These terms and conditions, together with the Appendices agreed to (the "Agreement" or "General (Account Holder) Terms" or "Terms") govern the use of the Tazapay Services (as defined below) owned and operated by the Tazapay Contracting Entity specified in section 2 (Definitions and Interpretation) (hereinafter referred to as "Tazapay", "we", "us" or "our").
The Account Holder (hereinafter referred to as "you" or "your") agrees to be bound by and comply with this Agreement upon the applicable Tazapay Contracting Entity's approval of the Account Holder's corresponding Tazapay Account, and all Appendices attached to the Agreement which apply to you upon use and/or access to the Tazapay Services. If you do not accept this Agreement, please immediately discontinue your use of and/or access to the Tazapay Services.
These General (Account Holder) Terms shall be of a continuing nature. The version of the General (Account Holder) 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 General (Account Holder) 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 on behalf of an Account Holder (as defined below), the User Terms shall be read in conjunction with, and constitute part of the General (Account Holder) Terms upon sign up.
These General (Account Holder) Terms supersede and replace in their entirety any and all prior terms and conditions, agreements, contractual arrangements or otherwise (the "Prior Terms"). Notwithstanding the foregoing, any amendments, schedules or supplemental terms that had been validly adopted in relation to the Prior Terms prior to the effective date of these Terms shall, to the extent that they are not inconsistent with these Terms, be deemed to be incorporated herein by reference and shall continue to apply with reference to the corresponding clauses, sections or otherwise with these Terms. In the event of any inconsistency between such incorporated provisions and these Terms, these Terms shall prevail unless expressly stated otherwise.
Nothing in these Terms shall constitute or be considered to constitute an agency, partnership or joint venture between Tazapay and the Account Holders 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.
Tazapay provides various products and services designed to facilitate payments, Transactions, and related services (each a "Tazapay Service" and collectively the "Tazapay Services"). This includes, but is not limited to, payment gateway solutions, Software-as-a-Service Platforms, and more as set out in this section and the Appendices:
Payment Gateway. Tazapay owns and operates an online payment gateway platform which supports credit cards and local payment methods globally, available at https://dashboard.tazapay.com (the "Tazapay Payment Gateway") hosted on the Account Holder's website and described at Appendix 1.
Global Collection Accounts. Global Collection Accounts refers to the local virtual accounts that facilitate the receipt of cross-border payments and reconciliation as defined in Appendix 2.
Payouts. Tazapay provides same-day payouts globally through local bank transfers or SWIFT as defined in Appendix 3. Tazapay also facilitates automated disbursement options, tailored to each Account Holder's business needs.
Escrow. Tazapay provides an additional escrow solution that securely holds money until predefined conditions are met, facilitating Transactions between unfamiliar parties as defined in Appendix 4.
Institutional Account. Tazapay provides a solution for financial institutions or technical service providers that seek to offer the Tazapay services to their own clients, as defined in Appendix 5.
Virtual Assets Onramp and Offramp Services. Tazapay provides a solution that enables Account Holders to facilitate the conversion of fiat currency into supported Virtual Assets and the redemption of Virtual Assets into fiat currency via the Tazapay Account, as defined in Appendix 6. This Service is not available where your Tazapay Contracting Entity (as set forth in Section 2) is Tazapay Pte. Ltd.
Tazapay reserves the right to add, modify or remove platform features without consent from Account Holders or without notifying Account Holders.
In this Agreement, reference to the singular includes a reference to the plural and vice versa. 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 any Fees, taxes, or other charges due on Tazapay Services.
"Affiliate" means, in relation to an Account Holder, any holding company of it, any subsidiary or subsidiary undertaking of any such holding company, and any entity related to it by significant common shareholding or ultimate beneficial owners.
"AML" means Anti-Money Laundering.
"API" means the application programming interface that may be provided by Tazapay or through an API Partner.
"Appendix" means the agreement setting out the terms of service for specific products, specifically, the Payment Gateway, Global Collection Account, Payout, Escrow services, Institutional Account, and Virtual Assets Onramp and Offramp Services (collectively, "Tazapay Services").
"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 Account Holder.
"Available Balance" means the aggregate amount of funds or assets standing to the credit of the corresponding Account in each applicable currency that is available for use by way of transfer, withdrawal, settlement or otherwise as may be determined by Tazapay.
"Beneficiary" means the intended end recipient of a Transaction, whether they are an individual, Corporation, or other entity.
"Business Day" means a day, other than a Saturday, Sunday or public holiday in Singapore or the relevant jurisdiction, when banks in Singapore or that relevant jurisdiction are open for business.
"Buyer Protection" shall refer to Tazapay's buyer protection program, as described at https://tazapay.com/buyer-protection.
"CDD" means Customer Due Diligence.
"CFT" means Countering the Financing of Terrorism.
"Claims" means an obligation arising from a suit, demand, loss claim, liability claim, damage claim, action, or legal proceeding.
"Compliance" means compliance with regulatory requirements, applicable laws, ethical business practices, CDD and KYC / KYB regulations, AML / CFT finance regulations, Sanctions obligations and policies of the Service Providers.
"Confidential information" has the same meaning given to it in section 13 (Confidentiality) below.
"Control" means either the ownership of at least thirty per cent (30%) of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the entity in question, or its holding supplier or parent undertaking. The terms "Controlled", "Controlling", "Controller" and "Controls" have the corresponding meanings.
"Corporation" includes a sole proprietor, freelancer, limited or public company, or a partnership which is organised or registered with the Accounting and Corporate Regulatory Authority.
"Customer" means any individual or entity patronizing the Account Holder, who may or may not access the Tazapay Services to make a Transaction or Payment. Upon use of or access to any given Tazapay Service, the Customer will be governed by the relevant Appendix.
"Data Processing Addendum" refers to the data processing addendum which applies to the access to and use of the Tazapay Services, which may be amended from time to time and is available at tazapay.com/legal-docs/data-processing-addendum.
"E-money Account Holder" refers to an Account Holder that has enabled Tazapay Payout functionality.
"FATF" means the Financial Action Task Force.
"Force Majeure Event" means any circumstances beyond the reasonable control of the affected party, including a strike or other labour dispute or labour shortage, stoppage, or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; natural disaster; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state, national, or international health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Applicable Law; or act of a Governmental Authority to the extent that those circumstances materially affect the ability of the party relying on those circumstances to perform its obligations under this Agreement.
"FX" means foreign currency exchange.
"Government/Governmental Authority" means a regulator or other government agency with jurisdiction over the Tazapay Services, Tazapay, or the Account Holder, as applicable.
"Insolvency Event" means the occurrence of any of the following (or any analogous procedure or step):
as defined by Applicable Law, Account Holder is unable (or deemed to be unable) to pay its debts;
Account Holder is the subject of a petition, resolution, order, or any other step in relation to winding up, bankruptcy, or equivalent proceedings;
Account Holder stops, or threatens to stop, carrying on all or part of its business (except for the purposes of an amalgamation, reconstruction, or reorganization);
Account Holder enters into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to Account Holder or any of Account Holder's assets;
Account Holder is the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to Account Holder is given, or any other step is taken by any individual or entity with a view to the administration of Account Holder under Applicable Law;
a moratorium is agreed or declared with respect to all or part of Account Holder's debts;
Account Holder enters, or proposes to enter, into any compromise or arrangement of Account Holder's debts with or for the benefit of some or all of Account Holder's creditors generally, or in respect of a particular type of Account Holder's debts;
Account Holder begins proceedings or negotiations, or proposes or agrees, to reschedule, readjust or defer Account Holder's debts;
a liquidator, receiver, administrative receiver, administrator, manager, or other similar officer is appointed in respect of the whole or any part of Account Holder's assets;
an enforcement of any security over, or an execution, attachment, lien, levy, distress, or similar procedure is levied against, any of Account Holder's assets;
any legal proceeding, corporate action, or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy, or other similar officer in relation to Account Holder or any of Account Holder's assets; or
where any Account Holder or shareholder of an Account Holder is subject to any of the events listed in this definition.
"Instruction" means any communication, order, message, data, information or other materials received by us via the Tazapay Services and referable to an Account Holder's Security Codes, from the Account Holder or purporting to come from the Account Holder.
"Intellectual Property" or "IP" means any intellectual property (whether registered or unregistered), including trademarks, service marks, rights in trade names, business names, trading and company names, logos or get-up, patents, rights in inventions, registered and unregistered design rights, copyrights, database rights and all other similar proprietary rights in any part of the world (including know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations or any extension to such registrations.
"KYC" means Know Your Customer.
"KYB" means Know Your Business.
"Losses" shall mean tangible losses such as penalties, fines, 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), intangible losses such as adverse actions from regulators, governments and government agencies, or loss of reputation or brand value, or (with respect to the Account Holder's breach of these Terms) reasonably foreseeable losses (at the time of the breach giving rise to such Losses).
"Major Breach" means an unauthorised access or cybersecurity breach of the technology infrastructure from Malware, hacking, criminal activity or otherwise causing loss or theft of data, compromise to the security, integrity, and privacy of data, and material damage to technical infrastructure.
"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.
"Merchant" refers to a Corporation who is registered with Tazapay and is one type of Account Holder.
"Net Settlement Amount" means the final net amount which are intended to be settled into an account for a given Transaction, typically in the Settlement Currency, after the aggregation, offsetting and deduction of all relevant fees, charges, adjustments or otherwise.
"Payment" means a Transaction which effects a transfer of money.
"PCI DSS" means the Payment Card Industry Data Security Standard.
"PCI SSC" means the Payment Card Industry Security Standards Council.
"PDPA" means the Personal Data Protection Act 2012.
"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.
"Privacy Policy" refers to the data privacy policy which governs the access to and use of the Tazapay Services, which may be amended from time to time and is available at https://tazapay.com/legal/privacypolicy.
"Reserve" shall have the meaning as set out in section 9.1 below.
"RFI" means request for information.
"Safeguarding" means the custody of Account Holder's money which will be performed by Tazapay or a Counterparty in compliance with the Applicable Law.
"Sanction" means any economic trade sanction or restrictive measure issued by the FATF, United Nations, United States or European Union or other relevant authority.
"Scheduled Downtime" means any period scheduled to perform system maintenance, backup, upgrade functions or other necessary procedures for the purpose of provision of the Tazapay Services such that access to the Tazapay Services may be temporarily unavailable.
"Service Providers" means all types of service providers to Tazapay, including Financial Partners and Payment Service Providers.
"Tazapay" shall have the meaning as set out in section 1.1 above and shall also refer to the entity specified below, determined by your Tazapay Account Country and the Tazapay Services you use, unless otherwise determined at Tazapay's discretion. The Service Appendices may address further Tazapay entities for the respective Services.
| Country/Region | Tazapay Contracting Entity |
|---|---|
| Canada (not including the province of Quebec) | Tazapay Canada Corp., (Incorporation number: BC1313641) a company incorporated under the laws of Canada with the registered address at 310-1095 McKenzie Avenue, Victoria, BC, Canada, V8P2L5, and regulated by the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a Money Service Business ("MSB") under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and associated regulations (the "PCMLTFA"), and by Bank of Canada as a Payment Service Provider ("PSP") under the Retail Payment Activities Act and associated regulations (the "RPAA"). |
| Singapore | Tazapay Pte. Ltd. (UEN 202010604W), a corporation incorporated under the laws of Singapore, having its registered office at 8 Temasek Boulevard, #15-02, Suntec Tower Three, Singapore 038988, and regulated by the Monetary Authority of Singapore ("MAS") as a Major Payment Institution. Tazapay Pte. Ltd. does not provide the Virtual Assets Onramp and Offramp Services as defined and described in Appendix 6. |
| All other Countries/Regions | Either Tazapay Canada Corp. or Tazapay Pte. Ltd., as determined at Tazapay's discretion and disclosed to you via Tazapay's approval of your Tazapay Account. |
"Tazapay Account" means an Account held by an Account Holder with Tazapay through which they may access other Tazapay Services, and includes the Global Collection Account and Tazapay Wallet. You understand and acknowledge that your Tazapay Account, and any Tazapay Wallet issued thereunder, is not a bank account, but rather a non-cash payment facility.
"Tazapay Account Country" means the country or region you selected when opening your Tazapay Account and is the Account Holder's country of incorporation, as reflected in your account details.
"Tazapay Dashboard" means the web based or application based interface made available by Tazapay to the Account Holder and/or the User, which shall allow the Account Holder and/or the User to access, manage or otherwise utilise the Tazapay Services.
"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.
"Tazapay Proprietary Materials" means, collectively, the Payment Service, documentation, APIs and any other system or technology used, owned or licensed by Tazapay or its Affiliates in connection with the provision of the Tazapay Services, 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, and any modifications, enhancements, updates and upgrades owned by Tazapay, its Affiliates or licensors.
"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.
"Transaction" means any financial or commercial activity facilitated through the Tazapay Services, including, without limitation, payment collection, disbursement, escrow funding and release, currency conversion, or any other movement of money between Account Holders, or between an Account Holder and a third party.
"Unscheduled Downtime" means any period that the Tazapay Services are not accessible to the Account Holder, excluding Scheduled Downtime.
"User" means any registered individual nominated by the Account Holder at onboarding 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. Reference to any legislation shall be deemed to include any subsidiary legislation, regulations, notices, guidelines, directions or otherwise as may be applicable, as amended or re-enacted from time to time and any other applicable legislation or regulation in any jurisdiction which are applicable. 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.
Unless otherwise indicated below, upon Tazapay's approval of your Account, you hereby are taken to accept the following:
All terms contained in these Terms relating to the services accessed and/or used by you;
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;
Neither you, nor any of your Users, including Account Holder's controllers, directors, or officers, any of Account Holder's Affiliates, or any of your Affiliates' directors or officers, are the subject of any Sanctions;
You are responsible for complying with all Applicable Laws of the jurisdiction in which you reside in and/or the jurisdiction from which you are using the Tazapay Services, including but not limited to the conduct as specified in Tazapay's Acceptable Use Policy and in this Agreement;
You will, upon request of Tazapay, provide any additional information deemed necessary by Tazapay for the purpose of compliance with the Applicable Laws;
Schedule B sets forth certain specified additional terms that may be applicable to you, depending on your use of the Tazapay Services. Where applicable, you acknowledge and understand that your use of the Tazapay Services constitutes acceptance of those terms and/or the relevant Service Appendices, and you agree to be bound by them. Notwithstanding the foregoing, Schedule B shall not preclude the requirement of your acceptance of any other additional terms not included in Schedule B but otherwise referred to in these General (Account Holder) Terms or relevant appendices of the Tazapay Services you use.
Prohibited Use. 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 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 conduct that infringes any Intellectual Property, including but not limited to trademarks, copyrights, and patents;
Tazapay reserves the right to not process any Transactions for and/or void a 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 Account Holder;
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.
Tazapay reserves the right to take the following actions against Account Holders at their discretion:
Suspend and/or terminate any Account Holder's access to the Tazapay Services in accordance with section 19 (Suspension and Termination) below;
Impose any restrictions on the use of the Tazapay Services on any Account Holder;
Pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; and
Any other recourse as Tazapay deems fit.
In order to be eligible to access, offer, or otherwise use the Tazapay Services, acting as or on behalf of an Account Holder, you hereby:
represent and warrant that you are a Corporation duly incorporated according to the Applicable Law.
represent that your User has full authority to legally bind the Account Holder to this Agreement;
represent and warrant that all your Users have read, understood, and accepted the User Terms.
agree to comply with and be bound by the Acceptable Use Policy, Privacy Policy, User Terms, or other policy as may be mandated by Tazapay.
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:
You acknowledge that if you provide such access to a User, Tazapay will deal with such a User as if they were you for the purposes of this Agreement including any conduct related to money held in the Tazapay Account or other instructions, such as executing Transactions.
You will be bound by anything done by any User, even if they do something that is outside the scope of the authority you gave them.
You acknowledge that Tazapay will not be liable for any verification of the authority of your Users to act on behalf of the Account Holder.
You also acknowledge that we may disclose certain information about your profile or Account to any User and that we are not responsible for your User's use of that information.
Granting permission to any User does not relieve you of your responsibilities under this Agreement, including notifying us if your Tazapay Account has been compromised or if a Transaction is suspected to be incorrect or unauthorised.
Disputes between you and a User relating to your Account or our Services are a matter between you and the User. Tazapay is not a party to any claim or dispute between you and your Users.
Security. You shall bear responsibility for maintaining 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 permit the sharing or reuse of credentials and shall implement internal controls to restrict access to authorised persons only. Tazapay shall not be liable for any loss arising from the Account Holder's failure to secure credentials or supervise its Users.
Prohibition on Masquerading. You understand that "masquerading" is prohibited, including acts of impersonation, imitation or presentation as another Account Holder or 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.
You have read, understood, and agree that you and your Users are bound by Tazapay's Acceptable Use Policy. You hereby understand and agree to the following:
to use the Service only for its intended purpose, as stipulated in the relevant Service Appendices.
Tazapay shall not allow the Tazapay Services to be used by Account Holders belonging to, nor will it allow use of the Tazapay Services in connection with, Prohibited Industries or Sanctioned Countries.
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, ensure your Users always comply with this Agreement.
not perform or allow to be performed any actions detrimental to the security, integrity, or performance of the Service or API Connection.
that Tazapay shall have the right to levy assessments of liquidated damages ("Assessments") (in accordance with the Fees & Assessments Schedule A or otherwise agreed upon in writing), suspend, or terminate all or part of the Tazapay Services, or Tazapay Account, as a result of any violation of our AUP.
Your Platform, Accounts and Transactions shall be continuously monitored for permitted use and risks and you shall have the obligation to provide such information as requested from Tazapay from time to time to establish your compliance with this Agreement and the AUP, in accordance with section 7.6 below. Tazapay shall have the right to determine, at its sole discretion and based on your responses to applicable RFIs, whether you have violated our AUP.
Tazapay may deny the Tazapay Service or suspend your Account if it cannot or does not meet Compliance requirements.
Tazapay may require your Platform to place a reserve with Tazapay, suspend the Platform and block its money available with Tazapay, suspend or deny the Service to the Platform and the relevant Accounts, and take any necessary action, to mitigate or prevent risks from the Transactions.
You acknowledge and understand that at the point of signup, and on an ongoing basis, Tazapay and any Account Holders or Users it provides its services to may be subjected to certain requirements imposed by Applicable Law that govern, are related to, or are similar to AML/CFT, KYC, KYB and CDD.
You understand and agree that Account Holders are responsible for conducting due diligence procedures in compliance with the Applicable Laws, including seeking the assistance of qualified service providers where required or permitted by the Applicable Laws.
Account Holders understand and agree that they and their Users are responsible for their compliance with CDD measures that Tazapay may conduct prior or during the provision of any Services to the Account Holder, in particular those necessary for the Account Holder to continue to maintain an Account. The Account Holder further understands that Tazapay may further conduct additional verification measures at their sole discretion.
Tazapay may delay processing a Transaction in certain situations, including if we need to confirm that the Transaction has been authorised by you, because of verification checks or due diligence reviews, or if other payments to your Account have been reversed (for example, because of a Chargeback or Reversal). The Account Holder hereby understands and agrees that Tazapay shall not be responsible for any Losses resulting from or arising in relation to such delays.
For a given Transaction, Tazapay has the right to decline Payment, hold Payment, reverse Payment within 180 days from the Payment, or ask for proof of identity in the event that Tazapay is suspicious or becomes aware of suspicious activity relating to the Transaction, or where Tazapay is required to do so by law or court order.
Tazapay may issue an RFI to an Account Holder with respect to the Account Holder's use of their Tazapay Account, their use of the Tazapay Services, any Transaction processed in connection with their Tazapay Account, or any other reason Tazapay deems fit. The Account Holder shall be required to respond to such RFIs no later than (5) business days from after it is raised by Tazapay. Failure to respond to an RFI within this timeframe, or responses lacking sufficient clarity (to be determined at Tazapay's sole discretion based on the information provided), may result in the suspension or termination of all or part of the Tazapay Services or Tazapay Account used by the Account Holder.
You are under a general obligation to pay all fees and assessments as they accrue to you or your Account, according to the Fees and Assessments Schedule A. Tazapay will notify you in accordance with section 23 (Communications and Notices) below when fees and Assessments become payable. Tazapay will be entitled to suspend access to and use of any Tazapay Service in the event that Account Holder fails to make payment of Fees and Assessments in a timely manner. This obligation to pay fees and Assessments shall survive termination or expiry of this Agreement for any fees and Assessments accrued prior to, or arising in connection with, such termination or expiry.
The Fees are as listed on the Fees and Assessments Schedule A, unless you and Tazapay otherwise agree in writing. For the avoidance of doubt, any reference in this Agreement to the Fees and Assessments Schedule A shall also refer to any applicable variation thereto as agreed in writing. Tazapay shall provide you with reasonable notice of any increase or material structural change to the Fees. Unless you and Tazapay otherwise agree in writing or if Applicable Law requires, payment obligations are non-cancellable and fees paid are non-refundable.
You must pay, or ensure that Tazapay is able to collect, fees, taxes, chargebacks, Assessments, Reserves and other amounts Account Holder owes to Tazapay under this Agreement, or under any other agreement with a Tazapay Entity, when due.
Tazapay may collect all amounts owed by you, including costs incurred for which you are held liable (such as rectification of erroneous payments), by deducting them from your Account balance or invoicing you for those amounts.
If a Tazapay Entity is unable to collect any amounts due by you to a Tazapay Entity, or if your Account balance is negative or does not contain money sufficient to pay the amounts due by you to us, then Tazapay or our Affiliate may, to the extent Applicable Law permits, deduct, recoup or setoff these amounts from any of the following:
if established and applicable, a Reserve of any of your Affiliate Entities;
money payable by Tazapay to you;
your Account balance;
your Bank Account (if any); and
your backup Payment Method.
If the currency of the amount being deducted is different from the currency of the amount Account Holder owes, we may deduct an amount equal to the amount owed (using our conversion rate), together with the fees Tazapay incurs in making the conversion.
If Tazapay believes it transferred money to Account Holder in error, we may deduct, recoup or setoff those monies in accordance with these Terms.
Fee Waivers. Tazapay may offer a Tazapay Service without charge, or waive a fee for that Tazapay Service, and may start charging a fee for that Tazapay Service upon at least 30 days' notice (or longer period if Applicable Law requires) to you.
Free Trials. Tazapay may make certain Tazapay Services available to Account Holder on a trial basis free of charge until the expiration or termination of the free trial, at which point the Fees stated on the Fees and Assessments Schedule A will apply.
Fee Credits. If you receive a Fee Credit, then the Tazapay Fee Credit Terms apply to the Fee Credit.
Fees exclude all taxes, except as the Fees and Assessments Schedule A, or other documents expressly state to the contrary.
You possess sole responsibility and liability for:
determining which, if any, taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Tazapay Services; and
assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities.
Account Holders from the jurisdictions of Brazil, Vietnam, and India may be eligible for assistance with certain tax filing and collection.
If Tazapay is required by Applicable Law to collect or withhold any Taxes, Tazapay may deduct those Taxes from the amount otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying such Taxes, or are otherwise eligible to pay a reduced rate on those Taxes, you may provide to us a copy of the original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case we will not deduct the Taxes that certificate covers.
You must provide accurate information regarding your tax affairs as Tazapay reasonably requests, and must promptly notify us if any information that we prepopulate is inaccurate or incomplete. Tazapay may send documents to Account Holder and taxing authorities for Transactions processed using the Tazapay Services; specifically, we may be required under Applicable Law to file periodic informational returns with taxing authorities related to your use of the Services. You agree that Tazapay may send tax-related information electronically to you.
Account Holders must maintain at least one or more valid bank accounts with Tazapay in such form and with such details as may be prescribed or approved by Tazapay. This bank account shall be maintained to enable initiation and completion of period settlements, including the crediting and debiting of funds in connection with transactions, fees, charges, or any other amounts payable by the Account Holder, to facilitate transparency, traceability, and auditability of payments initiated by the Account Holder, including the clear identification of payment origin, destination, and purpose in accordance with Applicable Laws.
The Account Holder represents and warrants that it is the lawful and authorised owner or controller of each bank account and shall promptly notify Tazapay of any changes to the relevant bank account details. The Account Holder shall be responsible for informing Tazapay of any change in the relevant bank account details within 30 days of such a change.
Until Tazapay has been notified of such change and has had a reasonable opportunity to act on it, Tazapay shall be entitled to continue to process any transfer Instruction to the Beneficiary's bank account. Tazapay shall not be liable for any losses arising from any Transfer Instruction due to incorrect or incomplete details provided by the Account Holder or the Account Holder's failure to inform Tazapay in advance of any change to the Beneficiary's bank account.
Without limiting section 8.3 of these General (Account Holder) Terms, you authorise Tazapay to debit and credit each bank account belonging to the corresponding Account Holder without separate notice and to collect amounts Account Holder owes under this Agreement. If Tazapay is unable to collect those amounts by debiting the corresponding bank account, the Account Holder shall be deemed to immediately grant to Tazapay a new, original authorization to debit its bank account without notice. Tazapay may rely on this authorisation to make one or more attempts to collect all or a subset of the amounts owed.
Account Holder's authorisation under this section will remain in full force and effect until all fees and other amounts you owe under this Agreement are paid, whichever occurs later. Where the applicable debit scheme authorisation rules grant Account Holder the right to revoke Account Holder's debit authorisation, then to the extent permittable by Applicable Law, the Account Holder waives that right.
If the Account Holder's Available Balance becomes negative for any reason (including Tazapay paying out funds to, or on behalf of, the Account Holder exceeding the Account Holder's Available Balance, Tazapay not receiving cleared and unconditional funds in full from a Customer, any unpaid Fees, or any other reason whatsoever):
Tazapay may deduct such amount from any funds subsequently received on behalf of the Account Holder or any Available Balance or any other amount held by Tazapay on behalf of the Account Holder or an Affiliate of the Account Holder or owed by Tazapay to the Account Holder or an Affiliate of the Account Holder, or held by an Affiliate of Tazapay on behalf of the Account Holder or an Affiliate of the Account Holder or owed by an Affiliate of Tazapay to the Account Holder or an Affiliate of the Account Holder under this Agreement, any Affiliate Agreement or any other agreement, or any Reserves or security; or
the Account Holder shall on demand transfer an amount equal to the Account Holder's negative Available Balance to a bank account notified by Tazapay.
Account Holder must reconcile each and every Net Settlement Amount to ensure its accuracy and completeness. If you have any concerns about the Net Settlement Amounts, you must submit a written request within seven (7) Business Days of Settlement. Otherwise, except as expressly provided in this Agreement, you will be deemed to have accepted the Net Settlement Amount as being correct, and you may not raise any objections with respect to it.
Notwithstanding section 8.10.1 above, if a Net Settlement Amount is incorrectly inflated, we may subtract the erroneous amount from funds subsequently referred for Settlement or from your Tazapay Account. In addition, we may claim immediate repayment of any such amounts or any other claim to which we are entitled against you if your funds pending Settlement or your Tazapay Account are insufficient to cover the shortfall.
Tazapay may, at any time and in its sole and absolute discretion, establish and maintain a specified amount of cash or equivalent liquid asset that Tazapay deems necessary to manage actual or potential risk related to your Transactions (hereinafter referred to as a "Reserve").
A Reserve may be required at the time of onboarding or imposed at any time thereafter, and may take the form of a fixed reserve amount, a rolling reserve calculated as a percentage of Transaction volume, or any other structure reasonably determined by us. Tazapay will notify the Account Holder of the terms on which the Reserve is held.
The Reserve will be held by Tazapay and may be used to offset amounts owed to Tazapay Entities in accordance with the Terms. You acknowledge that Tazapay has sole control over the Reserve and that you possess no legal or equitable right or interest in any earnings generated by any Reserve, and are not entitled to draw money from any Reserve. We will release to you any money forming part of the Reserve only if, and to the extent that, we are satisfied that the relevant risk exposure has been mitigated, or 180 days from the imposition of the Reserve, whichever is earlier. This section does not limit Tazapay's other rights or remedies under the Terms.
Tazapay may change the Reserve terms if it believes that there is, or is likely to be, a change in the underlying risk presented by the Account Holder's use of the Services; or as a Service Provider requires.
Tazapay may fund and replenish the Reserve through any or all of the following methods:
Using money Account Holder provides upon our request;
Deducting money from your backup Payment Method;
Using money that Tazapay owes to an Account Holder for Transactions that the Account Holder accepts through the Tazapay Services; or
Debiting the Account Holder Account or Bank Accounts.
If established and applicable, deducting from a Reserve of any of your Affiliate entities;
If Account Holder's Account balance becomes negative, then, without limiting Tazapay's other rights or remedies under this Agreement, a portion of the Reserve equal to the amount of the negative balance is automatically deemed to be applied by Tazapay to offset the negative Account balance (thereby becoming the sole property of Tazapay), and the Reserve must be promptly replenished.
Tazapay allows for balance holding in multiple currencies. However, Tazapay is not intended to be a currency trading platform. You agree that you nor your Users will not use your Account for seeking to profit from currency conversion or foreign exchange trading or other types of speculative trading, or for speculative trading purposes, conversion arbitrage, conversion options or any other activity that Tazapay determines is primarily for the purpose of gaining or making gains based on currency conversion rates.
Tazapay will determine the currency exchange rate for each Transaction in its sole discretion. Tazapay reserves the right to change the reference rate source to be used for currency conversions from time to time in line with prevailing market practices.
Tazapay may include its own markup within the currency exchange rate. With respect to any individual Transaction, Tazapay may apply a different exchange rate than the currency exchange rate when Tazapay settles the resulting money into Account Holder's Account, or when issuing Refunds.
Tazapay shall not be responsible for any Losses arising from or in relation to price volatility in the event of Refunds, in particular, where the settlement currency differs from the currency stated in the invoice. The Account Holder is responsible for determining the settlement currency and any Losses resulting from price volatility or otherwise.
Where the Account Holder conducts settlement for goods and services in a currency other than the currency invoiced for, or the Payout currency is not the same as the Wallet currency, the amount payable will be converted at the prevailing exchange rate at the clearing time of the Transaction, inclusive of spread. When paying in a currency other than the denominated currency, the applicable exchange rate will be shown at the time of the card transaction.
Supported Currencies. Tazapay may add or remove supported currencies at any time in its sole discretion without notice to Account Holder.
By engaging in Transactions involving foreign currencies or any services that require currency conversion, you acknowledge and accept the inherent risks associated with fluctuations in foreign exchange rates. These fluctuations may result in gains or Losses, and the value of the foreign currency may differ from the value at the time of Transaction initiation. Tazapay does not guarantee the availability of any specific exchange rate at any given time. You are solely responsible for any consequences arising from FX conversion, including any exchange rate differences, associated fees, or charges, and agree that Tazapay, its Affiliates, and service providers will not be held liable for any such Losses or discrepancies.
You acknowledge and agree that Tazapay does not guarantee the availability of foreign exchange conversion at any given time. FX conversion services may be delayed, suspended, or unavailable due to market conditions, liquidity constraints, regulatory restrictions, system outages, or other factors beyond Tazapay's control. In such circumstances, we may be unable to execute currency conversions, whether in whole or in part.
You understand that any inability to perform FX conversions may affect your Transactions, settlements, obligations, or account balances, and may result in financial impact or additional costs to you. The Company shall not be liable for any Losses, delays, or consequences arising from its inability to provide FX conversion services.
The settlement period for currencies can vary significantly during periods of high illiquidity due to market disruptions or a Force Majeure Event. You agree and accept that these situations are beyond the Company's control, and there will be delays in collections, conversion and settlements in such events, and that Tazapay has the right to refund the money collected from you and reverse any Transaction processed after the Force Majeure event.
Upon upload of any Account Holder-generated content, including but not limited to posts, comments, videos, and images ("AHGC"), the Account Holder 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 AHGC, including without limitation distributing part or all of such AHGC 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 APIs, dashboards, or other aspects of the Tazapay Services is protected by copyright, trademark, patent, and other laws. Except as provided by these Terms, the Account Holder may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content without the prior written consent of Tazapay.
The Account Holder 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 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 Account Holder 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 Account Holder 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 11 or if you reasonably believe that you may be a breach of this section 11.
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 Privacy Policy and Data Processing Addendum which are deemed to be part of this Agreement.
The Account Holder understands that data about the Account Holder may be disclosed to such other third parties as necessary for the purpose of providing the Account Holder with the Tazapay Services. Such disclosure and use of the Account Holder's Data may be necessary for the purposes of facilitating or enabling your use of the Tazapay Services, or compliance with local Applicable Laws, or fulfilling Compliance obligations. Tazapay may not be able to provide the Tazapay Services to you if you do not allow such disclosure, access to or use of Account Holder Data.
Where Cards are used for payment of a Transaction, the Account Holder must comply with the PCI DSS and the corresponding clauses in Appendix 1 relating to card usage.
Tazapay may share information about Account Holder's Tazapay Account with other third parties as Tazapay reasonably believes necessary to verify Account Holder's eligibility to use the Tazapay Services, establish any necessary accounts or credit with financial institutions, monitor Transactions and other activity, conduct risk management and compliance reviews, and take any other actions as may be necessary to enable Tazapay to provide the Tazapay Services to Account Holder.
Account Holder waives its right to bring any claim against Tazapay arising from Tazapay sharing information about Account Holder or Account Holder's group or Affiliate entities with Payment Method Providers and Payment Method Acquirers, including any inclusion on a terminated merchant list that results from this sharing. Tazapay may periodically review Account Holder's Tazapay Account information to verify that Account Holder is eligible to use the Tazapay Services.
"Disclosing Party" shall mean the Party disclosing Confidential Information.
"Receiving Party" shall mean the Party receiving Confidential Information.
"Confidential Information" shall include, but is 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 oral, written, graphic or electronic form:
Product description, process description, trade secret, independent research, know-how and documentation;
Computer program, software source code, technology architecture, manual, database and data analytics;
Business plan, financial information, marketing plan, implementation plan;
Data.
Confidential Information shall not include information which:
is or becomes generally available to the public other than as a result of a breach of this Agreement; or
the Receiving Party can prove is already in its possession without restriction as to use or disclosure prior to any disclosure hereunder; or
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:
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.
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.
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.
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.
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.
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.
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 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.
Both Tazapay and you shall be compliant with all Applicable Laws governing the privacy, protection, security, confidentiality, and use of Data provided, accessed or used in connection with the Tazapay Services.
As Account Holder, you accept the following obligations:
obtain all necessary consents, and authorizations, and record and manage those consents and authorizations and provide disclosures, including from and to any Users, in each case to disclose User data to Tazapay and enable us to collect, use, process, or disclose other information Account Holder provides to Tazapay or a Service Provider in connection with the Tazapay Services, including consents and authorizations for marketing and underwriting purposes; and
ensure that, to the extent any User data disclosed or made available to Tazapay or its Service Providers includes "personal data" or "personal information" as defined in the PDPA, the Account Holder has provided all necessary notices and obtained all necessary consents, authorisations, permissions and lawful bases required under Applicable Laws to enable Tazapay and its Service Providers to collect, use, process, disclose, transfer and retain such Personal Data for the purposes of providing the Tazapay Services, performing compliance, onboarding, monitoring and risk management checks, and exercising Tazapay's rights under this Agreement.
not sell, rent, or otherwise make available, or allow others to sell, rent, or otherwise make available Data for any purposes, including marketing or the issuing or offering of Tazapay Services. You will use Data related to the Tazapay Services only: (a) as expressly permitted by this Agreement or other written agreements between Tazapay and Account Holder (or their Affiliates); and (b) in compliance with the Applicable Laws.
you must not be a consumer credit reporting governmental agency or entity in a Sanctioned jurisdiction and must ensure that your data sharing under these Terms will not subject Tazapay to any Applicable Law concerning consumer credit reporting in the jurisdiction of the Applicable Law.
General. Account Holder represents and warrants that:
it has full capacity, authority to enter into and to exercise the rights and perform its obligations under these General (Account Holder) Terms.
it does hold and will maintain all relevant and/or necessary licences, permits and consents to exercise the rights and perform its obligations these General (Account Holder) Terms in connection with the Tazapay Services.
it is not facing, or about to face any Insolvency Events.
its entry into and performance of the Terms do not:
conflict with or result in the breach of or default under any provisions of the Account Holder's articles of incorporation or association, by-laws or any other constituent documents; and
conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Account Holder's business is subject to.
it will provide Tazapay with accurate, up-to-date and complete CDD information and data at all times.
As mentioned at section 4 (Eligibility and Account Creation) above, in order to be eligible to access, offer, or otherwise use the Tazapay Services, acting as or on behalf of an Account Holder, you hereby:
represent and warrant that you are a Corporation duly incorporated according to the Applicable Law.
represent and warrant that your User has full authority to legally bind the Account Holder to this Agreement;
represent and warrant that all your Users have read, understood, and accepted the User Terms.
represent and warrant that the Account Holder is solely and fully responsible for all activity that occurs in relation to this Account, regardless of whether the activity is undertaken by the Account Holder, its employees, agents, or other related third parties including but not limited to its Users.
agree to comply with and be bound by the Acceptable Use Policy, Privacy Policy, User Terms, or other policy as may be mandated by Tazapay.
Account Holder Obligations. As Account Holder, you shall:
obtain the acceptance of Tazapay's Privacy Policy and Data Processing Addendum and obtain consent to share data with Tazapay from all Users using the Tazapay Service.
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.
Tazapay's Obligations. Tazapay shall:
offer the Service on an uninterrupted basis, except during Scheduled Downtime which will be kept to a minimum and only when necessary.
always operate and maintain the API, provide uninterrupted and equitable connectivity for the Account Holder to the extent possible, except for Force Majeure or Technical Breakdown.
always conduct its business meeting Compliance requirements.
Tazapay does not represent or warrant that any or all of the Tazapay services will enable you to fulfil your obligations under law. You remain solely responsible for ensuring that you meet your legal obligations.
Mutual Obligations. Each Party shall:
cooperate and assist the other Party to meet Compliance requirements.
provide data access to each other without delay or restriction except for Force Majeure or Technical Breakdown.
implement and maintain adequate technical and organizational measures to prevent a breach of this Agreement.
immediately inform the other Party upon becoming aware of a breach of this Agreement, Force Majeure, or Technical Breakdown.
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.
Tazapay hereby warrants that Tazapay shall be responsible for hosting, maintaining the infrastructure (both software and hardware) required to provide access to, or otherwise ensuring access to the Tazapay Services. The Tazapay Services may involve being hosted on servers operated by a third-party hosting provider that meets the industry standards for security and performance.
Tazapay shall make reasonable efforts to ensure that the hosting environment complies with applicable data protection laws and regulations.
Tazapay will not be obligated to provide the Tazapay Services during the following events:
Scheduled Downtime;
unavailability caused by third‑party cloud or infrastructure providers where such parties are responsible for system availability and uptime; and
any unavailability caused in whole or in part by events beyond Tazapay's reasonable control, including without limitation any failure, outage, or delay attributable to third-party service providers (such as cloud hosting providers), internet or network service providers, payment scheme operators, or Force Majeure Events.
Tazapay will make reasonable efforts to schedule downtime during periods of low usage and will notify the Account Holder by way of email reasonably in advance of any Scheduled Downtime.
Where there is Unscheduled Downtime, Tazapay shall make reasonable efforts to respond and restore access to the Tazapay Services as soon as reasonably practicable.
Tazapay may conduct regular maintenance to ensure the proper functioning and performance of the Tazapay Services.
Tazapay may perform emergency maintenance without prior notice if required to address critical issues such as security vulnerabilities (e.g. Day 0 exploits) and/or system failures. Tazapay will make reasonable efforts to notify the Account Holder should emergency maintenance be required to be performed.
Tazapay may regularly release updates to improve the functionality and performance of the Tazapay Services. These updates will be applied automatically, and your continued use of the Tazapay Services constitutes your acceptance of these updates as part of the Account Holder's Access to the Tazapay Services.
Tazapay shall periodically obtain snapshots of the state of the Tazapay Services as part of Tazapay's business continuity plans. Tazapay shall make reasonable efforts to ensure that the backup data is adequately protected and complies with the applicable data protection laws and regulations.
Tazapay may monitor and review Account Holder's Account, User's Account, Account Holder's use of the Tazapay API, Account Holder's marketing activities, and any other information, policies and procedures or agreements, consents, and disclosures that Account Holder makes available to its Users and Customers, to ensure Account Holder's compliance with these Terms.
At our written request, you must permit and cooperate with Tazapay or its third-party auditor to audit your compliance with these Terms, which may include providing additional information upon request by Tazapay or its third-party auditor.
You agree that all relevant evidence and information, including any information which is generated within the duration of the inspection or audit, shall be preserved in its original form. You agree not to intentionally withhold, conceal, destroy, dispose of, or otherwise alter any record, document, artefact, recording, information, or other receptacle of information which may contain information pertinent to an audit or inspection.
You will notify Tazapay immediately if any relevant evidence or information is lost, corrupted, or becomes unavailable for inspection, and shall take all reasonable steps to restore or replace the record, document, artefact, recording, information, or other receptacle of information to ensure its availability for the audit or inspection.
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, a User, or unauthorised third party;
your breach of these Terms or any Applicable Laws;
any wrongful, negligent act and/or omission by you;
any fraudulent or deceptive activity in which you, a 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 Users, any Malware or Major Breach;
any Customer's claim for real or purportedly fraudulent activity;
any Customer's claim for Buyer Protection made; 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 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 the Tazapay Services available to you to the extent possible. However, we do not guarantee that Tazapay Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Tazapay Services without notice. We will not be liable to you if for any reason, including failure of a third party 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 the Tazapay 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.
In any event, Tazapay's total aggregate liability to you (in contract, tort or otherwise) arising out of or in connection with the Tazapay Services, shall not exceed the total fees actually paid by you to Tazapay for the Tazapay Services during the six (6) months immediately preceding the claim.
To the maximum extent permitted by Applicable Law, Tazapay shall not be liable (whether in tort, contract, breach of statutory duty or otherwise) under these Terms for any indirect, consequential, special, reliance, incidental, or punitive damages, lost revenue, profits, savings or goodwill, business interruption, personal injury, property damage, or loss of data, even if these Losses, damages, or costs are foreseeable, and regardless of whether a party was advised of, had reason to know, or knew of the possibility that such loss or damage may arise.
For the avoidance of doubt, to the extent permissible by Applicable Laws, this includes any loss or damages, arising from:
any use and/or access or the inability to use and/or access the Tazapay Services;
any information or data available on the Tazapay Website;
any loss or abuse or unauthorised disclosure of information; or
any system, server or connection failure, error, omission, interruption, interception, delay in operation or transmission, or computer virus.
Unlimited Liability. Unless otherwise agreed, the Terms do not operate to exclude or limit:
any liability for fraud, death, personal injury, or Losses arising from gross negligence or willful breach of this Agreement;
your indemnification obligations under section 17 (Indemnities);
your liability arising from any breach of sections 3 (Acceptance of Terms), 7 (Customer Due Diligence and Ongoing Obligations), 10 (Foreign Exchange), 11 (Intellectual Property and Licence), 14 (Representations and Warranties); or
any other liability which cannot be excluded or limited by the Applicable Law.
Unless otherwise agreed in writing, Tazapay may terminate this Agreement or close your Account at any time. Tazapay will notify you 30 days in advance in accordance with Law.
Your access to and use of any or all of the Tazapay Services, including the Account may be immediately suspended or terminated by Tazapay for reasons including, but not limited to, the following scenarios:
You have not complied with the Acceptable Use Policy;
You materially breach this Agreement or any other agreement between the parties e.g. have not met your payment obligations or fees have been unpaid for an extended period of time;
Tazapay determines that your business model has materially changed and that the business activities of you or your Users have materially changed, posing significant risk to Tazapay;
Tazapay reasonably believes that by providing the Tazapay Services to Account Holder, Tazapay or Account Holder will violate any Applicable Law or Governmental Authority requirement or directive or, if applicable, Financial Provider Terms;
Tazapay reasonably believes that an Insolvency Event occurs or is about to occur in connection with Account Holder;
Tazapay reasonably believes your activity degrades, or may degrade, the security, privacy, stability or reliability of the Tazapay Services, Tazapay Technology or any third party's system (e.g., User's involvement in a distributed denial of service attack);
Tazapay reasonably believes you are engaged in a business or activity that may be unlawful, enables or facilitates (or may enable or facilitate) illegal or prohibited transactions, may be harmful to a third party, or otherwise presents an unacceptable risk to Tazapay;
Tazapay reasonably believes your usage patterns are unusual and/or suspicious such that your activity increases, or may increase, the rate of fraud, Sanctions, or other Compliance violations that Tazapay observes;
You do not promptly respond to our request for User or Account Holder Information; or
You do not promptly update your implementation of the Tazapay Services or Tazapay Technology to the latest production version Tazapay recommends or requires.
You may terminate the account by closing your Tazapay account via the Tazapay Dashboard, or immediately upon notice to Tazapay if Tazapay materially breaches the Agreement. Tazapay shall close the Account within 30 days of such conduct, provided that all outstanding transactions have been completed and settled.
Upon termination or suspension, Tazapay shall immediately discontinue your use of and access to the Tazapay Service. Rights and obligations of each Party accrued up to the date of termination shall remain in force until discharged or determined by a Court or Tribunal. Upon request by any party, each Party shall return data, Tazapay Proprietary Materials, Confidential Information to each other, or provide a written undertaking that all such data, Tazapay Proprietary Materials or Confidential Information has been disposed.
Inactivity. If, for a period of 1 month, an Account has had no log-ins attempts, engaged in no activity, or authorised no Transactions, Tazapay may designate such an Account to be "Inactive", and where such inactivity persists for 3 consecutive months, Tazapay will automatically designate your account as "Inactive".
If Tazapay deems your Account to be an Inactive Account, we will notify you of the same in accordance with section 23 (Communications and Notices) of the General (Account Holder) Terms within seven (7) days of the review (the "Inactive Identification Notice"), and make reasonable efforts to contact you during a period of 3 months thereafter.
If your Account remains inactive for a period of 3 months after the Inactive Identification Notice, Tazapay may cease your Account's access to the Tazapay Services and apply the measures set forth in sections 20.5 and 20.6 below.
If you have a positive account balance that remains inactive for 24 consecutive months, Tazapay may be required to deliver the money to the appropriate Governmental Authority as abandoned property. However, if Applicable Law requires, Tazapay or its applicable Affiliate will attempt to notify you before doing so.
Inactive Accounts may be liable to pay a monthly maintenance fee as determined by Tazapay. This fee shall continue to be applied until:
The Account is reactivated via a formal reactivation request through the Tazapay Dashboard, subject to a further Compliance and KYB review by Tazapay; or
The Account balance reaches zero.
When the Account balance reaches zero, Tazapay may decide to close such an Account by giving seven (7) days' notice ("Inactive Termination Notice").
Accounts that have been closed due to inactivity or due to the Account balance reaching zero cannot be reactivated. Account Holder must open a new Account to continue using Tazapay's services.
Upon closure of the Account, any and all amounts owed by the Account Holder to Tazapay shall immediately become due and payable. Tazapay reserves the right to offset such amounts against any remaining balance in the Account Holder's Account and/or pursue any other legal remedies to recover such outstanding sums.
Account Holders will be required to settle all outstanding payments, including recurring payments and/or instalment payments, associated with their Account before Tazapay permanently closes the account.
Any remaining money in the Account Holder's Account, after the settlement of all outstanding payments, fees, shall be returned to the Account Holder.
Where the remaining money in the Account Holder's Account is not returned to the Account Holder and there is a dispute regarding Transactions linked to the Account Holder, Tazapay may hold such money for a period of up to 180 days or until the underlying cause of the hold is satisfactorily resolved, whichever is longer. Tazapay may release the payment earlier. However, any earlier release of payment is Tazapay's discretion.
These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of laws principles. Depending on your applicable Tazapay Contracting Entity, determined in accordance with section 2 (Definitions and Interpretations) by your Tazapay Account Country and the Tazapay Services you use, the following Regional Terms shall apply. Where more than one Tazapay Contracting Entity is applicable to you based on the Tazapay Services you use, you will be deemed to have accepted these General (Account Holder) Terms separately with each entity, with the relevant Regional Terms applicable to each acceptance, or as Tazapay may determine and inform you in writing. In the event of any inconsistency between these Terms and Conditions and the applicable Regional Terms, the Regional Terms shall prevail only to the extent necessary to comply with the Applicable Laws.
Canada. The following terms apply where your applicable Tazapay Contracting Entity is Tazapay Canada Corp.
The General (Account Holder) Terms shall be governed by and construed in accordance with the laws of British Columbia, Canada.
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 ADR Institute of British Columbia.
The place of arbitration shall be British Columbia, Canada unless otherwise agreed by the Parties.
The language of the arbitration shall be English.
The number of arbitrators shall be one.
As a holder of a PSP licence with the Bank of Canada under the RPAA, Tazapay is required to ensure that your money received by Tazapay is safeguarded in a manner prescribed by the RPAA. Tazapay shall either hold your funds in a segregated account (1) in trust in a trust account that is not used for any other purpose or (2) in an account that is not used for any other purpose and hold insurance or a guarantee in respect of the funds in an amount equal to or greater than the amount held in the Account (the "RPAA Safeguarding Account").
We will establish the RPAA Safeguarding Account at an institution that may be located outside of Canada but that is permitted by the RPAA. By agreeing to these General (Account Holder) Terms, you agree that we will establish such RPAA Safeguarding Account as a trust within the meaning of Canadian Applicable Laws, whereby we will be the trustees and you will be the beneficiary of such account.
The RPAA Safeguarding Account is strictly segregated from, and payments made by Account Holders are not commingled with, Tazapay's operational money. Money in the Safeguarding Account is not a deposit within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and is not insured under this Act or any other legislation. Any interest accrued on the money in the RPAA Safeguarding Account is not due to you.
Account providers holding your funds shall have no right of set-off or compensation in respect of the funds held in the RPAA Safeguarding Account. However, Tazapay shall have a right to set-off any amounts in your RPAA Safeguarding Account against any undisputed amounts payable by you to us.
Subject to Tazapay's use of Service Providers in the delivery of the Tazapay Services, there may be instances wherein, notwithstanding Tazapay's best efforts, it is not feasible for Tazapay to safeguard your funds immediately upon receipt, such as where Tazapay Services involve period settlement by Service Providers facilitating merchant acquisition services. Notwithstanding the foregoing, such funds will nevertheless be safeguarded before the end of the next Business Day following receipt.
In the unlikely event of Tazapay's insolvency (as defined in the RPAA regulations), the money in the RPAA Safeguarding Account or the proceeds from the insurance or guarantee of such Account cannot be used for payment of our debts, will not form a part of Tazapay's estate, will be payable for your benefit as soon as feasible, and will survive Tazapay's insolvency as well as any compromise or arrangement with creditors and any extinguishment of our obligations to Account Holders and Customers.
Notwithstanding anything to the contrary in this Agreement, if we receive your funds with instructions for immediate transfer, such funds remain "in transit" rather than being "held", so the safeguarding obligations as set out in this section shall not apply. Further, notwithstanding anything to the contrary in this Agreement, safeguarding obligations as set out in this section shall not apply to Virtual Assets.
Incident Notification. We will notify you if you are materially affected by an incident in situations that include, without limitation, an incident where your funds held by us have become unrecoverably lost or permanently unavailable before you can withdraw or transfer such funds. We will provide you with notice, using the most recent contact information you provided to us or through publishing a notice on our website in accordance with Section 23 below, if we do not have contact information for every materially affected Account Holder or Customer, without delay, no later than 48 hours after determining that the incident is material.
Tazapay Canada Corp. may engage third parties, including its affiliates, to act on its behalf as an agent or mandatary. An agent or mandatary is an individual or entity that performs retail payment activities or other services within the scope of its authority as the representative of a PSP. Tazapay Canada Corp. may use agents or mandataries for purposes that include, without limitation, conducting AML / CFT, KYC, KYB, and CDD activities and Sanctions obligations and holding and safeguarding Customer or Account Holder funds. If Tazapay Canada Corp. is your contracting entity, Tazapay Canada Corp. will be the main contracting entity both for Services provided under these General (Account Holder) Terms and Conditions and any applicable Appendix. Tazapay Pte. Ltd. (Singapore) or another Affiliate of Tazapay may be an additional contracting entity in its capacity as agent or mandatary of Tazapay Canada Corp.
Singapore. The following terms apply where your applicable Tazapay Contracting Entity is Tazapay Pte. Ltd.
The General (Account Holder) 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 resolved and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC (the "SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore.
The Tribunal shall consist of one (1) arbitrator who shall be appointed by the Chairman of the SIAC.
The language of the arbitration shall be English.
The law governing this arbitration agreement shall be the law of the Republic of Singapore.
The place of arbitration shall be in Singapore, unless otherwise agreed by the Parties;
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.
As a holder of a major payment institution licence, Tazapay is required to ensure that your money received by Tazapay is safeguarded in a manner prescribed by the Applicable Law. Tazapay shall either use a designated omnibus client money trust account held with a Singapore local safeguarding institution pursuant to the Payment Services Act 2019 ("PSA") and Payment Services Regulations 2019 ("PSR") for the purpose of safeguarding your money ("Trust Account"); or use a designated omnibus client money account held with a Singapore local safeguarding institution pursuant to the PSA and PSR for the purpose of safeguarding your money ("Non-Trust Segregated Client Money Account").
Where Tazapay uses a Non-Trust Segregated Client Money Account, Tazapay shall safeguard your money by way of an undertaking from the safeguarding institution, to be fully liable to Tazapay Account Holders for the relevant money, pursuant to section 23(2)(a) of the PSA.
The Trust Account or Non-Trust Segregated Client Money Account (each a "Safeguarding Account") is strictly segregated from, and payments made by Account Holders are not commingled with, Tazapay's operational money. Money in the Safeguarding Account is not insured by any deposit protection scheme, including the Deposit Insurance Scheme established under the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of Singapore, and any interest accrued on the money in the Safeguarding Account is not due to you.
In the unlikely event of Tazapay's insolvency, the money in the Safeguarding Account cannot be used for payment of our debts and will be disbursed out in accordance to payment records made by Account Holders.
Where your monies held in the Account are held in currencies other than SGD, we will use the Tazapay-determined FX rate to determine the SGD equivalent amount to be paid to you on the day when pay-out instruction is given. Please note that you may not get all your money back in SGD equivalent if (i) the money in the dedicated and segregated accounts held by us with the safeguarding institution are insufficient to meet the pay-out instruction; or (ii) if the safeguarding institution becomes insolvent.
Notwithstanding anything to the contrary in this Agreement, the safeguarding obligations as set out in this section shall not apply with respect to any money or assets where the conditions as set out in section 32 of the PSR are satisfied. Safeguarding obligations shall also not apply where (a) the money is held with respect to e-money issued that does not constitute "specified e-money" as defined under the PSA, or where such money does not constitute "relevant money" as defined in the PSA.
Notice for non-Singapore residents (regarding e-money issued that does not constitute "specified e-money" as defined under the PSA). Tazapay Pte. Ltd. is licensed by the Monetary Authority of Singapore to provide e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to Tazapay Pte. Ltd. if Tazapay Pte. Ltd.'s business fails.
To the extent permitted by Applicable Law, where safeguarding obligations do not apply, Tazapay may nevertheless hold your money in client accounts with financial institutions, which will be disclosed to you by Tazapay. Such accounts are strictly segregated from, and payments made by you are not commingled with, Tazapay's operational money. Money in such accounts will not be insured by any deposit protection scheme under applicable laws, and any interest accrued on the money shall not be due to you.
Tazapay Help Centre. The Tazapay Help Centre is a web-based interface that provides additional information and frequently asked questions about Tazapay, the Tazapay Website, and the Tazapay Services, which may be amended by us from time to time. Should you have any general queries, please first refer to the Tazapay Help Centre.
If you are unable to resolve a query through the Tazapay Help Centre, such as any dispute, chargeback or refund related to a Transaction, please contact our customer support team by sending an email and the customer service support team will provide a response to your query as soon as reasonably practicable:
Email: [email protected]
We value your relationship with us, and we strive to provide you with the best possible service. We encourage you to provide feedback on any aspect of the Tazapay Services. You acknowledge that the feedback is provided voluntarily, and that Tazapay has no obligation to use any of the feedback.
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 email or via the Tazapay dashboard 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.
Tazapay shall provide reasonable notice of minor changes to the Tazapay Services to Account Holder through the Tazapay dashboard and email. Any material changes to this Agreement, including changes to fees, liability, and regulatory duties, will be notified to the Account Holder through a tick-box upon next login or before the next Transaction is initiated. It will be mandatory for the Account Holder to indicate their acceptance of the change by clicking the tick-box. In any case, continued use of the Tazapay Services shall always be deemed to be acceptance and ratification of any new changes.
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.
Account Holder represents and warrants that it possesses and has implemented policies and controls Compliant with all applicable anti-bribery, anti-corruption, sanctions, AML/CFT laws and regulations under the Applicable Law.
Sanctions. Account Holder is responsible for implementing adequate Sanctions controls applicable to its entity and platform, which may include transaction monitoring, KYC, screening, and reporting processes. Account Holder will not be permitted to use the Tazapay Services for or in connection with any unlawful purpose or activity that would violate any applicable sanctions regime, including sanctions imposed by the United Nations, the United States, the United Kingdom, the European Union, the FATF, Canadian, or Singaporean authorities.
Anti-Bribery. Account Holder shall have in place, maintain, and implement an internal Conflicts of Interest policy. The policy should ensure compliance with the Applicable Law, including but not limited to, the prohibition of any offer, promise, authorisation, payment, gift or other thing of value to any person or securing any improper advantage for the purpose of improperly influencing any act or decision, and the consequences for such actions. The Account Holder shall update such internal policies and procedures designed to prevent such bribery, corruption on a periodic basis.
Anti-Money Laundering. Account Holder shall be responsible for possessing and implementing robust AML/CFT practices, governance, and controls in compliance with the applicable AML/CFT regime under the Applicable Law, including but not limited to, conducting customer due diligence, ongoing monitoring, transaction monitoring, and suspicious transaction reporting. Account Holder will keep Tazapay informed of any significant changes to Account Holder's rights and liabilities in relation to such controls.
Account Holder shall promptly notify Tazapay if it becomes aware of any actual or suspected breach of this clause. Tazapay may request information reasonably required to verify compliance and the Account Holder shall provide such information without undue delay.
Tazapay may suspend or terminate the Services immediately if it forms the view that the Account Holder has breached this clause or that the Account Holder's activities present a sanctions, bribery, corruption, money-laundering, terrorism financing, or other financial crime risk. Tazapay will not be held liable for any Losses incurred by the Account Holder as a result of their compliance or non-compliance with such sanctions, anti-bribery, anti-corruption, or anti-money laundering laws.
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 Terms without restriction.
Tazapay may, without consent of the Account Holder, delegate, subcontract or otherwise outsource the performance of any part of its obligations in connection with the provision of the Tazapay Services to any related entity and/or third party service provider provided that such delegation, subcontracting or outsourcing shall not operate as an assignment or novation of this Agreement, and Tazapay remains fully responsible for the performance of the Tazapay Services in accordance with this Agreement.
The Account Holder may assign this Agreement in its entirety to a successor resulting from a merger, acquisition or sale of all your assets or voting securities, provided that you will provide Tazapay with prompt written notice of such assignment and the assignee agrees in writing to assume all obligations under this Agreement and complies with Tazapay's procedural and documentation requirements to give effect to the assignment.
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.
"Force Majeure Event" has the same meaning given to it in section 2 (Definitions and Interpretation) of these Terms.
Neither party shall be liable for any failure or delay in performing any of its obligations under this Agreement (except for payment of fees) for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.
The affected party shall promptly notify the other party in writing of the start of the Force Majeure Event (and in any case, no later than ten (10) days of becoming aware of the Force Majeure Event) and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.
Entire Agreement. This Agreement, the applicable Appendices, the AUP and other policies or terms referenced in this Agreement and any subsequent amendments to them constitute the entire agreement between you and Tazapay.
Waiver. No failure or delay of Tazapay to exercise or enforce any right or provision of these Terms shall constitute a waiver of such right or provision, or operate so as to bar the exercise or enforcement thereof at any subsequent time. 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. Any waiver of any right arising from a breach or non-performance of the Terms or arising upon default under the Terms granted to you shall be null and void unless made in writing and signed by the Company.
Severability. If any provision of the Terms is rendered void, invalid, illegal, unlawful or unenforceable under the Applicable Law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective 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 the Terms.
No person or entity apart from an Account Holder, or a Nominee or Assign of an Account Holder, who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 2001 or other Applicable Law to enforce these Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. (except as expressly described in these Terms).
For the avoidance of doubt, any amendments to this Agreement in accordance with the provisions herein shall not require any consent from any individual and/or entity who is not a party to the Terms.
Nothing in this section 28 shall affect the rights of any permitted assignee or transferee under the Terms.
