Terms of Service Regional

User advisory – The electronically stored monetary value issued by XFERS is regarded as “e-money” as defined under the Payment Services Act 2019. XFERS is also the issuer of the XFERS Token, which is characterised as a “digital payment token” under the Payment Services Act 2019. XFERS PTE. LTD. is a major payment institution licence holder for the provision of e-money issuance service. XFERS PTE. LTD. is also temporarily exempted from being licensed for its provision of account issuance services, merchant acquisition services, domestic money transfer services, inward cross-border money transfer services and digital payment token services. Users are advised to read these terms and conditions carefully.

This Terms of Service (“Agreement”) is a contract between you and XFERS PTE. LTD. and applies to your use of Fazz Services and the operation of your Fazz / StraitsX Account. If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you use Fazz Services or your Fazz / StraitsX Account. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this Agreement, as they may contain further terms and conditions that apply to you as an XFERS User. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of other XFERS websites and Services will be governed by the terms and conditions posted on those websites.

We may amend this Agreement, the Privacy Policy and each of our policies at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If the revised version of this Agreement includes a Substantial Change, we will provide you with 14 calendar days’ prior notice of any Substantial Change. All future changes set out in the revised Agreement already published at the time you register for the Services are incorporated by reference into this Agreement and will take effect as specified. If you do not agree to be bound by the revised terms and conditions, you should discontinue your use or access of our Services and your Fazz / StraitsX Account. By continuing to use our Services, your Fazz / StraitsX Account and/or any part thereof on each and every occasion, you agree to and/or are deemed to have agreed to the revised terms in relation to the Services and your Fazz / StraitsX Account and shall be bound by them absolutely as issued or adopted by us from time to time. As such, you should visit this page periodically.

This is an important document which you must consider carefully when choosing whether to use the Fazz Services. Please note the following risks of using the Fazz Services:

Payments/Transfers received in your Account may be reversed at a later time, for example, if a payment/transfer is subject to a Chargeback, Reversal, Claim or is otherwise invalidated. This means that a payment/transfer may be reversed from your Account after you have provided the sender the products/goods/assets/property or services that were purchased.
You should be aware of the possibility of unauthorised transactions from your Account or receiving payments from unauthorised transactions from a third party’s Account. You can help protect yourself from the risks of unauthorised transactions by safeguarding your Account IDs, passwords, API secret keys, and any other codes you use to access Fazz Services or to send any Instruction to us, and regularly checking your Account transaction history.
We may close, suspend, or limit your access to your Account or the Fazz Services, and/or limit access to your funds if you violate this Agreement, the Acceptable Use Policy, or any other agreement you enter into with XFERS.
In accordance with the applicable laws and regulations (including PSN08), XFERS is required to provide the following disclosures:

Notice for Non-Singapore Residents: XFERS PTE. LTD. is licensed by the Monetary Authority of Singapore to provide e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to XFERS PTE. LTD. if XFERS PTE. LTD’s business fails.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Fazz Services and your Fazz / StraitsX Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.

RISK WARNING ON DIGITAL PAYMENT TOKEN SERVICES

The Monetary Authority of Singapore (MAS) requires us to provide this risk warning to you as a customer of a digital payment token (DPT) service provider. Before you pay XFERS PTE. LTD. any money or DPT, you should be aware of the following.

XFERS PTE. LTD. is exempted by MAS from holding a licence to provide DPT services. Please note that you may not be able to recover all the money or DPTs you paid to XFERS PTE. LTD. if XFERS PTE. LTD.’s business fails.
You should not transact in the DPT if you are not familiar with this DPT. This includes how the DPT is created, and how the DPT you intend to transact is transferred or held by XFERS PTE. LTD..
You should be aware that the value of DPTs may fluctuate greatly. You should buy DPTs only if you are prepared to accept the risk of losing all of the money you put into such tokens.
You should be aware that XFERS PTE. LTD., as part of its licence to provide DPT services, may offer services related to DPTs which are promoted as having a stable value, commonly known as “stablecoin”.

1 INTERPRETATION & DEFINITIONS

“Account”, “Fazz Account” or “StraitsX Account” means any account opened directly with XFERS PTE. LTD., including a Guest, Personal, Corporate or Merchant Account, and any future types of Accounts we may introduce, which may hold the following, where applicable:

(a) your user profile containing your Information;

(b) your Fazz Account / StraitsX Wallet, which will contain your XFERS e-money, your XFERS Tokens and/or your non-XFERS Tokens, and which may be used by you to place, transfer or withdraw XFERS e-money, your XFERS Tokens and/or your non-XFERS Tokens;

(d) your Temporary Holding Balance.

“API” means application programming interface.

“Applicable Laws” means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines, codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this Agreement (i.e. Users, XFERS, Safeguarding Institution) or any of the subject matters of this Agreement, including, without limitation:

(a) the PSA and all subsidiary legislation pertaining to the PSA, as the same may be amended, supplemented or replaced from time to time;

(b) the E-payments User Protection Guidelines published by the MAS, as the same may be amended, supplemented or replaced from time to time;

(c) any directives, notices, guidelines, codes, practice notes, circulars, policy statements, rules, requests or requirements (in each case whether or not having the force of law) from time to time published or issued by MAS, as the same may be amended, supplemented or replaced from time to time, including but not limited to MAS Notices (i) PSN04 Notice on Submission of Regulatory Returns, (ii) PSN07 Notice on Conduct and (iii) PSN08 Notice on Disclosures and Communications; and

(d) all laws, statutes, regulations, guidelines, directives, rules, directions, codes, ordinances, judgements, decrees, writs or orders enacted or issued in relation to anti-money laundering, countering the financing of terrorism and sanctions, including but not limited to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, the Terrorism (Suppression of Financing) Act 2002, the respective regulations promulgated under the Monetary Authority of Singapore Act 1970, MAS Notice PSN01 Prevention of Money Laundering and Countering the Financing of Terrorism – Specified Payment Services, MAS Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism – Digital Payment Token Service, and other related MAS-issued guidelines.

“Attached Bank Account(s)” has the meaning stated in Clause 9.7.

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Singapore.

“Chargeback” means a request that a User files directly with his or her bank to invalidate a payment.

“Claim” means a challenge to a payment that a User files directly with us, and we, in our absolute discretion, are of the opinion that the underlying products/goods/assets/property or services paid for using Fazz Services were not received or significantly not as described.

“Communications” means any emails which we may send to the primary email address that you have provided to us when you opened your Fazz / StraitsX Account, as well as any text messages or calls, including autodialled and pre-recorded messages from us, which we may from time to time send to the telephone number (including your mobile telephone number) that you have provided to us.

“Counterfeit XFERS Tokens” has the meaning stated in Clause 12A.1.

“digital payment token” shall have the meaning ascribed to it under Section 2(1) of the PSA and interpreted in light of other applicable regulatory materials, guidance and/or Frequently Asked Questions (FAQs) issued by the MAS (including, without limitation, the MAS’ response to Question 23 in its FAQs on the Payment Services Act dated 7 March 2022), which, for the avoidance of doubt, would include any digital assets (including, without limitation, any digital tokens or stablecoins) or any other instruments which fall within the definition of “digital payment token” under Section 2(1) of the PSA.

“Downtime” has the meaning stated in Clause 12A.3.

“e-money” shall have the meaning ascribed to it under Section 2(1) of the PSA and interpreted in light of other applicable regulatory materials, guidance and/or Frequently Asked Questions (FAQs) issued by the MAS (including, without limitation, MAS’ response to Question 23 in its FAQs on the Payment Services Act dated 7 March 2022), which, for the avoidance of doubt, would include any digital assets (including, without limitation, any digital tokens or stablecoins) or any other instruments which fall within the definition of “e-money” under Section 2(1) of the PSA.

“Error” means a processing error made by XFERS or its suppliers in which your Account is mistakenly debited or credited.

“fork” has the meaning stated in Clause 12A.3.

“Information” means any Account information that you (or other Users) provide to us, including but not limited to personal information, financial information, or other information related to you, your business, or other Users.

“Instruction” means any instruction for issuance of XFERS e-money, issuance, purchase or crediting of XFERS Tokens and/or Non-XFERS Tokens, payment, transfer, exchange, redemption or withdrawal or any other instructions in relation to the Fazz Services.

“MAS” means the Monetary Authority of Singapore.

“Merchant Account” means a Fazz Business and/or StraitsX Business Account.

“Merchant Account User” means any User who holds or operates a Merchant Account with XFERS PTE. LTD.

“Non-Fazz Account” means any account, device or facility that may hold XFERS Tokens, but which is not opened, maintained and/or operated by or with XFERS. For the avoidance of doubt, this includes any account opened, maintained and/or operated by or with Platform Users or Merchant Account Users, and any blockchain address or wallet controlled by any person or entity (other than XFERS).

“Non-Fazz Account Token Holder” means any person or entity that holds XFERS Token(s) in a Non-Fazz / StraitsX Account.

“Non-XFERS Token” means any supported digital assets (including, without limitation, any digital tokens or stablecoins) or any other instruments not issued by XFERS on a blockchain / distributed ledger which fall within the definition of “digital payment token” under Section 2(1) of the PSA.

“Payment/Transfer Review” has the meaning stated in Clause 5.8.

“Platform/Merchant Customer” has the meaning stated in Clause 10.4.

“Platform User” has the meaning stated in Clause 10.2.1.

“Policy” or “Policies” means any Policy or other agreement between you and XFERS PTE. LTD. that you entered into on the Fazz / StraitsX website, or in connection with your use of the Fazz Services.

“PSA” refers to the Payment Services Act 2019, as may be amended, supplemented, or replaced from time to time.

“Refund Step-In Event” means XFERS’ inability to process and complete any withdrawal or refund of Relevant Money solely as a result of the appointment of a liquidator, a provisional liquidator, an administrator, a receiver, receiver manager or judicial manager over XFERS PTE. LTD. or any of its assets.

“Relevant Money” shall, insofar as it relates to domestic money transfer service, cross-border money transfer service, merchant acquisition service and/or e-money issuance service that XFERS provides as a major payment institution (as defined in the PSA) under the PSA, have the meaning ascribed to it in Section 23(14) of the PSA, except that the reference to “major payment institution” in the definition of “relevant money” under Section 23(14) of the PSA shall refer to XFERS, and the reference to a “customer” in the definition of “relevant money” under Section 23(14) of the PSA shall refer to any User (as defined herein). For the avoidance of doubt, “Relevant Money” shall exclude all moneys received by XFERS from or on account of any User, in exchange for (i) the sale and/or issuance of XFERS Tokens by XFERS, or (ii) the sale of Non-XFERS Tokens by XFERS.

“Reserve” means a percentage of the funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Account that we hold in order to protect against the risk of Reversals, Chargebacks, Claims or any other liability related to your Account and/or use of the Fazz Services.

“Restricted Activities” means those activities described in Clause 13 of this Agreement.

“Reversal” means XFERS reverses a payment/transfer you received because (a) it is invalidated by the sender’s bank, (b) it was sent to you in Error by XFERS, its parent, subsidiaries, affiliates, or any direct or indirect XFERS subsidiary, (c) the sender of the payment/the transferor did not have authorisation to send the payment/make the transfer (for example: the sender used a stolen internet banking account, debit card or credit card), (d) the sender of the payment/the transferor sent multiple payments/made multiple transfers erroneously, or such other manifest or obvious error, (e) you received the payment/transfer for activities that violated this Agreement, the Acceptable Use Policy, or any other Policy, or (f) XFERS decided a Claim against you.

“Rewards” has the meaning stated in Clause 8.8.

“Safeguarding Institution” means any bank or financial institution referred to in paragraph (a) of the definition of “safeguarding institution” in Section 23(14) of the PSA which is appointed by XFERS to safeguard the Relevant Money by way of an undertaking, in accordance with Section 23 of the PSA.

“Services” or “Fazz Services” means all our products and services and any other features, technologies and/or functionalities offered by us on our website(s) or through any other means, but does not include the issuance/operation of any Non-Fazz Account.

“Settlement Wallet” has the meaning stated in Clause 8.3.

“StraitsX Wallet” means a payment or other account opened and maintained with us in connection with the Fazz Services, which will contain your XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens, and which may be used by you to place, transfer or withdraw XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens.

“Substantial Change” means a change to the terms of this Agreement that significantly reduces your rights or significantly increases your responsibilities.

“Temporary Holding Balance” has the meaning stated in Clause 8.4.

“User” means any person or entity who holds a Fazz / StraitsX Account and uses the Fazz Services, including you.

“Verified Account” means an Account status that reflects that we have verified the identity of an Account holder and such other requirements as we may deem fit. A Verified Account status does not constitute an endorsement of a User or a guarantee of a User’s business practices.

“Withheld” means any funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in an Account that cannot be transferred withdrawn, or redeemed, and includes funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) on Reserve.

“XFERS Credits” has the meaning stated in Clause 5.4.

“XFERS e-money” means any e-money issued by XFERS, whether stored in a Fazz Account / StraitsX Wallet or a Non-Fazz Account. For the avoidance of doubt, all XFERS Tokens and/or Non-XFERS Tokens are not considered to be “XFERS e-money”.

“XFERS Token” means any digital assets (including, without limitation, any digital tokens or stablecoins) or any other instruments issued by XFERS on a blockchain / distributed ledger which fall within the definition of “digital payment token” under Section 2(1) of the PSA.

“XFERS Token Contract” has the meaning stated in Clause 12A.1.

“XFERS”, “Fazz”, “StraitsX”, “we“, “us” or “our” means XFERS PTE. LTD., and where applicable, includes the subsidiaries and/or affiliates of XFERS PTE. LTD.

The headings in this Agreement are for convenience only and shall not affect the interpretation hereof.

2 PAYMENT SERVICES & ELIGIBILITY

2.1 Payment Services

XFERS PTE. LTD. is a payment services provider and acts as such by creating, hosting, maintaining and providing our Fazz Services to you via the Internet. Our services allow you to send payments/transfers to anyone with an Account or a Non-Fazz Account, and, where available, to receive payments/transfers. Our service availability varies by country.

XFERS operates the following e-money or digital payment token systems: (1) where the records relating to XFERS e-money or XFERS Tokens are stored on XFERS’ internal ledger, and (2) where the records relating to XFERS Tokens and/or Non-XFERS Tokens are stored on a blockchain ledger, and such XFERS Tokens and/or Non-XFERS Tokens are represented in the form of transferable digital tokens or stablecoins. The latter system is intended to create an open and interoperable network that would enable more flexible third-party development of new applications involving XFERS Tokens.

XFERS also provides account issuance, merchant acquisition, domestic money transfer and inward cross-border money transfer services in respect of XFERS e-money.

XFERS also allows Users to hold XFERS Tokens and/or Non-XFERS Tokens in their StraitsX Wallet(s), with such XFERS Tokens being recognised by the relevant blockchain system as being held and controlled by XFERS. XFERS will correspondingly maintain an internal ledger which records the XFERS Tokens that it holds and controls on behalf of each User.

Subject to all Applicable Laws, the other terms and conditions of this Agreement (including, without limitation, Clause 6.6 below), and any fees where applicable, XFERS undertakes to redeem / purchase from any User, one (1) XFERS Token for one (1) Singapore Dollar (“SGD“) or, as the case may be, one (1) unit of such other currency that the relevant XFERS Token is denominated in or pegged to. XFERS will hold SGD and/or other currencies or assets (“XFERS Reserves“) to back the redemption / purchase of XFERS Tokens in circulation. The composition of the XFERS Reserves used to back the redemption / purchase of XFERS Tokens is within the sole control and at the sole and absolute discretion of XFERS. While XFERS may hold XFERS Reserves in interest-bearing accounts or other yield-generating assets or instruments, holders of the XFERS Tokens are not entitled to any interest or other returns earned by the XFERS Reserves

XFERS is not a bank or deposit-taking company, and XFERS does not maintain any bank account or any current, savings or deposit account for Users.

XFERS is not providing the function of a settlement institution but is merely providing technology infrastructure support. All settlements are to be carried out by the Users’ bank.

XFERS is not in the business of moneylending.

XFERS is not a common carrier or public utility.

2.2 Eligibility

To be eligible to use the Fazz Services:

(a) You must be able to form legally binding contracts under Singapore law. Without limiting the generality of the foregoing: (i) you must be at least 18 years old or higher; and (ii) (for corporate bodies) you must have obtained the necessary corporate and/or regulatory approvals to use such Services.

(b) You must not impose a surcharge or any other fee for accepting Fazz / StraitsX as a payment method. However, this does not prevent you from passing on the fees charged by Fazz / StraitsX for the Services to the User sending the payment/making the transfer, provided that you accurately communicate that you (and not XFERS) are the party charging the fees to the User. You may charge a handling fee in connection with the sale of products/goods/assets/property or services, as long as the handling fee is not higher than the handling fee you charge for non-XFERS transactions and that you accurately communicate that you (and not XFERS) are the party charging such fees.

2.3 Legal Relationship

2.3.1 The XFERS e-money issued by XFERS is regarded as “e-money” under the PSA. XFERS PTE. LTD., as the holder of a major payment institution licence, is required to ensure that the Relevant Money received by XFERS is safeguarded in a manner prescribed by MAS. In this regard, CIMB Bank Berhad Singapore Branch (“CIMB“), as a Safeguarding Institution, has undertaken to be fully liable to Users for the Relevant Money in accordance with the Payment Services Banking Service Agreement entered into between XFERS and CIMB, as may be amended, supplemented or replaced from time to time.

For the avoidance of doubt, CIMB does not own, operate nor manage the Account, nor is it an issuer of the Account or the XFERS e-money under the PSA. However, as a Safeguarding Institution, CIMB, in addition to XFERS, is liable for the Relevant Money in accordance with the requirements under the PSA. In addition, CIMB will not be liable for all moneys received by XFERS from or on account of any User, in exchange for the sale and/or issuance of XFERS Tokens by XFERS.

2.3.2 In providing the Services, XFERS does not act as principal but acts as facilitator on behalf of the Users to send payments/transfers to other Users or Non-Fazz Account holders via the Users’ Accounts. As such, each payment/transfer transaction is between you and the other User or Non-Fazz Account holder, where the relationship may be contractual in nature.

We do not have any control over, and are not responsible or liable for, the products/goods/assets/property (whether tangible or intangible) or services that are paid for with our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction. Accordingly, neither XFERS, CIMB, nor any of their officers, employees or agents shall be liable in any way for the products/goods/assets/property and services sold or provided by the User or Non-Fazz Account holder including any defect, damage, quality, failure or unavailability of or relating to the products/goods/assets/property purchased from or services provided by the User or Non-Fazz Account holder or for any other disputes concerning the said products/goods/assets/property or services.

2.4 Customer Information

In order to open and maintain an Account, you must provide us with correct and updated Information.

2.4.1 Your personal information & contact details: It is your responsibility to keep your personal information, primary email address and telephone number (including mobile telephone number) up to date so that we can communicate with you. You understand and agree that if we send you a Communication but you do not receive it because your primary email address or telephone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Communications, we will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add our email address to your address book so that you will be able to receive the Communications we send to you. You can update your primary email address, telephone number, or residential/registered address at any time by logging into the Fazz / StraitsX website or by submitting a ticket through this link: https://support-sg.fazz.com/hc/en-us/requests/new. If your contact information becomes invalid such that Communications sent to you by us are returned, we may deem your Account to be inactive, and you will not be able to transact any activity using your Account until we receive a valid, working primary email address and/or telephone number from you.

2.4.2 Identity verification: You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include, but is not limited to, asking you for further information or documentation, requiring you to provide a scan of your national identification documents/card (or passport), proof of address, taxpayer or national identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your Information against third party databases or through other sources.

2.4.3 Compliance with Applicable Laws: You agree to provide us with all information, documents and / or materials that we may from time to time request from you, and to perform any and all such acts or things, including your forbearance to do any and all such acts or things, in each case as may be required or expedient for the purposes of complying, or facilitating our compliance with Applicable Laws, or to avoid violation of any Applicable Laws. Examples of Applicable Laws that we are subject to in connection with its provision of account issuance services, inward cross-border money transfer services, domestic money transfer services, digital payment token services, merchant acquisition service and e-money issuance services, which may give rise to such obligations on your part include but is not limited to:

anti-money laundering, countering the financing of terrorism and sanctions laws and regulations, including but not limited to any and all regulatory requirements pertaining to the collection and retention of information, documents and materials in relation to any transactions using Fazz Services;
any and all regulatory requirements imposed on us by the MAS or any other regulatory authority, including but not limited to any and all requirements pertaining to the submission of regulatory returns, periodic reports or record keeping; and
any request for information, documents and/or materials from the MAS or any other regulatory authority.

2.4.4 Credit report authorisation: If you open a Merchant Account, you are providing us with your written instructions and authorisation in accordance with any applicable law to obtain your personal and/or business credit report from a credit bureau. You are also authorising us to obtain your personal and/or business credit report: (a) when you request certain new products, or (b) at any time we reasonably believe there may be an increased level of risk associated with your Account.

2.4.5 Sharing of personal information: In providing your information to us, you authorise us to share your information to such parties and for such purposes as indicated in our Privacy Policy. You may access the Privacy Policy here: https://fazz.com/sg/privacy-policy/fazz-biz/pp-sg/.

2.4.6 Restriction on use of other Users’ personal information: Without limiting the generality of Clause 17.8, if you are a recipient of personal information of another Fazz / StraitsX User or Non-Fazz Account holder, you shall only use the information for the purpose of performing or enforcing any transactions between you and that User or Non-Fazz Account holder, and you shall not use, disclose or disseminate the information to other parties except in accordance with the law.

2.5 Beneficial Owner

You must be the beneficial owner of the Account, and conduct business only on behalf of yourself.

3. FEES FOR Fazz Services

3.1 Fees

You agree to pay us any and all prevailing fees charged by us from time to time in connection with the provision or use of the Services. The fees are stated on our website and will be disclosed to you prior to confirmation of the transaction. In the event of any inconsistency, the fees disclosed to you prior to confirmation of the transaction will prevail over the fees stated on the website. The fees are chargeable as long as the Fazz Services were used, even if the placement, payment, transfer, withdrawal, and/or any other transaction (as the case may be) was unauthorised, made in error, cancelled, subject to Payment/Transfer Review, Reversal, Chargeback or Claim, or for whatever other reason that the receiving User or Non-Fazz Account holder has not received the money, XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens (as the case may be).

We may change our fees (including adding new fees) from time to time, which shall be stated on our website and which shall be binding on you if you continue to maintain or use the Services after the effective date for imposing the revised fees.

3.2 Deduction from or Set-off Against Your Account

Any fees charged by us may be deducted from or set-off against the funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Fazz / StraitsX Account (including any incoming receivables which have not yet been credited into your Fazz / StraitsX Account).

3.3 No Fee Refunds

The fees charged by us shall be payable in advance and are strictly non-refundable.

4. ISSUING XFERS E-MONEY / PURCHASE OF XFERS TOKENS

4.1 Issuance Limits for XFERS E-Money

We may, in our sole and absolute discretion, impose limits on the amount of XFERS e-money that we can issue into your Fazz Account / StraitsX Wallet. If you have a Verified Account, we may increase your issuance limits. Do note that where we receive any amounts in excess of the issuance limits, or which will cause the amount of XFERS e-money held in your Fazz Account / StraitsX Wallet to exceed the maximum limits (as imposed by us pursuant to Clause 8.2 below), we reserve the right not to issue and credit such excess amounts to your Fazz Account / StraitsX Wallet in the form of XFERS e-money, but instead reflect them in your Temporary Holding Balance, in accordance with Clause 8.4 below.

Persons who wish to have XFERS e-money issued into their Fazz Account / StraitsX Wallet exceeding the limits and/or for purposes other than personal usage of such XFERS e-money (e.g. business or enterprise usage of XFERS e-money, including, without limitation, the integration of XFERS e-money with any platforms, exchanges, applications or network) should contact us.

4.2 Issuance Methods for XFERS E-Money

You may instruct us to issue XFERS e-money to you into your Fazz Account / StraitsX Wallet by using the following payment methods:

(a) Bank transfer from your bank account;

(b) Debit card; and

If you have not received the XFERS e-money in your Fazz Account / StraitsX Wallet, or if funds in excess of the (i) issuance limits and/or (ii) maximum limit of XFERS e-money you are permitted to hold in your Fazz Account / StraitsX Wallet have not been reflected in your Temporary Holding Balance by the next Business Day, please contact us immediately.

4.3 Purchase Limits for XFERS Tokens

We may, in our sole and absolute discretion, impose limits on the amount of XFERS Tokens that may be purchased by a User. If you have a Verified Account, we may increase your purchase limits. Do note that where we receive any amounts in excess of the purchase limits, or which will cause the amount of XFERS Tokens held in your StraitsX Wallet to exceed the maximum limits (as imposed by us pursuant to Clause 8.2 below), we reserve the right not to sell and credit such excess amounts to your StraitsX Wallet in the form of XFERS Tokens, but instead reflect them in your Temporary Holding Balance, in accordance with Clause 8.4 below.

Persons who wish to have XFERS Tokens credited into their StraitsX Wallet exceeding the purchase limits and/or for purposes other than personal usage of such XFERS Tokens (e.g. business or enterprise usage of XFERS Tokens, including, without limitation, the integration of XFERS Tokens with any platforms, exchanges, applications or network) should contact us.

4.4 Payment Methods for Purchase of XFERS Tokens

You may purchase XFERS Tokens from XFERS to be issued to your StraitsX Wallet by using the following payment methods:

(a) Bank transfer from your bank account;

(b) Debit card; and

If you have not received the XFERS Tokens in your StraitsX Wallet, or if XFERS Tokens in excess of the (i) purchase limits and/or (ii) maximum limit of XFERS Tokens you are permitted to hold in your StraitsX Wallet have not been reflected in your Temporary Holding Balance by the next Business Day, please contact us immediately.

4A. PURCHASE OF NON-XFERS TOKENS

4A.1 Supported Non-XFERS Tokens

Where available, you may instruct us to purchase supported Non-XFERS Tokens on your behalf through the Fazz Services. The purchase of Non-XFERS Tokens is available only in connection with Non-XFERS Tokens that StraitsX supports, and this may change from time to time, at the sole and absolute discretion of XFERS.

XFERS is not the issuer of Non-XFERS Tokens. No fiat currency is held on reserve for Non-XFERS Token holders by XFERS or by the Safeguarding Institution.

Should you elect to purchase and/or hold Non-XFERS Tokens in your StraitsX Wallet, you might be using one of our third party service providers, such as Circle. In addition to this Agreement, you agree to comply with and be bound by any agreement governing your purchase and/or holding of the Non-XFERS Tokens. For instance, your holding and use of USDC is governed by the Circle USDC Terms (found here: https://www.circle.com/en/legal/usdc-terms).

You agree and irrevocably authorise XFERS to collect and disclose your transaction information to such third party service providers. Your information will be used in accordance with their respective privacy policies. For instance, Circle will handle your information in accordance with their Circle Privacy Policy (found here: https://www.circle.com/en/legal/privacy-policy).

4A.2 Purchase Limits for Non-XFERS Tokens

We may, in our sole and absolute discretion, impose limits on the amount of supported Non-XFERS Tokens that may be purchased by a User. If you have a Verified Account, we may increase your purchase limits. Do note that where we receive any amounts in excess of the purchase limits, or which will cause the amount of Non-XFERS Tokens held in your StraitsX Wallet to exceed the maximum limits (as imposed by us pursuant to Clause 8.2 below), we reserve the right not to sell and credit such excess amounts to your StraitsX Wallet in the form of Non-XFERS Tokens, but instead reflect them in your Temporary Holding Balance, in accordance with Clause 8.4 below.

Persons who wish to have supported Non-XFERS Tokens credited into their StraitsX Wallet exceeding the purchase limits and/or for purposes other than personal usage of such Non-XFERS Tokens (e.g. business or enterprise usage of Non-XFERS Tokens, including, without limitation, the integration of Non-XFERS Tokens with any platforms, exchanges, applications or network) should contact XFERS.

4A.3 Payment Methods for Purchase of Non-XFERS Tokens

You may instruct us to purchase supported Non-XFERS Tokens from XFERS on your behalf, to be credited to your StraitsX Wallet, by using the following payment methods:

(a) Bank transfer from your bank account;

(b) Debit card; and

We may use third party service providers to facilitate your purchase of Non-XFERS Tokens. In connection with your purchase of Non-XFERS Tokens, we may provide you with instructions to make payment directly to such third party service providers. You are solely responsible for ensuring that you comply with such payment instructions. We bear no responsibility for any losses you might incur as a result of your non-compliance with such payment instructions.

5. SENDING & RECEIVING PAYMENTS AND TRANSFERS WITH YOUR FAZZ / STRAITSX ACCOUNT

5.1 Sending and/or Receiving Limits

In accordance with Applicable Laws, the type and extent of information which we require you to provide in order to facilitate the payments or transfers you can send and/or receive through the Fazz Services may vary. This may vary depending on, among other things, the amount of XFERS e-money being transacted as follows:

(a) where the transaction value does not exceed the equivalent of $20,000 SGD; and

(b) where the transaction value exceeds the equivalent of $20,000 SGD.

We may, in our sole and absolute discretion, impose limits on the amount of payments or transfers you can send and/or receive through the Fazz Services, whether to and/or from an Fazz / StraitsX Account or a Non-Fazz Account.

If you have a Verified Account, we may increase your sending and/or receiving limits.

5.2 Default Payment Methods

Unless otherwise instructed, when you make a payment or transfer, XFERS will fund your transaction in this order (subject to availability based on your payment methods and country of registration):

(a) Balance XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet;

(b) Bank transfer from your bank account;

(d) Credit card.

5.3 Card Charge Authorisation

By adding a debit card or credit card to your Account as a payment method, you are providing XFERS with continuous authority to automatically charge that card to obtain the relevant funds when the card is used as a payment method pursuant to this Agreement. You can stop the continuous authority in respect of any card by removing that card as a payment method in your Account profile.

If you pay for a transaction with your debit card or credit card without adding it as a payment method, you are providing us with irrevocable authority to charge that card to obtain the relevant funds required for that transaction.

5.4 Obtaining XFERS Credits

In addition to the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens stored in your Fazz Account / StraitsX Wallet, you may obtain XFERS Credits which may be used to pay for your transactions with Merchant Account Users or Platform Users.

You may obtain XFERS Credits in the following ways:

(a) We may issue you XFERS Credits as part of a promotional campaign which we may conduct from time to time (for example, cashback schemes, loyalty reward schemes, bonus top-up schemes, etc);

(b) You may purchase XFERS Credits from us using the balance in your Fazz / StraitsX Account;

(d) You may purchase XFERS Credits from us by using your debit card or credit card.

You may use your XFERS Credits to:

(i) pay (partially or fully) for transactions with our selected Merchant Account Users or Platform Users; or

(ii) pay us any fees for using Fazz Services.

XFERS may at its sole and absolute discretion reject your request to purchase XFERS Credits for any reason whatsoever.

XFERS Credits are not redeemable for cash nor are they refundable under any circumstances. They cannot be resold or exchanged for value under any circumstances. XFERS Credits shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.

You may check your XFERS Credits balance in your Fazz / StraitsX Account. The XFERS Credits balance set out in your Account shall serve as conclusive evidence of your XFERS Credits.

XFERS Credits will only be valid for (6) six months from the date of their last purchase or spend, whichever is later. The expiry date set out in your Account will serve as conclusive evidence of the expiry date of your XFERS Credits. XFERS shall have the right to deal with the expired XFERS Credits in such manner as it deems fit in its absolute discretion. You hereby agree that you will have no claim whatsoever against XFERS for any expired XFERS Credits.

As your XFERS payments may involve credit or debit cards transaction through our third party service providers and financial institutions, if such transaction results in a reversal or chargeback from our third party service providers or financial institutions, we reserve the right to charge you an administrative fee in addition to a claw-back of the amount from your XFERS Credits or your Account balance, or any other way we deem fit.

5.5 Sending Payments/Transfers from your Fazz Account / StraitsX Wallet

If you are making a payment and/or transfer from your Fazz Account / StraitsX Wallet and your Fazz Account / StraitsX Wallet does not have sufficient XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens, you are required to add XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens to your Fazz Account / StraitsX Wallet, which may be done through one or more of the following ways:

(a) Instruct that we issue XFERS e-money or credit XFERS Tokens and/or Non-XFERS Tokens into your StraitsX Wallet by:

(i) transferring money from your bank account into XFERS’ designated bank account (as stated on our website); or

(ii) entering your debit card or credit card details and provide XFERS with irrevocable authority to charge that card to obtain the relevant funds required for that transaction; or

(b) transfer XFERS Tokens and/or Non-XFERS Tokens from your Non-Fazz Account into XFERS’ designated wallet address as stated on our website.

If you transfer money from your bank account, we will not issue XFERS e-money or credit XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet unless we receive the money in the XFERS designated bank account(s) as stated on our website, with the correct initials / transaction reference code (as generated by the XFERS system).

If you transfer XFERS Tokens and/or Non-XFERS Tokens from your Non-Fazz Account, your StraitsX Wallet will not be credited with XFERS Tokens and/or Non-XFERS Tokens unless we receive the Tokens in the XFERS designated wallet address with the correct initials / transaction reference code (as generated by the XFERS system). The transfer of XFERS Tokens and/or Non-XFERS Tokens from your Non-Fazz Account is also subject to Clause 5.7 below.

Upon receiving sufficient money in exchange for the issuance of XFERS e-money / purchase of XFERS Tokens and/or Non-XFERS Tokens, we will credit your Fazz Account / StraitsX Wallet accordingly with XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens (subject to any issuance limits, purchase limits, transfer limits and/or maximum limit(s) of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens that you can hold in your Fazz Account / StraitsX Wallet, which we may impose pursuant to Clause 4.1 and 4.3 and Clause 8.2 respectively) and effect the transfer to the User or the Non-Fazz Account holder you wish to pay/transfer. Any amounts topped-up in excess of the issuance limits, transfer limits or which will cause the amount of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens held in your Fazz Account / StraitsX Wallet to exceed the maximum limits may be reflected in your Temporary Holding Balance instead.

If the User or Non-Fazz Account holder does not receive the funds after the following period of time, please contact XFERS immediately:

(a) three (3) Business Days after the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet has been debited, where you and the recipient are both in Singapore; and

(b) seven (7) Business Days after the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet has been debited, where you are in Singapore and the recipient is outside Singapore (or in a case where the recipient is in Singapore, where you are outside Singapore).

5.6 Receiving Payments/Transfers

If you are receiving payments and/or transfers from credit card or debit card transactions on XFERS, you might be using one of our third party service providers, such as Stripe Payments Singapore Pte Ltd (“Stripe”). We may change the service providers we use any time without prior notice.

In addition to these terms, you agree to comply with the User Agreement governing your use of the services of our service providers. For instance, your use of Stripe’s services are governed by Stripe Connected Account Agreement (found here: https://stripe.com/connect/account-terms).

You agree and irrevocably authorise XFERS to collect and disclose your transaction information to such third party service providers. Your information will be used in accordance with their respective privacy policies. For instance, Stripe will handle your information in accordance with their Stripe Privacy Policy (found here: https://stripe.com/privacy).

5.7 Receiving Payments/Transfers of XFERS Tokens and/or Non-XFERS Tokens from Non-Fazz Accounts

You may receive payments and/or transfers of XFERS Tokens and/or Non-XFERS Tokens from Non-Fazz Accounts into your StraitsX Wallet. Where applicable, we may convert the XFERS Tokens and/or Non-XFERS Tokens that are to be paid / transferred to your Account to XFERS e-money or funds before depositing them into your Account.

We may in our sole and absolute discretion restrict or prohibit the payment and/or transfer of XFERS Tokens and/or Non-XFERS Tokens from any Non-Fazz Account to a StraitsX Wallet and/or impose a limit on the amount of XFERS Tokens and/or Non-XFERS Tokens that may be transferred from any Non-Fazz Account to a StraitsX Wallet (i.e. transfer limits). We shall not be liable for any loss (direct or indirect) suffered by you or any other person due to any such transfer and/or payment restriction or prohibition imposed by us.

Your StraitsX Wallet only supports sending and receiving of XFERS Tokens and/or supported Non-XFERS Tokens. If you or any third party (including Non-Fazz Account holders) attempt to send any other virtual currency, token, digital currency, or similar digital assets (“Other Digital Assets”) into your Account, such Other Digital Assets will be lost forever. We bear no responsibility for any losses you might incur as a result of you or any third party sending Other Digital Assets to your Account.

If you have not received a payment/transfer from a Non-Fazz Account within a reasonable time, your only recourse will be to contact the payment sender/transferor, and/or the party that issues/operates (if applicable) the Non-Fazz Account. We shall not be responsible or liable for the failure of any payment/transfer made from a Non-Fazz Account.

5.8 Payment/Transfer Review

Payment/Transfer Review is a process by which we review certain potentially high-risk transactions. If a payment/transfer is subject to Payment/Transfer Review, we may place a hold on the payment/transfer and conduct a review and either clear or cancel the payment/transfer. If the payment/transfer is cleared, to the extent that the payment/transfer is made to an Fazz / StraitsX Account, the receiving User will be notified that the funds have been transferred. Otherwise, the payment/transfer will be cancelled and returned to the sending User’s Account or the sending Non-Fazz Account holder.

5.9 Risk of Reversals, Chargebacks and Claims

When you receive a payment/transfer, you are liable to us for the full amount of the payment/transfer plus any fees if the payment/transfer is later invalidated for any reason, regardless of whether such payment/transfer has been received from an Fazz / StraitsX Account or Non-Fazz Account. This means that, in addition to any other liability, you will be responsible for the amount of the payment/transfer, plus the applicable fees, as charged by us, if you lose a Claim or a Chargeback, or if there is a Reversal of the payment/transfer.

5.10 Refund or Return of Paid/Transferred Amount

If you are a receiving User wishing to return or refund the paid/transferred amount to the sending User or to the sending Non-Fazz Account holder (as the case may be), you should contact our customer support team. The return or refund amount should not exceed the original paid/transferred amount. The processing of any return or refund is in XFERS’ absolute discretion, and if a return or refund is issued, you continue to be liable for fees for the initial payment/transfer, as well as the prevailing administrative fees for effecting such a return or refund (if any).

If you are a sending User, you should contact the receiving User if you wish to get a return or refund for the paid/transferred amount. We may, in our absolute discretion, assist you in contacting the receiving User, but we shall not be under any obligation to return or refund you the paid/transferred amount.

For any payments/transfers of XFERS Tokens and/or Non-XFERS Tokens to Non-Fazz Accounts, XFERS is under no obligation to entertain any request for returns or refunds from the sender of such payments/transfers made to Non-Fazz Accounts. The sender shall bear full responsibility or liability for any payment/transfer made to Non-Fazz Accounts.

5.11 No Double Recovery

You shall not attempt to or receive a return or refund for the same transaction from more than one of the following parties:

(a) a receiving User or Non-Fazz Account holder;

(b) any third party (e.g. through a chargeback claim to your bank); or

6 WITHDRAWING FUNDS FROM YOUR FAZZ / STRAITSX WALLET / ACCOUNT

6.1 Withdrawing XFERS e-money / XFERS Tokens to Your Bank Account

You can withdraw XFERS e-money / XFERS Tokens in your Fazz Account / StraitsX Wallet to your Attached Bank Account at any time. If you do not use such XFERS e-money / XFERS Tokens in your Fazz Account / StraitsX Wallet for a prolonged period, we may remind you to withdraw some or all of such XFERS e-money / XFERS Tokens, or we may return such XFERS e-money / XFERS Tokens to your Attached Bank Account. In the case of XFERS Tokens, the withdrawal of the XFERS Tokens will be effected through a redemption / purchase of the XFERS Tokens from you, for a corresponding amount of fiat currency, followed by the withdrawal of such fiat currency to your Attached Bank Account.

Further, you irrevocably authorise us to withdraw some or all of your funds (including XFERS e-money / XFERS Tokens) in your Account (which are in excess of prevailing limits) to your Attached Bank Account.

Please note that XFERS Tokens that are stored in any Non-Fazz Account must first be transferred to XFERS’ designated wallet address and credited into your Fazz Account / StraitsX Wallet, before XFERS will redeem / purchase such XFERS Tokens from you for a corresponding amount of fiat currency, followed by the withdrawal of such fiat currency to your Attached Bank Account.

XFERS reserves the right to deal with any redeemed / purchased XFERS Tokens in its sole discretion, including but not limited to matters relating to the burning of such XFERS Tokens.

6.2 Selling/Redemption of Non-XFERS Tokens

You may instruct us to sell / redeem supported Non-XFERS Tokens in your StraitsX Wallet on your behalf, followed by the transfer of the equivalent amount of fiat currency to your Attached Bank Account.

We may use third party service providers to facilitate your sale / redemption of Non-XFERS Tokens. In connection with your sale / redemption of Non-XFERS Tokens, we are only obligated to transmit your sale / redemption instruction, and the details of your Attached Bank Account, to such third party service providers. You shall be solely responsible for ensuring that your Attached Bank Account is able to receive the appropriate fiat currency from your sale / redemption of Non-XFERS Tokens.

We have no obligation to ensure that the third party service provider transfers the equivalent amount of fiat currency to your Attached Bank Account. You shall be solely responsible for ensuring that the amount of fiat currency received in your Attached Bank Account is accurate and corresponds to the amount of Non-XFERS Tokens which you instruct us to sell, less any applicable fees. We bear no responsibility for any losses you might incur as a result of the failure of third party service providers to transfer any amount of fiat currency to your Attached Bank Account.

We have no obligation to purchase your Non-XFERS Tokens for the equivalent amount of fiat currency.

6.3 Transfer of XFERS Tokens and/or Non-XFERS Tokens to your Non-Fazz Account

You can transfer the XFERS Tokens and/or Non-XFERS Tokens in your StraitsX Wallet to your Non-Fazz Account at any time.

We may in our sole and absolute discretion restrict or prohibit the transfer of XFERS Tokens and/or Non-XFERS Tokens in your StraitsX Wallet to your Non-Fazz Account, and/or impose a limit on the amount of XFERS Tokens and/or Non-XFERS Tokens that may be transferred from your StraitsX Wallet to your Non-Fazz Account. We shall not be liable for any loss (direct or indirect) suffered by you or any other person due to any such transfer and/or payment restriction or prohibition imposed by us.

You are solely responsible for ensuring that the Non-Fazz Account into which you are transferring XFERS Tokens and/or Non-XFERS Tokens supports such Tokens. If you attempt to send XFERS Tokens and/or Non-XFERS Tokens from your StraitsX Wallet to a Non-Fazz Account that does not support such Tokens, your XFERS Tokens and/or Non-XFERS Tokens will be lost forever. XFERS bears no responsibility for any losses you might incur as a result of you sending XFERS Tokens and/or Non-XFERS Tokens from your StraitsX Wallet to a Non-Fazz Account that does not support such Tokens.

6.4 Redemption/Withdrawal and Transfer Limits

Depending on, among other things, the degree to which you have verified your Account, we may limit your ability to redeem/withdraw your XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet to your bank account or transfer the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet to your Non-Fazz Account (as the case may be) until you comply with our requests for information. For the avoidance of doubt, Withheld XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens or XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens placed on hold shall not be redeemed/withdrawn. Additionally, we may delay redemption, withdrawals and/or transfers of large sums of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens while we perform a risk review.

6.5 Redemption / Withdrawal / Transfer Fees

When redeeming / withdrawing / transferring the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet (whether pursuant to this Clause 6 or otherwise), you will be charged the prevailing redemption / withdrawal / transfer fees. The fees for redemption / withdrawal / transfer will depend on the method of redemption / withdrawal / transfer you choose. In addition, if you redeem / withdraw / transfer your XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in a currency / Token other than the currency / Token in which the balance on your Fazz Account / StraitsX Wallet is denominated, the prevailing exchange rate and conversion fees as stated on our website will apply.

We also reserve the right to charge you withdrawal fees for any withdrawal of the funds in your Temporary Holding Balance, Settlement Wallet or otherwise to your Attached Bank Account (whether pursuant to Clause 8.3, Clause 8.4, Clause 9.7 or otherwise).

6.6 Delays in Redemption / Purchase of XFERS Tokens

XFERS reserves the right to delay the redemption / purchase of XFERS Tokens by XFERS, if such delay is necessitated by the illiquidity or unavailability of any XFERS Reserves held by XFERS to back the redemption / purchase of XFERS Tokens in circulation. XFERS also reserves the right to redeem / purchase XFERS Tokens using other currencies or assets other than the currency in which the relevant XFERS Token is denominated in or pegged to.

7 REFUND STEP-IN EVENT

7.1 If XFERS is unable to process and complete any refund of Relevant Money, including redemption and/or withdrawal of funds (including XFERS e-money) in your Account, due to a Refund Step-In Event, XFERS and/or the Safeguarding Institution will announce that a Refund Step-In Event has occurred. After XFERS and/or the Safeguarding Institution has so announced:

(a) If you wish to seek a refund of Relevant Money, you may file a claim with the Safeguarding Institution at any of the refund location(s) as may be specified by the Safeguarding Institution;

(b) You must provide the Safeguarding Institution with (i) such proof of identity as the Safeguarding Institution may require, (ii) an acknowledgement stating the amount refunded or (if specified by the Safeguarding Institution) to be refunded and (iii) any other supporting documents the Safeguarding Institution may require, in each case, failing which the Safeguarding Institution may decline to make a refund;

(c) In the event that you are representing a User who is a non-natural person, you shall provide a letter of authorisation, in such form and substance satisfactory to the Safeguarding Institution, confirming details of the individual(s) authorized to act on the User’s behalf;

(d) No refund or payment will be made to you where, in the Safeguarding Institution’s opinion,

(i) your Account which stores the relevant funds/XFERS e-money has been unlawfully accessed, modified, or used;

(ii) your Account which stores the relevant funds/XFERS e-money is or appears to be a fake account;

(iii) if any of your XFERS Credits have expired or been voided;

(iv) if the Account was used by an individual who was not the beneficial owner of the funds in the Account; or

(v) your funds/XFERS e-money have been illegally or unlawfully obtained.

(e) Refunds made by the Safeguarding Institution will be made by way of cash, cheque, direct account credit or such other modes of payment as may be determined by the Safeguarding Institution in its sole discretion.

(f) The Safeguarding Institution shall not be liable to you or any other person by reason of any delay in making a refund to you in respect of the Relevant Money you are entitled to in accordance with this Agreement, to the extent that such delay was due to a Force Majeure Event as defined in Clause 17.5. The Safeguarding Institution shall be excused for such delay pursuant to this sub-paragraph (f) on and as from the start of the relevant Force Majeure Event until the expiry of such Force Majeure Event.

7.2 The making of refunds by XFERS and the Safeguarding Institution shall be subject to such additional procedural or operational requirements as XFERS or the Safeguarding Institution (as the case may be) may prescribe from time to time. Your failure to observe or comply with such procedural or operational requirements may result in a delay in XFERS or the Safeguarding Institution (as the case may be) making the relevant refund.

7.3 In accordance with the applicable laws and regulations (including PSN08), XFERS is required to provide the following disclosure:

8 YOUR ACCOUNT BALANCE & REWARDS

8.1 Balances

The funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Account will be reflected in your Account balance (whether in the Fazz Account / StraitsX Wallet balance, Settlement Wallet balance, or Temporary Holding Balance). Each time you transact with or add funds into your Account (including where you Instruct that we issue XFERS e-money or credit XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet), you shall be solely responsible for ensuring that the balance reflected is accurate and corresponds to the amount paid or transferred to your Account, or the amount that you have provided us with in exchange for the issuance of XFERS e-money or crediting of XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet.

XFERS, and the Safeguarding Institution and their respective officers, employees and agents shall not be liable for any error or omission not drawn to their attention upon any payments or transfers to/from Fazz / StraitsX Accounts, or Instruction for issuance of XFERS e-money or crediting of XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet.

Subject to the terms of this Agreement, XFERS and the Safeguarding Institution are only liable to you in respect of the withdrawal or refund of your Relevant Money, without any interest accruing.

Additionally, XFERS’ records of all balances and transactions (including blockchain records and your Account balance) shall, save for manifest error or fraud, be conclusive and binding on you for all purposes.

This Clause 8.1 does not affect any right that you may have in respect of XFERS Tokens and/or Non-XFERS Tokens which are stored in Non-Fazz Accounts controlled by you.

8.2 Maximum Limits

Depending on, among other things, the degree to which you have verified your Account, we may limit the maximum amount of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens that you can hold in aggregate in your Fazz Account / StraitsX Wallet. Additionally, we may impose separate maximum limits based on our prevailing operational thresholds.

8.3 Settlement Wallet

When opening an Account, we may also open a wallet for you in which you may receive funds from your sale of goods or provision of services, in connection with our provision of merchant acquisition services (“Settlement Wallet”).

Subject to and in accordance with our fund transfer and settlement processes and timelines (as may be amended, supplemented or replaced from time to time), all funds in your Settlement Wallet will be transferred to your Fazz Account / StraitsX Wallet and/or Attached Bank Account. You will not be able to instruct us as to how the amounts in your Settlement Wallet may be applied.

Without limiting the generality of the actions we may take under Clause 14, we may, in our sole and absolute discretion, withhold some or all of your funds in your Settlement Wallet. This is to take into account the possibility that the payment or transfer of such funds received in your Settlement Wallet may be subject to a Chargeback, Reversal, Claim or be otherwise invalidated – in which case, we may reverse the payment or transfer of such funds from your Settlement Wallet.

8.4 Temporary Holding Balance

Any Instruction for issuance of XFERS e-money, crediting of XFERS Tokens and/or Non-XFERS Tokens or transfers of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet which are in excess of the issuance, purchase or transfer limits (as determined by us pursuant to Clauses 4.1, Clause 4.3 and 5.7 above) and/or maximum limits you are permitted to hold in your Fazz Account / StraitsX Wallet (as determined by us pursuant to Clause 8.2 above) will be separately reflected in your Account as a temporary holding balance, and will not be held in your Fazz Account / StraitsX Wallet (“Temporary Holding Balance”).

You will not be able to instruct us as to how the amounts in your Temporary Holding Balance may be applied. Subject to and in accordance with our fund transfer and settlement processes and timelines (as may be amended, supplemented or replaced from time to time), we will effect withdrawals of the amounts in your Temporary Holding Balance to your Attached Bank Account. Where you have not specified an Attached Bank Account, we will retain the amounts in your Temporary Holding Balance until you have specified an Attached Bank Account.

8.5 Set-off of Due Amounts

You agree to allow XFERS to recover any amounts due to us by debiting your Account balance or your XFERS Credits. If there are insufficient funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Account balance and insufficient XFERS Credits to cover your liability, you agree to make payment to XFERS through other means.

Additionally, if you have a past due amount owed to a XFERS affiliate, subsidiary, or parent company, XFERS may debit your Account to pay any amounts that are more than 90 calendar days past due.

8.6 Negative Balances and Multiple Currencies

If your Account has a negative balance for any reason, you shall take all necessary actions to restore your Account to a zero or positive balance as soon as possible.

XFERS may set-off the negative balance with any funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) that you subsequently add to or receive into your Account. If you have multiple currency balances in your Account and one of the currency balances becomes negative for any reason, you irrevocably authorise XFERS to set-off the negative balance by using funds you maintain in a different currency balance by converting the said funds at the prevailing currency exchange rate as stated on our website.

If your Account still remains negative despite the set-off, you shall, as soon as possible, transfer (a) money from your bank account, debit card or credit card into XFERS’ designated bank account, or (b) XFERS Tokens and/or Non-XFERS Tokens into XFERS’ designated wallet address to bring your Account to a zero or positive balance (whether through an issuance of XFERS e-money or crediting of XFERS Tokens and/or Non-XFERS Tokens to your Fazz Account / StraitsX Wallet or a transfer of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet). Additionally, you agree and irrevocably authorise XFERS to charge your debit card or credit card for the amounts owing, or to engage in other collection efforts to recover such funds from you.

8.7 Inactive Accounts and Expiry of funds in Fazz / StraitsX Account

8.7.1 Account Validity Period: Your Account shall be suspended if you do not use it for a period of (3) three years (“Validity Period”). We may at our sole discretion from time to time vary the Validity Period for any or all types of Account.

8.7.2 Reactivation of suspended Accounts: You may request to reactivate your suspended Account by filing a request with us. We may require you to re-verify your identity and provide further supporting documents before we decide to reactivate your Account.

8.7.3 Service Fee for suspended Accounts: If your Account has been suspended, you shall be entitled to a full refund of the funds in your Account within (4) four calendar years after the Validity Period, PROVIDED THAT if a refund of the funds in your Account is requested or effected more than (4) four calendar years after the Validity Period, we shall be entitled to levy a service charge of $5.00 SGD per month or such other amount as we may determine from time to time, such levy to be deducted from the funds in your Account commencing the month after the end of the aforesaid (4) four years until the funds in your Account is fully depleted or until the 72nd calendar month (6 calendar years), whichever is the earlier.

8.7.4 Expiry of funds in suspended Accounts: You shall not be entitled to a refund of the funds in your Account after the lapse of 72 calendar months or (6) six calendar years after the Validity Period whereupon you shall have no claim whatsoever against us.

8.8 Rewards

8.8.1 You may be eligible to earn rewards in the form of XFERS e-money, XFERS Tokens or Non-XFERS Tokens (“Rewards”), depending on the amount of your Account balance from time to time, to be decided by XFERS in its sole and absolute discretion.

8.8.2 XFERS reserves the right to vary the Rewards rate and the amount of Rewards which you are eligible to earn at any time, in XFERS sole and absolute discretion. The prevailing Rewards rate and corresponding Account balance tiers shall be displayed on our website.

8.8.3 You may redeem or withdraw any Rewards which you have earned on your Account balance by following the instructions on your Account dashboard. XFERS reserves the right to withhold the redemption or withdrawal of any Rewards for any reason and at any time, in its sole and absolute discretion.

9 YOUR INSTRUCTIONS AND AUTHORISATIONS

9.1 Giving instructions

You are solely responsible for accurately entering any Instruction, including (but not limited to) in respect of any issuance of XFERS e-money, issuance, purchase or crediting of XFERS Tokens and/or Non-XFERS Tokens, payment, transfer, exchange, redemption or withdrawal, describing or identifying the receiving User/Non-Fazz Account and all the necessary information of the receiving User/Non-Fazz Account in order to enable us to carry out any Instruction. We are not responsible for confirming such information, or for monitoring or refusing to process duplicate Instructions.

Prior to us carrying out any of your Instructions, you are required to, and agree to provide us with all information that we may require from you, including but not limited to any information required by us to comply with any regulatory reporting obligation, failing which we reserve the right to not carry out any of your Instructions.

If you, or a Platform User or Merchant Account User to whom your Account is linked, gives an Instruction that is incorrect, you agree that we may act upon such Instruction, including (but not limited to) charging your Fazz Account / StraitsX Account, bank account, debit card or credit card for the payment/transfer whether or not the error could have been detected by us. We are not obligated to detect errors in such Instruction(s).

Your Instructions shall be irrevocable and unconditional and shall be binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you shall not rescind or withdraw such Instruction without our consent.

Your Instructions shall not be considered to be received by us until they have actually reached our central system successfully.

Additionally, our records of all Instructions will be conclusive and binding on you for all purposes.

9.2 Linking your Fazz / StraitsX Account to a Platform User’s or Merchant Account User’s Website, App, Software or Service

9.2.1 Authorising Platform Users or Merchant Account Users: In order to be able to provide you with the use of their services or platforms, Platform Users or Merchant Account Users may require you to link your Fazz / StraitsX Account to their website, app, software or service. If you do so, you agree and authorise that we may permit these Users to (without any further action or confirmation on your part):

(i) Access your Account, your Account balance, payment data and transaction history;

(ii) Create charges and transactions in your Account;

(iii) Send payments, receive payments and redeem/withdraw XFERS e-money / XFERS Tokens / Non-XFERS Tokens / money from your Account into a bank account, or give us such other Instructions on your behalf (which shall be deemed to have come from you); and

(iv) Deduct from your Account (where there are sufficient funds) fees and charges arising from services provided or transactions conducted through the Platform User’s or Merchant Account User’s services.

9.2.2 Disclosure of your Information: If you link your Fazz / StraitsX Account to a Platform User’s or Merchant Account User’s website, app, software or service, you agree and authorise that we may provide them with your Information, including your personal information and information relating to your Fazz / StraitsX Account. These Platform Users and Merchant Account Users may have their own privacy policy, and you agree that we shall not be liable for how these Users use, share or disclose your Information.

9.3 Rejecting Instructions

You acknowledge and agree that we may refuse to act upon an Instruction for any reason whatsoever and may defer acting thereon or seek further information with respect to the Instruction as we think fit. Additionally, we are authorised (but not obliged) to act on any Instruction which we believe was given by you.

Without limiting the generality of this provision, we may refuse to act upon an Instruction in particular if:

(a) Your Account is suspected by us, or a third party service provider to be a counterfeit, or to have been fraudulently or illegally issued or revalued, or to have been illegally accessed, modified or used in any way;

(b) The Instruction is suspected to have been given in furtherance of any illegal, unlawful or criminal activity, including but not limited to any money laundering and terrorism financing activity, or any activity in breach of sanctions laws;

(d) The XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet is insufficient or has been exhausted;

(e) There is any breakdown in the Fazz / StraitsX system or a part of it which disables you from accepting or processing the Account as a means of effecting payment or a transaction; or

(f) XFERS and/or the Safeguarding Institution determine that the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet is incorrectly or erroneously stated or reflected in the Account or any records as having a higher or other value than its actual value due to any defect, damage, error or failure of, or programming in relation to, the Fazz / StraitsX system (including any data processing system or network system) or for any reason.

9.4 Your Identity or Authority

XFERS and the Safeguarding Institution shall not be under any obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. XFERS and the Safeguarding Institution shall not be liable for relying or acting on Instructions which are given or purported to be given by any person(s) whom we believe to be a (a) User (or a Platform User or Merchant Account User to whom a User’s Account is linked) as defined in Clause 1 above or (b) Non-Fazz Account Token Holder, regardless of the circumstances prevailing at the time of such Instructions, the nature of the arrangement, services or transaction made pursuant to such Instruction or the amount of money involved and notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity or authorisation in the terms of such Instruction.

9.5 Notification of Instructions/Completion Notifications

We may transmit a notification upon receipt of an Instruction via the Fazz Services. You are responsible to ensure the confirmation is in accordance with your Instruction. Completion notification that an Instruction and/or a transaction has been received and/or effected through the Fazz Services will be provided via electronic communications. Such completion notification shall be deemed to have been received by you immediately after transmission and you should check such completion notification. You should contact us if you do not receive any completion notification within the time usually required for a similar notification to be received.

9.6 Your Authorisation

You agree and authorise that (upon receiving your Instruction to issue XFERS e-money / purchase XFERS Tokens and/or Non-XFERS Tokens to be credited into your Fazz Account / StraitsX Wallet), XFERS may act upon such Instruction and to effect your selected payment method to pay for the amount of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens to be issued / credited (less any applicable fees).

You agree and authorise that (upon receiving your Instruction to send XFERS e-money / XFERS Tokens / Non-XFERS Tokens / money to another User or Non-Fazz Account holder), we may act upon such Instruction and to transfer XFERS e-money / XFERS Tokens / Non-XFERS Tokens / money from your Fazz Account / StraitsX Wallet, bank account, debit card or credit card to the receiving User’s Fazz / StraitsX Account or bank account or the receiving Non-Fazz Account (less any applicable fees).

You agree and authorise that (upon receiving your Instruction to receive XFERS e-money / XFERS Tokens / Non-XFERS Tokens / money from another User or Non-Fazz Account holder), we may act upon such Instruction and to receive the XFERS e-money / XFERS Tokens / Non-XFERS Tokens / money in your Fazz / StraitsX Account (less any applicable fees).

You agree and authorise that (upon receiving your Instruction to redeem, withdraw and/or sell some or all of your XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens in your Fazz Account / StraitsX Wallet), we may act upon such Instruction and to debit the corresponding amount (less any applicable fees) from your Fazz / StraitsX Account to pay you with the withdrawal method you specify (subject to any restrictions or limits in this Agreement – see in particular Clause 6).

9.7 Your Attached Bank Account

You may specify your bank account(s) which are to be linked to your Fazz / StraitsX Account (“Attached Bank Account(s)”). If you do so, you hereby represent that you are the lawful and authorised holder of the Attached Bank Account(s).

By specifying your Attached Bank Account(s), you hereby agree and authorise that we may effect, at any time, withdrawal of some or all of your funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Fazz / StraitsX Account (whether such funds are in the Fazz Account / StraitsX Wallet, Settlement Wallet, Temporary Holding Balance or otherwise) to your Attached Bank Account without your prior Instruction. In the case of XFERS Tokens and/or Non-XFERS Tokens, the withdrawal of the XFERS Tokens and/or Non-XFERS Tokens will be effected through a redemption / purchase of the XFERS Tokens and/or Non-XFERS Tokens from you, for a corresponding amount of fiat currency, followed by the withdrawal of such fiat currency to your Attached Bank Account.

10 INTEGRATION WITH YOUR WEBSITE, APP OR BUSINESS

10.1 Integration

We offer advanced features for Users with Merchant Accounts to start sending or accepting payments via Fazz Services by integrating certain software features into their existing website(s), app(s), software, or service(s).

Users are advised to study the developers’ documentation in the Fazz / StraitsX website and to conduct extensive testing on their websites before “going live” to accept payments or transfers from their customers using the integrated Fazz Services.

10.2 Platform Users

10.2.1 Platform Users: We enable Users to integrate Fazz Services in their platform or marketplace (referred to as “Platform Users”) to manage the payment experience of their end-users, who may be buying or selling products/goods/assets/property or services on such platforms or marketplaces. Platform Users are able to, amongst other things, create a new Fazz / StraitsX Account on behalf of their end-users, send payments, receive payments and withdraw funds from their end-user’s Account on the end-user’s behalf.

For the avoidance of doubt, as a Platform User, you do not own any of the transactions or other details related to any User’s Fazz / StraitsX Account. Your role is only as a facilitator.

10.2.2 Agreements with end-users: As a Platform User, you must have an agreement, whether written or otherwise, with your end-user on how you will be transacting with their Fazz / StraitsX Account.

You represent and warrant to Xfers that you will: (a) obtain authorisation from your end-users for all the Activity initiated on their behalf, and for the use of their data obtained through or used with the Fazz Services by you, your employees, and your agents; (b) not use the Fazz Services or knowingly permit the use of the Fazz Services in a manner that is fraudulent, unlawful, deceptive or abusive.

You must always take all reasonable steps to ensure that your end-users do not use Fazz Services in violation of these terms or for any Restricted Activity.

You are solely responsible for ensuring that each end-user using the Fazz Services expressly agrees to comply with this Terms of Service. You must ensure that these end-users agree to these terms in a manner that clearly evidences their acceptance and makes clear that XFERS is providing services to them subject to these Terms of Service. You must ensure that each end-user has an opportunity to review these Terms of Service prior to acceptance that the end-user’s acceptance is sufficient under applicable law (including by ensuring that the person agreeing on behalf of the end-user is of suitable legal age and is authorised to bind the end-user), and that such acceptance is confirmed, recorded, and can be audited.

10.2.3 Data protection: You agree to have a privacy policy in place to inform your end-users on how their personal information will be collected, used, disclosed and transferred. You will use all reasonable efforts to protect and secure the personal information of your end-users against unauthorised use or disclosure.

You will include a prominent link to your privacy policy and to our Privacy Policy (found here: https://fazz.com/sg/privacy-policy/fazz-biz/pp-sg/) in your agreement.

You will promptly inform us and your end-users where any of their personal information is accessed or disclosed in a manner or for a purpose not indicated in your privacy policy and without their consent.

10.2.4 Platform Users’ right to charge fees: As a Platform User, you may choose to charge your end-users additional fees on top of our fees. We will deduct those fees from transactions completed through your services and allocate them to your Fazz / StraitsX Account immediately.

You are solely responsible for accurately and clearly communicating in your agreement with your end-users such fees for their use of your services. You also agree to accurately and clearly communicate to us any such fees that you plan to charge to your end-users before they sign up to use your services.

10.3 Transactions with Linked Fazz / StraitsX Accounts

10.3.1 Authorised transactions and Instructions only: If you are a Platform User or Merchant Account User transacting with another User’s Account linked to your website, app, software or service, you shall ensure that you have been duly authorised or have a legal or contractual right to transact with, give Instructions, or otherwise make any deductions from these linked Users’ Accounts.

10.3.2 Responsibility for Transactions and Instructions: You are solely responsible for all transactions and Instructions you have given to us in relation to the Users’ Accounts linked to your website, app, software or service. This includes the provision of any products/goods/assets/property or services sold to such Users or your other end-users as part of your use of the Fazz Services, as well as any obligations you may owe to such Users or your other end-users. Consequently, you agree to fully indemnify us (in accordance with Clause 17.4) in relation to any such transactions or Instructions on your linked Users’ Accounts.

10.3.3 Responsibility for Chargebacks, Reversals, refunds etc.: Without limiting the generality of Clause 14.1, you are financially liable for all Chargebacks, Reversals, refunds, charges and fines for transactions or Instructions on your linked Users’ Accounts.

10.4 Non-Fazz Accounts opened by Platform Users and Merchant Account Users

Platform Users and Merchant Account Users may also open and operate Non-Fazz Accounts for their customers (“Platform/Merchant Customers”) to store XFERS Tokens and/or Non-XFERS Tokens. The use of any such Non-Fazz Accounts by the Platform/Merchant Customers shall be subject to the terms and conditions imposed by the Platform Users and Merchant Account Users.

If you are a Platform User or Merchant Account User who has opened/opens Non-Fazz Accounts for your Platform/Merchant Customers, you hereby undertake to us to comply with all Applicable Laws, including but not limited to all anti-money laundering and countering the financing of terrorism laws of all jurisdiction(s) that you operate in.

We may require Platform Users or Merchant Account Users to separately agree to additional terms and conditions relating to (among other matters) the purchase, sale, and use of XFERS Tokens and/or Non-XFERS Tokens in the Non-Fazz Accounts operated by the Platform Users or Merchant Account Users.

10.5 Fazz / StraitsX Co-Branding

If you are a Platform User or a Merchant Account User using advanced features like our integration APIs, we may require you to feature the Fazz / StraitsX logo and branding at your payment options or payment pages or both. The exact placements and layouts of the Fazz / StraitsX logo and branding shall be discussed with and agreed on by us, and may be subject to change from time to time.

10.6 Use of Fazz / StraitsX APIs

We may make available to you Fazz / StraitsX API guides and documentation, and you shall comply with such documentation in connection with the integration and use of the APIs.

You are prohibited from interfacing with Fazz / StraitsX APIs in a way which we have stated is not permitted in the documentation.

10.7 Grant of Software Licence

If you are using Fazz / StraitsX software such as an API, developer’s toolkit or other software application that you have downloaded to your computer, device, or other platform, then we grants you a revocable, non-exclusive, non-transferable license to use our software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all Fazz / StraitsX documentation accompanying the Fazz Services. If you do not comply with our implementation and use requirements you will be liable for all resulting damages suffered by you, Fazz / StraitsX and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to our software are owned by XFERS. Any third party software application you use on the Fazz / StraitsX website is subject to the license you agreed to with the third party that provides you with this software. Fazz / StraitsX does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Fazz / StraitsX website and/or in connection with the Fazz Services. If you are using the Fazz Services on the Fazz / StraitsX website, or other website or platform hosted by us, or a third party, and are not downloading our software or using third party software applications on the Fazz / StraitsX website, then this Clause does not apply to your use of the hosted Fazz Services.

10.8 No Support

We do not provide technical or customer support in relation to integrating Fazz Services into your website or your business. If we do provide any support, it is purely out of goodwill and we shall not be obligated to continue or follow-up in any matter. Additionally, we shall not be liable for any losses (direct or indirect, special or consequential) that you may suffer from any support that we have provided, even if it was provided negligently.

You should consult or engage a web developer or an IT team to integrate the Fazz Services into your business.

11 CLOSING YOUR FAZZ / STRAITSX ACCOUNT

11.1 How to Close Your Fazz / StraitsX Account

You may terminate this Agreement and close your Account at any time by following the instructions in your Account profile. Upon closure of your Account, we will cancel any pending transactions and you will forfeit any special discounts or promotional credits etc., unless we are otherwise legally prohibited from doing so. You must redeem and/or withdraw your Account balance prior to closing your Account. You agree that you will continue to be responsible for all obligations related to your Account even after it is closed.

11.2 Limitations on Closing Your Account

You may not evade an investigation by closing your Account. If you close your Account while we are conducting an investigation, we may hold the funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) in your Account to protect XFERS, its parent, subsidiaries and affiliates or a third party against the risk of Reversals, Chargebacks, Claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.

12 ERRORS & UNAUTHORISED TRANSACTIONS

12.1 Safeguarding your Account ID, password and API keys

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), API keys, API secret keys, or any other codes that you use to access Fazz Services or to send any Instruction to us. All such codes should be protected, and you should not (a) voluntarily disclose any code to any third party, except as instructed by us for any purpose including to initiate or execute any payment/transfer transaction through your Account, (b) disclose any code in a recognisable way on your Account or any other account; or (c) keep a record of any code in a way that allows any third party to easily misuse the code.

If you keep a record of any code, you should make reasonable efforts to secure the record, including (a) keeping the record in a secure electronic or physical location accessible or known only to you, and (b) keeping the record in a place where the record is unlikely to be found by a third party.

When using a device to access your Account, you should (a) update your device’s browser (e.g. Chrome, Safari, Internet Explorer, Firefox) to the latest version available, (b) patch the device’s operating systems (e.g. Windows operating system (OS), Macintosh OS, iOS, Android OS) with regular security updates provided by the operating system provider, (c) install and maintain the latest anti-virus software on the device, where applicable, and (d) use strong passwords, such as a mixture of letters, numbers and symbols.

Where any Non-Fazz Account is opened, maintained and/or operated by you, you are responsible for maintaining security and control of any private key, password or code that you use to access your Non-Fazz Account.

12.2 Transaction Notifications

You are also responsible for enabling transaction notification alerts on any device used to receive transaction notifications from us, opting to receive all transaction notifications for all outgoing transactions (of any amount) made from your Account, and to monitor the transaction notifications sent to your primary email address and/or telephone number. We may assume that you will monitor such transaction notifications without further reminders or repeat notifications.

12.3 Unauthorised Transactions

You are responsible for the control and use of your Account and any Instructions sent from your Account are deemed to be authorised and are binding on you. As stated in Clause 9.1, we are not in the position (nor are we obligated) to verify the identity or authority of any person(s) using your Account.

If you discover a transaction in your Account that you did not authorise, you should contact us immediately as soon as practicable after discovery of the unauthorised transaction by submitting a support ticket through this this link: https://support-sg.fazz.com/hc/en-us/requests/new, and provide us with all information that we may request from you (such information being any of the information set out in paragraph 3.9 of the MAS E-Payments User Protection Guidelines (effective 5 September 2020)). You may also wish to contact the other relevant party (e.g. the recipient of your XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens, or the bank which the money was withdrawn to) directly to resolve the issue.

Where you are not able to report the unauthorised transaction to us as soon as you receive any transaction notification alert for any unauthorised transaction, you should provide us with reasons for the delayed report should we so request.

You undertake to make a police report where we request for you to do so.

We are not liable in respect of any unauthorised transactions on Non-Fazz Accounts. Please contact your Non-Fazz Account issuer/operator (if applicable) in respect of any unauthorised transactions on your Non-Fazz Account.

12.4 Our Errors

We will rectify any Error that we discover.

(a) If an Error results in you receiving less than the correct amount which you are entitled to, XFERS will restore your Account balance with the difference.

(b) If an Error results in you receiving more than the correct amount which you are entitled to, we will remove the extra funds from your Account balance. If the deduction results in your Account balance becoming negative, you shall add funds into your Account (in accordance with Clause 8.6 above) as soon as possible to restore your Account to a zero or positive balance.

12.5 Your Errors

12.5.1 Sending payments and transfers: If you erroneously send a payment or a transfer to the wrong party, or send a payment or transfer for the wrong amount (based on a typographical error, for example), you may contact us at https://support-sg.fazz.com/hc/en-us/requests/new and we will make reasonable efforts to recover sums sent in error. You should also make efforts to contact the party to whom you have sent the payment/make the transfer and ask them to refund the payment/transfer amount. We do not guarantee that we will reimburse you or reverse a payment/transfer that you have made in error.

If you erroneously transfer XFERS Tokens and/or Non-XFERS Tokens to a Non-Fazz Account, you may contact us at https://support-sg.fazz.com/hc/en-us/requests/new and we will make reasonable efforts to recover sums sent in error. You should also make efforts to contact the Non-Fazz Account holder and/or service provider (if any) who has opened, maintained and/or operated the Non-Fazz Account which the XFERS Tokens and/or Non-XFERS Tokens have been erroneously sent to. We do not guarantee that we will reimburse you or reverse a transaction that you have made in error.

12.5.2 Issuance of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens: If your Fazz Account / StraitsX Wallet does not have a sufficient balance to send the requested payment and/or transfer, you will have to Instruct us to issue XFERS e-money / credit XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet via bank transfer or alternative funding sources. If you erroneously transferred money to the wrong bank account (i.e. a bank account that is not an XFERS’ designated bank account), your only recourse will be to contact your bank and ask them to cancel the transfer. If you have transferred money successfully into the XFERS designated bank account(s) but you entered the wrong initials / transaction reference code when initiating the bank transfer, you should contact Fazz / StraitsX customer support and send the necessary screenshots and documents to prove that the transfer originated from you. We are under no obligation to credit your Account with XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens unless we are satisfied that your funds were successfully transferred into XFERS’ designated bank account(s) AND with the correct initials / transaction reference code (as generated by the XFERS system).

12.5.3 Transfer of XFERS Tokens and/or Non-XFERS Tokens into your StraitsX Wallet: You may transfer XFERS Tokens and/or Non-XFERS Tokens from your Non-Fazz Account into your StraitsX Wallet. If you have erroneously transferred XFERS Tokens and/or Non-XFERS Tokens into a wallet address other than the StraitsX designated wallet address as specified in the payment instructions, you should contact StraitsX customer support and send the necessary screenshots and documents to prove that the transfer originated from you. We do not guarantee that we will credit your StraitsX Wallet with the XFERS Tokens and/or Non-XFERS Tokens that have been erroneously transferred to a wallet address other than the wallet address designated by StraitsX, unless StraitsX is satisfied that your XFERS Tokens and/or Non-XFERS Tokens were successfully transferred into a wallet address controlled by StraitsX.

If your XFERS Tokens and/or Non-XFERS Tokens were erroneously transferred from your Non-Fazz Account to another Non-Fazz Account, your only recourse is to contact the Non-Fazz Account holder and/or service provider (if any) who opened, maintained and/or operated the Non-Fazz Account which the XFERS Tokens and/or Non-XFERS Tokens have been erroneously sent to. We shall not be responsible or liable in respect of any such erroneous transfer.

12.5.4 Redemptions/Withdrawals: Following from a redemption / withdrawal of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens, if due to an error on your part, the funds are erroneously withdrawn to a wrong bank account, or the wrong amount is redeemed/withdrawn (based on a typographical error, for example), you may contact us at https://support-sg.fazz.com/hc/en-us/requests/new and we will make reasonable efforts to recover sums sent in error. You should also make efforts to contact the bank to whom you sent the payment and ask them to refund the payment/transfer. We do not guarantee that we will reimburse you or reverse a withdrawal that you have made in error.

If you have erroneously specified an incorrect bank account as your Attached Bank Account, and a withdrawal of the funds in your Fazz / StraitsX Account to such bank account was effected by us (whether pursuant to Clause 6.1, Clause 8.3, Clause 8.4, Clause 9.7 or otherwise), you may contact us at https://support-sg.fazz.com/hc/en-us/requests/new and we will make reasonable efforts to recover sums sent in error. We do not guarantee that we will reimburse you or reverse a withdrawal that has been effected by us to such incorrect bank account.

12.5.5 Transfers of XFERS Tokens and/or Non-XFERS Tokens from your StraitsX Wallet: If you erroneously withdrew the funds in your StraitsX Wallet in the form of XFERS Tokens and/or Non-XFERS Tokens to a Non-Fazz Account, you may contact us at https://support-sg.fazz.com/hc/en-us/requests/new and we will make reasonable efforts to recover sums sent in error. You should also make efforts to contact the service provider (if any) who has opened, maintained and/or operated the Non-Fazz Account which the XFERS Tokens and/or Non-XFERS Tokens have been erroneously sent to. We do not guarantee that we will reimburse you or reverse a transaction that you have made in error.

12A XFERS TOKENS

12A.1 XFERS Token Contract

You are responsible for ensuring that any XFERS Tokens that you receive and/or hold originate from the smart contract that has been developed and deployed by us in respect of the XFERS Tokens on the relevant blockchain system (each such smart contract, a “XFERS Token Contract“). You may access the list of XFERS Token Contracts on our website and/or the StraitsX website.

It is possible that a party unaffiliated with XFERS may create an alternative version of XFERS Tokens by developing and deploying a smart contract on a blockchain system, and passing off such tokens as “XFERS Tokens” (“Counterfeit XFERS Tokens“)

We do not support any Counterfeit XFERS Tokens, and the provisions at Clause 5.7 which apply to Other Digital Assets will likewise apply to such Counterfeit XFERS Tokens. For the avoidance of doubt, any Counterfeit XFERS Token would not be considered as XFERS e-money, and therefore the holder(s) of such Counterfeit XFERS Tokens shall not be entitled to redeem or exchange such Counterfeit XFERS Tokens for fiat money with XFERS.

12A.2 Records of XFERS Tokens

All balances and transactions in respect of all XFERS Tokens held in a Non-Fazz Account will be determined by us based on the records stored on the relevant blockchain system, and all such determination shall, save for any fraud or manifest error in such records, be conclusive and binding on you for all purposes. In the event that we determine there is any fraud or manifest error in such records, we shall have the sole and absolute discretion to determine what shall be the correct balances and transactions in respect of all XFERS Tokens (including, without limitation, all XFERS Tokens that we hold and control on behalf of Users), and all such determinations shall be conclusive and binding on you for all purposes.

Notwithstanding the above and without prejudice to Clauses 13 and 14 below, we reserve the right to blacklist any Non-Fazz Account and/or freeze any XFERS Tokens held in Non-Fazz Accounts where we, in our sole and absolute discretion, believe that such XFERS Tokens have been used for the purposes of and/or in connection with any Restricted Activity. Such XFERS Tokens which have been frozen or which are held in blacklisted Non-Fazz Accounts shall no longer be considered as XFERS Tokens, and therefore the holder(s) of such XFERS Tokens shall not be entitled to redeem or exchange such XFERS Tokens for fiat money. We may, in our sole and absolute discretion, issue new XFERS Tokens in replacement for such XFERS Tokens which have been frozen or which are held in blacklisted Non-Fazz Accounts.

12A.3 Forks

As a result of the decentralised and open source nature of the XFERS Tokens, anybody may develop a patch or upgrade of the source code of the blockchain system on which records of the XFERS Tokens are stored without prior authorisation from anyone else. Accordingly, these blockchain systems can experience sudden changes in operating rules that are outside our control when a significant, but not overwhelming, percentage of the users accepts such patches or upgrades, called “forks“. Consequently, this could result in the operation of two separate networks on which records of the XFERS Tokens are stored (i.e. multiple versions of the XFERS Tokens), and will remain separate until the blockchain systems are merged.

In the event of any such fork of an XFERS Token, we may, in our sole and absolute discretion, determine which fork of the XFERS Token it will support, if any. We are under no obligation to support any fork of an XFERS Token. Further, we are entitled to in our sole and absolute discretion (but not obligated to) adjust your XFERS Token balance held in your Fazz Account / StraitsX Wallet and/or adjust the records of the XFERS Tokens (by issuing and/or freezing XFERS Tokens) held by Non-Fazz Account Token Holders. Any such adjustments shall be determined by us in our sole and absolute discretion, depending on the circumstances. In doing so we will use reasonable endeavours to effect such adjustment on the basis of good faith and fairness, and where appropriate, by taking into account the records of XFERS Tokens stored (a) on the various blockchain systems, and (b) by us in our own ledger, if any.

Where we do not support any fork of an XFERS Token, XFERS Tokens which are recorded on the forked network would not be considered as XFERS Tokens, and therefore the holder(s) of such XFERS Tokens shall not be entitled to redeem or exchange such XFERS Tokens for fiat money with XFERS. This also means that we assume no responsibility for any value that might be lost as a result of any unsupported forks of any XFERS Token.

In the event of a fork of an XFERS Token, we may suspend some or all activities relating to the XFERS Token (including, without limitation, issuance, redemption, purchase, sending and/or receiving of XFERS Tokens) for an extended period of time (“Downtime“) During this period of Downtime, you will not be able to Instruct us to issue XFERS Tokens, nor redeem, purchase, withdraw, send or receive XFERS Tokens.

You agree that we are not responsible or liable to you for any losses or damages, including lost profits, which may occur as a result of a fork, Downtime, or our determination to support or to not support any particular fork.

12A.4 Updates, Upgrades and Migration of XFERS Tokens

We may from time to time undertake an update or upgrade to the XFERS Tokens, or migrate the XFERS Tokens to a new blockchain system. If you decide not to participate in such an update, upgrade or migration, you may no longer be able to use your XFERS Tokens, although you may still redeem and withdraw the non-updated/upgraded/migrated XFERS Tokens with XFERS in accordance with Clause 6.1 above, subject to any additional terms that we may impose on such redemption and/or withdrawal of non-updated/upgraded/migrated XFERS Tokens in our sole and absolute discretion. You agree that we are not responsible or liable to you for any losses or damages, including lost profits, caused directly or indirectly by your failure to participate in any update, upgrade or migration of XFERS Tokens.

13 ACCEPTABLE USE POLICY – RESTRICTIONS ON USE OF FAZZ SERVICES

In connection with your use of our website, your Account, the Fazz Services, or in the course of your interactions with us, other Users, or third parties, you will not:

(a) Breach this Agreement or any other Policy that you have agreed to with XFERS;

(b) Violate or attempt to violate any law, statute, ordinance, or regulation, including but not limited to laws relating to money laundering and terrorism financing, and regulations relating to sanctions;

(c) Infringe our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

(d) Sell counterfeit goods;

(e) Sell any goods or provide any services that is (in our absolute opinion) undesirable, questionable or immoral;

(f) Use Fazz Services in relation to pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or such multi-level marketing programmes;

(g) Use Fazz Services in relation to betting, gambling, gaming or participating in a lottery (each of which are as defined in the Gambling Control Act 2022, including, but not limited to casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets, other ventures that facilitate gambling, any games involving an element of chance for money or money’s worth, and sweepstakes;

(h) Act in a manner that is defamatory, trade libellous, threatening or harassing;

(i) Provide false, inaccurate or misleading Information;

(j) Engage in potentially fraudulent or suspicious activity and/or transactions;

(k) Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

(l) Receive or attempt to receive funds from both XFERS and the other User (or bank, where applicable) for the same transaction during the course of a dispute;

(m) Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;

(n) Conduct your business or use the Fazz Services in a manner that results in or may result in complaints, disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to XFERS, other Users, third parties or you;

(o) Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Fazz Services;

(p) Use your Account or the Fazz Services in a manner that XFERS, banks, Visa, MasterCard, American Express, Discover, JCB, Union Pay or any other electronic funds transfer network reasonably believes to be an abuse of the funds transfer system or card system or a violation of card association or network rules;

(q) Use a credit card with your Account to provide yourself a cash advance (or help others to do so);

(r) Use Fazz Services to make transactions for the primary purpose of earning rewards, perks, miles, points etc. with your credit card, debit card, or bank account (or help others to do so);

(s) Allow your Account to have a negative balance;

(t) Access the Fazz Services from a country that is not listed on Fazz / StraitsX Worldwide page;

(u) Disclose or distribute another User’s Information to a third party or use the Information for marketing purposes, unless you receive the User’s express consent to do so;

(v) Send unsolicited email to a User or use the Fazz Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;

(w) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(x) Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;

(y) Use an anonymising proxy;

(z) Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;

(aa) Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the Fazz Services; or

(bb) Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.

14 YOUR LIABILITY – ACTIONS WE MAY TAKE

14.1 Your Liability

You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by us, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Fazz Services. You agree to reimburse us, a User, or a third party for any and all such liability.

You are also liable for using the services of our third party service providers in a manner prohibited by them in their agreement with you, or providing inaccurate or incomplete information while using their service.

14.2 Reimbursement for Your Liability

If you are liable for any amounts owed to us, we may immediately remove such amounts from your XFERS Credit and your Account balance. If your current Account balance is insufficient to meet your liability, we will remove any funds remaining in your Account and instate your Account with a negative balance up to the remaining amount of your liability, and you shall add funds into your Account (whether through an issuance of XFERS e-money / crediting of XFERS Tokens and/or Non-XFERS Tokens to your Fazz Account / StraitsX Wallet or a transfer of XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens into your Fazz Account / StraitsX Wallet, in accordance with Clause 8.6 above) as soon as possible to restore your Account to a zero or positive balance, or to pay us through an alternative method agreed to by us.

14.3 Actions by Fazz – Restricted Activities

If we, in our sole and absolute discretion, believe that you may have engaged in any Restricted Activities, we may take various actions to protect XFERS, its parent, subsidiaries and affiliates, other Users, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions that may be taken include but are not limited to the following:

(a) We may close, suspend, freeze, or limit your access to your Account or the Fazz Services;

(b) We may freeze your ability to transfer, use, redeem, purchase and/or withdraw XFERS Tokens and/or Non-XFERS Tokens, whether in respect of your Account or Non-Fazz Accounts;

(d) We may refuse to provide the Fazz Services to you now and in the future; and

(e) We may hold your funds for a period of time reasonably needed to protect against the risk of liability to XFERS or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.

14.4 Actions by Fazz – Holds

Risk-based holds: We may, in our sole and absolute discretion, place a hold on any or all of the payments/transfers you receive/send when we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions. Our determination may be based on different factors and we may rely on information it receives from third parties. If we place a hold on a payment/transfer, the funds will appear in your “withheld balance” and the payment/transfer status will indicate the hold, for example it can show as “Completed – Funds not yet available.” We will release the hold on any payment/transfer after 30 calendar days from the date the payment/transfer was received into your Account unless we have a reason to continue to hold the payment such as (a) the receipt of a dispute, Claim, Chargeback, or Reversal, (b) we believe that you have violated the terms of this Agreement or any other Policy and that such a violation results in the need to continue holding the funds, or (c) we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions. In such an event, we may continue holding the payment/transfer in your Account until the matter is resolved pursuant to this Agreement. We may, in our sole and absolute discretion, release the hold earlier under certain circumstances, for example when you upload tracking information of the item you shipped or when the paying User confirms that you have delivered the goods or services promised.

Disputed transaction holds: If a User files a dispute, Claim, Chargeback or Reversal on a payment you received, we may place a temporary hold on the funds in your Account to cover the amount of the liability. If you win the dispute, we will lift the temporary hold. If you lose the dispute, we will remove the funds from your Account.

14.5 Actions by Fazz – Reserves

We may, in our sole and absolute discretion, place a Reserve on funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) held in your Account where we believe there may be a high level of risk associated with your Account. If we place a Reserve in your Account, transactions will be shown as “pending” or “withheld” in your Account balance, and you will not have access to funds in a “pending” or “withheld” status until they are cleared. The terms of the Reserve may require that a certain percentage of the amounts received into your Account are held for a certain period of time, or that a certain amount of money is held in Reserve, or anything else that we determine is necessary to protect against the risk associated with your Account. We may change the terms of the Reserve at any time by providing you with notice of the new terms.

14.6 Actions by Fazz – Blacklisting of Account and/or Non-Fazz Account

We may, in our sole and absolute discretion, blacklist your Account or Non-Fazz Account, when we believe there may be a high level of risk associated with you, your Account and/or Non-Fazz Account, or any or all of your transactions. Our determination may be based on different factors and we may rely on information it receives from third parties. If we blacklists your Account or Non-Fazz Account, you will not be able to:

(a) receive transfers or payments (whether in XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens or otherwise) into your blacklisted Account/Non-Fazz Account, or

(b) transfer or make payments using your funds or XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens from your blacklisted Account/Non-Fazz Account to another Account/Non-Fazz Account.

Even if your Account has not been blacklisted, you will not be able to:

(a) receive transfers or payments (whether in XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens or otherwise) from a blacklisted Account/Non-Fazz Account, or

(b) transfer or make payments using your funds or XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens from your Account to a blacklisted Account/Non-Fazz Account.

14.7 Actions by Fazz – Account Closure, Termination of Service, Limited Account Access; Confidential Criteria

We reserve the right to terminate this Agreement and/or access to the Fazz Services for any reason and at any time upon notice and payment to you of any unrestricted funds held in your balance. If we limit access to your Account, you may have the opportunity to request restoration of access if, in our sole and absolute discretion, we deem it appropriate. Further, you acknowledge that our decision to take certain actions, including limiting access to your Account, placing holds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of Users’ Accounts and the XFERS system. You agree that we are under no obligation to disclose the details of its risk management or its security procedures to you.

14.8 Acceptable Use Policy Violations

If you violate the Acceptable Use Policy, then in addition to the above actions, you will be liable to XFERS for XFERS’ damages for each violation of the Acceptable Use Policy. You agree that $500.00 SGD (or equivalent) per transaction in violation of the Acceptable Use Policy is presently a reasonable minimum estimate of XFERS’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to XFERS that reasonably could be anticipated because due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. XFERS may deduct such damages directly from any existing balance in the offending Account, or any other Account you control.

15 DISPUTES

15.1 Disputes with other Users/Non-Fazz Account Token Holders regarding underlying transaction

If you have any disputes with other User(s) and/or Non-Fazz Account Token Holder(s) regarding the underlying transaction, you should take it up with the other User(s) and/or Non-Fazz Account Token Holder(s) (as the case may be) directly. We shall not be involved in any dispute that may arise between or amongst Users and/or Non-Fazz Account Token Holder(s) unless all of the following criteria are met:

(a) Such dispute relates specifically to the use of the Fazz Services;

(b) Such dispute does not relate in any way to, or involve a Non-Fazz Account;

(d) Such dispute is notified to XFERS within 30 calendar days of the date of occurrence of the dispute;

(e) Such dispute or claim arises from a transaction through the Users’ email addresses or mobile telephone numbers registered with XFERS for the use of the Fazz Services; and

(f) You have furnished XFERS with all materials and information relating to the said dispute which we may reasonably request for the purpose of our investigations.

15.2 Receiving User’s/Non-Fazz Account Token Holder’s responsibility

If you are a User and/or Non-Fazz Account Token Holder receiving funds (including XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens) via the Fazz Services or a Platform User, it shall be your sole responsibility to comply with all Applicable Laws and obligations relating to your provision of goods or services to your customers or end-users. You shall also deal with all customer service issues, notifications, handling of refunds, and complaints made by the sending User and/or Non-Fazz Account Token Holder (or other third parties) in respect of the products/goods/assets/property (whether tangible or intangible) or services supplied by you or your end-users under the Fazz Services.

15.3 Release of XFERS

If you have a dispute with one or more Users and/or Non-Fazz Account Token Holders, you release XFERS, its parent, subsidiaries and affiliates (and any of the aforementioned entities’ officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and losses and damages (direct or indirect) (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

15.4 Disputes with XFERS regarding Fazz Services

15.4.1 Contact XFERS first: If a dispute arises between you and XFERS, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and XFERS regarding the Fazz Services may be reported to our customer support department via the XFERS website (https://support-sg.fazz.com/hc/en-us/requests/new).

15.4.2 Arbitration: For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 SGD (or other currencies equivalents), the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through the Singapore International Arbitration Centre or any other established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15.4.3 Law and forum for disputes: Except as otherwise agreed by the parties or as described in Clause 15.4.2 above, you agree that any claim or dispute you may have against XFERS must be resolved by a court located in Singapore or where the defendant is located. You agree to submit to the personal jurisdiction of the courts located within Singapore for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of Singapore as such laws are applied to agreements entered into and to be performed entirely within Singapore, without regard to conflict of law provisions.

15.4.4 Improperly filed litigation: All claims you bring against XFERS must be resolved in accordance with Clause 15.4 of this Agreement. All claims filed or brought contrary to Clause 15.4 shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to Clause 15.4, XFERS may recover all attorneys’ fees and costs (including in-house attorneys and paralegals), provided that XFERS has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

16 NOTICES

16.1 Notices to You

You agree that XFERS may provide you communications about your Fazz / StraitsX Account and the Fazz Services electronically. XFERS reserves the right to close your Fazz / StraitsX Account if you withdraw your consent to receive electronic communications. Any electronic communications will be considered to be received by you: (1) within 24 hours of the time we post it to our website; or (2) immediately upon our sending of an email to you. Any notice sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.

16.2 Notices to You from our Third Party Service Providers

You authorise us to receive notices and forms on your behalf from third party service providers. XFERS reserves the right to close your Account or restrict the Services provided to you if you withdraw your consent to enable us to receive such notices or forms.

16.3 Notices to XFERS

Unless otherwise stated in this Agreement, notice to XFERS must be sent by postal mail to the registered address of XFERS PTE. LTD., Attention: Legal Department.

17 MISC. TERMS

17.1 Limitation of Liability

Notwithstanding anything to the contrary contained here, and subject to Applicable Laws, the Safeguarding Institution, XFERS and their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or service providers shall not be liable, whether or not arising out of negligence of each of the Safeguarding Institution, XFERS and their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers, for any losses, loss of profits, consequential or special losses, damages, expenses, claims, liability and costs (including cost on a solicitor and client basis) that you may incur or suffer in connection with:

(a) The creation, use, suspension or closure of an Account; or

(b) The creation, use, suspension or closure of a Non-Fazz Account; or

(c) Any delay in creation and verification of Account or suspension and discontinuance of creation and verification of Account or approval of a Non-Fazz Account; or

(d) Any period where any equipment, software or system is unavailable for processing the use of Account for payment; or

(e) Any delay or detention arising from use of Account (including locked or suspended Account); or

(f) Any delay in sending or receiving XFERS Tokens and/or Non-XFERS Tokens arising from any attacks on or issues that might arise with the Ethereum, Zilliqa or Polygon blockchain ledgers on which XFERS Tokens and/or Non-XFERS Tokens are stored. XFERS is neither able nor obliged to prevent or mitigate attacks or resolve any other issues that might arise with the Ethereum, Zilliqa or Polygon blockchains. Any such attacks or delays on the blockchains might materially delay or prevent you from sending or receiving XFERS Tokens and/or Non-XFERS Tokens, and XFERS shall not be liable for any losses that result from such issues; or

(g) Any period where XFERS may be forced to suspend all activities relating to XFERS Tokens and/or Non-XFERS Tokens (including issuance, purchase, crediting, transfers, redemptions and/or withdrawals of XFERS Tokens and/or Non-XFERS Tokens) arising from certain circumstances, including a fork of the Ethereum, Zilliqa or Polygon blockchain or the identification of a security issue with the Ethereum, Zilliqa or Polygon blockchain; or

(h) Any delay or failure in sending XFERS Tokens and/or Non-XFERS Tokens to a Non-Fazz Account arising from the Non-Fazz Account’s inability to support such Tokens, whether because it is incompatible with the Ethereum, Zilliqa or Polygon blockchains or otherwise. For the avoidance of doubt, XFERS reserves the right to migrate the XFERS Tokens to another blockchain in the future should XFERS determine that doing so is necessary or desirable. XFERS shall not, upon giving 14 days’ notice to you of the migration, be liable for any losses that may arise if you attempt to send XFERS Tokens to a Non-Fazz Account which is incompatible with the blockchain to which the XFERS Tokens have migrated; or

(i) Any delay or failure in the redemption, purchase or withdrawal of XFERS Tokens and/or Non-XFERS Tokens, or the loss of value of XFERS Tokens and/or Non-XFERS Tokens or the XFERS Reserves backing the redemption / purchase of such XFERS Tokens, resulting from (i) the failure or insolvency of any bank, depository, custodian, borrower, or payment processor holding or processing the XFERS Reserves, (ii) the theft of XFERS Reserves, or (iii) freezes, seizures or other legal processes asserted by a government or a court of law.

In all other cases, the total liability of the Safeguarding Institution, XFERS and their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or service providers shall be limited to the actual amount of direct damages and shall not exceed $500.00 SGD or the XFERS e-money, XFERS Tokens and/or Non-XFERS Tokens balance in your Account as of the date your claim arises, whichever is lower. For the avoidance of doubt, the refund of Relevant Money under a Refund Step-in Event in Clause 7 is not subject to this $500.00 SGD cap.

17.2 Services Limitation

XFERS is not a bank and the Fazz Services are payment processing services rather than banking services. XFERS is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian. XFERS does not have control of, nor liability for, the products or services that are paid for with the Fazz Services. We do not guarantee the identity of any User and/or Non-Fazz Account Token Holder or ensure that a buyer or a seller will complete a transaction.

17.3 No Warranty

THE Fazz Services ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. XFERS, OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. XFERS does not have any control over the products or services that are paid for with the Fazz Services and XFERS cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorised to do so. XFERS does not guarantee continuous, uninterrupted or secure access to any part of the Fazz Services, and operation of our site may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of our control. XFERS will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner but XFERS makes no representations or warranties regarding the amount of time needed to complete processing because the Fazz Services are dependent upon many factors outside of our control, such as delays in the banking system or mail service. XFERS also has limited or no control over the XFERS Tokens and/or Non-XFERS Tokens stored on Non-Fazz Accounts, and XFERS cannot ensure nor enforce your rights in respect of such XFERS Tokens and/or Non-XFERS Tokens held on a Non-Fazz Account. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from country to country.

17.4 Indemnification

You shall indemnify and hold harmless XFERS and the Safeguarding Institution in respect of any and all damages, losses (including consequential losses and special damages), costs (including costs on a full indemnity basis), expenses, claims, proceedings or actions suffered or incurred by XFERS, Safeguarding Institution or any third party by reason of any breach or non-compliance by you of this Agreement or by XFERS or the Safeguarding Institution in enforcing any of the terms of this Agreement or preventing any breach thereof.

17.5 Force Majeure Event

Neither Safeguarding Institution nor XFERS nor any of their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers shall be liable for non-performance, error, interruption or delay in the performance of their obligations under this Agreement, in the XFERS system’s operations, if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control which includes without limitation: –

(a) Flood, lightning, acts of God, fire, earthquakes, epidemics, pandemics and other natural disasters;

(b) Judgements, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact;

(d) Acts or defaults of any telecommunications network operator;

(e) Circumstances where communications lines and/or computer systems of XFERS, Safeguarding Institution or any of their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers cannot be used for reason attributable to third party telecommunications carriers; and

(f) Acts or omissions of any service provider or any party for whom Safeguarding Institution, XFERS and/or any of their respective parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers are/is not responsible.

17.6 Intellectual Property

“XFERS” and all other URLs, logos and trademarks related to the Fazz Services are either trademarks or registered trademarks of XFERS or its licensors. You may not copy, imitate or use them without XFERS’ prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of XFERS. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by XFERS through our merchant services or affiliate programs without prior written consent for the purpose of directing web traffic to the Fazz Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to XFERS or the Fazz Services or display them in any manner that implies XFERS’ sponsorship or endorsement. All right, title and interest in and to the XFERS website, any content thereon, the Fazz Services, the technology related to the Fazz Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of XFERS and its licensors.

17.7 Personal Data Protection

You acknowledge that you have read and accepted our Privacy Policy, and you give your consent for our collection, use and disclosure of your personal data in a manner described in our Privacy Policy. You may withdraw your consent to any collection, use or disclosure of your personal data by contacting DataProtection@fazz.com. However, please note that we may have to limit your Account or decline to offer you certain Services if you withdraw your consent.

17.8 Confidentiality

If you receive Information about another User through the Fazz Services, you must keep the Information confidential and only use it in connection with the Fazz Services. You may not disclose or distribute a User’s Information to a third party or use the Information for marketing purposes, unless you receive that User’s express consent to do so.

17.9 Taxes

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. XFERS is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services from a foreign entity. In addition, you may be subject to GST, sales tax, income tax, or other tax liabilities as a seller of goods or services. It is your responsibility to check with your local tax advisor to determine which taxes apply to you, and it is your responsibility to pay such taxes to the appropriate tax authority. All fees related to the Fazz Services are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country are your sole responsibility.

17.10 Complete Agreement and Survival

This Agreement, along with any applicable Policies on the Legal Agreements page on the XFERS website, sets forth the entire understanding between you and XFERS with respect to the Fazz Services, save that the placement, transfer, purchase, crediting, exchange, redemption and/or withdrawal of XFERS Tokens and/or Non-XFERS Tokens may also be subject to further terms imposed by the person or entity that opens, maintains and/or operates the Non-Fazz Account which holds your XFERS Tokens and/or Non-XFERS Tokens. Clauses 1(Interpretation & Definitions), 11(Closing Your Fazz / StraitsX Account), 14(Your Liability – Actions We May Take), 15(Disputes), 16 (Notices) and 17 (Misc. Terms), as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision (or parts thereof) of this Agreement is held to be invalid or unenforceable, such parts of the provision shall be struck out to the extent of the invalidity/unenforceability and the remaining provisions shall be enforced.

17.11 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without XFERS’s prior written consent. XFERS reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

17.12 Contract (Rights of Third Parties) Act 2001

The Safeguarding Institution is entitled to the benefit of, and to enforce, all terms of this Agreement conferring rights, exemptions or benefits on them. However, the Safeguarding Institution’s consent is not required for any variation or rescission of this Agreement.

All other persons who are not a party to this Agreement have no right under the Contract (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.

17.13 Translated Agreement

Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall apply.

17.14 No Waiver

No delay or failure on the part of XFERS or the Safeguarding Institution in exercising any power, right or remedy under this Agreement shall operate as a waiver of such power, right or remedy.

17.15 Assumption of Rights

If XFERS pays out a Claim, Reversal or Chargeback that you file against a recipient of your payment, you agree that XFERS assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in XFERS’s absolute discretion.

Published Date: 23 November 2022
Effective Date: 23 November 2022

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