Wecollect

Terms and Condition

This Terms and Conditions (`Terms and Conditions`) is between you (`Merchant`) and Mswipe Technologies Private Limited (`Mswipe`) and governs your use of Mswipe`s equipment and related services. By clicking `I Accept` or `I Agree` on the signup page, or by accessing and using our equipment and/or services in any way, you agree to be bound by these terms and conditions.

DEFINITIONS

`Card Member` or `Member` or `Customer` or `Cardholder` shall mean a person making payment using a Valid Card.

`Confidential Information` shall mean any and all information disclosed to or otherwise acquired by the Merchant including its affiliates, directors, officers and employees from Mswipe, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to operating information and strategies, data, media, client list, target clients, know-how, designs, drawings, specifications, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright.

`Effective Date` shall mean the date on which these Terms and Conditions become effective and comes into full force.
`Equipment` shall mean the equipment as may be rented out or sold by Mswipe to the Merchant for authorization of online payment transactions. Equipment does not include Mswipe`s systems (embedded and supporting software), confidential documentation or any related and other Intellectual Property Rights supplied by Mswipe.
`Facility Providers` means various bank or banking entity, card association, software providers, as well as third party service providers including Allinpay (defined hereinafter) associated with Mswipe that participate in authorization / facilitation in settlement of Valid Charges to the Merchant.
`Intellectual Property Rights` shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).
`Mswipe Systems` shall include Mswipe`s systems and software embedded in the Equipment and confidential documentation and other Intellectual Property Rights related thereto.
`Transaction Receipt` means the digital/physical receipt generated after authorisation of a Valid Charge provided to the Customer and the Merchant recording the charges and transaction details.
`Valid Card` shall mean a VISA/MasterCard/American Express or any other debit or credit card issued as per the rules of any such card association as notified by Allinpay from time to time bearing signature of the holder.

ARRANGEMENT

The Merchant has agreed to avail the Equipment for the purpose of payment transaction processing on these Terms and Conditions.
The Merchant agrees and understands that Mswipe is solely an equipment provider and Allinpay Merchants Services (Singapore) Pte. Ltd (`Allinpay`) and other Facility Providers shall be responsible for providing all transaction processing services including but not limited to receipt, reconciliation, and settlement of the transaction amounts of the Merchant. The Merchant acknowledges and agrees that all settlement of the transaction amounts shall be made directly by Allinpay to the Merchant`s account, unless otherwise agreed between Mswipe and Allinpay and shall be subject to the terms and conditions of the agreement entered into between the Merchant and the Facility Provider.
The Merchant agrees and acknowledges that Mswipe has granted to the Merchant only a limited right to use the Equipment as per these Terms and Conditions within the territory of Singapore and the ownership will remain with Mswipe.
Upon termination of the arrangement between the Merchant and Mswipe, the Merchant shall be responsible to return of the functional Equipment(s) or pay the price of the Equipment(s).

DELIVERY

Mswipe shall deliver or cause to be delivered to the Merchant, the Equipment together with Mswipe Systems at a place specified by the Merchant electronically. The mode of delivery of the Equipment may be affected in a manner mutually agreed between the Parties but after receipt of installation fees and delivery charges, as maybe applicable, by Mswipe.

INSTALLATION AND USE OF EQUIPMENTS

Mswipe shall be entitled to charge the Merchant for the costs of the Equipment and/or the costs of repairing the Equipment(s) in the event the Equipment(s) is/are damaged or is/are used in an improper manner by the Merchant.
The Merchant shall not permit any third party to perform any maintenance services on the Equipment(s) or effect modification or enhancement or software/engineering changes to the Equipment(s) without the prior written consent of Mswipe.
Deployment of other applications in the Equipment: The Merchant shall not deploy any other payment applications in the Equipment which has the capacity to capture card number or card details, except after being informed to Mswipe in advance and concurrence thereof obtained from Mswipe.
The Merchant shall not (i) sell, assign, loan, time share, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Equipment or any encumbrance on the Equipment; (ii) remove, conceal or alter any markings, tags or plates attached to the Equipment or part of it; (iii) disallow Mswipe`s right to access, repossess or dispose of the Equipment pursuant to these Terms and Conditions; or (iv) otherwise to be encumbered in any way whatsoever.
The loss or damage arising out of negligence, or misuse of the Equipment and / or default in payment due to any reason whatsoever shall be recovered by Mswipe from the Merchant in the following manner:

[•Please include the name of the devices and the cost thereof]

All the above amounts shall be exclusive of taxes and the Merchant shall be liable to pay the above amounts plus all applicable taxes thereon.

Notwithstanding anything to the contrary, Mswipe may modify the list of Equipment as stated in Clause 4.5 including upon introduction of any new model of Equipment and shall fix the price of the same at its sole discretion which shall be payable by the Merchant in accordance with Clause 4.5 in respect of such Equipment.
The Merchant shall permit the authorized representatives of Mswipe or Mswipe`s authorized agent to carry out physical inspections of the Equipment (or possession of the Equipment in case of termination of the arrangement between Mswipe and the Merchant) during business hours, with or without prior notice.
Mswipe may seek enhancement of the Equipment for provision of additional services using the Equipment. The Merchant shall allow Mswipe or Mswipe`s agent to undertake such enhancements and facilitate and provide such services.
The Merchant hereby undertakes and agrees:
Not to describe itself as an agent, representative, partner or employee of Mswipe or Facility Providers and to ensure that its products are at all times, . be marketed and/or distributed as the products marketed / sold by the Merchants.
Not to make any representations to its customers or any third party or give any warranties which may require Mswipe or Facility Providers to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to customers or any third party.

PAYMENT

The Merchant shall pay the following charges to Mswipe:

Installation charges as specified by Mswipe and such charges shall be non-refundable and in case the Equipment is licensed to the Merchant, cost of Equipment in case of damage or loss or non-return of Equipment upon termination of the arrangement between the Merchant and Mswipe as specified in Clause 4.5 herein.
Rental Charges: The Alliance Partner agrees to pay Mswipe, in respect of the Equipment to be provided hereunder, the fee/charges as specified by Maswipe. The Fees may be, during the subsistence of this Agreement, revised at the rates mutually agreed between the Parties in writing. Unless otherwise specified, the Fees is exclusive of other costs, expenses, taxes as may become due and payable in relation to the Equipment.
Repair of Equipment: Subject to these terms and conditions, charges for repair of the Equipment as may be applicable on case-to-case basis shall be paid by the Merchant.
Equipment Sale: Sale price of the Equipment as specified by Mswipe shall be paid by the Merchant in case of sale of Equipment.
Mswipe will raise periodical invoices for recovery of various payments.

TAXES

Taxes, etc: The Merchant shall be responsible for any applicable goods and services and similar taxes and impositions (`Taxes`) payable with respect to the Equipment or otherwise arising out of or in connection with these Terms and Conditions, whether currently applicable or made applicable in future.

AUDIT

The Merchant shall, for a period of 8 (eight) years from the date of transaction, keep complete and accurate records regarding (i) proof of delivery of products and services supplied by the Merchant in the manner satisfactory to Mswipe; (ii) customer identity proof; and (iii) such other information as may be required by Mswipe from time to time or necessary for the Merchant or Mswipe to validate the Merchant`s compliance with its obligations, rights and fees owed under these Terms and Conditions. The Merchant shall provide such information to Mswipe within three (3) days of Mswipe`s written request and with not less than two (2) day`s prior notice, Mswipe or their respective representatives may inspect, audit, and copy such records of the Merchant and access the Equipment, at any time during the Merchant`s regular business hours.
The Merchant agrees from time to time, and at any time upon request by Allinpay, to provide all necessary records, documents and information required by Allinpay, including, without limitation, legal opinions confirming the legality and legitimacy of the Merchant`s business.

OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

The Merchant represents and warrants to Mswipe that on the date hereof:

It is an entity duly incorporated, validly existing and in good standing under the laws of Singapore;
It has all necessary power and authority to enter into this arrangement;
The persons agreeing to these Terms and Conditions digitally in the manner specified by Mswipe on behalf of the Merchant have the authority to sign, execute and accept it on behalf of the Merchant so as to create binding obligations on the Merchant and all information provided by the Merchant pursuant to these Terms and Conditions is true and correct;
The execution and delivery of these Terms and Conditions, and the consummation of the transaction contemplated hereby, and the fulfilment of and compliance with the Terms and Conditions hereof, do not (i) violate any applicable laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations; and
These Terms and Conditions constitutes valid and legally binding obligation and will be enforceable against the Merchant in accordance with these Terms and Conditions.
The Merchant shall comply with all the applicable laws including the guidelines and standard Terms and Conditions as set out herein and such other amended guidelines and terms issued by Mswipe and Allinpay from time to time and further acknowledge that Mswipe shall not have any obligation to verify whether or not the Merchant has acted in accordance therewith.
The Merchant agrees to comply with all applicable laws, rules, regulations, and guidelines, orders of Government of Singapore, including the Payment Services Act 2019 and the Personal Data Protection Act 2012, and or any government authority as amended or supplemented from time to time or any other jurisdiction, and any terms and conditions of any agreement, instrument or deed, and any amendments and modifications thereto, executed between Allinpay and the Merchant.
The Merchant agrees to obtain approval from Mswipe before selling any category of goods or services not falling under the Merchant Category Code approved by Allinpay, and otherwise not to sell or provide any goods and services not approved by Allinpay.
The Merchant agrees not to misappropriate the payment processing and settlement services provided by Allinpay or the purpose of remittance of funds or for other illegal, immoral, unauthorized or illegitimate purposes.
The Merchant consents that Mswipe shall collect the details of the Customers, including a Customer`s first name and last name or any other information required for the purposes of Mswipe`s internal records, and the Merchant agrees that it will obtain necessary consent by the Customers in this regard, if required.
Mswipe reserves the right to modify, add or remove any part of these Terms and Conditions at any time without prior consent of the Merchant.
The Merchant agrees not to reproduce, duplicate, copy or otherwise exploit the website of Allinpay or any part thereof that is not expressly permitted by Allinpay and Allinpay reserves the right to refuse to provide its services, terminate Merchant accounts, and/or cancel any transaction requests at its absolute discretion if Allinpay reasonably believes that the conduct of the Merchant violates any applicable law or is harmful to the interests of Allinpay and other merchants or payment facilitators of Allinpay.
Mswipe is not giving any warranties either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of the Equipment provided under these Terms and Conditions and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by Mswipe.
The Merchant acknowledges that it has been advised that no agent, employee or representative of Mswipe has any authority to buy and sell or affirm or promise any representation and warranty concerning the Equipment, and unless such affirmation, promise or representation and warranty is specifically set forth in these Terms and Conditions, it does not form part of the these Terms and Conditions and shall not be enforceable against Mswipe. The Merchant acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.

CONFIDENTIAL INFORMATION

The Merchant recognizes that it may be given and have access to Confidential Information of Mswipe. The Merchant undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of Mswipe. The Merchant further undertakes that it shall at all times during and after termination of these Terms and Conditions keep the Confidential Information confidential and not disclose it to any third party.
No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Terms and Conditions shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Merchant other than (i) as required by law or (ii) to any authority to which the Merchant is subject, without the prior written consent of Mswipe except where such an announcement is required by reason of any of (i) or (ii) above, the Merchant shall consult with Mswipe as to the contents of any such announcement and take into account all reasonable request of Mswipe relating thereto

INTELLECTUAL PROPERTY RIGHTS

Except for use permitted under the Terms and Conditions, the Merchant shall not use any Mswipe`s trademark, service mark, trade name or logo without specific authorization to the effect. Any infringement of any Mswipe`s Intellectual Property Rights shall be subject to legal action and damages.
The Merchant shall not to do anything whatsoever which might impair Mswipe`s right, title or interest in or to Mswipe`s Intellectual Property Rights and agree that the Merchant shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of Mswipe. The Merchant shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any hardware, software or code supplied under these Terms and Conditions including in respect of the Equipment or use it to create any derivative work.

ADDITIONAL RIGHTS AND OBLIGATIONS

Third Party Products: The Equipment may include material which Mswipe licenses from third parties. To the extent required by any such third party in its applicable license or resale agreement with Mswipe, such third party shall be a direct and intended third party beneficiary of the arrangement between Mswipe and the Merchant, insofar as it pertains to protection of Intellectual Property Rights, disclaimers of implied warranties, and limitations and exclusions of liability. The Merchant shall fully indemnify Mswipe and Facility Providers against any third party claim alleging that its Intellectual Property Rights are infringed by the Merchant.
Protection against Unauthorized Use: The Merchant shall promptly notify Mswipe of any unauthorized use of any Equipment of which the Merchant becomes aware. In the event of any unauthorized use by any user, the Merchant shall immediately terminate and prevent further occurrences of such unauthorized use. If Mswipe commences any legal proceeding in connection with such unauthorized use, then Mswipe may, at Mswipe`s option and expense, participate in or control any such proceeding. In such event, the Merchant and Mswipe shall each provide the other with such authority, information and assistance related to such proceeding as may be reasonably necessary to safeguard Mswipe`s interests and the Merchant`s rights under these Terms and Conditions.
The Merchant shall not infringe any Intellectual Property Rights of any Facility Provider, and upon becoming aware of any infringement of such rights, to take immediate steps to stop such infringement.

COMPLIANCE

The Merchant hereby also confirms and acknowledges that it is aware of and agrees to abide by the guidelines of the card schemes, especially the requirements of PCI-DSS or PA-DSS, as maybe applicable, if the merchant acts in contravention of the various clauses of these Terms and Conditions.
The Merchant agrees to perform its obligations towards the Cardholder(s) in accordance with any (a) applicable rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by the card organization or in accordance with any applicable law; and (b) any operating rules and regulations from time to time issued by Allinpay or the card organization.
Compliance to Security Standards: In the interest of security of Card transactions, the Merchant shall comply with PCIDSS standards and arrange to encourage deployment of PABP compliant applications in the Equipment.
Mswipe and Facility Providers shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of the products whatsoever.
The Merchant agrees and undertakes that any and all disputes regarding quality, merchantability, non-delivery/nonfulfillment and delay in delivery / fulfilment of the products or otherwise will be dealt with by and between the Merchant and the customer directly and Mswipe and Facility Providers shall not be made party to any such disputes. The Merchant shall hold Mswipe including Facility Providers saved and harmless from any such actions or claims that may be initiated against it for reason thereof.
Mswipe and Facility Providers shall not be liable in contract, tort or otherwise for any indirect or consequential loss or damage sustained by the Merchant by any use of or reliance on the electronic communication, orders or messages to the Merchant whether with or without the utilization of any security measures, including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions, errors, inaccuracies or failures in the various communications and Mswipe specifically excludes the same to the fullest extent permitted by law even if Mswipe shall have been advised in advance of the possibility of such damages.

INDEMNIFICATION

The Merchant shall indemnify, defend, and hold Mswipe and Facility Providers including its directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorney`s fees on account thereof) relating to or which may result from any:

Breach by the Merchant of its obligations, including but not limited to those specified in these Terms and Conditions;
Any injuries to persons or damage to the Equipment, including theft, resulting from Merchant`s acts or omissions;
Any claims brought against Mswipe arising in whole or in part out of claims brought against the Merchant involving, fraud, mishandling or misplacing Transaction Receipt during the term;
Any claim or proceeding brought by the customer against Mswipe or Facility Providers in respect of any products of the Merchant;
Claim or proceeding brought against Mswipe or Facility Providers in respect of any services or operations of the Merchant;
Any act of negligence or default by the Merchant or the Merchant`s affiliates, agents, employees or licensees or the Merchant;
Any act or omission by the Merchant in respect of the sale of /payment for the products;
Any fines, penalties, interest on delayed payments imposed directly or indirectly on Mswipe and/or Facility Providers on account of the Merchant and/or the products.

In the event of Mswipe being entitled to be indemnified pursuant to these Terms and Conditions, Mswipe shall be entitled to accordingly and to such extent debit the payments to be made to the Merchant irrespective of any dispute that the Merchant may have in respect of such debit and shall be also entitled to collect the said money in any manner whatsoever.

LIMITATION OF LIABILITY

The Merchant hereby acknowledges and agrees that:

Allinpay reserves the sole right to decline the processing of the transaction amounts. In the event that Allinpay declines a transaction, Mswipe shall not be held liable for any losses, damages, or claims incurred by the Merchant as a result of such a decision.
Mswipe shall not be responsible, or liable for, any chargebacks arising from the transactions processed through its services. The responsibility for handling and addressing chargebacks shall solely lie with Allinpay and any chargeback related dispute shall be settled between Allinpay and the Merchant, without Mswipe being a party to such dispute.
Mswipe shall not be liable to the Merchant for any matters related to any disputes between the Allinpay and any Merchant, including any disputes and claims arising from and related to Allinpay`s services.
Mswipe hereby expressly disclaims any representations or warranties, whether express or implied, in respect to Allinpay`s services. Mswipe makes no warranties regarding the accuracy, reliability, or fitness for a particular purpose of Allinpay`s services.
Mswipe shall not be liable for any direct or indirect losses, damages, demands, claims, expenses or liabilities arising from or related to the settlement and processing of the transaction amounts, or any other services provided by Allinpay. This exclusion of liability applies whether or not the liability is based in contract, tort, equity, at law, and/or otherwise, and whether or not it is attributable to Allinpay.

Notwithstanding anything contained in these Terms and Conditions, in no event shall Mswipe and Facility Providers be directly or indirectly liable to the Merchant for any consequential, remote, direct, indirect, special, incidental or punitive loss, damages, compensation, costs, charges or expenses (including without limitation, loss of profits or revenues, loss of opportunity etc.) of any nature whatsoever by reason of termination of the arrangement between the Merchant and Mswipe.

TERMINATION

These Terms and Conditions shall become effective on the Effective Date and shall remain in full force till either Party delivers to the other Party a written notice for termination of these Terms and Conditions as per provisions contained herein or if the Merchant declines to accept the Terms and Conditions electronically.
Mswipe can terminate these Terms and Conditions with or without reason whatsoever by providing an advance notice of seven (7) days. The Merchant can terminate these Terms and Conditions with or without reason by providing an advance notice of thirty (30) days.
Notwithstanding the above, Mswipe may terminate the engagement between the Merchant and Mswipe with immediate effect and without notice in the event that the Merchant breaches any of the Terms and Conditions or fails to honour, observe, adhere to, abide by or comply with any directions or instruction issued by Mswipe and/or fails to honour, observe, perform or undertake any of its obligation under these Terms and Conditions.
If there is a breach by the Merchant of its obligations or responsibilities under these Terms and Conditions, then Mswipe shall have the right to immediately suspend performance of its obligations hereunder till the time such breach is cured by the Merchant.
Further on termination of the arrangement between the Merchant and Mswipe, the Merchant shall immediately on such termination return the Equipment to Mswipe in good and working condition (save and except normal wear and tear). Merchant hereby agrees, acknowledges and authorizes Mswipe to recover the cost of the Equipment from any valid standing instructions in the event the Merchant fails to return the Equipment upon termination of the arrangement between the Merchant and Mswipe or the Equipment returned are damaged.

TRANSFER OR CHANGE IN BUSINESS

Where the Merchant proposes to change the nature of business or merchandise sold, which may result in the Merchant category to be changed in the books of the card schemes, the Equipment shall be used only after such change is informed to Mswipe and acceptance thereof is conveyed in writing to the Merchant.
The Merchant agrees to inform Allinpay of any change or proposed change of business nature, shareholding and directorship of the Merchant and obtain prior written approval before such change is effected.

MISCELLANEOUS

Governing Law and Dispute Resolution: This Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore. All disputes under this Agreement shall be referred to arbitration by sole arbitrator mutually appointed by the Parties. The proceedings of such arbitration shall be governed by Singapore International Arbitration Centre Rules (`SIAC Rules`) and shall be held at Singapore. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, competent courts shall have jurisdiction over any of the disputes arising out of or in connection with this Agreement. Each Party shall bear its respective costs unless otherwise awarded by the arbitrator
Force Majeure: Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as applicable laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc.
Documents: The Merchant agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by Mswipe from time to time.
General: These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between Mswipe and the Merchant is non-exclusive and on principal-to-principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between the Mswipe and the Merchant. The Merchant shall not assign or transfer any of its rights and liabilities to any third party under this Terms and Conditions. No failure on the part of Mswipe to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any ozther right. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. However, any notice or communication sent by Mswipe to the Merchant via email or message on the registered email or registered mobile number or of the Merchant or via or in - app notification shall considered a valid written notice and shall be deemed to have been duly served on the day such email, message or notification is sent. Mswipe will protect and use Merchant`s Information in accordance with its Privacy Policy available at www.mswipe.com. If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the termination of the arrangement between the Merchant and Mswipe.