1 INTRODUCTION, SCOPE, AND PARTIES
1.1 The parties to this Agreement (“Agreement”) are Aspire FT Pte. Ltd. (hereinafter referred to as “Aspire”, “we” or ”us”), a private limited company incorporated in Singapore and you, the customer (“Customer”, “you” or “your”).
1.2 Consumer advisory: Aspire FT Pte. Ltd. is currently exempted from holding a licence under the Payment Services Act for the provision of Account Issuance Service, Domestic Money Transfer Service, and E-money Issuance Service for a specified period. This can be confirmed on the MAS website here.
1.3 Customers are advised to read these terms and conditions carefully before acceptance. By electronically accepting or acknowledging the terms and conditions of this Agreement on our Platform (as defined below) or by signing up for an Account (as defined below), you are deemed to have read and accepted this Agreement. If you do not agree to these terms and conditions, you should not use the Account and you should contact Aspire immediately.
1.4 The Customer’s virtual business debit account (the “Account” or “Business Account”) and related payment services are provided by PayrNet Pte. Ltd. (UEN No. 201913150C), a company incorporated in Singapore, with its registered office at 160 Robinson Road #14-04 Singapore 068914 (hereinafter referred to as “PayrNet”). PayrNet is the issuer of the Account.
1.5 Aspire is a technology service provider and provides, either directly or through intermediaries, various services to facilitate the Customer’s use of its Account on Aspire’s website and mobile application (the “Platform”). Through Aspire, you are able to open an Account and access the Aspire Business Account Services (as defined below) provided by PayrNet and/or other Affiliates (as defined below) within the Platform. 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).
1.6 We, our related entities, partners and/or vendors may (but shall not be obliged to) provide additional services in connection with the use of your Account (the “Aspire Business Account Services”), on such additional terms and conditions that we may publish on our Platform or notify you from time to time. We may withdraw or change such Aspire Business Account Services from time to time without notifying you. You are deemed to have accepted the terms and conditions governing such Aspire Business Account Services (“Specific Service Terms”) if you apply for or use such services. For example, your use of the Aspire debit card is subject to the prevailing ‘Debit Card Terms & Conditions’ (https://aspireapp.com/debit-card-terms-and-conditions). You are advised to read the relevant Specific Service Terms carefully before accepting or accessing the relevant Aspire Business Account Services. In the event of an inconsistency between this Agreement and such Specific Service Terms, the relevant Specific Service Terms shall prevail insofar as the term in question relates specifically to the Aspire Business Account Service. This Agreement covers the use of the Account. In the event of inconsistency between this Agreement and a Specific Service Term, this Agreement shall prevail with respect to the use of the Account.
2 DEFINITIONS AND INTERPRETATION
2.1 In this Agreement:
2.1.1. “Affiliate” means:
22.214.171.124. any person (individual or non-individual) in Singapore or otherwise which offers or facilitates the provision of the Account and the Aspire Business Account Services (whether independently or together with Aspire);
126.96.36.199. any person (individual or non-individual) in Singapore or otherwise to whom we outsource certain functions or activities to allow us to operate our Platform and/or provide the Account and the Aspire Business Account Services; and
188.8.131.52. any financial institution, payment intermediary, ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the processing and transmission of Instructions;
2.1.2. “Aspire Group” means Aspire and its related corporations, including any of Aspire’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situate);
2.1.3. “Authority” means any government, quasi government, administrative, regulatory or supervisory body, agency or authority, court or tribunal with jurisdiction over Aspire or its subsidiaries, holding company, affiliates or other related entities;
2.1.4. “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for business in Singapore.
2.1.5. “Instruction” means a notice, request, document or such other form of communication given by you or your representative relating to your Account or any Aspire Business Account Service (as applicable), including without limitation an authorisation or request for making a payment using funds standing to the credit of your Account, which (i) contains the information required by Aspire to enable Aspire to give effect to the communication or request; (ii) is received by Aspire in writing, by facsimile, tested or untested telex, SWIFT, telephone or via the Platform or such of electronic instruction system or such other means as may be notified to you by Aspire; and (iii) Aspire believes in good faith to have been given by you or your representative.
3 A VIRTUAL DEBIT ACCOUNT
3.1 The Account is a virtual debit account issued by PayrNet.
3.2 The balance on your Account will be reduced by the amount of each payment you authorise or make from the Account. You must not authorise or make any payment in excess of the balance of funds available on your Account.
3.3 We may decide to change your Account number(s) if we have to do so in connection with our business. However, we will tell you before we do this.
4 SECURITY AND ACCEPTABLE USE OF YOUR ACCOUNT
4.1 You are responsible for ensuring that the username and password to your Account are kept securely and that all Instructions, notices and documents provided to us are complete, accurate and properly initiated by your representatives.
4.3 You shall, under no circumstances and whether with or without your knowledge, use or allow the use of the Account to effect any transaction which would contravene the laws of any jurisdiction. You also agree not to use funds or authorise the use of funds in the Account to pay debts incurred from online gambling, wagering, betting or other unlawful activities, or in countries subject to sanctions (which mean any economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time including by (i) the Monetary Authority of Singapore; (ii) the European Union; (iii) the United Nations; (iv) the United States of America; or (v) any other relevant sanctions authorities).
4.4 You are fully responsible for ensuring that you only authorise or make payments from your Account to persons or entities in connection with commercial transactions in compliance with applicable laws and regulations. At no time and under no circumstances shall you use the Account or any Aspire Business Account Service in connection with any illegal activities including but not limited to sanctions, money-laundering, fraud and the funding of terrorist organisations. If you are in doubt as to the legality of a supply or purchase or the legality of any funds, you should not continue with, permit or facilitate such transaction.
4.5 We reserve the right to terminate, freeze, suspend or restrict your Account without any reason or notice. We may immediately terminate, freeze, suspend or restrict your Account at any time without giving you notice or without giving any reason if:
4.5.1 any law or regulation which we have to keep to makes it illegal to maintain or allow you to continue to use your Account;
we decide or have reason to suspect that the Account is being used for or in connection with any fraudulent or illegal activities or transactions (including gambling, money laundering, funding terrorism, or tax evasion);
we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or your management team or between your directors, shareholders, authorised signatories or your partners;
we receive Instructions from your representatives or any of your directors or partners (whether or not the director or partner is an authorised representative or user) which contradict your Instructions; or
4.5.5 you fail to keep to any part of this Agreement.
Where we are allowed under relevant laws and regulations, we will tell you we have terminated, froze, suspended or restricted your Account as soon as we can.
4.6 When your Account is terminated or suspended, we will automatically end all Aspire Business Account Services in connection with the Account.
5 ANTI-MONEY LAUNDERING AND KNOW-YOU-CLIENT CHECKS
5.1 In order to enable Aspire to comply with anti-money laundering and counter terrorist financing laws, guidelines and regulations and such other know-your-client and compliance requirements of Aspire’s partners and Affiliates (“KYC Requirements”), Aspire will require information about the Customer’s identity, business, directors, officers, shareholders, employees, customers, suppliers and/or sources of funds (“KYC Information”) from time to time. The Customer undertakes to:
5.1.1 on request by Aspire, promptly provide such KYC Information and such additional information and supporting documentation as Aspire may reasonably determine is necessary to ensure full compliance with all KYC Requirements; and
5.1.2 promptly provide Aspire with written notice of any change to any KYC Information and supporting documentation and evidence of any change.
5.2 The Customer warrants to Aspire that all KYC Information provided by the Customer is correct, complete, authentic and up-to-date.
5.3 By accepting these terms and conditions, you hereby agree and consent that Aspire may run further checks on your identity, creditworthiness and other background information by contacting and consulting relevant registries, credit bureaus and government authorities as Aspire may select in its sole discretion.
6.1 Any Instruction relating to the operation of your Account (including any Instructions for the debiting and crediting of your Account) must be directed to or via Aspire unless otherwise notified to you.
6.2 When you use your Account, you are authorising Aspire to act as your agent only with respect to holding, sending, or receiving funds with or via PayrNet.
6.3 You may, subject to the terms and conditions of this Agreement, give Instructions to Aspire to:
6.3.1 receive payments into or make payments out of your Account using such channels, payment gateways and methods as may be available on the Platform from time to time;
6.3.2 effect foreign currency transactions on your Account such using channels, payment gateways and methods as may be available on the Platform from time to time; and
6.3.3 accept and act on Instructions from such party, whether or not related to or employed by your company or business, relating to the operation of your Account.
In relation to the foregoing, you authorise and agree that Aspire shall be entitled to send and disclose such Instructions from you to PayrNet and such other Affiliate(s) or party(ies) for the purposes of effecting your Instructions.
6.4 You acknowledge that cross-border money transfers you wish to make from, or receive into, your Account, are subject to the applicable terms and conditions of the relevant Affiliate providing the cross-border money transfer service (see https://aspireapp.com). You are advised to read the applicable terms and conditions carefully before performing any cross-border money transfer.
6.5 Aspire shall be entitled to rely on any Instruction, notice, certificate, report or document believed by it to be genuine and correct, and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such Instruction, notice, certificate, report or document.
6.6 Notwithstanding anything else herein contained, Aspire may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. In the event that Aspire receives Instructions which, in its opinion, are unclear or conflicting or which conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action until it receives such confirmations and clarification from the Customer to its satisfaction.
6.7 We shall have the right to determine the order of priority in effecting the Instructions and any other existing arrangements which you have made with us.
7 TRANSACTION SCREENING
7.1 You agree and accept that Aspire may take such steps and require such information from you as Aspire deems necessary to:
7.1.1 verify and authorise the source of funds in your Account or to be credited to your Account;
7.1.2 verify and authorise the identity and location of the recipient of the funds to be debited from your Account; and/or
7.1.3 verify the purpose of any other transaction relating to your Account and/or the Aspire Business Account Service that you wish to use,
in each case when you operate or attempt to operate your Account and when you use any of the Aspire Business Account Services.
7.2 Any transaction screening and verification check that we (and, if applicable, any Affiliate) perform may increase the time it takes to process your Instruction. Whilst we shall endeavour to limit any such delay to no more than one (1) Business Day, you agree and accept that Aspire shall not be responsible or liable to you or any party for any losses, claims, damages, fees, costs, expenses or delays that may arise in connection with any such transaction screenings and verification checks.
8 AVAILABILITY OF FUNDS
8.1 If payment into your Account is made by any method which needs clearing and settlement, or through domestic or international transfer of funds, we do not have to credit your Account before we or PayrNet actually receive the funds. You shall not have any right to or interest in any incoming funds into your Account until we or PayrNet receive them in cleared funds.
8.2 If Aspire credits your Account in contemplation of receiving funds for your credit and those funds are not actually received by Aspire or Payrnet, or on the faith of a transaction which is subsequently set aside or revoked, or if Aspire or Payrnet 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 Account with the amount previously credited together with any other charges and fees as Aspire may impose.
8.3 Aspire reserves the right not to accept, and to return without interest to the remitter of funds, the amounts received for transfer to you, if the aggregate amount of such funds exceeds any statutorily allowed amounts or to comply with such laws, regulations, orders or guidelines issued by any Authority.
8.4 We may accept an Instruction to transfer funds between your Account and any other account belonging to you or any other person which is maintained with another entity if we have the necessary arrangements in place. We will try to process your request to transfer funds on the day we receive your Instruction or as soon as we can on the next Business Day. You are responsible for making sure you give us the correct information (including details of the person you want to transfer the funds to) so that the transfer is successful. We do not have to check any information you give us in your Instruction. We may set limits on transferring funds (for example, on the amount to be transferred or on how often you use the service).
8.5 You agree to the following:
8.5.1 You must keep enough funds in your Account to cover all payments and transfers and make sure these funds are readily available. If payments cannot be made from your Account because there are not enough funds in the Account, we may charge you a fee for the unsuccessful payment. If your Account does not have enough funds and we decide to allow a payment from your Account or for your Account to go overdrawn, you must pay all overdrawn amounts immediately, together with any interest and any other charges at our then current rates.
8.5.2 We may not allow you to transfer funds from your Account, and may not carry out any Instruction, transaction or any matter relating to your Account if:
184.108.40.206 the transaction causes you to go over the available balance of your Account;
220.127.116.11 we are not able to confirm your identity, or that of your representatives to our satisfaction;
18.104.22.168 we, acting reasonably, believe the Instruction is not genuine, clear or complete;
22.214.171.124 funds in your Account have been earmarked (set aside) for any reason, resulting in there being not enough funds to meet your Instruction; or
126.96.36.199 your Account is closed or suspended; or
188.8.131.52 we have to keep to any regulatory, legal, court or statutory requirement, request or order which relates to the following: (i) if we are told not to make the payment or allow the transfer; (ii) if we have to pay any Authority; (iii) if we have to freeze your Account; and/or (iv) if we are prevented from processing your request or Instruction.
9.1 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 Aspire’s consent. If you have given us Instructions to transfer funds from your Account in error, we will use reasonable efforts to recover the sum for you. An Instruction may not be reversed, amended, cancelled or revoked if Aspire reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation (such determination may take into account factors relating to the Affiliate(s) involved in the transaction, if applicable).
9.2 You agree that if funds are credited to your Account by mistake, we may, once we are aware of the mistake, immediately deduct the funds from your Account. You further agree that you have no claim, rights or interest to funds credited to your Account by mistake. We will tell you about the mistake and the amount we have deducted. If you have used or transferred the funds from your Account, you must return the funds to us as soon as we have told you about the mistake.
10 STANDING INSTRUCTIONS
10.1 We may, but are not obliged to, accept requests for standing instructions to transfer funds from your Account and pay it to certain billing organisations, under any terms we set and notify to you. Any standing instruction will stay in place until we receive notice of your winding-up or liquidation or notice from you to cancel the standing instruction. We may end this standing instruction arrangement at any time by telling you in writing, or without giving you notice, if a billing organisation tells us no further payment is needed. We do not need to carry out any standing instruction if the billing organisation does not accept payment in the way we require.
11 INTEREST, FEES AND CHARGES
11.1 No interest will accrue or be payable to you in respect of the amounts standing to the credit of your Account.
11.2 You must pay all fees, charges (including foreign-exchange commission or charges), costs, expenses and commissions in relation to your Account and our services at the rates which apply at that time. Foreign exchange rates and fees, if applicable to the relevant fund transfer, will be published on the Platform and be subject to change at Aspire’s discretion without prior notification to you.
11.3 Aspire may, at its option, charge you or debit your Account for services or other out of pocket costs and expenses incurred by Aspire in relation to the opening, maintenance and operation of your Account (including processing fees for fund transfers from outside of Singapore to your Account) in accordance with its fee arrangements from time to time. Such fees, if any, will be published on the Platform and be subject to change at Aspire’s discretion without prior notification to you.
11.4 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.
12 PRIVACY AND DATA RETRIEVAL
12.1 Aspire is required to comply with all applicable laws, regulations, notices and guidelines issued by relevant Authorities from time to time. In this connection, you may be required to provide, through either the Platform, electronic mail or through the ‘MyInfo’ service, relevant data necessary to allow Aspire to establish and verify your identity, as well as the identity of all beneficial owners, partners, directors or individuals with executive authority and individuals authorised to open and operate your Account. Such data will be required at the time of opening of your Account and may be required on an ongoing basis thereafter.
12.2 Where you have given us personal data, you confirm and represent to us that you have obtained the relevant individual’s express consent to share his/her personal data with us for the purposes set out in this Clause 12 (Privacy and Data Retrieval).
12.4 Without prejudice to the foregoing, you give us your consent, and authorise us, to at any time and without notice or liability, use and disclose the personal data that you give to us and any particulars of and/or otherwise relating to your Account to:
12.4.1 any Affiliate and any member of the Aspire Group and their respective agents and contractors in any jurisdiction for the purposes of fraud detection and monitoring, regulatory compliance and reporting, customer screening relating to sanctions, anti-money laundering and countering the financing of terrorism compliance processes, and monitoring credit exposures across the Aspire Group;
12.4.2 any Affiliate, payment processor, account issuer, card issuer, financial institution, payment intermediary and contractor in any jurisdiction for the purposes of (i) facilitating, effecting and/or processing your Instructions and related transactions on your Account and (ii) administering any benefit, privilege and term applicable to your Account and/or Aspire Business Account Services;
12.4.3 any Affiliate, payment processor, account issuer, card issuer, financial institution, payment intermediary and contractor in any jurisdiction which has a legitimate business purpose for obtaining such information, including offering you products or services in connection with your Account and/or any related transaction, and/or otherwise to facilitate your use of the Account and/or any Aspire Business Account Services;
12.4.4 any Affiliate and any member of the Aspire Group and their respective agents and contractors for the purposes of (i) conducting research and/or analysis relating to any product and/or service provided by Aspire or such party and (ii) improving, enhancing or developing new services or new methods of processes for business operations in relation to the Account and/or any Aspire Business Account Services;
12.4.5 any bank, credit or charge card company and merchant for the purpose of any credit or other enquiry in connection with your Account and/or any Aspire Business Account Services;
12.4.6 any person or organisation engaged by or on behalf of any member of the Aspire Group for the purpose of performance of our services or operational functions where these have been outsourced (including but not limited to fraud detection and customer screening functions);
12.4.7 any agent appointed by us for the purpose of making, printing, mailing, storing, microfilming and/or filing any personalised statement of accounts, card, label, mailer or any other document or item on which your name and/or other particulars appear, or any data, record or document, and/or otherwise to provide a service to you;
12.4.8 any information garnering or processing organisation or consultant or entity conducting surveys or analysis or research or developing system applications for Aspire or any other member of the Aspire Group;
12.4.9 the police, law enforcement agency or any public officer for the purposes of conducting an investigation into any matter relating to your Account or any Aspire Group member in any jurisdiction;
12.4.10 any government agency, authority, tribunal or court of any jurisdiction (or equivalent), in compliance with the order, notice or request of such agency, authority, tribunal or court, and/or applicable laws and regulations, and/or for commencing, defending or otherwise participating in any legal or administrative proceedings or inquiry before any court, tribunal or other agency or authority;
12.4.11 any person for the purpose of collecting or recovering on Aspire's behalf, or for securing for your benefit, or for the repayment on your behalf, any sums of money owing to Aspire by you;
12.4.12 any credit bureau of which Aspire is a member or subscriber or credit reference agents;
12.4.13 auditors and professional advisors including lawyers, insurers and receivers appointed by any member of the Aspire Group;
12.4.14 any person authorised to operate your Account and any guarantor or security provider relating to your Account and the Aspire Business Account Services you use;
12.4.15 any rating agency, business alliance partner, insurance company, insurer, insurance broker or direct or indirect provider of credit protection;
12.4.16 any person or organisation who, in the course of the sending and delivering of communication materials (including all forms of direct mailers and advertisements) from us to you or the prior preparation, sees any envelope or communication material sent by us to you, which bears our name and/or logo;
12.4.17 any person or organisation to clarify or correct any wrongful or erroneous belief, representation or allegation to any third party, whether made by you or on your behalf, both in public and in private, regarding any of the our dealings with you or otherwise in relation to our products, processes or policies, regardless of the form of media or platform which may include but is not limited to, published articles, posts, complaints or petitions; and/or
12.4.18 any person Aspire reasonably considers it in its interest to make such disclosure (and each of the foregoing persons similarly may disclose to the Aspire and to each other) in connection with its provision of its services and the enforcement of any rights and/or performance of any obligation in respect of or in connection with the Account, any Aspire Business Account Services and/or this Agreement.
12.5 You can ask us what information we hold about you and, where applicable, you can ask us to correct it if it is inaccurate or incomplete. We will need to verify your identity before we can process your request.
12.6 To submit a question or request regarding your personal data, you may contact us at 1 Syed Alwi Road, #04-04, Singapore 207628 (Attention: Data Protection Officer) or via email at firstname.lastname@example.org. We will respond to your request as soon reasonably possible within 30 days after receiving your request.
12.7 Following termination or deactivation of your Account, we may retain personal data and content for backup, archival, audit, disaster recovery, or otherwise in accordance with applicable law, regulations, guidelines and directives (for example, regulations relating to the prevention of money laundering and countering the financing of terrorism).
13 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
13.1 By applying for and using the Account, you represent, warrant and undertake to us that:
13.1.1 you have all necessary rights, authority and capacity to accept and agree to this Agreement and to use and access the Account and any related Aspire Business Account Services;
13.1.2 all information provided by you is true, accurate and complete and that we may rely on such information;
13.1.3 you will provide us with such KYC Information, certificate and document as we may reasonably request from time to time, and provide us with written notice of any changes to any KYC Information, certificate and document provided promptly upon knowledge of any such changes;
13.1.4 you will only use the Account and Aspire Business Account Services for lawful purposes;
13.1.5 you will not do anything that could impair the proper operation of the Platform and the Platform’s systems;
13.1.6 you will keep secure and confidential your Account password or any identification we provide you which allows access to the Account and any related Aspire Business Account Services;
13.1.7 you will keep your device’s browser, operating systems and anti-virus software (where applicable) up-to-date in order to ensure that your access to the Account is secure; and
13.1.8 you will only use an access point or device which you are authorised to use to access the Account and any related Aspire Business Account Services.
13.2 It is your responsibility to do the following:
13.2.1 monitor the balance of your Account and promptly report to us any unauthorised payments or transfers from your Account or of any suspicious matter to do with your Account;
13.2.2 promptly tell us in writing about any change in your postal address, phone number, fax number or email address that we use to communicate with you, or any relevant change to any of your information we have in our records (including your signature, authorised signatory and mandate). You must also send us any documents we need to support this change. We will need at least seven (7) Business Days from receiving this information to change our records, after which the updated change will apply;
13.2.3 take reasonable care and precautions and have adequate internal-control procedures and security arrangements to prevent fraud, forgery or other unauthorised use of your Account and all related Aspire Business Account Services;
13.2.4 tell us immediately if you become aware of any actual or suspected fraud, forgery or other unauthorised use of your Account or any other matter concerning your Account and all related Aspire Business Account Services that you think looks suspicious, and provide relevant information to us so that we can investigate the matter.
14 INTELLECTUAL PROPERTY RIGHTS
14.1 The intellectual property rights in the Platform and all related Aspire Business Account Services are owned by Aspire and its licensors. Nothing in this Agreement shall be interpreted or deemed to transfer to the Customer any such property rights.
14.2 The provisions of this Clause 14 (Intellectual Property Rights) shall survive the termination or expiry of this Agreement.
15.1 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 (“Confidential Information”).
15.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to Aspire and 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 Account.
15.3 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.
15.4 The provisions of this Clause 15 (Confidentiality) shall survive the termination or expiry of this Agreement .
16 TERMINATION AND SUSPENSION OF YOUR ACCOUNT
16.1 This Agreement and your Account shall remain valid until terminated by Aspire or you in accordance with the terms of this Agreement.
16.2 Aspire may terminate or suspend your Account at any time without having to give any reason or notice to you. Without prejudice to the generality of the foregoing, Aspire may terminate or suspend your Account without notice in any of the following circumstances:
16.2.2 if any information, certificate or document you provide to us is not true, accurate and complete in any respect;
16.2.3 in order for Aspire to comply with applicable law, regulation, guideline, notice, judgment or order of any court or Authority or any undertaking or agreement to which Aspire or any member of the Aspire Group is party or subject to; and/or
16.2.4 if you have breached any term of this Agreement.
We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause 16.2.
16.3 You may terminate your Account at any time by giving us Instructions to do so.
16.4 Upon the termination of your Account, any accrued liabilities and all obligations under this Agreement will remain continuing and we shall remain entitled to debit from your Account any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Account, and any other charges you owe on the Account.
16.5 The rights conferred on Aspire under this Clause 16 (Termination and Suspension of your Account) shall survive termination.
17 LIMITATION OF LIABILITY
17.1 Aspire shall not be responsible or liable in any way to you for any inconvenience, loss, damage, claim, cost or expense of any nature or embarrassment or injury suffered or incurred by you or any third party, in each case whether foreseeable or not, resulting from, arising out of or in connection with any of the following:
17.1.1 any act, omissions or delay of any Affiliate or any other third party;
17.1.2 any refusal or delay by any Affiliate or any other third party to authorise, process, facilitate or approve any transaction, funds transfer or reversal you wish to effect in connection with your Account or any Aspire Business Account Service;
17.1.3 if you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any Affiliate or any other third party;
17.1.4 Aspire is unable to perform its obligations under this Agreement due, directly or indirectly, to the failure, defect or malfunction of any machine, system of authorisation, data processing or communication system, transmission link, or any industrial dispute, war, act of God, fire, flood, civil or labour disturbance, terrorism, pandemic, act of any governmental authority or any other act or threat of any authority (de jure or de facto), fraud or forgery (other than on the part of Aspire), legal constraint, or anything outside the control of Aspire;
17.1.5 any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the Aspire's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Aspire or in connection with Aspire's business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates;
17.1.6 the unauthorised use of the Account or any Aspire Business Account Service, or any transaction effected by an unauthorised person; or
17.1.7 you failing to keep to the terms of this Agreement or in any way being involved in fraud, forgery or other unauthorised use of your Account or any Aspire Business Account Service.
17.2 Without prejudice to the generality of the provisions of this Clause 17 (Limitation of Liability), Aspire is not liable in any way to you for any loss, damage, cost or expense of any nature arising out of or in connection with your use of the Account, any Aspire Business Account Service and/or this Agreement except where (and only to the extent that) you have conclusively established in the courts of Singapore that the aforesaid has occurred as a direct result of fraud, gross negligence or willful default on our part.
17.3 Notwithstanding any provision of this Agreement to the contrary, Aspire shall not in any event be liable under any circumstances for any special, indirect, punitive or consequential loss or damages of any kind whatsoever (including but not limited to lost profits, business, goodwill, reputation or opportunity), in each howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Aspire is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust or otherwise.
17.6 The provisions of this Clause 17 (Limitation of Liability) shall survive the termination or expiry of this Agreement.
18 RECOVERY OF COSTS
18.1 Any costs, fees or expenses (including legal costs) we incur as a result of your breach of the terms of the Agreement or otherwise arising out of our enforcement of any rights under this Agreement shall be recoverable by us from you on a full indemnity basis.
18.2 Without prejudice to the foregoing, you agree to indemnify Aspire and its directors, officers, employees and agents (each an “Aspire Party” and collectively, the “Aspire Parties”) against all claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs and expenses) suffered, incurred or sustained in connection with or as a result of any of the following:
18.2.1 your use or misuse of the Account and/or Aspire Business Account Services including, without limitation, all transactions regardless of whether or not authorisation has been sought and/or given;
18.2.2 any dispute you have or may have with your directors, officers, employees, agents and beneficiaries (as may be applicable) about opening, managing, using or maintaining your Account and any Aspire Business Account Service;
18.2.3 us acting on the Instructions of your representatives which we believe in good faith to be genuine;
18.2.4 any breach of any provision of this Agreement by you or your representatives;
18.2.5 the enforcement or protection of Aspire's rights and remedies against you and/or your representatives, as applicable, under this Agreement;
18.2.6 an insufficiency of available funds in the Account to meet a request for payment of any transaction or settlement of any other liability hereunder. In this respect, Aspire may in its discretion allow the Account to be overdrawn and charge such payment or settlement to the Account together with any interest thereof as Aspire may deem fit; and/or
18.2.7 your or your representative’s violation of any applicable laws, rules or regulations, including, without limitation, any violation of applicable laws, rules, or regulations resulting from your use of the Account and/or any Aspire Business Account Service.
This Clause 18.2 shall not apply in case of any claims, demands, action, proceedings, losses, damages, costs and expenses suffered, incurred or sustained by an Aspire Party as a direct result of any fraud, gross negligence or wilful misconduct on the part of the Aspire Party.
18.3 The indemnities in this Agreement 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.
18.4 No provision of this Agreement shall require Aspire to expend or risk its own funds or otherwise incur any expense or financial liability in the performance of any of its duties hereunder, or in exercise of any of its rights or powers.
18.5 The provisions of this Clause 18 (Recovery of Costs) shall survive the termination or expiry of this Agreement.
19 SET OFF AND CONSOLIDATION
19.1 If you owe us any money, fees, interest, commission, costs, tax, charges or other amounts (whether due immediately or later), we have the right, at any time, without giving you notice, to set off and deduct from your Account the amount owed, even if this would make your Account overdrawn. To do this, we may also combine or consolidate all or any of your Accounts with us, whether your Accounts are held in your name only or jointly with others. If we need to convert currency, we will do so using our currency exchange rate in force at the time.
19.2 Aspire is entitled to apply any and all payments it receives from or for your Account in such manner and order and to such transaction as it may determine or select regardless of any specific appropriation made by you or any person making such payment(s).
20 VARIATION OF THIS AGREEMENT
20.1 We may amend, supplement, delete and/or revise any part of this Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Platform.
20.2 If you do not accept the revised terms, you have the option to close your Account before they take effect. If you retain or use the Account after Aspire has given notice of any changes in this Agreement, you are deemed to have accepted and agreed to such changes without reservation.
21.1 Aspire shall be entitled (but not obliged), at its sole discretion, to rely and act on any Instruction, communication or request which Aspire in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Platform or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Aspire pursuant thereto shall bind you.
21.2 Any Instruction, notice, certificate, report or document called for by or provided to Aspire (whether or not addressed to the Aspire) in accordance with or for the purpose of this Agreement may be relied upon by Aspire as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on the Customer, and Aspire shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Instruction, notice, certificate, report or document.
21.3 When you ask us to transfer funds, it is your responsibility to make sure that you give us complete, clear and accurate information so we can carry out your request.
21.4 Aspire shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.
21.5 Aspire may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under this Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside Singapore and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Aspire or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in this Agreement shall affect Aspire's right to serve legal process in any other manner permitted by law.
22.1 If any one or more of the provisions of this Agreement or any part thereof is declared to be illegal, invalid or unenforceable under any applicable law, it will not affect the legality, validity or enforceability of the remainder of this Agreement in such jurisdiction or the legality, validity or enforceability of this Agreement in any other jurisdiction.
22.2 The remedies under this Agreement are cumulative and are not exclusive of the remedies provided by law.
22.3 No forbearance or failure or delay by Aspire in exercising any right, power or remedy is to be deemed to be a waiver or partial waiver thereof on the part of Aspire; and no waiver by Aspire of any breach of this Agreement on your part is to be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement.
23 ASSIGNMENT AND ENCUMBRANCE
23.1 You may not assign, transfer or otherwise dispose of any of your rights, benefits or obligations under this Agreement or the Account. You may not create any security, charge or any other form of encumbrance over your Account.
23.2 We may assign or transfer to any third party (including, without limitation, to any other corporation within the Aspire Group) any of our rights, benefits and obligations under this Agreement and/or the Account without your consent or the need to provide you with any prior notice of such assignment or transfer, and you irrevocably consent to any such assignment or transfer by us.
24 CONCLUSIVENESS OF DOCUMENTS
24.1 Any Instruction or document relating to any transaction bearing your signature (physical, digital, electronic or otherwise) or authorised by you on the Platform or otherwise made with your instruction shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by you.
24.2 You shall ensure that any statements, confirmations, advices and records (“Statement”) 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 within 7 days of the date of such Statement.
24.3 Aspire shall not be responsible for your reliance on any Statement which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any Affiliate or third party to Aspire.
24.4 If you do not notify Aspire in writing of any inaccuracy or error in any Statement within 7 days of the date of such Statement, it shall constitute conclusive evidence that:
24.4.1 every transaction stated therein has been effected by you; and
24.4.2 every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein.
24.5 Nothing in this Clause 24 (Conclusiveness of Documents) shall prevent Aspire from rectifying any errors, omissions in any Statement and any such amended Statement shall be binding on you.
25 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B
25.1 A person who or which is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of this Agreement. This provision does not apply to the Aspire Parties.
26 GOVERNING LAW AND JURISDICTION
26.1 This Agreement is governed by and construed in accordance with Singapore law.
26.2 You hereby submit to the exclusive jurisdiction of the Courts of Singapore with respect to any claim or dispute concerning or arising from this Agreement or any transactions.