Terms and Conditions

Singapore - Website Terms

Governing Law: the laws of Singapore

Important Notice: These Terms are a website-facing summary version for the relevant region. The final executed Service Order, Country Agreement, and other signed onboarding documents remain the binding contractual documents.

1. Acceptance and Contract Structure

These Terms apply to the use of merchant acquiring and related payment services made available through the ONERWAY group. By accessing or using the Services, submitting an application, completing onboarding, or signing a Service Order, the Merchant agrees to be bound by these Terms together with the applicable Service Order, Country Agreement, schedules, amendments, appendices, the ONERWAY Privacy Policy, and any other documents incorporated by reference.

In the event of any inconsistency, the order of precedence shall be: (a) mandatory applicable law; (b) the Service Order; (c) any applicable Country Agreement; (d) these Terms; and (e) any referenced policies, schedules or onboarding documents.

2. Services

ONERWAY may provide merchant acquiring, payment processing, settlement, reconciliation, risk management, foreign exchange support, and other related services as agreed in the applicable contractual documents.

ONERWAY may appoint affiliates, acquirers, payment institutions, banks, card schemes, or other service providers to enable the Services. Certain Services depend on third-party financial institutions, payment systems and card schemes, and are subject to their rules, requirements and operational constraints.

ONERWAY has no obligation to provide or continue to provide any Services and may decline, limit, modify, suspend or discontinue any Service at its discretion for legal, regulatory, operational or commercial reasons.

ONERWAY acts as a payment service provider and not as a bank, trustee or fiduciary.

The Merchant must comply with all applicable card scheme rules, which may apply directly to the Merchant and may prevail in the event of inconsistency.

ONERWAY is a payment service provider regulated under the Payment Services Act 2019 of Singapore and shall comply with applicable laws, regulations, notices, and guidelines issued by the Monetary Authority of Singapore ("MAS").

3. Merchant Eligibility and Onboarding

The Merchant must provide complete, accurate, and up-to-date information during application and throughout the term of the relationship, including corporate, ownership, business model, website, transaction, and compliance information.

ONERWAY may carry out know-your-business, know-your-customer, anti-money laundering, counter-terrorism financing, sanctions screening, fraud, credit, underwriting, and other due diligence reviews, and may request additional documents or information at any time. The Merchant acknowledges and consents to ONERWAY conducting such checks.

The Merchant agrees to:

• Comply with all applicable anti-money laundering and counter-terrorism financing laws, including MAS Notice PSN01
• Provide all information reasonably requested for ongoing monitoring
• Not engage in any activity involving fraud, money laundering, terrorism financing, or sanctions breaches

ONERWAY may:

• Monitor transactions on a risk-based basis
• Suspend, reject, investigate or terminate transactions or Services
• File suspicious transaction reports with relevant authorities
• Freeze or withhold or delay funds where required by law or where ONERWAY reasonably considers it necessary for compliance, risk management or operational purposes

ONERWAY may rely on information obtained from third-party sources and does not guarantee its accuracy or completeness. ONERWAY shall not be liable for any loss arising from actions taken in accordance with this clause.

4. Merchant Obligations

The Merchant must use the Services only for lawful business purposes and strictly in accordance with applicable laws, including regulatory requirements under the Payment Services Act, card scheme rules, acquirer requirements, and ONERWAY policies, and must comply at all times with applicable card scheme rules.

The Merchant must maintain a complete and accurate website, app, or sales channel and clearly disclose its legal name, contact details, delivery or fulfilment information, refund and return policy, customer support arrangements, and any other information required by law or by ONERWAY. The Merchant must not engage in misleading, deceptive or unfair practices.

The Merchant is solely responsible for its products, services, transactions, fulfilment, delivery, customer support and all interactions with its customers.

The Merchant is responsible for the acts and omissions of its employees, agents, contractors, and representatives in connection with the Services.

The Merchant must cooperate with ONERWAY in connection with any investigation, dispute, chargeback or regulatory request and must not misuse the Services or attempt to circumvent any controls, limits or risk management measures implemented by ONERWAY.

5. Prohibited and Restricted Activities

The Merchant must not use the Services for prohibited businesses, products, services, or jurisdictions, including any activity that is illegal, infringes third-party rights, breaches card scheme requirements, involves sanctioned or high-risk jurisdictions, or is identified by ONERWAY as restricted or prohibited under its risk and compliance framework, as determined by ONERWAY in its reasonable discretion.

The Merchant must not attempt to circumvent any controls or restrictions imposed by ONERWAY.

ONERWAY may update or supplement its prohibited business list from time to time by written notice or policy update.

ONERWAY may suspend, terminate or restrict the Services immediately in the event of any breach of this clause and shall not be liable for any loss arising from actions taken in accordance with this clause.

6. Fees, Settlement, Reserve, and Set-Off

The Merchant must pay all fees, charges, fines, assessments, chargebacks, refunds, reversals, and other amounts due under the Agreement. All amounts payable under the Agreement are due immediately unless otherwise agreed.

Settlement timing, currencies, exchange rates, deductions, rolling reserves, security reserves, delayed settlement arrangements, and payout conditions will be determined in accordance with the Service Order, risk profile, processing history, and applicable partner requirements.

ONERWAY may require the Merchant to maintain rolling reserves, security reserves, or other forms of credit support where reasonably required.

ONERWAY may withhold, delay, suspend, deduct, net, or set off funds where reasonably necessary to manage chargeback exposure, refunds, fines, suspected fraud, regulatory requirements, compliance risk, insolvency risk, or other actual or anticipated liabilities of the Merchant.

ONERWAY may exercise such rights across any accounts or relationships held by the Merchant within the ONERWAY group.

Where amounts are denominated in different currencies, ONERWAY may convert such amounts at a market or operational rate reasonably determined by ONERWAY.

ONERWAY may suspend or restrict the Services where any amounts due remain unpaid.

7. Safeguarding of Funds

To the extent required under applicable law, including the Payment Services Act:

• Funds received or held by ONERWAY on behalf of the Merchant shall be safeguarded in accordance with applicable regulatory requirements
• Such funds shall be segregated from ONERWAY's own funds and safeguarded using methods permitted under applicable law, including through trust accounts, safeguarding institutions or guarantees
• Funds may be held on a pooled basis together with funds of other merchants
• Such funds shall not form part of ONERWAY's assets in the event of insolvency, subject to applicable law

The Merchant acknowledges that:

• Such funds are not deposits and are not subject to any deposit insurance scheme
• ONERWAY is not a bank and does not provide deposit-taking services
• Such funds may be subject to the insolvency risk of the safeguarding institution
• Access to safeguarded funds may be subject to operational, regulatory or third-party processing constraints
• No interest is payable unless expressly agreed

8. Chargebacks, Refunds, and Losses

The Merchant is responsible for all chargebacks, retrieval requests, refunds, reversals, card scheme fines, penalties, network assessments, and losses arising from the Merchant's business, transactions, products, services, conduct, or breach of the Agreement, whether or not caused by the Merchant's fault. The Merchant bears all risks associated with its transactions, including fraud, unauthorised transactions, customer disputes, and non-delivery.

ONERWAY shall not be liable for any such losses.

ONERWAY may recover such amounts by direct debit, deduction from settlement funds, reserve application, invoice, or any other lawful recovery method, including in respect of actual or reasonably anticipated losses.

These obligations continue after termination of the Services.

9. Record Keeping

The Merchant shall maintain complete and accurate records relating to transactions and the Services for at least five (5) years or such longer period as required by applicable law or regulatory requirements.

Such records shall be maintained in a format that is complete, accurate and readily accessible, and shall be sufficient to:

• Enable the reconstruction of individual transactions
• Support compliance with applicable legal and regulatory obligations

The Merchant must provide such records to ONERWAY upon request without undue delay.

10. Audit & Regulatory Access

ONERWAY may, at reasonable times and upon reasonable notice (unless otherwise required by law or a regulatory authority):

• Conduct audits or reviews of the Merchant, including for risk management and regulatory compliance purposes
• Require the Merchant to provide information, records, or documentation relating to the Services
• Provide information to regulators, law enforcement, or relevant authorities as required

The Merchant shall fully cooperate with such requests. Failure to do so may result in suspension or termination of the Services.

11. Compliance and Monitoring

The Merchant must ensure ongoing compliance with applicable laws and regulatory requirements and promptly notify ONERWAY of any material change to its ownership, control, business model, products, services, URLs, jurisdictions, licences, financial condition, or risk profile.

ONERWAY may monitor transactions, websites, customer complaints, dispute ratios, fraud indicators, fulfilment performance, and other risk or compliance metrics, and may impose remedial requirements where needed.

Failure to notify or comply with this clause may result in suspension or termination of the Services. ONERWAY shall not be liable for any loss arising from actions taken under this clause.

12. Data Protection and Privacy

Each party must comply with applicable data protection and privacy laws in connection with the Services and personal data processed under the Agreement. Each party represents and warrants that it has all necessary rights, consents and authorisations to process and share such data.

Each party shall implement reasonable security measures to protect the confidentiality, integrity, and availability of systems and data.

ONERWAY shall maintain systems and controls aligned with applicable regulatory expectations, including MAS Technology Risk Management Guidelines.

Each party shall notify the other of any material data breach or cybersecurity incident without undue delay and in accordance with applicable law.

Personal data may be transferred to, processed in, or accessed from jurisdictions outside Singapore in accordance with applicable data protection laws.

ONERWAY may use third-party service providers to process data and is not responsible for their acts or omissions to the extent permitted by applicable law. ONERWAY shall not be liable for losses arising from data breaches or cybersecurity incidents except to the extent required by applicable law.

13. Suspension and Termination

ONERWAY may suspend or terminate the Services immediately, in whole or in part, where the Merchant breaches the Agreement, poses unacceptable legal, regulatory, fraud, reputational, credit, or operational risk, or where ONERWAY is required to do so by law, a regulator, a card scheme, an acquirer, or another service partner.

ONERWAY may also terminate the Services for convenience upon reasonable prior notice. The Merchant may terminate the Services by giving prior written notice as specified in the Service Order.

ONERWAY shall not be liable for any loss arising from the suspension or termination of the Services in accordance with this clause.

Upon termination, access to the Services may be disabled and ONERWAY may cancel pending transactions and settle or withhold funds in accordance with the Agreement.

Termination or suspension does not affect any accrued rights, payment obligations, indemnities, or liabilities that by their nature are intended to survive, including provisions relating to fees, indemnities, liability, data and compliance.

14. Outsourcing and Third Parties

ONERWAY may engage affiliates, service providers, or other third parties in connection with the Services.

ONERWAY remains responsible for compliance with applicable regulatory requirements and for the oversight and risk management of outsourced functions, to the extent required under applicable law.

The Merchant acknowledges that certain Services depend on third-party providers, including financial institutions and payment systems, which are outside ONERWAY's control. ONERWAY shall not be responsible for delays, errors or failures caused by such third parties, except to the extent required by applicable law.

15. Sanctions and Financial Crime

The Merchant represents and warrants that it, its affiliates, and its counterparties are not subject to any applicable sanctions and are not engaged in any activity involving money laundering, terrorism financing, fraud or other financial crime.

ONERWAY may conduct screening and monitoring at any time and may require the Merchant to provide additional information or documentation to assess compliance risks.

ONERWAY may immediately suspend, restrict or terminate the Services where ONERWAY reasonably determines that:

• There is a risk of sanctions violations
• Financial crime risks, including money laundering, terrorism financing or fraud, are identified
• It is required to do so by applicable law, regulators, or authorities

ONERWAY shall not be liable for any loss arising from actions taken under this clause.

16. Fair Dealing and Transparency

ONERWAY shall use reasonable efforts to:

• Provide clear and transparent disclosure of applicable fees and charges, as may be updated from time to time
• Maintain processes for handling Merchant complaints and queries in accordance with applicable regulatory expectations

The Merchant shall act in good faith in its dealings with ONERWAY and cooperate in resolving any complaints or disputes.

Nothing in this clause creates any additional liability on ONERWAY except to the extent required by applicable law.

17. Limitation of Liability

To the maximum extent permitted by law, ONERWAY will not be liable for any indirect, incidental, special, punitive, or consequential losses, including loss of profit, revenue, goodwill, business or opportunity, arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise.

To the maximum extent permitted by law, ONERWAY's total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Merchant to ONERWAY in the [twelve (12)] months preceding the event giving rise to the claim, or such other amount as specified in the applicable Service Order.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for fraud.

18. Governing Law and Dispute Resolution

These Terms and any non-contractual matter arising out of or in connection with them are governed by the governing law stated for the applicable regional version below or, where applicable, by the law specified in the signed Country Agreement or Service Order.

Unless otherwise required by mandatory law or a signed regional agreement, disputes may be referred to arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. Special card scheme or acquirer dispute procedures will continue to apply where relevant.

For the Singapore version, references to the operating entity and governing law are aligned to Overcross Pte. Ltd. and the laws of Singapore.

19. Website Version and Contract Priority

These website Terms are provided for user information and onboarding convenience. The legally binding contractual relationship is formed by the final executed Service Order, Country Agreement, and other contractual documents accepted between the Merchant and the relevant ONERWAY operating entity.

ONERWAY may update these website Terms from time to time. The latest version displayed on the website applies to prospective use unless otherwise stated, but any signed contract documents will continue to govern the live merchant relationship to the extent applicable.