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These terms and conditions ("Terms") apply to your use of PayNow provided by Liquid Group Pte. Ltd. (“Liquid”).
1.1 These Terms establish the terms and your responsibilities and obligations relating to your Account with us and your registration for and/or use of PayNow.
1.2 In addition to these Terms, the Terms and Conditions Governing Corporate Payment Accounts (“Account Terms”) will continue to apply and bind you.
1.3 By registering for and/or using PayNow, you agree to be bound by these Terms.
3.1 In order to open and maintain an Account with us:
3.1.1 you must be an entity registered or incorporated in Singapore and have a UEN;
3.1.2 you must maintain an account with Aspire which in Aspire’s opinion is in good standing; and
3.1.3 you must maintain an account with us which in our opinion is in good standing.
4.1. Representations and Undertakings. By registering for an Account and the Account Services:
4.1.1 you represent that:
4.1.2 you undertake to:
4.2 Data Collection
You must provide us, via Aspire’s Platform, with correct and updated information regarding your organisation together with any supporting documentation (“Data”) as we may require from time to time for the purposes of us meeting ‘Know Your Customer’, Anti-Money-Laundering and Counter-Financing-Terrorism requirements and any other laws and regulations which we need or agree to keep to. You must tell us, via Aspire’s Platform, of any change in any documents, information or authorisation given to us, and give us, via Aspire’s Platform, supporting documents and evidence of any change.
4.3 Partnership Accounts.
If you open an Account as a partnership, it is your responsibility to tell us, via Aspire’s Platform, promptly, in writing, about any change in the constitution of the partnership, for example, as a result of the death of any partner, being made bankrupt, retiring, or for any other reason. We may treat the remaining partners or the new partners (or both) as having full authority to manage your Account as if there had been no change in the partnership. This applies unless we receive notice otherwise, in writing, from one of the remaining partners, the executors or legal personal representatives or trustees of any partner who has died, or the ‘trustee in bankruptcy’, liquidator or similar officer of any partner who has been made bankrupt or is insolvent.
5.1 Payments into your Account
We will only accept payments into your Account made in Singapore Dollars. 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 actually receive the funds. If we credit your Account before receiving the funds, this will be on the condition that we receive the funds, and we will deduct the money from your Account if we do not receive the funds.
5.2 Transfers
We will transfer the funds collected in your Account to your designated bank account (as notified to us via Aspire’s Platform). Save for the aforementioned transfers to your designated bank account (which are automated by Liquid), you shall not use your Account to initiate any other transactions, including but not limited to withdrawals or transfers to any other accounts.
5.3 Withdrawals
You agree to the following.
6.1 Monitoring your Account
It is your responsibility to:
6.2 Instructions
When you ask us to pay, withdraw or transfer funds, it is your responsibility to make sure that you give us, via Aspire’s Platform, complete, clear and accurate information so we can carry out your request.
7.1 Balance Monies
As required under the Payment Services Act, the balance monies in your Account will be held in safeguarded trust account(s) with our safeguarding institution, a Tier-1 bank in Singapore. Your monies in the safeguarded trust account(s) are commingled with other customers’ monies but are kept separate from Liquid’s corporate funds. Liquid will not use the funds held as E-money for its own operating expenses or for any other corporate purposes. If Liquid were to become insolvent, you will be able to make a claim for your funds from the safeguarded trust account(s). Please note that you may not get all your money back if (a) the funds in the safeguarded trust account(s) held by us with the Safeguarding Institution are insufficient to meet the payout instruction; or (b) if the Safeguarding Institution becomes insolvent.
7.2 No Interest
You will not receive interest or other earnings on the balance monies. Liquid may receive interest on amounts that we hold on your behalf. You agree to assign your rights to Liquid for any interest derived from your funds.
7.3 Charges, fees, costs, etc
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 or as you and we agree.
8.1 Account Closure
Either of us may close your Account at any time and the person closing the Account will give notice to the other before they do so. If you choose to close your Account, you should notify us via Aspire’s Platform. When your Account is closed, you must pay us promptly all amounts you owe us, interest, costs, expenses, commission and any other charges you owe on the Account. We will not pay interest on unclaimed balances of closed accounts. This Agreement will continue to apply until you and we have met all of our responsibilities.
8.2 Account Suspension
We may immediately suspend, freeze or close any Account at any time without giving you notice or without giving any reason if:
Where we are allowed under relevant laws and regulations, we will tell you, via Aspire’s Platform, we have suspended or closed your Account as soon as we can.
8.3 Ending our Services
When your Account is closed or suspended, we will automatically end all services in connection with the Account.
9.1 Our right to reject your registration request
We shall be entitled, at our absolute discretion, to reject or cancel any registration request by you to register for PayNow without providing any reason.
9.2 Data Disclosure
By registering for PayNow, you consent to us disclosing your data to:
9.3 Corporate PayNow nickname
We will use your business name in our records as your corporate PayNow nickname for PayNow registration. You understand and agree that any user of PayNow may be able to match your Corporate Proxy to your corporate PayNow nickname registered with PayNow. You shall be solely responsible for updating us of any change of your business name associated with your Account in our records.
9.4 De-registration from PayNow
You agree that we may de-register you from PayNow and remove your details from the Central Addressing System immediately (without your further consent and without liability to you):
9.5 After de-registration from PayNow
We will notify you, via Aspire’s Platform, after you are de-registered from PayNow. Once you are de-registered from PayNow, you will not be able to receive payments into your Account using your Corporate Proxy or any PayNow QR Code. You must also immediately remove and cease all use of any PayNow QR Code previously issued to or generated by you. If you attempt to use the PayNow QR Code after de-registration, the transaction will be blocked.
9.6 Use of PayNow Service
You shall not use the PayNow Service (including any PayNow QR Code or Account) for any improper purpose or in an improper manner, including but not limited to unauthorised or erroneous transactions or activities or for interfering or attempting to interfere with the proper working of the PayNow Service nor of any system or network connected thereto.
9.7 You agree and acknowledge that all PayNow Transactions are subject to such transfer limits as may be stipulated by Liquid, the participating PayNow Members or the Service Provider.
9.8 You declare that all information given in your application and/or submission for PayNow Transactions through the PayNow Service is correct and complete to the best of your knowledge. You acknowledge that you are solely responsible for ensuring the completeness and accuracy of all information in your application and/or submission. Liquid will process the PayNow Transactions in accordance with information obtained from you through the PayNow Service at the time of receiving your instructions. Liquid is not obliged to ensure that all information provided by you for any PayNow Transaction remains true and accurate at the time of processing the PayNow Transaction.
9.9 The PayNow Service is provided “as is” and “as available”. You understand, acknowledge and agree that:
10.1 You agree:
You acknowledge that, unless otherwise prohibited by law, Liquid shall not be liable to you or any third party for any Losses in connection with:
For the avoidance of doubt, a PayNow Transaction shall be considered as unsuccessful, late, incomplete or erroneous if the relevant funds are not received by Liquid or transferred to a recipient other than Liquid.
IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOSS OF PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH ASPIRE’S PLATFORM, OUR WEBSITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) UNLESS AND TO THE EXTENT PROHIBITED BY LAW OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.
You shall indemnify Liquid against any consequences, claims, losses, damages, costs (including all legal costs), liabilities or expenses, resulting from or arising (directly or indirectly) (hereinafter, “Losses”) in connection with any fault, act or omission by you (including but not limited to your negligence, misconduct, your abuse or misuse of your Account, the Account Services, PayNow or breach of any of these Terms or the terms and conditions imposed by the PayNow Members).
13.1 We may collect, use and/or disclose information for the following purposes (among others):-
13.2 You authorise Liquid to disclose your personal data and/or information relating to you, your Account and your application and/or submission to the PayNow Service Provider, the relevant PayNow Members, Aspire and other third parties (where applicable) for processing, reviewing and administering and any other purposes related to your Account, your application and/or submission. In connection with the foregoing, some of these third parties, such as analytics providers, may collect information about your online activities over time and across different websites or online services when you use our services. We are not responsible for the actions or compliance of third parties, nor are we responsible for any additional information you provide directly to any third parties.
“liquidpay.com”, “Liquid Pay”, “liquidpay”, “XNAP” and all other URLs, logos and trademarks related to our services are either trademarks or registered trademarks of Liquid or its licensors. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Liquid. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Liquid Pay App, the Liquid website, any content thereon, our services, the technology related to our services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Liquid and its licensors.
15.1 Communication from us
We may send any account statement, deposit confirmation or confirmation of any transaction, correspondence, notice or other communication to you, via Aspire’s Platform. Where necessary, we can also give any notice and communication through the email, text message or any other media we choose.
15.2 Communication from you
Your Account services are provided by us to you via Aspire’s Platform. You acknowledge and agree that we may rely solely on Aspire’s instructions to us in opening, maintaining and operating your Account with us. You should direct all notices, instructions and communications to or with us via Aspire or Aspire’s Platform.
15.3 Lost or delayed communication
Neither you nor we are responsible if any communication is delayed, intercepted, lost or in any other way fails to reach the other when it is being delivered or sent. This also applies if anyone else becomes aware of the contents of any communication when it is delivered or sent.
16.1 We do not guarantee continuous, uninterrupted or secure access to any part of our services, and operation of our website may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of our control.
16.2 We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations (including the provision of our services to you), if the delay or failure was due to any event or circumstance (including any network failure or system downtime) the occurrence and the effect of which we are unable to prevent and avoid notwithstanding the exercise of reasonable foresight, diligence and care on our part.
17.1 Changes
At any time, we may make changes to these standard terms or the supplementary terms. We will give you reasonable notice of changes by either sending you the revised terms via Aspire’s Platform, putting them on our website and telling you about them via Aspire’s Platform, or publishing them in the media. All changes will apply from the date stated in the notice or public announcement.
17.2 Not accepting these terms
If you do not accept the revised standard terms or the revised supplementary terms, you have the option to close your Account before they take effect. If you do not close your Account after the date the revised terms come into effect, we will treat you as having agreed to the changes.
18.1 Provision of Information
You will, at our request, provide us via Aspire’s Platform with any information or documents which we deem necessary in connection with your registration and/or use of PayNow.
18.2 Representation
You agree that you will meet your responsibilities under this Agreement and that all communication or documents you give us electronically via Aspire’s Platform are true, authentic and complete. You confirm that your obligations under this Agreement are valid, binding and enforceable in line with their terms.
18.3 Keeping documents
We will keep original documents, if any, and store any electronic data or images in relation to these documents, for as long as required by law or under contracts with partners who facilitate the services provided to you. After this time we may destroy them.
18.4 Tax and other charges
You must make all payments you owe us under this Agreement without deducting any tax or other charges payable in relation to the payments. It is your responsibility to determine what, if any, taxes apply to the payments you make, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services or goods from a foreign entity. It is your responsibility to check with your local tax advisor to determine which taxes apply to you, and it is your responsibility to pay such taxes to the appropriate tax authority.
18.5 Severability
If at any time any provision of this Agreement shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from this Agreement.
18.6 No waiver
Our failure or delay to act with respect to a breach by you or others does not waive our right to act with respect to such breach or any subsequent or similar breaches.
18.7 Assignment
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
18.8 Third Party Rights
Save for Liquid and its affiliates, no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or enjoy the benefit of any provision of this Agreement.
18.9 Governing Law
This Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore, without regard to conflict of law provisions.
18.10 Arbitration
Any claim (excluding claims for injunctive or other equitable relief), dispute or controversy arising out of or in connection with the terms of this Agreement, including any questions regarding it existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC”) or at such other venue in Singapore as the parties concerned may agree in writing or in accordance with the SIAC Rules. A tribunal shall consist of a single arbitrator to be appointed by the chairman of the SIAC. The decision of the tribunal shall be final and binding on the parties concerned. The language of the arbitration shall be English. The parties concerned undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.