Merchant Payment Services Agreement – General Terms and Conditions

1. the payment account does not contain sufficient funds to complete the payment, or the payment would exceed the credit limit applicable to the payment account; 
2. we did not receive from you full and accurate information or payment authorisation; 
3. circumstances beyond our control (including but not limited to natural disasters, internet service interruptions, malicious attack, accidents, or any other interference from an outside force) which prevents the proper transmission of your payment authorisation; 
4. existence of false or materially misleading statement or representation in connection with any payment authorisation; 
5. the bank or financial institution maintaining the payment account refuses or is unable to honor a payment request from us; 
6. failure of our Payment Scheme to honour a payment request from us; 
7. violation by you of any of the terms of this Agreement or any other agreements between us;
8. submission by you of any payment authorisation which is a Prohibited Transaction, or which is believed by us, in our reasonable opinion, to be a Prohibited Transaction; or 
9. any other reasons arising from our reasonable risk assessment, our internal risk control policies, the Payment Scheme Rules or our compliance with Applicable Law.
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1. if you are in breach of this Agreement or any other agreement with us and, if curable, you fail to cure the breach upon thirty (30) days' notice by us;
2. upon thirty (30) days' notice from us for any reason whatsoever; 
3. upon being directed by our Payment Scheme for any reason whatsoever; 
4. upon being required by Applicable Law or any regulatory body of competent jurisdiction to do so;
5. if you are the subject of any bankruptcy proceedings (in relation to an individual) or any winding up petition is presented against you (in relation to any corporate body); 
6. if we or Payment Scheme believe or have reason to believe that you are likely to cease business operations or encounter significant business difficulties;
7. if we or our Payment Scheme  suspect that you are engaged in any Prohibited Business or are using our Services in connection with any Prohibited Transactions or you engage in activities which are fraudulent, wrongful or in violation of the Payment Scheme Rules, or we reasonably believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity or otherwise deemed warranting termination according to our internal risk control policies; 
8. if we or our Payment Scheme  consider the percentage, number or amount of transactions submitted by you for authorisation to be fraudulent or suspicious, or the number of chargebacks in relation to your submitted transactions, to be excessive, or you owe us any amount from chargebacks, refunds or any other reasons; 
9. if you submit for payment authorisation, transactions on behalf of any third-party entity other than that agreed between us; 
10. if you fail to provide any information that we, pursuant to this Agreement, have requested from you, or fail to update us on any change of information; 
11. if you materially alter your website content without our prior written consent or changes your business or alters your business model during the term of this Agreement without our prior written consent;
12. if there is a direct or indirect change of your control or any of your parent company, change to your or your parent company’s ultimate beneficiary owner or director ; 
13. if a Payment Scheme Partner terminates our arrangements for any reason so that we are no longer eligible to provide the Services to you; 
14. if any of the Payment Methods are provided via Payment Scheme Partners, the Payment Scheme Operators terminate their arrangements with our Payment Scheme Partners so that they are no longer eligible to provide the necessary services to us to enable us to provide the Services to you, or if we or a Payment Scheme Partner are de-registered, cease to be a member of a relevant Payment Scheme Operator, or cease to hold any licence, approval or authorisation required to provide the relevant Services; 
15. if we reasonably believe that your IT system's connection to our IT systems compromises the security or the integrity of our IT system; 
16. you fail to pass the due diligence under Paragraph 15; 
17. if we have any reason to believe that continuing to provide the Services to you would materially prejudice our legitimate business, legal, regulatory or risk interests;
18. if at any time you have not used our Services for a rolling ninety (90) consecutive days; or 
19. if we cease to provide all or part of our Services, whether voluntarily or involuntarily.
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1. you will at all times comply with all applicable Payment Scheme Rules, including but not limited to those under Schedule B, as amended from time to time; 
2. you will take all reasonable efforts to ensure that all information supplied to us are accurate and complete and there are no omissions which may cast doubt on the accuracy of such information; 
3. you are 18 years or older and using your actual identity; 
4. on an ongoing basis, you will promptly provide us with the current address of each of your offices, all "doing business as" (DBA) names used by you, and a complete description of goods sold and services provided to your customers; 
5. if any of your annual returns or other corporate filings become overdue or any corporate information or document ceases to be accurate or current,  you will update us for the latest information, and you understand the payment service will be affected or suspended if it is not updated in a timely manner and we have the right to charge an administrative fee which may be credited from your settlement funds; 
6. you are required to notify KPay of any changes in your information (including, but not limited to, address and contact information) within five (5) Business Days and submit or sign the relevant documents as required by KPay. You understand the Service will be affected or suspended if it is not updated in a timely manner and we have the right to charge an administrative fee which may be debited from your settlement funds. KPay will not be responsible for any loss, damage or expense caused by late notification or incorrect notification; 
7. you have the power and authority to enter into agreement with us for the provision of the Services without the approval of any other party; 
8. your use of the Services will not violate any laws, regulations or third-party arrangements applicable to you or upon which you are bound; 
9. you will notify us of any material changes to the information supplied by you to us for the purposes of our assessment of your right to use the Services; 
10. you will not use the Services with respect to any Prohibited Transactions or Prohibited Business; 
11. you will properly keep accurate information of Transaction Data and Merchant Data using the Services and deliver such information to us upon request for verification purposes or as required by us for us to comply with our obligations under Applicable Law and regulations; 
12. you will ensure that all equipment connected to the Services by you, or on your behalf, is technically compatible with the Services and that the equipment complies with and is used in accordance with all reasonable procedures notified by us and any Applicable Law; 
13. you shall not alter, interfere with, add to, modify, reverse engineer, or otherwise tamper with any of our hardware or software without our express prior approval; 
14. you are responsible for the content and security of any data or information which you send or receive using the Services; 
15. you shall obtain all consents or other authorisations required under Applicable Law to enable us, our Affiliates, contractors, and service providers to process personal data for the purposes of providing the Services and complying with Applicable Law; 
16. you authorise us to process your payments authorisations according to your instructions, these Terms and Conditions and the Payment Scheme Rules and in connection with this, you agree that we have the sole right and discretion to process payment through the Payment Scheme or other related operators and payment processing providers on any transactions submitted for processing; 
17. you will not refund transactions to a card or e-wallet which was not originally used to make such payment authorisations; 
18. you will allow our Payment Schemes to make enquiries about the use of the Services for settlement through their payment processing system and you will ensure that your equipment connected to the Services will not affect the security and integrity of the system of our Payment Scheme ; 
19. you will keep and produce to us the sales invoice, sales slips and delivery note to your customers in case we (or our Payment Scheme) request such information for verification purposes in dealing with suspicious transactions, chargebacks and disputes, such documents shall be kept for at least five years; 
20. you will provide all reasonable assistance in any fraud investigation involving your customers, your account or your use of the Services;
21. you will co-operate with us, and the Payment Scheme in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data; 
22. no one other than you has any claim in respect of any transactions submitted for authorisation except as consented in writing by us; 
23. you will not attempt to effect any payment authorisation through the Services if you reasonably believe that (1) there are suspicious circumstances surrounding the transaction, (2) the proposed transaction may constitute a breach of this Agreement or the Payment Scheme Rules, or (3) the use of the Services may violate any laws or regulations applicable to us, you or to our Payment Scheme; 
24. you must (1) prominently and unequivocally inform your customer of your identity at all points of interaction, so that the customer readily distinguish you from any other third party, such as your supplier of products or services, (2) ensure that your website (i) prominently displays your name, (ii) prominently identifies your name as displayed on the website as both you and as the name that will appear on the statement of the customer,(iii) display your name and information as prominently as any other information depicted on the website, other than the images of the products or the services being offered, in accordance with the Payment Scheme Rules; 
25. you will (1) conduct your business consistent with your ordinary course of the business, past practices and market standard, (2) not conduct your business under any name (trade name or otherwise) other than as stated in the Agreement, (3) not change your registered office and/or business address as stated in Merchant Payment Service Agreement without our prior written consent, (4) promptly notify us if you are likely to cease business operations or encounter significant business difficulties, (5) promptly notify us if there is any change to your or your parent company’s director, shareholder or ultimate beneficial owner; 
26. you must notify KPay in writing at least 3 months before the expiry date of any lease related to your business premises and submit a copy of the new lease. Failure to do so may result in KPay withholding your settlement or implementing other risk control measures; 
27. If you are in the pre-payment industry, you are required to provide your valid lease when applying for the Services. If the remaining term of the lease is less than three months, you need to provide a proof of renewal of the lease; 
28. you will not (1) undertake transactions for anything other than the genuine purchase of the goods and/or services that you supply, (2) impose any minimum or maximum transaction values, (3) discriminate against the use of Payment Methods in any way, (4) split a transaction into two or more transactions, (5) make payment authorisations relating to goods and/or services which fall outside the description of your business as provided to us in the Merchant Payment Services Agreement and from time to time, (6) make payment authorisation for processing of transactions which was not undertaken directly between you and your customers, (7) make payment authorisation for the purposes of giving your customers cash unless you have specifically received our prior written consent, which consent we can only give if we get approval from the Payment Scheme, (8) submit payment authorisation for transactions which you know or ought to have known is illegal, (9) under any circumstances, accept money from a card or e-wallet holder in connection with processing a refund to the card or e-wallet holder's account, (10) allow use of our payment terminal by a party or for a purpose other than those registered with us, or use our payment terminal at a location other than the address you have registered with us, (11) accept any payment transaction using any payment card issued in your name, related to your Designated Bank Account, or held by any of your partners, directors or other officers, or by the spouse or any member of the immediate family or household of any such person, (12) submit any payment authorisation in respect of goods or services before the relevant goods have been dispatched to, or the relevant services have been rendered to, the customer, unless otherwise permitted by the applicable Payment Scheme Rules, or (13) fail to submit any payment authorisation within the period required by the applicable Payment Scheme Rules;
29. you agree to additional terms of offline payment services under Schedule D; and
30. if, based on our risk assessment subject to our absolute discretion, you are assessed as  high-risk, you may be required to submit transaction receipt and other documents as requested by us on a regular basis for verification. Late submission and insufficient submission will entitle us to delay or withhold your settlements, and implement other risk control measures. 
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1. we reserve the right to remove any Payment Method at any time without prior notice; 
2. we may adjust your maximum amount of each payment authorisation at any time without prior notice; 
3. while we strive to always make our Services available, you acknowledge that your access and the use of our Services offered may be suspended for the duration of any planned, unanticipated, or unscheduled downtime or unavailability of any portion or all the Services for any reason including but not limited to system failures and technical interruptions. We have the absolute right, without any liability to you, to suspend your access to our Service at any time, for all scheduled and unscheduled downtime for the purpose of periodic maintenance or otherwise; 
4. we reserve the right to charge you dispute fees levied by Payment Scheme; 
5. if you have a total transaction volume of less than S$200 in thirty (30) consecutive days or less than ten (10) successful transaction records every thirty (30) consecutive days (both days inclusive) after the Services are started, we reserve the right to charge an administrative fee, which will be deducted from the activation fee and the fees paid (including but not limited to annual fee and activation fee) will not be refunded;
6. if you have no successful transaction records for ninety (90) consecutive days (both days inclusive) after the Services are started, we reserve the right on early termination and suspension, and the fees paid (including but not limited to annual fee and activation fee) will not be refunded; 
7. we may use, for the purposes of fulfilling our obligations to our Payment Scheme, any information, whether confidential or otherwise, regarding you that we may, from time to time, request within seven (7) days of us making that request of you; 
8. we may, and, where required by Applicable Law, will, report or disclose information to MAS or any other competent governmental, regulatory or law-enforcement authority where required by Applicable Law or where we reasonably consider such reporting or disclosure necessary in connection with suspected unlawful or suspicious activity. We may make such disclosure without prior notice to you where notice is prohibited or restricted by Applicable Law; 
9. we reserve the right to hold payment from you for the amount owed to us by another Merchant which is under the same control as you, should we believe that the other Merchant violates our risk control policy, provided that no Relevant Money belonging to you will be withdrawn, applied or set off against another Merchant's liability except to the extent permitted by Applicable Law; 
10. we may disclose your information to third parties to enforce your payment obligations to us under these Terms and Conditions, the Merchant Payment Services Agreement, and the Payment Scheme Rules, or otherwise required by law or competent authorities; and 
11. we reserve the right to engage third parties to collect any outstanding debts from you. For the purpose of debt collection, some of your information, including, but not limited to, contact information, financial information and other information that KPay deems necessary, may be disclosed to the designated third party and you agree to such disclosure; 
12. we reserve the right to work with or stop working with and add to or remove from our Service any Payment Scheme Partner and Payment Scheme Operator with or without given prior notice to you; and  
13. we may require you to promptly make any changes to your payment card acceptance policies, procedures, website, systems or business practices that we, a Payment Scheme Partner or a Payment Scheme Operator deem necessary or appropriate to ensure compliance with the Payment Scheme Rules governing the use of Scheme Marks.
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1. You will comply with and conduct your transactions in accordance with all applicable Payment Scheme Rules and regulations, as amended from time to time. If there is any inconsistency between any provision of this Agreement and the Payment Scheme’s Rules and regulations, the Payment Scheme’s Rules and regulations shall take precedence to the extent permitted by Applicable Law. Applicable Law shall prevail in the event of any conflict.
2. Failure to comply with the Payment Scheme’s Rules and regulations may result in you being terminated for cause and listed on various Payment Scheme's and industry databases, including the Terminated Merchant File ("TMF") and the Merchant Alert to Control High Risk Merchants file ("MATCH"). You will be responsible for paying all Payment Scheme Operators' fines, fees, penalties and all other assessments or indebtedness levied by Payment Scheme to us which are attributable to your transactions.
3. A Payment Scheme may at any time, immediately and without advance notice, prohibit you from using any of the Scheme Marks for any reason.
4. A Payment Scheme has the right to enforce any provision of the Payment Scheme Rules and to prohibit you from engaging in any conduct the Payment Scheme deems could injure or could create a risk of injury to the Payment Scheme, including injury to reputation, or that could adversely affect the integrity of a Payment Scheme‘s interchange system, a Payment Scheme's Confidential Information, or both.
5. You will not take any action that could interfere with or prevent the exercise of the right set out in this Paragraph 19 by the Payment Scheme.
6. Some of the Payment Scheme Rules apply directly to you. Examples of the Payment Scheme Rules which might apply to you can be found in Schedule B. Schedule B is an non-exhaustive list, you are required to comply with all Payment Scheme Rules that apply to you.
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1. direct payment by you by depositing funds in the Reserve Account at our request; or
2. proceeds of transactions processed through our Services. We may deduct from the Reserve Account any amount owed to us under these Terms and Conditions. Any funds in a Reserve Account may be held until the expiration of any potentially applicable chargeback rights in respect of transactions submitted through our Services, which holding period may extend beyond termination of the Agreement. No interest will be paid on funds held in any Reserve Account.

1. The Merchant's Authorised Signor(s), which has the meaning given by the Merchant Payment Services Agreement, who is/are the undersigned in this Agreement hereby irrevocably and unconditionally guarantee(s) to KPay, and its successors and assigns, the full, prompt, and complete performance of Merchant and all Merchant’s obligations under this Agreement, including but not limited to all monetary obligations arising out of Merchant's performance or non-performance under this Agreement, whether arising before or after termination of this Agreement. The change of the Merchant’s director or ultimate beneficial owner will not exempt Authorized Signor(s) from the guarantee.
2. The personal guarantee(s) shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or variation of terms of this Agreement.
3. From time to time depending on our assessment of your creditworthiness, we may require you to procure a guarantor acceptable to us to guarantee your obligations to us under these Terms and Conditions and any other agreements between us. Any such guarantee shall be in a separate form and shall last for such period as we shall decide but shall terminate upon the termination of our relationship and the settlement of all outstanding claims between us. You shall notify us immediately if there is any change to the personal guarantor. Before you and your new personal guarantor sign an agreement to change the personal guarantee, the previous personal guarantee will continue to be binding. We have the right to ask for additional persons to sign the personal guarantee before we continue providing Services to you.
4. We shall not be required to give any guarantor notice of our acceptance of the personal guarantee or of any non-payment or non-performance by the Merchant, except to the extent required by Applicable Law. 
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1. a customer disputes any transactions or payments for any transactions, irrespective of the nature or manner of such disputes or whether such dispute was raised reasonably;
2. a proper authorisation of the relevant transaction was not obtained;
3. the code number generated by an authorisation or other details do not correspond with our record of the relevant code or details;
4. the relevant customer, our Payment Scheme, whether under the relevant Payment Scheme‘s Rules or otherwise has indicated the intention to deny or has denied liability for whatever reasons (regardless of whether you have observed this Agreement or obtained the necessary authorisation);
5. a customer's transaction is charged back for any reason by the Payment Scheme; 
6. there has been a breach by you of any term of this Agreement;
7. we have any reason to believe a transaction previously submitted hereunder is a Prohibited Transaction or is otherwise in connection with a Prohibited Business;
8. we receive a chargeback application from the Payment Scheme; or 
9. any other event or circumstance whereby a payment authorisation may be rejected or withheld,

1. malicious hacker attack or computer virus attack or in activation beyond our reasonable control;
2. equipment being materially disabled, destroyed, paralyzed or being unable to operate normally due to circumstances outside our reasonable control including due to hacking, denial of services attack, our systems being subject to ransomware attack or our systems being subject to malicious interference by outside parties;
3. systems interruption or breakdown, temporary suspension or discontinuation of our service as required by law or regulatory authority of competent jurisdictions; or
4. interruption to our business due to changes in laws and regulations such that we are unable to continue providing the Services or otherwise cooperating with you. 
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1. Compliance. You are required to comply with all security procedures that we and our Payment Schemes require and notify you from time to time before completing any transaction. 
2. Retention/Storage of Transaction Data. If you keep any Transaction Data, you shall retain such Transaction Data in the strictest confidence and in a secure environment where it can only be accessed by authorised members of staff, and to ensure that any such details stored electronically are fully protected, correct, complete, not lost or damaged and can be reconstituted, in a complete and easily readable form. You will take all reasonable precautions to ensure that information of the card/wallet holder is not disclosed to any person other than us or our Payment Scheme or misused by any person, unless otherwise required by any Applicable Law or by the Payment Scheme Rules.
3. Retention of Transaction Records for Retrievals and Chargebacks. You must retain in a secure place legible copies of all transaction records and receipts, terminal tally rolls, invoices or equivalent documents relating to each transaction. For the purpose of compliance with the Payment Scheme Rules in relation to chargebacks, all the above mentioned documents must be kept in a safe, secure and confidential manner for five years from the date of the relevant transaction (or, if applicable, in the case of recurring transactions, five years from the date of the last transaction forming part of the recurring transaction). 
4. CVV2/CVC2 data. You must not retain or store magnetic stripe or CVV2/CVC2 data after authorisation for a transaction has been received. 
5. Loss or corruption of Transaction Data. We will not in any circumstances be liable in respect of the face value of any Transaction Data, or (other than if due to our negligence) the costs of reconstituting such data, or for any other loss or damage arising on any loss or corruption of Transaction Data. 
6. If any loss or damage to the physical medium containing any Transaction Data occurs and is agreed, or shown to be due to our negligence, we will reimburse you the replacement value of the lost or damaged medium. 
7. If any loss or corruption of Transaction Data of whatever nature arises as a result of an act or omission by you or any agent or sub-contractor engaged by you, then you shall be liable under this Paragraph 32. 

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1. Any breach by you of this Agreement, these Terms and Conditions; 
2. Any negligent acts or omissions by you in using the Services; 
3. Any claims made by your customers against us directly or indirectly; 
4. Any direct, indirect, or consequential losses, including but not limited to loss of goodwill, that we may incur as a result of your business misconduct; and 
5. Your failure to supply us with accurate and complete information. 
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The Merchant commits to operating KPay's Services, keeping and using the provided equipment(s) (the “Device”) in strict accordance with all technical specification, operation instructions and environmental conditions as set out in the applicable documentation. In case of unnatural wear and tear or loss, the Merchant shall pay compensation for SGD 280 per Device. Exposure of the Device to extreme conditions (e.g., excessive heat, moisture, or corrosive elements) and other unauthorized use will result in liability for actual damages beyond standard compensation.

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1. Nothing in the Terms limits or excludes: (a) in relation to each Party, its liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; any other act or omission, liability for which may not be limited under Applicable Law; (b) and in relation to the Merchant, its liability for: any sums properly due and payable to KPay under the Terms; a breach by the Merchant of Applicable Law; and liability arising under any indemnity given by the Merchant.
2. Subject to Paragraph 37(i), KPay and its Affiliates shall have no Liability in respect of: (a) any incidental, punitive, indirect, special or consequential losses suffered or incurred by the Merchant; (b) any loss of profits; loss of business opportunities or bargain; loss of revenue; loss of anticipated profits; loss of or corruption of data or loss associated with the same; loss of operation time or loss connected with or arising from business interruption; loss of anticipated savings; and/or damage to goodwill or any other damage to reputation, (in each case, arising as a direct or indirect result of the applicable claim); (c) any loss outside of the direct control of KPay and/or any of its Affiliates that arises from the negligence, fraud or wilful misconduct or the insolvency of any third-party correspondent bank, liquidity provider, or other financial institution who is part of the payment network used to provide the Services; (d) the non-execution, or defective execution, of transactions or instructions arises out of any incorrect information provided by Merchant or the Merchant’s failure or delay in providing us with the information we require in accordance with the Terms and Conditions; and (e) any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.
3. Subject to Paragraph 37(i), if we are found by a court of competent jurisdiction to be liable to you for whatsoever reason (whether in contract, tort or otherwise), our liability shall be limited to the lower of (a) S$350 and (b) the total fees actually received by us from you for the provision of the Services in the last three (3) calendar months preceding the date upon which the claim arose.
4. Subject to Paragraph 37(i), damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.

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1. Disputes. The Parties agree that they will attempt to settle any dispute arising out of or relating to this Agreement through good faith negotiations in the spirit of mutual cooperation between representatives of each Party with authority to resolve the dispute. 
2. Publicity. In no event will either Party publicly disparage the other Party. 
3. Time of Essence. Time is of the essence of this Agreement. 
4. Assignment. 

1. This Agreement will be binding upon the Parties and their heirs, successors and permitted assigns. We may assign this Agreement to any directly or indirectly affiliated company. We may also assign or delegate certain rights and responsibilities under this Agreement to independent contractors or other third parties. However, you are not permitted to assign your rights under this Agreement, or any obligations therein without our prior written approval. Any attempt to so assign shall be null and void.
2. We may transfer, sell or otherwise assign any of our rights under this Agreement without your approval and without prior notice to you.
3. If we assign any of our rights under this Agreement, we may disclose information about you and the individuals who are your principals to anyone to whom we assign or may assign such rights.

5. Third Party Rights: Nothing in this Agreement is intended to nor will confer on any person any benefit or any right to enforce any term which such person would not have but for the Contracts (Rights of Third Parties) Act 2001 of Singapore. 
6. Waiver. Any waiver by us of any of the provisions of this Agreement must be made expressly and in writing and will not constitute a waiver of any other provision (whether similar or not), or a continuing waiver of that particular provision unless expressly provided by us in writing. 
7. Severability. If any term or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected. The Parties agree to replace any invalid provision with a valid one that most closely reflects the original intent. 
8. Notices. All notices and any other communication required or permitted by this Agreement shall be in writing and shall be deemed validly given upon receipt if sent to the applicable Party by electronic mail at the address set out in the Merchant Payment Services Agreement or such other electronic mail address as each Party may designate to the other by notice hereunder. For the guarantors, the address provided in the  annual return to ACRA is the delivery address, including but not limited to the delivery of notices, documents, and other communications. 
9. English Language. This Agreement shall be written and executed in, and all other communications under or in connection with this Agreement shall be in the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict in interpretation between the English version and such translation, the English version shall prevail. 
10. Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Singapore, without regard to conflicts of law provisions. The Parties hereby agree to submit to the exclusive jurisdiction of the courts of Singapore for any action or proceeding arising out of or in any way relating to this Agreement. 
11. Entire Agreement. This Merchant Payment Services Agreement and these Terms and Conditions, together with (a) the related schedules to these Terms and Conditions, and (b) any amendments to the Agreement or these Terms and Conditions that are made in accordance with these Terms and Conditions or otherwise permitted by the Merchant Payment Service Agreement, constitutes the entire agreement between the Parties and supersedes all prior oral or written representations, conditions, warranties, understandings, proposals or agreements related to the subject matter of the Agreement and these Terms and Conditions. 
12. No Third-Party Beneficiary. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the Parties. 
13. Further Assurances. You agree to promptly execute and deliver all further documents, provide all other information, and do all acts and things as we determine from time to time are reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement. 
14. Relationship of Parties. It is understood and agreed that the relationship of the Parties is that of independent parties contracting for services and nothing herein contained may be construed as constituting a partnership, joint venture or agency between us and you. 
15. Force Majeure. Neither Party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such Party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes), except that non-payment of amounts due under the Merchant Payment Service Agreement or these Terms and Conditions will not be excused by this provision. 
16. Counterparts. The Merchant Payment Service Agreement may be executed and delivered in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
17. Electronic Execution; Authority; Delivery. The Parties agree that electronic signatures will have the same legal effect as original (i.e. ink) signatures and that delivery of an executed signature page to the Merchant Payment Service Agreement by any Party by electronic transmission or other comparable means will have the same legal effect as delivery of a manually executed copy of the Merchant Payment Service Agreement by such Party and an electronic, scanned, facsimile, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution. You hereby confirm that authorized signatories of the Merchant Payment Service Agreement are entitled to use Electronic Signatures to execute Electronic Contracts with us. Also, these authorized signatories have the ongoing authority to act on behalf of you. You shall notify us in writing at least 14 business days before any change of their authority. You hereby acknowledge that, without such notification, these signatories retain ostensible authority to bind you legally  when executing any contracts with us, even if they lack actual authority, whether express or implied. 
18. Explicit Acknowledgment. You expressly acknowledge that you have received, read, understood, and agreed to be bound by these Terms and Conditions, including all schedules and referenced policies. You further warrant that you have had the opportunity to seek independent legal advice prior to entering into these Terms and Conditions. 
19. Non-Reliance. You confirm that you have not relied on any representation, assurance, or statement outside of these Terms and Conditions. All pre-contractual discussions, materials, or proposals are expressly superseded by these Terms and Conditions.