registration id: 201543956d - fomo pay€¦ · fomo pay pte. ltd. registration id: 201543956d +65...

FOMO Pay Pte. Ltd. Registration ID: 201543956D

+65 6715 8451 ǀ www.fomopay.com138 Towner Road, S(327822)

PE03 FOMO PAY OFFLINE MERCHANT SERVICE AGREEMENT 04052017 1

MERCHANT SERVICE AGREEMENT

The following terms of use and conditions constitutes a binding legal agreement between FOMO Pay Pte. Ltd., hereinafter referred to as (“FOMO”); and the Merchant listed in “Merchant Application” hereinafter referred to as (“Merchant”).

THE PARTIES AGREE ON TERMS AND CONDITIONS AS FOLLOWS:

1. TERMS AND CONDITIONS FOR SERVICE

The range of services (‘Services’) which the Merchant is authorised to use or to provide to the Merchant’s users pursuant to this Agreement as may be authorised by FOMO from time to time

The Merchant has thoroughly read and comprehended the Terms of Use of the Service in this agreement and agrees to such Terms of Use, including any further amendments to be announced by FOMO in all respects. In the event the Merchant is not agreeable to any amendments introduced by FOMO, Merchant is entitled to terminate this Agreement in accordance with Clause 7.1. This Terms of Use shall form part of this Agreement.

2. COMMENCEMENT OF SERVICE

The Merchant agrees to submit an application order form correctly and completely filled in together with supporting documents required by FOMO on the date hereof for FOMO’s consideration. The Merchant shall be entitled to use the Service for receiving the payments for goods and/or services of the Merchant only upon obtaining FOMO’s permission.

3. ACKNOWLEDGEMENT OF RISKS IN ELECTRONICTRANSACTIONS

The Merchant has carefully considered and realizes that electronic transactions are of risk and accepts any consequent damages incurred from such electronic transactions. The Merchant agrees to strictly comply with the following:

3.1 In case of receipt of the payments for goods and/or services, the Merchant must keep, not less than 18 months, sales record or proof of trade, delivery of goods/services and receipt of payments such as tax invoice, shipping slip, receipt, etc. as proof in any disputes happen thereafter. If FOMO desires to verify the Merchant’s transactions, the Merchant agrees to provide FOMO with all relevant information and documents within a specified period. The Merchant also agrees to assist FOMO in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder FOMO from acquiring such information and documents.

3.2 In case of refusal and/or non-receivable payment, card cancellation or hold, or having a reasonable suspicion cause regarding the dishonest use of credit card or any other reasons causing FOMO’s money to be deducted or compensated or claimed as damages by any banks, financial institutes or other persons, the Merchant agrees to reimburse to FOMO in full amount which and that FOMO is entitled to immediately set-off such amount with the amount of payment for goods and/or services payable to the Merchant without any objection or attempt to decline the said responsibility in all respects.

4. SERVICE FEE

4.1 FOMO is entitled to the service fee for performance of obligations hereunder according to the rate and payment method specified in the Appendix.

4.2 The Merchant agrees that FOMO is entitled to immediately set-off the amount of payments for goods and/or services to be transferred to the Merchant by FOMO with the amount of service fee including expenses or any other fees that the Merchant is required to pay or reimburse to FOMO hereunder prior to transferring such amount to the Merchant.

4.3 During the period of this Agreement, if there are any factors or changes resulting in increment of service fee for performance of FOMO hereunder, the Merchant agrees that FOMO is entitled to amend the rate of service fee by giving at least thirty (30) days advance notice to the Merchant. In the event the Merchant is not agreeable to any amendments introduced by FOMO, Merchant is entitled to terminate this Agreement in accordance with Clause 7.1.

4.4 During the period of this Agreement, the Merchant agrees that FOMO is entitled to decide reasonable commercial exchange rate if there are any exchange conversions involved in the payment process.

5. DUTIES OF RESPONSIBILITIES OF FOMO

Apart from provisions stipulated in the Terms of Use according to Clause 1, FOMO shall have duties and responsibilities as follows:

5.1 FOMO shall have a duty only to collect the amount of payments for goods and/or services on behalf of the Merchant. FOMO is not involved in any contracts made between the Merchant’s customers and/or clients, the Merchant Merchants’ customers and/or clients, and the Merchant or in any right and duty among those parties.

In case any disputes occur from when the Merchant does not comply with the terms and conditions of contracts made with its customers and/or clients, FOMO shall in no event be liable or jointly liable. The Merchant shall be solely responsible for such dispute to its customers and/ or clients.

5.2 FOMO shall gather all the payments for goods and/or services on behalf of the Merchant and, after deducting of the service fee according to Clause 4 and any expenses (if any) such as telegraphic transfer fees, etc., remit it to the Merchant’s account within the specified period and




according to the payment method in accordance with Agreement between the merchant and FOMO. The Merchant agrees to be responsible for all fees incurred by such remittance.

5.3 In no event shall FOMO be responsible where; (i) the Merchant intentionally or negligently reveals to any other persons its customers bank account details, credit card details, username and password information, (ii) the Merchant's failure to store customers details securely, or (iii) in the case that the Merchant has acted dishonestly.

5.4 FOMO, as a Data Intermediary (as defined in the Singapore Personal Data Protection Act (“PDPA”), does and will comply with all applicable laws, rules and regulations of Singapore, including without limitation, laws regarding privacy and protection of consumer data and applicable rules of payment schemes;

5.5 In the event that FOMO has access to End User Information (defined as the Merchant’s customer), FOMO shall exercise commercially reasonable efforts to maintain and observe all reasonably necessary security measures to protect FOMO's systems and the End User Information contained therein from unauthorized control, tampering or any other unauthorized access, where systems mean the computer systems operated by FOMO or which store End User Information, or that transmit End User Information.

5.6 FOMO may advertise and publicize in connection with the Service provided to the Merchant as it thinks fit.

6. DUTIES OF RESPONSIBILITIES OF THEMERCHANT

Apart from provisions stipulated in the Terms of Use according to Clause 1, the Merchant shall have duties and responsibilities as follows:

6.1 The Merchant agrees to pay the service fee and any other expenses for the Service hereunder according to the period, payment method and rate as fixed by FOMO in Agreement between the Merchant and FOMO Pay.

6.2 The Merchant agrees to advertise and publicize its goods or services as well as its use of FOMO’s Service for receipt of payments for goods and/or services of the Merchant.

6.3 The Merchant has a duty to issue receipts/tax invoices or any evidence of receipt to customers and/or clients as prescribed by law.

6.4 In the case that the Merchant uses any other service, method or channel for receiving of payments for goods and/or services from customers or clients, provided by other service provider(s) other than FOMO, the Merchant agrees to not act such as publicizing, advertising, supporting or giving any right to such service, method or channel of other service provider(s) significantly or in addition to doing to the Service of FOMO hereunder

6.5 If the Merchant intends to modify its payment type and/or amend the method or conditions for selling of goods, engaging of services or performing of works, affecting

FOMO’s performance of Service hereunder, the Merchant agrees to notify FOMO of such in writing thirty (30) days in advance.

6.6 The Merchant represents and warrants that all goods and/or services sold are not goods and/or services prohibited by law and good morals or that would expose FOMO’s image to risk. Failing of the above representations and warranties, the Merchant agrees that FOMO is entitled to terminate this Agreement immediately and the Merchant shall be responsible for all damages incurred to FOMO, including any loss incurred by the Merchant as the result of its non- performance of this clause.

6.7 The Merchant acknowledges and agrees that in case the Service hereunder has any error or delay or has been temporarily suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and/or force majeure or any causes beyond FOMO’s control, the Merchant shall not definitely raise such error to claim any damages against FOMO and shall notify FOMO immediately of such error. FOMO will use its best efforts to solve the problem hastily, and the Merchant agrees to fully assist and cooperate with FOMO to solve such problem.

6.8 The Merchant represents and warrants that it shall comply Payment Card Industry Standard (PCI) requirements, as amended from time to time. The Merchant must comply with the Rules, including without limitation, those relating to Cardholder information security issues, non-disclosure of Cardholder information and Transaction documents, retention and storage of Cardholder and Transaction information and other security procedures adopted by the Card Organizations.

6.9 The Merchant agrees to defend, indemnify and hold FOMO, its officers, directors, employees and agents, successors and assigns harmless from and against any and all damages, costs, losses and expenses (including legal costs on a full indemnity basis) and other liabilities to third parties (including but not limited to claims by other FOMO's Service Providers, as well as penalties imposed by regulatory authorities for breach of any applicable law including but not limited to PDPA) which are attributable to the willful misconduct or gross negligence of the Merchant"

6.10 The Merchant does not and at all times will not engage in any money laundering and/or terrorism financing activities, and the Merchant agree that FOMO may refuse to execute any transaction, order or payment if suspected that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved.

6.11 If an End User claims that an unauthorized payment or fraudulent transaction is made via the FOMO Pay platform, the merchant shall provide relevant proof to prove that transaction has properly delivered or rendered the goods and services with respect to the order of the transaction. The proofs include but are not limited to CCTV record in the Merchants outline, as well as product names and prices. The specific type of the proof is subject to the nature of the products and shall be reasonable enough for its purpose. If the merchant fails to provide such proof or the proof provided is not adequate or the unauthorized payment is due to the




merchant’s willful default or negligence, the Merchant shall reimburse FOMO for any losses sustained and will be netted against any amount owed by FOMO to the merchant.

7. TERM AND TERMINATION OF AGREEMENT

7.1 This Agreement shall be effective from the date hereof. Any party who intends to terminate the Agreement for any reason whatsoever shall give advance written notice to the other party not less than thirty (30) days prior to the termination of this Agreement.

7.2 Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

7.3 This Agreement shall be terminated and FOMO is entitled to cease the Service forthwith by closing the Merchant’s user account in any one of the following circumstances:

a. the Merchant uses and/or declares false information;

b. the Merchant is in breach of any provision of theAgreement, requirements or conditions; or

c. the Merchant commits an offence or participates in anoffence by using the Service according to this Agreement.

8. Verification

To verify the Merchant identity, FOMO may require additional information including without limitation the Merchant business registration / unique identification number, date of birth, and such other information or records as may be required for FOMO to comply with any contractual or compliance obligations (including obligations to comply with obligations relating to anti money laundering, know your customer and sanctions screening) as may be determined to be applicable by FOMO in our absolute discretion. FOMO may also ask for additional information to help verify the Merchant’s identity and assess the Merchants business risk including business invoices, government issued identification, or a business license. FOMO may ask the Merchant for financial statements. FOMO may request for the Merchant permission to do a physical inspection at the Merchant’s place of business and to examine books and records that pertain to the Merchants compliance with this Agreement. The Merchants failure to comply with any of these requests within five (5) days may result in a reduction in transaction limits, suspension or termination of this agreement. FOMO is authorized to retrieve additional information about the Merchant from third parties and other identification services.

9. MISCELLANEOUS

9.1 To provide the Service of FOMO in compliance with the security policy and this Agreement, if FOMO finds any

transaction that is not correct or is within the scope of dishonest acts in any means, the Merchant agrees that the amount of such has reasonable belief that such person is the genuine owner, FOMO will, after deducting the service fee and expenses be entitled to return the net amount to that genuine owner immediately. The Merchant agrees to coordinate with FOMO.

9.2 FOMO reserves the right to open only one user account for the Merchant. If it appears that the Merchant has or obtains more than one user account FOMO is entitled to cancel other user account(s) and retain only one of them for the Merchant.

9.3 The parties understand that all documents, information or materials produced or acquired under this Agreement and the Terms of Use are confidential information and trade secrets. Neither party are entitled to disclose nor cause to be known by any way of such confidential information and trade secrets to any third party and agrees to properly keep them at any time either during and after the period hereof, except for the disclosure required by a court order or provisions of law.

9.4 FOMO is an owner of all intellectual property right, whether in contents or wording, pictures, signs, logo, trade/service marks, trade name as well as all design works, in all documents and websites of FOMO. The Merchant must not conduct or do any acts or consent to any third party to do any acts to damage or violate, directly or indirectly, the intellectual property right hereof belonging to the Merchant.

9.5 The Merchant must not assign or transfer its rights, duties, benefits or claims, in whole or in part, according to this Agreement to any third party without the written consent from FOMO. In event the Merchant receives such consent, the Merchant is still liable to FOMO under this Agreement in all respects. FOMO is entitled to transfer its rights, duties, benefits or claims, in whole or in part, according to this Agreement to any third party without consent from the Merchant.

9.6 Should any provision, condition, term or part of this agreement be null or invalid, the parties agree that any of the valid remaining portions hereof shall be deemed separate from such null or invalid parts and shall remain in full force and effect

10. General

10.1 FOMO shall be entitled to carry out any of its obligation through any agents, Service Providers, or sub-contractors appointed by FOMO in its absolute discretion for that purpose.

10.2 The Agreement shall be governed by the laws of Republic of Singapore.




Support Services and Service Levels

FOMO, during the term of this Agreement, will provide you with the following Support Services.

i) Telephone Support is between the hours of 9:00 am and 6:00 pm Singapore Time, Monday through Friday,excluding customary Singapore national holidays. Telephone support services will include assistance related toroutine questions regarding use of the FOMO Pay Gateway Services and for identified errors or malfunctions,where reasonably available.

ii) Correction of errors in the FOMO’s Pay Gateway, in each case in accordance with the following severitylevel and response time.

Severity Event Response Time

1

- System is inoperative

- There is a major system component failure. It will incuroperation and/or security risks if system is to continue tooperate.

Within 6 hours

2 - System operations degraded- A minor component is inoperative but it will not incur anyoperation and/or security risks

Within 24 hours

3 - Low impact on business operations, i.e. failure hasminimum business impact for users Within 48 hours

iii) Response time is the total elapsed time from the point where the problem is reported to FOMO to the point where FOMO responds with an assessment of the situation. FOMO will then employ its best commercial efforts to resolve the reported problems.

iv) Response hours are between the hours of 9:00 am and 6:00 pm Singapore Time, as applicable, Monday through Friday, excluding customary Singapore national holidays. FOMO’ technical staff will be reasonably available to you via phone at +65 6715 8451

5

AGREEMENT BETWEEN MERCHANT & FOMO Pay

FOMO Pay Pte Ltd (UEN No. 201543956D) holds a merchant acquiring license with Tenpay Payment Technology Co.

Ltd.

I/We (the “Merchant”) agree to abide and be bound by this Application Form and FOMO Pay’s Merchant Services Agreement (enclosed to this application form) which I/we have read and any amendments, alterations and

additions thereto as may from time to time be made.

Pricing Schedule

Payment System

Transaction Currency

Settlement Currency

Merchant Discount Rate Funding Term

Fee Currency

WeChat

Pay SGD SGD 1.7% Weekly Settlement

on every Wednesday SGD

Setup Fee and Development Fee One time Setup Fee $0

Processing Services As per table above

System Maintenance Fee First Year Maintenance Fee $0

Other fees Charge-back and Refund handling fee per transaction: $0

Acknowledgement

If I/we am/are an Existing Merchant, I/we agree that the terms as stated in this Application Form will supersede with immediate effect any and all terms signed between FOMO Pay and the Existing Merchant in any previous Application Form.

I/we confirm that I/we am/are consent to the collection, use, disclosure, and sharing of this data with FOMO Pay for purposes

reasonably required to process this application.

By submitting, I/we confirm that I/we am/are authorised to submit the application form for and on behalf of the company/association/club/society/partnership.

ACKNOWLEDGEMENT OF SINGLE SETTLEMENT

FOMO Pay Pte Ltd holds a merchant acquiring license on behalf of Tenpay Payment Technology Co. Ltd.

SmartPay Singapore Pte Ltd holds a merchant acquiring license with Alipay.com Co Ltd.

In order to facilitate single settlement, you acknowledge and agree that for your AliPay transactions, FOMO

Pay Pte Ltd is acting as an agent on behalf of SmartPay Singapore Pte Ltd to facilitate single settlements.

Settlement Term - For certain products, the purchase price paid by your End User will be settled directly with

you by FOMO. You acknowledge that the above settlement schedule may change in the event of settlement

changes made by the Card/Payment scheme parties to FOMO or if your risk profile changes requiring a

different settlement arrangement. If necessary, FOMO may also require you to post collateral and/or maintain a

running reserve balance. FOMO will inform you in advance of any such changes or arrangements.

Any fees charged by beneficiary banks or intermediary banks for transferring the settlement funds to the bank

account of the merchant, except for fees charges by FOMO Pay’s paying bank shall be borne by the Merchant.

You authorize the deduction of fees payable to FOMO as set out in this Pricing Schedule (or part thereof)

against any End User purchase price to be settled with you. After FOMO has deducted the fees due to FOMO,

the remainder of the End User purchase price shall be paid to you into your nominated bank account.

registration id: 201543956d - fomo pay€¦ · fomo pay pte. ltd. registration id: 201543956d +65...

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