Section A: General Terms Of Service
1.1 Terms of Service. These Terms of Service (the "Terms") are provided by HitPay Payment Solutions Pte. Ltd., including, where applicable, all of its subsidiaries, brands, related or associated companies/brands (collectively referred to as "HitPay", "we", "us", or "our") and sets out the terms and conditions of use pursuant to which you may interact with the services provided by HitPay from time to time including but not limited to the e-commerce payment gateway services provided by HitPay, whether such services are provided online and/or offline (collectively, the "Services").
1.2 Platforms. By using our Services, which includes your use of our website (https://www.hitpayapp.com) and where applicable, our mobile application, application programming interfaces, software libraries and any other resources (whether online or offline) made available to you from time to time that are developed or owned by HitPay, through which you access and use our Services (the "Platforms"), downloading or installing, accessing, browsing, or registering to use our Platforms, and the making of any transient or incidental copies of our Platforms on your designated devices, you acknowledge that you have read, understood and accepted these Terms, and you further authorise us to carry out our roles, responsibilities as mentioned (whether expressly or impliedly) in these Terms, and that you agree to comply with them.
If you do not agree to these Terms of Service, please do not use our Platforms.
2. CHANGES TO THESE TERMS
3. OUR PLATFORMS
3.1 Revisions to Our Platforms. We may update our Platforms from time to time, and may change the content at any time. However, please note that any content on our Platforms may be out of date at any given time, and we are under no obligation to update it.
3.2 No Guarantee. We do not guarantee that our Platforms, or any content in it, will be free from errors or omissions. You agree that it shall be your responsibility to update the Platforms to the latest version as and when such updates become available.
4. ACCESSING OUR PLATFORMS
4.1 Access to Our Platforms. You may download, install and generally access our Platforms free of charge. However, certain acts or use of the Platforms may result in costs being incurred by you.
4.2 Availability of Platforms. We do not guarantee that our Platforms, or any content on it, will always be available or be uninterrupted. Access to our Platforms is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Platforms without notice. We will not be liable to you if, for any reason, our Platforms is unavailable at any time or for any period. You agree that we shall have the right to access your mobile phone's photo library to enable you to upload photos onto the Platforms.
4.3 Data Collection. By accessing and using our Platforms, you consent to us tracking your data in areas such as but not limited to those that assist with customer support and troubleshooting. You further agree for this data to be stored for our own internal purposes.
4.4 Data Storage. You understand and agree that we may store your data in an encrypted database on our servers or other cloud-based platforms.
4.5 Loss of Data. You understand and agree that HitPay may utilises servers or other cloud-based platforms to store your data and we have no control over what happens with the servers or other cloud-based platforms. You further acknowledge that there may be circumstances where we may be unable to retrieve any data stored in such serves or other cloud-based platform.
4.6 Deleting your Account. You may delete your account on our Platforms at any time provided that you have fulfilled all your payment and contractual obligations. You acknowledge that the deletion of your account may result in the permanent deletion of any data that is stored on the Platforms relating to your account.
5. YOUR ACCOUNT AND PASSWORD
5.1 Account. You agree that you will not solicit, collect or use the login credentials of other Platforms users. To set up an account with us ("Account"), you agree to provide us with your company name, contact number and email address, and agree to allow us to contact you through such email address and/or contact number to assist with the setting up of your Account. You agree to provide true, accurate, current and complete information and you will not misrepresent any profile information.
5.2 Consent for Third Party Access. We partner with third party service providers ("Third Party Service Providers") who provide payment services used by you on our Platforms which uses QR payments. Such Third Party Service Providers may request for additional information, including, but not limited to, unique entity number, bank accounts details and details of your business. In order for us to provide the Services, you agree to provide such details to the Third Party Service Providers.
6. DUE DILIGENCE CHECKS
6.1 Due Diligence. We are required by law to carry out customer due diligence checks on you before successfully setting up your Account and allowing you use of our Platforms. You agree to cooperate with all requests made by us or any of our Third Party Service Providers in relation to your Account for the purposes of identifying and authenticating your identity. We reserve the right to close, suspend or limit access to your Account and the Platforms if we are unable to obtain or verify your information.
6.2 Addressing Security Risks. We have briefly set out our Anti-Money Laundering (AML) and Counter-Financing of Terrorism (CTF) Policy in the Appendix hereto, which we will have to comply with in order to address risks relating to money-lending and financing of terrorism.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership of Intellectual Property Rights. You acknowledge that the intellectual property rights in or to the Platforms are owned by us. No part or parts of the Platforms may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission. The trade marks, service marks, and logo ("Trade Marks") used and displayed in or through the Platforms are registered and unregistered Trade Marks of ours. Nothing in the Platforms should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trade Marks displayed in or through the Platforms, without our written permission.
8. RELIANCE ON INFORMATION
8.1 No Reliance On Information. Any content on our Platforms is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Platforms.
8.2 Accuracy of Content. Although we make reasonable efforts to update the information on our Platforms, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platforms is accurate, complete or up-to-date.
9. LIMITATION OF OUR LIABILITY
9.1 Limitations. To the extent permitted by law, we exclude all conditions, warranties, representations, or other terms which may apply to our Platforms or any content on it, whether express or implied.
9.2 Exclusions. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of or reliance on any content displayed on our Platforms other than in accordance with these terms. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your mobile phone, computer equipment, computer programs, data or other proprietary material due to your use of our Platforms or to your downloading of any content on it, or on any other Platforms or websites linked to it, except where it was caused by our omission, negligence or wilful misconduct; and
(b) any indirect, consequential loss, loss of profits, reputation, interest, and other professional costs and expenses.
9.3 Further Exclusions. Without prejudice to the generality of the foregoing, we will not be liable for any inconvenience, loss, cost, damage or injury suffered by you or any third party arising from or caused by:
(a) our compliance with any instruction given or purported to be given by you relating to a transaction performed via the Platforms ("Transaction"), notwithstanding that the integrity of the information comprised in such instruction may have been compromised or impaired during transmission, provided that such compromise or impairment would not have been apparent to a reasonable person receiving such instruction;
(b) use of your Account and the Platforms by third parties, whether authorised or unauthorised by you;
(c) your transfer of funds to the wrong mobile number or the wrong recipient;
d) any inaccurate, delayed or otherwise defective payment due to (or contributed by) Third Party Service Providers;
(e) theft or loss of your device, hardware and/or equipment on which the Platforms may be installed;
(f) your inability to effect or complete any Transaction due to system maintenance or breakdown/non-availability of the Platforms or any network;
(g) you being deprived of the use of the Platforms as a consequence of any action by us, except where such deprivation is caused by our omission, negligence or wilful misconduct; and
(h) any failure by us to perform any obligation or observe any of these Terms if such failure arises from a failure of, or any unauthorised and/or unlawful access to, any machine, data processing system or transmission link or any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, unforeseeable delay in deliveries from sub-contractors, or any event outside our control.
9.4 Loss of Data. You understand that you are solely responsible for any damage to your computer system or loss of data that results from any material downloaded from or otherwise provided through our Platforms. Any content or information accessed by or provided to you through our Platforms is provided "as is," "with all faults," and "as available." HitPay, its agents, and its licensors do not warrant the accuracy, completeness, current-ness, noninfringement, merchantability or fitness for a particular purpose of any content or information available through its website or network. You access such content or information at your own risk. HitPay does not guarantee that its network or websites will be error-free, or continuously available, or that it will be free of viruses or other harmful components. Under no circumstances will HitPay, its affiliates, its agents or its licensors be liable to you or anyone else for any damages that arise from the use of its network or website. This is a comprehensive limitation of liability that applies to all damages of any kind-for example, compensatory, special, direct, indirect, or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties-even if we are advised beforehand of the possibility of such damages.
10. UPLOADING CONTENT TO OUR PLATFORM
10.1 Standards and Rights of Uploaded Content. Where you make use of a feature that allows you to upload content to our Platforms, or to contact other users of our Platforms, you must comply with the content standards set out in our Acceptable Use Policy. You irrevocably and unconditionally represent and warrant that any content you upload to our Platforms or through our Platforms complies with the standards set out in our Acceptable Use Policy.
10.2 Intellectual Property Rights. You irrevocably and unconditionally represent and warrant that any content you upload to our Platforms or through our Platforms does not violate, misappropriate or infringe the rights of any third party, including but not limited to privacy rights, copyrights, trade mark and/or any other intellectual property rights.
10.3 Rights Reserved. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platforms constitutes a violation of their intellectual property rights.
10.4 Accuracy of Content. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Platforms.
10.5 Removal of Content. We have the full discretion to remove your content from our Platforms where your content does not comply with the content standards set out in our Acceptable Use Policy or your content is deemed otherwise inappropriate for our Platforms. We shall not be liable to you in whatsoever manner should we choose to remove your content from our Platforms.
11.1 Indemnity. By using our Platforms, you irrevocably and unconditionally agree and undertake that you shall indemnify us against any actual liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect, consequential loss, loss of profits, reputation, interest, legal and other professional costs and expenses) suffered by us due to (a) any infringement of third party rights caused by your usage, including but not limited to any third party intellectual property rights, (b) any breach of any applicable laws, including but not limited to data protection laws and/or (c) any breach of these Terms caused by your action, negligence or inaction, whether wilful or not.
12.1 State of Platforms. We do not guarantee that our Platforms will be secure or free from bugs or viruses. We will not be responsible for or obligated to carry out bug fixes of the Platforms. We do not guarantee that the Platforms will work on your mobile phone.
12.2 User Responsibility for Self-Protection. You are responsible for configuring your information technology, computer programmes and platforms in order to access our Platforms. You should use your own virus protection software.
12.3 User Responsibility for Protection of Others. You must not misuse our Platforms by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious and/or technologically harmful. You must not attempt to gain unauthorised access to our Platforms, the server on which our Platforms is stored or any server, computer or database connected to our Platforms. You must not attack our Platforms via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may be committing an offence under the applicable laws and regulations. We will not hesitate to report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platforms will cease immediately.
Section B: API Terms Of Service
13. API TERMS OF SERVICE
13.1. API Terms of Service. The Application Programming Interface (together with any updates, upgrade, modifications and/or patches) ("API") is provided and owned by HitPay. For the purposes of this Section B (API Terms of Service), "you" and "your" refers to any person and/or entity who/that has received the API from us or is otherwise accessing and/or using the API.
13.2. Compliance. By accessing and/or using the API, you agree that you have read and understood these Terms and agree to be bound by them. If you do not agree to be bound by these Terms, you must stop accessing and/or using the API, and completely remove the API from your system and not keep any copy of the API.
13.3. User Consent. By accessing and/or using the API, you hereby consent to HitPay, its officers, employees, servants, agents, representatives and sub-contractors collecting, using, disclosing and/or retaining your personal data for the purpose of providing you the API. For further details on HitPay's personal data protection policy, you may contact firstname.lastname@example.org.
13.5. Terms Governing Third Party Access. If any third party product and/or services are integrated into or are components of the API, your access and/or use of these third party products and/or services are subject to the applicable terms and conditions of the relevant third party vendors and you agree to be bound by and to comply with these terms and conditions in your access and/or use of these third party products and/or services. For the avoidance of doubt, we are not responsible and provide no warranty in relation to these third party products and services.
13.7. Change of Terms. We may change these Terms from time to time and shall notify you of any such change. If you use or access the API after such change, you are deemed to have agreed to such changes and to be bound by it.
13.8. Accuracy of Your Information. You warrant that any information which you have provided to us in order to obtain the API from us is accurate and complete for the duration of your access and/or use of the API.
14. DISCLAIMER AND EXCLUSION OF WARRANTIES
Disclaimer and Exclusion of Warranties. The API is provided "as is" and "as available" with no warranties whatsoever. We disclaim all express and implied warranties, including implied warranties of accuracy, merchantability, fitness for a particular purpose, and non-infringement. We shall not be responsible or liable for any error, delay, or interruption in the operation of the API. We make no guarantee, representation or warranty regarding the availability, timeliness, reliability, accuracy, completeness, accessibility, quality, operation, functionality or usefulness of any portion of the API. We do not guarantee that the API will be error-free or will be available, will operate in an uninterrupted manner; or will be free of viruses, worms, defects, trojan horses, malware or any items of a destructive nature. We do not guarantee that the API will operate or function on or with any electronic device(s) or operating system. Your use of the API is voluntary and is wholly at your own risk. To the maximum extent permitted by law, you are solely responsible for any liability, loss or damage that you may incur through or in connection with the use of the API.
15. NO SUPPORT
No Support. You agree that we have no obligation whatsoever to provide any maintenance, support, and/or other services (including any documentation, error corrections, updates, upgrades, bug fixes, and/or enhancements) in relation to the API. However, if any updates, upgrades, modifications and/or patches are provided by us, you shall install such updates, upgrades, modifications and/or patches to keep your installation of the API updated to the most recent release.
16.1. Terms of Licenses Granted. Subject to your compliance with these Terms, we grant you a limited, royalty-free, non-exclusive, personal, revocable, non-sublicensable, and non- transferable licenses for the Purposes of Use.
16.2. Limitations of Licenses. The API is licensed, and not sold, to you. You shall utilise the API only as permitted by these Terms. You shall not and shall not permit any other party to: (
a) modify, adapt, improve, enhance, alter, or create derivative works of the API;
(a) use or merge the API, or any component or element thereof, with other software, databases, and/or services not authorised by us;
(b) sublicenses, distribute, sell, or otherwise transfer the API to any third party;
(c) use the API as part of a service bureau, or lease, rent, sell, or loan the API to any third party;
(d) reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code or structure of the API;
(e) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control the access to and use of the API;
(f) violate any applicable laws, rules and/or regulations in connection with your access and/or use of the API;
(g) perform any action with the intent of introducing into the API viruses, worms, defects, trojan horses, malware, or any items of a destructive nature;
(h) develop, distribute or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the API; or
(i) remove, alter, or obscure any copyright notice or any other proprietary notice that appears on or in the API.
17. INTELLECTUAL PROPERTY RIGHTS
17.1. Ownership of Intellectual Property Rights. The API and all content made available through the API (including pages, documents, images, audio, and video), and the source and object codes, the format, directories, queries, algorithms, structure and organisation of the API, are proprietary to us or our licensors, and all intellectual property rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us.
17.2. Display of Credit. All content from our website that are used or displayed on your websites or mobile applications, through the API, shall be accompanied by a credit to us or the appropriate content owners. Such credit shall be displayed conspicuously. Where any such content is stipulated to be subject to a creative commons licenses, you agree to use such content in accordance with the terms of the applicable creative commons licenses.
18. SUSPENSION AND TERMINATION
18.1. Suspension and Termination Without Cause. We may in our sole and absolute discretion, at any time and without assigning any reason, suspend or terminate these Terms and your access to and use of all or part of the API, with or without notice.
18.2. Suspension and Termination With Cause. We may also terminate these Terms and suspend or terminate your access and use of the API, at our sole and absolute discretion, if you breach these Terms and/or any of the terms and conditions governing the use of the content made available through the API.
18.3. Duration of Binding Terms. You may stop using the API and terminate these Terms at any time. These Terms will continue to bind until termination.
18.4. Actions after Termination. Upon suspension or termination, you shall immediately remove and delete the API and any cached or stored content, along with any related documentation (and any copies thereof) that you may have received or otherwise may possess.
19. USER ACKNOWLEDGEMENTS
19.1. Obligation and Liability of Our Platforms. You agree that we have no obligation to provide, or continue to provide, the API, or any part thereof, now or in the future. You agree that we are not liable to you or any third party for any modification, cessation, or termination of the API (including modification, cessation or termination of your right to use the API).
19.2. User Responsibility for API Related Hardware and Software. You agree that you are responsible for obtaining and maintaining all telecommunications, broadband, software, hardware, equipment, and services needed to access and/or use the API, and for paying all charges related thereto.
19.3. User Responsibility for API Usage. In choosing to access and/or use the API, you agree to do so on your own initiative and at your own risk, and you are responsible for complying with all applicable laws, rules and regulations.
Section C: Miscellaneous
20. CONFIDENTIAL INFORMATION
20.1. Definition of Confidential Information. "Confidential Information" refers to any confidential information which is disclosed by us to you in connection with the Terms (including all information of a third party) and which is conveyed either: (i) in written, graphic, machine- readable, or other tangible forms; or (ii) orally or (iii) in any other form, and shall be taken to include, without limitation:
(a) information that is by nature or the context in which it was given confidential or proprietary information of HitPay; and
(b) specifications, operations or systems manuals, technological developments, decision processes, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, non- public financial results, market share, customer information, customer names, proprietary ideas, concepts, trade secrets, know-how, inventions, techniques, methodologies, and all other information related to a party's business.
20.2. Use and Disclosure. You agree that you shall in no way use, disclose or disseminate any Confidential Information you receive from us to any person or entity for any purpose without the prior written consent of us. You agree to use a reasonable degree of care to avoid disclosure, publication, or dissemination of our Confidential Information.
20.3. Exceptions. The confidentiality obligations set forth herein will not apply to the extent that:
(a) the Confidential Information is, at the time of disclosure, part of the public domain; or (b) Confidential Information is required to be disclosed by a government agency or by a proper court of competent jurisdiction; provided that you will minimise the disclosure of such information and will consult and assist the us in obtaining a protective order prior to such disclosure.
20.4. Notice of Unauthorised Disclosure. You shall immediately give us notice of any unauthorised use or disclosure of Confidential Information, upon learning of the same and will cooperate with us in every reasonable way to help regain possession of the Confidential Information.
20.5. Return of Confidential Information. You will at any time, upon receipt of our written request, within five (5) business days return to us all of the Confidential Information or certify destruction of the same, where possible, pursuant to an appropriately secure destruction method. You shall not retain any copies or abstracts of our Confidential Information.
20.6. Press Releases. You shall not, except as required by law, disclose, or issue any press release mentioning or making reference to HitPay without our prior written consent.
20.7. Injunctive Relief. You understand and agree that, in the event it fails to comply with of these terms, HitPay may suffer irreparable harm, and that monetary damages may be inadequate to compensate HitPay for such breach. Accordingly, you agree that HitPay will, in addition to any other legal or equitable remedies available to it, be entitled to apply for immediate injunctive relief.
21.1. Partial Invalidity. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from these Terms and shall not affect the legality, validity and enforceability of any remaining provision.
21.2. Relationship. The use of the API does not create any relationship of agency, partnership, joint venture, employee-employer or franchisor-franchisee between you and us.
21.3. Rights In Relation to Third Parties. We may assign our rights and duties hereunder to any third party at any time without your prior consent or giving prior notice to you. However, you shall not assign any rights or obligations herein without our prior written consent.
21.4. No Waivers. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision and/or right.
21.5. Persons Not a Party to these Terms. A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of these Terms.
22. GOVERNING LAW
22.1 Governing Law. These Terms Of Service Shall Be Governed And Construed In Accordance With The Law Of Singapore.
22.1 Dispute Resolution. The Courts Of Singapore Shall Have Exclusive Jurisdiction To Settle Any Dispute Arising Out Of Or In Connection With These Terms Of Service.
Anti-Money Laundering And Counter-Financing Of Terrorism Policy
We shall apply a risk-based approach to anti-money laundering ("AML") and counter-financing of terrorism ("CFT"), which involves an assessment of the money laundering ("ML") and terrorism financing ("TF") risks and adopting measures that are proportionate to these risks in order to mitigate such risks appropriately and more cost effectively. The degree, frequency or intensity of AML/CTF controls will be more comprehensive for higher ML/TF risks.
We have appointed a point person at management level to address compliance with AML/CTF legal requirements. The first line of defence are the business units, which are accountable for mitigating any ML/TF risks. The second line of defence rests with the compliance team, which is responsible for monitoring and reporting ML/TF risks. The third line of defence is the audit team (which can be internal or external), which is responsible for carrying out independent assessments of our procedures and controls.
Users of the Platforms (each a "User") agree to provide any information and/or documents reasonably required by us to comply with any applicable anti-money laundering or counter- terrorism financing laws including any applicable laws imposing know your customer or other identification checks or procedures that we are required to comply with in respect of its provision of services relating to the Platform ("AML/CTF Laws"). The foregoing obligation applies only to the extent that such information and such documents are in the possession of the User or may be obtained by it after having undertaken reasonable steps and subject to any confidentiality, privacy or general law obligations owed by the User to any person in relation to whom the information or documents requested relate (except, in all cases, to the extent that the foregoing may be overridden by the relevant AML/CTF Laws). Each party must comply with any AML/CTF Laws applicable to it, to the extent required to comply with its obligations under the Terms. We may decline to perform any obligation(s) and/or perform any transactions to the extent that we form a view that engaging in such activity or inactivity is inconsistent with our AML/ CFT policy.
To the maximum extent permitted by law, we shall be released from any confidentiality, privacy or general law obligations that we would otherwise owe you, where such release is necessary for us to comply with the applicable AML/CFT Laws.