Standard MMBOS Terms & Conditions
These standard terms and conditions (“Standard MMBOS Ts&Cs”) govern the access and use of the MatchMove Banking Operating System(“MMBOS”) by all entities ( “Partner/ You/Your”) who have signed the MMBOS Agreement ( “MMBOS Agreement”) with MatchMove, a company incorporated in Singapore with registration number 200902936W having its registered office at 137 Telok Ayer Street, #03-03, Singapore 068602, or MatchMove’s affiliates in various countries or subsidiaries (the "Provider/Us").
We have developed and provide the proprietary MatchMove Banking Operating System ("MMBOS") as a PCI-DSS certified platform-as-a-service, which consists of a set of software and hardware technologies, API libraries and secure switching connections to other major global networks and financial institutions, in addition to relevant technical support and management reporting tools. MMBOS and related products and services gives organizations the ability to develop specific digital capabilities for regulatory compliant payments, cross-border remittances, lending, insurance and investments (Spend. Send. Lend. Defend. Ascend. TM), and subsequently deploy such capabilities securely to Your Users across the internet, and in various form factors, including mobile apps, web pages, wearables and IoT devices, amongst others. Users may include Your customers and/or employees, and/or approved business partners (“Users”) and as specified in the Agreement
Except to the extent expressly provided otherwise, in these MMBOS Standard Ts&Cs :
1.1. "Account" means an account enabling a User to access and use the Platform Services, including both administrator accounts and user accounts and for an individual user, includes any account opened for a Minor at the request of the Guardian/Parent and the Minor is represented in all transactions by the Guardian until attainment of majority, i.e. the Guardian/Parent is solely and exclusively liable and responsible for all the charges/expenses/other monies incurred/due and payable.
1.2. "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity and with respect to You, includes only entities that operate under the same brand as You.
1.3. “AML" means anti money laundering and refers to a set of procedures, laws or regulations designed to stop the practice of generating income through illegal means;
1.4. “API” means a set of functions and procedures that allow the creation of applications which access the features or data of an operating system, application, or other service;
1.5. “BIN" means the Bank Identification Numbers which uniquely identifies the bank issuing the virtual or physical card, where such a card may, for example, be a charge card, debit card, credit card, prepaid card or an electronic gift card;
1.6. "Business Day(s)" means any weekday other than a bank or public holiday in Singapore;
1.7. "Business Hours" means the hours of 09:00 to 17:00 SGT on a Business Day;
1.8. "Charges" means the following amounts:
1.8.1 The amounts specified in Schedule 2 of the MMBOS Agreement; and
1.8.2 The amounts as may be agreed in writing by the parties from time to time
1.9. "Control(s)" means the legal power to control directly or indirectly the management of an entity (and "Controlled" should be construed accordingly);
1.10. "Closed Loop” means transactions on the MMBOS that do not go through a Network;
1.11. "Confidential Information" means:
1.11.1 Any information disclosed by a Party to the other Party during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) Was marked or described as "Confidential"; or
(ii) Should have been reasonably understood by the other to be confidential;
(iii) Partner Data;
1.11.2 The terms of the MMBOS Agreement.
1.12. "Customization" means a customization of the Platform Services, whether made through the development, configuration or integration of software, or otherwise;
1.13. "Documentation" means the documentation for the Platform Services produced by Us including service level agreements and delivered or made available by Us on our website or otherwise to You;
1.14. "Effective Date" means the date of execution of the MMBOS Agreement;
1.15. "Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by Us exclusively in connection with the performance of our obligations under these MMBOS Standard Ts&Cs;
1.16. “Force Majeure Event” has the meaning as defined in Clause 21.1 of these MMBOS Standard Ts&Cs;
1.17. “Guardian/Parent” refers to the legal and/or natural guardian of the Minor;
1.18. "Indemnity Event" has the meaning given to it in Clause 17.1;
1.19. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, utility models, and rights in designs;
1.20. “Effective Launch Date” or “Launch Date” means 60 days after the UAT/Pre-Production version of the Platform is made accessible to You, or the public launch of Partner Program, whichever is sooner. For avoidance of doubt, public launch shall mean the day Your first end-user or customer utilises any of the MMBOS platform features in the Production environment
1.21. "Maintenance Services" means the general maintenance of the Platform and Platform Services, and the application of Updates and Upgrades;
1.22. "Minimum Term" means, in respect of these MMBOS Standard Ts&Cs and the MMBOS Agreement, the period of two (2) years beginning on the Effective Date;
1.23. “Minor” refers to an infant or person who is under the age of legal competence according to the laws of the country the Minor is residing e.g. in Singapore, under the age of 18 years old.
1.24. "Network" means a major national or international network such as American Express, Mastercard, Visa, JCB, Discover, UnionPay, Thunes, Moneygram, Wallex, Currrencycloud or any other global network contracted by Provider to switch and settle transactions between merchants and/or users, according to its own standards and protocols;
1.25. "Open Loop" means transactions on the MMBOS that go through a Network;
1.26. "Partner Data" means all data, works and materials: uploaded to or stored on the Platform by You; transmitted by the Platform at your instigation; supplied by You to Us for uploading to, transmission by or storage on the Platform;
1.27. “Partner Mobile App" means the mobile application that is commissioned by You either from Us or from an approved third party mobile app developer provider, and is made available for general distribution by You through the Google Play Store and/or the Apple App Store, and only after obtaining an acceptable security review or VAPT from Us or an accredited third-party;
1.28. "Partner Personal Data" means Personal Data of a Your User that is processed by Us on behalf of You in relation to these MMBOS Standard Ts&Cs;
1.29. "Partner Systems" means Your hardware and software systems that interact with, or may reasonably be expected to interact with, the Platform Services;
1.30. "Platform Access Services" means the configuration of MMBOS for You to access in accordance with Documentation (Platform Service Information);
1.31. "Platform Services" means all or part of the MMBOS, as specified in the Platform Services Specification, which will be made available by Us to You as a service via secure digital API connections, management and performance reporting tools and technical support services and in accordance with these MMBOS Standard Ts&Cs ;
1.32. "Platform Services Defect" means a defect, error or bug in the Platform having a material adverse effect on operation, functionality or performance of the Platform Services, but excluding any defect, error or bug caused by or arising as a result of:
1.32.1 Any act or omission by You or any person authorized by You to use the Platform or Platform Services;
1.32.2 Any use of the Platform or Platform Services contrary to the Documentation, whether by You or by any person authorized by You;
1.32.3 A failure on your part to perform or observe any of its obligations in these MMBOS Standard Ts&Cs or the MMBOS Agreement; and/or
1.32.4 An incompatibility between the Platform or Platform Services and any other system, network, application, program, hardware or software not specified as compatible in the Platform Services Specification;
1.33. "Platform Services Specification" means the specification for the Platform and Platform Services set out in Documentation Platform Services particulars and described and updated from time to time in the Documentation available at https://www.matchmove.com/terms
1.34. "Personal Data" has the meaning given to it in any law covering the personal data, including the Singapore Personal Data Protection Act, https://www.pdpc.gov.sg/Overview-of-PDPA/The-Legislation/Personal-Data-Protection-Act and all other country’s privacy laws, including data protection laws and regulations applicable to MatchMove in the performance of the Services under the MMBOS Agreement;
1.35. “Platform” or “MMBOS" means the platform developed and managed by Us and used by You to provide the Platform Services, including the application and database software for the Platform Services, the system and server software used to provide the Platform Services, and the computer hardware on which that application, database, system and server software is installed, the technical documentation and support, and the reporting tools for customer management, business management and infrastructure monitoring, and includes UAT/Pre-Prod and the Live Production System ;
1.36. “Pool Account” means a non-operative current account opened for You by Us with a bank selected by Us.
1.37. "Provider Representatives" means the person or persons identified as such in Clause 36 (Representatives), and any additional or replacement persons that may be appointed by Us giving to You written notice of the appointment;
1.38. “Regulator” means the central banks or national body/bodies responsible for developing policies relevant to the MMBOS Platform and Services, and enforcing such policies in the Territory. For example, this includes Monetary Authority of Singapore(MAS), Bank Indonesia, Reserve Bank of India, Bangko Sentral ng Pilipinas, and their equivalents in the Territory in which MMBOS is made available to You.
1.39. “Regulatory” means the policies and laws as directed by the Regulator in the Territory.
1.40. "Schedule" means any schedule attached to the main body of these MMBOS Standard Ts&Cs and/or the MMBOS Agreement;
1.41. "Services" means any services that we provide to You, or have an obligation to provide to You, under these MMBOS Standard Ts&Cs and the MMBOS Agreement;
1.42. "Services Order Form" means an online order form published by Us and available on MatchMove Support Portal (https://support.matchmove.com) and completed and submitted by You in each case incorporating these Terms and Conditions by reference;
1.43. "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Platform Services, but shall not include the provision of training services;
1.44. "Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
1.45. "Term" means the term as defined in the MMBOS Agreement;
1.46. “Territory" means country or countries where the Services in these MMBOS Standard Ts&Cs are valid and available as specified in Schedule 2 of the MMBOS Agreement;
1.47. "Update" means a hotfix, patch or minor version update to any Platform software; and
1.48. "Upgrade" means a major version upgrade of any Platform software.
1.49. “User(s)” shall have the meaning given to it in Recital 2 of these MMBOS Standard Ts&Cs .
1.50. “VAPT” means the Vulnerability and Penetration Test that must be satisfactorily passed by all your products that connect to the MMBOS Platform. The VAPT must be conducted prior to the initial launch on the Production environment, and thereafter every 12 months, or whenever there is a significant change to the software or protocols of the Your product, whichever is sooner. You may choose Us to conduct such VAPT tests or You may utilise the services of an accredited third party. You remain fully responsible for the quality and security of Your product(s) and software, and under no circumstances will We be liable for any errors or omissions that affect the quality and security of Your product and software.
2. Platform Access Services
2.1. We shall provide You with access to the MMBOS Platform in two distinct stages, both of which must comply with the Terms of the Agreement, including these Ts&Cs:
2.1.1. UAT/Pre-Prod environment where You can develop and test your intended products in a closed or sandbox environment with dummy data. Since the UAT/Pre-Prod environment is subject to regular updates, Production Environment level SLAs may not apply. Due to Regulator or Network rules, the UAT/Pre-Prod environment may not contain all the services that would be available in the Production environment.
2.1.2. Production Environment , which is the real-world environment where all transactions are considered valid, all data is real, Your Users are on-boarded and all Network, local Regulatory requirements and SLA’s are in full effect.
2.1.3. We shall use all reasonable endeavors to ensure that Platform Access Services are provided according to the initial plan indicated in Schedule  of the MMBOS Agreement.
2.2. You acknowledge that a delay in You performing your obligations in these MMBOS Standard Ts&Cs may result in a delay in the performance of the provision of the Platform Access Services and we will not be liable to You in respect of any failure to meet the timetable to the extent that that failure arises out of a delay in You performing your obligations.
3. Platform Services
3.1. We hereby grant to You a non-exclusive licence to use the Platform Services in accordance with the Documentation during the Term in the Territory.
3.2. Except to the extent expressly permitted in these MMBOS Standard Ts&Cs or required by law on a non-excludable basis, the licence granted by Us to You under this Clause 3 is subject to the following prohibitions:
3.2.1 You must not sub-license your right to access and use the Platform Services;
3.2.2 You must not permit any unauthorized person to access or use the Platform Services;
3.3. You acknowledge and agree that Documentation and local Regulator rules shall govern the availability of the Platform Services.
3.4. You must comply with and must ensure that all persons using the Platform Services are only with Uour authority or by means of an Account that complies the with Documentation and these Ts&Cs.
3.5. You must not use the Platform Services in any way that causes, or may cause, damage to the Platform Services or Platform or impairment of the availability or accessibility of the Platform Services.
3.6. You must not use the Platform Services:
3.6.1 In any way that is unlawful, illegal, fraudulent or harmful; or
3.6.2 In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.7. For the avoidance of doubt, You have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.1. We may agree with You during the Term that we shall design, develop and implement Customisations in accordance with a specification and project plan and pricing as agreed in writing by us.
4.2. All Intellectual Property Rights in the Customisations shall be Our exclusive property (unless the parties agree otherwise in writing).
4.3. From the time and date when a Customisation is first delivered or made available by Us to You, the Customisation shall form part of the Platform, and accordingly from that time and date Your right to use the Customisation shall be governed by Clause 3.
5. Maintenance Services
5.1. We shall provide Maintenance Services to You during the Term, in accordance with Documentation.
5.2. We may suspend the provision of the Maintenance Services if any amount due to be paid by You to Us under these MMBOS Standard Ts&Cs is overdue, and we have given to You at least thirty (30) days' written notice, following the amount becoming overdue, of our intention to suspend the Maintenance Services on this basis.
5.3 Where Updates and Upgrades are required by Regulators or otherwise by applicable laws and regulations, You shall allow and fully assist Us to install such Updates and Upgrades without delay. For other Updates and Upgrades, You shall have 30 days to implement such Updates and Upgrades.
6. Support Services
6.1. We shall provide the Support Services to You during the Term in accordance with Documentation.
6.2. We shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.
6.3. We may suspend the provision of the Support Services if any amount due to be paid by You to Us under these MMBOS Standard Ts&Cs is overdue, and we have given to You at least thirty (30) days’ written notice, following the amount becoming overdue, of our intention to suspend the Support Services on this basis.
7. Partner Data
7.1. You hereby grant to Us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Your Data to the extent reasonably required for the performance of our obligations to Regulators and Networks, enhancing product development, and the exercise of our rights under these MMBOS Standard Ts&Cs .
7.2. You warrant to Us that the Your Data when used by Us in accordance with these MMBOS Standard Ts&Cs will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law and to indemnify Us in the event of any breach.
7.3. We agree not to use any Your Data for our other partners or transfer any Partner Data to our other partners, except licensed partners or any third parties notified to You under the MMBOS Agreement.
7.4. We may also disclose or transfer Partner Data to Regulator or government bodies and authorities as required by law. You will be informed if such requests are made.
8. Mobile Apps
8.1 We acknowledge and agree that You may integrate the MMBOS capabilities into an existing or new Partner Mobile App to be developed either:
8.1.1. By You; or
8.1.2. 10.1.2 At Your cost by an agent appointed by You; or
8.1.3. At Your cost and developed by Us.
8.2. The parties acknowledge and agree that in the case of a Partner Mobile App as developed by You or your appointed agent, the parties' respective rights and obligations in relation to the Partner Mobile App and any liabilities of ours arising out of the use of the Partner Mobile App shall be subject to the agreed terms and conditions, and this will not create or impose any liabilities on Us. You will however ensure that the development and usage of the Partner Mobile App is at all times subject to the terms of these MMBOS Standard Ts&Cs .
8.3. The parties further acknowledge and agree that in the case of a Partner Mobile App developed by Us, the parties' respective rights and obligations in relation to the Partner Mobile App and any liabilities of ours arising out of the use of the MMBOS by the Partner Mobile App shall be subject to the terms and conditions of these MMBOS Standard Ts&Cs, the MMBOS Agreement and any further changes as mutually agreed in writing.
9. Intellectual Property
9.1. You acknowledge and agree that We own all the Intellectual Property of MMBOS including services and the documentation. Except as expressly stated herein, these MMBOS Standard Ts&Cs and the MMBOS Agreement do not grant You any rights to, or in, patents, copyrights database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the services or the documentation.
9.2. To the extent that any modifications or improvements to the application, services and/or the documentation are carried out under or in connection with these MMBOS Standard Ts&Cs or with the MMBOS Agreement by Us, all intellectual property rights to such underlying ideas and in any resulting improvements or modifications shall be assigned to and shall vest with and be solely owned by Us, unless agreed in writing by both parties.
9.3. We acknowledge and agree that You retain ownership of all pre-existing Intellectual Property that belongs to or was created by You without any reference to the application, services and/or the documentation carried out under or in connection with these MMBOS Standard Ts&Cs by Us.
9.4. Nothing in these MMBOS Standard Ts&Cs shall operate to assign or transfer any Intellectual Property Rights from Us to You, or from You to Us.
10.1. You shall pay the charges to Us in accordance with these MMBOS Standard Ts&Cs and Schedule 2 of the MMBOS Agreement. We reserve the right to review the prices mentioned in Schedule 2 of the MMBOS Agreement once per year upon written notice to You and such review may result in increased cost of Services by an amount sufficient to reasonably cover our increased expenses. Discrepancy with this review, if any, shall be raised by You within seven (7) days of receipt of notice of the same.
10.2. The Parties agree and acknowledge that any amount payable by Us to You (where applicable) under these MMBOS Standard Ts&Cs and the MMBOS Agreement shall be paid as net of all charges due to You as on that respective month. Any shortfall post settlement of net charges shall be paid by You as per the Payment Terms specified in the Agreement.
10.3. For the avoidance of doubt, we may elect to vary any element of the Charges by giving to You not less than thirty (30) days' written notice of the variation on any anniversary of the date of execution of the MMBOS Agreement, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds two (2) % over the percentage increase of the Consumer Price Index in the Territory during the same period.
11. Payments & Taxes
11.1. We shall issue invoices for the Charges to You from time to time during the Term.
11.2. All payments shall be made in the mutually agreed upon currency as listed in Schedule 2 of the MMBOS Agreement to the designated bank account indicated in the invoice (issued electronically) within fifteen (15) days by electronic funds transfer.
11.3. You must pay the Charges by bank transfer or using such payment details as are notified by Us to You from time to time.
11.4. If You do not pay any amount properly due to Us under these MMBOS Standard Ts&Cs or the MMBOS Agreement, including but not limited to any initial payment required, within thirty (30) days from the date of receipt of the invoice, You shall pay late payment interest of two (2) % per month, effective from the date of late payment, up to and including the date of total payment to Us by You and pro rata in case of a partial month and, we at our discretion may implement a service attenuation plan as may be prepared by Us from time to time, without prejudice to any other rights contained in these MMBOS Standard Ts&Cs . We may, if You fail to pay us any amounts due to us pursuant to these MMBOS Standard Ts&Cs or the MMBOS Agreement on the due date, offset such amounts against any other amounts owed by Us to You under these MMBOS Standard Ts&Cs, the MMBOS Agreement or any other agreement(s).
11.5. Except as specifically prescribed in these MMBOS Standard Ts&Cs or the MMBOS Agreement, each Party is separately responsible for their own taxes payable in connection with these MMBOS Standard Ts&Cs and the MMBOS Agreement.
11.6. All sums payable (if any) shall be paid in full, free of all deductions and withholdings of any kind except where any deduction or withholding is required by law.
11.7. The Charges excludes applicable taxes. Where applicable tax is payable, You agrees that the Charges will be increased by an amount equivalent to the taxes as applicable.
11.8. If any service provider or vendor of ours involved in the services under these MMBOS Standard Ts&Cs and the MMBOS Agreement introduces or increases a new fee or increase their fees/charges to us, we shall be entitled to increase the Charges accordingly by notifying You thirty (30) day in advance.
12. Confidentiality obligations
12.1. The Parties must:
12.1.1. Keep the other party's Confidential Information including access granted to development portal and any access to other linked contents or platforms strictly confidential; and
12.1.2. Not disclose the other party's Confidential Information to any person without the other party’s prior written consent.
12.2. This Clause 12 imposes no obligations upon a party with respect to the other party’s Confidential Information that:
12.2.1. Is known to the party before disclosure under these MMBOS Standard Ts&Cs and the MMBOS Agreement and is not subject to any other obligation of confidentiality; or
12.2.2. Is or becomes publicly known through no act or default of a party.
12.3. The restrictions in this Clause 12 do not apply to the extent that any party’s Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of a party on any recognised stock exchange.
12.4. We agree not to use any of Your Confidential Information for our other partners or transfer any of Your Confidential Information to Our other partners, except licensed partners or any third parties notified to You under the MMBOS Agreement.
12.5. Upon the termination of the MMBOS Agreement each party must immediately cease to use the other party’s Confidential Information.
12.6. Within ten (10) Business Days following the date of termination of the MMBOS Agreement, each party must destroy or return to the other party (at the other party’s option) all media containing Confidential Information and must irrevocably delete the other parties Confidential Information from its computer systems, unless otherwise required by regulators or local laws.
12.7. The provisions of this Clause 12 shall continue in force for a period of three (3) years following the termination of the MMBOS Agreement.
13.1. You may not make any public disclosures relating to these MMBOS Standard Ts&Cs and the MMBOS Agreement whether to Our (but not limited to) banking partners, technology partner, Network or in relation to the subject matter of these MMBOS Standard Ts&Cs and the MMBOS Agreement (including disclosures in press releases, public announcements and marketing materials) without Our prior written consent, such consent shall not to be unreasonably withheld or delayed if applicable. Any breach of this provision by You shall without prejudice require You to immediately rectify the breach by issuing such corrigendum as may be directed by Us and pay per instance a cost equal to one month’s fees payable to Us under these MMBOS Standard Ts&Cs .
13.2. Nothing in this Clause 13 shall be construed as limiting the obligations of the parties under Clause 12.
14. Data protection
14.1. You warrant to Us that you have the legal right to disclose all Personal Data disclosed to You under or in connection with these MMBOS Standard Ts&Cs and the MMBOS Agreement.
14.2. We warrant to You that:
14.2.1. We have in place appropriate security measures (both technical and organisational) against unlawful or unauthorized processing of Partner Personal Data and against loss or corruption of Partner Personal Data;
14.2.2. We will only process the Partner Personal Data for the purposes of performing its obligations and exercising its rights under these MMBOS Standard Ts&Cs; and
14.2.3. We will process the Partner Personal Data in compliance with all applicable laws.
14.3. We shall ensure that access to the Partner Personal Data is limited to only those personnel of Ours who have a reasonable need to access the Partner Personal Data to enable Us to perform our duties under these MMBOS Standard Ts&Cs .
14.4. We agree not to use any Partner Personal Data for our other partners or transfer any Partner Personal Data to our other partners, except licensed partners or any third parties notified to You under the MMBOS Agreement. We may also be required to disclose or transfer Partner Personal Data to government bodies and authorities as required by law. You will be informed if this is required.
15.1.Each party warrants that:
15.1.1. The party has the legal right and authority to enter into the MMBOS Agreement and these MMBOS Standard Ts&Cs and to perform its obligations under the MMBOS Agreement and these MMBOS Standard Ts&Cs ;
15.1.2. The party will comply with all applicable legal and regulatory requirements, regulations, notices, and guidelines issued by the relevant government and regulatory body and relevant licensed financial institution of the country where the Platform Services are being provided, including the applicable laws on Prevention of Money Laundering and Countering the Financing of Terrorism and KYC regulations of the country; and
15.1.3. The party has access to all necessary know-how, expertise and experience to perform its obligations under these MMBOS Standard Ts&Cs.
15.2. Each party warrants to the other party that the Platform Services, when used in accordance with the MMBOS Agreement and these MMBOS Standard Ts&Cs, will not breach any laws, statutes or regulations applicable under local law in the Territory.
15.3. We warrant to You that:
15.3.1. The Platform and Platform Services will conform in all material respects with the Platform Services Specification;
15.3.2. The Platform will incorporate security features reflecting the requirements of good industry practice.
15.4. You warrant to Us that:
15.4.1. Your software and services that utilise the MMMBOS Platform and Platform Services will conform in all material respects with the Platform Services Specification;
15.4.2 Your software and services will incorporate security features reflecting the requirements of good industry practice.
15.5. All of the parties' warranties and representations in respect of the subject matter of the MMBOS Agreement and these MMBOS Standard Ts&Cs are expressly set out in the MMBOS Agreement and these MMBOS Standard Ts&Cs respectively. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the MMBOS Agreement and these MMBOS Standard Ts&Cs will be implied into the MMBOS Agreement and these MMBOS Standard Ts&Cs or any related contract.
16. Acknowledgements and warranty limitations
16.1. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the MMBOS Agreement and these MMBOS Standard Ts&Cs , we give no warranty or representation that the Platform Services will always be wholly free from defects, errors and bugs.
16.2. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the MMBOS Agreement and these MMBOS Standard Ts&Cs, we give no warranty or representation that the Platform Services will always be entirely secure.
16.3. You acknowledge that the Platform Services are designed to be compatible only with that software and those systems specified as compatible in the Platform Services Specification; and we do not warrant or represent that the Platform Services will be compatible with any other software or systems.
17.1. Each party shall indemnify and shall keep indemnified the other party against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the other party and arising directly or indirectly as a result of any breach by a party to the MMBOS Agreement or these MMBOS Standard Ts&Cs ("Indemnity Event").
17.2. Each party must:
17.2.1. Upon becoming aware of an actual or potential Indemnity Event, notify the other party;
17.2.2. Provide the other party with all such assistance as may be reasonably requested by the other party in relation to the Indemnity Event;
17.2.3. Allow the other party the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Indemnity Event; and;
17.2.4. Not admit liability to any third party in connection with the Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Indemnity Event without the prior written consent of the other party
18. Limitations and exclusions of liability
18.1. Except as expressly and specifically provided in this agreement:
18.1.1. You assume sole responsibility for results obtained from the use of the Services and the Documentation by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions taken by Us at your direction;
18.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
18.1.3. the Services and the Documentation are provided to You on an "as is" basis.
18.2. Nothing in this agreement excludes the liability of Us:
18.2.1. for death or personal injury caused by our negligence; or
18.2.2. for fraud or fraudulent misrepresentation.
18.3. Subject to clause 18.1 and clause:
18.3.1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
18.3.2. our total aggregate liability in contract (including in respect of the indemnity at clause 17, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total amount paid by You to Us under the MMBOS Agreement and these MMBOS Standard Ts&Cs in the Twelve (12) month period preceding the commencement of the event or events.
18.4. However, in the event of a dispute reaching to the Court or arbitration, as the case may be, it is agreed that the aggregate liability of each party to the other party under these the MMBOS Agreement and MMBOS Standard Ts&Cs shall not exceed the greater of:
18.4.1. The total amount paid and payable by You to Us up to the date that those liabilities are confirmed by court/arbitration centre.
18.4.2. The total amount paid and payable by Us to You up to the date that those liabilities are confirmed by court/arbitration centre.
18.5. Nothing in this agreement excludes the liability of the Partner for any breach, infringement or misappropriation of the Provider’s Intellectual Property Rights”.
19. Non-solicitation of personnel
Either party must not, without the prior written consent of the party, either during the Term or within the period of six (6) months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the other who has been involved in any way in the negotiation or performance of the MMBOS Agreement or these MMBOS Standard Ts&Cs .
20.1. Either party must not assign, transfer or otherwise deal with the contractual rights and/or obligations under the MMBOS Agreement or these MMBOS Standard Ts&Cs without the prior written consent of other Party, such consent not to be unreasonably withheld or delayed, provided that each party may assign the entirety of its rights and obligations under the MMBOS Agreement and these MMBOS Standard Ts&Cs to any Affiliate of said party or to any successor to all or a substantial part of the business of the said party from time to time.
21.1. The Parties shall have no liability to the other Party under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood,storm or default of suppliers or sub-contractors (“Force Majeure Event”), provided that the other Party is notified of such an event and its expected duration.
21.2. The Parties hereby acknowledge that while current events related to the COVID-19 pandemic are known, future impacts of the outbreak are unforeseeable and shall be considered a Force Majeure Event to the extent that they prevent the performance of a Party's obligations under this Agreement.
21.3. Notwithstanding the foregoing, should a Force Majeure Event suffered by a Party extend beyond three (3) monthsperiod, the other Party may then terminate these MMBOS Standard Ts&Cs and the MMBOS Agreement, by prior written notice of 3 (three) days to the non-performing party.
22. No waivers
22.1. No breach of any provision of the MMBOS Agreement or these MMBOS Standard Ts&Cs will be waived except with the express written consent of the party not in breach.
22.2. No waiver of any breach of any provision of the MMBOS Agreement or these MMBOS Standard Ts&Cs shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the MMBOS Agreement or these MMBOS Standard Ts&Cs.
23.1. If a provision of the MMBOS Agreement or these MMBOS Standard Ts&Cs is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. The parties shall use reasonable endeavours and good faith to agree upon a new provision that shall as nearly as possible have the same commercial effect as the void, invalid, illegal or unenforceable provision.
23.2. If any unlawful and/or unenforceable provision of the MMBOS Agreement or these MMBOS Standard Ts&Cs would be lawful or enforceable if part of it were deleted, that part will be deemed deleted, and the rest of the provisions will continue in effect.
24. Third party rights
24.1. The MMBOS Agreement and these MMBOS Standard Ts&Cs are for the benefit of the parties and are not intended to benefit or be enforceable by any third party.
24.2. The exercise of the parties' rights under the MMBOS Agreement and these MMBOS Standard Ts&Cs is not subject to the consent of any third party.
24.3. A person who is not a party to the MMBOS Agreement or these MMBOS Standard Ts&Cs shall have no right under the Contracts (Rights of Third Parties) Act to enforce any term of the MMBOS Agreement or these MMBOS Standard Ts&Cs .
The MMBOS Agreement and these MMBOS Standard Ts&Cs may not be varied except by means of a written document signed by or on behalf of each party.
26. No Partnership or Joint Venture
Nothing in the MMBOS Agreement or these MMBOS Standard Ts&Cs shall constitute or be construed as constituting a partnership or joint venture between the parties or shall authorise one party to enter into contractual relationship or incur obligations on behalf of the other party.
27. Entire agreement
27.1. The main body of these MMBOS Standard Ts&Cs and the Schedules are incorporated into the MMBOS Agreement signed by the parties and shall constitute the entire agreement between the parties in relation to the subject matter of these MMBOS Standard Ts&Cs and the MMBOS Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
27.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into these MMBOS Standard Ts&Cs.
28. Law and Dispute Resolution
28.1. These MMBOS Standard Ts&Cs and all amendments (if any) thereto shall be governed exclusively by and construed in accordance with the substantive laws of the Territory.
28.2. Any disputes relating to these MMBOS Standard Ts&Cs shall be subject to Arbitration.
28.3. If there is any dispute in connection with these MMBOS Standard Ts&Cs , the parties will resolve the dispute through negotiation and conciliation. In case the negotiation and conciliation are not successful, the dispute shall be referred by either party and finally settled by the Singapore International Arbitration Centre in Singapore. The arbitration panel shall include three (3) arbitrators to be appointed in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (‘SIAC’). The arbitration shall take place in Singapore and the language of the arbitration shall be English.
29.1. References in these MMBOS Standard Ts&Cs to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
SCHEDULE X: ROLES AND RESPONSIBILITIES OF PARTIES
1. Partner Roles and Responsibilities
1.1. Appoint a dedicated and suitably qualified project manager and project team to assist Us in the implementation of MMBOS
1.2. Comply with Our and Network brand guidelines for the use of logo and trademarks, where applicable;
1.3. Operate a call centre or service centre for Your end users, unless agreed otherwise in writing;
1.4. Handle fraud management, financial reporting/settlement, reconciliation settlement and customer management as instructed by Us;
1.5. Operate and execute KYC and AML monitoring in compliance with the requirements from Us according to the rules of the Network(s) and local regulations.
1.6. Provide and establish secure communication channels to access Our MMBOS features and functions, including but not limited to SSL, VPN, inter-country connects etc.
1.7. Promptly provide Us with copies of original settlement statements and transactions if not covered by Our systems, if necessary, and in order to determine revenues, expenses and profits;
1.8. Provide Us within Fourteen (14) days with information required for regulatory purposes e.g. taxation, compliance, AML and other regulatory requirements;
1.9. Provide Customer Service and online interface if instructed by Us; and
1.10. Provide prefund and collateral where if necessary for Partner program purposes, as described in Schedule 2 (Pricing Schedule). You may use Our name and logo to identify You as a Partner of Ours or as set forth in the Agreement. Your use of Our name and logo does not create any ownership right therein and all rights granted to You are reserved by Us.
2.Provider Roles and Responsibilities
1.1. Ensure setup, implementation and operation of MMBOS in accordance with Service Level Agreements (“SLA”) that is part of these MMBOS Standard Ts&Cs .
1.2. Provide both UAT/Pre-Prod and Production environments for Your integration into the MMBOS during implementation phase.
1.3. Provide You with helpdesk contact and support for UAT/Pre-Prod and Production environment issues according to the SLA attached to these MMBOS Standard Ts&Cs
1.4 Follow the your standard design manual for the use of the Your logo and name or contact You for approval of the same.
We may use your name and logo to identify You as a customer of ours or as set forth in the Agreement. Our use of the name and logo does not create any ownership right therein and all rights granted to Us are reserved by You.