Legal

Hosted Platform Standard Terms for Technical Service Providers
Section A: General Terms
Section B: API Terms
Section C: Non-Disclosure Term
Section D: Definitions and interpretations

Hosted Platform Standard Terms for Technical Service Providers

Section A: General Terms

Permitted Use

  1. Hosted Platform shall:
    1. use the Service for its intended purposes of this Agreement.
    2. use the Service only for Permitted Products & Services.
    3. not allow Platform End Users belonging to Prohibited Industries or Prohibited Countries to use the Service.
    4. not use, and not allow the Platform End Users to use, the Service for any illegal, unlawful, criminal, banned activities or in violation of any domestic and international laws and regulations.
    5. comply with, and, to the extent reasonably possible, cause its Platform End Users to always comply with this Agreement.
    6. not perform or allow to be performed any actions detrimental to the security, integrity, or performance of the Service or API Connection.

Onboarding

  • Hosted Platform is required to complete an onboarding process with Tazapay prior to accessing the Service and API Connection.
  • Onboarding process consists of Tazapay’s assessment of the Hosted Platform’s (a) business model and associated risks; (b) risk management policies; (c) types of Platform End Users; (d) types of Transactions performed on the Hosted Platform; (d) and any material issues that are required be assessed for the onboarding.
  • Hosted Platform shall ensure that every Platform End User onboards on Tazapay (a) directly by signing up on Tazapay and accepting Tazapay terms of use, or (b) indirectly by obtaining consent from Platform End Users to share onboarding documents with Tazapay and ensuring that the Platform End Users accept Tazapay terms of use.  

Monitoring, Chargeback, Fraud

  • Hosted Platform, Hosted Accounts and Hosted Account Activities shall be continuously monitored for Permitted Use and Risks.
  • Tazapay may deny the Service or suspend a Hosted Account if it cannot or does not meet Compliance requirements.
  • Tazapay may (a) suspend or deny the Service to the Hosted Platform and the Hosted Accounts, (b) and take any necessary action, to mitigate or prevent Risks from the Transactions.

Liabilities, Indemnification

  • Liability for Chargebacks shall be first passed on to the Hosted Accounts. The Hosted Platform is ultimately liable for all Chargebacks.
  • Liability for any Claim in respect of the Transactions caused by the Hosted Platform, excluding those due to the Platform End User such as Chargeback, Penalties, Fines, shall be on the account of the Hosted Platform.
  • The Hosted Platform shall indemnify, defend, and hold harmless Tazapay, and its Relevant Persons and affiliates, for Claims arising from:
    1. a dispute between the Hosted Platform and the Platform End Users resulting in a Claim.
    2. use of Service by the Hosted Platform or the Platform End Users in violation of Permitted Use and Compliance.
    3. use of Service by the Hosted Platform on behalf of its Platform End Users without their authorization or express consent.
    4. inaccurate or incomplete Data provided by the Hosted Platform when using the Service.
    5. inaccurate or incomplete Data provided by the Hosted Platform about the Platform End Users.
    6. unauthorized access to or disruption of any Service, Data or API Connection, and infringement or misappropriation of third-party rights by the Hosted Platform or its Platform End Users.
    7. breach of materials terms of the Agreement by the Hosted Platform.
    8. willful misconduct by the Hosted Platform or its Platform End Users.
  • Tazapay, and its Relevant Persons and affiliates have no liability under the following circumstances:
    1. personal injury or property damage, of any nature whatsoever, resulting from use of the Service or API Connection.
    2. violation of Permitted Use by the Hosted Platform or its Platform End Users.
    3. Losses, or Claims resulting from events outside Tazapay’s control: (a) Force Majeure; (b) Technical Breakdown (c) software bugs, errors, inaccuracies, or omissions; (d) conduct of any third party.
    4. transmission of defamatory, offensive, or illegal information through API Connection.
    5. the exercise of its rights under this Agreement.
  • Tazapay shall indemnify the Hosted Platform, defend, and hold harmless the Relevant Persons of the Hosted Platform for Claims arising from its:
    1. gross negligence, willful misconduct or Fraud.
    2. breach of materials terms of the Agreement.
    3. infringement of third-party rights.
  • Tazapay’s liability shall be limited under all circumstances to the total fees earned from the Hosted Platform during the three (3) month period immediately preceding the events giving rise to the Claim.
  • In no event, neither Party, its Relevant Persons and affiliates shall be liable for any loss of anticipated savings or indirect, special and consequential losses arising out of or in connection with the Service, even if advised of the possibility of such losses and irrespective of legal basis (contract and tort).

Term and Termination

  • The Agreement is effective from Agreement Date and terminates at the end of the Term.
  • Parties can mutually agree to extend the Term any time prior to the end of the Term.
  • Either Party can terminate the Agreement in the following situations:
    1. the other Party is in material breach of the Agreement and fails to cure the breach within 60 days of being notified by the Party.
    2. the other Party becomes the subject of any voluntary or involuntary proceedings in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of the creditors which is not revoked in 60 days.
    3. In the event of a Force Majeure, the Party not affected by the Force Majeure event can terminate this Agreement without penalty if the Party affected by the Force Majeure event is unable to completely resume full performance within 60 days of occurrence of the Force Majeure event.
  • Tazapay can terminate the Agreement in the following situations:
    1. by serving a 60 days termination notice to the Hosted Platform.
    2. the Hosted Platform is in breach of Permitted Use.
    3. the Hosted Platform does not meet its payment obligations to Tazapay.
    4. Tazapay determines that the Hosted Platform’s business model has materially changed or that the business activities of the Hosted Platform and the Platform End Users has materially changed to pose significant Risk to Tazapay.
    5. it becomes illegal for Tazapay to provide the Service due to change of law or regulation.
  • Effects of termination:
    1. Tazapay shall immediately discontinue the Service.
    2. rights and obligations of each Party accrued up to the date of termination shall remain in force until discharged.
    3. upon the request by any Party, the other Party shall return Data, Tazapay Proprietary Materials, Confidential Information to each other, or ease them upon request, except when required by law or internal policies to retain.

Data, License, Intellectual Property

  • All Hosted Account Data shall belong to the Platform End User.
  • Tazapay shall retain Data in its computers, servers and backup systems only for the period:
    1. beyond which, in its sole determination, retention of the Data is not required for legal or business purpose.
    2. required under applicable laws.
  • Tazapay grants the Hosted Platform:
    1. a limited, conditional, restricted, revocable, royalty free, non-assignable, non-sub licensable, non-transferable and non-exclusive license to use the Tazapay trademarks solely for the purposes of co-branding and promoting the Service.
    2. a limited, conditional, restricted, revocable, royalty free, non-assignable, non-sub licensable, non-transferable and non-exclusive right to access the Service using the API Connection.
  • Tazapay, and its licensors, own all worldwide intellectual property rights in the Tazapay Proprietary Materials used for providing the Service. The Hosted Platform acknowledges that nothing in this Agreement shall be construed to vest in or transfer to it, either directly or by implication, estoppel or otherwise, any right, title or interest in or to Tazapay Proprietary Materials, other than as explicitly granted in this Agreement.
  • Tazapay acknowledges that nothing in this Agreement shall be construed to vest in or transfer to it, either directly or by implication, estoppel or otherwise, any right, title or interest in or to the Hosted Platform’ intellectual property and trademarks, other than as explicitly granted in this Agreement.

Right to Amend

  • Tazapay may amend any term of this Agreement at any time either for commercial, legal or regulatory reasons. Tazapay shall notify the Hosted Platform of the amendment, providing the cause of the amendment and the revised Agreement. The Hosted Platform is required to respond within (a) 7 days of notification if cause is regulatory or legal, or (b) 30 days if cause is commercial. If the Hosted Platform does not respond to the notice within the stated period, then it shall be deemed to have accepted the amendment. If the Hosted Platform chooses not to accept the amendment Tazapay has the right to terminate the Agreement.
  • Tazapay may at any time, without any prior notice to the Hosted Platform, (a) re-engineer API Connection; (b) reconfigure or change the location of its infrastructure; (c) modify or replace technology and service architectures without adversely impacting the Service and at no additional cost to the Hosted Platform.
  • Tazapay may at any time, without any prior notice to the Hosted Platform and without adversely impacting the Service and at no additional cost to the Hosted Platform:
    1. delegate part or whole of the Service to its subsidiaries and affiliates or cause its subsidiaries and affiliates to delegate part or whole of the Service to Tazapay.
    2. change the Service Providers or distribute different parts of a Service among more than one Service Providers.

Force Majeure

  • Neither Party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the Party’s reasonable control, including a Force Majeure. If a non-performance or a delay in performance of obligations is due to a Force Majeure event, Parties shall mutually agree to extend the period of performance to factor in the delay due to Force Majeure.

Warranties

  • Hosted Platform shall
    1. always offer the Service to its Platform End Users.
    2. obtain the acceptance of the following terms and conditions by all Platform End Users using the Service:
    3. obtain consent from all Platform End Users using the Service to share Data with Tazapay.
    4. always conduct its business meeting Compliance requirements.
    5. ensure its Platform End Users always meet Compliance requirements.
  • Tazapay shall:
    1. always operate and maintain the API Connection, provide uninterrupted and equitable connectivity for the Hosted Platform, except for Force Majeure or Technical Breakdown.
    2. always conduct its business meeting Compliance requirements.
  • Each Party shall:
    1. cooperate and assist the other Party to meet Compliance requirements.
    2. provide Data access to each other without delay or restriction except for Force Majeure or Technical Breakdown.
    3. not to withhold, falsify or misrepresent Data.
    4. implement and maintain adequate technical and organizational measures to prevent Major Breach.
    5. immediately inform the other Party upon becoming aware of a Force Majeure or Technical Breakdown.
    6. immediately inform the other Party upon becoming aware of any Claim that can potentially affect the other Party’s ability to carry out the obligations in this Agreement.

Disclaimers

  • To the maximum extent permitted by any applicable law, Tazapay makes no warranty of any kind, whether express, implied, statutory or otherwise, regarding any matter, and specifically disclaims all implied warranties, including without limitation any implied warranty of merchantability, fitness for a particular use or purpose, accuracy of informational content, systems integration, non-interference with enjoyment, non-infringement of third party rights, results to be derived from the use of or integration with the Service. Tazapay does not make any warranty that the Service or the API Connection will be error free or uninterrupted.
  • The Service and the API Connection are provided "as is", and as available exclusive of any warranty whatsoever.
  • The Service and API Connection may be subject to limitations, delays, and other issues inherent in the use of the internet and the type of technology that Tazapay may use. Tazapay is not responsible for any delays, delivery failures, damages or losses resulting from such issues.
  • The Hosted Platform agrees that it solely bears all risks from its use of the Service and API Connection without any recourse whatsoever to Tazapay.

Representations

  • Each Party hereby represents that:
    1. It is a company duly organized, validly existing and in good standing under applicable laws and has full corporate power and authority to execute this Agreement and to perform the obligations and that, the signatories have the power and authority from each Party for executing and delivering this Agreement.
    2. No filing, permit, authorization, consent or approval of any statutory or public body or any third party is necessary to enter this Agreement except provided herein.
    3. The execution Agreement and the performance of the obligations will not (a) conflict or result in any breach of any provisions of its charter or constitution; (b) result in a violation or breach of, or constitute a default or give rise to any right to termination under, any of the terms, conditions or provisions of any contract or obligation to which it is a Party or by which it or any of its properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it.

Governing Law

  • This Agreement is governed by the laws of the Republic of Singapore. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC”) as at present in force, 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.

Miscellaneous

  • This Agreement, with the accompanying sections, shall constitute the entire and exclusive agreement between the Parties with respect to the Service and shall supersede all other communications, whether written or oral.
  • Any amendment to this Agreement must be in writing and signed by both Parties.
  • This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
  • This Agreement shall be binding on and shall endure for the benefit of the Parties and their respective successors and assigns.
  • Neither Party shall assign or attempt to assign this Agreement without the express consent of the other Party in advance.
  • No failure or delay in exercising any right or power shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right or power hereunder.
  • If any provision of this Agreement (or a part thereof) becomes invalid or unenforceable under applicable law, then it shall be modified and interpreted in substance to the maximum extent possible under applicable law, and the remaining provisions will continue in full force and effect.
  • A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any provision of this Agreement.

Section B: API Terms

Hosted Accounts

  • Every Platform End User requiring the Service is required to have a Hosted Account on Tazapay.
  • Hosted Platform shall create Hosted Accounts on Tazapay using the API Connection.

Hosted Account Activities

  • All Hosted Account Activities performed by a Hosted Account on Tazapay must by with the consent of the Platform End User. Hosted Platform is responsible for acquiring the Platform End User’s consent.
  • It is assumed that a request by the Hosted Platform to create an Escrow Agreement has the consent of the Platform End Users participating in the Escrow Agreement unless the Hosted Platform has specifically requested Tazapay to obtain explicit consents of the Platform End Users.
  • Tazapay shall provide notifications and status update for all Hosted Account Activities through the API Connection, and Offline if necessary.
  • Hosted Platform can make ad hoc queries to Tazapay about status updates for all Hosted Account Activities through the API Connection.
  • Tazapay may provide a dashboard to the Hosted Platform to monitor Hosted Account Activities and make requests for Service on behalf of Platform End Users.

Section C: Non-Disclosure Term

  • Disclosing Party shall mean the Party disclosing Confidential Information.
  • Receiving Party shall mean the Party receiving Confidential Information.
  • Confidential Information shall include but not limited to the following items that the Disclosing Party deems to be of a confidential or proprietary nature whether explicitly designated or otherwise in any form, including, but not limited to, oral, written, graphic or electronic form:
    1. Product description, process description, trade secret, independent research, know-how and documentation.
    2. Computer program, software source code, technology architecture, manual, database and data analytics.
    3. Business plan, financial information, marketing plan, implementation plan.
    4. Data;
  • Confidential Information shall not include information which:
    1. is or becomes generally available to the public other than as a result of a breach of this Agreement; or
    2. the Receiving Party can prove is already in its possession without restriction as to use or disclosure prior to any disclosure hereunder; or
    3. comes into the possession of the Receiving Party from a third party who is free lawfully to disclose the same.
  • The Receiving Party undertakes that:
    1. it shall use Confidential Information solely for the purpose described in the Agreement. It will not copy or reproduce the Confidential Information for any purpose.
    2. it shall apply reasonable safeguards against the unauthorised disclosure of Confidential Information and it shall protect the Confidential Information in the same manner and to the same degree that it protects its own confidential and proprietary information.
    3. it shall not disclose, transmit or transfer the Confidential Information in any form to any person outside its organization without the written consent of the Disclosing Party.
    4. upon request by the Disclosing Party, it shall immediately return or destroy all Confidential Information in physical form and erase all Confidential Information in electronic form.
    5. Confidential Information shall always remain the property of the Disclosing Party. Any existing copyright, patent, trade secret, and all other intellectual property rights arising from the Confidential Information of whatever nature in form of software, documentation and specifications are and shall remain the property of the Disclosing Party. All subsequent alterations to the original version of Confidential Information shall also be Confidential Information and become the property of the Disclosing Party irrespective of the source and manner of the alterations and the Party contributing to the alterations. Nothing in this Agreement should be construed as transferring any right on the Confidential Information to the Receiving Party.
    6. it shall not make any use of the Confidential Information or act in a manner that prejudices the property rights, economic interests or benefits of the Disclosing Party.
    7. except as may be required by law, judicial order or decision, governmental regulation or rule or with the prior written consent of the Disclosing Party, it will not distribute, disclose or disseminate such Confidential Information to anyone, except its directors, officers and employees who have a need to know such Confidential Information for the purpose for which it is disclosed.
  • Receiving Party shall indemnify the Disclosing Party in respect to any loss, damage, or cost suffered or incurred by a direct result of a breach of its obligations under this Agreement. In the event of litigation relating to this Agreement, the prevailing party as determined in a court of competent jurisdiction shall be entitled to reimbursement by the non-prevailing party for legal fees and expenses incurred in connection with such litigation, including any appeal therefrom.
  • Receiving Party acknowledges and agrees that the Disclosing Party may be irreparably harmed by the breach of the terms of this Agreement and damages may not be an adequate remedy. The Disclosing Party and each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach by the Receiving Party of the provisions of this Agreement.
  • All obligations of the Receiving Party with respect to any Confidential Information shall remain in effect for the term of the Agreement.

Section D: Definitions and Interpretations

    1. "Agreement" means the agreement signed between the Hosted Platform and Tazapay which this Standard Terms is a part of.
    2. "API" means application programming interface provided by Tazapay to the Hosted Platform to access Tazapay’s Service and exchange of information.
    3. "API Connection" means the authenticated electronic connectivity established by the Hosted Platform with Tazapay using API.
    4. "API Documentation" means the technical documentation for API and API Connection.
    5. “API Integration Support” means the technical support provided by Tazapay for the Hosted Platform to integrate with Tazapay via the API Connection to access the Service.
    6. "Chargeback" means a payment refund initiated by a buyer of the products or services directly or through the intermediating parties that were involved in processing of the original payment.
    7. "Claims" means an obligation arising from a suit, demand, loss claim, liability claim, damage claim, action, or legal proceeding.
    8. "Compliance" means compliance with - regulatory requirements, applicable laws, ethical business practices, know your customer (KYC) regulations, anti-money laundering and countering terrorism (AML) finance regulations, and policies of the Service Providers.
    9. "Data" means Personal Data, Payment Data, Hosted Account Data and/or Transaction Data.
    10. "Financial Partners" means card schemes, banks, non-bank financial institutions, licensed lenders and financial service providers that have partnered with Tazapay to participate in the delivery of the Service.
    11. "Fines" means any fines levies or other charges levied by the Regulators, Payment Service Providersand Financial Partners on the Company, caused by excessive Fraud or Chargeback, violation of Laws orterms of the Agreement.
    12. "Force Majeure" means accidents; acts of war or terrorism; labor, civil or military unrest; nuclear or natural catastrophes or acts of God; interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; adverse change in laws or regulations; significant dislocation in the prices of assets, Products or Services; public health fraud risks or epidemics; delay of essential materials or services; Major Breach or any significant adverse event that is beyond anybody's control.
    13. "Fraud" means all types of frauds such as theft or deliberate falsification of identity, accounts and account credentials, data, documents, description of actual events, collusion etc.
    14. "Hosted Account" means the user account created by the Hosted Platform for a Platform End User on Tazapay using the API.
    15. "Hosted Account Activities" means all activities in relation to the Service that Tazapay performs for the Hosted Accounts.  
    16. "Hosted Account Data" means data or information of the Platform End User required by Tazapay to create the Hosted Account.
    17. "Losses" shall mean tangible losses such as liabilities, damages, indemnities, costs and/or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use), or intangible losses such as adverse actions from regulators, governments and government agencies, or loss of reputation or brand value.
    18. "Major Breach" means an unauthorised access or cybersecurity breach of the technology infrastructure from Malware, hacking, criminal activity or otherwise causing (a) loss or theft of data, (b) compromise to the security, integrity, and privacy of data, and (c) material damage to technical infrastructure.
    19. "Malware" means virus, malware, trojan horse, harmful and malicious code, ransomware, denial of service attacks, spam mails, or transmission of defamatory and obscene information in electronic format.
    20. "Offline" means without the use of API Connection.
    21. "Payment Data" means data and information required by Tazapay to facilitate the Escrow Payment.
    22. "Payment Processing " means collecting, holding, disbursing, or remitting funds domestically or internationally, currency conversion and associated services in relation to a Transaction.
    23. "Payment Service " means providing Payment Processing service.
    24. "Payment Service Provider" means a licensed provider of payment services that Tazapay has contracted to provide Payment Service. Currently Tazapay has partnered with multiple Payment Service Providers. “Penalties” means a penalty levied on the Hosted Platform by Tazapay for causing Losses to Tazapay.
    25. "Permitted Products & Services" means the list of products and services that Tazapay allows the Service to be used for.
    26. "Personal Data" means any information relating to an identified or identifiable natural person, or such other types of information as may be the subject of and protected under Personal Data Protection Laws.
    27. "Personal Data Protection Laws" means any and all applicable laws and regulations relating to the protection of Personal Data.
    28. "Platform End User" means a registered user of the Hosted Platform.
    29. "Prohibited Industries" means the list of industries, as determined solely by Tazapay, that the Hosted Platform or Platform End Users must not be associated with to use the Service
    30. "Prohibited Countries" means the list of countries that Tazapay does not allow the Products or Services to (a) originate from, (b) pass through or (c) be delivered in.
    31. "Relevant Person" means officers, directors, employees, agents, consultants, independent contractors, and their successors, and permitted assigns.
    32. "Risk" means any type of risk - Compliance, Fraud, Chargeback, credit, regulatory, legal, technical, reputational or financial.
    33. "Risk Policy" means the Company's internal policies on Risk.
    34. "Service" means Escrow Service and Value Added Service.
    35. "Service Providers" means all types of service providers to Tazapay, including Financial Partners and Payment Service Providers.
    36. "Tazapay Proprietary Materials" means, collectively, the Payment Service, documentation, APIs (Application Programming Interface) and any other system or technology used, owned or licensed by Tazapay or its affiliates in connection with the provision of the Payment Service, including, without limitation, any related communications/integration network designed, developed or implemented by Tazapay or its affiliates or licensors, and all software, proprietary elements, documentation, records and other trade secrets or know-how related to any of the foregoing, including, but not limited to, all copyrights, trademarks, logos, patents, trade secrets and other intellectual property rights inherent therein or appurtenant thereto, and any modifications, enhancements, updates and upgrades thereto owned by Tazapay, its affiliates or licensors.
    37. "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 Payment Processing Service.
    38. "Transaction" means the underlying sale or purchase of Products or Services for which you wish to use Payment Processing Services.
    39. "Transaction Data" means data and information about the Transaction required by Tazapay as per the API Documentation to provide the Service- such as but not limited to quality and quantity of the Products or Services, price, payment terms, buyer and Seller information, shipment and delivery details, important dates, special instructions or conditions.
    40. "Value Added Service" means services listed in the Value Added Services Schedule of the Agreement.
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