Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between SG EPAY PTE. LTD. ("SG EPAY", "we", "us", or "our") and the entity or person who registers for or uses the Services ("Merchant", "you", or "your"). By accessing or using the Services, you agree to be bound by these Terms and the documents incorporated by reference.

1. Definitions

“Account” means the registered account used to access the Services.

“Acquiring Services” means merchant acquiring and payment processing services provided by SG EPAY and/or its banking or scheme partners, including authorisation, capture, settlement, refund, and chargeback processing.

“Applicable Law” means all laws, regulations, notices, guidelines, and rules (including the Payment Services Act 2019 (No. 2 of 2019) of Singapore (the “PSA”) and subsidiary legislation), card scheme rules, and regulator or network directives that apply to the Services or your use of them.

“Card Schemes” means Visa, Mastercard, American Express, Discover, UnionPay, JCB, or other payment networks supported by SG EPAY.

“Chargeback” means a transaction reversal initiated by a cardholder or issuing bank in accordance with scheme rules.

“Data Protection Laws” means the Personal Data Protection Act 2012 of Singapore (“PDPA”) and any other applicable data protection laws.

“Disputes” means any retrieval, inquiry, representment, pre-arbitration, arbitration, or other scheme dispute process.

“Payment Methods” means cards, PayNow/FAST, BNPL/wallets, QR-based networks, bank transfers, and any other payment channels supported by SG EPAY from time to time.

“Services” means the platforms and payment services SG EPAY makes available, including APIs, SDKs, dashboards, and documentation.

2. Contracting Entity; Regulatory Status

2.1 SG EPAY PTE. LTD. is incorporated in Singapore UEN 201311855D with registered office at 8 EU TONG SEN STREET, #11-81, THE CENTRAL, SINGAPORE 059818, and is licensed by the Monetary Authority of Singapore as a Major Payment Institution for (among others) Merchant Acquisition Services.

2.2 No Banking Relationship. SG EPAY is not a bank, deposit-taking company, or trustee. Funds processed through the Services are not deposits and are not protected by the Singapore Deposit Insurance Scheme.

2.3 Safeguarding / Settlement. SG EPAY or its settlement partners may hold merchant funds in segregated accounts for the purposes of settlement. Where commingling occurs in a trust or safeguarding account, you acknowledge the inherent risks of commingling and insolvency of the safeguarding institution.

3. Acceptance of Terms; Incorporated Policies

3.1 These Terms incorporate by reference the following documents (collectively, “Policies”):

• Privacy Notice (how we collect, use, disclose and retain personal data);

• Acceptable Use Policy (AUP) (prohibited activities and content);

• Data Processing Addendum (DPA) (where SG EPAY acts as a processor of personal data on your behalf);

• Service-Specific Schedules (e.g., Card Scheme Terms, PayNow/FAST Terms, Wallet Terms, API Terms).

3.2 If there is any conflict between these Terms and a Schedule, the Schedule prevails for that Service.

3.3 We may update the Terms and Policies from time to time. Material changes will be notified via dashboard/email with an effective date. Your continued use of the Services after the effective date constitutes acceptance.

4. Eligibility; Onboarding and KYC

4.1 Business Use. The Services are provided for business use only. You must be able to form a binding contract and have authority to bind the contracting entity.

4.2 Onboarding Information. You must provide accurate, current, and complete information (including UEN, business profile, directors/shareholders, controllers, bank account, and beneficial ownership) and promptly update any changes.

4.3 Due Diligence. You consent to our customer due diligence, sanctions/PEP checks, adverse media screening, and other risk assessments (including ongoing reviews). We may request supporting documents and conduct site/virtual visits.

4.4 Right to Refuse or Suspend. We may refuse, suspend, or terminate the Services where we cannot verify information, where risk exceeds our appetite, or where required by law, network, or partners.

5. Use of Services; Merchant Obligations

5.1 Compliance. You will comply with Applicable Law, Card Scheme rules, network and clearing rules, the Policies, and any partner/bank terms that apply to specific Payment Methods.

5.2 Your Checkout and Disclosures. You must provide accurate descriptions of goods/services, pricing, currency, delivery times, refund/return policies, customer service contact details, and your legal name and trading name. You must comply with descriptor requirements and not misrepresent acceptance of any Payment Method unless enabled.

5.3 Card Acceptance. You will:

(a) accept cards in accordance with scheme rules;

(b) obtain clear cardholder consent;

(c) not surcharge except as permitted by law and network rules;

(d) not submit transactions where you have not supplied goods/services or that are illegal/fraudulent; and

(e) ensure recurring/credential-on-file transactions comply with consent/notification requirements.

5.4 Prohibited Conduct. You will not: (a) use the Services for any Prohibited Business (see Schedule B); (b) submit transactions on behalf of a third party (no factoring) without our written approval; (c) split transactions to avoid limits; (d) use misleading descriptors; (e) export or re-export the Services in breach of sanctions/export controls.

5.5 Security; PCI-DSS. You are responsible for the security of cardholder data in your possession or control and must comply with PCI-DSS and any security standards applicable to each Payment Method. You must implement reasonable technical and organisational security controls, including least-privilege access, encryption in transit, and secure key management.

5.6 Customer Support. You are the primary point of contact for your customers. You must respond to customer inquiries and refund requests promptly and in accordance with your published policy and Applicable Law.

6. Fees; Taxes; Deductions

6.1 Fees. You will pay the fees and charges described in your pricing schedule or merchant agreement, including processing fees, dispute/chargeback fees, compliance fees, and any third-party fees.

6.2 Taxes. All fees are exclusive of taxes unless stated otherwise. You are responsible for any GST and other taxes related to your use of the Services and your sales to customers.

6.3 Set-Off. We may deduct from settlement any amounts owed to SG EPAY, including fees, Chargebacks, fines, refunds, penalties, negative balances, or other liabilities, or debit your nominated bank account.

7. Settlement, Reserves and Negative Balances

7.1 Settlement Timing. We will settle funds to your nominated bank account according to the settlement schedule for each Payment Method. Cut-off times and bank processing timelines may affect when you receive funds.

7.2 Reserves. We may establish or adjust a reserve (rolling or fixed) and/or delayed settlement to manage risk (e.g., elevated disputes, refunds, fraud, negative media, or exposure due to delivery cycles). We may fund or increase reserves by withholding a percentage of settlements or debiting your account.

7.3 Negative Balances. If your Account balance becomes negative, you must promptly fund the deficit. We may debit your bank account or require top-ups.

7.4 Refunds. Refunds are your responsibility and may only be processed for bona fide transactions. Fees may not be refunded on refunds unless required by law or network rules.

8. Chargebacks, Disputes and Fines

8.1 Responsibility. You are responsible for Chargebacks and related fees/fines. You authorise us to recover such amounts by set-off or debit.

8.2 Dispute Handling. You must timely submit evidence to contest Chargebacks in accordance with scheme/network timelines. We may assist but do not control outcomes.

8.3 Monitoring and Programs. If your dispute or fraud ratios exceed scheme thresholds, you may be subject to monitoring programmes (e.g., excessive chargeback/ fraud programmes), additional fees or assessments, reserves, and/or termination.

8.4 Retrieval Requests. You must respond to retrieval/inquiry requests within the prescribed time.

9. Prohibited Activities and Restricted Businesses

You must not use the Services for any business or activity listed in Schedule B (Acceptable Use & Prohibited Businesses) without our prior written consent (where permissible by law). We may update Schedule B from time to time.

10. Data Protection and Privacy

10.1 Roles. For personal data you provide to us about your personnel, we are an independent organisation under the PDPA. For personal data of your customers that we process to provide the Services, we act as your data intermediary/processor.

10.2 Your Responsibilities. You must provide legally adequate privacy notices to your customers and obtain all necessary consents or authorisations for our processing, including cross-border transfers.

10.3 Data Processing Addendum. Where required by law, the DPA forms part of these Terms and governs processor obligations, sub-processors, international transfers, security measures, and breach notification.

10.4 Security Incidents. You must notify us without undue delay of any suspected or actual security incident affecting the Services or cardholder data. We will notify you of incidents we become aware of in accordance with Applicable Law and the DPA.

11. Sanctions, AML/CFT and Compliance

11.1 You must comply with sanctions and AML/CFT laws and our risk controls. You will not use the Services in or for the benefit of sanctioned persons or jurisdictions.

11.2 We may request information or supporting documents about transactions (including ultimate buyers, goods/services, and fulfilment) and you will cooperate. We may suspend or cancel transactions we suspect to be prohibited, fraudulent, or in breach of Applicable Law.

11.3 You acknowledge that we may file suspicious transaction reports or make disclosures to regulators or law enforcement where required.

12. Service Changes; Availability

12.1 We may modify or discontinue any feature of the Services, implement updates, or perform maintenance. Material adverse changes will be notified in advance where practicable.

12.2 We do not guarantee that the Services will be uninterrupted or error free. Scheduled or emergency downtime may occur.

13. Intellectual Property; Licences

13.1 SG EPAY and its licensors retain all rights in the Services and underlying IP. No rights are granted except as expressly set out in these Terms.

13.2 API Licence. Subject to these Terms, SG EPAY grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the APIs and developer tools solely to integrate your systems with the Services. You must keep API credentials secure and comply with our developer documentation, rate limits, and security requirements. You will not reverse engineer, modify, or create derivative works of the APIs except to the extent permitted by law.

14. Third-Party Services and Partners

14.1 Certain Payment Methods or features may be provided by third-party partners (e.g., banks, card schemes, wallet providers). Their terms may apply. You are responsible for reviewing and complying with such terms.

14.2 We are not responsible for the acts or omissions of third-party providers. Your use of their services is at your own risk.

15. Warranties and Disclaimers

15.1 The Services are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.

15.2 We do not warrant that the Services will meet your requirements, be compatible with your systems, be error-free, or that defects will be corrected.

16. Limitation of Liability

16.1 To the fullest extent permitted by law, SG EPAY will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, goodwill, or data.

16.2 Our aggregate liability arising out of or related to the Services will not exceed the fees paid by you to SG EPAY for the Services in the three (3) months preceding the event giving rise to the claim.

16.3 Nothing in these Terms excludes liability that cannot be excluded by law (e.g., death or personal injury caused by negligence, or fraud).

17. Indemnity

You will indemnify, defend, and hold harmless SG EPAY, its affiliates, directors, officers, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms, the Policies, or Applicable Law; (b) your products/services, marketing, or conduct; (c) any actual or alleged infringement or violation of rights by your content or data; or (d) disputes with your customers.

18. Term; Suspension and Termination

18.1 These Terms apply from the Effective Date and continue until terminated.

18.2 We may suspend or terminate the Services immediately with or without notice if: (a) you breach these Terms, the Policies, or Applicable Law; (b) required by a network, bank, or regulator; (c) you pose a security, credit, or fraud risk; (d) you become insolvent or enter winding-up or similar proceedings; or (e) for persistent or excessive Chargebacks/fraud.

18.3 You may terminate at any time by providing [30] days’ written notice and ceasing use of the Services, subject to paying all sums due and any early termination fees set out in your agreement.

18.4 Effect of Termination. Upon termination, we may withhold settlements for a reasonable period to cover refunds, Chargebacks, or other liabilities. Sections that by their nature should survive (e.g., fees, indemnity, liability limits, data protection, governing law) will survive termination.

19. Notices

Notices must be in writing and delivered by email to your registered email address or through the dashboard. Your notices to us should be sent to helpdesk@sgepay.com (or as updated in the dashboard). Notices are deemed received when sent, unless we receive a bounce-back or error.

20. Assignment and Subcontracting

You may not assign, novate, or transfer your rights or obligations without our prior written consent. We may assign or subcontract our obligations in whole or in part (including to group companies and service providers) provided we remain responsible for our obligations to you.

21. Force Majeure

We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil disturbance, labour disputes, power or internet failures, or actions of third parties.

22. Governing Law and Dispute Resolution

22.1 These Terms are governed by the laws of Singapore.

22.2 Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Singapore. [Optional: Parties may agree to SIAC arbitration instead—insert if preferred.]

23. Changes to the Services or Terms

We may update the Services or these Terms from time to time. Material changes will be notified with the effective date. If you do not agree to the updated Terms, you must stop using the Services before the effective date.

24. Miscellaneous

24.1 These Terms, together with the Policies and Schedules, are the entire agreement between you and SG EPAY regarding the Services.

24.2 If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

24.3 Failure to enforce any right is not a waiver. A waiver must be in writing and signed by SG EPAY.

________________________________________

Schedule A: Fees and Settlement

This Schedule summarises fee components and settlement practices. Your commercial proposal/merchant agreement states exact fees and settlement timing.

Components: MDR/processing fees; per-transaction fee; dispute fees; retrieval fees; refund fees; cross-border and currency conversion; compliance/monitoring programme fees; chargeback handling fees; API usage fees (if any).

Settlement: [T+X business days] per Payment Method; bank cut-off times apply; rolling reserve [X% for Y months] if applicable; minimum payout amount [S$___].

Schedule B: Acceptable Use & Prohibited Businesses (AUP)

You must not use the Services for any illegal activity or any of the following without our prior written approval (where lawful):

• Illegal or regulated goods/services: narcotics, illegal drugs, drug paraphernalia; unlicensed medical products; prescription medicines without licence; illegal gambling; pyramid/promotional schemes; unlicensed financial services.

• High-risk content: pornography or sexually explicit content; escort or prostitution services; obscene material involving minors.

• Weapons & hazardous materials: firearms, ammunition, explosives; military-grade equipment; hazardous chemicals; radioactive materials.

• IP infringement: counterfeit goods; unauthorised streaming or file-sharing; software licence circumvention; botnets or malware.

• Abuse & deception: multi-level marketing with deceptive practices; get-rich-quick schemes; negative option billing without clear consent; misleading or fraudulent activity.

• Sanctions & export: transactions involving sanctioned persons, entities, or jurisdictions; export-controlled goods in breach of law.

• Financial crimes: money laundering; terrorist financing; transaction laundering; cash equivalents (unless pre-approved), shell banks, anonymity-enhanced services.

• Gambling & gaming: internet gambling, lotteries, games of chance (unless licensed and pre-approved).

• High-chargeback risk verticals without controls: dropshipping without fulfilment guarantees; timeshares; debt collection; credit repair; extended warranties; ticket resales; travel packages without bonding.

• Cryptocurrency & virtual assets: sale, exchange, or custody of digital assets (unless separately approved and licensed where applicable).

• Other: any business model that, in our reasonable opinion, poses unacceptable legal, reputational, operational, or scheme risk.

We may update this AUP from time to time.

Schedule C: Card Scheme Specific Terms

• Authorisations & Presentments: submit only valid, authorised transactions; capture within scheme timelines; no laundering or sale of receipts.

• Refunds: process to the original PAN and currency; do not provide cash refunds for card transactions.

• Descriptors: must reflect your legal or trading name and support contact; use only scheme-approved descriptors.

• Recurring/Credential-on-File: retain proof of consent and provide mandated notifications and cancellation options.

• Security: maintain PCI-DSS compliance at the level required by your volume and method of acceptance; immediately address PCI non-compliance.

• Monitoring Programmes: keep dispute/fraud ratios within scheme thresholds; cooperate with remediation plans and pay any network assessments or fines attributable to your activity.

• Data & Access: retain transaction evidence for at least 18 months (or longer if law/scheme requires) and provide to us promptly on request.

Schedule D: API Terms (if applicable)

• Credentials: keep API keys confidential; rotate if compromised; use only server-side where required.

• Usage Limits: comply with rate limits; avoid undue load or abusive patterns.

• Restrictions: no reverse engineering, scraping, or use for competitive analysis; do not misrepresent responses.

• Termination: we may revoke keys and access upon breach, security risk, or at end of relationship.

Schedule E : Data Processing Addendum (Summary)

Key principles:

• Roles and processing instructions; nature and purpose of processing; categories of data subjects and personal data.

• Security measures; access controls; encryption; logging and monitoring; vulnerability and patch management.

• Sub-processors and onward transfers; audit rights; breach notification timelines; cooperation with assessments.

• Data subject rights assistance; data retention and deletion at end of contract.