Terms of Service

The Merchant hereby acknowledges and agree that by entering into a contract/commercial agreement with Fiuu, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Fiuu. For the avoidance of doubt, the specific terms and conditions in the Schedules below shall only apply to the Payment Channel(s) as subscribed by the Merchant and shall be read together with the Agreement.

1. Definitions

   The following terms are further defined for use under this Schedule 1, unless the context otherwise requires:

   “Acquirer”	means an entity which is not a financial institution that process Card payment;
   “Association”	means a network of banks (either issuing or acquiring bank) that processes credit cards payment;
   “Authorisation”	means the process of referring a Transaction to the Authorisation center for approval for the Transaction to go ahead and to verify that, at the time of the Transaction, there is available credit on the relevant Card and that the Card has not been reported lost or stolen;
   “Card Scheme”	means Visa Europe, Visa Inc., MasterCard Worldwide, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which govern the issuance of Cards and regulate Card acceptance and for which Checkout.com agrees (in its sole discretion) to provide Card Acquiring Services from time to time;
   “Card Scheme Rules”	means the rules and regulations which regulate participants in a Card Scheme;
   “Payment Scheme Rules”	means the rules which the Merchant undertakes it has understood and accepted which include but not limited to the Card Scheme Rules;
   “Interchange System”	means system between issuer and acquirer where they would charge interchange fee between each other to balance and grow the payment system for the benefit of all participants in the market;
   “Mark”	means names, logos, symbols and trademarks;
   “Prescribed Persons”	means all persons, countries, organisations and/or other entities prescribed as sanctioned or subject of any sanctions administered by the Government of the United States of America via the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC”), the United Nations Security Council, the European Union, Malaysia and Her Majesty's Treasury of the United Kingdom, from time to time;
   “Scheme Marks”	means the Payment Scheme intellectual property including copyright, patent and logo.
   “Terminal Account”	means the Terminal ID that is assigned for each individual Merchant.

2. Other Specific Terms

   1. On an ongoing basis, the Merchant must promptly provide Fiuu with the current address of each of its offices, all “doing business as” (DBA) names used by the Merchant, and a complete description of goods sold and services provided to its Customers.

   2. The Payment Scheme may at any time, immediately and without advance notice, prohibit the Merchant from using any of the Scheme Marks for any reason.

   3. The Payment Scheme have the right to enforce any provision of the Card Scheme Rules and to prohibit the Merchant and/or Fiuu from engaging in any conduct the Payment Scheme deem could injure or could create a risk of injury to the Payment Scheme, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Payment Scheme Confidential Information as defined in the Card Scheme Rules, or both.

   4. The Merchant will not take any action that could interfere with or prevent the exercise of this right by the Payment Scheme.

   5. Merchant agrees that TPPP and/or Fiuu may use, for the purposes of fulfilling TPPP and/or obligations under this Agreement, any information, whether confidential or otherwise, regarding the Merchant that TPPP and/or Fiuu may, from time to time request. The Merchant also agrees to furnish such information within seven (7) days of TPPP and/or Fiuu making that request.

   6. The Merchant shall co-operate with Fiuu and TPPP in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.

   7. The Merchant acknowledges and agrees that TPPP and/or Fiuu shall have the general right to retain or withhold Settlement Funds due by the Merchant if the Merchant breaches any of its obligations under this Agreement including without limitation, Merchant’s breach causing TPPP and/or Fiuu to breach its agreement with the Card Scheme. TPPP and/or Fiuu may, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or which subsequently become due pursuant to this Agreement if in good faith where TPPP and/or Fiuu suspects that (i) any Transaction is fraudulent or involves other criminal activity; (ii) that any Transaction was not in the ordinary course of business for the Merchant; (iii) if the number and/or size of the Transaction(s) is significantly greater than expected; (iv) if any of the events in Clause 15.2 or Clause 2.8 of Schedule 1 has occurred; or (v) if TPPP and/or Fiuu suspects that any such events in Clause 15.2 Clause of Schedule 1 has, or is likely to occur (whether or not TPPP and/or Fiuu has terminated this Agreement). All payments so suspended may be retained by TPPP and/or Fiuu until TPPP and/or Fiuu has satisfied itself that such Transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.

      1. Without prejudice to Fiuu’ termination rights under this Agreement, Fiuu shall have the right to terminate this Agreement immediately and/or automatically without liability if:

         1. The Payment Scheme directs or requests Fiuu to do so;

         2. TPPP terminate the agreement as entered into between Fiuu and TPPP for any reason;

         3. The Payment Scheme deregisters TPPP and/or Fiuu or if TPPP and/or Fiuu cease to be a member of either Payment Scheme for any reason or if TPPP and/or Fiuu fail to have a valid License with either Payment Scheme to use any Mark accepted by the Merchant whereby such circumstances shall provide for automatic termination;

         4. The Merchant’s activity is deemed, at Fiuu’ discretion or at the direction of TPPP or the Payment Scheme, to be fraudulent or otherwise wrongful or in violation of the Payment Scheme Rules;

         5. TPPP and/or Fiuu consider the percentage, number or amount of fraudulent Transactions submitted by any Merchant or the number of Chargebacks in relation to the business of the Merchant, to be excessive;

         6. The Merchant submits for processing, Transactions on behalf of any third-party entity other than that agreed between Parties;

         7. The Merchant materially alters its physical store or website content without Fiuu’ prior written consent or changes its business or alters its business model during the term of this Agreement or if there is a direct or indirect change of control of the Merchant or any parent company of the Merchant;

         8. For six (6) consecutive months, the Merchant fails to submit any Transactions, or no activity is recorded on the Merchant’s Terminal Account;

         9. There is any non-compliance by Merchant with applicable laws and/or the Payment Scheme Rules;

         10. There is any breach of this Agreement in respect of the Merchant;

         11. The Merchant is or becomes a Prescribed Person or prohibited Sub-Merchant;

         12. The Merchant is or becomes listed on Visa Merchant Alert System (VMAS) or Mastercard Member Alert To Control High Risk Merchant (MATCH);

         13. The Merchant’s acceptance of Transactions does not represent a genuine sale of products or services by the Merchant;

         14. There is any Insolvency Event regarding the Merchant; or

         15. The Merchant reasonably represents a materially unacceptable risk to the TPPP and/or Fiuu having regard, among other things, to the obligations of TPPP and/or Fiuu under applicable laws or Payment Scheme Rules or the risk or fraud profile of the Merchant (including the level of Chargebacks applicable to the Merchant).

3. Fiuu is responsible for the Card acceptance policies and procedures of the Merchant and may require merchants to make any changes to physical store or Website or otherwise that Fiuu or TPPP deem necessary to ensure that the Merchant remains in compliance with the Payment Scheme Rules governing the use of the Scheme Marks.

4. In the event of any inconsistency between any provision of this Agreement and the Payment Scheme Rules, the Payment Scheme Rules will take precedence.

5. The Merchant acknowledges, agrees and undertakes:

   1. To comply with all applicable Payment Scheme Rules, as amended from time to time;

   2. That the Payment Scheme are the sole and exclusive owner of the Scheme Marks;

   3. Not to contest the ownership of the Scheme Marks for any reason;

   4. To only submit Transactions to Fiuu that are in respect of goods and/or services provided by the Merchant to the Cardholder;

   5. To ensure it that prominently and unequivocally informs Cardholder of the identity of the Merchant at all points of interaction, so that the Cardholder can readily distinguish the Merchant from any other third party, such as a supplier of products or services to the Merchant and the Merchant will ensure that its Website and/or physical store:

      1. is genuine and/or legitimate;

      2. prominently displays the name of the Merchant;

      3. prominently identifies the name of the Merchant as displayed on the physical store or the website as both the Merchant and as the name that will appear on the Cardholder statement; and

6. To display the Merchant name and information as prominently as any other information depicted on the physical store or the website other than the images of the products or the services being offered, in accordance with the Payment Scheme Rules.

7. The Merchant acknowledge and agrees NOT to:

   1. Undertake Transactions for any purpose other than the genuine purchase of the goods and/or services that the Merchant supplies;

   2. Impose any minimum or maximum Transaction value(s);

   3. Discriminate against the use of Card in any way;

   4. Split a Transaction into two or more Transactions;

   5. Accept Transactions relating to goods and/or services which fall outside the description of the Merchant business without TPPP and/or Fiuu prior written approval;

   6. Accept a Transaction or present Transaction Data for processing which was not undertaken directly between the Merchant and the Cardholder;

   7. Accept or process Transaction in order to give Cardholder cash unless TPPP and/or Fiuu have specifically given their prior written consent to do so;

   8. Accept any Transaction using any Card issued in Fiuu or the Merchant’s name, or related to the nominated bank account or of a partner in, or director or other officer of Fiuu’ business or the business of the Merchant, or of the spouse or any member of the immediate family or household of any such person;

   9. Submit Transaction data/any Transaction which the Merchant knows or ought to have known is illegal. Similarly, Fiuu will not accept any Transaction from the Merchant that Fiuu knows or ought to have known is illegal; or

   10. Refund Transactions to a Card which was not originally used to make such Transactions, and the Merchant must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder’s Account.

8. Merchants must seek Authorisation from the Authorisation centre at the time of, or prior to, accepting each Transaction by following the procedures set out herein or as TPPP and/or Fiuu may instruct.

9. Card Not Present Transactions

   1. Own Risk. Each Merchant understands that it accepts Transactions at its own risk.

   2. E-Commerce. Use of URLs. If a Merchant wishes to accept E-Commerce Transactions using more than one URL, and TPPP and/or Fiuu provides its approval, the Merchant agrees to enter into a written agreement with Fiuu for each URL that Merchant proposes to use. Merchant will not use more than one URL to accept Transaction under this Agreement, register more than one URL or use a URL to accept Transactions which is not the URL notified to TPPP and/or Fiuu as being related to this Agreement.

10. In the event Fiuu offer and Merchant accept recurring Transaction, Merchant understands that it accepts recurring Transactions at its own risk. For the avoidance of doubt, For the avoidance of doubt, Chargeback liability shall shift from the Card Issuers to Merchant.

11. Cardholder Consent. In addition to seeking Authorisation in accordance with this Agreement, for each recurring Transaction, Merchant is required to obtain a prior written request from the relevant Cardholder for the goods and/or services to be charged to its account periodically. The request must be dated and signed by the relevant Cardholder and must state the amount and frequency of the recurring charge to be made against that Cardholder and the period of time during which the charges comprising that recurring Transaction can be made.

12. No Completion of Recurring Transactions. Merchant shall not complete a recurring Transaction immediately after receiving: (i) cancellation from the Cardholder; (ii) notice from TPPP or Fiuu that Fiuu may no longer process recurring Transactions for the relevant Cards; or (iii) advice that the Card is not to be honoured.

13. TPPP and/or Fiuu is entitled to immediately terminate this Agreement if:-

    1. There is fraud or reasonable suspicion of fraud or other criminal activity in relation to the Merchant;

    2. TPPP and/or Fiuu is required to do so by any regulator or Card Scheme, or the integrity or reputation of the Payment Scheme or Ourselves is, or may be (as reasonably determined by TPPP and/or Fiuu) brought into disrepute by the Merchant;

    3. The activities of the Merchant contravene any Singapore or other national or international laws and/or regulations, or any codes of practice that TPPP and/or Fiuu may adopt from time to time, or which otherwise relate directly or indirectly to matters that TPPP and/or Fiuu may view, from time to time, as being unlawful or otherwise objectionable in kind and nature;

    4. TPPP and/or Fiuu consider, by reference to the excessive Chargeback levels set by the Payment Scheme, the percentage, number or amount of fraudulent Transactions submitted by the Merchant under This Agreement, or the number of aggregate Chargebacks in relation to the-Merchant, to be excessive; or

    5. the Merchant is, or subsequent to the date of This Agreement, becomes a Prescribed Person.

14. In the event of any inconsistency between any provision of This Agreement, this Schedule and the Payment Scheme Rules, the Payment Scheme Rules will take precedence.

15. The Merchant grants TPPP and/or Fiuu an irrevocable license to use the Merchant data and provide the following information in relation to TPPP and/or Fiuu:

    1. the full legal title of TPPP and/or Fiuu;

    2. the purposes of TPPP and/or Fiuu processing the Merchant Data;

    3. details of third parties and external and regulatory bodies that TPPP and/or Fiuu may disclose the Merchant Data to during the course of the term of This Agreement; and

    4. that Merchant data may be transferred outside Singapore by TPPP and/or Fiuu for processing under This Agreement.

       INFORMATION AND AUDIT RIGHTS

16. Upon request, Fiuu will provide to TPPP, or its agents, with copies of interim and/or annual audited financial statement (including management accounts), and other required documentation or information concerning the Merchant’s business as TPPP reasonably request to assist with its continuing evaluation of financial credit and credit status of the Merchant.

17. For the purpose of auditing the performance of the Merchant, the Merchant, on request by TPPP and/or Fiuu shall:

    1. Provide documentary evidence to TPPP and/or Fiuu, in the form and in the manner requested by TPPP and/or Fiuu, of the compliance of the Merchants with all of the requirements obligations set out in this Agreement;

    2. Grant unrestricted systems access to TPPP and/or Fiuu and the Associations to enable TPPP and/or Fiuu to confirm at a minimum : (i) the Merchant’s processing volume; (ii) funding to the Merchant; (iii) the Merchant reserves; (iv) URL screening; (v) fraud monitoring; and (vi) the Merchant underwriting requirements (to include, but not limited to, site visitation documentation, financial statements, OFAC review, PEP screening, MATCH and VMAS screening, the Merchant authentication and any other information required by TPPP and/or Fiuu and/or the Associations).