1 INTRODUCTION, SCOPE, AND PARTIES
1.3 The Customerís business payment account (the ìBusiness Accountî), its use thereof, and related payment services are provided by PayrNet Pte. Ltd., a company incorporated in Singapore (UEN No. 201913150C) with its registered office at 160 Robinson Road #14-04 Singapore 068914 (hereinafter referred to as ìPayrNetî).
1.4 Aspire is a technology service provider and provides various services in order to facilitate the Customerís use of their Business Account, as well as other related services associated with the Business Account.
1.7 For the use of any additionally available services of PayrNet or the integration of the services of PayrNet, as far as a separate contractual relationship of the Customer with PayrNet is required, again the respective and relevant terms & conditions of PayrNet shall apply.
1.8 For the avoidance of doubt, Aspire shall not be responsible to you for deficiencies in the provision of PayrNetís services or the manner in which these services are provided, and any direct or indirect loss or damage to you suffered as a consequence, save for where such deficiency occurs as a direct result of gross negligence or wilful misconduct on our part.
2 SUBJECT OF THESE TERMS
2.1 The subject of these Terms is the Business Account and the Aspire Business Account Services. Through Aspire, you are able to open a business payment account and access the services provided by PayrNet as well as services provided by other third parties (collectively, ìAffiliatesî) within the Website.
2.2 Aspire provides access to these business payment account services as a technical service provider on access, integrations and interfaces (including so-called APIs), which are provided by the respective institute or service providers.
3 SCOPE OF SERVICE
3.1 Aspire alone owns the Aspire Business Account Services as services of Aspire. Aspire does not conduct any banking business and does not provide any regulated banking services in Singapore within the remit of the Banking Act (Cap 19, 2008 Rev Ed).
3.2 In the context of the Aspire Business Account Services, account information, in particular, is transmitted encrypted and Aspire uses other suitable, secure procedures to enable the customer to utilise the Aspire Business Account Services.
3.3 Aspire always endeavours to ensure the unrestricted usability and availability of the Aspire Business Account Services but cannot provide an unrestricted guarantee vis-a-vis the security. If maintenance work is required and the Aspire Business Account Services are therefore temporarily unavailable, the customer will be informed in good time.
3.4 Aspire warrants to the Customer that any limitation or impairment of the Aspire Business Account Services may be outside the control of Aspire. This includes, in particular, acts of third parties who are not acting on behalf of Aspire (including PayrNet or other Affiliates or third party providers), technical conditions of the internet that cannot be influenced by Aspire, and force majeure events. The hardware and software used by the Customer as well as technical infrastructure can also influence the availability of the Aspire Business Account services. Insofar as such circumstances affect the availability or functionality of the Aspire Business Account Services, this shall have no effect on the contractual conformity of the services provided, and shall be solely attributable to the risk undertaken by the Customer.
4 BUSINESS ACCOUNT REGISTRATION AND OPENING OF THE ASPIRE BUSINESS ACCOUNT
4.1 User registration is a prerequisite for opening and using a Business Account and the Aspire Business Account Services. A bilateral contract arises as follows:
4.2 The Customer registers himself via the respective application and / or the Website as a user. The Customer must be a legal representative of the company for whom he is registering a Business Account and must provide the necessary additional information. A confirmation of the registration will be sent to the registered email address.
4.3 A contractual relationship is only concluded when the registration process is completed. The acceptance of the general terms & conditions is a condition precedent for completing the registration process successfully.
5 AUTHORITY OF ACCOUNT HOLDERS
5.1 You are authorised to:
5.1.1 open, operate and close the Business Payment Account;
5.1.2 make arrangements with Aspire concerning payments into or out of the Business Payment Accounts;
5.1.3 authorise and request Aspire to effect foreign exchange transactions for your account;
5.1.4 deposit any property with Aspire for safekeeping, have access to and reclaim any property so deposited or give Aspire instructions in relation to it;
5.1.5 execute guarantees, indemnities or other undertakings to Aspire in relation to:
5.1.6 missing documents;
5.1.7 anything else done or to be done by Aspire at your request;
5.1.8 countermand, revoke or amend any Instructions (defined in Section 6); and
5.1.9 give Aspire Instructions relating to any of the above.
6.1 ìInstructionî means a communication, including without limitation a demand for payment which (i) contains the information required by Aspire to enable Aspire to give effect to the communication; (ii) is received by Aspire in writing, by facsimile, tested or untested telex, SWIFT, telephone or via Aspireís electronic instruction system or such other means as are for the time being agreed by you and Aspire; and (iii) Aspire believes in good faith to have been given by you.
6.2 You are responsible for keeping forms and documents and for issuing Instructions in a manner so as to prevent unauthorised completion, alterations or additions.
6.3 If Aspire and you at any time agree on a security procedure to be used in relation to any category of communications, (including encryption), you shall safeguard any test keys, passwords, identification codes or other security or authentication devices, make them available only to properly authorised persons and be fully responsible for any use of such security procedure (whether authorised or unauthorised).
6.4 Nothing in this Clause E obliges Aspire to confirm Instructions which appear to Aspire acting in good faith to have been given by you.
7 AUTHORITY AND OBLIGATIONS OF ASPIRE
7.1 Aspire is authorised and agrees to accept, honour and execute each Instruction which Aspire believes in good faith to have been given by you and any other Instruction communicated by other means which Aspire receives in strict accordance with any agreed security procedure.
7.2 Aspire may at its option use any means to confirm or clarify Instructions, even if any agreed security procedure appears to have been followed. If Aspire is not satisfied with any confirmation or clarification, it may decline to honour the Instruction.
8 DEPOSITS, AVAILABILITY OF FUNDS
8.1 You undertake that you have a good title to all items presented to Aspire for deposit or for any other purposes.
8.2 Money deposited or paid into a Business Account will not be regarded until collected and irrevocable received in cleared funds.
8.3 If Aspire credits your Business Payment Account in contemplation of receiving funds for your credit and those funds are not actually received by Aspire, or on the faith of a transaction which is subsequently set aside or revoked, or if Aspire does not receive funds for your credit for value on the date advised by or on your behalf, Aspire shall be entitled to debit your Business Payment Account with the amount previously credited and/or with any other charges incurred.
8.4 Aspire reserves the right not to accept, and to return without interest to the remitter of funds, the amounts received for deposit to you on any business day, if the aggregate deposit exceeds any statutorily allowed sums.
9 ACCOUNT INFORMATION
9.1 Aspire will issue a periodic statement of account for the Business Account as agreed with you.
9.2 You shall ensure that any statements, confirmations and advices you receive from Aspire are examined within a reasonable time of receipt and, thereupon, you shall promptly notify Aspire of any mistake or discrepancy of which you become aware from such statements, confirmations and advices. Aspire shall not be responsible for your reliance on any balance, transaction or related information which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to Aspire.
10 OTHER DOCUMENTS
10.1 These Terms replace any existing agreements relating to the subject matter hereof or thereof, with effect from the date Aspire receives the relevant account opening documents.
10.2 These Terms are in addition to any future agreement between Aspire and you (including without limitation any agreement relating to the provision of specific payment services) and if there is an inconsistency between these Terms and any such other agreement, any such other agreement will prevail for the purposes of the particular account or service which is the subject of such other agreement.
11.1 Unless otherwise expressly provided, all Instructions shall continue in full force and effect until cancelled or superseded. Instructions may be reversed, amended, cancelled or revoked by you only with Aspireís consent. That consent shall not be withheld unless Aspire reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation, or Aspire has entered into other transactions or otherwise materially changed its position as a result of receiving such Instructions.
12 FEES AND CHARGES
12.1 Aspire may, at its option, invoice you or debit the Aspire Business Account for services or other out of pocket costs incurred by Aspire for your Business payment Account in accordance with its fee arrangements from time to time.
12.2 All payments to be made to Aspire shall be in full, without set off or counterclaim and free of any deductions or withholdings on account of any tax or otherwise.
13 AML AND KYC CHECKS
13.1 In order to enable us to comply with the relevant anti money laundering, counter terrorist financing laws, guidelines and regulations and the KYC and compliance requirements of our partners, Affiliates and third parties, you must provide information about, inter alia, yourself, your activities and your shareholders (ìKYC Informationî).
13.2 By accepting these Terms, you hereby warrant unconditionally that all KYC Information provided by you is correct and up to date.
13.3 You undertake to provide Aspire with written notice of any change of the KYC Information and shall on the first request by Aspire, provide such additional information and supporting documentation regarding your business and identity, as well as that of your shareholdersí as Aspire may reasonably determine is necessary to ensure compliance with the applicable laws, notices, guidelines and third party compliance needs.
13.4 By accepting these Terms, you hereby agree that Aspire may run further checks on your identity, creditworthiness and other background information by contacting and consulting relevant registries and government authorities.
14 USE OF THE ASPIRE BUSINESS ACCOUNT
14.1 You may make payments through Aspire into the Business Account via such methods as are available in the Website.
14.2 You hereby irrevocably and unconditionally agree that Aspire may verify and authorise the source of funds when you register the source of funds with Aspire and when you use the Aspire Business Account Services.
14.3 When you use the Business Account, you are authorising Aspire to act as your agent only with respect to holding, sending, or receiving available balance with PayrNet.
14.4 You agree not to use the Business Account for illegal purposes, including but not limited to the purchase of any goods or services which are prohibited under applicable laws.
14.5 We may carry out transaction verification checks, which may increase the time it takes to process your payment order. Whilst we shall always endeavour to limit such delay in processing time to no more than 1 Business Day, we cannot be responsible for any delays as a result of carrying out such checks.
14.6 All transactions processed by the Aspire Business Account Services will be screened for fraud. Aspire does not guarantee the prevention of fraudulent transactions, nor against resulting charges or fines.
14.7 If Aspire detects any unusual or suspicious activities on the use of your Business Account, we reserve the right to suspend your access to the Business Account until we can investigate the activities.
15 VALIDITY, REPLACEMENT AND REFUND
15.1 Unless terminated or cancelled, the Business Account shall be valid for a period of time to be determined by Aspire.
15.2 Inactive business account: Where no payment transactions are made on a Business Account for a continuous period of time and there is a balance in the Business Account, we may notify you and give you the option of continuing to have the Business Account operational.
16.1 You hereby agree to pay or reimburse Aspire for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses in connection with them) in connection with the Business Accounts (including payments or receipts to the Business Accounts), however denominated, as may be in force and in connection with any future taxes that may be introduced at any time.
17 PRIVACY AND DATA RETRIEVAL
17.2 Aspire is required to comply with all applicable laws, regulations, notices and guidelines issued by the Singapore government and regulatory authorities, including, but not limited to, the Payment Services Act (No. 2 of 2019) and in accordance with the relevant laws, regulations, notices and guidelines, you may be required to provide through either the Website or through the MyInfo service, any and all relevant data necessary to allow Aspire to establish and verify your identity, as well as the identity of all beneficial owners, directors or individuals with executive authority and individuals authorised to open and operate the Business Account) at the time of opening of the Business Account and on an ongoing basis thereafter.
17.3 Aspire may, from time to time, request that you provide such data and updates to such data for the purpose of ensuring that Aspire is regulatorily compliant with applicable laws, regulations, notices and guidelines that may be in force. Further, Aspire may from time to time share such data with its Affiliates and third party partners. Aspire may also relate your data and your transactions to the Monetary Authority of Singapore and any such government or regulatory authority as may be required under any applicable laws, regulations, notices and guidelines.
17.4 You hereby irrevocably and unconditionally agree that Aspire may collect and use such data for such purposes as are articulated in Cl 18.4.
17.5 In the event that any technical or legal conditions change, Aspire hereby reserves the unconditional right to change its policies related to privacy and data retrieval described herein this Agreement.
18 REPRESENTATIONS & WARRANTIES
18.1 By agreeing to these Terms, you expressly represent and warrant that you are legally entitled to accept and agree to these Terms. You represent and warrant that you have the legal right, authority and capacity to use the Business Account and abide by the Terms. You further confirm that all the information provided by you is true and factual.
18.2 By using the Website, you agree that:
18.2.1 You will only use the Business Account for lawful purposes;
18.2.2 You will only use the Business Account for the purpose for which it is intended to be used;
18.2.3 You will not impair the proper operation of the Website and the Websiteís systems;
18.2.4 You will not try to harm the Business Account in any way whatsoever;
18.2.5 You will not copy, or distribute the Business Account or other content;
18.2.6 You will keep secure and confidential your Business Account password or any identification we provide you which allows access to the Business Account;
18.2.7 You will provide us with proof of identity as may reasonably be requested or required;
18.2.8 You agree to provide accurate, current and complete information as required for the Business Account and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of these Terms. You agree that we may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, we retain the right to terminate these Terms and your use of the Business Account at any time with or without notice;
18.2.9 You will only use an access point or device which you are authorised to use to access the Business Account;
18.2.10 You shall not used any means to defraud Aspire or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by Aspire to encourage new subscription or usage of the Business Account by new or existing customers;
18.2.11 You agree that the Business Account is provided on a reasonable effort basis.
19 ACCEPTABLE USE
19.1 By accepting these Terms, you hereby agree to assume full legal responsibility and liability for all loss and damage suffered by you, Aspire or any other third party as a result of a breach of these Terms.
19.2 You agree not to use the Business Account or the Aspire Business Account Services in any way that violates any law, statute, ordinance or regulations.
19.3 If Aspire suspects the use of the Business Account or the Aspire Business Account Services violates the acceptable use terms of these Terms, we reserve the unilateral right to suspend your Business Account indefinitely.
20 PROPERTY RIGHTS
20.1 The property rights in the Website, and other materials and all other intellectual property rights related to the Aspire Business Account Services are owned by Aspire and its licensors. These Terms does not transfer any intellectual property rights with respect thereto and only provides you with a limited, non-exclusive and non-transferable licence to use the Business Account and all other materials made available by Aspire solely for the purpose of using the Aspire Business Account Services in accordance with these Terms and the applicable use instructions communicated to you via the Website from time to time.
21.1 All information relating to Aspire and/or its Affiliates, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (ìConfidential Informationî). Each party to these Terms remains the owner of all the data made available to the other party. You hereby acknowledge that any information provided by Aspire on the Business Account and the Aspire Business Account Services, including any correspondence thereto, are considered Confidential Information.
21.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to Aspire and / or its Affiliates, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the Business Account, and not to make the Confidential Information available to any third parties without prior written consent of Aspire except where necessary for the purposes of the Aspire Business Account Services.
21.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.
21.4 This clause shall remain in effect following the termination of these Terms, regardless of the grounds for termination.
22.1 These terms are entered into for an indefinite period until terminated by either party by giving one (1) monthsí written notice to the other party.
23.1 Aspire reserves the right to terminate these Terms and terminate your use and access of the Business Account and Aspire Business Account Services immediately in part or whole in the following circumstances (which are not exhaustive):
23.2 Your activities and use of the Business Account and Aspire Business Account Services are reasonably suspected by us to be in breach of any laws, regulations, guidelines or notices;
23.3 You have materially breached any of the terms set out in these Terms;
23.4 As we may in our sole and reasonable discretion deem fit.
24.1 Aspire shall be only liable for its own acts or omissions and not for the acts or omissions of third parties or its Affiliates.
24.2 The total liability of Aspire under these terms to you is limited to an amount equal to the total of the fees paid by you to Aspire during the previous full calendar year.
24.3 Aspire shall not be liable for breach of contract, tort or under any statutory legislation for any loss of profit, business, contracts, revenues, anticipated savings or damage to name; or for any special, indirect or consequential damages.
24.4 Neither party excludes or limits its liability for gross negligence, death, fraud or personal injury.
25 INDEMNIFICATION AND FINES
25.1 You hereby agree to indemnify and hold Aspire harmless from any claim (including legal fees) brought against Aspire by any third party as a result of your breach of the terms of these Terms, your breach of any applicable laws, guidelines or regulations, your violation of any rights of any third parties, or your misuse of the Website, the Business Account and/or the Aspire Business Account Services.
25.2 This indemnity is in addition to and not in substitution for any other indemnity or right in favour of Aspire given by law or otherwise and shall not be affected or discharged by anything.
25.3.1 Subject to clause I3(b) below, Aspire shall be liable only for direct loss or damage which you suffer or incur arising from Aspireís gross negligence or wilful misconduct and shall not be liable for any other loss or damage of any nature.
25.3.2 Aspire shall not in any event be liable for loss of business or profits or goodwill or any indirect or consequential or punitive or special loss or damage, in each case whether or not reasonably foreseeable, even if Aspire had been advised of the likelihood of such loss or damage and whether arising from negligence, breach of contract or otherwise.
26 LIMITATION OF LIABILITY
26.1 Aspire makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Business Account, the Website, or the Aspire Business Account Services.
26.2 Aspire does not represent or warrant that:
26.2.1 The use of the Website, the Business Account or the Aspire Business Account Services will be secure, timely, uninterrupted or operate functionally with other operating systems or hardware;
26.2.2 The Website, Business Account or Aspire Business Account Services will meet your requirements or expectations;
26.2.3 Any stored data will be accurate, reliable or accessible;
26.2.4 The quality of any services available to you would be within your expectations or requirements; or
26.2.5 Any defects in the Website, Business Account or Aspire Business Account Services will be rectified.
26.3 All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are here excluded and disclaimed to the extent permissible under Singapore law.
27.1 You authorise Aspire to retain Affiliates and Third Party Providers and / or any other agents to perform data processing, collection and other services which Aspire considers necessary or desirable. Aspire reserves the right to modify or terminate its arrangements with its agents at any time.
27.2 Aspire agrees that information concerning the Business Account, you and transactions to be disclosed in accordance with this Clause 28 may be transmitted across national boundaries and through networks including those owned and operated by third parties.
27.3 You authorise Aspire to disclose information concerning the Business Account, transaction or you where Aspire, in its sole and reasonable discretion, thinks it appropriate to do so.
28 FORCE MAJEURE
28.1 Aspire shall have no liability for any damage, loss, expense or liability of any nature which you may suffer or incur, to the extent caused by an act of God, fire, flood, civil or labour disturbance, war or terrorism, pandemic, act of any governmental authority or any other act or threat of any authority (de jure or de facto), legal constraint, including attachments or other legal process, fraud or forgery (other than on the part of Aspire), malfunction of equipment (including, without limitation, any computer or related software), except where such malfunction is primarily attributable to Aspireís gross negligence in maintaining the equipment or software, failure of or the effect of rules or operations of any funds transfer system, inability to obtain or interruption of communications facilities, or any cause beyond the reasonable control of Aspire (including, without limitation, the non-availability of appropriate foreign exchange).
29.2 Any purported assignment by you in violation of this section shall be void.
30.1 Aspire may give notice by means of a general notice on the Website, or by electronic mail to your email address in the records of Aspire, or by written communication sent by registered mail or pre-paid post to your address in the record of Aspire. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email).
30.2 You may give notice to Aspire (such notice shall be deemed given when received by Aspire) by letter sent by courier or registered mail to Aspire using the contact details as provided in the Application.
31.2 No joint venture, partnership, employment, or agency relationship exists between you, Aspire or any Third Party Provider as a result of these Terms or use of the Services.
31.3 If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above.
31.4 The failure of Aspire to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Aspire in writing.
31.5 Aspire may vary the terms of this Agreement at any time in such manner as Aspire may choose and such changes may be notified to you by Aspire either in writing or by publication thereof or by any other means or manner as Aspire may select and such changes so notified will be binding on you, effective as of the date specified by Aspire.
31.6 If you are not agreeable to such changes, you may within 14 days after Aspire has given such notice, notify Aspire.