discount, or related offer is used, the applicable Cashback rate may differ from the standard Cashback rate and may be reduced, adjusted, limited, or unavailable for specific items, categories, line items, or portions of the transaction.

If a coupon, promo code, discount, or Promotion applies only to certain items, categories, or line items within a transaction, Cashback may be calculated differently across the same transaction, and different items or portions of the same transaction may attract different Cashback rates or no Cashback at all.

Partners may define eligible and ineligible items at their sole discretion, and our records and calculations regarding Cashback eligibility, applicable rates, scoped application, and final payable amounts shall be final except in the case of manifest error.

Currency Conversion, Wallet Currency and Display

We may assign, support, or display a rewards wallet currency for your account based on your location, payment region, operational settings, or other criteria determined by us.

Transactions may be made in one currency, tracked in another currency, displayed in your account in a wallet currency, and withdrawn in a supported payout currency. As a result:

  • the purchase currency, transaction display currency, Cashback calculation currency, wallet currency, and withdrawal currency may differ;
  • line-item or transaction-level amounts shown in the App may differ from wallet-level reward balances due to conversion, timing, rounding, adjustments, eligibility rules, or presentation logic;
  • where conversion is required, we may use exchange rates, valuation dates, rounding conventions, spreads, buffers, or operational adjustments determined by us or our service providers in our discretion;
  • the converted, displayed, credited, or withdrawn amount recorded by us shall be final except in the case of manifest error.

Exchange rates used by us may differ from publicly available market rates and may change over time. You acknowledge and accept that foreign exchange movements, conversion methodology, timing differences, and rounding may affect the Cashback or reward amount ultimately shown, confirmed, or withdrawn.

Cashback does not accrue interest and does not represent stored monetary value. It is a conditional promotional rebate that may be adjusted, reversed, or forfeited in accordance with these Terms.

3.3 Pending, Confirmation & Clawbacks

Cashback, and any Reward component that we choose to reflect within your wallet or transaction history, may initially appear as “Pending”.

It becomes “Confirmed” only after:

  1. the relevant transaction or qualifying event is validated by us and/or the relevant Partner, network, or sponsor;
  2. any applicable return, cancellation, or validation period has passed; and
  3. the relevant confirmation, commission, funding, or entitlement has been received or validated by us where applicable.

Clawbacks & Negative Balances

If a transaction is cancelled, returned, disputed, or reversed after Cashback was credited or paid to you, we may:

  • deduct the equivalent amount from your balance,
  • create a negative balance to be offset by future Cashback, or
  • request repayment of the overpaid amount.

We may correct errors or inaccuracies in your balance at any time.

Cashback remains a promotional rebate until the moment it is successfully withdrawn to your designated payout method. Prior to withdrawal, Cashback is not money and may be adjusted, reversed, or forfeited.

3.4 Minimum Withdrawal Threshold

You may request a withdrawal only when your Confirmed Cashback reaches the minimum withdrawal threshold specified by us for your wallet currency, payout method, or supported region. This threshold may be adjusted at our discretion.

3.5 Payout Methods & Verification

Available payout methods may include:

  • Bank transfer
  • FPS
  • Other methods made available in your location

Processing times are not guaranteed and may vary.

We may require identity verification (KYC)—even without suspicion of fraud—before processing any withdrawal. Failure to complete verification may delay or prevent payouts.

You are solely responsible for providing accurate recipient information. We are not liable for losses due to user input errors.

Cashback can only be withdrawn to an account in your own name, and cannot be transferred to third parties or used to pay any Merchant.

3.6 Cashback Expiry & Dormant Accounts

If you do not log in or conduct any tracked transaction for 12 consecutive months, we may:

  • classify your account as inactive,
  • forfeit any unredeemed Cashback, and
  • suspend or close your account.

We may send reminders but are not obligated to do so.

3.7 Taxes

You are responsible for determining whether Cashback constitutes taxable income in your jurisdiction and for reporting and paying all applicable taxes.

We do not provide tax advice and are not responsible for withholding or remitting taxes on your behalf.

3.8 Right to Modify Rewards and Cashback Rules

We may update, modify, suspend, or discontinue any Reward, Cashback rate, rule, or eligibility criterion at any time, with or without notice.

4. User Conduct, Fraud Prevention & Account Security

4.1 One Account Rule

Each individual may register only one account. Duplicate or fake accounts may be treated as fraudulent.

4.2 Referral Misuse

Self-referrals, creating fake accounts, or artificially generating referral rewards are prohibited.

4.3 Prohibited Conduct

You agree not to:

  • manipulate tracking systems,
  • exploit bugs,
  • use bots, scripts, automation, or scraping tools,
  • submit fraudulent or altered proof of purchase,
  • interfere with App operations or security,
  • conduct commercial use of the App without permission,
  • violate any laws or infringe third-party rights.

4.4 Fraud & Abuse Consequences

If we suspect unusual, abusive, or fraudulent activity, we may:

  • freeze or suspend your account,
  • withhold Cashback,
  • request identity verification,
  • reverse Cashback credits,
  • terminate your account without prior notice.

Our decisions shall apply unless and until revised by us in our discretion or in the case of manifest error.

5. Intellectual Property Rights

All content on the App—including text, graphics, trademarks, logos, UI/UX elements, and software—is owned by WellSpend or its licensors.

You may not:

  • reproduce, distribute, or modify any content,
  • reverse-engineer or decompile software,
  • use our branding without written permission.

6. Privacy & Data Usage

Your use of the App is governed by our Privacy Policy, which explains how we collect, process, store, and share personal data.

You acknowledge and consent that your data may be transferred to and processed in jurisdictions outside your country of residence, including Hong Kong, for purposes consistent with this Agreement.

7. Disclaimers

To the maximum extent permitted by law:

  • The App and Services are provided “as is” and “as available.”
  • We make no warranties regarding accuracy, tracking success, uninterrupted service, Partner behaviour, Cashback rates, or availability.
  • We are not responsible for:
  • losses caused by Partners or third-party networks,
  • pricing errors or changes,
  • rejected or untracked Cashback,
  • technical failures, outages, or data loss,
  • errors in tracking, reporting, or attribution,
  • merchant disputes or merchant fulfilment issues.

You use the App entirely at your own risk.

8. Limitation of Liability

To the fullest extent permitted under Hong Kong law:

  • Liability Cap: Our total aggregate liability for any claim arising from these Terms shall not exceed the greater of:
    • (i) the total Confirmed Cashback accrued in your account during the 12 months preceding the claim; OR
    • (ii) HKD 1,000.
  • Exclusions: We are not liable for any indirect, incidental, consequential, punitive, or special damages, including loss of profits, data, or business opportunities.

Some jurisdictions may not allow certain exclusions; in such cases, our liability will be limited to the maximum extent permitted by law.

9. Account Suspension, Termination & Withdrawal of Services

We may suspend or terminate your account:

  • for suspected fraud or violation of these Terms,
  • for prolonged inactivity,
  • upon lawful request by authorities,
  • if we modify or discontinue the App or its Services.

Upon termination:

  • Pending Cashback may be voided,
  • Confirmed but unwithdrawn Cashback may be forfeited,
  • You must immediately stop using the App.

You may close your account at any time through the App or by contacting customer support.

10. Governing Law & Dispute Resolution

These Terms are governed by the laws of Hong Kong.

You agree to submit to the exclusive jurisdiction of the courts of Hong Kong for any dispute arising out of or relating to these Terms.

Before initiating formal proceedings, we encourage you to contact us for an informal resolution.

11. Other Provisions

11.1 Entire Agreement

These Terms and the Privacy Policy form the entire agreement between you and us.

11.2 Severability

If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.3 No Waiver

Failure to enforce any right does not constitute a waiver of that right.

11.4 Notices

We may provide notices or other communications through:

  • email,
  • in-App notifications, or
  • postings within the App.

11.5 Governing Language

These Terms are drafted in English. If translated into other languages, the English version shall prevail in case of conflict, discrepancy, or inconsistency, to the fullest extent permitted by law.