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

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 - Merchant Connect Service
Annex 6 - Baby Bonus
Annex 7 - CashBack Service
Annex 8 - UnionPay and BCA
Annex 9 - NETS Access Device Riding (BC Credit)
Annex 10 - eNETS Credit Merchant (MM Credit)
Annex 11 - GST Refund Service
Annex 12 - NETS Related Loyalty Service
Annex 13 - Merchant Proprietary Loyalty and Prepaid
Annex 14 - Merchant Rebate Program
Annex 15 - Temporary NETS Access Device
Annex 16 - Cash Deposit Service
Annex 17 - MultiChannel Payment Services (iNETS Kiosk)
Annex 18 - RSVP
Annex 19 - POS eReceipt
Annex 20 – NETSBiz Mobile Application
Annex 21 – PayCollect

Appendix 2 - eNETS Agreement (BC and MM)
Appendix 3 - eNETS Credit Merchant Agreement (MM Credit)

 

 

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 298 Tiong Bahru Road, #04-01/06 Central Plaza, Singapore 168730 (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 Systems (Oversight) Act (Cap 222A)

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.

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.

 

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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.

 

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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:

  1. 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
  2. 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:

  1. 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;
  2. not make any alteration to or modification of any NETS Access Device or affix any accessory, equipment or device thereon or thereto;
  3. 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;
  4. ensure good and proper care and handling of each NETS Access Device at all times;
  5. 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;
  6. 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;
  7. 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;
  8. 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;
  9. 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;
  10. 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;
  11. make connections to such other systems as NETS or Participating Banks (as the case may be) may require from time to time;
  12. maintain at its own expense adequate quantities of consumables for the hardware as may be required from time to time;
  13. 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;
  14. 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;
  15. 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.
  16. 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.

 

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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.

 

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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.

 

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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.

 

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7. UNDERTAKINGS OF MERCHANT

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

  1. provide the Services without imposition of any surcharge, special charge or taking any security from a NETS Cardholder in relation to a Transaction;
  2. 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;
  3. 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;
  4. 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;
  5. not alter, copy, modify or tamper with any hardware or Software provided by NETS;
  6. liaise with NETS for the installation, activation and maintenance of the NETS Access Device for the purposes of the System;
  7. where required, comply with all security or encryption standards, rules, procedures and guidelines which may be imposed by NETS from time to time;
  8. pay all fees and charges to NETS in accordance with the relevant Price Guides and the Commercial Agreement;
  9. 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;
  10. train its staff on the usage of the Services in accordance with any instructions provided by NETS from time to time;
  11. maintain adequate and competent personnel to operate the System, NETS Access Devices, Administrative Module and any other equipment provided by NETS to the Merchant;
  12. 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.;
  13. cooperate with the reasonable requests of NETS in the event of any investigations carried out by NETS or its representatives or agents;
  14. 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;
  15. 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;
  16. 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;

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.

 

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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.

 

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9. PAYMENTS

9.1    All Transactions shall be made in Singapore Dollars.

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:

  1. 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.
  2. 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.
  3. prompt payment of the fees and other charges shall be of the essence of this T&C.
  4. 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.
  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.
  6. 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:

  1. 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
  2. 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:

  1. any day declared by the Association of Banks in Singapore or the Participating Banks as being a holiday; and
  2. 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.

 

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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.

 

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11. 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.

 

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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:

  1. the occurrence of any event under Clause 18.4;
  2. 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;
  3. 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;
  4. 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.
  5. 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
  6. any loss caused by the Merchant failing to inform NETS of any changes to the said email account per Clause 7.1(n);
  7. 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:

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

 

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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.

 

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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:

  1. is in or has entered the public domain, other than by breach of this T&C;
  2. is known to Merchant on a non-confidential basis prior to disclosure pursuant to this T&C;
  3. is or has been lawfully disclosed to Merchant by a third party without any obligation of confidentiality; or
  4. 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.

 

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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).

 

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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.

 

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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.

 

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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:

  1. if in the sole opinion of NETS, Merchant has breached any of the terms and conditions of this T&C;
  2. 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;
  3. if Merchant becomes insolvent or stops payment or ceases or threatens to cease to carry on its business or any part of its business;
  4. 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;
  5. 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;
  6. 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
  7. 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:

  1. 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;
  2. 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;
  3. Merchant agrees and undertakes to ensure that the Bank Account remains active until all outstanding amounts due to NETS is fully and finally settled;
  4. 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
  5. 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.

 

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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.

 

 

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.

 

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

  1. 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.
  2. 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.
  3. 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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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Annex 8: Additional terms applicable to only the UnionPay Service and the BCA Service

(i) The Merchant agrees that it will accept and honour in accordance with these T&Cs any UnionPay Card and/or BCA Card, and any Foreign Cards (collectively, “Foreign Cards”) tendered in payment for goods, services or charges of the Merchant;

(ii) 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;

(iii) 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 the UnionPay Service and BCA Service, prepare and provide the necessary, compatible operational equipment, software and connection specified by NETS for the purposes of the UnionPay Service and BCA Service; and (C) where necessary, prepare and provide such interface hardware and software to NETS;

(iv) 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.

(v) The Merchant agrees and undertakes to ensure that in respect of any Transaction: (A) the signature of the NETS Cardholder is inscribed or affixed to the Transaction Record; (B) the signature on the Transaction Record is the signature of the NETS Cardholder; (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.

(vi) The Merchant acknowledges and recognises that failure to comply with Clauses (iii) and (v) of this Annex 8 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.

(vii) 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.

(viii) 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.

(ix) 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.

(x) 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.

(xi) 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.

(xii) The Service Provider agrees that NETS will not undertake payment or settlement procedures on the following non-settlement days:

  1. Any day
  2. 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

(xiii) 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 Service Provider 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. 

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

(xv) The Service Provider 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.

(xvi) The Service provider 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 Service Provider 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 Service Provider and the Foreign Switch, the records of the Transaction records by NETS shall prevail. 

(xvii) This Agreement shall be become effective on the date of application for the BCA/UPI service 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. 

For the purposes of this Annex 8, the following additional definitions shall apply:

“Approval Code” The confirmation code as provided by NETS showing that the Transaction has been approved;

 

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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.

 

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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.

 

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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.

 

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Annex 12: Additional terms applicable to only the NETS Related Loyalty Programme

(i) NETS shall provide and / or make available to Merchant the LMS, the NETS Access Devices, Administrative Module and such other directly necessary hardware and / or software in order to provide the Loyalty Programme Service.

(ii) For the avoidance of doubt, Loyalty Points shall be stored at the NETS EFTPOS Card level on the LMS, and not on the NETS EFTPOS Card itself. Such points are specifically associated with each NETS EFTPOS Card and are non-transferable to another NETS EFTPOS Card, whether owned by the same NETS Cardholder or otherwise and whether the NETS EFTPOS Card is replaced for any reason whatsoever or otherwise. If for any reason whatsoever a new NETS EFTPOS Card is issued to the NETS Cardholder, any Loyalty Points associated with any previous NETS EFTPOS Cards are non-transferrable to the new NETS EFTPOS Card and NETS shall have no obligation to make such a transfer.

(iii) NETS shall not have any obligation to authenticate that the NETS Cardholder is the authorised owner of the NETS Card or its associated cheque or savings account, as the case may be.

(iv) The Merchant shall design a Loyalty Program whereby it may take into account its marketing campaigns or objectives, and communicate this Loyalty Program in writing to NETS before the commencement of the Loyalty Programme Services. Thereafter, if Merchant wishes to amend the Loyalty Program, it may do so by giving written notice to NETS, who shall implement it within seven (7) working days.

(v) Merchant agrees and acknowledges that it shall be solely responsible to the NETS Cardholders for the amount of Loyalty Points associated with their NETS EFTPOS Cards as added or deducted in accordance with the Merchant’s Loyalty Programme. Merchant agrees that no liability shall be imputed upon NETS for any dispute arising from any aspect of the Loyalty Program between Merchant and the Customers.

 

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Annex 13: Additional terms applicable to only the Merchant Proprietary (Prepaid & Loyalty) Program

(i) NETS shall at its sole discretion provide and / or make available to Merchant the LMS, the NETS Access Devices, Administrative Module and such other directly necessary hardware and / or Software in order to implement the LMS.

(ii) The Merchant shall pay such one-time license fees, set-up fees, as well as fees for license rights, deployment services, setting up of the Administrative Module, and training Merchant’s staff in the use of the NETS Access Devices and Administrative Modules as set out in Appendix 1.

(iii) Merchant agrees to and shall coordinate installation of the necessary hardware and / or Software required to implement the LMS at its outlets.

(iv) Any Loyalty Points gained and accumulated shall be stored on the Merchant Loyalty Card itself. Such points are specifically associated with each Merchant Loyalty Card and are non-transferable and NETS shall have no obligation to make such a transfer, regardless of whether the Merchant Loyalty Card is owned by the same Consumer or otherwise or whether the Merchant Loyalty Card is replaced for any reason whatsoever, or a new Merchant Loyalty Card is issued or otherwise.

(v) Merchant agrees that no liability shall be imputed upon NETS for any rejection or any dispute arising from any such non-transfer of Loyalty Points as set out under Clause (iv) of this Annex 13.

(vi) Merchant agrees that it shall be solely responsible to the Consumer for the amount of Loyalty Points associated with their Merchant Loyalty Card as added or deducted in accordance with the Merchant’s Loyalty Program. Merchant agrees that no liability shall be imputed upon NETS for any dispute arising from any aspect of the Loyalty Program between Merchant and the Consumer.

(vii) Merchant shall train its staff on the usage of the new Service in accordance with any instructions provided by NETS from time to time and maintain adequate and competent personnel to operate the NETS Access Devices and Administrative Module.

(viii) Merchant shall design a Loyalty Program taking into account its marketing campaigns or objectives and communicate this Loyalty Program in writing to NETS before the commencement of the Loyalty Program. Thereafter, if Merchant wishes to amend the Loyalty Program, it may do so by giving written notice to NETS, who shall implement it within seven (7) working days.

 

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Annex 14: Additional terms applicable to only the Merchant Rebate Programme Prepaid/Loyalty Card Service

1. The Merchant agrees and undertakes that it shall:

(i) comply with all security or encryption standards, rules and procedures imposed by NETS;

(ii) be responsible for creating the Merchant Prepaid/Loyalty Card Design and providing NETS with confirmation of the final Merchant Prepaid Card Design within the time frames stipulated by NETS from time to time;

(iii) engage NETS to provide, print, customise and encode the Merchant Prepaid/Loyalty Cards;

(iv) be responsible for selling the Merchant Prepaid/Loyalty Cards to the Consumers;

(v) be the sole custodian of the Stored Value/Points arising from the sale of the Merchant Prepaid Cards to the Consumers;

(vi) be solely responsible to the Consumers for the value of the Stored Value/Points due to the Consumers in compliance with the Act and any regulations thereunder;

(vii) determine the top-up bonuses (if any) and inform NETS of the terms and conditions the Consumers need to fulfil to qualify for such bonuses, and terms and conditions for the use of the Merchant Prepaid/Loyalty Card, all such conditions to be notified to NETS in writing before the commencement of the Merchant Prepaid/Loyalty Card or the implementation of the revised conditions or within the time frames stipulated by NETS from time to time;

(viii) be responsible for informing NETS of all changes or updates of the parameters of the Merchant Prepaid/Loyalty Card through submission of the relevant request forms within the time frames stipulated by NETS from time to time;

(ix) be responsible for advertising, publicizing and promoting the Merchant Prepaid Card/Loyalty to Consumers;

(x) notify NETS in writing for any additional NETS Access Device installation or termination within the time frames stipulated by NETS from time to time;

(xi) ensure that bulk purchases of Merchant Prepaid Cards shall be limited up to a value of S$20,000 per transaction;

(xii) immediately inform NETS of any discrepancies or issues related to the Merchant Prepaid/Loyalty Card and/or the System so that NETS may carry out such investigations as may be necessary to resolve the discrepancies or issues.

(xiii) not hold total stored value of more than S$30 million for all Merchant Prepaid/Loyalty Cards provided under these T&C and/or the Application Form;

(xiv) not issue or sell gift vouchers or similar schemes;

(xv) ensure the Merchant Prepaid/Loyalty Card Design does not contain material that is unlawful, abusive, obscene, libellous, defamatory, an infringement of third party’s copyright or other Intellectual Property Rights, inappropriate, offensive or which are otherwise in violation of these T&C or any applicable laws. The Merchant acknowledges NETS’ right to reject any Merchant Prepaid/Loyalty Card Design for printing or customisation without assigning any reason therefor.

2. The applicable Service Fees and charges payable by the Merchant for this Prepaid Card/Loyalty Service shall be notified by NETS to the Merchant. NETS may revise the applicable fees and charges from time to time and will notify the Merchant in writing of the date (the “Effective Date”) when the new fees or charges become payable at least three (3) months prior to the Effective Date. The Merchant shall confirm in writing to NETS its acceptance or non-acceptance of such applicable Service Fees and charges within two (2) months from the date of NETS’s aforesaid notification of revision. If NETS does not receive the Merchant’s written non-acceptance of the new applicable Service Fees and charges within the aforesaid period of two (2) months, the Merchant shall be deemed to have accepted such Service Fees and shall be bound to pay them from the Effective Date. If the Merchant notifies NETS in writing within the aforesaid period of two (2) months that it does not accept the revised applicable Service Fees and charges, this Agreement shall be deemed terminated on the Effective Date and Clause 18 of the T&Cs shall apply.(“Effective Date Termination Clause”)

3. NETS agrees that it shall:

(i) Subject to Clause 1(xv) of Annex 14 ensure that the Merchant Prepaid/Loyalty Cards are customised in accordance with the approved Merchant Prepaid Card/Loyalty Design and encoded in accordance to NETS data security requirements;

(ii) ensure that the System contains reasonable and adequate security features to maintain the integrity thereof;

(iii) manage the implementation and deployment of the Prepaid Card/Loyalty Services that includes solution development and NETS Access Device deployment; and

(iv) coordinate printing and encoding of Cards.

4. The parties agree that the Merchant is the holder of the Stored Value / Points in accordance with the Act.

5. Without prejudice to Clause 18 of the T&Cs:

(i) This Agreement shall remain in force and effect for the period specified in the Commercial Agreement (“Initial Term”) until terminated in accordance with the terms of this T&C. Upon expiry of the Initial Term, this T&C shall be automatically renewed for successive periods as specified in the Commercial Agreement hereto (“Successive Term”) unless either party gives at least 6 months’ written notice of its intention not to renew.

(ii) Notwithstanding anything contained in this Clause 5 of Annex 14, NETS may elect to terminate this T&C by giving three (3) months’ prior notice in writing to the other party of its intention to do so. 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.

(iii) The Merchant agrees that upon termination of this T&C, for any reason whatsoever, NETS shall not be liable for the Stored Value/Points or any part thereof and no claim shall be made against NETS for recovering such Stored Value/Points.

(iv) The Merchant also agrees to fully indemnify and keep NETS harmless from and against any liabilities, losses and other consequences arising from any claims made against NETS by Consumers for the recovery of any Stored Value/Points for the duration and upon termination of this T&C or this Annex M, as the case may be.

(v) These clauses relating to indemnity and termination shall apply to the Merchant regardless of whether the Merchant requires any licence or permit from any Regulatory Authority, and regardless of whether such a permit or licence is in fact obtained by the Merchant.

 

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Annex 15: 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 15 becomes due and payable. NETS shall be entitled to offset the base fee amount against the deposit without further notice to the Merchant.

 

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Annex 16: Additional terms applicable to only the NETS Cash Deposit Service

1. Merchant acknowledges and agrees that as a pre-condition to the use of the Card and/or Cash Deposit Service, the Merchant shall enter into an agreement with the bank participating in the Cash Deposit Service.

2. The Merchant warrants, represents and undertakes to NETS that:

(i) it has obtained all the necessary consents, licences, permits and approval(s) from the relevant Regulatory Authority or as required by applicable laws, statutes or regulations in order to provide the Cash Deposit Service to the NETS Cardholders (“Approvals”). Merchant agrees and acknowledge that NETS may, but shall not be required nor be under any obligation to enquire and/or verify the sufficiency of any such Approvals;

(ii) Merchant has not caused NETS to do anything that would amount to or be in contravention of any applicable laws, statutes or regulations by making available the Cash Deposit Service function to NETS Cardholders;

(iii) Merchant shall train its staff on the usage of the Cash Deposit Service in accordance with any operation manual provided by NETS and maintain adequate and competent personnel to provide the Cash Deposit Service;

(iv) NETS merely provides a system and shall not be involved in any dispute or claim that may arise between the bank, the NETS Cardholder and Merchant in respect of the Cash Deposit Service and/or the Cash Deposit transaction, which dispute or claim must be settled amongst the parties themselves;

(v) all information data, and records (whether processed or not) whatsoever submitted, provided, supplied by Merchant to NETS, including but not limited to Cash Deposit Transaction records, are true and accurate.

3. Without prejudice to any other terms in these T&Cs, the Merchant agrees that NETS assumes no liability whatsoever to the Merchant arising from the use of the NETS Card and/or Cash Deposit Service by the Merchant.

4. Merchant acknowledges and agrees that the maximum and minimum limits for each Cash Deposit transaction shall be agreed between NETS and Merchant and set out in writing as a pre-condition to the use of the Card and/or Cash Deposit Service.

5. For the purposes of this Annex 16, “Cash Deposit Service” shall mean “a service where the NETS Cardholder deposits cash into the NETS Cardholder’s designated bank account at a location specified by the Merchant.”

 

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Annex 17: 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 [one] 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.

 

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Annex 18: 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 18, the following definitions shall apply:

‘Deal’ shall mean 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

 

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Annex 19: POS eReceipt

1. The Merchant agrees to sign the merchant agreement with Aptus Business Logic Pte Ltd and acknowledges that NETS is a reseller of ABL for this service.

2. The Merchant acknowledges that NETS and ABL shall own a copy of the data and shall have the right to use the copy of the data or any part thereof (including the right to disclose to third parties, whether for consideration or other) without the prior consent or approval of the Merchant and both NETS and ABL shall not be liable to share any consideration received with the Merchant or any other party.


A1. Types of Programs

1. Prepaid Dollar Program

1.1 The Prepaid Dollar Program shall last for a duration equal to, or less than, the term for which the Merchant has signed up to the RSVP.

1.2 Each Merchant shall be entitled to one (1) Prepaid Dollar Program.

1.3 The Prepaid Dollar Program allows a NETS Cardholder to purchase a prepaid value of up to S$500 to be used for the purpose of redeeming the Merchant’s Deals.

1.4 Each Deal under the Prepaid Dollar Program shall have its own expiry date.

2. Prepaid Item Program

2.1 The Prepaid Item Program shall last for a duration equal to, or less than, the term for which the Merchant has signed up to the RSVP.

2.2 Each Merchant shall be entitled to a maximum of six (6) Deals under the Prepaid Item Program.

2.3 Each Deal under the Prepaid Item Program shall have its own expiry date.

3. General Notes on the Programs

3.1 The RSVP Portal is an online system that displays the Transactions effected under the Merchant’s Program(s) based on the issuance, top up and redemption of the Program(s) only. The RSVP Portal does not collate or provide any other information relating to the NETS Cardholders (e.g. profile of NETS Cardholders). Accordingly, the Merchant shall be responsible for designing and setting up its own loyalty system and complying with all relevant laws if it requires such information about the NETS Cardholders.

3.2 The Merchant shall have the discretion and right to determine and specify additional terms, conditions, limitations and restrictions (collectively known as ‘Fine Print’) applicable to NETS Cardholders in relation to the Deals offered under the Merchant’s Program(s). Where the Merchant exercises its discretion to amend the Fine Print, the Merchant shall be solely responsible for notifying the NETS Cardholders of the amendments. The Merchant agrees that NETS is under no obligation to notify the NETS Cardholders, and shall have no liability or responsibility arising from any dispute in relation to the Merchant’s amendment of its Fine Print.

3.3 The Merchant shall provide NETS with prior written notice of twenty-four (24) hours in the event that the Merchant requires changes to be made to its Prepaid Dollar Program and/or Prepaid Item Program. The Merchant acknowledges and agrees that such changes will only be effected five (5) working days after NETS receives such written notice from the Merchant. Notwithstanding the above

3.3.1 where the Merchant operates on a twenty-four (24) hour basis, NETS and the Merchant shall mutually agree on a cut-off time for the changes to be effected; and/or

3.3.2 where the Merchant has more than one (1) outlet, NETS and the Merchant shall mutually agree on a cut-off time for the changes to be effected, with the Merchant being responsible for coordinating the cut-off times across all its outlets in order for the updated parameters to be downloaded onto the NETS Access Devices and the changes to be effected for all its outlets.

A2. End Date for Issuance, Top Up and Redemption of Programs

The Merchant may opt for either the Rolling Date Program or Fixed Date Program to govern the issuance, top up and redemption of the Prepaid Dollar Program and/or the Prepaid Item Program.

1. Rolling Date Program

1.1 The redemption period of the Deal will be a rolling period from the Merchant’s issuance of the Deal (“RD Expiry Date’). The Merchant shall indicate such dates on the RSVP Set-up Form.

1.2 Upon the NETS Cardholder’s top up of the NETS FlashPay, the RD Expiry Date of any Deals under the remaining and/or new Program(s) will be extended further from the date of the NETS Cardholder’s top up. The Merchant shall indicate such extension periods on the RSVP Set-up Form.

1.3 All top ups must be made before the RD Expiry Date.

2. Fixed Date Program

2.1 The redemption period of the Deal will be fixed at a predetermined expiry date (‘FD Expiry Date’).

2.2 The NETS Cardholder’s top up of the NETS FlashPay will not affect or extend the FD Expiry Date.

2.3 All top ups must be made before the FD Expiry Date.

General Notes on Issuance, Top Up and Redemption of Programs

3.1 The NETS FlashPay shall be valid for a period of seven (7) years from the date of issue unless otherwise stated on the card (‘NETS FlashPay Validity Period’). Thereafter, the NETS FlashPay shall be deemed expired and is not valid for any use. NETS may at its sole discretion from time to time vary the NETS FlashPay Validity Period.

3.2 The NETS Cardholder shall not be entitled to the issuance of any new Deals by the Merchant, and/or top up the NETS FlashPay after the NETS FlashPay Validity Period. However, where the NETS Cardholder has outstanding and valid Deals and/or Programs in the NETS FlashPay, the NETS Cardholder shall still be entitled to redeem such outstanding Deals and/or Programs after the NETS FlashPay Validity Period. Where the NETS Cardholder has submitted the NETS FlashPay for refund, NETS shall furnish the NETS Cardholder with a letter for the outstanding Deals and/or Programs (‘Redemption Letter’) which can be used to redeem the Deals from the Merchant, and the Merchant agrees to honour any and all Redemption Letters issued by NETS.

3.3 The RD and FD Expiry Dates must be equal to the Program Period or term for which the Merchant is bound by these T&Cs (as applicable). In the event where the Merchant exercises its discretion to cease any Deal and/or Program prior to the expiry date specified to the NETS Cardholders, the Merchant shall be solely responsible for notifying the NETS Cardholders of the amended expiry date. The Merchant agrees that NETS is under no obligation to notify the NETS Cardholders, and shall have no liability or responsibility arising from any dispute in relation to the Merchant’s amended expiry date.

3.4 In the event that the Merchant experiences difficulty with the issuance, top up, redemption and/or settlement of the RSVP on the NETS Access Device, the Merchant shall immediately notify NETS and cooperate with NETS to take all steps as may be necessary and expedient to place the NETS Access Device in good working condition for the issuance, top up, redemption and settlement of the RSVP.

A.3 Extension of Promotion Period for Programs

1. The Merchant may extend the Promotion Period of the relevant Program and/or Deal, subject to the renewal of the terms governing the RSVP with NETS.

2. The extension of any Promotion Period must be conducted prior to the expiry of the original Promotion Period.

A.4 Mode of Payment for Programs

1. During the initial phase of the RSVP, the Merchant shall only accept the use of the NETS FlashPay as a means of payment for the Deals provided by it to the NETS Cardholders.

2. In subsequent phases of the RSVP, the NETS Cardholders may use alternative means such as cash and/or Card to pay for the Deals, provided that the Merchant shall sign a separate commercial agreement in addition to these T&Cs with NETS in such form as NETS requires, to provide for the transaction fees payable by the Merchant to NETS when such alternative means of payment are used, with the terms of the commercial agreement to be agreed between NETS and the Merchant.

 

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Annex 20: 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 298, Tiong Bahru Road, #04-01, Central Plaza, Singapore 168730, 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:


(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 the NETSBiz Application, the execution of our obligations, the enforcement of our rights, the handling of issues or disputes arising from or in connection with the use the NETSBiz Application, 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/privacy;


(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


(c) installing updates and patches in a prompt and timely manner.


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


(c) your ongoing access to and use of the NETSBiz Application;


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;


(c) use the NETSBiz Application to upload content that has viruses, malicious codes, immoral or illegal content;


(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 298 Tiong Bahru Road #06-01 Central Plaza Singapore 168730) 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 LIABILTY


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

 

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Annex 21: Additional terms applicable to only the PayCollect Application Services (“PayCollect Merchant T&Cs”)

 

Merchant acknowledges and agrees that the Services offered in connection with PayCollect  shall be governed by the following terms. In the event that the provisions of Annex 21 are inconsistent with or contradictory to the provisions in the T&C or the Commercial Agreement, the provisions of Annex 21 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 21:

“Collection Request Notification Fee”

means such amounts as may be paid by a Merchant to NETS in accordance with Clause 7.4(b) of this PayCollect Merchant T&Cs;

“Collection Request Notification”

means a request for payment from a Merchant to a User which may be sent by way of a Notification and “Collection Request Notifications” shall be construed accordingly;

“Commencement Date”

means the date that the Merchant accepts the terms of this PayCollect Merchant T&Cs pursuant to the relevant provisions under the T&C;

“Customer”

means a User registered by the Merchant on the PayCollect Application as a customer in respect of goods and services to be provided from the Merchant to said User;

“Cut-off Time”

shall have the meaning as ascribed to it in Clause 9.2 of this PayCollect Merchant T&Cs;

“Designated Account”

means an account on PayCollect created by a Merchant as part of the registration process when signing up to use PayCollect;

“Enabled Device”

means a compatible portable or mobile communications device on which the Merchant has successfully accessed  PayCollect;

“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 PayCollect 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 PayCollect 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 PayCollect from their bank accounts by way of scanning a digitized barcode;

“goods and services”

means goods or services provided by a Merchant which may be paid for by a User via  PayCollect;

“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 accepts payment for goods and services through PayCollect, 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 298, Tiong Bahru Road, #04-01, Central Plaza, Singapore 168730, and its successor-in-title;

“NETSPay”

means the mobile digitized card wallet solution offered by NETS which may be used by a User in their personal capacity to effect payments or other transactions via the User’s mobile device;

“Notification”

means “push” notifications, SMS notifications, Email notifications, notifications through the PayCollect 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;

“PayCollect ”

means the electronic collections platform offered by NETS from time to time that can be accessed by the Merchant to be used to receive and track payments in connection with Transactions.

 

“PayCollect Marks”

shall have the meaning as ascribed in Clause 4.4(a) of this PayCollect Merchant T&Cs;

“PayCollect System”

means the computerised system owned, operated and managed by NETS whereby, inter alia, a Merchant may manage Transactions using PayCollect ;

 

 

“Payment Channel”

means NETSPay, eNETS Debit or Credit, or Third Party Bank Mobile Apps;

“Payment Date”

shall have the meaning as ascribed to it in Clause 10.1 of these PayCollect Merchant 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, the Collection Request Notification 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;

“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 PayCollect Merchant T&Cs, references to “NETS Cardholder” in the meaning of “Transaction” shall also apply to “Users” as defined in this PayCollect Merchant 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 PayCollect Merchant T&Cs;

"Transaction History"

means the Merchant’s transaction history and details on Merchant’s use of PayCollect;

“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 PayCollect Merchant T&Cs.

 

  1. RELATIONSHIP

1.1 PayCollect is issued solely by NETS. Use of PayCollect is subject to the terms and conditions of this PayCollect Merchant T&Cs.

1.2 NETS owns, operates and manages PayCollect.

1.3 For the avoidance of doubt, none of the Participating Banks own, operate and manage PayCollect or the System, and NETS does not own, operate and manage any mobile applications of the Approved Banks, and bears no responsibility for the Merchant’s use of the same. 

1.4 The Merchant may access PayCollect through the use of third-party web browsers. For the avoidance of doubt, the Merchant agrees that NETS does not own, operate, and manage any of these third party browsers and that NETS bears no responsibility for: (i) the Merchant’s use of the same to access PayCollect ; and (ii) any loss or damage that the Merchant may suffer resulting from Merchant’s use of third-party browsers to access PayCollect. 

  1. USE OF PAYCOLLECT

2.1 Subject always to the Merchant’s compliance with the terms of this PayCollect Merchant T&Cs, NETS agrees to grant to the Merchant a non-transferable, non-exclusive licence to use PayCollect insofar as owned by or licensed through NETS only for purposes reasonably related to the subject matter of this PayCollect Merchant T&Cs and the T&C, on and subject to the terms and conditions in this PayCollect Merchant T&Cs and the T&C and other applicable terms and conditions in the Appendices. All other rights not expressly granted to the Merchant pursuant to the PayCollect Merchant T&Cs, the T&C, and other applicable terms and conditions in the Appendices are reserved unto NETS.  Some software components used in PayCollect 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.

2.2 The Merchant may manage Transactions through the Merchant’s Enabled Device upon unlocking the Merchant’s Enabled Device using its Enabled Device password (“Device Password”) and having successfully logged into PayCollect. Depending on the particular actions or functions of PayCollect selected by the Merchant, the Merchant may also need to satisfy other security requirements before the Merchant is able to access or utilize those actions of functions. The Merchant warrants that any cancellations, waivers, write-offs and/or refunds that the Merchant may grant using PayCollect are granted at Merchant’s sole and absolute discretion. In addition, Merchant acknowledges and agrees that any such cancellations, waivers, write-offs and/or refunds which Merchant may grant to Users via PayCollect shall not be considered to be successfully processed by PayCollect 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. 

2.3 The Merchant agrees to keep its Enabled Device secure (in respect of both the physical and electronic environments). The Merchant agrees that it bears sole responsibility for safekeeping and maintaining its Device Password and its PayCollect Application account password (“Account Password”). Without prejudice to the generality of the foregoing, the Merchant must ensure that: (a) it does not disclose to any other person or entity its Device Password or its Account Password (except that where Merchant discloses the Device Password and Account Password to Merchant’s employees, Merchant does so only to the extent that its employees need to know these passwords, and Merchant notifies employees of their confidentiality obligations under this PayCollect Merchant T&Cs in respect of the Device Password and Account Password), and 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 Enabled Device to manage Transactions; and (c) the Merchant shall exercise best efforts and all due care to protect the Merchant’s Device Password and Account Password against unauthorized access or misuse by third parties.

2.4 The Merchant acknowledges and agrees that its use of PayCollect 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.

2.5 In the event that NETS in its sole discretion, determines that the Merchant’s use of PayCollect 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 PayCollect in accordance with Clause 14. 

 

2.6 NETS is entitled to send the Merchant Notifications through PayCollect as well as via other means of communication in connection with the Merchant’s access to and use of PayCollect. 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.

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

 

2.8 NETS reserves the right to investigate complaints regarding the use of PayCollect, or reported violations of the PayCollect 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.

 

  1. UNDERTAKINGS OF MERCHANT

Registration Process

3.1 In order to use  PayCollect, the Merchant must register as a Merchant of PayCollect.

3.1.1 As a condition of registration, NETS may require that the Merchant execute any necessary enrolment documentation as may be required for the registration process, including but not limited to service-provider agreements, risk assessment forms, and GIRO application forms), and provide NETS with any relevant details that NETS may require for the registration process, including the Merchant’s company name, contact person’s name, email address, and contact number.

3.1.2 The Merchant shall ensure that any information provided by the Merchant to NETS pursuant to this Clause 4.1 (including under any relevant application forms to be filled up by the Merchant as part of the registration process) is valid and accurate.

3.1.3 The Merchant will be required to select the Merchant’s preferred Payment Channel during the sign-up process for payment purposes. Depending on the Payment Channels which the Merchant chooses, the Merchant may also be required to designate a bank account and enter further credentials into PayCollect as part of our validation checks. If the Merchant designates more than one preferred Payment Channel, the Merchant acknowledges and agrees that if the Merchant’s primary payment method is determined to be invalid or if payment cannot be processed using the primary payment method for any reason whatsoever, NETS may use a secondary payment method as designated by the Merchant to process payments received from Users.

3.1.4 Failure to complete any step of the registration process may result in the Merchant’s inability to use PayCollect.

3.2 The Merchant acknowledges and agrees that:

3.2.1 The Merchant shall be responsible for carrying out the following at its own cost: (a) obtaining all necessary hardware, software, and communication services necessary for use of PayCollect ; (b) installing antivirus or other security software to protect against any security or other vulnerabilities which may arise in connection with the use of PayCollect; and (c) installing updates and patches in a prompt and timely manner.

3.2.2 The Merchant shall be responsible to the Merchant’s relevant service provider for all data charges relating to:; (a)any upgrades or improvements NETS may introduce and the Merchant may request in relation to PayCollect; and (b) the Merchant’s ongoing access to and use of PayCollect;

 

3.3 The Merchant shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

(a) use PayCollect to conduct electronic spamming;

 

(b) use PayCollect to perform unlawful or immoral activities;

 

(c) use PayCollect to upload content that has Viruses, malicious codes, immoral or illegal content, or upload content on PayCollect containing any Viruses, malicious codes, or immoral or illegal content;

 

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

 

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

 

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

 

(g) use PayCollect in a way that could damage, disable, impair or compromise PayCollect or System (or the systems or security of PayCollect 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;

 

(h) enter any misleading or inaccurate product information on PayCollect;

 

(i) engage in any other activities deemed inappropriate by NETS;

 

3.4 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 PayCollect are the property of either NETS or third party licensors (the “PayCollect Marks”)

 

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

 

(c) other than the licence expressly granted by the Merchant through this PayCollect Merchant T&Cs, no other rights are granted to the Merchant in respect of either the Trade Mark, the PayCollect Marks, or PayCollect;

 

(d) No part or parts of PayCollect 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.

 

3.5 The Merchant acknowledges and agree that the Merchant shall be solely responsible for issuing all Collection Request Notifications or reminders for overdue payments to the Users through PayCollect or other means and that the Merchant is solely responsible for ensuring that that all payments owed by Users to the Merchant is paid. The Merchant agree that NETS has no obligation to inform the Merchant of any payments owed to the Merchant or to prompt the Merchant to make any Collection Request Notifications or reminders for overdue payments. The Merchant agrees that NETS reserves the right not to facilitate the making of any Collection Request Notifications (including where the Merchant selects the option to issue recurring Collection Request Notifications) or to terminate Merchant’s access and use of PayCollect if the Merchant is for any reason, unable to pay the relevant Collection Request Notification Fees required to carry out such action.

 

3.6 NETS assumes no liability for any failures or delays by the Merchant in sending any Collection Request Notifications or collecting any payments from Users and any loss or damage which the Merchant may suffer arising from or in connection with any such failures or delays. 

 

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 Enabled Device via PayCollect 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 PayCollect 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 PayCollect 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 PayCollect, our records (including electronic, computer and microfilm stored records) of all matters relating to the Merchant’s use of PayCollect, 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.

 

  1. LIABILITY FOR TRANSCATIONS; LOSS/THEFT OF ENABLED DEVICE; DISCLOSURE OF DEVICE PASSWORD

5.1 The Merchant is solely responsible and liable for any access to and use of PayCollect, notwithstanding that any relevant access controls introduced or configured by the Merchant (including any Device 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 Terms and Conditions, NETS shall not be liable to the Merchant for any loss or damage resulting therefrom any payments effected by PayCollect due to such circumvention of access controls. 

 

5.2 The Merchant is solely responsible for:

 

(a) monitoring the Merchant’s Designated Account and taking any actions in the event of any unauthorized transfers or suspicious matters concerning the Merchant’s Designated Account; and

 

(b) reporting any transactions wrongly made or made without authority or inaccurate entries in the Transaction History.

 

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 298 Tiong Bahru Road #06-01 Central Plaza Singapore 168730) 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.

 

  1. 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 PayCollect (including Service Fees), whether such service or action is referred to or contemplated in this PayCollect MerchantT&Cs or otherwise.

6.2 NETS may impose or vary the fees payable for the Merchant’s access to and use of PayCollect as well as for the closure or termination of PayCollect. 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 PayCollect.

  1. 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 (including but not limited to Clauses 9.11 and 9.12 of the T&C).

7.2 With respect to NETS’ obligations under Clause 9.11 of the T&C, the cut-off time for Transactions to be processed and settled by NETS for each given Business Day shall be at the close of businessof that Business Day (“Cut-Off Time”)

7.3 NETS reserves the right to vary or amend the Cut-Off Time at its sole discretion, and shall notify the Merchant of such variations by posting these changes on the Website or via a Notification.

7.4 The Merchant agrees and undertakes throughout the term of this PayCollect Merchant 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 Participating Bank.

7.5 The Merchant acknowledges and accepts that the role of the Participating Banks are separate from that of NETS under this PayCollect Merchant 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 PayCollect Merchant T&Cs.

7.6 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.

7.7 The Merchant agrees to adhere at all times to the rules, regulations and policies as determined by the relevant 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 Clause 9.7 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.

7.8 The Merchant acknowledges and agrees that the Merchant’s failure to keep up to its commitments and obligations under this PayCollect Merchant 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 PayCollect Merchant T&Cs shall operate as a waiver thereof.

  1. 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 PayCollect Merchant 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.

  1. DATA PROTECTION

9.1 By using the PayCollect Application and/or any of the PayCollect Services, the Merchant consents to NETS collecting, using, disclosing and sharing amongst themselves any Personal Data which the Merchant may provide in the course of registration to use the PayCollect Application or its use of the PayCollect Application, and disclosing such Personal Data to NETS’s authorised service providers and relevant third parties for purposes reasonably required by NETS to facilitate the Merchant’s use of the PayCollect Application. 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. The Merchant confirms that the Merchant has read and understood the 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 PayCollect 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 the PayCollect Application through batch-uploading by way of a digital file, such file will not contain any Viruses, or will not otherwise, harm, damage, or otherwise negatively impact the System, or the PayCollect Application.

9.3 Notwithstanding any other provision in this PayCollect Merchant 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.

  1. DISCLAIMER OR WARRANTIES AND LIABILITY

10.1 The access to and use of PayCollect 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 PayCollect 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 PayCollect;

(b) any delay or suspension of the Merchant’s Designated Account;

(c) if use of the Merchant’s Enabled Device 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 PayCollect, 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 PayCollect;

 

(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 Enabled Device, or PayCollect by third parties, whether authorized or unauthorized by the Merchant;

 

(i) theft or loss of the Merchant’s Enabled Device on which PayCollect is installed;

(j) any malfunction, defect or error in any device used to process the Transaction or to facilitate the usage of PayCollect or any of the PayCollect 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;

(l) any delay or inability on NETS’ part to perform any of our obligations under these PayCollect Merchant 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;

(m) any damage to or loss or inability to retrieve any data or information that may be stored in PayCollect or any microchip or circuit or device in the Merchant’s Enabled Device or the corruption of any such data or information, howsoever caused;

(n) 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 PayCollect or any inability to use the same;

(o) any breach of any obligation of confidentiality by any third party provider of any service or facility associated with any Enabled Device, PayCollect or any of the PayCollect Services. The Merchant acknowledge and understand that use of PayCollect 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, and NETS are 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 Enabled Device, or circumvention of any access controls on any Enabled Device 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  PayCollect; 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 PayCollect.

 

10.4 The Merchant acknowledge and agree that PayCollect 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 PayCollect may be made public on PayCollect. Use of PayCollect is entirely at the Merchant’s own risk.

 

11 LINKS TO THIRD PARTY SITES

 

11.1 PayCollect may include links to sites on the Internet that are owned and operated by third parties (“Third Party Sites”), and if the Merchant chooses to access these Third Party Sites, the Merchant 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. The Merchant 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.

 

  1. ISSUES WITH TRANSACTIONS

 

12.1 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 PayCollect. 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 Services.

 

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

 

12.3 The Merchant agree that any complaints, claims, disputes or refunds in relation to Merchant 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 Services purchased from the Merchants.

 

  1. INDEMNITY

13.1 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 PayCollect Merchant T&Cs; or (ii) NETS in enforcing any of the terms and conditions in this PayCollect Merchant T&Cs or preventing any breach thereof.

  1. CONCLUSIVE STATEMENTS

14.1 NETS’ records (including electronic, computer and microfilm stored records) of all matters relating to the Enabled Device, the Designated Account, 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.

15 TERMINATION

15.1 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 PayCollect Merchant T&Cs. In addition, NETS reserves the right to impose any additional conditions on termination of use of the PayCollect Application at its sole discretion, and the Merchant shall be deemed to accept such additional conditions if it continues to use the PayCollect Merchant T&Cs.

 

15.2 For the avoidance of doubt, should the Merchant decide to cease using the PayCollect from the Merchant’s Enabled Device, 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 PayCollect and NETS shall have no obligations or liabilities to the Merchant whatsoever in respect of said transactions unless otherwise stated in PayCollect.

 

15.3 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 PayCollect.

 

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

 

  1. NOTICES

 

16.1 By using PayCollect and without prejudice to any of the other terms in this PayCollect Merchant 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 PayCollect 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.

 

  1. GOVERNING LAW AND JURISDICTION

 

17.1 The PayCollect Merchant 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 PayCollect Merchant T&Cs and all other applicable terms and conditions governing PayCollect.

 

17.2 The Terms and Conditions 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.

 

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APPENDIX 2

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.

4 PAYMENTS
4.1 All Transactions shall be made in Singapore Dollars or any other currencies which eNETS may accept from time to time.

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..

(c) The Merchant agrees and acknowledges that:

(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.

 

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APPENDIX 3

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

5.1 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.

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:
(xii) a complete description of the products and or services offered or sold at the premises;
(xiii) the policy of refunds and returns concerning services and or products offered or sold at the premises;
(xiv) the customer service contact numbers, including electronic mail address and telephone number;
(xv) the price for the products and or services and any other charges;
(xvi) the currency in which the sale will be transacted;
(xvii) export restrictions relating to any goods or services (if any);
(xviii) the means by which goods sold will be delivered to the NETS Cardholder; and
(xix) the Merchant’s country of domicile.
(b) when the Merchant supplies Transaction details to eNETS:
(xx) all Transaction details supplied to eNETS are true and correct;
(xxi) 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.

 

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