NETS for business Terms & Conditions

1. STANDARD TERMS AND CONDITIONS FOR MERCHANT FOR ALL PRODUCTS / SERVICES
2. AUTHORISATION AND CONDITION PRECEDENT
3. OWNERSHIP AND MANAGEMENT OF NETS ACCESS DEVICE
4. SPECIFIC TERMS AND CONDITIONS
5. GRANT OF LICENCE TO USE MARKS AND THE SYSTEM
6. INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE
7. UNDERTAKINGS OF MERCHANT
8. UNDERTAKINGS OF NETS
9. PAYMENTS
10. TRANSACTION REJECTION
11. DISPUTES
12. INDEMNITY
13. DISCLOSURE
14. CONFIDENTIALITY
15. PERSONAL DATA
16. FORCE MAJEURE
17. SUSPENSION OF RIGHTS
18. TERM AND TERMINATION
19. CHANGE IN CONSTITUTION
20. NOTICES
21. LIABILITY TO CONTINUE
22. GOVERNING LAW AND DISPUTE RESOLUTION
23. ASSIGNMENT
24. CONSTRUCTION AND VARIATION
25. SEVERABILITY
26. WAIVER
27. RELATIONSHIP OF THE PARTIES
28. RIGHTS OF THIRD PARTIES
29. TERMS AND CONDITIONS FOR NEW SERVICES
30. ENTIRE AGREEMENT
31. SAFEGUARDING

Terms and Conditions applicable to each of the Services

Annex 1 – EFTPOS CashCard NFP
Annex 2 – CashCard Top Up
Annex 3 – Merchant Top Up Card
Annex 4 – eNETS (BC and MM)
Annex 5 – MerchantConnect Service
Annex 6 – Baby Bonus
Annex 7 – CashBack Service
Annex 8 – Additional Terms & Conditions Governing the Use of Foreign Cards or Foreign Mobile Payment Applications
Annex 9 – NETS Access Device Riding (BC Credit)
Annex 10 – eNETS Credit Merchant (MM Credit)
Annex 11 – GST Refund Service
Annex 12 – Temporary NETS Access Device
Annex 13 – MultiChannel Payment Services
Annex 14 – RSVP
Annex 15 – NETSBiz Mobile Application
Annex 16 – WeChat Payment Merchant Services
Annex 17 – NETS as Master Merchant – Provision of Collateral
Annex 18 – Additional T&Cs specific to transactions for Malaysian Bank Issued Cards
Annex 19 – Merchant T&Cs For simplyNETS
Annex 20 – NETS Click Service Standard Terms and Conditions

Appendix 1 – Service Fees
Appendix 2 – eNETS Agreement (BC and MM)
Appendix 3 – eNETS Credit Merchant Agreement (MM Credit)
Appendix 4 – eNETS Direct Acquiring (DA) Agreement

STANDARD TERMS AND CONDITIONS FOR MERCHANT FOR ALL PRODUCTS / SERVICES

THESE TERMS AND CONDITIONS for Merchant (‘T&C’), together with any Appendices, Price Guides and Schedules which may be attached to the T&C, are collectively referred to as the Agreement of Commercial Terms and Conditions (‘Commercial Agreement’) between NETWORK FOR ELECTRONIC TRANSFERS (SINGAPORE) PTE LTD a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713 (hereinafter called “NETS”, and its subsidiaries and affiliates as may be specified from time to time) of the one part and the party specified in the Commercial Agreement (hereinafter called “Merchant”) of the other part.

WHEREAS NETS operates the System and provides the Services and the Merchant desires and NETS agrees to permit Merchant to participate in the System and / or the Services upon the terms and conditions hereafter appearing:

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1 In this T&C (including the above recitals) and in the Appendices hereto, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them:

3rd Party Access Device	means a device to serve as an access point to the Services which is installed, to be installed, and/or utilised by any party other than NETS, that is to be used at the Merchant’s premises for the processing of transactions in relation to the use of the Systems, including any software and all accessories and peripherals thereto.
Act	Payment Services Act 2019 including any amendments and supplements thereto from time to time
Acts as Collateral-secured Master Merchant	means any arrangement where NETS will carry out all claims processing and accept settlement and clearing activity on behalf of a Merchant in respect of Transactions, under which NETS may be exposed to liability to a third party (or third parties) to pay a fee and/or have monies deducted from NETS’s account as a result of Collateral-secured Dispute.
Administration Module	A web-based interface for a Merchant to view the functionalities related to the Services selected by the Merchant on the Application Form as may be provided by NETS from time to time at its sole discretion.
Application Form	means the NETS Application Form that all Merchants, whether new or existing, need to fill out and submit to NETS in order to subscribe for Services from NETS.
Bank Account	An account with any of the Participating Banks for clearing and settlement purposes and from which NETS may collect any fees or charges from Merchant according to this T&C.
BCA Card	A valid debit or credit card issued by banks with the Bank Central Asia (BCA) logo on the Card.
Business Day(s)	Mondays through Fridays, excluding Saturdays, Sundays and national public holidays in Singapore.
CashCard	means a valid, prepaid, stored value card (in both physical or virtual form) operated and managed by NETS, which is issued with and bears the CashCard marks for the payment of CashCard services in Singapore only, and includes, but is not limited, to the NETS CashCard and the NETS FlashPay.
Card	An unexpired and validly issued debit or credit card containing a magnetic strip and/or a chip for validation of the card issued by a bank or card issuer, whether the card is contact or contactless, and includes a UnionPay Card, BCA Card, and any other Foreign Card, any Tokenised Card and any card issued by a Card Scheme member.
Card Scheme	Any scheme established to manage and establish standards and procedures for the issuance and acceptance of Cards and the settlement of Transactions and includes any other payment industry body notified to the Merchant by NETS from time to time;
Card Scheme Regulations	Any standards, procedures, rules, regulations, programmes or requirements of, or issued by, a Card Scheme, including but not limited to the Payment Card Industry Data Security Standards (“PCIDSS”);
Cardholder Fee	means the administrative fee charged by the Merchant to the NETS Cardholder for provision of the Services.
Collateral	means security of an amount in value given to NETS in accordance with Annex 17 as security for NETS’ liabilities to third parties arising from a Collateral-secured Dispute.
Collateral-secured Dispute	means any Transaction in which a dispute involving a Collateral-secured Merchant (Collateral-secured Disputes include Disputes referred to in clause 7 of Annex 17).
Collateral-secured Liabilities	means any liabilities incurred by NETS or to which NETS is exposed where arising out of or in connection with any Collateral-secure Dispute where it Acts as Collateral-secured Master Merchant including any obligations to pay monies, liability for (or the suffering of any) Loss (as defined in Annex 17) arising from or in connection with where NETS Acts as Collateral-secured Master Merchant.
Collateral-secured Merchant	means any Merchant for whom NETS Acts as Collateral-secured Master Merchant, who is required by NETS to provide Collateral as a condition of NETS (or any affiliate of NETS) providing any Services to the Merchant in accordance with Annex 17.
Confidential Information	Includes, but is not limited to, all information of a confidential or proprietary nature relating to this T&C or NETS which would be apparent to a reasonable person familiar with NETS’ business and the industry in which it operates, that such information is, or should be of a confidential or a proprietary nature, including but not limited to any fees or payments, trade secrets, patents, development or technical information, proprietary product or information, Intellectual Property Rights, business plans, operations or systems, details of or relating to customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of NETS, regardless of form or format, including, without limitation, written, verbal or information reduced to a tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items.
Consumer	A holder of a Merchant Prepaid/Loyalty Card purchased from the Merchant.
eNETS Services	means the range of services listed on the Application Form which eNETS has authorised Merchant or Master Merchant (as the case may be) to use or to provide to Merchants or Users (as the case may be), as may be updated and amended by eNETS from time to time.
Foreign Card	A valid debit card, proprietary credit card or credit card issued by a non-Singapore financial institution which is associated with the Foreign Switch, and includes any card issued in replacement or renewal thereof.
Foreign Switch	An entity which operates an electronic point-of-sale facility outside Singapore, which shall include BCA, UnionPay and/or such other entity as may be agreed between NETS and the Merchant from time to time.
Goods and Services	Products and services offered by Merchant.
GST	Goods and Services Tax under the Singapore Goods and Services Tax Act.
GST Refund Provider	Any entity which processes GST refunds.
Individuals	means a natural person, whether living or deceased.
Intellectual Property Rights	All intellectual property, registered or unregistered, including but not limited to patents, copyright (including software), registered designs, trade marks, know-how, inventions and the right to have Confidential Information kept confidential; and any application or right to apply for registration of any of the rights mentioned above.
LMS	A Loyalty Management System developed and owned by NETS which facilitates the online issuance and redemption of Loyalty Points and for the managing and tracking of Loyalty Points associated with NETS EFTPOS transactions, including but not limited to the configuration of loyalty rules, period of loyalty, redemption limits and Loyalty Points conversion rules.
Loyalty Points	Rebate/reward dollars, or such other Loyalty Program rebate points used to offset purchases in the Loyalty Program.
Loyalty Program	Parameters / rules for calculating the amount of Loyalty Points to be issued or redeemed in each Transaction, including loyalty rules, period of applicability, rebate conversion rules and such other terms and conditions the NETS Cardholders need to fulfil to qualify for such Loyalty Points.
Marks	The names, marks, designs, logos, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by NETS and/or eNETS and the Participating Banks in connection with the System, NETS EFTPOS and NETS FlashPay, including all variations thereof and amendments thereto from time to time.
Merchant Loyalty Card	A magnetic stripe card sold and issued by the Merchant, customised by NETS, which is uniquely identified by the LMS with an amount or value accrued by the Consumer over a period of time (such period of time to be specified by the Merchant) and which the Consumer is entitled to redeem for goods, services and/or purchases at the Merchant within the validity period as specified by the Merchant.
Merchant Prepaid Card	A magnetic stripe card sold and issued by the Merchant customised by NETS in accordance with the Merchant Prepaid Card Design which is uniquely identified by the System with an amount which the Consumer is entitled to redeem for relevant purchases at the Merchant’s outlets within the validity period specified by the Merchant.
Merchant Prepaid Card Design	The design created by the Merchant for printing onto the Merchant Prepaid Card.
Merchant Top-up Card	means a top-up card issued by NETS to a Merchant for a specific NETS Access Device with a daily monetary limit set by a Merchant to facilitate the top-up of the Stored Value of a CashCard on such NETS Access Device without the immediate deduction of the CashCard top-up amount from any bank account.
NETS Access Device	means any device which serves as an access point to the Services as may be supplied by NETS to Merchant from time to time, or installed by NETS, or to be installed by NETS, at the Merchant’s premises for the processing of Transactions in relation to the use of the Systems, including any Software and all accessories and peripherals thereto and also any replacements, modifications, enhancements, improvements or additions to such hardware and Software.
NETS Cardholder	Holder of a valid NETS EFTPOS or a NETS FlashPay and/or any other Cards, (and where the Card is meant to have the NETS Cardholder’s name imprinted on the Card, the person whose name is imprinted on the Card), but excludes persons who are appointed or authorised to sell the cards, effect top-ups or refunds, or replace the cards.
NETS EFTPOS	A valid card that provides access to the NETS Cardholder’s cheque or savings account facility.
NETS FlashPay	A contactless, stored value facility (as defined under the Act in both physical and virtual form, operated and managed by NETS, which is issued with NETS’ brand name, trademark and / or logo ‘NETS FlashPay’.
NETS Group	NETS and each and every company which is at any given time a related corporation of NETS. For avoidance of doubt, corporations are deemed to be related to each other when a corporation is a subsidiary of another corporation, or is the holding company of another corporation, or both corporations are subsidiaries of the same holding company.
Operations Manual	the document or documents containing operational procedures and regulations relating to the System, including any directives and guidelines as may be issued from time to time by Participating Banks, Participating Institutions or relevant authorities such as the Monetary Authority of Singapore, and which may be provided by NETS to Merchant, and as may be amended from time to time at NETS’ discretion.
Participating Banks	Banks or financial institutions which have entered into an agreement with NETS to participate in the System and/or the Services.
Participating Institutions	the Card Schemes, members of Card Schemes or Participating Banks which have entered into an agreement with NETS to participate in the System and/or Services.
Personal Data	means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which either NETS or the Merchant has or is likely to have access.
Regulatory Authority	Any ministry or department of the Government of Singapore or such other jurisdiction, and includes any statutory authority or body established with powers to regulate banking, credit or financial services and / or electronic transactions or communications.
Services	The range of services listed on page 1 of the Application Form which NETS has authorised Merchant to use or to provide to NETS Cardholders, as may be updated and amended by NETS from time to time.
Service Fees	means such fees as may be payable by the Merchant to NETS and/or eNETS (as the case may be) for the Services which Merchants have been authorised by NETS and/or eNETS (as the case may be) to provide, as may be updated or changed by NETS and/or eNETS (as the case may be) at their discretion from time to time.
Software	Any software or application that NETS made available or installed to make the NETS Access Devices compatible with NETS EFTPOS and NETS FlashPay and/or for the provision of any Services.
Stored Value	Bears the same meaning as defined in the Act.
Stored Value Card	means prepaid stored value cards issued jointly or severally by Participating Banks for use in Transactions.
System	The computerised systems owned, operated and managed by NETS whereby, inter alia, payment for or a Transaction may be effected, including NETS Mobile Services and NETS Self-Service Station Services. NETS Mobile Services refers to a mobile or online service that allows for Transactions to be effected through various payment modes. NETS Self-Service Station Services refers to a multi-application NETS Access Device that allows for Transactions to be effected through various payment modes.
Tokenised Card	any Card in virtual form which is provisioned by NETS Cardholder for use in Transactions;
Transaction	Transactions effected by any person including a NETS Cardholder through the use of the System by means of the NETS EFTPOS or NETS FlashPay or any other Cards as authorised by NETS from time to time.
Transaction Date	The date on which the Transaction is effected;
Transaction Record	Record of the Merchant pertaining to a Transaction kept in such form as may be required by NETS.
UnionPay	means China Union Pay Ltd, a company established in China based on PRC law and regulations.
UnionPay Card	A valid debit or credit card issued by banks that follow the international bin code with 62 as the initial 2 numbers and / or UnionPay logo at the lower right corner on the front of the Card.

1.2 Clause headings are inserted for convenience of reference only and shall not affect the interpretation of this T&C or the Commercial Agreement. In this Commercial Agreement, references to Clauses and Appendices are to be construed as references to the clauses of, and appendices to this T&C; words importing the plural shall, except where the context otherwise requires, include the singular and vice versa; references to the masculine gender shall include the feminine or neuter genders and vice versa; and references to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require. Expression to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of the representing or reproducing words in a visible font. References to business days are to Mondays through Fridays, excluding Saturdays, Sundays and national public holidays in Singapore. References to ‘$’ are to Singapore Dollars.

2. AUTHORISATION AND CONDITION PRECEDENT

2.1 Subject to the terms of this T&C, NETS hereby agrees and authorises Merchant to participate in and use the System and provide the Services selected by the Merchant on the Application Form so as to enable NETS Cardholders and/or Consumers to effect Transactions.

2.2 Merchant agrees to abide by the Commercial Agreement, Price Guides and the Appendices of this T&C where applicable, and the Commercial Agreement, Price Guides and the Appendices of this T&C shall be an integral part of this T&C.

2.3 In the event that the provisions of this T&C are inconsistent with or contradictory to the provisions in the Commercial Agreement, the Commercial Agreement shall prevail, and in the event that the provisions of Schedule 1 are inconsistent with or contradictory to the provisions in the T&C, the provisions of Schedule 1 shall prevail.

2.4 It shall be a condition precedent of NETS’ obligations under this T&C that all necessary consents and approvals shall have been obtained by NETS from the Participating Institutions as may be required by the Participating Institutions in relation to the Merchant in connection with the Services to be provided by NETS to the Merchant.

2.5 NETS may in its absolute discretion waive (in whole or in part) the conditions precedent set out in Clause 2.4.

2.6 If, however, the condition precedent set out in Clause 2.4 is not satisfied or waived in accordance with Clause 2.5 (as the case may be), the obligations of NETS under this T&C shall lapse and cease to have further effect, in which event all obligations and liabilities of NETS to the Merchant shall cease and determine, and the Merchant shall have no claim whatsoever against NETS.

3. OWNERSHIP AND MANAGEMENT OF NETS ACCESS DEVICE

3.1 NETS Access Device(s) shall be provided and installed by NETS for the purpose of effecting Transactions or providing the Services using the NETS EFTPOS or NETS FlashPay or any other Cards as determined by NETS from time to time. Title to each NETS Access Device shall at all times remain vested in and each NETS Access Device shall be the sole property of NETS. Merchant shall not, or purport to, sell, assign, mortgage, charge or otherwise dispose of or encumber in any manner whatsoever the NETS Access Device, or in any interest therein, or permit any NETS Access Device or any interest therein to be sold, assigned, mortgaged, charged or otherwise encumbered or permit a lien to arise in respect thereof.

3.2 Merchant shall:

display or affix such notice or legend in respect of the said ownership on each NETS Access Device as may be requested by NETS or if so displayed or affixed by NETS, shall not tamper with or remove, cover or conceal the same; and
assert no claim whatever in relation to the ownership of any NETS Access Device regardless of the manner or degree of attachment thereof to Merchant’s premises, and agree to return at its own expense and unconditionally to NETS any NETS Access Device upon request by NETS.

3.3 At NETS’ request, Merchant shall allow NETS, its servant, employee, contractor or any other person authorised by NETS to enter all and any of Merchant’s premises at a mutually agreed time to do all things necessary to install, inspect, repair, replace, renew, maintain, service or upon the termination of this T&C to remove and / or disconnect any NETS Access Device installed therein or any related equipment and for such purpose to procure any authorisation necessary to enable NETS, its servants, agent, employee, contractor and any other person authorised by NETS to enter Merchant’s premises and provide such assistance, facilities and access as may be required. NETS shall not be liable to the Merchant or any third party for any damage caused by or arising in connection with the installation, repair, maintenance or removal of any NETS Access Device save for damage caused by the gross negligence, wilful breach of duty or misconduct on the part of NETS in which event the maximum liability of NETS shall not exceed in the aggregate Singapore Dollars One Thousand (S$1,000.00) in respect of any occurrence or series of occurrences arising out of any one event or series of connected event.

3.4 Merchant hereby agrees and undertakes that it shall:

display prominently at the Merchant’s premises such terms and conditions governing use of the Services and such other notices or materials as NETS may require from time to time;
not make any alteration to or modification of any NETS Access Device or affix any accessory, equipment or device thereon or thereto;
not allow any repair or other works to be undertaken to any NETS Access Device other than in accordance with the terms of this T&C and ensure that each NETS Access Device is protected at all times from unauthorised access or use by a third party or tampering, misuse, damage or destruction by any person;
ensure good and proper care and handling of each NETS Access Device at all times;
not part with supervision, possession or control of any NETS Access Device under any circumstance except with the prior written consent of NETS and in accordance with the terms of this T&C;
ensure that each NETS Access Device is operated only by designated authorised employees of Merchant who comply with the procedures stipulated by NETS in respect thereof;
be responsible and liable for any loss, damage or destruction of any NETS Access Device or any part thereof with effect from the installation date thereof;
not effect any Transaction by means of any NETS Access Device that is malfunctioning and shall during such period suspend the provision of Services from the said NETS Access Device;
not permit any person other than NETS, its servant, agent, contractor or any other person authorised by NETS to service or repair the NETS Access Device;
install such measures as may be necessary to protect the security and integrity of related hardware or software, whether owned by the Merchant or NETS;
make connections to such other systems as NETS or Participating Banks (as the case may be) may require from time to time;
maintain at its own expense adequate quantities of consumables for the hardware as may be required from time to time;
unless otherwise agreed, arrange at its own cost, for an approved telecommunication supplier to install and maintain all necessary telecommunications infrastructure and associated services (including, for example, a telephone line or wireless communications device and any internet services) to enable the use of the NETS Access Device. NETS shall not be responsible for maintaining any such telecommunications requirements;
ensure that the NETS Cardholder is able to use the NETS Access Device without the NETS Cardholder’s use of the keypad being observed by security cameras, observation mirrors, reflective surfaces or any other person, including closed circuit television and internal monitoring device;
not use the NETS Access Device, the Cards and/or any hardware and Software provided to the Merchant by NETS for the provision of Services under the Application Form, these T&Cs and any other agreement between Merchant and NETS, for any purpose other than the for the provision of Services as agreed between Merchant and NETS. The Merchant specifically agrees and acknowledges that it shall not use any computer chips, integrated circuits, SIM cards and/or any other components of the NETS Access Devices for any purpose other than as set out in these T&Cs and/or in the Application Form.
not use the NETS Access Device for the purpose of dispensing or advancing cash or extending credit in whatever form whether by itself or in conjunction with other payment transactions unless specifically authorised by NETS. Without prejudice to the foregoing, the Merchant shall not allow or assist any third party to obtain settlement through the NETS Access Device for Transactions which are not in respect of the Merchant’s goods or services, and as between NETS and Merchant, any such third party obtaining, or attempting to obtain, such settlement in breach of this provision shall be deemed to be the agent of the Merchant, and NETS shall not be responsible for any dispute or claim whatsoever arising between the Merchant and its agents or customers;

3.5 Merchant shall immediately notify NETS upon any loss (through theft or otherwise), destruction, malfunction or breakdown of any NETS Access Device.

3.6 NETS shall upon receipt of notification of any malfunction or breakdown of any NETS Access Device take such action as may be necessary and expedient to place the NETS Access Device in good working order again or to replace the NETS Access Device, without charge, as it deems fit.

3.7 Merchant shall not, except with the prior written consent of NETS, such consent not to be unreasonably withheld, relocate any NETS Access Device to another location whether within or without Merchant’s premises or to another of Merchant’s premises. Any relocation shall be performed in consultation with NETS, and a mutual decision reached as to whether it warrants NETS to effect the relocation. All costs, charges and expenses relating to the relocation requested by Merchant in respect of any NETS Access Device shall be borne by Merchant.

3.8 The Merchant may not utilise or install a 3rd Party Access Device without prior written approval from NETS. In the event NETS consents to the use of a 3rd Party Access Device by the Merchant, Clauses 3.1 to 3.7 above shall have no application to the Parties in connection with that 3rd Party Access Device. In such instance, the Merchant undertakes and warrants that the 3rd Party Access Device will meet the requisite specifications of NETS, a copy of which is provided upon request. The Merchant further undertakes to maintain and operate the 3rd Party Access Device in accordance with the specifications, a copy of which is provided upon request. NETS shall be fully indemnified from any breach of the Merchant’s obligations in this Clause 3.8 or with any malfunction associated with the 3rd Party Access Device. Upon any malfunction or breakdown of any 3rd Party Access Device, the Merchant shall take such action as may be necessary and expedient to place the 3rd Party Access Device in good working order again or to replace the 3rd Party Access Device.

4. SPECIFIC TERMS AND CONDITIONS

4.1 In addition to the standard terms in this Commercial Agreement, the Application Form, Price Guides and any other agreement between NETS and the Merchant, the terms and conditions set out in Schedule 1 shall also apply to the each of the specific Services which the Merchant has applied for via the Application Form.

4.2 For avoidance of doubt, the terms and conditions corresponding to each Service shall only apply to Merchant if the Merchant has opted for the relevant Service on the Application Form.

4.3 The Merchant agrees and acknowledges that when it applies for additional Services via the Application Form, the Merchant shall, upon submission of the Application Form, be deemed to have read, understood and accepted the terms and conditions applicable to such additional Services and as set out in this T&C, and that these terms and conditions shall apply without the need for any signature and/or separate acceptance by Merchant of the same.

4.4 The Merchant agrees and undertakes that it shall retain its copy of any Transaction Records and/or copies of any and all Transaction receipts for a period of eighteen (18) months (or such period as may be notified) after the Transaction and shall furnish all or any such Transaction Records and/or receipts, as may be required, to NETS within the time limit stipulated by NETS.

5. GRANT OF LICENCE TO USE MARKS AND THE SYSTEM

5.1 NETS hereby grants to Merchant, for the term of this T&C: (i) a personal, revocable, non-assignable and non-exclusive licence to use the Marks in connection only with its provision of Services under the System in accordance with such manner of use as may be stipulated or permitted by NETS from time to time; and Merchant agrees that it shall derive no title or interest in the Marks or any part thereof and shall not attain any goodwill in respect thereof; and (ii) a limited, non-exclusive and non-assignable license to use the System and provide the Services under the System in accordance with such manner of use as may be stipulated or permitted by NETS from time to time, and the Merchant agrees that it shall derive no rights, title, interest or benefit in any of the System, the Services or any part thereof.

5.2 Merchant undertakes to put up and display such signs and to distribute such materials at its premises relating to the acceptance of NETS EFTPOS and NETS FlashPay and/or the provision of Services, whether or not such materials contain the Marks, as may be reasonably required by NETS from time to time but not to otherwise do so without the prior written consent of NETS. The Merchant shall observe all promotional guidelines issued, published or updated by NETS from time to time regarding the use of the Marks or use any promotional material which may be issued by NETS from time to time.

5.3 The Merchant hereby acknowledges that the NETS is the sole legal and beneficial owner of all the Marks and any and all Intellectual Property Rights subsisting in and to the Services and the System and that the Merchant will not at any time, challenge the ownership rights of NETS or do any such acts to invalidate, compromise or jeopardize such rights contained therein.

5.4 Merchant hereby authorises and consents to NETS making reference to, using and reproducing Merchant’s name, trade marks, logos, signs, acronyms and other insignia in any material or medium for the advertisement, publicity and promotion of the System and/or Services, provided that NETS shall not thereby or otherwise derive any title, interest, claim, right or goodwill in the same.

6. INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE

6.1 Any Software provided by NETS, its documentation and all copies and modifications of both, including all applicable rights to patents, copyrights, trademarks and trade secrets, are the proprietary of NETS and their titles shall remain with NETS.

6.2 Merchant shall not sell, licence, transfer, publish, disclose, display or otherwise make available any Software or copies thereof to any third parties. Merchant agrees to secure and protect any Software, its documentation and all copies of either of the foregoing in a matter consistent with the maintenance of the NETS’ rights herein and to take appropriate action by instruction or agreement with NETS’ employees or consultants who are permitted access to the Software or its documentation to satisfy the Merchant’s obligations hereunder.

7. UNDERTAKINGS OF MERCHANT

7.1 Merchant agrees and undertakes throughout the term of this T&C that it shall:

provide the Services without imposition of any surcharge, special charge or taking any security from a NETS Cardholder in relation to a Transaction;
not require NETS Cardholders to pay any part of the fees which Merchant may be liable to pay NETS hereunder whether through an increase in price or otherwise or to pay any contemporaneous finance charge in connection with a Transaction;
not make any warranty or representation whatsoever in relation to the Services which may bind NETS or the Participating Banks, or make any one of them liable in any way whatsoever;
at its own expense and before the time agreed for installation or activation of the Services, prepare and provide the necessary, compatible operational equipment, software and connection specified by NETS for the purposes of the Systems; and where necessary, prepare and provide such interface hardware and software to NETS or the Participating Banks;
not alter, copy, modify or tamper with any hardware or Software provided by NETS;
liaise with NETS for the installation, activation and maintenance of the NETS Access Device for the purposes of the System;
where required, comply with all security or encryption standards, rules, procedures and guidelines which may be imposed by NETS from time to time;
pay all fees and charges to NETS in accordance with the relevant Price Guides and the Commercial Agreement;
prior to providing the Services, open and maintain at all times during the term of this T&C (or such longer period as may be specified by NETS from time to time), a Bank Account in its name with one of the Participating Banks which shall be designated for purposes of clearing and settling Transactions handled by Merchant, as well as for payment of any fees and charges as provided in this T&C and inform NETS of any change in the particulars of its designated Bank Account which may impact the Merchant’s ability to comply with the terms and conditions of this T&C (including the location of the branch at which such account is held). The Merchant cannot close the Bank Account save with the prior written consent of NETS;
train its staff on the usage of the Services in accordance with any instructions provided by NETS from time to time;
maintain adequate and competent personnel to operate the System, NETS Access Devices, Administrative Module and any other equipment provided by NETS to the Merchant;
comply in all respects with the provisions of the Act and the regulations thereunder, and any Monetary Authority of Singapore direction(s), notice(s), regulation(s) and/or guideline(s), as may be applicable to any of the Services used by the Merchant.;
cooperate with the reasonable requests of NETS in the event of any investigations carried out by NETS or its representatives or agents;
prior to providing the Services, open and maintain at all times during the term of this Agreement, an email account which shall be designated for the purposes of receiving communications from NETS to the Merchant and inform NETS of any changes to the Merchant’s email account;
install such measures as may be necessary to protect the security and integrity of any related hardware or software, whether owned by the Merchant or NETS, as well as processes for the Transactions undertaken;
ensure that all Goods and Services purchased by NETS Cardholders through the Services are properly and duly delivered to the NETS Cardholders and use its best endeavours to make its Goods and Services available through the Services and for payment for those Goods and Services to be payable via the System;
save where permitted by NETS in writing, not to use the Services to process payment transactions and/or accept payments which are not made in consideration for the provision of any goods or services by the Merchant (including, without limitation, payments for remittances, repayment of loans and donations).

7.2 Merchant agrees and undertakes that all information, data and records (whether processed or not) whatsoever submitted, provided, supplied or presented by Merchant to NETS, including but not limited to Transaction Records and receipts, are true and accurate and shall fully indemnify NETS from or against all actions, proceedings, claims, demands, costs (including legal costs on a full indemnity basis), fees, expenses of whatsoever nature which may be threatened or brought against NETS directly or indirectly arising from or in connection with NETS’ reliance on any such information, data or records.

8. UNDERTAKINGS OF NETS

8.1 NETS agrees and undertakes that it shall use its best endeavours to ensure that the System shall facilitate the settlement of Transactions and the functions required to enable the Merchant to provide the Services. NETS will undertake its best effort to maintain adequate and competent personnel to operate the System to ensure service continuity.

8.2 NETS shall provide the necessary training on the use and operation of the hardware or System to Merchant along with any instructions from time to time and any other documents as necessary.

8.3 NETS agrees and undertakes that it shall where required, at the Merchant’s expense, install the hardware at the Merchant’s premises on or by such installation date as the parties may agree.

8.4 NETS makes no representations or warranties of any kind, whether expressly or impliedly, with respect to the System and/or the Services or any software and hardware provided, or any part thereof and shall not be liable to the Merchant for any loss or damage howsoever caused and regardless of the form of loss or damage which may be suffered or incurred by the Merchant or any third party in connection with this T&C including (without prejudice to the generality of the foregoing) any loss of profit in consequence of a breakdown in the System or part thereof other than pursuant to Clause 12.3.

9. PAYMENTS

9.1 All Transactions shall be made in Singapore Dollars, and subject to a maximum transaction value of S$20,000 (or such other limit that may be permitted by NETS).

9.2 Merchant shall be liable to make payments due to NETS arising from this T&C in accordance with the relevant Appendices, Price Guides, and the provisions herein:

Merchant shall pay NETS the applicable fees and other charges, as well as any revision thereto, at such time as may from time to time be stipulated by NETS in the relevant Appendices, Price Guides or Commercial Agreement, if any.
except as otherwise stated in this T&C, the Service Fees and charges payable by Merchant under this T&C are exclusive of any taxes, duties, fees or government levies which may be imposed now or hereafter in respect of the Transactions. Such taxes, duties, fees or governmental levies shall be payable by the Merchant.
prompt payment of the fees and other charges shall be of the essence of this T&C.
except as otherwise stated in this T&C, NETS shall be entitled to charge interest on the fees and other charges payable by Merchant hereunder at the rate of 1% per month or such other maximum allowed under the applicable law from the date the fees or other charges payable hereunder shall be due and payable up to the date of payment, subject to a minimum of $5.
all fees and charges paid by Merchant under this T&C shall not be refundable in the event of termination of this T&C howsoever caused.
NETS shall be entitled to withhold and deduct any amount from the sum payable to Merchant under this T&C to set-off any outstanding fees or other charges due to NETS, including any amount that is wrongly credited to Merchant, as provided in the Commercial Agreement.

9.3 Upon the execution of this T&C, Merchant shall provide NETS with all necessary particulars of the Bank Account designated by Merchant pursuant to Clause 7.1(i). NETS reserves the right to require the Merchant to maintain a minimum credit balance in the Merchant’s Bank Account during the term of this T&C. Any such minimum credit balance will be notified by NETS to the Merchant from time to time. In the event that the Merchant’s Bank Account is closed for any reason whatsoever, terminated by the Participating Bank for any reason whatsoever or there are changes made to the Merchant’s Bank Account which in NETS’ sole and absolute opinion materially impact this T&C or render NETS unable to continue providing any of the Services to the Merchant in accordance with this T&C, this T&C shall be deemed to be terminated with immediate effect and Clause 18.5 of this T&C shall apply.

9.4 Merchant agrees that NETS may, if and whenever instructed to do so by the Participating Bank with which Merchant has designated its Bank Account, limit or refuse any or all transactions from or to such Bank Account and no liability shall be imputed to NETS for acting on such instructions or to any Participating Bank for giving such instructions, neither of whom shall be obliged to assign any reason for the same.

9.5 If, for any reason whatsoever, the Merchant‘s Participating Bank ceases to be a Participating Bank, the Merchant shall forthwith upon receipt of written notice thereof from NETS, re-designate a Bank Account for the purpose of the Transactions with any of the other remaining Participating Banks.

9.6 NETS shall be entitled and Merchant hereby authorises NETS to debit directly without prior notice all Service Fees and charges due from Merchant to NETS under this T&C, including any amount that is wrongly credited to Merchant, from the aforesaid designated Bank Account.

9.7 NETS will initiate a credit into the Merchant’s designated Bank Account on the next Business Day after the day the Transactions are processed (which is the next Business Day if Transactions are submitted before Merchant’s cut off). Merchant agrees that NETS will not undertake payment or settlement procedures on any day declared by the Association of Banks in Singapore or by the Merchant’s bank as being a holiday and Saturday, Sundays and public holidays as gazette and declared in Singapore, in which case Transactions effected on such days shall be paid and settled on the immediately following day which is not any of the aforesaid non-settlement days.

9.8 Merchant undertakes to execute and furnish such additional authority in writing as may be required by NETS for the purpose of effecting the aforesaid direct debits.

9.9 Merchant shall notify the relevant Participating Bank in writing regarding the payment of such fees or other charges and amount as provided in Clause 9.6 above, and at NETS’ request shall authorise such bank in writing to carry out NETS’ instruction for the aforesaid purpose.

9.10 Merchant agrees and undertakes in respect of Stored Value Card Transactions that:

it shall upload the particulars of all Transactions handled by Merchant for payment and settlement by the Participating Banks through NETS on a daily basis, and in any case, not later than seven (7) days from the date on which the said Transactions were effected; and
the Participating Banks’ liability for payment and settlement of the Transactions handled by Merchant shall only arise upon: (i) uploading of the Transaction particulars thereof by Merchant in accordance with sub-clause (a) above; and (ii) the Transaction particulars thereof being properly verified and authenticated by NETS, failing which neither the Participating Banks nor NETS shall have any obligation to effect payment in respect thereof and Merchant shall have no rights, claims or recourse for payment of such Transactions.

9.11 All settlement will be processed and paid by NETS on the next Business Day after the day the Transactions are processed (which is the next business day if Transactions are submitted before Merchant’s cut-off). Merchant agrees that NETS and the Participating Banks will not undertake payment or settlement procedures on the following non-settlement days:

any day declared by the Association of Banks in Singapore or the Participating Banks as being a holiday; and
Sundays and public holidays as gazetted and declared in Singapore,

in which case Transactions effected on such days shall be paid and settled on the immediately following day which is not any of the aforesaid non-settlement days.

9.12 Where required, upon the execution of this T&C, Merchant shall pay NETS a deposit in the amount and by such date as may be specified to the Merchant by NETS. The deposit shall be held by NETS as a security for the due performance and observance by Merchant of this T&C, and the fulfilment by Merchant of its obligations hereunder. NETS shall be entitled as its option at any time to off-set any Service Fees or other charges due and owing by Merchant to NETS under or in connection with this T&C or any damages payable against the deposit. NETS’s rights hereunder shall be in addition to and without prejudice to any other right of action or other remedy available to NETS for the recovery for any fees or charges (including damages) payable by Merchant to NETS. As soon as practicable after the termination of this T&C, NETS shall refund the deposit without interest to Merchant less such sum as NETS may be entitled to deduct hereunder.

10. TRANSACTION REJECTION

10.1 Merchant undertakes that, subject to Clause 10.2, it shall not disallow the use of the System as a means of payment for goods or services provided by it to NETS Cardholders who wish to effect such payment and shall indemnify and keep NETS and Participating Banks harmless from and against any liabilities, losses and other consequences arising from any such refusal.

10.2 If a Transaction involving payment by NETS Cardholders under the System is rejected for any reason whatsoever, Merchant may agree to alternative means of payment with the NETS Cardholders.

10.3 Merchant agrees that no liability shall be imputed upon NETS for any rejection or any dispute arising from any aspect of the agreed alternative means of payment between Merchant and the NETS Cardholders save for those liabilities attributable to the gross negligence, wilful breach of duty or misconduct on the part of NETS, provided that the total liability of NETS hereunder shall not exceed in the aggregate Singapore Dollars One Thousand (S$1,000.00) in respect of any occurrence or series of connected events.

10.4 Merchant agrees that, where it is a Collateral-secured Merchant, any dispute that arises in connection with Transaction rejection referred to in this clause will be deemed to a Collateral-secured Dispute for which Annex 17 applies.

11. COLLATERAL & DISPUTES

11.1 NETS shall not be involved in any dispute or claim that may arise between NETS Cardholders and Merchant, unless the said dispute or claim relates specifically to the use of the System in which case the same shall be subject to the relevant terms and conditions governing the use of the System prevailing from time to time and the dispute or claim was notified to NETS within sixty (60) days of occurrence.

11.2 Merchant shall request or instruct the Merchant’s Participating Bank to reveal and furnish or consent to the Merchant’s Participating Bank revealing and furnishing all the particulars relating to the Merchant’s Bank Account in connection with the Transaction that is in dispute or is the subject of a claim.

11.3 The parties hereto agree that in the event of a dispute or claim of whatever nature arising in respect of any Transaction, the records of the Transactions available from Merchant and NETS shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim. Where there are discrepancies between records of the Transactions recorded by NETS, Merchant and (where applicable) the Foreign Switch, the records of NETS shall prevail / the discrepancies shall be jointly investigated by NETS and the Merchant using information from both parties whenever appropriate, and proper adjustments (if any) shall be made accordingly. The Merchant shall reimburse NETS the reasonable costs and expenses taken to investigate and collate the relevant information in connection with such disputes or claims.

11.4 Merchant agrees that where multiple or excess payments have been effected by or on behalf of NETS Cardholders in respect of any Transaction, whether through the Services or through any other existing system of payment, Merchant shall refund or reimburse such NETS Cardholders for such excess payments made and shall keep NETS harmless from and indemnified against any claim related to such excess payments.

11.5 Any Merchant may, for the purposes of this Agreement, be assessed as a Collateral-secured Merchant for which NETS is entitled to apply Annex 17. The terms and processes by which a Merchant is so designated are set out in Annex 17. Where so designated, Annex 17 shall apply to such Merchant.

12. INDEMNITY

12.1 Merchant hereby agrees and undertakes to fully indemnify and keep NETS harmless from and against all actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages which NETS may suffer or incur as a result of:

the occurrence of any event under Clause 18.4;
any fraud, dishonesty or misconduct (criminal or otherwise) relating to the Services provided by and/or the Transactions perpetrated by Merchant, its servant, agent, employee or contractor or the fraud, dishonesty or misconduct (criminal or otherwise) perpetrated by a third party as a result of the negligence or default of Merchant, its servant, agent, employee or contractor;
any use of pictures, designs or creative works in conjunction with the Merchant Prepaid/Loyalty Card Design which infringes any third party copyright or other intellectual property right or violates any law or regulation;
any loss of or damage to any equipment in the System (including, where applicable, 3rd Party or NETS Access Devices) arising out of the act or omission whether negligent or otherwise of Merchant, its servant, agent, employee or contractor or out of any failure of Merchant, its servant, agent, employee or contractor to operate the equipment (including, where applicable, 3rd Party or NETS Access Devices) in accordance with the procedures prescribed by NETS or the Operations Manual.
any losses caused by any failure to receive communications, delay in receipt, misplacement, damage whatsoever in the delivery by email from NETS via the email account designated for the purposes of receiving communications from NETS to the Merchant in Clause 7.1(o); and
any loss caused by the Merchant failing to inform NETS of any changes to the said email account per Clause 7.1(n);
Any failure to comply with any data protection or privacy laws in any relevant jurisdictions, and whether arising on account of the actions of the Merchant, its officers, employees and/or agents or otherwise howsoever.

12.2 Merchant shall not hold NETS liable or responsible for any action, claim, cost, expense, damage and loss, including consequential loss or damage or loss of profit, which Merchant may suffer or incur as a result of a breakdown in the System and/or Services or when the System and/or Services are not available for any reason whatsoever. In particular, where the Services provided to the Merchant are wireless, the Merchant acknowledges and agrees that the network connection of the Services are the sole responsibility of the appointed telecommunication provider, and NETS assumes no liability whatsoever for any failure or disruption of any network connection, or the consequences arising from such failure or disruption. The Merchant shall also not hold NETS liable or responsible for any actions or omissions or delays of the Participating Bank or the Merchant in respect of any payments or Transactions.

12.3 NETS shall indemnify Merchant against direct losses not exceeding the sum of Singapore Dollars One Hundred (S$100.00) suffered by Merchant as a result of any fraud, negligence, dishonesty or misconduct (criminal or otherwise) relating to any Transaction by any servant, agent, employee or contractor of NETS.

12.4 The indemnities undertaken by the Merchant in this Clause 12 shall survive the termination or expiry of this T&C, howsoever caused.

12.5 Without prejudice to the generality of Clause 12.2, in the absence of any fraudulent acts or negligence or default of NETS, its servants, agents, employees or contractors, the Merchant agrees that NETS shall have no responsibility or liability whatsoever for:

Any misuse of the Administration Module;
Any fraud perpetrated through the System and/or the Services;
Any Transaction including but not limited to any activation, top up or transaction performed with an incorrect amount;
Any fraud perpetrated in respect of any Card including cloning or duplication; or
The custody and value of any Stored Value/Points, on any Card whatsoever, due to the NETS Cardholder and/or Consumers.

13. DISCLOSURE

13.1 Merchant hereby agrees and consents to the disclosure and release by NETS of any information in the possession of NETS relating to Merchant, the particulars of any Services provided and/or the Transactions or any designated account relating to the Services and/or Transactions for the purpose of investigating any claim or dispute arising out of this T&C or in connection with the Transactions under the System which consent shall survive both the suspension of rights hereunder and the termination of this T&C.

13.2 Notwithstanding anything in this T&C, the Application Form or any other agreement between NETS and the Merchant, the Merchant agrees and acknowledges that NETS may be required under any law, regulation and/or statute to provide unlimited access to any party for any and all information, data and records (whether processed or not) whatsoever submitted, provided, supplied or presented by Merchant to NETS through any means (including but not limited to any Systems that may be in place) and Merchant shall not hold NETS liable for any such access and/or disclosure whatsoever.

14. CONFIDENTIALITY

14.1 In performing the terms of this T&C and in respect of each of the Services, Merchant understands and agrees that, except as otherwise expressly provided in this clause, the Confidential Information provided by NETS will be reviewed and used solely for the purpose of performing obligations or exercising rights under this T&C in respect of each of the Services. Merchant shall not disclose to any person or entity that discussions are taking place between the parties concerning this T&C, nor the status, terms, conditions or other facts concerning such discussions, except as otherwise provided by the terms and conditions of this T&C. Without prejudice to the foregoing, the Merchant shall not divulge or communicate to any person (other than those whose province it is to know the same or with proper authority) or use or exploit for any purpose whatever any of the trade secrets or Confidential Information of NETS which the Merchant may receive or obtain as a result of entering into the T&Cs in respect of the Services, and the Merchant shall use its reasonable endeavours to prevent its agents, employees or contractors from so doing. This restriction shall continue to apply without limit in point of time but shall cease to apply to the information set out in Clause 14.3.

14.2 The Merchant shall exercise the same degree of care to guard against disclosure or use of such information, as Merchant employs with respect to its own Confidential Information but, in any event, not less than reasonable care. Merchant shall make the Confidential Information disclosed by NETS available only to those of its personnel involved in this T&C having a ‘need to know’ in order to perform any obligation or exercise any right under this T&C. Further, Merchant shall not make any other use of the Confidential Information for its own benefit or that of any third party except for the purposes of this T&C, nor make any unnecessary copies of the same without the prior written approval of NETS.

14.3 This Clause 14 shall not apply in respect of the disclosure or use of Confidential Information if the same:

is in or has entered the public domain, other than by breach of this T&C;
is known to Merchant on a non-confidential basis prior to disclosure pursuant to this T&C;
is or has been lawfully disclosed to Merchant by a third party without any obligation of confidentiality; or
is required to be disclosed pursuant to any applicable laws, rules, regulations, or directions of statutory or regulatory authority, or order of a relevant court of law provided that Merchant shall notify NETS of such disclosure.

14.4 The parties agree and acknowledge that money damages are not a sufficient remedy for any breach of this Clause 14 by Merchant and that NETS shall be entitled to specific performance or injunctive relief as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.

15. PERSONAL DATA

15.1 Without prejudice to any other clauses in this T&C, where NETS collects, uses and/or discloses Personal Data which is collected from the Merchant in the course of providing the Services to the Merchant, the Merchant represents, undertakes and warrants that all the necessary consents from the relevant Individuals have been obtained by the Merchant for the disclosure of their Personal Data to NETS for the purposes set out in the Data Protection Policy (DPP) of NETS and available at https://www.nets.com.sg/data-protection-policy, and that at the time of disclosure of such Personal Data by Merchant to NETS, these consents shall not have been withdrawn. The Merchant shall retain records of proof of such consents and such records of proof shall be provided to NETS upon request.

15.2 Merchant agrees that for the purposes of this T&C, NETS is a data intermediary within the meaning of the Personal Data Protection Act 2012 (Act 26 of 2012).

16. FORCE MAJEURE

16.1 No failure or omission by any party to carry out its obligations or observe any of the stipulations or conditions of this T&C shall give rise to any claims against the party in question or be deemed a breach of this T&C if such failure or omission arises from a cause of force majeure, such as acts of God, requirements of any governmental or regulatory authority, war or warlike hostilities, civil commotion, riots, acts of terrorism, national emergency, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, industrial disputes, fire, lightning, equipment failure, computer or software malfunction, electrical power failure, faults, interruption or disruption of the equipment of any third party, epidemics of infectious diseases or any other event outside the control of the party in question (collectively, “Force Majeure Event”). If any party believes it is hindered from performing its obligation due to a Force Majeure Event, it shall immediately inform the other party about these circumstances in writing, failure of which shall prevent the party claiming Force Majeure Event from invoking these circumstances as a defence.

17. SUSPENSION OF RIGHTS

17.1 Without prejudice to any of NETS’ rights at law and under this T&C, in the event of a breach by Merchant of any of the terms and conditions of this T&C, NETS may at its sole discretion give immediate notice in writing to Merchant to remedy the breach within one (1) month of the said notice and may during the notice period, suspend all rights of Merchant under this T&C, save for those rights necessary to enable Merchant to remedy the breach. If Merchant shall fail to remedy the breach within the aforesaid notice period, NETS shall have the right but not the obligation to extend the notice period (with or without suspension) or forthwith terminate this T&C in accordance with Clause 18.4.

18. TERM AND TERMINATION

18.1 This T&C shall become effective when signed by the parties hereto and shall remain in force and effect until terminated in accordance with the terms of this T&C.

18.2 Either party to this T&C may elect to terminate this T&C by giving one (1) month’s prior notice in writing to the other party of its intention to do so. In addition, if a Force Majeure Event (as defined in Clause 16) continues for more than three (3) months, either party shall have the right to terminate this T&C with immediate effect by notice to the other party. For avoidance of doubt, and unless otherwise provided in this T&C, the termination of T&C by either party in respect of specific Services shall not affect the provisions of, or the rights and obligations of NETS or the Merchant in respect of any other Services or agreements which the Merchant may have entered into with NETS.

18.3 The Merchant agrees to pay NETS a termination fee equal to the prevailing Service Fees set out in Appendix 1 if it: (i) withdraws or cancels its application for any reason whatsoever and at any time; or (ii) terminates use of any Services before the expiry of six (6) months from the date of approval of the Application Form. NETS shall be entitled to debit the amount of the termination fee from the Merchant’s designated Bank Account, without further notice.

18.4 Notwithstanding Clause 18.1 and Clause 18.2, NETS shall have the right (but not the obligation) at any time to give immediate notice in writing to Merchant to terminate this T&C forthwith upon the happening of any one or more of the following events of default, whether or not such event is of a continuing nature:

if in the sole opinion of NETS, Merchant has breached any of the terms and conditions of this T&C;
if Merchant enters into liquidation, receivership, judicial management or otherwise compounds with its creditors or takes or suffers any similar action or occurrence in any jurisdiction;
if Merchant becomes insolvent or stops payment or ceases or threatens to cease to carry on its business or any part of its business;
if any resolution is passed or steps taken by Merchant or any other person to apply for judicial composition proceedings with its creditors or an order is made by any competent court for such proceedings or a receiver, judicial manager, administrator or other similar official is appointed in relation to Merchant or any part of the assets or undertakings of Merchant or encumbrancer taking possession of any part of the assets or undertakings of Merchant or a distress or execution or other process is being levied or enforced upon or sued out against any part of the assets or undertakings of Merchant;
if Merchant or any of its shareholders, partners, proprietors, officers, employees, agents or contractors is or is suspected by NETS or the Participating Banks to be involved in any fraudulent or unlawful activity whether or not relating to Merchant business;
if Merchant’s business involves any trade or activity deemed undesirable by NETS, the Participating Banks, the Foreign Switch (where applicable) or Regulatory Authority; or
if there had been multiple complaints and disputes relating to Merchant’s Goods or Merchant’s Services by NETS Cardholders.

Without prejudice to the foregoing, this T&C shall be terminated forthwith if NETS ceases to be an operator of the System for any reason whatsoever.

18.5 In the event of termination of this T&C and/or the Application Form for any reason whatsoever:

Merchant agrees and undertakes to remove, at its own expense, and return to NETS immediately all materials, (including without limitation decals, notices, and posters) books, records, equipment or otherwise pertaining to the System, and shall not thereafter use the Marks or any part or derivatives thereof;
Merchant agrees and undertakes to permit NETS, and NETS shall have the right of access to Merchant premises to disconnect, uninstall, retrieve and remove any equipment relating to the System which is not owned by Merchant and any material bearing the Marks or derivatives thereof and at the request of NETS, Merchant will at its own expense assist NETS to exercise its rights hereunder and shall fully co-operate to comply with the requirement of NETS in this respect;
Merchant agrees and undertakes to ensure that the Bank Account remains active until all outstanding amounts due to NETS is fully and finally settled;
Merchant agrees to pay NETS all fees and/or charges up to the date of termination or the date Merchant returns the NETS Access Devices to NETS, whichever is the later; and
any antecedent right and liability of either party shall not be thereby prejudiced or impaired.

18.6 In the event that NETS terminates this T&C in accordance with the terms hereof, Merchant acknowledges and agrees that no reason whatsoever needs to be communicated for such termination and neither NETS nor any of the Participating Banks shall be liable in any way for any loss or damage incurred or suffered by any party due to such termination.

19. CHANGE IN CONSTITUTION

19.1 Merchant shall notify NETS in writing promptly upon any change in Merchant’s organisation (including the composition of the shareholders of the Merchant), or corporate or business structure or in any of its particulars furnished to NETS.

20. NOTICES

20.1 Unless otherwise provided herein or agreed to in writing by the parties hereto, all notices or other communications to or upon Merchant and NETS shall be sufficiently served if delivered at or sent by registered post by either party to the other at the address above stated or the address of the registered office recorded with the Accounting and Corporate Regulatory Authority of Singapore and shall be deemed to have been served in the case of a notice delivered by hand on the day of the delivery, in the case of a notice served by registered post on the day following that on which notice was posted and in the case of a notice served by facsimile or by electronic communication, upon successful completion of transmission and or return receipt being received.

20.2 NETS shall be entitled, but shall not be obliged, in its absolute discretion to rely or act on all notices, agreements, requests, consents, instructions, demands and any other communication of whatever nature between NETS and any of the Merchant’s officers, servants or agents by whatever title called, and to assume that all such persons are duly authorised by the Merchant to deal with all matters relating to this T&C, Notwithstanding the foregoing, NETS may in its absolute discretion rely or act on any such communication which are or purported to originate from or given on behalf of the Merchant, in writing or otherwise, (whether with the Merchant’s authority or otherwise), and any action taken by NETS pursuant thereto shall bind the Merchant and NETS shall not be liable to the Merchant for any loss or damage incurred or suffered by the Merchant as a consequence of such action.

21. LIABILITY TO CONTINUE

21.1 Unless this T&C is terminated in accordance with the applicable Effective Date Termination Clause as may be specified for the respective Services, Clause 17 or Clause 18, the liability of Merchant under this T&C shall continue notwithstanding any change in its constitution, the winding-up whether voluntary or compulsory or any amalgamation, reconstruction or otherwise; and this T&C shall continue in full force and be binding on the entity formed or the party appointed to carry on Merchant’s business.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This T&C shall be governed by and construed in all aspects in accordance with the laws of Singapore.

22.2 The parties hereto each undertakes to comply with all laws and regulations as may be applicable to the performance of its obligations under this T&C. Any dispute arising out of, or in connection with this T&C, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC”) by one arbitrator to be mutually agreed to in accordance with the Domestic Arbitration Rules of the SIAC for the time being in force.

23. ASSIGNMENT

23.1 This T&C shall be binding upon the parties hereto and their respective successors and assigns and legal representatives and shall not be construed so as to confer any benefit upon any other person except as expressly provided herein.

23.2 Merchant shall not, without the prior written consent of NETS, assign or novate the T&C. Any attempted assignment by Merchant without NETS’ consent shall be void and NETS shall have the right, at its election and without prejudice to other rights and remedies as provided in this T&C or at law or in equity to terminate this T&C and recover direct damages from Merchant.

23.3 Notwithstanding the above, NETS reserves the right to assign or novate this T&C, without prior approval of Merchant, to any NETS Group, or any person or entity which acquires substantially all of the business, liabilities and assets of the division of NETS which operates this T&C. Merchant shall execute all documents as NETS may reasonably request to perfect any such assignment or novation. Such right to assignment shall include the right to assign, novate or transfer all licenses and / or any other permits, consents and / or approvals granted under this T&C.

24. CONSTRUCTION AND VARIATION

24.1 This T&C, Commercial Agreement, Application Form and any appendices, price guides and schedules which may be attached to this T&C constitute the entire agreement between the parties hereto and all prior arrangements, agreements, representations and undertakings are hereby superseded.

24.2 NETS may revise this T&C from time to time and will notify Merchant in writing of the date when the revised T&C comes into force. Merchant shall confirm in writing to NETS its acceptance or non-acceptance of the revised T&C on or before the said date. If NETS does not receive Merchant’s written non-acceptance of the revised T&C before such date, Merchant shall be deemed to have accepted the revised T&C and shall be bound by it from such date.

24.3 Clause(s) in this T&C, the Appendices, which is/are intended to survive the expiry or termination thereof, shall so survive and remain in effect notwithstanding the termination or expiry of the T&C.

25. SEVERABILITY

25.1 If any provision herein is deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law or otherwise, it shall, to the extent required by such law and subject to the agreement of NETS, be severed from this T&C and rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of this T&C.

26. WAIVER

26.1 The liability of Merchant hereunder shall not be impaired or discharged by reason of any time or grace or other indulgence being granted by or with the consent of NETS or any forbearance by NETS to insist upon its strict rights hereunder. No right under this T&C shall be deemed to have been waived except in writing signed by the parties hereto and waiver of any particular right in a particular instance shall not constitute or be deemed a waiver of any other right.

27. RELATIONSHIP OF THE PARTIES

27.1 The parties hereto shall not by virtue of this T&C be deemed to be a partner or agent of each other nor shall anything herein contained be construed as creating a partnership, joint association or trust it being agreed that each party will be responsible only for its obligations under this T&C and neither party shall be authorised to represent or bind the other to third parties.

28. RIGHTS OF THIRD PARTIES

28.1 Save for the NETS Group, the Parties do not intend that any term of this T&C to be enforceable, by virtue of the Contracts (Rights of Third Parties) Act or otherwise, by any person who is not a party to this T&C.

29. TERMS AND CONDITIONS FOR NEW SERVICES

29.1 Merchant acknowledges and agrees that from time to time NETS may launch new Services. To the extent applicable, such Services shall be deemed to be governed by this T&Cs, subject to such amendments and variations as may be necessary and agreed in writing between the parties.

30. ENTIRE AGREEMENT

30.1 This T&C including any Appendices and Schedules attached or referred to shall constitute the entire agreement between the parties with respect to the Services and supersedes all prior oral or written communications or agreements between the parties.

31. SAFEGUARDING

“Relevant Money” means any money received by NETS from or on account of the Merchant in respect of the Services and that is held by NETS, but excludes any money:

paid to NETS to reduce the amount owed by that Merchant to NETS;
repaid by NETS to that Merchant;
paid to NETS or which NETS has informed that Merchant will be used, to defray any fee or charge imposed by NETS for providing the NETS Services to that Merchant;
paid to and received by a recipient in accordance with instructions provided by that Merchant to NETS;
paid to any other person that is entitled to the money.

Save for amounts received in connection with payments made via NETS CashCard, NETS FlashPay and NETS Prepaid, all your Relevant Money received by NETS in respect of the Services provided to you will be held by NETS on your behalf and deposited in a trust account opened with The Development Bank of Singapore Limited (DBS), United Overseas Bank Limited (UOB) and/or Oversea-Chinese Banking Corp (OCBC) (the “Safeguarding Institutions”). Your Relevant Money may be commingled with the Relevant Money of other customers of NETS. You understand and accept that the risk of such commingling is that you may potentially be exposed to the losses of other customers as your Relevant Money is commingled with monies of other customers in the same account.
NETS will not be liable for the insolvency, acts or omissions of any of the Safeguarding Institutions under this Agreement. In the event of insolvency of any of the Safeguarding Institutions, there is a risk that you may not be able to recover your Relevant Money in full.
You will not receive interest or other earnings on any Relevant Money and in entering into this Agreement you agree that you have waived any and all entitlement to such interest under the Payment Services Regulations.
All your Relevant Money received in connection with payments made via NETS Cashcard, NETS FlashPay and NETS Prepaid Card will be safeguarded by an undertaking from the Safeguarding Institutions to be fully liable to you for the Relevant Money.
Where NETS pre-funds any transfers or deposits into the trust accounts prior to the receipt by NETS of the equivalent amounts from the relevant payors, then NETS (and not the Merchant) will be fully entitled to those equivalent amounts subsequently received from the relevant payors and accordingly, NETS will not be obliged to pay those equivalent amounts into the trust accounts.

TERMS AND CONDITIONS APPLICABLE TO EACH OF THE SERVICES

The Merchant acknowledges and agrees that the terms and conditions and charges set out in the following annexures shall apply to the corresponding Services that the Merchant has selected in the Application Form, in addition to the T&C and the Commercial Agreement.

Annex 1: Additional terms applicable to only the NETS EFTPOS, NETS CashCard and/or NETS FlashPay Services

(i) The Merchant shall provide NETS with a crossed cheque made payable to “NETS” for a deposit in the amount of Singapore Dollars Two Hundred (S$200) for the installation of the NETS Access Device.

(ii) The Service Fees which Merchant shall pay to NETS are set out here. Such Service Fees may be revised by NETS from time to time.

(iii) If either party to this T&C elects to terminate this T&C in accordance with Clause 18 of the T&C, when the termination fee is due and payable, NETS shall be entitled to offset any termination fee which may be due and payable by Merchant to NETS against the Merchant’s deposit without further notice.

Annex 2: Additional terms applicable to only the NETS CashCard Top-up Services

1. Merchant agrees in respect of the CashCard Top-up Services, that:

(i) the NETS Cardholder will be able to effect top-up of their CashCards via their Cards;

(ii) the NETS Cardholders shall be allowed to top-up their CashCards up to the maximum stored value limit of S$500.00;

(iii) the Merchant shall not charge a NETS Cardholder any fee or charge whatsoever for their use of the CashCard Top-up Service;

(iv) the Merchant shall inform NETS at least one (1) month prior to any other multi-purpose stored value card (”MPSVC”) being offered for sale at the Merchant’s premises including any service similar to the CashCard Top-up Service;

(v) the Merchant will deal with all enquires, complaints and disputes received from NETS Cardholders in connection with the CashCard Top-Up Service expediently and in the event that any such enquires, complaints or disputes affecting NETS’ rights or interests, the Merchant shall expediently refer the same to NETS in writing.

2. NETS may at their absolute discretion waive payment of the Service Fees for each CashCard Top-up Service provided by the Merchant to the NETS Cardholder, for such period as NETS may determine. NETS shall also have the absolute discretion to cease the waiver. Upon cessation of the waiver, NETS shall inform the Merchant of the same in writing, and the Merchant shall commence payment of the Service Fees upon receipt of written notice by NETS and in accordance with such commencement date as may be specified in the written notice (“Effective Date”) and the terms and conditions relating to the CashCard Top-up Services.

3. The Service Fees payable by the Merchant are set out in Appendix 1 and may be amended or updated by NETS from time to time in writing. The revised Service Fees shall apply to all Transactions effected one (1) month from the date of such notice, and if NETS does not receive the Merchant’s written non-acceptance of the Service Fees or revised Service Fees or revised charges within the aforesaid period of one (1) month, the Merchant shall be deemed to have accepted the Service Fees or revised Service Fee or revised charges and shall be bound to pay the Service Fees or revised Service Fees or revised charges one (1) month from the date of that written notice.

4. If the Merchant notifies NETS in writing before the expiry of the one (1) month period that it does not accept the Service Fees or revised Service Fees or revised charges, the CashCard Top-Up Services shall be deemed to be terminated as of the Effective Date, but without prejudice to the antecedent rights or liabilities of the parties, and Clause 18 of the T&C shall apply (“Effective Date Termination Clause”).

5. The Service Fees shall be paid or settled by the Merchant to NETS on a daily basis, and shall remain payable by the Merchant to NETS notwithstanding that the Merchant does not charge the NETS Cardholder any Cardholder Fee.

6. In the event that the Merchant decides to charge the NETS Cardholders a Cardholder Fee, the Merchant shall inform NETS in writing. Within one (1) month from the date of approval in writing from NETS, the Merchant may commence charging the NETS Cardholders a fee for the CashCard Top-up Services, such amount not exceeding the amount specified in Appendix 1, or such amount as NETS may notify to the Merchant from time to time .

Settlement of Service Fees

7. NETS shall deduct the Service Fees and Cardholder Fee (where applicable) from the Merchant’s Bank Account on a daily basis. The Merchant shall ensure that the Bank Account contains sufficient funds to enable NETS to carry out the deduction of such Service Fees, and hereby irrevocably authorises NETS to make such deductions from its Bank Account. NETS may from time to time revise or modify the terms and procedures for deduction of the Service Fees, and shall notify the Merchant of the same.

8. In the event that the Merchant charges its NETS Cardholders a Cardholder Fee and where both the top-up amount and the Cardholder Fee are paid via Card at a NETS Access Device, NETS shall be entitled to deduct the top-up amount and the Cardholder Fee from the NETS Cardholder’s bank account and NETS shall credit the difference between the Cardholder Fee and the Service Fee to the Merchant’s Bank Account within two (2) working days. The Merchant shall provide a receipt to the NETS Cardholder for the Cardholder Fee and where applicable, include a reference to the amount of GST payable on the same in accordance with the regulations and guidelines prescribed by the relevant government authority.

Annex 3: Additional Terms applicable to only Top-up via Merchant Top-up Card

Without prejudice to the terms set out in Annex 2, which shall apply to Annex 3 mutatis mutandis, Merchant agrees that, in respect of top-ups offered via the Merchant Top-up Card

(i) the Merchant shall allow the NETS Cardholders to pay for CashCard top-ups via the Merchant Top-up Card using cash. Where the Top-up Transaction and the Cardholder Fee are paid by the NETS Cardholder by cash, the Merchant shall top-up the Top-up Transaction using the Merchant Top-up Card;

(ii) the Merchant shall use the Merchant Top-up Card only for the designated NETS Access Device for which it is issued and once the Daily Limit (as defined below) is reached, no CashCard Top-up Service shall be available at the NETS Access Device;

(iii) the Merchant shall notify NETS in writing of the daily monetary limit for each NETS Access Device (“Daily Limit”). The Daily Limit shall not be changed or revised by the Merchant after such notification. In the event that the Merchant requests a change in the Daily Limit, the Merchant shall surrender its current Merchant Top-up Card to NETS, a new Merchant Top-up Card will be issued by NETS to the Merchant, and the Merchant shall pay NETS such fee as set out in Appendix 1 or may be notified to the Merchant by NETS from time to time for the issuance of a replacement Card;

(iv) the Merchant shall promptly inform NETS of any loss of or damage to the Merchant Top-up Card in order for NETS to deactivate the same. NETS shall not be liable for any losses, damages, costs, expenses or claims arising from or in connection with the loss or damage of the Merchant Top-up Card or any use of the said Merchant Top-up Card by any person with effect from the date of the loss of the said Merchant Top-up Card and the Merchant shall bear all costs, charges, losses and damages which may be incurred or suffered by the Merchant and shall indemnify and keep NETS indemnified against all losses, damages, costs, expenses or claims which may be incurred or suffered by NETS arising from or in connection with the loss of the Merchant Top-up Card or any use of the said Merchant Top-up Card by any person;

(v) in the event that the Merchant Top-up Card is lost or damaged, the Merchant shall pay to NETS such fee set out in Appendix 1 for a replacement Merchant Top-up Card;

(vi) the Cardholder Fee shall not be higher than the amount set out in Appendix 1 or such amount as may be notified by NETS to the Merchant from time to time. The Merchant may decide not to charge the Cardholder Fee or to charge a lesser sum that than set out in Appendix 1. The Merchant shall notify NETS in writing of its intention at least one (1) month prior to its decision;

(vii) the Merchant shall pay NETS the Service Fee as set out in Appendix 1, or such amount as may be notified by NETS from time to time;

(viii) on or before the commencement of the CashCard Top-up Service via Merchant Top-up Card, the Merchant shall furnish to NETS a bank guarantee from a bank or financial institution acceptable to NETS for an amount equal to 120% of the aggregate of all Daily Limits set on all NETS Access Devices;

(ix) as and when the Merchant requests for an increase in the Daily Limit on all the NETS Access Device(s) or for additional NETS Access Device(s) and NETS agrees to such request, the Merchant undertakes to furnish additional bank guarantees for an amount equal to 120% of the aggregate of all the Daily Limit(s) set on the NETS Access Device(s) for CashCard Top-up Service pursuant to such additional request(s). NETS reserves the right to revise or change the amount or quantum of the bank guarantee from time to time by giving the Merchant thirty (30) days’ notice in writing of the change or revision which shall take effect on the expiry of such notice period;

(x) at least one (1) month before the expiry of each bank guarantee, the Merchant shall arrange for the renewal of such bank guarantee or issuance of a new bank guarantee, upon terms acceptable to NETS. In the event that the Merchant fails to comply with this provision, NETS shall be entitled to terminate or cease provision of the CashCard Top-up Services via the Merchant Top-up Card on the expiry of last bank guarantee. NETS may at its discretion resume the CashCard Top-up Service via Merchant Top-up Card upon receipt of the renewed or new bank guarantee upon terms acceptable to NETS, and the Merchant shall pay all administrative costs which may have been incurred by NETS in the interim.

Annex 4: Additional terms applicable to only the eNETS Services

(i) Merchant agrees and acknowledges that the terms and conditions set out in Appendix 2 shall govern its use of the eNETS Services.

Annex 5: Additional terms applicable to only the MerchantConnect Service

(i) Merchant agrees and acknowledges that NETS makes no representations or warranties of any kind with respect to the performance of MerchantConnect Service.

(ii) Merchant accepts that NETS neither guarantees the delivery nor the accuracy of the contents of the MerchantConnect Service.

(iii) Merchant agrees and acknowledges that the use of MerchantConnect is subject to the Commercial Agreement.

Annex 6: Additional terms applicable to only the Baby Bonus Services

(i) For avoidance of doubt, these specific terms and conditions apply regardless of whether the Merchant has applied for this Service as a NETS temporary NETS Access Device Service and/or NETS permanent NETS Access Device Service.

(ii) Merchant confirms that it is, and shall continue to be, an Approved Institution (“AI”) as defined under the Approved Person/Institution Terms and Conditions, and acknowledges that its status as an AI is a prerequisite to being able to offer the Baby Bonus Service.

(iii) Merchant agrees and acknowledges that it will lose the right to provide the Baby Bonus Service as soon as it stops being an AI, and that in such event NETS shall be authorised to take all such steps as necessary to terminate the Baby Bonus Service and ensure all outstandings due and owing to NETS are paid.

(iv) Merchant confirms that only the NETS Access Devices identified and confirmed by the Merchant in writing to NETS shall be enabled for use for the Baby Bonus Service. Merchant agrees to notify NETS in writing immediately upon there being a change in the list of NETS Access Devices that should be enabled.

Annex 7: Additional terms applicable to only CashBack Service

(i) NETS shall not levy any charges or fees on Merchant for the provision of the CashBack Service.

(ii) The minimum and maximum limit for each CashBack Transaction shall be agreed by parties from time to time.

Annex 8: Additional Terms & Conditions Governing the Use of Foreign Cards or Foreign Mobile Payment Applications

For the purpose of this Annex, the following additional definitions shall apply:

Approval Code	The confirmation code as provided by NETS showing that the Transaction has been approved;
Foreign Card(s)	A valid debit card, proprietary credit card or credit card issued by a non-Singapore financial institution which is associated with the Foreign Switch, and includes any card issued in replacement or renewal thereof.
Foreign Mobile Payment Application	A valid payment mobile application issued by a non-Singapore financial institution which is associated with a foreign payment network switch.

1. The Merchant agrees that it will accept and honour in accordance with these T&Cs any Foreign Cards or Foreign Mobile Payment Application tendered or utilized in payment for goods, services or charges of the Merchant;

2. NETS shall use only the NETS Access Device to process Transactions, and NETS shall not be liable for any and all Transactions which Merchant processes without using the NETS Access Device designated by NETS. Merchant acknowledges that this prohibition is absolute and that any breach of this clause shall constitute a fundamental breach of this T&C, entitling NETS to terminate this T&C in respect of this Service in accordance with its rights pursuant to Clause 18 of the main T&Cs;

3. The Merchant shall:

a. not complete any Transaction without first obtaining the Approval Code for that Transaction;

b. at its own expense and before the time agreed for installation or activation of any Foreign Cards, prepare and provide the necessary, compatible operational equipment, software and connection specified by NETS for the purposes of any Foreign Cards; and

c. where necessary, prepare and provide such interface hardware and software to NETS.

4. Notwithstanding anything in these T&Cs to the contrary, NETS is not under any obligation to grant Approval Codes for any Transaction and simply because an Approval Code has been provided shall not prevent NETS from relying on the provisions of this T&Cs to withhold payments or to take any other action as may be necessary in respect of the Transaction.

5. The Merchant agrees and undertakes to ensure that in respect of any Transaction (where applicable):

a. the signature of the Foreign Card holder is inscribed or affixed to the Transaction Record;

b. the signature on the Transaction Record is the signature of the Foreign Card holder;

c. the amount of the Transaction stated in any Transaction Record does not exceed the amount for which the Transaction was approved by NETS;

d. all data on the Transaction Record is true, accurate and correct;

e. the Foreign Card used in such Transaction had not expired as at the date of the Transaction; and

f. such Transaction constitutes a payment for goods, services or charges of the Merchant and that neither the contract nor the performance of the contract relating to the supply or provision of those goods or services or for which those charges are incurred is or shall be illegal, invalid or unenforceable for any reason whatsoever.

6. The Merchant acknowledges and recognises that failure to comply with Clauses 3 and 5 of this Annex may have adverse consequences to the Merchant including but not limited to NETS’ right to debit the amount in dispute together with handling fees against the Merchant’s account or non-payment of any fees and/or charges due and owing to the Merchant.

7. In the event the Merchant is requested by NETS to withhold any Foreign Card presented by any person for any reason whatsoever, the Merchant shall use its best efforts by peaceful means to retrieve and retain the Foreign Card. Such request shall not constitute an authorisation or permission to the Merchant to breach the peace or defame or injure any person or damage any property and the Merchant shall indemnify and hold NETS harmless against any claim arising from any injury to any person or damage to any property or a breach of the peace or defamation of any person in the course of the retrieval or retention of any Foreign Card by the Merchant.

8. The Merchant agrees that NETS shall not be liable for any default, breach or failure of the Foreign Switch to make payment of or remit moneys due to Merchant arising from Transactions for whatsoever reason including but not limited to foreign exchange controls, prohibition of remittances or similar governmental actions in the country where the Foreign Switch is located. However, should such default, breach or failure occur, the Merchant shall be entitled to immediately terminate the T&C in respect of this Service and NETS shall use its best endeavours to assist the Merchant to recover the moneys due to the Merchant from the Foreign Switch.

9. In the event that moneys due to the Merchant are, in the reasonable opinion of NETS, not recoverable from the Foreign Switch, NETS agrees to absorb up to S$1,000.00 (Singapore Dollars One Thousand), in aggregate of loss(es) sustained by the Merchant as a result of the default, breach or failure of the Foreign Switch.

10. In the event the Foreign Switch makes partial payment or remittance of moneys without designating payment or remittance to any particular Merchant, NETS shall have the sole and absolute discretion to decide the order and amount to be paid to each Merchant.

11. The Merchant hereby agrees and undertakes to fully indemnify and keep NETS harmless from and against all actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages which NETS may suffer or incur as a result of any law, regulation, edict, directive or any change thereof or thereto issued by any government or any government authority or a Foreign Switch affecting these T&Cs and/or the Application Form or any Transaction or any payment to and from the Merchant.

12. The Merchant agrees that NETS will not undertake payment or settlement procedures on the following non-settlement days:

a. Any day notified in advance to the Merchant;

b. Sundays and public holidays as gazetted and declared in Singapore or in the country where the Foreign Switch is located;

In which case Transactions effected on such days shall be paid and settled on the third (3rd) day immediately following such non-settlement day which is not any of the aforesaid non-settlement days

13. NETS agrees to settle a Transaction with an Approval Code, performed by a Foreign Card that is cloned, stolen or otherwise fraudulently obtained, pursuant to Clauses 6 & 12.1(b). Consequently, the Merchant agrees to actively participate in managing any dispute, dispute resolution and arbitration with the aim to protect the rights of the Cardholder, Foreign Switch and NETS.

14. The Merchant agrees that when any dispute arises in respect of a Cross Border Transaction involving the Merchant, such dispute shall be resolved and settled in accordance with procedure agreed between NETS and the Foreign Switch from time to time.

15. The Merchant agrees and undertakes in respect of any such dispute to abide by and accept the terms of resolution or settlement reached between NETS and the Foreign Switch or the terms of any award resulting from the arbitration or mediation agreed to by NETS and the Foreign Switch.

16. The Merchant agrees that in the event of a dispute or claim of whatsoever nature arising in respect of any Transaction, the records of the Transaction available from the Merchant and NETS shall be used as reference and shall be the sole basis of settling the aforesaid dispute or claim. Where there are discrepancies between the records of the Transactions recorded by NETS, the Merchant and the Foreign Switch, the records of the Transaction records by NETS shall prevail.

17. These T&Cs shall become effective on the date of application for the acceptance of payment via any Foreign Cards and shall remain in force and effect for two (2) years and thereafter shall be automatically renewed for successive two (2) year periods, unless either party gives three (3) months’ prior written notice of its intention not to renew.

18. The Merchant agrees that the provision of any functionality or services in connection with the processing of transactions in by Foreign Cards or/and Foreign Mobile Payment Applications are subject to, at all times, regulatory approval or licensing by both the Monetary Authority of Singapore (or any successor organisation) (“MAS“) and its overseas counterpart (which includes RINTIS for BCA, Union Pay International for UPI, NPCI for RuPay and BHIM-UPI, AliPay, ITMX for PromptPay).

19. In the event that any legal or regulatory development by (or in relation to) MAS or the respective Overseas Regulator renders (in NETS’ sole and absolute opinion) the provision of services in connection with the processing of transactions by Foreign Cards or Foreign Mobile Payment Applications are no longer feasible or desirable, the Merchant agrees that NETS may terminate or cease the operation of the provision of services in connection with the processing of transactions by the Foreign Cards and Foreign Mobile Payment Applications, or introduce modifications or further qualifications to these terms by immediate written notice.

20. In the case of modifications or further qualifications, the Merchant agrees that the continued use of services in connection with the processing of transactions by Foreign Cards and Foreign Mobile Payment Applications after any notice shall be deemed to be accepted by the Merchant of the modifications or further qualifications.

21. The Merchant shall abide by any system of controls or checks as may be implemented or prescribed by NETS for maintaining confidentiality and security in relation to the operation of any data in connection with the processing of transactions by Foreign Cards and Foreign Mobile Payment Applications.

22. The Merchant agrees that it will retain all documents relating to transactions processed using a Foreign Card or/and Foreign Mobile Payment Application, including but not limited to any documentation as may evidence the transaction and / or assist in settlement and reconciliation and immediately provide a copy of the same to whenever requested by NETS in writing.

23. The Merchant acknowledges that NETS may, from time to time, assume control of and prescribe directions, rules or requirements in respect of any exception handling or dispute handling process, and the Merchant agrees to comply with any such directions, rules or requirements as prescribed from time to time.

24. The Merchant agrees to indemnify NETS against any and all Losses suffered by NETS arising out of any fraud, dishonesty, misconduct, negligence or wilful breach by the Merchant (or its officers, servants or agents) in connection with the processing of any transaction by Foreign Cards or/and Foreign Mobile Payment Applications.

25. For existing Merchants who are subscribed to NETS Services, NETS in its sole discretion, may from time-to-time enable and include new foreign payment options. Merchants may choose to opt-out from the new foreign payment options via a Service Deactivation Form which can be found on the NETS website at www.nets.com.sg.

Annex 9: Additional terms applicable to only the NETS Access Device Riding Services

(i) Merchant agrees and acknowledges that as a condition precedent to its use of the NETS Access Device Riding Service, i.e. the acceptance of Cards issued by various banks and institutions other than NETS, on NETS Access Devices, the Merchant shall enter into an agreement with the bank and institutions that issues such Cards and the Participating Bank.

(ii) Merchant agrees that NETS assumes no liability whatsoever to the Merchant arising from its use of the Cards and/or the NETS Access Device Riding Services.

Annex 10: Additional terms applicable to only the eNETS Credit Merchant Services

(i) Merchant acknowledges and agrees that the eNETS Credit Merchant Services shall be governed by the terms set out in Appendix 3.

Annex 11: Additional terms applicable to only the GST Refund Service

(i) Merchant agrees and acknowledges that as a condition precedent to the use of the GST Refund Service, it shall enter into an agreement with a GST Refund Provider

(ii) Merchant agrees that NETS assumes no liability whatsoever to the Merchant arising from its use of the GST Refund Services.

Annex 12: Additional terms applicable to only the NETS Temporary NETS Access Device Service

(i) Merchant agrees to pay NETS the base fee up to the day that the NETS Access Devices are returned to NETS.

(ii) In the event that the Merchant is a new Merchant and has applied only for the NETS EFTPOS, NETS CashCard and/or NETS FlashPay Services, Merchant shall provide NETS with a deposit in an amount as agreed between NETS and the Merchant from time to time via a crossed cheque made payable to NETS. When the base fee referred to in Clause (i) of Annex 12 becomes due and payable. NETS shall be entitled to offset the base fee amount against the deposit without further notice to the Merchant.

Annex 13: Additional terms applicable to only use of the Multi-Channel Payment Services

1. Merchant hereby grants and NETS hereby accepts the lease of the Merchant’s premises for the installation of NETS Self-Service Station(s). Merchant represents and agrees that the NETS Self-Service Station(s) will be placed in a cleared space allowing convenience of access to customers.

2. Merchant shall pay NETS the Service Fee as set out in Appendix 1, or such amount as may be notified by NETS from time to time.

3. Merchant undertakes that it shall not disallow the use of Multi-Channel Payment Services as a means of payment for Goods and Services provided by it to NETS Cardholders who wish to effect such payment and shall indemnify NETS from and against any liabilities, losses and other consequences arising from any such refusal.

4. NETS may modify any software specification or customize systems to allow a Merchant’s participation or continued participation in the Multi-Channel Payment Services.

5. Merchant may not terminate this T&C in respect of the provision of Multi-Channel Payment Services for a period of 12 months after the approval of the Application Form (“Minimum Participation Period”).

6. After the Minimum Participation Period, either party may elect to terminate this T&C in respect of the Multi-Channel Payment Services by giving six (6) months prior notice in writing to the other party of its intention to do so.

Annex 14: Additional terms applicable to only the Retailer Stored Value Programme

1. NETS owns, operates and/or manages a closed loop stored value programme on the NETS FlashPay (‘Retailer Stored Value Programme’ or ‘RSVP’), being an electronic means of storing and transmitting a Merchant’s pre-paid programme that allows Merchants to sell, and NETS Cardholders to buy, goods and services in bulk to enjoy discounts.

2. Subject to the terms of this T&C and such commercial and regulatory requirements as may for the time being be applicable, NETS hereby agrees to allow the Merchant to participate in the RSVP and provide the RSVP to NETS Cardholders.

3. The Merchant may, subject to NETS’ approval, opt for one or for all types of Programs provided under the RSVP in accordance with the scope and conditions set out at below at Table 1 below.

4. In the event of termination of this T&C for any reason whatsoever, the RSVP will cease to be available on the NETS Access Device, and NETS Cardholders will no longer be able to redeem the Merchant’s Deal(s) using the NETS FlashPay. The Merchant acknowledges and agrees that it shall be solely responsible to the NETS Cardholders for all outstanding Programs and/or Deals that are valid and yet to be redeemed by the NETS Cardholders.

5. In consideration of the RSVP, services and undertakings provided by NETS as set out in this T&C, the Merchant shall pay NETS the fees and payment as set out in Appendix 1.

6. Without prejudice to any other terms and conditions in this T&C, NETS shall:

(i) establish rules and regulations for the control and management of, and participation in, the RSVP;

(ii) determine the manner and extent of participation in the RSVP;

(iii) own, control and manage all Intellectual Property Rights in the RSVP;

(iv) establish rules and procedures for the operation of the RSVP;

(v) develop the necessary interface between the RSVP and System;

(vi) provide and/or make available to Merchant the RSVP Portal, OTP-SMS, and such other directly necessary hardware and/or software in order to implement the System; and

(vii) display the Merchant’s Deals on the NETS’ communication channels (where appropriate), including but not limited to, the NETS FlashPay website.

7. Except for the express obligations of NETS set forth in this T&C, the Merchant is solely responsible for all activities required by or otherwise related to the development, production, delivery and promotion of the Deals, and/or goods and services provided under the Program(s), including all fees, costs, taxes or other expenses related to such activities, including if applicable, the taking and fulfilment of orders from NETS Cardholders. NETS shall refer all enquiries, disputes or complaints received from NETS Cardholders concerning the Merchant’s Deals and/or Programs to the Merchant for resolution and the Merchant acknowledges and agrees that NETS shall have no liability for the same

8. For the avoidance of doubt, NETS is not an agent of the Merchant and operates solely as a payment intermediary under the RSVP. NETS, its officers, employees and/or agents shall not be liable in any way for the goods or services sold or provided by the Merchant under the Program(s), including any defect, damage, quality, failure or unavailability of or relating to the goods purchased from or services provided by the Merchant under the Program(s), or for any other disputes concerning the said goods or services.

9. Without prejudice to any other terms and conditions in this T&C, the Merchant shall:

(a) complete the RSVP Set-up Form;

(b) design a pre-paid programme for its Deals to be effected via the RSVP, subject to NETS’ reasonable input and approval;

(c) coordinate, and modify where necessary, its respective hardware and all relevant software relating thereto for the operation of the RSVP at its outlets at their own cost;

(d) ensure that it does not discriminate against the RSVP by offering preferred terms in favour of other debit or credit cards;

(e) promote the use of the RSVP to NETS Cardholders and ensure that it makes Deals available via the RSVP;

(f) recognise the RSVP logo;

(g) agree to provide and accept the use of the RSVP to NETS Cardholders on any card face of the NETS FlashPay where the RSVP logo is present, or where the RSVP logo is not present, then as and when NETS may advise from time to time;

(h) make available and/or provide the Terms of Service to NETS Cardholders and obtain the NETS Cardholders’ acknowledgement and acceptance of the Terms of Service; and

(i) comply with all applicable laws and rules relating to the protection of NETS Cardholders’ Personal Data in connection with its collection, use and disclosure of any Personal Data pursuant to the RSVP.

(j) abide and be bound by NETS’ Standard Operations Manual as may be in force from time to time, including any amendments, addendums or additions that may be made to the Standard Operations Manual by NETS at its discretion.

10. The Merchant agrees that its submission of an OTP-SMS to NETS shall constitute its consent for the relevant Program to be activated by NETS and made available to NETS Cardholders. Whilst NETS will take all reasonable efforts to ensure that the Merchant’s Program is accurately set up, upon the receipt of the OTP-SMS from NETS, the Merchant shall carry out all steps and checks to ensure the accuracy of the information set out in the Merchant’s Program before it submits the OTP-SMS to NETS. Once NETS receives the Merchant’s submission of the OTP-SMS, the activation of the relevant Program cannot be revoked. The Merchant acknowledges and agrees that it is solely responsible for any unauthorised or incorrectly activated Program made by the Merchant and/or any of its representatives, and shall be solely liable in any and all ways to the NETS Cardholders for the unauthorised or incorrectly activated Program. The Merchant further agrees that NETS shall not be liable for Transactions that cannot be completed due to failure to deliver or late delivery of the OTP-SMS to NETS and/or Merchant.

11. Merchant agrees that it shall be solely responsible to the NETS Cardholders for the Deals and goods and services under the Program and associated with the NETS FlashPay as provided in accordance with the RSVP. The Merchant agrees that no liability shall be imputed upon NETS for any dispute arising from any aspect of the RSVP between the Merchant and NETS Cardholders.

12. Without prejudice to any other terms in this T&C, NETS specifically makes no warranty with respect to software, technology or equipment (collectively, “Technology”) provided or used in connection with the RSVP and does not warrant that the Technology provided or used in connection with the RSVP is free from error, shall operate without interruption or provide secure operations. Neither NETS nor the owner of any Technology used by or licensed to NETS shall be responsible for any unintended delays or failures of any service caused by the delay or failure of Technology provided by NETS or any third-party.

13. For the purposes of this Annex 14, the following definitions shall apply:

‘Deal’	Means goods or services that are provided by the Merchant at a promotional or discounted price in accordance with the Merchant’s Program.
‘OTP-SMS’	Means the system which provides approval of the relevant transaction by the password sent to the Merchant’s mobile number, which is registered in the name of the Merchant and declared to NETS by the Merchant. Each OTP-SMS is produced specially for the Merchant and provides a single-use password.
‘Program’	The programs listed at Table 1 which the Merchant may subscribe to, to offer the relevant Deals to the NETS Cardholder.
‘Promotion Period’	Shall be the validity period of the Merchant’s Program.
‘RSVP Portal’	Means the online system made available by NETS that displays the Transactions effected under the Merchant’s Program(s).
‘RSVP Set-up Form’	Means the form to be completed by the Merchant and submitted to NETS for the purpose of selecting the Program under the RSVP, which shall be in a form provided by NETS.
‘Standard Operations Manual’	Means the manual relating to the use and operation, whether technical or operational, of the NETS RSVP and System, devised and issued by NETS to the Merchant as may be amended from time to time by NETS at its discretion.
‘Terms of Service’	Means the terms of service governing the NETS Cardholder’s use of the RSVP.
‘Transaction’	Means a transaction effected by NETS Cardholder to pay, obtain and/or redeem the Deals through the RSVP.
‘Transaction Database’	Means a database made available by NETS for the Merchant to track, verify and record the Transactions effected by NETS Cardholders through the RSVP.

Table 1 – Programs under the RSVP and specific terms governing the Programs

Annex 15: NETSBiz Mobile Application

TERMS AND CONDITIONS OF NETSBIZ FOR ALL USERS

This agreement contains the terms and conditions applicable to each User’s use of the NETSBiz Application (each capitalized term defined below). Please read these Terms and Conditions carefully before you start using the NETSBiz Application. By clicking “I Accept”, you are agreeing to the Terms and Conditions and shall be bound by these Terms and Conditions.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT START USING THE NETSBIZ APPLICATION.

These Terms and Conditions are made between NETS and the User with respect to the User’s use of the NETSBiz Application and any functionalities, services or features offered via or in connection with the NETSBiz Application. References in these Terms and Conditions to the use of the NETSBiz Application extend to the use of such functionalities, services or features as well.

NETS may from time to time update and amend these Terms and Conditions. Whenever NETS updates or amends these Terms and Conditions, NETS will post an update to the NETSBiz Application. Such updated Terms and Conditions as posted will take effect thirty (30) days thereafter.

The User’s continued use of NETSBiz after any such amendment or update shall be taken as the User’s agreement to be bound by the Terms and Conditions as so amended or updated.

1. DEFINITIONS

1.1 The following expressions shall have the meanings set out opposite them:

“Approved Banks”	means DBS, OCBC, UOB, and any other bank approved by NETS in NETS’ sole discretion, each an “Approved Bank”;
“Business Owner”	means a person whose number is registered with NETS and has access to payment notifications of all the TIDs, and a Business Owner is able to add both Managers and Workers but there can only be 1 User who is a Business Owner on the app at any given time;
“Customer”	means your customer who pays for goods and services you supply with QR payment using a Customer Device enabled to use a payment system enabled or supported by NETS such as, but not limited to NETSPay or an Approved Bank application that uses QR payments;
“Customer Device”	means any mobile device used by a Customer which pays via QR payment;
“Enabled Device”	means a compatible mobile communications or other device successfully registered by the User for use in connection with the NETSBiz Application;
“Manager”	means a user of the NETSBiz Application added by the Business Owner and is given payment notification access to all the TIDs, with the further function that a manager is able to add workers but not other managers;
“NETS”	means Network for Electronic Transfers (Singapore) Pte Ltd, a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713, and its successor-in-title. References in these Terms and Conditions to “we”, ‘us” and “our” shall be read as references to NETS;
“NETSBiz Application”	means the application for mobile devices offered by NETS from time to time that can be downloaded by the User and which can be used by a User;
“NETSBiz System”	means the computerised system owned, operated and managed by NETS whereby, services may be effected by a User using the NETSBiz Application;
“QR payment”	means a payment method involving the use of Quick Response codes where a QR code is generated or used as a means to authenticate and facilitate payment for goods and/or services;
“Terminals”	means the terminals designated by NETS for NETSBiz transactions and provision of other services as may from time to time be determined by NETS in its sole discretion;
“Terms and Conditions”	means these terms and conditions as may be varied or amended from time to time by NETS;
“TID”	means a terminal ID which is included as part of the User Credentials;
“User Credentials”	means, in respect of the NETSBiz Application, any user ID, security credentials (including passwords, device passwords), and other means applied in the course of the use of the NETSBiz Application to authenticate your actions on the NETSBiz Application (including but not limited to, where applicable, the use of one-time-passwords sent via SMS or other means etc);
“Services”	means goods or services provided by NETS as may be determined by NETS which may paid for via the NETSBiz Application from time to time;
“Worker”	means a user added by either the Business Owner or a Manager to have access to the payment notifications of a particular TID and a worker is not able to add anyone on the NETSBiz App.

1.2 Words importing the singular include the plural and vice versa and, words importing a gender include every gender. References herein to Clauses shall mean the clauses of these Terms and Conditions.

1.3 These Terms and Conditions govern the use of the NETSBiz Application and the NETSBiz Service. If there is any conflict or inconsistency between these Terms and other terms and conditions, these Terms and Conditions will prevail.

2. THE NETSBIZ APPLICATION & OTHER SERVICES

2.1 You agree and acknowledge that:

(a) whilst NETSBiz Application is provided by NETS, the NETSBiz Application is not a POS system, and is not a payment service;

(b) any payment service used by a Customer which uses QR payments will may be provided by a third party service including an Approved Bank or a third party payment service provider and you will not hold NETS liable (and agree that NETS may exclude liability) for any errors, omissions, service interruption, fault, defect, failure to pay / conclude a transaction, security issue, or other aspect or matter arising from such third party service providers;

(c) any payment confirmations issued under the NETSBiz Application is dependent on the payment service used by the Customer and the service provider you use to operate any account or facility to collect payment (including, where relevant, any Approved Bank under any account you may be using to collect payments from a Customer) and consequently, you will not hold NETS liable (and agree that NETS may exclude liability) any inaccurate, delayed or otherwise defective payment confirmation issued or not issued, due to (or contributed to by) such third party service providers or systems;

(d) any other services provided by NETS will be subject to separate agreements and/or terms, you will not hold NETS liable (and agree that NETS may exclude liability) for such other services; and

(e) NETS undertakes no liability and is not a party to the contract for payment for the goods and services between you and the Customer, you agree that by using the NETSBiz Application you release and indemnify NETS from any liability in relation to or arising from or in connection with any dispute between you and the Customer.

2.2 You agree and acknowledge that any fees charged to you for the download and use of the NETSBiz Application and any and all exclusions and liabilities as apportioned under this Agreement constitute a fair and reasonable agreement.

2.3 For the avoidance of doubt, none of the Approved Banks own, operate and manage the NETSBiz Application or the NETSBiz System.

3. ACTIVATION & USE OF THE NETSBIZ APPLICATION

3.1 In order to use the NETSBiz Application, you must be a Business Owner and register as a user of the NETSBiz Application. You must provide us with your mobile number and email address as part of the registration. You shall ensure that your mobile number and email address provided to us are valid and accurate. You acknowledge and agree that as a condition for you to access, download and use the NETSBiz Application, you are required to be bound by these Terms and Conditions.

3.2 You acknowledge, agree and warrant that you are, and will at all times be, in compliance with the following:

(a) you are at least 18 years of age based on year of birth, and where you are not at least 18 years of age based on year of birth, you have obtained the consent of your parent / legal guardian for your access, download and use of the NETSBiz Application in accordance with these Terms and Conditions;

(b) you have a valid Singapore mobile number;

(c) you are the authorized user of the Enabled Device, or you have obtained all relevant consents for your use of the Enabled Device.

3.3 Subject always to your continuing compliance with the terms of these Terms and Conditions, we agree to grant you a non-transferable, non-exclusive licence to use the NETSBiz Application insofar as owned by or licensed through us on your Enabled Device and only for your own personal purposes, on and subject to these Terms and Conditions. All other rights not expressly granted to you are reserved. Some software components used in our NETSBiz Application may be offered under an open source or other licence as we may notify you of, in which case your use of those components is governed by such terms to the extent only of any inconsistency between these Terms and Conditions and those terms.

3.4 By agreeing to use the NETSBiz Application, you further agree:

(b) That any phone number you provide for the purposes of your activation and use of the NETSBiz Application is the business contact telephone relevant to your business;

(c) To keep secure the phone number you use to complete the activation of the NETSBiz application and to use the NETSBiz application, and to secure any phone you use the NETSBiz Application on, with full acknowledgement and agreement on your part that you are solely and exclusively liable and responsible for safeguarding and undertaking secure use of the same, including treating the phone number, passwords, or other identifiers used as User Credentials.

3.5 You will keep your NETSBiz account and any dealings with NETS secure, including but not limited to safeguarding the User Credentials at all times to your sole and exclusive use (including refraining from sharing details of the same), not sharing your User Credentials with any third party. Any breach of the foregoing shall entitle NETS to exclude any and all liability in connection with any loss in respect of the NETSBiz System (except for loss in connection with death or physical injury for which NETS is legally responsible, if at all).

3.6 You agree to ensure that the phone or device from which you use the NETSBiz Application is compatible to any technological requirements may apply.

3.7 Failure to complete any step of the registration process or comply with the foregoing may result in your inability to use the NETSBiz Application.

4. USE OF THE NETSBIZ APPLICATION

4.1 NETS is entitled to send you “push notifications” and SMS notifications (“Notification”) relating to your access to and use of the NETSBiz Application and any updates on related services. NETS is deemed to have sent the Notification to you even if you are unable to or do not receive the Notification for whatever reason.

4.2 NETS may at any time change, add or remove any feature or functionality of the NETSBiz Application without prior notice. You are deemed to accept such change if you continue to use the NETSBiz Application.

4.3 NETS reserves the right to investigate complaints regarding the use of the NETSBiz Application, or reported violations of these Terms and Conditions and to take any action NETS deems appropriate, including reporting any suspected unlawful activity to law enforcement officials, appropriate authorities or regulators and disclosing any necessary information to such officials, authorities or regulators.

4.4 You agree and acknowledge that where any information contained and provided through the NETSBiz Application is subject to the accuracy of information provided by third party service providers (including but not limited to the Approved Banks or third party payment systems or the operation of the QR payment technology), you will not hold NETS liable (and agree that NETS may exclude liability) for any errors in the same.

4.5 Though NETS will make reasonable efforts to ensure accuracy, applicability and completeness of any tutorial or instructions which it issues for the use of the NETSBiz Application (if any), it is not liable for the same as you are to verify or address any user issues with NETS customer service.

4.6 Roles & Responsibilities – You agree that:

(a) Where you acting as the Business Owner, you verify and warrant that you have full authority to transact for and on behalf of the business you are using the NETSBiz Application for including the authorization to appoint Managers and Workers;

(b) Where you are acting as the Manager, you verify and warrant that you have been duly appointed or authorized to transact for and on behalf of the business you are using the NETSBiz Application for including the authorization to appoint Workers;

(c) Where you are acting as the Worker, you verify and warrant that you have been duly appointed or authorized to use the NETSBiz Application;

(d) You release and will indemnify and hold NETS harmless from any liability arising from or in any connection with any dispute or issue relating to the proper authorization of any activity in the use of the NETSBiz Application;

(e) You will ensure and procure the due, full and timely notification of any change in your status, whether as Business Owner, Manager or Worker; and

(f) NETS may (but has no obligation to) suspend or terminate any User including yourself if it receives any notification or indication that any User has no authority to act in their assigned roles for the purposes of the use of the NETSBiz Application and you release NETS from any liability arising from or in any connection with any suspension or termination of use of the NETSBiz Application by any User (including yourself) connected with the business you use the NETSBiz Application.

5. YOUR OBLIGATIONS

5.1 You acknowledge and agree that:

5.1.1 You will be responsible for carrying out the following, at your own cost:

(a) obtaining all necessary hardware, software and communications services necessary for your use of the NETSBiz Application;

(b) installing antivirus or other mobile security software to protect against any security or other vulnerabilities which may arise in connection with the use of the NETSBiz Application; and

5.1.2 You will be responsible to your mobile service provider for all data charges relating to:

(a) the download of the NETSBiz Application;

(b) any upgrades you request in relation to the NETSBiz Application; and

5.1.3 You shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

(a) use the NETSBiz Application to conduct electronic spamming;

(b) use the NETSBiz Application to perform unlawful or immoral activities;

(d) modify or adapt the whole or any part of the NETSBiz Application or combine or incorporate the NETSBiz Application into another other programme or application;

(e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the NETSBiz Application or any components thereof;

(f) use the NETSBiz Application in any manner that would lead to the infringement of our intellectual property rights or those of any third party;

(g) use the NETSBiz Application in a way that could damage, disable, impair or compromise the NETSBiz Application or NETSBiz System (or the systems or security of the NETSBiz Application or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of NETS or that of any of the Approved Banks; or

(h) engage in any other activities deemed inappropriate by NETS.

5.1.4 You further acknowledge and agree that:

(a) The NETS and NETSBiz trade marks and logos are registered trade marks of NETS, and any other logos, service marks, product names and other proprietary indicia used in the NETSBiz Application are the property of either NETS or third party licensors (collectively, the “Trade Marks”);

(b) The intellectual property rights in and to the NETSBiz Application are either owned by NETS or licensed to us by third party licensors;

(c) other than the licence expressly granted by you in these Terms and Conditions, no other rights are granted to you in respect of either the Trade Marks or the NETSBiz Application;

(d) No part or parts of the NETSBiz Application may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

6. LIABILITY FOR TRANSACTIONS; LOSS/THEFT OF ENABLED DEVICE; DISCLOSURE OF DEVICE PASSWORD

6.1 You are solely responsible and liable for any access to and use of the NETSBiz Application effected through the use of your User Credentials notwithstanding that User Credentials may have been used by any other person without your knowledge, authority or consent. We shall be entitled to continue to provide NETSBiz Application and we shall not be liable to you for any loss or damage resulting therefrom.

6.2 Without prejudice to the terms and conditions of any Approved Bank:

(a) you shall monitor your NETSBiz Account at all times and notify the relevant bank(s) immediately of any unauthorized transfers or of any matter concerning your Designated Account that may invite suspicion;

(b) you shall examine all entries in the transaction history listed in your NETSBiz Application (“Transaction History”) and report any transactions wrongly made or made without authority or inaccurate entries in the Transaction History (NB: You must object to any transaction (“Transaction”) or any other inaccuracies in writing to us, by calling our NETS hotline at (65) 62741212 or by visiting 351 Braddell Road #01-03 Singapore 579713 within 14 days after the entry appears in the Transaction History. If you do not report the Transaction within 14 days after the entry appears in the Transaction History, the Transaction will be deemed correct except where, and only to the extent that, you have conclusively established in the Courts of Singapore that a manifest error or fraud has been committed by us, or the Transaction has been determined by the relevant Approved Bank to be an unauthorised transaction and the Approved Bank has informed us of the same, in which case the relevant Approved Bank’s terms and conditions will govern.)

6.3 NETS may impose or vary the fees payable for your access to and use of the NETSBiz Application as well as for the closure or termination of the NETSBiz Service. Such changes shall be deemed effective upon NETS posting these changes on the NETS website at www.nets.com.sg (“Website”) or notifying you via a Notification. You are deemed to accept such changes if you continue to use the NETSBiz Application. Further and without prejudice to the foregoing, you may also be required to pay the following (where applicable):

(a) service charges or fees payable in connection with use of the NETSBiz Application or transactions made thereunder on your Enabled Device, including such charges or fees imposed by equipment vendors, software companies, internet or communication services providers or other third parties;

(b) any service charges / administration fees for any action taken by us in carrying out any of your instructions and/or requests relating to your use of the NETSBiz Application, whether such service or action is referred to or contemplated in these Terms and Conditions or otherwise.

6.4 Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you should, as soon as possible, reset your device password. In certain circumstances, we may also require you to make a police report accompanied by written confirmation of the loss/theft/misuse/disclosure and any other information that we may require. If a lost or stolen Enabled Device is subsequently retrieved, you must take steps to secure all User Credentials and comply with such registration and security procedures as required.

7. DATA PROTECTION

7.1 Without prejudice to clause 3.4, by using the NETSBiz Application, you consent to NETS collecting, using, disclosing and sharing amongst themselves your personal data and disclosing such personal data to our authorised service providers and relevant third parties for purposes reasonably required by us to facilitate your use of the NETSBiz Application. These purposes are set out in greater detail in our Data Protection Policy, which is accessible at https://www.nets.com.sg/policies/privacy or which may be provided to you upon request. You confirm that you have read and understood the Data Protection Policy.

8. DISCLAIMER OF WARRANTIES AND LIABILITY

8.1 The access to and use of the NETSBiz Application is offered to you on an “as available, where available” basis.

8.2 To the maximum extent permitted under applicable law, NETS, the Approved Banks and their respective officers, employees, contractors or agents shall not be liable for any loss (including any indirect, special or consequential losses), damages, expenses, claims, liabilities and costs (including cost on a full indemnity basis) suffered by you or any third party arising from and in connection with your registration with, access to and use of the NETSBiz Application except where such loss is attributable to our gross negligence or wilful default. Without prejudice to the generality of the foregoing, NETS will not be liable for any inconvenience, loss, cost, damage or injury suffered by you or any third party arising from or caused by any of the following:

(a) any delay, suspension, discontinuance or failure of the NETSBiz Application or your NETSBiz account;

(b) if use of your Enabled Device should be rejected by a service provider or any terminal or if we refuse for any reason to authorise any transaction;

(c) your inability to effect or complete any transaction due to system maintenance or breakdown/non-availability of the NETSBiz Application, network, hardware or software of NETS or third party recipients;

(d) our compliance with any instruction given or purported to be given by you relating to a transaction, notwithstanding that the integrity of the information comprised in such instruction may have been compromised or impaired, provided that such compromise or impairment would not have been apparent to a reasonable person receiving such instruction;

(e) use of your Enabled Device and the NETSBiz Application by third parties, whether authorized or unauthorized by you;

(f) any transfer of funds to the wrong mobile number, the wrong recipient or wrong third party;

(g) theft or loss of your Enabled Device on which the NETSBiz Application is installed;

(h) any malfunction, defect or error in any terminal including errors in TID used to process transaction or to facilitate the usage of the NETSBiz Application, or of other machines or system of authorisation whether belonging to or operated by us or other persons or the inability of any terminal, machine or system to accurately, properly or promptly transmit, process or store any data;

(i) any delay or inability on our part to perform any of our obligations under these Terms and Conditions because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, terrorism, civil disturbance or any event outside our reasonable control or the reasonable control of any of our servants, agents or contractors;

(j) any damage to or loss or inability to retrieve any data or information that may be stored in the NETSBiz Application or any microchip or circuit or device in your Enabled Device or the corruption of any such data or information, howsoever caused;

(k) any claim, loss, damage, delay, inability to use, or any mistake or error arising in connection with any hardware, software or service used or provided in connection with any Enabled Device or NETSBiz Application or any inability to use the same;

(l) any breach of any obligation of confidentiality by any third party provider of any service or facility associated with any Enabled Device or NETSBiz Application (NB: You acknowledge and understand that use of the NETSBiz Application involves the transmission of your personal data and transaction details through third parties which we are unable to control, and we are not responsible or liable to you for their performance or the non-performance of their obligations to you);

(m) any loss, theft, use or misuse of any Enabled Device, or disclosure of your User Credentials;

(n) any failure by us to effect use of the NETSBiz Application due to your non-payment for any services or your breach of this Agreement;

(o) any act or omission by NETS in compliance with any applicable laws and/or regulations, including laws governing personal data protection, and any instructions and/or directions given by any local or foreign regulatory body, government agency, statutory board, ministry, departments or other government bodies and/or its officials.

8.3 NETS shall not be responsible in any way for any direct, indirect, special or consequential, economic or other damages arising in any way from your entering into any transaction, using the NETSBiz Application.

8.4 You acknowledge and agree that this NETSBiz Application may use transmissions over the Internet which are never completely private or secure. You understand that any personal data, message or information which you send in the course of the use of the NETSBiz Application may be made public on the NETSBiz Application. Use of the NETSBiz Application is entirely at your own risk.

9. LINKS TO THIRD PARTY SITES

9.1 The NETSBiz Application may include links to sites on the Internet that are owned and operated by third parties (“Third Party Sites”), and if you choose to access these Third Party Sites, you agree to review and accept the terms of use governing those Third Party Sites. NETS has no control over and excludes all liability for and does not assume any responsibility for material created or published by such Third Party Sites. You further agree not to infringe, or cause NETS to infringe, any third party’s intellectual property rights, and shall keep NETS indemnified against all losses, damages, expenses, costs and fees suffered or incurred by NETS, with respect to such infringement.

10. ISSUES WITH SERVICES

10.1 NETS is not liable in any way for any claim or dispute arising between yourself and any Customer or third party service provider(s) in relation to the NETSBiz Application. You acknowledge that we are not acting as agent for any Customer or service provider.

10.2 You agree that any complaints, claims, disputes or refunds in relation to services provided by any Customer or third party service provider shall be resolved between that service provider and yourself, and NETS shall not be responsible for any issues arising between you and the Customer or service providers.

11. INDEMNITY

11.1 You shall, to the maximum extent permitted under applicable law, indemnify and hold harmless NETS and the Approved Banks in respect of any and all damages, losses, costs (including costs on a full indemnity basis), expenses, claims, proceedings or actions suffered or incurred by NETS, the Approved Banks or any third party by reason of (i) any breach or non-compliance by you of these Terms and Conditions or (ii) NETS or the Approved Banks in enforcing any of these Terms and Conditions or preventing any breach thereof.

12. CONCLUSIVE STATEMENTS

12.1 Our records (including electronic, computer and microfilm stored records) of all matters relating to the Transactions, Transaction History or any matter relating to the NETSBiz Application, at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever.

13. TERMINATION

13.1 We may suspend or terminate NETSBiz or your use of the NETSBiz Application at any time and for any reason by giving you notice by such notification method as we may choose, including through our NETS website, in local newspapers, in displays at NETS office or via publication through any media. Such termination shall be effective on the date specified in the notice. Without prejudice to the generality of the foregoing, in the event that you are a minor (i.e. below the age of 18) and we are notified or have reason to suspect that your parent/legal guardian has withdrawn their consent to your use of the NETSBiz Application or your use of the Card generally or that they have not authorized you to use the NETSBiz Application, we may, in our sole and absolute discretion, terminate or suspend your use of the NETSBiz Application with immediate effect.

13.2 Upon termination of your use of the NETSBiz Application in accordance with this clause, you shall immediately cease to use the NETSBiz Application and uninstall and delete the NETSBiz Application from your Enabled Device. For the avoidance of doubt, we shall be entitled to charge you any outstanding charges for all any transactions for which you are liable to pay us before and after the termination of your use of the NETSBiz Application. Deletion of the NETSBiz Application and/or closing your NETSBiz account without providing instructions to us pursuant to clause will not terminate your use of the NETSBiz Application.

13.3 You shall not be entitled to any payment, compensation or damages from NETS in relation to the termination of your access to and use of the NETSBiz Application.

13.4 NETS’ right to suspend or terminate your access to and use of the NETSBiz Application and the NETSBiz Service shall be without prejudice to any other rights or remedies which NETS may have under these Terms and Conditions and at law.

14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B)

14.1 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms and Conditions. For the avoidance of doubt, each of the Approved Banks are entitled to the benefit of, and to enforce, all provisions of these Terms and Conditions conferring rights, exemptions or benefits on them.

15. GOVERNING LAW

15.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore. You hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of Singapore for all purposes in relation to these Terms and Conditions.

15.2 These Terms and Conditions may be translated into other languages but in the event of any inconsistency or uncertainty arising therefrom, this English version shall prevail over any other version.

16. TERMS REQUIRED BY APPLE

In the event that you obtain the NETSBiz Application through the Apple App Store, offered by Apple, Inc. (“Apple”), the following shall apply. You acknowledge and agree that if any of the terms and conditions of these Terms and Conditions are inconsistent or in conflict with Apple’s Instructions for Minimum Terms for Developer’s End-User License Agreement (the “Minimum Terms”), as published on Apple’s website at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ from time to time, the Minimum Terms will apply:

(a) You acknowledge and agree to the following:

– You will only use the NETSBiz Application in connection with an Apple device that you own or control;

– You will comply with any applicable third party terms which may affect or be affected by your use of the NETSBiz Application;

– Apple has no responsibility for the NETSBiz Application, including without limitation of the foregoing, no responsibility to furnish any maintenance and support services for the NETSBiz Application or to address any claims of the end-user or any third party relating to the NETSBiz Application or the end-user’s possession and/or use of that NETSBiz Application, including, but not limited to: (i) product liability claims, (ii) any claim that the NETSBiz Application fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation and (iv) any third party claim that the NETSBiz Application or your possession and use of the NETSBiz Application infringes that third party’s intellectual property rights;

– Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and Conditions. Upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as the third party beneficiary hereof;

(b) In the event of any failure of the NETSBiz Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure. Upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, paid for the NETSBiz Application; and

(c) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

If you have any complaints or queries about the NETSBiz Application, please direct all complaints and queries to:

NETS
Telephone number: (65) 6274 1212

Annex 16: Additional terms applicable to only WeChat Payment Merchant Services (“WeChat T&Cs”)

Merchant acknowledges and agrees that the Services offered in connection with WeChat Pay shall be governed by the WeChat T&Cs in addition to the T&s and Commercial Agreement. In the event that the provisions of Annex 16 are inconsistent with or contradictory to the provisions in the T&C or the Commercial Agreement, the provisions of Annex 16 shall prevail.

Unless otherwise expressly stated, capitalised terms which are already defined in the T&C shall bear the meaning which they have been ascribed in the T&C. In addition, the following terms shall bear the following meaning for the purposes of this Annex 16:

“Commencement Date”	means the date that the Merchant accepts the terms of this WeChat T&Cs pursuant to the relevant provisions under the T&C;
“Customer”	means a User registered by the Merchant on the WeChat Pay Application as a customer in respect of goods and services to be provided from the Merchant to said User;
“eNETS Credit”	means the internet-based credit card payment method, operated by NETS, allowing individuals with an account with a Participating Bank to make payment via WeChat Pay from the bank accounts;
“eNETS Debit”	means the internet-based payment method enabling individuals with an account with a Participating Bank to make payment via WeChat Pay from the bank account using their internet-banking PINs and identification numbers;
“eNETS QR”	means the internet-based payment method supported by NETS enabling individuals with an account with a Participating Bank to make payment via WeChat Pay from their bank accounts by way of scanning a digitised barcode;
“Goods and Services”	means goods or services provided by a Merchant which may be paid for by a User via WeChat Pay;
“Instructions”	means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions) referable to the Merchant;
“Merchant”	means a merchant which has been acquired by NETS which accepts payment for goods and services through WeChat Pay, and the term “Merchants” shall be construed accordingly;
“NETS”	means Network for Electronic Transfers (Singapore) Pte Ltd, a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713, and its successor-in-title;
“Notification”	means “push” notifications, SMS notifications, Email notifications, notifications through the WeChat Pay Application and such other forms of communication as NETS may notify to the Merchant from time to time;
“Participating Banks”	means banks or financial institutions which have entered into an agreement with NETS to participate in the System and/or the Services;
“Payment Channel”	means NETSPay, eNETS Debit or Credit, eNETS QR or Third Party Bank Mobile Apps;
“Payment Date”	shall have the meaning as ascribed to it in Clause 8.1 of these WeChat T&Cs;
“Personal Data”	means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which either NETS or the Merchant has or is likely to have access.
“Service Fee”	means the Transaction Fee and such other fees as may be payable by Merchant to NETS and which is notified by NETS to Merchant from time to time;
“System”	shall have the meaning as ascribed to it in the T&C;
“Tenpay T&Cs”	Has the meaning attributed to in clause 1.2 of this WeChat T&Cs
“Tenpay”	Means Tenpay Payment Technology Co. Ltd a company incorporated and existing under the laws of the People’s Republic of China with the Company Registration Number of 91440300792584584M and registered address at 9/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen, the People’s Republic of China; or any successor-in-title thereto in respect of the WeChat Pay System
“Third Party Bank Mobile Apps”	means mobile payment solutions offered by any of the Participating Banks;
“Transaction”	shall have the equivalent meaning as ascribed to it in the T&C with the exception that for the purposes of this WeChat T&Cs, references to “NETS Cardholder” in the meaning of “Transaction” shall also apply to “Users” as defined in this WeChat T&Cs;
“Transaction Fee”	means such amounts as may be paid by a Merchant to NETS for each Transaction processed by NETS in accordance with Clause 8.1 of this WeChat T&Cs;
“Transaction History”	means the Merchant’s transaction history and details on Merchant’s use of WeChat;
“User”	means an individual that has engaged in Transactions with Merchants;
“Viruses”	means any electronic virus or other information including but not limited to cancelbots, worms, Trojans, or other harmful component; and
“Website”	shall have the meaning as ascribed to it in Clause 7.2 of this WeChat T&Cs.
“WeChat Marks”	shall have the meaning as ascribed in Clause 4.4(a) of this WeChat Merchant T&Cs;
“WeChat Pay”	means the electronic payment platform offered by Tenpay from time to time that can be accessed by the Merchant to be used to receive and track payments in connection with Transactions.
“WeChat Pay Password”	Means any security credentials as may be used in connection with the WeChat Pay System and/or WeChat-NETS Interface as the case may be;
“WeChat Pay System”	means the computerised system owned, operated and managed by Tenpay whereby, inter alia, a Merchant may manage Transactions using WeChat Pay;
“WeChat-NETS Interface”	Means any system or interface which NETS may provide or make available to the Merchant as a means of administering its account in connection with the use of the WeChat Pay System, which may be in the form of (or include) a terminal, device, token, a QR code, digital card, security key, website, application, a compatible portable or mobile communications device on which the Merchant has successfully accessed WeChat Pay;

1 RELATIONSHIP OF TENPAY, WECHAT PAY SYSTEM AND NETS

1.1 WeChat Pay System is a payment system and service, owned and operated by TenPay, for which NETS acts as a merchant acquirer.

1.2 Use of WeChat Pay is subject to such terms and conditions as Tenpay may prescribe. The Merchant agrees, that by agreeing to be acquired by NETS as a merchant that accepts the use of WeChat Pay System, it agrees to (a) agree to the T&Cs, the Commercial Agreement, this WeChat T&Cs as mentioned above (as a contracting party with NETS), and (b) to any terms and conditions that Tenpay may require as a condition of using the WeChat Pay System (as a contracting party with Tenpay) (“Tenpay T&Cs”). The Merchant agrees that any Tenpay T&Cs may be notified to Merchant by Tenpay or, in NETS’s sole and absolute discretion by notification by NETS, but that the Merchant shall be responsible for procuring the relevant Tenpay T&Cs for its own review. Clause 18 of the T&C shall apply in relation to NETS and the Merchant’s rights and obligations in respect of the termination of this WeChat T&Cs. In addition, NETS reserves the right to impose any additional conditions on termination of use of the WeChat Pay Application at its sole discretion so as to conform to such obligations or rights as Tenpay may require, and the Merchant shall be deemed to accept such additional conditions if it continues to use the WeChat T&Cs.

1.3 The Merchant agrees that NETS is not liable and assumes no liability for the operation or design of the WeChat Pay System, the actions or omissions of Tenpay or any operator of the WeChat Pay System, and agrees as a condition of accepting the use of the WeChat Pay System pursuant to merchant acquisition arrangements by NETS or under this WeChat T&Cs, to look exclusively and solely to Tenpay for any liability arising from or in connection with the foregoing and that it will release NETS from any such liability.

1.4 For the avoidance of doubt, the Merchant acknowledges and agrees that none of the Participating Banks own, operate and manage WeChat Pay or the WeChat Pay System, and NETS does not own, operate and manage any applications or systems of either the Approved Banks or Tenpay and bears no responsibility for the Merchant’s use of the same. The Merchant agrees as a condition of accepting the use of the WeChat Pay System pursuant to merchant acquisition arrangements by NETS or under this WeChat T&Cs, to look exclusively and solely to such third parties for any liability arising from or in connection with the foregoing and that it will release NETS from any such liability.

1.5 The Merchant may access WeChat Pay through the use of third-party software, applications, interfaces, devices, equipment, or facilities. For the avoidance of doubt, the Merchant agrees that NETS does not own, operate, and manage any of the same, and that NETS bears no responsibility for: (i) the Merchant’s use of the same to access WeChat Pay ; and (ii) any loss or damage that the Merchant may suffer resulting from Merchant’s use of third-party browsers to access WeChat Pay.

1.6 To the extent that the Merchant relies on NETS owned and operated software, applications, interfaces, devices, equipment, or facilities, the Merchant agrees that NETS shall be liable for the Merchant’s use of the same to access WeChat Pay but only to the extent that any liability is limited to loss, damage or other adverse incident for which NETS is solely and exclusively responsible without contribution to or caused by in any way by Tenpay or a third party. For the avoidance of doubt where any such liability is contributed to or caused by Tenpay, the Merchant will abide by clause 1.3 of this WeChat T&Cs, and where any such liability is contributed to or caused by such third party, it will abide by clause 1.4 of this WeChat T&Cs.

2 USE OF WECHAT PAY

2.1 Subject always to the Merchant’s compliance with the terms of this WeChat T&Cs, NETS agrees to grant to the Merchant a non-transferable, non-exclusive licence to use such components of the WeChat Pay System insofar as made available for licensing through NETS by Tenpay or its sub-licensors or affiliates. Such licence will be limited only for purposes reasonably related to the subject matter of this WeChat T&Cs and the T&C, on and subject to the terms and conditions in this WeChat T&Cs and the T&C and other applicable terms and conditions in the Appendices.

2.2 All other rights not expressly granted to the Merchant pursuant to the WeChat T&Cs, the T&C, and other applicable terms and conditions in the Appendices are reserved unto NETS. Some software components used in WeChat Pay may be offered under an open source or other licence as NETS may notify the Merchant of, in which case the Merchant’s use of those components is governed by such terms.

2.3 The Merchant shall immediately inform NETS as soon as it becomes aware of any breach, or potential breach, of any security measures or compromise of or potential breach of the same whether in relation to NETS’s Services, NETS’ System, WeChat System or other component or service relating to the processing of Transactions.

2.4 Without prejudice to the generality of the foregoing, the Merchant must ensure that:

a. it does not compromise any security procedures that either NETS or the Participating Banks have put in place;
b. the Merchant is the only entity that is using the Merchant’s WeChat-NETS Interface to manage Transactions;
c. the Merchant shall exercise best efforts and all due care to protect the Merchant’s WeChat Pay Password and WeChat Pay Password against unauthorized access or misuse by third parties;
d. the Merchant shall apply (or not disable or compromise) any safety certificates or digital signatures as enabled / used for the WeChat Pay System.

2.5 The Merchant agrees and warrants that:

a. any cancellations, waivers, write-offs and/or refunds that the Merchant may grant is granted at Merchant’s sole and absolute discretion and risk
b. In addition, Merchant acknowledges and agrees that any such cancellations, waivers, write-offs and/or refunds which Merchant may grant to Users via WeChat Pay shall not be considered to be successfully processed by WeChat Pay unless and until the Merchant has received a notification from NETS notifying them that the cancellation, waiver, write-off and/or refund has been successfully processed, and where Merchant proceeds to action the same without such approval, it does so on its own account (with neither NETS nor Tenpay being obliged to execute the same);

2.6 The Merchant acknowledges and agrees that its use of WeChat Pay is at all times subject to its compliance with any applicable terms and conditions of the relevant Participating Bank and such other terms and conditions as NETS may notify to Merchant from time to time. The Merchant further agrees that and it will reasonably use the WeChat-NETS Interface and relevant accounts in the WeChat Pay System or NETS’ System (as the case may be) within the scope prescribed by this Agreement, and shall not use them to conduct or assist others to conduct illegal activities, and that shall usage shall be beyond the scope prescribed by the T&Cs, Commercial Agreement and WeChat T&Cs, or to move to other location or repurpose the WeChat-NETS Interface.

2.7 In the event that NETS in its sole discretion, determines that the Merchant’s use of WeChat Pay is in breach of any of the terms and conditions of a relevant Participating Bank, NETS has the right to suspend or terminate the Merchant’s use of WeChat Pay in accordance with Clause 14.

2.8 NETS is entitled to send the Merchant notifications via any means of communication in connection with the Merchant’s access to and use of WeChat Pay. The Merchant agrees that NETS shall be deemed to have sent the notification to the Merchant even if the Merchant is unable to or does not receive the Notification for whatever reason.

2.9 NETS may add or remove any feature or functionality of WeChat Pay without prior notice, including but not limited to NETS’ introduction of additional payment methods supported on and compatible with WeChat Pay. The Merchant is deemed to accept such change if the Merchant continues to use WeChat Pay.

2.10 NETS reserves the right to investigate complaints regarding the use of WeChat Pay, or reported violations of the WeChat T&Cs and to take any action NETS deems appropriate, including reporting any suspected unlawful activity to law enforcement officials, appropriate authorities or regulators and disclosing any necessary information to such officials, authorities or regulators

3 UNDERTAKINGS OF MERCHANT

3.1 In order to use WeChat Pay, the Merchant must, prior to and during all times in which it uses the WeChat Pay System:

a. Complete such due diligence requirements as NETS or Tenpay may impose including but not limited to fully complying in a timely and accurate manner with requests for (and maintaining accuracy throughout the term of the WeChat T&Cs all) information;
b. Ensure that the business conducted by the Merchant is conducted for true and legitimate trade in goods and services (providing sufficient proof for the true and legitimate trade between Users and Merchants upon NETS’s request if necessary;
c. Ensure that the business conducted by the Merchant. In addition, Party A shall ensure that Party A and Merchant shall not conduct WeChat Pay transaction to the following trading activities: (i) the trade in goods and services that is not in compliance with the import and export management regulations of applicable law; (ii) the commodity trade without consideration generally accepted by the market, and the intangible commodity trade with an unclear pricing mechanism and potential risks; (iii) the projects and operating activities that may endanger the state and society or harm the social and public interests;
d. Maintain all data including but not limited the name and quantity of the subject matter, transaction currency, amount, parties of transaction and countries they are from, and order time, (and for services include the type of service, specific transaction information) and such other information as may be required by NETS or Tenpay, regulatory authorities (including where KYC, AML laws or regulations are concerned) or to comply with this clause 3.1;
e. Keep and maintain full original documents, and all Transaction data for a minimum of 5 years;
f. Be ready able and willing, and to submit relevant business data and information in accordance with the requirement of authenticity accuracy, completeness, traceability and consistency of Transactions and data in connection with Transactions or use of the WeChat Pay System.

3.2 Merchant shall be responsible for any losses suffered by NETS, TenPay or Users as a result of a breach of clause 3.1 or in the event of false, inaccurate, incomplete, untraceable, inconsistent or deniable order information or any improper operation of the Merchant’s business or Transactions and Merchant will fully indemnify and hold NETS harmless for any compensation to Tenpay or any other third party for any losses NETS suffers thereto.

3.3 Merchant shall ensure that it provides such assistance to NETS, Tenpay or regulatory authorities, upon notification by NETS, and to assist in conducting on-site inspection at Merchant’s premises on a regular or irregular basis, to inspect the business related to payment activities, to have access to and copy documents and materials related to inspection matters, and to interview relevant employees and requests them to explain or clarify relevant matters, to inspect relevant systems and facilities and copy relevant documents and data, and so on, in connection with the use of the WeChat Pay System and any Transactions. Merchant shall give necessary support and assistance for such on-site and/or off-site supervision conducted by NETS or Tenpay or relevant authorities.

3.4 Merchant will:

a. Comply with any procedures required by Tenpay relating to cross border payments;
b. Not actively conduct or assist any User to conduct any high risks activities, including but not limited to credit card fraud, money laundering, fraud, terminal relocation, retention or disclosure of customer account information, spit payment, false applications, skimming, malicious bankrupt and so on;
c. Comply with any decisions or measures NETS may take such as to delay the settlement of funds, to suspend bank card transactions or to withdraw corresponding WeChat-NETS Interface and so on, if suspected criminal activities or any breach of this clause 3 is suspected or arises (and to co-operate with NETS as it reports the same to any relevant authorities;
d. actively assist NETS or Tenpay to prevent unauthorized Transactions from happening, and promptly resolve all problems and issues related to customer services on unauthorized Transactions;
e. In the event that any User suffers any losses caused by any relevant transaction (such as false transaction, unauthorized charge, fraud transaction, declined transaction, chargeback, account information leakage, and so on), violation of applicable state laws, rules and regulations by Merchant, breach of warranties to Users, breach of duties prescribed in this WeChat T&Cs), Merchants shall provide necessary support and assistance for investigations, and be responsible for settling or resolving any of such claims or disputes;
f. If Merchant fail to settle such claims or disputes in clause 3.4.e actively and promptly within reasonable period, Merchant is deemed to have fully authorized NETS and Tenpay each, at each of their own reasonable discretion, to debit directly an amount equivalent to the losses from the pending settlement funds payable to Merchant, or delay the settlement of funds equivalent to the losses;
g. accept bank cards payment based on true transaction background and, abide by corresponding requirements in respect of acceptance of the relevant Participating Banks;
h. post, display, hang and maintain “WeChat Payment” logos at the prominent position of the WeChat-NETS Interface (devices such as terminals etc), business places or official websites within the scope expressly authorized by Tenpay and shall not use “WeChat Payment”, “Tenpay” or other business names, brands or logos owned or having been used legally by Tenpay or NETS for purposes other than those prescribed in this WeChat T&Cs;
i. agree that NETS (or Tenpay) may be entitled to do an onsite review ensure compliance with 3.4f;
j. integrate WeChat Pay System and services continuously, and ensure that Users use WeChat Pay System in the websites or business places of Merchant;
k. shall not charge additional fees, or charge additional fees in any disguised forms or provide lower quality of services;
l. without the prior written consent of Tenpay and Users, not take any measure to collect, keep or use User’s information, including but not limited to data encoded in magnetic stripe cards or chip cards, verification code, valid period, passwords and other sensitive information;
m. reasonably use WeChat-NETS Interface and relevant accounts within the WeChat Pay System or NETS System components relevant to the use of the WeChat Pay System within the scope prescribed by this WeChat T&Cs, and shall not use them to conduct or assist others to conduct illegal activities;
n. not use the WeChat-NETS Interface beyond the scope prescribed by this Agreement, and move the WeChat-NETS Interface (devices etc) to other places or sites not authorised by NETS;
o. not reverse engineer the WeChat Pay System or any payment systems, software, or WeChat-NETS Interface owned by Tenpay or NETS;
p. not copy, modify, edit, consolidate or alter such systems or software, including but not limited to source code, object programs, software files, data running in local computer memory, data transmitted from User’s terminals / end-point devices to servers, server data, and so on;
q. not modify or add additional functions to the original functions of such systems mentioned hereinabove without NETS’s and Tenpay’s prior written consent;
r. without NETS’ and Tenpay’s authorization in writing, not reveal, transfer to any third party, or allow any third party to use (regardless of whether the use is free of charge or not) interface technology, security protocols, WeChat Pay Password and or any digital safety certificates provided by Tenpay;
s. without NETS’ and Tenpay’s authorization in writing, not use resources (including but not limited to customer information, transaction data, WeChat-NETS Interface, promotional and marketing materials, and so on) which are dedicated exclusively for WeChat Pay System and services for purposes beyond those prescribed in this Agreement;
t. not divert any resources provided by NETS or Tenpay shall not be transferred to or used by any third party;
u. strictly produce, use, recycle or dispose promotional materials in accordance with the requirements of NETS or Tenpay;
v. not use promotional materials for purposes other than the promotion of WeChat Payment System or the services of WeChat Pay System without the prior written consent of NETS or Tenpay; or
w. not infringe NETS’ marks or WeChat Marks or any of NETS’s or Tenpay’s intellectual property rights;
x. not conduct activities such as false advertising, misleading sales and other activities that might infringe the lawful rights and interests of NETS, Tenpay and any third party.

3.5 Failure to complete any step of the registration process may result in the Merchant’s inability to use WeChat Pay. Merchant will fully indemnify and hold NETS harmless for any compensation to Tenpay or any other third party for any losses NETS suffers in connection with any breach of this clause 3.

3.6 The Merchant further acknowledges that:

a. The NETS trade mark and logo is a registered trade mark of NETS (the “Trade Mark”), and any other logos, service marks, product names and other proprietary indicia used in WeChat Pay are the property of either NETS or third party licensors (the “WeChat Pay Marks”);
b. The intellectual property rights in and to WeChat Pay System are either owned by Tenpay and licensed to NETS;
c. other than the licence expressly granted by the Merchant through this WeChat T&Cs, no other rights are granted to the Merchant in respect of either the Trade Mark, the WeChat Pay Marks, or WeChat Pay;
d. No part or parts of WeChat Pay System or any subject matter supplied by NETS may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission;

4 ELECTRONIC COMMUNICATIONS

4.1 The Merchant shall accept full responsibility for the security and authenticity of all Instructions sent by the Merchant and the Merchant shall be bound by all such Instructions. NETS shall be entitled to assume that all Instructions received from the Merchant’s WeChat-NETS Interface is from the Merchant. NETS shall be under no obligation whatsoever to verify that such communications are in fact from the Merchant.

4.2 The Merchant is aware that Instructions and information transmitted via WeChat Pay Interface may be generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. NETS cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and the Merchant accepts these associated risks.

4.3 Any Instructions sent by the Merchant to NETS shall only be deemed to be received by NETS when NETS has successfully retrieved such Instructions from the relevant system and duly informed the Merchant of such receipt. In addition, any Instructions sent by the Merchant to any third parties (for example, Merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

4.4 The Merchant agree that sections 13(1) to 13(4) of the Electronic Transactions Act (Chapter 88 of Singapore) shall not apply to the Merchant’s use of WeChat Pay and, without prejudice to any of the terms in these Terms and Conditions, that the Merchant shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.

4.5 The Merchant acknowledge and agree that in the event of any dispute arising in connection with the Merchant’s use of WeChat Pay, our records (including electronic, computer and microfilm stored records) of all matters relating to the Merchant’s use of WeChat Pay, and/or of the Merchant (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on the Merchant for all purposes whatsoever. In addition, the Merchant agrees to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

5 LIABILITY FOR TRANSACTIONS; LOSS/THEFT OF WECHAT-NETS INTERFACE; DISCLOSURE OF WECHAT PAY PASSWORD

5.1 The Merchant is solely responsible and liable for any access to and use of WeChat Pay, notwithstanding that any relevant access controls introduced or configured by the Merchant (including any WeChat Pay Password or biometric access controls) may have been circumvented by any other person without the Merchant’s knowledge, authority or consent. Unless otherwise stated in these WeChat T&Cs, NETS shall not be liable to the Merchant for any loss or damage resulting therefrom any payments effected by WeChat Pay due to such circumvention of access controls.

5.2 The Merchant may object to any Transaction or any other inaccuracies in writing to NETS, by calling the NETS hotline at (65) 62741212 or by visiting 351 Braddell Road #01-03 Singapore 579713 within one (1) calendar day after the entry appears in the Transaction History. If the Merchant does not report the Transaction within one (1) calendar day after the entry appears in the Transaction History, the Transaction will be deemed correct except where (and only to the extent that) the Merchant have conclusively established in the Singapore courts that a manifest error or fraud has been committed by us, or the Transaction has been determined by the relevant Approved Bank to be an unauthorised transaction and the Approved Bank has informed NETS of the same, in which case the terms and conditions of the relevant Approved Bank (as may be applicable) will govern.

6 PAYMENTS AND SETTLEMENTS

6.1 The Merchant understands and agrees that the Merchant may also be required to pay the following (where applicable):

a. Service Fee as well as such charges or fees imposed by equipment vendors, software companies, internet or communication services providers or other third parties;
b. any service charges / administration fees for any action taken by NETS in carrying out any of the Merchant’s Instructions and/or requests relating to the Merchant’s use of WeChat Pay (including Service Fees), whether such service or action is referred to or contemplated in this WeChat T&Cs or otherwise.

6.2 NETS may impose or vary the fees payable for the Merchant’s access to and use of WeChat Pay as well as for the closure or termination of WeChat Pay. Such changes shall be deemed effective upon NETS posting these changes on the NETS website at www.nets.com.sg (“Website”) or notifying the Merchant via a Notification. The Merchant is deemed to accept such changes if the Merchant continue to use WeChat Pay.

7 SETTLEMENT

7.1 The Merchant acknowledges and agrees that all settlement of all Transactions will be processed by NETS in accordance with the relevant provisions of the T&C.

7.2 The Merchant agrees and undertakes throughout the term of this WeChat T&Cs that it shall not hold NETS liable for any loss or delay in settlement of Transactions which is caused by or attributable to the Participating Banks.

7.3 The Merchant acknowledges and accepts that the role of the Participating Banks are separate from that of NETS under this WeChat T&Cs, and that the Merchant’s adherence or non-compliance with the rules, regulations and policies as determined by the Participating Bank from time-to-time shall not affect its obligations to NETS under this WeChat T&Cs

7.4 For avoidance of doubt, in the event that NETS does not receive payment from the Participating Bank for any reason whatsoever, NETS shall not be liable to the Merchant for such sums.

7.5 The Merchant agrees to adhere at all times to the rules, regulations and policies as determined by DBS, OCBC, UOB, and any other bank approved by NETS in NETS’ sole discretion (the “Approved Bank”) from time-to-time. The Merchant agrees that in the event of any non-compliance of any rule or regulation of the relevant Participating Bank or the breach of this WeChat T&Cs by the Merchant which results in NETS having to pay the Participating Bank any penalties or such other amount(s) as may be required by the Participating Bank, the Merchant shall fully reimburse NETS for such payments made by NETS to the Participating Bank upon demand.

7.6 The Merchant acknowledges and agrees that the Merchant’s failure to keep up to its commitments and obligations under this WeChat T&Cs is actionable by either the Participating Bank and/or NETS through legal recourse against the Merchant and that no omission or delay on the part of either NETS or the Participating Bank in exercising any or part of their rights under this WeChat T&Cs shall operate as a waiver thereof.

8 BILLING

8.1 In accordance with Clause 9.2(a) of the T&C, for the purposes of payment for any relevant fees or charges under this WeChat T&Cs (including but not limited to Service Fees) due and payable by the Merchant to NETS, the Merchant shall make payment to NETS on such date as communicated by NETS to the Merchant (each a “Payment Date”) in respect of all such outstanding fees or charges due and owing to NETS from the Commencement Date, or the last Payment Date, whichever date is later.

9 DATA PROTECTION

9.1 By using WeChat Pay, the Merchant consents to NETS and Tenpay collecting, using, disclosing and sharing amongst themselves any Personal Data which the Merchant may provide in the course of registration to use WeChat Pay or its use of WeChat Pay, and disclosing such Personal Data to NETS’s or Tenpay’s authorised service providers and relevant third parties for purposes reasonably required by NETS or Tenpay to facilitate the Merchant’s use of WeChat Pay. These purposes are set out in greater detail in NETS’s Data Protection Policy, which is accessible at https://www.nets.com.sg/policies/privacy or which may be provided to the Merchant upon request, and in Tenpay’s data protection policy. The Merchant confirms that the Merchant has read and understood each Data Protection Policy.

9.2 In addition, the Merchant represents, undertakes and warrants that:

a. All the necessary consents from all relevant individuals (including Users) have been obtained by the Merchant for the disclosure of their Personal Data to NETS in the course of the Merchant’s use of the WeChat Pay Application (including but not limited to situations where the Merchant registers said individual as a Customer); and
b. where it conducts registration of its Customers on WeChat Pay through batch-uploading by way of a digital file, such file will not contain any electronic virus or other information including but not limited to cancelbots, worms, Trojans, or other harmful component, or will not otherwise, harm, damage, or otherwise negatively impact the System, WeChat Pay System, or WeChat Pay000.

9.3 Notwithstanding any other provision in this WeChat T&Cs, the Merchant accepts that NETS bears no responsibility for the accuracy of any information entered or uploaded by the Merchant as part of the process of registration of its Customers and for any loss or damage arising or in connection with the same, and the Merchant shall have no claim against NETS for such loss or damage.

10 DISCLAIMER OR WARRANTIES AND LIABILITY

10.1 The access to and use of WeChat Pay is offered to the Merchant on an “as available, where available” basis

10.2 To the maximum extent permitted under applicable law, NETS and its respective officers, employees, contractors or agents shall not be liable for any loss (including any indirect, special or consequential losses), damages, expenses, claims, liabilities and costs (including cost on a full indemnity basis) suffered by the Merchant or any third party arising from and in connection with the Merchant’s registration with, access to and use of WeChat Pay except where such loss is attributable to NETS’ gross negligence or wilful default. Without prejudice to the generality of the foregoing, NETS will not be liable for any inconvenience, loss, cost, damage or injury suffered by the Merchant or any third party arising from or caused by any of the following:

a. any delay, suspension, discontinuance or failure of WeChat Pay;
b. any delay or suspension of the Merchant’s account at WeChat Pay;
c. if use of the Merchant’s WeChat-NETS Interface should be rejected or if NETS refuse for any reason to authorise any Transaction;
d. the Merchant’s inability to effect or complete any transaction due to system maintenance or breakdown/non-availability of WeChat Pay, network, hardware or software of NETS, or third party recipients of the Merchant’s transfer of funds;
e. system maintenance, breakdown/non-availability of any third party systems, including the systems of any of the Approved Banks or any third party web browsers;
f. any delays or errors caused by or arising from any of the Users or any of the Approved Banks, or by the third-party web browser that the Merchant may use to access WeChat Pay;
g. our compliance with any Instruction given or purported to be given by the Merchant relating to a transaction, notwithstanding that the integrity of the information comprised in such Instruction may have been compromised or impaired, provided that such compromise or impairment would not have been apparent to a reasonable person receiving such Instruction;
h. use of the Merchant’s WeChat-NETS Interface, or WeChat Pay by third parties, whether authorized or unauthorized by the Merchant;
i. theft or loss of the Merchant’s WeChat-NETS Interface on which WeChat Pay is installed;
j. any malfunction, defect or error in any device used to process the Transaction or to facilitate the usage of WeChat Pay or any of the WeChat Pay Services, or of other machines or system of authorisation whether belonging to or operated by NETS or other persons or the inability of any device, machine or system to accurately, properly or promptly transmit, process or store any data;
k. any delay or inability on NETS’ part to perform any of our obligations under these WeChat T&Cs because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, terrorism, civil disturbance or any event outside NETS’ reasonable control or the reasonable control of any of our servants, agents or contractors;
l. any damage to or loss or inability to retrieve any data or information that may be stored in WeChat Pay or any microchip or circuit or device in the Merchant’s WeChat-NETS Interface or the corruption of any such data or information, howsoever caused;
m. any claim, loss, damage, delay, inability to use, or any mistake or error arising in connection with any hardware, software or service used or provided in connection with any WeChat-NETS Interface or WeChat Pay or any inability to use the same;
n. any breach of any obligation of confidentiality by any third party provider of any service or facility associated with any WeChat-NETS Interface, WeChat Pay or any of the WeChat Pay Services.
o. (as the Merchant acknowledge and understand that use of WeChat Pay involves the transmission of the Merchant’s data, which may include Personal Data, and transaction details through third parties which NETS are unable to control) NETS is not responsible or liable to the Merchant for their performance or the non-performance of their obligations to the Merchant;
p. any loss, theft, use or misuse of any WeChat-NETS Interface, or circumvention of any access controls on any WeChat-NETS Interface by any party;
q. any failure by NETS to effect Transactions of funds due to the Merchant’s breach of any of the terms and conditions governing any of the Merchant’s designated Payment Channels;
r. any claim, loss, damage, delay, or mistake or error caused by or arising in connection from an inaccurate or misleading product description made available by the Merchant to any User or Customer by way of WeChat Pay; and
s. any act or omission by NETS in compliance with any applicable laws and/or regulations, including laws governing personal data protection, and any instructions and/or directions given by any local or foreign regulatory body, government agency, statutory board, ministry, departments or other government bodies and/or its officials.

10.3 NETS shall not be responsible in any way for any direct, indirect, special or consequential, economic or other damages arising in any way from the Merchant’s entering into any transaction using WeChat Pay.

10.4 The Merchant acknowledge and agree that WeChat Pay may use transmissions over the Internet which are never completely private or secure. The Merchant understand that any Personal Data, messages or information which the Merchant send in the course of the use of WeChat Pay may be made public on WeChat Pay. Use of WeChat Pay is entirely at the Merchant’s own risk.

11 ISSUES WITH TRANSACTIONS

11.1 NETS is not liable in any way for any claim or dispute arising between the Merchant and any User(s) in relation to any goods and services purchased by any Users using WeChat Pay. NETS is also not responsible for any benefits, discounts or programmes that the Merchant may introduce including any benefits, discounts, or programmes in respect of the Merchant’s goods or services.

11.2 NETS shall not be responsible for delivery of the Merchant good or services and NETS makes no representation as to the quality, merchantability, fitness for purpose or provision or performance of any such Merchant’s goods or services. The Merchant acknowledge that NETS is not acting as agent for any User.

11.3 The Merchant agree that any complaints, claims, disputes or refunds in relation to Merchant goods or services provided by any Merchant shall be resolved between that Merchant and the User, and NETS shall not be responsible for any refunds made or to be made by the Merchants in respect of a payment in relation to any Merchant goods or services purchased.

12 INDEMNITY

12.1 Notwithstanding Clause 12.1 (Indemnity) of the T&C, the Merchant shall, to the maximum extent permitted under applicable law, indemnify and hold harmless NETS in respect of any and all damages, losses, costs (including costs on a full indemnity basis), expenses, claims, proceedings or actions suffered or incurred by NETS or any third party by reason of (i) any breach or non-compliance by the Merchant of this WeChat T&Cs; or (ii) NETS in enforcing any of the terms and conditions in this WeChat T&Cs or preventing any breach thereof.

13 CONCLUSIVE STATEMENTS

13.1 NETS’ records (including electronic, computer and microfilm stored records) of all matters relating to the WeChat-NETS Interface, and/or of the Merchant (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on the Merchant for all purposes whatsoever.

14 TERMINATION

14.1 The right to use the WeChat Pay System may be terminated by Tenpay or by NETS by the giving of two (2) weeks written notice to the Merchant.

14.2 For the avoidance of doubt, should the Merchant decide to cease using the WeChat Pay from the Merchant’s WeChat-NETS Interface, this will not affect any of the Merchant’s existing rights, obligations or liabilities as between Merchant and User or Merchant and any Participating Banks with respect to any Transactions the Merchant may have entered into or managed during and through the Merchant’s use of WeChat Pay and NETS shall have no obligations or liabilities to the Merchant whatsoever in respect of said transactions unless otherwise stated in WeChat Pay T&Cs.

14.3 The Merchant shall not be entitled to any payment, compensation or damages from NETS in relation to the termination of the Merchant’s access to and use of WeChat Pay.

14.4 NETS’ right to suspend or terminate the Merchant’s access to and use of WeChat Pay shall be without prejudice to any other rights or remedies which NETS may have under the WeChat T&Cs or the T&C or any other specific terms and conditions governing WeChat Pay at law.

15 NOTICES

15.1 By using WeChat Pay and without prejudice to any of the other terms in this WeChat T&Cs, the Merchant agrees that NETS, it’s related corporations, third party service providers, contractors or sub-contractors may provide the Merchant with any notices or other communications relating to the Merchant’s use of any of WeChat Pay electronically: (a) via email (in each case to the address that the Merchant provides), SMS message, or telephone call (in each case to the phone number that the Merchant provides), or (b) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

16 GOVERNING LAW AND JURISDICTION

16.1 The WeChat T&Cs shall be governed by and construed in accordance with the laws of the Republic of Singapore. The Merchant hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of Singapore for all purposes in relation to this WeChat T&Cs and all other applicable terms and conditions governing WeChat Pay.

16.2 These WeChat T&Cs may be translated into other languages but in the event of any inconsistency or uncertainty arising therefrom, the English version shall prevail over any other version.

Annex 17: NETS as Master Merchant – Provision of Collateral

Where this Annex is applicable, the following terms and conditions shall apply in addition to those set out the T&Cs (or any part where relevant). In addition to the following words and expressions shall have the meanings respectively assigned to them hereunder unless the context otherwise requires:

1. DEFINITIONS

In this Annex, unless the context requires otherwise:

Encumbrance	means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect and “Encumbrance” means the creation of any Encumbrance;
Loss	means all losses, costs, damages, claims, demands, actions, judgments, proceedings, liabilities, costs and expenses of whatsoever nature (including but not limited to all legal costs or attorney’s fees on a full indemnity basis);
Satisfactory	in the context of Collateral, means meeting the criteria set out in clause 4 of this Annex 17

2. NETS MAY DESIGNATE A COLLATERAL-SECURED MERCHANT

2.1 NETS may designated a Merchant as a Collateral-secured merchant.

2.2 In the event that NETS Acts as Collateral Secured Merchant for a Merchant, NETS is entitled to make any determination, at any time before or during the duration of the Agreement, to designate, in its sole and absolute discretion, that such Merchant must be a Collateral-secured Merchant. NETS is not obligated to and excludes any responsibility or liability to such Merchant or any third party of the consequences of the designation of the Merchant as such, whether or not any loss was foreseeable or notified to NETS.

2.3 NETS will not be obliged to account or explain any decision making process, considerations, information taken, or any justification for such designation which NETS may do in its sole and absolute discretion and in the event that NETS publishes, makes available, communicates or otherwise states any of the same, the same shall not be binding on NETS in any way or render NETS liable to conduct itself in any particular manner in exercising such right of designation, or the maintenance or withdrawal of such designation.

2.4 For the avoidance of doubt, a Merchant may be subsequently designated by NETS as a Collateral-secured Merchant, whether or not it was previously designated as such.

2.5 Once designated as a Collateral-secured Merchant, the Merchant shall retain such designated status unless and until NETS issues a notice signed by it in writing of the withdrawal or removal of such designation

3. COLLATERAL-SECURED MERCHANT TO PROVIDE COLLATERAL TO NETS

3.1 A Collateral-secured Merchant must provide Collateral to NETS as condition of receiving (or continuing to receive) Services from NETS (or a NETS affiliate). The Collateral-secured Merchant agrees that it will comply all processes required by NETS in respect of the provision of the Collateral, including, without limitation, agreeing to the following:

a. In the event that a Merchant has yet commence receipt of Services or the supply of any subject matter from NETS (or a NETS Affiliate) (including but not limited to situations where the Merchant is in the process of, or has not yet completed Merchant on-boarding), the Merchant agrees that it will not be able to activate any component of the Services, or any subject matter supplied by or through NETS (or a NETS affiliate) until such time as NETS has confirmed in writing its receipt of Satisfactory Collateral;

b. In the event that a Merchant has already commenced receipt of Services or the supply of any subject matter from NETS (or a NETS Affiliate) (including but not limited to situations where the Merchant has been receiving the same prior to any designation as a Collateral-secured Merchant, the Merchant agrees that NETS will be entitled to deactivate or suspend any component of the Services, or any subject matter supplied by or through NETS (or a NETS affiliate) at any time without liability to Merchant or any third party unless and until such time as NETS has confirmed in writing its receipt of Satisfactory Collateral and that the continued provision of such Services or subject matter shall be deemed to be a waiver of any such right of deactivation or suspension; and

c. In the event that (notwithstanding earlier instances where Collateral was Satisfactory) the Collateral supplied by or for a Collateral-secured Merchant becomes or ceases to be Satisfactory at any time, the Merchant agrees that NETS will be entitled to deactivate or suspend any component of the Services, or any subject matter supplied by or through NETS (or a NETS affiliate) at any time without liability to Merchant or any third party unless and until such time as NETS has confirmed in writing its receipt of Satisfactory Collateral and that the continued provision of such Services or subject matter shall be deemed to be a waiver of any such right of deactivation or suspension.

3.2 In the event that a Collateral-secured Merchant determines that it will not provide Satisfactory Collateral when called on or required by NETS to do so, the Merchant agrees that NETS is entitled, without further notice to the Collateral-secured Merchant, to terminate the Agreement with the Merchant in respect of any Services or subject matter supplied by NETS (or a NETS affiliate) forthwith (or in accordance with such schedule as NETS may determine).

3.3 Merchant agrees that its status as Collateral-secured Merchant shall be subjected by NETS to periodic or ad hoc monitoring, reporting or review and that it shall provide all assistance and information to NETS in respect of the same.

4. COLLATERAL MUST BE (AND REMAIN) SATISFACTORY

4.1 NETS shall have full discretion in each case to determine the criteria by which Collateral is deemed to be Satisfactory, as it applies to any specific Collateral-secured Merchant, from time to time, and NETS is not obligated to maintain or continue to apply any such criteria at any time during the Agreement. Without prejudice to the foregoing, NETS may specify such criteria as may relate to the following so as to determine whether Collateral provided or maintained is Satisfactory:

a. the form which Collateral may take including, but not limited to, cash or any other chattel;

b. the mode by which Collateral may be paid or transferred to NETS, including but not limited to, cheque, telegraphic transfer, cash, or other mode which NETS may deem appropriate;

c. the monetary value of Collateral to be maintained at all times;

d. the means by which the monetary value of any non-cash Collateral is to be determined or valued;

e. how often or how quickly Collateral must be replenished or added to; and

f. the ease of or mode and frequency by which Collateral may be drawn down to meet Collateral-secured Liabilities.

4.2 Collateral-secured Merchants are each obliged to ensure that its Collateral is, remains and continues to be Satisfactory at any time, and must take steps to ensure that this is so regardless of whether NETS has notified the Merchant of any issue which may cause its Collateral to be not Satisfactory. NETS may, but is not obliged, to notify the Collateral-secured Merchant of whether its Collateral is Satisfactory at any given time. Once notified by NETS that any Collateral is not Satisfactory, the Collateral-secured Merchant must immediately remedy the situation by providing such addition or replenishment or other cure to ensure that the Collateral promptly become Satisfactory.

4.3 Without prejudice to any other requirements stated elsewhere under this Annex concerning whether Collateral is Satisfactory, Collateral-secured Merchant agrees that to be Satisfactory, Collateral must also be provided, and continue to be provided or remain, at such monetary value or money’s worth) as NETS may designate, where such value may be updated by NETS from time to time. For the purposes of this clause:

a. The monetary value of Collateral shall be either 15% of the Merchant’s projected revenue over 6 calendar months or such amounts as NETS may, at its sole discretion, determine.

b. Where the monetary value of Collateral drops below an amount determined by NETS to render Collateral not Satisfactory (a “Shortfall”), NETS may (but is not obliged) to notify the Collateral-secured Merchant of the same, upon which, the Collateral-secured Merchant must immediately remedy the situation by providing such addition or replenishment or other cure to ensure that the Collateral promptly become Satisfactory by eliminating the Shortfall;

c. NETS is entitled to conduct a periodic assessment as to the monetary value at which Collateral required of a Collateral-secured Merchant is deemed Satisfactory. Such assessments may, at NETS’s discretion be based on or determined from the volume and value of Transactions conducted over at least the preceding six (6) months (or such other preceding period as NETS may determine applicable).

d. In the case of a Collateral-secured Merchant which has yet commence business or has not conducted its business for less than the minimum preceding period that NETS applies (or has chosen to apply), NETS may apply a projection of the Collateral-secured Merchant’s anticipated volume and value of Transactions.

5. NATURE OF COLLATERAL

5.1 Title in all Collateral provided to NETS under or in connection with this Annex 17 will pass to NETS free from Encumbrances upon payment or transfer to NETS and the Collateral-secured Merchant undertakes to ensure that it will do or omit to do anything which would cause (or may cause) the Collateral to be Encumbered at any time.

5.2 Notwithstanding the definition or terms used in this Agreement concerning or relating Collateral, Collateral is not security, and will not be deemed to be Encumbered as such when in the possession of NETS and NETS may be entitled to deal with such Collateral in any way it deems fit as the owner of the Collateral.

5.3 NETS owes no obligation, whether at law or equity to account for or refrain from dealing in any way with the Collateral. Wherever any arrangement or circumstance should arise where the Collateral is no longer required where previously taken (including where the Agreement is terminated or expires or where a new Merchant, as a Collateral-secured Merchant, does not successfully complete Merchant on-boarding or which NETS declines sign up or acquire as a Merchant), NETS shall only be obligated to pay the monetary value of the Collateral to Collateral-secured Merchant as a debt.

6. COLLATERAL MAY BE APPLIED BY NETS TO MEET LOSSES; PAYMENT BACK TO COLLATERAL-SECURED MERCHANT OF VALUE OF COLLATERAL (AS A DEBT)

6.1 Without prejudice to clause 5 of this Annex 17, NETS may immediately (or any time it chooses) apply any portion of Collateral to meet any of its Losses in respect Collateral-secured Liabilities where it Acts as Collateral-secured Master Merchant.

6.2 The monetary value of any such portion of Collateral applied for such purposes shall be deducted against the monetary value of any Collateral and such remaining monetary value after such deduction shall be deemed to the value of the Collateral referred to in clause 4.3 of this Annex 17.

6.3 NETS will be entitled to value the remaining monetary value of any Collateral post such deduction for the purposes of dealing further in respect of the determination of whether Collateral is or remains Satisfactory and to exercise any rights under this Annex 17 including, without limitation, requiring Collateral-secured Merchant to replenish or add to the Collateral so as to ensure that Collateral remains Satisfactory.

6.4 For the purposes of determining whether a Loss has arisen, or whether there are any Collateral-secured Liabilities, NETS is not obliged to await the final determination of the outcome of any Collateral-secured Dispute, including any final or interim determination in connection with any dispute resolution process between the Collateral-secured Merchant and its third party counterparty or counterparties in respect of the Collateral-secured Dispute.

6.5 In the event that any Collateral-secured Dispute is resolved in any manner such that any monetary value disputed under any Collateral-secured Dispute is paid to or results in the transfer of monetary value to NETS, NETS will, within thirty (30) days of the receipt of the same, transfer (as payment by NETS of a debt to Collateral-secured Merchant) any sums in excess of any amount as may be required of Collateral to be Satisfactory then, to the Collateral-secured Merchant. Prior to such transfer, such sums may be further or subsequently withheld or applied by NETS to meet any subsequently arising Losses due to any Collateral-secured Dispute.

6.6 Collateral-secured Merchant shall ensure that it fully abides and complies with any dispute resolution process or requirement in respect of the Collateral-secured Dispute.

7. COLLATERAL-SECURED DISPUTES

7.1 Collateral-secured Disputes include any disputes under this Agreement between Merchant any third party in respect of any Transaction, including without limitation, disputes (or allegations) which relate to:

fraud (including, where applicable, card-not-present or card-absent environments or situations)
lost or stolen payment cards, credentials or other means of authenticating payment authorisations in connection with the Transaction;
authorisation of the Transaction;
late or inappropriate presentment of any card, credentials or other means of authenticating payment;
incorrect Transaction details including incorrect codes, currencies, amounts, account numbers;
duplicate processing;
payment by other means rendering payment under the Transaction invalid or duplicate payment;
the submission of invalid data by any party to the Transaction or their representatives or acquirer or issuer (as the case may be);
non-receipt of merchandise or services;
cancellations including cancellations of recurring charges;
cancellation of order for merchandise or services;
receipt of counterfeit merchandise;
misrepresentation; and
any dispute which may be provided by guidelines, policies or terms that a third party credit service provider, financial service or facilities provider to whom NETS Acts as Collateral-secured Master Merchant for the Collateral-secured Merchant, as may be applicable or updated from time to time.

7.2 In the event of any doubt or dispute over whether a Collateral-secured Dispute has arisen, NETS is entitled to apply the Collateral notwithstanding subject to the application of clause 6.5 of this Annex 17.

Annex 18 : Additional T&Cs specific to transactions for Malaysian Bank Issued Cards

Where this Annex is applicable, the following terms and conditions shall apply in addition to those set out in the T&Cs (or any part where relevant). In addition, the following words and expressions shall have the meanings respectively assigned to them hereunder unless the context otherwise requires:

1. DEFINITIONS

In this Annex, unless the context requires otherwise:

Currency Conversion Service Provider	has meaning given to it in clause 5.1;
Operating Manual	means the operating manual issued by NETS in respect of any transactions processed using a Paynet Card, containing the rules and regulations relating to the same, including any variations as may be issued from time to time by NETS;
Paynet	means Payments Network Malaysia Sdn Bhd
Paynet Card	means any Foreign Card which is by a Malaysian bank which is an issuer with Paynet’s participating banks, which are in turn accepted and approved by NETS for use for transactions in Singapore on NETS EFTPOS, and its related devices or systems;
Loss	means all losses, costs, damages, claims, demands, actions, judgments, proceedings, liabilities, costs and expenses of whatsoever nature (including but not limited to all legal costs or attorney’s fees on a full indemnity basis);

2. PAYNET CARDS AS “FOREIGN CARDS”; PAYNET’S SWITCH AS “FOREIGN SWITCH”

2.1 For the purposes of the T&Cs, the Parties expressly acknowledge and agree that a Paynet Card is a “Foreign Card”, and that “Foreign Switch” will include Paynet’s switch.

2.2 The Merchant agrees that it will accept and honour in accordance with these T&Cs, and agrees to apply and comply with all other terms in the T&Cs as they relate to any Paynet Card, except where expressly contradicted herein, including but not limited to Annex 8 of the T&Cs.

3. OPERATING MANUAL

3.1 NETS may issue and update, from time to time, an Operating Manual which the Merchant will conform to and comply with in all respects.

3.2 The Parties agree that compliance with the Operating Manual is a condition of the provision of or availability of the use of Paynet Cards, and that any failure by the Merchant to comply with the Operating Manual constitutes a breach of the T&Cs and this Annex, which will entitle to NETS to recover from the Merchant any Loss suffered by NETS arising from or in connection with such failure. The Merchant further agrees to indemnify and hold NETS harmless from any third party claims arising from or in connection with the Merchant’s breach of this clause.

3.3 The Merchant shall apply and comply with any procedures or requirements in the Operating Manual as it relates to the resolution of any discrepancy in clearing or settlement of payment transactions involving Paynet Cards and the Merchant. The Merchant agrees to promptly, truthfully and completely respond to any queries NETS may have in connection with the resolution of any discrepancy in clearing or settlement of payment transactions involving Paynet Cards and the Merchant.

4. TECHNICAL STANDARDS

4.1 The Merchant acknowledges and agrees that NETS is entitled to apply such technical and encryption standards as may be required from time to time in connection with the processing of payments via the use of Paynet Cards, including, without limitation, back-end systems or software, and any interfaces as may be in use. Where required, the Merchant will provide, at no cost to NETS, such reasonable assistance as NETS may require to implement the same.

4.2 The Merchant will not do anything to interfere with any NETS Access Device, 3rd Party Access Device, or any other equipment or software which may be implemented by NETS to facilitate or support the processing of transactions by Paynet Cards.

5. CURRENCY CONVERSION

5.1 The Merchant agrees that any currency conversion in connection with any transactions processed in connection with Paynet Cards will be pegged to rates which NETS (or its currency conversion service providers, hereinafter, the “Currency Conversion Service Provider”) may specify or apply from time to time.

5.2 The Merchant agrees that:

Subject to its availability, and unless NETS decides otherwise by written notice, any currency conversion shall be based on the prevailing dynamic MYR and SGD currency conversion rate as applied by the Currency Conversion Service Provider;
The conversion rates stated will apply to both the amounts to be deducted or paid into the Merchant’s account, and to the relevant merchant discount rate or any fees as may be applicable in connection with the use of the Paynet Cards for the processing of transactions.

6. REGULATORY LIMITATIONS

6.1 The Merchant agrees that the provision of any functionality or services in connection with the processing of transactions in by Paynet Cards is subject to, at all times, regulatory approval or licensing by both the Monetary Authority of Singapore (or any successor organisation) (“MAS”) and its Malaysian counterpart (“Malaysian Regulator”).

6.2 In the event that any legal or regulatory development by (or in relation to) MAS or the Malaysian Regulator renders (in NETS’s sole and absolute opinion) the provision of services in connection with the processing of transactions by Paynet Cards no longer feasible or desirable, the Merchant agrees that NETS may terminate or cease the operation of the provision of services in connection with the processing of transactions by Paynet Cards, or introduce modifications or further qualifications to these terms by immediate written notice.

6.3 In the case of modifications or further qualifications, the Merchant agrees that the continued use of services in connection with the processing of transactions by Paynet Cards after the notice shall be deemed to be accepted by the Merchant of the modifications or further qualifications.

7. OTHER OBLIGATIONS

7.1 The Merchant shall abide by any system of controls or checks as may be implemented or prescribed by NETS for maintaining confidentiality and security in relation to the operation of any data in connection with the processing of transactions by Paynet Cards.

7.2 The Merchant agrees that it will retain all documents relating to transactions processed using a Paynet Card, including but not limited to any documentation as may evidence the transaction and / or assist in settlement and reconciliation and immediately provide a copy of the same to whenever requested by NETS in writing.

7.3 The Merchant acknowledges that NETS may, from time to time, assume control of and prescribe directions, rules or requirements in respect of any exception handling or dispute handling process, and the Merchant agrees to comply with any such directions, rules or requirements as prescribed from time to time.

7.4 The Merchant agrees to indemnify NETS against any and all Losses suffered by NETS arising our of any fraud, dishonesty, misconduct, negligence or wilful breach by the Merchant (or its officers, servants or agents) in connection with the processing of any transaction by Paynet Cards.

Annex 19 : MERCHANT T&Cs FOR SIMPLYNETS

This agreement (“Agreement”) sets out the terms and conditions applicable between:

(1) The corporate or non-corporate customer identified in the Application Form for sign up for the simplyNETS service (the “Merchant”, “you”, “your”, or “yours”); and

(2) NETWORK FOR ELECTRONIC TRANSFERS (SINGAPORE) PTE LTD a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713, and its subsidiaries and affiliates as may be specified from time to time (collectively, “NETS”, “we”, “us”, “our”, or “ours”).

Hereinafter, the Merchant and NETS will also be referred to each as a “Party” to this Agreement, and collectively, the “Parties”.

WHEREAS:

simplyNETS consolidates and integrates various NETS Services, each of which are provided or made available pursuant to a separate NETS Service Agreement. Each NETS Service under simplyNETS involves the appointment of NETS acts as a MM Agreement.
The Merchant is a provider of goods and / or services who is either an Existing Merchant or a New Merchant who wishes to sign up simplyNETS arrangements.
Parties agree for the provision of NETS Services to Merchants under simplyNETS pursuant to the terms of this Agreement.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 The following expressions shall have the meanings set out opposite them:

“Application Form”	means such documentation (including application forms, sign up processes, web portals, communication channels or other means specifically made available by NETS to the Merchant) under simplyNETS for such purposes of onboarding and signing the Merchant up to this Agreement, for maintaining your information and Personal Data in connection with any of the NETS Services provided to the Merchant under simplyNETS;
“Approved Banks”	means DBS, OCBC, UOB, and any other bank approved by NETS in NETS’ sole discretion, each an “Approved Bank”;
“Core Simply NETS Service”	means a non-optional NETS Service which is bundled and supplied to the Merchant under simplyNETS which the Merchant is not required to select, all of which are more particularly set out in Annex A to this Agreement;
“Customer”	means a non-optional NETS Service which is bundled and supplied to the Merchant under simplyNETS which the Merchant is not required to select, all of which are more particularly set out in Annex A to this Agreement;
“Customer Device”	means any mobile device used by a Customer which pays via QR payment;
“Enabled Device”	means any device used by you or supplied by NETS to you for any operational step in a NETS Service – “Enabled Device” includes, for the avoidance of doubt, Terminals;
“Existing Merchant”	means the Merchant (or a merchant) where there is already a prior in-force existing agreement with NETS in respect of a NETS Service;
“NETS Service”	means a payment product, payment app or application, payment technology or facility (such as QR), or other payment service which is offered by NETS to merchants, including where NETS acts as or has been appointed as a master merchant under an MM Agreement in relation to a PSP, and which is selected or included under simplyNETS;
“NETS Service Agreements”	in relation to a NETS Service, means the separate set of terms and conditions between NETS and the Merchant, which governs or applies in relation to that particular NETS Service, links to standard form agreements which apply all of which are more particularly set out in Annex A to this Agreement;;
“New Merchant”	means the Merchant, who is entering into this Agreement, without there being a prior in-force existing agreement with NETS in respect of a NETS Service;
“Optional simplyNETS Service”	means an optional NETS Service which supplied to the Merchant under simplyNETS which the Merchant has selected all of which are more particularly set out in Annex A to this Agreement;
“MM Agreement”	in relation to a NETS Service, a separate agreement entered into between NETS and a third party where NETS is appointed as a master merchant
“Personal Data”	has the same meaning given under the Personal Data Protection Act 2012;
“PSP”	means the provider of a payment scheme (including a credit or debit card scheme), payment facilities by Approved Banks or other payment services;
“QR payment”	means a payment method involving the use of Quick Response codes where a QR code is generated or used as a means to authenticate and facilitate payment for goods and/or services;
“simplyNETS”	means the product and service offered by NETS to consolidate and supply various NETS Services applied for by the Merchant and accepted or approved by NETS;
“Terminals”	means the terminals designated by NETS for NETS Service supported transactions and provision of other services as may from time to time be determined by NETS in its sole discretion;
“TID”	Means a terminal ID which is included as part of the User Credentials;
“User Credentials”	means, in respect of the simplyNETS, or any NETS Service, any user ID, security credentials (including passwords, device passwords), and other means applied in the course of the use of the simplyNETS or NETS Service, to authenticate your actions (including but not limited to, where applicable, the use of one-time-passwords sent via SMS or other means, or any credentials or identification features of any Enabled Device, etc);

1.2 Words importing the singular include the plural and vice versa and, words importing a gender include every gender. References herein to Clauses shall mean the clauses of this Agreement.

2. SIMPLYNETS & NETS SERVICES

2.1 You agree and acknowledge that:

(a) whilst simplyNETS is provided by NETS, the simplyNETS is not a standalone NETS Service or, in itself, a payment product, payment app or application, payment technology or facility (such as QR), or other payment service;

(b) each NETS Service comprised with simplyNETS is governed by a NETS Service Agreement, which is more particularly listed / referred to in Annex A, with applicable pricing set out at Annex B which you will agree to pay, in respect of each NETS Service you are supplied with and in accordance with payment terms in the NETS Service Agreements or in Annex B therein;

(c) the scope and operation of this Agreement is to provide a framework by which NETS Services can be made available to the Merchant, with the effect of binding the Merchant to the relevant NETS Service Agreements;

(d) in order to use the simplyNETS, you must register as a user of the simplyNETS by completing an Application Form and complete such registration processes (including but not limited to anti-money laundering or regulatory checks and compliances);

(e) the submission by you of the Application Form (and of any updates to the Application Form) will be deemed to be your agreement to the terms of this Agreement and each NETS Service Agreement for any Core simplyNETS Services, being the version of the same that is updated as at the time that such submission is approved or accepted by NETS in writing after such approval;

(f) upon such approval or acceptance, NETS will commence steps to enable use, activation or access for Core simplyNETS Services in accordance with its schedule and subject to such operational, commercial and technological arrangements as may be applied by NETS or required of you;

(g) you are required to identify any specific Optional simplyNETS Services that you intend to sign up to, by using the Application Form;

(h) the submission by you of the Application Form (and of any updates to the Application Form) will be deemed to be your agreement to the terms of each NETS Service Agreement for any Optional simplyNETS Services you identify, being the version of the same that is updated as at the time that such submission is approved or accepted by NETS in writing after such approval; and

(i) upon such approval or acceptance, NETS will commence steps to enable use, activation or access for Optional simplyNETS Services in accordance with its schedule and subject to such operational, commercial and technological arrangements as may be applied by NETS or required of you.

2.2 You agree and acknowledge that in order to use, activate or access some NETS Services, you may be required to further preparations, provide further co-operation, and execute further steps for the installation, implementation, deployment or take other technical, operational or commercial measures, and you therefore agree undertake your own due diligence, undertake such preparations, provide such co-operation and execute such further steps at your costs so as to be ready and able to use, activate or access such NETS Services (and continue the same).

2.3 You agree and acknowledge that:

(a) to the extent that a NETS Service Agreement is subject or requires agreement by you to execute forms, registration processes, provide information, or agree to other terms and conditions, in each case by a third party, the provision of that NETS Service Agreement is dependent on your due execution, provision, agreement and compliance with the same (as the case may be);
(b) any payment service used by a Customer which uses QR payments will may be provided by a third party service including an Approved Bank or a third party payment service provider and you will not hold NETS liable (and agree that NETS may exclude liability) for any errors, omissions, service interruption, fault, defect, failure to pay / conclude a transaction, security issue, or other aspect or matter arising from such third party service providers; and
(c) the successful execution of any payment transactions or process in connection with such transactions may be dependent on the payment service used by the Customer and the service provider you use to operate any account or facility to collect payment (including, where relevant, any Approved Bank under any account you may be using to collect payments from a Customer) and consequently, you will not hold NETS liable (and agree that NETS may exclude liability) any inaccurate, delayed or otherwise defective payment confirmation issued or not issued, due to (or contributed to by) such third party service providers or systems.
(d) NETS undertakes no liability and is not a party to the contract for payment for the goods and services between you and the Customer, you agree that by using the simplyNETS you release and indemnify NETS from any liability in relation to or arising from or in connection with any dispute between you and the Customer.

2.4 You agree and acknowledge that:

(a) you will provide, and consent to the collection, use, disclosure or process by us or our related companies, contractors or affiliates, with all Personal Data, and any information requested as part of the registration set out in any Application Form for the purposes of facilitating the onboarding, administration, activation, maintenance, supply or provision of the NETS Services comprised in any NETS Service which is supplied to you under or in connection with this Agreement or any NETS Service Agreement;
(b) some NETS Services may require that you provide, and consent to the additional or further collection, use, disclosure or process by us or our related companies, contractors or affiliates, with all Personal Data, and any additional information requested as part of registration requirements and registration processes relevant or specific to that NETS Service, in which event you agree that (as a condition of the provision of such NETS Services) you must provide and consent to the provision of such additional or further documentation and complying with such additional or further processes as NETS may prescribe for the purposes of facilitating the onboarding, administration, activation, maintenance, supply or provision of such NETS Services;
(c) you will ensure that the Personal Data and information you provide as referred to in clause 2.4(a) and 2.4(b) of this Agreement is complete, truthful and accurate at all times and that you will update NETS in writing via an Application Form of any changes to the same immediately.

2.5 For the avoidance of doubt, none of the Approved Banks own, operate and manage the simplyNETS or the NETS Services.

2.6 NETS may modify, vary or amend the terms of this Agreement or of any NETS Service Agreement by posting the modified, varied or amended Agreement of NETS Service Agreement at https://www.nets.com.sg/terms-conditions/. Parties agree as follows:

(a) Such changes shall be deemed effective within thirty (30) days of the date of the posting of the amendment at the webpage.

(b) You are deemed to accept such modification, variations or amendments if you continue to use the simplyNETS or any affected NETS Service after the thirty (30) day period.

(c) You agree that NETS owes you no duty to notify you directly of the posting of such modified, varied or amended Agreement or NETS Service Agreement and that you will check the webpage regularly to inform yourself of the same.

(d) In the event that you do not wish to accept such modifications, variations or amendments, Parties agree that you have the option to reject such modifications, variations and amendments by issuing a written notice to NETS before the thirty (30) day period lapses informing NETS of the same.

(e) Where such notice in clause 2.6(d) is received, NETS will have the option to:

a. Terminate this and any or all NETS Service Agreements immediately or for such period as it may deem fit, before which time existing terms and conditions will continue to apply until such period as any termination period (if any) is completed; or
b. (without prejudice at any time to NETS exercising rights under clause 2.3(e)a above) Negotiate with you in good faith to arrange for alternative terms and conditions which, if agreed, will be issued in writing and countersigned by both Parties.

(f) This clause 2.6(e) shall apply notwithstanding anything stated in this Agreement or any NETS Service Agreement,
(g) This is without prejudice to clause 8.3, and that any exercise by NETS of clause 8.3 will not be construed as triggering any right conferred on you under this clause 2.6.

3. LEGAL CAPACITY, AUTHORITY, DATA PROTECTION & SECURITY

3.1 You acknowledge, agree and warrant that you are, and will at all times be, in compliance with the following:

(a) (if you are not a corporate Merchant, but a natural person) you are at least 18 years of age based on year of birth, and where you are not at least 18 years of age based on year of birth, you have obtained the consent of your parent / legal guardian for your access, download and use of any NETS Service in accordance with this Agreement; and
(b) (for corporate Merchants) you have legal capacity, and have procured and, at any time, maintain at all times any and all consents necessary for you to use simplyNETS and any NETS Service.

3.2 You agree that we are entitled to deal with any person last identified to NETS in Application Forms as individuals authorised or acting as if authorised to bind you to this Agreement. In the even that any such person should cease to have such authority, you agree to alert us immediately using such Application Forms, and that we may continue to treat such person as having such authority until such time as we have acknowledged receipt of such Application Form.

3.3 By agreeing to use simplyNETS, you further agree:

(a) And consent that NETS may collect, use, disclose or process (or instruct others to process) your personal data (“personal data” and “process” having the same meaning as under the Personal Data Protection Act 2012), and any contact information (including but not limited to the telephone number you provide to us for the sending of and receiving of SMS OTPs or to contact you via voice or text messaging, in each case for the purposes of facilitating and administering your use of simplyNETS or any NETS Service, the execution of our obligations, the enforcement of our rights, the handling of issues or disputes arising from or in connection with the use simplyNETS or NETS Service, compliance with any law or regulation, investigations or assisting investigations (whether in respect of internal or external investigations, and whether or not with regulators, law enforcement, authorities or other third parties) – and in any event further to and in addition to the NETS privacy policy set out at https://www.nets.com.sg/policies/;
(b) That any phone number you provide for the purposes of your activation and use of the simplyNETS or any NETS Service is the business contact telephone relevant to your business;
(c) To keep secure the phone number you use to complete the activation of any NETService under simplyNETS and to use the simplyNETS, and to secure any device you use in connection with simplyNETS or any NETS Service, with full acknowledgement and agreement on your part that you are solely and exclusively liable and responsible for safeguarding and undertaking secure use of the same, including treating the phone number, passwords, or other identifiers used as User Credentials.

3.4 You will keep your simplyNETS and NETS Service accounts (if any) and any dealings with NETS secure, including but not limited to safeguarding the User Credentials at all times to your sole and exclusive use (including refraining from sharing details of the same), not sharing your User Credentials with any third party. Any breach of the foregoing shall entitle NETS to exclude any and all liability in connection with any loss in respect of the simplyNETS System (except for loss in connection with death or physical injury for which NETS is legally responsible, if at all).

3.5 You agree that failure to complete any step of the registration process or comply with the foregoing may result in your inability to use the simplyNETS or any NETS Service.

4. RELATIONSHIP WITH OTHER NETS SERVICE AGREEMENTS
This Agreement is intended to facilitate the application of NETS Service Agreements in respect of Core simplyNETS Services and Optional simplyNETS Services. In the event of a conflict between this Agreement and a NETS Service Agreement, the following rules and order of priority will apply:

(a) To the extent that any fees or charges and payment terms in Annex B conflict with the NETS Service Agreement, this Agreement shall apply unless NETS issues a written notice to the contrary;
(b) To the extent that the conflict arises in respect of the standard of any duty imposed on the Merchant, the more stringent standard in favour of the interests of compliance with regulatory standards will apply;
(c) (subject to (a) above), To the extent that the conflict arises in that a provision under this Agreement might apply equally to any function or feature of the NETS Service with differing results arising from such application, the provisions of the NETS Service Agreement will apply; and
(d) (subject to (a) and (b) above) in all other cases, NETS shall have sole and absolute discretion to determine (and notify the Merchant) which provision shall prevail and how it shall be applied, including whether the NETS Service Agreement or the Agreement will prevail on a case by case basis and the option to determine which portions of each conflicting provision or in which context or extent that such conflicts are to be resolved.

5. EXISTING MERCHANTS

5.1 To the extent that the Merchant is an Existing Merchant, the Parties acknowledge and agree that:

(a) The terms of the NETS Service Agreements which are in force prior to the execution of this Agreement, remain in force but are subject to clause 4 above;

(b) To the extent that any of the NETS Services already in use by the Existing Merchant requires the implementation of any adjustments or steps required so as to facilitate the commencement or the operation of any additional Core simplyNETS Services or other Optional simplyNETS Services, the Existing Merchant agrees to facilitate and co-operate with NETS to ensure that this is done in a manner that minimizes disruption to all NETS Services, and that NETS is not liable to any loss or damage due to any loss, damage, delay, disruption, interruption or interference arising from or in connection with any such adjustment, steps or facilitation; and

(c) The Existing Merchant agrees it will be responsible for ensuring that its own facilities, premises, resources, staff, processes, and other aspects of its operations are readied for the inclusion of simplyNETS with its existing NETS Services and NETS may prvide such assistance as the Existing Merchant may require in this regard pursuant to additional terms as NETS may prescribe.

5.2 Without prejudice to clause 5.2(c), you will be responsible for carrying out the following, at your own cost:

(a) obtaining all necessary hardware, software and communications services necessary for your use of the simplyNETS or any NETS Service;

(b) installing antivirus or other mobile security software to protect against any security or other vulnerabilities which may arise in connection with the use of the simplyNETS or any NETS Service; and

6 CUSTOMERS

6.1 NETS reserves the right to investigate complaints regarding the use of the simplyNETS or any NETS Services, including reported violations of this Agreement or any NETS Service Ageements, and to take any action NETS deems appropriate, including reporting any suspected unlawful activity to law enforcement officials, appropriate authorities or regulators and disclosing any necessary information to such officials, authorities or regulators.

6.2 NETS is not liable in any way for any claim or dispute arising between yourself and any Customer or third party service provider(s) in relation to the simplyNETS. You acknowledge that we are not acting as agent for any Customer or service provider.

6.3 You agree that any complaints, claims, disputes or refunds in relation to services provided by any Customer or third party service provider shall be resolved between that service provider and yourself, and NETS shall not be responsible for any issues arising between you and the Customer or service providers.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 Subject to any licensing terms in respect of any intellectual property rights in respect of any NETS Service, You are granted a limited, personal, non-exclusive, revocable, non-transferable, non-sublicensable right during the duration of this Agreement to access and use NETS Services under simplyNETS solely for facilitating payments in respect of your Customers for the sale or products or services in your business, and such other specific purposes as each NETS Services may specifically relate to.

7.2 Without prejudice to any licensing terms in respect of any intellectual property rights in respect of any NETS Service, you shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

(a) use the simplyNETS or any NETS Service to conduct electronic spamming;
(b) use the simplyNETS or any NETS Service to perform unlawful or immoral activities;
(c) use the simplyNETS or any NETS Service to upload content that has viruses, malicious codes, immoral or illegal content;
(d) modify or adapt the whole or any part of the simplyNETS or any NETS Service or combine or incorporate the simplyNETS or any NETS Service into another other programme or application;
(e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the simplyNETS or any NETS Service, or any components thereof;
(f) use the simplyNETS or any NETS Service in any manner that would lead to the infringement of our intellectual property rights or those of any third party;
(g) use the simplyNETS or any NETS Service in a way that could damage, disable, impair or compromise the systems (or the systems or security of the systems or any other computer systems or devices used in connection therewith) used in connection with simplyNETS or any NETS Service, or interfere with other users or affect the reputation of NETS or that of any of the Approved Banks; or
(h) engage in any other activities deemed inappropriate by NETS.

7.3 You further acknowledge and agree that:

(a) The NETS, simplyNETS and any NETS Service trade marks and logos are trade marks of NETS, and any other logos, service marks, product names and other proprietary indicia used in the simplyNETS or NETS Services are the property of either NETS or third party licensors (collectively, the “Trade Marks”);
(b) The intellectual property rights in and to the Trade Marks are either owned by NETS or licensed to us by third party licensors;
(c) other than the licence expressly granted by you in this Agreement, no other rights are granted to you in respect of either the Trade Marks or the simplyNETS;
(d) No part or parts of the simplyNETS may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

8. LIABILITY FOR TRANSACTIONS; LOSS/THEFT OF ENABLED DEVICE / TERMINALS; DISCLOSURE OF DEVICE PASSWORD

8.1 You are solely responsible and liable for any access to and use of the simplyNETS or NETS Services effected through the use of your User Credentials notwithstanding that User Credentials may have been used by any other person without your knowledge, authority or consent. We shall be entitled to continue to provide simplyNETS and we shall not be liable to you for any loss or damage resulting therefrom.
8.2 Without prejudice to the terms and conditions of any Approved Bank:

(a) you shall monitor your accounts under simplyNETS or any NETS Services at all times and notify the relevant bank(s) immediately of any unauthorized transfers or of any matter concerning your designated accounts that may invite suspicion;

(b) you shall examine all entries in any transaction history in connection with simplyNETS or any NETS Services (“Transaction History”) and report any transactions wrongly made or made without authority or inaccurate entries in the Transaction History (NB: You must object to any transaction (“Transaction”) or any other inaccuracies in writing to us, by calling our NETS hotline at (65) 62741212 or by visiting 351 Braddell Road #01-03 Singapore 579713 within 14 days after the entry appears in the Transaction History. If you do not report the Transaction within 14 days after the entry appears in the Transaction History, the Transaction will be deemed correct except where, and only to the extent that, you have conclusively established in the Courts of Singapore that a manifest error or fraud has been committed by us, or the Transaction has been determined by the relevant Approved Bank to be an unauthorised transaction and the Approved Bank has informed us of the same, in which case the relevant Approved Bank’s terms and conditions will govern.)

8.3 NETS may impose or vary the fees payable for your access to and use of the simplyNETS or any NETS Service as well as for the closure or termination of the simplyNETS Service or any NETS Service. Such changes shall be deemed effective upon NETS posting these changes on the NETS website at www.nets.com.sg (“Website”) or notifying you via a notification. You are deemed to accept such changes if you continue to use the simplyNETS or any or any NETS Service. Further and without prejudice to the foregoing, you may also be required to pay the following (where applicable):

(a) service charges or fees payable in connection with use of the simplyNETS or transactions made thereunder on your Enabled Device, including such charges or fees imposed by equipment vendors, software companies, internet or communication services providers or other third parties;

(b) any service charges / administration fees for any action taken by us in carrying out any of your instructions and/or requests relating to your use of the simplyNETS, whether such service or action is referred to or contemplated in this Agreement or otherwise.

8.4 Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by calling our Customer Service Hotline or by notifying us in writing. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset your device password. In certain circumstances, we may also require you to make a police report accompanied by written confirmation of the loss/theft/misuse/disclosure and any other information that we may require. If a lost or stolen Enabled Device is subsequently retrieved, you must take steps to secure all User Credentials and comply with such registration and security procedures as required.

9 DISCLAIMER OF WARRANTIES AND LIABILTY

9.1 The access to and use of the simplyNETS or any NETS Service is offered to you on an “as available, where available” basis.

9.2 To the maximum extent permitted under applicable law, NETS, the Approved Banks and their respective officers, employees, contractors or agents shall not be liable for any loss (including any indirect, special or consequential losses), damages, expenses, claims, liabilities and costs (including cost on a full indemnity basis) suffered by you or any third party arising from and in connection with your registration with, access to and use of the simplyNETS or any NETS Service except where such loss is attributable to our gross negligence or wilful default. Without prejudice to the generality of the foregoing, NETS will not be liable for any inconvenience, loss, cost, damage or injury suffered by you or any third party arising from or caused by any of the following:

(a) any delay, suspension, discontinuance or failure of simplyNETS or any NETS Service or associated account or features;

(b) if use of your Enabled Device should be rejected by a service provider or any terminal or if we refuse for any reason to authorise any transaction;

(c) your inability to effect or complete any transaction due to system maintenance or breakdown/non-availability of the simplyNETS or any NETS Service, or any network, hardware or software of NETS or of third party recipients;

(e) use of your Enabled Device and the simplyNETS or any NETS Service by third parties, whether authorized or unauthorized by you;

(f) any transfer of funds to the wrong mobile number, the wrong recipient or wrong third party;

(g) theft or loss of your Enabled Device on which the simplyNETS or any NETS Service is installed;

(j) any malfunction, defect or error in any terminal including errors in TID used to process transaction or to facilitate the usage of the simplyNETS or any NETS Service, or of other machines or system of authorisation whether belonging to or operated by us or other persons or the inability of any terminal, machine or system to accurately, properly or promptly transmit, process or store any data;

(i) any delay or inability on our part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, terrorism, civil disturbance or any event outside our reasonable control or the reasonable control of any of our servants, agents or contractors;

(j) any damage to or loss or inability to retrieve any data or information that may be stored in the simplyNETS or any NETS Service, or any microchip or circuit or device in your Enabled Device or the corruption of any such data or information, howsoever caused;

(k) any claim, loss, damage, delay, inability to use, or any mistake or error arising in connection with any hardware, software or service used or provided in connection with any Enabled Device, simplyNETS, any NETS Service or any inability to use the same;

(l) any breach of any obligation of confidentiality by any third party provider of any service or facility associated with any Enabled Device or simplyNETS or any NETS Service (NB: You acknowledge and understand that use of the simplyNETS involves the transmission of your personal data and transaction details through third parties which we are unable to control, and we are not responsible or liable to you for their performance or the non-performance of their obligations to you);

(m) any loss, theft, use or misuse of any Enabled Device, or disclosure of your User Credentials;

(n) any failure by us to effect use of the simplyNETS or any NETS Service due to your non-payment for any services or your breach of this Agreement or any NETS Service Agreement;

9.3 NETS shall not be responsible in any way for any direct, indirect, special or consequential, economic or other damages arising in any way from your entering into any transaction, using the simplyNETS.

9.4 You acknowledge and agree that this simplyNETS may use transmissions over the Internet which are never completely private or secure. You understand that any personal data, message or information which you send in the course of the use of the simplyNETS may be made public on the simplyNETS. Use of the simplyNETS is entirely at your own risk.

10 INDEMNITY

You shall, to the maximum extent permitted under applicable law, indemnify and hold harmless NETS and the Approved Banks in respect of any and all damages, losses, costs (including costs on a full indemnity basis), expenses, claims, proceedings or actions suffered or incurred by NETS, the Approved Banks or any third party by reason of (i) any breach or non-compliance by you of this Agreement or (ii) NETS or the Approved Banks in enforcing any of this Agreement, NETS Service Agreement, or preventing any breach thereof.

11 CONCLUSIVE STATEMENTS

Our records (including electronic, computer and microfilm stored records) of all matters relating to the Transactions, Transaction History or any matter relating to the simplyNETS or any NETS Service at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever.

12 TERMINATION

12.1 We may suspend or terminate simplyNETS or any NETS Service (or your use of simplyNETS or any NETS Service) at any time and for any reason by giving you notice by such notification method as we may choose, including through our NETS website, in local newspapers, in displays at NETS office or via publication through any media. Such termination shall be effective on the date specified in the notice.

12.2 Should you decide to terminate your use of simplyNETS or any NETS Service you are to inform us by contacting us (by calling our NETS hotline at (65)2741212 or visiting NETS office) and instructing us to close your account.

12.3 Upon termination of your use of the simplyNETS or any NETS Service in accordance with this clause, you shall immediately cease to use the simplyNETS and (where applicable) remove any Enabled Device issued to you by retuning it to NETS and uninstalling and deleting any software in any Enabled Device that you own. For the avoidance of doubt, we shall be entitled to charge you any outstanding charges for all any transactions for which you are liable to pay us before and after the termination of your use of the simplyNETS or any NETS Service.

12.4 You shall not be entitled to any payment, compensation or damages from NETS in relation to the termination of your access to and use of the simplyNETS or any NETS Service.

12.5 NETS’ right to suspend or terminate your access to and use of the simplyNETS or any NETS Service shall be without prejudice to any other rights or remedies which NETS may have under this Agreement and at law.

13 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B)

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement. For the avoidance of doubt, each of the Approved Banks are entitled to the benefit of, and to enforce, all provisions of this Agreement conferring rights, exemptions or benefits on them.

14 GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. You hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of Singapore for all purposes in relation to this Agreement.

14.2 This Agreement may be translated into other languages but in the event of any inconsistency or uncertainty arising therefrom, this English version shall prevail over any other version.

Annex A

Core simplyNETS Services & links to corresponding NETS Services Agreements

Optional NETS Services Agreement links & links to corresponding NETS Services Agreements

Annex B

Pricing for simplyNETS

Annex 20 : NETS CLICK SERVICE STANDARD TERMS AND CONDITIONS

NETS Click is owned and operated by Network for Electronic Transfers (Singapore) Pte Ltd (“NETS“).

By making an application to integrate the NETS Click function with your Merchant App (as defined below), and subject to the acceptance of your application by NETS, you (also referenced as the “Merchant“) hereby agree to these NETS Click Service Standard Terms and Conditions in addition to the T&C together with all schedules hereto (collectively, the “NETS Click Service Terms“). Please read them carefully.

1 IMPLEMENTATION & INTEGRATION OF THE MERCHANT APP SYSTEM WITH THE INTEGRATED SYSTEM

1.1 Each Party shall execute Integration Work in accordance with the Implementation Plan and Milestones set out therein.

1.2 Merchant shall ensure that it, Merchant App System, Merchant Deliverables, and its Integration Work complies with all Requirement Specifications and ensure that the same meets all Acceptance Criteria in all Acceptance Tests, to achieve Acceptance and the issuance of an Acceptance Certificate by NETS in accordance with the terms of these NETS Click Service Terms.

1.3 Upon successful completion of the Acceptance Tests, each Party shall jointly monitor the deployment with the other Party. Merchant shall use its best efforts to refine or update Merchant App System pursuant to such reasonable requests as NETS may require to ensure that Merchant App System, in interoperation and integration with the Integrated System, meets such operational criteria that the Regulatory Authorities and/or NETS may issue and/or require, at their sole and absolute discretion from time to time, and remains in conformance with the Requirement Specifications.

1.4 Merchant agrees that NETS and the Integrated System shall be subjected to the monitoring, reporting and review by the Regulatory Authorities as part of the Project, and shall provide all assistance to the same at NETS’s request.

1.5 The Parties shall each appoint a project manager to assume overall responsibility for their respective roles and obligations under these NETS Click Service Terms, with responsibility and authority to decide on all administration, technical and other matters relating to each Party’s obligations under these NETS Click Service Terms. The respective scope of responsibility of each Party’s appointed project manager will include the following:

(a) co-ordinating all development work in respect of the Implementation Plan and/or Acceptance Tests, including overseeing the performance and quality thereof;

(b) arranging and attending (personally or by representative), at each Party’s own cost, progress meetings and other meetings at intervals and locations as agreed between the Parties from time to time, to discuss developments and seek to resolve any issues arising. The Parties’ respective project managers shall use all reasonable endeavours to resolve issues arising under these NETS Click Service Terms, but shall refer all problems which are outside their ordinary authority to resolve to appropriate members of the Parties’ senior management;

(d) such other matters as may be agreed between the Parties from time to time.

1.6 Either Party may replace its appointed project manager at any time on prior written notice to the other Party.

2 INTELLECTUAL PROPERTY RIGHTS

2.1 With effect from Effective Date, NETS shall grant to Merchant, a limited, non-exclusive, royalty-free, non-transferable, non-sub-licensable, revocable licence during the Term to use NETS Background IPR for the purposes of fulfilling its obligations under these NETS Click Service Terms and for no other purpose. With effect from Effective Date, Merchant shall grant to NETS a royalty-free, transferable, sub-licensable, non-exclusive, and irrevocable licence during the Term to use, reproduce, adapt, modify, make derivatives and otherwise exploit Merchant Background IPR in connection with the operation, development, maintenance and use of the Integrated System and any other purposes contemplated under these NETS Click Service Terms.

2.2 Each Party agrees and acknowledges that each Party shall retain all right, title and interest in and to the respective Party’s Background IPR and that these NETS Click Service Terms do not transfer or assign any ownership of any Background IPR of either Party to the other Party.

2.3 Subject to clause 2.2, the Parties hereby irrevocably agree, undertake and consent that:

(a) all right, title and interest to the Integrated System IPR, shall be retained by and vest absolutely in NETS to the exclusion of Merchant for the full duration of all such rights and all throughout the world, free from any Encumbrances;

(b) to the extent that if notwithstanding the foregoing, any part of the Integrated System IPR shall at any time accrue to Merchant by operation of law or howsoever otherwise, and whether vested, future and/or contingent, Merchant irrevocably agrees that any and all such Integrated System IPR are and shall be assigned to NETS immediately upon the vesting of such Integrated System IPR in NETS, such that NETS shall become entitled to all right, title and interest in and to the same; and

(c) where sub-paragraph (b) above applies, Merchant shall procure that any Moral Rights comprised in the Integrated System IPR shall be waived, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.

2.4 All rights not expressly granted to under these NETS Click Service Terms are reserved unto each of Merchant and NETS respectively (as the case may be).

2.5 Except as may be expressly stated in these NETS Click Service Terms, nothing in these NETS Click Service Terms shall be construed as NETS granting or conferring any rights to Merchant by licence or otherwise, expressly or impliedly, prior to or after the Effective Date of these NETS Click Service Terms.

2.6 Each Party shall promptly notify the other Party in writing of any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Rights used in connection with these NETS Click Service Terms (“IPR Claim”). Upon written request by a Party, the other Party shall cooperate with and provide reasonable assistance to the requesting Party in relation to the conduct or defence of such claim, at the cost and expense of the requesting Party.

2.7 In the event that there is any IPR Claim arising in connection with NETS’ use or interaction with any of Merchant App System, Merchant Deliverable or Integration Work by Merchant, Merchant shall, at its own cost and expense, either:

(a) procure for NETS the right to continue using the part of the material which is subject to the IPR Claim; or

(b) replace or modify, or procure the replacement or modification of, such material, provided that:

(i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; and

(ii) the replaced or modified item does not have an adverse effect on the Integrated System, provided always that the terms of these NETS Click Service Terms shall also apply to the replaced or modified item;

as NETS may require, without prejudice to any of NETS’ other rights or remedies at law and/or in equity.

2.8 If Merchant elects to procure a licence in accordance with Clause 2.7(a) or to modify or replace a material pursuant to Clause 2.7(b), but this does not avoid or resolve the IPR Claim, then NETS may terminate these NETS Click Service Terms by written notice with immediate effect.

2.9 This Clause 2 shall survive the expiry, suspension or termination of these NETS Click Service Terms for any reason whatsoever. In addition, any licence granted by Merchant pursuant to Clause 2.7(a) shall survive the expiry or termination of these NETS Click Service Terms for any reason whatsoever.

3 INTEGRATION WORK

3.1 Merchant shall carry out Integration Work in a timely and diligent manner, and ensure that each task or Milestone in the Implementation Plan is achieved by the applicable Milestone Date.

3.2 If at any time, Merchant becomes aware that it will not (or is unlikely to) successfully achieve any Milestone by the applicable Milestone Date, it shall within a reasonable time notify NETS in writing of such Delay, the reasons for the Delay, the consequences of the Delay for the rest of the Implementation Plan and how Merchant proposes to mitigate this Delay. Merchant shall deploy all reasonable resources and efforts, and take all reasonable steps, to eliminate or mitigate the consequences of the Delay.

3.3 In the event that there is a dispute about or arising out of a Delay, the Parties shall use best endeavours to resolve the causes of, and mitigate the effects of, the Delay.

3.4 At all times, Merchant shall ensure that:

(a) Merchant’s Personnel is suitably qualified, adequately trained and capable of performing Merchant’s obligations under these NETS Click Service Terms and that there is an adequate number of Personnel;

(b) only those Personnel who are authorised by Merchant are involved in the Integration Work; and

(c) Merchant’s Personnel complies with all policies and procedures of NETS in performing Merchant’s obligations under these NETS Click Service Terms.

3.5 In the event that, in the reasonable opinion of NETS, any member of Merchant’s Personnel is unqualified or unsuited for the performance of Merchant’s obligations under these NETS Click Service Terms, NETS may request that Merchant remove and replace that member. Merchant shall, upon receiving such request, ensure such Personnel member is removed and replaced promptly with another suitably qualified and adequately trained Personnel member.

3.6 Each Party shall ensure and procure that it has obtained or shall obtain all necessary Consents for the performance of its obligations pursuant to these NETS Click Service Terms.

4 NETS’ OBLIGATIONS

4.1 NETS agrees that it shall grant such access to the NETS Click System (or parts thereof), NETS Data or NETS’s APIs as may be relevant and necessary to allow Merchant to perform its obligations under these NETS Click Service Terms or operate its role within the Integrated System.

4.2 NETS may from time to time, at its sole and absolute discretion, release updates to the NETS Click System (or parts thereof) by releasing a new Software Development Kit (“SDK”) and/or a new Application Programming Interface (“API”) by notifying Merchant.

5 MERCHANT’S OBLIGATIONS

5.1 Merchant agrees and undertakes to NETS that it shall grant NETS access to Merchant App System (or parts thereof), Merchant Data or Merchant’s APIs as may be relevant and necessary to allow NETS to perform its obligations under these NETS Click Service Terms or operate its role within the Integrated System.

5.2 Merchant shall not, without prior written approval by NETS, vary, update or modify Merchant App System (or parts thereof), Merchant Data or Merchant’s APIs or any Merchant Deliverable in any way which would deviate from or result in a variance or non-compliance from the Requirement Specifications. In the event that NETS gives its prior written approval, Merchant shall ensure that such variation, update or modification will not adversely impact (at any time, to any degree and in any way) the functioning of the Integrated System.

5.3 Merchant shall not do anything, or omit to do anything, which would cause or permits NETS to become in any way liable for any issues or disputes between Merchant and the user of the Merchant App, the Merchant’s goods or services, the Merchant’s customers and/or NETS Cardholders in connection with:

(a) any issues relating to the interface, functioning, security, performance or other aspect of the Merchant App;

(b) any issue relating to the goods and services provided by Merchant or transaction or agreement in respect thereof;

(c) any loss of any kind (except death or personal injury for which NETS is legally liable), arising from or in connection with end user’s use of the Merchant App, the terms and conditions of the Merchant App, the Merchant App System, and any transactions or dealings with third parties conducted or facilitated through or in connection with the Merchant App.

For the avoidance of doubt, Merchant shall be solely and fully responsible for the Merchant App, Merchant App System, Merchant Data, Merchant’s APIs, Merchant’s Deliverables, Merchant’s goods or services (including delivery, support, refunds, returns and any other ancillary services or products) as well as all dealings with Merchant’s customers, Merchant’s business partners (including any payment settlements between Merchant and its business partners)and/or NETS Cardholders. Under no circumstances shall it be construed that NETS is a contracting party to any transaction between Merchant and any of the Merchant’s customers and/or NETS Cardholders, or that NETS endorses, sponsors, certifies, or is involved in the provision of such goods and/or services obtained and/or purchased through the Integrated System and NETS shall not be liable in any way for any goods obtained and/or purchased from or services rendered by any third party (including Merchant), which shall be the sole responsibility of such relevant third party.

5.4 Merchant shall not do anything, or omit to do anything, which would interfere with the interface, security, transaction flow or any other aspect of NETS Click or the NETS Click System including while functioning within or in interface with the Merchant App and the Merchant App System.

5.5 Unless otherwise agreed in writing between the Parties, Merchant agrees and undertakes to make timely payment of the Fees to NETS for the provision of the NETS Click as set out in the NETS Price Guide (as published and accessible at https://www.nets.com.sg/for-business/pricing/ ) which may be amended by NETS from time to time.

5.6 Merchant agrees and undertakes that NETS Click shall not be enabled on the Merchant App for the purposes of allowing Users to top up any e-wallets or stored value facilities.

5.7 Merchant agrees and undertakes that it shall regularly update and install the new SDKs or APIs released by NETS from time to time for NETS Click. NETS shall not be held responsible nor liable by Merchant for any incompatibilities between any new SDKs or APIs released by NETS and Merchant’s App, including but not limited to where Merchant has not regularly updated nor installed the SDKs and/or APIs released by NETS.

5.8 Merchant agrees and undertakes that it shall keep track of the expiry dates of the digital certificates required to enable the Merchant App System to access the NETS Click System (including, but not limited to, the server and client certificates used for Mutual Transport Layer Security authentication), and shall provide NETS with the renewed certificate details at least four (4) weeks prior to the certificate expiry date. NETS shall not be held responsible nor liable by Merchant for any service availability issues due to a delay in Merchant providing the renewed certificates details to NETS.

5.9 Merchant agrees to not dispute or raise any objections to transactions which are rejected by NETS; as NETS shall, in its sole discretion, determine whether the transactions possess security threats or fraud risks to the NETS System.

6 REFUNDS

6.1 Merchant undertakes to establish or maintain a fair policy of refunds to NETS Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by Merchant. Such refund policies shall be disclosed to NETS Cardholders at the time of purchase. Merchant shall also permit returns and refunds to any NETS Cardholder the price paid for any product or services purchased or procured from Merchant which are unsatisfactory to NETS Cardholder in accordance with such policies and requirements as may be prescribed by NETS from time to time.

6.2 For the avoidance of doubt, the following applies to any refund to NETS Cardholders that is to be executed:

(a) the refund is to be credited back to the originating source of fund;

(b) the refund will only be available where the original transaction took place no more than 90 days prior to the relevant refund request;

(c) any partial refund made through NETS Click Refund shall be limited to three (3) requests per original transaction. Any partial refund request exceeding the stipulated limit per original transaction shall be made by submitting the prescribed refund form to NETS evidencing such refund;

(d) the refund amount shall not exceed the original transaction value;

(e) the total refund amount shall not exceed the Merchant’s sales received on the same day at the point of refund request; and

(f) Merchant’s total sales less total successful refunds shall not be negative.

6.3 If any goods or services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by Merchant for such a transaction or any part thereof in favour of the NETS Cardholder for any reason, Merchant shall make cash refund to the NETS Cardholder through NETS Click Refund or by submitting the prescribed refund form to NETS evidencing such refund or adjustment, and Merchant further agrees that all refunds requests once received by NETS shall not be recalled, cancelled, withdrawn or amended. The prescribed refund form submitted to NETS shall include all of the following details:

(a) the name of Merchant from which the products or services to which the refund relates are purchased;

(b) the address of Merchant;

(d) the transaction currency;

(e) the transaction date (or credit preparation date);

(f) the unique transaction identification number; and

(g) amount of the credit in sufficient detail to identify the relevant Transaction.

6.4 Merchant agrees that where multiple or excess payments have been effected by or on behalf of NETS Cardholders in respect of any Transaction, whether through the Services or through any other existing system of payment, Merchant shall refund or reimburse such NETS Cardholders for such excess payments made and shall keep NETS harmless from and indemnified against any claim related to such excess payments.

6.5 Merchant agrees that NETS shall be entitled to deduct such refunded sums against amounts received through Merchant’s sales by NETS as part of the daily settlement transactions. Additionally, Merchant shall, if NETS so requires, pay to NETS on demand the full amount of any refund granted or made to NETS Cardholder within 3 working days from such NETS’ request pursuant to Clause 6.1.

6.6 Merchant shall be solely and fully liable for any Transaction and/or refund costs which may be incurred from any refunds, including without limitation any fees paid and/or payable to NETS in connection with the refunded Transaction.

7 DISPUTES

7.1 NETS shall not be involved in any dispute or claim that may arise between NETS Cardholders and Merchant, unless the said dispute or claim relates specifically to the use of the NETS Click System in which case the same shall be subject to the relevant terms and conditions governing the use of the NETS Click System prevailing from time to time (including without limitation the terms of this Clause 7) and the dispute or claim was notified to NETS within ninety (90) days of transaction date.

7.2 Notwithstanding the foregoing, NETS may in its sole and absolute discretion, but is not obligated to, assist in the resolution of any dispute between Merchant and any NETS Cardholders upon Merchant’s written request, provided that both Merchant and the relevant NETS Cardholders undertake in writing that NETS’ determination of the dispute or claim shall be final and conclusive.

7.3 Without prejudice to the foregoing, in the event where NETS chooses to assist in the resolution of a dispute or claim pursuant to Clause 7.2, then:

(a) Merchant shall, and shall procure the Merchant’s Participating Bank, to:

(i) furnish and provide all the particulars relating to the Merchant’s Bank Account in connection with the Transaction that is in dispute or is the subject of a claim; and

(ii) provide such documents and/or information as requested by NETS, including without limitation the records of the Transaction, within such time period as specified by NETS, failing which, NETS has the sole and absolute discretion to determine the dispute or claim without reference to the records of the Transactions provided by Merchant; and

(b) each Party acknowledges and agrees that:

(i) the records of the Transactions provided by Merchant and NETS shall be the sole basis of settling the aforesaid dispute or claim; and

(ii) where there are discrepancies between records of the Transactions recorded by NETS, Merchant and (where applicable) the Foreign Switch, the records of NETS shall prevail, and the discrepancies shall be jointly investigated by NETS and Merchant using information from both Parties whenever appropriate, and proper adjustments (if any) shall be made accordingly. Merchant shall reimburse NETS the reasonable costs and expenses taken to investigate and collate the relevant information in connection with such disputes or claims.

7.4 Notwithstanding any other provision of these NETS Click Service Terms and/or any authorisation which has been given by the bank to Merchant for such Transaction, in the event of any disputes between Merchant and any third party, NETS shall be entitled, at any time without notice to Merchant and at its sole and absolute discretion and without liability or disclosing or assigning any reason to Merchant, to (i) refuse full or partial payment of the disputed sums to Merchant for the amount of a Transaction; (ii) set-off such disputed sums against any settlement amounts payable by NETS to Merchant; (iii) seek immediate reimbursement of such disputed sums from Merchant and/or the Merchant’s bank or the Merchant’s Bank Account (in which case such disputed sums are to be deposited to the specified NETS’ bank account within five (5) working days), including without limitation, disputes (or allegations) which relate to any of the following:

(a) fraud;

(b) lost or stolen payment cards, credentials, tokens or other means of authenticating payment authorisations in connection with the Transaction;

(d) NETS Cardholder disputes or denies that the Transaction was effected by him;

(e) late or inappropriate presentment of any card, credentials, tokens or other means of authenticating payment;

(f) incorrect Transaction details including incorrect codes, currencies, amounts, account numbers;

(g) duplicate processing;

(h) payment by other means rendering payment under the Transaction invalid or duplicate payment;

(i) the submission of invalid data by any party to the Transaction or their representatives or acquirer or issuer (as the case may be);

(j) non-receipt of merchandise or services;

(k) the goods sold or services provided by Merchant are returned or rejected by NETS Cardholder for any reason whatsoever, including any exercise of the NETS Cardholder’s rights under the Consumer Protection (Fair Trading) Act;

(l) in NETS’ reasonable opinion, NETS Cardholder justifiably disputes liability for the Transaction for any reason;

(m) cancellations including cancellations of recurring charges;

(n) cancellation of order for merchandise or services;

(o) receipt of counterfeit merchandise;

(p) misrepresentation; or

(q) there has been a breach by Merchant of any of its obligations under the provisions of these NETS Click Service Terms not specified in this Clause 7, or of any other agreement entered into between Merchant and NETS, or of any other obligation whatsoever owed by Merchant to NETS whether related to these NETS Click Service Terms or otherwise, or any Applicable Law.

7.5 Without prejudice to any of the foregoing, the Merchant acknowledges and agrees that NETS shall be entitled to issue warnings, impose additional administrative charges or such other actions as may be required if the number of disputes or claims between NETS Cardholders and Merchant exceeds the prescribed thresholds (as prescribed by NETS in the Annex, which may be amended by NETS from time to time). The Merchant further undertakes to keep NETS and its Representatives fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, judgments, proceedings, liabilities, costs and expenses of whatsoever nature (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that NETS and/or its Representatives may incur or suffer in connection with or arising from any disputes or claims between NETS Cardholders and Merchant. NETS shall also be entitled to set-off such administrative charges against any settlement amounts payable by NETS to Merchant.

7.6 Merchant hereby expressly and irrevocably permits and authorises the NETS as well as any of its employees, agents, officials and officers to debit and/or instruct the Merchant’s bank to debit from the Bank Accounts such amounts as may be required for the purposes of this Clause 7 as NETS deems necessary or expedient in its sole and absolute discretion without prior reference to Merchant.

8 ACCEPTANCE OF MERCHANT APP SYSTEM, MERCHANT DELIVERABLES AND INTEGRATION WORK

8.1 This Clause 8 shall apply in connection with any Acceptance Testing to be conducted in respect of Merchant App System, Merchant Deliverable or Integration Work by Merchant.

8.2 Merchant shall conduct the Acceptance Tests in respect of Merchant App System, Merchant Deliverable or Integration Work by Merchant. Merchant shall ensure that Merchant App System, Merchant Deliverable or Integration Work by Merchant is ready for the commencement of the Acceptance Tests and shall issue to NETS a written notice that the same is ready for such testing.

8.3 If Merchant App System, Merchant Deliverable or Integration Work by Merchant meets all Acceptance Criteria, NETS will notify Merchant in writing by way of issuing an Acceptance Certificate.

8.4 If any Acceptance Test Issues are identified in the course of Acceptance Testing, NETS may, by written notice to Merchant within thirty (30) days after the conduct of the first Acceptance Test:

(a) request a further repeat test; or

(b) conditionally accept Merchant App System, Merchant Deliverable or Integration Work by Merchant (or any part of the foregoing thereof) subject to such change of Acceptance Criteria, after taking into account all the relevant circumstances.

8.5 Each Party hereby warrants to the other Party that it shall, during the Term, cooperate with and provide to the other Party, at Party’s own cost, with all such assistance as may from time to time reasonably be required by either Party in the process of Acceptance Testing.

9 USE OF MARKETING COLLATERAL WITHIN MERCHANT APP

9.1 Subject always to the terms and conditions of these NETS Click Service Terms and the due and timely performance by Merchant of its obligations under these NETS Click Service Terms, upon written request from Merchant, NETS agrees to (a) provide Merchant with a digital copy of the relevant NETS Trade Marks, and (b) grants to Merchant a limited, non-exclusive, revocable, royalty-free, non-sub-licensable and non-transferable licence to use the NETS Trade Marks solely in connection with the marketing and promotion of the availability of the NETS Click service in the Merchant App. All rights not expressly granted by NETS to Merchant in connection with the NETS Trade Marks pursuant to these NETS Click Service Terms are hereby reserved unto NETS.

9.2 Merchant hereby grants to NETS a non-exclusive, irrevocable, royalty-free, sub-licensable and transferable licence to use the Merchant Trade Marks in connection with the marketing and promotion of the Integrated System. All rights not expressly granted by Merchant to NETS in connection with the Merchant Trade Marks pursuant to these NETS Click Service Terms are hereby reserved unto Merchant.

9.3 The Parties agree that all goodwill and other rights, if any, generated or associated with the use of each Party’s Trade Marks by the other Party in the course of the performance of its obligations under these NETS Click Service Terms will at all times be deemed to have accrued and enured to the sole benefit of the Party which is the owner of the Trade Marks.

9.4 Each Party warrants, represents and undertakes to the other Party that during Term:

(a) each Party’s Trade Marks are used and applied in accordance with any notices and guidelines which each Party may notify to the other Party from time to time;

(b) each Party’s Trade Marks shall not be used in any manner which:

(i) would bring into disrepute or otherwise reduce or diminish the goodwill, reputation, image or prestige of each Party or each Party’s Trade Marks;

(ii) would or might jeopardise or invalidate each Party’s registration or application for registration of each Party’s Trade Marks;

(iii) might assist or give rise to any application to remove each Party’s Trade Marks; or

(iv) which would otherwise prejudice or be inconsistent with each Party’s rights, title and interest in each Party’s Trade Marks.

(c) act conscientiously and in good faith and use best efforts to engage in advertising and marketing with all due care and diligence; and

(d) give due consideration to all concerns of the other Party and generally (without prejudice to any other obligations in these NETS Click Service Terms) to act in such manner as it thinks best to fulfil its obligations under these NETS Click Service Terms;

9.5 Each Party shall not hold itself out in any way as having the authority to bind the other Party in any way, or permit any third party or other person to assume or believe the same and shall not act in a way which will incur any liabilities on behalf of the other Party nor to pledge the credit of the other Party.

10 PERSONAL DATA & MERCHANT USER TOKEN

10.1 For the purposes of this Clause 10, “process” shall have the meaning ascribed to it in the PDPA.

10.2 Each Party shall duly observe all the requirements under the PDPA in connection with these NETS Click Service Terms, and that it shall not, in respect of Personal Data to be processed under or in connection with these NETS Click Service Terms, do any act or make any omission which puts NETS in breach of its obligations under the PDPA. Each Party acknowledges and agrees that where the processing of any Personal Data is carried out by NETS and/or NETS’ service providers on Merchant’s behalf, NETS and its service providers are data intermediaries within the meaning of the PDPA.

10.3 Without prejudice to the generality of Clause 10.2, in respect of Merchant Data, Merchant shall obtain all the consents necessary and/or otherwise complying with requirements to establish a lawful basis for the disclosure of Merchant Data to NETS, for the collection, use, and disclosure and processing of such Merchant Data by NETS for the purposes contemplated under these NETS Click Service Terms.

10.4 Merchant shall ensure that the MUT is securely stored and/or used at all times and undertake best efforts to secure the MUT from being misappropriated or misused. Merchant agrees to alert NETS promptly of possible incident (including any security breaches, alerts or other indications that there may have been unauthorised or unsecure storage, access, disclosure or use of the MUT).

10.5 Merchant shall, at all times during and after the Term, indemnify NETS and keep NETS indemnified against all Loss incurred by, awarded against or agreed to be paid by NETS arising from any breach of Merchant’s obligations under this Clause 10.

10.6 This Clause 10 shall survive the expiry, suspension or termination of these NETS Click Service Terms for any reason whatsoever

11 REPRESENTATIONS AND WARRANTIES

11.1 Parties each represent, warrant and undertake to each other that:

(a) it has the full capacity and authority to enter into these NETS Click Service Terms, perform all its obligations under these NETS Click Service Terms and to enter into any other documents to be entered into by it hereunder;

(b) these NETS Click Service Terms is executed by a duly authorised Representative of each Party;

(c) these NETS Click Service Terms constitute valid, binding and enforceable obligations of each Party in accordance with the terms;

(d) the execution of these NETS Click Service Terms and the performance by each Party of its obligations under them will not:

(i) result in a breach of any provision of the constitution of either Party;

(ii) result in a breach of, or constitute a default under, any instrument, agreement or arrangement to which either Party is a party or by which either Party is bound; or

(iii) result in a breach of any order, judgment or decree of any court or governmental agency to which either Party is a party or by which either Party is bound.

11.2 Without prejudice to the foregoing, Merchant hereby warrants, represents and undertakes to NETS that:

(a) no steps have been taken by Merchant nor have any legal proceedings been started or threatened for its winding up or for the appointment of a receiver, trustee or similar officer of any of its assets;

(b) it is not engaged in any pending, threatened or on-going litigation or arbitration proceedings, whether as plaintiff, defendant or otherwise, or regulatory or administrative investigation or proceedings which may affect Merchant’s performance of its obligations under these NETS Click Service Terms;

(c) it is not aware of any event that may entail Merchant defaulting on its obligations under these NETS Click Service Terms;

(d) the information submitted by it in the Application Form, including the checklists filled out by Merchant as part of the Merchant’s application are true and accurate as at the date of submission to NETS;

(e) it has, and will continue to hold and maintain all necessary Consents including, (if its circumstances and/or procedures so require, the consent of its parent company) necessary for the performance of its obligations under these NETS Click Service Terms;

(f) Merchant App System, Merchant Data, Merchant Deliverables or Integration Work, and Merchant Background IPR shall at all times be free from Viruses;

(g) it may use Open Source Software as part of Merchant Technology, if the Merchant (i) undertakes to indemnify NETS fully for all risks, liabilities, losses, litigation and third party claims, security breaches, directly or indirectly arising from or associated with using Open Source Software, (ii) if NETS is granted upon demand, in response to any audit or security incidents arising in relation to NETS Click, the full details of the Merchant Technology which includes such Open Source Software and in what manner it is included, together with full details of which licence(s) apply to such Open Source Software, and all security and risk management frameworks and assessments performed in relation to the open source software used, and (iii) Merchant undertakes to implement appropriate and effective security patches in a timely fashion, to adequately remediate and mitigate any reported vulnerabilities arising from the risks of the use of Open Source Software;

(h) it has, and will continue to have, all necessary rights in and to Merchant Deliverables;

(i) all Merchant Deliverables used by or on behalf of NETS pursuant to these NETS Click Service Terms will:

(i) be currently supported versions of those Merchant Deliverables;

(ii) be free of material defects and errors; and

(iii) perform in accordance with the user manuals and the published specifications for such Merchant Deliverables;

(j) the provision of Merchant Deliverables in connection with these NETS Click Service Terms and Merchant’s use thereof does not infringe any rights of any third party (including Intellectual Property Rights ) and shall not expose NETS to any claim, action or proceeding, including any IPR Claim;

(k) the use of Merchant Deliverables by NETS in any way, including performance of the Integration Work shall not do or cause or permit anything which may damage or adversely affect NETS Background IPR or the Integrated System IPR, or NETS’s title to NETS Background IPR or the Integrated System IPR or NETS’s ability to exploit NETS Background IPR or the Integrated System IPR, nor assist or allow others to do so;

(l) it will execute all documents and do all such acts as NETS may require to perfect the assignment of any Integrated System IPR and/or any right, title and interest under these NETS Click Service Terms;

(m) Merchant’s obligations shall be performed in compliance with all Applicable Law;

(n) it has not relied on any undertaking, conduct or representation from or on behalf of NETS except as expressly set out in these NETS Click Service Terms;

(o) it has entered into these NETS Click Service Terms based on its own independent judgment and evaluation after having had the opportunity to take legal advice and has not been induced to enter into these NETS Click Service Terms; and

(p) it shall discharge its obligations pursuant to these NETS Click Service Terms with all due skill, care and diligence.

11.3 Without prejudice to the foregoing, NETS hereby warrants, represents and undertakes to Merchant that it shall discharge its obligations pursuant to these NETS Click Service Terms with all due skill, care and diligence, and that NETS’ systems, data, deliverables or integration work, background IPR shall at all times be free from Viruses.

11.4 All NETS Background IPR and/or NETS Data provided to or licensed by NETS to Merchant under these NETS Click Service Terms are provided on an “as-is” basis. Any conditions, warranties or other terms in respect of such Intellectual Property Rights implied by statute or common law are excluded from these NETS Click Service Terms to the fullest extent permissible by law, including without limitation, any implied warranty of merchantability or fitness for any particular purpose or any warranty that any use of any Intellectual Property Rights will not infringe or violate any Intellectual Property Rights of any other third parties.

12 LIMITATION OF LIABILITY

12.1 Notwithstanding any other provision of these NETS Click Service Terms, in no event shall NETS be liable for:

(a) any loss, damage or expense caused by or attributable in whole or in part to the Merchant’s own act, omission, default or failure to perform its obligations hereunder;
(b) any indirect, incidental, consequential, special or exemplary costs, claims, expenses, loss or damages, even if informed of the possibility of such costs, claims, expenses, loss and damage;
(c) any loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment;
(d) any access and/or use of the NETS Background IPR and/or NETS Data by any third parties purporting to be Merchant or purporting to act under Merchant’s authority;
(e) any matters related to any disputes between any of NETS Cardholders and Merchant;

12.2 NETS’ maximum liability for all claims, suits, demands, actions or other legal proceedings under, arising out of or relating to these NETS Click Service Terms, the NETS Background IPR and/or NETS Data, the NETS Click System and/or NETS Click service, whether based on an action or claim in contract, negligence, tort or otherwise, shall not exceed S$100.

12.3 Merchant agrees and acknowledges that it is the best judge of the value and importance of the Merchant Data, whether in physical form or stored in electronic medium, and Merchant shall be solely responsible for taking all necessary steps and precautions to ensure, and to maintain in the event of loss for any reason, the integrity and the security of the Merchant Data.

13 INDEMNITY

13.1 Merchant irrevocably undertakes to keep NETS and its Representatives fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, judgments, proceedings, liabilities, costs and expenses of whatsoever nature (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) (“Loss”) that NETS and/or its Representatives may incur or suffer in connection with or arising from any breach (actual or alleged) by Merchant of these NETS Click Service Terms and/or any default by Merchant of its obligations hereunder including but not limited to third party claim of infringement of its Intellectual Property Rights based on NETS’s use of Merchant App System, Merchant Deliverables and Integration Work by Merchant, and any Merchant Background IPR. The rights of NETS hereunder are in addition to (and not in substitution of) all other rights and remedies available to NETS either at law, in equity, under contract or otherwise, for such breach or threatened breach, including specific performance and recovery of monetary damages.

13.2 This Clause 13 shall survive the expiry, suspension, or termination of these NETS Click Service Terms for any reason whatsoever.

14 TERM & RELATIONSHIP WITH OTHER AGREEMENTS BETWEEN THE PARTIES

14.1 These NETS Click Service Terms shall commence on the Effective Date and shall continue for a term of two (2) years (“Initial Term”), and shall subsequently be automatically renewed for additional terms of one (1) year (“Extended Term”), unless earlier lawfully terminated in accordance with the terms of these NETS Click Service Terms.

14.2 Except where expressly agreed and recorded under these NETS Click Service Terms, the Parties agree that these NETS Click Service Terms shall be independent of and shall not be construed together, or applied in conjunction with (whether by incorporation or other means) any other agreements as may have been (or is subsequently) concluded between the Parties whether or not the terms of such other agreements may actually or potentially (by construction or application of the terms of such other agreements) apply in any way to the subject matter of these NETS Click Service Terms.

15 TERMINATION

15.1 NETS may terminate these NETS Click Service Terms at any time on the occurrence of any of the following events:

(a) if Merchant commits a breach of any of the terms and conditions contained in these NETS Click Service Terms, which breach is capable of being remedied, and fails to remedy such breach within fifteen (15) days of receiving written notice of such breach from NETS;

(b) by notice in writing of not less than one (1) month to Merchant if Merchant commits a material breach of any of the terms and conditions contained in these NETS Click Service Terms and such breach is incapable of being remedied;

(c) NETS had resolved a dispute in accordance to Clause 7 and the dispute is dishonoured or otherwise refused by Merchant for any reason; and/or

(d) Merchant has, in NETS’ reasonable opinion, an excessive number of disputes with NETS Cardholders, and Merchant has failed to bring down the number of disputes to an acceptable level after such period as determined by NETS by its sole and absolute discretion.

15.2 Without prejudice to any other right or remedy,

(a) Merchant may terminate these NETS Click Service Terms with three (3) months’ notice in writing to NETS during the Extended Term; and

(b) NETS may terminate these NETS Click Service Terms for convenience at any time by giving three (3) months’ notice in writing to Merchant.

15.3 Notwithstanding anything else in these NETS Click Service Terms, and without prejudice and in addition to any other rights or remedies which NETS may have under these NETS Click Service Terms or at law (including, but not limited to any other rights of termination as set forth in these NETS Click Service Terms, or at law), to the maximum extent permissible under Applicable Law, NETS may terminate these NETS Click Service Terms immediately by giving written notice to Merchant in the event that Merchant:

(a) is deemed by any Applicable Law to be insolvent or unable to pay its debts, admits it is insolvent or unable to pay its debts, or becomes or is declared insolvent or unable to pay its debts; or

(b) is the subject of any actual, threatened or proposed corporate action, proceedings, or other procedure or step, relating to its insolvency, including but not limited to bankruptcy, liquidation, provisional liquidation, winding up, receivership, judicial management, administration, administrative receivership, moratorium, scheme of arrangement, reorganization, controlled management, dissolution, or any equivalent or analogous proceeding or regime under the laws applicable to Merchant.

16 EFFECT OF TERMINATION

16.1 Upon the termination of these NETS Click Service Terms (howsoever caused):

(a) all rights and obligations of the Parties under these NETS Click Service Terms shall cease;

(b) those rights or obligations of the Parties under any provisions which are expressly or by implication intended by the Parties to survive termination, shall survive and continue after termination of these NETS Click Service Terms and shall bind the Parties, its successors and assignors. Expiry or termination of these NETS Click Service Terms shall not affect or prejudice any accrued right or liability of either Party or any other obligation surviving termination or any rights or remedies of any Party under these NETS Click Service Terms or at law; and

(c) Merchant shall deliver to NETS all material relating to NETS Background IPR and NETS’ Personal Data, and all copies of NETS Background IPR and NETS’ Personal Data which is in the possession or control of Merchant, and shall destroy all remaining copies of such data and information at NETS’ request, and provide NETS’ with confirmation of the same.

16.2 Save for where expressly stated, the rights of termination provided in Clause 15 shall not be exclusive and are in addition to any of the other rights provided by these NETS Click Service Terms or by law or equity. The termination of these NETS Click Service Terms shall not prejudice the rights and remedies of any Party in respect of any breach or antecedent breach by the other Party of any of its obligations under these NETS Click Service Terms. The termination or expiration of these NETS Click Service Terms shall in no way relieve any Party from its obligations to pay the other Party any sums accrued hereunder prior to such termination or expiration.

16.3 Without prejudice to any other rights or remedies NETS may have hereunder or at law, in the event of termination by NETS pursuant to Clause 16.1, all Loss, damage and additional costs reasonably incurred by NETS shall be payable by Merchant to NETS.

17 GENERAL

17.1 Each Party to these NETS Click Service Terms shall bear its own legal and other costs and expenses of and incidental to these NETS Click Service Terms.

17.2 Both Parties shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these NETS Click Service Terms, to give to the other Party the full benefit of these NETS Click Service Terms, and to provide such assistance and record as the other Party may reasonably request in connection with any tax return, tax investigation or audit, judicial or administrative proceeding or other similar matter relating to the other Party.

17.3 Any date, time or period mentioned in any provision of these NETS Click Service Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

18 DEFINITIONS AND INTERPRETATIONS

18.1 In these NETS Click Service Terms, the following words and expressions shall have the meanings respectively assigned to them hereunder unless the context otherwise requires:

Acceptance	means, in relation to Integration Work by Merchant, NETS having issued an Acceptance Certificate unconditionally in respect thereof, upon being satisfied that the same meets or exceeds relevant Acceptance Criteria (and “Accepted” shall be construed accordingly);
Acceptance Certificate	means the form of certificate served on Merchant by NETS to acknowledge Acceptance;
Acceptance Criteria	means, in relation to Integration Work by Merchant, the criteria established by NETS to test that same performs in such a manner that is in compliance with the Requirement Specifications;
Acceptance Test	means the tests to be carried out by Merchant in accordance with these NETS Click Service Terms to ensure that the Merchant App and Integration Work meet or exceed the Acceptance Criteria (and “Acceptance Testing” shall be construed accordingly);
Acceptance Test Issue	means issues identified by either Party during the conduct of the Acceptance Tests where Integration Work by Merchant do not meet the Requirement Specifications;
API	means Application Programming Interface, a set of routines, protocols and tools that constitute an interface, or facilitate interaction between systems;
Applicable Law	means any of the following: (a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time; (b) the common law and the law of equity; (c) any binding court order, judgment or decree; and (d) any applicable and mandatory industry code, policy or standard enforceable by law.
Background IPR	means any and all Intellectual Property Rights that are owned by or licensed to either Party and which are or have been developed independently of these NETS Click Service Terms (whether prior to the Effective Date or otherwise), including Merchant Background IPR and the NETS Background IPR;
Conditional Acceptance	means acceptance by NETS of Integration Work by Merchant, or any part thereof, provided that all relevant conditions agreed between the Parties in accordance with Requirement Specifications are met (and “Conditions” and “Conditionally Accept” shall be construed accordingly);
Consents	means all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the development and deployment of the Integrated System;
Delay	means a delay in achievement of a Milestone;
Deliverables	means any work product, hardware, equipment, software and/or software to be supplied by a Party as part of the Integration Work (and “Merchant Deliverables” shall have corresponding meanings);
Effective Date	means the commencement date of collaboration as notified in writing by NETS to Merchant upon NETS’ approval of Merchant’s application as contained in its Application Form;
Encumbrance	means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect and “Encumbered” means the creation of any Encumbrance;
Foreground IPR	means any and all Intellectual Property Rights (but excluding the Background IPR) generated in the course of these NETS Click Service Terms;
Implementation Plan	means the implementation plan, as may be updated by Parties from time to time, pursuant to which each Party shall carry out its obligations;
Integrated System	means, in combination, Merchant App System, NETS Click System, any Implementation Work, each and together as integrated and deployed for the execution and operational use in the Project;
Integrated System IPR	means any and all Foreground IPR generated by NETS and/or Merchant in connection with executing the Integration Work in respect of the Integrated System, including any future developments and enhancements that NETS and/or Merchant may build and/or introduce;
Integration Work	means the integration work to be executed in order to integrate the Merchant App System and NETS Click System and for the development and deployment of the Integrated System;
Loss	has the meaning ascribed to it in Clause 13.1;
Merchant App	means the Merchant’s application which is used by Users in respect of the Merchant’s goods and/or services;
Merchant App System	means the system used for the Merchant App, which, in conjunction with the NETS Click System, facilitates the User’s Transactions involving NETS Click;
Merchant Background IPR	means any and all IPRs that are owned by or licensed to Merchant and which are or have been developed independently of these NETS Click Service Terms whether prior to the Effective Date or otherwise, including all Intellectual Property Rights in and to Merchant Technology, Merchant Data, Merchant App System and Merchant Trade Marks;
Merchant Data	means all data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to NETS by Merchant pursuant to these NETS Click Service Terms, or which NETS processes, hosts or stores for or on behalf of Merchant under these NETS Click Service Terms;
Merchant Technology	means the software owned by or licensed to Merchant, including software relating to Merchant App, the Merchant App System and any Third Party Software, which may be required for the purposes of executing Merchant’s obligations or facilitating NETS’s collaboration with Merchant, under these NETS Click Service Terms;
Merchant Trade Marks	means, the trademarks set out in the Merchant’s application and/or any other trade mark which the Parties agree to include from time to time;
Merchant User Token or “MUT”	means the token (and any associated User data) issued through the Integrated System for use by the Merchant App System as means of authenticating the User in processes which effect User’s Transactions or activities involving the interoperation between the Merchant App System and the NETS Click System;
Milestone	means an event or task described in the Implementation Plan which, if applicable, shall be completed by the relevant Milestone Date;
Milestone Date	means the date set against the relevant Milestone in the Implementation Plan, by which the Milestone shall be completed;
Moral Rights	means the rights as described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any law, that exist or that may come to exist, anywhere in the world, in relation to any works or other subject matter;
Mutual Transport Layer Security or “MTLS”	means the security configuration that enables two-way authentication between NETS and Client by means of digital X.509 certificates;
NETS Background IPR	means any and all Intellectual Property Rights that are owned by or licensed to NETS and which are or have been developed independently of these NETS Click Service Terms whether prior to the Effective Date or otherwise, including the Intellectual Property Rights in and to the NETS Technology, NETS Data and NETS Trade Marks;
NETS Click	means service marketed by NETS as “NETS Click” or other name which involves the creation of a pre-authentication token to be used on or with the Merchant App, where the user can essentially execute a one-click payment to Merchant within that Merchant’s App;
NETS Click Refund	means a feature of NETS Click service for facilitating partial and/or full refunds for goods and services provided by Merchant;
NETS Click System	means the system and network belonging to and operated by NETS and upon which NETS Click would be operating on;
NETS Data	means all data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to Merchant by NETS pursuant to these NETS Click Service Terms, or which Merchant generates, processes, hosts or stores for or on behalf of NETS under these NETS Click Service Terms;
NETS Technology	means all software owned by or licensed to NETS, including any software arising from or in connection with the NETS Click System, excluding the Integrated System;
NETS Trade Marks	means, the NETS Trade Marks as may be prescribed by NETS from time to time;
Open Source Software	means any software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition;
PDPA	means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012);
Personnel	means all employees, staff, other workers, agents and consultants of a Party who are engaged to perform the respective Party’s obligations under these NETS Click Service Terms;
Project	means the integration and establishment of interoperability between the Merchant App and NETS Click with the purpose of integrating the NETS Click service on the Merchant App;
Representatives	means, in relation to a Party, such Party’s directors, officers, partners, employees, agents, advisers, permitted assigns and representatives;
Requirement Specifications	means the functional and non-functional requirements of the Integrated System, which includes: (a) requirements as specified by NETS in writing, in its sole and absolute discretion, from time to time; and (b) requirements and standards specified for NETS Click compliance.
Term	means the aggregate of the Initial Term and Extended Term (where applicable);
Third Party Software	means software which is proprietary to any third party and that is licensed to Merchant, excluding, for the avoidance of doubt, any software owned by or licensed to NETS;
Transaction	means a transaction effected by a User with a Merchant Payment Device to a Merchant;
User	means a person who uses the Merchant App together with NETS Click and the Integrated System; and
Viruses	means any program, routine, device or other feature, including a time bomb, automatic shut-down, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door, or other harmful code or device which: (a) is designed to delete, disable, deactivate, provide unauthorised access to, interfere with or otherwise harm any software, program, data, device, system or service; (b) is intended to provide unauthorised access or to produce unauthorised modifications; or (c) causes any component of the Integrated System to become inoperable or otherwise incapable of being used in the full manner for which it is created for.

18.2 In these NETS Click Service Terms, unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) a reference to one gender shall include a reference to the other genders;

(c) a reference to an individual or person includes a corporation, partnership, purchaser, association, authority, trust, state or government and vice versa;

(d) a reference to a statute, statutory provision, law, bye-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, bye-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it;

(e) a reference to these NETS Click Service Terms includes a reference to the schedules to these NETS Click Service Terms;

(f) a reference to clauses and schedules is, unless otherwise provided, a reference to clauses of and schedules to these NETS Click Service Terms;

(g) a reference to a right includes a benefit, remedy, discretion, authority or power;

(h) a reference to a Party is a reference to a Party to these NETS Click Service Terms and includes that Party’s successors, transferees and permitted assigns;

(i) a reference to an obligation includes a warranty or representation, and a reference to a failure to perform an obligation includes a breach of warranty or representation;

(j) words denoting an obligation on a party to any act, matter or thing, include an obligation to procure that to be done, and words placing a party under a restriction, include an obligation not to permit infringement, default or breach of the restriction;

(k) headings are for convenience only and do not affect the interpretation of these NETS Click Service Terms;

(l) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and

(m) “including” and similar expressions are not and must not be treated as words of limitation.

18.3 Unless otherwise expressly stated in these NETS Click Service Terms or otherwise agreed in writing between the Parties, each Party shall perform all of their respective obligations under these NETS Click Service Terms at their sole cost and expense.

18.4 Unless a right or remedy is expressed to be an exclusive right or remedy, the exercise of it by either Party is without prejudice to its other rights and remedies at law and/or in equity.

ANNEX – NETS CLICK DISPUTE MONITORING PROGRAM THRESHOLDS

	The dispute monitoring program threshold ratio is calculated based on the number of disputes received in the current month divided by the total number of transactions processed in the current month
NETS Click Dispute Monitoring Program Thresholds	Early Warning	Above 10 dispute counts and 0.25% ratio of dispute to transaction count	Where the Merchant is identified and notified in writing that it has exceeded the Early Warning threshold, Merchant is expected to monitor and manage their dispute activity
	Standard	Above 30 dispute counts and 0.5% ratio of dispute to transaction count	Where the Merchant is identified and notified in writing that it has exceeded the Standard and/or Excessive threshold, NETS may, at its sole and absolute discretion, provide a 3-month remediation or workout period for Merchant to reduce the dispute levels to below the Standard and/or Excessive thresholds. Failure to do so will result in dispute handling fees being imposed as follow: From the 4^th to 6^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$25 per dispute until successful remediation. From the 7^th to 9^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$50 per dispute until successful remediation. From the 10^th to 12^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$80 per dispute until successful remediation. Remediation will be considered successful after the Merchant has performed better than the Standard threshold for 3 consecutive months.	No assessment fee
	Excessive	Above 50 dispute counts and 1% ratio of dispute to transaction count		From the 1^st to 6^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, there shall be no assessment fee. From the 7^th to 9^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged a S$2000 monthly assessment fee until Merchant exits from the Excessive threshold. From the 10^th month onwards from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged a S$5000 monthly assessment fee until Merchant exits from the Excessive threshold.

APPENDIX 1

SERVICE FEES

TYPE OF SERVICE FEE	AMOUNT	REMARKS
Security Deposit for New Terminal Merchants	$200
Installation / Activation of New 3rd Party Terminal or NETS Terminal / Software
– Transport per trip – Service charge per NETS Terminal	$50 $10
Retrieval / Reconfiguration of Permanent NETS Terminal / SAM Key Update
– Transport per trip – Service charge per NETS Terminal	$50 $10
Installation / Retrieval of Temporary NETS Terminal
– Transport per trip	$50
– Telco charge	$30	One-time charge, per terminal
– Service charge per NETS Terminal	$10
– NETS Terminal rental	$10 + TF* OR $120 + TF*	Per NETS Terminal per day in addition to the transaction fee for the required period only OR Per NETS Terminal per month or pro-rata for any fraction of a month (if the required period exceeds one (1) month) in addition to the transaction fee. *TF : Transaction Fee
Relocation / Re-connection of NETS Terminal
– Transport per trip – Service charge per NETS Access Device – Line transfer charges	$50 $10	As per charges imposed by telecommunications company.
Early termination charge	$30	For terminals/SGQR stickers with less than 6 months of usage
Terminal Self-Return Charge	$10
MerchantConnect	$3	Per additional User ID, per month
Lost/Stolen Terminal Charge
– Wired Terminal – GPRS (Wireless Terminal) – Pinpad	$300 $440 $100
Other Lost Items/Damage Related Charges
– Lost power adapter – Lost transfer cable – Damage of LCD- NETS Top Up Casing (D1/D1+) – ETS Self-Service Station (D2 Mini)	$50 $20 $90 $40 $500 $3,900	for VX680 for all other models

APPENDIX 2

eNETS AGREEMENT (BC AND MM)

Unless otherwise indicated in this Appendix 2, the terms and conditions set out in the T&C shall apply mutatis mutandis to this agreement between eNETS Pte Ltd (“eNETS”) and the Merchant (‘eNETS Agreement’). In the event of any inconsistencies between the T&C (or any agreement which is incorporated by reference into the T&C) and this eNETS Agreement, the provisions of this eNETS Agreement shall prevail.

WHEREAS eNETS operates the System and provides the eNETS Services and the Merchant desires and eNETS agrees to permit the Merchant to participate in the System and/or the eNETS Services upon the terms and conditions hereafter appearing:

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS
1.1 In this eNETS Agreement (including the above recitals) and in the Appendices hereto, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them:

“Card Association” means the internationally recognized credit card brands including without limitation VISA, MasterCard, JCB, American Express, Diners Club and such other cards as the Participating Banks and or eNETS may agree to process from time to time;

“Master Merchant” means Merchants who have been authorised by eNETS to provide the eNETS Services to other Merchants;

1.2 Unless otherwise indicated, where capitalised terms are not defined in this eNETS Agreement, they shall bear the same meaning as set out in the T&C.

2. AUTHORISATION AND ADDITIONAL TERMS AND CONDITIONS
2.1 In addition to the T&C, the Merchant agrees to abide by such additional terms and conditions set out in the Appendices where applicable, and such additional terms and conditions shall be considered an integral part of this eNETS Agreement.

3. UNDERTAKINGS OF MERCHANT/MASTER MERCHANT
3.1 The Merchant agrees and undertakes throughout the term of this Agreement that it shall not hold eNETS liable in any way for any monies held by the Participating Bank for the purposes of clearing and settling Transactions by the Merchant;

3.2 The Merchant acknowledges and accepts that the role of the Participating Bank and/or the Card Associations are separate from that of eNETS under this eNETS Agreement, and that the Merchant’s adherence or non-compliance with the rules, regulations and policies as determined by the Participating Bank and/or the Card Associations from time-to-time shall not affect its obligations to eNETS under this eNETS Agreement.

3.3 The Merchant agrees to adhere at all times to the rules, regulations and policies as determined by the Participating Bank and/or the Card Associations from time-to-time. The Merchant agrees that in the event of any non-compliance of any rule or regulation of the Card Associations or the breach of Clause 3.2 by the Merchant which results in eNETS having to pay the Card Associations and/or the Participating Bank any penalties or such other amount(s) as may be required by the Cards Associations and/or the Participating Bank, the Merchant shall fully reimburse eNETS for such payments made by eNETS to the Participating Bank and/or the Card Associations, upon demand.

3.4 The Merchant acknowledges that the Merchant’s failure to keep up to its commitments and obligations under this eNETS Agreement is actionable by either the Participating Bank and/or eNETS through legal recourse against the Merchant and that no omission or delay on the part of either eNETS or the Participating Bank in exercising any or part of their rights under this Agreement shall operate as a waiver thereof.

3.5 The Merchants shall, save where permitted by eNETS in writing, not use the eNETS Services to process payment transactions and/or accept payments which are not made in consideration for the provision of any goods or services by the Merchant (including, without limitation, payments for remittances, repayment of loans and donations).

4. PAYMENTS
4.1 All Transactions shall be made in Singapore Dollars or any other currencies which eNETS may accept from time to time, and subject to a maximum transaction value of S$20,000 (or such other limit that may be permitted by eNETS.

4.2 The Merchant agrees that eNETS shall pay to the Merchant the monies in such currency as received from the Participating Bank (less all Service Fees and/or Cardholder Fees due and owing to eNETS by the Merchant), upon receipt such monies from the Participating Bank.

4.3 For avoidance of doubt, in the event that eNETS do not receive payment from the Participating Bank for any reason whatsoever, eNETS shall not be liable to the Merchant for such sums.

4.4 eNETS may revise the Service Fees and/or Cardholder Fees from time to time and will notify the Merchant in writing of the date (“the Effective Date”) when the Service Fees and/or Cardholder Fees become applicable and payable. The written notice shall be given to the Merchant at least thirty (30) days prior to the Effective Date. The Merchant shall confirm in writing to eNETS its acceptance or non-acceptance of the new Service Fees, and/or Cardholder Fees within twenty one (21) days from the date of eNETS’s aforesaid notification of the change of fees or charges. If eNETS does not receive the Merchant’s written non-acceptance of the new Service Fees, and/or Cardholder Fees within the aforesaid period of twenty one (21) days, the Merchant shall be deemed to have accepted the new Service Fees and/or Cardholder Fees and shall be bound to pay the new Service Fees and/or Cardholder Fees from the Effective Date. If the Merchant notifies eNETS in writing within the aforesaid period of twenty one (21) days that it does not accept the new Service Fees, and/or Cardholder Fees, the eNETS Agreement shall be deemed terminated on the Effective Date but without prejudice to the antecedent rights or liabilities of the parties hereto.

5. SPECIFIC TERMS AND CONDITIONS
5.1 In addition to the standard terms in this T&C, the Application Form, this eNETS Agreement and any other agreement which Merchant may enter into with eNETS, the following terms and conditions shall apply to the Merchant in respect of the specific eNETS Services subscribed to by the Merchant from time to time as indicated in the Application form.
5.2 For avoidance of doubt, the terms and conditions under this clause shall only apply to Merchant if the Merchant has opted for the relevant Service on the Application Form.

5.3 The Merchant agrees and acknowledges that when it applies for additional eNETS Services via the Application Form, the Merchant shall, upon submission of the Application Form, be deemed to have read, understood and accepted the terms and conditions applicable to such additional eNETS Services and as set out in this eNETS Agreement, and that these terms and conditions shall apply without the need for any signature and/or separate acceptance by Merchant of the same.

5.4 The additional terms and conditions that are specific to the eNETS Services opted for by the Merchant are as follows:

5.5 Direct Debit from bank account and Credit Card only:

(a) The Merchant agrees and undertakes that throughout the term of the period for which it uses this eNETS Service, it shall:
(i) keep the Certificates current and valid and renewed before expiry;

(ii) notify eNETS of any change to the internet protocol address of its website used for Transactions and apply for issue of new Certificates;

(iii) take all necessary measures to protect the security and secrecy of its Certificates; and

(iv) notify eNETS of any new or additional services that it proposes to offer on its URL provided that such new or additional services shall not be offered without first obtaining eNETS’s consent, which consent may include re¬certifications and other conditions.

(b) The Merchant agrees that when it submits an electronic request message to only eNETS, the Merchant is thereby deemed to confirm to eNETS and the Participating Bank that:

(i) the electronic request is to pay for the Merchant’s goods and/or services and/or any other charges due to the Merchant; and
(ii) the contract for providing those goods and/or services is legal, valid and enforceable both in Singapore and in the country where such goods and/or services are provided.

(c) The Merchant accepts that payment can sometimes fail either for reasons known only to the Participating Bank or due to a data communication failure between servers. The Merchant can only obtain proof of payment from the transaction message bearing a successful transaction status or the successful transaction report available to the Merchant the day after the Transaction date.

For the purposes of this Clause 5.5, the following definitions shall apply:
“Certificates” means digital certificates issued by eNETS or eNETS approved certificate authority to the Merchant for the System to authenticate the Merchant and Merchant Payment Gateway;
“Merchant Payment Gateway” means Software from eNETS for connection to its System; and
“URL” means Universal Resource Locator.

5.6 Credit Card only

(a) Where the Merchant offers Credit Card eNETS Services, both paragraphs 5.5 and 5.6 shall apply to such Credit Card eNETS Services.

(b) In order to permit the Merchant’s website to inter-operate with the Systems, the Merchant will provide eNETS with material and data in a condition that is System Ready. eNETS shall provide the Merchant with a list of requirements in order to enable the Merchant to create System Ready material and data. The Merchant shall have full responsibility for the content or correctness of the System Ready material and data. eNETS shall not be responsible to validate the Merchant’s information or Data for content, correctness or usability, the responsibility for validation rests with the Merchant. eNETS may, at its option and at any time, refuse or reject any material that is not System Ready. eNETS agrees to notify and afford the Merchant the opportunity to rectify such material within a reasonable period of time as mutually agreed upon by the parties, to satisfy the needs or requirements of the System..

(i) it will be fully responsible and liable for (including without limitation, all charges, losses or damages whatsoever arising from) data stored or transmitted on or through the System;
(ii) it will be fully responsible and liable for (including without limitation, all charges, losses or damages whatsoever arising from) any use of the System passwords or identification codes assigned by eNETS;
(iii) it shall at all times adhere to the Acceptable Use Policy;
(iv) it shall be fully responsible for:

a. initial distribution and installation of the Licensed Programs required to be installed on the Merchant’s own system or computer hardware; and

b. hardware, software, telecommunication, internet access or service provider costs as may be required for the Merchant to use the Systems, access or maintain the Data.

(d) The Merchant shall provide eNETS with all necessary information to allow eNETS to process the Transactions pursuant to these terms and conditions, including but not limited to Merchant identification numbers, third party processor information, bank account information and other information necessarily required by eNETS to provide the eNETS Credit Card Services to the Merchant hereunder. The Merchant hereby undertakes not to (intentionally or otherwise) provide or permit the provision of any false or fraudulent information to eNETS including but not limited to:
(i) any false or counterfeit credit or charge card account numbers; or
(ii) false, fictitious or unauthorised Transaction data or records or customer payment instructions.

(e) The Merchant shall observe and comply with all security measures whether or not prescribed by eNETS, the Participating Bank or the relevant credit or charge card company, in respect of the use or acceptance of any credit or charge card for any Transaction, and shall further comply with any instruction given by eNETS, the Participating Bank or the relevant credit or charge card company in respect of any credit or charge card transaction or customer payment instruction.

(f) The Merchant shall ensure that eNETS is promptly notified of any security breach, misuse, irregularity, suspected fraudulent credit or charge card account numbers or any suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of any of the Merchant’s computer systems, the eNETS Credit Card Services, the System or the Merchant’s website.

(g) The Merchant shall be responsible for determining and communicating the terms and conditions of Transactions on the System to its online customers. The Merchant understands and agrees that under no circumstances shall use of the eNETS Credit Card Services, the System or the Licensed Programs imply that eNETS endorses, sponsors, certifies or otherwise guarantees the sale or use of the Merchant’s Products.

(h) The Merchant shall take all steps to keep secure and confidential all its computer systems and media containing any information, data or Personal Data, including but not limited to its customers’ credit or charge card account numbers, any Transaction data or records and/or customer payment instructions in order to prevent access by or disclosure to anyone other than the Merchant’s authorised personnel or eNETS. In the event any such information or data stored in any part of the Merchant’s computer systems or media is lost, damaged, stolen or otherwise compromised, the Merchant shall forthwith report and give written notice of such occurrence to eNETS whereupon the Merchant shall, in consultation with eNETS, take immediate steps to remedy the situation and prevent its re-occurrence.

(i) Service Fees and Cardholder Fees

(i) The Merchant shall pay eNETS the non-refundable set-up fee as set forth in the Application Form. eNETS may revise the Service Fees and Cardholder Fees from time to time and will notify the Merchant in writing of the date (“the Effective Date”) when the new Service Fees and Cardholder Fees become payable at least one (1) month prior to the Effective Date.

(ii) eNETS shall be entitled to levy Services Fees and Cardholder Fees on Transactions and use of the System as detailed in the Application Form and/or the relevant Appendices and eNETS shall have the right to revise such fees and charges from time to time and will notify the Merchant in writing of the date (“the Effective Date”) when the new Services Fees and Cardholder Fees become payable at least one (1) month prior to the Effective Date. All bank fees and financial charges including but not limited to credit card chargebacks, funds transfer, bank fees and currency conversion charges incurred by eNETS in connection with financial transactions on account of or arising from Transactions, the Merchant’s use of the System, Fulfillment Centre charges or Transactions otherwise generated by the Merchant’s customers through use of the System shall be borne by and for the account of the Merchant.

(iii) The terms of payment for Services Fees and Cardholder Fees shall be in accordance with the Application Form and Appendices. eNETS shall be entitled to deduct all the aforementioned fees and charges from cleared Transaction funds payable by eNETS to the Merchant hereunder. If the Merchant does not pay any sum payable hereunder when due (whether in the form of fees or charges as detailed in the Application Form or Appendices or otherwise), it shall pay interest on such aforesaid sum for the period beginning on its due date and ending on the date of its actual receipt by eNETS (both before and after judgment) at the rate of one (1.0) per cent per month or such other rate as may be imposed by eNETS from time to time.

(iv) Without prejudice to any other rights or remedies, eNETS may suspend the eNETS Credit Card Services in the event that any monies payable by the Merchant are in arrears or any amount shown in eNETS’s bill is not settled in full or any deposit or any increase thereof required by eNETS is not furnished by the Merchant. Upon subsequent payment by the Merchant of such due sums, eNETS may, if it deems feasible at its sole option and subject to such terms as it deems proper, re-activate the eNETS Credit Card Services in which event these terms and conditions and the eNETS Credit Card Services thereby affected shall continue as if the same has not been terminated.

(j) Settlement of Transaction Funds

(i) eNETS shall make regular payments to the Merchant in accordance with the frequency stated in the Application Form and/or Appendices. Payments shall comprise actual funds cleared and actually received by eNETS from the relevant settling bank since the previous settlement date. If the Merchant does not raise any objection to the amount of the payment within seven (7) days after such payment date, the Merchant shall not be entitled to object to it thereafter, provided that nothing in this clause shall preclude eNETS from correcting any error or discrepancy in such amount paid.

(ii) Any payment by eNETS hereunder whether or not the Merchant has complied with all its obligations hereunder shall be made without prejudice to any claims, rights or remedies that eNETS may have against the Merchant and shall not constitute any admission or acknowledgment by eNETS that the Merchant has duly performed its obligations hereunder or of the correctness of any amount so paid.

(k) Security Deposit
(i) Upon the Merchant signing the Application Form or the Commencement Date, whichever is earlier, the Merchant shall forthwith furnish and maintain a non-interest bearing minimum security deposit to eNETS in accordance with the Services Application and meet any shortfalls to such minimum security deposit promptly, for the due observance and performance by the Merchant of any and all its obligations hereunder and the Services Application.

(ii) The Merchant agrees that the aforementioned security deposit will be held by eNETS for the entire term of this eNETS Agreement and the later of six months after the termination of this eNETS Agreement or until such time the entire security deposit has been refunded to the Merchant under the Rolling Deposit Scheme in accordance with the Application Form following the termination of this eNETS Agreement (the “Retention Period”). During the continuation in force of this eNETS Agreement and the Retention Period, eNETS shall be entitled to, without providing any prior notice or demand to the Merchant, deduct such sums from the security deposit to remedy unremedied antecedent breaches, non-observance or non-performance of these terms and conditions by the Merchant or recover any delayed chargeback imposed pursuant to Clause 5.6(l) below. During the term of the T&C, eNETS shall be entitled to review the aforementioned security deposit from time to time and upon providing written notice to the Merchant, be entitled to withhold funds and/or demand the Merchant to furnish funds to maintain the minimum security deposit sum as set forth in the Application Form. The Merchant shall furnish the funds necessary to maintain such minimum security deposit sum within five (5) days of date of the aforesaid written notice by eNETS (or within such other period agreed by eNETS), failing which eNETS may set-off the corresponding amounts against any settlement funds payable to the Merchant pursuant to Clause 6.6(j) on behalf of the Merchant in order to maintain the minimum security deposit sum. Upon completion of the Retention Period, eNETS shall refund, without interest, the balance (if any) of the security deposit to the Merchant.

(l) Chargeback
(i) eNETS shall be entitled, upon receiving notification from the relevant bank and without any requirement for or any obligation to obtain any further proof thereof, to:

(a) refuse full or partial payment to the Merchant;
(b) setoff against any payment accruing to the Merchant;
(c) deduct from the security deposit held pursuant to Clause 5.6(k); or
(d) seek immediate reimbursement from the Merchant as a debt;

for the amount of the relevant Transaction chargeback imposed by the relevant bank against eNETS in connection with a Transaction, including but not limited to, where:

(a) the Merchant’s Product is returned or rejected by the Merchant’s customer for any reason;
(b) the credit or charge card details used to effect a Transaction are fictitious or belong to a non-existent account;
(c) the Merchant’s customer alleges that a Transaction has been drawn without his consent or instruction;
(d) the relevant bank otherwise refuses for any reason to clear or settle the funds in connection with a Transaction.

(ii) If any amount withheld, set-off, deducted or reimbursed (as the case may be) as mentioned in Clause 5.6(l)(i) becomes payable or refundable to the Merchant, eNETS shall pay or refund, without interest, such amount to the Merchant as soon as practicable.

(m) Taxes, Transaction Charges and Refunds
(i) eNETS will not be liable for any taxes or other fees, including but not limited to goods and services tax, sales taxes, use taxes, withholdings taxes or any other tax assessed by any taxing authority with competent jurisdiction, to be paid in accordance with or related to the sale of the Merchant’s Products through the System or Transactions generated by the Merchant’s customers. The Merchant agrees to bear and take full responsibility for all taxes and fees of any nature associated with Products sold or the Merchant’s use of the Systems, and will indemnify and hold eNETS harmless in accordance herewith.

(ii) All bank fees and financial charges including but not limited to credit card chargebacks, funds transfer, bank fees and currency conversion charges incurred by eNETS in connection with financial transactions on account of or arising from the Merchant’s use of the System, Transactions or otherwise in connection with the Merchant’s customers or dealings in the Products, will be borne by the Merchant.

(iii) All refunds to the Merchant’s customers in connection with any Transaction shall be effected by eNETS. Upon receipt of the Merchant’s instructions, eNETS will refund any sum approved by the Merchant to the Merchant’s nominated customer. However, no refund of any Service Fees or Cardholder Fees levied on the original Transaction will be made.

(iv) eNETS shall be entitled to deduct all the aforementioned charges under this clause from cleared Transactions funds payable by eNETS to the Merchant hereunder.

For the purposes of this Clause 5.6, the following definitions shall apply:

“Acceptable Use Policy”	means the guidelines for acceptable conduct and use of the virtual hosting Credit Card Services by the Merchant published at eNETS’s website as may be amended from time to time;
“Banking business day”	means any day (excluding Saturday, Sunday and public holidays) on which banks are open for business in Singapore;
“Commencement Date”	means the commencement date stated in the Application Form;
“Data”	means any data, files, messages, computer program code, web content or other information irrespective of form, stored on the System directly or indirectly by, for and on behalf of the Merchant under the Credit Card Services for which the Merchant assumes full responsibility whether for its legality, proprietorship or otherwise;
“Fulfillment Centre”	means the Merchant Product fulfillment organisation nominated by the Merchant to receive Product delivery messaging from eNETS arising from Transactions;
“Licensed Programs”	means computer programs (including source code and corresponding machine readable object code or other interpreted form) proprietary to eNETS or its licensors, associated documentation, all corrections, modifications and enhancements to such programs provided by eNETS and licensed to the Merchant upon the terms and conditions herein;
“Product”	means any of the Merchant’s products or services marketed, sold or otherwise promoted using the System;
“System Ready”	means the computer software and code and any other required material and data that is in a condition requiring no additional manipulation by eNETS.

APPENDIX 3

eNETS CREDIT MERCHANT AGREEMENT (MM CREDIT)

Unless otherwise indicated in this Appendix 3, the terms and conditions set out in the T&C shall apply mutatis mutandis to this agreement between eNETS and the Merchant (‘eNETS Credit Merchant Agreement’). In the event of any inconsistencies between the T&C (or any agreement which is incorporated by reference into the T&C) and this eNETS Credit Merchant Agreement, the provisions of this eNETS Credit Merchant Agreement shall prevail.

1. DEFINITIONS
1.1 In this eNETS Credit Merchant Agreement, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them:

“Chargeback”	means a Transaction that eNETS charges back to the Merchant in accordance with Clause 8;
“Chargeback to Transaction Ratio”	means the number of Chargebacks against the Merchant in comparison to the number of Transactions initiated by the Merchant;
“Credit Slip”	means a form supplied by eNETS to the Merchant for the purpose of effecting a credit to the Cardholder’s Card account;
“Deposit Slip”	means a form supplied by eNETS to the Merchant wherein all the particulars of the Sales Slips and Credit Slips validly issued by the Merchant pursuant to the terms of this eNETS Credit Merchant Agreement are entered in summary form and which shows the nett amount payable to and claimed by the Merchant subject to verification and correction by eNETs;
“Electronic Off-Line Transaction”	means a Transaction made using the automated procedures within the NETS Access Device to capture and store the Transaction for subsequent dispatch to eNETS and authorised manually at the Merchant’s discretion, subject to the terms and conditions of the eNETS Credit Merchant Agreement;
“Floor Limit”	means the maximum sum for which a Card shall be honoured by eNETS in respect of any one Transaction above which an authorisation would be required. The floor limit shall be in accordance with this eNETS Credit Merchant Agreement or such sums as may from time to time be notified in writing to the Merchant by eNETS;
“Fraud to Transaction Ratio”	means the number of fraudulent transactions processed by the Merchant in comparison to the number of Transactions initiated by the Merchant;
“PIN”	means the personal identification number allocated by a bank or personally selected by a NETS Cardholder;
“Sales Slips”	means a form supplied by eNETS to the Merchant for the purpose of charging the purchase of goods or services supplied by the Merchant to the NETS Cardholder’s Card account;
“Taxes” “Tax” or “Taxation”	means all forms of taxation including without limitation all state or local taxation, past, present and deferred, including without limitation, income tax (including net income and gross income), corporate, value added, GST, occupation, real and personal property, social security, gross receipts, sales, use, ad valorem, franchise, profits, licence, withholding, payroll, employment, excise, severance, occupation, premium or windfall profit taxes, estate duty, stamp duty, customs and other import or export duties, or charges of any kind whatsoever, together with any interest and levies and all penalties, composition sums, charges, costs and additions to tax, or any additional amounts, imposed by any taxation authority, government or any judicial or revenue authority;
“Transaction Receipt”	means the receipt printed by the NETS Access Device;

1. MERCHANT OBLIGATIONS – ACCEPTANCE FOR PAYMENT

1.1 The Merchant shall accept and honour every valid and unexpired Card that is presented for payment by a NETS Cardholder for all Transactions.

1.2 The Merchant shall establish and maintain a business policy of not discriminating against or discouraging its customers who seek to make payment for purchases through the use of a Card. Without limiting the generality of this provision:
(a) the Merchant shall not state or set a minimum or maximum amount for a Transaction, whether by indicating such requirements at the point of sale, in any published material or by way of any other medium, without eNETS’ prior written consent;
(b) the Merchant shall not require any NETS Cardholder to pay any part of the Service Fees which may be payable by the Merchant whether though any increase in price or otherwise or to pay any contemporaneous finance or other charge in connection with the Transaction, or take any security from the NETS Cardholder; and
(c) the Merchant hereby agrees to deal with all complaints made by the NETS Cardholder in respect of goods or services supplied against the Card in the like manner as if such goods or services had been sold or supplied by the Merchant for cash.

1.3 At all times prior to accepting a Card for payment, the Merchant undertakes that it shall:

(a) use best efforts to observe and comply with all security measures and guidelines that are prescribed by eNETS, the banks or any Card Scheme member as may be issued, published or updated from time to time and designed to prevent or detect the fraudulent or unauthorised use of a Card, including but not limited to:
(i) verifying and ensuring that any such Card is not invalid, has not expired or has not been revoked or listed as void;
(ii) detecting forged or unauthorised signatures or the unauthorised use or forgery of a Card or PIN;
(iii) notifying the Company as soon as the Merchant becomes aware of or suspect fraud on the part of a NETS Cardholder.

(b) only accept a Card for payment after it has confirmed all of the following (as may be applicable):
(i) the Card meets the criteria for validity set out in the Operations Manual and all security measures and guidelines that are prescribed by eNETS, or any Participating Institutions;
(ii) the Card has not been defaced, tampered with or altered in any manner and is not reasonably suspected of being a counterfeit;
(iii) the Card has not expired (if there is an expiry date printed on the card face);
(iv) in respect of a debit card, the NETS Cardholder enters a PIN for the purpose of authentication;
(v) in respect of a credit card, the first four digits of the card number embossed on the card face are the same as the four-digit number printed immediately above or below;
(vi) in respect of a credit card, it bears the specimen signature of its NETS Cardholder at the back and the same has not or is not reasonably suspected of having been tampered with or altered in any manner;
(vii) the NETS Access Device shows that the Card is valid, has not expired or been cancelled;
(viii) the NETS Access Device displays a card number which is the same as the card number embossed on the card face (in case of discrepancies in respect of a debit card, the Merchant shall report such discrepancies to eNETS immediately);
(ix) in respect of a credit card, the signature of the customer on the Sale Slip is the same as the specimen signature at the back of the credit card;
(x) in respect of a credit card, its card number and/or its account number is not listed on any current warning, card recovery, hot card, blacklisted card or similar list or notice supplied to the Merchant by eNETS from time to time; and
(xi) such other instructions as may be issued, published or updated by eNETS from time to time have been complied with.

1.4 The Merchant acknowledges and agrees that it shall not accept the following Cards for use in the System:
(a) credit cards or debit cards not approved by eNETS;
(b) a credit card with an anti-counterfeit label that has been damaged or is unclear;
(c) a credit card designated by eNETS or the bank as a hot card, lost card or blacklisted card; and
(d) a credit card without specimen signature of the NETS Cardholder on the back of the card, or credit cards with specimen of signatures that are unclear or that have been altered.

1.5 The Merchant shall indemnify eNETS for (and shall hold eNETS harmless from any claims by third parties relating to) any loss or damage suffered as a result of or arising from or in connection with breach of Clauses 1.3 and 1.4 by the Merchant.

1.6 The Merchant shall not separate the payment for a Transaction into different payments, unless:
(a) the NETS Cardholder pays the balance of the transaction price in cash or by cheque; or
(b) completion of the Transaction takes place later, and the NETS Cardholder is required to pay a deposit and pay the balance of the transaction price when the goods or service is obtained, in which case the NETS Cardholder shall sign a Sales Slip each time payment is made by the NETS Cardholder to the Merchant.

2. AUTHORISATION

2.1 The Merchant shall obtain authorisation from the bank’s authorisation centre before completing a Transaction in any of the following circumstances:
(a) where the amount of the Transaction or a series of Transactions in a single day exceeds the Floor Limit;
(b) where the Merchant believes that the Transaction or NETS Cardholder is in some manner suspicious including but not limited to suspicions that the Card may be counterfeit or stolen, the signature is a forgery or is unauthorised, or there is an unauthorised use of the Card;
(c) where the Card signature panel is blank, defaced, tampered with or altered;
(d) where the Card account number is listed on a current restricted card list or card recovery bulletin or such other similar list as may be given by the bank to the Merchant from time to time;
(e) where the NETS Access Device instructs the Merchant to contact the bank’s authorisation centre;
(f) where the Transaction is of a certain type or class which has been notified to the Merchant by eNETS as a type or class of transaction requiring authorisation; or
(g) where the Card account number given appears to be invalid.

2.2 In the event the Merchant completes a Transaction, the amount of which exceeds the Floor Limit, without obtaining any authorisation from the bank’s authorisation centre, eNETS may, but shall not be obliged to, attempt to obtain authorisation from the bank. If no such attempt is made or the bank does not give any authorisation after an attempt is made, that Transaction shall not be accepted by eNETS for payment. If eNETS obtains authorisation, payment to the Merchant shall be made on a collection basis and subject to any Chargeback claims which may arise.

2.3 Whether the bank gives any authorisation or otherwise pursuant to any attempt referred to in Clause 2.2, the Merchant shall forthwith pay to eNETS, upon written demand from eNETS, any fees, charges or costs incurred by eNETS from any such attempt, including the amount of any merchant discount in accordance with the Service Fees which eNETS would have been entitled to had the Transaction been authorised.

2.4 The Merchant shall use its best efforts by reasonable and peaceful means to retain the Card while making an authorisation request. If the Card is listed on a current restricted card list or card recovery bulletin or such other similar list as may be given by eNETS or bank to the Merchant from time to time, and if the bank’s authorisation centre is closed or cannot be reached, the Merchant shall use its best efforts by reasonable and peaceful means to retain the Card until the bank’s authorisation centre opens or can be reached.

2.5 If in response to an authorisation request the Merchant is advised to obtain or retain the Card or is given other instructions by the bank’s authorisation centre, the Merchant shall use its best efforts by reasonable and peaceful means to comply with such advice or instructions.

2.6 If the Merchant obtains and retains the Card pending authorisation or pursuant to the bank’s instructions, the Merchant shall ensure that there is no breach of peace or injury to persons or property, and the Merchant shall indemnify eNETS from and against all liabilities, actions, proceedings, claims demands or losses suffered by eNETS by reason or in consequence of any such breach of peace or injury to persons or property.

2.7 eNETS reserves the right to change the authorised Floor Limit by giving notice to the Merchant.

2.8 The Merchant agrees and acknowledges that obtaining authorisation for a Transaction is not a guarantee of payment arising from that transaction. For the avoidance of doubt, an authorisation only confirms that at the time the authorisation was obtained the card number exists and is valid and the Card has not currently been listed as lost or stolen at the time of the transaction and that the Card has sufficient funds to cover the transaction, but does not guarantee that the person using the Card is the genuine NETS Cardholder.

3. TRANSACTION HANDLING

3.1 The Merchant shall only use the NETS Access Device supplied and authorised by eNETS to process Transactions.

3.3 The Merchant shall process a Transaction manually only if the NETS Access Device is malfunctioning or it is impossible for Transactions to be processed through it and the Merchant has been instructed by eNETS (including any instructions provided in the Operations Manual) to process the Transaction manually in accordance with the eNETS Credit Merchant Agreement. The Merchant shall not process a Transaction on behalf of another person including another business or allow another person to use the NETS Access Device except under a bona fide agency arrangement.

3.4 The Merchant shall use reasonable care in processing a Transaction to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card. In particular, the Merchant shall comply with specific requirements set out in the Operations Manual or as may be otherwise notified by eNETS in writing to the Merchant.

3.5 Following each Transaction the Merchant shall immediately give the NETS Cardholder a copy of the Transaction Receipt. The Transaction Receipt must include the following:
(a) type of account;
(b) type and amount of the transaction;
(c) date of the transaction;
(d) time of the transaction;
(e) transaction record number; and
(f) confirmation that the transaction has been accepted or approved.

3.6 The information on the Transaction Receipt shall be identical with information on any other copy of the Sales Slip.

3.7 The Merchant shall not split the value of any proposed transaction into two or more separate transactions which would, when added together, be in excess of the authorised Floor Limit.

3.8 The Merchant shall prominently and clearly inform the NETS Cardholder of the Merchant’s identity so that the NETS Cardholder can readily distinguish the Merchant from any supplier of goods or services to the Merchant. The Merchant shall also notify the NETS Cardholder that the Merchant is responsible for:
(a) the sales transaction including any goods or services that are the subject of the sales transaction;
(b) all customer service relating to the sales transaction;
(c) dispute resolution in connection with the sales transaction; and
(d) performance of the terms and conditions of the sales transaction.

3.9 The Merchant shall not process a Transaction unless:
(a) the Merchant ensures that the amount of each sale, the NETS Cardholder’s name and account number, the authorisation number, Transaction Date and any other information which eNETS may from time to time require, is printed on the Sales Slip;
(b) the Merchant ensures there is no discrepancy between the embossed and displayed card number before completing the Transaction;
(c) the Merchant requires the NETS Cardholder to sign all copies of the paper roll or sales invoice recording the relevant sale;
(d) the Merchant verifies that the signature on the Sales Slip and on the Card appear to be the same. If the Merchant believes that there is a discrepancy in the signature, the Merchant shall forthwith contact eNETS for instructions;
(e) the Merchant delivers to the NETS Cardholder a true and complete copy of the Sales Slip;
(f) the Merchant obtains authorisation from the Company as set forth in Clause 2;
(g) in the case of a debit card, the correct entry of the NETS Cardholder’s PIN is keyed into the NETS Access Device, followed by the verification of the PIN with an ‘ACCEPTED’ response displayed on the NETS Access Device; and/or
(h) the Merchant verifies the NETS Cardholder’s signature, whereby the Merchant shall take all reasonable steps to ensure that the signature on the Transaction Receipt is not forged or unauthorised and that it corresponds with the signature on the Card.

3.10 The Merchant shall comply with all applicable laws, any obligations in the eNETS Credit Merchant Agreement and any direction from eNETS in carrying out the Merchant’s obligations in processing Transactions under the eNETS Credit Merchant Agreement.

3.11 Without prejudice to the foregoing, the Merchant shall also ensure the Merchant processes all Transactions in accordance with the requirements of any Card Scheme Regulations that enETS may notify to the Merchant from time to time. The Merchant agrees to demonstrate the Merchant’s compliance with the Card Scheme Regulations if eNETS requests the Merchant to do so.

3.12 The Merchant shall ensure that each Transaction is recorded in Singapore dollars except where eNETS has given prior written approval to record Transactions in other currencies.

3.13 If the Merchant is permitted to process Transactions manually as part of the eNETS Credit Merchant Agreement, or eNETS has instructed the Merchant to process Transactions manually, or electronic processing is not available for any reason, including but not limited to a technical malfunction of the NETS Access Device or failure of the telecommunications links and the Merchant’s NETS Access Device has Electronic Off-Line Transaction functionality, the Merchant shall process these transactions in accordance with the Operations Manual and the terms and conditions under this eNETS Credit Merchant Agreement.

3.14 All Sales Slips drawn pursuant to the provisions of this eNETS Credit Merchant Agreement shall be in Singapore dollars.

4. MULTIPLE SALES SLIPS

4.1 The Merchant shall not use more than one Sales Slip in order to avoid an authorisation request or the authorised Floor Limit.

4.2 The Merchant shall not effect a Transaction for goods or services sold when only a part of the amount due from the NETS Cardholder is included in one Sales Slip except when:
(a) the balance of the amount due is paid at the time of sale in cash or by cheque; or
(b) the goods or services are to be delivered or performed at a later date and one Sales Slip represents a deposit and the second Sales Slip represents payment of the balance upon delivery of the goods or performance of services, provided always that the Merchant shall print on the Sales Slip the words “Deposit” or “Balance” (as the case may be), and the Sales Slip labeled “Balance” shall be presented by the Merchant only after delivery of the goods or performance of the services.

5. CREDIT SLIPS AND REFUNDS

5.1A Merchant undertakes to establish or maintain a fair policy of refunds to Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by the Merchant. Such refund policies shall be disclosed to the Cardholders at the time of purchase. Merchant shall also permit returns and refunds to any Cardholder the price paid for any product or services purchased or procured from Merchant which are unsatisfactory to Cardholder.

5.1 If any goods or services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a transaction or any part thereof in favour of the NETS Cardholder for any reason, the Merchant shall not make a cash refund to the NETS Cardholder but shall deliver promptly to eNETS a Credit Slip evidencing such refund or adjustment. The Credit Slip shall include all of the following details:
(a) the name of the Merchant from which the products or services to which the refund relates are purchased;
(b) the address of the Merchant;
(c) the transaction amount and stating whether such amount will be debited from or credited to that Card account;
(d) the transaction currency;
(e) the transaction date (or credit preparation date);
(f) the unique transaction identification number; and
(g) amount of the credit in sufficient detail to identify the relevant Transaction.

5.2 The Merchant shall, if eNETS so requires, pay to eNETS on demand the full amount of any refund granted or made to the NETS Cardholder pursuant to Clause 5.1.

5.3 All Credit Slips drawn pursuant to the provisions of this eNETS Credit Merchant Agreement shall be in Singapore dollars.

5.4 Without prejudice to Clause 5.1, the Merchant shall at all times act in accordance with the instruction for processing refunds contained in the Operations Manual.

6. RECORDS AND DOCUMENTS

6.1 The Merchant shall lodge all Transactions with eNETS for payment in accordance with the Operations Manual and:
(a) in the case of a Transaction processed manually, within three (3) Business Days after the Transaction;
(b) in the case of a Transaction processed through a NETS Access Device, immediately by entering the Transaction via the System.

6.2 The Merchant shall not present Sales Slips, Credit Slips, Deposit Slips or any other records relating to any Transaction to eNETS which it knows or ought to have known to be false, fraudulent or not authorised by the NETS Cardholder.

6.3 The Merchant shall render any assistance which eNETS may require to prevent or detect any fraud in respect of any Transaction.

6.4 Unless otherwise notified by eNETS, the Merchant shall complete and present Deposit Slips (together with such Sales Slips, Credit Slips or other documents that eNETS may require from time to time) to the Company within three (3) Banking Business Days of the Transaction Date.

6.5 The Merchant shall keep and preserve the Merchant’s copies of all Sales Slips, Credit Slips, Deposit Slips and any other records of all Transactions for a period of 7 years from the date of the relevant Sales Slip, Credit Slip, Deposit Slip or record. eNETS shall be entitled at any time during such period to inspect and verify any and all such copies and records in the possession or custody of the Merchant.

6.6 In respect of every Sales Slip delivered or submitted by the Merchant to eNETS for payment, the Merchant hereby warrants to eNETS that:
(a) the Merchant has supplied, or caused to be supplied, the goods or services at the value stated in the relevant Sales Slip;
(b) the provision of credit for the supply of the goods or services that is stated in the relevant Sales Slip is not unlawful or illegal; and
(c) the Merchant has complied with the terms and conditions of this eNETS Credit Merchant Agreement in respect of the transaction to which the Sales Slip relates.

6.7 The Merchant hereby agrees that:
(a) the records kept or maintained by eNETS of the Transactions (including computer and microfilm stored records) shall be conclusive and binding upon the Merchant for all purposes whatsoever;
(b) it shall not at any time dispute the authenticity or accuracy of any of the records kept or maintained by eNETS, whether in the form of computer output or otherwise.

6.8 Any notice or certificate signed by any officer of eNETS stating the amount due or owed by either party to the other shall be prima facie evidence of the amount due or owing by either party to other under this eNETS Credit Merchant Agreement, provided always that the Merchant may in good faith dispute eNETS’ notice or certificate, whereupon both parties shall jointly investigate and cooperate in good faith to resolve any discrepancy in such notice or certificate, and issue another notice or certificate in its place.

7. PAYMENT

7.1 Subject to the terms of this eNETS Credit Merchant Agreement, eNETS shall purchase from the Merchant all Sales Slips which the Merchant may submit to eNETS and which have been validly executed and delivered to the Merchant by a NETS Cardholder in accordance with and whilst this eNETS Credit Merchant Agreement is in force at a Service Fee as set forth herein or at such rate as may be notified by eNETS to the Merchant in writing no less than thirty (30) days prior to the implementation of any change in the rate. The Service Fee shall be as stipulated in this eNETS Credit Merchant Agreement.

7.2 eNETS shall own absolutely all the Sales Slips that are purchased from the Merchant in accordance with Clause 7.1, inclusive of all interests in the related accounts receivable. The Merchant hereby agrees that eNETS shall have the exclusive right to make billings and collections of the Sales Slips, and the Merchant hereby undertakes not to make or attempt to make any collections on the same.

7.3 eNETS shall make payment to the Merchant by way of a bank transfer or any other form of payment as stipulated by the eNETS in its absolute discretion, to the Merchant’s Bank Account.

7.4 The Merchant hereby agrees that any payment made to the Merchant by eNETS shall be without prejudice to any claim or right that eNETS may have against the Merchant and shall not constitute any admission by eNETS as to the performance by the Merchant of its obligations under this eNETS Credit Merchant Agreement or to the amount payable to the Merchant.

7.5 eNETS shall be entitled to at its absolute discretion and upon giving notice with documentary proof to the Merchant, set off and deduct from any payment due to the Merchant:
(a) any overpayment made by eNETS to the Merchant due to errors of addition or otherwise;
(b) any amount equal to interest or finance charge at the rate as stipulated in this eNETS Credit Merchant Agreement, or such rates as may from time to time be notified in writing to the Merchant by eNETS, on any overdue amount from the Merchant to eNETS, from its due date or date of demand (as the case may be) until the date of payment in full, as well after as before any judgment;
(c) any other sums due or owing by the Merchant to eNETS under the provisions of this eNETS Credit Merchant Agreement; and
(d) any sum which eNETS in its absolute discretion deems sufficient to compensate or indemnify eNETS for any breach of the provisions of this eNETS Credit Merchant Agreement.

7.6 If the Merchant does not object to the amount paid by the Company under Clause 7.3 within seven (7) Business Days after the date of payment, the Merchant is deemed to have accepted such amount as correct, final, binding and conclusive, and shall not be entitled subsequently to object to such amount.

7.7 Notwithstanding any other provision of this eNETS Credit Merchant Agreement or the T&C, the Merchant hereby agrees that eNETS shall be entitled not to accept or process any Sales Slip in respect of which the Merchant has not complied with the terms and conditions of this eNETS Credit Merchant Agreement, or which Sales Slips are for any reason in eNETS’ sole and absolute opinion uncollectible due to fraud or non-payment by the NETS Cardholder, regardless of whether eNETS has notice of such defect at the time of the purchase or otherwise.

8. CHARGEBACK

8.1 eNETS shall be entitled to at any time, with written notice setting out the applicable reason stated below, refuse full or partial payment to the Merchant for the amount of a Transaction, or if payment has been made, to debit the Merchant’s Bank Account with such amount or seek immediate reimbursement from the Merchant, notwithstanding (i) any other provision of this eNETS Credit Merchant Agreement or the T&C or (ii) any authorisation which has been given by the bank’s authorisation centre to the Merchant for such Transaction in the event of any of the following occurring:

(a) the Merchant does not process the Transaction in accordance with the Operations Manual or any Card Scheme Regulations or requirements or guidelines notified by eNETS to the Merchant;
(b) the Merchant improperly overcharges its customer for goods or services provided by the Merchant;
(c) the Transaction Date is a date after the eNETS Credit Merchant Agreement or the T&C was suspended or the Merchant’s Bank Account is frozen or terminated;
(d) the Transaction requires authorisation and the Merchant has failed or neglected to obtain authorisation in accordance with Clause 2, and/or no authorisation has been given to the Merchant by the bank’s authorisation centre;
(e) the NETS Cardholder has not received the goods or service provided by the Merchant as required by the terms of the Transaction;
(f) the goods sold or services provided by the Merchant are returned or rejected by the NETS Cardholder for any reason whatsoever;
(g) in eNETS’ reasonable opinion, the NETS Cardholder justifiably disputes liability for the Transaction for any reason;
(h) the NETS Cardholder disputes the Transaction and/or makes a claim for set off or counter claim in respect of the transaction against eNETS;
(i) the NETS Cardholder cancels the Transaction or claims a refund or rebate of all or part of the amount of the Transaction (whether or not he is entitled to so cancel or claim and whether or not a Credit Slip has been issued by the Merchant);
(j) the NETS Cardholder alleges that the Sale Slip has been drawn or altered improperly or without his consent or authority;
(k) the Sales Slip is illegible, incomplete or unsigned;
(l) the particulars on the copy of the Transaction Receipt given to the NETS Cardholder are not identical with the particulars on any other copy of the same Transaction Receipt;
(m) the transaction is recorded in a currency other than Singapore dollars, except where eNETS has given prior written approval to the Merchant to record transactions in other currencies;
(n) the Card used to effect the Transaction is counterfeit;
(o) the NETS Cardholder alleges that the Transaction and/or the Sales Slip is in any way forged, fraudulent or tainted by fraud or forgery, whether or not the Merchant is aware thereof or privy to the same;
(p) the Merchant processes a Transaction knowing (or in circumstances where the Merchant is reasonably expected to know) that the Card is used without the authority of the Cardholder or that the Transaction is fraudulent;
(q) the NETS Cardholder disputes or denies that the Transaction was effected by him;
(r) the Merchant, despite being notified by eNETS not to accept the Card, uses the Card in a Transaction;
(s) in eNETS’ reasonable opinion the Transaction relates to one or more purchases made in the same Merchant establishment which have been split into two (2) or more transactions in an attempt to avoid the authorised Floor Limit;
(t) the Sales Slip or Credit Slip was drawn or submitted to eNETS by the Merchant in circumstances constituting a breach of any provision of this eNETS Credit Merchant Agreement or the T&C;
(u) the Transaction is not offloaded for settlement by the Merchant;
(v) payment in relation to the Transaction has been mistakenly or wrongly made by the NETS Cardholder to the Merchant;
(w) the Card has expired or has been cancelled prior to the Transaction Date or for any reason whatsoever is not a valid Card;
(x) the contract of sale or provision of service between the Merchant and the NETS Cardholder, or the use of the Card, or the performance of any obligations under such contract of sale or provision of service is void or voidable at law or involves any unlawful or illegal act;
(y) in seeking authorisation for any Transaction, the Merchant has given the NETS Cardholder’s name, account particulars, validity period or any other details to eNETS incorrectly;
(z) the bank refuses for whatever reason to honour any Sales Slip or makes a chargeback to eNETS;
(aa) the Merchant bills the amount of the Transaction direct to the NETS Cardholder or receives payment through the use of another card or by any other means;
(bb) the same Transaction is processed by the Merchant more than once;
(cc) the Merchant key-entered incorrect transaction details into the NETS Access Device or key-entered the transaction otherwise than in accordance with the Operations Manual or Card Scheme Regulations;
(dd) the Transaction is processed by the Merchant on behalf of another person, or the Merchant has allowed another person to use the NETS Access Device in connection with the transaction, except under a bona fide agency arrangement authorised in accordance with the eNETS Credit Merchant Agreement or the T&C;
(ee) the Transaction is not authorised by eNETS or the authorisation request is declined for any reason; or
(ff) there has been a breach by the Merchant of any of its obligations under the provisions of this eNETS Credit Merchant Agreement or the T&C not specified in this Clause 8, or of any other agreement entered into between the Merchant and eNETS, or of any other obligation whatsoever owed by the Merchant to eNETS whether related to this eNETS Credit Merchant Agreement or the T&C or otherwise.

9. MERCHANT’S BANK ACCOUNT

9.1 In addition to the terms set out in the T&C, in the event that the Merchant’s Bank Account is closed for any reason whatsoever, terminated by the Participating Bank for any reason whatsoever or there are changes made to the Merchant’s Bank Account which in eNETS’ sole and absolute opinion materially impact this T&C or render eNETS unable to continue providing any of the Services to the Merchant in accordance with this T&C, Clause 17.3 shall apply.

10. CARD SCHEME OBLIGATIONS

10.1 The Merchant shall comply with all Card Scheme Regulations as specified in the eNETS Credit Merchant Agreement or otherwise notified to the Merchant from time to time, including any obligations regarding compliance with the PCIDSS.

10.2 If required by any Card Scheme for the purposes of complying with the PCIDSS, the Merchant shall provide eNETS with a compliance action plan within ninety (90) days of receiving such a request from eNETS to do so.

11. AUDIT

11.1 If there is a dispute involving a Transaction or eNETS suspects that fraud is involved, the Merchant shall, upon eNETS giving the Merchant at least one (1) days’ written notice in advance, permit eNETS, its agents, representatives or authorised personnel to enter the Merchant’s premises during normal business hours to examine and take any such copies of the Merchant’s book of accounts and records as eNETS may deem necessary in order for its investigations.

12. SUBSCRIPTION PAYMENT, FEES, CHARGES AND OTHER PAYMENTS

12.1 In consideration for the provision of Services by eNETS, the Merchant shall pay eNETS a monthly subscription fee in accordance with the Schedule of Charges listed in the Appendix.

12.2 The Merchant shall pay to eNETS the fees, charges, fines and/or penalties described in the eNETS Credit Merchant Agreement (both actual and contingent) by direct debit from the Merchant’s Bank Account at the times and in the manner set out in the eNETS Credit Merchant Agreement.

12.3 The Merchant hereby authorises eNETS to debit, or instruct the Merchant’s bank to debit, the Merchant’s Bank Account or debit from any settlement amounts payable by the Merchant to eNETS without notice in respect of the following:
(a) any loss or damages claimed by eNETS as a result of any breaches of this eNETS Credit Merchant Agreement by the Merchant;
(b) all fees, charges and costs owing to eNETS by the Merchant under the eNETS Credit Merchant Agreement;
(c) the value of any over credits paid by eNETS to the Merchant due to errors and omissions;
(d) all credits paid by eNETS in respect of Transactions which are invalid;
(e) the full amount of any refund transaction less any amounts in respect of such Transaction already debited to the Merchant’s Bank Account;
(f) all Taxes incurred or payable by eNETS in connection with the eNETS Credit Merchant Agreement, the Services or any transaction contemplated by the Agreement;
(g) all fines, penalties and other charges incurred by eNETS as a result of any act or omission by the Merchant including a breach of the eNETS Credit Merchant Agreement by the Merchant;
(h) any fees, charges or penalties imposed on eNETS by any Participating Institutions due to the nature of the Merchant’s business;
(i) all fines and/or penalties levied by a Card Scheme as a result of the Merchant’s breach of any Card Scheme Regulations specified in the eNETS Credit Merchant Agreement or otherwise notified to the Merchant from time to time;
(j) interest on any amount that is not paid when it is due. The applicable interest rate will be set at out bank overdraft rate as at the first day of the month that the amount was due to be paid; and
(k) all other amounts owing to eNETS by the Merchant under the eNETS Credit Merchant Agreement.

12.4 The Merchant shall pay on demand by the Company any amount referred to in Clause 12.3 which remains unpaid by the Merchant because there are insufficient funds in the Merchant’s Bank Account to satisfy the payment of that amount in full.

12.5 eNETS reserves the right to vary the fees and charges.

12.6 All fees, charges and other payments payable pursuant to this eNETS Credit Merchant Agreement will be charged exclusive of GST.

13. MERCHANT’S OBLIGATIONS

13.1 The Merchant shall immediately notify eNETS in writing:

(a) if circumstances arise which may have a material adverse effect on the Merchant’s business, assets or financial condition or the Merchant’s ability to perform its obligations under the eNETS Credit Merchant Agreement;
(b) if the Merchant sells, leases or transfers the Merchant’s business or any of the Merchant’s premises;
(c) if the Merchant changes the address where the Merchant carries on business or otherwise changes the contact details (e.g. telephone number, facsimile number or email address) or start carrying on business at any other place;
(d) if the Merchant changes the nature, scope or type of the Merchant’s business including the goods or services sold;
(e) of any changes to the Merchant’s banking arrangements to allow eNETS to update the Merchant’s direct debit authorities; and/or
(f) if the Merchant intends to begin offering mail (including fax and email), telephone or internet orders.

13.2 The Merchant shall provide copies of the Merchant’s latest financial statements and any other financial information (including bank statements) reasonably requested by eNETS within thirty (30) days of eNETS’ request.

13.3 The Merchant shall promptly complete and submit all forms and documents supplied or requested by eNETS within thirty (30) days of eNETS’ request.

13.4 Merchant undertakes and agrees that:-

each Point of Sale shall only offer or sell products and services that the Merchant is authorised to and be lawfully entitled to sell, offer, provide, supply and deliver;
products and services that are offered for sale are available for delivery or may be performed in the normal course of its business (as the case may be), based on the type of products and services being offered by the Merchant;
it shall promptly respond to purchase orders and other enquiries received from any person on or relating to the Point of Sale.
where Merchant is an OCBC Merchant, it shall abide by the rules and regulations stipulated by the card schemes supported by OCBC.

14. REPRESENTATIONS AND WARRANTIES

14.1 The Merchant represents and warrants to eNETS that:

(a) that all Merchant’s premises shall contain all relevant information relating to the Merchant’s businesses, including:
(i) a complete description of the products and or services offered or sold at the premises;
(ii) the policy of refunds and returns concerning services and or products offered or sold at the premises;
(iii) the customer service contact numbers, including electronic mail address and telephone number;
(iv) the price for the products and or services and any other charges;
(v) the currency in which the sale will be transacted;
(vi) export restrictions relating to any goods or services (if any);
(vii) the means by which goods sold will be delivered to the NETS Cardholder; and
(viii) the Merchant’s country of domicile.

(b) when the Merchant supplies Transaction details to eNETS:
(i) all Transaction details supplied to eNETS are true and correct;
(ii) the Merchant has complied with the requirements of the eNETS Credit Merchant Agreement applicable to processing of Transactions.

14.2 The Merchant hereby acknowledges that the issue of a Card to a NETS Cardholder is not a representation or warranty by eNETS or the bank as to the NETS Cardholder’s credit worthiness or identity.

15. EXCLUSION OF LIABILITY

15.1 Notwithstanding anything stated in this eNETS Credit Merchant Agreement, the T&C, the Card Scheme Regulations, Operations Manual, or in any documents relating to the Card Scheme or the Services, the parties agree that eNETS shall be entitled to process any Transaction, including without limitation rejecting the Transaction or withholding the completion of the same, and in each case the parties acknowledge and agree that eNETS shall not be liable in any way whatsoever to the Merchant, the NETS Cardholder, Participating Institution or any third party.

15.2 Without prejudice to the foregoing, eNETS shall not be liable in any way to the Merchant for:

(a) any action, claim, proceedings, charge, cost, damage, demand, interest, liability, loss, penalty, tax and expense of any nature that the Merchant may incur or suffer (whether direct, indirect or consequential, and whether economic or other) as a result of or in connection with this eNETS Credit Merchant Agreement Agreement, this T&C or any Transaction, unless such cost, damages, liability, loss, penalty, tax or expense or the like arise as a result of the willful misconduct on the part of eNETS, its employees or contractors;
(b) the acts or omissions of any third party which provides services, including processing services, to the Merchant in connection with or as part of the Services. For the avoidance of doubt, eNETS shall not liable for any losses, claims, damages, costs, terms or expenses suffered by the Merchant (including consequential loss) arising from or in connection with any act or failure to act by such third party in connection with a Transaction.

15.3 No claim by the Merchant against the Cardholder shall be the subject of any counterclaim, defence, or set-off against eNETS.

15.4 The parties acknowledge and agree that the NETS Access Device is provided on an as-is-where-is basis and all warranties and representations in connection with the NETS Access Device are expressly disclaimed by eNETS to the maximum extent permissible at law. Without prejudice to the generality of the foregoing, eNETS:
(a) does not warrant that the Merchant’s use of the NETS Access Device will be uninterrupted or error-free; and
(b) does not warrant that the NETS Access Device and/or the information obtained by the Merchant through the NETS Access Device will meet Merchant’s requirements.

16. SUSPENSION OF MERCHANT SERVICES

16.1 eNETS reserves the right to suspend the Services immediately on notice to the Merchant if any of the events listed in Clause 18.4 of the T&C occurs. When exercising this right, eNETS is not required to notify the Merchant of the date on which the suspension of the Services will end.

16.2 When eNETS suspends the Services:
(a) the Merchant shall not accept any Cards as payment for goods or services; and
(b) eNETS is not obliged to accept any Transactions processed by the Merchant after notification of suspension.

16.3 eNETS may during the period of suspension of the Services, terminate this eNETS Credit Merchant Agreement in accordance with Clause 18.4 of the T&C.

16.4 eNETS may also suspend the availability of various types of Cards for such period or periods as eNETS may consider appropriate if:
(a) eNETS reasonably considers that the principles of prudent banking require such action; or
(b) a financial institution has suspended the use of those types of its Cards.

17. TERMINATION

17.1 In addition to the rights granted to eNETS under the T&C, eNETS shall also be entitled at any time to terminate this eNETS Credit Merchant Agreement immediately upon written notice to the Merchant if:
(a) where the Merchant is a sole proprietor or a partnership, if the Merchant is deceased or its partnership is dissolved;
(b) the Merchant’s business involves any trade or activity deemed undesirable by eNETS, or any ministry or department of the Government of Singapore, including any statutory authority or body in Singapore established with powers to regulate banking, credit or financial services and/or electronic transactions or communications;
(c) any amount payable by the Merchant to eNETS is overdue, or in eNETS’ opinion the Merchant is unlikely to be able to meet its payment or other obligations to eNETS;
(d) the Merchant has been identified in the any Card Scheme databases or any banking databases as having previously acted fraudulently;
(e) eNETS carried out a Chargeback in accordance with Clause 8 and the chargeback is dishonoured or otherwise refused for any reason;
(f) the Merchant has, in eNETS’ reasonable opinion, an excessive Chargeback to Transaction ratio, or excessive Fraud to Transaction Ratio or if eNETS decides in its sole discretion that the Merchant is involved in an unacceptably high number of refund requests;
(g) the Merchant is in breach of any material Card Scheme Regulations applying generally across all merchants;
(h) the Merchant defaults under any lease or licence relating to the Merchant’s premises (where applicable);
(i) the Merchant fails or neglects to submit any Sales Slips to eNETS for processing for a period exceeding six (6) calendar months; or
(j) eNETS is not able to provide the Services under this eNETS Credit Merchant Agreement for any reason.

17.2 In the event that eNETS terminates this eNETS Credit Merchant Agreement in accordance with the terms hereof, the Merchant acknowledges and agrees that no reason whatsoever needs to be communicated to the Merchant for such termination and eNETS shall not be liable in any way for any loss or damage incurred or suffered by any party due to such termination.

17.3 If any Sales Slips are received by eNETS from the Merchant after the date of termination of this eNETS Credit Merchant Agreement, eNETS may in its absolute discretion return the Sales Slips or retain the Sales Slips for payment on a collection basis, in which case the Merchant shall not be entitled to payment in respect of such Sales Slips until eNETS has received payment from the NETS Cardholder or the bank.

18. Relevant Money
“Relevant Money” means any money received by eNETS from or on account of a eNETS’ customer in respect of eNETS Credit and Debit MM and that is held by eNETS, but excludes any money:

(vi) paid to eNETS to reduce the amount owed by that customer to eNETS;
(vii) repaid by eNETS to that customer;
(viii) paid to eNETS or which eNETS has informed that customer will be used, to defray any fee or charge imposed by eNETS for providing the eNETS Credit and Debit MM services to that customer;
(ix) paid to and received by a recipient in accordance with instructions provided by that customer to eNETS;
(x) paid to any other person that is entitled to the money.

1. All your Relevant Money will be held by eNETS on your behalf and deposited in a trust account opened with DBS, UOB or OCBC Bank (“Safeguarding Institutions”), together with and may be commingled with the Relevant Money received by eNETS from its other customers. You understand and accept that the risk of such commingling is that you may potentially be exposed to the losses of other customers as your Relevant Money is commingled with monies of other customers in the same account.

2. eNETS will not be liable for the insolvency, acts or omissions of any of the Safeguarding Institutions under this Agreement. In the event of insolvency of any of the Safeguarding Institutions there is a risk that you may not be able to recover your Relevant Money in full.

3.You will not receive interest or other earnings on any Relevant Money and in entering into this Agreement you agree that you have waived any and all entitlement to such interest under the Payment Services Regulations.

APPENDIX 4
eNETS DIRECT ACQUIRING (DA) AGREEMENT

Unless otherwise indicated in this Appendix 4, the terms and conditions set out in the T&C shall apply mutatis mutandis to the terms and conditions of this Appendix 4, which constitutes an agreement between eNETS Pte Ltd (“eNETS“) and the Merchant (“eNETS DA Agreement“).

[The Merchant agrees to be additionally and cumulatively bound by all the provisions of the T&C as if each reference to “NETS” is also a reference to “eNETS”.] For the avoidance of doubt, unless expressly stated otherwise, the rights and remedies provided in this eNETS DA Agreement are cumulative and not exclusive of any rights or remedies (whether provided by Applicable Law or otherwise), and the Merchant shall bear all costs and expenses, including legal and other consultant fees, arising in connection with performing or ensuring the due performance of its obligations under this eNETS DA Agreement, and/or with any other matters referenced therein.

In the event of any inconsistencies between the T&C (or any agreement which is incorporated by reference into the T&C) and this eNETS DA Agreement, the provisions of this eNETS DA Agreement shall prevail.

1. DEFINITIONS AND INTERPETATION
1.1 In this eNETS DA Agreement, the following words and expressions shall have the following meanings, unless the context otherwise requires:

“Applicable Law”	means any applicable law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other instrument, including any subsidiary legislation, regulations and any codes of practice, standards of performance, circulars, policy statements, requirements, judgments, decrees or writs (in each case whether or not having the force of law) or written directions issued thereunder by any governmental, regulatory or judicial body or agency having jurisdiction over any Party to this eNETS DA Agreement, in each case as amended, consolidated, re-enacted or replaced from time to time;
“Authorisation Code”	means the unique approval code issued in respect of a Transaction proposed to be accepted and/or processed by the Merchant;
“Card”	shall be deemed to include any payment card or token (including without limitation digital tokens) bearing the name, trade mark and/or logo of a Card Scheme or any other card(s) or token(s) designated in writing by eNETS from time to time as being a card or cards which is/are to be accepted and honoured by the Merchant pursuant to this eNETS DA Agreement;
“Card Scheme“	shall be deemed to include any of MasterCard, Visa, or any other payment processing system, network or association which eNETS agrees to process payments for on behalf of the Merchant under this eNETS DA Agreement;
“Cardholder”	means the NETS Cardholder;
“Chargeback”	means any refund or reimbursement provided to the Cardholder of the price of goods and/or services (or part thereof) under any Transaction, whether initiated by the Merchant or Cardholder;
“Confidential Information“	shall deemed to include any non-public information that eNETS designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential, and includes any information which is proprietary or confidential, including without limitation: (a) trade secrets; (b) the confidential operations, processes, technology or inventions carried on or used by a person; (c) any information which is secret or confidential or which a business person may reasonably regard as secret or confidential, and which relates to a person’s business, organisation, finances, dealings, transactions or affairs, distributorship, franchise or other arrangements, principals, clients or vendors, or products or services, or their development, manufacture, clinical testing, analysis, marketing, or sale or supply; (d) a person’s technology or designs, dealer’s lists, vendor lists or marketing studies, drawings, notes or memoranda, budgets, accounts or financial statements or information, or documentation or manuals, and the information contained therein; (e) any secret or confidential information which relates to any of the transactions or affairs of a person’s principals, clients or vendors; or (f) any information or material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone
“Credit Slip“	means, as applicable, any physical or electronic voucher, advice, slip, note or any other form of document or instruction in a form prescribed by NETS issued by the Merchant to NETS and the Cardholder for or evidencing a Chargeback, or otherwise for the purpose of effecting a credit to the Cardholder’s Card account
“CTMF“	means the “Terminated Merchant File” (by whatever name called or as may be renamed from time to time) maintained and used by the Card Schemes to screen potential merchants before providing them with any facilities permitting the processing of payments;
“Deductions”	means the fees to be deducted from the amounts shown on the Sales Slips before payment is made to the Merchant, set out [in the Application Form applicable to this eNETS DA Agreement] or as may from time to time be fixed by eNETS and notified to the Merchant;
“Earmark Amount”	means such portion or whole of: (a) the funds in the Merchant’s Bank Account; and/or (b) any Payment Amount(s) payable by eNETS to the Merchant (whether now or in the future), as may be determined by eNETS from time to time in respect of which eNETS may have recourse in accordance with this eNETS DA Agreement;
“Effective Date”	means [the effective date for commencement of this eNETS DA Agreement, as specified in the Application Form applicable to this eNETS DA Agreement, or such date as eNETS may specify in writing];
“Electronic Communication“	means each transmission of data, information, payment requests, refund requests, instructions, authorisations, messages and other communication effected through the internet;
“eNETS DA Agreement”	means the terms and conditions set out under this Appendix 4, and the schedules hereto, including all supplements, variations, amendments and modifications thereto from time to time made in accordance with the terms hereof;
“Issuer Bank“	means a bank or other institution that is the issuer of a Card presented by a Cardholder in connection with any Transaction which has a licence agreement with a Card Scheme to issue one or more Cards;
“MAS”	means the Monetary Authority of Singapore;
“Mastercard“	means the payment processing system, network or association branded as such and offered by MasterCard International which eNETS agrees to process payments for on behalf of the Merchant pursuant to this eNETS DA Agreement;
“Mastercard International“	means [MasterCard International, Inc.] and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services;
“Merchant’s Bank Account”	means the account nominated pursuant to Clause 5.12 by the Merchant and acceptable to eNETS;
“Payment Amount“	means, in relation to a Transaction, the Transaction amount as stated on the relevant Sales Slip less any applicable Deductions and deductions relating to the withholding of payments, Chargebacks and/or adjustments as may be imposed by eNETS under this eNETS DA Agreement;
“PCI DSS“	means the “Payment Card Industry Data Security Standards” (as may be amended from time to time) mandated by the Card Schemes to inter alia facilitate protection of Cardholder’s data from unauthorised access;
“PDPA”	means the Personal Data Protection Act 2012 of Singapore;
“POS“	means point of sale, the time and place where a retail Transaction may be completed;
“PSA”	means the Payment Services Act 2019 of Singapore;
“Regulatory Authority”	includes any authority or agency which has jurisdiction over eNETS;
“Sales Slip“	means any physical or electronic voucher, slip, advice, note or any other form of document or instruction in a form prescribed by eNETS issued by the Merchant to eNETS and the Cardholder that evidences a Cardholder having effected a Transaction;
“Site“	means either the Merchant’s physical premises or the Merchant’s website on the internet through which goods and services are offered for sale or otherwise supplied by the Merchant, as the case may be;
“Small Merchant Program”	means Mastercard’s “Small Merchant Intracountry Interchange Program” (“Mastercard SMP”) and Visa’s “Singapore Small Merchant Card-Present Acceptance Program” (“Visa SMP”) offered by eNETS;
“SMP Merchant”	means Merchants participating in the Small Merchant Program;
“System“	shall be deemed to include the system comprising software, hardware, equipment, cabling and data transmission facilities operated or used for the transmission of Electronic Communications and data in retail POS, electronic commerce and mail order / telephone order Transactions, for the purpose of enabling a Cardholder to make payment using his/her Card, to purchase the Merchant’s goods and/or services via the Site;
“Terminal“	shall deemed to include any terminal placed at the Merchant’s physical premises to accept and process authorisation requests and to record Transactions occurring at such premises;
“Transaction“	shall be deemed to include a sale, payment or other transaction which a Cardholder enters into with the Merchant using a Card issued to the Cardholder;
“Trust Account“	has the meaning stated in Clause 5.16;
“Visa“	means the payment system, processing network or association branded as such and offered by Visa International which eNETS agrees to process payments for on behalf of the Merchant pursuant to this eNETS DA Agreement; and
“Visa International“	means [Visa, Inc] and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services.

1.2 In this eNETS DA Agreement:

(a) eNETS and Merchant are each a “Party” and collectively the “Parties“;

(b) all references to any exercise of discretion or judgment by eNETS, the making of a determination or designation by eNETS, the application of eNETS’ discretion or opinion, the granting or withholding of eNETS’ consent or approval, the consideration by eNETS of whether any matter or thing is satisfactory or acceptable, or as to its quality, or any decision to be made on eNETS’ part, shall be at eNETS’ sole and absolute opinion and discretion, and shall be final and conclusive and binding on the Merchant;

(c) a reference to a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the Effective Date;

(d) “other” and “otherwise” are not to be construed ejusdem generis with any foregoing words, and whenever the words “include”, “includes” or “including” are used in this eNETS DA Agreement, they shall be deemed to be followed by the words “without limitation”, and unless the context otherwise requires, “Clauses”, and “Schedules” are respectively to the clauses of, and the schedules to, this eNETS DA Agreement;

(e) “submit”, “deliver” or “transmit” and its grammatical variations shall also include submission, delivery or transmission effected via the System and through the internet; and

(f) unless expressly indicated otherwise: (i) all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months mean calendar months; and (ii) [references in this eNETS DA Agreement to a time of day are to Singapore time, and to dollars, unless expressly indicated otherwise, are to Singapore Dollars].

1.3 This eNETS DA Agreement shall bind the successors in title and legal personnel representatives of eNETS and the Merchant. If the Merchant is a partnership firm, this eNETS DA Agreement shall continue to be valid and binding for all purposes notwithstanding any change in its constitution whether by retirement, expulsion, death or admission of any partner amalgamation or otherwise.

1.4 Subject to the terms of this eNETS DA Agreement, this eNETS DA Agreement shall be effective as of the Effective Date and shall remain in force unless earlier lawfully terminated.

2. MERCHANT ACQUISITION FOR ACTIVATED SERVICES

2.1 eNETS may from time to time in its sole and absolute discretion make available to the Merchant services corresponding to a Card Scheme under this eNETS DA Agreement, and by the Merchant selecting, accessing, using, and/or activating any such services (“Activated Services“), to the maximum extent permitted under the applicable Card Scheme Regulations, in respect of each of the Activated Services (associated with the corresponding Card Scheme), the Merchant agrees, acknowledges, and undertakes to eNETS as follows:

(a) the Merchant agrees to comply with the terms and conditions set out under this eNETS DA Agreement;

(b) the Merchant shall comply with the Card Scheme Regulations, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the Card Scheme Regulations as stated to be applicable the Merchant or its business;

(c) the fullest extent of eNETS’ obligations in connection with the Activated Services is to only facilitate the making available of the Activated Services to the Merchant on a pass-through basis, “as is”, “as available” and “as received” by eNETS. The Activated Services are the sole responsibility of each of the relevant Card Scheme, and provided by the Card Scheme as principal. eNETS neither owns nor operates the Activated Services, and eNETS shall have no obligations in respect of each Card Scheme’s due performance in respect thereof;

(d) the Merchant shall be bound by the prevailing terms and conditions, instructions, procedures and directions relating to the Activated Services as eNETS and/or the relevant Card Scheme may from time to time specify to the Merchant. Without limiting the generality of the foregoing, the Activated Services are subject to: (i) availability and location serviceability from time to time; (ii) this eNETS DA Agreement; and (iii) any additional terms and conditions as eNETS and/or Card Scheme may specify to the Merchant;

(e) eNETS hereby expressly excludes any guarantee, representation, warranty, condition, term or undertaking of any kind, whether express or implied, statutory or otherwise, relating to or arising from, the access to or use of the Activated Services, any security measures, security features and/or measures of the Activated Services, including any warranties of merchantability, satisfactory quality, fitness for a particular purpose, and/or conformity with description. eNETS does not represent or warrant that: (i) the Activated Services will meet the Merchant’s requirements; (ii) the Activated Services will always be available, accessible, function or interoperate with any network infrastructure, system or such other services as eNETS may offer from time to time; and/or (iii) the Merchant’s use of the Activated Services will be uninterrupted, timely, secure or free of any malware or error;

(f) the Merchant shall at all times promptly provide eNETS with any information, documents and/or materials (including without limitation corporate, payment processing, transactional or other information) that eNETS and/or the relevant Card Scheme may from time to time require, and the Merchant shall perform any and all such acts or things, including the forbearance to do any and all such acts or things, in each case as may be required or expedient, in any case for the following purposes:

(i) making available the Activated Services, facilitating any Transaction, fulfilment of obligations to eNETS or Cardholders, addressing or investigating any feedback complaints, claims, disputes or fraudulent activities relating to the Activated Services, or for eNETS to perform credit risk, security, qualification, and Card Scheme compliance tasks and other reviews related to the provision of the Activated Services;

(ii) complying, or facilitating eNETS’ compliance with Applicable Laws and/or Card Scheme Regulations and/or other regulatory matters (including but not limited to anti-money laundering and sanctions monitoring), or to avoid violation of any Applicable Laws and/or Card Scheme Regulations and/or other regulatory matters. Examples of Applicable Laws that eNETS is subject to in connection with its provision of the Activated Services, which may give rise to such obligations on the Merchant’s part include but is not limited to:

(A) anti-money laundering, countering the financing of terrorism and sanctions laws and regulations, including but not limited to any and all regulatory requirements pertaining to the collection and retention of information, documents and materials in relation to any transactions using the Activated Services;

(B) any and all regulatory requirements imposed on eNETS by the MAS or any other Regulatory Authority, including but not limited to any and all requirements pertaining to the submission of regulatory returns, periodic reports or record keeping; and

(iii) such other purposes relating or relevant in connection with the matters described under sub-paragraphs (i) and/or (ii) above, or as may be notified to the Merchant by eNETS from time to time,

and the Merchant further agrees that any and all such information, documents and/or materials may be disclosed to the Card Scheme for any such purposes. The Merchant authorises eNETS to obtain information from third parties when performing credit risk, security, qualification and other reviews. The Merchant agrees that all information provided by it to eNETS in connection with the Activated Services shall comply with all formats, specifications, protocols and requirements as reasonably necessary to meet the foregoing purposes;

(g) the Merchant shall be solely responsible for dealing with any dispute of whatsoever nature concerning any goods and/or services offered, supplied, sold, delivered and/or performed by or through the Merchant or which constitute the subject matter of a Transaction, including any dispute concerning the quality, nature and/or price of any such goods and/or services. Under no circumstances shall eNETS have any liability arising out of or in connection with any such dispute;

(h) the Merchant shall not acquire any rights in respect of intellectual property rights of eNETS and/or Card Scheme, including without limitation any of their respective names, logos or marks, nor in relation to any transactional or other data arising in connection with any Transaction; and

(i) unless eNETS expressly permits otherwise in writing, the Merchant may not withdraw, cancel or make any changes to any payment processing instructions following transmission via the Activated Services, save that eNETS may in its sole and absolute discretion enable the processing of refunds or reversal of payments made via the Activated Services (“Refund Feature“). The Refund Feature is made available by eNETS “as is” and “as available”, and is subject in any event to the relevant Card Scheme allowing such refund or reversal to be effected in respect of any Transaction. Any use and/or access of the Refund Feature shall be subject to the terms of this eNETS DA Agreement, as well as any additional policies and guidelines as may be required by the relevant Card Scheme and notified to the Merchant from time to time. Notwithstanding any of the foregoing, eNETS may, at its sole and absolute discretion, cancel or decline to process or complete any such instructions without providing any reason therefor, and eNETS also reserves the right to modify the mechanism of processing refunds in connection with the Activated Services from time to time.

3. DISPLAY AND PROMOTIONAL MATERIALS

3.1 The Merchant shall only display at the Merchant’s Site(s) and on promotional materials the names of relevant Cards, symbols, logos and trade marks of all relevant Card Schemes (“Acceptance Marks“), for the sole purpose of informing the public that the Cards will be accepted and honoured by the Merchant, in such form and manner as eNETS may from time to time prescribe and in compliance also with any terms or guidelines imposed by each Card Scheme in connection with such display and use. Without limitation to the foregoing, the Acceptance Marks shall be displayed at parity (in terms of size, frequency, colour treatment and location). The Merchant shall at its own cost and expense comply with any directions eNETS may issue in connection with the use or removal of the Acceptance Marks of eNETS or any Card Schemes.

3.2 The Merchant’s use of such promotional materials shall be subject to eNETS’ directions from time to time. The Merchant’s right to use or display the Acceptance Marks of each Card Schemes may continue only so long as this eNETS DA Agreement remains in full force and effect and eNETS continues to process the Cards issued by such Card Scheme under this eNETS DA Agreement, or until the Merchant is notified by eNETS to cease such use. Upon the termination of this eNETS DA Agreement, the Merchant shall immediately cease such use, and deliver to eNETS all copies of the Acceptance Marks and/or any promotional materials which may have been provided by eNETS and/or any Card Schemes.

4. ACCEPTANCE OF CARDS

4.1 The Merchant agrees to accept and honour promptly without discrimination all Cards properly presented or used by a Cardholder for payment of goods sold and/or services provided, without preferring in lieu thereof any other form of payment.

4.2 The Merchant shall in respect of each Transaction, provide all information necessary to identify and describe such Transaction in a Sales Slip in the form and manner designated by eNETS from time to time, including the following:

(a) the Merchant’s registered name and Site;

(b) the Transaction amount in Singapore Dollars (unless otherwise expressly agreed between eNETS and the Merchant in writing) corresponding to the price of the goods sold and/or services provided, as the case may be;

(d) the Cardholder’s name;

(e) a description of the goods sold and/or services provided;

(f) the Merchant’s policy of returns and refunds of the goods and services offered on the Site, if applicable;

(g) any information as required under the applicable Card Scheme Regulations; and

(h) any other information as eNETS may specify to the Merchant.

4.3 The Merchant represents and warrants to eNETS that the information contained in any Sales Slip submitted to eNETS is true and accurate.

4.4 The Merchant shall not accept or honour any Card which:

(a) is not authorised by the Cardholder;

(b) is invalid or expired;

(d) is notified to the Merchant by or on behalf of eNETS and/or any Card Scheme as being lost, stolen and/or cancelled.

4.5 The Merchant shall not, in connection with the use and acceptance of any Card:

(a) require or impose any obligation to pay or otherwise recover from Cardholder any fee, surcharge, any part of the Deduction(s), or any sums of money in connection thereto;

(b) solicit or promote any other method of payment more actively than payment through the use of the Card; and/or

(c) impose any minimum or maximum amounts as a precondition for the acceptance of the Cards for payment of goods and/or services purchased.

4.6 The Merchant may process any purchase of goods and services by a Cardholder as separate Transactions evidenced by two or more Sales Slips (“split-sales“), only in the following scenarios:

(a) in a partial or delayed delivery situation; or

(b) to charge multiple Transactions against the same Card, but only in circumstances where those Transactions are of such combined or aggregate value that they would not, in the absolute opinion of eNETS, have resulted in a different authorisation response from eNETS if they were processed in a single Transaction.

4.7 The Merchant shall not process any Transaction which includes in a Sales Slip only a part of the amount due, except:

(a) where the balance of the amount due is paid by the Cardholder at the time of sale in cash, by cheque, or by any means other than a Card; or

(b) where the goods or services are to be delivered or performed at a later date and a Sales Slip is issued in respect of a deposit, and another Sales Slip is issued in respect of the balance amount, provided that the second Sales Slip is issued only upon delivery of goods or performance of services, and such Sales Slips are marked with the word “deposit” or “balance” as the case may be.

4.8 The Merchant agrees to abide by and comply with:

(a) all rules, regulations, directives, guidelines, manuals, instructions and other requirements which may be imposed from time to time by the relevant Card Scheme and/or eNETS, including without limitation those pertaining to the use and/or acceptance of any Card in connection with any Transaction, and/or Authorisation Codes; and

(b) all laws, rules and regulations applicable to its business and all Applicable Law, rules, regulations, guidelines, rulings, and directives of any governmental or regulatory authority or agency, including without limitation the PDPA and any and all other applicable personal data protection laws.

4.9 Notwithstanding anything to the contrary in this eNETS DA Agreement: (a) the Merchant shall not conclude or process any Transaction if it has not received an Authorisation Code (which may for the avoidance of doubt be conveyed through eNETS or issued by the relevant Card Scheme(s)) for the Transaction; and (b) any failure whatsoever by eNETS to convey any Authorisation Code in respect of any Transaction shall not be a breach of this eNETS DA Agreement by eNETS.

4.10 The Merchant undertakes to eNETS that:

(a) save as expressly provided in this eNETS DA Agreement, the Merchant shall ensure that any Sales Slip submitted to eNETS for processing does not record the supply of goods and/or services to the relevant Cardholder by a party other than the Merchant;

(b) the Merchant shall not, without the prior approval of eNETS, (i) submit or request for processing any Sales Slips, Credit Slips, Transactions and/or Chargebacks arising from any material change in the type of goods and/or services it offers; or (ii) substantially alter its method of doing business; and

(c) the Merchant shall not submit or request for processing any Transaction for which there has been a previous Chargeback to eNETS and the goods sold by the Merchant to that Cardholder have been subsequently returned to the Merchant and/or Merchant has not rendered to Cardholder any relevant services.

4.11 The Merchant represents and warrants to eNETS that:

(a) the Merchant has no knowledge, and does not reasonably have knowledge, of any fact or matter that would impair the ability of eNETS to collect the amount payable from the relevant Cardholder as recorded on each Sales Slip submitted by the Merchant;

(b) all Transactions and all records, data and information submitted to eNETS are to the best of the Merchant’s knowledge true, accurate, valid, genuine and correct; and

(c) all Transactions processed by the Merchant are in compliance with this eNETS DA Agreement, the relevant Card Scheme Regulations and Applicable Laws.

4.12 The Merchant shall not abandon the Site or change the address of the Site without the prior approval of eNETS and without procuring proper and satisfactory arrangements for persons attempting to gain access to the original address of the Site to locate the new address of the Site with ease.

5. PAYMENTS

5.1 All Transactions shall be made in Singapore Dollars or any other currencies which eNETS may accept from time to time, and subject to a maximum transaction value of S$20,000, or such other limit that may be permitted by eNETS in writing from time to time.

5.2 In relation to each Transaction, the Merchant agrees and acknowledges that eNETS need only pay to the Merchant the monies in such currency as received from the relevant Card Scheme(s) (less all Service Fees and/or other fees due and owing to eNETS by the Merchant), upon receipt such monies from the relevant Card Scheme(s). For avoidance of doubt, in the event that eNETS do not receive payment from the relevant Card Scheme(s) for any reason whatsoever, eNETS shall not be liable to the Merchant for such sums.

5.3 The Merchant shall pay the Service Fees and/or Cardholder Fees relating to this eNETS DA Agreement (each a “Relevant Fee“) in the manner and to such account(s) as eNETS may designate from time to time. eNETS may revise the Relevant Fee(s) from time to time and will notify the Merchant in writing of the date (“Commencement Date“) when the Relevant Fees become applicable and payable. The written notice will be given to the Merchant at least thirty (30) days prior to the Commencement Date. The Merchant shall confirm in writing to eNETS its acceptance or non-acceptance of the revised Relevant Fees within twenty one (21) days from the date of eNETS’ aforesaid notification of the revision to Relevant Fee(s). If eNETS does not receive the Merchant’s written non-acceptance of the revised Relevant Fee(s) within the aforesaid period of twenty one (21) days, the Merchant shall be deemed to have accepted the revised Relevant Fee(s) and shall be bound to pay the revised Relevant Fee(s) from the Commencement Date. If the Merchant notifies eNETS in writing within the aforesaid period of twenty one (21) days that it does not accept the revised Relevant Fee(s), this eNETS DA Agreement shall be deemed terminated on the Commencement Date but without prejudice to the antecedent rights or liabilities of the Parties hereto.

5.4 In addition, subject to the terms of this eNETS DA Agreement and the due and timely performance by the Merchant of all its obligations thereunder, eNETS will exercise reasonable endeavours to pay the Merchant the Payment Amount only in respect of each Transaction which meets the following:

(a) eNETS has determined the Transaction to be compliant with the terms of this eNETS DA Agreement pursuant to any audits and/ or checks that eNETS may, in its sole discretion, choose to conduct;

(b) the Transaction was entered into whilst this eNETS DA Agreement is in force; and

(c) all of the information specified in Clause 2 in connection with the Transaction has been duly delivered and submitted to eNETS by the Merchant in accordance with the terms of this eNETS DA Agreement.

5.5 Any payment made by eNETS pursuant to Clause 1 shall:

(a) be in Singapore Dollars (unless otherwise agreed between eNETS and the Merchant in writing); and

(b) not be construed as a representation by eNETS that the Transaction complies with the criteria listed in Clause 1.

5.6 eNETS shall have the right in its absolute discretion to claim or recover from the Merchant any payment made, in accordance with the provisions of Clause 7.

5.7 In relation to any Sales Slip submitted by the Merchant, eNETS shall be solely entitled to all interests in the related accounts receivable and to make billings and collections thereon. The Merchant agrees not to solicit or to make any collections thereunder. In addition, the Merchant shall not receive any payments from a Cardholder with respect to any charges for goods and/or services which are included on a Sales Slip resulting from the use of the Card. The Merchant shall not make any special charge or take any security from the Cardholder.

5.8 eNETS shall be the absolute owner of all Sales Slips.

5.9 [The Merchant agrees and acknowledges that all Sales Slips and Credit Slips drawn pursuant to the provisions of this eNETS DA Agreement shall be in Singapore currency] unless otherwise agreed between eNETS and the Merchant in a written authorisation to transact in other currencies, which shall be countersigned by the Merchant and obtained from eNETS. Any Transaction in a currency other than Singapore currency shall be based on such rate(s) of exchange as eNETS may in its sole and absolute discretion deem appropriate.

5.10 Notwithstanding anything to the contrary in this eNETS DA Agreement, eNETS shall have the right to refuse payment to the Merchant for the full or partial Payment Amount in respect of any Transaction, and if eNETS has already paid or credited Merchant’s Bank Account with such Payment Amount, without prejudice to eNETS’ rights under Clause 7 or any other provision under this eNETS DA Agreement, eNETS shall have the right to prohibit the Merchant from withdrawing the funds on deposit, to debit or to charge any account of the Merchant with eNETS without further reference or notice to the Merchant, or to have the Merchant forthwith reimburse eNETS such relevant amount (including any overdraft) upon eNETS’ demand, in particular if eNETS determines in its absolute discretion that any of the following events has occurred:

(a) the goods are returned to the Merchant or the services of the Merchant have been rejected, whether or not a Credit Slip is delivered to eNETS;

(b) the Merchant did not obtain an Authorisation Code for that Transaction;

(c) the Authorisation Code recorded on the Sales Slip: (i) does not correspond with eNETS’ record of the relevant Authorisation Code issued; or (ii) fails to correspond with the valid Authorisation code number obtained through the authorisation system of the relevant Issuer Bank or the Sales Slip otherwise indicates a mismatch in the nature of business, customer profile, or place of business of the Merchant;

(d) any Sales Slip is illegible, altered improperly and/or incomplete;

(e) the Cardholder disputes the sale, quality, or delivery of goods or the performance or quality of service covered by the Sales Slip or denies liability to pay for the same for whatever reason;

(f) any Sales Slip or Credit Slip is drawn by the Merchant in circumstances constituting a breach of any term, condition, representation, warranty, duty or obligation of the Merchant under this eNETS DA Agreement;

(g) the Card is invalid, is revoked, or may be counterfeit, or eNETS receives notification from the Issuer Bank or the Card Scheme that the Transaction is or may be fraudulent;

(h) the sale of goods, performance of services, or the use of a Card, involves a violation of law or the rules or regulations of any governmental or regulatory agency, local or otherwise or any Applicable Law, notwithstanding that eNETS may have had notice of any such violation at the time when payment was made;

(i) any breach by the Merchant (and/or its agents, employees or contractors) of its/their representations, warranties, undertakings or obligations under this eNETS DA Agreement;

(j) the Merchant presents records (for example Sales Slips and Credit Slips) of transactions (including without limitation Transactions) which it knows or should have known to be false, fraudulent, incorrect or not made or authorised by the Cardholder or any paper (including without limitation Sales Slips) which did not originate as a result of a genuine transaction (including without limitation Transactions) between the Cardholder and the Merchant for the purchase of goods or services;

(k) a breach by the Merchant of any of the Card Scheme Regulations or any term or condition therein or any Applicable Law;

(l) any Sales Slip does not correspond with the records of eNETS; and/or

(m) any transaction (including without limitation any Transaction) is deemed by eNETS to be fraudulent, irregular, suspicious, a forgery, or otherwise not in order.

5.11 If an Issuer Bank or Card Scheme other than eNETS refuses to honour any one or more of the Sales Slips issued by the Merchant, or if there is any Chargeback, the Merchant shall refund by way of a Credit Slip pursuant to Clause 7 the sum of all amounts appearing on the face of the Sales Slips which have been dishonoured or charged back, and eNETS shall be entitled to recover forthwith the said amounts from the Merchant.

5.12 The Merchant shall nominate, establish, and maintain such corporate banking account(s) as eNETS may specify from time to time.

5.13 The Merchant agrees and acknowledges that:

(a) the submission of Sales Slips for processing shall constitute an endorsement by the Merchant. The average dollar value, volume processed, and percentage of chargebacks and returns disclosed by the Merchant to eNETS are important variables for eNETS’ determination of any fees indicated. If these variables are found to be materially different from those disclosed, eNETS shall have the right to change the fees;

(b) eNETS is not a guarantor of final payment for the Sales Slips to the Merchant;

(c) the Merchant hereby waives notice of default or non-payment, protest or notice of protest, demand for payment and any other demand or notice in connection with any Sales Slip sought to be processed under this eNETS DA Agreement;

(d) the Merchant shall consent to any extension of time or compromise made with any Cardholder relative to any Sales Slip without limiting the Merchant’s liability; and

(e) the Merchant must promptly notify eNETS if it fails to receive the relevant Payment Amounts or if there are any changes to the Merchant’s Bank Account. Transfer of the Payment Amounts may be delayed or misdirected if the Merchant provides inaccurate information about, or fails to notify eNETS of changes to, the Merchant’s Bank Account. eNETS is not responsible for settlement errors that arise if the Merchant provides inaccurate information about, or fails to notify eNETS of changes to, the Merchant’s Bank Account.

5.14 Without prejudice to the other rights and remedies of eNETS, to the maximum extent permitted by law, eNETS may withhold the Earmark Amount for such duration and on such basis (including without limitation on a rolling basis) as eNETS determines in its sole and absolute discretion from the Merchant in the event that:

(a) this eNETS DA Agreement is terminated for any reason;

(b) any breach by the Merchant (and/or its agents, employees or contractors) of its/their representations, warranties, undertakings or obligations under this eNETS DA Agreement;

(c) the Merchant engages in any processing of charges, which creates an overcharge to the Cardholder by the duplication of charges; and/or

(d) any proceedings are commenced or a resolution is passed for the winding up or dissolution or bankruptcy of the Merchant or any proceedings are commenced for the judicial management of the Merchant or a receiver or receiver and manager is appointed over the Merchant or any of its assets in any jurisdiction.

5.15 Without prejudice to any of its other rights and remedies, eNETS shall at all times be entitled to set-off any amount owing or outstanding or due to eNETS from time to time under this eNETS DA Agreement or any other agreement or account, including without limitation any amount the Merchant is liable to pay eNETS due to a Chargeback and all losses, damages, actions, proceedings, claims, liabilities (whether contingent or otherwise), fees, costs and all expenses (including legal costs on a full indemnity basis) that may be incurred or suffered by eNETS as a result of or in connection with the Merchant’s breach of its representations, warranties, undertakings or obligations under this eNETS DA Agreement and/or the Merchant’s delay or failure to provide satisfactory services and/or products to customers who have purchased and/or acquired such services and products from the Merchant, against[: (a) the Earmark Amount; (b) any other liabilities of eNETS to the Merchant and / or (c) from the Trust Account(s) (as defined in Clause 16 below)].

5.16 eNETS is required under the PSA to safeguard relevant money (as defined under the PSA) received from or on account of its clients. eNETS has arranged for the aggregate relevant money of its clients to be safeguarded on behalf of its clients in trust account(s) (“Trust Account(s)“) opened with a safeguarding institution that is a licensed bank in Singapore. Generally, any relevant money received by eNETS on account of its clients (which include proceeds of funds received by eNETS in connection with the Merchant’s transactions, including any funds which form part of the Earmark Amount in accordance with Clause 14) that is deposited in the Trust Account(s) will be commingled with relevant money received on account of other clients, but will be kept separate from eNETS’ proprietary funds. Consequently, the Merchant hereby acknowledges that eNETS’ funds in the Trust Account could be subject to competing claims from other clients of eNETS, and could be withdrawn to meet the obligations of other clients. If the safeguarding institution with which the Trust Account(s) is/are maintained becomes insolvent, the Merchant may be delayed or prevented from recovering its full entitlement to the relevant money.

5.17 [Notwithstanding Clause 2, eNETS may if it deems fit in its sole discretion, pre-fund any transfer or deposits into the Trust Account(s) using its own money prior to the receipt of payment by eNETS from the relevant Card Scheme(s) for the purposes of paying the Merchant the relevant Payment Amount. Where eNETS pre-funds any transfers or deposits into the Trust Account(s) prior to the receipt by eNETS of the equivalent amounts from the relevant Card Scheme(s), then eNETS (and not the Merchant) will be fully entitled to those equivalent amounts subsequently received from the relevant Card Scheme(s) and accordingly, eNETS will not be obliged to pay those equivalent amounts into the Trust Account(s).]

5.18 The Merchant shall not receive interest or other earnings on any monies held in the Trust Account(s) and in entering into this eNETS DA Agreement, the Merchant agrees to waive any and all entitlement to such interest under the Payment Services Regulations 2019.

6. RECORDS OF TRANSACTIONS

6.1 The Merchant shall keep and preserve the Merchant’s copies of all Sales Slips and Credit Slips delivered to eNETS and all other documents and records (regardless whether in documentary or electronic form) relating to each Transaction, each Chargeback and the goods and services in respect thereof, for a period of [18 months] from the date of the Transaction or Chargeback. Upon request, eNETS shall be entitled to examine, inspect and verify all such records and documents, and the Merchant shall provide eNETS with copies of such records and documents.

6.2 The Merchant shall furnish eNETS, within [3 Business Days] after receipt of written request by eNETS, such information or documents relating to any Transaction, Chargeback, Sales Slip or Credit Slip as may be requested by eNETS.

6.3 The Merchant shall verify all information or documents furnished to eNETS pursuant to a request under Clause 2 and notify eNETS in writing (or by any other means specified by eNETS) of any error or discrepancies in any such records and documents provided within [7 days] after the date of the Transaction in each case (or such other period as may be determined by eNETS). If eNETS does not receive any notification within the stipulated time, all such information and the entries in any such records and documents shall be deemed to be binding and conclusive on the Merchant. For avoidance of doubt, nothing in this Clause shall restrict eNETS from disputing the veracity or accuracy of such information or documents.

7. CREDIT SLIPS

7.1 eNETS shall have the right in its sole and absolute discretion to accept, cancel or decline to process any Chargeback and/or refund in connection with this eNETS DA Agreement without providing any reason therefor, and eNETS also shall have the right to modify any mechanism of processing any Chargeback or refund from time to time.

7.2 If any goods or services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a transaction or any part thereof in favour of the Cardholder for any reason, the Merchant shall not make a cash refund to the Cardholder but shall deliver promptly to eNETS a true and complete copy of each Credit Slip evidencing such refund or adjustment.

7.3 Each Credit Slip shall include all of the following details: (a) the name of the Merchant from which the products or services to which the refund relates are purchased; (b) the address of the Merchant; (c) the transaction amount and stating whether such amount will be debited from or credited to that Card account; (d) the transaction currency; (e) the transaction date (or credit preparation date); (f) the unique transaction identification number; and (g) amount of the credit in sufficient detail to identify the relevant Transaction.

7.4 All Credit Slips drawn pursuant to this eNETS DA Agreement shall be in Singapore Dollars.

7.5 The Credit Slip shall not be deemed invalid solely for the reason that it has not been signed, stamped and/or dated. In addition, so long as a Credit Slip has been issued by the Merchant, eNETS may deem such Credit Slip to be good for the purpose for which it has been issued.

7.6 The Merchant agrees that eNETS and/or the Card Schemes may conduct background investigation(s) on the Merchant, including to generate credit reports of both the business and the principals and/or officers of the business of the Merchant. eNETS shall have the right to conduct an inspection of the Site at any reasonable time.

8. CHARGEBACKS

8.1 If eNETS receives a Chargeback raised by the Issuer Bank, the Merchant shall immediately pay to eNETS the relevant amount of the Chargeback. If any such amount is uncollectible through withholding from any payments due hereunder, the Merchant shall, forthwith upon demand by eNETS, pay eNETS the full amount of the Chargeback within such timelines as eNETS may notify the Merchant, and the merchant shall indemnify eNETS against any and all claims, liabilities, expenses, costs, loss or damage of whatever nature resulting from or in connection with the same. eNETS may charge interest at a rate which it may determine in its sole and absolute discretion in respect of any delayed payments.

8.2 In addition, eNETS shall be entitled, upon receiving notification from the relevant Issuer Bank and/or Card Scheme and without any requirement for or any obligation to obtain any further proof thereof, to:

(a) withhold full or partial payment to the Merchant;

(b) setoff against any payment accruing to the Merchant;

(d) seek immediate reimbursement from the Merchant as a debt,for the amount of the relevant Chargeback imposed by the relevant Issuer Bank and/or Card Scheme against eNETS in connection with a Transaction, including but not limited to, where: (i) the Merchant’s goods/services is/are returned or rejected by the Merchant’s customer for any reason; (ii) the credit or charge card details used to effect a Transaction are fictitious or belong to a non-existent account; (iii) the Merchant’s customer alleges that a Transaction has been drawn without his/her consent or instruction; (iv) the relevant bank otherwise refuses for any reason to clear or settle the funds in connection with a Transaction.

If any amount withheld, set-off, deducted or reimbursed (as the case may be) under this Clause 8.2 becomes payable or refundable to the Merchant, eNETS shall pay or refund, without interest, such amount to the Merchant as soon as practicable.

9. REFUNDS

9.1 Merchant undertakes to establish or maintain a fair policy of refunds to Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by the Merchant. Such refund policies shall be disclosed to the Cardholders at the time of purchase. Merchant shall also permit returns and refunds to any Cardholder the price paid for any product or services purchased or procured from Merchant which are unsatisfactory to Cardholder.

9.2 In addition, the Merchant shall at all times act in accordance with the instruction for processing refunds contained in the Operations Manual (as defined under the T&C).

9.3 If the refund request is made by the Merchant’s customer to the Merchant and upon receipt of the Merchant’s instructions, eNETS may in its sole and absolute discretion refund any sum approved by the Merchant to the Merchant’s nominated customer. However, no refund of any Service Fees and/or Cardholder Fees levied on the original Transaction will be made.

9.4 The Merchant shall, if eNETS so requires, pay to eNETS on demand the full amount of any refund granted or made to the Cardholder.

10. SMALL MERCHANT PROGRAMME (ONLY APPLICABLE FOR SMP MERCHANTS)

10.1 Merchant may apply to participate in the Small Merchant Program offered by eNETS and eNETS may, at its sole and absolute discretion, allow the Merchant to participate in the Small Merchant Program on the condition that the Merchant meets all eligibility criteria as set out in Schedule 1 Paragraph 4 of this eNETS DA Agreement (“Mastercard SMP Eligibility Criteria”) and Schedule 2 Paragraph 4 of this eNETS DA Agreement (“Visa SMP Eligibility Criteria”) (collectively referred to as “SMP Eligibility Criteria”).

10.2 Without prejudice to the other terms and conditions under this eNETS DA Agreement, SMP Merchant additionally agrees and acknowledges as follows:

(a) Relevant Fees payable by SMP Merchant are at special rates (“SMP Rates”);

(b) the SMP Merchant’s entitlement to SMP Rates and participation in the Small Merchant Program is conditional on the SMP Merchant meeting and continuing to meet all SMP Eligibility Criteria;

(c) eNETS shall have the right to revise the SMP Rates and Relevant Fees payable by the SMP Merchant from time to time and such revised SMP Rates and Relevant Fees payable shall be binding on the SMP Merchant upon notification to the SMP Merchant by eNETS;

(d) eNETS and the relevant Card Schemes shall each have the right to amend the SMP Eligibility Criteria (or any part thereof) from time to time, and such amended SMP Eligibility Criteria shall be binding on the Merchant upon notification to the SMP Merchant by eNETS;

(e) the SMP Merchant shall, upon request by eNETS from time to time, promptly provide eNETS with any information, documents and/or materials (including without limitation corporate, payment processing, transactional or other information) to prove to the satisfaction of eNETS that the SMP Merchant has met and continues to meet any and all SMP Eligibility Criteria (as may be amended from time to time);

(f) in the event that the SMP Merchant, in eNETS’ sole and absolute opinion, fails to meet any of the SMP Eligibility Criteria (“SMP Termination Event”), the SMP Merchant shall be disqualified from the Small Merchant Program and the SMP Rates shall cease to apply, with immediate effect (“SMP Termination Date”), without prior notice from eNETS;

(g) in the event where the Merchant is charged Relevant Fees at SMP Rates after the SMP Termination Date for any reason whatsoever (including but not limited to eNETS’ error or omission), eNETS shall have the right to charge or claim for the shortfall in Relevant Fees payable by such Merchant;

(h) nothing herein (including the occurrence of SMP Termination Event) shall affect or limit the SMP Merchant’s obligations and liabilities under this eNETS DA Agreement; and

(i) eNETS’ decision under this Clause 10 shall be final and binding. eNETS shall not be obliged to provide any justification for the enforcement of any terms under this Clause 10.

11. REPRESENTATIONS AND WARRANTIES

11.1 To the maximum extent permissible under Applicable Laws, the Merchant agrees and acknowledges that:

(a) except as expressly provided herein, any and all payment processing systems and related services of Card Schemes made available to the Merchant under this eNETS DA Agreement are made available by eNETS on an “as is” basis without warranty of any kind (whether express, statutory, implied or otherwise) at the Merchant’s sole risk; and

(b) eNETS hereby expressly disclaims all warranties, whether express, statutory or implied, oral or in writing, including but not limited to the warranties of non-infringement of third party rights, title, satisfactory quality, accuracy, adequacy, completeness, timeliness, merchantability, currency, reliability, performance, security, fitness for a particular purpose, continued availability, or inter-operability with other systems or services, and no such warranty or representation is given in conjunction with any such payment processing systems and related services of Card Schemes made available to the Merchant under this eNETS DA Agreement.

12. EXCLUSION OF LIABILITY

12.1 The Merchant shall be solely responsible for addressing, and shall address, all complaints of the Cardholders in respect of its goods sold or services provided, in like manner as if such goods or services had been sold or provided by the Merchant for payment in cash. The Merchant shall fulfil all of its obligations to be performed under the terms of each sale of goods or services provided to the Cardholder and in the case of delivered goods, shall require the Cardholder to acknowledge receipt of such goods.

12.2 eNETS shall not be liable for any claims, liabilities, expenses, costs, loss or damage of whatever nature brought against or incurred by or caused to any person including the Merchant, due to or arising out of or in connection with any of the following:

(a) the operation, breakdown, malfunction, inaccuracy, unavoidable delay or other circumstances affecting the function of the System or of any system, equipment, hardware or software (whether belonging to, operated by and/or within the control of eNETS);

(b) any system, equipment, hardware or software (whether belonging to, operated by and/or within the control of eNETS), howsoever caused;

(d) “phishing” or other websites or emails which mimic the appearance of eNETS’ websites or official communications, but do not in fact originate from eNETS;

(e) omissions from or errors in any information provided by the Merchant under this eNETS DA Agreement;

(f) the loss of any data or documents prior to the time the data or documents are received by eNETS or its processor;

(g) delays caused by acts of God, communications failure, civil commotion, or other occurrences that are beyond the reasonable control of eNETS;

(h) an unauthorised release or disclosure of transaction (including without limitation any Transaction) data to a third party where such access to confidential, non-public transaction (including without limitation any Transaction) data was the result of the Merchant’s negligent or intentional acts, including but not limited to failure of the Merchant to physically secure or locate terminal routers and related POS equipment to prevent unauthorised access; and/or

(i) “man-in-the-middle” attacks or other interceptions of the Merchant’s communications with eNETS or its service providers.In addition, the Merchant agrees and acknowledges that it shall be solely responsible for any claims, liabilities, expenses, costs, loss or damage of whatever nature resulting from or in connection with the foregoing, and that Merchant shall procure such security measures as would be appropriate to avoid such risks.

12.3 To the extent not excluded, eNETS’ maximum aggregate liability for all claims, suits, demands, actions or other legal proceedings in connection with this eNETS DA Agreement, whether based on an action or claim in contract, negligence, tort or otherwise, shall not exceed SGD 100.

13. INDEMNITY

13.1 Without prejudice to and in addition to Clause 12 of the T&C, the Merchant shall indemnify and hold eNETS harmless against any and all actions, proceedings, demands, claims, liabilities, damages, expenses, costs (including legal costs such as solicitor-and-client costs, on a full indemnity basis), loss, damage, injury or death suffered or incurred by or asserted against eNETS and whatsoever or howsoever arising out of or in connection with:

(a) any act, omission, breach of or non-compliance with the terms and conditions, representations, undertakings, warranties or obligations under or of this eNETS DA Agreement by the Merchant, its agents, employees or contractors;

(b) any fraudulent act, negligence, omission or other improper conduct by the Merchant, its agents, employees or contractors;

(c) any claim arising from any transaction (including without limitation any Transaction) involving the Merchant’s activities under this eNETS DA Agreement, including claims interposed by way of defense or counterclaim; and/or

(d) the use by the Merchant of any of the payment processing systems and/or related services offered by eNETS under this eNETS DA Agreement.

14. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION

14.1 “Confidential Information” shall be deemed to include: (a) [the terms of this eNETS DA Agreement]; (b) any information relating to any Card, Transaction or Chargeback; (c) any information relating pertaining to the Cardholders (including but not limited to the names, account numbers, transactions (including Transactions) and any information necessary to process Transactions using the Cards); (d) and any information, documents or materials relating that has been marked as confidential by eNETS.

14.2 Unless otherwise permitted by eNETS in writing, the Merchant shall:

(a) keep Confidential Information confidential and shall not disclose the same to any person (apart from eNETS), unless otherwise required by Applicable Laws;

(b) not use Confidential Information for any purpose other than to perform its obligations under this eNETS DA Agreement;

(d) destroy Confidential Information by rendering it unreadable prior to discarding the same; and

(e) permit eNETS and any Card Scheme (including their respective authorized employees and agents) to enter into the Merchant’s premises to inspect the premises, computers and equipment for the purposes of determining that Confidential Information has been securely stored and processed.

14.3 When Confidential Information is no longer necessary for the Merchant to perform any obligation under this eNETS DA Agreement, the Merchant shall return such Confidential Information to eNETS or destroy it at that eNETS’ request.

14.4 The Merchant shall immediately notify eNETS upon discovery of any unauthorised use or disclosure of Confidential Information and shall reasonably cooperate to help eNETS regain possession of the Confidential Information and prevent further unauthorised use or disclosure.

14.5 The Merchant further agrees that eNETS may provide third party (including without limitation its vendors and service providers) information relating to the Merchant. In addition, the Merchant hereby gives written consent to and authorises eNETS (including its agents and officials) to disclose any information and data relating to the Merchant and any transactions (including without limitation any Transactions) or matters arising under this eNETS DA Agreement to:

(a) any Card Scheme and/or Issuer Bank;

(b) any bank and/or financial institutions which the Merchant is a customer of;

(d) any service provider used by eNETS in connection with the provision of products and services (including without limitation the provision of hardware, software or equipment) to the Merchant or eNETS whether in Singapore or outside Singapore.

14.6 This eNETS DA Agreement shall constitute the Merchant’s written permission for such disclosure for any other disclosure imposed by law.

14.7 Upon termination of this eNETS DA Agreement, the Merchant shall return to eNETS all Confidential Information (without retaining copies thereof) or where requested by eNETS, destroy all such Confidential Information and certify the same as destroyed to the satisfaction of eNETS.

14.8 In the event eNETS permits, in writing, the Merchant to disclose any Confidential Information to any person, the Merchant shall ensure and procure that any recipient shall be restricted in use and further disclosure of such Confidential Information to the same extent as the Merchant hereto, save that such recipient shall not be entitled to further disclose the Confidential Information.

15. DATA

15.1 With respect to any personal data of any individual that is disclosed, furnished, provided by, or made available directly or indirectly to the Merchant by or on behalf of eNETS or otherwise received or obtained by the Merchant pursuant to, by virtue of, or in the course of negotiating or performing this eNETS DA Agreement (collectively the “eNETS Data“), the Merchant shall comply with all Card Scheme Regulations and all laws, rules and regulations relating to the PDPA.

15.2 In addition, the Merchant agrees and acknowledges as follows:

(a) in the event any eNETS Data is disclosed by the Merchant to eNETS for the purposes contemplated under this eNETS DA Agreement (“Permitted Purposes“), the Merchant shall ensure that all necessary consents from the relevant individuals to whom eNETS Data relates either have been obtained, or at the time of disclosure will have been obtained, for the disclosure of their personal data (including any overseas transfers thereof) to eNETS, the Card Schemes and their respective service providers, for their collection, use and/or disclosure for the Permitted Purposes, and that such consents have not been withdrawn;

(b) in the event that any eNETS Data is disclosed by eNETS to the Merchant for the purposes contemplated under this eNETS DA Agreement (“Permitted eNETS Purposes“), the Merchant shall not use eNETS Data for any other purpose other than the Permitted eNETS Purposes. The Merchant further agrees and undertakes to eNETS that all of the Merchant’s employees and/or agents and service providers accessing eNETS Data in connection with the Merchant’s performance of its obligations under this eNETS DA Agreement shall be notified of the Permitted eNETS Purposes and none of them shall handle any eNETS Data in a manner exceeding the Permitted eNETS Purposes. The Merchant represents and warrants to eNETS that the Merchant has at all times complied with and shall continue to comply with the requirements of the PDPA in respect of the collection, use, disclosure and other handling of eNETS Data. Without prejudice to any of the foregoing, in the event that the Merchant collects, uses or discloses eNETS Data for any purpose outside of eNETS Permitted Purposes, the Merchant acknowledges and agrees that it does so at its own risk and that it shall be fully responsible for ensuring that all requirements at law (whether applicable to the Merchant and/or eNETS) have been complied with;

(c) the Merchant shall, in respect of any eNETS Data, comply with any requests, directions or guidelines which eNETS may specify to the Merchant from time to time. The Merchant shall provide eNETS such assistance as it may reasonably require in meeting eNETS’ obligations under the PDPA;

(d) the Merchant shall employ administrative, physical and technical safeguards (including without limitation safeguards against worms, Trojan horses, and other disabling or damaging codes) to ensure that eNETS Data is afforded protection in accordance with the PDPA. Without limiting the generality of the foregoing, the Merchant shall ensure that such eNETS Data collected is kept secure and in an encrypted form, and shall use the best available security practices and systems applicable to the use of eNETS Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of such eNETS Data;

(e) the Merchant shall keep complete and proper books, records and documentation relating to all collection, use and disclosure of eNETS Data collected in connection with this eNETS DA Agreement, all consents relating thereto, and shall upon reasonable notice by eNETS provide unrestricted access to it or its agents or representatives to such books, records and documentation (including without limitation information stored in computerized form), and allow eNETS or its agents or representatives to make copies thereof. The Merchant shall further provide such information as eNETS may from time to time require to verify compliance with its obligations under this eNETS DA Agreement or at law;

(f) to the maximum extent not prohibited by applicable law, Merchant shall (at its own cost and expense) immediately notify eNETS without undue delay (and in any event no later than 24 hours):

(i) where Merchant becomes aware of a breach of any of its obligations under this Clause 14, of such breach;

(ii) of any complaint by, or request received, from: (1) any individual in relation to his/her personal data; or (2) any Regulatory Authority in relation to eNETS Data, including without limitation any access, correction, data portability or similar requests;

(iii) any notification and/or commencement of any investigation by any Regulatory Authority in relation to any Data Incident involving eNETS Data. “Data Incident” means any incident or circumstances which may, has/have resulted in, and/or which may reasonably give rise to any suspicion, in respect of personal data, of:

(A) the unauthorised access, collection, use, disclosure, copying, modification or disposal of personal data; and/or

(B) the loss of any storage medium or device on which personal data is stored in circumstances where the unauthorised access, collection, use, disclosure, copying, modification or disposal of the personal data is likely to occur;

(iv) any circumstances which may suggest or indicate the occurrence of any Data Incident involving eNETS Data, including without limitation any Data Incident which is: (i) likely to result in significant harm or impact to individuals to whom the information relates; (ii) of a significant scale; and/or (iii) involving personal data of 500 or more individuals;

(v) any claim, allegation, undertaking process, expedited decision, or litigation in connection with any Data Incident involving eNETS Data; and/or

(vi) the Merchant becoming aware of, learns of or suspects: (i) any collection, use or disclosure of any personal data collected in connection with this eNETS DA Agreement otherwise than as permitted under this eNETS DA Agreement or any misuse of any such personal data; (ii) any security breach in connection with this eNETS DA Agreement that could compromise the security or integrity of eNETS Data or otherwise adversely affect eNETS or expose it to any claim; and/or (iii) any personal data collected in connection with this eNETS DA Agreement may have been or is at risk of having been disclosed to or obtained by any unauthorised person,

(each, a “Relevant Event“); and

(g) in the event that the Merchant shall notify eNETS pursuant to a Relevant Event, the Merchant shall in each case of a Relevant Event:

(i) provide eNETS all information and assistance:

(A) as eNETS may request in relation thereto, including without limitation for eNETS to verify the nature and veracity of the Relevant Event;

(B) as may be required by Applicable Law; and/or

(C) in relation as the case may be to the investigation and remedy of any breach of security and any claim or litigation with respect to this unauthorised access, use or disclosure of personal data;

(ii) comply with eNETS’ directions and all reporting, notification and assessment requirements under applicable law (e.g. PDPA) in connection therewith;

(iii) adhere to and implement the steps set out in any incident response plan as may be amended or otherwise prescribed by eNETS from time to time;

(iv) not, without eNETS’ prior written consent, make any report(s) to any Regulatory Authority or other authority in connection with the Relevant Event (unless required under applicable law, in which case the Merchant shall notify eNETS without undue delay of any such requirement). To the extent permitted under applicable law, the Merchant shall provide to eNETS a copy of any report(s) submitted to the relevant authority by the Merchant; and

(v) upon notice by eNETS, provide eNETS and its representative(s) unrestricted access, audit and inspection rights to the Merchant’s:

(A) systems (including without limitation information systems and/or security management systems) and/or data; and

(B) books, records and documentation (including without limitation information stored in computerised form),
to the extent such systems, books, records, and/or documentation (as the case may be) relate to the Relevant Event, and permit eNETS and its representative(s) to make copies thereof. Merchant shall provide full cooperation and reasonable assistance to eNETS for the completion of any such access, audit and/or inspection.

15.3 Without prejudice to the generality of any other provision under this eNETS DA Agreement, the Merchant shall also comply with the PCI DSS as set out at https://www.pcisecuritystandards.org/ and such other standards or guidelines as may be notified by eNETS to the Merchant from time to time.

15.4 Without prejudice to the generality of any clause contained in this eNETS DA Agreement, the Merchant agrees and undertakes to eNETS to fully defend, indemnify and hold harmless eNETS and its related corporations or associated companies as well as their respective employees, representatives, agents and officers (“Indemnitees“) from and against any claim, action, demand or complaint, as well as all liabilities, judgments, penalties, compounds, losses, costs, damages and expenses that any or all of the Indemnitees may suffer in connection with any breach of this Clause 14, and/or any failure to comply with any data protection or privacy laws in any relevant jurisdictions, and whether arising on account of the actions of the Merchant, its employees, representatives or agents or otherwise howsoever.

15.5 This Clause 14 shall continue in full force and effect after termination and expiration of this eNETS DA Agreement.

16. TERMINATION

16.1 The Merchant agrees and acknowledges that each Card Scheme shall have the right, by written notice to eNETS, to limit or terminate this eNETS DA Agreement, and upon notice (whether by eNETS or by the Card Scheme) to the Merchant of the same, the Merchant agrees to be bound by any such limitation or termination (as the case may be) accordingly.

16.2 In addition to and without prejudice to any rights or remedies of eNETS at law or in equity, eNETS shall have the right to terminate this eNETS DA Agreement:

(a) upon [1 month] prior written notice to the Merchant; or

(b) immediately, upon the occurrence of any of the events set out below:

(i) eNETS is directed by a Regulatory Authority to cease any act, omission, arrangement, practice and/or procedure contemplated under this eNETS DA Agreement;

(ii) eNETS is required by a Card Scheme to terminate this eNETS DA Agreement;

(iii) the Merchant is listed on the CTMF;

(iv) the Merchant engages in fraud, misrepresentation, or intentional misconduct related to its performance under the eNETS DA Agreement;

(v) the Merchant experiences excessive chargebacks, irregular, or fraudulent payment transactions (based on Card Scheme thresholds), or if eNETS is of the opinion that the Merchant has engaged in business practices creating or which is reasonably likely to create excessive risk for Cardholders or eNETS;

(vi) eNETS is of the opinion that the Merchant has materially changed its operations, products, services, or procedures for payments acceptance;

(vii) the Merchant fails to satisfy a review or audit conducted by eNETS under the eNETS DA Agreement; and/or

(viii) the Merchant commits a breach of any provision of this eNETS DA Agreement, which if capable of remedy is not remedied after [14 days’] written notice by eNETS.

16.3 This eNETS DA Agreement may be terminated by the Merchant giving to eNETS not less than [30 days’] prior written notice thereof.

16.4 The Merchant shall notify eNETS within [5 Business Days] upon the occurrence of any of the following events:

(a) proceedings are commenced or a resolution is passed for the winding up or dissolution or bankruptcy of the Merchant or proceedings are commenced for the judicial management of the Merchant or a receiver or receiver and manager is appointed over the Merchant or any of its assets in any jurisdiction;

(b) litigation, arbitration, distress or other execution or enforcement proceedings is commenced or levied against the Merchant or any of its assets in any jurisdiction;

(d) an order is made, a petition presented or an effective resolution is passed for the winding up of the Merchant, otherwise than for the purpose of reconstruction or amalgamation, or for bankruptcy of the Merchant;

(e) any transfer or sale of substantially all of the Merchant’s assets;

(f) any change to the Merchant’s operations that would materially affect the products and services sold, the procedures for payments acceptance, or the fulfilment of obligations to a Cardholder;

(g) the Merchant threatens to, is wound up or ceases to exist; and/or

(h) the Merchant commits a breach of any provisions of this eNETS DA Agreement, which if capable of remedy is not remedied after [14 days’] written notice given by eNETS.

16.5 In addition, notwithstanding anything else in this eNETS DA Agreement, and without prejudice and in addition to any other rights or remedies which eNETS may have under this eNETS DA Agreement or at law (including, but not limited to any other rights of termination as set forth in this eNETS DA Agreement, or at law), to the maximum extent permissible under Applicable Laws, eNETS may terminate this eNETS DA Agreement by giving written notice of [not less than 14 days] to the other Party in the event that the other Party:

(a) is deemed by any Applicable Law to be insolvent or unable to pay its debts, admits it is insolvent or unable to pay its debts, or becomes or is declared insolvent or unable to pay its debts;

(b) is the subject of any actual, threatened or proposed corporate action, proceedings, or other procedure or step, relating to: (i) its insolvency, including but not limited to bankruptcy, liquidation, provisional liquidation, winding up, receivership, judicial management, administration, administrative receivership, moratorium, scheme of arrangement, reorganization, controlled management, dissolution, or any equivalent or analogous proceeding or regime under the laws applicable to the Parties; (ii) the enforcement of any security over its property, or the repossession of any goods held by it under any chattels leasing agreement, hire purchase agreement or retention of title agreement; and/or (iii) the enforcement of any right of re-entry or forfeiture under any of its leases;

(c) makes, or intends or proposes to make, an assignment for the benefit of a substantial portion of its creditors or class of its creditors;

(d) enters, or intends or proposes to enter, into any discussions, negotiations or agreement with one or more of its creditors with a view to the compromise, settlement, composition, extension, readjustment or rescheduling of a substantial portion of its obligations or a class of its obligations; and/or

(e) suspends, or intends or proposes to suspend, the making of payments relating to a substantial portion of its indebtedness or class of its indebtedness.

16.6 Termination or expiry of the eNETS DA Agreement shall not affect any rights and liabilities which have accrued to eNETS.

16.7 In the event of termination or expiry of this eNETS DA Agreement howsoever caused, save only to the extent where prohibited by Applicable Laws:

(a) any and all obligations of the Merchant to make any payment to eNETS under this eNETS DA Agreement accrued up to termination of this eNETS DA Agreement shall immediately fall due and payable;

(b) Clauses 12, 13, 14, 15, 16, 17, and those rights or obligations of eNETS and/or the Merchant in this eNETS DA Agreement which are expressly or by implication intended to survive termination or expiry, shall survive and continue to bind the parties, their respective successors, and assigns;

(i) return to eNETS (in the form and manner as eNETS may specify) all information, property, documents, papers and copies thereof: (1) belonging to eNETS; and/or (2) received from eNETS for the purpose or in the course of this eNETS DA Agreement, which may be in the Merchant’s possession or control, including without limitation:

(A) all material and equipment provided by eNETS and/or the Card Scheme, including but not limited to material bearing symbols, logos and trade marks of eNETS and/or the Card Scheme, credit card applications and Terminals; and

(B) all records relating to eNETS Data, together with all documentation, books, records and evidence of any and all consents or agreements with third parties relating to such eNETS Data; and

(ii) on request by eNETS, securely destroy and erase all soft copies of documentation containing information referenced in sub-paragraph (i) above that exist in hard disks, removable storage media and other storage media or facility whatsoever; and

(d) the Merchant shall not submit any Sales Slip to eNETS for processing in connection with any of the Activated Services.

17. GENERAL

17.1 Subcontracting: eNETS shall have the absolute right to use such agents, contractors or correspondents to carry out or procure the carrying out of any of the matters under or contemplated in this eNETS DA Agreement and eNETS shall not be liable to the Merchant for any act, neglect or default on the part of such agents, contractors and/or correspondents.

17.2 Further Assurance: The Merchant shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this eNETS DA Agreement, and to give eNETS the full benefit of this eNETS DA Agreement. Without prejudice to the generality of the foregoing, the Merchant agrees and undertakes to fully assist and co-operate with eNETS in the administration of this eNETS DA Agreement and the provision of information, including without limitation providing all assistance necessary for resolving any problems, complaints and/or disputes between a Cardholder and eNETS. In addition, the Merchant shall, and shall use all reasonable endeavours to, procure that any necessary third party shall execute such documents and do such acts and things as eNETS may reasonably require for the purpose of perfecting and giving to eNETS the full benefit of all the provisions of this eNETS DA Agreement.

17.3 No Partnership: The Parties hereto are independent contractors, and nothing in this eNETS DA Agreement shall create, or be deemed to create, a partnership between the Parties.

17.4 Rights of third parties. A person who is not a Party to this eNETS DA Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms, save that: (a) notwithstanding the Contracts (Rights of Third Parties) Act 2001, any Card Scheme may, in its own right, enforce any term of this eNETS DA Agreement that expressly confers a right on such Card Scheme; and (b) the right of eNETS to terminate, rescind, or agree any variation, waiver, or settlement under this eNETS DA Agreement shall not in any event be subject to the consent of any third party.

18. AMENDMENT OR VARIATION

18.1 eNETS may in its absolute discretion and at any time and from time to time vary, add or amend any of the terms and conditions of this eNETS DA Agreement by giving written notice to the Merchant and the addition, amendment or variation shall take effect as from the date specified in such notice which shall not be less than [30 days] after the date of such notice.

18.2 Notwithstanding any other provision to the contrary in this eNETS DA Agreement, eNETS shall have the right to amend this eNETS DA Agreement, including the Deductions, any other deduction rate(s) and any other fees charged to the Merchant, in order to offset any increases in rates or fees charged to eNETS by any Card Scheme(s) or in the event that such amendment is necessitated by a change in the rules or operating procedures of any such Card Scheme(s) or by any mandate, or Regulatory Authority.

18.3 Unless expressly agreed, no amendment or variation shall constitute a general waiver of any provisions of this eNETS DA Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this eNETS DA Agreement which have already accrued up to the date of amendment or variation, and the rights and obligations of the Parties under or pursuant to this eNETS DA Agreement shall remain in full force and effect, except and only to the extent that they are so amended or varied.

SCHEDULE 1 TO APPENDIX 4
MASTERCARD RULES

1. APPLICATION

1.1 This Schedule shall apply if: (a) the Merchant selects, accesses, uses, and/or activates the payment processing systems and related services of Mastercard; and (b) eNETS has agreed to make available the same to Merchant in connection with this eNETS DA Agreement.

1.2 The terms of this Schedule shall apply in addition to the terms of this eNETS DA Agreement. In the event of any inconsistency between the terms of this Schedule and any other terms of this eNETS DA Agreement, the terms of this Schedule shall prevail to the extent of such inconsistency.

2. INTERPRETATION

2.1 In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:

“Mastercard Rules“

means the Mastercard Rules currently available at https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf, and as may be amended from time to time.

3. SPECIFIC TERMS

3.1 The Merchant agrees and acknowledges, and hereby undertakes to eNETS, that the Merchant shall comply with the Mastercard Rules, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the Mastercard Rules as stated to be applicable the Merchant or its business. The Merchant shall be deemed to have made to both Mastercard and eNETS any and all representations, warranties, undertakings of the Merchant as referenced or set out in the Mastercard Rules. Without prejudice to the generality of the foregoing:

(a) Merchant shall apprise itself of the most updated version of the Mastercard Rules as may be amended and published from time to time;

(b) where the Mastercard Rules references the inclusion of specific provisions in this eNETS DA Agreement, the Merchant agrees and acknowledges that all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant hereby undertakes to eNETS that the Merchant shall comply with any and all such specific provisions;

(c) where under the Mastercard Rules, eNETS is required to or otherwise stated as being responsible to ensure/procure any obligation in respect of the Merchant, the Merchant agrees and acknowledges that eNETS is hereby deemed to have expressly procured the same of the Merchant hereunder, and all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant undertakes to eNETS to comply accordingly;

(d) the Merchant agrees and undertakes to eNETS to be bound by and ensure the due and timely performance, at Merchant’s own expense, of any directions eNETS may from time to time issue to the Merchant which eNETS in its sole and absolute discretion regards to be necessary or expedient to comply with the Mastercard Rules; and

(e) the Merchant undertakes to eNETS not to do, or omit to do anything, that will cause eNETS or the Merchant to be in breach of the Mastercard Rules.

4. MASTERCARD SMP ELIGIBILITY CRITERIA

4.1 Merchant must:

(a) be new to Mastercard (defined as not having accepted any form of Mastercard payment for the 12 months before the Merchant’s request to participate in the Small Merchant Program);

(b) have an annual turnover that is SGD 1,000,000 or less across all of the Merchant’s outlets and sales channels;

(c) have an annual Mastercard processed domestic volume that is SGD 280,000 or less on a 12-month running basis (i.e within any period of 12 months) across all of the Merchant’s outlets and sales channels; and

(d) shall not be classified under any of the Merchant Category Code (“MCC”) set out in the table below:

MCC	Description
8062, 9211, 9222, 9223, 9311, 9399, 9402, 9405	Government Services MCCs
4829	Money Transfer
5541	Service Stations (with or without Ancillary Services)
5542	Fuel Dispenser, Automated
5993	Cigar Stores and Stands
6010, 6011	Cash Disbursements—Customer Financial Institution
6012	Merchandise and Services—Customer Financial Institution
6050, 6051	Quasi Cash
6532, 6533, 6536, 6537, 6538, 6540	Payment Transaction and MoneySend
7995	Gambling Transactions

SCHEDULE 2 TO APPENDIX 4
VISA RULES

1. APPLICATION

1.1 This Schedule shall apply if: (a) the Merchant selects, accesses, uses, and/or activates the payment processing systems and related services of Visa; and (b) eNETS has agreed to make available the same to Merchant in connection with this eNETS DA Agreement.

2. INTERPRETATION

2.1 In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:

“Visa Rules“

means the Visa Core Rules and Visa Product and Service Rules currently available at https://usa.visa.com/content/dam/VCOM/download/about-visa/visa-rules-public.pdf, and as may be amended from time to time.

3. SPECIFIC TERMS

3.1 The Merchant agrees and acknowledges, and hereby undertakes to eNETS, that the Merchant shall comply with the Visa Rules, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the Visa Rules as stated to be applicable the Merchant or its business. The Merchant shall be deemed to have made to both Visa and eNETS any and all representations, warranties, undertakings of the Merchant as referenced or set out in the Visa Rules. Without prejudice to the generality of the foregoing:

(a) Merchant shall apprise itself of the most updated version of the Visa Rules as may be amended and published from time to time;

(b) where the Visa Rules references the inclusion of specific provisions in this eNETS DA Agreement, the Merchant agrees and acknowledges that all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant hereby undertakes to eNETS that the Merchant shall comply with any and all such specific provisions;

(c) where under the Visa Rules, eNETS is required to or otherwise stated as being responsible to ensure/procure any obligation in respect of the Merchant, the Merchant agrees and acknowledges that eNETS is hereby deemed to have expressly procured the same of the Merchant hereunder, and all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant undertakes to eNETS to comply accordingly;

(e) the Merchant undertakes to eNETS not to do, or omit to do anything, that will cause eNETS to be in breach of the Visa Rules.

4. VISA SMP ELIGIBILITY CRITERIA

4.1 Merchant must:

(a) fulfil Singapore government’s definition of Small and Medium Enterprise;

(b) have an annual turnover that is SGD 1,000,000 or less;

(d) have less than 10 outlets;

(e) expected and actual Visa processed volume is below SGD 280,000 on a 12-month running basis (i.e within any period of 12 months) across all of the Merchant’s outlets and sales channels;

(f) not have accepted any form of Visa payments in the last 12 months prior to the Merchant’s request to participate in the Small Merchant Program; and

(g) shall not be classified under any of the MCC set out in the table below:

MCC	Description
5122	Drugs, Drug Proprietaries, Druggist Sundries
5962	Direct Marketing: Travel-related Arrangement Services
5966	Direct Marketing: Outbound Telemarketing Merchant
5967, 5969	Direct Marketing: Inbound Teleservices Merchant
7995	including Lottery Tickets, Casino Gaming Chips, Offtrack Betting, and Wagers at Race Track
5993	Cigar Store and Stands
3000-3300 and 4511	Airlines and Air Carriers
3501-3833	Lodging – Hotels, Motels and Resorts
9211, 9222, 9311, 9399, 9405, 8062	Government MCCs
4121, 4112	Taxi cabs / Limousines
4582	Airports / Fields / Terminals
5542	Automated Fuel Dispensers
8389, 8661	Charitable / Social Service / Religious Organizations
8641, 7997, 8699	Civic / Social / Fraternal Association / Member Clubs