Terms of Business

This is the Terms of Business for Digital Treasures Center Pte. Ltd. (a company incorporated in Singapore, and operating at 139 Cecil Street, #08-01 Singapore 069539) any fund or trust managed by us or any of our related corporations or affiliates (“Related Parties”)(Digital Treasures Center Pte. Ltd. and its Related Parties shall be collectively, “dtcpay”). In this Terms of Business, “we”, “us” or “our” refers to “dtcpay”. Where this Terms of Business is in common use by separate organisations within “dtcpay”, each organisation is responsible to you only to the extent of their own collection and use of your personal data, and their own actions.

DTCPAY TERMS OF BUSINESS

1. OUR SERVICES

1.1 These Terms set out how we, dtcpay, will provide Services to you, the Customer. They apply to all Services we provide to you, unless otherwise agreed, and will usually be supplemented by one or more Engagement Letters setting out terms specific to our engagement, such as the scope and our fees. Our Customer is only ever the party or parties named in the Engagement Letter, unless otherwise agreed in writing.

1.2 In procuring any Service from dtcpay, you acknowledge that you have read, comprehended and agree to these Terms, including any further amendments hereto notified to you by dtcpay. You are strongly advised to read through the entirety of the following Terms. You are deemed to have accepted and agreed to these Terms if you register for a User Account and/or utilise any of our Services. If you do not agree with any of these Terms, please do not access the dtcpay Platform or use or attempt to use any of our Services.

1.3 We may amend these Terms, and/or each or any of our other rules, policies and procedures at any time by posting a revised version on the dtcpay website (at https://dtcpay.com/terms-of-business/) and/or notifying you by email. The revised version will be effective at the time we post it or as specified. By continuing to use the Services (or any part thereof), you agree to and/or are deemed to have agreed to the revised Terms in relation to the Services. As such, you should visit the dtcpay website periodically. It is your responsibility to check for the latest version of the Terms.

1.4 We may also from time to time publish additional guidelines, rules, and conditions applicable to your use of any of our Services. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.

1.5 Please refer to and note the important regulatory disclosures set out in Clause 8 below.

2. DEFINITIONS

2.1 In these Terms, unless the context otherwise requires, each of the following words and expressions shall have the meanings as set out below:

Authorised Person means any natural person who is designated in writing by the Customer from time to time to give Instructions under these Terms;

Business Day means a day on which banks in Singapore are generally open for business;

Card means any validly issued and unexpired credit, debit or prepaid card issued by a bank or financial institution which can be used to purchase goods and/or services;

Cardholder means a holder of a Card who purchases goods and/or services from the Customer;

Chargeback Ratio means the fraction where the present month’s chargeback amount is the numerator and the previous month’s revenue is the denominator;

Confidential Information has the meaning given to it in Clause 7.21;

Customer means the person stated as such in the Engagement Letter;

Defaulting Party and Non-Defaulting Party have the meaning given to them in Clause 7.7;

Digital Asset means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “Digital Assets” or “virtual currency”;

Digital Asset Network means the network used by Digital Assets to transfer from one address on the network to another address on the network;

Disclosures means providing information and documents related to you and dtcpay together with its group companies and/or the Payment Provider such that the Payment Provider may disclose such information or document(s) to their parent company, subsidiaries, branches, affiliates, service providers or any regulatory or government organization or quasi-governmental authority or to any other inquiries as they may require to from time to time for the provision of their services, subject to the relevant laws and regulations.

Documentation means the operation instructions, user manuals, help files and other technical information and material, in printed, written or electronic form in any media and format, delivered to the Customer that are intended for use in connection with the Services;

dtcpay Card has the meaning given to it in Clause 6.1;

dtcpay Platform means dtcpay’s platform accessible at https://wallet.dtcpayment.com;

dtcpay Wallet has the meaning given to it in Clause 6.1;

End User means a customer of the Customer;

End User Information has the meaning in Clause 7.1(b);

Engagement Letter means the letter accompanying these Terms, as provided by dtcpay to the Customer and as amended or supplemented from time to time, which sets out the Customer’s agreement to these Terms and to any additionally specified provisions.

External Wallet refers to any relevant and compatible Digital Asset wallet or address giving you independent control of the private cryptographic keys associated with the Digital Assets;

Indemnified Party has the meaning given to it in Clause 7.18;

Intellectual Property Rights means all present and future copyrights, trademarks, service marks, business names, internet domain names, design rights, database rights, semiconductor topography rights, other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures, including the “look and feel” of any websites, undisclosed or confidential information (including know-how, trade secrets and inventions, whether patentable or not), and any other intellectual property and proprietary rights of whatever nature, whether registered or not, recognised in any jurisdiction;

Instruction(s) means any instruction, request or order given to dtcpay by you in relation to the operation of your dtcpay User Account or to execute any Transaction, through such medium and in such form and manner as dtcpay may require;

Insolvency Event means in respect of persons which are corporations, companies, partnerships or any other legal entities, any of the following events:

(a) a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person with the view to winding up the person or placing the person under judicial management;
(b) the person is or is deemed by any applicable law or competent court to be insolvent or unable to pay its debts as they fall due;
(c) the person resolving to wind itself up or otherwise dissolve itself;
(d) the appointment of a liquidator or provisional liquidator, or a curator (including a temporary curator) in respect of the person;
(e) a judicial manager being appointed in respect of the person or any of its assets;
(f) the person entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;
(g) the appointment of a receiver or receiver and manager over the person or any of its assets;
(h) a distress, attachment or execution or other legal process is levied, enforced or sued on or against any material part of the properties or assets of the person, and is not discharged or stayed within 30 days; and/or
(i) anything analogous or having a substantially similar effect to any of the events specified above happening under the Laws of any applicable jurisdiction;

KYC means “know-your-customer”;

Negative Balance has the meaning given to it in Clause 6.1;

Offeror and Offeree have the meaning given to them in Clause 5.4;

PDPA means the Singapore Personal Data Protection Act 2012;

Party means dtcpay or the Customer;

Point-of-Compromise means the (physical or virtual) location of the payment network, such as an ATM or a point-of-sales terminal, that processed or collected payment information and that was compromised by fraudsters;

Prohibited Countries means any High-Risk Jurisdictions subject to a Call for Action under the Financial Action Task Force (FATF), financial institutions, non-financial institutions and individuals targeted by MAS under the list of Targeted Financial Sanctions  and/or any other country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under any applicable laws and regulations, as amended from time to time;

Related Party means, in relation to a person, any entity that is directly or indirectly controlled by, in control of or under common control with, that person;

Relevant Digital Assets has the meaning given to it in Clause 5.4(a);

Restrictions has the meaning given to it in Clause 3.1(c)(i);

Sale Digital Assets has the meaning given to it in Clause 5.4(c);

Sale Order has the meaning given to it in Clause 5.4;

Service Provider means any third-party supplier of payment services to dtcpay which are resold and provided by dtcpay to the Customer pursuant to these Terms;

Services means the services to be provided by dtcpay to the Customer in accordance with these Terms, as defined in the Engagement Letter;

Settlement Date has the meaning given to it in Clause 5.7;

SIAC means the Singapore International Arbitration Centre;

SIAC Rules means the Arbitration Rules of the SIAC;

Stored SGD Value means stored monetary value denominated in Singapore dollars and held by dtcpay for the account of the Customer which the Customer can use to make permitted payment transactions via the dtcpay Wallet;

Stored Value Facility means a wallet that can be topped up by the user with stored monetary value which the user can use to make payment transactions to merchants;

Terms means these terms of business, together with all recitals and schedules (if any);

Total Sale Price means the price for the purchase of the Sale Digital Assets pursuant to an accepted Sale Order under Clause 5;

Transaction means selling, purchasing, or entering into any type of transaction involving Sale Digital Assets, other asset or product as dtcpay may from time to time permit to be carried out on its platform, opening and operating accounts on behalf of you with our vendors/partners/service providers/customers, and its subsidiaries and associated companies which hold a valid payment licence (each a Payment Provider), making related Disclosures, depositing or withdrawing any digital asset or fiat currency into or out of your User Account, or instructing payments and FX conversions and agreeing to the overall commercial terms with the Payment Provider, including but not limited to the fees;

Usable Balance means the total monetary value available to you in your payment account for transactions using the dtcpay Card, being the total value of all dtcpay Wallet(s) less any applicable tolerance limits and fees, which apply to your Transactions;

User Account means the account opened for the Customer with dtcpay following dtcpay’s confirmation of successful onboarding of the Customer;

In these Terms, a reference to:

(a) a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified, re-enacted or consolidated, whether before or after the date of these Terms, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into prior to completion, and shall include any past statutory provision or regulation (as from time to time modified, re-enacted or consolidated) which such provision or regulation has been directly or indirectly replaced;
(b) “these Terms” includes all amendments, additions, and variations thereto agreed in writing between the Parties;
(c) “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any government authority (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
(d) “day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar;
(e) “Recitals”, “Clauses”, and “Schedules” mean the recitals and the clauses of, and the schedules (if any) to, these Terms (unless the context otherwise requires);
(f) “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation”; and
(g) “hereof”, “herein”, “hereon”, and “hereunder”, and words of similar import, shall refer to these Terms as a whole and not to any particular provision of these Terms.

2.2 The recitals and schedules (if any) form part of these Terms and have the same force and effect as if expressly set out in the body of these Terms.

2.3 The headings in these Terms are inserted for convenience only and shall not affect the construction of these Terms.

2.4 Any thing or obligation to be done under these Terms which is required or falls to be done on a stipulated day shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.

3. USER ACCOUNT

Registration of User Account

3.1 To use any or all of our Services, you must register a User Account by submitting a registration application to us. By submitting a registration application to us, you hereby agree to these Terms. You acknowledge and agree that you may enter into Transactions directly with us, or directly with other users, which may or may not be facilitated by us. For the purpose of registering a User Account, you hereby agree and undertake that:

(a) you will provide dtcpay with your legal, truthful, accurate and complete personal information;
(b) if at any time there is any change in the personal information you have provided to us, you shall immediately notify dtcpay of such changes; and
(c) if any personal information you provide is illegal, untrue, inaccurate or incomplete in any aspect:

(i) dtcpay will have the right to impose restrictions, including the suspension or termination of your User Account, your licence to use the Services with immediate effect without prior notice to you (“Restrictions”); and
(ii) you shall bear all the corresponding liabilities and consequences, and you shall indemnify and hold harmless dtcpay, its officers, directors, employees and Related Parties (including their respective successors), against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by dtcpay, its officers, directors, employees or Related Parties (including their respective successors), arising out of or in connection with your provision of such illegal, untrue, inaccurate or incomplete personal information.

3.2 You shall only be entitled to register a maximum of one (1) User Account.

3.3 dtcpay reserves the right, at its sole and absolute discretion, to refuse any application for a User Account and shall not be under any obligation to disclose the reason for such refusal.

3.4 You will need to enter your login credentials when using certain features of the Services. If you forget your login credentials or are otherwise unable to access your User Account, dtcpay reserves the right to request certain information, including:

(a) your personal data, for example, proof of identity, proof of residence, telephone number or email address;
(b) proof of ownership of the User Account; and
(c) any identifiable activity on the dtcpay Platform, for example, transaction IDs, order numbers or withdrawal amounts.

3.5 dtcpay may, at its sole and absolute discretion, refuse to retrieve your login credentials or restore access to your User Account if:

(a) you fail to provide any of the information requested by dtcpay for such purpose;
(b) dtcpay is unable to verify your identity or ownership of the User Account; or
(c) for any other reason which dtcpay may notify you in writing from time to time.

3.6 You are solely responsible for controlling access to and the security of your User Account. You will: (a) keep your account details and password confidential and not allow any other person to access your User Account; and (b) notify us immediately if you have reason to believe that the security of your User Account has been compromised. dtcpay reserves the right to impose any Restrictions on you in the event that this clause is not complied with.

3.7 dtcpay, its officers, directors, employees and Related Parties (including their respective successors), shall not be responsible for any loss or damage suffered by you or any other party as a result of any unauthorised access to and use of your User Account, including, but not limited to unauthorised access caused by your failure to comply with any obligation in this ‘User Account’ section, regardless of whether such failure is intentional or due to negligence.

Verification

3.8 dtcpay shall conduct KYC and due diligence on the Customer and the Customer agrees to cooperate fully as requested by dtcpay. If there is any change to any of the Customer’s information previously submitted to dtcpay, the Customer shall notify dtcpay of the same in writing as soon as practically possible.

3.9 To verify the Customer’s identity, dtcpay may require additional information including without limitation the Customer’s business registration number, date of birth, and such other information or records as may be required for dtcpay to comply with any contractual or compliance obligations (including obligations relating to anti-money laundering, KYC and sanctions screening) as determined to be applicable by dtcpay in our absolute discretion. dtcpay may also ask for additional information to help verify the Customer’s identity and assess the Customer’s business risk including business invoices, government-issued identification, or a business licence. dtcpay may ask the Customer for financial statements. dtcpay may request the Customer’s permission to conduct a physical inspection at the Customer’s place of business and to examine books and records that pertain to the Customer’s compliance with these Terms. The Customer’s failure to comply with any of these requests within five (5) days may result in a reduction in transaction limits, suspension or termination of these Terms. dtcpay is authorised to retrieve additional information about the Customer from third parties and other identification services. dtcpay, its officers, directors, employees and Related Parties (including their respective successors), shall not be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with any action taken by dtcpay pursuant to this clause.

4. MERCHANT SERVICES

4.1 Subject to the conditions set out in these Terms, dtcpay agrees to:

(a) accept fiat currency on behalf of the Customer for goods and/or services sold by the Customer to its End User; and
(b) accept Digital Assets on behalf of the Customer for goods and/or services sold by the Customer to its End User.

4.2 Following receipt of a payment for goods and/or services on behalf of a Customer in either fiat currency or Digital Assets, dtcpay shall, after deduction of the service fee and any expenses (such as telegraphic transfer fees, etc.), credit the payment to the Customer’s account held with dtcpay.

4.3 In respect of Digital Assets collected on behalf of the Customer, dtcpay may perform a conversion into fiat currency and credit the converted amount to the Customer’s account held with dtcpay. Such conversion, if performed by dtcpay, shall be effected as soon as dtcpay deems to be practically possible after dtcpay’s receipt of the Digital Assets. For the avoidance of doubt, dtcpay shall have sole discretion to determine whether it credits payments to the Customer in fiat currency or Digital Assets.

4.3A You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction. However, when in doubt as to the accuracy, authenticity or validity of an Instruction, dtcpay reserves the right, at its sole and absolute discretion, to refuse to act upon such Instruction or to seek further information in relation to such Instruction. Instructions are irrevocable and our record of all Instructions will be conclusive and binding on you for all purposes.

4.3B By submitting an Instruction, you are authorising us to initiate the relevant Transaction.

No responsibility for matters between Customer and End User

4.4 dtcpay shall have a duty only to collect payments for goods and/or services on behalf of the Customer, and shall not be involved in or party to any contract between the Customer and the Customer’s End User. The Customer shall have sole responsibility for the resolution of any dispute it may have with its End User.

4.5 In no event shall dtcpay be responsible where:

(a) the Customer intentionally or negligently reveals to any other person its End User’s bank account details, credit card details, username or password information;
(b) the Customer fails to store its End User’s details securely;
(c) the Customer acts dishonestly; or
(d) there is any delay to any Service as a result of causes beyond dtcpay’s control including, but not limited to, suspension of settlement or payments during public holidays.

Requests to Customer for compliance purposes

4.6 In connection with the merchant services dtcpay provides under these Terms, the Customer shall cooperate with dtcpay in its efforts to comply with all applicable laws and regulation pertaining to anti-money laundering and counter terrorist financing.

4.7 The Customer agrees to respond to any request dtcpay may make for:

(a) information and documentation on specific transactions, payers, payees and beneficiaries; and
(b) action to achieve compliance with any rules of a payment system or card scheme

as soon as possible, and no later than three (3) Business Days from the receipt of such request.

4.8 Should dtcpay determine that the Customer has failed to comply with any request made pursuant to Clause 4.7 above, dtcpay shall be entitled to withhold or cancel processing of and/or reverse the transaction, and shall not be liable to the Customer for any loss or damage (whether direct or consequential, and including loss of profits or interest) suffered by the Customer or any other party arising out of or in connection with any action taken by dtcpay pursuant to this clause.

Record Retention by Customer

4.9 The Customer shall keep, for a period of no less than 36 months after receiving payment for a transaction in goods and/or services, a sales record or proof of trade such as a tax invoice, shipping slip or receipt, as proof of such receipt of payment to be referenced in the event of any dispute. The Customer agrees to provide to dtcpay, at dtcpay’s request, all relevant records of payments retained during this receipt retention period. The Customer also agrees to assist dtcpay in acquiring such records and shall not, under any circumstances, obstruct or hinder dtcpay from acquiring such records.

Chargebacks and invalid or disputed transactions

4.10 In the event of any chargeback in respect of any of the Customer’s transactions with an End User, dtcpay will immediately be entitled to debit the Customer’s account or recover from the Customer by other means the amount paid by dtcpay in respect of the relevant transaction(s). The Card issuer’s decision shall be conclusive as to the determination of any chargeback. Wherever possible, notice to the Customer of a chargeback will be accompanied by an explanation of the reason for it. In addition, upon prior notification from dtcpay, dtcpay may debit the Customer’s account or take other available steps to recover any other costs and expenses dtcpay may incur as a result of or in connection with a chargeback or disputed transaction.

4.11 Where dtcpay is notified of any invalid or disputed transaction, dtcpay will in turn notify the Customer of the invalid or disputed nature of the transaction and the reason therefor (if known to dtcpay). dtcpay will thereupon flag the transaction as disputed and debit it back to the Customer. The Customer agrees to investigate disputed transactions and take all reasonable steps to resolve the dispute with its End User in a timely manner, following such procedures for handling disputed transactions and chargebacks as dtcpay may advise the Customer of from time to time. dtcpay has the right to suspend the processing of any transaction or withhold remittance to the Customer of the amount of that transaction until satisfactory completion of any investigation.

4.12 If dtcpay considers, in good faith, that there is a high risk of chargeback, dtcpay shall retain funds from any remittance to cover the potential amount of such chargeback and the Customer shall on request provide such additional funds as dtcpay may specify in good faith to cover the actual or potential chargeback.

4.13 Notwithstanding any other provisions in these Terms, all fines and reporting fees imposed by the relevant card scheme regulations relative to transactions processed by the Customer through dtcpay will be borne by the Customer.

Reserves

4.14 As a hedge against losses from unrecoverable chargebacks, dtcpay will keep a reserve in the account held for the Customer by blocking a percentage of the funds being processed. The percentage of payment retained by dtcpay (as shown in the Merchant Services Pricing Schedule in the Engagement Letter) will be directly related to the Chargeback Ratio and is subject to increase if the Chargeback Ratio increases. In addition and notwithstanding the foregoing, dtcpay reserves the right to freeze all funds, or any part thereof, representing proceeds of the transaction and/or withhold from the Customer any payment due to the Customer under these Terms if in dtcpay’s reasonable opinion the Customer is or may be engaged in fraudulent or suspicious activity and/or there is a risk that the Customer will be unable or unwilling to meet its contractual obligations under these Terms or any other agreement the Customer may have with dtcpay, including but not limited to excessive chargebacks incurred by the Customer. dtcpay may use such funds to offset any future chargeback liability, fraud loss, and/or fines that may be imposed by any regulatory authority or card scheme on the Customer or dtcpay due to an act or omission by the Customer. The funds may be released in the eventuality that no chargeback arises.

Returns, cancellations and adjustments for Card or Stored Value Facility transactions

4.15 With respect to any transaction involving the use of a Card or Stored Value Facility, if any merchandise is accepted for return to the Customer, any service to be provided by the Customer is terminated or cancelled, or any adjustment to the price of goods and/or services provided by the Customer is allowed, the Customer shall not make any cash refund to the End User but shall promptly deliver to dtcpay a credit note in the form supplied by dtcpay from time to time and present the same together with other sales slips evidencing such refund or adjustments. The Customer shall also sign and date each credit note and send a true copy thereof to the End User. If the amount of the credit notes to be presented exceeds the amount of the sales submitted for settlement, the Customer shall within seven (7) Business Days effect payment to dtcpay in an amount equal to such excess.

Repayment or refund of previous credits to Customer account

4.16 Upon the occurrence of any of the following and promptly upon dtcpay’s demand, the Customer shall repay or refund to dtcpay a sum equal to the total amount of the sales slip(s) previously credited by dtcpay to the Customer’s account with dtcpay or otherwise paid to the Customer:

(a) dtcpay, in its sole discretion, considers or suspects that the Customer is in breach of any of the provisions of these Terms in respect of the transaction(s) to which the sales slip(s) relate(s);
(b) the sales slip(s) have been completed improperly or without actual authority of the End User;
(c) the End User disputes the sale, quantity, quality or delivery of the merchandise or the performance or quality of the services covered by the sales slip(s); or
(d) the sale of the merchandise or performance of the services to which the sales slip(s) relate(s) involves a violation of applicable law or the rules or regulations of any governmental agency, wherever located.

4.17 Notwithstanding dtcpay’s right to a repay or refund as described in Clause 4.16 above, dtcpay shall be entitled to deduct the total amount of such sales slip(s) from subsequent credit(s) to the Customer’s account with dtcpay or from any payment due to the Customer.

Right of debit to secure Customer obligations

4.18 To secure the obligations, debts and liabilities of the Customer under these Terms generally, the Customer hereby authorises and instructs dtcpay to debit the Customer’s account held with dtcpay with any amount due from the Customer to dtcpay as dtcpay may determine in its sole discretion from time to time.

Chargebacks and refunds for Digital Asset payment transactions

4.19 dtcpay does not support chargebacks for Digital Asset payment transactions. Any refund of a Digital Asset payment transaction will be effected solely in fiat currency and in a sum equal to the fiat currency-denominated settlement amount of the original purchase of goods or services, net of any costs, surcharge and exchange fees.

Refund of sales amount

4.20 For in-store transactions, refunds of overpaid amounts are allowed to be handled by Customers through the point-of-sale terminal.

4.21 For online transactions, Customers are required to contact dtcpay (at operations@dtcpay.com) for the handling of the refund of the overpaid amount.

4.22 Any refund to the End User will occur following deduction of any administrative fees incurred during the refund process. dtcpay reserves the rights to determine the final amount to be refunded back to the End User.

Fees and charges

4.23 Where a funding of a purchase of goods or services is via a bank directly, the fee currency can be the same or different from the transaction currency. Where funding is through dtcpay, the fee currency must be the same as the transaction currency. If a different currency is used, dtcpay will establish the fee rate to the transaction currency rate based on a publicly published exchange rate at the outset, and this will be fixed going forward.

4.24 The purchase price paid by the End User will be settled directly with the Customer by dtcpay. You acknowledge that the schedule may change in the event of settlement changes made by the card/payment scheme parties to dtcpay or if changes to your risk profile prompt a different settlement arrangement. If necessary, dtcpay may also require you to post collateral and/or maintain a running reserve balance. dtcpay will inform you in advance of any such changes or arrangements.

4.25 Any fees charged by beneficiary banks or intermediary banks for transferring the settlement funds to your bank account, except for fees charged by dtcpay’s paying bank, shall be borne by the you.

4.26 You authorise the deduction of fees payable to dtcpay as set out in the pricing schedule in the Engagement Letter (or part thereof) against any End User purchase price to be settled with you. After dtcpay has deducted the fees due to dtcpay, the remainder of the End User purchase price shall be paid to you into your nominated bank account.

Application programming interfaces

4.27 Where applicable, dtcpay shall provide the application programming interfaces and other software to enable the Customer to use the Customer service described in these Terms. dtcpay reserves the right to require the Customer to install or update any and all software to continue using such service. dtcpay may also provide software to help the Customer manage recurring and subscription billing charges for the Customer’s products and services. Where dtcpay provides the Customer with an application programming interface and/or software as described in this clause, it grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence for this purpose.

5. CURRENCY SWAP SERVICES

Digital Asset Sales

5.1 Transactions involving the sale or purchase of Digital Assets shall be conducted on the dtcpay Platform hosted at https://wallet.dtcpayment.com.

5.2 This Clause 5 contains the terms and conditions applicable to the sale and purchase of Digital Assets but does not specify the quantities of Digital Assets to be delivered and purchased pursuant to such sale and purchase. There shall be no binding commitment to sell and purchase any Digital Assets unless a Sale Order has been made by a Party and accepted by the other Party.

5.3 Upon acceptance of the Sale Order, all the terms and conditions in this Clause 5 shall be incorporated by reference into and made a part of the final Sale Order.

Sale Orders

5.4 Any Party (“Offeror”) may deliver through the dtcpay Platform or via an authorised dtcpay personnel, a sale order (“Sale Order”) to the other Party (“Offeree”) stating:

(a) the type of Digital Assets (“Relevant Digital Assets”);
(b) whether the Digital Assets are to be purchased or sold by the Offeror;
(c) the total number of units of Relevant Digital Assets (“Sale Digital Assets”); and
(d) the price per unit of Relevant Digital Assets (measured by refence to fiat currency or by reference to another Digital Asset).

5.5 Unless otherwise agreed in writing, a Sale Order will expire thirty (30) days after the date of delivery through the dtcpay Platform or via an authorised dtcpay personnel.

5.6 A Sale Order may be accepted through the dtcpay Platform or communicated and executed by the Offeree’s authorised personnel. The Offeree shall notify the Offeror of all acceptances of Sale Orders.

5.7 Upon acceptance of a Sale Order, unless otherwise agreed in writing, the Customer shall immediately thereafter on the date of the accepted Sale Order (“Settlement Date”):

(a) In the event that the Customer is the purchaser in respect of the relevant accepted Sale Order, transfer and deliver, or procure to be transferred and delivered, the relevant Total Sale Price to the collection account of dtcpay, provided that:

(i) If the Total Sale Price is due to be settled in fiat currency as stated in the accepted Sale Order, the Total Sale Price shall be made by electronic transfer of immediately available cleared and unencumbered funds (net of bank or remittance charges); and
(ii) If the Total Sale Price is due to be settled in Digital Assets as stated in the accepted Sale Order, the Total Sale Price shall be made in immediately available, cleared and unencumbered Digital Assets on the applicable Digital Assets network.

Notwithstanding the above, upon acceptance of the Sale Order by dtcpay, dtcpay is authorised and entitled, without further notice to or consent from any person, to set off or net the full extent of the Total Sale Price against any amounts (whether in fiat currency or Digital Assets (as the case may be)) held by dtcpay on the account of the Customer, whereupon dtcpay shall have full title and ownership to the Total Sale Price (whether in fiat currency or Digital Assets (as the case may be)).

(b) In the event that the Customer is the seller in respect of the relevant accepted Sale Order, transfer and deliver, or procure to be transferred and delivered, to dtcpay the immediately available, cleared and unencumbered Sale Digital Assets under the accepted Sale Order on the applicable Digital Assets Network.

Notwithstanding the above, upon acceptance of the Sale Order by dtcpay, dtcpay is authorised and entitled to transfer to itself without further notice or consent the full extent of the Sale Digital Assets out of any Digital Assets held by dtcpay on the account of the Customer, whereupon dtcpay shall have full title and ownership to the Sale Digital Assets.

5.8 dtcpay shall, subject to and upon the satisfaction and compliance of the Customer’s obligations in respect of the relevant Accepted Sale Order set out in Clause 5.7 above, and upon dtcpay’s receipt of the relevant Total Sale Price or Sale Digital Assets:

(a) In the event that dtcpay is the purchaser in respect of the relevant Accepted Sale Order, transfer and deliver, or procure to be transferred and delivered, the relevant Total Sale Price to the collection account of the Customer, provided that:

(i) If the Total Sale Price is due to be settled in fiat currency as stated in the accepted Sale Order, the Total Sale Price shall be made by electronic transfer of immediately available, cleared and unencumbered funds (net of bank or remittance charges); and
(ii) If the Total Sale Price is due to be settled in Digital Assets as stated in the accepted Sale Order, the Total Sale Price shall be made in immediately available cleared and unencumbered Digital Assets on the applicable Digital Assets Network.

(b) In the event that dtcpay is the seller in respect of the relevant Accepted Sale Order, transfer and deliver or procure to be transferred and delivered the immediately available, cleared and unencumbered Sale Digital Assets under the applicable accepted Sale Order on the applicable Digital Assets Network to the collection account of the Customer.

5.9 In respect of any particular accepted Sale Order, in the event that the Customer does not satisfy and comply with the terms and conditions in this Clause 5 in all respects by the Settlement Date, without prejudice to any other remedies available, dtcpay may in its sole and absolute discretion:

(a) waive the requirements, either as a whole or selected requirements listed in this Clause 5 in respect of such accepted Sale Order;
(b) defer the Settlement Date to a date as dtcpay and the Customer may agree in writing;
(c) effect completion of such accepted Sale Order so far as practicable having regard to the defaults which have occurred (without prejudice to its rights hereunder);
(d) not effect completion of such accepted Sale Order (without prejudice to its rights hereunder); and/or
(e) terminate the accepted Sale Order, without prejudice to its rights hereunder.

5.10 Save as otherwise set out herein or otherwise expressly agreed, payments or transfers to be made by the Customer to dtcpay under an accepted Sale Order may not be subject to any set-off or netting against any other amounts due from dtcpay to the Customer.

5.11 Each payment of any amount owing hereunder shall be for the full amount due, without reduction, withholding or offset for any reason (including any exchange charges, bank transfer charges, any other fees, other than pursuant to any applicable withholding tax obligations).

5.12 The Customer agrees, understands and acknowledges that:

(a) dtcpay reserves the right to reject or delay executing any instruction from the Customer if any such instruction is, in its sole determination, unclear, conflicting, inaccurate, incomplete, in an unapproved format or communication channel, made by an unauthorised officer, suspected of fraud or non-authenticity, or in breach of (or may breach) any of the security procedures of dtcpay and/or any applicable law or regulations;
(b) the Sale Digital Assets will be created and delivered to the Customer at the sole risk of the Customer on an “as is” basis and no representation or warranty is made in respect of the Digital Assets network applicable to the Sale Digital Assets;
(c) the Sale Digital Assets involve significant risks, all of which the Customer fully and completely acknowledges and assumes including, but not limited to, the risk that the Sale Digital Assets may decrease in value over time and/or lose all monetary value;
(d) the Customer bears the sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Clause 5, accepted Sale Orders, and any future acquisition, ownership, use, sale or other disposition of any Sale Digital Assets pursuant to any accepted Sale Order. To the extent permitted by law, the Customer agrees to indemnify, defend and hold dtcpay and its employees, officers or agents harmless against any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any relevant matter;
(e) the Customer authorises and grants dtcpay the irrevocable consent to make the necessary checks and enquiries on the Customer, and subject to dtcpay’s obligations under the PDPA and other applicable laws, obtain from and/or verify with any source and/or disclose or release any information and/or data on the Customer to any party or source as dtcpay may from time to time deem fit or appropriate, without any liability or notice to the Customer;
(f) all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operation failure shall lie solely with the Customer.
(g) dtcpay shall be indemnified from and against any and all losses resulting directly or indirectly from any communication and/or instructions issued or purported to be issued by the Customer, including those arising from the acceptance or execution (or non-acceptance) of any personnel or person acting under the instruction of or on behalf of the Customer;
(h) dtcpay shall not be held responsible for any non-performance or delay of any of its obligations that is caused by circumstances beyond its control which includes, inter alia, acts of God; war; terrorism or the threat of terrorism; sabotage; equipment failures; any epidemic or pandemic; hacking or other attack on its systems; the unavailability, disruption or malfunction of any networks, blockchains or the Internet; any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function; issuance or operation of any adverse law or regulation; or any other emergency that prevents dtcpay from operating normally; and
(i) the Customer further agrees, represents and warrants that the Customer is solely responsible for any decision to enter into a transaction subject to this Clause 5, including the evaluation of any and all risks related to any such transaction and in entering into any such transaction, the Customer has not relied on any statement or other representation of dtcpay other than as expressly set forth herein.

6. WALLET SERVICES

dtcpay Wallet

6.1 Digital Assets and/or Stored SGD Value standing to your account on the dtcpay Platform will be stored by dtcpay in a wallet issued by dtcpay displaying the available balance and allowing you to execute payment transactions in Digital Assets and/or Stored SGD Value. There will be a virtual and physical card provided to you upon approval of the application, including but not limited to the completion of the KYC process with us (the “dtcpay Card”). Where applicable, in the event the Customer selects a multi-currency wallet, the Customer shall also be governed by additional terms as issued by us (the dtcpay Card shall form part of the “dtcpay Wallet”).

The dtcpay Card is not a credit card and does not incorporate or allow any credit facility. Hence, usage shall be dependence on the funded balance linked to the dtcpay Wallet. The dtcpay Card is a prepaid card. You will need to activate your dtcpay Card and load funds into your payment account in accordance with these Terms in order to use your dtcpay Card to make purchases.

Use of the dtcpay Wallet may be part of the FAST bank transfer in Singapore. You agree that we have your required consent for FAST Transfer unless you notify us in writing within 3 days from the date of the creation of your Wallet. Please note that the FAST Transfer has associated fee and the FAST Transfer once applied is not reversible. We may without prior notice to you, combine or consolidate any number of your accounts in your country (whether held alone or jointly, or under any style, name or form including trade names of sole proprietorships) and offset credit balances (whether matured or not) in these accounts against any liability, subject to the applicable laws and regulations.

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

Only you are authorised to use your dtcpay Wallet. Where a merchant or financial institution does not accept payment via your dtcpay Wallet, dtcpay shall not be liable in such cases. You may also use your dtcpay Card to withdraw Usable Balance on your Account at any ATM which accepts your Card. Your Card and its corresponding Account may only be used to make any transactions or withdrawals if it has a positive Usable Balance. We will not authorize transactions for a transaction or withdrawal amount which is larger than your Usable Balance. Where such transactions are processed, you shall be liable to us for any resulting negative balance (when the monetary value in your dtcpay Wallet falls below zero) (“Negative Balance”) plus any applicable fees, along with any costs incurred by us or any other relevant third party in recovering or attempting to recover from you the amount of Negative Balance that you owe. Where we permit a Negative Balance to be incurred, it shall not be deemed to set any precedent for subsequent occasions. Each time you make a transaction or withdrawal, your Account will be debited immediately by the amount of such transaction or withdrawal, plus any applicable fee and any other amount that we may deduct from your Account under these Terms and Conditions. The Usable Balance on your Account will be reduced accordingly.

ATM cash withdrawals are not permitted in Singapore.

6.1A You agree that you shall not use your dtcpay Wallet to engage in any transactions and / or activities which (i) violate any applicable laws and regulations; (ii) with any persons in any Prohibited Countries; and (iii) involve in the sales and/or purchase of products and/or services reasonably identified to be connected to high risk activities including, but not limited to, money laundering, terrorist financing and fraudulent activities.

6.1B All fees and charges that relate to the use of your dtcpay Wallet are detailed in the https://dtcpay.com/fees-limits/. All applicable fees and charges (unless otherwise specified) will be deducted from your Usable Balance. Unless otherwise specified in these Terms, all fees and charges will be deducted from your dtcpay Wallet in the first instance. Where your dtcpay Wallet contains insufficient funds to complete such deductions, to satisfy the payment of such fees and charges, the transaction may be declined. In the event that the transaction does proceed, dtcpay may deduct the fees or charges from your other dtcpay accounts or offset the sum due from any subsequent funds loaded onto your payment account with dtcpay.

6.1C dtcpay Card

(a) You must log in to your dtcpay Wallet to activate your dtcpay Card and follow the instructions online. You are at all times responsible for maintaining adequate security and control of your PIN or any other codes that you use to access the services provided under these Terms. Once you have successfully activated your dtcpay Card, set up your payment PIN, and loaded funds onto your payment account, you may use your dtcpay Card to conduct transactions in accordance with these Terms. Your selected PIN must be designated by you and must not be shared or stored with any other person. If you do so, you will remain liable and responsible for all dtcpay Card activity carried out by the other person.

6.2 Where you believe the security of your PIN has been compromised, please contact us at support@dtcpay and follow the procedures we instruct. The dtcpay Wallet enables you to:

(a) send, transfer, deposit, store, track and manage supported Digital Assets and Stored SGD Value; and
(b) undertake transactions that are supported by us. We will from time to time keep you updated with details of supported transactions. Except for such supported transactions, the dtcpay Wallet will not support other transactions and you will not be able to use the Digital Assets deposited in the dtcpay Wallet for such other transactions or purposes. For the avoidance of doubt, each dtcpay Wallet may have different supported transactions.

6.3 The dtcpay Wallet:

(a) may not support or have the ability to process all Digital Assets. You shall only transfer or deposit in the dtcpay Wallet those Digital Assets we support. Information on supported Digital Assets are made available through the relevant dtcpay Wallet and our dtcpay Platform; and
(b) will contain instructions on the sending, transferring, depositing, storage, tracking, management and use of supported Digital Assets and Stored SGD Value in connection with that dtcpay Wallet. Your compliance with these instructions and provision of all information requested through these instructions are required to ensure that you are able to perform these activities and properly use the dtcpay Wallet. If you transfer or deposit to the dtcpay Wallet Digital Assets that are not supported, or fail to comply with our instructions, we assume no responsibility for such Digital Assets, including any responsibility or liability for loss or return of such Digital Assets to you.

6.4 You acknowledge and agree that for the dtcpay Wallet to function, it may require a compatible device (including a mobile or computing device), appropriate third-party software (such as browsers), and also connectivity to the internet. You are solely responsible for obtaining such device(s), software, and the necessary connectivity services to access and use the dtcpay Wallet. We assume no responsibility for such devices, software and services, or for any functionality of the dtcpay Wallet which is dependent on them to operate.

6.5 In order to access and/or use the dtcpay Wallet, you shall have the sole responsibility:

(a) to access and use the dtcpay Wallet in a secure manner and maintain, in your fully secure possession, the credentials for accessing the dtcpay Wallet; and
(b) in the case where you transfer Digital Assets to or from the dtcpay Wallet, to establish and maintain, in fully operational, secure and valid, status, access to a compatible External Wallet and maintain, in your fully secure possession, the credentials for accessing such wallet.

Issuance of Stored SGD Value

6.6 Stored SGD Value is only available for use on the dtcpay Platform in digital form stored in your dtcpay Wallet. The Customer may obtain Stored SGD Value by submitting a request through the dtcpay Wallet to purchase the Stored SGD Value through such payment mechanisms as the dtcpay Wallet may from time to time support.

6.7 Each unit of Stored SGD Value is the equivalent of one (1) Singapore dollar only. A purchase of Stored SGD Value(s) may only be made in blocks of S$1, with a minimum value of S$50, or such other rate as may be prescribed from time to time, up to such maximum value as may be prescribed from time to time. If prescribed by us in our sole and absolute discretion, an administrative fee shall be payable for the purchase of any Stored SGD Value. We shall not be responsible for any fraudulent, irregular or unsuccessful purchase. We may refuse to credit any Stored SGD Value to, or debit Stored SGD Value from, the existing Stored SGD Value balance in the Customer’s dtcpay Wallet if we determine, in our sole and absolute discretion, that the purchase (or requested purchase) is not or should not have been successful, or is or was fraudulent or irregular.

6.8 The Customer must check the details of Stored SGD Value immediately upon the issuance or receipt of such Stored SGD Value. Any error or discrepancy must be notified to us immediately.

6.9 Should there be any cancellation or expiry of the Customer’s dtcpay Wallet, any unused Stored SGD Value may be refunded by bank transfer to an account held in the Customer’s name with a licensed bank, subject to production of a photographic identification document to our satisfaction, and such other conditions as we may at our sole and absolute discretion impose. Refunds may be made only to the Customer and not to any other person. Refunds are subject to any prevailing transaction fees that are chargeable for effecting such a refund. The balance in the Customer’s dtcpay Wallet is not a deposit, does not earn any interest, and is not protected by any deposit insurance, including the Singapore Deposit Insurance Scheme. Any refund which we may make in respect of any Stored SGD Value shall be free of any interest, and will be transferred to the Customer within thirty (30) Business Days of the cancellation of the Customer’s dtcpay Wallet.

6.10 The date of issuance of Stored SGD Value shall be the date on which it is purchased from dtcpay (as set out in dtcpay’s records).

Limits to Stored SGD Value

6.11 The total amount and aggregate value of Stored SGD Value standing to the credit of a Customer (and contained in the Customer’s dtcpay Wallet) will be recorded in the Customer’s dtcpay Wallet.

6.12 The aggregate value of the Stored SGD Value held in a person’s dtcpay Wallet shall not at any time exceed the limit stated on the dtcpay website (at https://dtcpay.com/faq/). We will not issue any Stored SGD Value or allow any activity, transaction or dealing involving any Stored SGD Value or in the Customer’s dtcpay Wallet to proceed if it will result in the aggregate value of the Stored SGD Value(s) held in the dtcpay Wallet exceeding such limit.

6.13 The aggregate value of all transactions conducted by the Customer in all of the Customer’s dtcpay Wallets shall not, in any calendar year, exceed the limit stated on the dtcpay website (at https://dtcpay.com/faq/). When a Customer’s dtcpay Wallet(s) exceeds a certain threshold, an alert will be sent to their email and/or mobile to remind them of the limits. dtcpay may from time to time prescribe different limits on the aggregate value of a single activity, transaction or dealing involving any Stored SGD Value that may be carried out or made through the dtcpay Wallet, depending on the type and nature of such activity, transaction or dealing.

Use and refund of Stored SGD Value

6.14 There is no expiry date or limit to validity of Stored SGD Value, save in respect of the termination of a Customer’s dtcpay Wallet or the expiry date of the card. Notwithstanding the foregoing, we reserve the right, in our sole and absolute discretion, to impose expiry date(s) or limitation(s) to validity at any time, whether in general or specifically to the Customer’s dtcpay Wallet. Where such expiry date or limitation to validity applies generally to all dtcpay Wallets, notification of such expiry date or limitation to validity will be published on the dtcpay Platform. The dtcpay Card cannot be used after the expiry date. You acknowledge and agree that dtcpay may hold your Usable Balance in accordance with applicable laws and regulations should we be unable to contact you based on our records of your contact information after the expiry date of your dtcpay Card.

6.15 Stored SGD Value may only be used by the Customer to purchase Digital Assets on the dtcpay Platform and for such other purposes as we may from time to time approve, subject to such additional conditions as we may from time to time prescribe, in such methods or through such procedures as we may from time to time prescribe.

6.16 Without prejudice to anything contained in these Terms, Stored SGD Value shall not (a) be used for or in connection with any unlawful or fraudulent purpose or activity, or (b) except with our prior approval, be used for or in connection with any business or commercial purpose or activity (including advertising, marketing or promotional materials).

6.17 If the aggregate value of the Stored SGD Value in the Customer’s dtcpay Wallet is less than the amount payable to the Customer in any transaction to be executed for the Customer, the difference shall have to be topped up in the dtcpay Wallet through the prevailing methods of top-up, prior to completion of such transaction.
6.18 Stored SGD Value is used at the sole risk of the Customer. The Customer must check the amount of Stored SGD Value before such Stored SGD Value is used, and must decline to accept Stored SGD Value that has been unlawfully obtained or voided or appears to have been tampered with.

6.19 Stored SGD Value cannot be replaced if it is lost, stolen, misappropriated, confiscated, or in our opinion, has been unlawfully obtained, or has been voided, or is or appears to be tampered with. dtcpay shall not be liable for or be required to replace any such Stored SGD Value.

Specific provisions relating to Stored SGD Value

6.20 We may from time to time credit or debit Stored SGD Value to or from the Customer’s dtcpay Wallet, or otherwise make such adjustments to the information recorded with respect to a the Customer’s dtcpay Wallet, if dtcpay determines, in its sole and absolute discretion, that a transaction (or a requested transaction) is not or should not have been successful, or is or was fraudulent or irregular, or an accounting, processing or technical error has occurred. Any such determination (and the corresponding credit, debit or adjustment) by dtcpay shall be final and conclusive against the relevant person.

6.21 The Customer may report any unauthorised transaction or erroneous transaction with respect to any Stored SGD Value via email to contact.us@dtcpay.com, or via such other reporting channel as we may notify the Customer of from time to time.

6.22 Any claim made by the Customer in relation to any unauthorised transaction with respect to Stored SGD Value shall be subject to dtcpay’s assessment and claim resolution process, which will be communicated to the Customer at the relevant time.

6.23 The Customer shall be liable for any loss arising from an unauthorised transaction in respect of Stored SGD Value where the Customer’s negligence, recklessness or wilful default was a cause of the loss. The Customer shall also be liable for any loss arising from authorised transactions.

6.24 The Customer shall provide us with such document(s) and information as we may require in connection with any (actual or reported) unauthorised or erroneous transaction.

6.25 The purchase, use and carrying out of any activity or transaction or the making of any dealing involving any Stored SGD Value shall be subject to such additional procedural or operational requirements as we may prescribe from time to time. A failure by a Customer to observe or comply with such procedural or operational requirements may result in a delay in our processing or giving effect to the relevant purchase, use, activity, transaction or dealing.

Specific provisions relating to the use of dtcpay Wallet

6.26 We may from time to time publish additional guidelines, rules, and conditions applicable to your use of any dtcpay Wallet. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.

6.27 We have no obligation to provide, or continue to provide, the dtcpay Wallet, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to (a) modify, suspend or discontinue any dtcpay Wallet; (b) restrict or modify access to any dtcpay Wallet; and/or (c) modify and/or waive any charges in connection with any dtcpay Wallet. You are deemed to agree to such modifications if you continue the use of the dtcpay Wallet.

6.28 Transaction fees may be incurred arising out of or in connection with your use of the dtcpay Wallet. Any such charges and/or fees shall be borne by you.

6.29 Specific transactions and activities, including the provision of specific services or products, may be performed or facilitated through the dtcpay Wallet and may be subject to separate terms and conditions that you must accept in order to enter into these transactions or perform these activities.

6.30 You are solely responsible for any and all transactions and activities, including the lawfulness, legitimacy and regulatory compliance of such transactions and activities, which occur via the dtcpay Wallet, which shall be strictly for your use only. We are entitled to and will treat all such transactions and activities as having been conducted by you or with your knowledge and authority.

6.31 We reserve the right to monitor your usage of the dtcpay Wallet and have the sole and absolute discretion to refuse access or use of any dtcpay Wallet by any person (including you or any person authorised by you) at any time without having to give any reason or prior notice.

6.32 To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person):

(a) regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of the dtcpay Wallet;
(b) regarding the availability or appropriateness of the dtcpay Wallet;
(c) that the dtcpay Wallet will be error-free, continuously available or uninterrupted in operation, or free of viruses or other harmful components;
(d) that the dtcpay Wallet will operate or function properly on your devices or operating systems or with any third party software;
(e) that the dtcpay Wallet will not cause any damage to your devices or operating systems;
(f) for Stored SGD Value or Digital Assets transferred or deposited in the dtcpay Wallet being obtained through any acts in connection with money laundering,
terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
(g) for use of the dtcpay Wallet for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
(h) for failure, malfunction or breakdown of, or disruption to, the operation of our platforms and operations (including but not limited to blockchain and blockchain-based software systems) or any technology (including but not limited to blockchain and smart contract technologies) which the dtcpay Wallet relies on, for any reason whatsoever, including without limitation, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
(i) loss of possession of the credentials for accessing the dtcpay Wallet in any manner and to any extent;
(j) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of Digital Assets; and/or
(k) all other risks, direct, indirect or ancillary in relation to Digital Assets and the dtcpay Wallet which are not specifically or explicitly contained in or stated in these Terms.

6.33 Your use of the dtcpay Wallet is voluntary and at your sole risk. You are solely responsible for:

(a) your reliance on the dtcpay Wallet and the information available through the dtcpay Wallet;
(b) any liability or damage that you may incur through use of the dtcpay Wallet; and
(c) all decisions or actions resulting from your use of the dtcpay Wallet and its contents.

6.34 The underlying protocols relating to Digital Assets that you transfer or deposit to the dtcpay Wallet may be subject to changes beyond our control. This may affect the valuation and/or functionality associated with such Digital Assets. You acknowledge and agree to accept all risks associated with Digital Assets. We may at our sole discretion, but have no responsibility to, assist you to mitigate any consequences arising out of or in connection with any changes to such protocols.

6.35 Internet communications may be susceptible to interference or interception by third parties. Such interference or interception may include cyber-attacks, distributed denials of service or errors, malicious exploitation of defects or vulnerabilities associated with the source codes associated with the dtcpay Wallet. Where appropriate, we may use available technology to protect the security of the dtcpay Wallet and Digital Assets transferred or deposited to the dtcpay Wallet. To the maximum extent permitted under applicable laws, we make no warranties that the dtcpay Wallet is free of infection by computer viruses, any malicious software, interference or interception by third parties, or other unauthorised software, and disclaim all liability for the security, authenticity, integrity or confidentiality of any transactions made through the dtcpay Wallet.

6.36 In the event of any loss, hack or theft of Digital Assets from the dtcpay Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against us.

6.37 We have no obligation to provide any maintenance, support or other services in relation to the dtcpay Wallet, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements.

6.38 Your access to and/or use of the dtcpay Wallet may also be interrupted, suspended or restricted where we provide any maintenance, support or other services in relation to the dtcpay Wallet.

6.39 You acknowledge and agree that:

(a) the Digital Assets that you transfer or deposit to the dtcpay Wallet will be held in our Digital Asset wallets and processed at our sole and absolute discretion, including storage in such online and/or offline storage (or combination thereof) as we may determine, subject to applicable laws and regulation;
(b) when you seek to use your Digital Assets deposited in the dtcpay Wallet for transactions, there may be delays in operation or transmission of your transactions where we are required to obtain information that is offline. We assume no responsibility or liability for any loss, damage or penalty resulting from such delays;
(c) notwithstanding that your Digital Assets deposited in the dtcpay Wallet may only be used for transactions we support, we reserve the right, at any time, to reject and not fulfil any transaction you seek to perform for any reason whatsoever, including the unavailability of the dtcpay Wallet, or periods of illiquidity or volatility in the Digital Asset market. We assume no responsibility or liability for any loss, damage or penalty resulting from our rejection or non-fulfilment of any transaction;
(d) we may, at our sole and absolute discretion, impose limits on the value or amount of Digital Assets that you may send, transfer, deposit, store, track, manage, or use, through the dtcpay Wallet; and
(e) we hold the private keys associated with Digital Assets you deposit in the dtcpay Wallet, and we may access such Digital Assets and dtcpay Wallet at our sole and absolute discretion, subject to applicable laws and regulation. Notwithstanding the foregoing, while we will make reasonable endeavours to protect these private keys, we disclaim all liability for the security, authenticity, integrity or confidentiality associated with these private keys.

6.40 You will not, and will not permit any other party to:

(a) modify, adapt, improve, enhance, alter, translate or create derivative works of the dtcpay Wallet;
(b) use or merge the dtcpay Wallet, or any component or element thereof, with other software, databases or services not provided by us;
(c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the dtcpay Wallet, or decrypt the dtcpay Wallet;
(d) interfere in any manner with the operation of the dtcpay Wallet;
(e) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the dtcpay Wallet;
(f) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine”, “crawl” or in any way gather the dtcpay Wallet or reproduce or circumvent the navigational structure or presentation of the dtcpay Wallet without our express prior written consent;
(g) violate any applicable laws, rules or regulations in connection with your access or use of the dtcpay Wallet; or
(h) cache, frame or link to the dtcpay Wallet without our prior written consent. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the dtcpay Wallet. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the dtcpay Wallet.

6.41 Any transfer or deposit of supported Digital Assets into or out of any dtcpay Wallet may be made only from or to such External Wallet(s) as dtcpay shall permit in its sole discretion. You shall provide to us, at such time as we may require, the address(es) of the External Wallet(s). In connection with the dtcpay Wallet, you will not use or designate any External Wallet which is an account or wallet established and maintained with any centralised exchange. We reserve the right to reject and refuse to fulfil any transaction you seek to perform with the dtcpay Wallet (including any transfer or deposit of digital assets to (or from) the dtcpay Wallet) where you have used or designated an External Wallet associated with a centralised exchange. If any such transaction is processed, we assume no responsibility or liability for any loss, damage or penalty resulting from your use or designation of an External Wallet associated with a centralised exchange.

6.42 In the event of any loss, hack or theft of Digital Assets from the dtcpay Wallet or External Wallets, you acknowledge and confirm that all risks in relation to the security of such wallets and the Digital Assets stored in such wallets shall be borne entirely by you, and you further acknowledge and confirm that you shall have no right(s), claim(s) or recourse or cause of action in any way whatsoever against us.

6.43 Our obligation to provide you with the dtcpay Wallet and to use the dtcpay Wallet for any transaction (including permitting you to withdraw the Digital Assets deposited with us) shall be subject to your compliance with these Terms. We reserve the right to reject and not fulfil any transaction you seek to perform with the dtcpay Wallet where you are in breach of these Terms. In the event that we are unable to process your request to withdraw the Digital Assets reflected in the dtcpay Wallet due to your breach of these Terms or loss of access to the dtcpay Wallet, we may, at our sole and absolute discretion, hold such Digital Assets or do such other acts as we may determine and shall not be obliged to return or deliver any Digital Assets to you. You shall also provide to us at such time as we may require, the address(es) of the relevant External Wallet(s).

6.44 Upon validation and verification of transfers of the supported Digital Assets from your External Wallets to our Digital Asset wallets on the relevant blockchain as successful and complete (with a transfer being considered successful and effected with the required confirmation on such blockchain), save as provided for under these Terms, such transfer shall be deemed to be final and reflected in the relevant dtcpay Wallet.

6.45 It is your sole responsibility to ensure that there is no attempt to double spend and that your transfer of any supported Digital Assets to the dtcpay Wallet is not in violation of any applicable laws, regulations or rules. In the event that we discover any double spending of (or attempt to double spend) Digital Assets with respect to the Digital Assets transferred to your dtcpay Wallet, or that your transfer of Digital Assets is determined by us to be in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such transfers of Digital Assets are reflected as validated and verified on the relevant blockchain, that your transfer of Digital Assets to the dtcpay Wallet will be regarded as invalid, void and/or a nullity, and:

(a) we shall have no obligation to provide, and you shall have no right to transfer or withdraw, such Digital Assets transferred to the dtcpay Wallet, whether such transfer was validated and verified on the relevant blockchain as successful and complete or otherwise; and
(b) you shall indemnify us for all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including legal fees and/or costs necessary to establish the right to indemnification) as may be incurred by us arising from your actions.

6.46 For the avoidance of doubt, we may, at our sole and absolute discretion, designate a different Digital Asset wallet or set of wallets for each dtcpay Wallet. In such a case, in the event of a transfer of supported Digital Assets between two (2) separate dtcpay Wallets, you acknowledge and agree that the source wallet will be treated as if it were an External Wallet for the purposes of the transfer, and this provision shall apply accordingly with the necessary modifications.

7. General Provisions

Representations and Warranties

7.1 dtcpay represents and warrants that at all times, while these Terms remain in effect:

(a) dtcpay complies with all applicable laws, rules and regulations of Singapore, including applicable rules of payment schemes, and as a data intermediary (as defined in the PDPA), laws regarding the protection of personal data;
(b) in the event that dtcpay has access to information, include personal data, of any End User (“End User Information”), dtcpay shall exercise commercially reasonable efforts to maintain and observe all reasonably necessary security measures to protect dtcpay’s systems and the End User Information contained therein from unauthorised control, tampering or any other unauthorised access, where dtcpay’s systems means the computer systems operated by dtcpay or which store End User Information, or that transmit End User Information;
(c) dtcpay has the full power and authority to enter into and perform these Terms;
(d) dtcpay is duly incorporated and validly existing under the laws of Singapore;
(e) dtcpay agrees that these Terms constitutes legal and binding obligations on dtcpay; and
(f) dtcpay possesses all Intellectual Property Rights and/or consents, permits, approvals and/or licenses, which may be necessary or desirable to perform its obligations under these Terms.

7.2 The Customer represents and warrants that at all times while these Terms remain in effect, any and all agreements between the Customer and its End Users:

(a) do not include terms that prohibit the disclosure and transmission of end-customer information to dtcpay and dtcpay’s Service Providers, whether located in Singapore or other countries;
(b) include terms that disclaim all of dtcpay’s liability as well as that of dtcpay’s Service Providers to the Customer and the Customer’s End User for loss of profits, loss of interest, loss of business revenue, loss of anticipated savings, loss of business, damage to business reputation or goodwill, any and all indirect, incidental, consequential, special and exemplary damages (whether or not dtcpay has been advised of the possibility of such damages) to the extent permitted by law;
(c) include terms that limit any damages, under any legal or equitable theory, to fees received by dtcpay or dtcpay’s Service Providers for provision of Services to the Customer and/or the Customer’s End User(s), to the fees paid by the Customer to dtcpay during the three-month period immediately preceding the date that the cause of action arose to the extent permitted by law.

7.3 The Customer hereby agrees, to the extent permitted under the applicable laws and regulation, to indemnify and hold harmless dtcpay promptly upon demand from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable (including any penalties incurred), liabilities, interest, costs, charges, expenses and fees (including legal fees, experts’ fees and consultants’ fees on a full indemnity basis) which dtcpay may suffer or incur in connection with any potential claims against it by any End User of the Customer.

7.4 The Customer further represents and warrants that at all times while these Terms remain in effect:

(a) the Customer shall comply with the Payment Card Industry Data Security Standard requirements, if applicable, as amended from time to time. The Customer must comply with the rules, including without limitation, those relating to cardholder information security issues, non-disclosure of cardholder information and transaction documents, retention and storage of cardholder and transaction information and other security procedures adopted by the card organisations;
(b) the Customer shall comply with all applicable laws, rules and regulations of the jurisdictions in which the Customer operates, including laws regarding privacy and protection of consumer information;
(c) the Customer’s products and/or services do not infringe or violate the Intellectual Property Rights of any third party and do not contain any content which violates any applicable laws, regulation or third party right.
(d) the Customer will use dtcpay Services only for the products and/or services and at the sites that the Customer has declared to dtcpay;
(e) all information herein contained and provided by the Customer is true and accurate in all respects and not misleading in any respect;
(f) the Customer shall maintain and observe all reasonable security measures to protect the Customer’s systems and data contained therein from unauthorised control, tampering or any other unauthorised access where the Customer’s systems shall mean computer systems operated by the Customer or on the Customer’s behalf, or by the Customer’s End User, that capture or store end-customer information or that transmit end-customer information to dtcpay and/or dtcpay’s Service Providers. dtcpay will not be liable for the disclosure, monitoring, loss, alteration or corruption of such data to the extent that it results from the Customer’s failure to implement reasonable security measures to protect against the unauthorised use of facilities, computers network access devices and passwords. In the event that the Customer requires dtcpay to retain the service of a forensic investigator, the Customer will be charged for any expenses incurred in those assessments and dtcpay shall not be responsible for any compromise in the Customer’s systems and/or data;
(g) the Customer has the full power, capacity and authority to enter into and perform these Terms, and if you are an individual, be at least 18 years old; if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms and shall ensure that it seeks all relevant regulatory, third-party and shareholder approvals (as applicable) to entitle it to perform and complete its obligations under these Terms;
(h) the Customer is duly incorporated or established and validly existing under the laws of the Customer’s country of incorporation or establishment;
(i) the Customer has adequate resources to make payment in accordance with the provisions of these Terms and the Customer is not in receivership or liquidation, has taken no steps to enter liquidation and no petition has been presented for the Customer’s winding-up and there are no grounds on which a petition or application could be based for the Customer’s winding-up or appointment of a receiver;
(j) all goods and/or services sold by the Customer are not goods and/or services prohibited by law and good morals or that would expose dtcpay’s image or reputation to risk;
(k) the Customer does not and at all times will not engage in any money laundering and/or terrorism financing activities, and the Customer agrees that dtcpay may refuse to execute any transaction, order or payment if it is suspected that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved; and
(l) the Customer agrees that these Terms constitute legal and binding obligations on it.

7.5 Upon failure of any of the above representations and warranties, the Customer agrees that dtcpay is entitled to terminate these Terms immediately and the Customer shall be responsible for all loss or damage incurred by dtcpay.

Termination without cause

7.6 Notwithstanding anything contained in these Terms and in addition to any express termination provisions set out herein, these Terms may be terminated at any time by either Party by giving thirty (30) days’ written notice to the other Party, provided that the termination shall not affect the validity of any agreed transactions prior to termination.

Default

7.7 If either Party (“Defaulting Party”) defaults in the performance of any provision of these Terms, the other party (“Non-defaulting Party”) may give written notice to the defaulting party to have the default cured within the notice period as specified in the notice. If the Non-defaulting Party fails to cure the default within the period set out in the notice, the Non-defaulting Party may immediately terminate these Terms by giving written notice to the Defaulting Party.

Insolvency

7.8 Either Party may immediately terminate these Terms upon the occurrence of an Insolvency Event in respect of the other Party by providing written notice to such other Party.

Violation of laws

7.9 In the event that dtcpay reasonably believes that the Customer’s conduct (including negligently, recklessly or intentionally transmitting inaccurate and/or incomplete data to dtcpay or dtcpay’s Service Provider) or the Customer’s products or services violate applicable laws, potentially allow for online fraud or otherwise howsoever (potentially or actually) facilitate or relate to any online fraud or pose a security, infringement or other threat to dtcpay’s systems, equipment processes, or Intellectual Property Rights, dtcpay will provide the Customer with written notice of the threat and shall be entitled in its sole discretion to:

(a) require the Customer to remedy the threat within a specified number of days, and to terminate these Terms in the event the Customer fails to remediate the threat to the satisfaction of dtcpay within the specified period; or
(b) terminate these Terms immediately.

In addition, dtcpay reserves the right to temporarily suspend the Customer’s account during the period that the aforementioned threat remains uncured, and to permanently deactivate the Customer’s account without further notice upon the termination of these Terms.

Use of trademarks

7.10 During the period of these Terms, the Parties may use each other’s trademarks in materials and communications referring or relating to the Services rendered by dtcpay to the Customer. Upon termination or expiration of these Terms:

(a) each Party shall immediately discontinue any use of the other Party’s trademarks and the other Party’s products and services;
(b) each Party shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties;
(c) each Party agrees not to act in any way that may damage the reputation of the other Party or the other Party’s products or services;
(d) the Customer shall cease to promote, solicit or procure orders for the Services;
(e) the Customer shall uninstall and cease all use of the application programming interfaces and Documentation, and return the same to dtcpay within thirty (30) days; and
(f) each Party shall, within thirty (30) days of a written request from the other Party, return or destroy any and all Confidential Information or Intellectual Property of the other Party, at the disclosing Party’s discretion.

Surviving provisions

7.11 Clauses 4.5, 4.9, 4.13, 6.30, 6.32, 6.35, 6.36, 6.42, 7.3, 7.10, 7.13, 7.14, 7.17, 7.18, 7.20 to 7.27, 7.30, 7.33, 7.37, 7.42 and 7.43 shall survive the termination of these Terms.

Fees and charges

7.12 dtcpay shall be entitled to apply fees and charges in connection with the performance of its obligations hereunder as set out in the Engagement Letter.

7.13 If there are any factors which, in dtcpay’s sole discretion, necessitate an increment of any fee or charge for any Service, the Customer agrees that dtcpay is entitled to amend the fee or charge by giving at least thirty (30) days’ advance written notice to the Customer.

Taxes

7.14 The Customer acknowledges and agrees to bear all taxes and levies, including goods and services tax and other similar taxes and levies as may be imposed under applicable laws on any transactions entered into pursuant to these Terms (other than dtcpay’s income tax). In the event that the Customer fails to do so and dtcpay pays such taxes or levies on the Customer’s behalf, dtcpay will be entitled to claim full reimbursement from the Customer, including any interest and/or penalty payment that may be levied by any governmental authority, to the extent permitted by law. Payment of fees under these Terms shall be made in full, free and clear of any deductions and setoff and without deduction or withholding for or on account of any present or future taxes now or hereafter withheld or assessed by any governmental authority. If any such taxes are required to be withheld from any amounts payable to dtcpay, the amount that the Customer pays to dtcpay shall be increased to the extent necessary to yield to dtcpay (after deduction or withholding of all such taxes) a net amount equal to the amount dtcpay would have received had no such deduction, assessment or withholding been made. To the extent permitted by applicable laws and regulation, the Customer also agrees to indemnify, defend and hold dtcpay and its employees, officers or agents harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any relevant matter.

7.15 The Customer understands and agrees that neither dtcpay nor its third-party vendors can guarantee the accuracy of any tax, GST or VAT rates obtained from tax authorities.

Receipts

7.16 The Customer shall issue receipts and tax invoices or any evidence of receipt to End Users as prescribed by applicable laws and regulation.

Error, delay or temporary suspension

7.17 The Customer acknowledges and agrees that if the Services hereunder encounter force majeure or any causes beyond dtcpay’s control, the Customer shall not raise such error to claim any damages against dtcpay and shall notify dtcpay immediately of such error. dtcpay will use its best efforts to solve the problem within a reasonable time, and the Customer agrees to fully assist and cooperate with dtcpay to solve such problem.

Indemnity

7.18 The Customer agrees to defend, indemnify and hold dtcpay, its officers, directors, employees and agents, successors and assigns (collectively, “Indemnified Parties”, and each an “Indemnified Party”) harmless from and against any and all damages, costs, losses and expenses (including legal costs on a full indemnity basis) and other liabilities to third parties (including but not limited to claims by dtcpay’s Service Providers, as well as penalties imposed by regulatory authorities for breach of any applicable laws and regulation) to the extent permissible by law which are attributable to the negligence, fraud or wilful default of the Customer.

7.19 An Indemnified Party may claim an indemnity from the Customer under these Terms by providing written notice to the Customer setting out details reasonably known to the Indemnified Party relating to the claim.

Unauthorised usage

7.20 If an End User of the Customer claims that an unauthorised payment or fraudulent transaction is made via the dtcpay platform, the Customer shall provide relevant proof that the transaction has been properly executed and, where applicable, that the goods or services have been delivered. Admissible proof includes closed-circuit television records in relation to the Customer’s office or any other relevant place where the Customer conducts its business operations, online transaction logs and any police report. The specific type of proof is subject to the nature of the products or services and must be reasonable for its purpose. If the Customer fails to provide such proof or the proof provided is not adequate or the unauthorised payment is due to the Customer’s wilful default or negligence, the Customer shall reimburse dtcpay for any losses sustained and such losses may be set off against any amount owed by dtcpay to the Customer.

Non-public information

7.21 Unless stated otherwise, all non-public information relating to either Party including, but not limited to, its personal data, sensitive personal data, investment strategy, holdings, and products or services acquired in connection with the Agreement (“Confidential Information”) shall be treated as private and confidential at any time during the term of the Agreement and after the termination of the Agreement and shall not be disclosed to any third party without the prior written consent of the other Party.

Disclosure

7.22 Each Party may disclose Confidential Information:

(a) to their employees, officers, agents, counsels, related corporations, auditors, professional advisers or other representatives who are involved in the provision of the Services or, in dtcpay’s case, to those persons who need to know such Confidential Information for the purpose of performing the Services; or
(b) which it is bound to disclose under any applicable laws or regulation or by request of any governmental regulator.

No duty to disclose

7.23 Subject to any applicable laws and regulation, dtcpay shall be under no duty to disclose to the Customer, or in making any decision or taking any action in connection with the provision of the Services to take into account, any information or other matters which come to the notice of dtcpay, its affiliates or any of dtcpay’s (or dtcpay’s affiliates’) employees, directors, or agents where:

(a) this would, or dtcpay reasonably believes that it would, be a breach of any duty of fidelity or confidence to any other person; or
(b) the information or matter does not come to the actual notice of the account executive or other individual providing the Customer with the Service in question.

Limitation of liability

7.24 Neither Party excludes liability for death or personal injury arising from its negligence or that of its subcontractors.

7.25 The liability of dtcpay, with respect to any loss suffered by the Customer arising from any subject matter of these Terms under any contract, negligence, strict liability or other legal or equitable theory, shall be limited to the total fees paid by the Customer to dtcpay during the twelve (12) months immediately preceding the date that the cause of action arose.

7.26 Neither Party shall be liable to the other party for any loss of profits, loss of interest, loss of business revenue, loss of anticipated savings, loss of business, damage to business reputation or goodwill, any and all indirect, special or consequential damage or loss suffered or incurred by the other Party arising out of any breach of these Terms by either Party, and for the purposes of these Terms, indirect, special or consequential damage or loss shall include the incurring of liability for loss or damage of any nature whatsoever suffered by third parties, except for the indemnification as set out in Clauses 7.18 and 7.19 above.

7.27 Without prejudice to any other provisions in these Terms, the Customer agrees that dtcpay shall have no liability to the Customer for any delay or refusal to execute any payment, transaction or perform any obligations without notice to the Customer, if dtcpay reasonably suspects or is of the reasonable opinion that there is or may be any contravention of any applicable laws, regulation, rule or code, or that if dtcpay were to proceed with such execution, dtcpay would otherwise be in breach of any duty, law, code, rule or regulation applicable to dtcpay.

7.28 The Customer shall bear all collection risk (including, without limitation, chargebacks, credit card frauds and any other type of frauds) in accordance with any relevant payment scheme rules set out by any applicable payment service provider with respect to sales of the Customer’s products and/or services.

7.29 The Customer understands and agrees that dtcpay has no obligation to attempt to monitor or regulate the content of the Customer’s products or services.

7.30 Where dtcpay funds the settlement with the Customer, dtcpay shall have the right to withhold payment from the Customer if any of the following circumstances occur:

(a) in the event that irregularities are detected in respect of the transaction presented by the Customer or that dtcpay has reason to believe that the transaction presented by the Customer has not been issued for the legitimate supply of products or services or is fraudulent or illegal, dtcpay is entitled to withhold payment until dtcpay has examined or obtain supporting proof from the Customer with dtcpay considers satisfactory, and in the event the transaction is, in dtcpay’s opinion, not valid, no payment shall be made by dtcpay; or
(b) the Customer is identified by a third-party payment scheme it is subscribed to, or is suspected by dtcpay, to be a Point-Of-Compromise.

Digital Assets

7.31 The Customer acknowledges that the value of Digital Assets can go up and down depending on various factors. As such, dtcpay shall not be liable for any direct, indirect or consequential loss or damages suffered by the Customer (or any affiliate or Related Party of the Customer) including but not limited to loss of profits, loss of business, loss of opportunity, loss of anticipated savings, loss of data, depletion of goodwill, damage to reputation and like loss in relation to or resulting from the following circumstances, except for the following circumstances caused by dtcpay’s gross negligence, fraud or wilful default (which shall be treated as material breaches of the Agreement):

(a) changes in applicable laws, regulation, governmental policies, or any governmental decision that have the effect to prohibit, withdraw or suspend any Digital Asset-related trading or payment activities;
(b) the occurrence of a liquid or illiquid market, unusual market conditions, forking, abnormal price volatility, and information asymmetry in relation to Digital Assets;
(c) other issues with and risks in relation to the Digital Asset Network, including failure of, or viruses or glitches affecting, that network;
(d) total or partial interruption or a blockage of the telecommunications networks or electrical network that impede or prevent market access or market performance;(e) shutdown of any exchanges that dtcpay may use, where trading becomes incapable of being executed, including any downtime (scheduled or unscheduled), outage or any insolvency or bankruptcy of such exchanges;
(f) any trading suspension or termination by exchanges for whatever reason;
(g) any changes made to the underlying technology that may dilute the value of an existing Digital Asset position, including “forks”, “rollbacks” or failure to operate as intended;
(h) any issues relating to interoperability between dtcpay’s software and that of any Digital Asset Network, including but not limited to any loss caused as a result of dtcpay not updating software in response to a code update within a Digital Asset Network; or
(i) any other situation where the loss caused is beyond the reasonable control and not caused by intentional acts or omissions of dtcpay.

7.32 dtcpay will disclose to the Customer the proposed exchange rate for a conversion of Digital Assets to fiat currency, from fiat currency to Digital Assets or from Digital Assets to Digital Assets prior to such transaction being executed. While dtcpay will use reasonable endeavours to ensure that the transaction is executed at the same exchange rate as that which was disclosed, the Customer acknowledges that due to the high-volatility nature of Digital Assets, the exchange rate may change between the time of disclosure and the time of execution. The Customer further agrees that dtcpay shall have no liability to the Customer to account for, make up or reimburse any difference or loss arising from such change in the exchange rate.

7.33 These Terms shall supersede any other prior agreement or arrangement between the Parties in respect of their subject matter (including any Service).

7.34 By executing these Terms, the Customer acknowledges and agrees that its personal data will be collected, used and/or disclosed by dtcpay in accordance with its privacy policy and the PDPA. In particular, the Customer acknowledges and agrees that its personal data will be used by dtcpay (without limitation to the purposes set out in dtcpay’s privacy policy) for the purposes for which such personal data was provided pursuant to these Terms.

7.35 The Customer agrees, understands and acknowledges that:

(a) dtcpay reserves the right to reject or delay executing any instruction from the Customer if any such instruction is, in its sole determination, unclear, conflicting, inaccurate, incomplete, in an unapproved format or being transmitted via an unapproved communication channel or unauthorised person, or dtcpay suspects the instruction to be fraudulent or not otherwise authentic, or in breach of any of the security procedures of dtcpay and/or any applicable laws or regulation;
(b) Sale Digital Assets will be created and delivered to the Customer at the sole risk of the Customer on an “as is” basis and no representation or warranty is made in respect of the Digital Asset Network applicable to the Sale Digital Assets;
(c) Sale Digital Assets involve significant risks, all of which the Customer fully and completely acknowledges and assumes, including the risk that the Sale Digital Assets may decrease in value over time and/or lose all monetary value;
(d) personal data of the End User may be required by dtcpay in order to fulfil its obligations under these Terms or any referral agreement between dtcpay and the Customer and to provide the End User with the necessary log-in information to dtcpay’s platform. Accordingly, the Customer agrees to provide such End User’s personal data (as and when required by dtcpay) to dtcpay and the Customer shall ensure that any disclosure of such personal data occurs in accordance with the PDPA and other applicable laws and regulation;
(e) the Customer authorises and grants dtcpay the irrevocable consent to make the necessary checks and enquiries on the Customer, and obtain from any person, and/or verify with any source and/or disclose or release any information and/or data on the Customer to any person or source as dtcpay may, from time to time, deem fit or appropriate, without any liability or notice to the Customer;
(f) dtcpay has the sole discretion to reject the proposed appointment of any Authorised Person without assigning any reason;
(g) all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operational failure shall lie solely with the Customer;
(h) dtcpay shall be indemnified from and against any and all losses resulting directly or indirectly from any communication and/or instructions issued or purported to be issued by the Customer, including those arising from the acceptance or execution (including where issued, or purported to be issued, in the name of an Authorised Person);
(i) dtcpay shall not be held responsible for any non-performance or delay of any of its obligations that is caused by circumstances beyond its control, which includes acts of God, terrorism or the threat of terrorism, sabotage, equipment failures, issuance or operation of any adverse governmental law or regulation, or any other emergency that prevents dtcpay from operating normally;
(j) dtcpay shall not be held responsible for any delay in confirmation of any transactions on a Digital Asset Network and shall not be liable for any losses (whether direct or indirect) that the Customer might suffer as a result of such delays. The Customer shall factor in such possibility of delays in confirming any transaction prior to executing any transactions with dtcpay;
(k) the Customer further agrees, represents and warrants that the Customer is solely responsible for any decision to enter into a transaction subject to these Terms, including the evaluation of any and all risks related to any such transaction, and in entering into any such transaction, the Customer has not relied on any statement or other representation of dtcpay other than as expressly set forth herein; and
(l) dtcpay reserves the right to amend and update these Terms as and when dtcpay deems it necessary.

Support and operating hours

7.36 Telephone support will be provided by dtcpay between the hours of 9:00 am and 6:00 pm Singapore Time, Monday through Friday, excluding gazetted Singapore national holidays. Telephone support services will include assistance related to routine questions regarding use of the Services and for identified errors or malfunctions, where reasonably available.

Response hours are between the hours of 9:00 am and 6:00 pm Singapore Time, Monday through Friday, excluding gazetted Singapore national holidays. dtcpay operation staff will be available via the telephone number posted on the dtcpay website (www.dtcpay.com).

Third-party rights

7.37 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

Costs

7.38 Each party shall bear its own legal, professional and other costs and expenses incurred by it in connection with these Terms and their engagement with each other hereto.

No assignment

7.39 Each Party may not assign its rights under these Terms without the prior written consent of the other Party, except that dtcpay may at any time assign its rights under these Terms to any of its affiliates.

Illegality

7.40 If any term or provision (or part thereof) in these Terms shall be held to be illegal or unenforceable under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the enforceability of the remainder of these Terms shall not be affected.

No waiver

7.41 No failure or delay by a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

Complaints

7.42 Any complaints about dtcpay or any Service should first be addressed to dtcpay at contact.us@dtcpay.com. You agree that all responses from dtcpay relating to such complaints may be sent to you by email.

Arbitration

7.43 Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination (and for the avoidance of doubt, regarding any complaint that cannot be resolved via the process outlined in Clause 7.42 above), shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause.

Additionally:

(a) the seat of the arbitration shall be Singapore;
(b) the tribunal shall consist of one (1) arbitrator; and
(c) the language of the arbitration shall be in English.

Applicable law

7.44 These Terms shall be governed by the laws of the Republic of Singapore.

Whole agreement

7.45 These Terms (together with the Engagement Letter any other documents referred to herein as forming part of the Terms) constitute the whole agreement between the parties hereto and no variations or amendments hereto proposed by the Customer shall be effective unless consented to by dtcpay in writing.

8. REGULATORY DISCLOSURES

DIGITAL TREASURES CENTER PTE. LTD.
Risk Warning on Digital Asset Services
RISK WARNING ON DIGITAL ASSET SERVICES

The Monetary Authority of Singapore (“MAS”) requires DIGITAL TREASURES CENTER PTE LTD (Licence No. PS20200531) to provide this risk warning to you as a customer of a Digital Asset (“DPT”) service provider.

Before you pay your DPT service provider any money or DPT, you should be aware of the following.

Your DPT service provider is licensed by MAS to provide DPT services. Please note that this does not mean you will be able to recover all the money or DPTs you paid to your DPT service provider if your DPT service provider’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 your DPT service provider.

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 your DPT service provider, 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”.

Safeguarding and segregation of customer assets

Assets of our customers are segregated from dtcpay’s own assets (using a separate wallet and blockchain address) and held for the benefit of our customers. All our customers’ assets are held in an omnibus wallet on a commingled basis as permitted under applicable regulation, and accordingly, customers share the risk of any shortfall in such segregated assets in the event of dtcpay’s insolvency. Upon such insolvency event occurring, customer assets will not be available to satisfy claims of general creditors, but will instead be claimable only by customers in proportion to their entitlement, on a pro rata basis.

Safeguarding of relevant money

Separately, we will safeguard relevant money (which may include your funds) by placing it in a trust account with a safeguarding institution, as required under the Payment Services Act 2019.

9. ADDITIONAL TERMS FOR USER PROTECTION PURSUANT TO EPAYMENTS USER PROTECTION GUIDELINES

You (“Account Holder”) to provide contact information and monitor notifications about your payment account with dtcpay (the “Protected Account”)

9.1 The Account Holder shall be required to provide us with contact details as required by us in order to send the Account Holder transaction notifications. Where the Protected Account is a joint account, the Account Holders should jointly give instructions to us on whether we should send transaction notifications to any or all the Account Holders. The duties of the Account Holders in will apply to all the Account Holders that dtcpay has been instructed to send transaction notifications to.

9.2 The Account Holder shall be required at a minimum to provide the following contact information which must be complete and accurate, to us:

(a) where the Account Holder has opted to receive transaction notifications by SMS, his Singapore mobile phone number; or
(b) where the Account Holder has opted to receive notification by email, his email address.

9.3 It is the Account Holder’s responsibility to enable transaction notification alerts on any device used to receive transaction notifications from us and to monitor the transaction notifications sent to the contact address. We may assume that the Account Holder will monitor such transaction notifications without further reminders or repeat notifications.

Transfer Notifications

9.4 We will provide Transaction Notifications that fulfil the following criteria to you that we have been instructed to send, in respect of all transactions (of any amount) made to or from your account (“Notifiable Transaction”).

(a) the Transaction Notification will be sent to your contact address. If you have provided more than one contact address to us, the Transaction Notification will be sent to every contact address selected by you to receive such notifications.
(b) the Transaction Notification will be sent on a real time basis for each transaction or on a batched basis at least once every 24 hours to consolidate every notifiable transaction made in the past 24 hours. We may but are not obligated to send both real time notifications and daily batched notifications to you.
(c) the Transaction Notification will be conveyed to the Account Holder by way of SMS or email. An in-app notification will be accompanied by an SMS or email notification that meets the deadline in sub-paragraph (b) above.
(d) the Transaction Notification will contain the following information, but we may omit any confidential information provided that the information provided to you still allows you to identify the transaction as being an authorized transaction or unauthorized transaction: (i) information that allows you to identify the Protected Account such as the Protected Account number; (ii) information that allows you to identify the Recipient whether by name or by other credentials such as the Recipient’s account number; (iii) information that allows us to later identify you, the Protected Account, and the recipient account such as each account number or name; (iv) transaction amount; (v) transaction time and date; (vi) transaction type; (vii) if the transaction is for goods and services provided by a business, the trading name of the merchant and where possible, the merchant’s reference number for the transaction.

Account user to protect access codes and access to protected account

9.5 You should not do any of the following:

(a) voluntarily disclose any Access Code to any third party;
(b) disclose the PIN in a recognizable way on any Wallet, authentication device, or any container for the Wallet; or
(c) keep a record of any PIN in a way that allows any third party to easily misuse the PIN

9.6 If you keep a record of any PIN, 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 the Account User; and
(b) keeping the record in a place where the record is unlikely to be found by a third party.

9.7 You shall at the minimum do the following where a device is used to access the Protected Account:

(a) update the device’s browser to the latest version available;
(b) patch the device’s operating systems 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.

9.8 You should inform all other Account Users, if any, of the security instructions or advice provided by us.
An Account User should follow security instructions or advice provided by us to you.