Terms of Service

Part A

Fiuu Terms of Services — Restorify (“Terms”)
Last updated: 21 June 2024

Welcome to Restorify.

These Terms of Services (“Terms”) is binding between Razer Fintech (SG) Pte. Ltd. (“Razer Fintech”, “Us”, “Our” or “We”) and the Merchant (“you”, “your”, “Merchant” or “Consignee”) who has registered through the Restorify program for the services of traceable and fractionalised carbon credit offsets solutions, carbon emission calculator and other business services that may be offered by Us and/or Our Affiliates. These Terms applies to your use of the Services (as defined below).

If you do not understand any of the Terms, please contact us before using the Services.

You may only access and/use the Services upon your acceptance to abide the Terms herein.

Part B

Section A : General terms and conditions

1. Definitions

           1.1   The following terms are defined for use in this Terms, unless the context otherwise requires:

           1.2

“Affiliate(s)”	means in relation to each party, any person or entity controlled directly or indirectly by such party, or any person or entity that controls directly or indirectly such party in any way whatsoever.
“API”	means “Application Programming Interface”;
“Carbon Credit”	means a certificate that represents the reduction or removal of greenhouse gas (GHG) emissions;
“Consignee”	means merchant that use the service of Restorify Traceable and Fractionalized Carbon Credit offset;
“Customer”	means an individual or business that purchases merchant company's goods or services;
“Merchant”	means merchant that use the service of Restorify Carbon Emission Calculator;
“MYR”, “RM”	means lawful currency of Malaysia or Malaysian Ringgit;
“Restorify Program”	means the services of traceable and fractionalised carbon credit offsets solutions, carbon emission calculator and other business services that may be offered;
“Services”	means services offered by Us pursuant to Clause 2.1 of this Terms;
SGD	means lawful currency of Singapore;
“Website”	means one or more e-commerce platform, interactive Internet World Wide Websites or mobile application maintained by you for the purpose of displaying and offering your goods, products or services for sale to Customers;

2. Services

          2.1   Under this Terms, We will provide you with all or any the following services:

                  a) Restorify Traceable and Fractionalized Carbon Credit offset services; and/or

                  b) Restorify Carbon Emission Calculator services; and/or

                  c) Restorify’s API for the integration and/or linked with the Merchant’s website, mobile in-app or platform.

                   (collectively, “Services”)

          2.2   You hereby agree and acknowledge that We shall have in our sole discretion to determine the allocation, inventory, and replenishment schedules of the carbon projects. In the event when demand of preferred carbon project sources excess demand, We may invoke our rights to use phantom credits and to replenish within a two (2) month period.

          2.3   You hereby agree and acknowledge that system integration with the use of API to Restorify Traceable and Fractionalized Carbon Credit offset services is mandatory.

3. Merchant’s Obligations

          3.1   You undertakes that you shall integrate the API provided by Restorify Program at your own cost.

          3.2   You undertakes that you shall offer the Restorify Traceable & Fractionalized Carbon Credit offset services to your customers and/or sub-merchants upon successful integration of the Restorify’s API to your Website, mobile in-app or platform.

4. Consignment Terms

          4.1   We acknowledges that the Consignee shall have its sole discretion to determine the mark-up the price of its sales of the fractionalized carbon credits.

5. Invoicing and Payment Term

          5.1   For Restorify Traceable and Fractionalized Carbon Credit offset solutions: We shall invoice you for monies received from your customers and sub-merchants, in relation to the sales of carbon credits offset or consumed for the participation in Restorify Program. The fees are computed in accordance with Schedule 1 which shall be provided to you together with the Restorify Program Merchant Registration Form.

We shall submit to you an invoice for the cost of sales of carbon credit of any and all additional services rendered on or before the 2nd Day of each month. Merchants/consignee agrees to pay any net amount due to Razer Fintech within twenty-one (21) days after receipt of the invoice.

          5.2   For Restorify Carbon Emission Calculator services: Payments terms shall be Cash-on-Delivery. The fees are computed in accordance with Schedule 2 which shall be provided to you together with the Restorify Program Merchant Registration Form.

          5.3   We reserve all rights to reinstate charges for Restorify Calculator as per stated in Schedule 2 when you stop the use of “Restorify Traceable & Fractionalized Carbon Credit offset services” as per stated in Schedule 1.

          5.4   You hereby agree and acknowledge that We shall have in our sole discretion to adjust the price of the carbon projects by notifying you in accordance to the Clause 17 hereinbelow.

          5.5   You hereby agree and acknowledge that the delivery of fractionalized carbon credits shall be at the point of a successful sales transaction where a certificate ID is being issued digitally.

6. Use of Pre-Sales Credits:

You hereby agree that in the event the order or consumption exceeds the consigned amount of carbon credits in Our existing inventory, We shall at our sole discretion purchase additional carbon credits from any exchange or supplier of any type of carbon offset projects to fulfil the order or consumption. We shall make the purchase to replenish the short for carbon credits or to fulfill the said order or consumption within sixty (60) days subject to any delay beyond the control of Us. The carbon credits to be consigned to the Merchant may be of any source and attributes that We may at its sole discretion deem fit.

7. Public Relation or Marketing

          7.1   We or Our affiliates may make general public statements to the media, including press releases, announcements, marketing materials, and publicly through any channel or medium, that refer to you in plain text by name with respect to the Restorify, or progress of the Restorify, without obtaining your prior consent, provided that the disclosure is accurate and not misleading or disparaging.

          7.2   You shall at its own expense supply pamphlets, catalogues and advertising materials as it considers reasonably sufficient with a view to promote Restorify services. We may reference your participation in the Services and Restorify in Our regulatory filings and may disclose your participation in responding to regulatory inquiries, or as required by applicable laws. You or your affiliates will make available to Us or Our affiliates, and you, on behalf of yourself and your affiliates, hereby grants to Us and Our affiliates, the absolute right and permission to use, publish, display and/or broadcast your brand name, and any accompanying underlying design, artwork, trademark, service mark, tagline, insignia, logo, and/or indicia made available by you or your affiliates to Us or Our affiliates, in any and all media now known or hereinafter invented, to promote, communicate and publicize your participation in, access to and use of Restorify and Our products, programs and services. You will work in good faith with Us to provide testimonials about your experience with Restorify for Our use in the above stated Services.

8. Term and Termination

          8.1   This Terms will remain in effect for three (3) years (“Initial Term”) following the Effective Date. Upon expiry of the Initial Term, this Terms will automatically renew for successive three (3) years (each a “Renewal Term” and together with the Initial Term, the “Term”) unless a party provides written notice to the other party at least thirty (30) days prior to expiry of the then-current Term of its intention not to renew this Terms.

          8.2   You hereby acknowledge and agree that We or Our affiliates may suspend your access or any authorized user’s access to the API or Restorify Program, or a portion thereof, or terminate this Terms with immediate effect, if We believes that your access to the API or Restorify Program should not be allowed, including, without limitation, for reasons below:

                    (i)   your failure to maintain yourself as a participant or merchant in good standing of Us;

                    (ii)   where We reasonably believes you or your service provider’s conduct, systems, product or services violate or pose a threat or disturbance to the API and/or the Restorify Program or any portion thereof, Our products or services pursuant or related intellectual property rights;

                    (iii) where We are legally compelled to do so by a regulatory, judicial or executive order or where such suspension or termination is required in order to comply with any order or any change in applicable laws;

                    (iv)   if you become insolvent, is dissolved or liquidated, has a petition in bankruptcy, reorganization, dissolution or liquidation, or similar action filed by or against you, is adjudicated as bankrupt, has a receiver appointed for your business, or makes an assignment for the benefit of creditors.

          8.3   Notwithstanding any other clause in this Terms, We may at any time, and without cause, terminate this Agreement in whole or in part, upon giving not less than thirty (30) days written notice to you without any prejudice to any other remedy We may have against you.

          8.4   Upon termination of this Terms, any payments or obligations due from you to Us will become due and payable within fourteen (14) days.

9. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Terms to the extent such failure or delay or both is caused, directly or indirectly, without fault by such party, by any reason beyond its reasonable control, including but not limited to, by fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action (each a "Force Majeure Event"). Any party so delayed in its performance will immediately notify the other by telephone or by the most timely means otherwise available and describe in reasonable detail the circumstances causing such delay. A Party shall have the right to terminate this Terms if the Force Majeure Event prevents the other party’s performance hereunder for thirty (30) days.

10. Taxes

Fees and other charges indicated to be payable by you to Us under this Terms shall be deemed to be exclusive of all sales, use, value-added taxes, income, gross-receipts and other taxes, as well as all duties, excises, levies, assessments and the like in connection with Our provision of, and/or your usage of the API and participation in the Services or any other services hereunder (collectively, “Taxes”), and you shall be responsible for and pay all Taxes, however designated, which are levied or based on this Terms. If any such Taxes are chargeable or applicable, such Taxes shall be paid by you to Us in addition to the fees and other charges charged in relation to this Terms. Payment of all fees and other charges under this Terms shall be made by you in full, free and clear of any deductions and set-offs and without deduction or withholding for or on account of any present or future Taxes now or hereafter withheld or assessed by any governmental authority. If any Taxes are required to be withheld from any amounts payable to Us or are so assessed, the amounts so payable to Us shall be increased to the extent necessary to yield to Us (after deduction or withholding of all such Taxes) a net amount equal to the amount it would have received had no such deduction, assessment or withholding been made. We shall cooperate and provide you with a certificate or other documentation as may be required by the appropriate tax authority to support the application for claim for reduced withholding tax rate under any applicable double tax treaty between Our and your tax jurisdiction, on a timely basis. You shall pay such Taxes to the taxing authority and deliver to Us an official receipt for any such Taxes. If as a result of non-withholding of Taxes by you, any tax, interest or penalty is levied on Us by any governmental authority, such tax, interest and penalty shall be solely to the account of you and shall be recoverable in full by Us from you.

11. Governing law and dispute resolution

          11.1   This Terms shall be governed by the laws of Singapore. Any dispute arising from this Terms shall be subject to arbitration as set forth herein.

          11.2   Any proceedings arising out of or in connection with this Terms may only be brought in a court of competent jurisdiction in Singapore.

12. Indemnity

          12.1   You hereby indemnifies and shall keep Us indemnified from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising to which We, or employees or servants may be subjected in any manner due to, arising out of or in the course of or by reason of any breach of this Terms by you, including, without limitation:

                  12.1.1   Any act, neglect or default of you or your agents, employees, licensees, sub-merchants or Customers;

                  12.1.2   Any event of fraudulent and illegal transaction committed by you or your agents, employees, licensees, sub-merchants or Customers;

                  12.1.3   Breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from you using the Services;

                  12.1.4   Any event which may compel the authority to issue statutory order towards Us to make certain payment as a result of fraudulent and illegal activity which may occur beyond Our control;

                  12.1.5   Any breach by you of any provision contained herein;

                  12.1.6   Any violation or claimed violation of a third party’s rights, including intellectual property rights in connection with the services; or

                  12.1.7   The negligent or intentionally wrongful acts or omissions of you, your employees, agents, subcontractors or your other representatives.

13. Confidential Information

          13.1   Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other party (in such capacity, the “Disclosing Party”) hereunder. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, permitted subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Terms. In addition, the Receiving Party

                    (i)   shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and

                   (ii)   shall not use the Disclosing Party’s Confidential Information or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential, or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.

          13.2  The term “Confidential Information”, as used herein, shall mean all business strategies, plans and procedures, product roadmaps and specifications, proprietary information, software, tools, processes, methodologies, data and trade secrets, and other confidential information and materials of the Disclosing Party, its affiliates, their respective clients or suppliers, or other persons or entities with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Terms.

          13.3  The provisions of this section respecting Confidential Information shall not apply to the extent, but only to the extent, the Receiving Party can establish through competent documentation that such Confidential Information is:

                    (i)   already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party,

                   (ii)   subsequently learned from an independent third party free of any restriction and without breach of this Agreement;

                   (iii)   is or becomes publicly available through no wrongful act of the Receiving Party or any third party;

                   (iv)   is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or

                   (v)   is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

14. Merchant’s Covenants, Warranties and Undertakings

          14.1 You hereby irrevocably and unconditionally covenants, warrants and undertakes:

                  14.1.1   To notify Us immediately in writing of any change in the organization or corporate or business structure of you;

                  14.1.2   At all times, to promote and recommend your Customer(s) to use the Services;

                  14.1.3   Not to use the Restorify to conduct any fraudulent, immoral or illegal activities or activities that may infringe the intellectual property rights of third parties;

                  14.1.4   Not to use any intellectual property belonging to Us, including, without limitation, trademarks, trade names or patents, whether registered or not, without the prior written consent of Us other than such usage permitted under this Terms;

                  14.1.5   That you have obtained all requisite licenses, authorizations, permits and approvals for the carrying on of your business;

                  14.1.6   That you are duly authorized and empowered to enter into this Terms; and

                  14.1.7   That you shall not at any time represent to any third party as an agent of Us.

          14.2   If, in the sole and absolute opinion of Us, you have breached your obligations, warranty, undertaking or covenant as stipulated in this Terms, We shall be entitled to suspend you from using the Services or terminate this Terms in accordance with the provisions of this Terms.

15. Exhibits and Schedules

All Exhibits and Schedules attached hereto are incorporated herein by this reference and We shall have the right to amend in writing any of those Exhibits or Schedules in Our sole discretion notwithstanding of any other provision contained herein.

16. Severability

If any provision of this Terms is held by a court of competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of this Terms will remain in full force and effect.

17. Notices

          17.1   All notices and documents required to be given by you under this Terms to Us shall be sent to Us by way of registered post to the following address or such other address as We may notify at any time or from time to time or email to the e-mail address below:

                     Address: Razer SEA HQ, 1 One-north Crescent, Singapore 138538

                     Email: [email protected]

          17.2   Any notice or document sent by you to Us shall be deemed served when such notice or document is duly received by Us.

          17.3   All notices and documents required to be given by Us under this Terms shall be sent to you by any one of the following methods:

                       (i)   Registered mail or express courier service to your last known address according to Our records and it shall be deemed served on you five (5) days after posting; or

                       (ii)   Electronic mail to your last known electronic mail address according to Our records. It shall be deemed validly sent upon the email server’s confirmation that the transmission was completed and shall be deemed served one (1) day after the date of such confirmation.

18. Limitation on Liability

          18.1   Notwithstanding anything else in this Terms, neither Us nor Our officers, directors, agents, shareholders or employees shall be liable to you with respect to any contract, tort or other legal or equitable theory for any incidental, indirect, special, exemplary or consequential damages incurred in connection with this Terms even if such party has been advised of the possibility or likelihood of such occurring.

19. Waiver

          19.1   Any failure by Us to enforce at any time or for any period any one or more of the terms or conditions of this Terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Terms.