Legal

Tazapay Merchant Account Agreement
Section A: General Terms
Section B: Tazapay Technology
Section C: Payment Processing Services
Section D: Confidentiality, Data Protection and Security
Section E: Additional Legal Terms
Section F: Definitions and interpretations

Tazapay Merchant Account Agreement

TAZAPAY PTE. LTD. (UEN 202010604W), a company incorporated under the laws of Singapore ("Company") is regulated by the Monetary Authority of Singapore as a Major Payment Institution. This Merchant Account Agreement ("Merchant Agreement") is a legal Agreement between the Company and the entity or person ("you" and "your") that sets forth the terms and conditions which governs your use of the Payments Processing Service provided by the Company. You may not access or use any of the Services unless you agree to abide by all the terms and conditions of this Merchant Agreement.

Section A: General Terms

Overview of this Merchant Agreement

  • The Company owns and operates the online payment applications ("Tazapay" or "Platform") https://dashboard.tazapay.com/
  • You expressly authorise the Company or any of its Subsidiaries and the Company (or its appointed Subsidiary) hereby agrees to serve as your agent and/or merchant of record ("MOR") as may be applicable, for the purpose of receiving payments on your behalf from your Buyer.
  • The Company will provide you with a more detailed description of the Payment Processing Services through published software libraries and application programming interfaces that may be used to access the Payment Processing Services and additional resources the Company makes available to you on the Platform.
  • Before using the Payment Processing Services, you must register on the Platform and create an account ("Merchant Account").
  • Any reference to time or calendar day in Merchant Agreement shall be a reference to Singapore Time and a calendar day in Singapore, respectively.
  • All communications shall be made in the English language.
  • By using the Payments Processing Service, you accept the Merchant Agreement, and your intent and agreement to be bound by them.

Acceptance of Terms and Conditions

  • By accessing and/or using the Platform, you expressly acknowledge and represent that you have carefully read, understood and accepted the terms in its entirety as a legally binding agreement between you and the Company.
  • You should immediately stop accessing and/or using the Platform if you do not accept the terms.

Your Merchant Account

  1. Opening of Merchant Account
    1. Only businesses (including sole proprietors and other types of legal entities) are eligible to apply for a Merchant Account to use the Payment Processing Services described in this Merchant Agreement.
    2. To register for a Merchant Account, you  must provide the Company with your business or trade name, physical address, email, phone number, business and/or tax identification number, website URL, the nature of your business or activities, and any supporting documentation and any other information about you that the Company may be required to collect under applicable  law and regulations.  The Company may also collect Personal Data (including but not limited to name, birthdate, and government-issued identification number) and any other information required by law about your beneficial owners , ultimate beneficial owners, connected parties and any natural persons whom you may appoint to act on your behalf in establishing business relationships with the Company.You will notify the Company within fifteen (15) days from date of change of the information. Until you have submitted, and the Company has reviewed, verified and approved, all required information, you will not be able to use your Merchant Account for transactions.
    3. You may only use Payment Processing Services to facilitate Transactions with your Buyers. You may not use Payment Processing Services for any personal or non-commercial transactions, or for any other purposes prohibited by this Merchant Agreement.
    4. Where the Company approves your application for the Merchant Account, the Company will issue you a Merchant Account and access to the Platform will be granted (each such authorised representative a "Registered User").
  2. Responsibility of Your Merchant Account
    1. Your Account can only be used by you and/or your Registered User(s) (as the case may be) and you acknowledge and agree that you shall be fully liable at all times for any communication, transaction, instruction and/or operation made or performed, processed or effected through your Merchant Account (each an "Instruction") by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent.
    2. You must immediately notify the Company if you suspect or become aware of the use of your Merchant Account by any person other than yourself and/or your Registered User(s).
    3. Without prejudice to any other provision of the terms and conditions, you authorise the Company to act upon any Instruction (though the Company is not obliged to) which the Company believes was given by you (whether through your Registered User(s) or otherwise).
    4. Any Instruction shall not be considered to have been received by the Company until it has actually been received successfully by the Company (whether electronically or otherwise).
    5. You acknowledge and agree that any records created and maintained by the Company of Instructions by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such Instructions.
    6. You acknowledge and agree that the Company may, at its sole discretion, refuse to act or defer acting upon any Instruction with or without any notice to you.
    7. You acknowledge and agree that if you hold multiple Merchant Accounts with the Company  ( whether directly or indirectly and whether in your name or in the name of a third party), the Company shall be entitled, without any notice to you, to combine or consolidate all and any of your Merchant Accounts and to set off any funds held in all and any of your Merchant Accounts, against all liabilities that you owe to the Company. For the purpose of this clause, you acknowledge and agree that the Company has the sole and absolute discretion to determine which Merchant Accounts are held and/or controlled by you directly or indirectly and whether in your name or in the name of a third party.
  3. Validation and Underwriting
    1. At any time during the term of this Merchant Agreement and your use of the Payment Processing Services, the Company may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you and your beneficial owners, connected parties and persons authorised to act on your behalf, and assess the risk associated with your business. This additional information may include corporate documentation (business profiles, company registers or such similar documentation), business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals.
    2. If you use Payment Processing Services, the Company may also request that you provide copies of financial statements or records pertaining to your compliance with this Merchant Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your Merchant Account.
    3. You authorise the Company to retrieve information about you from third party service providers, including credit reporting agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to the Company. You acknowledge that this may include your name, addresses, credit history, and other data about you or Your Registered User. You acknowledge that the Company may use your information to verify any other information you provide to the Company, and that any information the Company collects may affect assessment of your overall risk to Company's business. You acknowledge that in some cases, such information may lead to suspension or termination of your Merchant Account. The Company may periodically update this information as part of underwriting criteria and Risk Policy.
  4. Changes to your Business, Keeping Your Merchant Account Current
    1. You agree to keep the information in your Merchant Account current. You must promptly update your Merchant Account with any changes affecting you, the nature of your business activities, your Registered Users, beneficial owners, principals, connected parties, or any other pertinent information. The Company may suspend your Merchant Account or terminate this Merchant Agreement if you fail to keep this information current.
    2. You also agree to promptly notify the Company in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a "Bankruptcy Proceeding"); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgement, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
  5. Inactive Account
    1. The Company has the right to suspend and review your Merchant Account if it is not accessed and/or used for one month ("Inactive Account").
    2. Following the review, where the Company deems your Merchant Account to be an Inactive Account, the Company will notify you of the same through such means of communication as the Company may prescribe from time to time ("Notice of Inactivity").
    3. If you do not respond within the period stipulated in the Notice of Inactivity, a monthly fee may be charged in relation to each Inactive Account for as long as it remains inactive starting the day immediately.
    4. In addition to charging the monthly fee, the Company may take any other action it deems necessary at its sole discretion in relation to any Inactive Account, including terminating such Inactive Account in accordance with clause 5.2(h). You may request to reactivate Your Inactive Account by filing a request with the Company and the Company may require you to provide such information and/or documents as the Company deems necessary before deciding on whether to reactivate your Inactive Account.
  6. Closing of Merchant Account
    1. You may close your Merchant Account by following the necessary instructions on the Platform.
    2. Notwithstanding anything in the Merchant Agreement, you cannot close your Merchant Account while there are any Service Fees payable to the Company.
    3. For avoidance of doubt, where you close your Merchant Account that is subject of investigations or Company incurs losses due to the Chargebacks, Fines by the Payment Service Providers and/or Financial Partners, you shall remain liable for all the obligations arising from in connection with such Merchant Account.

Your Relationship with your Buyers

  • You may only use the Payment Processing Services for legitimate Transactions with your Buyers. You know your Buyers better than the Company, and you are responsible for Your relationship with them.
  • The Company is not responsible for the Products or Services you publicize or sell, or that your Buyers purchase using the Payment Processing Services. You affirm that you are solely responsible for the nature and quality of the Products or Services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Buyers.
  • The Company provides the Payment Processing Services to you but the Company has no way of knowing if any particular purchase, sale, order, or other transaction (each a "Transaction") is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Buyer is erroneous (such as a Buyer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to investigate the Transaction and, if necessary, contact your Buyer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Payment Processing Services.

Term and Termination

  • The term of this Merchant Agreement shall commence when you open the Merchant Account on the Platform and shall continue as long you have been enabled on the Platform or until terminated as per the Merchant Agreement.
  • The Company may terminate this Merchant Agreement or suspend the Payment Processing Services to you in if any of the following occurs:
    • You are in breach of terms and conditions of the Merchant Agreement.
    • The Company solely determines that your use of the Payment Processing Service exceeds the Risk tolerance of the Company, Payment Service Providers or Financial Partners.
    • There is an order from the Payment Service Providers, Financial Partners or regulatory body to limit the Payment Processing Services to you.
    • You do not meet any of your payment obligations to the Company.
    • It is illegal for the Company to provide the Payment Processing Service to you.
    • The Company determines that your business model has materially changed or that the business activities have changed materially to pose significant Risk to the Company.
    • Your Merchant Account has excessive Chargeback.
    • The Company in its sole and absolute discretion suspects that  you have  committed  fraud or that you are engaged in fraudulent activities.
    • Your actions have caused Losses to the Company.
    • Your Merchant Account is an Inactive Account.
    • The Company solely determines that your use of the Payment Processing Services involves unusual or suspicious transactions and/or entails higher risk of involvement with money laundering and terrorist financing.
    • The Company in its sole and absolute discretion suspects that you are engaged in activity that is unlawful .
  • Either Party can terminate the Merchant Agreement in the following situations:
    • The other Party is in breach of the Merchant Agreement and fails to cure the breach within 30 days of being notified of by the other Party.
    • The other Party becomes the subject of any voluntary or involuntary proceedings in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of The creditors which is not revoked in 60 days.
  • Effects of Termination:
    • The Company shall immediately discontinue the Payment Processing Service.
    • Rights and obligations of each Party accrued up to the date of termination shall remain in force until discharged.
    • Upon the request by any Party, the other Party shall return Data, Company Proprietary Materials, Confidential Information to each other, or ease them upon request, except when required by law or internal policies to retain.
  • Notwithstanding the clause above, the termination of the Merchant Agreement does not relieve you of any obligations to pay any Service Fees, Penalties, Refunds, Chargebacks or any other amounts owed by you to the Company, irrespective of whether it has accrued prior or after termination. The Company also reserves the right to withhold any payment post termination if it is reasonably determined that the Company may incur Losses resulting from your actions or any other legal Risks associated with your Merchant Account. The Company shall communicate in writing the reason for withholding the payments and give you a timeline for releasing the funds.

Fees and Taxes, Penalty

  • The Service Fees applicable on the Payment Processing Services will be presented to you on the pricing page during the onboarding stage or specifically agreed between the Parties.
  • The Company reserves the right to revise the Service Fees at any time. However, you shall be notified in writing at least thirty (30) days in advance before the revisions become applicable to you. In case you do not agree to the revision in Service Fees, you can exercise the right to terminate the Merchant Agreement.
  • All Service Fees of the Company are exclusive of VAT/GST, withholding and other taxes as applicable and all such applicable taxes are payable by you, if and to the extent they apply.
  • It is your responsibility to collect VAT/GST or similar taxes on your sales, report and remit the correct tax to the appropriate tax authority. In certain markets, we will collect these taxes and remit the tax to the appropriate tax authorities.
  • You hereby agree to comply with any and all applicable tax laws in connection with your use of the Payment Processing Services, including the reporting and payment of any taxes.
  • In addition to the Service Fees, you are also responsible for (a) fees and costs involved in Chargeback and Refund, and (a) Penalty and Fines imposed in relation to the Merchant Account on you or on the Company resulting from your use of Payment Processing Services in a manner not permitted under this Merchant Agreement or applicable laws and regulations.
  • The Company has the right to deduct any and all amounts you owe to the Company under the Merchant Agreement from the balance in Your Merchant Account, or the Reserves and Holds.

Section B: Tazapay Technology

API and Dashboard

  • The Company has developed and provides access to the API that may be used to access the Payment Processing Services. You may use the API solely as described in the API Documentation to use the Payment Processing Services on websites and through the applications identified in Your Merchant Account. You may manage your Merchant Account, connect with other service providers, and enable additional features through the Dashboard. The Company will use the Dashboard to provide you with information about your Merchant Account.
  • You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by Company. Due to the nature of the Payment Processing Services, the Company will update the API and API Documentation from time to time, and may add or remove functionality. The Company will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Payment Processing Services with minimal interruption.
  • Company will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Buyers, and secret keys permit any API call to your Merchant Account. You are responsible for securing your secret keys. Do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Merchant Account and potential losses to you or your Buyers for which you will be solely liable. You should contact the Company immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Payment Processing Services. Company will provide more details on proper use of publishable and secret API keys in the API Documentation.
  • You agree to use the API keys issued upon onboarding only on the URL registered with us at the time of onboarding. Processing Transactions from unregistered URLs using the API keys without  our express consent, or any misuse including but not limited to, using them for unauthorized activities, impersonating another user or entity, or attempting to gain unauthorized access to any system or data, will be considered masquerading. Masquerading is a serious violation of this Merchant Agreement and will result in Penalties, including Merchant account suspension or termination. You agree to indemnify and hold harmless the Company from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or in connection with the misuse of the API keys.
  • You agree to use the API only on URLs that are explicitly approved by the Company.
  • You agree to disclose accurate and complete information about the Buyer and the goods or services sold via the API for each of the transactions, including but not limited to buyer email, name, address, description of sale, and redirection URL where the API is being used. Any attempt to deliberately mask/misrepresent/masquerade the actual URL where the Payment Processing Services are being utilized will constitute a violation of this Agreement resulting in Penalties.

Intellectual property Rights, Data and License

  • Company shall retain the your Data in its computers, server and backups only for the period:
    • beyond which, in its sole determination, retention of Data is required for legal or business purposes.
    • required under applicable laws.
  • Company grants you:
    • a limited, conditional, restricted, revocable, royalty free, non-assignable, non-sub licensable, non-transferable and non-exclusive license to use the Company trademarks solely for the purposes of co-branding and promoting the Payment Processing Service.
    • a limited, conditional, restricted, revocable, royalty free, non-assignable, non-sub licensable, non-transferable and non-exclusive right to access the Service
  • Company, and its licensors, own all worldwide intellectual property rights in the Proprietary Materials used for providing the Payment Processing Service. You acknowledge that nothing in this Merchant Agreement shall be construed to vest in or transfer to you, either directly or by implication, estoppel or otherwise, any right, title or interest in or to Company's Proprietary Materials, other than as explicitly granted in this Merchant Agreement.
  • You hereby grants to the Company a non- exclusive, sub licensable, worldwide, royalty free, delegable, transferable licence to copy, reproduce, store, publish, export, adapt, edit and translate your data to the extent reasonably required for the performance of Company's contractual obligations and the exercise of rights under the Merchant Agreement.

Tazapay Marks, Reference to Our Relationship

  • The Company may make certain Tazapay logos or marks ("Tazapay Marks") available for use by you and other users to allow you to identify the Company as a service provider. The Company may limit or revoke your ability to use Tazapay Marks at any time. You may never use any Tazapay Marks or Tazapay IP consisting of trademarks or service marks without Company's express permission, or in a manner that may lead people to confuse the origin of your Products or Services with Company's.
  • During the term of this Merchant Agreement, you may publicly identify the Company as the provider of the Payment Processing Services to you and Company may publicly identify you as a user of Company's Platform. If you do not want the Company to identify you as a user, please get in touch. Neither you nor the Company will imply any untrue sponsorship, endorsement, or affiliation between you and the Company. Upon termination of your Merchant Account, both you and Company will remove any public references to our relationship from our respective websites.

Section C: Payment Processing Services

Payment Processing Services

  • The Company provides the following Payment Processing Service to all Registered Users of Platform. As a Registered User, you are required to adhere to the conditions of each Payment Processing Service:
    1. Collections
      Once you have been onboarded on the Platform, you represent and warrant to the Company that each payment you are entitled to receive using the Payment Processing Services is in relation to bona fide sale of Products or Services to your Buyer. Any receipt provided to the Buyer shall be binding on you and shall satisfy all applicable regulatory requirements.
    2. Settlement
      1. The Company will, with its Payment Service Providers and Financial Partners, arrange to settle the funds from collections done on your behalf to your Settlement Account and on a weekly schedule or other schedule that has been mutually agreed upon in writing by the Parties. Unless otherwise agreed, the Company shall always do aggregated settlement of all collections on the scheduled settlement date and net of any applicable Deductions. If the Deductions exceed the settlement amount, then we have the right to recover the shortfall through (a) offset against future settlements (b) offset against any Reserves or Holds (c) a notice of demand the payment of the shortfall amount from you or (d) other reasonable measures to recover the shortfall amount. You have the obligation to remit the shortfall amount to Tazapay upon demand.
      2. Payment to your Settlement Account, including timing thereof, will be in accordance with terms and conditions established by, and communicated in writing and in advance to you by the Company. The Company will, with its Payment Service Providers and Financial Partners, arrange to settle funds to your Settlement Account. Settlements are done on working days only. Settlements will not be done on public holidays, saturdays and sundays. In the event the scheduled settlement date falls on a public holiday then the settlement will be done on the next working day.
      3. You affirm that you are authorized to receive settlements to this Settlement Account, and that the Settlement Account is owned by you, and administered and managed by a licensed financial institution. If you update your Settlement Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. The Company may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
    3. Payouts to third-party recipients
      At this time, the Company does not offer the holding of balances in your Merchant Account (other than pending settlement to you as per 10.1.1) or a feature allowing you to make payments to any party other than yourself (a "third-party recipient"). However, the Company can make third party payments on your behalf, subject to you providing all relevant information required by the Company to execute such third party payment, including all information required by the Company to meet its compliance obligations. Such payouts to the third party recipient will be executed provided you have balances available with the Company (pending settlement to you as per 10.1.1), and will be deducted from future settlements to you.
    4. Multi-currency processing
      The Company performs currency conversion by itself and/or through licensed providers when the Invoice Currency is different from Presentment Currency or Settlement Currency. Unless otherwise agreed, the Company performs currency conversion and the conversion shall be done automatically using our wholesale currency conversion rates sourced from our Financial Partners and displayed on the Platform. In cases where we have agreed to settle with You the amounts in multiple Currencies then you must specifically add valid Settlement Accounts to your Merchant Account for each currency for which you request such settlement, based on the list of currencies available from the Company. The Company shall be at the discretion to add or remove the currencies to this list at any time. Currency conversion is also applicable at the time of Refunds and any other instance where there is a need for you to change currency on the Platform, in which case the applicable currency conversion rates will again be displayed on the Platform.
  • You will ensure that any information for Settlement that you provide is accurate and complete. If you provide the Company with incorrect information (i) you understand that funds may be settled to the wrong account and that the Company may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against the Company related to such erroneous settlement transactions, and you will fully reimburse the Company for any losses we incur.
  • You agree and acknowledge that any delays in Settlement may be caused by our Payment Service Providers and Financial Partners for any reason. The Company shall not be responsible for such delays. However the Company shall ensure that the relevant Service Provider and/or Financial Partner executing the Settlement to you are provided with the funding and instructions in a timely manner. In certain circumstances, you agree to provide any required information and/or supporting documents requested by our Payment Service Provider or Financial Partners for releasing your settlement amount.
  • The Company allows the use of Payment Processing Service only for Permitted Products or Services.
  • For Transactions involving collection and settlement of currencies that are not fully convertible or liquid,
  • the Company has the right to change the reference rate source to be used for currency conversions from time to time in line with prevailing market practices.  The settlement period for such currencies can vary significantly during periods of high illiquidity due to market disruptions or a Force Majeure. You agree and accept that these situations are beyond the Company’s control, and
    • there will be delays in collections, conversion and settlements in such events.
    • The Company has the right to refund the funds collected to the Buyer and reverse any Transaction processed after the Force Majeure event.
  • The Company may at any time, without any prior notice to you, and without adversely impacting the Payment Processing Service at no additional cost to you:
    • delegate part or whole of the Payment Processing Service to its Subsidiaries or cause its Subsidiaries to delegate part or whole of the Payment Processing Service to the Company.
    • change the Payment Service Providers or distribute different parts of Payment Processing Service among more than one Payment Service Providers.

Payment Method Terms

  • These are the terms and conditions that apply to you when you use the Payment Methods provided by our Payment Processing Service. You automatically accept these terms when you sign up and onboard with us.
  • The Payment Methods available to you are set on the Dashboard. You can decide whether or not to use a Payment Method. The list for the Payment Methods is not an exhaustive list offered by the Company. The Payment Method availability varies depending on your location and your Buyers' locations. You may not be able to use some of the Payment methods as given in the list (or that are otherwise offered by the Company). Payment Methods can be added or removed at any time without prior notice.
  • Certain Payment Methods require you to accept additional terms and conditions mandated by the Payment Service Providers providing those Payment Methods. You agree that you will accept the additional terms and conditions (either online or by signing an addendum from us) when requested by the Company in order to access those Payment Services.
  • Certain Payment Methods require you to be onboarded by the Payment Service Providers providing those Payment Methods. You agree that the Company can share your onboarding information with the Payment Service Provider and you will provide additional information as required by the Payment Service Providers to complete the onboarding and enable the Payment Method for you.

Card Payment Methods

  • When using Payment Methods involving card payments, you must additionally comply with the rules specified by the respective Card Scheme ("Scheme Rules"). These are terms and conditions, bylaws, rules, operating regulations, policies and procedures issued by the Card Schemes. These may be amended or supplemented over time. Following are some of the most common Scheme Rule for your reference.:
  • The Company has the right to modify the Payment Processing Services at any time in order to comply with the Scheme Rules. Card Schemes may change the Scheme Rules at any time without prior notice. Card Schemes may ask the Company to share your information associated with your Merchant Account.

Holds and Reserves

  1. Holds
    1. A hold is a temporary action whereby the Company holds the Payment Processing Service of a group of Transactions or all Transactions under the Merchant Account, subject to, and in accordance with applicable law. The funds due to you from the group of Transactions or the Merchant Account shall not be available to you during the temporary hold period.
    2. Company takes into consideration various factors before taking a temporary hold action, such as (a) ongoing representment of Chargebacks on the Transactions pending final resolution (b) increased Risks associated with the group of Transactions or the Merchant Account (c) increased Buyer complaints (d) investigations from Payment Service Providers, Financial Partners or regulatory/enforcement authorities (e) there is reason to believe that the hold is necessary in order to comply with the applicable law or regulatory requirements.
    3. The Company shall notify you by email or display on the Dashboard when placing holds. Additionally, you may be required to provide us required information necessary for us to resolve and release the holds.
    4. The Company will keep the holds in place until it satisfactorily resolves the causes of the holds, but will not exceed one hundred and eighty (180) days from the date the agreed Products or Services have been delivered by you to the Buyer. The Company may release the payment earlier. However, any earlier release of payment is at Company's discretion.
  2. Reserves
    1. The Company may impose a Reserves requirement on your Merchant Account either at the time of onboarding or anytime during your usage of the Merchant Account. The reasons can include (but not limited to): (a) nature of the industry/industries You operate in (b) potentially higher Risk from your Transactions, you or your Buyer activities on the Platform (c) potential or realised higher Losses on your Merchant Account than anticipated by the Company (d) increased Risks due to change in the nature of the Buyers.
    2. The Company will be at the sole discretion to determine the terms of the Reserve and you shall be notified of the amount to be placed in the Reserve, timing and conditions basis on which the funds in the Reserve shall be released to you.
    3. The Company may change the terms of Reserve which shall be based on continuous assessment and monitoring of your Merchant Account, if required by the Payment Service Providers and Financial Partners or any other reason.
    4. Where you or the Company exercises the right to terminate the Merchant Account, you will be entitled to receive the Reserve Amount, or if a Chargeback has been initiated by the Buyer then the balance thereof one hundred and eighty (180) days from the date the agreed Products or Services have been delivered by you to the Buyer.

Chargeback

  • The Company shall notify you by email or display on the Dashboard when the Company receives a Chargeback on any of your Transactions from the Buyers.
  • The Company shall send you a request for information, if needed, to make representations for Chargeback. you must respond to the request for information within the deadline provided in the email notification or on the Dashboard. If you fail to respond within the deadline or do not provide the requested information/provide insufficient information this shall constitute an instruction to the Company to accept the Chargeback and make the refund accordingly.
  • You agree that the Company shall have the right to share the information received from you or retrieve the information from your Merchant Account to the Payment Service Providers and Financial Partners for the representation of the Chargebacks.
  • Loss from Chargebacks shall be offset against Settlements to you. As Chargebacks may arise after a considerable period after the date of relevant Transaction, the Company shall remain entitled to recover the Losses from Chargebacks from you, even after the termination of the Merchant Account.
  • The Company may immediately suspend the Merchant Account and the Payment Processing Service if your Merchant Account receives excessive Chargebacks and in the Company’s sole and absolute opinion, such excessive Chargebacks may lead to Losses that your Merchant Account cannot support or result in Losses to the Company. In such an event the Company has the discretion but not the obligation to refund your Transactions provided that the Company does not receive any Chargeback claims in respect of such transactions.
  • All costs associated with the representations for Chargebacks shall be borne by you as per the commercial terms agreed with you under the Merchant Agreement.

Refunds

  • You can instruct the Company to perform a partial or full Refund for a Transaction using the Dashboard or the API Connection. For the avoidance of doubt, the Company may not be able to support Refunds for all Payment Methods. However, the Company will make efforts to support on Refunds on a best efforts basis.
  • Refunds are completed, except under certain circumstances: (a) when the payment method that was used by the Buyer to make the initial payment does not support a direct Refund, in which case you are required to provide the bank account details of the Buyer in order for the Company to process the Refund. In certain circumstances, you may be required to provide additional information as asked by the Company to process the Refund.
  • Unless specifically approved by the Company, Refund encompasses the up to the original amount of the Payment minus any applicable Service Fee corresponding to the transaction. The Company will debit the refunds from your received funds pending the settlement, and if the amount pending settlement is insufficient to cover the Refunds, you must transfer the shortfall amount to the Company as instructed; otherwise the Refunds cannot be processed and the Company will not be liable in such a case. The Company reserves the right to charge additional fees and make Foreign Exchange rates adjustments for processing a Refund.
  • You will only make Refunds in respect of the Products or Services you have provided. You may not provide Refunds to your Buyer for a previously processed payment using a different payment method than the method used for the original payment. The amount credited to your Buyers must not exceed the total amount of the original Payment.
  • The Company may refuse to execute a Refund if it does not meet the conditions of the Merchant Agreement or if it is prohibited by Applicable Law. If the Company refuses to execute a Refund, within the time for processing the Refund you will be notified (i) (unless prohibited by Applicable Law) of the refusal, (ii) (if possible) the reasons for such refusal, and (iii) (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure for correcting any factual mistakes that led to it. Any Payment Order that we refuse will be deemed not to have been received for the purposes of execution times and liability for non-execution or defective execution.
  • When the Company executes a Refund in accordance with the details provided by you, the Refund shall be deemed to have been correctly executed by the Company or Financial Partners involved. Where the details provided by you are incorrect, the Company will not be liable for non- execution or defective execution of the Refund, but the Company will make reasonable efforts to recover the funds involved in such Refund.
  • The Company has a pre-dispute management program ("program") in place to manage the dispute and chargebacks risks. If your business is deemed to be prone to high dispute rates, either based on your industry or your past processing history, then the company shall enrol you in the program and agree on the terms of refunds. The program allows the Company to receive pre-dispute alerts and do voluntary refund of a transaction before it manifests as a dispute with your prior consent or based on pre-agreed rules with you. There may be additional associated fees with this program. If you are not a part of the program then the Company has the right to refund any transaction without your prior consent.

Safeguarding

  • As long as the funds that we receive on your behalf or on your account are relevant money, we will  safeguard  the funds  in a trust account (“Trust Account”) as required under the Payment Services Act 2019 (“Act”) unless the exception in clause 16.7 applies to you.  Relevant money is defined in the Act.
  • Your relevant money may be safeguarded together with the relevant money received from, or on account of, our other customers, but will be held separately from Company’s own funds.
  • Your relevant money is not, and will not be, used for lending to or investment with third parties.
  • For avoidance of doubt, no interest will be paid on funds held in your Merchant Account. As such in the event that any relevant money  held on your behalf in the Trust Account generates interest, the interest will not be payable to you and may be retained by the Company.
  • Please take note that  you may not get all your relevant money in the Trust Account held with the safeguarding institution in the event the safeguarding institution  becomes insolvent.
  • In respect of any funds that are not safeguarded, the Company will always continue to maintain such funds separate from the Company’s corporate funds in segregated client money accounts, which may be held with a  licensed financial institution outside Singapore.
  • Where you reside outside Singapore including if you are an entity that is not established in Singapore and does not carry on business in Singapore, the safeguards described in this Agreement do not apply to you and to your funds held with the Company.

Section D: Confidentiality, Data Protection and Security

Confidentiality

  • Each party shall keep the other party's Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Merchant Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except with prior written consent.
  • The provisions of this Clause shall not apply to any Confidential Information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this Clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality terms with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclose; or (e) which the Company is required to disclose under the Applicable Laws.
  • Notwithstanding Clause 17.1, the Company may disclose your Confidential Information to its employees, professional advisers, insurers, agents and subcontractors, as well with the affiliates and other group companies, Payment Service Providers and Financial Partners who have a need to access your Confidential Information for the performance of their obligations with respect to this Merchant Agreement.
  • Responding to Legal Process the Company may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that the Company believes to be valid. The Company may deliver or hold any funds or, subject to the terms of the Privacy Policy, any Data as required under such Legal Process, even if You are receiving funds or Data on behalf of other parties. Where permitted by Applicable Law, the Company will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address the Company has on file for you. The Company is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

Privacy

  • Protection of Personal Data is extremely important to the Company. The Company's Privacy Policy outlines as to why it collects, uses, retains, discloses, and safeguards the Personal Data you share to the Company. You agree to the terms of the Privacy Policy, which is updated by the Company from time to time.
  • By using the Payment Processing Services, you agree that you are and will remain compliant with all applicable laws protecting the privacy, security, and usage of any data you provide to the Company.
  • You confirm that you have obtained all the rights and consents required by applicable laws to disclose to the Company any Personal Data you give or permit it to collect, use, retain, and disclose. This includes any Data the company may collect directly from the buyers through the use of cookies or other comparable technologies. You are solely responsible for informing your buyers that the Company performs transactions (including payment transactions) on your behalf and may obtain personal data from you, as may be required by law and in connection with this Merchant Agreement.
  • The Company shall notify you in accordance with its obligations under the Applicable Laws, in the event it learns of an unauthorized acquisition, disclosure or loss of Buyer Personal Data on its systems. Company will also notify you and provide you with sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Buyer.

PCI Compliance

  • Complying with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable, the Payment Application Data Security Standards (PA-DSS) is mandatory if you use payment processing services to accept card transactions (collectively, the "PCI Standards"). As per the PCI Standards, materials or records containing card or transaction data must be kept safe and secure, with access restricted to authorized personnel. You must make sure that your company complies with the PCI Standards, even though the company offers tools to make compliance easier. Depending on how you use the payment processing services, there are specific steps you must take to ensure compliance with the PCI Standards.
  • Further details regarding the PCI Standards-compliant implementation of Payment Processing Services can be found in the documentation. Upon request from the Company, you will promptly furnish documentation attesting to your compliance with the PCI Standards to the Company or any applicable Payment Service Provider or Financial Partner.
  • The Company, along with any applicable Payment Service Provider or Financial Partners, may access your business premises on reasonable notice to verify your compliance with the PCI Standards if you are unable to provide the necessary documentation proving your compliance with the PCI standards.
  • The PCI Standards define "Account Data" as the customer card account number or expiration date. If you choose to store or hold this data, you have to keep your system compliant with the PCI Standards. Your Merchant Account may be suspended or terminated if you fail to adhere to the PCI Standards, or if the Company, any Payment Service Provider, or Financial Partners are unable to confirm your compliance with the PCI Standards.
  • If you want to store or transmit Account Data using a third- party service provider, you have to ensure that the third -party service provider has the necessary certifications before sharing the Data with them. You also need to let the Company know in advance that you plan to share Account Data with the third-party service provider. Furthermore, as per the PCI Standards, you agree to never store or hold any "Sensitive Authentication Data" (including CVC or CVV2). The website of the PCI Council has information regarding the PCI Standards.

Data Processing

  • The Company will at all times comply with the provisions of applicable data protection law. You and the Company agree that in relation to Any Personal Data that the Company processes on your behalf in carrying out its obligations under this Merchant Agreement, you will be the data controller and the Company will be the data intermediary.
  • The Company shall process the Personal Data for the purposes specified in the Merchant Agreement only and any lawful instructions reasonably given by you to the Company from time to time and not for any other purpose. This includes having appropriate technical and organizational safeguards to protect the Personal Data that is processed as well as retaining the Personal Data for as long as it is required for the purposes it was collected for, or for any other legal or business purposes.
  • The Company has the right to appoint sub-processors for parts for processing of Personal Data, provided that the sub-processor assumes the same obligations as the Company as a data intermediary.
  • You acknowledge that the Company relies on you to determine the extent to which the Company is authorized to use and process the Personal Data that you provide, and you represent and warrant that you have obtained, in accordance with applicable legal requirements, all consents necessary for relevant collection, use and disclosure of all such Personal Data. As a result, to the extent that such action or omission resulted from your instructions, the Company will not be liable for any claim brought by a data subject, i.e. Buyer, arising from any action or omission by the Company.

Tazapay's Security

  • In addition to adhering to the Applicable Laws and Payment Method Rules when handling Data, the Company is responsible for ensuring the security of Data in its possession. The Company will maintain administrative, technical, and physical safeguards to protect the Data that are commercially reasonable in order to protect the Data stored on its servers from unauthorized access, accidental loss, modification, or Major Breach.
  • You must take into account that no security system is impenetrable and the Company cannot ensure that there will never be an incident for unauthorized parties to defeat the Company's security measures or misuse any Data in Company's possession.
  • You provide Data to the Company with the knowledge that any security measures offered by the Company might not be appropriate or sufficient for your business, and you agree to the implementation of Security Controls (as defined below) and any additional controls that satisfy specific requirements.
  • The Company reserves the right to take any action, including suspending your Merchant Account in order to protect you, the Buyers, or others, or preserve the integrity and security of the Payment Processing Services or Data. You waive your right to make a claim against the Company for losses you sustain as result from any such actions that the Company may take to prevent such harm.

Your Security

  • Any Data that you possess, have it on your website, servers, or that you are otherwise permitted to access or handle is your sole responsibility.
  • When handling or maintaining the Data, you will abide by the Applicable Laws and Payment Method Rules. Upon Company's request, you will furnish the proof of your Compliance. Your failure to furnish the satisfactory proof will result in suspension and/or termination of the Merchant Agreement, as the case may be.

Security Controls

  • It is your sole responsibility to evaluate the security requirements of your business and implement security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents.
  • The Company may include Security Controls as part of the Payment Processing Services, or may recommend that you put in place specific Security Controls. However, none of the security controls that the Company offers or recommends diminishes your responsibility for protecting your business; if you believe that the Security Controls the Company offers or recommends are not sufficient, you will need to independently implement additional controls.

Section E: Additional Legal Terms

Force Majeure

  • Neither Party shall be liable for any delay in performing its obligations under this Merchant Agreement, if such delay is caused by circumstances beyond the Party's reasonable control, including a Force Majeure. If a non-performance or a delay in performance of obligations is due to a Force Majeure event, Parties shall mutually agree to extend the period of performance to factor in the delay due to Force Majeure.

Compliance, Risk Management

  • The Company continuously monitors Merchant Account for Compliance and other Risks.
  • You are required to meet the Company's Compliance requirements at all times.
  • The Company may ask you to provide such documents and information as required by law or as the Company, at its sole discretion, deems necessary to monitor Compliance and other Risks.

Disclaimers

  • To the maximum extent permitted by any applicable law, the Company makes no warranty of any kind, whether express, implied, statutory or otherwise, regarding any matter, and specifically disclaims all implied warranties, including without limitation any implied warranty of merchantability, fitness for a particular use or purpose, accuracy of informational content, systems integration, non-interference with enjoyment, non-infringement of third party rights, results to be derived from the use of or integration with the Payment Processing Service.
  • The Payment Processing Service is provided "as is", and as available exclusive of any warranty whatsoever.
  • The Company does not make any warranty that the Payment Processing Service will be error free or uninterrupted. The Payment Processing Service may be subject to limitations, delays, and other issues inherent in the use of the internet and the type of technology that the Company may use.
  • While the Company shall make the best efforts to immediately release the funds when due to you as the Seller , there may be delays in the funds reaching your account due to (a) dependency on the Payment Service Providers (b) Compliance reasons (c) Force Majeure (d) Technical Breakdown.

Liabilities, Indemnification

  • You agree that you solely bear all risks from your use of the Payment Processing Service without any recourse whatsoever to the Company.
  • You agree to indemnify, defend, save and hold harmless the Company, its Relevant Persons and affiliates from any and all Losses and Claims arising out of (i) violation of the Merchant Agreement (ii) breach of applicable laws (iii) Chargebacks (iv) your negligence or wilful misconduct in the performance of your obligations (v) any inquiries, investigation or actions by Payment Service Providers, Financial Partner, any governmental body (vi) Fraud
  • The Company, and its Relevant Persons and affiliates shall not be liable to you for any Losses or Claims arising from
    • personal injury or property damage, of any nature whatsoever, resulting from use of the Payment Processing Service
    • events outside the Company's control such as but not limited to (i) Force Majeure; (ii) Technical Breakdown (iii) software bugs, errors, inaccuracies, or omissions; (iv) conduct of any Service Provider or third party
    • the Company's Decision in a Chargeback
    • any delay in receiving Amount due to Compliance or dependency on Payment Service Providers
    • Currency Conversion
    • payment of Service Fee
    • Your violation of materials terms of the Merchant Agreement
    • gross negligence, wilful misconduct or Fraud by you
    • the exercise of the Company's rights under the Merchant Agreement
    • non delivery of Products or Services
    • issues with the quality, quantity or specification of the Products or Services
    • damage to the Products or Services

Amendments

  • The Company may amend this Merchant Agreement at any time either for legal or regulatory reasons.
  • The Company shall notify you of the amendment, providing the cause of the amendment and the revised Merchant Agreement. You are required to respond within 7 days of notification if the cause is regulatory or legal.If you do not respond to the notice within the stated period, then it shall be deemed to have accepted the amendment. If you do not choose to accept the amendment, you have the right to terminate the Merchant Agreement.

User Acknowledgements

  • You acknowledge and agree that:
    • The Company is not responsible for the handling or delivery of Products or Services.
    • the Company may demand and you shall provide additional documents
      1. during the Verification Process
      2. prior to the release of funds to the Settlement Account
      3. at any time for Compliance and other Risks assessment
    • the Company may share any information provided by you with parties it is contractually or legally obligated to share without obtaining additional consent, such as (but not limited to):
      1. any governmental or regulatory body properly exercising its powers.
      2. Payment Service Providers, Financial Partners
  • You expressly acknowledge and agree that you are responsible for arranging the shipment and delivery of the Products or Services and providing the Proof of Shipment or Buyer Consent, when required to the Company.
  • You agree to cooperate with the Company in cases where the Company receives compliance related queries from the Payment Service Providers and Financial Partners. You will be required to share additional documents, if required in regard to the Compliance queries.
  • You warrant that the information provided by you to the Company:
    • are complete, true and accurate in all respects at all times.
    • where applicable, is provided within reasonable time.
    • is not false, misleading or deceptive in any respect at all times.
    • does not omit anything that affects or is likely to affect the meaning or significance of such documents or information in any respect at all times.

Audit

  • If the Company believes that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Merchant Agreement, the Company may require you to permit a third-party auditor approved by the Company to conduct a security audit of your systems and facilities.
  • You agree to fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to the Company which may be shared with Company's Payment Service Providers and Financial Partners.

Notices and Communications

  • You agree that the Company can provide Notices regarding the Payment Processing Services to you through its website or through the Dashboard , or by mailing Notices to the email or physical addresses identified in your Merchant Account. Notices may include notifications about your Merchant Account, changes to the Payment Processing Services, or other information the Company is required to provide to you.
  • You also agree that electronic delivery of a Notice has the same legal effect as if the Company has provided to you with a physical copy. The Company will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to Company's website or emailed to you.

Assignment

  • The Company may, at any time, assign, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Merchant Terms and Conditions without restriction.
  • You may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under the Merchant Terms and Conditions without the prior written consent of the Company and your Counterparty. Any attempted assignment of mortgage, charge or otherwise transfer in violation of the Merchant Terms and Conditions shall be null and void.

Severability

  • If any provision of the Merchant Agreement or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction ("Affected Provision"), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Merchant Agreement.

Translation

  • If the Merchant Agreement is translated into a language other than the English language and any conflict or inconsistency between such translation and the English text arises, then the English text shall prevail.

Rights of Third Parties

  • Any Person who is not a party to the Merchant Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or other similar laws to enforce the Merchant Agreement or any part thereof, regardless of whether such Person has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, any amendments to the Merchant Agreement in accordance with the provisions herein shall not require any consent from any Person or entity who is not a party to the Merchant Agreement . Nothing in this clause shall affect the rights of any permitted assignee or transferee under the Merchant Agreement.

Governing Law and Arbitration

  • The Merchant Agreement shall be governed by, construed under and enforced in accordance with the laws of Singapore, without regard to any conflict of law provisions.
  • Any dispute, controversy or claim arising out of or in connection with this Merchant Agreement shall be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") as at present in force, subject to the following:
    • The place of arbitration shall be in Singapore, unless otherwise agreed by the Parties;
    • The language of the arbitration shall be English;
    • The number of arbitrators shall be one (1) and appointed by the Chairman of the SIAC.
  • Any decision or award made by an arbitrator in accordance with the Merchant Agreement shall be final and binding on the parties to such arbitration and the parties to such arbitration expressly waive their rights to appeal any such decision or award.

Country Coverage

Section F: Definitions and Interpretations

Definitions and Interpretation

  • Unless the context otherwise requires, the following definitions shall apply:
    1. "API" means application programming interface provided by Tazapay to you to access Tazapay's Payment Processing Service and exchange of information.
    2. "API Connection" means the authenticated electronic connectivity established by you with Tazapay using API.
    3. "API Documentation" means the technical documentation for API and API Connection.
    4. "Acceptable Use Policy" means Company policies outlined in [AUP URL] to be adhered by you  
    5. "Balance" means the total funds including the Reserves held for the Merchant by the Company.
    6. "Buyer" means the Person buying the Products or Services from the Seller.
    7. "Chargeback" means a dispute raised by your Buyer is demanding a refund in relation to a Transaction.
    8. "Card Schemes" means Visa, MasterCard, American Express, Discover or comparable bodies.
    9. "Claims" means an obligation arising from a suit, demand, loss claim, liability claim, damage claim, action, or legal proceeding.
    10. "Collections" means as a part of Payment Processing Services and includes escrow, checkout and Virtual Account collection service.
    11. "Compliance" means compliance with - regulatory requirements, applicable laws, ethical business practices, Know your Customer (KYC) regulations, anti-money laundering and countering terrorism (AML) finance regulations.
    12. "Dashboard" means the interface available to the Seller on signing up on the Platform.
    13. "Data" means Personal Data, Payment Data, Merchant Account Data or Transaction Data.
    14. "Deduction" means deductions to the settlement amount for Service Fee, Chargebacks, Refunds, Fines, Penalties, Holds, Reserves or Excess Payments;
    15. "Excess Payment" shall mean any excess amount settled with you (due to any system or operational error) over and above the correct amount that should have been settled with you.
    16. "Financial Partners" means Card Schemes, banks, non-bank financial institutions, licensed lenders and financial service providers that have partnered with the Company to participate in the delivery of the Payment Processing Service.
    17. "Fines" means fines, penalties or charges levied by the Regulators, Payment Service Providers and Financial Partners as a result of your actions such as (but not limited to) excessive  Chargeback or Fraud, global brand protection program violation of Card Schemes, illegal activities, violation of Company’s Merchant Agreement or Acceptable Use Policy.
    18. "Force Majeure" means accidents; acts of war or terrorism; labor, civil or military unrest; nuclear or natural catastrophes or acts of God; interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; adverse change in laws or regulations; significant dislocation in the prices of assets, Products or Services; public health fraud risks or epidemics; delay of essential materials or services; Major Breach or any significant adverse event that is beyond anybody's control.
    19. "Fraud" means all types of frauds such as theft or deliberate falsification of identity, accounts and account credentials, data, documents, description of actual events, collusion etc.
    20. "Holds" Holds shall mean an action taken by the Company on the Seller wherein the funds of the Seller is put temporarily on hold.
    21. "Invoice Currency" means the currency in which the Transaction is initiated by the Seller.
    22. "Losses" shall mean tangible losses such as penalties, fines, liabilities, damages, indemnities, costs or expenses (including any direct, indirect, incidental, special, consequential, or punitive damages or economic loss or any Claims for loss of profits or loss of use), or intangible losses such as adverse actions from regulators, governments and government agencies, or loss of reputation or brand value.
    23. "Major Breach" means an unauthorised access or cybersecurity breach of the technology infrastructure from Malware, hacking, criminal activity or otherwise causing (a) loss or theft of data, (b) compromise to the security, integrity, and privacy of data, and (c) material damage to technical infrastructure.
    24. "Merchant Account" means the account opened and operated by you on Tazapay.
    25. "Merchant Account Data" means data or information of the Platform End User required by Tazapay to create the Merchant Account.
    26. "Payment Data" means data and information required by Tazapay to facilitate Payment Processing.
    27. "Payment Method" means a type of payment method that the Company accepts as part of the Payment Processing Services, such as credit and debit cards.
    28. "Payment Method Rules" means the guidelines, bylaws, rules, and regulations imposed by the Payment Service Providers and Financial Partners that operate Payment Methods supported by Tazapay
    29. "Payment Processing" means collecting, holding, disbursing, or remitting the funds domestically or internationally, currency conversion and associated services.
    30. "Payment Processing Service" means providing Payment Processing services.
    31. "Payment Release Conditions" means the conditions to be fulfilled for the funds to be released to the Seller.
    32. "Payment Service Provider" means a licensed provider of payment services that the Company has contracted to obtain specific payment services including collecting, holding, disbursing, or remitting funds domestically or internationally.
    33. "Penalty" means a financial penalty levied on you at the discretion of the Company, as a result of your actions such as (but not limited to) Fraud, violation of Merchant Agreement, violation of Acceptable Use Policy and violation of Law.
    34. "Person" means an individual, corporation or such other legal entity as the context requires.
    35. "Personal Data" means any information relating to an identified or identifiable natural person, or such other types of information as may be the subject of and protected under Personal Data Protection Laws.
    36. "Personal Data Protection Laws" means any and all applicable laws and regulations relating to the protection of Personal Data.
    37. "Permitted Products or Services" means the list of products (physical and digital) and services that Tazapay allows the Payment Processing Service to be used for.
    38. "Presentment Currency" means the currency in which the Buyer makes the payment for the Transaction, which can be either the home currency of the Buyer's domicile or the Invoice Currency.
    39. "Products or Services", means the underlying goods (physical or digital) or services being purchased by the Buyer from the Seller.
    40. "Prohibited Countries" means the list of countries that Tazapay does not allow the Products or Services to (a) originate from, (b) pass through or (c) be delivered in.
    41. "Prohibited Industries" means the list of industries, as determined solely by Tazapay, that the Seller must not be associated with to be able to use the Payment Processing Service.
    42. "Refund" means an instruction initiated by you to return the funds to the Buyer for an existing Transaction.
    43. "Relevant Person" means officers, directors, employees, agents, consultants, independent contractors, and their successors, and permitted assigns.
    44. "Reserve" means the security amount to be placed with the Company (jumpstart Reserve) by the Seller in order to avail of the Payment Processing Service or the Company holding funds belonging to the Seller at the time of disbursing funds to the Seller (rolling Reserve).
    45. "Risk" means any type of risk - Compliance, Fraud, Chargeback, credit, regulatory, legal, technical, reputational or financial.
    46. "Risk Policy" means the Company's internal policies on Risk.
    47. "Seller" means you.
    48. "Service Fee" means the fees payable to the Company for providing the Payment Processing Service to you, including any fees payable to the Payment Service Providers and Financial Partners.
    49. "Settlement" means delivery of proceeds from Transactions to you.
    50. "Settlement Account" means each bank account that you have added to your Merchant Account on the Platform as a designated account for settlement to you.
    51. "Settlement Currency" means the currency in which your Settlement Account is denominated. It is by default the home currency of the Settlement Account domicile unless contractually agreed otherwise.
    52. "Subsidiaries" shall mean the subsidiaries of the Company and the includes the following:
      S.No
      Name of the Subsidiary
      Registered Address
      1.
      Tazapay Canada Corp, (Incorporation number: BC1313641), registered as Money Services Business with FINTRAC Canada
      1285 West Broadway, Suite 600 Vancouver, BC V6H 3X8 Mailbox #:145
      2.
      Tazapay US Corp.
      EIN: 86- 2993391
      19103 NE 64th Way Redmond, Washington, 98052 0548
      3.
      Tazapay India Private Limited
      CIN: U62013TN2023FTC158701
      6th Floor, Block 3, A3 and A4, North Phase, Guindy Industrial Estate, Chennai, Tamil Nadu, Chennai City Corporation TN 600032 India
      4.
      Tazapay HK Limited
      ID: 3188041
      Unit 2A, 17F, Glenealy Tower No 1, Glenealy Central, Hong Kong
      5.
      Tazapay UK Limited
      Co. No.: 13816044
      16 Severn House, 19 Enterprise Way, London, England SW18 GD
      6.
      Tazapay MENA FZ-LLc
      License No.: 102096
      Premise No. DMC-BLD05-VD-G00-457, Ground floor, DMC5, Dubai Media City, Dubai, United Arab Emirates
    53. "Technical Breakdown" means a temporary breakdown of the technology infrastructure causing or resulting in the loss of access to Tazapay or prolonged interruption of the Payment Processing Service.
    54. "Transaction" means the underlying sale or purchase of Products or Services for which you wish to use Payment Processing Services.
    55. "Transaction Data" means data and information about the Transaction required by Tazapay as per the API Documentation to provide the Service- such as but not limited to quality and quantity of the Products or Services, price, payment terms, buyer and Seller information, shipment and delivery details, important dates, special instructions or conditions.
    56. "Trust Account" means a bank account established and maintained by the Company with a safeguarding institution in accordance with the PSA for the sole purpose of segregating funds in relation to the Payment Processing Services from any corporate funds of the Company.
    57. "you" or "your" means any Person or entity who accepts the Merchant Agreement as a Seller.
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Tazapay Pte. Ltd. (UEN: 202010604W) is licensed by the Monetary Authority of Singapore (MAS) as a Major Payment Institution (Licence No. PS20200638), authorizing a broad range of payment services including cross-border transactions. Licence details.
Tazapay Canada Corp. (Incorporation number: BC1313641) is regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB registration number M21439799), ensuring compliance with Canadian financial regulations. Registration information.