Gold Pomelo Pte. Ltd. is applying to be a licensed Major Payment Institution in Singapore. “We”, “us”, “our” and “GP” used in this Merchant Account Agreement (“Merchant Agreement”) refer to the GP group of companies. This Merchant Agreement constitutes a legal agreement between GP and the entity or person (“Customer”, “you”, or “your”) that governs your use of our products, services, technologies, features, collectively referred to as “Services” provided by GP. By accessing or using these Services, you agree to comply with all terms and conditions (“Terms”) set forth in this Merchant Agreement.
You authorize GP to act as your agent and/or Merchant of Record (“MOR”) for receiving payments from your Buyers on your behalf. GP agrees to serve in this capacity as applicable and will provide you with detailed information about the Services via the application programming interface (APIs), which can be used to access the Services.
Before using the Services, you must register a profile with GP, which will provide you access to the Services via our website. Due Diligence as required for us to comply with our legal obligations will be conducted before you are able to use our Services. The most up-to-date version of the Merchant Agreement is always available on our website. If we need to provide you with any important information, we will either send it via email or make it available on our website. You are encouraged to keep copies of all communications we send to you for your records.
Acceptance and Changes of the Terms
All references to time or calendar days in this Merchant Agreement shall refer to Singapore Time and calendar days in Singapore. Communications will be conducted in English. By using our Services, you confirm your acceptance of the Merchant Agreement and your intent to be bound by its Terms. Services with us are strictly for business-related transactions, for which you hold full responsibility, with your Buyers, and cannot be used for personal or non-commercial purposes.
GP does not oversee your relationship with Buyers, nor are we liable for your Products or Services, including delivery, support, or refunds. GP simply provides the Services and has no insight into whether individual transactions are accurate or typical for your business. You are responsible for identifying and managing erroneous or suspicious transactions, such as unexpected large orders or foreign deliveries. If needed, you should investigate and confirm details with Buyers. Any losses resulting from errors or fraudulent transactions are entirely your responsibility.
We may update the Terms, including Service Fees, by providing you with thirty (30) days' prior written notice. If you do not provide written notice to terminate the agreement within that period, we will consider the changes accepted.
Certain changes may take effect immediately, without prior notice, if required by applicable laws or if they involve new services or added features that do not materially affect existing Terms.
If you disagree with any changes, you should stop using our Services. Continued use after receiving notice of changes will be treated as your acceptance of the updated Terms.
If you hold multiple Merchant Accounts with us, whether directly or indirectly, GP can, without prior notice, combine or consolidate those accounts and use any available funds to offset liabilities you owe. GP has sole discretion to determine which accounts are controlled by you, even if held in another name.
Authorized Users
You may designate Authorized Users to act on your behalf for any Services under the agreement with GP. You must also set up profiles for these Authorized User(s) and provide GP with necessary details such as the Customer's name, Authorized User's name, contact information, and any other required identification and verification document(s) and/or information that GP may require for due diligence purposes for us to comply with any legal obligations.
You are responsible for ensuring that the Authorized User(s) comply with the Terms, and references to the term "Customer" include these users when applicable.
GP will receive instructions from Authorized Users through its Platform or, if arranged, through a GP representative. You acknowledge that Authorized User(s) have the authority to act on your behalf, and GP will rely on this authority until notified in writing of any changes. You are also responsible for ensuring the correct individuals are authorized and will always be fully responsible for any communication, transaction, instruction, or operation made or carried out through your Merchant Account (“Instruction”), whether by you, or someone claiming to be you, acting on your behalf, or supposedly acting on your behalf, with or without your consent.
You authorize GP to act on any instruction that appears to come from you, whether through your Authorized User(s) or otherwise, although we are not obliged to do so. An instruction is considered received only once it has been successfully delivered to us (whether by electronic means or otherwise). Additionally, any records maintained by GP of these instructions, including those given by someone acting on your behalf (with or without your consent), will be binding and serve as definitive proof for all purposes.
GP may deny access to Authorized User(s) if there are concerns about unauthorized or fraudulent activity. You must promptly inform GP of any unauthorized access or security breaches.
Account opening and customer due diligence
Strictly only registered businesses such as sole proprietors and other types of legal entities are allowed to apply for the account opening with us to use our Services under this Merchant Agreement and the Merchant Service Agreement.
To sign up for a Merchant Account with us, you must provide us with your First name and/or Last name, Email Address, Phone number, and input your message of intent in the text box in the web form.
We may conduct customer due diligence (“CDD”) checks on you, your business, directors, beneficial owners, and others that we deem necessary for us to comply with our legal obligations before we provide Service(s) to you and from time to time during our provision of Service(s) to you. You must provide us with accurate, up-to-date information on essential business details (e.g., entity legal name, trade/brand name, physical address, business and/or tax identification number, nature of your business and activities, and any supporting information/document(s) we may require conducting the CDD including but not limited to financial statements, personal data of the beneficial owners and authorized users acting on your behalf. You must provide a response to our requests for additional information and/or document(s) within 3 business days. CDD checks may include reviewing credit reports and using third parties to verify the information and/or document(s) provided to us. Until all required information and/or documentation is reviewed, verified, and approved by us, you will not be able to use your Merchant Account for any Services.
We may also periodically update this information; you are encouraged to visit our website regularly.
Updating business information
You agree to keep your Merchant Account information up to date, including any changes in your business, Authorized User(s), beneficial owners, or related parties. Failure to do so may lead to suspension or termination of your account.
You must notify us within 14 days of any changes to the information and/or document(s) provided to us. Any material changes to your credit status during the term of Service may affect the Service provision.
Additionally, you must notify us in writing within 3 days of events such as bankruptcy proceedings, significant financial changes, liquidation, major asset sales, or changes in control or ownership of your business. Keeping us informed helps avoid disruptions in your account and the Services provisioned to you.
Inactive account and account closure
GP reserves the right to suspend and review your Merchant Account if it remains inactive for 12 months. If deemed inactive, we will notify you, and if you do not respond within the specified time, a monthly fee may be charged. We may also terminate the account if necessary. You can request reactivation, subject to providing additional information as GP deems necessary to evaluate and decide whether you are able to reactivate your Merchant Account.
To close your Merchant Account, please contact us at [email protected]. However, the account cannot be closed if there are outstanding Service Fees or if it’s under investigation due to chargebacks, fines, or other liabilities. You remain liable for any obligations tied to such accounts.
Termination
This Merchant Agreement begins when you create your Merchant Account with us and remains in effect as long as you are enabled on our Platform, unless terminated according to this Agreement. GP may terminate the Merchant Agreement or suspend your Services under several circumstances. These include your breach of the Agreement's terms and conditions, or if GP assesses that your use of the Service exceeds our risk tolerance or that of our partners. Additionally, termination may occur if there is an order from Payment Service Provider(s), Financial Partner(s), or regulatory authorities that restricts your Services, or if you fail to meet your payment obligations to us. If it becomes illegal for us to provide services to you, or if there are significant changes to your business model or activities that pose increased risk, we may also terminate the Agreement.
Further, excessive chargebacks on your Merchant Account, suspicions of fraud or engagement in fraudulent activities, actions that cause losses to GP, and inactivity of your Merchant Account can lead to termination. GP may also act if unusual or suspicious transactions are detected, indicating higher risks of money laundering or terrorism financing, or if there are suspicions of unlawful activities on your part.
Either party has the right to terminate the Merchant Agreement if the other party breaches the terms and does not rectify the issue within 30 days of notification. Termination can also occur if the other party faces bankruptcy or similar proceedings that are not resolved within 60 days.
Upon termination, Services will cease immediately. Rights and obligations incurred up to the termination date will remain valid until fulfilled. Upon request, both parties are required to return each other’s data and confidential information unless there are legal requirements to retain such information. It is important to note that termination does not absolve you from obligations to pay service fees, penalties, refunds, chargebacks, or any other amounts owed, regardless of when they were incurred. GP reserves the right to withhold payments post-termination if there is a risk of losses or legal exposure resulting from your actions. In such cases, GP will provide written reasons for any withheld payments along with a timeline for releasing the funds.
If you wish to reactivate your Merchant Account after termination, account re-onboarding will be required, and you will be subjected to the Account Opening and customer due diligence process as per clause 4.
Service Fees and Taxes
The Service Fees for the Services will be presented to you during onboarding or agreed upon between the Parties. GP reserves the right to revise these fees but will provide written notice at least 30 days before the changes take effect. If you disagree with the revised fees, you have the option to terminate the Merchant Agreement. All Service Fees exclude VAT/GST, withholding, and other applicable taxes, which are your responsibility to pay. You are also responsible for collecting, reporting, and remitting taxes on your sales, unless GP collects and remits them on your behalf in certain markets. You shall pay (or reimburse us for) all taxes, duties, levies, or charges of any kind imposed by any government entity on fees payable for the Services.
You agree to comply with all tax laws related to your use of the Services. In addition to Service Fees, you are liable for chargeback and refund fees, as well as any penalties or fines incurred from misuse of the Services or violations of laws. GP has the right to deduct any amounts owed from your Merchant Account balance or reserves.
Services and Intellectual Property Rights and Data Use
GP provides access to our API, which you may use to access our Services on the website, as specified in your Merchant Account. Through the Dashboard, you can manage your account and enable additional features. GP will use the Dashboard to provide relevant information about your account. You may only use the API as described in the Merchant Services Agreement for approved purposes. GP reserves the right to update the API and our documentation, adding or removing features as needed. In the event of significant changes, we will notify you to ensure minimal disruption to your use of the services.
API keys for live and test transactions are provided through the Dashboard. Publishable keys identify transactions with Buyers, while secret keys grant full access to your Merchant Account. It is your responsibility to safeguard these keys, as failure to do so may result in fraud and financial losses for which you will be held accountable. If you detect unauthorized use of your API keys or any security breach, you must notify us immediately.
You are required to use the API keys only on URLs registered and approved by us during onboarding. Using API keys on unapproved URLs, engaging in unauthorized activities, or attempting to impersonate others constitutes masquerading, a serious violation that can lead to account suspension, termination, or penalties. You agree to provide accurate information about Buyers and transactions, including customer details and the URL where services are provided. Misrepresenting or concealing this information will result in penalties.
GP retains your data only for as long as necessary for legal or business reasons. You are granted a limited, non-transferable, non-exclusive license to use GP’s trademarks for co-branding and promoting the Services, and a similar limited right to access the services. All Intellectual Property Rights in the materials used for providing the Services remain with us and our licensors. This Merchant Terms and Conditions does not transfer any ownership or Intellectual Property Rights to you.
Additionally, you grant GP a non-exclusive, royalty-free license to use, store, publish, adapt, and process your data as necessary to fulfil our obligations and exercise our rights under the Merchant Agreement.
You agree not to use the Services or Platform in any way that infringes on GP’s or any third party’s Intellectual Property Rights or violates applicable laws. Our Platform may display content that we do not own, and you must obtain written permission from us or the content owner before using such content, unless permitted by law.
GP has the right to use your name, logo, trademarks, and business information in its marketing materials and on our website without requiring consent. However, you can request us to stop using this information by providing reasonable written notice. Any feedback provided by you regarding the Platform or Services may be used by us freely without any obligations, royalties, or restrictions. This feedback will not be treated as confidential information.
Payment Processing Service
GP provides payment processing services to all Authorized User(s) of the Platform. As an Authorized User, you must comply with the conditions of each Service.
Once onboarded, you guarantee that all payments received through the services are related to legitimate sales of Products or Services to your Buyers. Any receipts issued to Buyers must meet regulatory standards and are your responsibility.
GP, along with its Payment Service Provider(s) and Financial Partner(s), will arrange the transfer of collected funds to your Settlement Account. Settlements are typically done weekly, unless a different schedule is agreed upon in writing. GP aggregates collections for settlement, deducting applicable fees or charges. If these deductions exceed the settlement amount, we may recover the shortfall through future settlements, reserves, direct payment requests, or other measures. Settlements are only processed on business days, excluding weekends and public holidays. If a scheduled settlement falls on a public holiday, it will be processed on the next working day. You must ensure that your Settlement Account is authorized and managed by a licensed financial institution, and any updates to the account must comply with these requirements.
GP provides currency conversion through itself or licensed providers/financial institution when the invoice, presentment, or settlement currencies differ. Conversions use wholesale rates from Financial Partner(s), displayed on the Platform. If multi-currency settlements are agreed upon, you must add valid Settlement Accounts for each currency requested. GP may modify the list of supported currencies at any time. Currency conversion also applies to refunds and other currency-related transactions, with the applicable rates displayed on the Platform.
GP may deduct certain amounts, known as "Permissible Deductions," from the total payment amount. These deductions may include service fees, refunds, refund fees, chargebacks, chargeback fees and costs, assessments, additional reserve amounts, claims, and any other charges or amounts that are due under the agreement. After these deductions, the remaining amount is referred to as the "Net Settlement Amount."
In addition to these deductions, GP may defer settlement payments under certain circumstances. If the remaining amount after deductions falls below a minimum threshold, we may hold the payment until the total amount reaches that threshold. Payments may also be withheld if there is a reasonable belief that a transaction may be fraudulent or involve criminal activity, in which case the payment will be deferred until the investigation is completed. Moreover, if GP believes that you are in breach or likely to breach the agreement, we may defer payments without any limit on time or amount.
You must ensure that all settlement information you provide to us is accurate and complete. If incorrect information is given, you acknowledge that funds may be settled to the wrong account, and we may not be able to recover those funds. In such cases, you accept full responsibility for any losses incurred by you or third parties due to erroneous settlement transactions. You also agree not to make any claims against GP and to fully reimburse us for any losses we may suffer as a result.
You understand and accept that delays in settlement may occur due to actions by our Payment Service Provider(s) or Financial Partner(s). GP is not responsible for such delays but will ensure that the relevant service providers and Financial Partner(s) receive the necessary funds and instructions promptly. In certain cases, you may be required to provide additional information or supporting documents requested by these partners to facilitate the settlement of funds.
The Payment Processing Service is only permitted for use with approved Products or Services. For transactions involving currencies that are not fully convertible or liquid, GP reserves the right to change the reference rate source for currency conversions as market practices evolve. During periods of high illiquidity caused by market disruptions or force majeure events, settlement periods may vary significantly. You acknowledge that such delays are beyond our control and accept that there may be delays in collections, currency conversion, and settlement in these cases. GP also reserves the right to refund collected funds to Buyers and reverse transactions processed during or after a force majeure event.
Furthermore, GP may delegate all or part of the Payment Processing Service to its subsidiaries or vice versa without prior notice and without affecting the service provided to you. GP may also change its Payment Service Providers or distribute the service across multiple providers without additional cost to you.
Additionally, if the issuers of Cards, Local Payment Methods, or the Networks increase their fees or charges (such as interchange or scheme fees), these costs will be incorporated into the Service Fees that you are required to pay to us.
You agree and acknowledge that we are under no obligation to offer or maintain any Service if we have reasonable grounds to believe it would lead to a violation of applicable laws, sanctions regulations, or Network Rules.
Payment Methods, Card Scheme Rules, and Transaction Fund Controls
These terms govern your use of the Payment Methods provided by our Payment Processing Service. By signing up and completing the onboarding process, you agree to these terms. The available Payment Methods are listed on your Dashboard, but availability may vary depending on your location and that of your Buyers. The list of Payment Methods is not exhaustive, and some methods may not be accessible to you. GP reserves the right to add or remove Payment Methods at any time without prior notice.
Some Payment Methods may require you to accept additional terms imposed by third-party Payment Service Providers. You agree to accept such terms, either online or by signing an addendum, to access these services. Additionally, for certain Payment Methods, your onboarding information may need to be shared with the Payment Service Provider. You may also be required to provide extra details for the activation of these methods.
Card Payment Methods
When using card-based Payment Methods, you must adhere to the rules set by the respective Card Schemes, which may change over time. GP may modify our Services to comply with these rules. Card Schemes, such as Visa, Mastercard, and American Express, may also request your Merchant Account details.
Holds and Reserves
GP may place a temporary hold on your transactions or Merchant Account for reasons such as ongoing Chargebacks, increased risks, customer complaints, or regulatory investigations. You will be notified by email or via your Dashboard if a hold is placed. The hold will remain in effect until the issue is resolved, but it will not exceed 180 days from the delivery of goods or services. Earlier release of funds may be at our discretion.
GP may require a reserve to be placed on your Merchant Account, either during onboarding or at any time, due to factors like industry risk, Buyer behavior, or transaction history. You will be informed of the reserve amount, terms, and conditions for its release. GP may modify these reserve terms based on ongoing assessments or as required by Payment Service Providers. If the Merchant Account is terminated, the reserve funds will be released within 180 days, minus any pending Chargebacks.
Chargebacks and Refunds
GP will notify you via email or the Dashboard if a Chargeback is initiated on any of your transactions. If requested, you must provide information to contest the Chargeback within the provided deadline, or we will process the refund. Losses from Chargebacks will be deducted from settlements, and we may recover these losses even after your Merchant Account is closed. Excessive Chargebacks may result in suspension of your account and services. All related costs will be borne by you as per the Merchant Agreement.
For refunds, you can request partial or full refunds through the Dashboard or API, though not all payment methods may support refunds. GP will deduct refunds from pending settlements, and if insufficient, you must cover the shortfall. Refunds must use the original payment method and must not exceed the original transaction amount. We may refuse refunds that do not meet Merchant Agreement or legal requirements and is not liable for errors due to incorrect details provided by you. We may also manage high dispute risks through a pre-dispute management program, issuing voluntary refunds with your consent or based on pre-agreed rules. If not enrolled in the program, we retain the right to issue refunds without prior consent.
Safeguarding
Where GP is required to do so under the PS Act, GP has implemented safeguarding measures for the funds held on behalf of the Customer. These funds are held in a customer segregated account ("Trust account") that GP maintains. in Singapore, as mandated by Applicable Regulations. The Customer’s funds in this Trust account are protected against any debt GP may owe and are kept separate from any other accounts GP holds with any banks. Typically, customer funds in the Trust account are commingled with funds from other GP customers. It is not possible to identify any specific portion of the funds in the Trust account as belonging to a particular Customer, and these funds could be used to meet obligations of other customers. If the bank becomes insolvent, although the funds in the Trust account do not belong to the bank, the Customer might face delays or be unable to recover the full amount of their funds. In case of any shortfall or loss beyond GP's control, the funds in the Trust account may have to be divided among all GP customers, which may result in the Customer not recovering the full amount held on their behalf. Any interest earned in the Trust account will accrue to the Customer.
Confidentiality, Data Protection, and Privacy
Privacy and Data Protection
The protection of personal data is essential, as outlined in our Privacy Policy. By engaging with us, you agree to provide personal data, including names, contact information, and verification documents, for purposes such as delivering services, managing relationships, legal compliance, and fraud prevention. You must ensure that personal data is transferred securely and in compliance with data protection laws. Both Parties will cooperate to handle data breaches and comply with data protection regulations.
Legal Compliance and Disclosure
GP may respond to legal processes (e.g., subpoenas, court orders) and share your data with legal authorities, financial institutions, or third-party service providers as required by law. Efforts will be made to notify you, but we are not liable for any losses arising from compliance with such legal obligations.
PCI and Data Processing Compliance
You are required to comply with PCI-DSS and PA-DSS standards when processing card transactions, including securing card data and maintaining documentation. Non-compliance may lead to suspension or termination of services. GP will process personal data as a data intermediary in line with applicable laws and may engage sub-processors, provided they follow the same obligations. You are responsible for ensuring all data provided is authorized for processing.
Security Measures
GP will implement reasonable security measures to protect data but cannot guarantee absolute security. You are responsible for assessing your own security needs and implementing additional controls if required. We may suspend your account or take other actions to protect data integrity. You are also responsible for securing any data in your possession and ensuring compliance with laws and payment rules.
Responsibility and Cooperation
Both Parties must ensure compliance with privacy laws and cooperate in addressing data subject requests or breaches. You are responsible for obtaining consents for any personal data shared with us and must inform individuals of our use of their data. Failure to meet these responsibilities could result in account suspension or termination.
Both Parties must maintain the confidentiality of each other's information and may only disclose it to employees, agents, or third parties who need it to fulfil their obligations and are bound by confidentiality terms. You remain liable for any unauthorized disclosure by your agents or employees. Disclosure to third parties is permitted with prior consent or under legal obligations. GP may share your information with employees, affiliates, contractors, or payment organizations as required to fulfil their duties, always adhering to confidentiality standards.
Additional Legal Terms
Force Majeure Events
Neither Party will be held liable for delays or non-performance due to circumstances beyond their reasonable control, such as force majeure events. If such an event occurs, the affected Party must notify the other promptly and take reasonable steps to mitigate its impact. This does not relieve you from payment obligations to GP. Both Parties may agree on an extension for fulfilling any impacted obligations.
Compliance, Anti-Bribery, Anti-Corruption, and Sanctions
You agree to comply with all laws related to sanctions, anti-bribery, and corruption, including the UK Bribery Act, the US Foreign Corrupt Practices Act, and relevant Singapore laws. You must also:
Ensure compliance to avoid causing GP to breach any laws.
Refrain from giving or receiving bribes, especially to public officials.
Maintain a compliance program to prevent and detect violations.
Provide GP with assistance in investigations or compliance requirements related to these laws. You warrant that neither you nor any of your personnel are restricted persons or act on behalf of restricted persons.
Risk Management and Audits
GP continuously monitors merchant accounts for compliance and risk. Merchants/Sellers must always meet GP’s compliance requirements and provide necessary documentation as requested by us or required by law. In the event of a suspected security issue or data breach, GP may request an external audit of the merchant’s systems, and you must cooperate fully.
Disclaimers
GP disclaims all warranties, including implied warranties of merchantability, fitness for a specific purpose, and accuracy of information. The Payment Processing Service is provided "as is" and may experience delays, errors, or interruptions, particularly due to factors like internet issues, compliance checks, or technical limitations. Fund transfers may be delayed due to third-party payment providers, force majeure events, or technical problems.
Liabilities and Indemnification
Merchants bear all risks associated with using GP's Payment Processing Service. You agree to indemnify GP and its affiliates against any claims, damages, or losses resulting from breach of the Merchant Agreement, applicable laws, or negligence. GP is not liable for events beyond its control, such as technical failures, force majeure events, or third-party actions.
Suspension and Termination
Merchant Rights: Merchants may terminate the agreement with 30 days’ written notice if no outstanding transactions exist. Merchant Rights: Merchants may terminate the agreement with 30 days’ written notice if no outstanding transactions exist.
GP's Rights: GP can suspend or terminate services without notice if:
The Merchant breaches any applicable laws.
There is a change in control or the Merchant faces insolvency.
GP suspects fraud, misuse, or non-compliance.
The Merchant has been inactive for 12 months. GP will notify the Merchant of suspensions or terminations when possible. Any termination will require the repayment of outstanding debts or amounts owed to GP.
Amendments
GP reserves the right to amend the Merchant Agreement for legal or regulatory reasons. Merchants will be notified of changes, and if no response is received within seven days, the amendments will be deemed accepted. If you do not agree to the changes, you may terminate the agreement.
Notices and Communications
Notices may be delivered via the GP website, Dashboard, or email and are considered received within 24 hours of posting or emailing. Electronic notices have the same legal effect as physical delivery.
Assignment and Relationship
GP may assign its rights and obligations without restriction, while you may not transfer your rights without prior written consent from GP. This agreement does not create any partnership or joint venture between the Parties.
Severability and Waiver
If any part of the agreement is found to be void or unenforceable, the remaining terms will continue in effect. Any delay or failure by either party to enforce its rights does not constitute a waiver of those rights.
Set-Off and Records
GP may set off any liabilities the Merchant owes against amounts payable by GP to the Merchant. GP’s records regarding the use of services and transactions are conclusive unless proven otherwise.
Language and Governing Law
This Merchant Agreement is governed by Singapore law. Any disputes will be resolved through arbitration under the Singapore International Arbitration Centre (SIAC). The English version of the agreement prevails in case of any conflict between translations.
Third-Party Rights
No third party, except permitted assignees or transferees, has the right to enforce any part of the Merchant Agreement unless explicitly stated.
Definitions and Interpretation
The General Terms specify that phrases such as "including" or "for example" are non-exhaustive and do not limit the scope of preceding terms. References to agreements or documents include future amendments or variations, and the term "Party" includes successors and permitted assignees or transferees. Words in singular form also apply to the plural, and references to individuals extend to companies, associations, and partnerships. Headings and indexes are for reference only and do not influence interpretation. Legislative references encompass related laws, regulations, subordinate or delegated legislation, or order made under it, and any future re-enactments or amendments. In case of any inconsistency, Additional Terms take precedence over the General Terms.
The following definitions shall apply unless the context indicates otherwise:
“API” means application programming interface provided by GP to customers with Services.
“Applicable Law" means any and all applicable laws, regulations, industry standards, or guidelines, along with any binding court judgments, in any jurisdiction where the Services are provided, including those related to payment services, anti-money laundering, consumer protection, and data protection.
“Authorized User” means any Personnel appointed by you to act on your behalf for any Services under the agreement with GP.
“Balance” means the total funds, including the Reserves, held by GP on behalf of the Merchant.
“Business Day” means any day in which normal business operations are conducted in Singapore (other than a Saturday, Sunday, or Public Holiday in Singapore).
“Buyer” means the Person buying the Products or Services from the Seller.
“Chargeback” means a dispute initiated by your Buyer requesting a refund for a Transaction.
“Card Schemes” means Visa, MasterCard, or similar bodies.
“Claims” means a responsibility resulting from a lawsuit, demand, loss, claim of liability, damage, action, or legal proceeding.
“Confidential Information” means any non-public information, in any form or medium, including business plans, strategies, financial forecasts, designs, customer or supplier data, technical or commercial expertise, software, trade secrets, and any copies or summaries, whether disclosed orally or in writing, and clearly marked or reasonably considered confidential.
“Dashboard” means the interface available to you when you use our Platform.
“Data” means any and all types of data including but not limited to Personal Data, Merchant Account Data, Transaction Data.
“Deduction” means adjustments to the settlement amount including but not limited to Service Fees, Chargebacks, Refunds, Fines, Penalties, Holds, Reserves, or Overpayments.
“Financial Partner” means Card Schemes, banks, non-bank financial institutions, licensed lenders and financial service providers.
“Force Majeure Event” means any occurrence beyond the reasonable control of a party that significantly impacts its ability to meet its obligations. This includes natural disasters (acts of God), fires, earthquakes, pandemics, wars, terrorism, strikes (excluding internal labor disputes), interruptions in utilities like internet or power, nuclear or biological contamination, extreme weather, embargoes, sanctions, changes in laws or regulations, public health risks, or significant disruptions to essential services, materials, or market conditions. Any of these events may excuse a party's failure to perform if they are outside of their control.
“Intellectual Property Rights” means patents, copyrights, trademarks, trade names, domain names, design rights, database rights, software rights, and confidential information (including know-how and trade secrets). This includes both registered and unregistered rights, as well as applications, renewals, and extensions of these rights, along with any similar protections that may exist globally. Additionally, it includes the right to seek and retain damages for past, present, and future infringements.
“Liability” means any obligation that arises, including but not limited to those resulting from breach of contract, tort, negligence, or violation of statutory duty, regardless of the cause.
“Losses” means losses that encompass both tangible and intangible types, including penalties, fines, liabilities, damages, costs, and expenses (whether direct, indirect, incidental, special, consequential, or punitive), as well as claims for lost profits or use. Intangible losses may involve adverse actions from regulators or governments, along with reputational or brand value damage. This includes all claims, taxes, and reasonable professional fees incurred.
“Merchant” means you.
“Merchant Account” means the account you opened with GP and operated by you on our Platform.
“Overpayments” means any overpayment settled with you, beyond the correct amount, resulting from a system or operational error.
“Person” means an individual, corporation, or other entity as applicable.
“Personnel” means a Party’s employees, directors, officers, agents, subcontractors, and authorized representatives.
“Personal Data” means any information that identifies an identifiable natural person, or is protected under Personal Data Protection Laws, including data collected or accessed through the Services.
“Platform” means the proprietary technology and related products developed by GP, including those available on the Webapp, and via the GP API, to deliver Services to customers.
“Products or Services” means the goods (physical or digital) or services purchased by the Buyer from the Seller.
“Restricted Person” means any individual who is: (a) listed on or owned/controlled by someone on any Sanctions List; (b) located in or controlled by a person from a sanctioned country; or (c) otherwise subject to Sanctions.
“Sanctions” means any economic sanctions laws, regulations, embargoes, or restrictive measures enacted or enforced by: (a) the United States; (b) the United Nations; (c) the European Union; (d) the United Kingdom; (e) Singapore; (f) any jurisdiction where GP operates; or (g) their respective governmental agencies, including the Office of Foreign Assets Control (OFAC), the US Department of State, Her Majesty's Treasury, and the Australian Sanctions Office (collectively, "Sanctions Authorities").
“Sanctions List” means the Specially Designated Nationals and Blocked Persons list by OFAC, the Consolidated List of Financial Sanctions Targets by Her Majesty's Treasury, the Consolidated List by the Australian Sanctions Office, or any similar list maintained or published by the Sanctions Authorities.
“Seller” means you;
“Service Fee” means the fees due to GP for the Payment Processing Service, including charges from Payment Service Providers and Financial Partners, as well as any applicable service fees.
“Transaction” means the sale or purchase of Products or Services.
