TERMS AND CONDITIONS GOVERNING INFT.

Welcome to the INFT Digital Business Account website portal (the “Website”) and/or the INFT Digital Business Account mobile device application (the “App”)(collectively, the “Platform”). The Platform is owned, maintained and/or operated by INFT Singapore Pte. Ltd. and our related or associated entities (“INFT”). References to “the Company”, “we”, “us” or “our” refers to INFT and/or the relevant related or associated entity(-ies, as the case may be).

Please read these Terms and Conditions carefully. These terms and conditions govern the provision of financial-related services and products to you as end-user by us and the third party vendors engaged by, and/or in partnership with us through the Platform (“Terms and Conditions”).  

Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to clients with registered accounts only. You may not obtain or attempt to obtain unauthorised access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under the Computer Misuse Act (Cap. 50A) of Singapore.  

INTRODUCTION

These Terms and Conditions is an agreement between you and:

INFT Singapore Pte. Ltd. (UEN No. 202111170K), a company incorporated in Singapore with registered office at 22 Sin Ming Lane #07-77 Midview City Singapore 573969;

PayrNet Pte. Ltd. (UEN No. 201913150C), part of the Railsbank group of companies, a company incorporated in Singapore with registered office at  52 Craig Road, Singapore 089690, who is currently operating under an exemption under the Payment Services (Exemption for Specified Period) Regulations 2019;

Wallex Technologies Pte. Ltd. (UEN No. 201511881E), a company incorporated in Singapore with registered office at 79 Anson Road #23-01 Singapore 079906, who is regulated by the Monetary Authority of Singapore as a licensed Major Payment Institution under the Payment Services Act No. 2 of 2019 for the provision of Cross-border Money Transfer Services in Singapore (License No. PS20200433);

NIUM Pte. Limited (UEN No. 201422465R), a company incorporated in Singapore with registered office at 16 Raffles Quay #20-05 Hong Leong Building Singapore 048581, who is regulated by the Monetary Authority of Singapore as a major payment institution under the Payment Services Act No. 2 of 2019 (RA No. 01454);

Cash In Asia Pte. Ltd. (UEN No. 201614262R), a company incorporated in Singapore with registered office at 22 Sin Ming Lane #07-77 Midview City Singapore 573969, who operates as an excluded moneylender under the Moneylenders Act (Cap 188).

INFT Digital Business Account is a one-stop solutions platform that empowers entrepreneurs like you to digitize your business. When you register and apply for an account, inter alia, you are applying for the following financial services, provided by us and/or in collaboration with our partners:

Virtual Accounts, powered by PayrNet Pte. Ltd.
Remittance, powered by Wallex Technologies Pte. Ltd.
Virtual Cards, powered by NIUM Pte. Ltd.
Business Cashline, powered by Cash-IN-Asia

We provide access to the INFT Digital Business Account, inter alia, by being an aggregator of the financial services onto one common platform. By accessing the Platform, registering for an account, applying for and/or using the Products and/or Services, you are deemed to have read, understood and agree to be bound by these Terms and Conditions, which should be read in conjunction with the Terms of Use Governing Electronic Services, and the separate terms and conditions of our respective partners, which are also directly applicable to you and can be found in the links in paragraph 1.2 above. These Terms and Conditions shall be of a continuing nature, and may be revised from time to time at our sole discretion without further reference to you. It shall be your sole responsibility to check for any updates to these Terms and Conditions.

You may be presented additional agreement(s) and/or terms and conditions from time to time, especially for subscription or integration of additional services provided by us or our partners and/or vendors. These additional agreements and terms and conditions shall similarly apply to you and your business.

Save for the obligations and responsibilities in respect of the services and products described in these Terms and Conditions, we shall not be responsible to you for any deficiencies in the provision of services or the manner in which the services are provided to you by our partners or vendors, including for any direct or indirect loss or damage suffered as a consequence, save for where such deficiency occurs as a direct result of our gross negligence or wilful misconduct. This shall include but are not limited to deficiencies caused by force majeur events, incompatability issues and other technical problems that may arise due to your choice of hardware, software and/or internet service provider.


REGISTERING FOR A INFT ACCOUNT
Your relationship with us commences when you open and register for an INFT Digital Business Account (the “Account”), on behalf of your business entity. You must be a legal representative or authorised user of the business entity whom you are registering an account for, and must provide the necessary additional information and supporting documents for screening by us and/or our partners during onboarding, and as may from time to time be requested by us and/or our partners for the purposes of ongoing due diligence and Know-Your-Client.

The relationship will only be concluded when the registration is completed and approved. The acceptance of these Terms and Conditions shall be a condition precedent.


AUTHORITY & INSTRUCTIONS
As legal representative, you are authorised to do all things in connection with your INFT Digital Business Account, including:  
Open, operate and close the Account;
Make payments into, receiving payments from and withdrawing monies out of the Account;Using virtual cards to spend at merchants;
Remittance;
Instructing us to effect foreign exchange currency transactions.

You may also give us instructions, or countermand, revoke or amend any instruction, in relation to your Account. We shall on good faith effect any instruction received as long as these instructions are received by us in writing or via our platform, without having to confirm instructions with you.

Unless otherwise expressly provided, all instructions shall continue in full force and effect until cancelled or superseded. Instructions may be reversed, amended, cancelled or revoked by you only with our consent, which will not be withheld unless we reasonably determine that it would not be possible to give effect to any reversal, amendment or revocation, or we have entered into other transactions or otherwise materially changed its position as a result of receiving such instructions.

It shall be your sole responsibility for keeping forms and documents and for issuing instructions in a manner so as to prevent unauthorised completion, alterations or additions. Nothing in this Clause obliges us to confirm instructions which appear to us acting in good faith to have been given by you.

DEPOSIT OF FUNDS
You undertake that you have good title to all monies for top up or for any other purposes.

Money topped up or paid into your Account will not be regarded until collected and irrevocable received in cleared funds.

If we credit your Account in contemplation of receiving funds for your credit and those funds are not actually received by us, or on the faith of a transaction which is subsequently set aside or revoked, or if we do not receive funds for your credit for value on the date advised by or on your behalf, we shall be entitled to debit your Account with the amount previously credited and/or with any other charges incurred.

We reserve the right not to accept, and to return without interest to the remitter of funds, the amounts received for deposit to you on any business day, if the aggregate deposit exceeds any statutorily allowed sums.

ACCOUNT INFORMATION
We will issue a periodic statement of account for your Account. You shall ensure that any statements, confirmations and advices you receive from us are examined within a reasonable time of receipt and, thereupon, you shall promptly notify us of any mistake or discrepancy of which you become aware from such statements, confirmations and advices.  

We shall not be responsible for your reliance on any balance, transaction or related information which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to us.

OTHER DOCUMENTS
These Terms and Conditions shall replace any existing agreements relating to the subject matter hereof or thereof, with effect from the date we receive the relevant account opening documents.

These Terms and Conditions are in addition to any future agreement between is and you (including without limitation any agreement relating to the provision of specific payment services) and if there is an inconsistency between these Terms and Conditions and any such other agreement, any such other agreement will prevail for the purposes of the particular account or service which is the subject of such other agreement.

FEES AND CHARGES
The fees applicable to you for the use of INFT Digital Business Account and/or the Services shall be set out in the Platform (as revised, amended or restated from time to time ("Fees") and the Fees are strictly non-refundable unless stated otherwise.  

You hereby agree to bear any and all Fees that may be incurred, and we may, at our sole option, invoice you or debit your account for services or other out of pocket costs incurred by us.

All payments to be made to us shall be in full, without set off or counterclaim and free of any deductions or withholdings on account of any tax or otherwise.

AML AND KYC CHECKS
In order to enable us and our partners to comply with the relevant anti-money laundering, counter terrorist financing laws, guidelines and regulations, you must provide information about, inter alia, yourself, your activities and your shareholders.

By accepting these Terms and Conditions, you hereby warrant unconditionally that all KYC information provided by you is correct and up to date.

You undertake to provide us with written notice of any changes to your information and shall on first request, provide such additional information and supporting documentation regarding your business and identity, as well as that of your shareholders as we may reasonably determine is necessary to ensure compliance with the applicable laws, notices, guidelines and third party compliance needs.

By accepting these Terms and Conditions, you hereby agree that we may run further checks on your identity, creditworthiness and other background information by contacting and consulting relevant registries and government authorities.

USE OF THE INFT DIGITAL BUSINESS ACCOUNT
You may make payments into your Account via such methods as are published on our Platform. You hereby irrevocably and unconditionally agree that we may verify and authorise the source of funds when you register the source of funds with us and when you use the Services.

When you use your Account, you are authorising us to act as your agent only with respect to holding, sending, or receiving available balance with PayrNet.

You agree not to use your Account for illegal purposes, including but not limited to the purchase of any goods or services which are prohibited under applicable laws.

We may carry out transaction verification checks, which may increase the time it takes to process your payment order. Whilst we shall always endeavour to limit such delay in processing time to no more than 1 business day, we cannot be responsible for any delays as a result of carrying out such checks.

All transactions processed by the Account will be screened for fraud. We do not guarantee the prevention of fraudulent transactions, nor against resulting charges or fines.If we detects any unusual or suspicious activities on the use of your Account, we reserve the right to suspend your access until we can investigate the activities.

TAXES

You hereby agree to pay or reimburse us for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses in connection with them) in connection with your Account (including payments or receipts to the Account), however denominated, as may be in force and in connection with any future taxes that may be introduced at any time.

PRIVACY AND DATA RETRIEVAL
Our Privacy Policy (https://inft-co.webflow.io/privacy-notice) as may be amended, supplemented and / or substituted from time to time, is incorporated by reference into and forms part of these Terms and Conditions and shall apply to all personal data that you provides to us, personal data that we have obtained from any other sources or that arises from the your relationship with us or any other related entity.  

We may, from time to time, request that you provide such data and updates to such data for the purpose of ensuring that us and our partners is regulatorily compliant with applicable laws, regulations, notices and guidelines that may be in force. Further, we may from time to time share such data with our related entities and third party partners. We may also relay your data and your transactions to the Monetary Authority of Singapore and any such government or regulatory authority as may be required under any applicable laws, regulations, notices and guidelines.

You hereby irrevocably and unconditionally agree that we may collect, use and transfer such data for such purposes as are set out in our Privacy Policy.  

REPRESENTATIONS & WARRANTIES
By agreeing to these Terms and Conditions, you expressly represent and warrant that you are legally entitled to accept and agree to these Terms. You represent and warrant that you have the legal right, authority and capacity to use the Account and abide by the Terms and Conditions. You further confirm that all the information provided by you is true and factual.

By using our Platform, you agree that:

You will only use the Account for lawful purposes;
You will only use the Account for the purpose for which it is intended to be used;You will not impair the proper operation of the Platform;
You will not try to harm the Account in any way whatsoever;
You will not copy, or distribute the Account or other content;
You will keep secure and confidential your Account password or any identification we provide you which allows access to the Account;
You will provide us with proof of identity as may reasonably be requested or required;
You agree to provide accurate, current and complete information as required for the Account and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of these Terms and Conditions. You agree that we may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, we retain the right to terminate these Terms and Conditions and your use of the Account at any time with or without notice;
You will only use an access point or device which you are authorised to use to access the Account;
You shall not used any means to defraud us or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by us to encourage new subscription or usage of the Account by new or existing clients;
You agree that the Account is provided on a reasonable effort basis.

ACCEPTABLE USE
By accepting these Terms and Conditions, you hereby agree to assume full legal responsibility and liability for all loss and damage suffered by you, us or any other third party as a result of a breach of these Terms and Conditions.

You agree not to use the Account or the Services in any way that violates any law, statute, ordinance or regulations.

If we suspect your use of the Account or the Services violates the acceptable use terms of these Terms and Conditions, we reserve the unilateral right to suspend your Account indefinitely.

CONFIDENTIALITY
All information relating to us and/or our affiliates, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“Confidential Information”). Each party to these Terms and Conditions remains the owner of all the data made available to the other party. You hereby acknowledge that any information provided by us on the Account and the Services, including any correspondence thereto, are considered Confidential Information.

You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to us, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the Account, and not to make the Confidential Information available to any third parties without our prior written consent except where necessary for the purposes of the Services.

This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.

This clause shall remain in effect following the termination of these Terms, regardless of the grounds for termination.

TERMINATION
These terms are entered into for an indefinite period until terminated by either party by giving one (1) month’s written notice to the other party.

Notwithstanding clause 16.1 above, we reserve the right to terminate these Terms and Conditions and terminate your use and access of the Account and the Services immediately in part or whole in the following circumstances (which are not exhaustive):

Your activities and use of the Account and the Services are reasonably suspected by us to be in breach of any laws, regulations, guidelines or notices;
You have materially breached any of the terms set out in these Terms and Conditions;
As we may in our sole and reasonable discretion deem fit.

LIABILITY
We shall be only liable for its own acts or omissions and not for the acts or omissions of third parties.

Our total liability under these terms to you is limited to an amount equal to the total of the fees paid by you to us during the previous full calendar year.

We shall not be liable for breach of contract, tort or under any statutory legislation for any loss of profit, business, contracts, revenues, anticipated savings or damage to name; or for any special, indirect or consequential damages.

INDEMNIFICATION AND FINES
You hereby agree to indemnify and hold us harmless from any claim (including legal fees) brought against us by any third party as a result of your breach of the terms of these Terms and Conditions, your breach of any applicable laws, guidelines or regulations, your violation of any rights of any third parties, or your misuse of the Platform, the Account and/or the Services.

This indemnity is in addition to and not in substitution for any other indemnity or right in favour of us given by law or otherwise and shall not be affected or discharged by anything.

We shall be liable only for direct loss or damage which you suffer or incur arising from our gross negligence or wilful misconduct and shall not be liable for any other loss or damage of any nature.

We shall not in any event be liable for loss of business or profits or goodwill or any indirect or consequential or punitive or special loss or damage, in each case whether or not reasonably foreseeable, even if we had been advised of the likelihood of such loss or damage and whether arising from negligence, breach of contract or otherwise.

LIMITATION OF LIABILITY
We makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Platform, the Account, or the Services.

We make no representation or warranty that:

The use of the Platform, the Account or the Services will be secure, timely, uninterrupted or operate functionally with other operating systems or hardware;
The Platform, Account or Services will meet your requirements or expectations;Any stored data will be accurate, reliable or accessible;
The quality of any services available to you would be within your expectations or requirements;
orAny defects in the Platform, Account or Services will be rectified.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are here excluded and disclaimed to the extent permissible under Singapore law.

DISCLOSURE
You authorise us to retain affiliates and third party vendors and/or any other agents to perform data processing, collection and other services which we may consider necessary or desirable. We reserve the right to modify or terminate its arrangements with its agents at any time.

You agrees that information concerning your Account, you and transactions to be disclosed in accordance with these Terms and Conditions and Privacy Policy may be transmitted across national boundaries and through networks including those owned and operated by third parties.

You authorise us to disclose information concerning the Account, transactions or you where we, in its sole and reasonable discretion, deem it appropriate to do so.

FORCE MAJEURE
We shall have no liability for any damage, loss, expense or liability of any nature which you may suffer or incur, to the extent caused by an act of God, fire, flood, civil or labour disturbance, war or terrorism, pandemic, act of any governmental authority or any other act or threat of any authority (de jure or de facto), legal constraint, including attachments or other legal process, fraud or forgery, malfunction of equipment (including, without limitation, any computer or related software), except where such malfunction is primarily attributable to our gross negligence in maintaining the equipment or software, failure of or the effect of rules or operations of any funds transfer system, inability to obtain or interruption of communications facilities, or any cause beyond our reasonable control (including, without limitation, the non-availability of appropriate foreign exchange).

ASSIGNMENT

These Terms and Conditions as modified from time to time may not be assigned by you without our prior written approval but may be assigned without your consent by us.

Any purported assignment by you in violation of this section shall be void.

NOTICES
We may give notice by means of a general notice on our Platform, or by electronic mail to your email address in our records, or by written communication sent by registered mail or pre-paid post to your address in our records. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email).

You may give notice to us (such notice shall be deemed given when received by us) by letter sent by courier or registered mail to us using the contact details as provided in our Platform.

GENERAL
These Terms and Conditionsshall be governed by Singapore law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these Terms and Conditions, Terms of Use Governing Electronic Servie, INFT Digital Business Account or Services shall be referred to the Singapore International Arbitration Centre (“SIAC”), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of SIAC in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language.

No joint venture, partnership, employment, or agency relationship exists between you, us or our third party partners as a result of these Terms and Conditions or use of the Services.

If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above.

The failure of us to enforce any right or provision in these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

We may vary these Terms and Conditions at any time in such manner as we may choose and such changes may be notified to you by us either in writing or by publication thereof or by any other means or manner as we may select and such changes so notified will be binding on you, effective as of the date specified by us.

If you are not agreeable to such changes, you may notify us within 14 days after we have given such notice.  

Except as expressly provided in these Terms and Conditions, the Contracts (Rights of Third Parties) Act (Cap. 53B) shall not apply to these Terms and Conditions and any person who is not a party to these Terms and Conditions (listed in Clause 1.1 above) shall have no right to enforce or enjoy the benefit of any term of these Terms and Conditions.