Tazapay Hosted Account Terms And Conditions

Last Updated: 30 June 2021

TAZAPAY PTE. LTD. (UEN 202010604W), a company incorporated under the laws of Singapore (“Company”) and is a provider of services for the facilitation of cross border B2B activities through its electronic platform (“Tazapay”), including Escrow Service, business verification and associated services. This document is referred to as the “Hosted Account Terms and Conditions” and serves as an agreement that sets forth the terms and conditions which govern your use of the Escrow Service provided by the Company through Tazapay.

  • General

    • The Company owns and operates Tazapay (https://app.tazapay.com/)
    • You expressly employ, authorize and instruct the Company to act as escrow agent in connection with each Escrow Agreement subject to Hosted Account Terms and Conditions.
    • You should log onto Tazapay to verify the details and status of each Escrow Agreement to which you are a party to.
    • Any reference to time or calendar day in Hosted Account Terms and Conditions shall be a reference to Singapore Time and a calendar day in Singapore, respectively.
    • All communications shall be made in the English language.
    • By using the Escrow Service, you accept the Hosted Account Terms and Conditions, and your intent and agreement to be bound by them.
    • The General Terms and Conditions of the Company are incorporated into the Hosted Account Terms and Conditions by way of reference and in the event of any inconsistency between the Hosted Account Terms and Conditions and the General Terms and Conditions, the terms of the Hosted Account Terms and Conditions shall prevail.
  • Definitions and Interpretation

    • Unless the context otherwise requires, the following definitions shall apply:
      1. “Account” means shall have the meaning given to it in the General Terms and Conditions.
      2. “API” means the application programming interface provided by Tazapay to the Hosted Platform to access Tazapay and exchange of information.
      3. “API Connection” means the authenticated electronic connectivity established by the Hosted Platform with Tazapay using API.
      4. “Business Day” means any calendar day between the hours of 9 am to 5 pm (Singapore Time), excluding Saturdays, Sundays, and public holidays as defined in section 2 of the Holidays Act (Cap. 126), as may be amended and/or supplemented from time to time.
      5. “Buyer” means the Person in the Escrow Agreement buying the Products & Services.
      6. “Chargeback” means a payment refund initiated by the Buyer of the Products or Services directly or through the intermediating parties that were involved in the processing of the Escrow Payment. Includes fees or fines demanded by the intermediating parties.
      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 Payment Service Providers and Financial Partners.
      9. “Escrow Account” means the account maintained and operated by the Payment Service Provider for the purpose of holding Escrow Amount.
      10. “Escrow Agreement” means an escrow arrangement for the sale and purchase of Products & Services through Tazapay in accordance with the Hosted Account Terms and Conditions.
      11. “Escrow Amount”, in relation to an Escrow Agreement, means the funds in the Escrow Account.
      12. “Escrow Fee” means the fees payable to the Company for providing the Escrow Service to you, including any fees payable to the Payment Service Providers and Financial Partners.
      13. “Escrow Payment” means collecting, holding, disbursing, or remitting Escrow Amount domestically or internationally, currency conversion, and associated services.
      14. “Escrow Service” means providing Escrow Agreement and Escrow Payment services.
      15. “Financial Partners” means card schemes, banks, non-bank financial institutions, licensed lenders and financial service providers that have partnered with the Company to participate in the delivery of the Escrow Service.
      16. “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, goods or services; public health risks or epidemics; delay of essential materials or services; Major Breach or any significant adverse event that is beyond anybody’s control.
      17. “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.
      18. “General Terms and Conditions” means the terms and conditions for the time being in force that are found at https://app.tazapay.com/termsandcond , as may be amended, revised or restated from time to time;
      19. “Invoice Currency” in relation to an Escrow Agreement means the currency in which the Escrow Amount is denominated.
      20. “Losses” shall mean tangible losses such as liabilities, damages, indemnities, costs 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.
      21. “Major Breach” means unauthorized 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.
      22. “Malware” means a 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.
      23. “Person” means an individual, corporation, or such other legal entity as the context requires.
      24. “Payment Service Provider” means a licensed provider of payment services that the Company has contracted to obtain specific payment services including collecting, holding, disbursing, or remitting funds domestically or internationally. Currently, the Company has partnered with the following Payment Service Providers:
      25. Rapyd Holdings Pte. Ltd. (“Rapyd”), a company incorporated in Singapore (UEN: 201833125K) and licensed (License No. PS20200311) under Payment Services Act 2019 of Singapore as a Major Payment Institution (MPI) and regulated by the Monetary Authority of Singapore (MAS), and
      26. Wallex Technologies Pte. Ltd. (“Wallex”), a company incorporated in Singapore (UEN: 201511881E) and licensed (License No. PS20200433) under Payment Services Act 2019 of Singapore as a Major Payment Institution (MPI) and regulated by the Monetary Authority of Singapore (MAS).
      27. “Permitted Products & Services” means the list of products (physical and digital) and services that the Company allows the Escrow Service to be used for.
      28. “Privacy Policy” means the privacy policy of the Company which can be found at https://app.tazapay.com/termsandcond, as may be amended, revised or restated from time to time;
      29. “Products & Services”, in relation to any Escrow Agreement, means the underlying goods (physical or digital) or services being purchased by the Buyer from the Seller.
      30. “Prohibited Industries” means the list of industries, as determined solely by the Company, that the Registered User must not be associated with to be able to use the Escrow Service.
      31. “Prohibited Countries” means the list of countries that the Company does not allow the Products & Services to (a) originate from, (b) pass through, or (c) be delivered in.
      32. “Relevant Person” means officers, directors, employees, agents, consultants, independent contractors, and their successors, and assigns.
      33. “Risk” means any type of risk - Compliance, Fraud, Chargeback, regulatory, legal, technical, reputational, or financial.
      34. “Risk Policy” means the Company’s internal policies on Risk.
      35. “Seller” means the Person in the Escrow Agreement selling the Products & Services.
      36. “Service Providers” means all types of service providers to the Company, including Financial Partners and Payment Service Providers.
      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 Escrow Service.
      38. “Transaction” means the underlying sale or purchase of products (physical or digital) or services of the Escrow Agreement.
      39. “you” or “your” means any person who enters into an Escrow Agreement, whether as a Buyer or Seller.
      40. References to one gender include all genders and references to the singular include the plural and vice versa. The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.
      41. Any reference to time and/or calendar day in this Hosted Account Terms and Conditions shall be a reference to Singapore Time and a calendar day in Singapore, respectively.
      42. All communications of any kind and for any purpose shall be made in the English language.
      43. The Company provides the Escrow Service to end-users of marketplaces, platforms, and e-commerce sites (each a “Hosted Platform”) through an API Connection to Tazapay. If you are reading this clause, you are a Hosted Platform end user (“Platform End User”). By accepting this Hosted Account Terms and Conditions, you agree that you are engaging the Company as the provider of the Escrow Service through a Hosted Platform. You expressly agree to employ, authorize and instruct the Company to act as escrow agent in connection with each Escrow Agreement subject to the terms and conditions set out in this Hosted Account Terms and Conditions.
      44. You understand and agree that the availability of services of the Company to you is determined by the nature of your relationship with the Company. Only direct Registered Users of Tazapay have access to all services of the Company. If you are a Platform End User then the selection of services available to you is determined by the Hosted Platform.
      45. The Company engages third-party service providers from time to time to deliver its services. Terms and conditions of the service providers are incorporated in Tazapay Terms and Conditions by reference. You may or may not interact directly with these service providers. Notwithstanding, by accepting the Tazapay Terms and Conditions, you agree that you are also bound by the terms and conditions of the third-party service providers referred to in Tazapay Terms and Conditions. If you have questions, please contact our support at support@tazapay.com
      46. You acknowledge that the Company may amend, revise or restate this Hosted Account Terms and Conditions from time to time without further notice to and/or permission from you, and any such amendment, revision or restatement (as the case may be) will take effect from such time as the Company may notify to you.
  • Escrow Agreement

    • When you as a Platform End User agree to use the Escrow Service with the Hosted Platform or another Platform End User (each, a “Counterparty”), the Hosted Platform will send the information about the Buyer, Seller, details of the Products & Services being purchased and the terms of payment to be executed using the Escrow Service.
    • Using the information from the Hosted Platform, Tazapay will create underlying Buyer and Seller Accounts, and an Escrow Agreement.
    • Tazapay assigns a unique number (“Escrow Number”) to each Escrow Agreement.
    • The Company may limit (a) the Escrow Amount notional (b) available Invoice Currencies (c) currencies and payment methods available for the Buyer and (d) currencies in which the Seller can receive the Escrow Amount. Please read the Country Coverage section.
    • The Company allows the use of Escrow Service only for Permitted Products & Services.
      • Escrow Account
    • The Company has engaged the Payment Service Providers to provide Escrow Payment service.
    • Payment Service Providers operate and maintain Escrow Accounts to hold Escrow Amounts for the Escrow Agreements.
    • All Escrow Accounts are domiciled in Singapore and are denominated in Invoice Currency.
    • Neither the Buyers nor the Sellers can directly access (a) the Escrow Accounts, or (b) the Escrow Amounts in the Escrow Accounts.
    • The Payment Service Providers perform the collection of the Escrow Amounts from the Buyers, hold the Escrow Amounts in the Escrow Accounts, and disburse Escrow Amounts to the Sellers (or refunds to Buyers) based on the instructions of the Company.
    • The terms and conditions of Escrow Payment service provided by the Payment Service Providers are incorporated in Hosted Account Terms and Conditions by reference, including the integration of their services with the services of the Company, the contractual relationship between them and the Company, and the terms and conditions of the Payment
      Service Providers (“PSP Terms and Conditions”):
  • Escrow Cancellation, Amendment

    • Any cancellation or amendment request must be made to the Company by the Hosted Platform. If you want to make a cancellation or amendment, you must make the request to the Hosted Platform.
    • If the Buyer fails to deposit the Escrow Amount in the Escrow Account within seven (7) days of acceptance of the Escrow Proposal, the Escrow Agreement is automatically canceled.
    • All cancellations and amendments are effective immediately.
      • Deposit of Funds
    • Tazapay shall send information and instructions to the Hosted Platform to inform the Buyer to make the payment of Escrow Amount in the Escrow Account, including the details of how to make the payment. Tazapay shall also host the payment page for the Buyer to make the payment. Depending on the method of payment, Tazapay shall either confirm on-screen that the Escrow Account has received the funds or exchange information with the Hosted Platform once the payment is successful.
    • Tazapay provides onscreen instructions to the Buyer to make the payment. Currencies and payment methods available to the Buyer may vary depending on its domicile. Tazapay may offer multiple payment methods and currencies to the Buyer to choose from.
    • Tazapay may set different limits for Escrow Amounts for different payment methods.
    • There may be a time lag between the Buyer’s funding and when the Escrow Amount is reflected in the Escrow Account balance on Buyer and Seller dashboards, due to inherent delays in cross-border funds transfer.
    • Escrow Amount does not earn any interest.
  • Escrow Fee

    • The Escrow Fee is determined by the Hosted Platform.
    • Where the Escrow Fee is paid by the Buyer, the Escrow Fee shall be added to the amount of funds the Buyer is required to pay into the Escrow Account.
    • Where the Escrow Fee is to be paid by the Seller, the Escrow Fee shall be deducted from the Escrow Amount prior to the disbursement to the Seller.
    • Where the Escrow Fee is split between the Buyer and the Seller:
      • the portion of the Escrow Fee payable by the Buyer is added to the amount to be paid by the Buyer into the Escrow Account; and
      • the Escrow Fee payable by the Seller shall be deducted from the relevant Escrow Amount under the Escrow Agreement prior to the disbursement to the Seller.
  • Currency Conversion

    • Where you are the Buyer, you may pay the Escrow Amount and any Escrow Fee into the Escrow Account in the national currency of your domicile (“Buyer Currency”) or USD.
    • Where you are the Seller, you may receive the Escrow Amount (less any Escrow Fee) in the national currency of your domicile (“Seller Currency”) or USD.
    • Where the Buyer Currency is different from the Invoice Currency, the payment by the Buyer is subject to a currency conversion (“Currency Conversion”). The same applies to the Seller if the Seller Currency is different from the Invoice Currency.
    • When a Currency Conversion is involved, Tazapay shall display an indicative foreign exchange rate (“Indicative Rate”) at the time of Escrow Proposal creation and acceptance.
    • The Indicative Rate reflects only the prevailing foreign exchange rate at the time of display. The Company shall update the foreign exchange rate, display the final applicable exchange rate on screen and apply it for Currency Conversion when collecting the payment from the Buyer and making the payment to the Seller (as applicable).
  • Escrow Term

    • The Company shall hold the Escrow Amount in Escrow Account for a period (“Escrow Term”) as determined by the Hosted Platform. If Hosted Platform has not specified a period, then for a maximum of 180 calendar days from the date of receiving the Escrow Amount in the Escrow Account.
  • Escrow Release, Refund

    • The Company shall hold the Escrow Amount in the Escrow Account and shall release the Escrow Amount to the Seller upon receipt of instructions from the Hosted Platform.
    • If the Company receives instruction from the Hosted Platform to refund the Escrow Amount to the Buyer, the Company shall notify the Seller and release the Escrow Amount to the Buyer.
    • The Company shall process Escrow Amount release as well as the Refund Request within two (2) Business Days of receiving the instruction from the Hosted Platform and transfer the Escrow Amount after deducting applicable Escrow Fee and Currency Conversion costs.
  • Escrow Agreement Disputes & Resolution

    • All disputes related to an Escrow Agreement are handled by the Hosted Platform.
  • Compliance, Risk Management

    • The Company continuously monitors all Platform End Users for Compliance and other Risks.
    • You are required to meet the Company’s Compliance requirements at all times.
    • The Company may ask you to provide such documents and information as the Company, at its sole discretion, deems necessary to monitor Compliance and other Risks.
    • To mitigate or prevent Compliance or other Risks, the Company may (a) require you to place a reserve with the Company, (b) suspend your Account and block your funds available with the Company, (c) suspend or deny the Escrow Service to you (d) and take any necessary action,
    • the Company may block the processing of your Escrow Agreement at any time where it has reasons to believe that (a) there is a Compliance violation (b) the funds in the Escrow Account does not belong to the Buyer (c) the Buyer in the Escrow Agreement is not a party to the Transaction (d) the Seller in the Escrow Agreement is not a Party to the Transaction (e) there is a high risk of Chargeback or Fraud in the Transaction (d) there is a violation of applicable laws and regulations. The Company shall take additional actions as appropriate in such situations under applicable law and regulations.
  • Disclaimers

    • To the maximum extent permitted by any applicable law, the Company 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, the 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 Escrow Service.
    • The Escrow Service is provided "as is", and as available exclusive of any warranty whatsoever.
    • The Company does not make any warranty that the Escrow Service will be error-free or uninterrupted. The Escrow Service may be subject to limitations, delays, and other issues inherent in the use of the internet and the type of technology that the Company may use.
    • While the Company shall make the best efforts to immediately release of Escrow Amount when due to you as the Seller (or Buyer in case of a refund), there may be delays in the funds reaching your account due to (a) dependency on the Payment Service Providers (b) Compliance reasons (c) Force Majeure (d) Technical Breakdown.
  • Liabilities, Indemnification

    • You agree that you solely bear all risks from your use of the Escrow Service without any recourse whatsoever to the Company.
    • Where you are the Seller, you are liable to the Company for Chargeback and Fraud.
    • You shall indemnify, defend, save and hold harmless the Company, its Relevant Persons, and affiliates from Losses and Claims due to your violation of the Hosted Account Terms and Conditions.
    • The Company and its Relevant Persons and affiliates shall not be liable to you for any Losses or Claims arising from
      • personal injury or property damage, of any nature whatsoever, resulting from use of the Escrow Service
      • events outside the Company’s control such as but not limited to (i) Force Majeure; (ii) Technical Breakdown (iii) software bugs, errors, inaccuracies, or omissions; (iv) conduct of any Service Provider or third party
      • any delay in receiving Escrow Amount due to Compliance or dependency on Payment Service Providers
      • Currency Conversion
      • payment of Escrow Fee
      • your violation of materials terms of the Agreement
      • gross negligence, wilful misconduct, or Fraud by you
      • the exercise of the Company’s rights under the Hosted Account Terms and Conditions non-delivery of Products & Services
      • issues with the quality, quantity, or specification of the Products & Services
      • damage to the Products & Services
  • Variation, Termination

    • The Company at its sole discretion may amend, revise or restate Hosted Account Terms and Conditions without your consent or notification to you.
    • The Payment Service Providers at their sole discretion may amend, revise or restate the PSP Terms and Conditions without your consent or notification to you.
    • The Company may change the Payment Service Providers or distribute different parts of an Escrow Payment among more than one Payment Service Providers.
    • The Company may vary (a) the domicile of Escrow Accounts (b) available Invoice Currencies (c) currencies and payment methods available for the Buyer and (d) currencies in which the Seller can receive the Escrow Amount.
    • The Company may delegate a part or whole of the Escrow Service to its subsidiaries and affiliates or cause its subsidiaries and affiliates to delegate a part or whole of the Escrow Service to the Company.
    • The Company may terminate your Account in the following situations:
      • the Company determines that you or your Transactions pose significant Risk.
      • it becomes illegal for the Company to provide the Escrow Service to you.
      • there is a violation or possible violation by you of the General Terms and Conditions, Hosted Account Terms and Conditions or PSP Terms and Conditions.
  • User Acknowledgements

    • You acknowledge and agree that:
      • the Company is not a party to the Escrow Agreement. The only two parties to the Escrow Agreement are you and your Counterparty.
      • the Company is not responsible for the handling or delivery of Products & Services.
      • the Company may demand and you shall provide additional documents
        1. after the release of Escrow Amount
        2. at any time for Compliance and other Risks assessment
      • the Company may share any information provided by you with parties it is contractually or legally obligated to share, such as (but not limited to):
        1. any governmental or regulatory body properly exercising its powers.
        2. Service Providers.
      • Where you are the Buyer, you expressly acknowledge and agree that the Company is not responsible for:
        1. non-delivery of Products & Services
        2. issues with the quality, quantity, or specification of the Products & Services
        3. damages to the Products & Services
      • You also acknowledge that you are not eligible for Chargeback in these situations if
      • You acknowledge and agree that the Company has the right to assume that all information coming to Tazapay from the Hosted Platform is with your consent as the Hosted Platform End User. The Company is not liable for any claim, liability or Losses to you if it is not the case. You shall indemnify, defend, save and hold harmless the Company and all Relevant Persons from such liability, claim, or Losses except when arising from the wilful default or fraud on the part of the Company or the Relevant Persons.
      • You warrant that the information provided by you to the Company:
        1. are complete, true, and accurate in all respects at all times.
        2. where applicable, is provided within a reasonable time.
        3. is not false, misleading, or deceptive in any respect at all times.
        4. does not omit anything that affects or is likely to affect the meaning or significance of such documents or information in any respect at all times.
  • Notices and Communications

    • All communications between you and the Company shall be through the Hosted Platform unless we are specifically instructed by the Hosted Platform to communicate with you.
  • Assignment

    • The Company may, at any time, assign, mortgage, charge, or otherwise transfer any or all of its rights and obligations under this Hosted Account Terms and Conditions without restriction.
    • You may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under this Hosted Account Terms and Conditions without the prior written consent of the Company and your counterparty, and any attempted assignment mortgage, charge or otherwise transfer in violation of this Hosted Account Terms and Conditions shall be null and void.
  • Severability

    • If any provision of this Hosted Account Terms and Conditions or part thereof is rendered void, invalid, illegal, or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of this Hosted Account Terms and Conditions.
  • Translation

    • If this Hosted Account Terms and Conditions is translated into a language other than the English language and there is any conflict or inconsistency between such translation and the English text, the English text shall prevail.
  • Rights of Third Parties

    • Any person who is not a party to the Escrow Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or other similar laws to enforce the Escrow Agreement or any part thereof, regardless of whether such person has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, any amendments to this Hosted Account Terms and Conditions in accordance with the provisions herein shall not require any consent from any person or entity who is not a party to this Hosted Account Terms and Conditions. Nothing in this clause shall affect the rights of any permitted assignee or transferee under the Escrow Agreement.
  • Governing Law

    • The Hosted Account Terms and Conditions shall be governed by, construed under, and enforced in accordance with the laws of Singapore, without regard to any conflict of law provisions.
    • In the event of any claim, dispute, or difference (“Dispute”) that may arise out of or in connection with the terms of this Hosted Account Terms and Conditions and/or the Company (including any question relating to the existence, validity of termination of the terms of this Hosted Account Terms and Conditions), you agree to enter into negotiations with the Company in good faith to resolve such Dispute (“Good Faith Negotiations”).
    • Where a Dispute is not resolved within thirty (30) days of the commencement of Good Faith Negotiations, the Dispute shall be referred to and finally resolved by arbitration administered by Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, the SIAC Rules being deemed to be incorporated by reference in this paragraph. The seat of arbitration shall be Singapore. The arbitration shall be conducted by a single arbitrator and wholly in the English language. You further agree that following the commencement of arbitration, you will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”) in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force.
    • Any settlement reached in the course of the mediation shall be referred to the arbitrator appointed by the SIAC and may be made a consent award on agreed terms.
    • Any decision or award made by an arbitrator in accordance with the Hosted Account Terms and Conditions 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.
  • Country Coverage

    • Visit FAQ for details on which Buyer and Seller markets are supported.