Liquid PayNow Corporate Terms of Use

Effective from

Liquid PayNow Corporate Terms of Use

Effective from

These terms and conditions ("Terms") apply to your use of PayNow provided by Liquid Group Pte. Ltd. (“Liquid”).

1 INTRODUCTION

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.

2 DEFINITIONS

  • Account - refers to your account with us.
  • Account Service - refers to all services provided by Liquid via your Account, including PayNow Services
  • Aspire - Aspire FT Pte. Ltd. and its successors and assigns
  • Aspire’s Platform - means the webpage, mobile app and/or such other technology platform developed or operated by Aspire to provide payment services to customer
  • Corporate Proxy - means the corporate identifier which you provide us for PayNow, which must be a UEN and/or a UEN with a three-character suffix, as approved by us.
  • PayNow - refers to the central addressing service that allows consumers and business to make FAST payments across accounts using a proxy such as a mobile number, NRIC/FIN number, UEN or VPA (Virtual Proxy Address)
  • PayNowMember - means any bank or financial institution that participates in making available PayNow to its customers
  • Service - refers to services in relation to PayNow provided by Liquid via your Account
  • PayNow Service Provider - refers to any third party that operate(s) and provide(s) PayNow, as may be appointed by the Association of Banks in Singapore
  • PayNow Transaction - refers to payment transactions initiated and/or executed using PayNow
  • Personal Data - means data, whether true or not, about an individual who can be identified from that data and other information to which the organisation has or is likely to have access
  • UEN - means the Unique Entity Number issued by Singapore government agencies to businesses, companies, societies and other organisations and entities

3 ELIGIBILITY CRITERIA

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 REGISTERING FOR AN ACCOUNT

4.1. Representations and Undertakings. By registering for an Account and the Account Services:

4.1.1      you represent that:

  • you are duly authorised to make such a request and to be bound by these Terms;
  • all information and documents provided to us via Aspire’s Platform are true, complete and accurate, and that all communication or documents you give us electronically or as photocopies are true copies of the originals, and that the originals are authentic and complete; and    
  • you will meet your responsibilities under these Terms and your obligations under these Terms are valid, binding and enforceable against you as stipulated;


4.1.2      you undertake to:

  • provide all information and documents required by us via Aspire’s Platform, in connection with the registration and/or use of PayNow (including the linkage of your Account with your account with Aspire) and will promptly notify us, via Aspire’s Platform, of any change to such information or document;
  • comply with all of our policies, guidelines and procedures relating to PayNow; and
  • only use PayNow in good faith and in accordance with these Terms.

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 ACCOUNT SERVICES

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.

  1. You must keep enough funds in your Account to cover all payments and withdrawals and make sure these funds are readily available. If payments cannot be made from your Account because there are not enough funds in the Account, we may charge you a fee for the unsuccessful payment. If your Account does not have enough funds and we decide to allow a payment from your Account or for your Account to go overdrawn, you must pay all overdrawn amounts immediately, together with any interest and any other charges at our then current rates.
  2. You can withdraw money from your Account in any way which we accept or agree to. If you ask, we may (but do not have to) allow you to withdraw funds in a different currency from the currency in which your Account is held. If we do this, our rate of exchange at the time you withdraw the money will apply.
  3. We may not allow you to withdraw money from your Account, and may not carry out any transaction or any matter relating to your Account if:
  4. we are not able to confirm your identity, or that of your authorised representative to our satisfaction;
  5. we, acting reasonably, believe the request or instruction is not genuine, clear or complete;
  6. we believe that the instruction is not in line with the mandate you gave us;
  7. funds in your Account have been earmarked (set aside) for any reason, resulting in there being not enough funds to meet your request or instruction;
  8. your Account is closed or suspended; or
  9. we have to keep to any regulatory, legal, court or statutory requirement, request or order which relates to the foregoing.

6 YOUR RESPONSIBILITIES

6.1 Monitoring your Account

It is your responsibility to:

  • Monitor your Account balance and promptly notify us, via Aspire’s Platform, of any unauthorised payments or withdrawals from your Account or of any suspicious matter to do with your Account.
  • Check all transaction records, and promptly notify us, via Aspire’s Platform, of any unauthorised or wrong entries (payments in or out) or other inaccuracies. You must do this within 14 days from receiving the statement or, in the case of an electronic statement, within 14 days from the date of the statement. If you do not do this, you have accepted your Account statement, electronic statement or transaction record to be correct, final and conclusive.
  • Promptly notify Aspire in writing about any change in your postal address, phone number, fax number or email address that you have provided to Aspire, or any relevant change to any of your information that Aspire has in its records (including your authorised representative and mandate). You must also send us, via Aspire’s Platform, any documents we need to support this change. We will need at least seven business days from receiving this information to change our records, after which the updated change will apply.
  • Take reasonable care and precautions and have adequate internal-control procedures and security arrangements to prevent fraud, forgery or other unauthorised use of payment instructions, withdrawal requests and so on in relation to your Account or service.
  • Notify us, via Aspire’s Platform, immediately if you become aware of any actual or suspected fraud, forgery or other unauthorised use of your Account or any other matter concerning your Account that you think looks suspicious.

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 BALANCE MONIES, NO INTEREST, FEES & CHARGES

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, DBS Bank Ltd (“Safeguarding Institution”). 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 ACCOUNT SUSPENSION OR CLOSURE

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:

  • any law or regulation which we have to keep to makes it illegal to maintain or allow you to continue to use your Account;
  • we decide or have reason to suspect that the Account is being used for or in connection with any fraudulent or illegal activities or transactions (including gambling, money laundering, funding terrorism, or tax evasion);
  • we receive instructions from your authorised representatives or any of your directors or partners which contradict your instructions; or
  • you fail to keep to any part of this Agreement.

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 TERMS RELATING TO PAYNOW SERVICES

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:

  • the PayNow Service Provider for its use, processing, archival, and disclosure to its service providers;
  • a PayNow Member, its vendors, and its customers, for the purposes of providing, maintaining and enhancing PayNow and related services to the PayNow Members and their customers; and
  • a PayNow Member, its vendors and its customers to determine whether you have completed a PayNow Registration and for its use and processing funds transfers via PayNow..

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):

  • if we are required to do so in accordance with any applicable laws, regulations, or to comply with any court order or direction by any regulatory authority;
  • upon the occurrence of any of the events referenced in Clauses 8.1 or 8.2;
  • if your Account (linked to your Corporate Proxy) is closed, frozen or suspended;
  • if in our sole opinion, we have reason to believe that you are in breach of, or have failed to observe or comply, with any of these Terms; and/or
  • where in our sole and absolute discretion, we deem it fit to do so.

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:

  • PayNow is operated by PayNow Service Provider(s). Therefore, your access and use of the PayNow Service is subject to the availability of the services by the PayNow Service Provider(s), the PayNow Members and Liquid;
  • Your use of the PayNow Service is subject to terms and conditions imposed by the PayNow Members and you agree to comply with such terms and conditions;
  • As PayNow is operated by the PayNow Service Provider(s) and not Liquid, Liquid does not represent or warrant that your use of the PayNow Service and/or the PayNow Transactions will be successful, uninterrupted, complete, timely, secure, or free of any error; and Liquid reserves the right to determine the type of transactions that can be made using the PayNow Service at our sole discretion.

10 PAYNOW QR

10.1  You agree:

  • that your use, reproduction or generation of any PayNow QR Code to receive and/or send funds is at your own risk, and that you shall be solely responsible for verifying the actual receipt of funds by you or your payee;
  • any PayNow QR Code generated by us at your request will embed information in relation to your Corporate Proxy which is accurate as at the time of PayNow QR Code generation, and you are responsible for discontinuing your or any other third party’s use of any PayNow QR Code (i) should any event in Clauses 8.1 and 8.2 of these Terms occur, and/or (ii) that PayNow QR Code was generated using specification(s) which have been superseded by further specification(s) which we have provided or made available to you;
  • for any PayNow QR Code which you generate, you will comply with such specification(s), rule(s), code(s), and/or standard(s) as we may provide you from time to time in relation to the generation of PayNow QR Code, and you are responsible for complying with the most updated specification(s) which we provide or make available to you and ensuring the accuracy and completeness of any information embedded in any PayNow QR Code generated by you (including information as to your Corporate Proxy, PayNow transaction reference and/or payment amount);
  • you are solely responsible for obtaining and maintaining, at your own cost, any hardware, software, equipment and communications network access necessary for the use or generation of any PayNow QR Code; and
  • that you will comply with such directions as we may issue from time to time in connection with any PayNow QR Code (whether generated by you or us) or its use, which may include the replacement or substitution of any PayNow QR Code previously issued or generated. We expressly exclude any guarantee, representation, warranty, condition, term or undertaking of any kind, whether express or implied, statutory or otherwise, relating to or arising from any use of or inability to use the PayNow QR Code to receive and/or send funds.

11 LIMITATION OF LIABILITY

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:

  • any PayNow Transaction being unsuccessful, late, incomplete or erroneous;
  • any unauthorised access and/or use of your personal computers or other access devices (including without limitation mobile phone, tablets etc.);
  • any event, the occurrence of which Liquid is not able to control or avoid through reasonable diligence including but not limited to any computer virus, other malicious, destructive or corrupting code and any compromise to information security;
  • the delay, interruption, error, modification, suspension, termination or discontinuance of Account Services; and
  • the refusal by your bank to accept transfers from your Account.

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.


12 INDEMNITY

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 COLLECTION, USE AND/OR DISCLOSURE OF INFORMATION

13.1  We may collect, use and/or disclose information for the following purposes (among others):-

  • to help us further create, develop, operate, deliver, and improve Liquid PayNow;
  • to administer, manage and operate Liquid PayNow, to provide the Services through Liquid PayNow and such other channels as may be available from time to time, and to provide customer service to you;
  • to help us to verify identity, protect our systems and customers, ensure the integrity and operation of our businesses and systems and for loss prevention and anti-fraud purposes;
  • to send important notices, such as communications about purchases and changes to our terms, conditions, and policies;
  • for internal purposes such as auditing, data analysis, and research to improve Liquid PayNow and customer communications;
  • where collected from cookies and other technologies, like pixel tags, to improve your user experience and the quality and scope of our services;
  • to comply with applicable laws, regulations and other requirements (e.g. providing assistance to law enforcement agencies, regulatory authorities and other governmental agencies, cooperating with governmental requests, performing internal audits);
  • to report any activity that we suspect violates any law or regulation to appropriate law enforcement agencies, regulatory authorities and other governmental agencies;
  • to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against any legal claims; and/or
  • to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of the Terms of Use, the terms of any Third Party Service Provider, any terms relating to any particular offer, promotion or task, or as otherwise required by law.

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.

14 INTELLECTUAL PROPERTY

“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 COMMUNICATIONS

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 INTERRUPTIONS, FORCE MAJEURE

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 CHANGES TO THESE STANDARD TERMS

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 GENERAL

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.