These terms and conditions, (the "User Terms" or "this Agreement"), together with the General (Account Holder) Terms and Appendices selected, govern the use of the Tazapay Platform (as defined in the General (Account Holder) Terms) owned and operated by Tazapay Pte. Ltd. (UEN 202010604W) (hereinafter referred to as "Tazapay", "we", "us" or "our"), a company duly incorporated under the laws of Singapore and regulated by the Monetary Authority of Singapore ("MAS") as a Major Payment Institution, and the Tazapay Services (as defined in the General (Account Holder) Terms, provided by the applicable Tazapay Contracting Entity (as set forth in the General (Account Holder) Terms).
By signing up via the Tazapay Platform to use and/or access the Tazapay Services, the User (otherwise referred to as "you" or "your") agrees to be bound by and comply with this Agreement, the General Terms, and all Appendices selected which apply to you. If you do not accept this Agreement, please immediately discontinue your use of and/or access to the Tazapay Services.
These User Terms shall be of a continuing nature. The version of User Terms currently in force will be available through Tazapay and on the official website of the Company at https://tazapay.com/ ("Website") and you agree that it shall be your sole responsibility to check for any updates to the Terms. In interpreting the User Terms, the intention and purpose behind the specific paragraph or paragraphs must be taken into consideration. If you are an individual using or accessing the Tazapay Services, the User Terms shall be read in conjunction with, the General (Account Holder) Terms upon sign up.
Nothing in these Terms shall constitute or be considered to constitute an agency, partnership or joint venture between Tazapay and the Users and neither party shall have any authority to bind the other in any way.
Tazapay reserves the right to modify this Agreement at any time by posting a revised version on the Tazapay Website. You should check the terms regularly. If the modifications constitute a material change to the Agreement, Tazapay will take reasonable efforts to notify the relevant individuals and/or entities. The revised version shall be effective on and from the date we specify. Your continued use of the Tazapay Services shall be taken to mean acceptance and ratification of any subsequent changes. Should you not agree with the revised version, you should discontinue your use and/or access of the Tazapay Services.
In this Agreement, reference to the singular includes a reference to the plural and vice versa. Unless otherwise stated, all capitalised terms are taken to have the meaning as stated in the General (Account Holder) Terms. Where there are discrepancies between the General (Account Holder) Terms, the version in this Agreement shall prevail.
The following words and expressions shall have the following meanings:
"Account" means any arrangement or register held in the name of Account Holders or Users registered with Tazapay or their Customers, and may be held either with or externally to Tazapay, such as a bank account.
"Account Holder" means the Merchant or other corporate entity registered with Tazapay to avail of Tazapay Services, who is bound by the acts and omissions of their Users, including liability for any fees, taxes, and other charges due on Tazapay Services;
"Affiliate" means, in relation to an Account Holder, any holding company of it and any subsidiary or subsidiary undertaking of any such holding company;
"Applicable Law" means the laws, regulations, regulatory constraints, obligations or rules in Singapore or any other relevant jurisdiction, interpreted (where relevant) in accordance with any guidance, code of conduct or similar document published by any regulatory authority that has jurisdiction over either or both Tazapay and the User;
"Merchant" refers to a corporate entity who is registered with Tazapay, and are one type of Account Holder;
"Personal Data" means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organisation has or is likely to have access;
"Platform" refers to the relevant website hosted by Tazapay and/or the Account Holder which uses, accesses, or relies upon the relevant Tazapay Services.
"Sanctions" means any economic trade sanctions or restrictive measures issued by the FATF, United Nations, United States or European Union or other relevant authority;
"Tazapay Services" means all products and services and any other features, technologies and/or functionalities which Tazapay may make available from time to time including but not limited to the services as set out in section 1.7 (Description of Tazapay Services) of the General (Account Holder) Terms;
"Tazapay Website" means the websites owned and operated by Tazapay including, without limitation, www.Tazapay.com and such other address which may be prescribed by us at any time which is similar or associated to such website and the contents available on such website (including the Tazapay Services);
"Technical Breakdown" means a temporary breakdown of the technology infrastructure causing or resulting in the loss of access to Tazapay or prolonged interruption of the Tazapay Services;
"Transactions" means any financial or commercial activity facilitated through the Platform, including, without limitation, payment collection, disbursement, escrow funding and release, currency conversion, or any other movement of funds between Users, or between a User and a third party;
"User" means any registered individual nominated by the Account Holder to use, operate, access or make payment for the Tazapay Services on behalf of an Account Holder, and includes any subsequent individual appointed by an existing User of the Account Holder.
Unless context otherwise requires, reference to the singular includes a reference to the plural and vice versa; reference to one gender shall be deemed to include reference to all genders. The terms "including" and "includes" shall be deemed to be followed by the words "without limitation" and/or "but not limited to", such that any reference to "includes" or "including" in this Agreement shall be construed as illustrative and not limiting the generality of the surrounding provisions and/or this Agreement as a whole. The titles and headings in this Agreement are for convenience only and reference to such shall not affect the interpretation of any provision of this Agreement.
You accept and understand that you may only access and operate the Account Holder's Account on behalf of the Account Holder, and understand that you are taken not to be operating in your capacity as an individual.
In using the Tazapay Services, the User hereby represents and warrants the following:
The User is at least 18 years of age or is of legal age to form a binding contract under the Applicable Laws in relation to the provision or receipt of the Tazapay Services;
The User is responsible for complying with all Applicable Laws of the jurisdiction in which the User resides in and/or the jurisdiction from which the user is using the Tazapay Services, including but not limited to the conduct as specified in section 4 (Restrictions on Use) below;
Neither you, nor any other Users, Account Holders which the Users act on behalf of, any of Account Holder's controllers, directors, or officers, any of Account Holder's Affiliates, or any of its or its Affiliates' directors or officers, are the subject of any Sanctions.
The User will, upon request of Tazapay, provide any additional information deemed necessary by Tazapay for the purpose of compliance with the Applicable Laws;
All information provided by the User is true, accurate and complete;
The User has carefully reviewed and understood this Agreement.
You are bound by Tazapay's Acceptable Use Policy. For the avoidance of doubt, you agree you must:
Use the Service for its intended purpose, as stipulated in the relevant Appendix;
Not allow Account Holders or Users belonging to Prohibited Industries or Sanctioned Countries to use the Service;
Not use, and not allow the Users to use, the Service for any illegal, unlawful, criminal, banned activities or in violation of any domestic and international laws and regulations.
Comply with, and, to the extent reasonably possible, cause your Users to always comply with this Agreement; and
Not perform or allow to be performed any actions detrimental to the security, integrity, or performance of the Service or API Connection.
While using the Tazapay Services, you agree not to engage in, or attempt to engage in, whether directly or indirectly, any of the following categories of prohibited activity in relation to your access and use of the Tazapay Services:
Any conduct that results in, or may reasonably result in a breach of this Agreement;
Any fraudulent or deceptive activity in connection with a Transaction, including but not limited to:
Using stolen credit cards or other payment methods to make payments to the Seller;
Filing fraudulent chargebacks;
Reversing payments after the Products or Services have been received;
Engaging in any other activity that is designed to defraud the Company or its Sellers.
Any conduct that violates any Applicable Laws, including, without limitation:
Any conduct that infringes any Intellectual Property, including but not limited to trademarks, copyrights, and patents.
Any conduct that engages in, assists, or facilitates illegal financial transactions and/or otherwise contravenes any Applicable Laws, regulations or guidelines issued by the relevant regulatory authority related to AML / CFT, fraud, corruption, or any other unlawful conduct.
Any form of cyberattack or malicious activity against any of the Tazapay Services, including but not limited to hacking, phishing, distributing malware, denial-of service attacks, and/or any other attempt to disrupt, damage or otherwise gain unauthorised access to the infrastructure of Tazapay, directly or indirectly.
Any use of unauthorised third-party software to access, crawl, mine or otherwise collect information from the Tazapay Websites.
Any fraudulent, deceitful, or dishonest activity which constitutes a misuse of the Services.
Tazapay reserves the right to not process any Transactions for and/or void the processed Transaction within 180 days, for, without limitation, any of the following reasons at its sole discretion:
Where the Transaction may reasonably have been suspected to have been executed without authorisation of the User;
Where the payment method used is suspected to be a counterfeit and/or otherwise fraudulently obtained and/or tampered with;
Where there is any disruption that may prevent Tazapay from accepting or processing the Transaction;
Where processing the Transaction may pose a risk to the Tazapay System; and
Where the Transaction may reasonably be suspected to be in violation of any Applicable Laws.
The settlement period for the collection, conversion and settlement of such Transactions may vary significantly from time to time due to market conditions not within the control of Tazapay.
Tazapay will comply with all Applicable Laws relating to data protection and Personal Data that we receive in connection with the use of the Tazapay Services.
Personal Data is subject to our Data Processing Addendum and Privacy Policy which is deemed to be part of this Agreement.
User understands and consents to their Personal Data being disclosed to, used, and transferred to such other domestic or cross-border third party for the purpose of providing the User or their Account Holder with the Tazapay Services and complying with Applicable Laws. Such disclosure and use of the User's Personal Data may be necessary for the purposes of facilitating or enabling User and Account Holder's use of the Tazapay Services and complying with Applicable Laws. Tazapay may not be able to provide the Tazapay Services without consent to such disclosure, access to or use of your Personal Data.
User must uphold the confidentiality and security of all login credentials, passwords, multi factor authentication tools, API keys and any other access credentials issued or generated for use with the Services. You shall not share or reuse credentials and shall comply with Account Holder's internal controls to restrict access to Users only.
Upon any knowledge of, or reasonable suspicion that any of the login credentials, passwords, multi factor authentication tools, API keys and any other access credentials issued or generated for use with the Services have been compromised, you agree to notify the relevant personnel in both the Account Holder and Tazapay as soon as is reasonably practicable. The User will also promptly notify Tazapay in the event of any changes to their account information, including, but not limited to:
Name;
Email address;
Contact number; and
Registered address.
You understand that "masquerading" is prohibited, including acts of impersonation, imitation or presentation as another User of the Services. You shall not create, publish or use URLs, payment pages, redirects or interfaces that may mislead any person as to the source, identity or legitimacy of the payment flow involving the Tazapay Service.
All Accounts held by Account Holders must be created by Users. Users must first register as individuals with Tazapay and agree to User Terms before acting on behalf of, or creating an Account for the Account Holder.
Account Holder is allowed to hold multiple User accounts per platform or service provided by Tazapay. Such an account structure is intended to be accessible only to Users exclusively. You further understand and agree that you as the Account Holder shall be responsible for and bound by the conduct of your Users.
Any attempt to create, lend, or make accessible, directly or indirectly, Accounts to persons other than Users may result in the suspension and/or termination of all accounts associated with the Account Holder, regardless of whether such an attempt was successful.
For any given Account, the first User in particular will have full rights and permissions (the "Primary User"). Such rights and permissions include, but are not limited to:
the right to appoint subsequent and additional Users ("Secondary Users") who each possess rights and permissions assigned by the Primary User;
the right to restrict the permissions and abilities of Secondary Users; and
the ability to designate and appoint a new Primary User to replace themselves.
All Primary and Secondary Users are treated as Users, whose acts and omissions bind the Account Holder.
Given that Users may appoint other Users to access, use, or operate an Account or otherwise use our Services on behalf of the Account Holder, the following shall apply:
Tazapay will deal with User as if they were Account Holder for the purposes of this Agreement, including any conduct related to money held in the Tazapay Account or other instructions, such as withdrawing or sending money.
Account Holder will be bound by anything done by any User, even if they do something that is outside the scope of the authority given to them.
Disputes between you and an Account Holder or other User relating to the Account or our Services are a matter between you and that party. Tazapay will not be held liable for any losses arising from a claim or dispute between you and other Users or the Account Holder.
Any instructions or actions taken, whether in relation to an Account, Transaction or otherwise, shall be deemed to be transmitted or validly issued by you on behalf of the Account Holder.
Tazapay is under no obligation to verify the authenticity or accuracy of the Instructions.
All Instructions are irrevocable and unconditional upon transmission through the Tazapay Services. Tazapay is entitled to (but not obliged to) effect or process such Instructions without any further consent from or reference or notice from the User.
You and the Account Holder will be responsible for all Transactions through the Tazapay Services made by any person, with or without your authority, knowledge or consent, and may not claim against us in connection with any such use or purported use.
Tazapay may terminate this Agreement at its own discretion. Tazapay will make reasonable efforts to notify the Users of such termination, typically 30 days in advance. Termination of this Agreement shall be effective on and from the date Tazapay specifies in the notice to the User. Termination will not affect any rights or obligations accrued prior to the date of termination. User remains responsible for any Transaction authorised or purportedly authorised by the User prior to the date of termination. Upon Termination, User will not be able to access, use, or view the Account, or act on behalf of the Account Holder indefinitely.
Tazapay may also suspend individual Users' access to, use, or view of the Account and authority to act on behalf of the Account Holder in relation to the Tazapay Services at its own discretion. Tazapay may suspend a User without terminating the whole account. Upon Suspension, User will not be able to access, use, or view the Account, or act on behalf of the Account Holder for a period of time.
If for a period of 12 consecutive months, a User has issued no instructions, engaged in no activity, or authorised no Transactions, Tazapay may designate such a User to be "Inactive". Once the User has been designated as Inactive, Tazapay may decide to close such User's profile by giving seven (7) days' notice ("Inactive Termination Notice").
For the avoidance of doubt, Tazapay reserves the right to take the following actions against Users at Tazapay's own discretion:
Suspend and/or terminate any User's access to the Tazapay Services, whether for a specified period of time or indefinitely;
Impose any restrictions on the use of the Tazapay Services on any User;
Pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; and
Any other recourse as Tazapay deems fit.
Upon upload of any user-generated content, including but not limited to posts, comments, videos, and images ("UGC"), the user hereby grants Tazapay a non-exclusive, royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such UGC, including without limitation distributing part or all of such UGC in any media formats through any media channels.
All of the content belonging to Tazapay including the trade and service marks displayed on the Tazapay Website, as well as contents of the Tazapay Website and the Tazapay Services is protected by copyright, trademark, patent, and other laws. Except as provided by these Terms, the User may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content without the prior written consent of Tazapay.
The User may not reproduce, distribute, publish, modify, display, broadcast or transmit in any manner or store in an information retrieval system any part of the contents without the prior written consent of Tazapay.
Any third party software application you use is subject to the user agreement of the third party. Tazapay does not own, control nor have any responsibility or liability for any third party software application you use in connection with Tazapay Services. The User may not claim against Tazapay for any loss or damage resulting from such use.
Tazapay owns all rights, titles and interests to the documents, materials, tools, information or otherwise as used by Tazapay in connection with the Tazapay Services.
Any Intellectual Property created in the course of the use of the Tazapay Services shall be the exclusive property of Tazapay.
Unless otherwise permitted in this Agreement, you will not, nor will you permit, authorise, assist or attempt to assist (whether directly or indirectly) any User or third-party to:
use any Tazapay IP for any purposes other than the specific purpose for which access has been granted to you in connection with this Agreement;
delete, remove or in any manner alter the copyright, trademark, or any other IP contained within or relating to any Tazapay' IP or any other third parties' IP appearing on or in connection with the Tazapay Services or any component thereof;
modify, amend, alter, store, copy, duplicate, replicate, steal, create derivative works from, disclose, distribute, reverse engineer, reverse compile, disassemble or otherwise use all or any part of the Tazapay IP;
circumvent, disable or otherwise interfere with security related features of the any Tazapay IP or features that enforce limitations on use of any Tazapay IP;
use the any Tazapay IP on a service bureau or time-sharing basis or to provide services to third parties not in accordance with this Agreement;
distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer any Tazapay IP or any of your rights therein;
violate or abuse password protections governing access to the any Tazapay IP, Tazapay Services or otherwise;
use any Tazapay IP in any unlawful manner or in breach of this Agreement; or
use any Tazapay IP in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other service or hardware without the prior written consent of the Tazapay.
You shall notify us without undue delay in writing of any breach by you of this section 9 (Intellectual Property) or if you reasonably believe that you may be a breach of this section 9 (Intellectual Property).
You hereby represent and warrant that any and all information provided by you is not false, misleading or deceptive in any respect at all times, and does not omit anything likely to affect the meaning or significance of such data, document, or other information.
It shall be your sole responsibility to ensure that any data, document or other information submitted to Tazapay, whether electronically or otherwise, is true, accurate and complete in all respects at all times.
You will keep Tazapay informed of any material change in circumstances to the shareholding structure or ownership of your Account Holder's Entity, such as a joint venture, merger, or acquisition or otherwise, which would affect its rights and obligations in relation to the Tazapay Service.
You agree that you use and/or access the Tazapay Services entirely at your own risk.
Tazapay makes no warranty, representation, guarantee or condition of any kind, express or implied, regarding the Tazapay Services, and specifically disclaims, to the maximum extent permitted by Applicable Laws, all warranties, representations, guarantees and conditions (whether implied or otherwise), including in relation to merchantability, fitness for a particular purpose, and non-infringement.
While Tazapay makes reasonable efforts to ensure that the information provided in the course of providing the Tazapay Services is accurate, reliable and up to date, Tazapay provides information in relation to the Services on an "as is" basis.
Tazapay will try to make our Services available to you to the extent possible. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason, including failure of a Counterparty or Service Provider upon which the Tazapay Services rely, the Tazapay Services are unavailable at any time or for any period.
Tazapay also will not be liable for any loss or damage caused by a virus, or other technological issues or attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services.
The Tazapay Services may include links to third-party websites or services that are not owned or controlled by the Tazapay. Tazapay is not responsible for the content, privacy policies, or practices of any third-party websites or services. Accordingly, you acknowledge and agree that accessing, and use of, any external third-party websites or services is at your own risk and is subject to terms agreed between you and the relevant third-party. Access to, or use of, any third-party technology affiliated with Tazapay may be subject to additional terms and conditions under which it is distributed as may be notified to you from time to time.
User shall not hold Tazapay liable for disputes arising between itself and the Account Holder, Account Holder's Affiliates, or any directors, officers, or other personnel related thereto.
In any event, Tazapay will not be liable to you (in contract, tort or otherwise) for any losses suffered as a result of use or misuse of the Tazapay Services prior to when User sets up an Account.
You shall indemnify and hold Tazapay harmless against any losses suffered (including reputational damage) or incurred by Tazapay arising out of or in connection with:
the use or misuse of the Tazapay Services by you, another User, or unauthorised third party;
your breach of these Terms or any applicable laws or regulations;
any wrongful, negligent act and/or omission by you;
any fraudulent or deceptive activity in which you, another User, or unauthorised third party have been engaged;
inaccurate or incomplete information provided (including through the Tazapay Website or Dashboard to a Tazapay Entity;
a negative balance or financial loss or damage caused by yourself, any other Users, any Malware or Major Breach;
any Customer's claim for real or purportedly fraudulent activity;
any Customer's claim for Buyer Protection made;
a Force Majeure Event; or
any third-party claim that any content generated by or provided by you or on behalf of you in connection with these Terms infringes any third-party intellectual property rights.
You will indemnify Tazapay from all Taxes and related interest, penalties and fees (excluding any income, franchise or similar taxes payable with respect to the Fees), if any, imposed on a Tazapay Entity as a result of your failure to timely file any Tax Information Report.
This provision shall continue after the relationship between Tazapay and you ends.
You acknowledge and agree that any communication and/or document to be sent to you may be by way of electronic communication and you shall be considered to have received any such communication and/or document:
at the time of posting of such communication to our Website at https://tazapay.com/ and/or Tazapay or such other time as may be prescribed in such communication;
at the time of which the email containing such communication and/or document is sent to you or such other time as may be prescribed in the email;
at the time of posting (whether through ordinary post or otherwise) such communication and/or document to you or such other time as may be prescribed in such communication and/or document; and
through such other means at such times as the Company may prescribe from time to time.
Tazapay will not be responsible for your failure to receive such communications if such failure is due to (without limitation):
errors, faults or defects in your electronic device or telecommunication service provider; or
your failure to regularly check the Tazapay Website, Dashboard, or your electronic mail.
All information and communication we share will be provided in English. However, there may be instances where information we provide may be also translated into other languages for convenience purposes. In the event of any discrepancies between information provided in English and any other language, the English version shall prevail.
You acknowledge and agree that any records created and maintained by Tazapay of the communications, transactions, instructions and/or operations made or performed, processed or effected through Tazapay by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such communications, transactions, instructions and/or operations.
Tazapay may, at any time or by notice in writing posted on the Tazapay website, assign, mortgage, charge or otherwise transfer any or all its rights and interests relating to or in connection with these User Terms without restriction.
As the User, you may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under the Terms (including the licence granted to you under the Terms) without the prior written consent of Tazapay.
To request consent to assign the agreement, please contact us. Any attempted assignment mortgage, charge or otherwise transfer, except as expressly authorized above, shall be null and void.
This Agreement, the General (Account Holder) Terms, the relevant Appendices, and any subsequent amendments to them constitute the entire agreement between you and Tazapay.
The failure of Tazapay to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties. intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
If any term (or part of the term) of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement which shall remain valid and enforceable.
The User Terms shall be governed by and construed in accordance with the laws of Singapore.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause, subject to the following:
The place of arbitration shall be in Singapore, unless otherwise agreed by the Parties;
The language of the arbitration shall be English;
The number of arbitrators shall be one (1) and appointed by the Chairman of the SIAC.
Any decision or award made by an arbitrator in accordance with these Terms shall be final and binding on the parties to such arbitration and the parties to such arbitration expressly waive their rights to appeal any such decision or award.
