Terms of Service

ADDITIONAL TERMS AND CONDITIONS FOR MERCHANT ONBOARDING USING ATOME DEFFERED PAYMENT STRUCTURE

These Deferred Payment Structure Merchant’s Terms and Conditions (the “Deferred Payment Merchant Terms”) will apply to any Merchant using Atome Services by Atome through Fiuu. By using Atome Services, the Merchant agrees that it has read, understood, accepted and agreed to these Deferred Payment Merchant Terms. Upon the use of Atome Services by the Merchant, these Deferred Payment Merchant Terms would constitute a legal agreement between the Merchant and Atome.

1. Further Definitions

   Unless expressly defined in this Deferred Payment Merchant Terms, capitalized terms shall have the meaning ascribed to them in the Agreement.

   “Assignment Settlement Amount”	means the net amount payable by Fiuu to the Merchant in respect of each Transaction, taking into account the total value of the Deferred Payment Merchant Terms assigned by the Merchant to Fiuu as per Clause 2.1.3 and all applicable fees charged by Fiuu for the underlying Transaction as shall be informed to the Merchant from time to time.
   “Atome”	means APaylater Singapore Pte Ltd or such other related or group entity responsible for providing the Atome Services to the Merchant.
   “Atome Platform”	means any websites (including any subdomains thereof), mobile applications and application program interfaces developed, maintained and operated by Atome to facilitate the provision of the Atome Services.
   “Atome Services”	means the services of (i) implementing and administrating an online payment solution, whereby the Merchant agree to accept payment by Customers through a Deferred Payment Structure pursuant to the terms of the Deferred Payment Agreement, (ii) performing validation checks and assessments on Customers and merchants using the system, (iii) managing accounts and (iv) processing Transactions and requests, and allowing Customers to make payments via the Atome Platform.
   “Cancellation”	means the cancellation of a Transaction for which the Merchant have been paid or was due to be paid, initiated by Atome.
   “Deferred Payment”	means an outstanding payment under a Deferred Payment Structure which shall be paid by the Customer and may be assigned by the Merchant to Fiuu for each Transaction.
   “Deferred Payment Agreement”	means each contract entered into between the Merchant and a Customer via Atome Platfom to conclude a Transaction under a Deferred Payment Structure, in substantially the form set out at https://www.atome.sg/en-SG/purchase-payment-contract.
   “Deferred Payment Structure”	means an extended payment feature offered by the Merchant to Customers under which payment of the Purchase Price for a Transaction shall be made on a deferred and interest free basis.
   “Merchant Funded Discounts”	means promotional payment discounts which may be granted by the Merchant to Customers from time to time for promotional purposes.
   “Merchant Services”	means the goods and services that form part of an Order, as offered by the Merchant in any of Merchant’s Sites.
   “Order”	means a Customer’s application to purchase the Merchant Services captured and processed via the Atome Platform.
   “Payment Method”	means the method of payment nominated by a Customer to make payments to Atome (including payment of any fees and charges). For the avoidance of doubt, a Payment Method shall not include any issued prepaid debit cards, virtual debit cards or virtual account numbers, gift cards or any other type of access card.
   “Purchase Price”	means the total monetary value of an Order (including any applicable goods and services tax and delivery fees, and subject to any applicable Merchant Funded Discounts).
   “Refund”	means a complete or partial refund in respect of any Transaction.
   “Refunded Amount”	means the amount to be refunded to a Customer in respect of a Refund.
   “Re-Purchase Amount”	means, upon the occurrence of any event specified in Clause 5.1 below in relation to a Transaction, the amount equal to the corresponding Assignment Settlement Amount, less any portion of the Deferred Payment already received by Fiuu, or any lesser amount as determined by Fiuu in our sole and absolute discretion.
   “Transaction”	means any transaction under a successful Order between the Merchant and a Customer as facilitated and processed via Atome Platform, and evidenced by the Customer being notified via the Atome Platform that the Order has been approved.

2. Atome Services

   1. The Merchant agree that in order to use the Atome Services, upon any Customer initiating an Order at your Site, the Merchant shall:

      1. offer to settle the Purchase Price of such Order under a Deferred Payment Structure;

      2. enter into a Deferred Payment Agreement with the Customer upon the conclusion of such Order; and

      3. immediately sell and assign absolutely to Fiuu all of your present and future rights, title and interest in and to the benefit of each Deferred Payment Agreement in respect of such Order (including the right to receive the outstanding Deferred Payments from the Customer under the Deferred Payment Structure for such Order (the“Receivables”)) and authorize Fiuu to notify the Customer of such assignment.

   2. Upon conclusion of the assignment under Clause 2.1.3 above, the Order is concluded as a Transaction and we shall pay the Merchant for such assignment via your account with Fiuu, subject to any commercial or fees terms which we may notify and impose on the Merchant from time to time.

   3. The Merchant agree and acknowledge that as part of the Atome Services, Atome will conduct the following checks and assessments in respect of any Order:

      1. real-time checks and validations on your eligibility, the transaction value of the Order, the risk associated with the Merchant Services, and overall risks for each Transaction; and

      2. real-time checks and validations on Customer’s credentials, devices, relationships with other Customers and other historical data.

   4. The Merchant agree and acknowledge that an Order will be approved by Atome and concluded as a Transaction if: (i) Atome is satisfied at its sole discretion of the eligibility of both the Customer and the Merchant at the time of the Order, and (ii) the authorisation of the first Deferred Payment on the Customer’s chosen Payment Method is successful.

3. Cancellations

   The Merchant agree and acknowledge that, pursuant to the provision of the Atome Services, Atome reserves the right to effect a Cancellation of a Transaction where (i) Customer and/or the Merchant fail to satisfy Atome’s validations, checks and assessments or (ii) Atome suspects or becomes aware of suspicious activity from the Customer and/or the Merchant on the Atome Platform which may contravene Applicable Laws.

4. Refunds

   The Merchant agree and acknowledge that if the Merchant choose to accept a return or process a Refund (in full or in part) in relation to a Transaction, the Merchant must inform Fiuu and initiate the Refund process with Fiuu within sixty (60) calendar days of the Transaction, failing which the Merchant agree and acknowledge that Atome may reject the Refund request at Atome’s sole discretion.

5. Limited Recourse

   1. The Merchant agree and acknowledge that regardless of any failure or delay by the Customer to make payment of any part of a Deferred Payment on its due date, we shall have no recourse to the Merchant for such failure or delay unless there has been a dispute, Cancellation or waiver of any Deferred Payment (“Recourse Event”) for any reason whatsoever. Upon a Recourse Event, the Merchant shall, upon our written notification, buy back from Fiuu the relevant Receivables assigned under Clause 2.1.3 above, in the Re-Purchase Amount.

   2. Upon the occurrence of a Refund, the Merchant will immediately owe Fiuu a debt in an amount equal to the Refunded Amount.

   3. Without prejudice to any of our other rights under this Deferred Payment Merchant Terms, the Merchant agree and acknowledge that we shall be entitled at its discretion to set-off any Re- Purchase Amount, the amount equal to any Refunded Amounts and/or any Refund fees against any present or future Assignment Settlement Amounts or demand payment of any Re-Purchase Amount, the amount equal to any Refunded Amounts and/or any Refund fees within three (3) business days of our written notice to the Merchant.

6. Marketing

   Atome shall have the right to display representations of your logos and marks in all marketing and publicity material relating to the Atome Services for the purpose of presenting the Merchant as being equipped with the Atome Services.

7. Miscellaneous

   1. This Deferred Payment Merchant Terms shall be effective and binding between the parties upon and throughout your use of the Atome Services. Either party may terminate this Deferred Payment Merchant Terms by thirty (30) calendar days’ written notice to the other party, and the Merchant agree and acknowledge that the Merchant shall no longer be able to use the Atome Services after the termination of this Deferred Payment Merchant Terms.

   2. In the event of any inconsistency between this Deferred Payment Merchant Terms and the Agreement, the Deferred Payment Merchant Terms shall take precedence.

   3. Apart from Atome, a person which is not a party to this Deferred Payment Merchant Terms has no rights under the Contracts (Rights of Third Parties) Act to enforce any terms of this Deferred Payment Merchant Terms.

   4. This Deferred Payment Merchant Terms, including all documents or other material incorporated by reference, constitutes and contains the entire agreement between Fiuu and the Merchant with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements.

   5. The Merchant shall, upon the request of Atome or Fiuu, execute, stamp and deliver such documents or deeds as may be reasonably necessary to give full effect to this Deferred Payment Merchant Terms (including the assignment of the Receivables under the Deferred Payment Agreement(s)).