FlexM Terms of Service

 

The Terms of Service stated herein (collectively, the
“Terms of Service” to the “Agreement”) constitute a legal agreement between you
(the “Partner”) and FLEXM PTE. LTD. (the “provider”). By using FlexBank and
services, you hereby agree to be bound by the Agreement and the following
stated terms and conditions set out by FlexM Pte. Ltd.

 

GLOSSARY

 

Except
to the extent expressly provided otherwise, in this Agreement:

 

Acceptance Criteria” the Specified
Services
conforming in all material respects as set out in Schedule 1

 

Acceptance Period” a period of ten
(10) Business Days following the Specified Services being made
available to the Partner for the purpose of testing or such other
periods as the parties may agree in writing

 

User Acceptance Tests (UAT)” a set of
tests designed to establish whether the Specified Services meet the Acceptance
Criteria
, provided that the exact form of the tests shall be determined
agreed and documented by the parties acting reasonably in advance of the first Acceptance
Period

 

Account” an account enabling a User to access
and use the Specified Services

 

Affiliate” an entity that
controls, is controlled by, or is under common control with the relevant entity

 

Agreement” this agreement including
any schedules, and any amendments thereof as agreed by the parties in writing
from time to time

 

“API” abbreviation for application
programming interface, refers to a set of functions and procedures that allow
the creation of applications which access the features or data of an operating
system, application, or other service.

 

App” abbreviation for
application and referring to a mobile application software designed to run on a
mobile device, such as a smartphone or tablet.

 

Base
Specifications”
an independent document detailing the system and programme
parameters to be established for the Setup Services

 

Business Day(s)” any weekday other
than a bank or public holiday in SingaporeBusiness
Hours
” the hours between 9:00 am to 5:00 pm on a business day

Change” any change to the scope, any modifications or improvements to the Specified
Services
and/or any change to this Agreement and as agreed by the parties

 

Charges” the amounts specified in
Schedule 2 and the amounts as may be agreed in writing by the parties from
time to time

Control(s)” the legal authority to
control directly or indirectly the management of an entityConfidential Information” means:

a.
Any information disclosed by one party to the other during the Term
(whether

disclosed in writing, orally or
otherwise) that at the time of disclosure:

b.    Was marked or described as
“confidential”; or

c.     Should have been reasonably
understood by the other to be confidential.

d.    The Partner Data and Provider
Data
;

e.    The terms of this Agreement

 

Customisation” a customisation of the FlexBank/
Services
, whether made through the development, configuration or
integration of software, or otherwise for the Specified Services

 

Defect” a defect, error or bug in the Specified
Services
having a material adverse effect on operation, functionality, or
performance of the Specified Services, but excluding any defect, error
or bug caused by or arising as a result of:

1.    Any act or omission of the Partner
or any person authorised by the Partner to use the

Specified
Services
;

2.
Any
use of the Specified Services contrary to the documentation, whether by
the Partner

or by any person authorised
by the Partner;

3.
A failure of the Partner to perform or observe any of
its obligations in this Agreement; and/or

4.    An
incompatibility between the Specified Services and any other system, Network,
application, programme, hardware or software not specified as compatible in the
Documentation

 

Documentation” the documentation for the Specified
Services
made available by the Provider

to the Partner

 

Effective
Date
” the date of execution of this Agreement

 

Force Majeure Event” an event, or a
series of related events, that is outside the reasonable control of the party
affected including failures of the internet or any public
telecommunications network, hacker attacks, denial of service attacks, virus or
other malicious software attacks or infections, power failures, industrial
disputes affecting any third party, changes to the law, disasters, explosions,
fires, floods, epidemics, pandemics, riots, government enforced lockdown,
terrorist attacks, wars and major currency devaluation

 

iBoard” the backend
administration platform/ portal, including URL and login information,
supporting the reporting, reconciliation and dashboard, for the FlexBank/
Services

 

“Go-live date” the earlier of the following
dates a) when the solution is launched live for the Partner’s users or b)
within 3 months of contract signing date in case of API based solution or c)
within 1 month of UAT sign off for App based solution.

Intellectual Property” all intellectual property
rights, whether registrable or un-registrable, registered or unregistered,
including any application or right of application for such rights and these
“intellectual property rights” include copyright and related rights,
database rights, confidential information, trade secrets, know-how, business
names, trade names, trademarks, service marks, passing off rights, unfair
competition rights, patents, utility models, and rights in designs

 

Maintenance Services” the
general maintenance of the Specified Services, and the updates and
upgrades thereof

 

Minimum Term” in respect of this Agreement, the
period of three (3) years beginning the

Go-live Date.

 

Network” a payment card
network that switches transactions between merchants and users according to its
own standards and protocols

 

Partner Data” all data, works and
materials, including the personal data of a Partner’s User: uploaded to
or stored by the Partner; supplied by the Partner to the Provider
for uploading, processing, transmission or storage purposes in relation to
this Agreement

 

Partner App” the app that is developed by
the Partner or commissioned by the Partner either from the Provider
or from a third-party developer, and is made available for general
distribution by the Partner through the Google Play Store and/or the
Apple App Store

 

Partner Systems” the
hardware and software systems of the Partner that interact with, or may
reasonably be expected to interact with, the Specified Services

 

Penetration Testing” is an
authorised, simulated cyberattack on the security infrastructure of a system to
uncover vulnerabilities, threats, risks in a software application, network or
web application that an attacker could exploit

 

Personal Data” as
defined by the Personal Data Protection Commission of Singapore (PDPC) and can
be accessed here:
https://www.pdpc.gov.sg/Overview-of-PDPA/The- Legislation/Personal-Data-Protection-Act

 

Personal
Data Protection Act 2012 (PDPA)”
as defined by the Personal Data Protection
Commission of Singapore (PDPC) and can be accessed here:
https://www.pdpc.gov.sg/Legislation-and-Guidelines/Personal-Data-Protection-Act-Overview

 

“Project Roadmap” an independent document to
constitute the timeline and project milestones for implementation and delivery
of all Specified Services as outlined in Schedule 1

 

“Provider Data” is any data, materials, works
pertaining to the Provider that may be shared with the Partner in
relation to this Agreement

 

Remedy Period” a period of fourteen
(14) Business Days following any date on which the Partner may
give to the Provider a notice that the Specified Services have
failed the UAT, or such other period as the parties may agree in
writing

 

Schedule” any schedule attached to this Agreement

Set-up
Services
” the provision of base specifications including
configuration, implementation and integration support in accordance with
Schedule 1

 

Specified Services” all or part of the FlexBank/
Services
, which will be made available by the

Provider to the Partner via
secure digital API connections including the application and database

 

software, the system
and server software, the technical documentation and support, and the reporting
tools for business management in accordance with this Agreement and as
specified in Schedule 1

 

Software Code” including
object code, intermediate code and source code

 

Support Services” support in relation
to the use of, and the identification and resolution of errors in, the Specified
Services
, but shall not include the provision of training

 

Term” the term of this Agreement,
commencing and ending in accordance with clause 1
Territory” refers to Singapore

Test App” the App provided by the Provider
to the Partner for demonstration and UAT testingUpdate” a hotfix, patch or similar
update to the
Specified
Services

Upgrade” a version upgrade of the Specified Services

 

User
the registered user of the Partner including both administrator accounts
and user accounts

 

Vulnerability Testingidentifying potential vulnerabilities in Network
devices such as firewalls, routers, switches, servers and applications

 

Whitelisting” In this Agreement,
it refers to IP whitelisting, a security feature used for limiting and
controlling access only to trusted users

 

1.   TERM

1.1
This Agreement shall
remain in force from the Effective Date to the end of 3 years from Go-live
date
.

1.2   Unless terminated earlier as provided in clause 17 or parties
mutually agree for extension or new agreement in place, the Agreement shall
be automatically renewed for successive period of twelve (12) months, unless
either party gives written notice to the other party not to renew
with 90 days’ notice.

 

2.   SET-UP PROCEDURE

2.1   The Provider shall provide Set-up Services to
the Partner as per Schedule 1, using all reasonable endeavours to ensure
that the Set-up Services are provided accordingly.

2.2   The Partner acknowledges that a delay in the Partner
performing its obligations in this Agreement may result in a delay
in the performance of the Set-up Services; and subject to clause 17.1
the Provider will not be liable to the Partner in respect of any
failure to meet the Project Roadmap to the extent that the failure
arises out of a delay in the Partner performing its obligations under
this Agreement or delay related to regulatory approvals which is beyond
the control of the Provider.

 

3.   ACCEPTANCE PROCEDURE

3.1   During each Acceptance Period, the Partner shall
carry out the UAT in accordance with the Acceptance Criteria.

3.2
The Provider shall
provide to the Partner with such assistance in relation to the carrying
out of the acceptance tests as the Partner may reasonably request.

3.3   Before the end of each Acceptance Period, the Partner
shall give to the Provider a written notice specifying whether the Specified
Services
have passed or failed the UAT.

3.4   If the Partner fails to give to the Provider
a written notice in accordance with clause 3.3, then the Specified
Services
shall be deemed to have passed the UAT.

3.5   If the Partner notifies the Provider that
any Specified Services have failed the UAT, then the Partner must
at the same time provide full written details of the results of the identified
failure with reference to the Acceptance Criteria as agreed in Schedule
3 of this Agreement.

3.6
In case of a UAT failure
notification:

(a) If the Provider agrees with the Partner
that the Specified Services do not comply with the Acceptance
Criteria
, then the Provider must rectify the issue before the end of
the Remedy Period for a further round of UATs; or

(b)  If the Provider does not agree with the
Partner that the Specified Services do not comply with the Acceptance
Criteria,
then the parties must convene before the expiry of the Remedy
Period
and use their best endeavours to reach an agreement whether the UAT
has failed, and if so, appropriate a plan of action reasonably satisfactory
to both parties, and they must record any agreement reached in writing.

 

4.
SPECIFIED
SERVICES

4.1      The Provider hereby grants to the Partner
a non-exclusive licence to use the Specified Services in accordance
with this Agreement during the Term in the Territory.

4.2
Except to the extent
expressly permitted in this Agreement or required by law on a non-
excludable basis, the licence granted to the Partner under clause 4.1 is
subject to the following prohibitions:

 

(a)
The Partner must
not sub-license, directly or indirectly, its right to access and use the Specified
Services
;

(b)
The Partner must
not permit any unauthorised person(s) to access and/or use the Software
Services
;

4.3      The Partner must ensure that all
authorised persons using the Specified Services with the authority of
the Partner or by means of a User account comply with schedule 3.

4.4      The Partner must ensure that its use of
the Specified Services does not cause damage or impairment to the
availability or accessibility of the same in any way.

4.5
The Partner must
not use the Specified Services:

(a)
In any way that is
illegal, fraudulent or harmful; or

(b)
In connection with any
illegal, fraudulent or harmful purpose or activity.

4.6      The Partner has no right to access the Software
Code
of the Specified Services, either during or after the Term.

4.7      Vulnerability Testing on the hosting
server to be conducted by third party service provider including certification.

 

 

5.
CUSTOMISATIONS

5.1      The Provider and the Partner may
agree during the Term that the Provider shall design, develop and
implement Customisations agreed in writing by the parties.

5.2
All Intellectual
Property
in the Customisations shall be the exclusive property of
the

Provider.

5.3      The Customisation shall be subsumed
into the Specified Services from the time and date it is made available
to the Partner, and accordingly from that period the Partner’s rights
to use the Customisation shall be governed by clause 4.

 

6.
MAINTENNANCE

6.1      The Provider shall provide Maintenance
Services
to the Partner during the Term of this Agreement as
per the SLA provided in schedule 4.

6.2      The Provider may suspend the provision
of the Maintenance Services if any amount due to be paid by the Partner
to the Provider under this Agreement is overdue, and the Provider
has given to the Partner at least thirty (30) days’ written notice,
following the amount becoming overdue, of its intention to suspend the Maintenance
Services
on this basis.

 

7.
AVAILABILITY
& SUPPORT

7.1      The Provider shall use all commercially
reasonable endeavours to ensure that the Specified Services are
available as per the industry standards in the Provider’s industry.

7.2      While the Provider shall endeavour to
make available the Specified Services, the Partner acknowledges
and agrees that the following exceptions may disrupt the availability of the Specified
Services
, and as such indemnifies the Provider against such
exceptions:

a)
A Force Majeure Event;

b)    A fault or failure of the internet or any
public telecommunications network or third- party system or Network;

c)    A fault or failure of the Partner’s computer
systems or networks;

 

d)    Any breach by the Partner of this Agreement;

e)    Scheduled Maintenance Services carried
out in accordance with this Agreement;

f)     Unauthorized and malicious internet attacks by
unknown third parties;

g)    Unverifiable/Untraceable negative end-user
feedback or experience.

7.3      The Provider shall provide the Support
Services
to the Partner during the Term with best endeavour
to align with the standards of skill reasonably expected from a service
provider in the Provider’s industry.

7.4      The Provider may suspend the provision
of the Support Services if any amount due to be paid by the Partner to
the Provider under this Agreement is overdue, and the Provider
has given to the Partner at least thirty (30) days written notice,
following the amount becoming overdue, of its intention to suspend the Support
Services
on this basis.

 

8.
APPS

8.1
The Provider acknowledges
and agrees that the Partner may integrate the Specified Services into
an existing or new Partner App to be developed either:

(a)
By the Partner or;

(b)
At the Partner’s cost
by a Partner appointed third-party developer or;

(c)
At the Partner’s cost
and developed by the Provider, excluding the sharing of the

Software Code.

8.2
The parties acknowledge
and agree that in the case of 9.1 (a) and (b):

a)    the Partner will submit to the Provider
the test version of the Partner App to be reviewed and approved by
the Provider, and the final version of the Partner App will only
be released subject the incorporation of the modifications/ additions required
by the Provider;

b)    The Partner must submit its App,
including Upgrades, for Vulnerability Testing and Penetration
Testing
prior to release either by Provider as per the third party
service cost in Schedule 2 or by an approved third party vendor;

c)    the parties’ respective rights and
obligations in relation to the Partner App and any liabilities of the Provider
arising out of the use of the Partner App shall be subject to agreed
terms and conditions, and accordingly this Agreement shall not govern
any such use, rights, obligations or liabilities of the Partner App on
the Provider. The Partner must however ensure that the
development and usage of the Partner App is at all times subject to the
terms of this Agreement.

8.3      The parties acknowledge and agree that
in the case of a Partner App developed by the Provider as per 8.1
(c):

(a)  Compulsory Vulnerability Testing and Penetration
Testing
prior to release will be provided by the Provider as per
Schedule 2;

(b)  the parties’ respective rights and obligations
in relation to the Partner App and any liabilities of the Provider arising
out of the use of the Specified Services by the Partner App shall
be subject to the terms and conditions of this Agreement and any further
Changes will be mutually agreed in writing.

8.4
The Partner App shall
contain the terms and conditions as provided by the Provider in relation
to the use of FlexBank/ Services. The Partner App shall also
contain the terms and conditions as provided by the license holder in relation to the use of the
Provider’s partner products.

8.5
Where mandatory, for
regulatory compliance reasons, the Partner App and marketing collateral
shall contain the Provider branding as “Powered by FlexM” and the Provider’s
partner product’s branding for the Provider’s partner products,
where applicable, and as communicated by the Provider to the Partner,
from time to time.

 

9.
INTELLECTUAL
PROPERTY

9.1      The Partner acknowledges and agrees
that the Provider owns all the Intellectual Property of the Specified
Services
. Except as expressly stated herein, this Agreement does not
grant the Partner any rights to, or in, patents, copyrights database
rights, trade secrets, trade names, trademarks (whether registered or
unregistered), or any other rights or licences in respect of the Specified
Services
.

9.2      To the extent that any Changes are
carried out under or in connection with this Agreement by the Provider,
all Intellectual Property rights to such underlying ideas and in any
resulting improvements or modifications shall be assigned to and shall vest
with and be solely owned by the Provider, unless agreed in writing by
both parties.

9.3
Nothing in this Agreement
shall operate to assign or transfer any Intellectual Property

from the Provider to the Partner,
or vice versa.

 

10.   CHANGE CONTROL

10.1
Either party may
request a Change at any time via a written notice of a Change request

10.2
A party in receipt
of a Change request may:

(a)    Accept the Change with or without
additional cost;

(b)    Reject the Change;

(c)    Propose an amendment or alternative.

10.3
A Change will not
take effect until it has been mutually agreed and signed by each party.

 

11.   PAYMENTS & TAXES

11.1
The Partner will make
payments to the Provider as per the Charges in Schedule 2.

11.2   All payments shall be made in SGD currency to the
designated bank account indicated in the invoice within seven (7) Business
Days
by electronic funds transfer.

11.3
All payments other than
set up fees will be billed to the partner effective the Go-live date.

11.4   Except as specifically prescribed in this Agreement,
each party is individually responsible for their own taxes payable in
connection with this Agreement

11.5   All payments shall be paid in full, free of all
deductions and withholdings of any kind except where any deduction or
withholding is required by law.

11.6  In case of termination of this Agreement by the
Partner before the completion of the Minimum Term, and not
withstanding clause 18, the Partner must continue to make the minimum
transaction fee payment to the Provider as per Schedule 2, for the
remainder of the Minimum Term

 

12.   CONFIDENTIALITY OBLIGATIONS

12.1   Each party undertakes that it shall use all
reasonable endeavours to keep confidential the other party’s Confidential
Information
and shall not:

a)    use such Confidential Information except
for the purpose of exercising or performing its rights and obligations under
this Agreement; or

 

b)    disclose such Confidential Information in
whole or in part to any third party, except as expressly permitted in this Agreement

12.2
The Provider will
be allowed to disclose such Confidential information to its service
providers, license holders and Affiliates as required for the purpose of
facilitating the Specified Services

12.3   The receiving party shall not disclose any Confidential
Information
to any person, except for information that is;

a)
part of the public domain;

b)
becomes part of the
public domain other than through the fault of the party

receiving the information;

c)
already known by the
receiving party at the time of disclosure;

d)
required to be disclosed
to third parties according to any applicable law; and/or

e)    independently developed by the receiving party
provided that the receiving party can reasonably demonstrate its
development of such information did not make use of information provided by the
disclosing party.

12.4   Except as expressly stated in this Agreement,
neither party makes any express or implied warranty or representation
concerning its Confidential Information.

12.5   The parties shall fully and effectively
indemnify, keep indemnified and hold harmless each party and its Affiliates
from and against, and agrees to pay on demand, any and all losses,
liabilities, damages, costs, fines, penalties, claims and expenses (including
legal fees on a full indemnity basis and other professional advisors’ fees, and
disbursements and costs of investigation, litigation, settlement, judgment,
interest, penalties and remedial actions) incurred by or awarded against or
imposed on the Provider as a result of or in connection with any breach
of this clause 12.

12.6   The restrictions in this clause 12 do not apply to the
extent that either party’s Confidential Information is required to be
disclosed by any law or regulation, by any judicial or governmental order or
request, or pursuant to disclosure requirements relating to a stock listing on
a recognised stock exchange.

12.7   Upon the termination of this Agreement, each party
must immediately cease to use the other party’s Confidential Information.

12.8   Within ten (10) Business Days following the
date of termination of this Agreement, each party must destroy or
return to the other Party (at the other Party’s option) all media containing Confidential
Information
and must irrevocably delete the other’s Confidential
Information
from its systems and records (physical and electronic), unless
otherwise required by regulators or local laws.

12.9   The provisions of this clause 12 shall continue in
force for a period of three (3) years following the termination of this Agreement.

 

13.   DATA PROTECTION

13.1
The Partner warrants
to the Provider that it has the legal right to disclose all Partner
Data
that it does in fact disclose to the Provider under or in
connection with this Agreement.

13.2
The Provider warrants
to the Partner that:

(a)    It will act only on instructions from the Partner
in relation to the processing of

Partner Data;

(b)    It will only process the Partner Data for
the purposes of performing its obligations and exercising its rights under this
Agreement;

(c)    It will collect, process, store and transmit
the Partner Data in compliance with the

PDPA.

13.3   The Partner hereby grants to the Provider a
non-exclusive licence to copy, reproduce, store, distribute, publish, export,
adapt, edit and translate the Partner Data to the extent reasonably required
for the performance of the Provider’s obligations and the exercise of
the Provider’s rights under this Agreement.

13.4   The Partner warrants to the Provider that
the Partner Data when used by the Provider in accordance with
this Agreement will not infringe the Intellectual Property rights
or other legal rights of any person, and will not breach the provisions of any
law, statute or regulation, in any jurisdiction and under any applicable law.

13.5   The Provider shall ensure that access to the Partner
Data
is limited to those personnel who have a reasonable need to access in
order to enable the Provider to perform its duties under this Agreement;
any access to the Partner Data must be limited to such part(s) of the Partner
Data
as is strictly necessary.

13.6   Any Provider Data shared with the Partner,
shall only be stored, processed and transmitted by the Partner for the
purposes of performing its obligations under this Agreement and in
compliance with the PDPA.

 

14.   WARRANTIES

14.1
Each party warrants
that:

(a)    The party has the legal right and
authority to enter into this Agreement and to perform its obligations
under this Agreement;

(b)    The party will comply with all
applicable legal and regulatory requirements applying to the exercise of the
party’s rights and the fulfilment of the party’s obligations under this Agreement;

(c)    The party has access to all necessary
know-how, expertise and experience to perform its obligations under this Agreement.

14.2
Each party warrants
to the other party that the Specified Services, when used in
accordance with this Agreement, will not breach any laws, statutes or
regulations applicable under local law in the Territory.

14.3
The Provider warrants
to the Partner that:

(a)    The Specified Services will conform in
all material respects with the Schedule 1;

(b)    The Specified Services will incorporate
security features reflecting the requirements of good industry practice.

14.4   The Partner shall make reasonable security
arrangements to protect Partner Data in its possession or under its
control, to prevent unauthorised access, collection, use, disclosure, copying,
modification, deletion or similar risks.

14.5   The parties’ warranties and representations in
respect of the subject matter of this Agreement are expressly set out
herein. To the maximum extent permitted by applicable law, no other warranties
or representations concerning the subject matter of this Agreement will
be implied into this Agreement or any related contract.

 

15.   ACKNOWLEDGEMENTS AND WARRANTY
LIMITATIONS

15.1   The Partner acknowledges that complex
software is never wholly free from defects, errors and bugs; and subject to the
other provisions of this Agreement, the Provider
gives no warranty or representation that the Specified
Services
will always be wholly free from Defects.

15.2
The Partner acknowledges
that complex software is never entirely free from security vulnerabilities; and
subject to the other provisions of this Agreement, the Provider gives
no warranty or representation that the Software Services will always be
entirely secure.

15.3   The Partner acknowledges that the Specified
Services
are designed to be compatible only with the software and systems
specified in Schedule 1; and the Provider does not warrant or represent
that the Specified Services will be compatible with any other software
or systems.

 

16.   LIMITATIONS AND EXCLUSIONS OF
LIABILITY

 

THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE COMMERCIAL PERFORMANCE OF PROPOSED PRODUCTS
USING FlexBank/ SERVICES DEPENDS ON NUMEROUS FACTORS BEYOND THE PARTIES
CONTROL. PARTIES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS
AND WARRANTIES AS TO THE PROFITS, REVENUES, ROYALTIES, FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR POTENTIAL SUCCESS OF THE SOFTWARE
AND NO LIABILITY SHALL BE IMPOSED UPON THE OTHER PARTY BASED ON ANY CLAIM THAT
(I) MORE SALES OR REVENUE COULD HAVE BEEN MADE OR EARNED AND/OR (II) BETTER
PRICES, RATES, COMMISSIONS OR TRANSACTIONS COULD HAVE BEEN OBTAINED. EXCEPT AS
MAY OTHERWISE BE EXPRESSLY DESCRIBED HEREIN, EITHER PARTY IS NOT OBLIGATED TO
COMMENCE OR CONTINUE THE EXHIBITION, DISTRIBUTION, MARKETING, ADVERTISING,
PROMOTION, SALE. PARTIES EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL CLAIMS AND
LIABILITIES OF ANY KIND AGAINST THE OTHER PARTY ARISING FROM THIS AGREEMENT,
EXCEPT CLAIMS AGAINST OTHER PARTY ARISING FROM ITS WILFUL AND INCURRED BREACH
OF THIS AGREEMENT.

 

EXCEPT TO THE
EXTENT OF EACH PARTY’S OBLIGATIONS TO PROTECT THE CONFIDENTIAL INFORMATION OF
THE OTHER PARTY UNDER THIS AGREEMENT AND TO COMPLY WITH THE SCOPE OF THE
LICENCES GRANTED HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY, OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE,
PROFITS, INFORMATION OR DATA) ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION,
WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR
OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER THE
PARTIES HAVE ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR
DAMAGE. PARTIES ACKNOWLEDGE AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN
ESSENTIAL ELEMENT OF THE CONTRACT BETWEEN THE PARTIES AND IN THEIR ABSENCE THE
ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

 

16.1
Nothing in this Agreement
will:

 

(a)    Limit or exclude any liability for death or
personal injury resulting from negligence;

(b)    Limit or exclude any liability for fraud or
fraudulent misrepresentation;

(c)    Limit any liabilities in any way that is not
permitted under applicable law; or

(d)    Exclude any liabilities that may not be
excluded under applicable law.

16.2   The limitations and exclusions of liability set out in
this clause 16 and elsewhere in this Agreement govern all liabilities
arising under this Agreement or relating to the subject matter of this Agreement,
including liabilities arising in contract, in tort (including negligence) and
for breach of statutory duty, except to the extent expressly provided otherwise
in this Agreement.

16.3   Neither party shall be liable to the other party
in respect of any losses arising out of a Force Majeure Event, or
any loss of profits or anticipated savings, or any loss of revenue or income,
or any loss of use or production, or any loss of business, contracts or
opportunities or any special, indirect or consequential loss or damage.

16.4   The liability of each party to the other party
under this Agreement in respect of any event or series of related
events shall not exceed the greater of:

(a)    The total amount paid and payable by the Partner
to the Provider under this Agreement in the Twelve (12) month
period preceding the commencement of the event or events.

16.5   However, subject to the limitation under clause 16.4,
in the event of dispute reaching to the court or arbitration, as the case may
be, it is agreed that the aggregate liability of each party to the other
party under this Agreement shall not exceed the greater of:

(a)    The total amount paid and payable by the Partner
to the Provider up to the date that those liabilities are confirmed
by court/arbitration centre.

(b)    The total amount paid and payable by the Provider
to the Partner up to the date that those liabilities are confirmed
by court/arbitration centre.

 

17.   TERMINATION

17.1   (a) Either party may terminate this Agreement
by giving to the other party of not less than Ninety (90) days’
written notice of termination after the end of the Minimum Term;

(b) During the Setup and Acceptance/
UAT
stages, either party may terminate this Agreement, subject
to clause 16, with a 60-day written notice in the event of repeated non-performance by the other party.

17.2
Either party may
terminate this Agreement immediately by giving written notice of
termination to the other party if:

(a)    The other party commits any material breach of
this Agreement and the breach is not remediable;

(b)    The other party:

(i)
Is dissolved;

(ii)
Ceases to conduct all (or
substantially all) of its business;

(iii)       Is or becomes unable to pay its debts as they
fall due;

(iv)       Is or becomes insolvent or is declared
insolvent;

(c)    An administrator, administrative receiver,
liquidator, receiver, trustee, manager or similar
is appointed over any of the assets of the other party.

17.3
The Provider may
terminate this Agreement immediately by giving written notice to the Partner
if any amount due to be paid by the Partner to the Provider under
this Agreement is unpaid by the due date and remains unpaid upon the
date that written notice of termination is given.

 

17.4   Either Party may terminate this Agreement with
immediate effect if the other party or it employees, agents or
affiliates defames, abuses, harasses or threatens or otherwise compromises the
dignity of the staff of the other party.

17.5   Either Party may terminate this Agreement or
amend its contractual obligations upon thirty (30) days written notice to the
other party upon the issuance or recognition of any law, order, rule, or
regulation by any regulatory authority that is controlling or binding on the
notifying party prohibiting any or all of the use of the FlexBank/
Services
or the continued provision of Specified Services becomes
unprofitable, undesirable, and/or unduly restrictive to the business of the Provider.

 

18.   EFFECTS OF TERMINATION

18.1   Upon the termination of this Agreement, all of
the provisions of this Agreement shall cease to have effect, save that
the following provisions of this Agreement shall survive and continue to
have effect (in accordance with their express terms or otherwise indefinitely):
Glossary; clauses 4, 12, 14, 16, 19 – 29.

18.2   Except to the extent that this Agreement expressly
provides otherwise, the termination of this Agreement shall not affect
the accrued rights of either party.

18.3
Within thirty (30)
days following the termination of this Agreement for any reason: (a)The Partner
must pay to the Provider any Charges in respect of the Specified

Services provided to the Partner before the
termination of this Agreement;

(b)The Provider
must refund to the Partner any Charges paid by the Partner
to the Provider in respect of Specified Services that were to
be provided to the Partner after the termination of this Agreement,
without prejudice to the parties’ other legal rights.

 

19.   NON-SOLICITATION OF PERSONNEL

19.1   Either party must not, without the prior
written consent of the party, either during the Term or within
the period of six (6) months following the end of the Term, engage, employ or
solicit for engagement or employment any employee or subcontractor of the other
who has been involved in any way in the negotiation or performance of this Agreement.

 

20.   NOTICES

20.1   Any notice given under this Agreement may be
sent by email and/or with a printed copy sent by courier and a party receiving
from the other party a notice by email must acknowledge receipt by email
promptly, and in any event within two (2) Business Days following
receipt of the notice.

 

21.   ASSIGNMENT

22.1
Either party must not assign, transfer or otherwise deal with the contractual
rights and/or obligations under this Agreement without the prior written
consent of other party, such consent not to be unreasonably withheld or
delayed, provided that each party may assign the entirety of its rights
and obligations under this Agreement to any Affiliate of said party
or to any successor to all or a substantial part of the business of the
said party from time to time.

 

22.   NO WAIVERS

 

22.1   No breach of any provision of this Agreement will
be waived except with the express written consent of the party not in
breach.

22.2
No waiver of any breach of
any provision of this Agreement shall be construed as a further or
continuing waiver of any other breach of that provision or any breach of any
other provision of this Agreement.

 

23.   SEVERABILITY

23.1   If a provision of this Agreement is determined
by any court or other competent authority to be unlawful and/or unenforceable,
the other provisions will continue in effect. The parties shall use
reasonable endeavours and good faith to agree upon a new provision that shall
as nearly as possible have the same commercial effect as the void, invalid,
illegal or unenforceable provision.

23.2   If any unlawful and/or unenforceable provision
of this Agreement would be lawful or enforceable if part of it were
deleted, that part will be deemed deleted, and the rest of the provisions will
continue in effect.

 

24.   THIRD PARTY RIGHTS

24.1   This Agreement is for the benefit of the parties
and is not intended to benefit or be enforceable by any third party.

24.2   The exercise of the parties’ rights under this Agreement
is not subject to the consent of any third party.

 

25.   VARIATION

25.1   This Agreement may not be varied except by
means of a written document signed by each party, without prejudice to
the requirements of clause 10.

 

26.   ENTIRE AGREEMENT

26.1   The main body of this Agreement and the
schedules shall constitute the entire contract between the parties in
relation to the subject matter of this Agreement, and shall supersede
all previous agreements, arrangements and understandings between the parties
in respect of that subject matter.

26.2   This Agreement may be executed in several
counterparts, each of which shall be an original but all of which shall
together constitute one and the same Agreement.

26.3   Neither party will have any remedy in respect
of any misrepresentation (whether written or oral) made to it upon which it
relied in entering into this Agreement.

 

27.   LAW AND DISPUTE RESOLUTION

27.1   This Agreement and any and all amendments
thereto shall be governed exclusively by and construed in accordance with the
substantive laws of the Republic of Singapore.

27.2   If there is any dispute in connection with this Agreement,
the parties will resolve the dispute through negotiation and
conciliation within fifteen (15) Business Days. In case the negotiation
and conciliation are not successful, the dispute shall be referred by either party
and finally settled by the Singapore International Arbitration Centre
(‘SIAC’) in Singapore in accordance with the Arbitration Rules of SIAC and the
language of the arbitration shall be English.

27.3
Any disputes relating to
this Agreement shall be subject to arbitration.

 

28.   INTERPRETATION

28.1   In this Agreement, a reference to a
statute or statutory provision includes references to:

(a)  that statute or statutory provision as modified,
consolidated and/or re-enacted from time to time;

(b)  any subordinate legislation made under that statute or
statutory provision.

28.2
The clause headings do not
affect the interpretation of this Agreement.

28.3   In this Agreement, general words shall not be
given a restrictive interpretation by reason of being preceded or followed by
words indicating a particular class of acts, matters or things.

 

29.   CONTRACTUAL NOTICES &
REPRESENTATIVES

29.1     Parties will notify each other in writing or
by email if there are any changes to their respective representatives as stated
below.

Schedule 3: ACCEPTABLE USE
POLICY

1. Introduction

1.
This acceptable use
policy sets out the rules governing:

 

(a)
The use of FlexBank including
white label eWallets, mobile apps, digitalised money transfer software, APIs
and back office platform; any successor thereof;

(b)The
use of the FLEXM Services including QR code based payments, online
shopping using payment cards, domestic money transfers/ P2P, mobile airtime
load, rewards, multiple top-up channels and other partner products,
and other
products added as and when by the Provider;

(c) The transmission, storage and processing of content or
data, apps or other services developed by the Partner, or by any
person/entity on their behalf, pertaining to the use of the FlexBank/
Services;

 

2.
General
Usage Rules

 

2.1   The Partner must not use the FlexBank/
Services
in any way that causes, or may cause, damage or impairment of
their availability or accessibility.

2.2
The Partner must
not use the FlexBank/ Services:

(a)  In any way that is unlawful, illegal, fraudulent or
harmful; or

(b)  In connection with any unlawful, illegal, fraudulent
or harmful purpose or activity;

 

3.
Unlawful
Content

 

3.1
The Partner content
must not be illegal or unlawful, must not infringe any person’s legal rights,
and must not be capable of giving rise to legal action against any person (in
each case in any jurisdiction and under any applicable law).

3.2   Content, and the use of Content by the Provider in
any manner licensed or otherwise authorised by the Partner, must not:

(a)  Infringe any copyright, moral right, database right,
trade mark right, design right, right in passing off, or other intellectual
property right;

(b)  Infringe any right of confidence, right of privacy or
right under applicable data protection legislation;

(c)   Constitute negligent advice or contain any negligent
statement;

(d)  Constitute an incitement to commit a crime,
instructions for the commission of a crime or the promotion of criminal
activity;

(e)  Be in contempt of any court, or in breach of any court
order;

(f)    Constitute a breach of racial or religious
hatred or discrimination legislation;

(g)  Be blasphemous;

(h)  Constitute a breach of official secrets legislation;
or

(i)    Constitute a breach of any contractual
obligation owed to any person

3.3   The Partner must ensure that content is
not and has never been the subject of any threatened or actual legal
proceedings or other similar complaint.

 

4.
Graphic/
Inappropriate Material

 

4.1
Content must be appropriate for all persons who have access to or are likely to
access the content in question. Content must not be violent, pornographic or
sexually explicit, obscene or indecent in nature.

 

5.
Factual
Accuracy

 

5.1
Content must not be
untrue, false, in accurate, misleading, libellous, or maliciously false.

5.2   Statements of fact contained in Content and relating
to persons (legal or natural) must be true; and statements of opinion contained
in Content and relating to persons (legal or natural) must be reasonable, must
be honestly held and must indicate the basis of the opinion.

 

6.
Negligent
Advice

 

6.1   Unless specifically allowable in Territory, content
must not consist of or contain any legal, financial, investment, taxation,
accountancy, medical or other professional advice.

6.2   Content must not consist of or contain any advice,
instructions or other information that may be acted upon and could, if acted
upon, cause death, illness or personal injury, damage to property, or any other
loss or damage.

 

7.
Etiquette

 

7.1   Content must be appropriate, civil and tasteful, and
accord with generally accepted standards of etiquette and behaviour on the
Internet.

7.2   Content must not be offensive, deceptive, threatening,
abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3   The Partner must ensure that content does not
duplicate other content available through the Services unless you have
permission to do so.

 

8.
Marketing
and Spam

 

8.1   The Partner must not without the Provider’s
written permission use the FlexBank/ Services for any purpose
relating to the marketing, advertising, promotion, sale or supply of any
product, service or commercial offering or which are not in accordance with
this Agreement.

8.2
Content must not
constitute or contain spam, and the Partner must not use the FlexBank/
Services
to store or transmit spam- which for these purposes shall include
all unlawful marketing communications and unsolicited commercial
communications.

8.3   The Partner must not use the FlexBank/
Services
to promote or operate any chain letters, Ponzi schemes, pyramid
schemes, matrix programmes, or similar schemes.

 

9.
Gambling

 

9.1 The Partner
must not use the Services for any purpose relating to gambling, gaming,
betting, lotteries, sweepstakes, prize competitions or any gambling-related
activity unless explicitly authorised to do so in the Territory and agreed in
writing.

 

10.   Monitoring

 

10.1The Partner must acknowledge that they may
be actively monitored for the content and the use of the FlexBank/ Services for
purposes of meeting the obligations under the Agreement.

 

11.   Data Mining

 

11.1The Partner
must not conduct any systematic or automated data scraping, data mining,
data extraction or data harvesting, or other systematic or automated data
collection activity, by means of or in relation to the FlexBank/ Services.

 

12.   Hyperlinks

 

12.1The Partner must not link to any material
using or by means of the FlexBank/ Services FaaS that would breach the
provisions of this policy and the Agreement.

 

13.   Harmful Software

 

13.1The
content must neither contain, nor promote or distribute any viruses, malware,
spyware, adware or other harmful or malicious software, programmes, routines,
applications or technologies that may have a material negative effect upon the
performance of a computer or introduce material security risks to a
computer/device

SCHEDULE 4: MAINTENANCE SLA

 

1.
Introduction

1.1
This schedule 4 sets out
the service levels agreement for the Maintenance Services.

 

2.
Scheduled
Maintenance Services

2.1   The Provider shall where practicable give to
the Partner at least five (5) Business Days prior communication
of scheduled Maintenance Services that are likely to affect the
availability of the Specified Services or are likely to have a material
performance impact upon the Specified Services, without prejudice to the
Provider’s other notice obligations under this schedule 4.

2.2   The Provider shall provide all scheduled Maintenance
Services
outside Business Hours where practical

 

3.
Updates

3.1   The Provider shall give to the Partner written
notice of the application of any security Update to the Specified
Services
and at least five (5) Business Days prior written notice of
the application of any non-security Update.

3.2
The Provider shall
apply Updates as follows:

(a)
Third party security Updates
shall be applied promptly following release by the relevant third party,
providing that the Provider may acting reasonably decide not to apply
any particular third-party security Update;

(b)
The Provider’s security
Updates shall be applied promptly following the identification of the
relevant security risk and the completion of the testing of the relevant Update;

(c)   Other Updates shall be applied in accordance
with any timetable notified by the

Provider to the Partner or agreed by the parties
from time to time.

 

4.
Upgrades

4.1
The Provider may
produce Upgrades in the form of various releases during the Term.

4.2
The Provider shall
give to the Partner at least five (5) Business Days prior notice
of the application of an Upgrade to the Specified Services.

4.3
The Provider shall
apply each Upgrade within any period notified by the Provider to
the

Partner or as agreed by the parties.

(a)
Maintenance Releases: The Provider may provide periodic
maintenance releases. Maintenance releases are generally available release of
software that only provides error corrections. Such a release shall be denoted
by a change in the digit to the right of the second decimal point – for
example, 3.0.0 to 3.0.1.

(b)
Minor Releases:
Provider
may provide periodic
minor releases. A minor release is a generally available release of the
software that provides enhancements designated minor by the Provider, as
well as bug fixes (error corrections). Such a release shall be denoted by a
change in the digit to the right of the first decimal point – for example, 3.0
to 3.1.

(c)
Major Releases: Provider may provide periodic major releases.
Major releases are generally available releases of the software that provides
enhancements designated major by Provider, as well as minor new
enhancements and error corrections. Such a release is denoted by a change in the digit to the left of the first
decimal point – for example, 3.0 to 4.0

Last updated: November, 2021