This Agreement (“Agreement”) is a legal agreement between ipaymy Technologies Pte. Ltd. (“ipaymy”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered an ipaymy collection account to receive certain payment processing, data, technology and other business services that may be offered by ipaymy and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that ipaymy may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). 

2. Your ipaymy Collection Account

a. Registration and Permitted Activities: Only registered businesses and bona fide charitable organizations located in Hong Kong, Malaysia or Singapore are eligible to apply for an ipaymy Collection account and to use the Services described in this Agreement.

To register for an ipaymy collection account, you or the person or people submitting the application (your “Representative”) must provide your legal business name, business registration number, email, phone number, the nature of your business or activities, and certain other information about you that we require. We may also be required to collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your ipaymy collection account administrator. Until you have submitted, and we have reviewed and approved, all required information, your ipaymy collection account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.  

You may not use any of ipaymy services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

b. Business Representative: You and your Representative individually affirm to ipaymy that your Representative is authorized to provide the information described in Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of ipaymy, neither you nor your Representative may register or attempt to register for an ipaymy account on behalf of a user ipaymy previously terminated from use of the Services.

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use ipaymy collection services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your ipaymy Account.

You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your ipaymy Account. 

d. Changes to Your Business: You agree to keep the information in your ipaymy Account current. You must promptly update your ipaymy Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your ipaymy Account or terminate this Agreement if you fail to keep this information current.

You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

3. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. 

ipaymy is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

ipaymy provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous or suspicious. If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

You agree to indemnify ipaymy for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.

4. Fees and Fines

ipaymy will provide the Services to you at the rates and for the fees (“Fees”) described on our pricing page, linked here and incorporated into this Agreement. 

We may revise the Fees at any time. However, we will provide you with at least 30 days advance notice before revisions become applicable to you.

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your ipaymy Account on you or ipaymy, by ipaymy or any Payment Method Provider or Payment Method Acquirer resulting from your use of Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

You are solely responsible for, and ipaymy disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of the Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with your ipaymy collection account, you are always financially liable to ipaymy for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the Services.

You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement

5. Services and ipaymy Account Support

We will provide you with support to resolve general issues relating to your ipaymy Account and your use of the Services. You are solely responsible for providing support to your Customers regarding Transaction receipts other than those provided by ipaymy, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

6. Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If you use our Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the appropriate tax and revenue authorities. 

7. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

b. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities ipaymy has identified as a restricted business or activity linked here (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government.  c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public ipaymy systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

8. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with ipaymy; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, ipaymy, or others to risks unacceptable to ipaymy. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your ipaymy Account, your Customers, and Transactions made through your use of the Services.

9. Termination

a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or ipaymy. You may terminate this Agreement by closing your ipaymy Account. We may terminate this Agreement or close your ipaymy Account at any time for any reason including if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your ipaymy Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. 

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to stop accepting new Transactions. If you terminate this Agreement, we will pay out any remaining funds owed to you. 

In addition, upon termination you understand and agree that (i) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (ii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (ii) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Section B: Payment Processing Services

1. Payment Processing Services Overview

ipaymy works with various Payment Method Providers and Payment Method Acquirers to provide you with access to the Payment Methods and Payment Processing Services. Where the Payment Processing Services enable you to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this Agreement.

Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. 

The following terms used in this Agreement relate to your use of Payment Processing Services:

“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.

“Dispute” means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network).

“Fine” means any fines, levies, or other charges imposed by us, a Payment Method Provider or a Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.

“Payment Method” means a type of payment method that ipaymy accepts as part of the Payment Processing Services, such as credit and debit cards.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by ipaymy (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, and American Express networks.

“Payment Method Acquirer” means an entity that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider. 

“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, and American Express.

“Payment Processing Services” are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

“Refund” means an instruction initiated by you to return funds to a Customer for an existing Charge.

“Return” means an instruction initiated by you, a Customer, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.

“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of Payment Processing Services violates this Agreement.

2. Processing Transactions; Disputes, Refunds, Reversals

You may only submit Charges through the Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. You may not, other than as required by the Financial Services Terms or Payment Terms (each as defined below), grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account (as defined below). 

ipaymy is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

You are immediately responsible to us for all Disputes, Reversals, or Fines regardless of the reason or timing. We may delay execution of payouts or terminate your account should a dispute, or reversal against your account occur.  

Should a dispute or reversal occur you agree to fully cooperate and provide all supporting evidence and documentation requested by ipaymy to submit against the case. You also agree that ipaymy may (i.) withhold execution of payouts equal to or greater than the dispute or reversal amount (ii.) suspend or terminate your account and you agree to (iii.) to reimburse ipaymy for the amount of the dispute or reversal as well as any associated fees until the dispute or reversal is ruled in your favor. This reimbursement must be done by bank transfer to the bank account instructed by ipaymy within 3 business days after ipaymy’s notification of dispute or reversal and request for reimbursement. If the dispute or reversal is ruled in your favor these funds will be returned to you within 3 business days. If the dispute or reversal is ruled in the Customer’s favor these funds will not be returned to you.

ipaymy does not and will not insure you against losses caused by fraud under any circumstances. Even if we work with you to assist you or law enforcement in recovering lost funds, ipaymy is not liable to you, or responsible for your financial losses or any other consequences of such fraud. Our Services provide Security Controls to mitigate the risk of fraud losses on your ipaymy Account, but it does not guarantee no fraudulent transactions can occur.

You agree to no refunds or cancellations through the Services. All refunds issued to your customer must be handled outside of ipaymy. If your customer requests a refund this must be handled directly between the you and your Customer. ipaymy shall not be responsible for issuing or resolving any requests for refunds. 

3. Responsibilities and Disclosures to Your Customers

It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge; (ii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iii) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund. If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law.

4. Specific Payment Methods

a. Payment Cards: When accepting payment card payments, you must comply with all applicable Network Rules, including the Network Rules specified by the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International (“Visa”), the Mastercard Rules specified by MasterCard International Incorporated (“Mastercard”), and the American Express Merchant Operating Guide specified by American Express. Collectively, Visa, Mastercard and American Express are referred to in this Agreement as the “Networks”.

The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.

The Networks may amend the Network Rules at any time without notice to you, and ipaymy reserves the right to change the Payment Processing Services at any time to comply with the Network Rules. We may share with the Networks (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC).

If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, Representatives, your beneficial owners and principals, and other individuals associated with your ipaymy Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your ipaymy Account due to the misuse or damaging activity that caused us to make the report.

5. Settlement and Payout Schedule

a. Your Payout Account: ipaymy, with its banking partners, will settle funds to your designated bank Payout Account. You affirm that you are authorized to initiate settlements to the Payout Account, and that the Payout Account is owned by you, and administered and managed by a financial institution located in the country your business is registered in. To update your Payout Account you must contact ipaymy at [email protected] If you request to update your Payout Account then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentation providing proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.  

b. Payout Schedule: The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Payout Account. Your region’s Payout Schedule is specified on our website and all upcoming payouts will be indicated on your dashboard. With your first transaction ipaymy may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.

We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your ipaymy Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.  

c. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.

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