Multicurrency Account Terms & Conditions

Effective from 02 November 2021
In beta testing mode

Contents

  1. Introduction, scope, and parties
  2. Definition and interpretations
  3. A virtual debit account
  4. Security and acceptable use of your account
  5. Anti-money laundering and know-you-clients checks
  6. Instructions
  7. Transaction screening
  8. Availability of funds
  9. Reversals
  10. Standing instructions
  11. Interest, fees and charges
  12. Privacy and data retrieval
  13. Representations, warranties and undertakings
  14. Intellectual property rights
  15. Confidentiality
  16. Termination and suspension of your account
  17. Limitation of liability
  18. Recovery of costs
  19. Set off and consolidation
  20. Variation of this agreement
  21. Communications
  22. General
  23. Assignment and encumbrance
  24. Conclusiveness of documents
  25. Contracts (Rights of Third Parties) Act, Chapter 53B
  26. Governing Law and Jurisdiction

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 applying for an MCA (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 MCA and you should contact Aspire immediately.

1.4 Aspire is a payments service provider and provides, either directly or through intermediaries, various services to facilitate the Customer’s use of the MCA on Aspire’s website and mobile application (the “Platform”).

1.5 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).

2 DEFINITIONS AND INTERPRETATION

2.1 In this Agreement:

2.1.1. “Affiliate” means:

2.1.1.1. any person (individual or non-individual) in Singapore or otherwise which offers or facilitates the provision of the MCA (whether independently or together with Aspire);

2.1.1.2. 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 MCA; and

2.1.1.3. 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 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 MCA, including without limitation an authorisation or request for making a payment using funds standing to the credit of your MCA, 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 other 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;

2.1.6. “MCA” means the payment sub-account issued to you by Aspire under its master account with TCCL;

2.1.7. “TCCI” means The Currency Cloud Inc., a company incorporated in the state of Delaware, with a principal place of business at 104 5th Avenue 20th Floor, New York, NY 10011;

2.1.8. “TCCL” means The Currency Cloud Limited, a company incorporated in England and Wales under company registration number 06323311 and whose registered office is at The Steward Building, 12 Steward Street, London, E1 6FQ, United Kingdom; and

2.1.9. “USD” means United States dollars.

3 A VIRTUAL PAYMENT ACCOUNT

3.1 The MCA is a payment sub-account issued to you by Aspire under its master account with TCCL. Payments and currency conversion services made on your MCA are processed by TCCL and not us.

3.2 The balance on your MCA will be reduced by the amount of each payment you authorise or make from the MCA. You must not authorise or make any payment in excess of the balance of funds available on your MCA.

3.3 We may decide to change your MCA account number(s) if we have to do so in connection with our business and operations. 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 MCA are kept securely and that all Instructions, notices and documents provided to us are complete, accurate and properly initiated by your representatives.

4.2 You acknowledge and accept that any limitation or impairment in your ability to use, access and operate the MCA may be due to factors outside the control of Aspire. This includes acts of third parties who are not acting on behalf of Aspire (including TCCL, TCCI or any other Affiliates), technical conditions of the internet that cannot be influenced by Aspire, and force majeure events. The hardware, software and any other technical infrastructure that you use can also influence your ability to use, access and operate the MCA. You acknowledge and accept that your usage of any such hardware, software and any other technical infrastructure shall be at your own risk. You further agree to abide by our ‘Terms of Use’ and ‘Acceptable Use Policy’ as published on the Platform.

4.3 You shall, under no circumstances and whether with or without your knowledge, use or allow the use of the MCA 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 MCA 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 MCA 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 MCA 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 MCA without any reason or notice. We may immediately terminate, freeze, suspend or restrict your MCA 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 MCA;

4.5.2 we decide or have reason to suspect that the MCA is being used for or in connection with any fraudulent or illegal activities or transactions (including gambling, money laundering, funding terrorism, or tax evasion);

4.5.3 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;

4.5.4 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.

5 ANTI-MONEY LAUNDERING AND KNOW-YOU-CLIENT CHECKS

5.1 In order to enable Aspire to comply with anti-money laundering, anti-bribery, anti-corruption 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, authorised representatives, 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 INSTRUCTIONS

6.1 Any Instruction relating to the operation of your MCA (including any Instructions for the debiting and crediting of your MCA) must be directed to or via Aspire unless otherwise notified to you.

6.2 You may, subject to the terms and conditions of this Agreement, give Instructions to Aspire to:

6.2.1 receive payments into or make payments out of your MCA using such channels, payment gateways and methods as may be available on the Platform from time to time;

6.2.2 effect foreign currency transactions on your MCA such using channels, payment gateways and methods as may be available on the Platform from time to time; and

6.2.3 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 MCA.

In relation to the foregoing, you authorise and agree that Aspire shall be entitled to send and disclose such Instructions from you to TCCL, TCCI and such other Affiliate(s) or party(ies) for the purposes of effecting your Instructions.

6.3 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.

6.4 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.

6.5 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.

6.6 In the event you wish to receive payments into your MCA account, you shall notify your third-party payor that:

6.6.1 (in the case where you are using your USD local account to receive funds from your third-party payor) the funds will be received by TCCI on your behalf, and that the receipt of the funds by TCCI shall be deemed the receipt of funds by you; and

6.6.2 (in all other cases) the funds will be received by TCCL on your behalf, and that the receipt of the funds by TCCL shall be deemed the receipt of funds by you.

7 TRANSACTION SCREENING

7.1 You agree and accept that Aspire, TCCL and TCCI 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 MCA or to be credited to your MCA;

7.1.2 verify and authorise the identity and location of the recipient of the funds to be debited from your MCA; and/or

7.1.3 verify the purpose of any other transaction relating to your MCA,

in each case when you operate or attempt to operate your MCA.

7.2 Any transaction screening and verification check that we (and, if applicable, TCCL, TCCI or any other 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 MCA 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 MCA before we, TCCL or TCCI (as the case may be) actually receive the funds. You shall not have any right to or interest in any incoming funds into your MCA until we, TCCL or TCCI (as the case may be) receive them in cleared funds.

8.2 If your MCA is credited in contemplation of receiving funds for your credit and those funds are not actually received by Aspire, TCCL or TCCI (as the case may be), or on the faith of a transaction which is subsequently set aside or revoked, or if Aspire, TCCL or TCCI (as the case may be) 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 MCA 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 MCA 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 MCA to cover all payments and make sure these funds are readily available. If payments cannot be made from your MCA because there are not enough funds in the MCA, we may charge you a fee for the unsuccessful payment. If your MCA does not have enough funds and we decide to allow a payment from your MCA or for your MCA 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 MCA, and may not carry out any Instruction, transaction or any matter relating to your MCA if:

8.5.2.1 the transaction causes you to go over the available balance of your MCA;

8.5.2.2 we are not able to confirm your identity, or that of your representatives to our satisfaction;

8.5.2.3 we, acting reasonably, believe the Instruction is not genuine, clear or complete;

8.5.2.4 funds in your MCA have been earmarked (set aside) for any reason, resulting in there being not enough funds to meet your Instruction; or

8.5.2.5 your MCA is closed or suspended; or

8.5.2.6 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 MCA; and/or (iv) if we are prevented from processing your request or Instruction.

9 REVERSALS

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 MCA 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 MCA by mistake, we may, once we are aware of the mistake, immediately deduct the funds from your MCA. You further agree that you have no claim, rights or interest to funds credited to your MCA 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 MCA, 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 MCA 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 MCA.

11.2 You must pay all fees, charges (including foreign-exchange commission and charges), costs, expenses and commissions in relation to your MCA and our services at the rates which apply at that time. Foreign exchange rates and fees, if applicable to the relevant transaction, will be notified to you via the Platform and be subject to change at Aspire’s and/or TCCL’s discretion without prior notification to you.

11.3 Aspire may, at its option, charge you or debit your MCA for services or other out of pocket costs and expenses incurred by Aspire in relation to the opening, maintenance and operation of your MCA (including processing fees for fund transfers from outside of Singapore to your MCA) 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 MCA. Such data will be required at the time of opening of your MCA 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).

12.3 We will collect, use and disclose your information (including personal data of individuals that you have provided to us) in accordance with our data privacy policy available on our Platform (https://aspireapp.com/sg/privacy-policy) as may be amended, supplemented and/or substituted from time to time.

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 MCA 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, anti-bribery, anti-corruption 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 MCA and (ii) administering any benefit, privilege and term applicable to your MCA;

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 MCA and/or any related transaction, and/or otherwise to facilitate your use of the MCA;

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 MCA;

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 MCA;

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 MCA 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 MCA and any guarantor or security provider relating to your MCA;

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 MCA 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 singapore-dpo@aspireapp.com. We will respond to your request as soon as reasonably possible within 30 days after receiving your request.

12.7 Following termination or deactivation of your MCA, 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 MCA, 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 MCA;

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 MCA 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 MCA password or any identification data we provide you which allows access to the MCA;

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 MCA is secure; and

13.1.8 you will only use an access point or device which you are authorised to use to access the MCA.

13.2 It is your responsibility to do the following:

13.2.1 monitor the balance of your MCA and promptly report to us any unauthorised payments or transfers from your MCA or of any suspicious matter to do with your MCA;

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 MCA;

13.2.4 tell us immediately if you become aware of any actual or suspected fraud, forgery or other unauthorised use of your MCA or any other matter concerning your MCA 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 CONFIDENTIALITY

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 MCA.

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 MCA 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 MCA 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 MCA without notice in any of the following circumstances:

16.2.1 your activities and/or use of the MCA are reasonably suspected by us to be in breach of the ‘Terms of Use’ or ‘Acceptable Use Policy’ (each available at https://aspireapp.com/) or any law, regulation, guideline, notice, judgment or order of any court or Authority;

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 MCA at any time by giving us Instructions to do so.

16.4 Upon the termination of your MCA, any accrued liabilities and all obligations under this Agreement will remain continuing and we shall remain entitled to debit from your MCA 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 MCA, and any other charges you owe on the MCA. 

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 MCA;

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 MCA 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 MCA.

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 MCA 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 wilful 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.

17.4 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 MCA 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 MCA;

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 MCA 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 MCA to be overdrawn and charge such payment or settlement to the MCA 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 MCA.

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 MCA the amount owed, even if this would make your MCA overdrawn. To do this, we may also combine or consolidate all or any of your MCAs with us, whether your MCAs 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 MCA 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 MCA before they take effect. If you retain or use the MCA 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 COMMUNICATIONS

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 GENERAL

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 MCA.  You may not create any security, charge or any other form of encumbrance over your MCA.

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 MCA 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.

ANNEX

By using your MCA Account to receive funds in the United States, you are deemed to have read and accepted the following terms of The Currency Cloud Inc.

Agent Services Appointment Acknowledgment

This ACKNOWLEDGMENT OF AGENT SERVICES APPOINTMENT (“Agent Appointment”) is made and entered into between The Currency Cloud Inc., a company incorporated in the state of Delaware, with a principal place of business at 104 5th Avenue 20th Floor, New York, NY 10011 (“Currencycloud”), and you. 

Appointment of Agent. You acknowledge and agree that Currencycloud is appointed your agent to receive on your behalf, in a bank account in the United States, funds due to you directly from third parties. Currencycloud shall receive such funds as your agent and shall transmit such funds to Aspire FT Pte. Ltd. (“Aspire”) after which Aspire shall make these funds available to you. You agree and understand that such funds received on your behalf shall be deemed received by Currencycloud with the automatic instruction to settle such funds to Aspire. You agree and understand that the receipt of funds by Currencycloud from a Payer (“Payer” means a third party that sends funds to Currencycloud on your behalf), pursuant to instructions you have provided the Payer, satisfies the Payer’s obligation to you. 

Term and Termination. This Agent Appointment shall commence on the same date on which you agree to this Annex and shall expire coincident with the expiration of the agreement between Aspire and you unless terminated earlier by Currencycloud in its sole discretion. 

Representation and Warranties. You represent and warrants that you have (i) the full authority to enter into and perform your obligations under this Agent Appointment and (ii) read this Agent Appointment, understand the same, and agree to be bound by all the terms, conditions and provisions of this Agent Appointment. 

Governing Law. Notwithstanding anything to the contrary in your agreement with Aspire, this Agent Appointment shall be governed by and interpreted in accordance with the laws of New York without regard to its principles of conflicts of law, and regardless of your location.