NETS Commercial Agreement (for Merchants)

1. STANDARD TERMS AND CONDITIONS
2. CONDITION PRECEDENT OF THE RELEVANT NETS ENTITY’S OBLIGATIONS
3. AUTHORISATION TO USE THE SYSTEM AND SERVICES, DESIGNATION OF AUTHORISED PERSON
4. OWNERSHIP AND MANAGEMENT OF NETS ACCESS DEVICE
5. GRANT OF LICENCE TO USE MARKS AND THE SYSTEM
6. INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE
7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF MERCHANT
8. UNDERTAKINGS OF THE RELEVANT NETS ENTITY
9. FEES, PAYMENTS AND SETTLEMENTS
10. SAFEGUARDING
11. TRANSACTION REJECTION
12. DISPUTES AND COLLATERAL
13. INDEMNITIES
14. DISCLAIMER OF WARRANTIES AND LIABILTY
15. DISCLOSURE
16. CONFIDENTIALITY
17. PERSONAL DATA
18. FORCE MAJEURE
19. SUSPENSION
20. TERM AND TERMINATION
21. NOTICES AND COMMUNICATIONS
22. GOVERNING LAW AND DISPUTE RESOLUTION
23. ASSIGNMENT
24. AMENDMENT AND SURVIVABILITY
25. SEVERABILITY
26. WAIVER AND CUMULATIVE RIGHTS
27. RELATIONSHIP OF THE PARTIES
28. RIGHTS OF THIRD PARTIES
29. SUBCONTRACTING
30. FURTHER ASSURANCE AND ASSISTANCE
31. ENTIRE AGREEMENT
32. COPYRIGHT ACT NOTIFICATION

Annexes and Schedules

Annex 1 – Provision of Collateral Terms
Annex 2 – NETS E-Money Card Top-up Service
Annex 3 – Merchant Portal Service
Annex 4 – Baby Bonus Service
Annex 5 – CashBack Service
Annex 6 – Foreign Card/App Payment Service (excluding WeChat Pay)
Annex 7 – NETS Access Device Riding Service
Annex 8 – Temporary NETS Terminal Service
Annex 9 – NETS Self-Service Station Service
Annex 10 – WeChat Payment Service
Annex 11 – Malaysian Bank Issued Cards Payment Service
Annex 12 – NETS Click Service
Schedule 1 to Annex 12 – NETS Click Dispute Monitoring Program Thresholds
Annex 13 – eNETS Payment Service
Annex 14 – NETS Credit Merchant Service
Annex 15 – eNETS Direct Acquiring Service
Schedule 1 to Annex 15 – MasterCard Rules
Schedule 2 to Annex 15 – VISA Rules

STANDARD TERMS AND CONDITIONS

Please read this Commercial Agreement carefully. By applying for and/or using any of the Services, you agree that you have read, understood and accepted the terms of this Commercial Agreement, which include these Standard Terms and Conditions (“Standard T&Cs“), all Annexes and Schedules attached below to the Standard T&Cs, all completed Application Forms submitted to the Relevant NETS Entity and the Price Guide (as defined below) as may be applicable, each as may be amended, supplemented or replaced from time to time, in our sole and absolute discretion.

This Commercial Agreement forms a legally binding agreement between (i) the Relevant NETS Entity or “we” or “us“ or “our“ (as the context requires); and (ii) the merchant which has applied for and/or is using any of the Services provided by the Relevant NETS Entity (hereinafter referred to as the “ct“ or “you” or “your“, as the context requires).

1. DEFINITIONS AND INTERPRETATION

1.1 In this Commercial Agreement, unless the context otherwise requires, the following capitalised terms shall have the respective meanings set out against them in the table below. For the avoidance of doubt, where capitalised terms are used in any of the Annexes or Schedules but are not specifically defined therein, they shall have the same meaning given to them in these Standard T&Cs.

“Act”	Payment Services Act 2019 including any amendments and supplements thereto from time to time.
“Administration Module”	A web-based interface for a Merchant to view the functionalities related to the Services selected by the Merchant on the relevant Application Form as may be provided by the Relevant NETS Entity from time to time at its sole and absolute discretion.
“American Express”	The payment processing system, network or association branded as such and offered by American Express Company (and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services) which eNETS agrees to process payments for on behalf of Merchants.
“Applicable Law”	Any applicable national, federal, supranational, state, regional, provincial, local or other statute, law, ordinance, regulation, rule, code, guidance, order, published practice or concession, regulatory requirement, judgment or decision of a Governmental Authority and, for the avoidance of doubt, includes all requirements, regulations, notices, directions, guidelines, codes, practice notes, circulars, policy statements, guidance, examples, waivers and other similar materials published or otherwise made by the MAS and/or the PDPC from time to time, and any rules, regulations, guidance and approach document of any other regulatory authority in Singapore.
“Application Form”	All application forms provided by the Relevant NETS Entity which all Merchants, whether new or existing, are required to complete, execute and submit to the Relevant NETS Entity in order to apply for the provision of Services from the Relevant NETS Entity, or to provide such information and/or documents as required by the Relevant NETS Entity in connection with the provision of any Service.
“Authorisation Code”	The unique approval code issued in respect of a Transaction proposed to be accepted and/or processed by the Merchant.
“Authorised Person”	Has the meaning given to it in Clause 3.4.
“Bank Account”	A bank account held by the Merchant for clearing and settlement purposes vis-à-vis the Relevant NETS Entity and from which the Relevant NETS Entity may collect any fees or charges from the Merchant in accordance with this Commercial Agreement, that is held with: (a) (in the case where the Relevant NETS Entity is eNETS) any licensed bank in Singapore; and (b) (in the case where the Relevant NETS Entity is NETS) any Participating Bank.
“BCA”	Bank Central Asia.
“Business Day”	Mondays through Fridays, excluding Saturdays, Sundays and national public holidays in Singapore, and excluding any day that may be declared by the MAS to be a bank holiday.
“Card”	An unexpired and validly issued payment card (including without limitation digitally tokenised payment cards) that enables the holder to effect Transactions via the System, and includes NETS Cards, 3rd Party Cards and Foreign Cards.
“Card Scheme”	Any scheme established to manage and establish standards and procedures for the issuance and acceptance of payments via Cards or Mobile Payment Applications and the settlement of Transactions and includes any other payment industry body notified to the Merchant by NETS from time to time.
“Card Scheme Regulations”	Any standards, procedures, rules, regulations, programmes or requirements of, or issued by, a Card Scheme, including but not limited to the PCIDSS.
“Cardholder”	(1) Any person who holds a Card (and where the Card is meant to have the cardholder’s name imprinted on the Card, the person whose name is imprinted on the Card), but excludes persons who are appointed or authorised to sell the Cards, effect top-ups or refunds, or replace the Cards; and (2) Any person who holds a Mobile Payment Application.
“Cardholder Fee”	Any administrative fee charged by the Merchant to a Cardholder for provision of the Services.
“Chargeback”	Any refund or reimbursement provided to the Cardholder of the price of Goods and Services (or part thereof) under any Transaction, whether initiated by the Merchant or Cardholder.
“Claim”	Any claim, action, application, demand, proceeding, threat or any other analogous claim.
“Collateral”	Security of an amount in value given to the Relevant NETS Entity in accordance with Annex 1 as security for the Relevant NETS Entity’s liabilities to third parties arising from a Collateral-secured Dispute.
“Collateral-secured Dispute”	Any dispute in respect of a Transaction involving a Collateral-secured Merchant, including but not limited to the disputes referred to in Clause 11.4 of the Standard T&Cs and Clause 6 of Annex 1.
“Collateral-secured Liabilities”	Any Loss incurred by the Relevant NETS Entity or to which the Relevant NETS Entity is exposed arising out of or in connection with any Collateral-secured Dispute.
“Collateral-secured Merchant”	Any Merchant which is required by the Relevant NETS Entity to provide Collateral in accordance with Annex 1 as a condition of the Relevant NETS Entity (or any affiliate of the Relevant NETS Entity) providing any Services to the Merchant.
“Commencement Date”	In relation to any Service, the date on which the Merchant is authorised by the Relevant NETS Entity to use or provide such Service, or such other date as may be notified by the Relevant NETS Entity to the Merchant.
“Commercial Agreement”	This agreement, which includes these Standard T&Cs, all Annexes and Schedules attached below to the Standard T&Cs, all completed Application Forms submitted to the Relevant NETS Entity and the Price Guide as may be applicable, each as may be amended, supplemented or replaced from time to time.
“Confidential Information”	Any non-public information (whether in oral, written or other form) that the Relevant NETS Entity designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential, and includes any information which is proprietary or confidential, including without limitation: (a) trade secrets; (b) know-how; (c) the confidential operations, processes, technology or inventions carried on or used by a person; (d) any information which is secret or confidential or which a business person may reasonably regard as secret or confidential, and which relates to a person’s business, organisation, finances, dealings, transactions or affairs, distributorship, franchise or other arrangements, principals, clients or vendors, or products or services, or their development, manufacture, clinical testing, analysis, marketing, or sale or supply; (e) a person’s technology or designs, dealer’s lists, vendor lists or marketing studies, drawings, notes or memoranda, budgets, accounts or financial statements or information, or documentation or manuals, and the information contained therein; (f) any secret or confidential information which relates to any of the transactions or affairs of a person’s principals, clients or vendors; or (g) any information or material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone, and which shall include without limitation: (i) any information relating to any Card, Transaction or Chargeback; and (ii) any information relating to the Cardholders (including but not limited to their names, account numbers, transactions (including Transactions) and any information necessary to process Transactions using the Cards).
“Constitution”	The constitution, memorandum and articles of association, partnership agreement or any other constitutional documents of a Merchant (that is not an Individual or a sole proprietor).
“Data Incident”	Any incident or circumstances which may, has/have resulted in, and/or which may reasonably give rise to any suspicion, in respect of Personal Data, of: (a) the unauthorised access, collection, use, disclosure, copying, modification, Processing or disposal of Personal Data; and/or (b) the loss of any storage medium or device on which Personal Data is stored in circumstances where the unauthorised access, collection, use, disclosure, copying, modification, Processing or disposal of the Personal Data is likely to occur.
“Data Protection Policy”	The Relevant NETS Entity’s Data Protection Policy accessible at: https://www.nets.com.sg/policies/data-protection or via other means as the Relevant NETS Entity may designate from time to time.
“Diners Club”	The payment processing system, network or association branded as such and offered by Diners Club International (and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services) on which eNETS agrees to process payments for on behalf of Merchants.
“E-Money”	Has the same meaning under section 2 of the Act.
“eNETS”	eNETS Pte. Ltd., a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713, and its successor-in-title.
“eNETS IPR”	Has the meaning given to it in Clause 5.3.
“eNETS Marks”	The names, marks, designs, logos, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by eNETS in connection with the System and any eNETS Services, including all variations thereof and amendments thereto from time to time (but for the avoidance of doubt, shall exclude any 3rd Party Marks).
“eNETS Services”	The range of services provided by eNETS from time to time listed on the relevant Application Form which eNETS has authorised the Merchant to use or to provide to such classes of Cardholders as eNETS may specify in its sole and absolute discretion, and as may be updated and amended from time to time.
“Event of Default”	Has the meaning given to it in Clause 20.5.
“Force Majeure Event”	Has the meaning given to it in Clause 18.1.
“Foreign Card”	A valid 3rd Party Card issued by a non-Singapore financial institution which is associated with the Foreign Switch, and includes any card issued in replacement or renewal thereof.
“Foreign Switch”	An entity which operates an electronic point-of-sale facility outside Singapore, which shall include BCA, UnionPay and/or such other entity as may be agreed between the Relevant NETS Entity and the Merchant from time to time.
“Fulfilment Centre”	The fulfilment organisation nominated by the Merchant to receive product delivery messages from the Relevant NETS Entity arising from Transactions in respect of the Merchant’s Goods and Services.
“Goods and Services”	Goods and/or services offered, supplied, sold, delivered and/or performed by or through a Merchant to a Cardholder.
“Governmental Authority”	Any regulatory authority and any national, federal, supranational, state, regional, provincial, local or other government, government department, ministry, governmental or administrative authority, regulator, agency, commission, secretary of state, minister, court, tribunal, judicial body or arbitral body or any other person exercising judicial, executive, interpretative, enforcement, regulatory, investigative, fiscal, taxing or legislative powers or authority anywhere in the world with competent jurisdiction (including, without limitation, the MAS and/or the PDPC).
“GST”	Goods and services tax under the Goods and Services Tax Act 1993.
“Individual”	A natural person, whether living or deceased.
“Insolvency Event”	In relation to a person, refers to any of the following: (a) the person is deemed by any Applicable Law to be bankrupt, insolvent or unable to pay its debts, admits it is bankrupt, insolvent or unable to pay its debts, or becomes or is declared bankrupt, insolvent or unable to pay its debts; (b) the person is the subject of any actual, threatened or proposed corporate action, proceedings, or other procedure or step, relating to: (i) its bankruptcy or insolvency, including but not limited to liquidation, provisional liquidation, winding up, receivership, judicial management, administration, administrative receivership, moratorium, scheme of arrangement, reorganization, controlled management, or dissolution; (ii) the enforcement of any security over its property, or the repossession of any goods held by it under any chattels leasing agreement, hire purchase agreement or retention of title agreement; and/or (iii) the enforcement of any right of re-entry or forfeiture under any of its leases; (c) the person makes, or intends or proposes to make, an assignment for the benefit of a substantial portion of its creditors or class of its creditors; (d) the person enters, or intends or proposes to enter, into any discussions, negotiations or agreement with one (1) or more of its creditors with a view to the compromise, settlement, composition, extension, readjustment or rescheduling of a substantial portion of its obligations or a class of its obligations; (e) the person suspends, or intends or proposes to suspend, the making of payments relating to a substantial portion of its indebtedness or class of its indebtedness; and/or (f) any event or proceeding that is equivalent or analogous to any of the foregoing under the laws in any jurisdiction applicable to the person.
“Instructions”	All information, instructions, communications, orders or messages (including those relating to payments, transfers, Transactions or other transactions) referable to the Merchant.
“Intellectual Property Rights” or “IPR”	means, throughout the world and for the duration of the rights: (a) patents, trade marks, service marks, logos, get-up, trade names, brand names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, trade secrets, inventions, know-how, Confidential Information (including business, scientific, technical or product information) and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect; (b) any other rights resulting from intellectual activity in the cybersecurity, commercial, industrial, scientific, literary and artistic fields and whether dealing with manufactured products or services; (c) rights under licences, consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a) above; (d) rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (c) which now or in the future may subsist; and (e) the right to sue for infringements of any of the foregoing rights.
“Issuer Bank”	A bank or other institution that is the issuer of a 3rd Party Card presented by a 3rd Party Cardholder in connection with any Transaction, and which has a licence agreement with a 3rd Party Card Scheme to issue one (1) or more 3rd Party Cards.
“JCB”	The payment processing system, network or association branded as such and offered by JCB Co., Ltd. (and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services) on which eNETS agrees to process payments for on behalf of Merchants.
“LMS”	A Loyalty Management System developed and owned by NETS which facilitates the online issuance and redemption of Loyalty Points and for the managing and tracking of Loyalty Points associated with NETS EFTPOS transactions, including but not limited to the configuration of loyalty rules, period of loyalty, redemption limits and Loyalty Points conversion rules.
“Loss”	Any and all losses (including any indirect, special or consequential losses or loss of profit), settlement sums, costs, damages, Claims, demands, actions, judgments, proceedings, penalties, fines, charges, fees, expenses of whatsoever nature (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) and other liabilities, whether foreseeable or not, incurred by a person.
“Loyalty Points”	Rebate/reward dollars, or such other Loyalty Program rebate points used to offset purchases in the Loyalty Program.
“Loyalty Program”	Parameters / rules for calculating the amount of Loyalty Points to be issued or redeemed in each Transaction, including loyalty rules, period of applicability, rebate conversion rules and such other terms and conditions that the holder of a Merchant Loyalty Card needs to fulfil to qualify for such Loyalty Points.
“MAS”	The Monetary Authority of Singapore.
“Mastercard”	The payment processing system, network or association branded as such and offered by Mastercard International, Inc. (and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services) on which eNETS agrees to process payments for on behalf of Merchants.
“Merchant Loyalty Card”	A magnetic stripe card sold and issued by the Merchant, customised by NETS, which is uniquely identified by the LMS with an amount or value accrued by the holder over a period of time (such period of time to be specified by the Merchant) and which the holder is entitled to redeem for Goods and Services at the Merchant within the validity period as specified by the Merchant.
“Merchant Prepaid Card”	A magnetic stripe card sold and issued by the Merchant customised by NETS in accordance with the Merchant Prepaid Card Design which is uniquely identified by the System with an amount which the holder is entitled to redeem for relevant Goods and Services at the Merchant within the validity period specified by the Merchant.
“Merchant Prepaid Card Design”	The design created by the Merchant for printing onto the Merchant Prepaid Card.
“Merchant Top-up Card”	An authorisation card issued by NETS to a Merchant for a specific NETS Access Device with a daily monetary limit set by a Merchant to facilitate the top-up of the E-Money of a NETS E-Money Card on such NETS Access Device without the immediate deduction of the NETS E-Money Card top-up amount from any bank account.
“Merchant” or “you” or “your”	Has the meaning given to it in the preamble.
“Mobile Payment Application”	An unexpired and validly issued payment mobile application that enables the holder to effect Transactions via the System, and includes Mobile Payment Applications issued by both local and foreign financial institutions.
“NETS”	Network For Electronic Transfers (Singapore) Pte Ltd, a company incorporated in the Republic of Singapore and having its registered office at 351 Braddell Road #01-03 Singapore 579713, and its successor-in-title.
“NETS Access Device”	Any device which serves as an access point to any Service as may be supplied by a Relevant NETS Entity to a Merchant from time to time, or installed by a Relevant NETS Entity, or to be installed by a Relevant NETS Entity, at the Merchant’s premises for the processing of Transactions in relation to the use of the System, including any Software and all accessories and peripherals thereto and also any replacements, modifications, enhancements, improvements or additions to such hardware and Software. For avoidance of doubt, NETS Access Devices include the “terminals” referenced in the Application Form.
“NETS Bank Card”	A valid Card issued by one of the Participating Banks that provides access to the NETS Cardholder’s cheque or savings account facility.
“NETS Bank Card Service”	A NETS Service which allows Merchants to accept payments for Goods and Services via a NETS Bank Card or Mobile Payment Application issued by a Participating Bank.
“NETS Card”	Any NETS Bank Card, NETS E-Money Card, Merchant Loyalty Card or Merchant Prepaid Card.
“NETS Cardholder”	Any person who holds a NETS Card (and where the NETS Card is meant to have the cardholder’s name imprinted on the NETS Card, the person whose name is imprinted on the NETS Card), but excludes persons who are appointed or authorised to sell the NETS Card, effect top-ups or refunds, or replace the NETS Card.
“NETS CashCard”	A physical, valid NETS E-Money Card operated and managed by NETS, which is issued by NETS in Singapore under NETS’ brand name, trademark and/or the “CashCard” or “NETS CashCard” logo.
“NETS CashCard Service”	A NETS Service which allows Merchants to accept payments for Goods and Services via a NETS CashCard and/or a NETS vCashCard.
“NETS E-Money Card”	A valid E-Money Card (in physical and/or virtual form) operated and managed by NETS, which is issued by NETS in Singapore under NETS’ brand name, trademark and/or logo, and includes, but is not limited, to the NETS CashCard, NETS vCashCard, NETS Prepaid Card and the NETS FlashPay Card.
“NETS EFTPOS”	An Electronic Funds Transfer at Point-of-Sale system operated by NETS which allows Merchants to accept payments from certain Cardholders.
“NETS FlashPay Card”	A contactless, valid NETS E-Money Card operated and managed by NETS, which is issued with NETS’ brand name, trademark and/or the “NETS FlashPay” or “NETS Motoring Card” logo.
“NETS Flashpay Service”	A NETS Service which allows Merchants to accept payments for Goods and Services via a NETS FlashPay Card.
“NETS Group”	NETS and its related corporations (as defined in Section 6 of the Companies Act 1967).
“NETS IPR”	Has the meaning given to it in Clause 5.3.
“NETS Marks”	The names, marks, designs, logos, devices, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by NETS and the Participating Banks in connection with the System and any NETS Services, including all variations thereof and amendments thereto from time to time (but for the avoidance of doubt, shall exclude any 3rd Party Marks).
“NETS Prepaid Card”	A valid NETS E-Money Card (in physical and/or virtual form) operated and managed by NETS, which is issued by NETS in Singapore under NETS’ brand name, trademark and/or the “NETS Prepaid Card” logo.
“NETS Prepaid Card Service”	A NETS Service which allows Merchants to accept payments for Goods and Services via a NETS Prepaid Card.
“NETS Services”	The range of services provided by NETS from time to time listed on the relevant Application Form which NETS has authorised the Merchant to use or to provide to such classes of Cardholders as NETS may specify in its sole and absolute discretion, and as may be updated and amended from time to time.
“NETS vCashCard”	A virtual, valid NETS E-Money Card operated and managed by NETS, which is issued by NETS in Singapore under NETS’ brand name, trademark and/or the “CashCard” or “NETS vCashCard” logo.
“Operations Manual”	The document or documents containing operational procedures and regulations relating to the System, including any directives and guidelines as may be issued from time to time by the Relevant NETS Entity, Participating Banks, Participating Institutions and/or relevant authorities such as the MAS, and which may be provided by the Relevant NETS Entity to the Merchant, and as may be amended from time to time at the Relevant NETS Entity’s discretion.
“Participating Banks”	Banks or financial institutions which have entered into an agreement with the Relevant NETS Entity to participate in the System and/or the Services.
“Participating Institutions”	The Card Schemes, members / operators of Card Schemes or Participating Banks which have entered into an agreement with the Relevant NETS Entity to participate in the System and/or Services.
“PCIDSS”	The latest and published in-force version of the “Payment Card Industry Data Security Standards” (as may be amended from time to time) mandated by the 3rd Party Card Schemes to inter alia facilitate protection of Cardholders’ data from unauthorised access, and which is available here: https://www.pcisecuritystandards.org/ (or at such other uniform resource locator (URL) or via such other channel(s) as the Payment Card Industry Security Standards Council may designate from time to time).
“PDPA”	The Personal Data Protection Act 2012 of Singapore.
“PDPC”	The Personal Data Protection Commission of Singapore.
“Permitted Purposes”	Has the meaning given to it in Clause 17.4(a).
“Personal Data”	Data, whether true or not, about an Individual who can be identified from that data or from that data and other information to which either the Relevant NETS Entity or the Merchant has or is likely to have access.
“Price Guide”	Has the meaning given to it in Clause 9.2.
“Processing”	(and its cognates) in relation to Personal Data, means the carrying out of any operation or set of operations in relation to the Personal Data, and includes any of the following: (a) recording; (b) holding; (c) organisation, adaptation or alteration; (d) retrieval; (e) combination; (f) transmission; (g) erasure or destruction.
“QR code”	Quick Response code.
“QR Payments”	A payment method involving the use of QR codes where a QR code is generated or used as a means to authenticate and facilitate payment for Goods and Services.
“Relevant Data Event”	Has the meaning given to it in Clause 17.4(e)(vi).
“Relevant Money”	Has the meaning given to it in Clause 10.1.
“Relevant NETS Entity” or “we” or “us” or “our”	Refers to: (a) eNETS, in relation to the provision of any eNETS Service; (b) NETS, in relation to the provision of any NETS Service.
“Representative”	In relation to a person, such person’s directors, officers, partners, employees, agents, advisers, consultants, permitted assigns and representatives.
“Revised Agreement”	Has the meaning given to it in Clause 24.1.
“Revised Price Guide”	Has the meaning given to it in Clause 9.3.
“Safeguarding Institution”	Has the meaning given to it in Clause 10.2.
“Service Fees”	Any and all fees and charges (or any other payments) as may be payable by the Merchant to the Relevant NETS Entity under this Commercial Agreement (including those payable in connection with the Merchant’s use or provision of Services) as set out in the Price Guide and the relevant Application Form, and as may be amended, supplemented or replaced from time to time by the Relevant NETS Entity in its sole and absolute discretion.
“Services”	The NETS Services and eNETS Services.
“Software”	Any software or application made available by the Relevant NETS Entity to the Merchants for the provision of any Services (including those which are installed to make the NETS Access Devices compatible with the provision of any Services).
“Software IPR”	Has the meaning given to it in Clause 6.1.
“Standard T&Cs”	Has the meaning given to it in the preamble.
“System”	The computerised systems owned, operated and managed by the Relevant NETS Entity under which, inter alia, payment for a Transaction may be processed and accepted.
“Tax”	All forms of taxation including without limitation all state or local taxation, past, present and deferred, including without limitation, income tax (including net income and gross income), corporate, value added, GST, occupation, real and personal property, social security, gross receipts, sales, use, ad valorem, franchise, profits, licence, withholding, payroll, employment, excise, severance, occupation, premium or windfall profit taxes, estate duty, stamp duty, customs and other import or export duties, or charges of any kind whatsoever, together with any interest and levies and all penalties, composition sums, charges, costs and additions to tax, or any additional amounts, imposed by any taxation authority, government or any judicial or revenue authority.
“Transaction”	Transactions effected by any person (including a Cardholder) in respect of payments to a Merchant through the use of the System by means of any Card or Mobile Payment Application.
“Transaction Date”	The date on which the Transaction is effected.
“Transaction Receipt”	The receipt printed by the NETS Access Device.
“Transaction Record”	Record of one (1) or more Transaction(s).
“UnionPay”	China Union Pay Ltd, a company established in China based on PRC laws and regulations.
“Unsettled Transactions”	Has the meaning given to it in Clause 9.12(b).
“Visa”	The payment system, processing network or association branded as such and offered by Visa Inc. (and/or any of its related companies and/or any company it authorises to use its symbols, logos and trade marks in respect of payment processing systems and/or related services) on which eNETS agrees to process payments for on behalf of Merchants.
“3rd Party Access Device”	A device to serve as an access point to the Services which is supplied, installed, or to be installed by any party other than the Relevant NETS Entity, that is to be used at the Merchant’s premises for the processing of Transactions in relation to the use of the System, including any software and all accessories and peripherals thereto.
“3rd Party Card”	Any Card bearing the name, trade mark and/or logo of a 3rd Party Card Scheme or any other card(s) designated in writing by the Relevant NETS Entity from time to time as being a card that enables Transactions to be effected via the System.
“3rd Party Card Scheme”	Any payment processing system, network or association (that is not owned, operated or managed by the NETS Group) in respect of which a Relevant NETS Entity agrees to process payments for and on behalf of Merchants, and shall include without limitation, MasterCard, Visa, JCB, American Express, Diners Club.
“3rd Party Card Scheme Regulations”	Any standards, procedures, rules, regulations, programmes or requirements of, or issued by, a 3rd Party Card Scheme operator.
“3rd Party Cardholder”	Any person who holds a 3rd Party Card (and where the 3rd Party Card is meant to have the cardholder’s name imprinted on the 3rd Party Card, the person whose name is imprinted on the 3rd Party Card).
“3rd Party Marks”	The names, marks, designs, logos, devices, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by any 3rd Party Card Scheme operator, including all variations thereof and amendments thereto from time to time.

1.2 In this Commercial Agreement, unless expressly stated otherwise or unless the context requires otherwise, the following shall apply:

clause headings are inserted for convenience of reference only and shall not affect the interpretation of this Commercial Agreement;
in these Standard T&Cs, references to Clauses, Annexes and Schedules are to be construed as references to the clauses of, annexes to, and schedules to these Standard T&Cs. In the relevant Annex,
any agreement or document including this Commercial Agreement shall include such agreement or document as from time to time may be amended, modified, varied, novated, supplemented or replaced;
words importing the singular shall include the plural and vice versa;
words importing a specific gender shall include the other genders (male, female or neuter);
a reference to a “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that “person” may sometimes be used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
any statute or statutory provision includes:
1. that statute or statutory provision as from time to time modified, re-enacted or consolidated, whether before or after the Commencement Date of this Commercial Agreement; and
2. any subsidiary legislation or regulations made from time to time under that statute or statutory provision;
a reference to “written” or “in writing” shall be construed as including references to printing, lithography, photography and other modes of the representing or reproducing words in a visible font;
“day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar;
a reference to a right includes a benefit, remedy, discretion, authority or power;
a reference to an obligation includes a warranty or representation, and a reference to a failure to perform an obligation includes a breach of warranty or representation;
words denoting an obligation on a party to any act, matter or thing, include an obligation to procure that to be done, and words placing a party under a restriction, include an obligation not to permit infringement, default or breach of the restriction;
all references to any exercise of discretion or judgment by us, the making of a determination or designation by us, the application of our discretion or opinion, the granting or withholding of our consent or approval, the consideration by us of whether any matter or thing is satisfactory or acceptable, or as to its quality, or any decision to be made on our part, shall be at our sole and absolute opinion and discretion, and shall be final and conclusive and binding on you;
the use of the words “including” or “including without limitation” followed by one (1) or more examples is intended to be illustrative and shall not be construed restrictively to limit the scope or extent of the description or term in respect of which the examples are provided; and
references to “$”, “S$” or “SGD” are to Singapore Dollars.

1.3 In addition to these Standard T&Cs, the provision of certain specific Services is governed by, and subject to, additional terms and conditions specifically set out in the relevant Annex (and any applicable Schedule attached thereto). For the avoidance of doubt, the terms and conditions specifically applicable to a particular Service shall only apply to a Merchant if the Merchant has applied for use of the relevant Service (as indicated on the relevant Application Form).

1.4 The Relevant NETS Entity may from time to time launch new Services. To the extent applicable, such new Services shall be deemed to be governed by these Standard T&Cs and the relevant Annex and any applicable Schedule attached thereto (if any) governing such Services.

1.5 In the event of any inconsistency or conflict between the provisions in the following parts of this Commercial Agreement, the provisions in these documents shall take precedence in the following order, but only to the extent of such inconsistency or conflict:

Schedules and Price Guide;
Annexes;
Standard T&Cs;
Application Form.

2. CONDITION PRECEDENT OF THE RELEVANT NETS ENTITY’S OBLIGATIONS

2.1 It shall be a condition precedent of the Relevant NETS Entity’s performance of its obligations under this Commercial Agreement that all necessary consents and approvals shall have been obtained by the Relevant NETS Entity from the Participating Institutions as may be required by the Participating Institutions in relation to the Merchant in connection with the Services to be provided by the Relevant NETS Entity to the Merchant.

2.2 The Relevant NETS Entity may in its sole and absolute discretion waive (in whole or in part) the conditions precedent set out in Clause 2.1.

2.3 If, however, the condition precedent set out in Clause 2.1 is not satisfied or waived in accordance with Clause 2.2 (as the case may be), the obligations of the Relevant NETS Entity under this Commercial Agreement shall lapse and cease to have further effect, in which event all obligations and liabilities of the Relevant NETS Entity to the Merchant shall cease and be terminated, and the Merchant shall have no Claim whatsoever against the Relevant NETS Entity

3. AUTHORISATION TO USE THE SYSTEM AND SERVICES, DESIGNATION OF AUTHORISED PERSON

3.1 The Relevant NETS Entity owns, operates and manages the System, and provides the Services.

3.2 In order for a merchant to participate in and use the System and any Service, the merchant must complete, execute and submit the relevant Application Form, and provide all relevant information and documents, to the satisfaction of the Relevant NETS Entity. The Relevant NETS Entity may onboard the merchant at the Relevant NETS Entity’s sole and absolute discretion. The Relevant NETS Entity may refuse any application from any merchant without reason.

3.3 Subject to the terms and conditions of this Commercial Agreement, the Relevant NETS Entity hereby authorises the Merchant to participate in and use the System and the Services selected by the Merchant on the relevant Application Form so as to enable Cardholders to effect Transactions.

3.4 The Merchant may, via submission of such Application Form as specified by the Relevant NETS Entity:

request that one (1) or more individuals (each an “Authorised Person“) be permitted to access any information and/or particulars whatsoever relating to the Merchant, any account relating to the Merchant in the System, any particulars of any Services provided and/or Transactions, and/or any matter arising from this Commercial Agreement (including but not limited to accessing the Merchant’s Administration Module). Without prejudice to Clause 21.4, where such a request is made and approved by the Relevant NETS Entity, the Merchant authorises the Relevant NETS Entity to provide such Authorised Person access to such information and/or particulars (including access to the Merchant’s Administration Module) as indicated in the relevant Application Form; and/or
request that one (1) or more individuals (each also an “Authorised Person“) be permitted to give Instructions to the Relevant NETS Entity for and on behalf of the Merchant in connection with any matter arising in connection with this Commercial Agreement. Without prejudice to Clause 21.4, where such a request is made and approved by the Relevant NETS Entity, the Merchant acknowledges and agrees that:
1. such Instructions shall be conclusively presumed for the Relevant NETS Entity’s benefit to be the Merchant’s Instructions or to have been duly authorised by the Merchant, and the Relevant NETS Entity shall be entitled to treat such Instructions as such; and
2. the Relevant NETS Entity shall be authorised to accept, rely and honour any such Instruction upon receipt thereof and to act on the same without inquiry. Without prejudice to the foregoing, the Relevant NETS Entity may (but is not obliged to) seek such confirmation and/or clarification as the Relevant NETS Entity may deem fit from any Authorised Person. In the absence of such confirmation and/or clarification, the Relevant NETS Entity may decline to accept, rely on or honour such Instructions without incurring any liability whatsoever to any party in respect of any delay, failure or refusal to execute such Instruction.

The authority of an Authorised Person (to access information and/or particulars whatsoever relating to the Merchant and/or to give Instructions to the Relevant NETS Entity, as the case may be) shall remain in effect until such time as the Merchant notifies the Relevant NETS Entity in writing of any amendment or revocation of such authority, or of the incapacity or death of the Authorised Person, and the Relevant NETS Entity acknowledges receipt of such notification.

4. OWNERSHIP AND MANAGEMENT OF NETS ACCESS DEVICE

4.1 The provisions in this Clause 4 shall apply only where the Merchant requires one (1) or more NETS Access Device(s) in order to use any Service.

4.2 One (1) or more NETS Access Device(s) may be provided to the Merchant and installed by the Relevant NETS Entity for the purpose of allowing the Merchant to accept Transactions or to use any of the Services as determined by the Relevant NETS Entity from time to time. Title to each NETS Access Device shall at all times remain vested in the Relevant NETS Entity, and each NETS Access Device shall be the sole property of the Relevant NETS Entity. Nothing in this Commercial Agreement shall confer or be deemd to confer any title or interest in any NETS Access Device on the Merchant. The Merchant shall not, nor purport to, sell, assign, mortgage, charge or otherwise dispose of or encumber in any manner whatsoever the NETS Access Device, or any interest therein, nor permit any NETS Access Device or any interest therein to be sold, assigned, mortgaged, charged or otherwise encumbered or permit a lien to arise in respect thereof.

4.3 The Merchant shall:

provide the Relevant NETS Entity with a deposit in the amount of Singapore Dollars Two Hundred (S$200) (or such other amount notified to the Merchant by the Relevant NETS Entity) for the installation of the NETS Access Device, in the form of a crossed cheque made payable to the Relevant NETS Entity (or to such other entity within the NETS Group) or in such other manner as may be notified by the Relevant NETS Entity to the Merchant;
display or affix such notice or legend in respect of the said ownership on each NETS Access Device as may be requested by the Relevant NETS Entity (or if so displayed or affixed by the Relevant NETS Entity, the Merchant shall not tamper with or remove, cover or conceal the same);
not assert any Claim whatsoever in relation to the ownership of any NETS Access Device regardless of the manner or degree of attachment thereof to the Merchant’s premises; and
return at its own expense and unconditionally to the Relevant NETS Entity any NETS Access Device upon request by the Relevant NETS Entity without undue delay.

4.4 At the Relevant NETS Entity’s request, the Merchant shall allow the Relevant NETS Entity, its Representative, contractor or any other person authorised by the Relevant NETS Entity to enter all and any of the Merchant’s premises at a mutually agreed time to do all things necessary to install, inspect, repair, replace, renew, maintain, service or upon the termination of this Commercial Agreement to remove and/or disconnect any NETS Access Device installed therein or any related equipment and for such purpose to procure any authorisation necessary to enable the Relevant NETS Entity, its Representative, contractor and any other person authorised by the Relevant NETS Entity to enter the Merchant’s premises and provide such assistance, facilities and access as may be required without undue delay. The Relevant NETS Entity shall not be liable to the Merchant or any third party for any damage caused by or arising in connection with the installation, inspection, repair, maintenance or removal of any NETS Access Device, save for damage caused by the gross negligence, wilful breach of duty or misconduct on the part of the Relevant NETS Entity, in which event (notwithstanding Clause 13.3) the maximum liability of the Relevant NETS Entity shall not exceed in the aggregate Singapore Dollars One Thousand (S$1,000.00) in respect of any occurrence or series of occurrences arising out of any one event or series of connected events.

4.5 The Merchant hereby agrees and undertakes that it shall:

operate the NETS Access Device in a proper and correct manner in accordance with the manufacturer’s operating instructions and such other instructions as the Relevant NETS Entity may specify from time to time;
display prominently at the Merchant’s premises such terms and conditions governing the use of the Services and such other notices or materials as the Relevant NETS Entity may require from time to time;
not make any alteration to or modification of any NETS Access Device or affix any accessory, equipment or device thereon or thereto;
not allow any repair or other works to be undertaken to any NETS Access Device other than in accordance with the terms of this Commercial Agreement and ensure that each NETS Access Device is protected at all times from unauthorised access or use by a third party or tampering, misuse, damage or destruction by any person;
ensure good and proper care and handling of each NETS Access Device (including all accessories and peripherals thereto) at all times. For the avoidance of doubt, the Merchant shall also maintain the cleanliness and condition of each NETS Access Device;
not part with supervision, possession or control of any NETS Access Device under any circumstance except with the prior written consent of the Relevant NETS Entity and in accordance with the terms of this Commercial Agreement;
ensure that each NETS Access Device is operated only by designated authorised employees of the Merchant who comply with the procedures stipulated by the Relevant NETS Entity in respect thereof;
ensure that the operation of the NETS Access Device does not contravene any Applicable Law relating to such operation;
ensure that the NETS Access Device including the markings thereon, and/or its Software is/are not altered, adjusted, modified or otherwise interfered or tampered with unless prior written approval from the Relevant NETS Entity is obtained for the same;
be responsible and liable for any loss, damage or destruction of any NETS Access Device or any part thereof whether the same is caused by fire, theft, vandalism or otherwise, with effect from the installation date thereof;
not effect any Transaction by means of any NETS Access Device that is malfunctioning and shall during such period suspend the use or provision of Services from the said NETS Access Device;
not permit any person other than the Relevant NETS Entity, its Representative, contractor or any other person authorised by the Relevant NETS Entity to service or repair the NETS Access Device;
install and/or implement such measures (including but not limited to all directives, guidelines, practices and standards as notifed by the Relevant NETS Entity from time to time) as may be necessary to protect the security and integrity of related hardware or software in connection with the NETS Access Device and/or Software, whether owned by the Merchant or the Relevant NETS Entity,
make connections to such other systems as the Relevant NETS Entity or the Participating Institutions (as the case may be) may require from time to time;
maintain at its own expense adequate quantities of consumables for the hardware as may be required from time to time;
unless otherwise agreed, arrange at its own cost, for an approved telecommunication supplier to install and maintain all necessary telecommunications infrastructure and associated services (including, for example, a telephone line or wireless communications device and any Internet services) to enable the use of the NETS Access Device. The Relevant NETS Entity shall not be responsible for maintaining any such telecommunications requirements;
ensure that the Cardholder is able to use the NETS Access Device without the Cardholder’s use of the keypad being observed by security cameras, observation mirrors, reflective surfaces or any other person, including closed circuit television and internal monitoring device;
unless otherwise authorised by the Relevant NETS Entity in writing, the Merchant shall keep the NETS Access Device at all times in its possession and control, and shall not remove the same from its premises, nor shall the Merchant permit the NETS Access Terminal to be so affixed to its premises so as to become fixtures; not use the NETS Access Device, the Merchant Top-up Cards and/or any hardware and Software provided to the Merchant by the Relevant NETS Entity for any purpose other than for the use of any Services provided by the Relevant NETS Entity to the Merchant. The Merchant specifically agrees and acknowledges that it shall not use any computer chips, integrated circuits, Subscriber Identity Module cards and/or any other components of the NETS Access Devices for any purpose other than as set out in this Commercial Agreement; and
not use the NETS Access Device for the purpose of dispensing or advancing cash or extending credit in whatever form whether by itself or in conjunction with other payment transactions unless specifically authorised by the Relevant NETS Entity (including in connection with the use of the CashBack Service as defined in Annex 5). Without prejudice to the foregoing, the Merchant shall not allow or assist any third party to obtain settlement through the NETS Access Device for Transactions which are not in respect of the Merchant’s Goods and Services, and as between the Relevant NETS Entity and the Merchant, any such third party obtaining, or attempting to obtain, such settlement in breach of this provision shall be deemed to be the agent of the Merchant, and the Relevant NETS Entity shall not be responsible for any dispute or Claim whatsoever arising between the Merchant and its agents or customers.

4.6 The Merchant shall immediately notify the Relevant NETS Entity in writing upon any loss (through theft or otherwise), destruction, malfunction, breakdown, damage, fault or suspected fault, vulnerabilities and/or unexpected behaviour in respect of any NETS Access Device.

4.7 The Relevant NETS Entity may, upon receipt of notification of any malfunction or breakdown of any NETS Access Device, take such action as may be necessary and expedient to place the NETS Access Device in good working order again or to replace the NETS Access Device, without charge, as it deems fit in its sole and
absolute discretion.

4.8 The Merchant shall not, except with the prior written consent of the Relevant NETS Entity, such consent not to be unreasonably withheld, relocate any NETS Access Device to another location whether within or outside the Merchant’s premises or to another of the Merchant’s premises. Any relocation shall be performed in consultation with the Relevant NETS Entity, and a mutual decision reached as to whether it warrants the Relevant NETS Entity to effect the relocation. All costs, charges and expenses relating to the relocation requested by the Merchant in respect of any NETS Access Device shall be borne by the Merchant.

4.9 The Merchant shall inform the Relevant NETS Entity in writing and obtain consent from the Relevant NETS Entity for any proposed replacement of the NETS Access Device.

4.10 To the maximum extent permitted under Applicable Law, the Merchant agrees and acknowledges that the NETS Access Device is provided to the Merchant on an “as available, where available” basis, without any warranty, condition or term of any kind (whether express, statutory, implied or otherwise) at the Merchant’s sole risk. Without prejudice to the generality of the foregoing, the Relevant NETS Entity does not warrant or represent that:

the Merchant’s use of the NETS Access Device will be uninterrupted or error-free; and
the NETS Access Device and/or the information obtained by the Merchant through the NETS Access Device will meet the Merchant’s requirements,

and the Relevant NETS Entity hereby expressly disclaims all warranties in conjunction with any NETS Access Device, whether express, statutory or implied, oral or in writing, including but not limited to the warranties of non-infringement of Applicable Law and/or third-party rights, title, satisfactory quality, effectiveness, accuracy, adequacy, completeness, timeliness, merchantability, currency, reliability, performance, security, fitness for a particular purpose, continued availability, or inter-operability with other systems or services.

4.11 The Merchant may not utilise or install a 3rd Party Access Device without prior written approval from the Relevant NETS Entity. In the event pursuant to the foregoing the Relevant NETS Entity consents in writing to the use of a 3rd Party Access Device by the Merchant, Clauses 4.2 to 4.10 above shall have no application to the Relevant NETS Entity nor the Merchant in connection with that 3rd Party Access Device. In such instance, the Merchant undertakes and warrants that the 3rd Party Access Device shall meet the requisite specifications of the Relevant NETS Entity as may be amended from time to time, a copy of which is provided upon request. The Merchant further undertakes and warrants to maintain and operate the 3rd Party Access Device in accordance with the specifications as may be amended from time to time, a copy of which is provided upon request. Upon any malfunction or breakdown of any 3rd Party Access Device, the Merchant shall take such action as may be necessary and expedient to place the 3rd Party Access Device in good working order again or to replace the 3rd Party Access Device.

5. GRANT OF LICENCE TO USE MARKS AND THE SYSTEM

5.1 Subject always to the Merchant’s timely and continuing compliance with the terms and conditions of this Commerical Agreement, all Applicable Laws and such additional terms and conditions as the Relevant NETS Entity may specify in connection with this Commerical Agreement from time to time, the Relevant NETS Entity hereby grants to the Merchant, for the term of this Commercial Agreement: (a) a limited, personal, revocable,
non-assignable and non-exclusive licence to use the NETS Marks and/or the eNETS Marks (as the case may be) in connection only with its provision of Services under the System in accordance with such manner of use as may be stipulated or permitted by the Relevant NETS Entity from time to time; and the Merchant further agrees that it shall derive no title or interest in the NETS Marks and/or the eNETS Marks (as the case may be) or any part thereof and shall not attain any goodwill in respect thereof; and (b) a limited, non-exclusive and non-assignable licence to use the System and provide the Services under the System in accordance with such manner of use as may be stipulated or permitted by the Relevant NETS Entity from time to time, and the Merchant agrees that it shall derive no rights, title, interest or benefit in any of the System, the Services or any part thereof. All rights not expressly granted to the Merchant are reserved by the Relevant NETS Entity.

5.2 The Merchant undertakes to, at its own cost and expense, put up and adequately display such signs and to distribute such materials at its premises relating to the acceptance of the relevant Cards and/or Mobile Payment Applications (as the case may be) and/or the provision of Services, whether or not such materials contain the NETS Marks and/or the eNETS Marks (as the case may be), as may be reasonably required by the Relevant NETS Entity from time to time but not to otherwise do so without the prior written consent of the Relevant NETS Entity. The Merchant shall, at its own cost and expense, observe all promotional guidelines issued, published or updated by the Relevant NETS Entity from time to time regarding the use of the NETS Marks and/or the eNETS Marks (as the case may be) or the use of any promotional material which may be issued by the Relevant NETS Entity from time to time.

5.3 The Merchant hereby acknowledges and agrees that (a) NETS is the sole legal and beneficial owner of all the NETS Marks and any and all Intellectual Property Rights subsisting in and to the NETS Services and the System as it relates to the NETS Services (including without limitation all works, information, materials, documents, policies, data, descriptions, names, logos, graphics, images, software, text, source codes, application programming interfaces, music, audio files, or other sounds, photographs, videos, test environments, and/or the “look and feel” of the NETS Services and the System) as well as any and all IPR related thereto (collectively “NETS IPR“); and (b) eNETS is the sole legal and beneficial owner of all the eNETS Marks and any and all Intellectual Property Rights subsisting in and to the eNETS Services and the System as it relates to the eNETS Services (including without limitation all works, information, materials, documents, policies, data, descriptions, names, logos, graphics, images, software, text, source codes, application programming interfaces, music, audio files, or other sounds, photographs, videos, test environments, and/or the “look and feel” of the eNETS Services and the System) as well as any and all IPR related thereto (collectively “eNETS IPR“). The Merchant agrees and undertakes that it will not at any time, challenge the ownership rights of NETS and/or eNETS (as the case may be) or do any such acts to invalidate, compromise or jeopardize such rights contained therein.

5.4 Use of NETS IPR and/or eNETS IPR for any purpose not expressly permitted under this Commercial Agreement is strictly prohibited. No part or parts of the NETS Services and/or eNETS Services may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without prior written permission from the Relevant NETS Entity.

5.5 The Merchant hereby authorises and consents to the Relevant NETS Entity making reference to, using and reproducing the Merchant’s name, trade marks, logos, signs, acronyms and other insignia in any material or medium for the advertisement, publicity, sponsorships and promotion of the System and/or Services, provided that the Relevant NETS Entity shall not thereby or otherwise derive any title, interest, Claim, right or goodwill in the same.

5.6 The Merchant agrees and acknowledges that the Relevant NETS Entity may generate revenues, increase goodwill or otherwise increase the Relevant NETS Entity’s value from the Merchant’s use of the System and/or Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and usage data, and except as specifically permitted by the Relevant NETS Entity in this Commercial Agreement or in another written agreement the Merchant enters into with the Relevant NETS Entity, the Merchant shall have no right to share in any such revenue, goodwill or value whatsoever.

6. INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE

6.1 Any and all IPR in any Software provided by the Relevant NETS Entity (including without limitation all works, information, materials, documents, policies, data, descriptions, names, logos, graphics, images, QR codes, text, source codes, application programming interfaces, music, audio files, or other sounds, photographs, videos, test environments, and/or the “look and feel” of the Software) as well as any and all IPR related thereto (collectively “Software IPR“), and all copies and modifications of such Software IPR, are the property of the Relevant NETS Entity and their titles shall remain with the Relevant NETS Entity. The Merchant shall not have any right, title, or interest in such IPR.

6.2 Subject always to the Merchant’s timely and continuing compliance with the terms and conditions of this Commerical Agreement, all Applicable Laws and such additional terms and conditions as the Relevant NETS Entity may specify in connection with this Commerical Agreement from time to time, (where the Relevant NETS Entity makes available Software to the Merchant in connection with this Commercial Agreement) the Relevant NETS Entity hereby grants to the Merchant, for the term of this Commercial Agreement: (a) a limited, personal, revocable, non-assignable and non-exclusive licence to use the Software in connection only with its provision of Services in accordance with such manner of use as may be stipulated or permitted by the Relevant NETS Entity from time to time; and the Merchant further agrees that it shall derive no title or interest in the Software or any part thereof and shall not attain any goodwill in respect thereof. All rights not expressly granted to the Merchant are reserved by the Relevant NETS Entity.

6.3 The Merchant shall not, and shall not, knowingly or otherwise assit any other party to sell, licence, transfer, publish, disclose, display or otherwise make available any Software or copies thereof to any third parties. The Merchant agrees to secure and protect any Software, its documentation and all copies of either of the foregoing in a manner consistent with the maintenance of the Relevant NETS Entity’s rights herein and to take appropriate action by instruction or agreement with the Relevant NETS Entity’s Representatives who are permitted access to the Software or its documentation to satisfy the Merchant’s obligations hereunder.

7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF MERCHANT

7.1 The Merchant represents and warrants to the Relevant NETS Entity (i) upon execution and submission of each Application Form to the Relevant NETS Entity, and (ii) on an on-going and continuing basis, that:

the Merchant has the full capacity and authority to enter into this Commercial Agreement, perform all its obligations under this Commercial Agreement and to enter into any other documents hereunder;
all information and documents provided by the Merchant to the Relevant NETS Entity are true, accurate, complete and up-to-date in all respects (including any information and documents contained in any Application Form submitted by the Merchant to the Relevant NETS Entity);
all Application Forms and any other document entered into by the Merchant in connection with this Commercial Agreement is executed by a duly authorised Representative or Authorised Person of the Merchant;
the Merchant is entering into this Commercial Agreement as principal and not as agent of any other person;
this Commercial Agreement constitutes valid, binding and enforceable obligations of the Merchant in accordance with its terms;
the execution of this Commercial Agreement and the performance by the Merchant of its obligations hereunder will not:
1. result in a breach of any Applicable Law;
2. result in a breach of any provision of the Constitution of the Merchant; and/or
3. result in a breach of, or constitute a default under, any instrument, agreement or arrangement to which the Merchant is a party or by which the Merchant is bound; and
all the Merchant’s premises shall contain all relevant information relating to the Merchant’s businesses, including:
1. a complete description of the Goods and Services offered or sold at the premises;
2. the policy of refunds and returns concerning Goods and Services offered or sold at the premises;
3. the customer service contact numbers, including electronic mail address and telephone number;
4. the price for the Goods and Services and any other charges;
5. the currency in which the sale will be transacted;
6. export restrictions relating to any Goods and Services (if any);
7. the means by which goods sold will be delivered to the Cardholder; and
8. the Merchant’s country of domicile.

7.2 The Merchant agrees and undertakes throughout the term of this Commercial Agreement that it shall:

provide the Services without imposition of any surcharge, special charge or taking any security from a Cardholder in relation to a Transaction, save for any Cardholder Fees which are approved by the Relevant NETS Entity;
at its own expense and before the time agreed for installation or activation of the Services, prepare and provide the necessary, compatible operational equipment, software and connection specified by the Relevant NETS Entity for the purposes of the Systems; and where necessary, prepare and provide such interface hardware and software to the Relevant NETS Entity or the Participating Banks;
not do any of the following:
1. make any warranty or representation whatsoever in relation to the Services which may bind the NETS Group or the Participating Banks, or make any one of them liable in any way whatsoever;
2. impersonate anyone, falsify information, and/or misrepresent any information provided (whether automatically or otherwise) to the Relevant NETS Entity;
3. not require Cardholders to pay any part of the Service Fees which the Merchant may be liable to pay to the Relevant NETS Entity hereunder whether through an increase in price or otherwise or to pay any contemporaneous finance charge in connection with a Transaction
4. alter, copy, rent, lease, sub-licence, loan, translate, vary, disassemble, decompile, reverse-engineer, reverse-assemble, edit, sell, assign, transfer, distribute, or create derivative works based on, modify or tamper, attempt to derive any source code, algorithms, methods or techniques embodied by any hardware, Software or System (or any components thereof) provided, operated or managed by the Relevant NETS Entity;
5. attempt to probe, scan, test the vulnerability of, or gain unauthorised access to the System or network or breach or circumvent the security or authentication measures relating to any hardware or Software provided, operated or managed by the Relevant NETS Entity without proper authorisation;
6. use the System, Software or hardware provided, operated or managed by the Relevant NETS Entity in any manner that would lead to the infringement of the IPR of the Relevant NETS Entity and/or IPR of any third party (including without limitation NETS IPR, eNETS IPR, Software IPR), and/or in any manner that could damage, disable, overburden, impair or compromise the relevant System, Software or hardware (as the case may be) or interfere with Cardholders and/or the Services or affect the reputation of the NETS Group, Relevant NETS Entity and/or that of any Participating Banks;
7. use the System, Software or hardware provided, operated or managed by the Relevant NETS Entity to develop, test, market, or train artificial intelligence technology, machine learning models, automated analytical technique, or related technology;
8. (1) use automated scripts to collect information from or otherwise interact with the System or Software; (2) access or search such System or Software (including without limitation to extract or download any information, data or content) through the use of any engine, software, tool, agent, device, mechanism or means (including spiders, robots, crawlers or any other similar data mining tools or scraping techniques whether manual or automated), to mine or scrape data from the System or Software; (3) store or use information, data or content from the System or Software in an archival file site, database or other searchable repository; and/or (4) develop any third-party applications that interact with the System or Software without prior written consent from the Relevant NETS Entity; and/or
9. engage in any activities that the NETS Group and/or the Relevant NETS Entity may in its sole and absolute discretion deem inappropriate;
liaise with NETS for the installation, activation and maintenance of the NETS Access Device for the purposes of the System;
where required, comply with all security or encryption standards, rules, procedures and guidelines which may be imposed by the Relevant NETS Entity from time to time;
pay all Services Fees to the Relevant NETS Entity in accordance with the Price Guide and this Commercial Agreement;
prior to participating in and using the System and any Services, open and maintain at all times during the term of this Commercial Agreement (or such longer period as may be specified by the Relevant NETS Entity from time to time), a Bank Account in its name which shall be designated for purposes of clearing and settling Transactions handled by the Merchant, as well as for payment of any Service Fees in accordance with the Price Guide and this Commercial Agreement. The Merchant cannot close the Bank Account save with the prior written consent of the Relevant NETS Entity;
train its personnel on the usage of the Services in accordance with any instructions provided by the Relevant NETS Entity from time to time;
maintain adequate and competent personnel to operate the System, NETS Access Devices, Administration Module and any other equipment provided by the Relevant NETS Entity to the Merchant;
install and/or implement such measures (including but not limited to all directives, guidelines, practices and standards as notifed by the Relevant NETS Entity from time to time) as may be necessary to protect the security and integrity of any related hardware or software, whether owned by the Merchant or the Relevant NETS Entity, as well as processes for the Transactions undertaken, including without limitation security measures relating to the use, issuance, generation and revocation of any passwords, personal identification numbers, digital keys and/or digital certificates and/or use of software, hardware and/or equipment and procedures and obligations relating to encryption and digital authentication; where it conducts registration of its customers through batch-uploading by way of a digital file, ensure that such file will not contain any electronic virus or other information including but not limited to cancelbots, worms, Trojans, or other harmful component, or will not otherwise, harm, damage, or otherwise negatively impact the System, or the computerised system owned, operated and managed by any third-parties in connection with the Services;
determine and communicate the terms and conditions of Transactions on the System to its online customers;
ensure that all Goods and Services purchased by any Cardholders via payments made through the Services are properly and duly delivered to the Cardholders and use its best endeavours to ensure that payment for those Goods and Services may be made via the Services;
save where permitted by the Relevant NETS Entity in writing, not use the Services to process Transactions and/or accept payments which are not made in consideration for the provision of any Goods and Services; and
notify the Relevant NETS Entity in writing promptly:
1. of any change to any of its particulars furnished to the Relevant NETS Entity in any Application Form, including without limitation, its contact details, address of place of business, nature, scope or type of its business, and changes in its organisation (including the composition of the shareholders of the Merchant), corporate or business structure;
2. of any change in the particulars of the Merchant’s designated Bank Account which may impact the Merchant’s ability to comply with the terms and conditions of this Commercial Agreement (including the location of the branch at which such Bank Account is held);
3. of any change to the Merchant’s operations that would materially affect the Goods and Services sold, the procedures for payments acceptance, or the fulfilment of obligations to a Cardholder;
4. of any security breach, misuse, irregularity, suspected fraudulent credit or charge card account numbers or any suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of any of the Services, the System, any of the Merchant’s computer systems or the Merchant’s website;
5. if any such Confidential Information, data or Personal Data stored in any part of the Merchant’s computer systems or media is lost, damaged, stolen or otherwise compromised;
6. upon any Insolvency Event occurring in respect of the Merchant;
7. if circumstances arise which may have a material adverse effect on the Merchant’s business, assets or financial condition or the Merchant’s ability to perform its obligations under this Commercial Agreement;
8. if the Merchant sells, leases or transfers the Merchant’s business or any of the Merchant’s premises; and/or
9. if the Merchant intends to begin offering mail (including fax and email), telephone or Internet orders;
provide copies of the Merchant’s latest financial statements and any other financial information (including bank statements) reasonably requested by the Relevant NETS Entity within thirty (30) days of such request, or within such other timeframe as the Relevant NETS Entity may stipulate;
complete and submit all forms and documents supplied or requested by the Relevant NETS Entity within thirty (30) days of the Relevant NETS Entity’s request, or within such other timeframe as the Relevant NETS Entity may stipulate;
comply in all respects with all Applicable Law as may be applicable to any of the Services used by the Merchant; and
cooperate and comply, in a timely manner, with any requests of the Relevant NETS Entity (including any request to provide any information, documents and assistance): (i) as may be required for compliance with Applicable Law (including any request from a Governmental Authority); (ii) in the event of any investigations carried out by the Relevant NETS Entity or its Representatives; and/or (iii) to assist with resolving any problems, complaints or disputes between a Cardholder and the Relevant NETS Entity.

7.3 The Merchant agrees and undertakes that it shall retain its copies of any and all Transaction Records (including without limitation, Transaction Receipts) and/or any other documents relating to Transactions processed (including but not limited to any documentation as may evidence the Transaction and/or assist in settlement and reconciliation) for a period of at least five (5) years (or such period as may be notified) after the Transaction and shall furnish all or any such documents, as may be required, to the Relevant NETS Entity within the time limit stipulated by the Relevant NETS Entity.

7.4 The Merchant agrees and undertakes that all information, data and records (whether processed or not) whatsoever submitted, provided, supplied or presented by the Merchant to the Relevant NETS Entity, including but not limited to Transaction Records and Transaction Receipts, are true and accurate and shall fully indemnify the NETS Group and its Representatives from or against all Losses which may be threatened or brought against the Relevant NETS Entity directly or indirectly arising from or in connection with the Relevant NETS Entity’s reliance on any such information, data or records.

7.5 The Merchant hereby acknowledges and agrees that the issuance of a Card or Mobile Payment Application to a Cardholder is not a representation or warranty nor endorsement by the Relevant NETS Entity or any Issuer Bank as to the Cardholder’s creditworthiness, legitimacy, or identity.

8. UNDERTAKINGS OF THE RELEVANT NETS ENTITY

8.1 The Relevant NETS Entity agrees and undertakes that it shall use its best endeavours to ensure that the System shall facilitate the processing and settlement of Transactions and the functions required to enable the Merchant to accept payments via (or provide, as the case may be) the Services. The Relevant NETS Entity will undertake its best effort to maintain adequate and competent personnel to operate the System to ensure service continuity.

8.2 The Relevant NETS Entity shall provide the necessary training on the use and operation of the hardware or System to the Merchant along with any instructions from time to time and any other documents as necessary.

8.3 The Relevant NETS Entity agrees and undertakes that it shall where required, at the Merchant’s expense, install the hardware at the Merchant’s premises on or by such installation date as the parties may agree.

8.4 The Relevant NETS Entity shall issue Transaction Records to the Merchant in accordance with the relevant requirements under Applicable Law.

9. FEES, PAYMENTS AND SETTLEMENTS

9.1 Save where otherwise indicated, all Transactions shall be made in Singapore Dollars, and subject to a maximum transaction value of S$20,000 (or such other limit that may be permitted by the Relevant NETS Entity).

9.2 Following the satisfactory completion, execution and submission of the relevant Application Form by the Merchant to the Relevant NETS Entity, the Relevant NETS Entity will provide the Merchant with a document, which sets out all fees and charges (or any other payments) that may be payable to the Relevant NETS Entity under this Commercial Agreement, including the Service Fees payable by the Merchant (“Price Guide“).

9.3 The Relevant NETS Entity may amend, supplement or replace, any provision in the Price Guide (including the type and/or quantum of the Service Fees set out in the Price Guide) at any time in its sole and absolute discretion. The Relevant NETS Entity will provide notice of such changes by issuing a revised Price Guide (“Revised Price Guide Guide”) to the relevant Merchant and notifying the relevant Merchant in accordance with Clause 21 or by such other means as the Relevant NETS Entity may, in its sole and absolute discretion, deem fit. The Revised Price Guide shall take effect from such date as the Relevant NETS Entity shall stipulate or in the absence of express stipulation immediately upon notice being given, without the need for any further consent or agreement by the Merchant. The Merchant acknowledges and agrees that it is responsible for reviewing the terms of any Revised Price Guide, and its continued participation in and use of the System and any of the Services after the effective date of any Revised Price Guide shall constitute its agreement to be bound by such Revised Price Guide.

9.4 The Merchant shall be liable to make payments due to the Relevant NETS Entity arising from this Commercial Agreement (including but not limited to Service Fees) in accordance with the relevant provisions herein, including the following:

the Merchant shall pay the Relevant NETS Entity the applicable Service Fees and all other applicable Taxes, fees, fines, penalties and other charges incurred by, imposed on, or payable by the Relevant NETS Entity arising from or in connection with this Commercial Agreement;
except as otherwise stated in this Commercial Agreement, any Service Fees payable by the Merchant under this Commercial Agreement are exclusive of any Taxes (including GST) which may be imposed now or hereafter in respect of the Transactions. Such Taxes (including GST) shall be payable by the Merchant. In addition, all bank fees and financial charges including but not limited to credit card chargebacks, funds transfer, bank fees and currency conversion charges incurred by the Relevant NETS Entity in connection with financial transactions on account of or arising from Transactions, the Merchant’s use of the System, Fulfilment Centre charges or Transactions otherwise generated by the Merchant’s Cardholders through the use of the System shall be borne by and for the account of the Merchant;
time shall be of the essence in respect of any and all payment of Service Fees and all other applicable Taxes, fees, fines, penalties and other charges payable to the Relevant NETS Entity under this Commercial Agreement;
except as otherwise stated in this Commercial Agreement, the Relevant NETS Entity shall be entitled to charge interest on the Service Fees payable by the Merchant hereunder at the rate of 1% per month or such other maximum allowed under the Applicable Law from the date such Service Fees become payable hereunder until the date of payment, subject to a minimum interest amount of $5 for each late payment;
all Service Fees paid by the Merchant under this Commercial Agreement shall not be refundable in the event of termination of this Commercial Agreement howsoever caused; and
the Relevant NETS Entity shall be entitled to withhold and deduct any amount from any sums payable to the Merchant under this Commercial Agreement to set off any outstanding Service Fees and all other applicable Taxes, fees, fines, penalties and other charges payable to the Relevant NETS Entity, including any amount that is wrongly credited to the Merchant, as provided in this Commercial Agreement.

9.5 The Merchant shall provide the Relevant NETS Entity with all necessary particulars of the Bank Account designated by the Merchant pursuant to Clause 7.2(g). The Relevant NETS Entity reserves the right to require the Merchant to maintain a minimum credit balance in the Merchant’s Bank Account during the term of this Commercial Agreement. Any such minimum credit balance will be notified by the Relevant NETS Entity to the Merchant from time to time. Without prejudice to any other provision in this Commercial Agreement, in the event that the Merchant’s Bank Account is closed for any reason whatsoever, terminated by the relevant bank for any reason whatsoever or there is any change made to the Merchant’s Bank Account which in the Relevant NETS Entity’s sole and absolute opinion materially impacts this Commercial Agreement or renders the Relevant NETS Entity unable to continue providing any of the Services to the Merchant in accordance with this Commercial Agreement, this Commercial Agreement shall be deemed to be terminated with immediate effect and Clause 20.7 shall apply.

9.6 The Merchant agrees that the Relevant NETS Entity may, if and whenever instructed to do so by the relevant bank with which the Merchant has designated its Bank Account, limit or refuse any or all transactions from or to such Bank Account and the Relevant NETS Entity shall not be responsible or liable for any Loss for acting on such instructions or to any such bank for giving such instructions, neither of whom shall be obliged to assign any reason for the same.

9.7 Where a Merchant’s Bank Account must be held with a Participating Bank under the terms of this Commercial Agreement, and if, for any reason whatsoever, the Merchant’s Participating Bank ceases to be a Participating Bank, the Merchant shall immediately upon receipt of written notice thereof from the Relevant NETS Entity, re-designate a Bank Account with any of the other remaining Participating Banks.

9.8 The Relevant NETS Entity shall be entitled and the Merchant hereby authorises the Relevant NETS Entity to debit directly without prior notice all Service Fees due from the Merchant to NETS under this Commercial Agreement, as well as any amount that is wrongly credited to the Merchant, from the aforesaid designated Bank Account.

9.9 The Merchant undertakes to execute and furnish such additional document or instrument in writing as may be requested or required by the Relevant NETS Entity for the purpose of authorising the Relevant NETS Entity to effect the aforesaid direct debits.

9.10 The Merchant shall notify the relevant bank in writing regarding the payment of such Service Fees as provided in Clause 9.8 above, and at the Relevant NETS Entity’s request shall authorise such bank in writing to carry out the Relevant NETS Entity’s instruction for the aforesaid purpose.

9.11 The Merchant agrees and undertakes in respect of E-Money Card Transactions that:

it shall upload the particulars of all Transactions handled by the Merchant for payment and settlement by the Participating Banks through NETS on a daily basis, and in any case, not later than seven (7) days from the date on which the said Transactions were effected; and
the Participating Banks’ liability for payment and settlement of the Transactions handled by the Merchant shall only arise upon: (i) uploading of the Transaction particulars thereof by the Merchant in accordance with sub-Clause (a) above; and (ii) the Transaction particulars thereof being properly verified and authenticated by NETS, failing which neither the Participating Banks nor NETS shall have any obligation to effect payment in respect thereof and Merchant shall have no rights, Claims or recourse for payment of such Transactions.

9.12 Any settlements due from the Relevant NETS Entity to the Merchant (in respect of Transactions processed by the Relevant NETS Entity) will be processed and paid by the Relevant NETS Entity to the Merchant in accordance with the following timeframes (subject at all times to compliance with Applicable Law):

unless otherwise agreed with the Relevant NETS Entity in accordance with sub-clause (b) or (c) below, settlement will be effected on a Business Day that is no later than three (3) Business Days following the Transaction Date;
where the Merchant notifies the Relevant NETS Entity in writing that it wishes to opt for “manual settlement”, and the Relevant NETS Entity agrees to the same, settlement for all Unsettled Transactions will be effected on a Business Day that is no later than three (3) Business Days following the date on which the Relevant NETS Entity receives Instructions from the Merchant (via such channel as the Relevant NETS Entity may direct, including selection of the relevant option via NETS Access Devices) to trigger such settlement. “Unsettled Transactions” refer to all Transactions in respect of which settlement is due from the Relevant NETS Entity to the Merchant, and which have yet to be paid by the Relevant NETS Entity to the Merchant, at the point that the Merchant triggers settlement under this sub-clause (b). For the avoidance of doubt, if the Merchant opts for “manual settlement” under this sub-clause (b), the Relevant NETS Entity is not obliged to make payment of any settlement amount in respect of any Unsettled Transactions until the Relevant NETS Entity receives Instructions from the Merchant to trigger settlement in accordance with this sub-clause (b). In addition, if the Merchant fails to trigger settlement in accordance with this sub-clause (b) for any Transaction within seven (7) days of the Transaction Date, the Merchant acknowledges that there is a risk that the relevant Cardholder’s Issuer Bank may reject the Transaction due to a lapse in the validity period of the Authorisation Code and agrees that the Relevant NETS Entity will not be liable for any Loss incurred or suffered by any party in the event such rejection of a Transaction occurs; or
such other settlement timeframe as may be agreed between the Merchant and the Relevant NETS Entity.

9.13 Any payment made by the Relevant NETS Entity to the Merchant under this Commercial Agreement (whether or not the Merchant has complied with all its obligations under this Commercial Agreement) shall be made without prejudice to any Claims, rights or remedies that the Relevant NETS Entity may have against the Merchant and shall not constitute any admission or acknowledgment by the Relevant NETS Entity that the Merchant has duly performed its obligations hereunder or of the correctness of any amount so paid.

9.14 Where required or requested by the Relevant NETS Entity, the Merchant shall pay the Relevant NETS Entity a deposit in such amount and by such date as may be specified to the Merchant by the Relevant NETS Entity. The deposit shall be held by the Relevant NETS Entity as a security for the due performance and observance
by Merchant of this Commercial Agreement, and the fulfilment by the Merchant of its obligations hereunder. The Relevant NETS Entity shall be entitled at its option at any time to set off any Service Fees due and owing by the Merchant to it under or in connection with this Commercial Agreement or any damages payable against the deposit. The Relevant NETS Entity’s rights hereunder shall be in addition to and without prejudice to any other right of action or other remedy available to it for the recovery for any fees or charges (including damages) payable by the Merchant to it. As soon as practicable after the termination of this Commercial Agreement, the Relevant NETS Entity shall refund the deposit without interest to the Merchant less such sum as the Relevant NETS Entity may be entitled to deduct hereunder.

10. SAFEGUARDING

10.1 “Relevant Money“ means any money received by the Relevant NETS Entity from or on account of the Merchant in respect of the Services and that is held by the Relevant NETS Entity, but excludes any money:

paid to the Relevant NETS Entity to reduce the amount owed by that Merchant to the Relevant NETS Entity;
repaid by the Relevant NETS Entity to that Merchant;
paid to the Relevant NETS Entity or which the Relevant NETS Entity has informed that Merchant will be used, to defray any fee or charge imposed by the Relevant NETS Entity for providing the Services to that Merchant;
paid to and received by a recipient in accordance with Instructions provided by that Merchant to the Relevant NETS Entity; or
paid to any other person that is entitled to the money.

10.2 All Relevant Money received by the Relevant NETS Entity from or on account of the Merchant in respect of the Services provided to the Merchant will be held by the Relevant NETS Entity on the Merchant’s behalf and deposited in a trust account opened with DBS Bank Ltd (DBS), United Overseas Bank Limited (UOB) and/or Oversea-Chinese Banking Corporation Limited (OCBC) (collectively, the “Safeguarding Institutions“).

10.3 The Merchant acknowledges and agrees that:

its Relevant Money may be commingled with the Relevant Money of other customers of the Relevant NETS Entity. The Merchant understands and accepts that the risk of such commingling is that it may potentially be exposed to the losses of other customers as the Merchant’s Relevant Money is commingled with monies of other customers in the same account;
the Relevant NETS Entity will not be liable for any Insolvency Event occurring in respect of, or acts or omissions of, any of the Safeguarding Institutions under this Commercial Agreement. In the event of any Insolvency Event occurring in respect of any of the Safeguarding Institutions, there is a risk that the Merchant may not be able to recover its Relevant Money in full;
it will not receive interest or other earnings on any Relevant Money and in entering into this Commercial Agreement the Merchant agrees that it has waived any and all entitlement to such interest under the Payment Services Regulations; and
where the Relevant NETS Entity pre-funds any amounts relating to payments due to the Merchant into the trust accounts held with the Safeguarding Institutions (i.e. prior to the Relevant NETS Entity’s actual receipt of the relevant amounts from the relevant payors), then the Relevant NETS Entity (and not the Merchant) will be fully entitled to those equivalent amounts that are subsequently received from the relevant payors and accordingly, the Relevant NETS Entity will not be obliged to pay those equivalent amounts into such trust accounts.

11. TRANSACTION REJECTION

11.1 Subject to Clauses 4.5(r), 4.5(s), 7.2(m), and 11.2, the Merchant undertakes that it shall not disallow the use of the System as a means of payment for Goods and Services to Cardholders who wish to effect such payment and shall indemnify and keep the NETS Group, its Representatives, and the Participating Banks harmless from and against any Loss arising from any such refusal.

11.2 If a Transaction involving payment by Cardholders under the System is rejected for any reason whatsoever, the Merchant may agree to alternative means of payment with the Cardholders.

11.3 The Merchant agrees that the Relevant NETS Entity shall not be responsible or liable for any rejection or any dispute arising from any aspect of the agreed alternative means of payment between the Merchant and the Cardholders save for those liabilities attributable to the gross negligence, wilful breach of duty or misconduct on the part of NETS, provided that (notwithstanding Clause 13.3) the total liability of NETS hereunder shall not exceed in the aggregate Singapore Dollars One Thousand (S$1,000.00) in respect of any occurrence or series of connected events.

11.4 The Merchant agrees that, where it is a Collateral-secured Merchant, any dispute that arises in connection with the rejection of a Transaction will be deemed to be a Collateral-secured Dispute to which the provisions of Annex 1 will apply.

12. DISPUTES AND COLLATERAL

12.1 The Relevant NETS Entity shall not be involved in any dispute or Claim that may arise between any Cardholders and the Merchant, unless the said dispute or Claim relates specifically to the use of the System in which case the same shall be subject to the relevant terms and conditions governing the use of the System prevailing from time to time provided that the dispute or Claim was notified to the Relevant NETS Entity within sixty (60) days of occurrence. The Merchant is solely responsible for fulfilling all of its obligations to be performed under the terms of each sale of Goods and Services provided to the Cardholder.

12.2 The Merchant shall request or instruct the Merchant’s Participating Bank to reveal and furnish, or consent to the Merchant’s Participating Bank revealing and furnishing, all the particulars relating to the Merchant’s Bank Account in connection with the Transaction that is in dispute or is the subject of a Claim.

12.3 The Merchant and the Relevant NETS Entity agree that in the event of a dispute or Claim of whatever nature arising in respect of any Transaction, the records of the Transaction kept by the Relevant NETS Entity shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or Claim. Where there are discrepancies between records of the Transactions kept by the Relevant NETS Entity and the Merchant, the records of the Relevant NETS Entity shall prevail save for any manifest error.

12.4 The Merchant agrees that where multiple or excess payments have been effected by or on behalf of any Cardholders in respect of any Transaction, whether through the Services or through any other existing system of payment, the Merchant shall refund or reimburse such Cardholders for such excess payments made and shall keep the NETS Group and its Representatives harmless from and indemnified against any Claim related to such excess payments.

12.5 Any Merchant may, for the purposes of this Commercial Agreement, be assessed as a Collateral-secured Merchant for which the Relevant NETS Entity is entitled to apply Annex 1. The terms and processes by which a Merchant is so designated are set out in Annex 1. Where so designated, Annex 1 shall apply to such Merchant.

13. INDEMNITIES

13.1 To the maximum extent permitted under Applicable Law, the Merchant hereby agrees and undertakes to fully indemnify and keep the NETS Group and its Representatives harmless from and against all Loss which the NETS Group and/or its Representatives may suffer or incur as a result of:

the occurrence of any Event of Default in respect of the Merchant;
any fraud, negligence, omission, dishonesty or misconduct (criminal or otherwise) relating to the Services used or provided by and/or the Transactions perpetrated by the Merchant, its Representative, Authorised Person or contractor, or the fraud, negligence, omission, dishonesty or misconduct (criminal or otherwise) perpetrated by a third party as a result of the negligence or default of the Merchant, its Representative, Authorised Person or contractor;
any Claim arising from any transaction (including without limitation any Transaction) involving the Merchant’s activities under this Commercial Agreement, including Claims interposed by way of defense or counterclaim, and any disputes or Claims between Cardholders and the Merchant;
any use of pictures, designs or creative works in conjunction with the Merchant Prepaid Card Design which infringes any third-party copyright or other intellectual property right or violates any law or regulation;
any loss of, malfunction or damage to any equipment in the System (including, where applicable, 3rd Party Access Devices or NETS Access Devices) arising out of the act or omission whether negligent or otherwise of the Merchant, its Representative, Authorised Person or contractor or out of any failure of the Merchant, its Representative, Authorised Person or contractor to operate the equipment (including, where applicable, 3rd Party Access Devices or NETS Access Devices) in accordance with the procedures prescribed by the Relevant NETS Entity or the Operations Manual;
any Loss caused by the Relevant NETS Entity’s: (i) acceptance of, acting on, rejection of, delay or failure to act on any Instructions given or purported to be given by the Merchant, its Representative or Authorised Person; and/or (ii) provision of information and/or particulars whatsoever relating to the Merchant to its Representative or Authorised Person;
any Loss caused by any failure to receive communications from the Relevant NETS Entity sent in accordance with Clause 21.1 below, including any failure, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates, caused through the use of the Internet;
any failure to comply with any Applicable Law (including data protection or privacy laws in any relevant jurisdiction), and whether arising on account of the actions of the Merchant, its Representatives, Authorised Persons or contractors or otherwise howsoever; and/or
any Applicable Law issued by any Governmental Authority or any action by a Foreign Switch that affects this Commercial Agreement, any Transaction or any payment to and from the Merchant.

13.2 The Merchant shall not hold any person within the NETS Group or any of the Representatives of the NETS Group responsible or liable for any Loss, which the Merchant may suffer or incur as a result of a breakdown in the System and/or Services or when the System and/or Services are not available for any reason whatsoever. Without prejudice to the generality of the foregoing, where the Services provided to the Merchant are wireless, the Merchant acknowledges and agrees that the network connection of the Services are the sole responsibility of the appointed telecommunication provider, and no person within the NETS Group nor any of the Representatives of the NETS Group assumes liability whatsoever for any failure or disruption of any network connection, or the consequences arising from such failure or disruption. The Merchant shall also not hold any person within the NETS Group nor any of the Representatives of the NETS Group responsible or liable for any actions or omissions or delays of the Participating Bank or the Merchant in respect of any payments or Transactions.

13.3 The Relevant NETS Entity shall indemnify the Merchant against direct losses not exceeding the sum of Singapore Dollars One Hundred (S$100.00) suffered by the Merchant as a result of any fraud, negligence, dishonesty or misconduct (criminal or otherwise) relating to any Transaction by any Representative or contractor of the Relevant NETS Entity.

13.4 The indemnities undertaken by the Merchant in this Clause 13 shall survive the termination or expiry of this Commercial Agreement, howsoever caused.

14. DISCLAIMER OF WARRANTIES AND LIABILTY

14.1 To the maximum extent permitted under Applicable Law, the Merchant agrees and acknowledges that:

the Merchant’s participation in and use of the System and any Service is offered to the Merchant on an “as available, where available” basis, without warranty of any kind (whether express, statutory, implied or otherwise) at the Merchant’s sole risk;
under no circumstances shall use of the System or any Service imply that the Relevant NETS Entity warrants, endorses, sponsors, certifies or otherwise guarantees the sale of the Merchant’s Goods and Services; and
the Relevant NETS Entity hereby expressly disclaims all warranties, whether express, statutory or implied, oral or in writing, including but not limited to the warranties of non-infringement of Applicable Law and/or third-party rights, title, satisfactory quality, accuracy, adequacy, completeness, timeliness, merchantability, currency, reliability, performance, security, fitness for a particular purpose, continued availability, or inter-operability with other systems or services. Without prejudice to the generality of the foregoing, no such warranty or representation is given in conjunction with any such payment processing systems and related services of any 3rd Party Card Scheme made available to the Merchant under this Commercial Agreement, nor in relation to any Merchant’s Goods and Services.

14.2 To the maximum extent permitted under Applicable Law, the NETS Group, the Participating Banks and their respective Representatives or contractors shall not be liable for any Loss suffered by the Merchant or any third party arising from or in connection with the Merchant’s participation in and use of the System and any Service except where such Loss is attributable to the Relevant NETS Entity’s gross negligence or wilful default. Without prejudice to the generality of the foregoing, the NETS Group will not be responsible or liable for any Loss suffered by the Merchant or any third party arising from or caused by any of the following:

any operation, breakdown, malfunction, inaccurary, delay, suspension, discontinuance or failure of the System, Software, any NETS Access Device, or any Service or associated account or features;
if use of any system or interface which NETS may provide or make available to the Merchant should be rejected;
if the Relevant NETS Entity refuses for any reason to authorise any Transaction;
the Merchant’s inability to effect or complete any Transaction due to System maintenance, damage, loss, error, defect or breakdown/non-availability of the System or any Service, or any network, hardware or software of the Relevant NETS Entity or of third-party service providers or third-party recipients;
the Relevant NETS Entity’s acceptance of, acting on, rejection of, delay or failure to act on any Instructions given or purported to be given by the Merchant, its Representative or Authorised Person, notwithstanding that the integrity of the information comprised in such Instruction may have been compromised or impaired, provided that such compromise or impairment would not have been apparent to a reasonable person receiving such Instruction;
any delays or errors caused by or arising from any users or third parties, including third-party service providers;
use of NETS Access Device, the System or any Service by any third party, whether authorised or unauthorised by the Merchant;
theft, misuse, use and/or loss of the NETS Access Device or any other device, hardware or equipment on which the System or any Software is installed, or circumvention of any access controls relating to the System or any network, hardware or software of the Relevant NETS Entity or of third-party service providers by any party;
any malfunction, defect or error in any NETS Access Device, or of other machines or system of authorisation whether belonging to or operated by the Relevant NETS Entity or other persons, or the inability of any terminal, machine or system to accurately, properly or promptly transmit, process or store any data;
any delay or inability on the Relevant NETS Entity’s part to perform any of its obligations under this Commercial Agreement because of any Force Majeure Event;
malware, viruses, monitoring or malicious code on the Merchant’s computer systems and/or other devices, or “man-in-the-middle” attacks or other interceptions of the Merchant’s communications with the Relevant NETS Entity;
“phishing” or other websites or emails which mimic the appearance of the Relevant NETS Entity’s websites or official communications, but do not in fact originate from the Relevant NETS Entity;
omissions from or errors in any information provided by the Merchant under this Commercial Agreement;
the loss of any data or documents prior to the time the data or documents are received by the Relevant NETS Entity;
any damage to or loss or inability to retrieve any data or information that may be stored in the System, or any microchip or circuit or device in the NETS Access Device or the corruption of any such data or information, howsoever caused;
any breach of any obligation of confidentiality by any third-party provider of any service or facility associated with the System or any Service. The Merchant acknowledges and understands that use of the System may involve the transmission of Personal Data and transaction details through third parties which the Relevant NETS Entity is unable to control, and the Relevant NETS Entity is not responsible or liable to the Merchant for the performance or the non-performance of such third parties’ obligations to the Merchant;
any failure by the Relevant NETS Entity to effect use of the System or any Service due to:
1. the Merchant’s failure to pay any Services Fees or other charges payable to the Relevant NETS Entity; or
2. the Merchant’s breach of this Commercial Agreement or any terms and conditions imposed by any third party which may be applicable or relevant to the Merchant’s use of the System or any Service;
any act or omission by the Relevant NETS Entity in compliance with any Applicable Law, including laws governing Personal Data protection, and any instructions and/or directions given by any Governmental Authority;
any misuse of the Administration Module;
any fraud perpetrated: (i) through the System and/or the Services; or (ii) in respect of any Card including cloning or duplication;
any Transaction including but not limited to any activation, top up or transaction performed with an incorrect amount;
any Claim, loss, damage, delay, or mistake or error caused by or arising in connection from an inaccurate or misleading product description made available by the Merchant to any Cardholder;
any Claim, loss, damage, delay, or mistake or error arising in connection with the custody and value of any E-Money / Loyalty Points, on any Card whatsoever, due to any act or omission by any Cardholder and/or a holder of a Merchant Prepaid Card and/or Merchant Loyalty Card purchased from the Merchant;
any matters or Losses disclaimed in this Commercial Agreement; and/or
any loss of data, revenue, profits, goodwill, anticipated savings, reputation, business and/or business opportunity.

14.3 The Merchant acknowledges and agrees that the System may use transmissions over the Internet which are never completely private or secure. The Merchant understands that any Personal Data, message or information which it sends in the course of the use of the System may be made public on the Internet. Use of the System is entirely at the Merchant’s own risk.

14.4 The Merchant further agrees and acknowledges that any payment service which uses QR Payments may be provided by a third-party service provider and that the Merchant will not hold the Relevant NETS Entity liable (and agree that Relevant NETS Entity may exclude liability) for

any errors, omissions, service interruption, fault, defect, failure to pay / conclude a transaction, security issue, or other aspect or matter arising in connection with any payment service provided by such third-party service providers;
any unsuccessful generation of a QR code, whether or not arising from any failure, refusal, delay or error by any third-party service providers and/or any third-party systems;
any outdated, obsolete or superseded QR code generated or used in connection with QR Payments; and/or
any erroneous or incorrect QR code issued or generated, including without limitation errors relating to the embedment of the wrong payment amounts, transaction data or other transaction specific information.

14.5 No claim by the Merchant against the Cardholder shall be the subject of any counterclaim, defence or set-off against any Relevant NETS Entity.

15. DISCLOSURE

15.1 The Merchant hereby expressly and irrevocably agrees and consents to, and permits and authorises, the Relevant NETS Entity to transfer, collect, use, disclose, divulge or reveal to any person at any time in such manner and under such circumstances as the Relevant NETS Entity deems necessary or expedient in its sole and absolute discretion without prior notice to the Merchant, any information and/or particulars (whether Personal Data or otherwise) whatsoever relating to the Merchant, any account relating to the Merchant in the System, any particulars of any Services provided and/or Transactions, and/or any matter arising from this Commercial Agreement, for any purpose that the Relevant NETS Entity deems appropriate, necessary or desirable, including but not limited to the purpose of:

providing regulatory submissions to, or responding to any instructions and/or directions given by, any Governmental Authority;
assessing the Merchant’s financial situation or investigating any Claim or dispute arising out of this Commercial Agreement or in connection with the Transactions under the System; and/or
running of verification and compliance analysis and/or use of data capture, syndication analysis, and/or other similar tools to track, extract, compile, aggregate, archive, disclose or otherwise analyse any data and/or information.

15.2 The Relevant NETS Entity’s authority to transfer, disclosure, divulge or reveal information as contemplated under this Clause 15, and the Merchant’s consent therefor, shall survive any suspension of rights hereunder and/or the termination of this Commercial Agreement.

15.3 Notwithstanding anything in this Commercial Agreement, the Merchant agrees and acknowledges that the Relevant NETS Entity may be required under any Applicable Law to provide unlimited access to any party for any and all information (whether Personal Data or otherwise), data and records (whether processed or not) whatsoever submitted, provided, supplied or presented by the Merchant to the Relevant NETS Entity through any means (including but not limited to any Systems that may be in place) and the Relevant NETS Entity shall not be responsible or liable for any Loss for any such access and/or disclosure whatsoever. The Merchant hereby expressly agrees and consents to, and permits and authorises, disclosure contemplated under this Commercial Agreement as required under any Applicable Law.

16. CONFIDENTIALITY

16.1 In performing the terms of this Commercial Agreement and in respect of each of the Services, the Merchant understands and agrees that, except as otherwise expressly provided in this clause, the Confidential Information provided by the Relevant NETS Entity will be reviewed and used solely for the purpose of performing obligations or exercising rights under this Commercial Agreement in respect of each of the Services. The Merchant shall not disclose to any person or entity that discussions are taking place between the parties concerning this Commercial Agreement, nor the status, terms, conditions or other facts concerning such discussions, except as otherwise provided by the terms and conditions of this Commercial Agreement. Without prejudice to the foregoing, the Merchant shall not divulge or communicate to any person (other than on a strictly need-to-know basis) or use or exploit for any purpose whatever any of the trade secrets or Confidential Information of the Relevant NETS Entity which the Merchant may receive or obtain as a result of entering into the Commercial Agreement in respect of the Services, and the Merchant shall use its reasonable endeavours to prevent its Representatives, Authorised Persons or contractors from so doing. This restriction shall survive the termination of the Commercial Agreement but shall cease to apply to the information set out in Clause 16.6.

16.2 The Merchant shall exercise the same degree of care to guard against disclosure or use of Confidential Information, as the Merchant employs with respect to its own Confidential Information but, in any event, not less than reasonable care. The Merchant shall make the Confidential Information disclosed by the Relevant NETS Entity available only to those of its personnel involved in this Commercial Agreement strictly having a “need to know” in order to perform any obligation or exercise any right under this Commercial Agreement.

16.3 Unless otherwise permitted by the Relevant NETS Entity in writing, the Merchant shall:

keep Confidential Information confidential and shall not disclose the same to any person (save as provided for otherwise in this Commercial Agreement and/or required by Applicable Law);
not use Confidential Information for any purpose other than to perform its obligations under this Commercial Agreement;
store and protect Confidential Information in a secure area where access is limited to selected personnel only;
when Confidential Information is no longer necessary for the Merchant to perform any obligation under this Commercial Agreement, and/or where this Commercial Agreement is terminated, the Merchant shall return such Confidential Information to the Relevant NETS Entity or destroy it at the Relevant NETS Entity’s request;
destroy Confidential Information by rendering it unreadable prior to discarding the same; and
permit the Relevant NETS Entity and its Representatives to enter into the Merchant’s premises to inspect the premises, computers and equipment for the purposes of determining that Confidential Information has been securely stored and processed.

16.4 The Merchant shall immediately notify the Relevant NETS Entity upon discovery of any unauthorised use or disclosure of Confidential Information and shall reasonably cooperate to help the Relevant NETS Entity regain possession of the Confidential Information and prevent further unauthorised use or disclosure.

16.5 In the event the Relevant NETS Entity permits, in writing, the Merchant to disclose any Confidential Information to any person, the Merchant shall ensure and procure that any recipient shall be restricted in use and further disclosure of such Confidential Information to the same extent as the Merchant hereto, save that such recipient shall not be entitled to further disclose the Confidential Information.

16.6 This Clause 16 shall not apply in respect of the disclosure or use of Confidential Information if the same:

is in or has entered the public domain, other than by breach of this Commercial Agreement;
is known to the Merchant on a non-confidential basis prior to disclosure pursuant to this Commercial Agreement;
is or has been lawfully disclosed to the Merchant by a third party without any obligation of confidentiality; or
is required to be disclosed pursuant to any Applicable Law, or any instructions and/or directions given by any Governmental Authority provided that the Merchant shall notify the Relevant NETS Entity of such disclosure.

16.7 The parties agree and acknowledge that money damages are not a sufficient remedy for any breach of this Clause 16 by the Merchant and that the Relevant NETS Entity shall be entitled to specific performance or injunctive relief as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.

17. PERSONAL DATA

17.1 Notwithstanding any other clauses in this Commercial Agreement, where the Relevant NETS Entity collects, uses and/or discloses Personal Data which is collected from the Merchant in the course of providing the Services to the Merchant and subject to the terms of the Data Protection Policy (which is hereby incorporated by reference in this Commercial Agreement), the Merchant represents, undertakes and warrants that all the necessary consents from the relevant Individuals have been obtained by the Merchant (and that such consents have not been withdrawn) for the disclosure of their Personal Data to the Relevant NETS Entity for any and all purposes: (a) described or contemplated under this Commercial Agreement; (b) reasonably required by the Relevant NETS Entity to facilitate Transactions and the provision of the NETS Services and/or eNETS Services; (c) set out in the Data Protection Policy; and (d) notified to the Merchant from time to time, including without limitation in relation to particular products, services, or interactions, and that at the time of disclosure of such Personal Data by Merchant to the Relevant NETS Entity, these consents shall not have been withdrawn. The Merchant shall retain records of proof of such consents and such records of proof shall be provided to the Relevant NETS Entity upon request.

17.2 The Merchant acknowledges and agrees that for the purposes of this Commercial Agreement, the Relevant NETS Entity is a data intermediary within the meaning of the PDPA.

17.3 With respect to any Personal Data that is collected, used, disclosed, furnished, provided by, or made available directly or indirectly to the Merchant by or on behalf of the Relevant NETS Entity or otherwise received or obtained by the Merchant pursuant to, by virtue of, or in the course of negotiating or performing this Commercial Agreement, the Merchant shall comply with the PDPA and any and all other applicable personal data protection laws.

17.4 In addition, the Merchant agrees and acknowledges as follows:

in the event that any Personal Data is disclosed by the Relevant NETS Entity to the Merchant for the purposes contemplated under this Commercial Agreement (“Permitted Purposes“), the Merchant shall not use Personal Data for any other purpose other than the Permitted Purposes. The Merchant further agrees and undertakes to the Relevant NETS Entity that all of the Merchant’s Representatives, Authorised Persons and contractors accessing Personal Data in connection with the Merchant’s performance of its obligations under this Commercial Agreement shall be notified of the Permitted Purposes and none of them shall handle any Personal Data in a manner exceeding the Permitted Purposes. The Merchant represents and warrants to the Relevant NETS Entity that it has at all times complied with and will continue to comply with the requirements of the PDPA in respect of the collection, use, and/or disclosure of Personal Data. Without prejudice to any of the foregoing, in the event that the Merchant collects, uses or discloses Personal Data for any purpose outside of the Permitted Purposes, the Merchant acknowledges and agrees that it does so at its own risk and that it shall be fully responsible for ensuring that all requirements under Applicable Law (whether applicable to the Merchant and/or the Relevant NETS Entity) have been complied with;
the Merchant shall, in respect of any Personal Data, comply with any requests, directions or guidelines which the Relevant NETS Entity may specify to the Merchant from time to time. The Merchant shall provide the Relevant NETS Entity such assistance as it may reasonably require in meeting the Relevant NETS Entity’s obligations under the PDPA;
the Merchant shall employ administrative, physical and technical safeguards (including without limitation safeguards against worms, Trojan horses, and other disabling or damaging codes) to ensure that Personal Data is afforded protection in accordance with the PDPA. Without limiting the generality of the foregoing, the Merchant shall ensure that such Personal Data collected is kept secure and in an encrypted form, and shall use the best available security practices and systems applicable to the use of Personal Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of such Personal Data;
the Merchant shall keep complete and proper books, records and documentation relating to all collection, use and disclosure of Personal Data collected in connection with this Commercial Agreement, all consents relating thereto, and shall upon reasonable notice by the Relevant NETS Entity provide unrestricted access to it or its Representatives to such books, records and documentation (including without limitation information stored in computerized form), and allow the Relevant NETS Entity or its Representatives to make copies thereof. The Merchant shall further provide such information as the Relevant NETS Entity may from time to time require to verify compliance with its obligations under this Commercial Agreement or at law;
to the maximum extent not prohibited by Applicable Law, Merchant shall (at its own cost and expense) immediately notify the Relevant NETS Entity without undue delay (and in any event no later than 24 hours):
1. where Merchant becomes aware of a breach of any of its obligations under this Clause 17, of such breach;
2. of any complaint by, or request received, from: (1) any Individual in relation to his/her personal data; or (2) any Governmental Authority in relation to Personal Data, including without limitation any access, correction, data portability or similar requests;
3. any notification and/or commencement of any investigation by any Governmental Authority in relation to any Data Incident involving Personal Data;
4. any circumstances which may suggest or indicate the occurrence of any Data Incident involving Personal Data, including without limitation any Data Incident which is: (1) likely to result in significant harm or impact to Individuals to whom the information relates; (2) of a significant scale; and/or (iii) involving Personal Data of 500 or more Individuals;
5. any Claim, allegation, undertaking process, expedited decision, or litigation in connection with any Data Incident involving Personal Data; and/or
6. the Merchant becoming aware of, learns of or suspects: (i) any collection, use or disclosure of any Personal Data collected in connection with this Commercial Agreement otherwise than as permitted under this Commercial Agreement or any misuse of any such Personal Data; (ii) any security breach in connection with this Commercial Agreement that could compromise the security or integrity of Personal Data or otherwise adversely affect the Relevant NETS Entity or expose it to any Claim; and/or (iii) any Personal Data collected in connection with this Commercial Agreement may have been or is at risk of having been disclosed to or obtained by any unauthorised person, (each, a “Permitted Relevant Data Event“); and
where the Merchant notifies the Relevant NETS Entity pursuant to a Relevant Data Event, the Merchant shall in each case of a Relevant Data Event:
1. provide the Relevant NETS Entity all information and assistance:
  1. as the Relevant NETS Entity may request in relation thereto, including without limitation for the Relevant NETS Entity to verify the nature and veracity of the Relevant Data Event;
  2. as may be required by Applicable Law; and/or
  3. in relation as the case may be to the investigation and remedy of any breach of security and any Claim or litigation with respect to this unauthorised access, use or disclosure of Personal Data;
2. comply with the Relevant NETS Entity’s directions and all reporting, notification and assessment requirements under Applicable Law, including without limitation the PDPA;
3. adhere to and implement the steps set out in any incident response plan as may be amended or otherwise prescribed by the Relevant NETS Entity from time to time;
4. not, without the Relevant NETS Entity’s prior written consent, make any report(s) to any Governmental Authority or other authority in connection with the Relevant Data Event (unless required under Applicable Law, in which case the Merchant shall notify the Relevant NETS Entity without undue delay of any such requirement). To the extent permitted under Applicable Law, the Merchant shall provide to the Relevant NETS Entity a copy of any report(s) submitted to the relevant Governmental Authority by the Merchant; and
5. upon notice by the Relevant NETS Entity, provide the Relevant NETS Entity and its Representatives unrestricted access, audit and inspection rights to the Merchant’s:
  1. systems (including without limitation information systems and/or security management systems) and/or data; and
  2. books, records and documentation (including without limitation information stored in computerised form), to the extent such systems, books, records, and/or documentation (as the case may be) relate to the Relevant Data Event, and permit the Relevant NETS Entity and its Representatives to make copies thereof. Merchant shall provide full cooperation and reasonable assistance to the Relevant NETS Entity for the completion of any such access, audit and/or inspection.

17.5 The Merchant shall ensure that any and all Personal Data provided to the Relevant NETS Entity is valid and accurate.

17.6 The Merchant further agrees, acknowledges, and accepts that the Relevant NETS Entity bears no responsibility for the accuracy of any information entered or uploaded by the Merchant as part of the process of registration of its customers and for any Loss arising or in connection with the same, and the Merchant shall have no Claim against the Relevant NETS Entity for such Loss.

17.7 Without prejudice to the generality of any other provision under this Commercial Agreement, the Merchant shall also comply with the PCIDSS and such other standards or guidelines as may be notified by the Relevant NETS Entity to the Merchant from time to time.

17.8 This Clause 17 shall continue in full force and effect after termination and expiration of this Commercial Agreement.

18. FORCE MAJEURE

18.1 No failure or omission by the Relevant NETS Entity or the Merchant to carry out its obligations or observe any of the terms and conditions of this Commercial Agreement shall give rise to any Claims against the party in question or be deemed a breach of this Commercial Agreement if such failure or omission arises from a cause of force majeure, such as acts of God, requirements of any Governmental Authority, war or warlike hostilities, civil commotion, riots, acts of terrorism, national emergency, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, industrial disputes, fire, lightning, equipment failure, computer or software malfunction, electrical power failure, faults, interruption or disruption of the equipment of any third party, pandemic, epidemic or any other event outside the control of the party in question (each, a “Force Majeure Event”). If any party believes it is hindered from performing its obligation due to a Force Majeure Event, it shall immediately inform the other party about these circumstances in writing, failure of which shall prevent the party claiming Force Majeure Event from invoking these circumstances as a defence.

19. SUSPENSION

19.1 Without prejudice to any of the Relevant NETS Entity’s rights at law and under this Commercial Agreement:

in the event that any Service Fees payable by the Merchant to the Relevant NETS Entity are in arrears or not settled in full, or any deposit or any increase thereof required by the Relevant NETS Entity is not furnished by the Merchant, the Relevant NETS Entity may at its sole and absolute discretion give immediate notice in writing to the Merchant to remedy the breach within three (3) Business Days of the said notice and may during the remedy period, suspend the provision of any or all Services and all rights of the Merchant under this Commercial Agreement, save for those rights necessary to enable the Merchant to remedy the breach. If the Merchant fails to remedy the breach within the aforesaid remedy period, the Relevant NETS Entity shall have the right but not the obligation to extend the remedy period (with or without suspension) or deem such failure as an Event of Default under Clause 20.5; and
in the event of a breach by the Merchant of any of the terms and conditions of this Commercial Agreement (other than the failure to pay as described in sub-clause (a) above), the Relevant NETS Entity may at its sole and absolute discretion give immediate notice in writing to the Merchant to remedy the breach within one (1) month of the said notice and may during the remedy period, suspend the provision of any or all Services and all rights of the Merchant under this Commercial Agreement, save for those rights necessary to enable the Merchant to remedy the breach. If the Merchant fails to remedy the breach within the aforesaid remedy period, the Relevant NETS Entity shall have the right but not the obligation to extend the remedy period (with or without suspension) or deem such failure as an Event of Default under Clause 20.5.

19.2 The Relevant NETS Entity may also at its sole and absolute discretion give immediate notice in writing to the Merchant to suspend the availability of any Card or Mobile Payment Application for such period as the Relevant NETS Entity deems fit if:

the Relevant NETS Entity considers (in its sole and absolute discretion) it prudent to take such action; and/or
a Participating Institution has suspended the use of such Card or Mobile Payment Application.

20. TERM AND TERMINATION

20.1 This Commercial Agreement shall become effective from the Commencement Date of the first Service which the Merchant is authorised by the Relevant NETS Entity to use or provide and shall remain in force and effect until terminated in accordance with the terms of this Commercial Agreement.

20.2 Either party to this Commercial Agreement may elect to terminate this Commercial Agreement by giving one (1) month’s prior notice in writing to the other party of its intention to do so. In addition, if a Force Majeure Event continues for more than three (3) months, either party shall have the right to terminate this Commercial Agreement with immediate effect by notice to the other party.

20.3 Either party may elect to terminate one (1) or more Service(s) under this Commercial Agreement by giving one (1) month’s prior notice in writing to the other party of its intention to do so. For avoidance of doubt, and unless otherwise provided in this Commercial Agreement, the termination by any party in respect of specific Services shall not affect the applicability of this Commercial Agreement, or the rights and obligations of the Relevant NETS Entity or the Merchant, in respect of any other Services.

20.4 The Merchant agrees to pay the Relevant NETS Entity the relevant termination fee set out in the Price Guide if it: (i) withdraws or cancels its application for any reason whatsoever and at any time; or (ii) terminates use of any Service before the expiry of six (6) months from the date of approval of the relevant Application Form. The Relevant NETS Entity shall be entitled to debit the amount of the termination fee from the Merchant’s designated Bank Account and/or set off the amount of the termination fee against any deposit paid by the Merchant to NETS, without further notice.

20.5 Notwithstanding Clauses 20.2 and 20.3, the Relevant NETS Entity shall have the right (but not the obligation) at any time to give notice in writing to the Merchant to terminate this Commercial Agreement or the provision of one (1) or more of the Service(s) to the Merchant immediately, if in the sole opinion of the Relevant NETS Entity, any one (1) or more of the following events of default (each, an “Event of Default“) has occurred, whether or not such Event of Default is of a continuing nature:

any failure by the Merchant to make any payment which is due to the Relevant NETS Entity on the due date of payment or, if payable on demand, on demand by the Relevant NETS Entity;
any failure to perform, breach of or non-compliance with any terms and conditions, undertakings or obligations under this Commercial Agreement by the Merchant, its Representatives, Authorised Persons or contractors;
any representation or warranty given by the Merchant to the Relevant NETS Entity, including without limitation those set out in Clause 7.1 above, proves to be false, incorrect or misleading in any material aspect;
an Insolvency Event has occurred in respect of the Merchant;
(in the case where the Merchant is a natural person or sole proprietor) the Merchant dies or becomes incapable of managing its affairs, whether by reason of mental incapacity or otherwise;
the Merchant or any of its shareholders, partners, proprietors, officers, employees, agents or contractors is or is suspected by the Relevant NETS Entity or the Participating Banks to be involved in any fraudulent or unlawful activity whether or not relating to the Merchant’s business;
the Merchant’s business involves any trade or activity deemed undesirable by the Relevant NETS Entity, any of the Participating Institutions or any Governmental Authority;
there have been multiple complaints and disputes relating to the Merchant’s Goods and Services by Cardholders;
the Merchant experiences excessive Chargebacks, irregular, or fraudulent payment transactions;
the Merchant has engaged in business practices creating or which is reasonably likely to create excessive risk for Cardholders or the Relevant NETS Entity; or
the Merchant has materially changed its operations, products, services, or procedures for payments acceptance which materially impacts this Commercial Agreement or renders the Relevant NETS Entity unable to continue providing any of the Services to the Merchant in accordance with this Commercial Agreement.

20.6 Without prejudice to the foregoing, the Relevant NETS Entity shall have the right (but not the obligation) at any time to give notice in writing to the Merchant to terminate:

this Commercial Agreement immediately if the Relevant NETS Entity ceases to be an operator of the System for any reason whatsoever; and
any Service immediately if the Relevant NETS Entity is directed by any Governmental Authority to terminate such Service, or the condition precedent set out in Clause 2.1 fails to be satisfied or waived in accordance with Clause 2.2(as the case may be).

20.7 In the event of termination of this Commercial Agreement for any reason whatsoever:

the Merchant agrees and undertakes to remove, at its own expense, and return to the Relevant NETS Entity immediately all materials (including without limitation decals, notices, and posters), books, records, equipment or otherwise pertaining to the System, and shall not thereafter use the NETS Marks and/or eNETS Marks (as the case may be) or any part or derivatives thereof;
the Merchant agrees and undertakes to permit the Relevant NETS Entity, and the Relevant NETS Entity shall have the right of access to the Merchant’s premises to disconnect, uninstall, retrieve and remove any equipment relating to the System which is not owned by the Merchant and any material bearing the NETS Marks and/or eNETS Marks (as the case may be) or derivatives thereof and, at the request of the Relevant NETS Entity, the Merchant will at its own expense assist the Relevant NETS Entity to exercise its rights hereunder and shall fully co-operate to comply with the requirements of the Relevant NETS Entity in this respect;
the Merchant agrees and undertakes to ensure that the Bank Account remains active until all outstanding amounts due to the Relevant NETS Entity are fully and finally settled;
all obligations of the Merchant to make any payment to the Relevant NETS Entity under this Commercial Agreement shall immediately fall due and payable, and the Merchant agrees and undertakes to pay the Relevant NETS Entity all Service Fees up to the date of termination or the date that the Merchant returns the NETS Access Devices to NETS, whichever is the later; and
any antecedent right and liability of either party shall not be thereby prejudiced or impaired.

20.8 Where the provision of one (1) or more of the Service(s) to the Merchant is terminated pursuant to Clause 20.3, Clause 20.7 of this Standard T&Cs shall apply mutatis mutandis specifically in respect of the relevant terminated Service(s).

20.9 In the event that the Relevant NETS Entity terminates this Commercial Agreement in accordance with the terms hereof, the Merchant acknowledges and agrees that no reason whatsoever needs to be communicated for such termination and neither the Relevant NETS Entity nor any of the Participating Banks shall be responsible or liable for any Loss incurred or suffered by any party due to such termination.

21. NOTICES AND COMMUNICATIONS

21.1 Unless otherwise provided herein or agreed to in writing by the parties, all notices or other communications by the Relevant NETS Entity to the Merchant pursuant to or in connection with this Commercial Agreement shall be served:

by short messaging service or email, to the respective contact number or email address of the Merchant as indicated in the relevant Application Form, or such other contact number or email address as subsequently notified by the Merchant to the Relevant NETS Entity;
by hand or registered post to the Merchant at the Merchant’s address as indicated in the relevant Application Form, such other address as subsequently notified by the Merchant to the Relevant NETS Entity, or the address of the Merchant’s registered office recorded with the Accounting and Corporate Regulatory Authority of Singapore; or
by such other mode of communication as the Relevant NETS Entity may, in its sole and absolute discretion, deem fit.

21.2 Unless otherwise provided herein or agreed to in writing by the parties, all notices, Instructions, or other communications by the Merchant to the Relevant NETS Entity pursuant to or in connection with this Commercial Agreement shall be served:

by email, to the email address of the Relevant NETS Entity, or such other email address as may be specified by the Relevant NETS Entity; or
by such other mode of communication as the Relevant NETS Entity may, in its sole and absolute discretion, deem fit.

21.3 All notices or other communications by one party to the other party shall be deemed to have been served:

in the case of a short message service or email, at the time of communication / transmission;
in the case of a notice delivered by hand, on the day of the delivery; and
in the case of a notice served by registered post, on the day following that on which notice was posted.

21.4 The Relevant NETS Entity shall be entitled, but shall not be obliged, in its absolute discretion to rely or act on all notices, agreements, requests, consents, Instructions, demands and any other communication of whatever nature between the Relevant NETS Entity and any of the Merchant’s Representatives or Authorised Persons by whatever title called, and to assume that all such persons are duly authorised by the Merchant to deal with all matters relating to this Commercial Agreement. Notwithstanding the foregoing, the Relevant NETS Entity may in its absolute discretion rely or act on any such communication which are or purported to originate from or given on behalf of the Merchant, in writing or otherwise (whether with the Merchant’s authority or otherwise), and any action taken by the Relevant NETS Entity pursuant thereto shall bind the Merchant and the Relevant NETS Entity shall not be responsible or liable to the Merchant for any Loss incurred or suffered by the Merchant as a consequence of such action.

21.5 The Merchant agrees that Sections 13(1) to 13(4) of the Electronic Transactions Act 2010 shall not apply to electronic communications made in connection with, or in the course of, the Merchant’s participation in and use of the System and any Service.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Commercial Agreement shall be governed by and construed in all aspects in accordance with the laws of Singapore.

22.2 The Merchant hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of Singapore for all purposes in relation to this Commercial Agreement.

22.3 This Commercial Agreement may be translated into other languages but in the event of any inconsistency or uncertainty arising therefrom, this English version shall prevail over any other version.

23. ASSIGNMENT

23.1 This Commercial Agreement shall be binding upon the parties hereto and their respective successors and assigns and legal representatives and shall not be construed so as to confer any benefit upon any other person except as expressly provided herein.

23.2 The Merchant shall not, without the prior written consent of the Relevant NETS Entity, transfer, assign or novate this Commercial Agreement. Any attempted transfer, assignment or novation by the Merchant without the Relevant NETS Entity’s consent shall be void and the Relevant NETS Entity shall have the right, at its election and without prejudice to other rights and remedies as provided in this Commercial Agreement or at law or in equity to terminate this Commercial Agreement and recover direct damages from Merchant.

23.3 Notwithstanding the above, the Relevant NETS Entity reserves the right to transfer, assign or novate this Commercial Agreement, without prior approval of the Merchant, to any entity in the NETS Group, or any person or entity which acquires substantially all of the business, liabilities and assets of the division of the Relevant NETS Entity which operates the System and provides the Services under this Commercial Agreement. The Merchant shall execute all documents as the Relevant NETS Entity may reasonably request to perfect any such transfer, assignment or novation. For the avoidance of doubt, such right under this Clause 23.3 shall include the right to transfer, assign, novate all licences and/or any other permits, consents and/or approvals granted under this Commercial Agreement.

24. AMENDMENT AND SURVIVABILITY

24.1 Without prejudice to Clause 9.3, the Relevant NETS Entity may amend, supplement or replace, any terms and conditions of this Commercial Agreement at any time at its sole and absolute discretion. The Relevant NETS Entity will provide notice of such changes by posting the amended, supplemented or replacement Commercial Agreement (“Revised Agreement“) on its website, or by notifying the Merchant in accordance with Clause 21 or by such other means as the Relevant NETS Entity may, in its sole and absolute discretion, deem fit. The Revised Agreement shall take effect from such date as the Relevant NETS Entity shall stipulate or in the absence of express stipulation immediately upon notice being given, without the need for any further consent or agreement by any Merchant. The Merchant acknowledges and agrees that it is responsible for reviewing the terms of the Commercial Agreement as posted on the Relevant NETS Entity’s website regularly, and its continued participation in and use of the System and any of the Services after the effective date of any Revised Agreement shall constitute its agreement to be bound by such Revised Agreement.

24.2 Clause(s) in this Commercial Agreement which is/are intended to survive the expiry or termination thereof, shall so survive and remain in effect notwithstanding the termination or expiry of this Commercial Agreement.

25. SEVERABILITY

25.1 If any provision herein is deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any Applicable Law or otherwise, it shall, to the extent required by such law and subject to the agreement of the Relevant NETS Entity, be severed from this Commercial Agreement and rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of this Commercial Agreement.

26. WAIVER AND CUMULATIVE RIGHTS

26.1 The liability of the Merchant hereunder shall not be impaired or discharged by reason of any time or grace or other indulgence being granted by or with the consent of the Relevant NETS Entity or any forbearance by the Relevant NETS Entity to insist upon its strict rights hereunder. No right under this Commercial Agreement shall be deemed to have been waived except in writing signed by the parties hereto and waiver of any particular right in a particular instance shall not constitute or be deemed a waiver of any other right.

26.2 Unless expressly stated otherwise, the rights and remedies provided in this Commercial Agreement are cumulative and not exclusive of any rights or remedies (whether provided by Applicable Law or otherwise), and the Merchant shall bear all costs and expenses, including legal and other consultant fees, arising in connection with performing or ensuring the due performance of the Merchant’s obligations under this Commercial Agreement, and/or with any other matters referenced therein.

27. RELATIONSHIP OF THE PARTIES

27.1 The parties hereto shall not by virtue of this Commercial Agreement be deemed to be a partner or agent of each other nor shall anything herein contained be construed as creating a partnership, joint association or trust (save for the safeguarding arrangement described in Clause 10.2), it being agreed that each party will be responsible only for its obligations under this Commercial Agreement and neither party shall be authorised to represent or bind the other to third parties.

28. RIGHTS OF THIRD PARTIES

28.1 Save for the persons specified in this Commercial Agreement to be entitled to the rights or benefits conferred on them hereunder, a person who is not a party to this Commercial Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Commercial Agreement. For the avoidance of doubt, each person in the NETS Group is entitled to the benefit of, and to enforce, all terms and conditions in this Commercial Agreement conferring rights, exemptions or benefits on them.

29. SUBCONTRACTING

29.1 The Relevant NETS Entity shall have the right to use such agents, contractors or third-party service providers to carry out or procure the carrying out of any of the matters under or contemplated in this Commercial Agreement.

30. FURTHER ASSURANCE AND ASSISTANCE

30.1 The Merchant shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Commercial Agreement, and to give the Relevant NETS Entity the full benefit of this Commercial Agreement. In addition, the Merchant shall, and shall use all reasonable endeavours to, procure that any necessary third party shall execute such documents and do such acts and things as the Relevant NETS Entity may reasonably require for the purpose of perfecting and giving to the Relevant NETS Entity the full benefit of all the provisions of this Commercial Agreement.

31. ENTIRE AGREEMENT

31.1 This Commercial Agreement shall constitute the entire agreement between the parties with respect to the Services and supersedes all prior oral or written communications, arrangements, agreements, representations and undertakings between the parties.

32. COPYRIGHT ACT NOTIFICATION

32.1 The Copyright Act 2021 of Singapore contains provisions related to limiting the liability of network service providers such as NETS who may provide services such as system caching or user storage and information location. Where a copyright owner furnishes to NETS (through NETS’s designated representatives) a valid notice in the form prescribed by the said Act, NETS will take reasonable steps to remove or disable access to the relevant material in accordance with the said Act. Where the person who made available such material furnishes to NETS a valid notice in the form prescribed by the said Act, NETS will take reasonable steps to restore the relevant material, unless court proceedings are commenced by the copyright owner and NETS is informed in writing in accordance with the said Act. Should you wish to provide a take-down and counter notice to NETS, please ensure that such takedown and counter notices are in conformance with the form prescribed by the said Act. NETS will not act on any notice unless the notice is a valid notice in the form prescribed by the said Act.

Annex 1: Provision of Collateral Terms

The terms and conditions in this Annex 1, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time, apply to any Merchant which is or has been assessed by a Relevant NETS Entity to be a Collateral Secured Merchant.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Encumbrance”	Any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect and “Encumber” means the creation of any Encumbrance.
“NETS Collateral Recipient”	Has the meaning given to it at Clause 2.1 of this Annex.
“Satisfactory”	(In the context of Collateral) meeting the criteria set out in Clause 3.1 of this Annex.
“Shortfall”	Has the meaning given to it at Clause 3.3(b) of this Annex.

1. THE RELEVANT NETS ENTITY MAY DESIGNATE A COLLATERAL-SECURED MERCHANT

1.1 The Relevant NETS Entity may designate a Merchant as a Collateral-secured Merchant.

1.2 The Relevant NETS Entity is entitled to make any determination, at any time before or during the duration of this Commercial Agreement, to designate, in its sole and absolute discretion, that any Merchant must be a Collateral-secured Merchant. The Relevant NETS Entity is not obligated to and excludes any responsibility or liability to such Merchant or any third party of the consequences of the designation of the Merchant as such, whether or not any loss was foreseeable or notified to the Relevant NETS Entity.

1.3 The Relevant NETS Entity will not be obliged to account or explain any decision making process, considerations, information taken, or any justification for such designation which the Relevant NETS Entity may do in its sole and absolute discretion and in the event that the Relevant NETS Entity publishes, makes available, communicates or otherwise states any of the same, the same shall not be binding on the Relevant NETS Entity in any way or render the Relevant NETS Entity liable to conduct itself in any particular manner in exercising such right of designation, or the maintenance or withdrawal of such designation.

1.4 For the avoidance of doubt, a Merchant may be subsequently designated by the Relevant NETS Entity as a Collateral-secured Merchant, whether or not it was previously designated as such.

1.5 Once designated as a Collateral-secured Merchant, the Merchant shall retain such designated status unless and until the Relevant NETS Entity issues a notice signed by it in writing of the withdrawal or removal of such designation.

2. COLLATERAL-SECURED MERCHANT TO PROVIDE COLLATERAL TO NETS COLLATERAL RECIPIENT

2.1 A Collateral-secured Merchant must provide Collateral to the Relevant NETS Entity (or such other person within the NETS Group as determined by the Relevant NETS Entity in its sole and absolute discretion) (“NETS Collateral Recipient“) as a condition of receiving (or continuing to receive) Services from any Relevant NETS Entity. The Collateral-secured Merchant agrees that it will comply with all processes required by the NETS Collateral Recipient in respect of the provision of the Collateral, including, without limitation, agreeing to the following:

In the event that a Merchant has yet to commence receipt of Services or the supply of any subject matter from the Relevant NETS Entity (including but not limited to situations where the Merchant is in the process of, or has not yet completed, the Merchant on-boarding process), the Merchant agrees that it will not be able to activate any component of the Services, or any subject matter supplied by or through the Relevant NETS Entity until such time as the NETS Collateral Recipient has confirmed in writing its receipt of Satisfactory Collateral;
In the event that a Merchant has already commenced receipt of Services or the supply of any subject matter from the Relevant NETS Entity (including but not limited to situations where the Merchant has been receiving the same prior to any designation as a Collateral-secured Merchant), the Merchant agrees that the Relevant NETS Entity will be entitled to deactivate or suspend any component of the Services, or any subject matter supplied by or through the Relevant NETS Entity at any time without liability to Merchant or any third party unless and until such time as the NETS Collateral Recipient has confirmed in writing its receipt of Satisfactory Collateral and that the continued provision of such Services or subject matter shall be deemed to be a waiver of any such right of deactivation or suspension; and
In the event that (notwithstanding earlier instances where Collateral was Satisfactory) the Collateral supplied by or for a Collateral-secured Merchant becomes or ceases to be Satisfactory at any time, the Merchant agrees that the Relevant NETS Entity will be entitled to deactivate or suspend any component of the Services, or any subject matter supplied by or through the Relevant NETS Entity at any time without liability to Merchant or any third party unless and until such time as the NETS Collateral Recipient has confirmed in writing its receipt of Satisfactory Collateral and that the continued provision of such Services or subject matter shall be deemed to be a waiver of any such right of deactivation or suspension.

2.2 In the event that a Collateral-secured Merchant determines that it will not provide Satisfactory Collateral when called on or required by the Relevant NETS Entity to do so, the Merchant agrees that the Relevant NETS Entity is entitled, without further notice to the Collateral-secured Merchant, to terminate the Commercial Agreement with the Merchant in respect of any Services or subject matter supplied by the Relevant NETS Entity forthwith (or in accordance with such schedule as the Relevant NETS Entity may determine).

2.3 Merchant agrees that its status as Collateral-secured Merchant shall be subject to periodic or ad hoc monitoring, reporting or review by the Relevant NETS Entity and that it shall provide all assistance and information to the Relevant NETS Entity in respect of the same.

3. COLLATERAL MUST BE (AND REMAIN) SATISFACTORY

3.1 The NETS Collateral Recipient shall have full discretion in each case to determine the criteria by which Collateral is deemed to be “Satisfactory“, as it applies to any specific Collateral-secured Merchant, from time to time, and the NETS Collateral Recipient is not obligated to maintain or continue to apply any such criteria at any time. Without prejudice to the foregoing, the NETS Collateral Recipient may specify such criteria as may relate to the following so as to determine whether Collateral provided or maintained is Satisfactory:

the form which Collateral may take including, but not limited to, cash or any other chattel;
the mode by which Collateral may be paid or transferred to the NETS Collateral Recipient, including but not limited to, cheque, telegraphic transfer, cash, or other mode which the NETS Collateral Recipient may deem appropriate;
the monetary value of Collateral to be maintained at all times;
the means by which the monetary value of any non-cash Collateral is to be determined or valued;
how often or how quickly Collateral must be replenished or added to; and
the ease of or mode and frequency by which Collateral may be drawn down to meet Collateral-secured Liabilities.

3.2 Collateral-secured Merchants are each obliged to ensure that its Collateral is, remains and continues to be Satisfactory at any time, and must take steps to ensure that this is so regardless of whether the NETS Collateral Recipient has notified the Merchant of any issue which may cause its Collateral to be not Satisfactory. The NETS Collateral Recipient may, but is not obliged, to notify the Collateral-secured Merchant of whether its Collateral is Satisfactory at any given time. Once notified by the NETS Collateral Recipient that any Collateral is not Satisfactory, the Collateral-secured Merchant must immediately remedy the situation by providing such addition or replenishment or other cure to ensure that the Collateral promptly become Satisfactory.

3.3 Without prejudice to any other requirements stated elsewhere under this Annex concerning whether Collateral is Satisfactory, the Collateral-secured Merchant agrees that to be Satisfactory, Collateral must also be provided, and continue to be provided or remain, at such monetary value or money’s worth, as the NETS Collateral Recipient may designate, where such value may be updated by the NETS Collateral Recipient from time to time. For the purposes of this clause:

The monetary value of Collateral shall be either 15% of the Merchant’s projected revenue over 6 calendar months or such amounts as the NETS Collateral Recipient may, at its sole and absolute discretion, determine.
Where the monetary value of Collateral drops below an amount determined by the NETS Collateral Recipient to render Collateral not Satisfactory (a “Shortfall“), the NETS Collateral Recipient may (but is not obliged) to notify the Collateral-secured Merchant of the same, upon which, the Collateral-secured Merchant must immediately remedy the situation by providing such addition or replenishment or other cure to ensure that the Collateral promptly becomes Satisfactory by eliminating the Shortfall.
the NETS Collateral Recipient is entitled to conduct a periodic assessment as to the monetary value at which Collateral required of a Collateral-secured Merchant is deemed Satisfactory. Such assessments may, at the NETS Collateral Recipient’s sole and absolute discretion, be based on or determined from the volume and value of Transactions conducted over at least the preceding six (6) months (or such other preceding period as the NETS Collateral Recipient may determine applicable).
In the case of a Collateral-secured Merchant which has yet to commence business or has not conducted its business for less than the minimum preceding period that the NETS Collateral Recipient applies (or has chosen to apply), the NETS Collateral Recipient may apply a projection of the Collateral-secured Merchant’s anticipated volume and value of Transactions.

4. NATURE OF COLLATERAL

4.1 Title in all Collateral provided to the NETS Collateral Recipient under or in connection with this Annex will pass to the NETS Collateral Recipient free from Encumbrances upon payment or transfer to the NETS Collateral Recipient and the Collateral-secured Merchant undertakes to ensure that it will not do or omit to do anything which would cause (or may cause) the Collateral to be Encumbered at any time.

4.2 Notwithstanding the definition or terms used in this Commercial Agreement concerning or relating to Collateral, Collateral is not security, and will not be deemed to be Encumbered as such when in the possession of the NETS Collateral Recipient and the NETS Collateral Recipient may be entitled to deal with such Collateral in any way it deems fit as the owner of the Collateral.

4.3 The NETS Collateral Recipient owes no obligation, whether at law or equity to account for or refrain from dealing in any way with the Collateral. Wherever any arrangement or circumstance should arise where the Collateral is no longer required where previously taken (including where this Commercial Agreement is terminated or expires or where a new Merchant, as a Collateral-secured Merchant, does not successfully complete Merchant on-boarding or where the Relevant NETS Entity declines to sign up or acquire a Merchant), the NETS Collateral Recipient shall only be obligated to pay the monetary value of the Collateral to the Collateral-secured Merchant as a debt.

5. COLLATERAL MAY BE APPLIED BY THE RELEVANT NETS ENTITY TO MEET LOSSES; PAYMENT BACK TO COLLATERAL-SECURED MERCHANT OF VALUE OF COLLATERAL (AS A DEBT)

5.1 Without prejudice to Clause 4 of this Annex, the NETS Collateral Recipient may immediately (or any time it chooses) apply any portion of Collateral to meet any of the Relevant NETS Entity’s Losses in respect of any Collateral-secured Liabilities.

5.2 The monetary value of any such portion of Collateral applied for such purposes shall be deducted against the monetary value of any Collateral and such remaining monetary value after such deduction shall be deemed to the value of the Collateral referred to in Clause 3.3 of this Annex.

5.3 The Relevant NETS Entity and/or the NETS Collateral Recipient will be entitled to value the remaining monetary value of any Collateral post such deduction for the purposes of dealing further in respect of the determination of whether Collateral is or remains Satisfactory and to exercise any rights under this Annex including, without limitation, requiring the Collateral-secured Merchant to replenish or add to the Collateral so as to ensure that Collateral remains Satisfactory.

5.4 For the purposes of determining whether a Loss has arisen, or whether there are any Collateral-secured Liabilities, the Relevant NETS Entity is not obliged to await the final determination of the outcome of any Collateral-secured Dispute, including any final or interim determination in connection with any dispute resolution process between the Collateral-secured Merchant and its third-party counterparty or counterparties in respect of the Collateral-secured Dispute.

5.5 In the event that any Collateral-secured Dispute is resolved in any manner such that any monetary value disputed under any Collateral-secured Dispute is paid to or results in transfer of monetary value to the Relevant NETS Entity, the Relevant NETS Entity and/or the NETS Collateral Recipient will, within thirty (30) days of the receipt of the same, transfer (as payment of a debt to Collateral-secured Merchant) any sums in excess of any amount as may be required of Collateral to be Satisfactory then, to the Collateral-secured Merchant. Prior to such transfer, such sums may be further or subsequently withheld or applied by the Relevant NETS Entity and/or the NETS Collateral Recipient to meet any subsequently arising Losses due to any Collateral-secured Dispute.

5.6 The Collateral-secured Merchant shall ensure that it fully abides and complies with any dispute resolution process or requirement in respect of the Collateral-secured Dispute.

6. COLLATERAL-SECURED DISPUTES

6.1 Collateral-secured Disputes include any disputes under this Commercial Agreement between the Merchant and any third party in respect of any Transaction, including without limitation:

any dispute (or allegation) which relate to:
1. fraud (including, where applicable, card-not-present or card-absent environments or situations);
2. lost or stolen payment cards, credentials or other means of authenticating payment authorisations in connection with the Transaction;
3. authorisation of the Transaction;
4. late or inappropriate presentment of any card, credentials or other means of authenticating payment;
5. incorrect Transaction details including incorrect codes, currencies, amounts, account numbers;
6. duplicate processing;
7. payment by other means rendering payment under the Transaction invalid or duplicate payment;
8. the submission of invalid data by any party to the Transaction or their representatives or acquirer or issuer (as the case may be);
9. non-receipt of merchandise or services;
10. cancellations including cancellations of recurring charges;
11. cancellation of order for merchandise or services;
12. receipt of counterfeit merchandise;
13. misrepresentation; and/or
any dispute arising under or in connection with any guidelines, policies or terms of any third party (as may be amended, supplemented or replaced from time to time) which may be connected or applicable to any Transaction and/or the provision of Services by the Relevant NETS Entity to the Collateral-secured Merchant.

6.2 In the event of any doubt or dispute over whether a Collateral-secured Dispute has arisen, the Relevant NETS Entity and/or the NETS Collateral Recipient is entitled to apply the Collateral notwithstanding subject to the application of Clause 5.5 of this Annex.

Annex 2: NETS E-Money Card Top-up Service

The terms and conditions in this Annex 2 apply to and govern the Merchant’s use and/or provision of the NETS E-Money Card Top-Up Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “NETS E-Money Card Top-Up Service” is a NETS Service under which a Merchant may effect top-ups of a NETS Cardholder’s NETS CashCard, NETS FlashPay Card, and such other NETS E-Money Cards as NETS may specify in its sole and absolute discretion (collectively, “Selected E-Money Cards“), for the NETS Cardholder at the Merchant’s premises using a NETS Access Device. The NETS Cardholder may pay for such top-ups via certain Cards or via cash paid directly to the Merchant.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Daily Limit”	Has the meaning given to it in Clause 7(b) of this Annex.
“NETS E-Money Card Top-Up Service”	Has the meaning given to it in the preamble.
“Selected E-Money Card”	Has the meaning given to it in the preamble.

1. The Merchant agrees in respect of the NETS E-Money Card Top-up Service, that:

the NETS Cardholders will be able to effect top-up of their Selected E-Money Cards with their Cards and/or physical notes and/or coins;
the NETS Cardholders shall be allowed to top-up their Selected E-Money Cards up to the maximum stored value limit of S$500.00;
the Merchant shall not charge a NETS Cardholder any fee or charge whatsoever for their use of the NETS E-Money Card Top-up Service (unless approved by NETS in writing);
the Merchant shall inform NETS at least one (1) month prior to any other multi-purpose stored value card being offered for sale at the Merchant’s premises including any service similar to the NETS E-Money Card Top-up Service;
the Merchant will deal with all enquiries, complaints and disputes received from NETS Cardholders in connection with the NETS E-Money Card Top-Up Service expediently and in the event that any such enquiries, complaints or disputes will or potentially may affect NETS’ rights or interests, the Merchant shall expediently refer the same to NETS in writing.

Payment of Service Fees

2. NETS may in its sole and absolute discretion elect to waive payment of the Service Fees for each NETS E-Money Card Top-up Service provided by the Merchant to the NETS Cardholder, for such period as NETS may determine in its sole and absolute discretion. NETS shall also have the sole and absolute discretion to cease the waiver. Upon cessation of the waiver, NETS shall inform the Merchant of the same in writing, and the Merchant shall commence payment of the Service Fees upon receipt of written notice by NETS and in accordance with such
commencement date as may be specified in the written notice and the terms and conditions relating to the NETS E-Money Card Top-up Service.

3. All applicable Service Fees in respect of the NETS E-Money Card Top-up Service shall be paid or settled by the Merchant to NETS on a daily basis, and shall remain payable by the Merchant to NETS notwithstanding that the Merchant does not charge the NETS Cardholder any Cardholder Fee.

4. In the event that the Merchant decides to charge the NETS Cardholders a Cardholder Fee, the Merchant shall seek prior approval from NETS in writing. Within one (1) month from the date of approval in writing from NETS, the Merchant may commence charging the NETS Cardholders a fee for the NETS E-Money Card Top-up Service, such amount not exceeding the amount specified and approved by NETS in writing, or such amount as NETS may notify to the Merchant from time to time.

5. NETS shall deduct the Service Fees and any Cardholder Fee charged by the Merchant to the NETS Cardholders (where applicable) from the Merchant’s Bank Account on a daily basis. The Merchant shall ensure that the Merchant’s Bank Account contains sufficient funds to enable NETS to carry out the deduction of such Service Fees, and hereby irrevocably authorises NETS to make such deductions from its Bank Account. NETS may from time to time revise or modify the terms and procedures for deduction of the Service Fees, and shall notify the Merchant of the same.

6. In the event that the Merchant charges its NETS Cardholders a Cardholder Fee and where both the top-up amount and the Cardholder Fee are paid via Card at a NETS Access Device, NETS shall be entitled to deduct the top-up amount and the Cardholder Fee from the NETS Cardholder’s bank account and NETS shall credit the difference between the Cardholder Fee and the Service Fee to the Merchant’s Bank Account within two (2) working days. The Merchant shall provide a receipt to the NETS Cardholder for the Cardholder Fee and where applicable, include a reference to the amount of GST payable on the same in accordance with the regulations and guidelines prescribed by the relevant Governmental Authority.

NETS E-Money Card Top-up Service made via the Merchant Top-up Card

7. Where NETS Cardholders effect top-ups of their Selected E-Money Cards by making cash payments in physical notes and/or coins directly to the Merchant, such top-ups will be effected by the Merchant using a Merchant Top-up Card. The Merchant acknowledges and agrees that, in respect of top-ups made via the Merchant Top-up Card:

the Merchant shall allow the NETS Cardholders to pay for top-ups of the Selected E-Money Cards and the Cardholder Fee using cash, following which the Merchant shall top-up the E-Money of the relevant Selected E-Money Cards using the Merchant Top-up Card;
the Merchant shall use the Merchant Top-up Card only for the designated NETS Access Device for which it is issued and once the daily monetary limit for each NETS Access Device (“Daily Limit“) is reached, no NETS E-Money Card Top-up Service shall be available at the NETS Access Device;
the Merchant shall promptly inform NETS of any loss of or damage to the Merchant Top-up Card in order for NETS to deactivate the same;
NETS shall not be liable for any Losses arising from or in connection with any loss of or damage to the Merchant Top-up Card, and/or any use of a lost Merchant Top-up Card by any person and the Merchant shall bear all costs, charges, losses and damages which may be incurred or suffered by the Merchant. In addition to Clause 13 of the Standard T&Cs, the Merchant shall indemnify and keep the NETS Group and its Representatives indemnified against all Losses which may be incurred or suffered by the NETS Group and/or its Representatives arising from or in connection with the damage to and/or loss of the Merchant Top-up Card and/or any use of a lost Merchant Top-up Card by any person;
in the event that the Merchant Top-up Card is lost or damaged, no replacement Merchant Top-up Card will be issued;
upon or before commencement of the provision of the NETS E-Money Card Top-up Service using a Merchant Top-up Card by the Merchant, the Merchant shall furnish to NETS a bank guarantee from a bank or financial institution acceptable to NETS for an amount equal to 120% of the aggregate of all Daily Limits set on all NETS Access Devices issued to the Merchant (or such other amount as NETS may determine in its sole and absolute discretion);
as and when the Merchant requests for an increase in the Daily Limit on all the NETS Access Device(s) or for additional NETS Access Device(s) and NETS agrees to such request, the Merchant undertakes to furnish to NETS an additional bank guarantee for an amount equal to 120% (or such other amount as NETS may determine in its sole and absolute discretion) of the aggregate of all Daily Limit(s) set on the NETS Access Device(s) for which it may use to provide the NETS E-Money Card Top-up Service (following the grant of such additional request(s));
NETS reserves the right to revise or change the amount or quantum of the bank guarantee from time to time by giving the Merchant thirty (30) days’ notice in writing of the change or revision which shall take effect on the expiry of such notice period;
at least one (1) month before the expiry of each bank guarantee, the Merchant shall arrange for the renewal of such bank guarantee or issuance of a new bank guarantee, such renewal or issuance shall be made upon terms acceptable to NETS. In the event that the Merchant fails to comply with this provision, NETS shall be entitled to terminate or cease provision of the NETS E-Money Card Top-up Service via the Merchant Top-up Card on the expiry of the last bank guarantee. NETS may at its discretion resume the NETS E-Money Card Top-up Service via Merchant Top-up Card upon receipt of the renewed or new bank guarantee issued upon terms acceptable to NETS, and the Merchant shall pay all administrative costs which may have been incurred by NETS in the interim.

Annex 3: Merchant Portal Service

The terms and conditions in this Annex 3 apply to and govern the Merchant’s use and/or provision of the Merchant Portal Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “Merchant Portal Service” is a NETS Service under which a Merchant may access information relating to its Transactions, and settlements for payments relating to such Transactions, on an online portal.

1. The Merchant agrees and acknowledges that:

NETS makes no representations or warranties of any kind with respect to NETS’ performance of the Merchant Portal Service; and
NETS neither guarantees the delivery nor the accuracy of the contents of the information provided to the Merchant via the Merchant Portal Service.

Annex 4: Baby Bonus Service

The terms and conditions in this Annex 4 (“Baby Bonus Service Terms“) apply to and govern the Merchant’s use and/or provision of the Baby Bonus Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

As part of the Baby Bonus Scheme administered by the Ministry of Social and Family Development (“MSF“) pursuant to the Child Development Co-Savings Act 2001 (and its subsidiary legislation) (“CDCSA“), certain banks in Singapore will issue “Baby Bonus NETS Cards”, which are NETS Cards that allow for transactions to be made with funds from Child Development Accounts (“CDAs“) maintained with such banks. The “Baby Bonus Service” is a NETS Service under which Merchants which are AIs (as defined below) may accept payments made via Baby Bonus NETS Cards on NETS Access Devices, and NETS will facilitate a transfer of funds from the CDAs to AIs.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“AI”	Has the meaning given to it in Clause 2 of this Annex.
“Baby Bonus NETS Cards”	Has the meaning given to it in the preamble.
“Baby Bonus Service”	Has the meaning given to it in the preamble.
“Baby Bonus Service Terms”	Has the meaning given to it in the preamble.
“CDA”	Has the meaning given to it in the preamble.
“CDCSA”	Has the meaning given to it in the preamble.
“MSF”	Has the meaning given to it in the preamble.

1. For avoidance of doubt, these Baby Bonus Service Terms apply regardless of whether the Merchant is using a temporary NETS Access Device and/or a permanent NETS Access Device.

2. The Merchant confirms that it is, and shall continue to be, registered with the MSF as an “Approved Institution” (“AI“) as defined under the Approved Person/Institution Terms and Conditions issued by the MSF pursuant to the CDCSA, and acknowledges that its status as an AI is a prerequisite to being able to participate in and use the Baby Bonus Service.

3. The Merchant agrees and acknowledges that it will lose the right to participate in and use the Baby Bonus Service as soon as it ceases to be an AI, and that in such event NETS shall be authorised to take all such steps as necessary to terminate the Merchant’s participation in and use of the Baby Bonus Service and ensure all outstanding amounts due and owing to NETS by the Merchant are paid.

4. The Merchant agrees and acknowledges that only the NETS Access Devices identified and confirmed in writing by the Merchant to NETS shall be enabled for use for the Baby Bonus Service. The Merchant further agrees and acknowledges that it shall notify NETS in writing immediately, if there are any changes to the list of NETS Access Devices that should be enabled for the Baby Bonus Service.

Annex 5: CashBack Service

The terms and conditions in this Annex 5 apply to and govern the Merchant’s use and/or provision of the CashBack Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “CashBack Service” is a NETS Service under which NETS Cardholders may effect cash withdrawals from their savings / current bank accounts maintained with DBS Bank Limited (DBS), Oversea-Chinese Banking Corporation Limited (OCBC) and United Overseas Bank Limited (UOB), via NETS EFTPOS Transactions at certain Merchants’ physical premises using NETS Cards issued by the aforementioned banks.

1. The minimum and maximum limit for each cash withdrawal which a NETS Cardholder is permitted to effect at a Merchant as part of the CashBack Service shall be agreed between the Merchant and NETS in writing.

Annex 6: Foreign Card/App Payment Service (excluding WeChat Pay)

The terms and conditions in this Annex 6 (“Foreign Card/App Payment Terms“) apply to and govern the Merchant’s use and/or provision of the Foreign Card/App Payment Service (as defined below), in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “Foreign Card/App Payment Service” is a NETS Service under which Merchants may accept payments from holders of Foreign Cards or Foreign Mobile Payment Applications.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Approval Code”	The confirmation code provided by NETS showing that the Transaction using Foreign Cards or Foreign Mobile Payment Applications has been approved.
“Foreign Card/App Payment Terms”	Has the meaning given to it in the preamble.
“Foreign Card/App Payment Service”	Has the meaning given to it in the preamble.
“Foreign Mobile Payment Application”	A valid Mobile Payment Application issued by a non-Singapore financial institution which is associated with a Foreign Switch, excluding WeChat Pay.
“Settlement Day”	Has the meaning given to it in Clause 10 of this Annex.
“Regulator”	Has the meaning given to it in Clause 15 of this Annex.

1. The Merchant agrees that it will accept and honour, in accordance with this Commercial Agreement, any Foreign Cards or Foreign Mobile Payment Application tendered or utilised in payment for Goods and Services or charges of the Merchant.

2. NETS shall process only Transactions made via the NETS Access Device and/or the relevant QR codes assigned to the Merchant. The Merchant acknowledges and agrees that:

any breach of this clause shall constitute a fundamental breach of the Foreign Card/App Payment Terms, upon which NETS will be entitled to terminate its provision of the Foreign Card/App Payment Service in accordance with Clause 20 of the Standard T&Cs; and
NETS shall not be liable for any and all Transactions which the Merchant processes without using the NETS Access Device designated by NETS or the QR codes assigned to the Merchant.

3. The Merchant shall:

not complete any Transaction without first obtaining the Approval Code for that Transaction; and
where necessary, prepare and provide such interface hardware and software to NETS.

4. Notwithstanding anything in this Commercial Agreement to the contrary, NETS is not under any obligation to grant Approval Codes for any Transaction. Further, the provision of an Approval Code shall not prevent NETS from relying on the provisions of this Commercial Agreement to withhold payments or to take any other action as may be necessary in respect of the Transaction.

5. The Merchant agrees and undertakes to ensure that in respect of any Transaction (where applicable):

the signature of the Foreign Card holder is inscribed or affixed to the Transaction Record;
the amount of the Transaction stated in any Transaction Record does not exceed the amount for which the Transaction was approved by NETS;
all data on the Transaction Record is true, accurate and correct;
the Foreign Card used in such Transaction had not expired as at the Transaction Date; and
such Transaction constitutes a payment for Goods and Services or charges of the Merchant and that neither the contract nor the performance of the contract relating to the sale of Goods and Services or for which those charges are incurred is or shall be illegal, invalid or unenforceable for any reason whatsoever.

6. The Merchant acknowledges and recognises that failure to comply with Clauses 3 and 5 of these Foreign Card/App Payment Terms may have adverse consequences to the Merchant including but not limited to NETS’ right to debit the amount in dispute together with handling fees against the Merchant’s Bank Account and/or non-payment of any amounts due and owing to the Merchant.

7. In the event the Merchant is requested by NETS to withhold any Foreign Card presented by any person for any reason whatsoever, the Merchant shall use its best efforts by peaceful means to retrieve and retain the Foreign Card. Such request shall not constitute an authorisation or permission to the Merchant to breach the peace or defame or injure any person or damage any property. In addition to Clause 13 of the Standard T&Cs, the Merchant shall indemnify and hold the NETS Group and its Representatives harmless against any Claim arising from any injury to any person or damage to any property or a breach of the peace or defamation of any person in the course of the retrieval or retention of any Foreign Card by the Merchant.

8. The Merchant agrees that NETS shall not be liable for any default, breach or failure of the Foreign Switch to make payment of or remit to NETS moneys due to the Merchant arising from Transactions for whatsoever reason including but not limited to foreign exchange controls, prohibition of remittances or similar actions taken by Governmental Authorities in the country where the Foreign Switch is located. However, should such default, breach or failure occur, the Merchant shall be entitled to immediately terminate this Commercial Agreement in respect to NETS’ provision of the Foreign Card/App Payment Service and NETS shall use its best endeavours to assist the Merchant to recover the moneys due to the Merchant from the Foreign Switch.

9. In the event the Foreign Switch makes partial payment or remittance of moneys without designating payment or remittance to any particular Merchant, NETS shall have the sole and absolute discretion to decide the order and amount to be paid to each Merchant.

10. Clause 9.12 of the Standard T&Cs applies in relation to Transactions processed under the NETS Foreign Card/App Payment Service, save that the reference to “Business Day” in Clause 9.12 of the Standard T&Cs shall be replaced with the term “Settlement Day” (as defined below).

“Settlement Day” means any day that is not any of the following:

any day notified in advance to the Merchant; and
Sundays and public holidays as gazetted and declared in Singapore or in the country where the Foreign Switch is located.

11. In the event that a Transaction (including QR Payments) is performed with (i) a Foreign Card that has been cloned, stolen or otherwise fraudulently obtained and/or (ii) a Foreign Mobile Payment Application that has been accessed or used in an unauthorised way, NETS agrees that it shall nonetheless settle the Transaction if it is accompanied by an Approval Code. Consequently, the Merchant agrees and undertakes to:

(in addition to Clause 13 of the Standard T&Cs) fully indemnify and keep the NETS Group and its Representatives harmless from and against all Losses which the NETS Group and/or its Representatives may suffer or incur as a result of any fraud, dishonesty or misconduct (criminal or otherwise) relating to such Transaction that is performed with (i) a Foreign Card that is cloned, stolen or otherwise fraudulently obtained, and/or (ii) a Foreign Mobile Payment Application that has been accessed or used in an unauthorised way; and
actively participate in managing any dispute, dispute resolution and arbitration with the aim to protect the rights of the Foreign Card holder, Foreign Switch and NETS.

12. The Merchant agrees that when any dispute arises in respect of a cross-border Transaction involving the Merchant, such dispute shall be resolved and settled in accordance with the procedure agreed between NETS and the Foreign Switch from time to time.

13. The Merchant agrees and undertakes in respect of any such dispute to abide by and accept the terms of resolution or settlement reached between NETS and the Foreign Switch or the terms of any award resulting from the arbitration or mediation agreed to by NETS and the Foreign Switch.

14. The Merchant agrees that in the event of a dispute or Claim of whatsoever nature arising in respect of any Transaction, the records of the Transaction available from the Merchant and NETS shall be used as reference and shall be the sole basis of settling the aforesaid dispute or Claim. Where there are discrepancies between the records of the Transactions recorded by NETS, the Merchant and the Foreign Switch, the records of the Transaction recorded by NETS shall prevail.

15. The Merchant agrees that the provision of any functionality or services in connection with the processing of Transactions by Foreign Cards and/or Foreign Mobile Payment Applications are subject to, at all times, regulatory approval or licensing of NETS and the Foreign Switch by the relevant regulator in its relevant country (“Regulator“).

16. In the event that any change in Applicable Law (including any Applicable Law issued by the relevant Regulator) renders (in NETS’ sole and absolute opinion) the provision of these Foreign Card/App Payment Services no longer feasible or desirable, the Merchant agrees that NETS may terminate or cease the operation of the provision of such Foreign Card/App Payment Services, or amend these Foreign Card/App Payment Terms (or other parts of the Commercial Agreement) with immediate notice.

17. The Merchant shall abide by any system of controls or checks as may be implemented or prescribed by NETS for maintaining confidentiality and security in relation to the operation of any data in connection with the processing of Transactions by Foreign Cards and Foreign Mobile Payment Applications.

18. The Merchant acknowledges that NETS may, from time to time, assume control of and prescribe directions, rules or requirements in respect of any exception handling or dispute handling process, and the Merchant agrees to comply with any such directions, rules or requirements as prescribed from time to time.

19. The Merchant further agrees and acknowledges that any payment service which uses QR Payments may be provided by a third-party service provider and that the Merchant will not hold NETS liable (and agree that NETS may exclude liability) for any errors, omissions, service interruption, fault, defect, failure to pay / conclude a transaction, security issue, or other aspect or matter arising in connection with any payment service provided by such third-party service providers.

20. Merchants may choose to opt-out from the acceptance of payments via any specific Foreign Card or Foreign Mobile Payment Application by notifying NETS via a Service Deactivation Form which can be found on the NETS website at www.nets.com.sg.

21. NETS shall have the right (but not the obligation) at any time to give notice in writing to the Merchant to terminate the Foreign Card/App Payment Service immediately if any agreement between NETS and the relevant Foreign Switch in respect of the Foreign Card/App Payment Service is terminated for any reason whatsoever.

Annex 7: NETS Access Device Riding Service

The terms and conditions in this Annex 7 apply to and govern the Merchant’s use and/or provision of the NETS Access Device Riding Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “NETS Access Device Riding Service” is a NETS Service under which Transactions made with 3rd Party Cards may be processed on NETS Access Devices.

1. The Merchant agrees and acknowledges that as a condition precedent to its use of the NETS Access Device Riding Service, the Merchant shall enter into an agreement with the issuer of such 3rd Party Cards and the Participating Bank.

2. The Merchant agrees that NETS assumes no liability whatsoever to the Merchant arising from its acceptance of the 3rd Party Cards and/or the NETS Access Device Riding Service.

Annex 8: Temporary NETS Terminal Service

The terms and conditions in this Annex 8 (“Temporary NETS Terminal Service Terms“) apply to and govern the Merchant’s use and/or provision of the Temporary NETS Terminal Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “Temporary NETS Terminal Service” is a NETS Service under which the NETS Access Device will be provided to the Merchant for use only at an interim location and/or for a specified duration.

1. The Merchant agrees to pay NETS all applicable Service Fees up to the day that the NETS Access Devices are returned to NETS.

2. In the event that the Merchant is a new Merchant and has applied only for the NETS Bank Card Service, NETS CashCard Service, NETS FlashPay Service and/or NETS Prepaid Card Service, the Merchant shall provide NETS with a deposit in an amount notified to the Merchant by NETS from time to time via a crossed cheque made payable to NETS (or such other method(s) as NETS may prescribe from time to time), when the Service Fee referred to in Clause 1 of these Temporary NETS Terminal Service Terms becomes due and payable. NETS shall be entitled to offset such Service Fee amount against the deposit provided by the Merchant for the installation of the NETS Access Device without further notice to the Merchant.

Annex 9: NETS Self-Service Station Service

The terms and conditions in this Annex 9 (“NETS Self-Service Station Service Terms“) apply to and govern the Merchant’s use and/or provision of the NETS Self-Service Station Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “NETS Self-Service Station Service” is a NETS Service under which NETS Self-Service Station(s) may be installed on the Merchant’s premises.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Minimum Participation Period”	Has the meaning given to it in Clause 5 of this Annex.
“NETS Self-Service Station”	Self-service kioks on the Merchant’s premises where Cardholders may order and make payment for Goods and Services via a NETS Service or eNETS Service.
“NETS Self-Service Station Service”	Has the meaning given to it in the preamble.
“NETS Self-Service Station Service Terms”	Has the meaning given to it in the preamble.

1. The Merchant hereby grants and NETS hereby accepts the lease of the Merchant’s premises for the installation of NETS Self-Service Station(s). The Merchant represents and agrees that the NETS Self-Service Station(s) will be placed in a cleared space allowing Cardholders to conveniently access them.

2. The Merchant shall pay NETS all applicable Service Fees.

3. The Merchant undertakes that it shall not disallow the use of the NETS Self-Service Station Service as a means of payment for Goods and Services provided by it to Cardholders who wish to effect such payment. In addition to Clause 13 of the Standard T&Cs, the Merchant shall indemnify the NETS Group and its Representatives from and against any Losses and other consequences arising from any such refusal.

4. NETS may modify any Software specification or customize systems to allow a Merchant’s participation or continued participation in the NETS Self-Service Station Service.

5. Merchant may not terminate this Commercial Agreement in respect of the NETS Self-Service Station Service for a period of 12 months after the Commencement Date of the NETS Self-Service Station Service (“Minimum Participation Period“).

6. After the Minimum Participation Period, either party may elect to terminate this Commercial Agreement in respect of the NETS Self-Service Station Service by giving six (6) months prior notice in writing to the other party of its intention to do so.

Annex 10: WeChat Payment Service

The terms and conditions in this Annex 10 (“WeChat Payment Terms“) apply to and govern the Merchant’s use and/or provision of the WeChat Payment Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “WeChat Payment Service” is a NETS Service under which Merchants may accept payments via the WeChat Pay System.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Approved Bank”	DBS Bank Ltd (DBS), United Overseas Bank Limited (UOB), Oversea-Chinese Banking Corporation Limited (OCBC) and any other bank approved by NETS in NETS’ sole and absolute discretion.
“Merchant”	A merchant which has been acquired by NETS which accepts payment for Goods and Services through WeChat Pay.
“Payment Date”	Has the meaning given to it in Clause 8.1 of this Annex.
“Tenpay”	Tenpay Payment Technology Co. Ltd, a company incorporated and existing under the laws of the People’s Republic of China with the Company Registration Number of 91440300792584584M and registered address at 9/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen, the People’s Republic of China; or any successor-in-title thereto in respect of the WeChat Pay System.
“Tenpay T&Cs”	Has the meaning given to it in Clause 1.2 of this Annex.
“Transaction”	Has the equivalent meaning as ascribed to it in the Standard T&Cs with the exception that for the purposes of these WeChat Payment Terms, (a) references to “Cardholder” in the meaning of “Transaction” shall also apply to “Users” as defined in these WeChat Payment Terms and (b) references to “Transaction” in these WeChat Payment Terms shall be limited to such Transactions that are processed and/or managed through the WeChat Pay System.
“Transaction History”	The Merchant’s transaction history and details on the Merchant’s use of WeChat Pay.
“User”	A Cardholder that has engaged in Transactions with Merchants.
“Viruses”	Means any electronic virus or other information including but not limited to cancelbots, worms, Trojans, or other harmful component.
“WeChat Marks”	Has the meaning given to it in Clause 3.6(a) of this Annex.
“WeChat Pay”	The electronic payment platform offered by Tenpay from time to time that can be accessed by the Merchant to be used to receive and track payments in connection with Transactions.
“WeChat Pay Password”	Any security credentials as may be used in connection with the WeChat Pay System and/or WeChat-NETS Interface as the case may be.
“WeChat Pay System”	The computerised system owned, operated and managed by Tenpay whereby, inter alia, a Merchant may manage Transactions using WeChat Pay.
“WeChat Payment Service”	Has the meaning given to it in the preamble.
“WeChat Payment Terms”	Has the meaning given to it in the preamble.
“WeChat-NETS Interface”	Any system or interface which NETS may provide or make available to the Merchant as a means of administering its account in connection with the use of the WeChat Pay System, which may be in the form of (or include) a terminal, device, token, a QR code, digital card, security key, website, application, a compatible portable or mobile communications device on which the Merchant has successfully accessed WeChat Pay.

1. RELATIONSHIP OF TENPAY, WECHAT PAY SYSTEM AND NETS

1.1 WeChat Pay System is a payment system and service, owned and operated by TenPay, for which NETS acts as a merchant acquirer.

1.2 The Merchant agrees, that by applying for and using the WeChat Payment Service, it agrees to any such terms and conditions that Tenpay may prescribe and impose on the Merchant (“Tenpay T&Cs“).

1.3 The Merchant agrees that NETS is not liable and assumes no liability for the operation or design of the WeChat Pay System, the actions or omissions of Tenpay or any operator of the WeChat Pay System, and agrees as a condition of accepting the use and/or provision of the WeChat Payment Service, to look exclusively and solely to Tenpay for any liability arising from or in connection with the foregoing and that it will release NETS from any such liability.

1.4 For the avoidance of doubt, the Merchant acknowledges and agrees that none of the Approved Banks own, operate and/or manage WeChat Pay or the WeChat Pay System, and NETS does not own, operate and/or manage any applications or systems of either the Approved Banks or Tenpay and bears no responsibility for the Merchant’s use of the same. The Merchant agrees as a condition of accepting the use and/or provision of the WeChat Payment Service, to look exclusively and solely to such third parties for any liability arising from or in connection with the foregoing and that it will release NETS from any such liability.

1.5 The Merchant may access WeChat Pay through the use of third-party software, applications, interfaces, devices, equipment, or facilities. For the avoidance of doubt, the Merchant agrees that NETS does not own, operate, and/or manage any of the same, and that NETS bears no responsibility for: (a) the Merchant’s use of the same to access WeChat Pay; and (b) any loss or damage that the Merchant may suffer resulting from Merchant’s use of third-party browsers to access WeChat Pay.

1.6 To the extent that the Merchant relies on NETS-owned and operated software, applications, interfaces, devices, equipment, or facilities, the Merchant agrees that NETS shall be liable for the Merchant’s use of the same to access WeChat Pay but only to the extent that any liability is limited to loss, damage or other adverse incident for which NETS is solely and exclusively responsible without contribution to or caused in any way by Tenpay or a third party. For the avoidance of doubt where any such liability is contributed to or caused by Tenpay, the Merchant will abide by Clause 1.3 of these WeChat Payment Terms, and where any such liability is contributed to or caused by such third party, it will abide by Clause 1.4 of these WeChat Payment Terms.

2. AUTHORISATION TO USE THE WECHAT PAY SYSTEM

2.1 Subject always to the Merchant’s compliance with the terms of these WeChat Payment Terms, NETS agrees to grant to the Merchant a non-transferable, non-exclusive licence to use such components of the WeChat Pay System insofar as made available for licensing through NETS by Tenpay or its sub-licensors or affiliates. Such licence will be limited only for purposes reasonably related to the subject matter of the Commercial Agreement (including these WeChat Payment Terms), on and subject to the terms and conditions in the Commercial Agreement.

2.2 All other rights not expressly granted to the Merchant pursuant to this Commercial Agreement are reserved unto NETS. Some software components used in WeChat Pay may be offered under an open source or other licence as NETS may notify the Merchant of, in which case the Merchant’s use of those components is governed by such terms.

2.3 The Merchant shall immediately inform NETS as soon as it becomes aware of any breach, or potential breach, of any security measures or compromise of or potential breach of the same whether in relation to the WeChat Payment Service, the System, WeChat Pay System or other component or service relating to the processing of Transactions.

2.4 Without prejudice to the generality of the foregoing, the Merchant must ensure that:

it does not compromise any security procedures that either NETS or the Approved Banks have put in place;
the Merchant is the only entity that is using the Merchant’s WeChat-NETS Interface to manage Transactions;
the Merchant shall exercise its best efforts and all due care to protect the Merchant’s account in the WeChat Pay System and WeChat Pay Password against unauthorised access or misuse by third parties; and
the Merchant shall apply (or not disable or compromise) any safety certificates or digital signatures as enabled / used for the WeChat Pay System.

2.5 The Merchant agrees and warrants that:

any cancellations, waivers, write-offs and/or refunds that the Merchant may grant is granted at the Merchant’s sole and absolute discretion and risk; and
the Merchant acknowledges and agrees that any such cancellations, waivers, write-offs and/or refunds which the Merchant may grant to Users via WeChat Pay shall not be considered to be successfully processed by WeChat Pay unless and until the Merchant has received a notification from NETS notifying them that the cancellation, waiver, write-off and/or refund has been successfully processed, and where the Merchant proceeds to action the same without such approval, it does so on its own account (with neither NETS nor Tenpay being obliged to execute the same).

2.6 The Merchant acknowledges and agrees that its use of WeChat Pay is at all times subject to its compliance with any applicable terms and conditions of the relevant Approved Bank and such other terms and conditions as NETS may notify to the Merchant from time to time. The Merchant further agrees that and it will reasonably use the WeChat-NETS Interface and relevant accounts in the WeChat Pay System or NETS’ System (as the case may be) within the scope prescribed by these WeChat Payment Terms, and shall not (a) use them to conduct or assist others to conduct illegal activities, or for any other purpose beyond the scope prescribed by this Commercial Agreement, or (b) move to other location or repurpose the WeChat-NETS Interface.

2.7 NETS may add or remove any feature or functionality of WeChat Pay without prior notice, including but not limited to NETS’ introduction of additional payment methods supported on and compatible with WeChat Pay. The Merchant is deemed to accept such change if the Merchant continues to use WeChat Pay.

2.8 NETS reserves the right to investigate complaints regarding the use of WeChat Pay, or reported violations of these WeChat Payment Terms and to take any action NETS deems appropriate, including reporting any suspected unlawful activity to Governmental Authorities and disclosing any necessary information to such Governmental Authorities.

3. UNDERTAKINGS OF MERCHANT

3.1 In order to use WeChat Pay, the Merchant must, prior to and during all times in which it uses the WeChat Pay System:

complete such due diligence requirements as NETS or Tenpay may impose including but not limited to fully complying in a timely and accurate manner with requests for (and maintaining accuracy throughout the term of these WeChat Payment Terms) information;
conduct true and legitimate trade in Goods and Services (providing sufficient proof for the true and legitimate trade between Users and Merchants upon NETS’ request);
not conduct WeChat Pay Transactions in respect of the following activities:
1. trade in Goods and Services that is not in compliance with the applicable import and export regulations under Applicable Law;
2. commodity trade without consideration generally accepted by the market, and the intangible commodity trade with an unclear pricing mechanism and potential risks; and
3. projects and other business activities that may endanger the state and society or harm social and public interests;
maintain all original documents, data and information relating to WeChat Pay Transactions including but not limited to the name, type and quantity of the Goods and Services transacted, transaction currency, Transaction amount, names and nationalities / country of incorporation of parties to the Transaction, and time and date of Transaction, and such other information as may be required by NETS or Tenpay, Governmental Authorities (including where Know-Your-Client, sanctions, anti-money laundering and countering the financing of terrorism laws or regulations are concerned) and/or to comply with this Clause 3.1. Such documents, data and information should be maintained for a minimum of five (5) years; and
be ready, able and willing to submit relevant documents, data and information that are authentic, accurate, complete, and consistent with Transactions and/or use of the WeChat Pay System.

3.2 The Merchant shall be responsible for any Losses suffered by NETS, TenPay or Users as a result of (a) a breach of Clause 3.1 of this Annex, (b) documents, data and information being false, inaccurate, incomplete, and/or out-of-date, and/or (c) any improper operation of the Merchant’s business (whether in respect of the Transactions conducted or otherwise), and the Merchant will fully indemnify and hold the NETS Group and its Representatives harmless for any compensation to Tenpay or any other third party, and/or any other Losses the NETS Group and/or its Representatives suffers as a result of the foregoing.

3.3 The Merchant shall ensure that it provides any and all support and assistance to NETS, Tenpay and/or Governmental Authorities, where requested by NETS, in respect of inspections (whether on-site or otherwise) relating to the Merchant’s business activities. Such assistance may involve:

the grant of access to the Merchant’s premises in order for on-site inspections to be conducted;
the provision of access to and/or copies of documents and materials relating to such inspections;
the coordination of interviews with relevant employees for such employees to explain or clarify relevant matters; and/or
the grant of access to inspect relevant systems and facilities, in connection with the use of the WeChat Pay System and any Transactions.

3.4 The Merchant agrees and acknowledges that it will:

comply with any procedures required by Tenpay relating to cross-border payments;
not actively conduct and/or assist any User to conduct any Transaction where it knows or has reasonable grounds to suspect that such Transaction may be connected to criminal activities, including but not limited to credit card fraud, money laundering, terrorism financing, fraud, terminal relocation, retention or disclosure of customer account information, split payment, false applications, skimming, malicious bankruptcy and so on;
co-operate and assist with decisions that may be made by, or actions / measures that may be taken by, NETS where criminal activities are being conducted and/or there is a breach of this Clause 3 of this Annex, and/or where the foregoing is suspected. In this connection, the actions / measures that may be taken by NETS include, but are not limited to: delaying the settlement of funds, suspending Transactions and/or the use of the WeChat-NETS Interface, and/or reporting such activities to relevant Governmental Authorities (if any);
actively assist NETS or Tenpay to prevent unauthorised Transactions from being made, and promptly resolve all problems and issues related to customer services on unauthorised Transactions;
in the event that (i) any User suffers any losses caused by any relevant Transaction (such as unauthorised charges, unauthorised / fraudulent transactions, declined transactions, chargebacks, account information leakages, and so on), (ii) the Merchant violates any Applicable Law and/or breaches any representation / warranty to Users, and/or (iii) breaches its duties prescribed in these WeChat Payment Terms, the Merchant shall provide all reasonably necessary support and assistance in relation to the investigations, and shall be responsible for settling or resolving any of such claims or disputes in a prompt and proactive manner;
if the Merchant fails to settle or resolve such claims or disputes referenced in Clause 3.4(e) above actively and promptly within a reasonable period (which shall be determined by NETS in its sole and absolute discretion), the Merchant is deemed to have fully authorised NETS and Tenpay each, at each of their sole and absolute discretion, to debit directly an amount equivalent to the amount in dispute from the pending settlement funds payable to the Merchant, or delay the settlement of funds equivalent to the amount in dispute;
accept bank cards payment based on true transaction background and abide by corresponding requirements in respect of acceptance of the relevant Approved Banks;
post, display, hang and maintain “WeChat Payment” logos at (i) a prominent position on the WeChat-NETS Interface (including on devices such as payment terminals), and/or (ii) at the Merchant’s place(s) of business and/or official websites in a manner that has been expressly authorised by Tenpay, and shall not use “WeChat Payment”, “Tenpay” or other business names, brands or logos owned or having been used legally by Tenpay or NETS in any manner and/or for purposes other than those prescribed in these WeChat Payment Terms. In this connection, the Merchant agrees that NETS and/or Tenpay shall be entitled to do onsite reviews to verify the Merchant’s compliance with this Clause 3.4(h);
integrate the WeChat Pay System and associated services continuously, and ensure that Users use the WeChat Pay System on the Merchant’s websites and/or at the Merchant’s place(s) of business;
not charge additional fees (whether directly, indirectly or otherwise) in respect of the Users’ use of the WeChat Pay System;
(save where the prior written consent of Tenpay and Users have been obtained) not take any measure to collect, keep or use Users’ information, including but not limited to data encoded in magnetic stripe cards or chip cards, verification code, validity period, passwords and other personal information;
reasonably use the WeChat-NETS Interface and relevant accounts within the WeChat Pay System or any component(s) of the System relevant to the use of the WeChat Pay System within the scope permitted under these WeChat Payment Terms, and shall not use them to conduct or assist others to conduct illegal activities;
not use the WeChat-NETS Interface beyond the scope prescribed by this Commercial Agreement, and/or move the WeChat-NETS Interface (including any relevant devices) to other places or sites not authorised by NETS;
not reverse engineer the WeChat Pay System, WeChat-NETS Interface and/or any payment systems and/or software owned by Tenpay or NETS;
not copy, modify, edit, consolidate or alter such systems or software, including but not limited to source code, object programs, software files, data running in local computer memory, data transmitted from User’s terminals / end-point devices to servers, server data, and so on;
not modify or add additional functions to the original functions of such systems or software mentioned at sub-clause (o) above without NETS’ and Tenpay’s prior written consent;
(save where NETS’ and Tenpay’s prior authorisation in writing has been obtained) not reveal and/or transfer to any third party, and/or allow any third party to use (regardless of whether the use is free of charge or not) interface technology, security protocols, WeChat Pay Password and /or any digital safety certificates provided by Tenpay;
(save where NETS’ and Tenpay’s prior authorisation in writing has been obtained) not use documents, information, data and/or other resources (including but not limited to customer information, transaction data, WeChat-NETS Interface, promotional and marketing materials) which are dedicated exclusively for the WeChat Pay System and services, for purposes other than the promotion of WeChat Payment System or the services of WeChat Pay System, and/or purposes beyond those prescribed in this Commercial Agreement;
not divert and/or transfer any resources provided by NETS or Tenpay to any third party, and/or permit the use of such resources by any third party;
produce, use, recycle or dispose promotional materials strictly in accordance with the requirements of NETS or Tenpay notified to the Merchant from time to time;
not infringe any NETS Marks’ or WeChat Marks or any of NETS’ or Tenpay’s intellectual property rights; and/or
not conduct activities such as false advertising, misleading sales and other activities that might infringe the lawful rights and interests of NETS, Tenpay and/or any third party.

3.5 The Merchant agrees and acknowledges that its failure to complete any step in the registration / onboarding process may result in the Merchant’s inability to use Services in connection with WeChat Pay. The Merchant agrees and undertakes to fully indemnify and keep the NETS Group and its Representatives harmless for any compensation to Tenpay or any other third party for any Losses that NETS may suffer or incur in connection with any breach of this Clause 3.5.

3.6 The Merchant further acknowledges that:

the logos, service marks, product names and other proprietary indicia used in WeChat Pay are the property of either NETS or third-party licensors (the “WeChat Marks“);
the intellectual property rights in and relating to WeChat Pay System are owned by Tenpay and licensed to NETS;
other than the licence expressly granted to the Merchant through these WeChat Payment Terms, no other rights are granted to the Merchant in respect of either the WeChat Marks or WeChat Pay; and
no part of the WeChat Pay System or any subject matter supplied by NETS and/or Tenpay may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

4. ELECTRONIC COMMUNICATIONS

4.1 The Merchant shall accept full responsibility for the security and authenticity of all Instructions sent by the Merchant and the Merchant shall be bound by all such Instructions. NETS shall be entitled to assume that all Instructions received from the Merchant’s WeChat-NETS Interface is from the Merchant. NETS shall be under no obligation whatsoever to verify that such communications are in fact from the Merchant.

4.2 The Merchant is aware that Instructions and information transmitted via the WeChat Pay Interface may be generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. NETS cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and the Merchant accepts these associated risks.

4.3 Any Instructions sent by the Merchant to NETS shall only be deemed to be received by NETS when NETS has successfully retrieved such Instructions from the relevant system and duly informed the Merchant of such receipt. In addition, any Instructions sent by the Merchant to any third parties (for example, other Merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

4.4 The Merchant agrees that sections 13(1) to 13(4) of the Electronic Transactions Act 2010 shall not apply to the Merchant’s use of WeChat Pay and, without prejudice to any of the terms in this Commercial Agreement, that the Merchant shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.

4.5 The Merchant acknowledges and agrees that in the event of any dispute arising in connection with the Merchant’s use of WeChat Pay, NETS’ records (including electronic, computer and microfilm stored records) of all matters relating to the Merchant’s use of WeChat Pay, and/or of the Merchant (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on the Merchant for all purposes whatsoever. In addition, the Merchant agrees to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

5. LIABILITY FOR USE OF WECHAT PAY; ERRORS IN TRANSACTION HISTORY

5.1 The Merchant is solely responsible and liable for any access to and use of WeChat Pay, notwithstanding that any relevant access controls introduced or configured by the Merchant (including any WeChat Pay Password or biometric access controls) may have been circumvented by any other person without the Merchant’s knowledge, authorisation or consent. Unless otherwise stated in these WeChat Payment Terms, NETS shall not be liable to the Merchant for any loss or damage resulting therefrom any payments effected by WeChat Pay due to such circumvention of access controls.

5.2 The Merchant may object to any Transaction or any other inaccuracies in writing to NETS, by calling the NETS hotline at +65 6274 1212, or +65 6229 7200 or by visiting 351 Braddell Road #01-03 Singapore 579713 within one (1) calendar day after the entry appears in the Transaction History. If the Merchant does not report the Transaction within one (1) calendar day after the entry appears in the Transaction History, the Transaction will be deemed correct except where (and only to the extent that) the Merchant has conclusively established in the Singapore courts that a manifest error or fraud has been committed by NETS, or the Transaction has been determined by the relevant Approved Bank to be an unauthorised transaction and the Approved Bank has informed NETS of the same, in which case the terms and conditions of the relevant Approved Bank (as may be applicable) will govern.

6. PAYMENT OF FEES

6.1 The Merchant understands and agrees that the Merchant may also be required to pay the following (where applicable):

Service Fees;
such charges or fees imposed by equipment vendors, software companies, internet or communication services providers or other third parties; and
any additional fees for any action taken by NETS in carrying out any of the Merchant’s Instructions and/or requests relating to the Merchant’s use of WeChat Pay (including Service Fees), whether such service or action is referred to or contemplated in these WeChat Payment Terms or otherwise.

7. SETTLEMENT

7.1 The Merchant acknowledges and agrees that all settlement of all Transactions will be processed by NETS in accordance with Clause 9 of the Standard T&Cs, save that Clause 9.12(b) of the Standard T&Cs shall not apply.

7.2 The Merchant agrees and undertakes throughout the term of these WeChat Payment Terms that it shall not hold NETS liable for any loss or delay in settlement of Transactions which is caused by or attributable to the Approved Banks.

7.3 The Merchant acknowledges and accepts that the role of the Approved Banks is separate from that of NETS under these WeChat Payment Terms, and that the Merchant’s adherence or non-compliance with the rules, regulations and policies as determined by the Approved Banks from time to time shall not affect its obligations to NETS under these WeChat Payment Terms.

7.4 For avoidance of doubt, in the event that NETS does not receive payment from the Approved Bank for any reason whatsoever, NETS shall not be liable to the Merchant for such sums.

7.5 The Merchant agrees to adhere at all times to the rules, regulations and policies of the relevant Approved Bank, which shall be determined by such Approved Bank. The Merchant agrees that in the event of any non-compliance of any rule, regulation or policy of the relevant Approved Bank or the breach of these WeChat Payment Terms by the Merchant which results in NETS having to pay the Approved Bank any penalties or such other amount(s) as may be required by the Approved Bank, the Merchant shall fully reimburse NETS for such payments made by NETS to the Approved Bank upon demand.

7.6 The Merchant acknowledges and agrees that the Merchant’s failure to perform its commitments and obligations under these WeChat Payment Terms is actionable by either the Approved Bank and/or NETS through legal recourse against the Merchant and that no omission or delay on the part of either NETS or the Approved Bank in exercising any or part of their rights under these WeChat Payment Terms shall operate as a waiver thereof.

8. BILLING

8.1 In accordance with Clause 9.4(a) of the Standard T&Cs, for the purposes of payment for any relevant fees or charges under these WeChat Payment Terms (including but not limited to Service Fees) due and payable by the Merchant to NETS, the Merchant shall make payment to NETS on such date as communicated by NETS to the Merchant (each a “Payment Date“) in respect of all such outstanding fees or charges due and owing to NETS from the Commencement Date of the WeChat Payment Service, or the last Payment Date, whichever date is later.

9. DATA PROTECTION

9.1 By using WeChat Pay, the Merchant consents to NETS and Tenpay collecting, using, disclosing and sharing amongst themselves any Personal Data which the Merchant may provide in the course of registration to use WeChat Pay or its use of WeChat Pay, and disclosing such Personal Data to NETS’ or Tenpay’s authorised service providers and relevant third parties for purposes reasonably required by NETS or Tenpay to facilitate the Merchant’s use of WeChat Pay. These purposes are set out in greater detail in NETS’ Data Protection Policy, which is accessible at https://www.nets.com.sg/policies/data-protection or which may be provided to the Merchant upon request, and in Tenpay’s data protection policy. The Merchant confirms that the Merchant has read and understood each data protection policy.

10. TERMINATION

10.1 Without prejudice to Clause 20 of the Standard T&Cs, the right of the Merchant to use the WeChat Pay System may be terminated by Tenpay or by NETS by the giving of two (2) weeks’ written notice to the Merchant.

10.2 For the avoidance of doubt, should the Merchant decide to cease using WeChat Pay on the Merchant’s WeChat-NETS Interface, this will not affect any of the Merchant’s existing rights, obligations or liabilities as between the Merchant and any User or the Merchant and any Approved Bank with respect to any Transactions the Merchant may have entered into or managed during and through the Merchant’s use of WeChat Pay, and NETS shall have no obligation or liability to the Merchant whatsoever in respect of the aforementioned Transactions unless otherwise stated in these WeChat Payment Terms.

10.3 The Merchant shall not be entitled to any payment, compensation or damages from NETS in relation to the termination of the Merchant’s access to and use of WeChat Pay.

10.4 NETS’ right to suspend or terminate the Merchant’s access to and use of WeChat Pay shall be without prejudice to any other rights or remedies which NETS may have under the Commercial Agreement or any other specific terms and conditions governing WeChat Pay at law.

Annex 11: Malaysian Bank Issued Cards Payment Service

The terms and conditions in this Annex 11 (“Malaysian Bank Issued Cards Payment“) apply to and govern the Merchant’s use and/or provision of the Malaysian Bank Issued Cards Payment Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “Malaysian Bank Issued Cards Payment Service” is a NETS Service under which Merchants may accept payments via Foreign Cards issued by Malaysian banks.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Currency Conversion Service Provider”	Has the meaning given to it in Clause 4.1 of this Annex.
“Malaysian Bank Issued Cards Payment Service”	Has the meaning given to it in the preamble.
“Malaysian Bank Issued Cards Payment Terms”	Has the meaning given to it in the preamble.
“Malaysian Regulator”	Has the meaning given to it in Clause 5.1 of this Annex.
“MYR”	Malaysian Ringgit.
“Paynet”	Payments Network Malaysia Sdn Bhd.
“Paynet Operating Manual”	The operating manual issued by NETS in respect of any transactions processed using a Paynet Card, containing the rules and regulations relating to the same, including any variations as may be issued from time to time by NETS.
“Paynet Card”	Any Foreign Card issued by a Malaysian bank which is an issuer with Paynet’s participating banks, which is in turn accepted and approved by NETS for use for Transactions in Singapore effected using the NETS Bank Card Services, and its related devices or systems.

1. PAYNET CARDS AS “FOREIGN CARDS”; PAYNET’S SWITCH AS “FOREIGN SWITCH”

1.1 For the purposes of this Commercial Agreement, the Merchant expressly acknowledges and agrees that a Paynet Card is a “Foreign Card”, and that “Foreign Switch” will include Paynet’s switch.

1.2 The Merchant agrees that it will accept and honour any Paynet Card in accordance with this Commercial Agreement, and agrees to comply with all terms in the Commercial Agreement as they relate to any Paynet Card (including but not limited to the Foreign Card/App Payment Terms), save where such terms are expressly contradicted by these Malaysian Bank Issued Cards Payment Terms.

2. PAYNET OPERATING MANUAL

2.1 NETS may issue and update, from time to time, a Paynet Operating Manual which the Merchant will conform to and comply with in all respects.

2.2 The Merchant agrees that compliance with the Paynet Operating Manual is a condition for the processing of Transactions made with Paynet Cards by NETS, and that any failure by the Merchant to comply with the Paynet Operating Manual constitutes a breach of the Commercial Agreement (including these Malaysian Bank Issued Cards Payment Terms), which will entitle to NETS to recover from the Merchant any Loss suffered by NETS arising from or in connection with such failure or breach.

2.3 The Merchant shall apply and comply with any procedures or requirements in the Paynet Operating Manual as it relates to the resolution of any discrepancy in clearing or settlement of payment transactions involving Paynet Cards and the Merchant. The Merchant agrees to promptly, truthfully and completely respond to any queries NETS may have in connection with the resolution of any discrepancy in clearing or settlement of payment transactions involving Paynet Cards and the Merchant.

3. TECHNICAL STANDARDS

3.1 The Merchant acknowledges and agrees that NETS is entitled to apply such technical and encryption standards as may be required from time to time in connection with the processing of payments via the use of Paynet Cards, including, without limitation, back-end systems or software, and any interfaces as may be in use. Where required, the Merchant will provide, at no cost to NETS, such reasonable assistance as NETS may require to implement the same.

3.2 The Merchant will not do anything to interfere with any NETS Access Device, 3rd Party Access Device, or any other equipment or software which may be implemented by NETS to facilitate or support the processing of Transactions by Paynet Cards.

4. CURRENCY CONVERSION

4.1 The Merchant agrees that any currency conversion in connection with any Transactions processed in connection with Paynet Cards will be pegged to rates which NETS (or its currency conversion service providers, hereinafter, the “Currency Conversion Service Provider“) may specify or apply from time to time.

4.2 The Merchant agrees that:

subject to the availability of the desired currency, and unless NETS decides otherwise by written notice, any currency conversion shall be based on the prevailing dynamic MYR and SGD currency conversion rate as applied by the Currency Conversion Service Provider; and
the conversion rates stated will apply to both the amounts to be deducted or paid into the Merchant’s account, and to the relevant merchant discount rate or any fees as may be applicable in connection with the use of the Paynet Cards for the processing of Transactions.

5. REGULATORY LIMITATIONS

5.1 The Merchant agrees that the provision of any functionality or services in connection with the processing of Transactions in by Paynet Cards is subject to, at all times, regulatory approval or licensing by both the MAS and its Malaysian counterpart (“Malaysian Regulator“).

5.2 In the event that any legal or regulatory development issued by (or in relation to) MAS or the Malaysian Regulator renders (in NETS’ sole and absolute opinion) the provision of the Malaysian Bank Issued Cards Payment Service no longer feasible or desirable, the Merchant agrees that NETS may terminate or cease the provision of such Malaysian Bank Issued Cards Payment Service, or introduce modifications or variations to this Commercial Agreement in accordance with Clause 24 of the Standard T&Cs.

6. OTHER OBLIGATIONS

6.1 The Merchant shall abide by any system of controls or checks as may be implemented or prescribed by NETS for maintaining confidentiality and security in relation to the operation of any data in connection with the processing of Transactions by Paynet Cards.

6.2 The Merchant agrees that it will retain all documents relating to Transactions processed using a Paynet Card, including but not limited to any documentation as may evidence the Transaction and/or assist in settlement and reconciliation and immediately provide a copy of the same to whenever requested by NETS in writing.

6.3 The Merchant acknowledges that NETS may, from time to time, assume control of and prescribe directions, rules or requirements in respect of any exception handling or dispute handling process, and the Merchant agrees to comply with any such directions, rules or requirements as prescribed from time to time.

Annex 12: NETS Click Service

The terms and conditions in this Annex 12 (“NETS Click Terms“) apply to and govern the Merchant’s use of the NETS Click function with the Merchant App (as defined below) (the “NETS Click Service“), in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time. NETS Click is owned and operated by NETS.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Acceptance”	(In relation to Integration Work by the Merchant) NETS having issued an Acceptance Certificate unconditionally in respect thereof, upon being satisfied that the same meets or exceeds relevant Acceptance Criteria (and “Accepted” shall be construed accordingly).
“Acceptance Certificate”	The form of certificate served on the Merchant by NETS to acknowledge Acceptance.
“Acceptance Criteria”	(In relation to Integration Work by the Merchant) the criteria established by NETS to test that the same performs in such a manner that is in compliance with the Requirement Specifications.
“Acceptance Test”	The tests to be carried out by the Merchant in accordance with these NETS Click Terms to ensure that the Merchant App and Integration Work meet or exceed the Acceptance Criteria (and “Acceptance Testing” shall be construed accordingly).
“Acceptance Test Issue”	Issues identified by either Party during the conduct of the Acceptance Tests where Integration Work by the Merchant does not meet the Requirement Specifications.
“API”	Application Programming Interface, a set of routines, protocols and tools that constitute an interface, or facilitate interaction between systems.
“Background IPR”	Any and all Intellectual Property Rights that are owned by or licensed to either Party and which are or have been developed independently of these NETS Click Terms (whether prior to the Commencement Date of the NETS Click Service or otherwise), including Merchant Background IPR and the NETS Background IPR.
“Conditional Acceptance”	Acceptance by NETS of Integration Work by the Merchant, or any part thereof, provided that all relevant conditions agreed between the Parties in accordance with Requirement Specifications are met (and “Conditions” and “Conditionally Accept” shall be construed accordingly).
“Consents”	All permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the development and deployment of the Integrated System.
“Delay”	A delay in achievement of a Milestone.
“Deliverables”	Any work product, hardware, equipment and/or software to be supplied by a Party as part of the Integration Work (and “Merchant Deliverables” shall have corresponding meanings).
“Encumbrance”	Any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect and “Encumbered” means the creation of any Encumbrance.
“Foreground IPR”	Any and all Intellectual Property Rights (but excluding the Background IPR) generated in the course of the use of the NETS Click Service.
“Implementation Plan”	The implementation plan, as may be updated by Parties from time to time, pursuant to which each Party shall carry out its obligations.
“Integrated System”	In combination, Merchant App System, NETS Click System, any Implementation Work, each and together as integrated and deployed for the execution and operational use in the Project.
“Integrated System IPR”	Any and all Foreground IPR generated by NETS and/or the Merchant in connection with executing the Integration Work in respect of the Integrated System, including any future developments and enhancements that NETS and/or the Merchant may build and/or introduce.
“Integration Work”	The integration work to be executed in order to integrate the Merchant App System and NETS Click System and for the development and deployment of the Integrated System.
“IPR Claim”	Has the meaning ascribed to it in Clause 2.6 of this Annex.
“Merchant App”	The Merchant’s application which is used by Users in respect of the Merchant’s Goods and Services.
“Merchant App System”	The system used for the Merchant App, which, in conjunction with the NETS Click System, facilitates the User’s Transactions involving NETS Click.
“Merchant Background IPR”	Any and all IPRs that are owned by or licensed to Merchant and which are or have been developed independently of these NETS Click Terms whether prior to the Commencement Date of the NETS Click Service or otherwise, including all Intellectual Property Rights in and to Merchant Technology, Merchant Data, Merchant App System and Merchant Trade Marks.
“Merchant Data”	All data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to NETS by the Merchant pursuant to these NETS Click Terms, or which NETS processes, hosts or stores for or on behalf of the Merchant under these NETS Click Terms.
“Merchant Technology”	The software owned by or licensed to the Merchant, including software relating to Merchant App, the Merchant App System and any Third Party Software, which may be required for the purposes of executing the Merchant’s obligations or facilitating NETS’ collaboration with the Merchant, under these NETS Click Terms.
“Merchant Trade Marks”	The trademarks set out in the Merchant’s application and/or any other trade mark which the Parties agree to include from time to time.
“Merchant User Token” or “MUT”	The token (and any associated User data) issued through the Integrated System for use by the Merchant App System as means of authenticating the User in processes which effect User’s Transactions or activities involving the interoperation between the Merchant App System and the NETS Click System.
“Milestone”	An event or task described in the Implementation Plan which, if applicable, shall be completed by the relevant Milestone Date.
“Milestone Date”	The date set against the relevant Milestone in the Implementation Plan, by which the Milestone shall be completed.
“Moral Rights”	The rights as described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any law, that exist or that may come to exist, anywhere in the world, in relation to any works or other subject matter.
“Mutual Transport Layer Security” or “MTLS”	The security configuration that enables two-way authentication between NETS and the Merchant by means of digital X.509 certificates.
“NETS Background IPR”	Any and all Intellectual Property Rights that are owned by or licensed to NETS and which are or have been developed independently of these NETS Click Terms whether prior to the Commencement Date of the NETS Click Service or otherwise, including the Intellectual Property Rights in and to the NETS Technology, NETS Data and NETS Marks.
“NETS Click Refund”	A feature of the NETS Click service for facilitating partial and/or full refunds for Goods and Services provided by the Merchant.
“NETS Click Service”	Has the meaning given to it in the preamble.
“NETS Click System”	The system and network belonging to and operated by NETS and upon which NETS Click would be operating on.
“NETS Click Terms”	Has the meaning given to it in the preamble.
“NETS Data”	All data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to the Merchant by NETS pursuant to these NETS Click Terms, or which the Merchant generates, processes, hosts or stores for or on behalf of NETS under these NETS Click Terms.
“NETS Technology”	All software owned by or licensed to NETS, including any software arising from or in connection with the NETS Click System, excluding the Integrated System.
“Open Source Software”	Any software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition.
“Parties”	NETS and the Merchant, and “Party” means either one of them.
“Personnel”	All employees, staff, other workers, agents and consultants of a Party who are engaged to perform the respective Party’s obligations under these NETS Click Terms.
“Project”	The integration and establishment of interoperability between the Merchant App and NETS Click with the purpose of integrating the NETS Click service on the Merchant App.
“Requirement Specifications”	The functional and non-functional requirements of the Integrated System, which includes: (a) requirements as specified by NETS in writing, in its sole and absolute discretion, from time to time; and (b) requirements and standards specified for NETS Click compliance.
“SDK”	Software Development Kit.
“Term”	The term commencing from the Commencement Date of the NETS Click Service until such time as the NETS Click Terms and/or the NETS Click Service is terminated.
“Third Party Software”	Software which is proprietary to any third party and that is licensed to the Merchant, excluding, for the avoidance of doubt, any software owned by or licensed to NETS.
“Transaction”	A payment transaction effected by a User via the NETS Click function on the Merchant App.
“User”	A Cardholder who uses the Merchant App together with NETS Click and the Integrated System.
“Viruses”	Any program, routine, device or other feature, including a time bomb, automatic shut-down, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door, or other harmful code or device which: (a) is designed to delete, disable, deactivate, provide unauthorised access to, interfere with or otherwise harm any software, program, data, device, system or service; (b) is intended to provide unauthorised access or to produce unauthorised modifications; or (c) causes any component of the Integrated System to become inoperable or otherwise incapable of being used in the full manner for which it is created for.

1. IMPLEMENTATION & INTEGRATION OF THE MERCHANT APP SYSTEM WITH THE INTEGRATED SYSTEM

1.1 Each Party shall execute Integration Work in accordance with the Implementation Plan and the Milestones set out therein.

1.2 The Merchant shall ensure that it, the Merchant App System, Merchant Deliverables, and its Integration Work complies with all Requirement Specifications and ensure that the same meets all Acceptance Criteria in all Acceptance Tests, to achieve Acceptance and the issuance of an Acceptance Certificate by NETS in accordance with the terms of these NETS Click Terms.

1.3 Upon successful completion of the Acceptance Tests, each Party shall jointly monitor the deployment with the other Party. The Merchant shall use its best efforts to refine or update Merchant App System pursuant to such reasonable requests as NETS may require to ensure that the Merchant App System, in interoperation and integration with the Integrated System, meets such operational criteria that the relevant Governmental Authorities and/or NETS may issue and/or require, at their sole and absolute discretion from time to time, and remains in conformity with the Requirement Specifications.

1.4 The Merchant agrees that NETS and the Integrated System shall be subjected to the monitoring, reporting and review by the Governmental Authorities as part of the Project, and shall provide all assistance to the same at NETS’ request.

1.5 The Parties shall each appoint a project manager to assume overall responsibility for their respective roles and obligations under these NETS Click Terms, with responsibility and authority to decide on all administration, technical and other matters relating to each Party’s obligations under these NETS Click Terms. The respective scope of responsibility of each Party’s appointed project manager will include the following:

co-ordinating all development work in respect of the Implementation Plan and/or Acceptance Tests, including overseeing the performance and quality thereof;
arranging and attending (personally or by representative), at each Party’s own cost, progress meetings and other meetings at intervals and locations as agreed between the Parties from time to time, to discuss developments and seek to resolve any issues arising. The Parties’ respective project managers shall use all reasonable endeavours to resolve issues arising under these NETS Click Terms, but shall refer all problems which are outside their ordinary authority to resolve to appropriate members of the Parties’ senior management;
day-to-day liaison between the Parties; and
such other matters as may be agreed between the Parties from time to time.

1.6 Either Party may replace its appointed project manager at any time on prior written notice to the other Party.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 With effect from the Commencement Date of the NETS Click Service:

NETS shall grant to the Merchant, a limited, non-exclusive, royalty-free, non-transferable, non-sub-licensable, revocable licence during the Term to use NETS Background IPR for the purposes of fulfilling its obligations under these NETS Click Terms and for no other purpose;
the Merchant shall grant to NETS a royalty-free, transferable, sub-licensable, non-exclusive, and irrevocable licence during the Term to use, reproduce, adapt, modify, make derivatives and otherwise exploit Merchant Background IPR in connection with the operation, development, maintenance and use of the Integrated System and any other purposes contemplated under these NETS Click Terms.

2.2 Each Party agrees and acknowledges that each Party shall retain all right, title and interest in and to the respective Party’s Background IPR and that these NETS Click Terms do not transfer or assign any ownership of any Background IPR of either Party to the other Party.

2.3 Subject to Clause 2.2, the Parties hereby irrevocably agree, undertake and consent that:

all right, title and interest to the Integrated System IPR, shall be retained by and vest absolutely in NETS to the exclusion of the Merchant for the full duration of all such rights and all throughout the world, free from any Encumbrances;
to the extent that if notwithstanding the foregoing, any part of the Integrated System IPR shall at any time accrue to the Merchant by operation of law or howsoever otherwise, and whether vested, future and/or contingent, the Merchant irrevocably agrees that any and all such Integrated System IPR are and shall be assigned to NETS immediately upon the vesting of such Integrated System IPR in NETS, such that NETS shall become entitled to all right, title and interest in and to the same; and
where sub-clause (b) above applies, the Merchant shall procure that any Moral Rights comprised in the Integrated System IPR shall be waived, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.

2.4 All rights not expressly granted to the Parties under these NETS Click Terms are reserved unto each of the Merchant and NETS respectively (as the case may be).

2.5 Except as may be expressly stated in these NETS Click Terms, nothing in these NETS Click Terms shall be construed as NETS granting or conferring any rights to the Merchant by licence or otherwise, expressly or impliedly, prior to or after the Commencement Date of the NETS Click Service.

2.6 Each Party shall promptly notify the other Party in writing of any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Rights used in connection with these NETS Click Terms (“IPR Claim“). Upon written request by a Party, the other Party shall cooperate with and provide reasonable assistance to the requesting Party in relation to the conduct or defence of such claim, at the cost and expense of the requesting Party.

2.7 In the event that there is any IPR Claim arising in connection with NETS’ use or interaction with any of the Merchant App System, Merchant Deliverable or Integration Work by the Merchant, the Merchant shall, at its own cost and expense, either:

procure for NETS the right to continue using the part of the material which is subject to the IPR Claim; or
replace or modify, or procure the replacement or modification of, such material, provided that:
1. the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; and
2. the replaced or modified item does not have an adverse effect on the Integrated System, provided always that the terms of these NETS Click Terms shall also apply to the replaced or modified item;

as NETS may require, without prejudice to any of NETS’ other rights or remedies at law and/or in equity.

2.8 If the Merchant elects to procure a licence in accordance with Clause 2.7(a) or to modify or replace a material pursuant to Clause 2.7(b), but this does not avoid or resolve the IPR Claim, then NETS may terminate these NETS Click Terms by written notice with immediate effect.

2.9 This Clause 2 shall survive the expiry, suspension or termination of this Commercial Agreement for any reason whatsoever. In addition, any licence granted by the Merchant pursuant to Clause 2.7(a) shall survive the expiry or termination of this Commercial Agreement for any reason whatsoever.

3. INTEGRATION WORK

3.1 The Merchant shall carry out Integration Work in a timely and diligent manner, and ensure that each task or Milestone in the Implementation Plan is achieved by the applicable Milestone Date.

3.2 If at any time, the Merchant becomes aware that it will not (or is unlikely to) successfully achieve any Milestone by the applicable Milestone Date, it shall within a reasonable time notify NETS in writing of such Delay, the reasons for the Delay, the consequences of the Delay for the rest of the Implementation Plan and how the Merchant proposes to mitigate this Delay. The Merchant shall deploy all reasonable resources and efforts, and take all reasonable steps, to eliminate or mitigate the consequences of the Delay.

3.3 In the event that there is a dispute about or arising out of a Delay, the Parties shall use their best endeavours to resolve the causes of, and mitigate the effects of, the Delay.

3.4 At all times, the Merchant shall ensure that:

the Merchant’s Personnel is suitably qualified, adequately trained and capable of performing the Merchant’s obligations under these NETS Click Terms and that there is an adequate number of Personnel;
only those Personnel who are authorised by the Merchant are involved in the Integration Work; and
the Merchant’s Personnel complies with all policies and procedures of NETS in performing the Merchant’s obligations under these NETS Click Terms.

3.5 In the event that, in the reasonable opinion of NETS, any member of the Merchant’s Personnel is unqualified or unsuited for the performance of the Merchant’s obligations under these NETS Click Terms, NETS may request that the Merchant remove and replace that member. The Merchant shall, upon receiving such request, ensure such Personnel member is removed and replaced promptly with another suitably qualified and adequately trained Personnel member.

3.6 Each Party shall ensure and procure that it has obtained or shall obtain all necessary Consents for the performance of its obligations pursuant to these NETS Click Terms.

4. NETS’ OBLIGATIONS

4.1 NETS agrees that it shall grant such access to the NETS Click System (or parts thereof), NETS Data or NETS’ APIs as may be relevant and necessary to allow the Merchant to perform its obligations under these NETS Click Terms or operate its role within the Integrated System.

4.2 NETS may from time to time, at its sole and absolute discretion, release updates to the NETS Click System (or parts thereof) by releasing a new SDK and/or a new API by notifying the Merchant.

5. MERCHANT’S OBLIGATIONS

5.1 The Merchant agrees and undertakes to NETS that it shall grant NETS access to the Merchant App System (or parts thereof), Merchant Data or Merchant’s APIs as may be relevant and necessary to allow NETS to perform its obligations under these NETS Click Terms or operate its role within the Integrated System.

5.2 The Merchant shall not, without prior written approval by NETS, vary, update or modify the Merchant App System (or parts thereof), Merchant Data or Merchant’s APIs or any Merchant Deliverable in any way which would deviate from or result in a variance or non-compliance from the Requirement Specifications. In the event that NETS gives its prior written approval, the Merchant shall ensure that such variation, update or modification will not adversely impact (at any time, to any degree and in any way) the functioning of the Integrated System.

5.3 The Merchant shall not do anything, or omit to do anything, which would cause or permit NETS to become in any way liable for any issues or disputes between the Merchant and the User of the Merchant App, the Merchant’s Goods and Services, the Merchant’s customers and/or NETS Cardholders in connection with:

any issues relating to the interface, functioning, security, performance or other aspect of the Merchant App;
any issue relating to the Goods and Services provided by Merchant or transaction or agreement in respect thereof; and/or
any Loss of any kind (except death or personal injury for which NETS is legally liable), arising from or in connection with an end-user’s use of the Merchant App, the terms and conditions of the Merchant App, the Merchant App System, and any transactions or dealings with third parties conducted or facilitated through or in connection with the Merchant App.

5.4 For the avoidance of doubt, the Merchant shall be solely and fully responsible for the Merchant App, Merchant App System, Merchant Data, Merchant’s APIs, Merchant’s Deliverables, Merchant’s Goods and Services (including delivery, support, refunds, returns and any other ancillary services or products) as well as all dealings with the Merchant’s customers, the Merchant’s business partners (including any payment settlements between the Merchant and its business partners) and/or NETS Cardholders. Under no circumstances shall it be construed that NETS is a contracting party to any transaction between (on the one hand) the Merchant and (on the other hand) any of the Merchant’s customers and/or NETS Cardholders, or that NETS endorses, sponsors, certifies, or is involved in the provision of such Goods and Services obtained and/or purchased through the Integrated System and NETS shall not be liable in any way for any goods obtained and/or purchased from or services rendered by any third party (including the Merchant), which shall be the sole responsibility of such relevant third party.

5.5 The Merchant shall not do anything, or omit to do anything, which would interfere with the interface, security, transaction flow or any other aspect of NETS Click or the NETS Click System including while functioning within or in interface with the Merchant App and the Merchant App System.

5.6 Unless otherwise agreed in writing between the Parties, the Merchant agrees and undertakes to make timely payment of all applicable Service Fees to NETS for the provision of the NETS Click Service.

5.7 The Merchant agrees and undertakes that NETS Click shall not be enabled on the Merchant App for the purposes of allowing Users to top up any e-wallets or stored value facilities.

5.8 The Merchant agrees and undertakes that it shall regularly update and install the new SDKs or APIs released by NETS from time to time for NETS Click. NETS shall not be held responsible nor liable by the Merchant for any incompatibilities between any new SDKs or APIs released by NETS and the Merchant App, including but not limited to where the Merchant has not regularly updated nor installed the SDKs and/or APIs released by NETS.

5.9 The Merchant agrees and undertakes that it shall keep track of the expiry dates of the digital certificates required to enable the Merchant App System to access the NETS Click System (including, but not limited to, the server and client certificates used for Mutual Transport Layer Security authentication), and shall provide NETS with the renewed certificate details at least four (4) weeks prior to the certificate expiry date. NETS shall not be held responsible nor liable by the Merchant for any service availability issues due to a delay in the Merchant providing the renewed certificates details to NETS.

5.10 The Merchant agrees to not dispute or raise any objections to transactions which are rejected by NETS as NETS shall, in its sole and absolute discretion, determine whether the transactions possess security threats or fraud risks to the NETS System.

6. REFUNDS

6.1 The Merchant undertakes to establish or maintain a fair policy of refunds to NETS Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by the Merchant. Such refund policies shall be disclosed to NETS Cardholders at the time of purchase. The Merchant shall also permit returns and refunds to any NETS Cardholder the price paid for any Goods and Services purchased or procured from the Merchant which are unsatisfactory to NETS Cardholder in accordance with such policies and requirements as may be prescribed by NETS from time to time.

6.2 For the avoidance of doubt, the following applies to any refund to NETS Cardholders that is to be executed:

the refund is to be credited back to the originating source of funds;
the refund will only be available where the original transaction took place no more than ninety (90) days prior to the relevant refund request;
any partial refund made through NETS Click Refund shall be limited to three (3) requests per original transaction. Any partial refund request exceeding the stipulated limit per original transaction shall be made by submitting the prescribed refund form to NETS evidencing such refund;
the refund amount shall not exceed the original transaction value;
the total refund amount shall not exceed the Merchant’s sales received on the same day at the point of refund request; and
the Merchant’s total sales less total successful refunds shall not be negative.

6.3 If any Goods and Services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a transaction or any part thereof in favour of the NETS Cardholder for any reason, the Merchant shall make cash refund to the NETS Cardholder through NETS Click Refund or by submitting the prescribed refund form to NETS evidencing such refund or adjustment, and the Merchant further agrees that all refunds requests once received by NETS shall not be recalled, cancelled, withdrawn or amended. The prescribed refund form submitted to NETS shall include all of the following details:

the name of the Merchant from which the Goods and Services to which the refund relates are purchased;
the address of the Merchant;
the Transaction amount and stating whether such amount will be debited from or credited to that Card account;
the Transaction currency;
the Transaction Date (or credit preparation date);
the unique Transaction identification number; and
amount of the credit in sufficient detail to identify the relevant Transaction.

6.4 The Merchant agrees that where multiple or excess payments have been effected by or on behalf of NETS Cardholders in respect of any Transaction, whether through the Services or through any other existing system of payment, the Merchant shall refund or reimburse such NETS Cardholders for such excess payments made.

6.5 The Merchant agrees that NETS shall be entitled to deduct such refunded sums against amounts received through the Merchant’s sales by NETS as part of the daily settlement transactions. Additionally, the Merchant shall, if NETS so requires, pay to NETS on demand the full amount of any refund granted or made to NETS Cardholder within three (3) working days from such NETS’ request pursuant to Clause 6.1.

6.6 The Merchant shall be solely and fully liable for any Transaction and/or refund costs which may be incurred from any refunds, including without limitation any Service Fees paid and/or payable to NETS in connection with the refunded Transaction.

7. DISPUTES

7.1 NETS shall not be involved in any dispute or claim that may arise between NETS Cardholders and the Merchant, unless the said dispute or claim relates specifically to the use of the NETS Click System in which case the same shall be subject to the relevant terms and conditions governing the use of the NETS Click System prevailing from time to time (including without limitation the terms of this Clause 7) and the dispute or claim was notified to NETS within ninety (90) days of the Transaction Date.

7.2 Notwithstanding the foregoing, NETS may in its sole and absolute discretion, but is not obligated to, assist in the resolution of any dispute between the Merchant and any NETS Cardholders upon the Merchant’s written request, provided that both the Merchant and the relevant NETS Cardholders undertake in writing that NETS’ determination of the dispute or claim shall be final and conclusive.

7.3 Without prejudice to the foregoing, in the event where NETS chooses to assist in the resolution of a dispute or claim pursuant to Clause 7.2, then the Merchant shall, and shall procure the Merchant’s Participating Bank, to:

furnish and provide all the particulars relating to the Merchant’s Bank Account in connection with the Transaction that is in dispute or is the subject of a claim; and
provide such documents and/or information as requested by NETS, including without limitation the records of the Transaction, within such time period as specified by NETS, failing which, NETS has the sole and absolute discretion to determine the dispute or claim without reference to the records of the Transactions provided by the Merchant.

7.4 Notwithstanding any other provision of these NETS Click Terms and/or any authorisation which has been given by the bank to the Merchant for such Transaction, in the event of any disputes between the Merchant and any third party, NETS shall be entitled, at any time without notice to the Merchant and at its sole and absolute discretion and without liability or disclosing or assigning any reason to the Merchant, to (i) refuse full or partial payment of the disputed sums to the Merchant for the amount of a Transaction; (ii) set off such disputed sums against any settlement amounts payable by NETS to the Merchant; and/or (iii) seek immediate reimbursement of such disputed sums from the Merchant and/or the Merchant’s bank or the Merchant’s Bank Account (in which case such disputed sums are to be deposited to the specified NETS’ bank account within five (5) working days), including without limitation, disputes (or allegations) which relate to any of the following:

fraud;
lost or stolen payment cards, credentials, tokens or other means of authenticating payment authorisations in connection with the Transaction;
authorisation of the Transaction;
person that in fact effected the Transaction;
late or inappropriate presentation of any card, credentials, tokens or other means of authenticating payment;
incorrect Transaction details including incorrect codes, currencies, amounts, account numbers;
duplicate processing;
payment by other means rendering payment under the Transaction invalid or duplicated;
the submission of invalid data by any party to the Transaction or their representatives or acquirer or issuer (as the case may be);
non-receipt of Goods and Services;
the Goods and Services sold by the Merchant are returned or rejected by a NETS Cardholder for any reason whatsoever, including any exercise of the NETS Cardholder’s rights under the Consumer Protection (Fair Trading) Act 2003;
in NETS’ reasonable opinion, the NETS Cardholder justifiably disputes liability for the Transaction for any reason;
cancellations including cancellations of recurring charges, and cancellations of order for Goods and Services;
receipt of counterfeit merchandise;
misrepresentation; and/or
there has been a breach by the Merchant of any of its obligations under the provisions of these NETS Click Terms not specified in this Clause 7, or of any other agreement entered into between the Merchant and NETS, or of any other obligation whatsoever owed by the Merchant to NETS whether related to these NETS Click Terms or otherwise, or any Applicable Law.

7.5 Without prejudice to any of the foregoing, the Merchant acknowledges and agrees that NETS shall be entitled to issue warnings, impose additional administrative charges or such other actions as may be required if the number of disputes or claims between NETS Cardholders and the Merchant exceeds the prescribed thresholds (as prescribed by NETS in Schedule 1 to this Annex, which may be amended by NETS from time to time). NETS shall also be entitled to set off such administrative charges against any settlement amounts payable by NETS to the Merchant.

7.6 The Merchant hereby expressly and irrevocably permits and authorises NETS as well as any of its Representatives to debit and/or instruct the Merchant’s bank to debit from the Bank Account such amounts as may be required for the purposes of this Clause 7 as NETS deems necessary or expedient in its sole and absolute discretion without prior reference to the Merchant.

8. ACCEPTANCE OF MERCHANT APP SYSTEM, MERCHANT DELIVERABLES AND INTEGRATION WORK

8.1 This Clause 8 shall apply in connection with any Acceptance Testing to be conducted in respect of the Merchant App System, Merchant Deliverable or Integration Work by the Merchant.

8.2 The Merchant shall conduct the Acceptance Tests in respect of the Merchant App System, Merchant Deliverable or Integration Work by the Merchant. The Merchant shall ensure that the Merchant App System, Merchant Deliverable or Integration Work by the Merchant is ready for the commencement of the Acceptance Tests and shall issue to NETS a written notice that the same is ready for such testing.

8.3 If the Merchant App System, Merchant Deliverable or Integration Work by the Merchant meets all Acceptance Criteria, NETS will notify the Merchant in writing by way of issuance of an Acceptance Certificate.

8.4 If any Acceptance Test Issues are identified in the course of Acceptance Testing, NETS may, by written notice to the Merchant within thirty (30) days after the conduct of the first Acceptance Test:

request a further repeat test; or
conditionally accept the Merchant App System, Merchant Deliverable or Integration Work by the Merchant (or any part of the foregoing thereof) subject to such change of Acceptance Criteria, after taking into account all the relevant circumstances.

8.5 Each Party hereby warrants to the other Party that it shall, during the Term, cooperate with and provide to the other Party, at Party’s own cost, with all such assistance as may from time to time reasonably be required by either Party in the process of Acceptance Testing.

9. USE OF MARKETING COLLATERAL WITHIN MERCHANT APP

9.1 Subject always to the terms and conditions of these NETS Click Terms and the due and timely performance by the Merchant of its obligations under these NETS Click Terms, upon written request from the Merchant, NETS agrees to (a) exercise reasonable endeavours to provide the Merchant with a digital copy of the relevant NETS Marks, and (b) grants to the Merchant a limited, non-exclusive, revocable, royalty-free, non-sub-licensable and non-transferable licence to use the NETS Marks solely in connection with the marketing and promotion of the availability of the NETS Click Service in the Merchant App. All rights not expressly granted by NETS to the Merchant in connection with the NETS Marks pursuant to these NETS Click Terms are hereby reserved unto NETS.

9.2 The Merchant hereby grants to NETS a non-exclusive, irrevocable, royalty-free, sub-licensable and transferable licence to use the Merchant Trade Marks in connection with the marketing and promotion of the Integrated System. All rights not expressly granted by the Merchant to NETS in connection with the Merchant Trade Marks pursuant to these NETS Click Terms are hereby reserved unto the Merchant.

9.3 The Parties agree that all goodwill and other rights, if any, generated or associated with the use of each Party’s Trade Marks by the other Party in the course of the performance of its obligations under these NETS Click Terms will at all times be deemed to have accrued and enured to the sole benefit of the Party which is the owner of the Trade Marks.

9.4 Each Party warrants, represents and undertakes to the other Party that during the Term:

each Party’s Trade Marks are used and applied in accordance with any notices and guidelines which each Party may notify to the other Party from time to time;
each Party’s Trade Marks shall not be used in any manner which:
1. would bring into disrepute or otherwise reduce or diminish the goodwill, reputation, image or prestige of each Party or each Party’s Trade Marks;
2. would or might jeopardise or invalidate each Party’s registration or application for registration of each Party’s Trade Marks;
3. might assist or give rise to any application to remove each Party’s Trade Marks; or
4. which would otherwise prejudice or be inconsistent with each Party’s rights, title and interest in each Party’s Trade Marks;
act conscientiously and in good faith and use best efforts to engage in advertising and marketing with all due care and diligence; and
give due consideration to all concerns of the other Party and generally (without prejudice to any other obligations in these NETS Click Terms) to act in such manner as it thinks best to fulfil its obligations under these NETS Click Terms.

9.5 Each Party shall not hold itself out in any way as having the authority to bind the other Party in any way, or permit any third party or other person to assume or believe the same and shall not act in a way which will incur any liabilities on behalf of the other Party nor to pledge the credit of the other Party.

10. PERSONAL DATA & MERCHANT USER TOKEN

10.1 For the purposes of this Clause 10, “process” (and its cognates) shall have the meaning ascribed to it in the PDPA.

10.2 Each Party shall duly observe all the requirements under the PDPA in connection with these NETS Click Terms, and that it shall not, in respect of Personal Data to be processed under or in connection with these NETS Click Terms, do any act or make any omission which puts NETS in breach of its obligations under the PDPA. Each Party acknowledges and agrees that where the Processing of any Personal Data is carried out by NETS and/or NETS’ service providers on the Merchant’s behalf, NETS and its service providers are data intermediaries within the meaning of the PDPA.

10.3 Without prejudice to the generality of Clause 10.2, in respect of Merchant Data, the Merchant shall obtain all the consents necessary and/or otherwise complying with requirements to establish a lawful basis for the disclosure of Merchant Data to NETS, for the collection, use, and disclosure and processing of such Merchant Data by NETS for the purposes contemplated under these NETS Click Terms.

10.4 The Merchant shall ensure that the MUT is securely stored and/or used at all times and undertake best efforts to secure the MUT from being misappropriated or misused. The Merchant agrees to alert NETS promptly of possible incident (including any security breaches, alerts or other indications that there may have been unauthorised or unsecure storage, access, disclosure or use of the MUT).

10.5 This Clause 10 shall survive the expiry, suspension or termination of these NETS Click Terms for any reason whatsoever.

11. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

11.1 Without prejudice to the generality of Clause 7 of the Standard T&Cs, the Merchant hereby warrants, represents and undertakes to NETS that:

no steps have been taken by the Merchant nor have any legal proceedings been started or threatened for its winding up or for the appointment of a receiver, trustee or similar officer of any of its assets;
it is not engaged in any pending, threatened or on-going litigation or arbitration proceedings, whether as plaintiff, defendant or otherwise, or regulatory or administrative investigation or proceedings which may affect the Merchant’s performance of its obligations under these NETS Click Terms;
it is not aware of any event that may entail the Merchant defaulting on its obligations under these NETS Click Terms;
it has, and will continue to hold and maintain all necessary Consents (including, if its circumstances and/or procedures so require, the consent of its parent company) necessary for the performance of its obligations under these NETS Click Terms;
the Merchant App System, Merchant Data, Merchant Deliverables or Integration Work, and Merchant Background IPR shall at all times be free from Viruses;
if the Merchant uses Open Source Software as part of Merchant Technology, the Merchant shall:
1. not use Open Source Software to interact with NETS Technology in a manner that is non-compliant with these NETS Click Terms;
2. ensure that any such use does not infringe (or cause NETS to infringe) the IPR of any person;
3. ensure that such use is licensed under terms that do not impose any obligations or restrictions on NETS or otherwise conflict with these NETS Click Terms;
4. ensure that the Open Source Software is compatible with any and all requirements and standards of the NETS Technology and/or merchant App System that NETS may specify from time to time;
5. ensure that the Open Source Software does not introduce Viruses and/or vulnerabilities into the NETS Technology environment;
6. (in addition to Clause 13 of the Standard T&Cs) indemnify the NETS Group and its Representatives fully for all Losses directly or indirectly arising from or associated with using such Open Source Software;
7. should any audit or security incidents arise in relation to NETS Click, provide to NETS upon NETS’ demand, full details of the Merchant Technology which includes such Open Source Software and in what manner it is included, together with full details of which licence(s) apply to such Open Source Software and all security and risk management frameworks and assessments performed in relation to the Open Source Software used; and
8. implement appropriate and effective security patches in a timely fashion, to adequately remediate and mitigate any reported vulnerabilities arising from the risks of the use of Open Source Software;
it has, and will continue to have, all necessary rights in and to the Merchant Deliverables;
all Merchant Deliverables used by or on behalf of NETS pursuant to these NETS Click Terms will:
1. be currently supported versions of those Merchant Deliverables;
2. be free of Viruses, material defects and errors; and
3. perform in accordance with the user manuals and the published specifications for such Merchant Deliverables;
the provision of Merchant Deliverables in connection with these NETS Click Terms and the Merchant’s use thereof does not infringe any rights of any third party (including Intellectual Property Rights) and shall not expose NETS to any claim, action or proceeding, including any IPR Claim;
the use of the Merchant Deliverables by NETS in any way, including performance of the Integration Work shall not do or cause or permit anything which may damage or adversely affect NETS Background IPR or the Integrated System IPR, or NETS’ title to NETS Background IPR or the Integrated System IPR or NETS’ ability to exploit NETS Background IPR or the Integrated System IPR, nor assist or allow others to do so;
it will execute all documents and do all such acts as NETS may require to perfect the assignment of any Integrated System IPR and/or any right, title and interest under these NETS Click Terms;
it has not relied on any undertaking, conduct or representation from or on behalf of NETS except as expressly set out in these NETS Click Terms;
it has entered into these NETS Click Terms based on its own independent judgment and evaluation after having had the opportunity to take legal advice and has not been induced to enter into these NETS Click Terms; and
it shall discharge its obligations pursuant to these NETS Click Terms with all due skill, care and diligence.

11.2 Without prejudice to the foregoing, NETS hereby warrants, represents and undertakes to Merchant that it shall discharge its obligations pursuant to these NETS Click Terms with all due skill, care and diligence, and that it shall use its best endeavours to ensure that NETS’ systems, data, deliverables or integration work, background IPR shall at all times be free from Viruses.

11.3 All NETS Background IPR and/or NETS Data provided to or licensed by NETS to the Merchant under these NETS Click Terms are provided on an “as-is” basis. Any conditions, warranties or other terms in respect of such Intellectual Property Rights implied by statute or common law are excluded from these NETS Click Terms to the fullest extent permissible by Applicable Law, including without limitation, any implied warranty of merchantability or fitness for any particular purpose or any warranty that any use of any Intellectual Property Rights will not infringe or violate any Intellectual Property Rights of any other third parties.

12. LIMITATION OF LIABILITY

12.1 Notwithstanding any other provision of these NETS Click Terms, and without prejudice to the generality of Clause 14 of the Standard T&Cs, in no event shall NETS be liable for:

any loss, damage or expense caused by or attributable in whole or in part to the Merchant’s own act, omission, default or failure to perform its obligations hereunder;
any indirect, incidental, consequential, special or exemplary costs, claims, expenses, loss or damages, even if informed of the possibility of such costs, claims, expenses, loss and damage;
any loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment;
any access and/or use of the NETS Background IPR and/or NETS Data by any third parties purporting to be the Merchant or purporting to act under the Merchant’s authority;
any matters or Losses disclaimed in these NETS Click Terms; and/or
any matters related to any disputes between any of NETS Cardholders and the Merchant.

12.2 NETS’ maximum liability for all claims, suits, demands, actions or other legal proceedings under, arising out of or relating to these NETS Click Terms, the NETS Background IPR and/or NETS Data, the NETS Click System and/or NETS Click Service, whether based on an action or claim in contract, negligence, tort or otherwise, shall not exceed S$100.

12.3 The Merchant agrees and acknowledges that it is the best judge of the value and importance of the Merchant Data, whether in physical form or stored in electronic medium, and the Merchant shall be solely responsible for taking all necessary steps and precautions to ensure, and to maintain in the event of loss for any reason, the integrity and the security of the Merchant Data.

13. EFFECT OF TERMINATION

13.1 Upon the termination of the NETS Click Service and/or these NETS Click Terms (howsoever caused):

all rights and obligations of the Parties under these NETS Click Terms shall cease;
those rights or obligations of the Parties under any provisions which are expressly or by implication intended by the Parties to survive termination, shall survive and continue after termination of these NETS Click Terms and shall bind the Parties, its successors and assignors. Expiry or termination of these NETS Click Terms shall not affect or prejudice any accrued right or liability of either Party or any other obligation surviving termination or any rights or remedies of any Party under these NETS Click Terms or at law; and
the Merchant shall deliver to NETS all material relating to NETS Background IPR and NETS’ Personal Data, and all copies of NETS Background IPR and NETS’ Personal Data which are in the possession or control of the Merchant, and shall destroy all remaining copies of such data and information at NETS’ request, and provide NETS’ with confirmation of the same.

13.2 The termination of the NETS Click Service and/or these NETS Click Terms shall not prejudice the rights and remedies of any Party in respect of any breach or antecedent breach by the other Party of any of its obligations under these NETS Click Terms. The termination of the NETS Click Service and/or these NETS Click Terms shall in no way relieve any Party from its obligations to pay the other Party any sums accrued hereunder prior to such termination or expiration.

13.3 Without prejudice to any other rights or remedies NETS may have hereunder or at law, in the event of termination of the NETS Click Service and/or these NETS Click Terms, all Losses reasonably incurred by NETS shall be payable by the Merchant to NETS.

14. GENERAL

14.1 Each Party to these NETS Click Terms shall bear its own legal and other costs and expenses of and incidental to these NETS Click Terms.

14.2 Both Parties shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these NETS Click Terms, to give to the other Party the full benefit of these NETS Click Terms, and to provide such assistance and record as the other Party may reasonably request in connection with any Tax return, Tax investigation or audit, judicial or administrative proceeding or other similar matter relating to the other Party.

14.3 Any date, time or period mentioned in any provision of these NETS Click Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

Schedule 1 to Annex 12 – NETS Click Dispute Monitoring Program Thresholds

	The dispute monitoring program threshold ratio is calculated based on the number of disputes received in the current month divided by the total number of transactions processed in the current month
NETS Click Dispute Monitoring Program Thresholds	Early Warning	Above 10 dispute counts and 0.25% ratio of dispute to transaction count	Where the Merchant is identified and notified in writing that it has exceeded the Early Warning threshold, Merchant is expected to monitor and manage their dispute activity
	Standard	Above 30 dispute counts and 0.5% ratio of dispute to transaction count	Where the Merchant is identified and notified in writing that it has exceeded the Standard and/or Excessive threshold, NETS may, at its sole and absolute discretion, provide a 3-month remediation or workout period for Merchant to reduce the dispute levels to below the Standard and/or Excessive thresholds. Failure to do so will result in dispute handling fees being imposed as follow: From the 4^th to 6^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$25 per dispute until successful remediation. From the 7^th to 9^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$50 per dispute until successful remediation. From the 10^th to 12^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged an administrative fee of S$80 per dispute until successful remediation. Remediation will be considered successful after the Merchant has performed better than the Standard threshold for 3 consecutive months.	No assessment fee
	Excessive	Above 50 dispute counts and 1% ratio of dispute to transaction count		From the 1^st to 6^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, there shall be no assessment fee. From the 7^th to 9^th month from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged a S$2000 monthly assessment fee until Merchant exits from the Excessive threshold. From the 10^th month onwards from the time where Merchant is notified in writing that it has exceeded the Standard and/or Excessive threshold, Merchant shall be charged a S$5000 monthly assessment fee until Merchant exits from the Excessive threshold.

Annex 13: Additional terms applicable to only use of the Multi-Channel Payment Services

The terms and conditions in this Annex 13 (“eNETS Payment Service Terms“) apply to and govern the Merchant’s use and/or provision of the eNETS Payment Services, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “eNETS Payment Service” is an eNETS Service under which Merchants may accept Direct Debit Payments and/or payments from holders of 3rd Party Cards.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Acceptable Use Policy”	The guidelines for acceptable conduct and use of the virtual hosting Credit Card Services by the Merchant published at eNETS’ website as may be amended from time to time;
“Certificates”	Digital certificates issued by eNETS or an eNETS-approved certificate authority to the Merchant for the System to authenticate the Merchant and Merchant Payment Gateway.
“Credit Card Service”	A component of the eNETS Payment Service under which Merchants may accept payments via 3rd Party Cards.
“Data”	Any data, files, messages, computer program code, web content or other information irrespective of form, stored on the System directly or indirectly by, for and on behalf of the Merchant under the Credit Card Services for which the Merchant assumes full responsibility whether for its legality, proprietorship or otherwise.
“Direct Debit Payments”	Payments made via direct debits from the payor’s bank account held with a Participating Bank.
“Direct Debit Service”	A component of the eNETS Payment Service under which Merchants may accept Direct Debit Payments.
“eNETS Payment Service”	Has the meaning given to it in the preamble.
“eNETS Payment Service Terms”	Has the meaning given to it in the preamble.
“eNETS Settlement”	Has the meaning given to it in Clause 3.2 of this Annex.
“Licensed Program”	Any computer program (including source code and corresponding machine-readable object code or other interpreted form) proprietary to eNETS or its licensors, associated documentation, all corrections, modifications and enhancements to such programs provided by eNETS and licensed to the Merchant upon the terms and conditions herein.
“Master Merchant”	Merchants who have been authorised by eNETS to provide the eNETS Services to other Merchants.
“Merchant Payment Gateway”	Software provided by eNETS to the Merchant for connection to the System.
“PB Settlement”	Has the meaning given to it in Clause 3.2 of this Annex.
“Retention Period”	The period commencing from the Commencement Date of the Credit Card Service, and ending six months after the termination of the Credit Card Service (or such other time as eNETS may specify in its sole and absolute discretion).
“System Ready”	The computer software and code and any other required material and data that is in a condition requiring no additional manipulation by eNETS.
“URL”	Universal Resource Locator.

1. AUTHORISATION TO USE THE ENETS PAYMENT SERVICE

1.1 Subject to the terms and conditions of the Standard T&Cs and these eNETS Payment Service Terms, eNETS hereby authorises the Merchant to participate in and use the System and the eNETS Payment Services.

2. UNDERTAKINGS OF MERCHANT/MASTER MERCHANT

2.1 The Merchant acknowledges and accepts that the role of the Participating Bank and/or the 3rd Party Card Scheme operator are separate from that of eNETS under these eNETS Payment Service Terms, and that the Merchant’s adherence or non-compliance with the rules, regulations, policies and 3rd Party Card Scheme Regulations as determined by the Participating Bank and/or the relevant 3rd Party Card Scheme operator from time to time shall not affect its obligations to eNETS under these eNETS Payment Service Terms.

2.2 The Merchant agrees to adhere at all times to the rules, regulations, policies and 3rd Party Card Scheme Regulations as determined by the Participating Bank and/or the relevant 3rd Party Card Scheme operator from time to time. The Merchant agrees that in the event of any non-compliance of any such rules, regulations, policies or 3rd Party Card Scheme Regulations which results in eNETS having to pay the relevant 3rd Party Card Scheme operator and/or the Participating Bank any penalties or such other amount(s) as may be required by the relevant 3rd Party Card Scheme operator and/or the Participating Bank, the Merchant shall fully reimburse eNETS for such payments made by eNETS to the relevant 3rd Party Card Scheme operator and/or the Participating Bank, upon demand.

2.3 The Merchant acknowledges that the Merchant’s failure to keep up to its commitments and obligations under these eNETS Payment Service Terms is actionable by eNETS through legal recourse against the Merchant and that no omission or delay on the part of eNETS in exercising any or part of its rights under these eNETS Payment Service Terms shall operate as a waiver thereof. The Merchant further acknowledges that the Merchant’s failure to keep up to its commitments and obligations under these eNETS Payment Service Terms may constitute a breach of the relevant agreement that the Merchant has entered into with the relevant Participating Bank, and that the relevant Participating Bank may separately take action against the Merchant pursuant to the terms of such agreement.

3. PAYMENTS AND SETTLEMENTS

3.1 Notwithstanding Clause 17.4(a) of the Standard T&Cs, all Transactions shall be made in Singapore Dollars or any other currencies which eNETS may accept from time to time, and subject to a maximum transaction value of S$20,000 (or such other limit that may be permitted by eNETS in writing from time to time).

3.2 Merchants may receive settlements in respect of Transactions effected via the eNETS Payment Services:

from eNETS (“eNETS Settlement“); or
from one (1) or more of the Participating Banks (“PB Settlement“).

3.3 With respect to any eNETS Settlement, the Merchant acknowledges and agrees that:

without prejudice to Clause 9 of the Standard T&Cs, any settlements due from eNETS to the Merchant (in respect of Transactions effected via the eNETS Payment Services) will be processed and paid in such currency as received from the Participating Bank (less all Service Fees and/or Cardholder Fees due and owing to eNETS by the Merchant); and
where the relevant payments (for any eNETS Settlement) are due to be paid to eNETS from a Participating Bank, in the event that eNETS does not receive payment from the Participating Bank for any reason whatsoever, eNETS shall not be liable to the Merchant for such sums.

3.4 With respect to any PB Settlement, the Merchant acknowledges and agrees that in the event that the Merchant does not receive payment from the Participating Bank for any reason whatsoever, eNETS shall not be liable to the Merchant for such sums.

3.5 Any settlements due from eNETS to the Merchant (in respect of Transactions processed by eNETS under the eNETS Payment Service) will be processed and paid by eNETS to the Merchant in accordance with the following timeframes (subject at all times to compliance with Applicable Law):

unless otherwise agreed with eNETS in accordance with sub-clause (b) below:
1. where the Merchant has notified eNETS in writing that it wishes to opt for “automatic daily settlement”, settlement will be effected on a Business Day that is no later than three (3) Business Days following the date of the Transaction;
2. where the Merchant has notified eNETS in writing that it wishes to opt for “automatic weekly settlement”, settlement will effected on a recurring Business Day every week (as determined by eNETS);
3. where the Merchant has notified eNETS in writing that it wishes to opt for “automatic bi-weekly settlement”, settlement will effected on two (2) recurring Business Days every week (as determined by eNETS); or
4. where the Merchant has notified eNETS in writing that it wishes to opt for “automatic monthy settlement”, settlement will effected on a recurring Business Day every month (as determined by eNETS).

In respect of the settlement options set out in sub-clauses (a)(ii), (a)(iii) and (a)(iv) above, each recurring settlement will relate to all Transactions in respect of which settlement is due from eNETS to the Merchant, and which have yet to be paid by eNETS to the Merchant, as at three (3) Business Days prior to the relevant recurring settlement day;

unless otherwise agreed with eNETS in accordance with sub-clause (b) below:

For the avoidance of doubt, this Clause 3.5 will supersede, and apply in the place of, Clause 9.12 of the Standard T&Cs.

4. CERTIFICATES AND ELECTRONIC REQUEST MESSAGES

4.1 The provisions in this Clause 4 shall apply only where the Merchant has applied for the Direct Debit Service and/or Credit Card Service via the Application Form.

4.2 The Merchant agrees and undertakes that throughout the term of the period for which it uses the Direct Debit Service and/or Credit Card Service, it shall:

keep the Certificates current and valid and renewed before expiry;
notify eNETS of any change to the internet protocol address of its website used for Transactions and apply for issue of new Certificates;
take all necessary measures to protect the security and secrecy of its Certificates; and
notify eNETS of any new or additional services that it proposes to offer on its URL provided that such new or additional services shall not be offered without first obtaining eNETS’ consent, which consent may include re-certifications and other conditions.

4.3 The Merchant agrees that when it submits an electronic request message to only eNETS, the Merchant is thereby deemed to confirm to eNETS and the Participating Bank that:

the electronic request is to pay for the Merchant’s Goods and Services and/or any other charges due to the Merchant; and
the contract for providing those Goods and Services is legal, valid and enforceable both in Singapore and in the country where such Goods and Services are provided.

4.4 The Merchant accepts that payment can sometimes fail either for reasons known only to the Participating Bank or due to a data communication failure between servers. The Merchant can only obtain proof of payment from the transaction message bearing a successful transaction status or the successful transaction report available to the Merchant the day after the Transaction Date.

5. CREDIT CARD SERVICE

5.1 The provisions in this Clause 5 shall apply only where the Merchant has applied for the Credit Card Service via the Application Form.

5.2 In order to permit the Merchant’s website to inter-operate with the System, the Merchant will provide eNETS with material and data in a condition that is System Ready. eNETS shall provide the Merchant with a list of requirements in order to enable the Merchant to create System Ready material and data. The Merchant shall have full responsibility for the content or correctness of the System Ready material and data. eNETS shall not be responsible to validate the Merchant’s information or Data for content, correctness or usability, the responsibility for validation rests with the Merchant. eNETS may, at its option and at any time, refuse or reject any material that is not System Ready. eNETS agrees to notify and afford the Merchant the opportunity to rectify such material within a reasonable period of time as mutually agreed upon by the parties, to satisfy the needs or requirements of the System.

5.3 The Merchant agrees and acknowledges that:

it will be fully responsible and liable for (including without limitation, all charges, losses or damages whatsoever arising from) data stored or transmitted on or through the System;
it will be fully responsible and liable for (including without limitation, all charges, losses or damages whatsoever arising from) any use of the System passwords or identification codes assigned by eNETS;
it shall at all times adhere to the Acceptable Use Policy;
it shall be fully responsible for:
1. initial distribution and installation of the Licensed Programs required to be installed on the Merchant’s own system or computer hardware; and
2. hardware, software, telecommunication, internet access or service provider costs as may be required for the Merchant to use the Systems, access or maintain the Data.

5.4 The Merchant shall provide eNETS with all necessary information to allow eNETS to process the Transactions pursuant to the Commercial Agreement, including but not limited to Merchant identification numbers, third party processor information, Bank Account information and other information necessarily required by eNETS to provide the Credit Card Service to the Merchant hereunder. The Merchant hereby undertakes not to (intentionally or otherwise) provide or permit the provision of any false or fraudulent information to eNETS including but not limited to:

any false or counterfeit credit or charge card account numbers; or
false, fictitious or unauthorised Transaction data or records or customer payment instructions.

5.5 The Merchant shall observe and comply with all security measures whether or not prescribed by eNETS, the Participating Bank or the relevant 3rd Party Card Scheme, in respect of the use or acceptance of any credit or charge card for any Transaction, and shall further comply with any instruction given by eNETS, the Participating Bank or the relevant 3rd Party Card Scheme in respect of any 3rd Party Card payments.

5.6 Security Deposit

Upon the Commencement Date of the Credit Card Service, the Merchant shall immediately furnish and maintain a non-interest bearing minimum security deposit to eNETS in accordance with the Application Form and meet any shortfalls to such minimum security deposit promptly, for the due observance and performance by the Merchant of any and all its obligations under these eNETS Payment Service Terms and the Application Form.
Unless otherwise agreed with eNETS in writing, the Merchant agrees that the aforementioned security deposit will be held by eNETS for the Retention Period. During the Retention Period, eNETS shall be entitled to, without providing any prior notice or demand to the Merchant, deduct such sums from the security deposit to remedy unremedied antecedent breaches, non-observance or non-performance of these terms and conditions by the Merchant or recover any delayed chargeback imposed pursuant to Clause 5.7 below. eNETS shall be entitled to review the aforementioned security deposit from time to time and upon providing written notice to the Merchant, be entitled to withhold funds and/or demand the Merchant to furnish funds to maintain the minimum security deposit sum as set forth in the Application Form. The Merchant shall furnish the funds necessary to maintain such minimum security deposit sum within five (5) days of date of the aforesaid written notice by eNETS (or within such other period agreed by eNETS), failing which eNETS may set off the corresponding amounts against any settlement funds payable to the Merchant in order to maintain the minimum security deposit sum. Upon completion of the Retention Period, eNETS shall refund, without interest, the balance (if any) of the security deposit to the Merchant.

5.7 Chargeback

eNETS shall be entitled, upon receiving notification from the relevant Participating Bank and without any requirement for or any obligation to obtain any further proof thereof, to:
1. refuse full or partial payment to the Merchant;
2. setoff against any payment accruing to the Merchant;
3. deduct from the security deposit held pursuant to Clause 5.6; or
4. seek immediate reimbursement from the Merchant as a debt;

for the amount of the relevant Transaction Chargeback imposed by the relevant Participating Bank against eNETS in connection with a Transaction, including but not limited to, where:

any of the Merchant’s Goods and Services is returned or rejected by the Merchant’s customer for any reason;
the credit or charge card details used to effect a Transaction are fictitious or belong to a non-existent account;
the relevant Cardholder alleges that a Transaction has been drawn without his consent or instruction;
the relevant Participating Bank otherwise refuses for any reason to clear or settle the funds in connection with a Transaction.

If any amount withheld, set off, deducted or reimbursed (as the case may be) as mentioned in Clause 5.7(a) becomes payable or refundable to the Merchant, eNETS shall pay or refund, without interest, such amount to the Merchant as soon as practicable.

5.8 Taxes, Transaction Charges and Refunds

eNETS will not be liable for any Taxes, including but not limited to GST, sales taxes, use taxes, withholding taxes or any other tax assessed by any taxing authority with competent jurisdiction, to be paid in accordance with or related to the sale of the Merchant’s Goods and Services through the System or Transactions. The Merchant agrees to bear and take full responsibility for all Taxes of any nature associated with Goods and Services sold or the Merchant’s use of the System.
All bank fees and financial charges including but not limited to Chargebacks, funds transfer, bank fees and currency conversion charges incurred by eNETS in connection with financial transactions on account of or arising from the Merchant’s use of the System, Transactions or otherwise in connection with the Cardholders who make payment to the Merchant via the eNETS Payment Service or with the Merchant’s dealings in the Goods and Services, will be borne by the Merchant.
All refunds to any Cardholders (who have made payments to the Merchant via the eNETS Payment Service) in connection with any Transaction shall be effected by eNETS. Upon receipt of the Merchant’s Instructions, eNETS will refund any sum approved by the Merchant to the relevant Cardholder. However, no refund of any Service Fees or Cardholder Fees levied on the original Transaction will be made. eNETS shall be entitled to deduct all the aforementioned charges under this clause from cleared Transactions funds payable by eNETS to the Merchant under these eNETS Payment Service Terms.

Annex 14: eNETS Credit Merchant Service

The terms and conditions in this Annex 14 (“eNETS Credit Merchant Service Terms“) apply to and govern the Merchant’s use and/or provision of the eNETS Credit Merchant Service, in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

The “eNETS Credit Merchant Service” is an eNETS Service under which Merchants may accept payments from holders of 3rd Party Cards.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Bank”	Any bank or financial institution that has entered into an agreement with the relevant 3rd Party Card Scheme for processing or facilitating Transactions made via 3rd Party Cards, including the issuer of a 3rd Party Card and the acquirer of Transactions made via 3rd Party Cards.
“Chargeback to Transaction Ratio”	The number of Chargebacks against the Merchant in comparison to the number of Transactions initiated by the Merchant.
“Credit Slip”	A form supplied by eNETS to the Merchant for the purpose of effecting a credit to the 3rd Party Cardholder’s 3rd Party Card account.
“Deposit Slip”	A form supplied by eNETS to the Merchant wherein all the particulars of the Sales Slips and Credit Slips validly issued by the Merchant pursuant to these eNETS Credit Merchant Service Terms are entered in summary form and which shows the net amount payable to and claimed by the Merchant subject to verification and correction by eNETs.
“eNETS Credit Merchant Service”	Has the meaning given to it in the preamble.
“eNETS Credit Merchant Service Terms”	Has the meaning given to it in the preamble.
“Floor Limit”	The maximum sum for which a 3rd Party Card shall be honoured by eNETS in respect of any one Transaction above which an authorisation would be required. The Floor Limit shall be determined in accordance with these eNETS Credit Merchant Service Terms or such sums as may from time to time be notified in writing to the Merchant by eNETS.
“Fraud to Transaction Ratio”	The number of fraudulent transactions processed by the Merchant in comparison to the number of Transactions initiated by the Merchant.
“OCBC”	Oversea-Chinese Banking Corporation Limited.
“OCBC Merchant”	A Merchant whose Bank Account is opened and maintained with OCBC.
“PIN”	The personal identification number allocated by a bank to, or personally selected by, a 3rd Party Cardholder.
“Sales Slips”	A form supplied by eNETS to the Merchant for the purpose of charging the purchase of Goods and Services supplied by the Merchant to the 3rd Party Cardholder’s 3rd Party Card.

1. AUTHORISATION TO USE THE ENETS CREDIT MERCHANT SERVICE

1.1 Subject to the terms and conditions of the Standard T&Cs and these eNETS Credit Merchant Service Terms, eNETS hereby authorises the Merchant to participate in and use the System and the eNETS Credit Merchant Service.

2. UNDERTAKINGS OF MERCHANT – ACCEPTANCE FOR PAYMENT

2.1 The Merchant shall accept and honour every valid and unexpired 3rd Party Card that is presented for payment by a 3rd Party Cardholder for all Transactions.

2.2 The Merchant shall establish and maintain a business policy of not discriminating against or discouraging its customers who seek to make payment for purchases through the use of a 3rd Party Card. Without limiting the generality of this provision:

the Merchant shall not state or set a minimum or maximum amount for a Transaction, whether by indicating such requirements at the point-of-sale, in any published material or by way of any other medium, without eNETS’ prior written consent;
the Merchant shall not require any 3rd Party Cardholder to pay any part of the Service Fees which may be payable by the Merchant whether through any increase in price or otherwise or to pay any contemporaneous finance or other charge in connection with the Transaction, or take any security from the 3rd Party Cardholder; and
the Merchant hereby agrees to deal with all complaints made by the 3rd Party Cardholder in respect of Goods and Services sold against the 3rd Party Card in the like manner as if such Goods and Services had been sold or supplied by the Merchant for cash.

2.3 At all times prior to accepting a 3rd Party Card for payment, the Merchant undertakes that it shall:

use best efforts to observe and comply with all security measures and guidelines that are prescribed by eNETS, the Banks or any 3rd Party Card Scheme operator as may be issued, published or updated from time to time and designed to prevent or detect the fraudulent or unauthorised use of a 3rd Party Card, including but not limited to:
1. verifying and ensuring that any such 3rd Party Card is not invalid, has not expired or has not been revoked or listed as void;
2. detecting forged or unauthorised signatures or the unauthorised use or forgery of a 3rd Party Card or PIN; and
3. notifying eNETS as soon as the Merchant becomes aware of or suspects fraud on the part of a 3rd Party Cardholder;
only accept a 3rd Party Card for payment after it has confirmed all of the following (as may be applicable):
1. the 3rd Party Card meets the criteria for validity set out in the Operations Manual and all security measures and guidelines that are prescribed by eNETS, or any Participating Institutions;
2. the 3rd Party Card has not been defaced, tampered with or altered in any manner and is not reasonably suspected of being a counterfeit;
3. the 3rd Party Card has not expired (if there is an expiry date printed on the card face);
4. in respect of a debit card, the 3rd Party Cardholder enters a PIN for the purpose of authentication;
5. in respect of a credit card, the first four (4) digits of the card number embossed on the card face are the same as the four-digit number printed immediately above or below;
6. in respect of a credit card, it bears the specimen signature of its 3rd Party Cardholder at the back and the same has not or is not reasonably suspected of having been tampered with or altered in any manner;
7. the NETS Access Device shows that the 3rd Party Card is valid, has not expired or been cancelled;
8. the NETS Access Device displays a card number which is the same as the card number embossed on the card face (in case of discrepancies in respect of a debit card, the Merchant shall report such discrepancies to eNETS immediately);
9. in respect of a credit card, the signature of the customer on the Sale Slip is the same as the specimen signature at the back of the credit card;
10. in respect of a credit card, its card number and/or its account number is not listed on any current warning, card recovery, hot card, blacklisted card or similar list or notice supplied to the Merchant by eNETS from time to time; and
11. such other instructions as may be issued, published or updated by eNETS from time to time have been complied with.

2.4 The Merchant acknowledges and agrees that it shall not accept the following cards for use in the System:

credit cards or debit cards not approved by eNETS;
a credit card with an anti-counterfeit label that has been damaged or is unclear;
a credit card designated by eNETS or a Bank as a hot card, lost card or blacklisted card; and
a credit card without specimen signature of the 3rd Party Cardholder on the back of the card, or credit cards with specimen of signatures that are unclear or that have been altered.

2.5 The Merchant shall not separate the payment for a Transaction into different payments, unless:

the 3rd Party Cardholder pays the balance of the transaction price in cash or by cheque; or
completion of the Transaction takes place later, and the 3rd Party Cardholder is required to pay a deposit and pay the balance of the transaction price when the Goods and Services are obtained, in which case the 3rd Party Cardholder shall sign a Sales Slip each time payment is made by the 3rd Party Cardholder to the Merchant.

2.6 The Merchant undertakes and agrees that:

each point-of-sale shall only offer or sell Goods and Services that the Merchant is authorised to and lawfully entitled to offer or sell;
Goods and Services that are offered for sale are available for delivery or may be performed in the normal course of its business (as the case may be), based on the type of Goods and Services being offered by the Merchant;
it shall promptly respond to purchase orders and other enquiries received from any person on or relating to the point-of-sale; and
where Merchant is an OCBC Merchant, it shall abide by the rules and regulations stipulated by the card schemes supported by OCBC.

3. AUTHORISATION FROM BANK

3.1 The Merchant shall obtain authorisation from the Bank’s authorisation centre before completing a Transaction in any of the following circumstances:

where the amount of the Transaction or a series of Transactions in a single day exceeds the Floor Limit;
where the Merchant believes that the Transaction or 3rd Party Cardholder is in some manner suspicious including but not limited to suspicions that the 3rd Party Card may be counterfeit or stolen, the signature is a forgery or is unauthorised, or there is an unauthorised use of the 3rd Party Card;
where the 3rd Party Card signature panel is blank, defaced, tampered with or altered;
where the 3rd Party Card account number is listed on a current restricted card list or card recovery bulletin or such other similar list as may be given by the Bank to the Merchant from time to time;
where the NETS Access Device instructs the Merchant to contact the Bank’s authorisation centre;
where the Transaction is of a certain type or class which has been notified to the Merchant by eNETS as a type or class of transaction requiring authorisation; or
where the 3rd Party Card account number given appears to be invalid.

3.2 In the event the Merchant completes a Transaction, the amount of which exceeds the Floor Limit, without obtaining any authorisation from the Bank’s authorisation centre, eNETS may, but shall not be obliged to, attempt to obtain authorisation from the Bank. If no such attempt is made or the Bank does not give any authorisation after an attempt is made, that Transaction shall not be accepted by eNETS for payment. If eNETS obtains authorisation, payment to the Merchant shall be made on a collection basis (i.e. the Merchant is required to provide proof of the Transaction and collect the payment from eNETS) and subject to any Chargeback claims which may arise.

3.3 Whether the Bank gives any authorisation or otherwise pursuant to any attempt referred to in Clause 3.2, the Merchant shall immediately pay to eNETS, upon written demand from eNETS, any fees, charges or costs incurred by eNETS from any such attempt, including the amount of any merchant discount in accordance with the Service Fees which eNETS would have been entitled to had the Transaction been authorised.

3.4 The Merchant shall use its best efforts by reasonable and peaceful means to retain the 3rd Party Card while making an authorisation request. If the 3rd Party Card is listed on a current restricted card list or card recovery bulletin or such other similar list as may be given by eNETS or a Bank to the Merchant from time to time, and if the Bank’s authorisation centre is closed or cannot be reached, the Merchant shall use its best efforts by reasonable and peaceful means to retain the 3rd Party Card until the Bank’s authorisation centre opens or can be reached.

3.5 If in response to an authorisation request the Merchant is advised to obtain or retain the 3rd Party Card or is given other instructions by the Bank’s authorisation centre, the Merchant shall use its best efforts by reasonable and peaceful means to comply with such advice or instructions.

3.6 If the Merchant obtains and retains the 3rd Party Card pending authorisation or pursuant to the Bank’s instructions, the Merchant shall ensure that there is no breach of peace or injury to persons or property.

3.7 NETS reserves the right to change the authorised Floor Limit by giving notice to the Merchant.

3.8 The Merchant agrees and acknowledges that obtaining authorisation for a Transaction is not a guarantee of payment arising from that transaction. For the avoidance of doubt, an authorisation only confirms that at the time the authorisation was obtained the card number exists and is valid and the 3rd Party Card has not currently been listed as lost or stolen at the time of the transaction and that the 3rd Party Card has sufficient funds to cover the transaction, but does not guarantee that the person using the 3rd Party Card is the genuine 3rd Party Cardholder.

4. TRANSACTION HANDLING

4.1 The Merchant shall only use the NETS Access Device supplied and authorised by eNETS to process Transactions.

4.2 The Merchant shall process a Transaction manually only if the NETS Access Device is malfunctioning or it is impossible for Transactions to be processed through it and the Merchant has been instructed by eNETS (including any instructions provided in the Operations Manual) to process the Transaction manually in accordance with these eNETS Credit Merchant Service Terms. The Merchant shall not process a Transaction on behalf of another person including another business or allow another person to use the NETS Access Device except under a bona fide agency arrangement.

4.3 The Merchant shall use reasonable care in processing a Transaction to detect forged or unauthorised signatures or the unauthorised use or forgery of a 3rd Party Card. In particular, the Merchant shall comply with specific requirements set out in the Operations Manual or as may be otherwise notified by eNETS in writing to the Merchant.

4.4 Following each Transaction the Merchant shall immediately give the 3rd Party Cardholder a copy of the Transaction Receipt. The Transaction Receipt must include the following:

type of account;
type and amount of the Transaction;
Transaction Date;
time of the Transaction;
Transaction record number; and
confirmation that the Transaction has been accepted or approved.

4.5 The information on the Transaction Receipt shall be identical with information on any other copy of the Sales Slip.

4.6 The Merchant shall not split the value of any proposed transaction into two (2) or more separate transactions which would, when added together, be in excess of the authorised Floor Limit.

4.7 The Merchant shall prominently and clearly inform the 3rd Party Cardholder of the Merchant’s identity so that the 3rd Party Cardholder can readily distinguish the Merchant from any supplier of goods or services to the Merchant. The Merchant shall also notify the 3rd Party Cardholder that the Merchant is responsible for:

the sales transaction including any Goods and Services that are the subject of the sales transaction;
all customer service relating to the sales transaction;

4.8 The Merchant shall not process a Transaction unless:

the Merchant ensures that the amount of each sale, the 3rd Party Cardholder’s name and account number, the authorisation number, Transaction Date and any other information which eNETS may from time to time require, is printed on the Sales Slip;
the Merchant ensures there is no discrepancy between the embossed and displayed card number before completing the Transaction;
the Merchant requires the 3rd Party Cardholder to sign all copies of the paper roll or sales invoice recording the relevant sale;
the Merchant verifies that the signature on the Sales Slip and on the 3rd Party Card appear to be the same. If the Merchant believes that there is a discrepancy in the signature, the Merchant shall immediately contact eNETS for instructions;
the Merchant delivers to the 3rd Party Cardholder a true and complete copy of the Sales Slip;
the Merchant obtains authorisation from eNETS as set out in Clause 2;
in the case of a debit card, the correct entry of the 3rd Party Cardholder’s PIN is keyed into the NETS Access Device, followed by the verification of the PIN with an ‘ACCEPTED’ response displayed on the NETS Access Device; and/or
the Merchant verifies the 3rd Party Cardholder’s signature, whereby the Merchant shall take all reasonable steps to ensure that the signature on the Transaction Receipt is not forged or unauthorised and that it corresponds with the signature on the 3rd Party Card.

4.9 The Merchant shall comply with all undertakings and obligations in these eNETS Credit Merchant Service Terms and any direction from eNETS in carrying out the Merchant’s obligations in processing Transactions under these eNETS Credit Merchant Service Terms.

4.10 Without prejudice to the foregoing, the Merchant shall also ensure that the Merchant processes all Transactions in accordance with the requirements of any 3rd Party Card Scheme Regulations that eNETS may notify to the Merchant from time to time. The Merchant agrees to demonstrate the Merchant’s compliance with the 3rd Party Card Scheme Regulations if eNETS requests the Merchant to do so.

4.11 The Merchant shall ensure that each Transaction is recorded in Singapore dollars except where eNETS has given prior written approval to record Transactions in other currencies. When the Merchant supplies Transaction details to eNETS, the Merchant represents and warrants to eNETS that:

all Transaction details supplied to eNETS are true and correct; and
the Merchant has complied with the requirements of these eNETS Credit Merchant Service Terms applicable to processing of Transactions.

5. MULTIPLE SALES SLIPS

5.1 The Merchant shall not use more than one Sales Slip in order to avoid an authorisation request or the authorised Floor Limit.

5.2 The Merchant shall not effect a Transaction for Goods and Services sold when only a part of the amount due from the NETS Cardholder is included in one Sales Slip except when:

the balance of the amount due is paid at the time of sale in cash or by cheque; or
the Goods and Services are to be delivered or performed at a later date and one Sales Slip represents a deposit and the second Sales Slip represents payment of the balance upon delivery or performance of the Goods and Services, provided always that the Merchant shall print on the Sales Slip the words “Deposit” or “Balance” (as the case may be), and the Sales Slip labeled “Balance” shall be presented by the Merchant only after delivery or performance of the Goods and Services.

6. CREDIT SLIPS AND REFUNDS

6.1 The Merchant undertakes to establish or maintain a fair policy of refunds to 3rd Party Cardholders, which is no less favourable than the refund policy offered by the Merchant in respect of payments made via other payment methods (offered by any other payment services provider) accepted by the Merchant. Such refund policies shall be disclosed to the 3rd Party Cardholders at the time of purchase. The Merchant shall also permit returns and refunds to any 3rd Party Cardholder for the price paid for any Goods and Services purchased from the Merchant which are unsatisfactory to 3rd Party Cardholder.

6.2 If any Goods and Services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a transaction or any part thereof in favour of the 3rd Party Cardholder for any reason, the Merchant shall not make a cash refund to the 3rd Party Cardholder but shall deliver promptly to eNETS a Credit Slip evidencing such refund or adjustment. The Credit Slip shall include all of the following details:

the name of the Merchant from which the Goods and Services to which the refund relates are purchased;
the address of the Merchant;
the Transaction amount and stating whether such amount will be debited from or credited to that 3rd Party Card account;
the Transaction currency;
the Transaction Date (or credit preparation date);
the unique Transaction identification number; and
amount of the credit in sufficient detail to identify the relevant Transaction.

6.3 The Merchant shall, if eNETS so requires, pay to eNETS on demand the full amount of any refund granted or made to the 3rd Party Cardholder pursuant to Clause 6.1.

6.4 All Credit Slips drawn pursuant to the provisions of these eNETS Credit Merchant Service Terms shall be in Singapore dollars.

6.5 Without prejudice to Clause 6.1, the Merchant shall at all times act in accordance with the instruction for processing refunds contained in the Operations Manual.

7. RECORDS AND DOCUMENTS

7.1 The Merchant shall lodge all Transactions with eNETS for payment in accordance with the Operations Manual and:

in the case of a Transaction processed manually, within three (3) Business Days after the Transaction;
in the case of a Transaction processed through a NETS Access Device, immediately by entering the Transaction via the System.

7.2 The Merchant represents and warrants to eNETS that when the Merchant supplies Transaction details to eNETS:

all Transaction details supplied to eNETS are true and correct; and
the Merchant has complied with the requirements of these eNETS Credit Merchant Service Terms applicable to processing of Transactions.

7.3 The Merchant shall not present Sales Slips, Credit Slips, Deposit Slips or any other records relating to any Transaction to eNETS which it knows or ought to have known to be false, fraudulent or not authorised by the 3rd Party Cardholder.

7.4 The Merchant shall render any assistance which eNETS may require to prevent or detect any fraud in respect of any Transaction.

7.5 Unless otherwise notified by eNETS, the Merchant shall complete and present Deposit Slips (together with such Sales Slips, Credit Slips or other documents that eNETS may require from time to time) to eNETS within three (3) Business Days of the Transaction Date.

7.6 The Merchant shall keep and preserve the Merchant’s copies of all Sales Slips, Credit Slips, Deposit Slips and any other records of all Transactions for a period of at least five (5) years from the date of the relevant Sales Slip, Credit Slip, Deposit Slip or record. eNETS shall be entitled at any time during such period to inspect and verify any and all such copies and records in the possession or custody of the Merchant.

7.7 In respect of every Sales Slip delivered or submitted by the Merchant to eNETS for payment, the Merchant hereby warrants to eNETS that:

the Merchant has supplied, or caused to be supplied, the Goods and Services at the value stated in the relevant Sales Slip;
the provision of credit for the supply of the Goods and Services that is stated in the relevant Sales Slip is not unlawful or illegal; and
the Merchant has complied with the terms and conditions of these eNETS Credit Merchant Service Terms in respect of the transaction to which the Sales Slip relates.

7.8 The Merchant hereby agrees that:

the records kept or maintained by eNETS of the Transactions (including computer and microfilm stored records) shall be conclusive and binding upon the Merchant for all purposes whatsoever;
it shall not at any time dispute the authenticity or accuracy of any of the records kept or maintained by eNETS, whether in the form of computer output or otherwise.

7.9 Any notice or certificate signed by any officer of eNETS stating the amount due or owed by either party to the other shall be prima facie evidence of the amount due or owing by either party to other under these eNETS Credit Merchant Service Terms, provided always that the Merchant may in good faith dispute eNETS’ notice or certificate, whereupon both parties shall jointly investigate and cooperate in good faith to resolve any discrepancy in such notice or certificate, and issue another notice or certificate in its place.

8. PAYMENT AND SETTLEMENT

8.1 Subject to the terms of these eNETS Credit Merchant Service Terms, eNETS shall purchase from the Merchant all Sales Slips which the Merchant may submit to eNETS and which have been validly executed and delivered to the Merchant by a 3rd Party Cardholder in accordance with and whilst this eNETS Credit Merchant Agreement is in force. Such purchase will be subject to the applicable Service Fee.

8.2 eNETS shall own absolutely all the Sales Slips that are purchased from the Merchant in accordance with Clause 8.1, inclusive of all interests in the related accounts receivable. The Merchant hereby agrees that eNETS shall have the exclusive right to make billings and collections of the Sales Slips, and the Merchant hereby undertakes not to make or attempt to make any collections on the same.

8.3 eNETS shall make payment to the Merchant by way of a bank transfer or any other form of payment as stipulated by eNETS in its absolute discretion, to the Merchant’s Bank Account.

8.4 The Merchant hereby agrees that any payment made to the Merchant by eNETS shall be without prejudice to any claim or right that eNETS may have against the Merchant and shall not constitute any admission by eNETS as to the performance by the Merchant of its obligations under these eNETS Credit Merchant Service Terms or to the amount payable to the Merchant.

8.5 eNETS shall be entitled to at its absolute discretion and upon giving notice to the Merchant, set off and deduct from any payment due to the Merchant:

any overpayment made by eNETS to the Merchant due to errors of addition or otherwise;
any amount equal to interest or finance charge at the rate as stipulated in these eNETS Credit Merchant Service Terms, or such rates as may from time to time be notified in writing to the Merchant by eNETS, on any overdue amount from the Merchant to eNETS, from its due date or date of demand (as the case may be) until the date of payment in full, as well after as before any judgment;
any other sums due or owing by the Merchant to eNETS under the provisions of these eNETS Credit Merchant Service Terms; and
any sum which eNETS in its absolute discretion deems sufficient to compensate or indemnify eNETS for any breach of the provisions of these eNETS Credit Merchant Service Terms.

8.6 If the Merchant does not object to the amount paid by eNETS under Clause 8.4 within seven (7) Business Days after the date of payment, the Merchant is deemed to have accepted such amount as correct, final, binding and conclusive, and shall not be entitled subsequently to object to such amount.

8.7 Notwithstanding any other provision of these eNETS Credit Merchant Service Terms or the Standard T&Cs, the Merchant hereby agrees that eNETS shall be entitled not to accept or process any Sales Slip in respect of which the Merchant has not complied with the terms and conditions of these eNETS Credit Merchant Service Terms, or which Sales Slips are for any reason in eNETS’ sole and absolute opinion uncollectible due to fraud or non-payment by the 3rd Party Cardholder, regardless of whether eNETS has notice of such defect at the time of the purchase or otherwise.

9. CHARGEBACK

9.1 eNETS shall be entitled to at any time, with written notice refuse full or partial payment to the Merchant for the amount of a Transaction, or if payment has been made, to debit the Merchant’s Bank Account with such amount or seek immediate reimbursement from the Merchant, notwithstanding (i) any other provision of these eNETS Credit Merchant Service Terms or the Standard T&Cs or (ii) any authorisation which has been given by the Bank’s authorisation centre to the Merchant for such Transaction in the event of any of the following occurring:

the Merchant does not process the Transaction in accordance with the Operations Manual or any 3rd Party Card Scheme Regulations or requirements or guidelines notified by eNETS to the Merchant;
the Merchant improperly overcharges its customer for Goods and Services sold by the Merchant;
the Transaction Date is a date after eNETS’ provision of the eNETS Credit Merchant Service or the Commercial Agreement was suspended or the Merchant’s Bank Account is frozen or terminated;
the Transaction requires authorisation and the Merchant has failed or neglected to obtain authorisation in accordance with Clause 3, and/or no authorisation has been given to the Merchant by the Bank’s authorisation centre;
the 3rd Party Cardholder has not received the Goods and Services sold by the Merchant as required by the terms of the Transaction;
the Goods and Services sold by the Merchant are returned or rejected by the 3rd Party Cardholder for any reason whatsoever;
in eNETS’ reasonable opinion, the 3rd Party Cardholder justifiably disputes liability for the Transaction for any reason;
the 3rd Party Cardholder disputes the Transaction and/or makes a claim for set-off or counterclaim in respect of the transaction against eNETS;
the 3rd Party Cardholder cancels the Transaction or claims a refund or rebate of all or part of the amount of the Transaction (whether or not he is entitled to so cancel or claim and whether or not a Credit Slip has been issued by the Merchant);
the 3rd Party Cardholder alleges that the Sale Slip has been drawn or altered improperly or without his consent or authority;
the Sales Slip is illegible, incomplete or unsigned;
the particulars on the copy of the Transaction Receipt given to the 3rd Party Cardholder are not identical with the particulars on any other copy of the same Transaction Receipt;
the Transaction is recorded in a currency other than Singapore dollars, except where eNETS has given prior written approval to the Merchant to record transactions in other currencies;
the 3rd Party Card used to effect the Transaction is counterfeit;
the 3rd Party Cardholder alleges that the Transaction and/or the Sales Slip is in any way forged, fraudulent or tainted by fraud or forgery, whether or not the Merchant is aware thereof or privy to the same;
the Merchant processes a Transaction knowing (or in circumstances where the Merchant is reasonably expected to know) that the 3rd Party Card is used without the authority of the 3rd Party Cardholder or that the Transaction is fraudulent;
the 3rd Party Cardholder disputes or denies that the Transaction was effected by him;
the Merchant, despite being notified by eNETS not to accept the 3rd Party Card, uses the 3rd Party Card in a Transaction;
in eNETS’ reasonable opinion the Transaction relates to one (1) or more purchases made in the same Merchant establishment which have been split into two (2) or more transactions in an attempt to avoid the authorised Floor Limit;
the Sales Slip or Credit Slip was drawn or submitted to eNETS by the Merchant in circumstances constituting a breach of any provision of these eNETS Credit Merchant Service Terms or the Standard T&Cs;
the Transaction is not offloaded for settlement by the Merchant;
payment in relation to the Transaction has been mistakenly or wrongly made by the 3rd Party Cardholder to the Merchant;
the 3rd Party Card has expired or has been cancelled prior to the Transaction Date or for any reason whatsoever is not a valid 3rd Party Card;
the contract of sale between the Merchant and the NETS 3rd Party Cardholder, or the use of the 3rd Party Card, or the performance of any obligations under such contract of sale is void or voidable at law or involves any unlawful or illegal act;
in seeking authorisation for any Transaction, the Merchant has given the 3rd Party Cardholder’s name, account particulars, validity period or any other details to eNETS incorrectly;
the bank refuses for whatever reason to honour any Sales Slip or makes a chargeback to eNETS;
the Merchant bills the amount of the Transaction directly to the 3rd Party Cardholder or receives payment through the use of another card or by any other means;
the same Transaction is processed by the Merchant more than once;
the Merchant entered incorrect Transaction details into the NETS Access Device or entered the Transaction otherwise than in accordance with the Operations Manual or the 3rd Party Card Scheme Regulations;
the Transaction is processed by the Merchant on behalf of another person, or the Merchant has allowed another person to use the NETS Access Device in connection with the Transaction, except under a bona fide agency arrangement authorised in accordance with these eNETS Credit Merchant Service Terms or the Standard T&Cs;
the Transaction is not authorised by eNETS or the authorisation request is declined for any reason; and/or
there has been a breach by the Merchant of any of its obligations under the provisions of the Commercial Agreement (including these eNETS Credit Merchant Terms and the Standard T&Cs), or of any other agreement entered into between the Merchant and eNETS, or of any other obligation whatsoever owed by the Merchant to eNETS whether related to this eNETS Credit Merchant Service Terms or the Standard T&Cs or otherwise.

10. COMPLIANCE WITH 3RD PARTY CARD SCHEME REGULATIONS

10.1 The Merchant shall comply with all 3rd Party Card Scheme Regulations as specified in these eNETS Credit Merchant Service Terms or otherwise notified to the Merchant from time to time, including any obligations regarding compliance with the PCIDSS.

10.2 If required by any 3rd Party Card Scheme for the purposes of complying with the PCIDSS, the Merchant shall provide eNETS with a compliance action plan within ninety (90) days of receiving such a request from eNETS to do so.

11. AUDIT

11. If there is a dispute involving a Transaction or eNETS suspects that fraud is involved, the Merchant shall, upon eNETS giving the Merchant at least one (1) day’s written notice in advance, permit eNETS and its Representatives to enter the Merchant’s premises during normal business hours to examine and take any such copies of the Merchant’s book of accounts and records as eNETS may deem necessary in order for its investigations.

12. SERVICE FEES, CHARGES AND OTHER PAYMENTS

12.1 In consideration for the provision of the eNETS Credit Merchant Services by eNETS, the Merchant shall pay eNETS the applicable Service Fees.

12.2 The Merchant shall pay all Service Fees and all other applicable Taxes, fees, fines, penalties and other charges (including those described in Clause 12.3 below) to eNETS by direct debit from the Merchant’s Bank Account at the times and in the manner set out in these eNETS Credit Merchant Service Terms or otherwise notified to the Merchant by eNETS from time to time.

12.3 The Merchant hereby authorises eNETS to debit, or instruct the Merchant’s bank to debit, the Merchant’s Bank Account or debit from any settlement amounts payable by the Merchant to eNETS without notice in respect of the following:

any Loss claimed by eNETS as a result of any breaches of these eNETS Credit Merchant Service Terms by the Merchant;
all Service Fees owing to eNETS by the Merchant under these eNETS Credit Merchant Terms;
the value of any over credits paid by eNETS to the Merchant due to errors and omissions;
all credits paid by eNETS in respect of Transactions which are invalid;
the full amount of any refund transaction less any amounts in respect of such Transaction already debited to the Merchant’s Bank Account;
all Taxes incurred or payable by eNETS in connection with these eNETS Credit Merchant Service Terms, the Services or any transaction contemplated by these eNETS Credit Merchant Service Terms;
all fines, penalties and other charges incurred by eNETS as a result of any act or omission by the Merchant including a breach of these eNETS Credit Merchant Service Terms by the Merchant;
any fees, charges or penalties imposed on eNETS by any Participating Institution due to the nature of the Merchant’s business;
all fines and/or penalties levied by a 3rd Party Card Scheme as a result of the Merchant’s breach of any 3rd Party Card Scheme Regulations specified in these eNETS Credit Merchant Service Terms or otherwise notified to the Merchant from time to time;
interest on any amount that is not paid when it is due. The applicable interest rate will be set at the relevant bank overdraft rate as at the first day of the month that the amount was due to be paid; and
all other amounts owing to eNETS by the Merchant under these eNETS Credit Merchant Service Terms.

12.4 The Merchant shall pay on demand by eNETS any amount referred to in Clause 12.3 which remains unpaid by the Merchant because there are insufficient funds in the Merchant’s Bank Account to satisfy the payment of that amount in full.

12.5 All fees, charges and other payments payable pursuant to these eNETS Credit Merchant Terms will be charged exclusive of GST.

13. EXCLUSION OF LIABILITY

13.1 Notwithstanding anything stated in these eNETS Credit Merchant Service Terms, the Standard T&Cs, the 3rd Party Card Scheme Regulations, Operations Manual, or in any documents relating to the 3rd Party Card Scheme or the Services, the parties agree that eNETS shall be entitled to process any Transaction, including without limitation rejecting the Transaction or withholding the completion of the same, and in each case the parties acknowledge and agree that eNETS shall not be liable in any way whatsoever to any Merchant, any 3rd Party Cardholder, Participating Institution or any third party.

14. TERMINATION

14.1 In addition to and without prejudice to any rights or remedies of eNETS under Clause 20 of the Standard T&Cs, or at law or in equity, eNETS shall have the right (but not the obligation) at any time to give notice in writing to the Merchant to terminate its provision of the eNETS Credit Merchant Service immediately, if in the sole opinion of eNETS, any one (1) or more of the following events has occurred, whether or not such event is of a continuing nature:

the Merchant has been identified in any 3rd Party Card Scheme databases or any banking databases as having previously acted fraudulently;
eNETS carried out a Chargeback in accordance with Clause 9 and the Chargeback is dishonoured or otherwise refused for any reason;
the Merchant has an excessive Chargeback to Transaction Ratio, or excessive Fraud to Transaction Ratio or the Merchant is involved in an unacceptably high number of refund requests;
the Merchant is in breach of any material 3rd Party Card Scheme Regulations applying generally across all merchants;
the Merchant defaults under any lease or licence relating to the Merchant’s premises (where applicable);
the Merchant fails or neglects to submit any Sales Slips to eNETS for processing for a period exceeding six (6) calendar months; or
eNETS is not able to provide the eNETS Credit Merchant Service for any reason.

14.2 In the event that eNETS terminates the provision of the eNETS Credit Merchant Service to the Merchant in accordance with the terms hereof, the Merchant acknowledges and agrees that no reason whatsoever needs to be communicated to the Merchant for such termination and eNETS shall not be responsible or liable in any way for any Loss incurred or suffered by any party due to such termination.

14.3 If any Sales Slips are received by eNETS from the Merchant after the date of termination of eNETS’ provision of the eNETS Credit Merchant Service, eNETS may in its absolute discretion return the Sales Slips or retain the Sales Slips for payment on a collection basis, in which case the Merchant shall not be entitled to payment in respect of such Sales Slips until eNETS has received payment from the 3rd Party Cardholder or the Bank.

Annex 15: eNETS Direct Acquiring (“DA”) Service

The terms and conditions in this Annex 15 (“eNETS Direct Acquiring Terms“) apply to and govern the Merchant’s use and/or provision of the eNETS DA Service (as defined below), in addition to the Standard T&Cs, each as may be amended, modified or supplemented from time to time.

In this Annex, the following capitalised terms shall have the respective meanings set out against them:

“Credit Slip”	As applicable, any physical or electronic voucher, advice, slip, note or any other form of document or instruction in a form prescribed by eNETS issued by the Merchant to eNETS and the 3rd Party Cardholder for or evidencing a Chargeback, or otherwise for the purpose of effecting a credit to the 3rd Party Cardholder’s Card account.
“CTMF”	The “Terminated Merchant File” (by whatever name called or as may be renamed from time to time) maintained and used by the 3rd Party Card Schemes to screen potential merchants before providing them with any facilities permitting the processing of payments.
“Deductions”	The fees to be deducted from the amounts shown on the Sales Slips before payment is made to the Merchant, set out in the Application Form applicable to this eNETS DA Service or as may from time to time be fixed by eNETS and notified to the Merchant.
“Earmark Amount”	Such portion or whole of: (a) the funds in the Merchant’s Bank Account; and/or (b) any Payment Amount(s) payable by eNETS to the Merchant (whether now or in the future), as may be determined by eNETS from time to time in respect of which eNETS may have recourse in accordance with these eNETS Direct Acquiring Terms.
“eNETS DA Service”	Has the meaning given to it in Clause 2.1 of this Annex.
“eNETS Direct Acquiring Terms”	Has the meaning given to it in the preamble.
“Payment Amount”	In relation to a Transaction, the Transaction amount as stated on the relevant Sales Slip less any applicable Deductions and deductions relating to the withholding of payments, Chargebacks and/or adjustments as may be imposed by eNETS under these eNETS Direct Acquiring Terms.
“Refund Feature”	Has the meaning given to it in Clause 2.1(h) of this Annex.
“Sales Slip”	Any physical or electronic voucher, slip, advice, note or any other form of document or instruction in a form prescribed by eNETS issued by the Merchant to eNETS and the 3rd Party Cardholder that evidences a Transaction having been effected by a 3rd Party Cardholder.
“Site”	Either the Merchant’s physical premises or the Merchant’s website on the internet through which Goods and Services are offered for sale or otherwise supplied by the Merchant, as the case may be.
“Small Merchant Program”	Mastercard’s “Small Merchant Intracountry Interchange Program” (“Mastercard SMP“) and Visa’s “Singapore Small Merchant Card-Present Acceptance Program” (“Visa SMP“) offered by eNETS.
“SMP Eligibility Criteria”	Has the meaning given to it in Clause 10.1 of this Annex.
“SMP Merchant”	Merchants participating in the Small Merchant Program.
“SMP Rates”	Has the meaning given to it in Clause 10.2(a) of this Annex.
“SMP Termination Event”	Has the meaning given to it in Clause 10.2(f) of this Annex.
“SMP Termination Date”	Has the meaning given to it in Clause 10.2(f) of this Annex.
“Terminal”	Include any terminal placed at the Merchant’s physical premises to accept and process authorisation requests and to record Transactions occurring at such premises.

1. AUTHORISATION TO USE THE ENETS DA SERVICE

1.1 Subject to the terms and conditions of the Standard T&Cs and these eNETS Direct Acquiring Terms, eNETS hereby authorises the Merchant to participate in and use the System and the eNETS DA Service.

2. UNDERTAKINGS OF MERCHANT

2.1 eNETS may from time to time in its sole and absolute discretion make available to the Merchant services corresponding to a 3rd Party Card Scheme under these eNETS Direct Acquiring Terms, and by the Merchant selecting, accessing, using, and/or activating any such services (“eNETS DA Service“), to the maximum extent permitted under the applicable 3rd Party Card Scheme Regulations, in respect of each of the eNETS DA Services, the Merchant agrees, acknowledges, and undertakes to eNETS as follows:

the Merchant shall comply with these eNETS Direct Acquiring Terms;
the Merchant shall comply with the 3rd Party Card Scheme Regulations, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the 3rd Party Card Scheme Regulations as stated to be applicable to the Merchant or its business;
the fullest extent of eNETS’ obligations in connection with the eNETS DA Service is to only make the eNETS DA Service available to the Merchant on a pass-through basis, “as is”, “as available” and “as received” by eNETS. The eNETS DA Service is the sole responsibility of each of the relevant 3rd Party Card Scheme operators, and provided by the relevant 3rd Party Card Scheme operator as principal. eNETS neither owns nor operates the eNETS DA Service, and eNETS shall have no obligations in respect of each 3rd Party Card Scheme operator’s due performance in respect thereof;
the Merchant shall be bound by the prevailing terms and conditions, instructions, procedures and directions relating to the eNETS DA Service as eNETS and/or the relevant 3rd Party Card Scheme operator may from time to time specify to the Merchant. Without limiting the generality of the foregoing, the eNETS DA Service is subject to: (i) availability and location serviceability from time to time; (ii) these eNETS Direct Acquiring Terms; and (iii) any additional terms and conditions as eNETS and/or the relevant 3rd Party Card Scheme operator may specify to the Merchant;
the Merchant shall at all times promptly provide eNETS with any information, documents and/or materials (including without limitation corporate, payment processing, transactional or other information) that eNETS and/or the relevant 3rd Party Card Scheme operator may from time to time require, and the Merchant shall perform any and all such acts or things, including the forbearance to do any and all such acts or things, in each case as may be required or expedient, in any case for the following purposes:
1. making available the eNETS DA Service, facilitating any Transaction, fulfilment of obligations to eNETS or 3rd Party Cardholders, addressing or investigating any feedback, complaints, claims, disputes or fraudulent activities relating to the eNETS DA Service, or for eNETS to perform credit risk, security, qualification, and 3rd Party Card Scheme compliance tasks and other reviews related to the provision of the eNETS DA Service;
2. complying, or facilitating eNETS’ compliance with Applicable Law and/or 3rd Party Card Scheme Regulations and/or other regulatory matters (including but not limited to anti-money laundering and sanctions monitoring), or to avoid violation of any Applicable Law and/or 3rd Party Card Scheme Regulations and/or other regulatory matters. Examples of Applicable Law that eNETS is subject to in connection with its provision of the eNETS DA Service, which may give rise to such obligations on the Merchant’s part include but is not limited to:
  1. anti-money laundering, countering the financing of terrorism and sanctions laws and regulations, including but not limited to any and all regulatory requirements pertaining to the collection and retention of information, documents and materials in relation to any transactions using the eNETS DA Service;
  2. any and all regulatory requirements imposed on eNETS by the MAS or any other Governmental Authority, including but not limited to any and all requirements pertaining to the submission of regulatory returns, periodic reports or record keeping; and
  3. any request for information, documents and/or materials from the MAS or any other Governmental Authority; and/or
3. such other purposes relating or relevant in connection with the matters described under sub-paragraphs (i) and/or (ii) above, or as may be notified to the Merchant by eNETS from time to time,

and the Merchant further agrees that any and all such information, documents and/or materials may be disclosed to the 3rd Party Card Scheme operator for any such purposes. The Merchant authorises eNETS to obtain information from third parties when performing credit risk, security, qualification and other reviews. The Merchant agrees that all information provided by it to eNETS in connection with the eNETS DA Service shall comply with all formats, specifications, protocols and requirements as reasonably necessary to meet the foregoing purposes;

the Merchant shall be solely responsible for dealing with any dispute of whatsoever nature concerning any Goods and Services sold by the Merchant or which constitute the subject matter of a Transaction, including any dispute concerning the quality, nature and/or price of any such Goods and Services. Under no circumstances shall eNETS have any liability arising out of or in connection with any such dispute;
the Merchant shall not acquire any rights in respect of intellectual property rights of eNETS and/or the relevant 3rd Party Card Scheme, including without limitation any eNETs Marks or 3rd Party Marks, nor in relation to any transactional or other data arising in connection with any Transaction; and
unless eNETS expressly permits otherwise in writing, the Merchant may not withdraw, cancel or make any changes to any payment processing Instructions following transmission via the eNETS DA Service, save that eNETS may in its sole and absolute discretion enable the processing of refunds or reversal of payments made via the eNETS DA Service (“Refund Feature“). The Refund Feature is made available by eNETS “as is” and “as available”, and is subject in any event to the relevant 3rd Party Card Scheme allowing such refund or reversal to be effected in respect of any Transaction. Any use and/or access of the Refund Feature shall be subject to these eNETS Direct Acquiring Terms, as well as any additional policies and guidelines as may be required by the relevant 3rd Party Card Scheme and notified to the Merchant from time to time. Notwithstanding any of the foregoing, eNETS may, at its sole and absolute discretion, cancel or decline to process or complete any such Instructions without providing any reason therefor, and eNETS also reserves the right to modify the mechanism of processing refunds in connection with the eNETS DA Service from time to time.

3. DISPLAY AND PROMOTIONAL MATERIALS

3.1 The Merchant shall only display at the Merchant’s Site(s) and on promotional materials the 3rd Party Marks, for the sole purpose of informing the public that the 3rd Party Cards will be accepted and honoured by the Merchant, in such form and manner as eNETS may from time to time prescribe and in compliance also with any terms or guidelines imposed by each 3rd Party Card Scheme operator in connection with such display and use. Without limitation to the foregoing, the 3rd Party Marks shall be displayed at parity (in terms of size, frequency, colour treatment and location). The Merchant shall at its own cost and expense comply with any directions eNETS may issue in connection with the use or removal of the 3rd Party Marks.

3.2 The Merchant’s use of such promotional materials shall be subject to eNETS’ directions from time to time. The Merchant’s right to use or display the 3rd Party Marks of each 3rd Party Card Scheme may continue only so long as eNETS continues to provide the eNETS DA Service to the Merchant and eNETS continues to process the 3rd Party Cards under these eNETS Direct Acquiring Terms, or until the Merchant is notified by eNETS to cease such use. Upon the termination of eNETS’ provision of the eNETS DA Service to the Merchant, the Merchant shall immediately cease such use, and deliver to eNETS all copies of the 3rd Party Marks and/or any promotional materials which may have been provided by eNETS and/or any 3rd Party Card Scheme operator.

4. ACCEPTANCE OF 3RD PARTY CARDS AND PROVISION OF SALES SLIPS

4.1 The Merchant agrees to accept and honour promptly without discrimination all 3rd Party Cards properly presented or used by a 3rd Party Cardholder for payment of Goods and Services sold, without preferring in lieu thereof any other form of payment.

4.2 The Merchant shall in respect of each Transaction, provide all information necessary to identify and describe such Transaction in a Sales Slip in the form and manner designated by eNETS from time to time, including the following:

the Merchant’s registered name and Site;
the Transaction amount in Singapore Dollars (unless otherwise expressly agreed between eNETS and the Merchant in writing) corresponding to the price of the Goods and Services sold, as the case may be;
the Transaction Date;
the 3rd Party Cardholder’s name;
a description of the Goods and Services sold;
the Merchant’s policy of returns and refunds of the Goods and Services offered on the Site, if applicable;
any information as required under the applicable 3rd Party Card Scheme Regulations; and
any other information as eNETS may specify to the Merchant.

4.3 The Merchant represents and warrants to eNETS that the information contained in any Sales Slip submitted to eNETS is true and accurate.

4.4 The Merchant shall not accept or honour any 3rd Party Card which:

is not authorised by the 3rd Party Cardholder;
is invalid or expired;
does not pass any security or authentication process designated by eNETS from time to time; and/or
is notified to the Merchant by or on behalf of eNETS and/or any 3rd Party Card Scheme operator as being lost, stolen and/or cancelled.

4.5 The Merchant shall not, in connection with the use and acceptance of any 3rd Party Card:

require or impose any obligation to pay or otherwise recover from any 3rd Party Cardholder any fee, surcharge, any part of the Deduction(s), or any sums of money in connection thereto;
solicit or promote any other method of payment more actively than payment through the use of the 3rd Party Card; and/or
impose any minimum or maximum amounts as a precondition for the acceptance of the 3rd Party Cards for payment of Goods and Services purchased.

4.6 The Merchant may process any purchase of Goods and Services by a Cardholder as separate Transactions evidenced by two (2) or more Sales Slips (i.e. split-sales), only in the following scenarios:

in a partial or delayed delivery situation; or
to charge multiple Transactions against the same 3rd Party Card, but only in circumstances where those Transactions are of such combined or aggregate value that they would not, in the absolute opinion of eNETS, have resulted in a different authorisation response from eNETS if they were processed in a single Transaction.

4.7 The Merchant shall not process any Transaction which includes in a Sales Slip only a part of the amount due, except:

where the balance of the amount due is paid by the 3rd Party Cardholder at the time of sale in cash, by cheque, or by any means other than a 3rd Party Card; or
where the Goods and Services are to be delivered or performed at a later date and a Sales Slip is issued in respect of a deposit, and another Sales Slip is issued in respect of the balance amount, provided that the second Sales Slip is issued only upon delivery or performance of such Goods and Services, and such Sales Slips are marked with the word “deposit” or “balance” as the case may be.

4.8 The Merchant agrees to abide by and comply with:

all rules, regulations, directives, guidelines, manuals, instructions and other requirements which may be imposed from time to time by the relevant 3rd Party Card Scheme operator and/or eNETS, including without limitation those pertaining to the use and/or acceptance of any 3rd Party Card in connection with any Transaction, and/or Authorisation Codes; and
the PDPA and any and all other applicable personal data protection laws.

4.9 Notwithstanding anything to the contrary in these eNETS Direct Acquiring Terms: (a) the Merchant shall not conclude or process any Transaction if it has not received an Authorisation Code (which may for the avoidance of doubt be conveyed through eNETS or issued by the relevant 3rd Party Card Scheme(s)) for the Transaction; and (b) any failure whatsoever by eNETS to convey any Authorisation Code in respect of any Transaction shall not be a breach of these eNETS Direct Acquiring Terms by eNETS.

4.10 The Merchant undertakes to eNETS that:

save as expressly provided in these eNETS Direct Acquiring Terms, the Merchant shall ensure that any Sales Slip submitted to eNETS for processing does not record the supply of Goods and Services to the relevant 3rd Party Cardholder by a party other than the Merchant;
the Merchant shall not, without the prior approval of eNETS, (i) submit or request for processing any Sales Slips, Credit Slips, Transactions and/or Chargebacks arising from any material change in the type of Goods and Services it offers; or (ii) substantially alter its method of doing business; and
the Merchant shall not submit or request for processing any Transaction for which there has been a previous Chargeback to eNETS and the goods sold by the Merchant to that 3rd Party Cardholder have been subsequently returned to the Merchant and/or Merchant has not rendered to Cardholder any relevant services.

4.11 The Merchant represents and warrants to eNETS that:

the Merchant has no knowledge, and does not reasonably have knowledge, of any fact or matter that would impair the ability of eNETS to collect the amount payable from the relevant 3rd Party Cardholder as recorded on each Sales Slip submitted by the Merchant;
all Transactions and all records, data and information submitted to eNETS are to the best of the Merchant’s knowledge true, accurate, valid, genuine and correct; and
all Transactions processed by the Merchant are in compliance with these eNETS Direct Acquiring Terms, the relevant 3rd Party Card Scheme Regulations and all Applicable Law.

4.12 The Merchant shall not abandon the Site or change the address of the Site without the prior approval of eNETS and without procuring proper and satisfactory arrangements for persons attempting to gain access to the original address of the Site to locate the new address of the Site with ease.

5. RECORDS OF TRANSACTIONS

5.1 The Merchant shall keep and preserve the Merchant’s copies of all Sales Slips and Credit Slips delivered to eNETS and all other documents and records (regardless whether in documentary or electronic form) relating to each Transaction, each Chargeback and the Goods and Services in respect thereof, for a period of at least five (5) years from the date of the Transaction or Chargeback. Upon request, eNETS shall be entitled to examine, inspect and verify all such records and documents, and the Merchant shall provide eNETS with copies of such records and documents.

5.2 The Merchant shall furnish eNETS, within three (3) Business Days after receipt of written request by eNETS, such information or documents relating to any Transaction, Chargeback, Sales Slip or Credit Slip as may be requested by eNETS.

5.3 The Merchant shall verify all information or documents furnished to eNETS pursuant to a request under Clause 5.2 and notify eNETS in writing (or by any other means specified by eNETS) of any error or discrepancies in any such records and documents provided within seven (7) days after the date of the Transaction in each case (or such other period as may be determined by eNETS). If eNETS does not receive any notification within the stipulated time, all such information and the entries in any such records and documents shall be deemed to be binding and conclusive on the Merchant. For avoidance of doubt, nothing in this Clause shall restrict eNETS from disputing the veracity or accuracy of such information or documents.

6. CREDIT SLIPS

6.1 eNETS shall have the right in its sole and absolute discretion to accept, cancel or decline to process any Chargeback and/or refund in connection with these eNETS Direct Acquiring Terms without providing any reason therefor, and eNETS also shall have the right to modify any mechanism of processing any Chargeback or refund from time to time.

6.2 If any Goods and Services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a Transaction or any part thereof in favour of the 3rd Party Cardholder for any reason, the Merchant shall not make a cash refund to the 3rd Party Cardholder but shall deliver promptly to eNETS a true and complete copy of each Credit Slip evidencing such refund or adjustment.

6.3 Each Credit Slip shall include all of the following details: (a) the name of the Merchant from which the Goods and Services to which the refund relates are purchased; (b) the address of the Merchant; (c) the Transaction amount and stating whether such amount will be debited from or credited to that 3rd Party Card account; (d) the Transaction currency; (e) the Transaction Date (or credit preparation date); (f) the unique Transaction identification number; and (g) amount of the credit in sufficient detail to identify the relevant Transaction.

6.4 All Credit Slips drawn pursuant to these eNETS Direct Acquiring Terms shall be in Singapore Dollars.

6.5 The Credit Slip shall not be deemed invalid solely for the reason that it has not been signed, stamped and/or dated. In addition, so long as a Credit Slip has been issued by the Merchant, eNETS may deem such Credit Slip to be good for the purpose for which it has been issued.

6.7 The Merchant agrees that eNETS and/or the relevant 3rd Party Card Scheme operator may conduct background investigation(s) on the Merchant, including to generate credit reports of both the business and the principals and/or officers of the business of the Merchant. eNETS shall have the right to conduct an inspection of the Site at any reasonable time.

7. PAYMENTS AND SETTLEMENT

7.1 All Transactions shall be made in Singapore Dollars, and subject to a maximum transaction value of S$20,000 (or such other limit that may be permitted by eNETS in writing from time to time).

7.2 Without prejudice to Clause 9 of the Standard T&Cs, the Merchant agrees that settlements due from eNETS to the Merchant (in respect of Transactions processed by eNETS) will be processed and paid in such currency as received from the relevant 3rd Party Card Scheme(s) operator (less all Service Fees due and owing to eNETS by the Merchant).

7.3 For avoidance of doubt, in the event that eNETS does not receive payment from the relevant 3rd Party Card Scheme(s) operator for any reason whatsoever, eNETS shall not be liable to the Merchant for such sums.

7.4 In addition, subject to the terms of these eNETS Direct Acquiring Terms and the due and timely performance by the Merchant of all its obligations thereunder, eNETS will exercise reasonable endeavours to pay the Merchant the Payment Amount only in respect of each Transaction which meets the following:

eNETS has determined the Transaction to be compliant with these eNETS Direct Acquiring Terms pursuant to any audits and/ or checks that eNETS may, in its sole and absolute discretion, choose to conduct;
the Transaction was entered into whilst these eNETS Direct Acquiring Terms are in force; and
all of the information specified in Clause 4.2 in connection with the Transaction has been duly delivered and submitted to eNETS by the Merchant in accordance with these eNETS Direct Acquiring Terms.

7.5 Any settlements made by eNETS to the Merchant under these eNETS Direct Acquiring Terms shall not be construed as a representation by eNETS that the Transaction complies with the criteria listed in Clause 7.4.

7.6 eNETS shall have the right in its absolute discretion to claim or recover from the Merchant any payment made, in accordance with the provisions of Clause 6.

7.7 In relation to any Sales Slip submitted by the Merchant, eNETS shall be solely entitled to all interests in the related accounts receivable and to make billings and collections thereon. The Merchant agrees not to solicit or to make any collections thereunder. In addition, the Merchant shall not receive any payments from a 3rd Party Cardholder with respect to any charges for Goods and Services which are included on a Sales Slip resulting from the use of the 3rd Party Card. The Merchant shall not make any special charge or take any security from the 3rd Party Cardholder.

7.8 eNETS shall be the absolute owner of all Sales Slips.

7.9 The Merchant agrees and acknowledges that all Sales Slips and Credit Slips drawn pursuant to these eNETS Direct Acquiring Terms shall be in Singapore currency unless otherwise agreed between eNETS and the Merchant in a written authorisation to transact in other currencies, which shall be countersigned by the Merchant and obtained from eNETS. Any Transaction in a currency other than Singapore currency shall be based on such rate(s) of exchange as eNETS may in its sole and absolute discretion deem appropriate.

7.10 Notwithstanding anything to the contrary in these eNETS Direct Acquiring Terms, eNETS shall have the right to refuse payment to the Merchant for the full or partial Payment Amount in respect of any Transaction. If eNETS has already paid or credited the Merchant’s Bank Account with such Payment Amount, without prejudice to eNETS’ rights under Clause 6 or any other provision under these eNETS Direct Acquiring Terms, eNETS shall have the right to prohibit the Merchant from withdrawing the funds on deposit, to debit or to charge any account of the Merchant with eNETS without further reference or notice to the Merchant, or to have the Merchant immediately reimburse eNETS such relevant amount (including any overdraft) upon eNETS’ demand, in particular if eNETS determines in its absolute discretion that any of the following events has occurred:

the goods are returned to the Merchant or the services of the Merchant have been rejected, whether or not a Credit Slip is delivered to eNETS;
the Merchant did not obtain an Authorisation Code for that Transaction;
the Authorisation Code recorded on the Sales Slip: (i) does not correspond with eNETS’ record of the relevant Authorisation Code issued; or (ii) fails to correspond with the valid Authorisation Code number obtained through the authorisation system of the relevant Issuer Bank or the Sales Slip otherwise indicates a mismatch in the nature of business, customer profile, or place of business of the Merchant;
any Sales Slip is illegible, altered improperly and/or incomplete;
the Cardholder disputes the sale, quality, or delivery of goods or the performance or quality of service covered by the Sales Slip or denies liability to pay for the same for whatever reason;
any Sales Slip or Credit Slip is drawn by the Merchant in circumstances constituting a breach of any term, condition, representation, warranty, duty or obligation of the Merchant under these eNETS Direct Acquiring Terms;
the 3rd Party Card is invalid, is revoked, or may be counterfeit, or eNETS receives notification from the relevant Issuer Bank or 3rd Party Card Scheme operator that the Transaction is or may be fraudulent;
the sale of Goods and Services, or the use of a Card, involves a violation of any Applicable Law, notwithstanding that eNETS may have had notice of any such violation at the time when payment was made;
any breach by the Merchant (and/or its Representatives or contractors) of its/their representations, warranties, undertakings or obligations under these eNETS Direct Acquiring Terms;
the Merchant presents records (for example Sales Slips and Credit Slips) of transactions (including without limitation Transactions) which it knows or should have known to be false, fraudulent, incorrect or not made or authorised by the 3rd Party Cardholder or any paper (including without limitation Sales Slips) which did not originate as a result of a genuine transaction (including without limitation Transactions) between the 3rd Party Cardholder and the Merchant for the purchase of Goods and Services;
a breach by the Merchant of any of the 3rd Party Card Scheme Regulations or any term or condition therein or any Applicable Law;
any Sales Slip does not correspond with the records of eNETS; and/or
any transaction (including without limitation any Transaction) is deemed by eNETS to be fraudulent, irregular, suspicious, a forgery, or otherwise not in order.

7.11 If an Issuer Bank or 3rd Party Card Scheme operator other than eNETS refuses to honour any one (1) or more of the Sales Slips issued by the Merchant, or if there is any Chargeback, the Merchant shall refund by way of a Credit Slip pursuant to Clause 6 the sum of all amounts appearing on the face of the Sales Slips which have been dishonoured or charged back, and eNETS shall be entitled to recover immediately the said amounts from the Merchant.

7.12 The Merchant agrees and acknowledges that:

the submission of Sales Slips for processing shall constitute an endorsement by the Merchant. The average dollar value, volume processed, and percentage of chargebacks and returns disclosed by the Merchant to eNETS are important variables for eNETS’ determination of any Service Fees indicated. If these variables are found to be materially different from those disclosed, eNETS shall have the right to change the Service Fees;
eNETS is not a guarantor of final payment for the Sales Slips to the Merchant;
the Merchant hereby waives notice of default or non-payment, protest or notice of protest, demand for payment and any other demand or notice in connection with any Sales Slip sought to be processed under these eNETS Direct Acquiring Terms;
the Merchant shall consent to any extension of time or compromise made with any 3rd Party Cardholder relative to any Sales Slip without limiting the Merchant’s liability; and
the Merchant must promptly notify eNETS if it fails to receive the relevant Payment Amounts or if there are any changes to the Merchant’s Bank Account. Transfer of the Payment Amounts may be delayed or misdirected if the Merchant provides inaccurate information about, or fails to notify eNETS of changes to, the Merchant’s Bank Account. eNETS is not responsible for settlement errors that arise if the Merchant provides inaccurate information about, or fails to notify eNETS of changes to, the Merchant’s Bank Account.

7.13 Without prejudice to the other rights and remedies of eNETS, to the maximum extent permitted by law, eNETS may withhold the Earmark Amount for such duration and on such basis (including without limitation on a rolling basis) as eNETS determines in its sole and absolute discretion from the Merchant in the event that:

eNETS’ provision of the eNETS DA Service is terminated for any reason;
any breach by the Merchant (and/or its Representatives or contractors) of its/their representations, warranties, undertakings or obligations under these eNETS Direct Acquiring Terms;
the Merchant engages in any processing of charges, which creates an overcharge to the 3rd Party Cardholder by the duplication of charges; and/or
any Insolvency Event has occurred in respect of the Merchant.

7.14 Without prejudice to any of its other rights and remedies, eNETS shall at all times be entitled to set off any amount owing or outstanding or due to eNETS from time to time under these eNETS Direct Acquiring Terms or any other agreement or account, including without limitation any amount the Merchant is liable to pay eNETS due to a Chargeback and all Losses that may be incurred or suffered by eNETS as a result of or in connection with the Merchant’s breach of its representations, warranties, undertakings or obligations under these eNETS Direct Acquiring Terms and/or the Merchant’s delay or failure to provide satisfactory Goods and Services to the 3rd Party Cardholders who have purchased such Goods and Services from the Merchant, against: (a) the Earmark Amount; (b) any other amounts payable by eNETS to the Merchant and/or (c) from the trust account(s) referred to in Clause 10.2 of the Standard T&Cs.

8. CHARGEBACKS

8.1 If eNETS receives a Chargeback raised by the Issuer Bank, the Merchant shall immediately pay to eNETS the relevant amount of the Chargeback. If any such amount is uncollectible through withholding from any payments due hereunder, the Merchant shall, immediately upon demand by eNETS, pay eNETS the full amount of the Chargeback within such timelines as eNETS may notify the Merchant. eNETS may charge interest at a rate which it may determine in its sole and absolute discretion in respect of any delayed payments.

8.2 In addition, eNETS shall be entitled, upon receiving notification from the relevant Issuer Bank and/or 3rd Party Card Scheme operator and without any requirement for or any obligation to obtain any further proof thereof, to:

withhold full or partial payment to the Merchant;
set off against any payment accruing to the Merchant;
deduct from any security deposit of the Merchant held by eNETS; or
seek immediate reimbursement from the Merchant as a debt,

for the amount of the relevant Chargeback imposed by the relevant Issuer Bank and/or 3rd Party Card Scheme operator against eNETS in connection with a Transaction, including but not limited to, where:

(i) the Merchant’s Goods and Services is/are returned or rejected by the Merchant’s 3rd Party Cardholder for any reason;

(ii) the credit or charge card details used to effect a Transaction are fictitious or belong to a non-existent account;

(iii) the relevant 3rd Party Cardholder alleges that a Transaction has been drawn without his/her consent or instruction;

(iv) the relevant bank otherwise refuses for any reason to clear or settle the funds in connection with a Transaction.

If any amount withheld, set off, deducted or reimbursed (as the case may be) under this Clause 8.2 becomes payable or refundable to the Merchant, eNETS shall pay or refund, without interest, such amount to the Merchant as soon as practicable.

9. REFUNDS

9.1 The Merchant undertakes to establish or maintain a fair policy of refunds to 3rd Party Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by the Merchant. Such refund policies shall be disclosed to the 3rd Party Cardholders at the time of purchase. The Merchant shall also permit returns and refunds to any 3rd Party Cardholder the price paid for any Goods and Services purchased or procured from the Merchant which are unsatisfactory to 3rd Party Cardholder.

9.2 In addition, the Merchant shall at all times act in accordance with the instruction for processing refunds contained in the Operations Manual.

9.3 If the refund request is made by a 3rd Party Cardholder to the Merchant and upon receipt of the Merchant’s Instructions, eNETS may in its sole and absolute discretion refund any sum approved by the Merchant to the relevant 3rd Party Cardholder. However, no refund of any Service Fees and/or Cardholder Fees levied on the original Transaction will be made.

9.4 The Merchant shall, if eNETS so requires, pay to eNETS on demand the full amount of any refund granted or made to the 3rd Party Cardholder.

10. SMALL MERCHANT PROGRAMME (ONLY APPLICABLE FOR SMP MERCHANTS)

10.1 The Merchant may apply to participate in the Small Merchant Program offered by eNETS and eNETS may, at its sole and absolute discretion, allow the Merchant to participate in the Small Merchant Program on the condition that the Merchant meets all eligibility criteria as set out in Schedule 1 Paragraph 4 of these eNETS Direct Acquiring Terms and Schedule 2 Paragraph 4 of these eNETS Direct Acquiring Terms (collectively referred to as “SMP Eligibility Criteria“).

10.2 Without prejudice to the other terms and conditions under these eNETS Direct Acquiring Terms, the SMP Merchant additionally agrees and acknowledges as follows:

Services Fees payable by the SMP Merchant are at special rates (“SMP Rates”) set out in the relevant Application Form;
the SMP Merchant’s entitlement to SMP Rates and participation in the Small Merchant Program is conditional on the SMP Merchant meeting and continuing to meet all SMP Eligibility Criteria;
eNETS shall have the right to revise the SMP Rates, the Services Fees payable by the SMP Merchant from time to time and such revised SMP Rates and/or Services Fees payable shall be binding on the SMP Merchant upon notification to the SMP Merchant by eNETS;
eNETS and the relevant 3rd Party Card Scheme operators shall each have the right to amend the SMP Eligibility Criteria (or any part thereof) from time to time, and such amended SMP Eligibility Criteria shall be binding on the Merchant upon notification to the SMP Merchant by eNETS;
the SMP Merchant shall, upon request by eNETS from time to time, promptly provide eNETS with any information, documents and/or materials (including without limitation corporate, payment processing, transactional or other information) to prove to the satisfaction of eNETS that the SMP Merchant has met and continues to meet any and all SMP Eligibility Criteria (as may be amended from time to time);
in the event that the SMP Merchant, in eNETS’ sole and absolute opinion, fails to meet any of the SMP Eligibility Criteria (“SMP Termination Event“), the SMP Merchant shall be disqualified from the Small Merchant Program and the SMP Rates shall cease to apply, with immediate effect (“SMP Termination Date“), without prior notice from eNETS;
in the event where the Merchant is charged the Services Fees at SMP Rates after the SMP Termination Date for any reason whatsoever (including but not limited to eNETS’ error or omission), eNETS shall have the right to charge or claim for the shortfall in the Services Fees payable by such Merchant;
nothing herein (including the occurrence of SMP Termination Event) shall affect or limit the SMP Merchant’s obligations and liabilities under these eNETS Direct Acquiring Terms; and
eNETS’ decision under this Clause 10 shall be final and binding. eNETS shall not be obliged to provide any justification for the enforcement of any terms under this Clause 10.

11. TERMINATION

11.1 The Merchant agrees and acknowledges that each Card Scheme shall have the right, by written notice to eNETS, to limit or terminate the provision of the eNETS DA Service by eNETS to the Merchant, and upon notice (whether by eNETS or by the Card Scheme) to the Merchant of the same, the Merchant agrees to be bound by any such limitation or termination (as the case may be) accordingly.

11.2 In addition to and without prejudice to any rights or remedies of eNETS under Clause 20 of the Standard T&Cs, or at law or in equity, eNETS shall have the right (but not the obligation) at any time to give notice in writing to the Merchant to terminate the provision of this eNETS DA Service immediately, if in the sole and absolute opinion of eNETS, any one (1) or more of the following events has occurred, whether or not such event is of a continuing nature:

eNETS is required by a Card Scheme to terminate its provision of the eNETS DA Service;
the Merchant is listed on the CTMF; and/or
the Merchant fails to satisfy a review or audit conducted by eNETS under these eNETS Direct Acquiring Terms.

11.3 In the event of termination of eNETS’ provision of the eNETS DA Service howsoever caused, save only to the extent where prohibited by Applicable Law:

the Merchant shall within three (3) days from the termination of the provision of this eNETS DA Service howsoever caused:
1. return to eNETS (in the form and manner as eNETS may specify) all information, property, documents, papers and copies thereof: (1) belonging to eNETS; and/or (2) received from eNETS for the purpose or in the course of these eNETS Direct Acquiring Terms, which may be in the Merchant’s possession or control, including without limitation:
  1. all material and equipment provided by eNETS and/or the 3rd Party Card Scheme, including but not limited to material bearing symbols, logos and trade marks of eNETS and/or the 3rd Party Card Scheme, credit card applications and Terminals; and
  2. all records relating to Personal Data, together with all documentation, books, records and evidence of any and all consents or agreements with third parties relating to such Personal Data; and
2. on request by eNETS, securely destroy and erase all soft copies of documentation containing information referenced in sub-paragraph (i) above that exist in hard disks, removable storage media and other storage media or facility whatsoever; and
the Merchant shall not submit any Sales Slip to eNETS for processing in connection with the eNETS DA Service.

12. RIGHTS OF THIRD PARTIES

12.1 A person who is not a Party to these eNETS Direct Acquiring Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms, save that: (a) notwithstanding the Contracts (Rights of Third Parties) Act 2001, any 3rd Party Card Scheme may, in its own right, enforce any term of these eNETS Direct Acquiring Terms that expressly confers a right on such 3rd Party Card Scheme; and (b) the right of eNETS to terminate, rescind, or agree any variation, waiver, or settlement under these eNETS Direct Acquiring Terms shall not in any event be subject to the consent of any third party.

Schedule 1 to Annex 15: MasterCard Rules

1. APPLICATION

1.1 This Schedule shall apply if:

the Merchant selects, accesses, uses, and/or activates the payment processing systems and related services of Mastercard; and
eNETS has agreed to make available the same to Merchant in connection with the eNETS Direct Acquiring Terms.

1.2 The terms of this Schedule shall apply in addition to the eNETS Direct Acquiring Terms. In the event of any inconsistency between the terms of this Schedule and any other eNETS Direct Acquiring Terms, the terms of this Schedule shall prevail to the extent of such inconsistency.

2. INTERPRETATION

2.1 In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:

“Mastercard Rules“

means the Mastercard Rules currently available at https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf, and as may be amended from time to time.

3. SPECIFIC TERMS

3.1 The Merchant agrees and acknowledges, and hereby undertakes to eNETS, that the Merchant shall comply with the Mastercard Rules, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the Mastercard Rules as stated to be applicable the Merchant or its business. The Merchant shall be deemed to have made to both Mastercard and eNETS any and all representations, warranties, undertakings of the Merchant as referenced or set out in the Mastercard Rules. Without prejudice to the generality of the foregoing:

the Merchant shall apprise itself of the most updated version of the Mastercard Rules as may be amended and published from time to time;
where the Mastercard Rules references the inclusion of specific provisions in the eNETS Direct Acquiring Terms, the Merchant agrees and acknowledges that all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant hereby undertakes to eNETS that the Merchant shall comply with any and all such specific provisions;
where under the Mastercard Rules, eNETS is required to or otherwise stated as being responsible to ensure/procure any obligation in respect of the Merchant, the Merchant agrees and acknowledges that eNETS is hereby deemed to have expressly procured the same of the Merchant hereunder, and all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant undertakes to eNETS to comply accordingly;
the Merchant agrees and undertakes to eNETS to be bound by and ensure the due and timely performance, at Merchant’s own expense, of any directions eNETS may from time to time issue to the Merchant which eNETS in its sole and absolute discretion regards to be necessary or expedient to comply with the Mastercard Rules; and
the Merchant undertakes to eNETS not to do, or omit to do anything, that will cause eNETS or the Merchant to be in breach of the Mastercard Rules.

4. MASTERCARD SMP ELIGIBILITY CRITERIA

4.1 Merchant must:

be new to Mastercard (defined as not having accepted any form of Mastercard payment for the 12 months before the Merchant’s request to participate in the Small Merchant Program);
have an annual turnover that is SGD 1,000,000 or less across all of the Merchant’s outlets and sales channels;
have an annual Mastercard processed domestic volume that is SGD 280,000 or less on a 12-month running basis (i.e within any period of 12 months) across all of the Merchant’s outlets and sales channels; and
shall not be classified under any of the Merchant Category Code (“MCC”) set out in the table below:

MCC	Description
8062, 9211, 9222, 9223, 9311, 9399, 9402, 9405	Government Services MCCs
4829	Money Transfer
5541	Service Stations (with or without Ancillary Services)
5542	Fuel Dispenser, Automated
5993	Cigar Stores and Stands
6010, 6011	Cash Disbursements—Customer Financial Institution
6012	Merchandise and Services—Customer Financial Institution
6050, 6051	Quasi Cash
6532, 6533, 6536, 6537, 6538, 6540	Payment Transaction and MoneySend
7995	Gambling Transactions

Schedule 2 to Annex 15: VISA Rules

1. APPLICATION

1.1 This Schedule shall apply if: (a) the Merchant selects, accesses, uses, and/or activates the payment processing systems and related services of Visa; and (b) eNETS has agreed to make available the same to Merchant in connection with the eNETS Direct Acquiring Terms.

2. INTERPRETATION

2.1 In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:

“Visa Rules“

means the Visa Core Rules and Visa Product and Service Rules currently available at https://usa.visa.com/content/dam/VCOM/download/about-visa/visa-rules-public.pdf, and as may be amended from time to time.

3. SPECIFIC TERMS

3.1 The Merchant agrees and acknowledges, and hereby undertakes to eNETS, that the Merchant shall comply with the Visa Rules, including without limitation all the requirements of or applicable to the “Merchant” or as set out or described in the Visa Rules as stated to be applicable the Merchant or its business. The Merchant shall be deemed to have made to both Visa and eNETS any and all representations, warranties, undertakings of the Merchant as referenced or set out in the Visa Rules. Without prejudice to the generality of the foregoing:

Merchant shall apprise itself of the most updated version of the Visa Rules as may be amended and published from time to time;
where the Visa Rules references the inclusion of specific provisions in the eNETS Direct Acquiring Terms, the Merchant agrees and acknowledges that all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant hereby undertakes to eNETS that the Merchant shall comply with any and all such specific provisions;
where under the Visa Rules, eNETS is required to or otherwise stated as being responsible to ensure/procure any obligation in respect of the Merchant, the Merchant agrees and acknowledges that eNETS is hereby deemed to have expressly procured the same of the Merchant hereunder, and all such provisions are hereby deemed to be expressly incorporated mutatis mutandis in this Schedule and binding upon the Merchant hereunder, and the Merchant undertakes to eNETS to comply accordingly;
the Merchant agrees and undertakes to eNETS to be bound by and ensure the due and timely performance, at Merchant’s own expense, of any directions eNETS may from time to time issue to the Merchant which eNETS in its sole and absolute discretion regards to be necessary or expedient to comply with the Visa Rules; and
the Merchant undertakes to eNETS not to do, or omit to do anything, that will cause eNETS to be in breach of the Visa Rules.

4. VISA SMP ELIGIBILITY CRITERIA

4.1 Merchant must:

fulfil Singapore government’s definition of Small and Medium Enterprise;
have an annual turnover that is SGD 1,000,000 or less;
be independent / sole retailers with no affiliation to any publicly listed companies or business groups;
have less than 10 outlets;
expected and actual Visa processed volume is below SGD 280,000 on a 12-month running basis (i.e within any period of 12 months) across all of the Merchant’s outlets and sales channels;
not have accepted any form of Visa payments in the last 12 months prior to the Merchant’s request to participate in the Small Merchant Program; and
shall not be classified under any of the MCC set out in the table below:

MCC	Description
5122	Drugs, Drug Proprietaries, Druggist Sundries
5962	Direct Marketing: Travel-related Arrangement Services
5966	Direct Marketing: Outbound Telemarketing Merchant
5967, 5969	Direct Marketing: Inbound Teleservices Merchant
7995	including Lottery Tickets, Casino Gaming Chips, Offtrack Betting, and Wagers at Race Track
5993	Cigar Store and Stands
3000-3300 and 4511	Airlines and Air Carriers
3501-3833	Lodging – Hotels, Motels and Resorts
9211, 9222, 9311, 9399, 9405, 8062	Government MCCs
4121, 4112	Taxi cabs / Limousines
4582	Airports / Fields / Terminals
5542	Automated Fuel Dispensers
8389, 8661	Charitable / Social Service / Religious Organizations
8641, 7997, 8699	Civic / Social / Fraternal Association / Member Clubs