Standard MMBOS Terms & Conditions
With Effect from June 1, 2023
These terms and conditions (“T&C”) govern the access and use of the MatchMove Banking Operating System (“MMBOS”) by You (“Partner/You/Your”) according to Your MMBOS Agreement (“Agreement”) with MatchMove ("Provider/We/Us").
Background
We have created our exclusive MatchMove Banking Operating System ("MMBOS") as a certified platform-as-a-service, adhering to PCI-DSS and ISO 27001 standards. This comprehensive system comprises a range of software and hardware technologies, API libraries, and secure connections to prominent global networks and financial institutions. It also encompasses technical support, management reporting tools, and secure switching capabilities ("MMBOS Platform" or "Platform"). With this Platform, You can seamlessly integrate specific financial technology features into your digital services, complying with regulations for payments, cross-border remittances, collections, lending, insurance, and investments. You can then deploy these capabilities to Your approved Users, whether they are Your customers, Your employees, or Your business partners, and only according to the terms of the Agreement. This deployment can take place across various digital channels, including mobile apps, web pages, wearables, IoT devices, and more, and only as described in the Agreement.
1. Platform Access Services
1.1 You may access to the Platform in two stages, which must always comply with the Agreement:
1.1.1 UAT/Pre-Prod Environment which enables You to develop and test Your intended products in a controlled or simulated environment with test data. You should be aware that the UAT/Pre-Prod environment undergoes regular updates and is not subject to the same SLA as the Live Production Environment. Additionally, certain services may be limited in the UAT/Pre-Prod environment due to Regulatory or Network requirements. You will have access to the UAT/Pre-Prod environment for a maximum period of forty-five (45) days. Prior to or upon the expiration of this period, You must provide a notice of deactivation ("UAT Environment Deactivation Notice") to us. Failure to provide such notice and/or Your continuing to use the UAT Environment will result in applicable fees as set out in the Schedule.
1.1.2 Live Production Environment which is the real-world, global, digital environment where Your Users are onboarded according to all Network and local Regulatory Requirements, all data is related to Your real Users, and all User transactions are considered compliant and valid by the Network and Regulator. Our Live Production SLAs will be effective. You may not conduct any form of stress-testing or load-testing on the Live Product Environment without our written approval.
1.1.3 Before the Effective Launch of your App on the Live Production Environment, it is mandatory for Your App to undergo a successful Vulnerability Assessment and Penetration Testing (“VAPT”). You are responsible for ensuring the ongoing security and integrity of Your App.
2. Platform Services
2.1. Under the Agreement, We grant to You a limited, revocable, non-transferable, non-exclusivelicense to use the Platform Services in accordance with the Documentation during the Term in the Territory.
2.2 You may not sell, re-sell, rent or sub-license Your right to access and use the Platform Services, to anyone.
2.3 You acknowledge and agree that the Documentation, Network, and local Regulator rules shall govern the availability of the Platform Services.
2.4 You will ensure that persons using the Platform Services are strictly with Your authority only, and only by means of an Account that complies with Documentation and these T&C. You will not permit any unauthorized person to access or use the Platform Services.
2.5 You will not use the Platform Services in any way that causes, or may cause, damage to the Platform Services or, impairment of the availability or accessibility of the Platform Services.
2.6 You will not upload any software or material that contains, or which you have reason to suspect contains malware, viruses, spywares, trojans, worms, ransomwares, other malicious, destructive, or any form of corrupting code, agent, program, or macros, damaging components, which may impair or corrupt the Platform’s data, or damage or interfere with the operation of the Platform Services.
2.7 You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform Services or systems or networks connected to the Platform Services, or attack the Platform Services by means of a denial-of-service attack, or spam, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them.
2.8 You must not use the Platform Services:
2.8.1 In any way that is unlawful, illegal, fraudulent, or harmful; or
2.8.2 In connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
2.9 For the avoidance of doubt, You have no right to access any of the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. You may not use any means, indirect or direct, to access the software code or replicate the same functions or decompile the software. You shall ensure that the Users, authorized by You, do not engage in such conduct.
2.10 You acknowledge and agree that any delay in Your cooperation with Us and the quality and/or completeness of the information furnished to Us by You in a timely manner may impact the Platform Services provided under the Agreement.
3 Roles and Responsibilities
3.1 In order to access the Platform Services, You are required to:
(i) Assign a skilled project manager and project team to aid us in the implementation and support of Our Services.
(ii) Ensure that Your relevant personnel attend the initial workshops and training that We recommend prior to the Launch Date.
(iii) Ensure that, if Your personnel working on Your Program change, Your new personnel are given the required internal training and handover, or, procure the relevant training and VAS from Us, according to Our recommendations.
(iv) Manage fraud, execute financial reporting/settlement, perform reconciliation settlement, and maintain customer management, as per Our directives.
(v) Implement and conduct KYC and AML surveillance in accordance with Our guidelines, as well as the Network and Regulations' requirements.
(vi) Promptly supply us with copies of original settlement statements and transactions, if Our systems do not cover them, for the purpose of calculating revenues and costs.
(vii) Submit to us within seven (7) days, any information required for Regulatory reasons, including but not limited to, taxation, compliance, AML and any other Regulatory demands.
(viii) Offer a customer service helpline and/or online interface for your Users, if directed by Us.
(ix) Prefund your Programs sufficiently, as and when needed, ensuring at all times that there are adequate funds for your authorised Users to perform transactions using Your App.
(x) For Programs where prefunding is required, You will maintain a prefund balance that will be based on the expected business volume for Your Program (“Prefund Amount”). You will deposit the Prefund Amount into the Pool Account as instructed by Us. You and We will agree on a minimum amount will be maintained in the account (“Minimum Prefund Amount”). The Minimum Prefund Amount for Your Program must be always maintained by You, without requiring any notice or intimation from Us, and will be in the local currency of the Territory or USD, as applicable. You are aware that We are required to halt any transactions or top-up/(s) if the Prefund Amount falls below the Minimum Prefund Amount. Your maintaining an adequate Prefund Amount will enable Us to:
a. Authorize transactions and/or
b. Enable top-ups to the End User Account or Card balance
(xi) Develop and sustain only secure communication channels to access the Platform Services, including but not limited to SSL, VPN, inter-country connections, and so on.
(xii) Undertake a VAPT before the initial deployment in the Live Production Environment, and subsequently every 12 months, or whenever there is a major modification to the software or Your product's protocols, whichever comes first. You will present us with the VAPT results promptly and only distribute Your App with our written consent. You have the option to request Us to manage these VAPT tests on Your behalf, or You may engage the services of an accredited third party approved by Us. It is important to note that You bear full responsibility for the quality, integrity, and security of Your products and software.
(xiii) Adhere to Our and the Network's brand guidelines for logo and trademark usage, where applicable.
3.2 We shall:
(i) Setup, implement and operate the Platform for Your Program(s), in accordance with the Agreement and our SLA.
(ii) Where required, provideYouwithstandard and time-limited support for accessing the UAT/Pre-Prod and Production Environment. Should You require additional support, you can procure the relevant services from www.matchmovevas.com.
(iii) Use all reasonable endeavors to ensure that Platform Services are provided according to the initial plan and SLA indicated in the Agreement. A delay in You performing Your obligations may result in a delay in the provision of the Platform Access Services, for which We will not be liable.
(iv) Maintain a helpdesk and designate a Customer Growth Manager to support You.
(v) Provide Maintenance Services and Support Services, maintain Service Levels, provide Updates and Upgrades where required, and deliver VAS, according to the SLA.
3.3 Availability SLA
(i) “Uptime” means the percentage of time, during a given period, when the Platform Services are available to You, at the gateway between the public Internet and Our hosting services provider for the Platform Services.
(ii) We measure Uptime using the following method: Quarterly availability = (Total number of minutes in a particular quarter –Number of minutes of full outage of platform processing) / (Total number of minutes in a particular quarter) x 100
(iii) We will use all commercially reasonable endeavors to ensure that the uptime for the Platform Services is at least 99.5% during each calendar quarter (“Target Uptime”).
(iv) When calculating Uptime, the following shall not be considered:
a. A Force Majeure Event.
b. A fault orfailure of the Your computer systems or networks.
c. Any breach by the You of this Agreement.
d. When We are performing scheduled maintenance or urgent security hotfixes.
e. Unauthorized and malicious internet attacks by unknown third parties e.g., DDOS attacks; or
f. Unverifiable or untraceable end-user feedback or experience.
3.4 Service Credits
3.4.1 For each calendar quarter in which the actual Platform Services Uptime falls below the Target Uptime, You will be entitled to receive Service Credits, as the exclusive form of compensation. Service Credits will accumulate at a rate of 0.5 man-days, per hour below the Target Uptime.
3.4.2 If You have any overdue payments due to Us, You will not be eligible to receive any Service Credits.
4. MaintenanceServices
4.1 We shall provide specific Maintenance Services to You in accordance with the Documentation.
4.2 Where Updates and Upgrades are required by Regulators, or Networks or for security reasons, You shall allow, and fully assist Us to install such Updates and Upgrades without delay. For other Updates and Upgrades, You should implement such Updates and Upgrades within thirty (30) days of receipt of instructions from Us. We will not be responsible for any consequences if You do not comply.
4.3 If You have any overdue payments due to Us, We have the right to immediately suspend the provision of Maintenance Services, after providing seven (7) days written notice.
4.4 Scheduled Maintenance Services
4.4.1 Whenever possible, We will aim to provide You with a minimum of ten (10) Business Days' prior notice regarding scheduled Maintenance Services that may impact the availability of the Platform Services.
4.4.2 Whenever possible, We will schedule the Maintenance Services during non-Business Hours. However, if scheduling outside Business Hours is not possible, We will inform You in advance.
4.5 Upgrades and Releases
4.5.1 We may produce Upgrades in the form of various releases (“Releases ”) during the Term.
4.5.2 We will give You at least ten (10) Business Days prior notice of an Upgrade to the Platform.
a. Maintenance Releases: We will provide periodic Maintenance Releases. Maintenance Releases generally provide error corrections. Such a release is denoted by a change in the digit to the right of the second decimal point - for example, 3.0.0 to 3.0.1.
b. Minor Releases: We will provide periodic Minor Releases. A Minor Release generally provides Enhancements designated minor by Us, as well as bug fixes and error corrections. Such a release is denoted by a change in the digit to the right of the first decimal point - for example, 3.0 to 3.1.
c. Major Releases: We will provide periodic Major Releases. Major Releases are generally available across the Platform and provide Enhancements designated major by Us, as well as minor enhancements and error Corrections. Such a release is denoted by a change in the digit to the left of the first decimal point - for example, 3.0 to 4.0.
5. Support Services
5.1 We will provide specific Program onboarding and other Support Services to You, for a specified period, in accordance with the Documentation and Schedules.
5.2 You have the option to request additional Platform Services or VAS. We may also recommend them as necessary for the successful launch and growth of Your Program. In certain cases, We may determine that your Program requires exceptional Support Services, and We will advise You to procure the relevant VAS to address such requirements.
5.3 Helpdesk availability will be from 9:00 a.m. SGT to 10:30 p.m. SGT (excluding weekends and public holidays).
5.4 If You have any overdue payments due to Us, We have the right to immediately suspend the provision of Support Services, after providing seven (7) days written notice.
6. Support SLAs for Production Environment
Priority | Severity | 1st Response SLA (During Working Hours) | Resolution |
Critical | P1 | 15 mins | 4 hours (RCA <= 4 days) |
High | P2 | 15 mins | 2 days |
Medium | P3 | 1 Hour | 2 days |
Low | P4 | 1 Hour | Sprint Availability |
Definitions for Severity:
P1: Service Disruption and major financial impact
P2: Impact to a limited set Users
P3: Data request, impact to 1-2 Users, information, or any other trivial request
P4: General Enquiries
Please note, due to the nature of testing environments, that there are no SLAs applicable for the UAT/Pre-Environment.
7. Customizations
7.1 We may agree with You, in writing, during the Term, to design, develop,andimplement Customizations in accordance with a specification and project plan and pricing.
7.2 Unless We agree with You in writing, all Intellectual Property Rights in the Customizations shall be Our exclusive property.
7.3 When a Customization is made available by Us to You, the Customization shallform part of the Platform, and accordingly Your right to use the Customization shall be governed by the Agreement.
8. Change Requests
8.1 You have the option to submit a Change Request for alterations or modifications to the specifications or configurations of the Platform Services, as were initially agreed upon in the Schedules. These Change Requests can be made for both the Pre-Prod and Live Environments of the Platform through the services portal found at support.matchmove.com, however, the final decision to implement these Change Requests solely lies with Us. If there are any Charges or timelines associated with Your Change Requests, We will inform You of them, and Your written acceptance is required before the requested changes can be implemented.
9. Partner Data
9.1 You grant Us a royalty-free, worldwide, non-exclusive license to utilize, copy, replicate, store, distribute, publish, export, modify, edit, and translate Your Data to the extent reasonably necessary for fulfilling our responsibilities towards You, as well as for compliance with Regulatory requirements and Network regulations. This license also encompasses further product development and enhancement, as well as the exercise of Our rights under this Agreement. It is important for You to note that, as a regulated entity, We may be obligated by law to disclose or transfer Your Data to Regulator(s), government bodies, and authorities. We will notify You of any such disclosures.
9.2 You warrant to Us that Your Data 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.
10. Data protection
10.1 You warrant to Us that You have the legal right to disclose Your Data disclosed to You, and by You to Us, and that such disclosure will not affect the rights of any third party or Users.
10.2 You are aware of the security measures (both technical and organizational) that We have established against unlawful or unauthorized processing of Your Personal Data, and against loss or corruption of Partner Personal Data.
10.3 We warrant that We will only process the Your Data in compliance with all applicable laws and this Agreement.
10.4 We warrant that We will notshare any of Your Data with Ourother MMBOS Platform partners.
10.5 You should be aware that We may be required to disclose or transfer Your Data to government bodies and authorities, if required by law. We will inform You of such requirements, unless prohibited by the relevant authority.
11. Users and Accounts
11.1 You are permitted to create User Accounts for individuals or businesses in accordance with the relevant national Regulations, Network rules, and Our instructions.
11.2 Administrator Accounts may only be assigned to Your authorized employees or contractors who are currently engaged in active employment or services contracts with You. Transfer or sharing of access to Administrator Accounts is prohibited. You are fully responsible for the consequences of any actions performed by Your employees or contractors.
11.3 Your App must prominently display the End User Terms of Service provided by Us in the Documentation. While you have the flexibility to include additional terms for your users, You must not remove any clauses from the provided End User Terms of Service without obtaining Our written consent.
11.4 You acknowledge and agree to assume responsibility for any surcharges, special fees, network fees, or assessments related to transactions performed by Your User(s) using a card or Account. This includes transactions such as overseas transactions, multicurrency wallets, transit travel, fuel transactions, no_auth transactions, and erroneous money transfers, among others. It is important for You to clearly outline these expenses in Your agreement with Your User(s), as they have the potential to result in substantial cost increments to You.
11.5 You are responsible for informing and educating Your Users about all the amounts that will be charged to them and are payable by them under this Agreement. You will be held liable for any deficit and/or default in such payments to Us on behalf of Your User(s).
12. Your App
12.1 You have the option to incorporate the capabilities of the MMBOS Platform into an existing or new mobile or web app ("App" or "Your App") developed either:
12.1.1 By You directly; or
12.1.2 By an agent appointed by You.
12.2 You are responsible for ensuring that the development and usage of the App always comply with the terms of the Agreement.
12.3 Whether the App is developed by You or Your agent, You make the following representations and warranties:
12.3.1 Your App will always be compatible with the integration of Platform capabilities and will not hinder or negatively impact the Platform capabilities in any way.
12.3.2 Your App will not infringe upon any intellectual property rights of third parties.
12.3.3 No third-party claims will be brought against us due to any acts or omissions related to Your App or You.
12.4 Whether the technical integration between Your App and the Platform is performed by You or Your agent, You warrant the following:
12.4.1 You and/or your agent performing the integration will solely and exclusively use the Platform, Documentation, software code, and any other features and functionalities provided for the purpose of carrying out the integration as described in the Schedules.
12.4.2 No attempts will be made to create copies, modifications, alterations, or derivatives of the Platform.
12.4.3 The integration and ongoing access to the Platform will not introduce any bugs, viruses, or cause any damage to the Platform capabilities.
12.4.4 No third-party claims will be brought against Us on account of any acts or omissions related to the integration process.
12.4.5 Your software and services will incorporate security features that align with the requirements of good industry practices.
12.4.6 Your software, services systems, and Your App utilizing the Platform and Platform Services will always conform with the terms of the Agreement.
12.5 Content in Your App - You must ensure that all content in Your App (“Content”) complies with these T&C.
12.6 Unlawful Content
12.6.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
12.6.2 Content must not:
a. Be libelous or maliciously false.
b. Be obscene or indecent.
c. Infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right.
d. Constitute negligent advice or contain any negligent statement.
e. Constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity.
f. Be in contempt of any court, or in breach of any court order.
g. Constitute a breach of racial or religious hatred or discrimination legislation.
h. Constitute a breach of official secrets legislation.
i. Constitute a breach of any contractual obligation owed to any person; or
12.6.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
12.7 Graphic Material
12.7.1 Content must be appropriate for all persons who have access to or are likely to access Your App.
12.7.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
12.7.3 Content must not be pornographic or sexually explicit.
12.8 Factual Accuracy
12.8.1 Content must not be untrue, false, inaccurate, or misleading.
12.8.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, must be honestly held and must indicate the basis of the opinion.
12.9 Negligent Advice
12.9.1 Unless specifically allowable in Territory, Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and, unless authorized by Us in writing, You must not use the Services to provide any professional advisory services.
12.9.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
12.10 Etiquette
12.10.1 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory, or inflammatory.
12.10.2 You must ensure that Content does not duplicate other content available through the Services unless you have permission to do so.
12.11 Marketing and Spam
12.11.1 You must not without our written permission use the Platform Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service, or commercial offering, which are not in accordance with the intended use as described in the Schedule.
12.11.2 Content must not constitute or contain spam, and you must not use the Platform Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
12.11.3 You must not use the Platform Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes, or programs.
Gambling
12.11.4 You must not use the Platform Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity, unless explicitly authorized to do so in the Territory, and agreed by Us in writing.
12.12 Monitoring
12.12.1 You should be aware that We may actively monitor the Content and the use of the Platform Services for purposes of meeting our obligations under this Agreement.
12.13 Data Mining
12.13.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Platform Services.
12.14 Hyperlinks
12.14.1 You must not link to any material using or by means of the Platform Services that would, if it were made available through the Platform Services, breach the provisions of this Agreement.
13. Compliance and Audit
13.1 You agree to adhere to all Regulatory Requirements imposed by the Regulators from time to time. Your access to the Platform and ongoing use of the Platform Services will be subject to the applicable Regulatory and Network rules and guidelines.
13.2 You acknowledge that We retain the right to audit Your records, solely in relation to Your Program and in accordance with Regulatory Requirements. You are obligated to fully cooperate with us during such audits.
13.3 If We determine that a potential security breach, data leak, loss, or compromise has occurred on Your systems, website, or Your App, which may impact your compliance with this Agreement, You consent to allowing a qualified cybersecurity auditor approved by Us, to conduct a security audit of Your systems and facilities. You will cooperate fully with any requests for information or assistance made by Us or the auditor as part of this security audit. The auditor will provide a report, if any, to both You and Us. Please note that we may be obligated to share the report with the Regulators or Networks. If any compromise is confirmed, all costs associated with this activity will be Your responsibility.
14. Intellectual Property
14.1 We hold full ownership of all Intellectual Property related to MMBOS, including Services, Documentation, and ongoing Upgrades and new features. You do not possess any rights to our patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses pertaining to the services or the Documentation.
14.2 You maintain full ownership of all Intellectual Property that belongs to You or was created by You. For avoidance of doubt, Your App and any of Your other associated Intellectual Property that is not owned by Us, is owned by You.
14.3 Nothing within the Agreement shall operate to assign or transfer any Intellectual Property rights from us to you, or from you to us.
15 Charges, Payments, and Taxes
15.1 We will generate electronic invoices periodically for the Charges.
15.2 All payments must be made through electronic transfer to the designated bank account specified in the invoice within seven (7) days of the invoice date ("Due Date"). You are responsible for any payment charges, including remittance fees, bank charges, as well as fees from intermediary banks and beneficiary banks.
15.3 Any payments due to You from Us, where applicable, will be made after deducting all Charges owed by You to Us, for the relevant period. We retain the right to offset such amounts against the Charges You owe Us. If there is any remaining amount due to Us after settling the net charges, You are responsible for paying Us according to the Agreement. In case of any failure to do so, You authorize us to deduct any outstanding balance from Your prefund balance.
15.4 If You fail to make payment by the Due Date, You will be liable for late payment interest of two (2)% per month, calculated daily from the Due Date until the date of payment.
15.5 If the amounts owed to Us remain overdue for more than 30 days, We may, at our discretion, implement a service attenuation process, or degrade the SLA, until the outstanding amount is fully paid.
15.6 If any amounts owed to Us by You remain unpaid for sixty (60) days from the Due Date, We reserve the right to terminate this Agreement and pursue legal and commercial remedies for complete restitution.
15.7 All payable sums must be paid in full, without any deductions or withholdings, except when required by law.
15.8 If any taxes are applicable, the Charges will be adjusted to include the equivalent amount of the applicable taxes.
15.9 You acknowledge that Our ability to provide our Services relies on our proprietary MMBOS Platform, which incorporates additional and complex services from external systems and providers. If these external parties adjust their costs to Us, We may review and adjust our Charges accordingly. We will provide you with a thirty (30) days' notice of any changes to our Charges. Your continued use of the Platform after the thirty (30) days' notice constitutes Your acceptance of the revised Charges.
16. Confidentiality Obligations
16.1 Both Parties, You and We, mutually agree to the following:
16.1.1 Maintain strict confidentiality of each other's Confidential Information, including access granted to the development portal and any associated contents or platforms.
16.1.2 Refrain from disclosing the Confidential Information of either Party to any third party without obtaining prior written consent from the other Party.
16.2 This does not impose obligations upon a Party regarding the other Party's Confidential Information if:
16.2.1 The Party already possesses the Confidential Information prior to its disclosure under this Agreement and is not bound by any other confidentiality obligations; or
16.2.2 The Confidential Information becomes publicly known without any involvement or fault of the Party.
16.3 The restrictions do not apply if the disclosure of any Party's Confidential Information is required in compliance with applicable laws or regulations, a judicial or governmental order or request, or disclosure requirements related to the listing of a Party's stock on a recognized stock exchange.
17. Publicity
17.1 Both Parties, You and We, mutually agree that neither party will make any disclosures pertaining to these Terms and Conditions and the Agreement, including disclosures in press releases, public announcements, and marketing materials, without obtaining the prior written consent of the other Party. However, such consent will not be unreasonably withheld.
17.2 Both Parties, You and We, mutually agree not to make any disparaging or harmful statements about the other Party, or utilize abusive or defamatory language towards any personnel of the other Party, whether in public or private settings, including on social media.
18. Representations and Warranties
18.1 Both Parties, You and Us, collectively affirm that we:
18.1.1 Will adhere to all applicable legal and regulatory requirements, regulations, notices, and guidelines issued by the relevant government and regulatory bodies, as well as the relevant licensed financial institutions in the country where the Platform Services are being provided. This includes compliance with laws regarding the Prevention of Money Laundering and Countering the Financing of Terrorism, as well as KYC (Know Your Customer) regulations.
18.1.2 Possess the requisite knowledge, expertise, experience, and resources to fulfill their respective obligations under this Agreement.
18A Your Liability
18A.1 You shall be responsible, with no liability to Us, if:
18A.1.1 Your access or use of the Services or Platform is inconsistent with the Documentation.
18A.1.2 There is any unauthorized access of servers, infrastructure, or Data used in connection with the Services or Platform.
18A.1.3 There are interruptions to or cessation of Services due to Your actions or circumstances attributed to You.
18A.1.4 There are any errors, inaccuracies, omissions, or losses in or to any Data provided to Us; or from Content provided by You.
18B. Errors, Reconciliation and Settlements of final accounts
18B.1 You should be aware that Your ability to recover funds that You may have lost due to an error may be very limited or even impossible, particularly if such error is not caused by Us or if the funds are no longer available.
18B.2 For any transaction errors, We will work with You and the Networks and relevant service providers to rectify such transaction error in accordance with the applicable Regulations and Network Rules. If you do not promptly communicate any transaction error to Us for our review, and in any case, within fifteen (15) days after the occurrence of such error, You will waive your right to make any claim against Us for any amounts related to the error.
18B.3 If this Agreement or Your Program comes to an end, You will still be held responsible for any remaining settlement and chargeback costs imposed by Our banking partners or the Network, and that relate to Your Program. It is Your obligation to prepare and provide any required documentation for the proper closure of the Program, as reasonably requested by Us. This is necessary to fulfill any chargeback and settlement risk liabilities, if any, owed to Our banking partners and the Network. In this regard, We reserve the right to withhold or offset any final payments or other obligations due to You under this Agreement.
18B.4 You should note that, except for the Charges paid to the Provider under this Agreement, all other funds used for the Program, whether located in the Pool Account, any escrow account, or various User accounts, are under the supervision and control of the issuing banking partner, and according to conditions set by the Regulator. If this Agreement or Your Program concludes, Our responsibility regarding these funds is strictly limited to offering reasonable support in assisting You in retrieving the funds; and these funds will be returned either to You or directly to the end User, as required by the local laws of the Territory.
19. Acknowledgements and Warranty Limitations
19.1 You are aware that complex software is never wholly free from defects, errors, and bugs; and We give no warranty or representation that the Platform Services will always be wholly free from defects, errors, and bugs.
19.2 You are aware that complex software is never entirely free from security vulnerabilities; and We give no warranty or representation that the Platform Services will always be entirely secure.
20. Indemnities
20.1 Both Parties, You and We, shall indemnify and hold each other harmless from and against all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts reasonably paid to settle legal claims) incurred by the other Party directly because of any breach by a Party of their obligations, representations, and warranties under this Agreement ("Indemnity Event").
You and We are required to:
20.1.1 Upon becoming aware of an actual or potential Indemnity Event, notify the other Party.
20.1.2 Provide the other Party with all such assistance as may be reasonably requested by the other party in relation to the Indemnity Event.
20.1.3 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.
20.1.4 This Clause shall survive the termination/expiry of this Agreement.
21. Limitations and Exclusions of Liability
21.1 YOU AND WE, THE PARTIES, ACKNOWLEDGE AND AGREE THAT THE COMMERCIAL PERFORMANCE OF THE PROPOSED PRODUCTS USING MMBOS DEPENDS ON NUMEROUS FACTORS BEYOND THE PARTIES’ CONTROL. THE PLATFORM SERVICES AND THE DOCUMENTATION ARE PROVIDED BY US ON AN "AS IS" AND “AS-AVAILABLE” BASIS. PARTIES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES AS TO THE PROFITS, REVENUES, ROYALTIES, FITNESS FOR A PARTICULAR PURPOSE, MECHANTABILITY, OR POTENTIAL SUCCESS OF THE PLATFORM AND NO LIABILITY SHALL BE IMPOSED UPON THE OTHER PARTY BASED ON ANY CLAIM THAT (i) MORE SALES OR REVEVUE COULD HAVE BEEN MADE OR EARNED AND/OR (ii) BETTER PRICES, RATES, COMMISSIONS OR TRANSACTIONS COULD HAVE BEEN OBTAINED.
21.2 We are not liable for any damages, harm, or losses arising from or relating to Your Users hacking, tampering, or other unauthorized access or use of the MMBOS Platform or Services, or Your Account, or Your Data, or Your failure to use or implement anti-fraud measures, or appropriate security controls, or any other data security measures.
21.3 The Parties, You and We, acknowledge and agree that these aforementioned limitations are crucial to the agreement between the Parties. Without these limitations, the financial terms of this Agreement would be significantly altered. However, the Parties mutually agree that claims arising from a deliberate and intentional breach of this Agreement by either Party shall remain valid.
21.4 Nothing in this Agreement will:
21.5.1 limit or exclude any liability for death or personal injury resulting from negligence.
21.5.2 limit or exclude any liability for fraud or fraudulent misrepresentation; or
21.5.1 exclude any liabilities that may not be excluded under applicable law.
21.6 Except as expressly and specifically provided in this Agreement, You are solely responsible 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.
21.7 The total cumulative liability of each Party to the other Party, whether arising from this Agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or any other legal grounds, in connection with the performance or anticipated performance of this Agreement, shall be limited to the total amount paid by, and owed, from You to Us under the Agreement in the preceding twelve (12) month period.
21.8 Nothing in this Agreement shall exclude Your liability for any breach, infringement, or misappropriation of Our Intellectual Property Rights.
22. Assignment
22.1 You and We, will not assign, transfer, or otherwise deal with the contractual rights and/or obligations without the prior written consent of other, such consent not to be unreasonably withheld or delayed.
23. Force Majeure
23.1 Neither You nor We will have any liability under this Agreement, if either Party is prevented from or delayed in performing the 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 or not involving the workforce any 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, pandemic, epidemic, fire, flood, storm or default of suppliers or sub-contractors (“Force Majeure Event”), provided that the other Party is promptly notified of such an event.
23.2 Notwithstanding the foregoing, should a Force Majeure Event, suffered by You or Us, extend beyond a three(3) months period, either party may then terminate the Agreement, by giving written notice 3 (three) days.
24. No Waivers
24.1 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.
24.2 Any waiver of any breach of any provision of the Agreement shall not be construed as a further or continuing waiver of any other breach.
25. Severability and Survival
25.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue to remain in effect.
25.2 Upon the termination or expiry of this Agreement, and regardless of the cause of the termination of the MMBOS Agreement, the general provisions of this Agreement shall cease to have effect on the Parties, except the following shall survive and continue to have effect:
MMBOS Agreement: All Clauses
MMBOS Standard T&C: Clauses 9, 10, 13, 14, 15, 16, 17, 18, 18A, 18B, 19, 20, 21, 25, 26, 27, 28, and 29.
26. Third Party Rights
26.1 The Agreement and these T&C are for the benefit of the Parties and are not intended to benefit or be enforceable by any third party.
27. Updates to Terms and Conditions
27.1 We retain the right to modify these Terms and Conditions to align with evolving factors, including Regulations, Network rules, Platform enhancements, cybersecurity measures, or the introduction of new Platform features or Services We recommend visiting this site regularly to stay informed about any updates. By continuing to use the Platform after the thirty (30) days' notice, You indicate your acceptance of the revised Terms and Conditions.
28 Law and Dispute Resolution
28.1 If any partof the Agreement is not enforceable in the Territory, the same shall be deemed to be severed from the Agreement, and the remaining Agreement shall exist in full effect.
28.2 In the event of any dispute arising from the Agreement, the Parties will make their best efforts to resolve the dispute through negotiation. If a resolution cannot be reached through negotiation, either Party may refer the dispute to the Singapore International Arbitration Centre (SIAC) in Singapore for final settlement. The arbitration panel will consist of three (3) arbitrators appointed in accordance with the Arbitration Rules of the SIAC. The arbitration proceedings will be conducted in Singapore, and the language used in the arbitration will be English.
29. Interpretation
29.1 In this Agreement:
29.1.1 The headings of each clause are for convenience only and shall not affect the construction or interpretation of any of the provisions of the Agreement.
29.1.2 No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement.
29.1.3 Unless expressly stated otherwise, the use of the term "including", “particularly” or "such as" and similar expressions are not to be interpreted or used as limiting the generality of the text and are not to be considered as words of limitation.
30. Definitions
Unless expressly stated otherwise:
30.1 "Account" means a verified digital account enabling a User to access, and use, the Platform Services and includes both authorized Administrator Accounts and authorized User accounts.
30.2 "Affiliate " means an entity that Controls, is Controlled by, or is under commonControl with the relevant entity and with respect to You, includes entities that operate under the same brand as You.
30.3 “AML" means anti money laundering and refers to a set of procedures, laws or regulations designed to stop the practice of generating income or transferring money through illegal means.
30.4 “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.
30.5 “BIN" means the Bank Identification Numbers which uniquely identifies the financial institution 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.
30.6 "BusinessDay(s)" means any weekdayand other than a public holiday in Singapore.
30.7 "Business Hours" means the hours of 09:00 to 17:00 in Singapore on a Business Day.
30.8 “Card” means a prepaid/debit card that is issued under a specific BIN. It is a payment instrument provided by us or facilitated through us, enabling the End Users to access funds that are either preloaded onto the Card or linked to a designated account. The cardholder's spending is restricted to the available funds.
30.8A "Charges"means:
30.8.1 The amounts and fees specified in the relevant ScheduleoftheAgreement; and
30.8.2 The amounts as may be agreed from time to time, in writing, by You and Us.
30.9 "Control(s)" means the legal power to control directly or indirectly the management of an entity (and "Controlled" should be construed accordingly).
30.10 "Closed Loop”means transactions on the Platform that do not pass through another Network.
30.11 "Confidential Information" means:
30.11.1 Any information disclosed by a Party to the other Party during the Term (whether disclosed in writing, orally or otherwise), including the following:
a. Information at the time of disclosure was marked or described as "Confidential" or should have been reasonably understood by the other Party to be confidential.
b. Partner Data.
c. Platform Documentation
d. The terms of this Agreement.
30.12 "Customization" means a customization of the Platform Services, whether made through the development, configuration, or integration of software, or otherwise.
30.13 “Documentation" or "Platform Documentation” means the documentation produced by Us for the Platform Services and made available to You.
30.14 "Effective Date" means the date of execution of the Agreement.
30.15 “Effective Launch Date” or “Launch Date” means thirty (30) days after the UAT/Pre- Production version of the Platform is made accessible to You, or the public launch of Your Program, whichever is sooner. For avoidance of doubt, public launch shall mean the day Your first User utilizes any of the Platform features in the Live Production environment.
30.16 “End users” refers to the ultimate consumers or individuals who directly use or interact with Our product, Service, Platform, or technology, typically for their personal or professional needs, rather than for resale or further distribution. They are the individuals for whom the product or service is designed and who derive direct value or benefit from its use.
30.17 "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. 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.
30.18 "Maintenance Services" means the general maintenance of the Platform and Platform Services, and the application of Updates and Upgrades and security patches.
30.19 "Network" means a major national or international networks, and/or, service providers, such as American Express, Mastercard, Visa, JCB, Discover, UnionPay, 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.
30.20 "Open Loop" means transactions on the Platform that go through a Network.
30.21 “Party” or “Parties” means the entities that have executed the Agreement.
30.22 "Partner/Your Data" means all data, works and materials uploaded to or stored by You on the Platform, or transmitted by the Platform to You, or supplied by You to Us for uploading to or transmission by, or storage on, the Platform.
30.23 "Partner Personal Data" means Personal Data of Your User(s) that is processed by Us, on behalf of You.
30.24 "Platform Access Services" means the specific configuration of the Platform for You to access in accordance with Documentation, and the relevant Schedules in the Agreement, and these T&C.
30.25 "Platform Services" means all or part of the Platform, as specified in the Platform Services Specification in the Schedule in the Agreement, which will be made available by Us to You.
30.26 "Platform Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the operation, functionality, or performance of the Platform Services, but excluding any defect, error or bug caused by or arising because of:
30.26.1 any act or omission by You, or any person authorized by You, to use the Platform or Platform Services.
30.26.2 any use of the Platform Services contrary to the Documentation, whether by You or by any person authorized by You.
30.26.3 a failure on your part to perform Your obligations in these T&C or the Agreement; and/or
30.26.4 an incompatibility between the Platform Services and any other system, network, application, program, hardware, or software, that is not specified as compatible in the Documentation.
30.27 “Platform Services Specification" means the specification for the Platform and Platform Services set out in Schedule 1 of this Agreement.
30.28 "Personal Data" has the meaning given to personal data by law, including the Singapore Personal Data Protection Act, and other applicable data privacy laws in the Territory.
30.29 “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, the computer hardware on which that application, database, system and server software is installed, the Documentation and Support Services, and the reporting tools for customer management, business management and infrastructure monitoring, and the UAT/Pre-Prod and Live Production System ;
30.30 “Pool Account” means a non-operative current account opened for You by Us, at a licensed bank selected by Us.
30.31 Program” or “Your Program” means the products and services You offer to Your Users, and incorporates any feature or service of the Platform, as described in the relevant Schedule.
30.32 “RCA” means Root Cause Analysis
30.33 “Regulator” means the central banks or national body/bodies responsible for developing regulations relevant to the MMBOS Platform and Services (“Regulations”) and enforcing such policies in the Territory (“Regulatory Requirements”).
30.34 "Schedule"meansthe Schedule 1 and Schedule 2in theAgreement, and any subsequent additions that are agreed by Us, in writing, with You.
30.35 "Services" means any services that we provide to You, or have an agreement to provide to You, under the Agreement.
30.36 “Service Credits” means the value You have, earned, or purchased, that can be used to procure VAS.
30.37 “Service Level Agreement” or “SLAs” means the expected standard of service, performance metrics of the Platform, and remedies for non-compliance.
30.38 "Services Order Form" means an online order form published by Us, and available on Our support portal (https://support.matchmove.com) and completed and submitted by You.
30.39 "Support Services" means support in relation to the use of, and the identification and resolution of errors in the Platform Services.
30.40 "Supported Web Browser" means the current release of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that We agree with You in writing.
30.41 "Term" means the length of time for which You have access to the Platform Services, under the conditions of this Agreement.
30.42 “Terminology means the terminology We use to describe the Charges related to the types of services provided on the Platform. It is important to note that the Terminology is subject to change at our discretion to ensure clarity and accuracy. If there is there is any conflict between the Agreement and the Terminology, then the Agreement and T&C will prevail.
30.43 “Territory" means country or countries where the Services are valid and available, as specified in the Agreement.
30.44 "Update" means a hotfix, security patch or minor version update to any Platform software; and
30.45 "Upgrade" means a major version upgrade of any Platform software.
30.46 “VAPT” means the Vulnerability Assessment and Penetration Test that must be satisfactorily passed by all Your Apps that connect to the MMBOS Platform.
30.47 “Your App" means the mobile and/or web-based application that is developed and serviced by You, is made available for general distribution by You.
30.48 "Your Systems" means Your hardware and software systems that interact, or may reasonably be expected to interact, with the Platform Services.
