Terms of Service

1. Welcome to ipaymy

These Terms lay down the policies and procedures which govern your use of our Services.

We may change these Terms at any time by notifying you of the change by email or by posting a
notice on the Site. Unless stated otherwise, any change takes effect from the date set out in the
notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to
access and use the Services from the date on which the Terms are changed, you agree to be
bound by the changed Terms.

These Terms were last updated on February 28 2022.

2. Purpose

This Agreement applies to your use of the Site and the Services. This is a legal and enforceable
contract between you and the ipaymy entity that you are contracting with under this Agreement,
as set out in clause 26G.

THIS IS AN IMPORTANT DOCUMENT, AND WE URGE YOU TO READ THIS AGREEMENT

CAREFULLY WHEN CHOOSING WHETHER TO SIGN UP FOR A USER ACCOUNT OR USE
THE SERVICES. PLEASE READ THIS AGREEMENT PRIOR TO USING OUR SITE OR SER-
VICES. BY BROWSING OUR SITE, REGISTERING FOR A USER ACCOUNT, OR ACCESS-
ING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDER-
STOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL
GUIDELINES REFERENCED IN THIS AGREEMENT (INCLUDING OUR PRIVACY POLICY
https://ipaymy.com/privacy-policy/ WHICH GOVERNS OUR COLLECTION AND USE OF PER-
SONAL INFORMATION). IF AT ANY TIME YOU DO NOT AGREE TO THIS AGREEMENT, YOU
ARE NOT AUTHORISED TO ACCESS AND USE OUR SERVICES AND YOU MUST IMMEDI-
ATELY STOP DOING SO, CLOSE YOUR USER ACCOUNT AND FOLLOW THE APPROPRI-
ATE INSTRUCTIONS IN THIS AGREEMENT.

The information on the Site is intended to be general in nature and is not personal financial prod-
uct advice. It does not take into account your objectives, financial situation or needs. Before act-
ing on any information, you should consider the appropriateness of the information provided and
the nature of the relevant financial product having regard to your objectives, financial situation
and needs.

3. Definitions

When used in this Agreement, each of the following words and phrases has the meanings set out
below:

(a) “Agreement” means these Terms and any Supplementary Agreement;

(b) “Business Days” means Monday to Friday excluding public holidays in Singapore, Malaysia,
Hong Kong and Australia;

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(c) “Card” means a credit/debit card from a payment network listed on the Site (which may in-
clude Visa, MasterCard, American Express or UnionPay), as amended from time to time, used or
to be used by the Payer in relation to the Services;

(d) “Card Charging Date" is the date on which the Payer’s Card is charged to initiate the making
of a Payment;

(e) “Confidential Information” means any information that is not public knowledge and that is ob-
tained from the other party in the course of, or in connection with, the provision and use of the
Services. Our Confidential Information includes Intellectual Property owned by us (or our licen-
sors), including the ipaymy Software. Your Confidential Information includes the Data;

(f) “Data” means all data, content, and information (including personal information) owned, held,
used or created by you or on your behalf that is stored using, or inputted into, the Services;

(g) “Fee” means the non-refundable flat percentage or nominal fee charged by us to you for use
of our Services and will include any other promotional fee that you may be charged from time to
time for your use of our Services;

(h) “Guest” means a user of our Fetch service which allows Payers to make Payments through
the Site in payment of an invoice issued by a Merchant without needing to create a User Ac-
count;

(i) “including” and similar words do not imply any limit;

(j) “Intellectual Property Rights” includes copyright and all rights existing anywhere in the world
conferred under statute, common law or equity relating to inventions (including patents), regis-
tered and unregistered trade marks and designs, circuit layouts, data and databases, confidential
information, know-how, and all other rights resulting from intellectual activity. “Intellectual Prop-
erty” has a consistent meaning, and includes any enhancement, modification or derivative work
of the Intellectual Property;

(k) “ipaymy Software” means the software owned by us (and our licensors) that is used to pro-
vide the Services;

(l) “Merchant” means a business authorized by the Payer as the recipient of a Payment Amount
(for example, a landlord, employee or supplier);

(m) “Objectionable” includes being abusive, obscene, pornographic, defamatory, harassing,

grossly offensive, harmful, vulgar, threatening, malicious or unlawful in any way;

(n) a “party” includes that party’s permitted assigns;

(o) “Payer” means the person providing Card charging and (where applicable) onward bank ac-
count payment instructions to us to process the Payment Amount via the Services;

(p) “Payment” means the successful act of funds transfer to the Merchant;

(q) “Payment Amount” means the aggregate value of a payment nominated by the Payer (exclud-
ing the Fee), which will be transferred to the Merchant’s bank account;

(r) a “person” includes an individual, body corporate, an association of persons (whether corpo-
rate or not), a trust, a government department or any other entity;

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(s) “personal information” means information about an identifiable, living person, and includes
personal data, personally identifiable information and equivalent information under applicable pri-
vacy and data protection laws;

(t) "Scheduled Payment" is a Payment which has been created via the Services by the Payer
with a future Card Charging Date;

(u) “Services” means and includes all the products, facilities, services, features, technologies or
functionalities provided by us on our Site or through any other means;

(v) “Site” means the website located at www.ipaymy.com and all related webpages, any app or
any other media in an electronic form notified to you by us;

(w) “Supplementary Agreement” means any agreement between the parties (other than these
Terms) that references these Terms and is signed by both parties, excluding any agreement be-
tween the parties that excludes these Terms;

(x) “Terms” means these Terms, including any related addenda, schedules, policies and other
documents referenced herein as may be amended from time to time;

(y) “Underlying Systems” means the ipaymy Software, IT solutions, systems and networks (in-
cluding software and hardware) used to provide the Services, including any third party solutions,
systems and networks;

(z) “user”, “you” or "your" means you and any other person authorized by you or on whose behalf
you are acting;

(aa) “User Account” means a user’s account that is created by a person (i.e. an individual con-
sumer or business) for accessing and using the Services;

(ab) “User ID” has the meaning given to the term in clause 9; and

(ac) “we”, “us” or “our” means the entities listed in clause 26G collectively, or the ipaymy entity
that you are contracting with under this Agreement as set out in clause 26G, as the context re-
quires.

4. Services

We provide Services which enable users to pay rent, salaries and invoices to a relevant Mer-
chant which may be a landlord, employee and/or supplier via Card(s). We charge users a Fee for
the use of the Services. Users must be residents or legally registered businesses in the country
where they are using our Services. We are merely providing a service to facilitate the above
mentioned transactions between users, and we act as per your instructions in providing the Ser-
vices.

5. Your Representations and Warranties

You represent and warrant to us that, if you are an organisation, you are duly organised and
validly existing or, if you are an individual, you are of legal age and under no legal disability or in-
capacity, and (in either case) that you have full power and authority to enter into, and you have
taken all necessary steps to enable you to lawfully enter into, this Agreement and the transac-
tions contemplated under this Agreement, and to perform your obligations under this Agreement.

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You represent and warrant that:

● this Agreement constitutes a legal, valid and binding obligation of yourself;

● where your access and use of the Services is on behalf of another person (e.g. a com-
pany), you are authorised to, and do in fact, agree to this Agreement on that person’s be-
half and that, by agreeing to this Agreement on that person’s behalf, that person is bound
by this Agreement and this Agreement constitutes a legal, valid and binding obligation of
that person;
● all Payments made using the Services are lawful, valid and genuine and do not constitute
or promote any money laundering or terrorism financing;
● in agreeing to and giving effect to this Agreement, you will not infringe any provision of
any other document or agreement to which you are a party, nor any law or judgment/or-
der binding upon you;
● all information supplied to us by you is, or at the time it is supplied will be, accurate in all
material respects and you will not omit or withhold any information which would make
such information inaccurate in any material respect;
● you will provide to us on request such information regarding your financial and business
affairs and/or identity, as we may reasonably require from time to time;
● you will take all reasonable steps to obtain and provide to us all information and docu-
ments relating to any or all Payments set up by you via the Services;
● we rely on representations and warranties made by you. These representations and war-
ranties and those contained elsewhere in this Agreement are repeated in respect of each
Payment; and
● you have obtained the necessary permission from your Merchant to allow us to contact
them to collect any necessary information from them for the purposes of us providing the
Services to you (and your Merchant) and/or for validating a Payment.

6. Data

6.1 You acknowledge that:

(a) we may require access to the Data to exercise our rights and perform our obligations un-
der this Agreement; and
(b) to the extent that this is necessary but subject to clause 15, we may authorise a member
or members of our personnel to access the Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for us to access the Data as
described in clause 6.1.

6.3 You acknowledge and agree that:

(a) we may:
(i) use Data and information about your use of the Services to generate anonymised
and aggregated statistical and analytical data (“Analytical Data”); [and]
(ii) use Analytical Data for our internal research and product development purposes
and to conduct statistical analysis and identify trends and insights; [and]

(iii) supply Analytical Data to third parties;

(b) our rights under clauses 6.3aii and iii above will survive termination or expiry of this
Agreement; and
(c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4 You acknowledge and agree that to the extent Data contains personal information, in collect-
ing, holding and processing that information through the Services, we are acting as your agent
and/or as a data processor and/or as a service provider for the purposes of applicable privacy
and data protection laws. You must obtain all necessary consents from the relevant individual to

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enable us to collect, use, hold and process that information in accordance with this Agreement.

6.5 You agree that we may store Data (including any personal information) in secure servers in
various countries and may access that Data (including any personal information) in those coun-
tries and Singapore from time to time.

6.6 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual
legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim
by a third party that any Data infringes the rights of that third party (including Intellectual Property
Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7. Geographies and currencies covered

Some Services may only be supported for certain geographies or in certain currencies. Write to
us on support@ipaymy.com to know more on what Services are available in which geographies
and currencies.

8. An Independent Party

We are an independent party providing Services to you and are in no way related to your Mer-
chants, except where otherwise indicated. Accordingly, we have no responsibility and will not be
liable for any consequences/disputes resulting from your communications or agreements with
your Merchants, including any payment terms and/or the proper and timely delivery of goods or
services.

We may use third party service providers which may include other software-as-a-service compa-
nies, software providers, technical partners who are not liable to you in any manner with regard
to the Services. We do not make any warranty or representation relating to those third party ser-
vice providers. Without limiting the previous sentence, if a third party service provider ceases to
provide that service or ceases to make that service available on reasonable terms, we may
cease to make available that service to you. To avoid doubt, if we exercise our right to cease the
availability of a third party service, you are not entitled to any refund, discount or other compen-
sation.

9. User Account

Except where you are a Guest, in order to use our Services, you are required to create a User
Account and provide us any information we may require from time to time.

You agree to provide at all times complete, accurate, and up-to-date information in your dealings
with us (including with regard to your User Account), and must promptly update that information
as required so that the information remains complete, accurate and up-to-date. We reserve the
right to impose restrictions on access and usage of the Services and the volume, frequency, and
delivery timeline of Payments submitted.

You are solely responsible for any activity carried out using your User Account. Without our ex-
press written consent, neither you nor your authorized representative may register or attempt to
register for a User Account on behalf of a user we previously terminated from use of the Ser-
vices.

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You must keep your username and password or other appropriate security code ("User ID") for
your User Account secure and:

(a) not permit any other person to use your User ID, including not disclosing or providing it to
any other person; and
(b) immediately notify us if you become aware of any disclosure or unauthorised use of your
User ID, by sending an email to support@ipaymy.com.

10. Data Protection and Privacy Policy

All personal information and business-related data and documents that you provide us while ac-
cessing or using our Services is governed by our Privacy Policy, found here. To be compliant
with applicable anti-money laundering and countering financing of terrorism rules/guidelines, we
may obtain and conduct due diligence/know-your-customer (“KYC”) checks on yourself and your
Merchants. You authorize us, directly or through third parties, to make any inquiries we consider
necessary to verify your identity, your Merchants’ identity and the respective documents. This
may include asking you for further information, and verifying your information against third party
KYC databases or through public and private sources. If we cannot establish you or your Mer-
chant’s identity, we have the right to deny you use of the Services.

11. Acceptable Use

All interactions on this Site and the Services must be lawful and must comply with this Agree-
ment. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any
other user from using or enjoying any part of this Site or the Services, we may limit your privi-
leges on the Site and/or the Services and seek other remedies.

You must use the Services in accordance with this Agreement solely for your own lawful, internal
business or personal payment purposes and must not resell or make available the Services to
any third party, or otherwise commercially exploit the Services.

You must:

● not use the Services to send money to yourself or for any purpose of cash advance to
yourself or any other person;
● not use the Services for payments such as mortgages and personal loans;
● not use the Services on behalf of another party unless authorized by that party;
● not use the Services for purposes other than paying for any good or services availed;
● not use the Services other than for legitimate payment purposes;
● not submit any inaccurate information, impersonate another person, misrepresent autho-
risation to act on behalf of others or us, commit fraud or falsify information in connection
with your User Account or create multiple accounts;
● provide, if requested, confirmation of your identity or any other information you have pro-
vided to us, and cooperate with any investigations of the same by us or our third-party
delegates;
● correctly identify the sender of all electronic transmissions;
● not attempt to undermine the security or integrity of the Services or the Underlying Sys-
tems;
● not use, or misuse, the Services in any way which may impair the functionality of the Un-
derlying Systems or impair the ability of any other user to use the Services;
● not attempt to view, access or copy any material or data other than that which you are
authorised to access and to the extent necessary for you to use the Services in accor-
dance with this Agreement;
● neither use the Service in a manner, nor transmit, input or store any files, graphics, soft-
ware or other material, that breaches any third party right (including Intellectual Property

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 Rights and privacy rights), that, to a reasonable person, may be considered Objection-
able or is incorrect or misleading;
● take any action that may cause us to lose any of our services from our internet service
providers, our payment processor or other suppliers;
● unless with our agreement, access the Site and Services via standard web browsers only
and not by any other method. Other methods include scraping, deep-linking, harvesting,
data mining, use of a robot or spider, automation, or any similar data gathering, extrac-
tion or monitoring method; and
● not engage in any other activity deemed by us to be in conflict with the spirit or intent of
this Agreement.

12. Suspected unacceptable use

We may reject any payment that we believe to be unauthorized or made by someone other than
the account holder, or that we believe may violate any law, rule or regulation or this Agreement,
or if we have reasonable cause not to honour it.

If any single transaction is investigated and is determined to be fraudulent or otherwise illegal, we

may terminate the relevant user’s User Account and such transaction may be reported to the rel-
evant authorities.

We may request more information relating to your use of the Services to seek to identify any un-
acceptable use. You agree to cooperate in any investigation and to provide confirmation of your
identity and any information we may require.

If we have reason to believe that you have engaged in any unacceptable use, we may in our sole
discretion and at any time, take any or all of the following actions:

● close, suspend, or limit your access to your User Account or the Services;
● not process your payment until we are satisfied that it is towards an acceptable use, re-
turn, or reclaim funds;
● update inaccurate information you provided to us;
● refuse to provide Services to you in the future;
● contact your bank or notify other users, law enforcement, or impacted third parties of your
actions; and/or
● take legal action against you.

We will provide you with notice of any of the above actions, unless otherwise required by law. If
applicable, we may request more information regarding your use of the Services to better deter-
mine whether any unacceptable usage has occurred.

13. Closing your User Account

You may request for closing of your User Account by e-mailing us at any time at support@i-
paymy.com or in the account settings section of your User Account .

You will remain liable for all obligations related to your User Account even after your User Ac-
count is closed, including any Fees or charges already due to us. You may not close your User
Account to evade an investigation. We also reserve the right to close your User Account at any
time with or without notice to you.

Any Payments processed prior to User Account closure will be completed, and all Scheduled
Payments whose Card Charging Date has not yet passed at the time of your User Account clo-
sure will be cancelled.

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We may retain data associated to your usage of the Services in accordance with applicable regu-
latory and compliance obligations.

14. Payments

Payments can be created for immediate or future processing using the Services.

Payments may be scheduled with a future date and/or a future end date (i.e. they can be a one-
off Payment or a recurring Payment), which will be the Card Charging Date(s). The Card Charg-
ing Date(s) are attached to a Card at time of Payment creation and remain valid throughout the
period the Card is charged. The details of Scheduled Payments, including the applicable Fees
and promotions, are determined at time of Payment creation, except where noted otherwise.

Prior to its Card Charging Date, a Scheduled Payment may be turned inactive or edited by the
user. Editing a Scheduled Payment is treated as turning off the original Scheduled Payment and
creation of a new Scheduled Payment and accordingly may result in alterations not specifically
requested including recalculation of associated Fees, qualification for current promotions, or dis-
qualification of expired promotions.

C.    Payment Processing

Payments will not be processed unless the Card has been charged. If a Card is not charged, we
will be not be able to transfer the funds to your Merchant. We are not responsible for any delay
as a result of failure in charging of a Card on a Card Charging Date. After each Payment is pro-
cessed, you will be provided with a unique receipt number in relation to your Payment.

D.    Transfer of Funds to Merchant

Once the Payer’s Card is charged, the Merchant will receive the funds on or around the sched-
uled date for the Payment. However, the funds transferred to your Merchant may fail because of
a number of reasons including invalid Merchant account number, incorrect bank name, incorrect
swift code, improper documentation etc. We are not responsible or liable for any delay in trans-
ferring the funds to your Merchant. We have absolute discretion to refuse/stop the transfer of any
Payment for any reason that may or may not be notified to a user.

E.     Fees

When making a Payment using the Services, we will charge you a non-refundable Fee. The Fee
is charged on a per transaction basis. This Fee is payable in addition to the Payment Amount.

Fees for immediately processed Payments are charged in real-time upon submission. Fees for
Scheduled Payments are determined at the time of submission and will be charged on the rele-
vant Card Charging Date. If a Scheduled Payment is edited prior to its Card Charging Date, the
applicable Fee will be recalculated based on our presently defined rules at the time such Sched-
uled Payment is edited, which may result in a change in Fee.

F.    Changes in Fees

Fees may change, depending upon factors including the Card used, any applicable promotions,
and any other variables which may or may not be controlled by us. Fees are subject to change at
any time without prior notice and are calculated in real time and presented to you during review
of your Payment, prior to submission. Any promotion will have a subset of terms and conditions
and the user will be entitled to the promotion only if they adhere to all the terms and conditions
attached to a promo code.

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G. Payment Dispute and Refund of Fees

If your Payment is not processed or wrongly processed for any reason, including for the following
reasons:

1. wrong account details of Merchant entered by you;

2. wrong amount entered by you;
3. duplicate entries created by you; or
4. improper documentation provided by you,

we will not be responsible for any delays in payments or incorrect transferring of the Payment
Amount. We may choose to assist the user out of goodwill in contacting the party that received
the payment to request a refund to be issued to the user. However, we will not be liable to reim-
burse any Payment Amount or to reverse any transaction that has been made as a result of the
user’s error or negligence. If we have processed your payment according to your instructions,
the Payment will be considered correctly completed even if you made an error.

Upon completion of Payment, the user accepts and agrees that no refunds, cancellations or
charge backs are permitted through the Services. Additionally, the user accepts and agrees not
to request a refund, cancellation or charge back of the Fees from his/her Card issuing bank, bank
or any other person or us.

In the case that Payment should be refunded, cancelled or charged back by the user’s Card issu-
ing bank or any other person, the user is not entitled to the return/refund of any associated Fees,
irrespective of the reason for such refund, cancellation or charge back. The user is also responsi-
ble for the payment of any associated payment dispute and refund fees.

We will provide operational support for users in respect of refunds and cancellations (where ap-
plicable) relating to transactions.

H.    Card Delays and Non-Completion

Furthermore, completion of a Card payment is contingent on both the authorization of the Card
Payment and acceptance of the Card. In the event that a Card Payment is unable to be com-
pleted, you will receive an error message via the Services and/or an email that the Card Payment
was unsuccessful. In the case of such delay or non-completion, your liability to the Merchant may
be subject to penalties, late fees and interest charges assessed by such Merchant, all of which
remain your responsibility (and not us). If a Payment is not completed, you are not entitled to a
refund of any Fees charged by us, irrespective of the reason for non-completion.

I.    Payment Limits

We may, at our sole discretion, impose limits on the Payment Amount you can send through our
Services.

15. Confidentiality

15.1 Each party must, unless it has the prior written consent of the other party:

(a) keep confidential at all times the Confidential Information of the other party;
(b) effect and maintain adequate security measures to safeguard the other party’s Confiden-
tial Information from unauthorised access or use; and

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 (c) disclose the other party’s Confidential Information to its personnel or professional advi-
sors on a need to know basis only and, in that case, ensure that any personnel or profes-
sional advisor to whom it discloses the other party’s Confidential Information is aware of,
and complies with, clauses 15.1(a) and 15.1(b).

15.2 The obligation of confidentiality in this clause does not apply to any disclosure or use of
Confidential Information:

(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under
this Agreement;
(b) required by law (including under the rules of any stock exchange);
(c) which is publicly available through no fault of the recipient of the Confidential Information
or its personnel;
(d) which was rightfully received by a party from a third party without restriction and without
breach of any obligation of confidentiality; or
(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in
whole or in part) to a third party, provided that we enter into a confidentiality agreement
with the third party on terms no less restrictive than this clause 15.

16. Taxes

It is your responsibility to determine what, if any, taxes apply to the Payments you make, and it is
your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We
are not responsible for determining whether taxes apply to your Payment transaction, or for col-
lecting, reporting or remitting any taxes arising from any Payment transaction.

17. Availability of the Site and Services

You acknowledge that there may be interruptions in the Site and/or Services or events that are
beyond our control. While we use reasonable efforts to keep the Site and Services accessible,
the Site and/or Services may be unavailable from time to time for any reason, including routine
maintenance. You understand and acknowledge that due to circumstances both within and out-
side of our control, Site and/or Service access may be interrupted, suspended or terminated. We
retain the right at our sole discretion to deny the Services, or access to the Site to anyone or any
User Account, at any time and for any reason.

18. Ownership of the Site and Services

Your access to the Services is subject to a licence from us to use the same and nothing herein
will be construed as a sale of any part the Site or Services or the rights or title to you. The con-
tent and information on the Site and the Services, as well as the infrastructure used to provide
both, and all materials therein or transferred thereby and all Intellectual Property Rights related
thereto, are our (and our licensors’ and other partners’) exclusive property. Except as explicitly
provided in this Agreement, nothing in this Agreement will be deemed to create a licence in or
under any such Intellectual Property Rights and you must not modify, adapt, edit, copy, distrib-
ute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer,
or sell or resell any information, software, products or services obtained from or through the Site
or the Services.

19. Limitation of Liability

19.1 YOU AGREE THAT WE ARE MERELY PROVIDING THE SERVICES AND THEREFORE,
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU FURTHER ACKNOWLEDGE AND
AGREE THAT WE ARE NOT RESPONSIBLE FOR: (A) ANY BREACHES, FRAUD, DISHON-

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ESTY, MISFEASANCE OR FAILURE TO DISCHARGE ANY DUTY OF CARE OR OBLIGA-
TIONS ON THE PART OF ANY THIRD PARTIES CONTRACTING WITH YOU ON THE SITE
OR VIA THE SERVICES; OR (B) ANY CLAIMS FOR INJURIES, ILLNESSES, DAMAGES, LIA-
BILITIES AND COSTS (“LIABILITIES”) THAT YOU MAY SUFFER, DIRECTLY OR INDI-
RECTLY, IN FULL OR IN PART AS A RESULT OF THE ACTS OR OMISSIONS OF SUCH
USERS OR THIRD PARTIES OR ANYTHING IN RELATION TO ANY CONTRACT OR TRANS-
ACTIONS YOU MAY ENTER INTO WITH SUCH USERS OR THIRD PARTIES, WHETHER RE-
LATED TO THE USE OF THE SERVICE AND/OR THE SITE.

19.2 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO AND HEREBY
WAIVE AND RELEASE US, OUR SUBSIDIARIES, LICENSORS, AFFILIATES PARTNERS,
MANAGERS, AND OTHER AFFILIATED COMPANIES, AND OUR AND THEIR OFFICERS, DI-
RECTORS, STAFF MEMBERS, STOCKHOLDERS, CONTRACTORS AND AGENTS FROM
ANY LIABILITIES ARISING FROM OR RELATED TO (I) ANY BREACHES, MISFEASANCE OR
FAILURE TO DISCHARGE ANY DUTY OF CARE OR OBLIGATIONS ON THE PART OF ANY
USERS OR THIRD PARTIES CONTRACTING WITH YOU ON THE SITE OR VIA THE SER-
VICES AND/OR (II) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, ANY LOST
PROFITS OR LOST DATA, OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR
ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT,
BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR AGGRE-
GATE LIABILITY EXCEED 500 SINGAPORE DOLLARS.

19.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIA-

BILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSO-
EVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAU-
THORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PER-
SONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES
BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY
LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES;
AND/OR (VII) DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY
THIRD PARTY. WHILE RECEIVING AND PROCESSING PAYMENTS WE MERELY ACT ON
THE INSTRUCTIONS OF OUR USERS AND WE WILL NOT BE LIABLE FOR ANYTHING EI-
THER BEFORE PROCESSING OF THE PAYMENT OR AFTER WE HAVE PROCESSED THE
PAYMENT.

THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PER-
MITTED BY LAW IN THE APPLICABLE JURISDICTION.

20. Links to Third Party Sites

The Site may contain links to third party websites that are not owned, operated, or controlled by
us. We cannot and do not assume responsibility for the content, privacy policies, or practices of
such websites or the companies that own or operate them. We cannot and will not censor or edit
the content of any third-party site. You expressly relieve us from any and all liability arising from
your use of any third-party website.

21. Intellectual Property

(a) Subject to clause 21.A(b), title to, and all Intellectual Property Rights in, the Site, the Services
and all Underlying Systems is and remains our property (and our licensor’s property). You must

SSLI-1727603986-199\3.0
not contest or dispute that ownership, or the validity of those Intellectual Property Rights. Any
copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the Site
(or microsites) or the Services without our express written permission is prohibited. Any violation
of this requirement may result in a copyright, trademark or other intellectual property right in-
fringement that may subject you to civil and/or criminal penalties.

(b) Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your
property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence
to use, store, copy, modify, make available and communicate the Data for any purpose in con-
nection with the exercise of our rights and performance of our obligations in accordance with this
Agreement.

(c) To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and per-
petual licence to use for our own business purposes any know-how, techniques, ideas, method-
ologies, and similar Intellectual Property used by us in the provision of the Services.

(d) If you provide us with ideas, comments or suggestions relating to the Services or Underlying
Systems (together “feedback”):

● all Intellectual Property Rights in that feedback, and anything created as a result of that
feedback (including new material, enhancements, modifications or derivative works), are
owned solely by us; and
● we may use or disclose the feedback for any purpose.

22. Disclaimer of Warranty

Without prejudice to the foregoing, you expressly agree that use of this Site and the Services is
at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE
AND THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EX-
PRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Without limiting the foregoing,
neither us, our subsidiaries, agents, licensors, managers, and other affiliated companies, or any
of our and their officers, directors, staff members, contractors or agents, warrant that use of the
Site or the Services will be uninterrupted or error free; nor do they make any warranty as to: (a)
the results that may be obtained from use of the Site or the Services; or (b) the accuracy, reliabil-
ity or content of any information or service provided through the Site and the Services. The Site
and Services are made accessible on an “as is” and “as available” basis.

The Site and the Services are controlled and offered by us from our offices in Singapore. We
make no representations that the Site and the Application are appropriate or available for use in
other locations. Those who access or use the Site and the application from other jurisdictions will
have to satisfy themselves and ensure that they comply with local law or regulations.

23. Indemnity

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold
harmless us and our subsidiaries, agents, licensors, managers, and other affiliated companies,
and our and their staff members, contractors, agents, officers and directors, from and against any
and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including at-
torney’s fees) arising out of or related to: (i) your use of and access to the Service, including any
Data or content transmitted or received by you; (ii) your violation of any provision of this Agree-
ment, including your breach of any of the representations and warranties set out in this Agree-
ment; (iii) your violation of any third party rights, including any right of privacy or Intellectual Prop-
erty Rights; (iv) your violation of any applicable law, rule or regulation; (v) your transmission, in-
put or storage of any Data that breaches or may breach this Agreement or any third party rights
(including Intellectual Property Rights and privacy rights), or that may be Objectionable, mislead-

SSLI-1727603986-199\3.0
ing, false or inaccurate; (vi) negligent or willful misconduct; or (vii) any other party’s access and
use of the Service with your User ID or (viii) the acts, omissions and default of your agents or
representatives in relation to the Site and Services.

24. Termination

We may terminate immediately without notice to you this Agreement at any time, or suspend ac-
cess to the Site and/or the Services, without prior notice or liability:

(a) if you breach any term of this Agreement;

(b) if you undermine, or attempt to undermine, the security or integrity of the Site, Services or
any Underlying Systems;
(c) if you use, or attempt to use, the Services for improper purposes or in any way which
may impair the functionality of the Underlying Systems or impair the ability of any other
user to use the Services;
(d) if you transmit, input or store any Data that breaches or may breach this Agreement or
any third party right (including Intellectual Property Rights and privacy rights), or that may
be Objectionable, misleading, false or inaccurate; and/or
(e) for any other reason.

Without limiting the foregoing, we will have the right to immediately terminate or suspend your
User Account or to the maximum extent permitted by law, delete, restrict or disable access to
your Data in the event we consider, in our sole discretion, any of your conduct to be unaccept-
able, or in the event you breach this Agreement.

Termination of this Agreement does not affect either party’s rights and obligations that accrued
before that termination.

No compensation is payable by us to you as a result of termination of this Agreement for what-

ever reason, and you will not be entitled to a refund of any Fees that you have already paid.

Except to the extent that a party has ongoing rights to use Confidential Information, at the other
party’s request following termination of this Agreement, a party must promptly return to the other
party or destroy all Confidential Information of the other party that is in the first party’s possession
or control.

25. Additional Disclosures

No waiver by either you or us of any breach or default or failure to exercise any right allowed un-
der this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or
forfeiture of any similar or future rights under our Agreement. The section headings used herein
are for convenience only and will be of no legal force or effect. If any provision of our Agreement
is held invalid by a court or arbitrator of competent jurisdiction, such invalidity will not affect the
enforceability of any other provisions contained in this Agreement, and the remaining portions of
our Agreement will continue in full force and effect.

The provisions of this Agreement apply equally to and are for the benefit of us, our subsidiaries,
affiliates, and our third-party content providers and licensors, and each will have the right to as-
sert and enforce such provisions directly or on its own behalf.

SSLI-1727603986-199\3.0
26. Miscellaneous

A.    Entire Agreement

This Agreement constitutes the entire agreement between you and us and supersedes and extin-
guishes all previous drafts, agreements, arrangements and understandings between you and us,
whether written or oral, relating to our Services. If there is any conflict between these Terms and
a Supplementary Agreement, the Supplementary Agreement prevails.

B.    Reservation of Rights

The failure of either party to exercise in any respect any right provided in this Agreement will not
be deemed a waiver of such rights.

C.    Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise re-
main in full force and effect and enforceable.

D.    Assignability

This Agreement, and any rights and licences granted hereunder, are not assignable, transferable
or sub-licensable by you except with our prior written consent, but may be assigned by us without
restriction. Any attempted transfer or assignment is violation hereof and will be null and void.

E.    Merger

Both parties agree that this Agreement and any other legal notices published by us on the Site or
the Services, are the complete and exclusive statements of the mutual understanding of the par-
ties and supersede and cancel all previous written and oral agreements, communications and
other understandings relating to the subject matter hereof, and that all modifications must be in a
writing signed by us, except as otherwise provided herein.

F.    Independent Contractors

No agency, partnership, joint venture, or employment is created as a result of this Agreement

and you do not have any authority of any kind to bind us in any respect whatsoever.

G.    Contracting Entity and Governing Law

The ipaymy entity that you are contracting with under this Agreement is stated below. This
Agreement will be construed in accordance with and governed by the law set out below, and the
courts stated below will have jurisdiction in respect of disputes arising out of or related to the use
of the Services, the Site or this Agreement. The United Nations Convention on International
Sales of Goods does not apply to this Agreement or the Services.

If you reside, are you are contracting the governing law is and we and you sub-
domiciled in or create with: the law of: mit to the non-exclu-
a User Account in: sive jurisdiction of the
courts of:

SSLI-1727603986-199\3.0
 Singapore ipaymy Technology Singapore Singapore
Pte. Ltd., a Singapore
registered entity (UEN
No. 201535772K)
having its headquar-
ters at 8 Marina
Boulevard, Marina
Bay Financial Centre
Tower 1, Level 11,
Singapore 018984
Malaysia ipaymy for Business Malaysia Malaysia
SDN. BHD., a
Malaysia registered
entity (1280421-T)
having its office at
Megan Avenue II
Jalan Yap Kwan Seng
B-11-10, 50450,
Kuala Lumpur
Hong Kong ipaymy Limited, a Hong Kong Hong Kong
Hong Kong registered
entity (2692807) hav-
ing its office at No 5
17/F Bonham Trade
Centre, 50 Bonham
Strand Sheung Wan,
Hong Kong
Australia ipaymy Pty Ltd., an Queensland, Australia Queensland, Australia
Australian registered
company (1280421-T)
having its office at 5
Marseille Court, Bun-
dall, Queensland
4217 Australia

H.    Causes of Action

Any cause of action or claim you may have with respect to us must be commenced within one (1)
year after the claim or cause of action arises. If any action in law or in equity is necessary to en-
force the terms of this Agreement, and/or our Privacy Policy herein, the prevailing party will be
entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and ex-
penses in addition to any other relief to which such prevailing party may be entitled.

SSLI-1727603986-199\3.0
 Fetch Service Addendum
1. Application

If you are using our Fetch Service, the additional terms of this addendum (“Addendum”) will ap-
ply.

Only registered businesses and bona fide charitable organizations located in Singapore,
Malaysia, Hong Kong or Australia are eligible to use the Fetch Service.

2. Definitions

In this Addendum:

“Fetch Service” are Services that you may use to accept payments from your Payers for Trans-
actions, perform other financial transactions, manage subscriptions, and perform transaction re-
porting.

“Charge” means a credit or debit instruction to capture funds from an account that a Payer main-
tains with a bank or other financial institution in connection with a Transaction.

“Dispute” means an instruction initiated by a Payer for the return of funds for an existing Charge
(including a chargeback or dispute on a payment card network).

“Fine” means any fines, levies, or other charges imposed by us, a Payment Method Provider or a
Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted
by the applicable Payment Method Rules.

“Laws” means all laws, rules, and regulations applicable to your use of the Fetch Service and to
Transactions.

“Payment Method” means a type of payment method, such as credit and debit cards, that we ac-
cept as part of the Fetch Service, as listed on the Site and as amended from time to time.

“Payment Method Acquirer” means an entity that is authorized by a Payment Method Provider to
enable the use of a Payment Method by accepting Charges from Payers on behalf of the Pay-
ment Method Provider, and routing these Charges to the Payment Method Provider.

“Payment Method Provider” means the provider of a Payment Method.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the
Payment Method Providers and Payment Method Acquirers that operate the Payment Methods
supported by us.

“Payout Account” the bank account designated by you for the payout of funds in connection with
the Fetch Service.

“Prohibited Business” means use of the Fetch Service in or for the benefit of a country, organiza-
tion, entity, or person that is embargoed or blocked by any government or any other business or
activity that we have identified as a prohibited at [insert URL], as updated by us from time to time.

“Refund” means an instruction initiated by you to return funds to a Payer for an existing Charge.

SSLI-1727603986-199\3.0
“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Ac-
quirer or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a
charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in
error or without authorization; and (iii) submission of a Charge in violation of the applicable Pay-
ment Method Rules, or where submission of the Charge or your use of any Fetch Service vio-
lates this Agreement.

“Transaction” includes an order, purchase, sale or donation.

3. Your User Account

[Until you have submitted, and we have reviewed and approved, all required information, your
User Account will be available to you on a preliminary basis only, and we may terminate it at any
time and for any reason.]

At any time during the term of this Agreement and your use of the Fetch Service, we may require
additional information from you to verify beneficial ownership or control of your business, validate
information you provided, verify your or your authorized representative’s ("Representative”) iden-
tity, and assess the risk associated with your business. This additional information may include
business invoices, copies of government-issued identification, business licenses, or other infor-
mation related to your business, its beneficial owners or principals. We may also request that you
provide copies of financial statements or records pertaining to your compliance with this Agree-
ment, or require you to provide a personal or company guarantee. Your failure to provide this in-
formation or material may result in suspension or termination of your User Account.

You authorize us to retrieve information about you from our service providers and other third par-
ties, including credit reporting agencies and information bureaus and you authorize and direct
such third parties to compile and provide such information to us. You acknowledge that this may
include your name, addresses, credit history, and other data about you or your Representative.
You acknowledge that we may use your information to verify any other information you provide to
us, and that any information we collect may affect our assessment of your overall risk to our busi-
ness. You acknowledge that in some cases, such information may lead to suspension or termina-
tion of your User Account.

You agree to promptly notify us in writing if:

(a) you become insolvent, liquidated or bankrupt, or have an administrator, receiver, liquida-
tor, statutory manager, mortgagee’s or chargee’s agent appointed, become subject to
any form of insolvency action or external administration, or cease to continue business
for any reason;
(b) there is an adverse change in your financial condition;
(c) you transfer or sell 25% or more of your total assets, or there is any change in the control
or ownership of your business or parent entity (where a “change of control” means any
transfer of shares or other arrangement affecting you or any member of your group which
results in a change in the effective control of your business); or
(d) you receive a judgment, writ or warrant of attachment or execution, lien or levy against
25% or more of your total assets.

4. Your Relationship with Your Payers

You may only use the Fetch Service for legitimate transactions with your Payers.

We are not responsible for the goods or services you publicize or sell, or that your Payers pur-
chase using the Fetch Service, or if you accept donations, for your communication to your Pay-
ers of the intended use of such donations. You are solely responsible for the nature and quality

SSLI-1727603986-199\3.0
of the goods or services you provide, and for delivery, support, refunds, returns, and for any
other ancillary goods or services you provide to your Payers.

Although we provide the Fetch Service to you, we have no way of knowing if any particular
Transaction is accurate or complete, or typical for your business. You are responsible for know-
ing whether a Transaction initiated by your Payer is erroneous or suspicious. If you are unsure if
a Transaction is erroneous or suspicious, you agree to research the Transaction and, if neces-
sary, contact your Payer before fulfilling or completing the Transaction. You are solely responsi-
ble for any losses you incur due to erroneous or fraudulent Transactions in connection with your
use of the Fetch Service.

It is very important to us that your Payers understand the purpose, amount, and conditions of
Charges you submit to us. With that in mind, when using the Fetch Service you agree to: (a) ac-
curately communicate, and not misrepresent, the nature of the Transaction, and the amount of
the Charge; (b) provide Payers a meaningful way to contact you in the event that the goods or
services are not provided as described; (c) not use Services to sell goods or services in a man-
ner that is unfair or deceptive, exposes Payers to unreasonable risks, or does not disclose mate-
rial terms of a purchase in advance.

You also agree to maintain and make available to your Payers a fair and neutral return, refund,
cancellation, or adjustment policy, and clearly explain the process by which Payers can receive a
Refund. If you engage in Transactions with Payers who are individuals (i.e. consumers), you
specifically agree to provide all consumer disclosures required by Law.

You agree to indemnify us and our subsidiaries, agents, licensors, managers, and other affiliated
companies, and our and their staff members, contractors, agents, officers and directors for any
claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including the actual
legal fees charged by our solicitors) we suffer or incur arising out of or related to your failure to
properly describe or deliver goods or services, or comply with your legal or contractual obliga-
tions to your Payers.

5. Support

We will provide you with support to resolve general issues relating to your User Account and your
use of the Fetch Service.

You are solely responsible for providing support to your Payers regarding any Transaction re-
ceipts other than those provided by the Fetch Service, goods or service delivery, support, re-
turns, refunds, and any other issues related to your goods and services and business activities.
Unless we have agreed otherwise in a separate agreement with you or your Payers, we are not
responsible for providing support for the Fetch Service to your Payers.

6. Processing Transactions; Disputes, Refunds, Reversals

You may only submit Charges through the Fetch Service that are authorized by your Payers. To
enable us to process Charges for you, you authorize and direct us, our affiliates, the Payment
Method Providers and Payment Method Acquirers to receive and settle any payment processing
proceeds owed to you through the Fetch Service. You may not, other than as required by the
Payment Method Rules, grant or assign any interest in payment processing proceeds to any third
party until such time as the payment processing proceeds are deposited into your Payout Ac-
count.

We are not responsible for or liable to you for authorized and completed Charges that are later
the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or
violate any Laws.

SSLI-1727603986-199\3.0
You are immediately responsible to us for all Disputes, Reversals, or Fines regardless of the rea-
son or timing. We may delay execution of payouts or terminate your User Account should a Dis-
pute, or Reversal against your account occur.

Should a Dispute or Reversal occur you agree to fully cooperate and provide all supporting evi-
dence and documentation requested by us to submit against the case. You also agree that we
may: (a) withhold execution of payouts equal to or greater than the Dispute or Reversal amount;
(b) suspend or terminate your User Account and you agree to: (c) to reimburse us for the amount
of the Dispute or Reversal as well as any associated fees until the Dispute or Reversal is ruled in
your favour. This reimbursement must be done by bank transfer to the bank account instructed
by us within 3 business days after our notification of Dispute or Reversal and request for reim-
bursement. If the Dispute or Reversal is ruled in your favour these funds will be returned to you
within 3 business days. If the Dispute or Reversal is ruled in the Payer’s favour these funds will
not be returned to you.

We do not and will not insure you against losses caused by fraud under any circumstances. Even
if we work with you to assist you or law enforcement in recovering lost funds, we are not liable to
you, or responsible for your financial losses or any other consequences of such fraud. Our Ser-
vices provide security controls to mitigate the risk of fraud losses, but we do not guarantee no
fraudulent transactions can occur.

You must not agree to or initiate any refund or cancellation through the Fetch Service. All refunds
issued to your Payer must be handled outside of the Fetch Service. If your Payer requests a re-
fund this must be handled directly between you and your Payer. We will not be responsible for is-
suing or resolving any requests for refunds.

7. Payment Method Rules

You must comply with all applicable Payment Method Rules.

The Payment Method Rules state that you may only accept payments using payment cards for
bona fide legal commercial transactions between you and your Payers for goods or services that
are free of liens, claims, and encumbrances. You may only use payment network trademarks or
service marks consistent with the Payment Method Rules, and the Payment Method Rules also
limit your ability to discriminate by card type or charge surcharges for acceptance of payment
cards.

The Payment Method Providers may amend their Payment Method Rules at any time without no-
tice to you, and we reserve the right to change the Fetch Service at any time to comply with the
Payment Method Rules. We may share with the Payment Method Provider (and the Payment
Method Acquirer) information you provide to us that we use to identify the nature of your goods
or services, including the assignment of your business activities to a particular payment network
merchant category code.

If you misuse the Fetch Service or engage in activity the Payment Method Provider identifies as
damaging to their brand, or if we are required to do so by the Payment Method Rules, we may
submit information about you, Representatives, your beneficial owners and principals, and other
individuals associated with your User Account, to the terminated merchant listings maintained by
the Payment Method Providers. Addition to one of these lists may result in your inability to accept
payments from payment cards. You understand and consent to our sharing this information and
to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims,
and you waive your rights to bring any direct claims against us that result from such reporting.
Our reporting of information under this paragraph is separate from any other right that we may
exercise under this Agreement, and we may separately terminate this Agreement or suspend
your User Account due to the misuse or damaging activity that caused us to make the report.

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8. Service Requirements, Limitations and Restrictions

You must comply with all Laws applicable to your use of the Fetch Service and to Transactions.
As applicable, this may include compliance with domestic and international Laws related to the
use or provision of financial services, notification and consumer protection, unfair competition,
privacy, and false advertising, and any other Laws relevant to Transactions.

You must not:

(a) use the Fetch Service to enable any person (including you) to benefit from any Prohibited
Business, to facilitate illegal Transactions, or for personal, family or household purposes;
or
(b) act, or allow others to act, as service bureau or pass-through agent for the Fetch Service
with no added value to Payers.

9. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe:

(a) may violate this Agreement;

(b) are unauthorized, fraudulent or illegal; or
(c) expose you, us, or others to risks that are unacceptable to us.

If we suspect or know that you are using or have used the Fetch Service for unauthorized, fraud-
ulent, or illegal purposes, we may share any information related to such activity with the appropri-
ate financial institution, regulatory authority, or law enforcement agency consistent with our legal
obligations. This information may include information about you, your User Account, your Payers,
and Charges made through your use of the Fetch Service.

10. Settlement and Payout Schedule

a. Your Payout Account:

We will settle funds to your designated bank Payout Account. You affirm that you are authorized
to initiate settlements to the Payout Account, and that the Payout Account is owned by you, and
administered and managed by a financial institution located in the country in which your business
is registered.

To update your Payout Account, you must contact us at support@ipaymy.com. If you request to
update your Payout Account, then you must ensure that you continue to comply with the require-
ments of this section. We may require you to provide us with documentation providing proof
demonstrating your compliance with this section, and your failure to provide such proof will con-
stitute a breach of this Agreement.

B. Payout Schedule

The time it takes for us to initiate settlement to your Payout Account (“Payout Schedule”) is spec-
ified on our Site and all upcoming payouts will be indicated on your dashboard.

With your first transaction we may require a holding period before making initial settlement to the
Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account
according to the Payout Schedule. However, please be aware that a Payment Method Provider,
a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay
settlement for any reason. We are not responsible for any action taken by the institution holding

SSLI-1727603986-199\3.0
your Payout Account to not credit the Payout Account or to otherwise not make funds available to
you as you expect.

We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples
of situations where we may do so are: (a) where there are pending, anticipated, or excessive Dis-
putes, Refunds, or Reversals; (b) in the event that we suspect or become aware of suspicious
activity; or (c) where we are required by Law or court order.

We have the right to withhold settlement to your Payout Account upon termination of this Agree-
ment if we reasonably determine that we may incur losses resulting from credit, fraud, or other le-
gal risks associated with your User Account. If we exercise our right to withhold a Payout for any
reason, we will communicate the general reason for withholding the Payout and give you an an-
ticipated timeline for releasing the funds.

C. Incorrect Settlement

The information required for settlement will depend on the financial institution holding the Payout
Account. Please make sure that any information about the Payout Accounts that you provide to
us is accurate and complete. If you provide us with incorrect information: (a) you understand that
funds may be settled to the wrong account and that we may not be able to recover the funds
from such incorrect transactions; and (b) you agree that you are solely responsible for any losses
you or third parties incur due to erroneous settlement transactions, you will not make any claims
against us related to such erroneous settlement transactions, and you will fully reimburse us for
any losses we incur.

11. Fees and Fines

We may revise the Fees at any time. However, we will provide you with at least 30 days’ ad-
vance notice before revisions become applicable to you.

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to
your User Account on you or us, by any Payment Method Provider, Payment Method Acquirer or
us resulting from your use of Fetch Service in a manner not permitted by this Agreement or the
applicable Payment Method Rules.

You are solely responsible for, and we disclaim all liability for, the provision of any goods or ser-
vices sold to your Payers as part of your use of the Fetch Service, and any obligations you may
owe to your Payers. You will, at all times, remain liable to us for Disputes (including charge-
backs), Refunds, and any fines that arise from your use of the Fetch Service.

You are also obligated to pay all taxes, fees and other charges imposed by any governmental
authority, including any applicable goods and services, value-added, sales or other similar tax on
the Fetch Service.

12. Taxes and Other Expenses

The Fees are exclusive of any applicable taxes.

You have sole responsibility and liability for:

(a) determining what, if any, taxes apply to the sale of your goods and services, acceptance
of donations, or Payments you receive in connection with your use of the Fetch Service;
and

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 (b) assessing, collecting, reporting, and remitting taxes for your business to the appropriate
tax and revenue authorities.

You acknowledge that we will report the total amount of Payments you receive each calendar
year as required by the appropriate tax and revenue authorities.

13. Termination

In addition to our termination rights set out in clause 24 of the Terms, we may terminate this
Agreement or close your User Account at any time for any reason including if:

(a) we determine in our sole discretion that you are ineligible for the Fetch Service because
of significant fraud or credit risk, or any other risks associated with your User Account;
(b) you use the Fetch Service in a prohibited manner or otherwise do not comply with any of
the provisions of this Agreement;
(c) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or
(d) we are otherwise entitled to do so under this Agreement.

Termination does not immediately relieve you of obligations incurred by you under this Agree-
ment. Upon termination, you agree to stop accepting new Transactions and initiating Charges
through the Fetch Service. If you terminate this Agreement, we will pay out any remaining funds
owed to you.

In addition, upon termination you understand and agree that you are still liable to us for any Fees
or fines, or other financial obligation incurred by you or through your use of the Fetch Service
prior to termination.

ipaymy Guest Terms

1. Application of Terms
1.1 These Terms apply to your use of the Service. By using the Service:
(a) you agree to these Terms; and
(b) where your use is on behalf of another person (e.g. a company), you confirm that you are au-
thorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to
these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to use the Service, and you must
immediately stop doing so.
2. Changes
2.1 We may change these Terms at any time. You are responsible for ensuring you are familiar
with the latest Terms at the time you use the Service.
2.2 We may change, suspend, discontinue, or restrict access to, the Service without notice or lia-
bility.
2.3 These Terms were last updated on February 28 2022.
3. Definitions
In these Terms:
“including” and similar words do not imply any limit;
“Loss” includes loss of profits, savings, revenue or data, and any other claim, damage, loss, lia-
bility and cost, including legal costs on a solicitor and own client basis;
"Merchant“ means a business that requests that you make a payment using the Service and to
whom you authorize a payment to using the Service;

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“personal information” means information about an identifiable, living person, and includes per-
sonal data, personally identifiable information and equivalent information under applicable pri-
vacy and data protection laws;
“Service” means our service that you may use to make payments to a Merchant;
“Terms” means these terms and conditions titled “ipaymy Guest Terms”;
“Underlying System” means any network, system, software, data or material that underlies or is
connected to the Service;
“we”, “us” or “our” means means the entities listed in clause 10.1 collectively, or the ipaymy entity
that you are contracting with under these Terms as set out in clause 10.1, as the context re-
quires; and
“you” means you or, if clause 1.1b applies, both you and the other person on whose behalf you
are acting.
4. Your Obligations
1. You must provide true, current and complete information in your dealings with us.

4.2 You must:

(a) not use the Service on behalf of another party unless authorized by that party;
(b) not use the Service other than for legitimate payment purposes;
(c) not submit any inaccurate information, impersonate another person, misrepresent authorisa-
tion to act on behalf of others or us, commit fraud or falsify information;
(d) not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, time-
bomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may
compromise, the Service or any Underlying System, or otherwise attempt to damage or interfere
with the Service or any Underlying System; and
(e) unless with our agreement, use the Service via standard web browsers only and not by any
other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a
robot or spider, automation, or any similar data gathering, extraction or monitoring method.
4.3 To the maximum extent permitted by law, you indemnify us against all Loss we suffer or incur
as a direct or indirect result of your failure to comply with these Terms.
5. Intellectual Property
We (and our licensors) own all proprietary and intellectual property rights in the Service (includ-
ing all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings,
videos and “look and feel”), and the Underlying Systems.
6. Disclaimers
6.1 You acknowledge and agree that we are an independent party merely providing a service to
facilitate transactions between users and are in no way related to your Merchants, except where
otherwise indicated. Any interaction between you and a Merchant, is a matter directly between
you and the Merchant. Accordingly, we have no responsibility and will not be liable for any con-
sequences/disputes resulting from your communications or agreements with your Merchants, in-
cluding any payment terms and/or the proper and timely delivery of goods or services.
6.2 You accept and agree that no refunds, cancellations or charge backs are able to be made
through the Service. Additionally, you agree not to request a refund, cancellation or charge back
from your card issuing bank, bank or any other person or us, other than the Merchant in accor-
dance with clause 6.3.
6.3 We will not be responsible for issuing or resolving any requests for refunds, cancellations or
charge backs. All refunds, cancellations or charge backs must be handled outside the Service.
If you request a refund, cancellation or charge back, this must be handled directly between you
and the Merchant.

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6.4 To the extent permitted by law, we and our licensors have no liability or responsibility to you
or any other person for any Loss in connection with:
(a) the underlying transaction with the Merchant to which your payment relates;
(b) the Service being unavailable (in whole or in part) or performing slowly;
(c) any error in, or omission from, any information made available through the Service;
(d) any exposure to viruses or other forms of interference which may damage your computer sys-
tem or expose you to fraud when you access or use the Service. To avoid doubt, you are re-
sponsible for ensuring the process by which you access and use the Service protects you from
this; and
(e) any site linked from the Service. Any link on the Service to other sites does not imply any en-
dorsement, approval or recommendation of, or responsibility for, those sites or their contents, op-
erations, products or operators.
6.5 We make no representation or warranty that the Service is appropriate or available for use in
all countries or that the content satisfies the laws of all countries. You are responsible for ensur-
ing that your access to and use of the Service is not illegal or prohibited, and for your own com-
pliance with applicable local laws.
7. Liability
7.1 To the maximum extent permitted by law:
(a) you use the Service at your own risk; and
(b) we are not liable or responsible to you or any other person for any Loss under or in connec-
tion with these Terms, the Service, or your use of (or inability to use) the Service. This exclusion
applies regardless of whether our liability or responsibility arises in contract, tort (including negli-
gence), equity, breach of statutory duty, or otherwise.
7.2 Except to the extent permitted by law, nothing in these Terms has the effect of contracting
out of any applicable consumer protection law that cannot be excluded. To the extent our liability
cannot be excluded but can be limited, our liability is limited to USD100.
7.3 To the maximum extent permitted by law and only to the extent clauses 7.1 and 7.2 of these
Terms do not apply, our total liability to you under or in connection with these Terms, or in con-
nection with the Service, or your access and use of (or inability to access or use) the Service,
must not exceed USD100.
8. Privacy Policy
All personal information and business-related data and documents that you provide us while ac-
cessing or using our Service is governed by our Privacy Policy, found here. To be compliant with
applicable anti-money laundering and countering financing of terrorism rules/guidelines, we may
obtain and conduct due diligence/know-your-customer (“KYC”) checks on you. You authorize us,
directly or through third parties, to make any inquiries we consider necessary to verify your iden-
tity. This may include asking you for further information, and verifying your information against
third party KYC databases or through public and private sources. If we cannot establish your
identity, we have the right to deny you use of the Service.
9. Suspension and Termination
9.1 Without prejudice to any other right or remedy available to us, if we consider that you have
breached these Terms or we otherwise consider it appropriate, we may immediately, and without
notice, suspend or terminate your use of the Service (or any part of it).
9.2 On suspension or termination, you must immediately cease using the Service and must not
attempt to use the Service in the future.
10. General
10.1 The ipaymy entity that you are contracting with under these Terms is stated below. These
Terms will be construed in accordance with and governed by the law set out below, and the

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courts stated below will have jurisdiction in respect of disputes arising out of or related to the use
of the Service or these Terms.

If you reside or are you are contracting the governing law is and we and you submit
domiciled in: with: the law of: to the non-exclusive ju-
risdiction of the courts
of:

Singapore ipaymy Technology Singapore Singapore

Pte. Ltd., a Singa-
pore registered entity
(UEN No.
201535772K) having
its headquarters at 8
Marina Boulevard,
Marina Bay Financial
Centre Tower 1,
Level 11, Singapore
018984

Malaysia ipaymy for Business Malaysia Malaysia

SDN. BHD., a
Malaysia registered
entity (1280421-T)
having its office at
Megan Avenue II
Jalan Yap Kwan
Seng B-11-10,
50450, Kuala Lumpur

Hong Kong ipaymy Limited, a Hong Kong Hong Kong

Hong Kong regis-
tered entity
(2692807) having its
office at No 5 17/F
Bonham Trade Cen-
tre, 50 Bonham
Strand Sheung Wan,
Hong Kong

Australia ipaymy Pty Ltd., an Queensland, Aus- Queensland, Australia

Australian registered tralia
company (1280421-
T) having its office at
5 Marseille Court,
Bundall, Queensland
4217 Australia

10.2 For us to waive a right under these Terms, the waiver must be in writing.
10.3 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that
part or provision is deemed to be modified to the extent required to remedy the illegality, unen-
forceability or invalidity. If a modification is not possible, the part or provision must be treated for

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all purposes as severed from these Terms. The remainder of these Terms will be binding on
you.
10.4 These Terms set out everything agreed by the parties relating to your use of the Service
and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to
these Terms. The parties have not relied on any representation, warranty or agreement relating
to the Service that is not expressly set out in the Terms, and no such representation, warranty or
agreement has any effect from the date you agreed to these Terms.

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