Merchant T&C for FlexM Singapore


FlexM Merchant Terms of Service

‍The Terms of Service stated herein (collectively, the “Terms of Service” or this “Agreement”) constitute a legal agreement between you (the “Merchant”) and FLEXM PTE. LTD. (the “provider”). By using FlexM services, You/ hereby agree to be bound by the following agreement and the stated terms and conditions set out by FlexM Pte. Ltd. This AGREEMENT is made and executed between FlexM Pte. Ltd., a company incorporated in Singapore with registration number 201207298R and having its registered office at 105 Cecil Street, #13-00, The Octagon, Singapore 069534, and You the “Merchant” with details as provided in the Merchant Application form and document checklist, hereinafter referred to as “Application” and which forms an integral part of this “Agreement” and with each a “party”, and together the “parties”.
 
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I. ASSIGNMENT
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‍The Provider owns and operates a proprietary FaaS (Fintech-as-a-Service) platform and is a partner of Monetary authority of Singapore for SGQR (Singapore Quick Response Code). The Provider offers ePayments-as-a-Solution that enables businesses to accept cashless payments / ePayments, in-store, online, and on mobile applications. The Provider also offers User App and Merchant App. The User App is available exclusively to the Provider’s registered users and the registered users of its clients, hereinafter collectively referred to as the User. The Merchant App is a merchant platform delivered through Web and / or Mobile to track and support ePayments received from the User.


II. ROLES
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Subject to the duration and clauses stated within this Agreement, the parties agree to the following role arrangements:

● Provider shall provide ePayment acceptance services, hereinafter referred as.    ‘ePayment Services’ to the Merchant as defined in Schedule 1 of this Agreement.
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● The Provider shall provide a Merchant platform to the Merchant for payment verification,    settlement and reconciliation purposes, hereinafter referred to as Merchant App.
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● The Merchant shall facilitate the User in conducting the payments at Merchant locations    as specified in Schedule 1 of this Agreement.
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III. MERCHANT RESPONSIBILITIES

The Merchant hereby agrees to:

i.     Offer to its customers, the Provider’s ePayment Services as an option. Prominently        display, at its point of sales terminals, website, mobile apps the designated payment.        Signage, steps, Terms & Conditions and information as provided by the Provider.

ii.    Integrate with Provider’s APIs, where required, and provide access for the Provider to        test before the ePayment Services are made live.

iii.   Assist the User in making payments, answering queries and redirecting to the       Provider’s Customer Service where required.

iv.  Guarantee that its offered products/services meet all relevant regulatory requirements       and that it has the necessary licenses to carry out its business operations, and its       business is compliant with all applicable laws. In doing so it further guarantees that its       products/services are not in the list of prohibited or restricted items under any and all       applicable laws and regulations; lists of which are periodically published by regulatory       authorities.
     
v.   Agrees to provide any data, reports and documentation as requested by the Provider.

vi.  Consents to the Provider and/or its affiliates making reference to, using and       reproducing the Merchant’s name, logo, acronyms and other insignia in any material or       medium for the advertisement, publicity and promotion.

vii.  Agrees not sell, assign, license, transfer or permit the use of the Provider’s ePayment         Services to any third party.

viii. Agrees to abide by the payment & settlement arrangements as described in Schedule       2 of the Agreement.

ix.   Declares that the information and documentation provided in the Application is true,        complete and current.

x.    Agrees to promptly inform the Provider, of any change in its constitution/ shareholding        or material change in business operations or any other particulars submitted to the        Provider at the time of this Agreement.

xi.    Agrees not cause any breach of any of the terms and conditions of this Agreement. In         case of any breach, the Provider has the right to suspend its services as contained in         this Agreement, giving a notice period to rectify the breach. In the event that the         breach is not rectified within the notice period, the Provider has the right to terminate         the Agreement.


IV. PROVIDER RESPONSIBILITIES

i.   The Provider shall hereby:

ii.  Provide, upgrade and maintain the ePayment Services and Merchant App.

iii. Provide integration support to the Merchant.Provide training and support in use of the      ePayment services and Merchant App.

iv. Settle with the Merchant as per the payment & settlement arrangements as described      in schedule 2 of this Agreement.


V. PAYMENT AND SETTLEMENT

i.     All transactions shall be made in Singapore Dollars (SGD)
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ii.    Merchant shall pay fees and charges as per the terms defined in Schedule 1 of this        Agreement.
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iii.    Provider shall settle funds with the merchant as per the terms defined in Schedule 1        of this Agreement.
   
iv.   The Merchant shall allow the Provider to first make deductions from the amounts paid        by the User as payment of Provider’s transaction and settlement fees, before        advancing the balance sums to the Merchant.
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v.    The Provider may revise its applicable fees from time to time and will notify the        Merchant in writing of the effective date when the new fees become payable. The        Merchant will confirm its acceptance or non-acceptance in writing. In the event the        Merchant does not respond; the Merchant shall be deemed to have accepted the new        fees or charges and shall be bound to pay the new fees or charges from the effective        date. If the Merchant notifies in writing its non-acceptance, then this Agreement shall        be deemed terminated on the effective date.
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vi.   The fees payable by the Merchant under this Agreement 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 for the        Merchant’s account.
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vii.   All fees and charges paid by the Merchant under this Agreement shall not be         refundable in the event of termination of this Agreement howsoever it may be         caused.
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viii.  The Merchant shall maintain at all times during the term of this Agreement, a local        bank account in SGD currency, which shall be designated for purposes of clearing an        settling transactions pertaining to the Provider. Any changes to the stated account        will be immediately notified to the Provider.
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ix.   The Merchant agrees that the Provider may, if and whenever instructed to do so by       the Merchant’s bank or service Provider, limit or refuse transactions from or to the       Merchant’s said account without impunity.
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x.   In case of a difference in reconciliation amounts and/or date between the Merchant’s       records and the Provider’s records, the Provider’s records will be deemed as final and       overriding.


VI. EFFECTIVE PERIOD

i.    This Agreement is enforced for a period of 2 years commencing from the date of             signing of this Agreement.

ii.   Minimum term of the Agreement will be 12 months from the signing date.
      
iii.   At the end of the 2-year term, this Agreement will be automatically renewed, unless       otherwise given in writing, by either party with 2 months’ notice.


VII. DISPUTES

i.     The Provider shall not be involved in any dispute/ claim arising between the User and        the Merchant, unless the said dispute or claim relates specifically to use of Provider’s        ePayment Services, in which case the same shall be subject to the relevant terms        and conditions governing the use of the ePayment Services and whether the dispute        or claim was notified to the Provider within 14 days of occurrence.
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ii.    The Merchant may provide refund to the User using the Merchant App, and the        settlement amount with the Merchant will be net off such refunds, excluding        corresponding fees and charges if any.
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iii.   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        the Merchant and the Provider shall be used as the sole basis of settlement

iv.   The Merchant agrees that where multiple or excess payments have been affected by        the User in respect of any transaction, the Merchant shall refund or reimburse such        User for such excess payments made and the Provider shall be indemnified against        any claim related to such excess payments.

VIII. TERMINATION

i.   This Agreement may be terminated without notice, if mutually agreed by both partiesii

ii.  Either party may terminate this Agreement by giving to the other party of not less than      2 months written notice of termination after the end of the minimum term

iii. 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:
          ● Is dissolved
          ● Ceases to conduct all (or substantially all) of its business
          ● Is or becomes unable to pay its debts as they fall dueIs or becomes insolvent or              is declared insolvent
          ● An administrator, administrative receiver, liquidator, receiver, trustee, manager or              similar is appointed over any of the assets of the other party

iv. The Provider may terminate this Agreement with immediate effect upon discovery of      breach or violations of its interests and/or that of its User by the Merchant

v.  Either party may terminate this Agreement or amend its contractual obligations upon 1      month’s 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 Merchant App


IX. CONFIDENTIALITY

The Merchant acknowledges and agrees:

i.    The identity of any source and all information shared with the Merchant by the User       and/or Provider shall not be disclosed to any third party without the express written       consent of either party.

ii.   To always be responsible to ensure that the personal data, passwords, keys, etc. are       kept confidential and are not disclosed to unauthorized persons; and to take all the       necessary precautions to prevent unauthorized access, copying, misuse, damage,       harm or disruption to the Merchant App or any part thereof.
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iii.  To immediately notify the Provider if it comes to know of or suspects any such breach       of security and shall remain liable at all times for all use or misuse of any personal       data, password, keys or other proprietary information and shall assist the Provider in       any necessary investigation for any such misuse.

iv.  To not contact the Provider’s employees for direct employment purpose.


X. RESERVED RIGHTS

i.    The Merchant acknowledges and agrees that the Merchant App shall remain the sole       and exclusive property of the Provider. The Merchant shall not seek any copyright,       patent or any other protection on the Merchant App
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ii.   Nothing contained in this Agreement shall be construed as granting to or conferring on       the Merchant or its affiliates any express or implied right or license or intellectual       property of the Merchant App.


XI. FORCE MAJEURE

i.   Neither party shall be responsible to the other party for any delay in performance or      non-performance due to causes beyond the control of such party (including, but not      limited to acts of God, acts of the public enemy, governmental or other regulatory      authority mandates or laws, national emergency, accident, equipment/ computer or      software malfunction, electrical power failure, faults, interruption or disruption to either      Party’s or a third party’s equipment or network, acts of civil or military authority,      outbreaks, epidemics, and pandemics, issuance of quarantine or other prohibition or      restrictive orders by any agency or authority, war and riots, embargoes, and major      currency devaluation).

ii.   Neither party shall be deemed to be in breach of this Agreement, or otherwise be       liable to the other, by reason of any delay in performance, or non-performance, of any       of its obligations hereunder to the extent that such delay or non-performance is due to       any force majeure of which it has notified the other party; and for performance of that       obligation shall be extended accordingly.

iii.   If the force majeure prevails for a continuous period in excess of six months, the               parties shall discuss alternative arrangements as may be fair and reasonable.


XII. ASSIGNMENT

i.     This Agreement 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.

ii.    The Merchant shall have no right to assign or transfer the Merchant’s rights and        obligations in this Agreement and shall remain fully liable for all of the Merchant’s        respective duties, liabilities and obligations hereunder

iii.   The Provider shall be entitled to assign its rights and benefits and transfer its        obligations under this Agreement at any time by giving the Merchant written notice        thereof in which event the said assignment and transfer shall take effect.


XIII. PARTNERSHIP

i.     The parties hereto shall not by virtue of this Agreement 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        responsibleonly for its obligations under this Agreement and neither party shall be        authorised to represent or bind the other to third parties


XIV. GOVERNING LAW

i.     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

ii.    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. The arbitration panel shall include three arbitrators to be appointed in       accordance with the Arbitration Rules of SIAC. The arbitration shall take place in       Singapore and the language of the arbitration shall be English

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


XV. WARRANTIES
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Each party warrants that:

i.    The party has the legal right and authority to enter into this Agreement and to perform       its obligations under this Agreement

ii.   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

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


XVI. INDEMNIFICATION

i.    Each party shall reimburse, indemnify and hold the other harmless from all losses,       claims, demands, actions, suits, proceedings or judgment, including costs, expenses       and reasonable attorney's fees assessed arising in whole or in part, from actions or       omissions, whether done negligently or otherwise, including but not limited to, breach       of the terms and conditions of this Agreement, or from violation of any laws, rules,       regulations or ordinances. The indemnification obligations set forth hereinabove shall       survive the termination of this Agreement
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ii.    Notwithstanding anything in this Agreement to the contrary each party's monetary        liability to the other party under this Agreement shall be limited to the amount of        actual damages suffered by the other party; and with the sole exception of a claim        based upon wrongful termination of this Agreement, neither party shall be liable to        the other for any additional damages of the other party, including consequential,        special, indirect, exemplary, incidental, punitive or any other damages


XVI. SEVERABILITY

i.    If any provision herein is deemed by any court 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 the Provider, be severed from this Agreement and       rendered ineffective so far as is possible without affecting the legality, validity and       enforceability of the remaining provisions of this Agreement


XVIII. ENTIRE AGREEMENT

i.   This Agreement including the Application constitutes the sole and only Agreement      between the parties and supersedes any prior understandings, written or oral      agreements between the parties regarding the subject matter. This Agreement shall be      binding in entirety, on and endure to the benefit of the parties to it, and their      respective heirs, executors, administrators, legal representatives, successors and      assigns

ii.   Except as provided in this Agreement, no modification, renewal, extension or waiver of       any of the provisions of this Agreement shall be binding upon either party unless made       in writing and signed by both parties.