1 INTRODUCTION, SCOPE, AND PARTIES
1.1 The NIUM corporate debit cards are provided by Aspire FT Pte. Ltd, powered and issued by NIUM Pte. Ltd ("Aspire Cards"). The Aspire Card is a prepaid Visa co-branded corporate card issued by NIUM Pte. Ltd. (formerly known as INSTAREM Pte. Ltd.) ("NIUM"). NIUM is regulated by the Monetary Authority of Singapore under RA No. 01454 and is a major payment institution under the Payment Services Act No. 2 of 2019. Consumer Advisory – Aspire FT Pte. Ltd. is currently exempted by the Monetary Authority of Singapore from holding a payment institution licence to provide payment services under the Payment Services Act (No. 2 of 2019). Aspire FT Pte. Ltd. continues to provide such services pursuant to the Payment Services (Exemption for Specified Period) Regulations 2020. Customers are advised to carefully read the Terms & Conditions before acceptance.
1.2 These Term and Conditions ("Terms") constitute a legal agreement which apply to the entire offer within the framework of the contractual relationship between Aspire, NIUM and the Customer, and shall apply to the Customer's use of the Aspire Card and all related services (the "Aspire Card Services").
1.3 The activation of the Aspire Card constitutes your acceptance and agreement to be bound by these Terms, operation guidelines, cardholder promotional terms & conditions and any other related terms and conditions or amendments to the foregoing as may be issued by NIUM and Aspire from time to time. Your continued use of the Aspire Card after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance of the revised Terms and Conditions.
1.4 For the avoidance of doubt, Aspire shall not be responsible to you for deficiencies in the provision of NIUM’s services or the manner in which these services are provided in relation to the Aspire Card and Aspire Card Services, 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.
2.1 ACCOUNT means each and any of your accounts maintained with Aspire which you have designated as the account for the settlement of transactions;
2.2 AGREEMENT means this agreement as may be varied from time to time;
2.3 ASPIRE means Aspire FT Pte Ltd, its successors and assigns;
2.4 CARD means an Aspire debit card powered and issued by NIUM pursuant to this Agreement and any substitution, replacement or renewal thereof;
2.5 CARD LIMITS has the meaning as defined in Clause 5;
2.6 COSTS include costs, charges, and expenses including legal costs (on a full indemnity basis);
2.7 NETWORK means a major national or international network such as American Express, Mastercard, Visa, RuPay, JCB, Discover, UnionPay or any other global or local network that switches transactions between merchants and users according to its own standards and protocols;
2.8 NIUM means NIUM Pte Ltd., its successors and assigns;
2.9 PARTIES means you, NIUM and Aspire;
2.10 PIN means any personal identification number, password, login identification number, customer identification number, electronic identification signatures or codes chosen by or issued to you;
2.11 SERVICES refers to any services Aspire may provide to you including but not limited to card services, call centre services, electronic or personal internet services or mobile services;
2.12 STATEMENT means a statement of account issued by Aspire reflecting the transactions.
2.13 Words importing the singular include the plural and vice versa.
2.14 Words referring to the masculine also refer to the feminine and neuter genders.
2.15 Reference to a person includes references to a company, association or institution.
2.16 Reference to a Clause is to a clause of this Agreement.
2.17 The headings to the Clauses are for reference only and are not intended to be taken into consideration in the interpretation of this Agreement.
3 USE OF YOUR ASPIRE CARD
3.1 The Aspire Card is a debit card which may be used to make online payments, and purchase goods and services online.
3.2 Once registration has taken place and the requisite Know Your Client checks have taken place and been verified, funds may be debited into the Aspire Card and used.
3.4 Aspire shall not charge you fees to load your Aspire Card when using a credit or debit card unless we are allowed to do so. If we do, the fees we charge for you to load your Aspire Card using a credit or debit card will be provided to you in a fee schedule before we charge the said fees to you.
3.5 When you receive your card, you may use the Aspire Website (https://aspireapp.com/sg/ ) to activate your Aspire Card. Due to security reasons, the Aspire Card sent to you is not activated and cannot be used prior to activation. Card activation is compulsory prior to usage of the Aspire Card.
3.6 You, and no one else, may use the Aspire Card to effect transactions on your Aspire Card, subject to the terms and conditions of this Agreement.
3.7 The Aspire Card remains the property of Nium Pte. Ltd. at all times. At Aspire's or NIUM's request, which may be made at any time, you must immediately return the Aspire Card cut in half to Aspire or NIUM.
3.8 You may not use the Aspire Card to make online payments in excess of the balance of funds available on your Aspire debit account. The balance on your Aspire debit account will be reduced by the amount of each online payment you make. If any payment is in excess of the available amount on your Aspire debit account or the card limits in force from time to time, the transaction will not go through and shall be declined.
3.9 You shall, under no circumstances and whether with or without your knowledge, use or allow the use of the Aspire Card to effect any transaction which would contravene the laws of any jurisdiction. You may not use the Card 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; or (v) any other relevant sanctions authorities.).
3.10 You will not be able to use the Aspire Card for any transactions for cash, including but not limited to cash back, cash from a bank, cash withdrawals from ATM facilities in Singapore and where such withdrawal would contravene the laws of such jurisdictions, and money orders.
3.11 The Aspire Card is not a guarantee card, charge card or credit card.
3.12 Aspire reserves the right to terminate, suspend or restrict your Aspire Card or PIN on reasonable grounds relating to:
3.12.1 The security of your Aspire Card;
3.12.2 Your Aspire Card number or PIN; and
3.12.3 The suspected unauthorized or fraudulent use of your Aspire Card or PIN.
3.13 Aspire is not responsible for the goods or services purchased using the Aspire Card and are not liable for the consequences of the failure of any merchant to honour the Aspire Card.
4.1 You undertake and agree that your use of your Aspire Card, your card number or PIN constitutes your authorisation and consent to a payment transaction.
4.2 You are not able to stop a transaction after it has been transmitted to us by giving your consent to the transaction, or once you have given your consent to a merchant for a pre-authorised payment.
4.3 We may refuse a transaction or suspend or terminate the right to top up your Aspire Card.
4.4 We may invoke Clause 4.3 for the following (but not limited) reasons:
4.4.1 If the transaction causes you to go over the available balance of your Aspire debit account;
4.4.2 If the transaction causes you to go over your Aspire Card limits; or
4.4.3 If Aspire reasonably believes that we have to do so in accordance with any applicable laws, rules or regulations in force from time to time.
5 CARD LIMITS
5.1 Aspire may set card limits ("Card Limits") with respect to the use of the Aspire Card and may vary the Card Limits without notice to you. The Card Limits will apply to all transactions.
5.2 Notwithstanding any Card Limits that may be prescribed, Aspire may in its sole and absolute discretion approve any proposed transaction and allow the Card Limit to be exceeded, even in the absence of any request from you, provided always that you undertake to forthwith pay such amount in excess of the Card Limit.
5.3 Where Aspire in its sole and absolute discretion, allows any amount in the Aspire Card to be overdrawn for whatever reason, you shall immediately pay on demand such amount overdrawn with interest, as may be prescribed by Aspire from time to time in its sole discretion, on the same amount overdrawn.
5.4 In calculating whether any of the Card Limits has been exceeded, Aspire may take into account the amount of any transaction not yet debited to the Aspire Card and of any authorisation given by Aspire to a third party in respect of a prospective transaction.
6 CARD BALANCE AND TRANSACTIONS
6.1 You acknowledge and agree that you are solely responsible for ensuring that sufficient available balance is stored in the Aspire Card.
6.2 Aspire and NIUM shall not be liable for any shortfall in the available shortfall and you may not request Aspire and NIUM to make up for any such shortfall.
6.3 You may use the Aspire Website to check the available balance.
6.4 You may access your transaction data via the Aspire Website using your login credentials.
6.5 The single transaction limit of the Aspire Card at any given time is SGD 25,000 as at the date of these Terms. NIUM may vary the transaction limit from time to time upon notification to Aspire.
6.6 NIUM shall authorise a transaction only if there is sufficient available balance in the Aspire Card to cover such transaction and the relevant Aspire Card transaction limit has not been exceeded. If a transaction has been processed despite there being insufficient available balance, you shall be liable to NIUM for the shortfall and any other third party on recovering or attempting to recover such shortfall from you.
6.7 Notwithstanding this Clause F, NIUM may in its sole discretion, without providing any reason and without any liability to you or Aspire, refuse to authorise any transaction.
6.8 You are fully responsible for ensuring that you only make payments to persons or entities in connection with commercial transactions in compliance with any applicable laws and regulations. At no time and under no circumstances shall you use the Aspire Card or any services provided by NIUM and Aspire in connection with any activities listed in Appendix A or any other 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, you should not continue with such payment.
6.9 You are deemed to have consented to all transactions made through the Aspire Card and you may not stop or reverse a payment on any translation after it has been settled to the relevant merchants.
6.10 If NIUM or Aspire receives a transaction for processing a currency other than in SGD, we may convert such SGD currency at the applicable exchange rates as determined by NIUM on the date such transaction is processed by NIUM.
7.1 Your Aspire Card shall expire on the date printed on the Aspire Card. You are not able to use the Aspire Card after the date of expiry and you will not be able to reload it.
7.2 We will inform you prior to the expiration of your Aspire Card. You undertake to inform us if you do not wish to have your Aspire Card renewed by written notice.
7.3 If no action is taken on your part in relation to the automatic renewal of your Aspire Card, you are deemed to have agreed to the renewal of the Aspire Card and the terms of this Agreement shall continue to apply.
7.4 If you request that your Aspire Card not be renewed, you will not be able to use your Aspire Card after the expiry date. You can redeem the outstanding balance in your Aspire debit account after the expiration date subject to the following clause 8.
8 REDEMPTION OF FUNDS
8.1 You are able to redeem all or part of the balance of your Aspire debit account for a period of 6 years after the expiration date shown on your Aspire Card.
8.2 Aspire shall transfer any redeemed funds into a bank account in your name, subject to proof of your ownership of the said account.
9 HOLD ON FUNDS
9.1 Aspire may debit or place a hold on the balance on your Account for the amount of a transaction either on the day it is presented to Aspire for payment (including without limitation, a presentation by electronic means) or on the day that Aspire receives notice of the transaction, whichever occurs first. If a merchant requests for an authorisation of a transaction, Aspire may place a hold on your Account for the amount of the transaction. If the amount of the transaction is posted to the Account before the hold expires, the balance available to you in the Account shall be reduced by the amount of the transaction that Aspire has placed on hold. You may not stop payment on a transaction or use any amount placed on hold. For the avoidance of doubt, the amount placed on hold in respect of any transaction shall not be treated as conclusive of the amount of the transaction that would eventually be debited to the Account and in particular, for transactions denominated in a currency other than Singapore dollars and shall not be deemed that Aspire has converted the transaction into Singapore dollars on the day that the amount was placed on hold. It is hereby expressly agreed between the Parties that Aspire shall be at liberty to convert such amount into Singapore dollars at such time and at such rate of exchange as Aspire may determine in accordance with its usual practice.
9.2 Aspire shall have absolute discretion to place such amounts as are referred to in Clause 9.1 on hold for such periods as it deems fit. Upon the expiry of such periods as it determines, Aspire shall debit such amounts on hold to the Account if the transactions in connection of which the amounts were placed on hold were presented to Aspire for payment and Aspire shall credit such amounts placed on hold back to the Account if the transactions in connection of which the amounts were placed on hold were not presented to Aspire for payment, provided always that Aspire shall have the discretion to continue to place such amounts on hold if it is of the opinion that such transactions would be presented for payment within a reasonable time. For the avoidance of doubt, Aspire's right to debit the Account in respect of any transaction shall not be limited to the amount that was placed on hold in connection with that transaction. It is hereby expressly agreed that Aspire shall be entitled to debit the Account for the full amount of the transaction. Where the amount of any transaction is denominated in a currency other than Singapore dollars, Aspire may decide in its sole discretion whether to hold that amount in that foreign currency or Singapore dollars. It is hereby further agreed that Aspire shall have the right to increase at any time the amount that it would hold in respect of any transaction which is denominated in a currency other than Singapore dollars if Aspire is of the view that the amount initially held when converted into that foreign currency would not be sufficient to satisfy payment of that transaction in full.
9.3 You shall not use any of the amount on hold, notwithstanding the other terms and conditions governing the Account.
9.4 Aspire shall only credit the Account with refunds made by any merchant or establishment in relation to any transaction after Aspire receives a properly issued credit voucher.
10 ASPIRE'S DISCRETION
10.1 You hereby agree that Aspire is entitled, at any time in its sole and absolute discretion, and without giving any prior notice or reason, to refuse to approve any proposed transaction, notwithstanding that the Card Limit would not be exceeded or if the balance in the Aspire Account would not be negative.
10.2 Aspire is entitled, in its sole and absolute discretion, without prior notice and without giving any reason, to:
10.2.1 Suspend your right to use the Aspire Card entirely or in respect of specific transactions; and / or
10.2.2 Refuse to re-issue, renew or replace the Aspire Card, without, in any case, affecting your obligations under this Agreement which will continue in force and there will be no refund of any fees paid if the right to use the Aspire Card is so suspended by Aspire or if the Aspire Card is not so renewed or replaced.
10.2.3 Without prejudice to the other provisions of this Agreement, Aspire reserves the right, at any time, in its sole discretion and without prior notice and without giving reasons, to introduce, amend, vary, restrict or withdraw all or any of the benefits, services, facilities and privileges in respect of or in connection with the use of the Aspire Card and/or this Agreement.
11.1 Aspire may at its discretion, charge and debit to the Account, the following fees:
11.1.1 Joining fee or annual fee for the issuance, maintenance and renewal of the Aspire Card;
11.1.2 Replacement fee for the Aspire Card;
11.1.3 Administrative fee for the production or retrieval of any documents of and relating to the Accounts and/or Aspire Card; and
11.1.4 Any fees and/or charges for any services provided or action taken by Aspire in connection with the Account and/or Card.
11.2 The amount of fees and charges payable by you shall be decided by Aspire and may change from time to time.
11.3 All charges payable under this Agreement are payable as well as before judgment.
11.4 You are liable to pay for all GST, all other taxes imposed or payable in respect of any amount incurred on or debited to the Account and Aspire is entitled to debit the amount of such tax(es) to the Account.
11.5 Aspire is entitled to debit the Account at any time in respect of any sum howsoever due and owed to Aspire by you, whether in respect to a transaction, fees or charges or otherwise, and notwithstanding that the Account would be overdrawn as a result.
12 LOSS OR THEFT OF ASPIRE CARD / DISCLOSURE OF PIN
12.1 You must safeguard the Aspire Card and must ensure that your PIN is not disclosed to any person, and you are solely responsible at all times for the security of the Aspire Card, and for all transactions and charges incurred on the Aspire Card.
12.2 You undertake to ensure that you:
12.2.1 Sign your Aspire Card as soon as you receive it and keep it safe;
12.2.2 Do not reveal or disclose your PIN and never write down your password(s), PIN or any other security information you have given Aspire; and
12.2.3 Only release the Aspire Card, card number or PIN to make a transaction.
12.3 If your Aspire Card is lost or stolen or if you believe that the Aspire Card, card number or PIN may be misused, you must:
12.3.1 Immediately, and without undue delay, notify and give Aspire written notice thereof;
12.3.2 Assist in the recovery thereof or stop the use of the Aspire Card; and
12.3.3 Stop using the Aspire Card, card number or PIN immediately.
12.4 You must also notify Aspire immediately if the Aspire Card is damaged or not working properly or if the Aspire Card has been retained by an ATM.
12.5 Aspire may, in its sole and absolute discretion, issue a replacement Aspire Card or a new PIN upon such terms and conditions as we deem fit. We may, in our discretion, charge a fee for replacement cards.
12.6 If your Aspire Card has been used without your knowledge or permission, or is lost, stolen or if you think your Aspire Card may have been misused, we may disclose to law enforcement agencies any information we believe could be relevant.
13 EXCLUSION OF LIABILITY
13.1 Aspire is not responsible for products, goods or services supplied by any merchant, establishment, or any third party for the quality or performance of any contract or quality of any product, goods, or services supplied pursuant to or in relation to any transaction. You are to seek redress directly from such merchant, establishment or third party in respect of such products, goods or services.
13.2 Your liability owing to Aspire is not affected by any dispute or counterclaim or right of set off which you may have against such merchant, establishment or third party. In particular, Aspire shall be entitled to debit the Aspire Card and / or Account in respect of any transaction notwithstanding the incomplete or non-performance of any contract, or the incomplete or non-delivery of or any defect in any product, good or service obtained pursuant to the transaction.
13.3 You will not hold Aspire, NIUM Pte Ltd or any card brands in the Network responsible for the availability, use, act, omission, loss or damage suffered howsoever arising from and in connection with the use of any medical, legal or transportation service.
13.4 Aspire is not liable for any loss you may incur in connection with the use of the Aspire Card howsoever arising.
13.5 Aspire shall not be responsible or liable in any way to you for any inconvenience, loss, damage, cost or expense of any nature or embarrassment or injury suffered or incurred by you or any third party resulting from, arising out of or in connection with any of the following:-
13.5.1 if any merchant, establishment, or third party refuses to accept or honour the Aspire Card for any reason;
13.5.2 any refusal by Aspire to authorise or approve any transaction;
13.5.3 if you are deprived of the use of any services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action by Aspire or any merchant, establishment, or third party;
13.5.4 if 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 or transmission link or any industrial dispute, war, Act of God or anything outside the control of Aspire, its servants or agents;
13.5.5 for any injury to your credit, character and reputation in and about any repossession of the Aspire Card or any request for its return;
13.5.6 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; and
13.5.7 the unauthorised use of the Aspire Card and/or Account or any facilities in connection therewith, any transaction effected by an unauthorised person.
13.6 Without prejudice to the generality of the provisions of this Clause M, Aspire is not liable in any way to you for any other loss, damage, cost or expense of any nature arising out of or in connection with the use of the Aspire Card and/or this Agreement.
14 REFUNDS AND CHARGEBACKS
14.1 If you wish to receive a refund after conducting a transaction with a merchant via the Aspire Card ("Refunds"), you should approach the merchant directly with your request. If the merchant in its discretion decides to process your request for Refunds, NIUM shall credit Aspire's account with the Refunds after NIUM has received the relevant amount from the merchant.
14.2 If you wish to receive a refund from a merchant in respect of a disputed transaction ("Chargebacks"), you should approach Aspire with your request. NIUM may, in their sole discretion, file a formal dispute with such merchant on your behalf upon request by Aspire provided you comply with Aspire's request for information and assistance (including providing Aspire with all relevant documents). If the dispute is resolved in Your favour by VISA, NIUM shall credit Aspire's account with the Chargebacks amount upon NIUM's receipt of such amount from VISA. You acknowledge and agree that the decision of VISA regarding the validity and value of any Chargebacks is valid and binding. NIUM shall not be obliged to investigate or defend the validity and/or value of any Chargeback.
14.3 You acknowledge and agree that the amount of any Refund or Chargebacks received pursuant to any transaction made under the Card may be different to the amount originally processed on the Aspire Card due to exchange rate fluctuations or the amount received with respect to any Refunds or Chargebacks may only be a partial refund of the original amount.
15 VARIATION OF THIS AGREEMENT
15.1 Aspire may vary the terms of this Agreement at any time in such manner as Aspire may select 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 Aspre may select and such changes so notified will be binding on you, effective from the date specified by Aspire.
15.2 If you do not accept any such changes, you may, within 7 days after Aspire has given such notice, terminate the use of the Aspire Card.
15.3 If you retain or use the Aspire Card after Aspire has given notice of any changes in this Agreement, you are deemed to have accepted and agreed to such changes without reservation.
16 CONSENT TO DISCLOSURE OF INFORMATION
16.1 You hereby agree that Aspire is entitled, in its absolute discretion, at any time and without notice or liability, to disclose the particulars of the Account, the Aspire Card and any transactions, any information relating to you, and your use of the Aspire Card to:
16.1.1 any merchant or establishment which accepts the Aspire Card;
16.1.2 NIUM Pte Ltd;
16.1.3 any Network member;
16.1.4 any of the Aspire's related companies or corporations, representative offices, branches (wheresoever situate), its agents, servants, correspondents, independent contractors and/or associates;
16.1.5 any bank or financial institution;
16.1.6 any party involved in facilitating, effecting or processing the transactions;
16.1.7 any person or organisation providing electronic or other services, for the purpose of assessing, engaging, obtaining, operating, maintaining and upgrading the services (including any investigation of discrepancies, errors or claims);
16.1.8 any person or organisation engaged for the purpose of performance of services or operational functions where these have been outsourced;
16.1.9 any agent for the purpose of printing personalized cheque, statements, advices, correspondences or any other related document;
16.1.10 any information garnering or processing organisation or consultant or entity conducting surveys or analysis or research or developing system applications for Aspire;
16.1.11 any person for the purpose of marketing or promoting any services or products whether by Aspire of any third party;
16.1.12 the police or any public officer conducting an investigation;
16.1.13 any government or quasi-governmental agency or authority or court of the jurisdiction where the Aspire Card is used;
16.1.14 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;
16.1.15 any credit bureau of which Aspire is a member or subscriber or credit reference agents;
16.1.16 auditors and professional advisors including lawyers and receiver appointed by Aspire;
16.1.17 any person authorised to operate the Account or any guarantor or security provider of the Account;
16.1.18 any rating agency, business alliance partner, insurance company, insurer, insurance broker or direct or indirect provider of credit protection; and
16.1.19 any other person Aspire 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) full particulars of the Account, the Aspire Cards, the transaction records and statements, and any other information in relation to you, the Aspire Cards and/or your use of the Cards where such disclosure is required by law or where Aspire deems appropriate, necessary or desirable in connection with its provision of services and the enforcement of any rights and/or performance of any obligation in respect of or in connection with the Account and/or this Agreement or whenever Aspire considers it in its interest to make such disclosure.
16.2 You hereby agree that as Aspire Card is a co-brand card, all personal data provided by you for the co-brand card and information and details of your Account which may be issued to you and transactions made thereunder may be shared by Aspire with NIUM to enable NIUM and its agents and authorised service providers to collect, use and disclose your personal data to any person the partner deems appropriate or necessary for the purposes of:- (i) processing this application and providing services associated with the co-brand card; (ii) offering, marketing or promoting any promotion or offer relating to the co-brand card; (iii) administering any benefit, privilege and term applicable to the co-brand card; offering, marketing or promoting any product and/or service provided by the partner; and (v) conducting research or analysis relating to any product and/or service provided by the partner, whether conducted by the partner or jointly with any other party. (c) You acknowledge and agree that Aspire and the partner will be separately collecting, using and disclosing your personal data and each party shall only be responsible for its own collection, use or disclosure of your personal data, and shall not be liable for the other party's handling or use thereof. You agree to directly address any queries, access or correction requests, or complaints in relation to the handling of the personal data of you to the relevant party.
17.1 Aspire may suspend or terminate these Terms and your use of the Aspire Card at any time without having to give any reason to you. NIUM may suspend or terminate yourAspire Card at any time without having to give any reason and upon written notice to Aspire. Unless there are exceptional circumstances, we shall give you 1 months' written notice prior to terminating this your Card.
17.2 You may terminate this Agreement by contacting us and giving us 30 days written notice.
17.3 The rights conferred on NIUM and Aspire under these Terms shall survive termination.
18.1 Aspire shall be entitled (but not obliged), at its sole discretion, to rely and act on any communication, requests or instructions which Aspire in its sole opinion believes originates from you (whether orally or in writing and whether in person or over the telephone or by facsimile 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 and Aspire shall not be liable to you for any loss or damage incurred or suffered by it as a result of such action. Aspire shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.
18.2 You must indemnify and keep Aspire fully indemnified against all claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) suffered, incurred or sustained by Aspire, directly or indirectly, by reason of or in connection with this Agreement, including without limitation:
18.2.1 any use or misuse of the Aspire Card including, without limitation, all transactions regardless of whether or not authorisation has been sought and/or given; and/or
18.2.2 breach of any provision of this Agreement by you; and/or
18.2.3 the enforcement or protection of Aspire's rights and remedies against you under this Agreement; and/or
18.2.4 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
18.2.5 any change in any law, regulation or official directive which may have an effect on the Account and/or this Agreement.
18.3 Aspire may in its absolute discretion at any time and without prior demand or notice combine or consolidate any and all account(s) maintained by you with Aspire and/or set-off or transfer any sum standing to the credit of any or all such account(s) in or towards the discharge or payment of any and all sums due to Aspire from you on any other account including the Account designated hereunder or under this Agreement and Aspire shall be entitled to exercise this right notwithstanding that the balance due to Aspire on any account is not overdue and/or the use of the Aspire Card or the Account has not been closed or terminated.
18.4 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).
18.5 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.
18.6 This Agreement covers the use of the Aspire Card issued by Aspire, which is additional to those governing the operation of the Account and any other agreements that you have with Aspire. In the event of inconsistency, this Agreement shall prevail with respect to the use of the Aspire Card.
18.7 The remedies under this Agreement are cumulative and are not exclusive of the remedies provided by law.
18.8 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.
18.9 This Agreement is not assignable or transferrable by you but may be assigned or transferred by Aspire.
19 Conclusiveness of Documents
19.1 Any document relating to any transaction bearing your signature shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by you.
19.2 If you do not notify Aspire in writing of any inaccuracy or error in any transaction statements / records within 14 day of the receipt or deemed receipt of such records / statements, it shall constitute conclusive evidence that:-
19.2.1 every transaction stated therein has been effected by you; and
19.2.2 every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein.
19.2.3 Nothing in this Clause S shall prevent Aspire from rectifying any errors, omissions in any statement, records or advice and any such amended statement, records or advice shall be binding on you.
19.3 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. 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. 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.
19.4 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.
19.5 This Agreement is governed by and construed in accordance with Singapore law. You hereby submit irrevocably 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.