Terms and Conditions

Last updated on: 27.06.2017

Customer Terms and Conditions

These Terms of Service govern your use of the Services offered on the Onlinepay Platform and constitute a legally binding contract between you (“Customer / you”) and Onlinepay Pte Ltd (“Onlinepay”). By signing up for a User Account and using the Services, you agree to be bound by these Terms of Service and shall be subject to the terms, conditions and obligations herein.

1. General Use of the Services

1.1. Onlinepay offers the use of an electronic wallet and online payments service which allows Customers to upload, withdraw, transfer and use electronic funds for making payments to Participating Merchants or other Onlinepay Customers upon the registration of a User Account.

1.2. Onlinepay offers two categories of User Accounts:

1.3. Each User Account may only have one registered Customer and the Customer is prohibited from sharing the User Account and/or the electronic funds stored in it with any third party. All funds in a User Account shall belong solely to the registered Customer who owns the User Account

1.4. The Customer shall not assign or transfer its right to the User Account and/or the electronic funds stored in it or otherwise grant any third party any interest over User Account and/or the electronic funds stored in it.

1.5. Onlinepay acts as the Customer’s agent solely in relation to the custody of the electronic funds in the User Account. Onlinepay maintains separate and independent User Accounts for our corporate purposes and the funds available in the User Account are exclusively for the Customer’s own use. The Customer shall be clearly identified as the beneficial owner of such funds to protect it from creditor claims in the event of Onlinepay’s insolvency

1.6. Onlinepay is not licenced as a bank, nor do we provide any banking services or functions which are related to the banking business. Onlinepay does not extend any form of credit or lending, nor do we engage in the business of accepting deposits.

1.7. The User Account is not insured by any government agency and there is no voluntary or compulsory scheme in which Onlinepay is a member which compensates the Customer, in the event that Onlinepay becomes unable to satisfy claims relating to the User Account or otherwise in relation to the Services

1.8. Onlinepay does not act as a trustee or accept any fiduciary role in respect of the funds in the User Account

1.9. Any information, data, or communication posted, transmitted, or issued during the period where Customer is logged in under the Customer’s username and password (whether authorised or unauthorised) shall be deemed to be posted, transmitted, or issued by the Customer. Customer will be solely responsible for any such transmission, notice or communication and agree to indemnify and hold harmless Onlinepay from any loss, damage, expense, and/or liability for actions attributable to the use of your username and password on the Onlinepay Platform or in relation to the Services

1.10. The Customer is solely responsible for keeping the username and password to the Services secure. You are encouraged to change your password on a regular basis and Onlinepay will not be liable for any disclosure or unauthorised use of your username or password. If your username or password has been compromised, you must inform Onlinepay immediately

1.11. The Customer shall only access the Services and use or operate the User Accounts for lawful purposes and in a lawful manner at all times.

1.12. The Customer shall at all times comply with all terms of service, guidelines, instructions, notices, policies and procedures issued by Onlinepay in the provision of the Services or any part thereof.

2. Opening of User Account

2.1. Onlinepay’s registration process requires users to provide us with accurate, up to date and complete personal information in order to access the full features of the Services. Customers must be at least 18 years of age or older in order to access the Services.

2.2. As part of Onlinepay’s due diligence process, we may require the Customer to provide additional information or supporting documentation to verify the identity, legitimacy and legal status of the Customer. Onlinepay reserves the right to refuse or suspend the Services until all due diligence documentation and checks have been satisfied.

2.3. Each Customer is only entitled to register for one User Account. If a Customer opens more than one User Account, Onlinepay shall contact the Customer to identify the primary User Account and close any other User Account that the Customer may have opened upon transferring any remaining User Account balances in the other User Account(s) to the primary User Account.

2.4. Onlinepay reserves the right to conduct independent investigations on each Customer, subject to applicable data privacy and confidentiality laws, in order to verify or secure any information required for the provision of the Services.

3. Fees

Onlinepay does not charge any fees for the Services. Onlinepay is not liable for any fees issued by third parties for the use of our Services. Onlinepay reserves the right to decline acceptance of payment instruments, such as credit cards, debit cards or bank User Accounts, as funding methods at its sole discretion.

4. Electronic Wallet Reloads/ Top-ups and Withdrawals

4.1. Customer may load the Onlinepay wallet with electronic funds through any of the accepted reload/top-up methods supported by Onlinepay. The Customer authorizes Onlinepay to receive such funds on Customer’s behalf from the selected payment source.

4.2 The wallet limits are:

4.3. The wallet or transaction limits may be changed at the sole discretion of Onlinepay to ensure compliance with applicable laws and regulations

4.4. Onlinepay shall not be responsible for any amounts loaded until the funds have been received by Onlinepay. Onlinepay will credit the uploaded amount to the User Account only after receiving an authorisation code from the selected payment system. Some upload transactions (for example, by credit, debit, prepaid or other payment card) will be credited to the User Account immediately, but may be subject to reversal in the event that the actual uploaded amount does not reach Onlinepay within a reasonable period of time. In such case, Onlinepay will deduct the reversed amount from the User Account balance. If the User Account balance is not sufficient to cover the reversal, the Customer shall add funds to the Account immediately without notice from Onlinepay or Onlinepay shall have the right to deduct such sum from future top-up transactions

4.5. By linking a debit or credit card to the User Account as a wallet funding method, the Customer authorises Onlinepay to automatically charge that card to upload the relevant funds to Account. The Customer may revoke this authority by sending an email notice to support@onlinepay.com .

4.6. Each User Account is denominated in a currency chosen by Customer at the time of registration or Onlinepay may pre-set a default currency for the User Account. Customer may apply for a change of User Account currency by contacting the customer support service desk

5. Withdrawals

5.1. Withdrawal of funds from the User Account shall be on an on-demand basis. The Customer may at any time initiate a request to transfer the funds from the User Account to the Customer’s bank account by providing Onlinepay with the relevant bank User Account details and, where applicable, the supporting documentation for verification.

5.2. All fees, costs and charges relating to a withdrawal of funds and transfer of funds from the User Account to the Customer bank account will be solely borne by the Customer.

5.3. Onlinepay assumes no liability for any loss resulting from incorrect or incomplete payment details provided by the Customer.

6. Payments

6.1. Payment using the Services may only be made to Participating Merchants and can be made directly through the Participating Merchant’s website where payment by Onlinepay is facilitated.

6.2. When you make a payment from your User Account to a Participating Merchant, Onlinepay will, upon conducting all necessary checks and verification, authorize the transfer of the necessary electronic funds including any applicable fees or charges, from your User Account. Once a payment is authorized, it cannot be withdrawn.

6.3. Any Customer claims or disputes relating to a transaction shall be resolved between the Merchant and the Customer

6.4. Onlinepay also facilitates peer-to-peer payments to other registered Onlinepay Customers. Where payment is made to another Customer, the payment will only be credited to the payee User Account when the payee accepts the payment through the “Receive Money” button. The Customer may cancel the payment transaction at any time before the payee accepts the payment. Once funds are credited to the User Account of the payee, the payment transaction becomes irreversible.

6.5. The payment into Participating Merchant and peer User Accounts are subject to the effective limits and deduction of any fees applicable to those accounts.

6.6. If there are insufficient funds in your User Account, Onlinepay will not authorize the payment and has the right to cancel the transaction. Onlinepay shall not be liable for any loss, damage or liability suffered or incurred by you from a transaction being cancelled due to insufficient funds in your User Account.

7. Restricted Activities

7.1. In connection with Customer’s use of the Onlinepay Platform or Services, or in the course of the Customer’s interaction with Onlinepay, another Customer, a Participating Merchant or any other third party through the Onlinepay Platform, the Customer must not:

  1. breach these Terms of Service or any other terms or policy featured on the Onlinepay Platform in connection with the Services;
  2. violate any laws, regulations or third party rights;
  3. impersonate any person or entity or falsely state or misrepresent the Customer’s affiliation with any person or entity;
  4. act in a manner that is defamatory, libelous, unlawfully threatening or harassing;
  5. provide false, fraudulent, inaccurate or misleading information or claims;
  6. unreasonably refuse to cooperate in an investigation by Onlinepay or provide confirmation of Customer’s identity or other requested information to Onlinepay;
  7. operate a User Account that is linked in any way to another User Account that has or suspected to be engaged in any restricted activities under these Terms of Service;
  8. use the Services in a manner that results in or may result in complaints, disputes, claims, fines, penalties and other liabilities to Onlinepay, another Customer, a Participating Merchant, or third parties;
  9. take any action that would pose a material risk or issue to our infrastructure;
  10. distribute viruses, trojan horses, worms, or other computer programming technologies that may harm the Onlinepay Platform, or the interests or property of any other Customers, Participating Merchants, and any other third parties;
  11. attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Services;
  12. distribute or promote obscene, pornographic, indecent or offensive material or any material that goes against any public policy and/or any applicable laws or regulations;
  13. by way of act or omission, do anything that may cause Onlinepay to lose any services from our internet service providers, payment processors, or other suppliers;
  14. interfere with another Customer’s use and enjoyment of the Services;
  15. circumvent or manipulate our fee structure, billing process, or the fees owed to Onlinepay; or
  16. transfer or assign your User Account to a third party without our prior written consent.

7.2. Where Onlinepay reasonably suspects the Customer’s participation of any of the restricted activities under clause 7.1, Onlinepay may, without liability to the Customer:

  1. report any suspicious or illegal activity to the relevant authorities;
  2. cancel or refuse any transactions;
  3. suspend or close any User Accounts; or
  4. take further steps as Onlinepay, in its reasonable discretion, may deem necessary, including taking legal action against the Customer.

8. Closing of User Account

8.1. Either Party may close the User Account and terminate the relationship with immediate effect at any time without reason.

8.2. Where the User Account is closed without cause by Onlinepay, the Customer will be notified in writing of the termination and User Account closure at least fourteen (14) calendar days in advance, together with instructions on the withdrawal of remaining funds in the User Account.

9. Suspension or Termination of Services

9.1. Onlinepay may at its sole discretion suspend or terminate with immediate effect the Services or a part thereof:

  1. for any violation of clause 7.1;
  2. if the Customer breaches any of these Terms of Service;
  3. where it reasonably determines that the Services may be subject to a high risk of unauthorized payments or fraudulent transactions;
  4. where it reasonably believes that the Customer’s User Account has been compromised, or for security reasons;
  5. where it reasonably suspects that the User Account is used without the Customer’s authorization;
  6. at the order or request of any applicable regulatory body or government authority;
  7. or for any other reason it deems fit to warrant a suspension.

9.2. In the event of the suspension of a User Account, Onlinepay will inform the Customer of the suspension whenever reasonably possible, and provide Customer with the opportunity to request for restoration of access if and when appropriate. Any restoration of access shall be at Onlinepay's discretion and shall be subject to Onlinepay’s prevailing policies and procedures.

9.3. The Customer shall remain liable for all outstanding liabilities, charges and obligations incurred up to the date of termination

10. Modification of Services

Onlinepay may, at its sole discretion and without liability, modify or update the Services and/or amend or update these Terms of Service at any time with immediate effect by posting a notification of the amendments or updates on the Onlinepay Platform.

11. Customer Support

11.1. Onlinepay will use all commercially reasonable efforts to provide the Services with minimal interruption.

11.2. Any complaints, questions or feedback relating to the Services may be submitted to Onlinepay’s Customer Service team at support@onlinepay.com or through the Customer Support contact details found on the Platform.

12. Intellectual Property

12.1. All Intellectual Property, proprietary rights or rights relating to intangible property which are used, developed or embodied in connection with any of the Services are owned by Onlinepay.

12.2. No title to the Intellectual Property shall be transferred to the Customer through the use of the Services and the Customer does not receive any right other than those expressly granted under these Terms of Service. The Customer shall not disassemble, decompile, extract, reverse engineer, or decrypt any part of the Services.

13. Confidential Information

13.1. Each Party acknowledges that the Confidential Information of the other Party is valuable to such Party and agrees to protect all Confidential Information received from the other Party

13.2. Each Party agrees that it shall now disclose any Confidential Information except as necessary to perform its obligations under these Terms of Service or as required by any applicable law. In the event that disclosure is required by law, the disclosing Party will, to the extent permitted by law) give the other Party reasonable prior notice of such disclosure

13.3. Upon termination of the Services each Party shall, to the extent it is practicable to do so, return or destroy all tangible material embodying the Confidential Information of the other Party.

13.4. Notwithstanding the foregoing, each Party may retain the Confidential Information to the extent required for compliance with any applicable law or regulation, provided that such Confidential Information shall not be disclosed or used for any other purpose.

13.5. For the avoidance of doubt, Confidential Information shall include personal information provided by the Customer. All personal information shall be protected and processed in accordance with Onlinepay’s privacy policy.

14. Disclaimer

Onlinepay provides the Services on an “as-is” basis. To the extent permitted by applicable law and except as otherwise expressly stated, Onlinepay disclaims any warranty or condition of any kind, express, implied or statutory, including without limitation any implied warranty of title, license, data accuracy, non-infringement, merchantability, fitness of a particular purpose, or that any application, website, product or service will be error free, bug free or operate without interruption.

15. Risk and Indemnification

15.1. The Customer acknowledges and accepts that the funds are held in the User Account at the Customer’s sole risk.

15.2. The Customer understands and assumes the risk of total or partial loss of funds stored in the User Account and will not hold Onlinepay liable for any complete or partial inability of Onlinepay to make transfers and settlements into the Customer’s bank account.

15.3. The Customer shall indemnify Onlinepay from and against all actions, claims, demands, liabilities, obligations, losses, and costs (including but not limited to reasonable legal fees, expenses and penalties) arising from use of the Services, any breach or violation of these Terms of Service, gross negligence, fraud or dishonesty by the Customer.

16. Force Majeure

16.1. Neither Party shall be held liable for any failure or delay in performing its obligations under these Terms of Service where such failure or delay can be attributed to force majeure events which are outside the control of that Party.

16.2. Force majeure events shall include, but are not limited to fires, floods, natural disasters, an outbreak or escalation of hostilities, war, riots or civil disorders, acts of terrorism, internet failures, failures of telecommunications or electrical power lines, labor disputes, acts or omissions or government authorities prohibiting a Party from performing its obligations under these Terms of Service, or orders of domestic or foreign courts or tribunals, government sanctions, or legislative changes.

16.3. In the occurrence of a force majeure event, the non-performing Party will be excused from any performance of the obligations affected by the event only for as long as the force majeure event continues. The non-performing Party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and to resume performance.

17. Limitation of Liability

Onlinepay and its Affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, regardless of whether such damages were foreseeable or whether it has been advised of the possibility of such damages.

18. Governing Law and Dispute Resolution

18.1. These Terms of Service shall be governed, construed and interpreted under the laws of Singapore, excluding its conflict of laws principles. The Parties do not intend that any of these terms shall be enforceable by any person who is not a party to these Terms of Service.

18.2. Except as may have been otherwise provided herein, any controversy, claim or dispute arising out of, or in connection with, this Agreement that cannot be settled amicably by conciliation between the Parties within ninety (90) days of initiating such process of conciliation shall be exclusively referred to and resolved by arbitration administered by the Singapore International Arbitration Center in accordance with the Arbitration Rules of the Singapore International Arbitration Center for the time being in force.

18.3. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English.

19. Notices

Onlinepay shall publish all notices relating to the Services and these Terms of Service on the Onlinepay Platform. Notices may also be sent to the Customer via the e-mail address provided during User Account registration.

Any message, notice or information shall be deemed duly delivered within twenty-four (24) hours upon publication or email transmission. Onlinepay disclaims any liability for any failure in your receipt of such publication or electronic mail.

Notices from the Customer may be sent via e-mail to support@onlinepay.com or through any other means of communication listed on the Onlinepay Platform. The language of communication for notices shall be English unless otherwise stated. Communication in other languages supported by Onlinepay is only for convenience and does not constitute an obligation on Onlinepay to support that language at all times.

20. Assignment

Onlinepay, at its sole discretion, may assign any of its rights or obligations under this Agreement to any third party or affiliate in order to fulfil these Terms of Service. The Customer shall not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement.

21. Severability

If a court of competent jurisdiction declares any provision of these Terms of Service to be illegal, invalid or otherwise unenforceable, then these Terms of Service shall be construed as though such provision were not contained herein.

22. Waiver

No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege under these Terms of Service or applicable law. No remedy conferred by any provision of these Terms of Service is intended to be exclusive of any other remedy which is otherwise available at law or in equity, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. The election of any one or more of such remedies by a Party shall not constitute a waiver by such Party of the right to pursue any other available remedies

23. Recurring Payment Terms

Effective 1 June 2017

The following terms and conditions shall apply to recurring payments made through Onlinepay:

23.1. Where the Customer selects a recurring payment option during checkout on a Merchant's website, the Customer authorizes Onlinepay to deduct the specified amount based on the recurring payment cycle from the card linked to the account.

23.2. The Customer may at any time terminate the recurring payment arrangement by giving us prior written notice.

23.3. Onlinepay shall not bear any responsibility or liability for any disputes or claims relating to recurring payments and all such disputes should be directed to the Merchant.

24. Entire Agreement

These Terms of Service, including all addenda, schedules and amendments accepted by the Customer shall constitute the entire agreement between the Parties with respect to the subject matter and shall supersede any previous terms of service or agreement between the Parties.

25. Definitions

“Customer(s)” refer to individual users with individual Onlinepay User Accounts who are consumers of the goods or services offered by the Merchant.

“Confidential Information” means any information, materials, records and/or documents which the disclosing Party provides or has provided to the receiving Party, regardless of form in which such information was communicated or maintained (whether in written, oral, electronic or machine readable form), and whether such information is identified or designated as proprietary or confidential of the disclosing Party or should be recognized by the receiving Party as confidential due to its nature, including but not limited to specifications, data, know-how, formulae, compositions, processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams, artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business plans, studies, notes, projections, compilations, marketing information, research and development, manufacturing or distribution methods and processes, customer lists, price lists, customer requirements, trade secrets or information which is capable of protection at law or equity as confidential information, any information derived or produced partly or wholly from or that reflects the above information (including any notes, reports, analyses, compilations, studies, files or other documents or materials) and/or other materials that contain information which is of commercial, economical, technical and/or business value because of its nature, whether the information was disclosed before, on or after the acceptance of these Terms of Service.

“Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

“Participating Merchant” refers to a legal entity offering goods or services for sale who has a registered Onlinepay Merchant Account.

“Party” is an individual reference to either the Customer or Onlinepay, collectively referred to as “Parties”.

“Platform” or “Onlinepay Platform” refers to the Onlinepay website at www.onlinepay.com and/or the Onlinepay mobile application and includes all functions including the sandbox features, integration and checkout pages powered by Onlinepay“Services” refer to the User Account function which may be accessed by the Customer, as well as the provision of the electronic wallet for the storage of electronic funds. The scope of Services may be changed at any time at Onlinepay’s sole discretion

“User Account” is an Onlinepay User Account specific to Customers with an electronic wallet function for the purposes of storing electronic funds.

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Merchant Terms and Conditions

These Terms of Service govern your use of the Business Services offered on the Onlinepay Platform and constitute a legally binding contract between you (“Merchant”) and Onlinepay Pte Ltd (“Onlinepay”). By signing up for a Business Account and using the Business Services, you agree to be bound by these Terms of Service and shall be subject to the terms, conditions and obligations herein.

1. Scope of Services

1.1. Onlinepay offers the use of an electronic wallet and payments service which includes a payment checkout function, to enable the Merchant to securely receive electronic money payments from Customers.

1.2. By opening a Business Account, the Merchant will be granted access to the Onlinepay Sandbox to integrate the Onlinepay payment checkout system with the Merchant’s website.

1.3. Each Business Account will be designated a single wallet with a stored value limit equivalent to Five Thousand Singapore Dollars (SGD 5,000) only. The stored value limits may be changed at the sole discretion of Onlinepay to ensure compliance with applicable laws and regulations.

1.4. The Business Account may only be used for accepting payments from Customers in exchange for the sale of goods or services through the Merchant’s website. The Business Account does not allow for the uploading of funds by the Merchant onto the Business Account.

1.5. Onlinepay acts as the Merchant’s agent solely in relation to the custody of the electronic funds in the Business Account. Onlinepay maintains separate and independent accounts for our corporate purposes and the funds available in the Business Account are exclusively for the Merchant’s own use. The Merchant shall be clearly identified as the beneficial owner of such funds to protect it from creditor claims in the event of Onlinepay’s insolvency.

1.6. Onlinepay is not licenced as a bank, nor do we provide any banking services or functions which are related to the banking business. Onlinepay does not extend any form of credit or lending, nor do we engage in the business of accepting deposits.

1.7. The Business Account is not insured by any government agency and there is no voluntary or compulsory scheme in which Onlinepay is a member which compensates the Customer, in the event that Onlinepay becomes unable to satisfy claims relating to the Business Account or otherwise in relation to the Business Services.

1.8. Onlinepay does not act as a trustee or accept any fiduciary role in respect of the funds in the Business Account.

2. Opening of Account

2.1. As part of Onlinepay’s due diligence process, we may require the Merchant to provide additional information or supporting documentation to verify the identity, legitimacy and legal status of the Merchant. Onlinepay reserves the right to refuse to suspend the Business Services until all due diligence documentation and checks have been satisfied.

2.2. If you are an individual opening a Business Account on behalf of a legal entity or legal arrangement, you represent and warrant that you have the necessary authority to enter into binding agreements on behalf of such legal entity or legal arrangement.

2.3. Onlinepay reserves the right to conduct independent investigations on the Merchant, subject to applicable data privacy and confidentiality laws, in order to verify or secure any information required for the provision of the Business Services.

3.Fees

3.1. The fees applicable to the Business Services are listed in the Business Account under the section named ‘Fee Schedule’. Onlinepay reserves the right to update this fee schedule at any time with immediate effect.

3.2. All fees for the Business Services will be deducted from the Business Account balance.

3.3. If the transaction involves currency conversion, the Merchant shall bear all currency conversion costs.

4. Settlement and Withdrawals

4.1. Electronic funds from the Merchant's Business Account shall be settled into the Merchant’s bank account within five (5) to ten (10) working days from the date of receipt by Onlinepay of the Merchant's request as described in section 4.2 below.

4.2. The Merchant may at any time initiate a request to transfer the funds from the Business Account to the Merchant’s bank account by providing Onlinepay with the relevant bank account details and, where applicable, the supporting documentation for verification.

4.3. Any costs, charges or fees associated with the transfer to the Merchant’s bank account shall be borne solely by the Merchant.

4.4. On the settlement date, Onlinepay will withhold an amount equal to the transaction amount of the last ten (10) days from the settlement amount for a period of up to thirty (30) days in the Merchant’s account as security against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liabilities incurred by the Merchant through the use of the Merchant services.

4.5. Onlinepay reserves the right to set-off or deduct from the Merchant’s Business Account any applicable costs, fees or charges due to Onlinepay or arising from the bank transfer.

4.6. Onlinepay assumes no liability for any loss resulting from incorrect or incomplete payment details provided by the Merchant.

5. Reversals, Chargebacks, and Customer Claims

5.1. The Merchant shall be solely liable for any fees or costs associated with a transaction reversal or chargeback. Onlinepay reserves the right to deduct any such sums associated with a transaction reversal or chargeback from the Business Account. If the Merchant has insufficient funds in the Business Account, Onlinepay may deduct the corresponding sum from future transactions.

5.2. Any Customer claims or disputes relating to a transaction shall be resolved between the Merchant and the Customer.

6. Merchant Responsibilities

6.1. The Merchant shall only offer products and services that the Merchant has legal right to market and warrants that it has all requisite licences and permits in place to provide its goods and services.

6.2. In the operation of its business, the Merchant shall strictly comply with all applicable laws, codes and regulations and specifically with any personal data protection, health, safety and environmental laws and regulations or any jurisdiction where these Terms of Service may be performed. The Merchant shall ensure that each of its principals, shareholders, officers, directors and employees comply with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with the Business Services.

6.3. The Merchant shall not supply electronic content which is illegal, infringes any third party intellectual property or proprietary rights, facilitates illegal, unlawful or fraudulent activity, or contains any defamatory material. The Merchant shall be solely responsible for any content it publishes on its website which is used or featured in connection with the Business Services.

6.4. The Merchant shall perform all its obligations under these Terms of Service with due skill and care.

6.5. The Merchant shall at all times comply with all terms of service, guidelines, instructions, notices, policies and procedures issued by Onlinepay in the provision of the Business Services or any part thereof.

6.6. The Merchant undertakes that it will deliver the products and services which it receives payment for through the Business Account in accordance with the terms of sale or service between the Merchant and the Customer. The Merchant indemnifies and holds harmless Onlinepay for any Customer claims relating to the sale of goods or services of the Merchant.

6.7. The Merchant shall inform Onlinepay in writing of any changes to its business (including any change of control or constitution), change in credit or financial standing or business model as soon as reasonably possible.

6.8. To the extent necessary to comply with regulatory requirements, the Merchant grants Onlinepay the right to conduct audits for compliance at the Merchant’s physical premises, provided that the Merchant is given reasonable notice and that such audit shall not disrupt the Merchant’s ordinary business operations. The Merchant shall provide full cooperation on any document or information requests arising as part of such audit.

6.9. Any information, data, or communication posted, transmitted, or issued during the period where Merchant is logged in under the Merchant’s username and password (whether authorised or unauthorised) shall be deemed to be posted, transmitted, or issued by the Merchant. Merchant will be solely responsible for any such transmission, notice or communication and agree to indemnify and hold harmless Onlinepay from any loss, damage, expense, and/or liability for actions attributable to the use of your username and password on the Onlinepay Platform or in relation to the Business Services.

6.10. The Merchant is solely responsible for keeping the username and password to the Business Services secure. You are encouraged to change your password on a regular basis and Onlinepay will not be liable for any disclosure or unauthorised use of your username or password. If your username or password has been compromised, you must inform Onlinepay immediately.

7. Merchant Support

7.1. Onlinepay will use all commercially reasonable efforts to provide the Business Services with minimal interruption.

7.2. The Merchant is obliged to notify Onlinepay of any downtime to the Business Services it experiences and to provide all reasonably requested cooperation in investigating and resolving such downtime.

7.3. Should there be an exceptional circumstance requiring the Business Services to be taken offline for executing planned maintenance or upgrades, Onlinepay will provide the Merchant with reasonable notice and exercise all reasonable efforts to minimize the effect of the downtime on potential transactions.

8. Closing of Account

8.1. Either Party may close the Business Account and terminate the relationship with immediate effect at any time without reason.

8.2. Where the Business Account is closed without cause by Onlinepay, the Merchant will be notified in writing of the termination and account closure at least fourteen (14) calendar days in advance, together with instructions on the withdrawal of remaining funds in the Business Account.

9. Suspension or Termination of Business Services

9.1. Onlinepay may at its sole discretion suspend or terminate with immediate effect the Business Services or a part thereof:

  1. if the Merchant breaches any of these Terms of Service;
  2. in the event the Merchant sells a material part of its business, undergoes a change of control, undergoes liquidation, initiates composition proceedings or can be assumed to have become insolvent;
  3. where it has reason to believe that the Merchant has violated any law or regulation applicable to the Merchant’s use of the Business Services;
  4. where it reasonably believes that the Merchant is involved in fraudulent activity, money laundering, terrorism financing or other criminal activity;
  5. where it reasonably determines that the Business Services may be subject to a high risk of unauthorized payments or fraudulent transactions;
  6. where it reasonably believes that the Merchant’s account has been compromised, or for security reasons;
  7. where it reasonably suspects that the Business Account is used without the Merchant’s authorization;
  8. at the order or request of any applicable regulatory body or government authority;
  9. or for any other reason it deems fit to warrant a suspension.

9.2. Where the relationship is terminated for cause under clause 9.1 by Onlinepay, Onlinepay may, at its discretion hold the Merchant’s funds for a period of up to three (3) months in the Merchant’s account as security against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liabilities incurred by the Merchant through the use of the Merchant services.

9.3. The Merchant shall remain liable for all outstanding liabilities, charges and obligations incurred up to the date of termination.

10. Modification of Services

Onlinepay may, at its sole discretion and without liability, modify or update the Business Services and/or amend or update these Terms of Service at any time with immediate effect by posting a notification of the amendments or updates on the Onlinepay Platform.

11. Intellectual Property

11.1. All Intellectual Property, proprietary rights or rights relating to intangible property which are used, developed or embodied in connection with any of the Business Services are owned by Onlinepay.

11.2. No title to the Intellectual Property shall be transferred to the Merchant through the use of the Business Services and the Merchant does not receive any right other than those expressly granted under these Terms of Service. The Merchant shall not disassemble, decompile, extract, reverse engineer, or decrypt any part of the Business Services.

11.3. Onlinepay grants the Merchant a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property, except for the Onlinepay trademarks, solely for the limited purpose of using the Business Services until the termination of the Business Services by either Party. There shall be no use of the Onlinepay trademarks without the prior written approval by Onlinepay.

12. Confidential Information

12.1. Each Party acknowledges that the Confidential Information of the other Party is valuable to such Party and agrees to protect all Confidential Information received from the other Party.

12.2. Each Party agrees that it shall now disclose any Confidential Information except as necessary to perform its obligations under these Terms of Service or as required by any applicable law. In the event that disclosure is required by law, the disclosing Party will, to the extent permitted by law) give the other Party reasonable prior notice of such disclosure.

12.3. Upon termination of the Business Services each Party shall, to the extent it is practicable to do so, return or destroy all tangible material embodying the Confidential Information of the other Party.

12.4. Notwithstanding the foregoing, each Party may retain the Confidential Information to the extent required for compliance with any applicable law or regulation, provided that such Confidential Information shall not be disclosed or used for any other purpose.

12.5. For the avoidance of doubt, Confidential Information shall include personal information provided by the Merchant. All personal information shall be protected and processed in accordance with Onlinepay’s privacy policy.

13. Disclaimer

Onlinepay provides the Business Services on an “as-is” basis. To the extent permitted by applicable law and except as otherwise expressly stated, Onlinepay disclaims any warranty or condition of any kind, express, implied or statutory, including without limitation any implied warranty of title, license, data accuracy, non-infringement, merchantability, fitness of a particular purpose, or that any application, website, product or service will be error free, bug free or operate without interruption.

14. Risk and Indemnification

14.1. The Merchant acknowledges and accepts that the funds are held in the Business Account at the Merchant’s sole risk.

14.2. The Merchant understands and assumes the risk of total or partial loss of funds stored in the Business Account and will not hold Onlinepay liable for any complete or partial inability of Onlinepay to make payouts and settlements into the Merchant’s bank account.

14.3. The Merchant shall indemnify Onlinepay from and against all actions, claims, demands, liabilities, obligations, losses, and costs (including but not limited to reasonable legal fees, expenses and penalties) arising from use of the Business Services, any breach or violation of these Terms of Service, gross negligence, fraud or dishonesty by the Merchant or its employees or agents.

15. Force Majeure

15.1. Neither Party shall be held liable for any failure or delay in performing its obligations under these Terms of Service where such failure or delay can be attributed to force majeure events which are outside the control of that Party.

15.2. Force majeure events shall include, but are not limited to fires, floods, natural disasters, an outbreak or escalation of hostilities, war, riots or civil disorders, acts of terrorism, internet failures, failures of telecommunications or electrical power lines, labor disputes, acts or omissions or government authorities prohibiting a Party from performing its obligations under these Terms of Service, or orders of domestic or foreign courts or tribunals, government sanctions, or legislative changes.

15.3. In the occurrence of a force majeure event, the non-performing Party will be excused from any performance of the obligations affected by the event only for as long as the force majeure event continues. The non-performing Party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and to resume performance

16. Limitation of Liability

Onlinepay and its Affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, regardless of whether such damages were foreseeable or whether it has been advised of the possibility of such damages.

17. Governing Law and Dispute Resolution

17.1. These Terms of Service shall be governed, construed and interpreted under the laws of Singapore, excluding its conflict of laws principles. The Parties do not intend that any of these terms shall be enforceable by any person who is not a party to these Terms of Service.

17.2. Except as may have been otherwise provided herein, any controversy, claim or dispute arising out of, or in connection with, this Agreement that cannot be settled amicably by conciliation between the Parties within ninety (90) days of initiating such process of conciliation shall be exclusively referred to and resolved by arbitration administered by the Singapore International Arbitration Center in accordance with the Arbitration Rules of the Singapore International Arbitration Center for the time being in force.

17.3. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English.

18. Notices

18.1. Onlinepay shall publish all notices relating to the Business Services and these Terms and Conditions on the Onlinepay Platform. Notices may also be sent to the Merchant via the e-mail address provided during account registration.

18.2. Any message, notice or information shall be deemed duly delivered within twenty-four (24) hours upon publication or email transmission. Onlinepay disclaims any liability for any failure in your receipt of such publication or electronic mail.

18.3. Notices from the Merchant may be sent via e-mail to support@onlinepay.com or through any other means of communication listed on the Onlinepay Platform.

18.4. The language of communication for notices shall be English unless otherwise stated. Communication in other languages supported by Onlinepay is only for convenience and does not constitute an obligation on Onlinepay to support that language at all times.

19. Assignment

Onlinepay, at its sole discretion, may assign any of its rights or obligations under this Agreement to any third party or affiliate in order to fulfil these Terms of Service. The Merchant shall not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement.

20. Severability

If a court of competent jurisdiction declares any provision of these Terms of Service to be illegal, invalid or otherwise unenforceable, then these Terms of Service shall be construed as though such provision were not contained herein.

21. Waiver

No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege under these Terms of Service or applicable law. No remedy conferred by any provision of these Terms of Service is intended to be exclusive of any other remedy which is otherwise available at law or in equity, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. The election of any one or more of such remedies by a Party shall not constitute a waiver by such Party of the right to pursue any other available remedies

22. Entire Agreement

These Terms of Service, including all addenda, schedules and amendments accepted by the Merchant shall constitute the entire agreement between the Parties with respect to the subject matter and shall supersede any previous terms of service or agreement between the Parties.

23. Recurring Payment Terms

Effective 1 June 2017

The following terms and conditions shall apply to recurring payments made through Onlinepay:

23.1. Onlinepay shall not bear any responsibility or liability for any disputes or claims relating to recurring payments and all such disputes/ chargebacks shall be the sole responsibility and liability of the Merchant. The Merchant shall bear all chargeback costs and both Onlinepay and the Merchant shall cooperate to resolve the chargeback dispute in an amicable manner with the Customer.

23.2. The Terms above shall form part of the Customer Terms and Conditions and Business Terms and Conditions (whichever applicable) and shall be read as one and the same agreement. In the event of any conflict between these terms and the Customer or Merchant Terms and Conditions relating to recurring payments, these terms shall prevail. All other terms shall remain in full force and effect.

24. Entire Agreement

These Terms of Service, including all addenda, schedules and amendments accepted by the Merchant shall constitute the entire agreement between the Parties with respect to the subject matter and shall supersede any previous terms of service or agreement between the Parties.

25. Definitions

“Business Account” is an Onlinepay account specific to Merchants to receive payments for goods and services offered on the Merchant’s Website.

“Business Services” are the services described under clause 1 of these Terms of Service.

“Customer(s)” refer to individual users with individual Onlinepay accounts who are consumers of the goods or services offered by the Merchant.

“Confidential Information”means any information, materials, records and/or documents which the disclosing Party provides or has provided to the receiving Party, regardless of form in which such information was communicated or maintained (whether in written, oral, electronic or machine readable form), and whether such information is identified or designated as proprietary or confidential of the disclosing Party or should be recognized by the receiving Party as confidential due to its nature, including but not limited to specifications, data, know-how, formulae, compositions, processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams, artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business plans, studies, notes, projections, compilations, marketing information, research and development, manufacturing or distribution methods and processes, customer lists, price lists, customer requirements, trade secrets or information which is capable of protection at law or equity as confidential information, any information derived or produced partly or wholly from or that reflects the above information (including any notes, reports, analyses, compilations, studies, files or other documents or materials) and/or other materials that contain information which is of commercial, economical, technical and/or business value because of its nature, whether the information was disclosed before, on or after the acceptance of these Terms of Service.

“Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

“Merchant” refers to the individual or legal entity offering goods or services for sale who has registered for an Onlinepay Business Account.

“Merchant Website” is the website through which the Merchant offers its goods or services for sale.

“Party” ” is an individual reference to either the Merchant or Onlinepay, collectively referred to as “Parties”.

“Platform” or “Onlinepay Platform” ” refers to the Onlinepay website at www.onlinepay.com and/or the Onlinepay mobile application and includes all functions including the sandbox features, integration and checkout pages powered by Onlinepay.

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