These terms and conditions (the “Agreement” or “Terms”) govern your use of the AXS Network (as defined below) and/or the AXS Services (as defined below) owned and operated by AXS Pte. Ltd. (hereinafter referred to us “AXS”, “we”, “us” or “our”). By using and/or accessing the AXS Network and/or the AXS Services, you agree to be bound by and comply with this Agreement and all Appendices attached to the Agreement. If you do not accept this Agreement, please immediately discontinue your use of and/or access to the AXS Network and/or the AXS Services.

AXS Reserves the right to modify this Agreement at any time. If the modifications constitute a material change to the Agreement, AXS will take reasonable efforts to notify the relevant individuals and/or entities.

1. DEFINITIONS

In this Agreement, the following words and expressions shall have the following meanings:

1.1.  “Account” means an account that you have created and registered with AXS;

1.2.  “Affiliate” means in relation to a company, any holding company of it and any subsidiary or subsidiary undertaking of any such holding company;

1.3.  “AXS Mobile Application” means any software application provided by AXS to offer you the AXS Services and any upgrades to it from time to time, which you may use on a mobile device including, without limitation, ‘AXS m-Station’;

1.4.  “AXS Network” means the network owned and operated by AXS comprising of the AXS Mobile Application, the AXS Website, the AXS Stations, the AXS Selection Website, and any other channel through which AXS may offer AXS Services;

1.5.  “AXS Selection” means a service which is made available on Internet website at  www.axs-selection.com.sg (or such other address which may be prescribed by us at any time which is similar or associated to such website) (“AXS Selection Website”) and AXS Mobile Application with product and service offerings for you to sign up/apply (for example, application of credit cards, application of insurance);

1.6.  “AXS Services” means all products and services and any other features, technologies and/or functionalities which AXS and/or any Participant may make available on the AXS Network from time to time including but not limited to the services as set out in section 2 (Description of AXS Services);

1.7.  “AXS Stations” means the AXS physical self-service kiosks used in the provision of AXS Services;

1.8.  “AXS Website” means the websites owned and operated by AXS including, without limitation, www.axs.com.sg, www.axsasia.com and such other address which may be prescribed by us at any time which is similar or associated to such website and the contents available on such website (including the AXS Services);

1.9.  “Business Day” means any day other than a Saturday, Sunday, national public holidays as designated by the government of Singapore or any day on which banking institutions in Singapore are authorised or obligated by law to close.

1.10.  “COF” refers to the any or all of the payment card(s) on file in a Members’ account, which must be a valid debit card or credit card;

1.11.  “Control” means either the ownership of at least thirty per cent (30%) of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the entity in question, or its holding supplier or parent undertaking. The terms “Controlled”, “Controlling”, “Controller” and “Controls” have the corresponding meanings;

1.12.  “Force Majeure Event” means any circumstances beyond the reasonable control of the affected party, including riot, civil unrest, war, act of terrorism, threat or perceived threat of act of terrorism, disaster, earthquake, extraordinary storm, lock-out or other industrial dispute, public internet failure, or changes in Applicable Law, to the extent that those circumstances materially affect the ability of the party relying on those circumstances to perform its obligations under this Agreement;

1.13.  “Instructions” means any communication, instruction, order, message, data, information or other materials received by us via the AXS Services and referable to a User’s Security Codes, from the User or purporting to come from the User;

1.14.  “Intellectual Property” or “IP” means any intellectual property (whether registered or unregistered), including  trademarks, service marks, rights in trade names, business names, trading and company names, logos or get-up, patents, rights in inventions, registered and unregistered design rights, copyrights, database rights and all other similar proprietary rights in any part of the world (including know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations or any extension to such registrations;

1.15.  “Participant” means any person or company (for example, billing organisations), including any third party, which at any time participates or is involved directly or indirectly in providing the AXS Services;

1.16.  “Payment” means a Transaction which effects a transfer of money;

1.17.  “Payment Method” means the method of effecting Payment;

1.18.  “Payment Method Provider” means the party providing and/or facilitating the Payment Method;

1.19.  “Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organisation has or is likely to have access;

1.20.  “Sanctions” means any economic trade sanctions or restrictive measures issued by the United Nations, United States or European Union;

1.21.  “Scheduled Downtime” means any period scheduled to perform system maintenance, backup and upgrade functions for the AXS Network and for the purpose of provision of the AXS Services such that access to the AXS Network and/or the AXS Services may be temporarily unavailable to the User;

1.22.  “Security Codes” means any personal or log-in details and other codes and access procedures for use in connection with use of and/or access to the AXS Services, including, without limitation, AXS Plus log-in details and AXS Mobile Application passcodes;

1.23.  “Transaction” means any transaction or instruction effected or issued, or purported to be effected or issued, by you through the AXS Services;

1.24.  “Unscheduled Downtime” means any period that the AXS Network and/or the AXS Services are not accessible to the User, excluding Scheduled Downtime;

1.25.  “User” means an end user of the AXS Website and/or the AXS Services

Reference to the singular includes a reference to the plural and vice versa.

2. DESCRIPTION OF AXS SERVICES

2.1. AXS provides various products and services designed to facilitate payments, transactions, and related services. This includes, but is not limited to payment gateway solutions, mobile applications, self service kiosks and more as set out in this section 2 (Description of AXS Services) and the Appendices.

2.2. AXS provides the following services by contracting with Participants to make various Payment Methods available to the User, including, without limitation, bank transfer, credit cards and debit cards. For the avoidance of doubt, the User continues to be subject to the applicable user agreement of the Payment Method :

2.2.1.   AXS Checkout

AXS Checkout is a service that facilitates online payment by the User between the User and the third-party merchant.

2.2.2.   AXS Drive

AXS Drive is the mobile application owned and operated by AXS which provides users to a payment solution at participating car parks as defined in Appendix 1 (AXS Drive Terms and Conditions)

2.2.3.   AXS e- Station

AXS e-Station is the web application owned and operated by AXS which allows users to make payment for their bills and fines, as well as access to other e-services

2.2.4.   AXS Station (“Kiosk”)

AXS Kiosk is a physical station/ platform providing Users with billing information, bill/fine payments, and access to other e-services

2.2.5.   AXS m-Station

AXS m-Station is the mobile application owned and operated by AXS which provides Users with access to their billing information and transaction history, as well as allowing users to make payment for their bills and fines, as well as access to other e-services

2.2.6.   AXS Plus

AXS Plus is a service on AXS Station that allows registered users to save their frequently paid bill accounts and access the list of bills from any AXS Station for payment.

2.2.7.   AXS Receive

AXS Receive is a service provided by AXS to facilitate and simplify refunds, payments and notifications to the User by the participating organisations. The AXS Receive service is only available to AXS m-Station accounts that have enabled additional security features via verification with Myinfo, and will have access to additional features such as being able to receive refunds via PayNow.

2.2.8.   AXS Recurring Payment Service

The AXS Recurring Payment Service (“Recurring Service”) is a service allowing Users to make payment for specified amounts with the corresponding Participants on an ongoing basis.

The AXS Recurring Service is only available to Users whose card and/or payment accounts remain valid for the monthly bills to be charged successfully.  Only select Participants will be eligible for the Recurring Service.

2.2.9.   AXS Terminal

AXS Terminal is the underlying payment infrastructure that allows AXS to collect payment, void transactions, provide refunds (directly and/or through the third-party merchant, where applicable), settlement, and more.

(each a “AXS Service” and collectively the “AXS Services”)

2.3. AXS reserves the right to add, modify, or remove any fees for any features used and add, modify or remove platform features without consent from Users or notifying Users.

3. TERMS OF USE

3.1. In using the AXS Services, the User hereby represents and warrants the following:

3.1.1. The User is at least 18 years of age or is of legal age to form a binding contract under any laws,  regulations, regulatory constraints, obligations or rules in Singapore or any other relevant jurisdiction, interpreted (where relevant) in accordance with any guidance, code of conduct or similar document published by any regulatory authority that has jurisdiction over either or both AXS and the User (“Applicable Laws”), in relation to the provision or receipt of the AXS Services;

3.1.2. All information provided by the User is true, accurate and complete;

3.1.3. Neither the User, nor to the User’s knowledge, any of the User’s Affiliate(s), or any of its or its Affiliates’ directors or officers, is the subject to Sanctions.

3.1.4. The User is not Controlled, directly or indirectly, individually or collectively, by one or more persons or entities that is or are the subject of Sanctions.

3.1.5. The User is responsible for complying with all Applicable Laws of the jurisdiction in which the User resides in and/or the jurisdiction from which the user is using the AXS Services, including but not limited to the conduct as specified in section 3.2 below;

3.1.6. The User will, upon request of AXS, provide any additional information deemed necessary by AXS for the purpose of compliance with the Applicable Laws;

3.1.7. The User has carefully reviewed and understood this Agreement.

3.2.While using the AXS Services, you agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the AXS Services:

3.2.1. Any conduct that results in, or may reasonably result in a breach of this Agreement;

3.2.2. Any conduct that violates any Applicable Laws, including, without limitation:

3.2.3. Any conduct that infringes any Intellectual Property, including but not limited to trademarks, copyrights, and patents;

3.2.4. Any conduct that engages in, assists, or facilitates illegal financial transactions and/or otherwise contravenes any Applicable Laws, regulations or guidelines issued by the relevant regulatory authority related to Anti-Money Laundering (“AML”) / Combating the Financing of Terrorism (“CFT”), fraud, corruption, or any other unlawful conduct;

3.2.5. Any form of cyberattack or malicious activity against any of the AXS Services, including but not limited to hacking, phishing, distributing malware, denial-of service attacks, and/or any other attempt to disrupt, damage or otherwise gain unauthorised access to the infrastructure of AXS, directly or indirectly;

3.2.6. Any use of unauthorised third-party software to access, crawl, mine or otherwise collect information from the AXS Websites.

3.3. AXS reserves the right to take the following actions against Users at their discretion:

3.3.1. Suspend and/or terminate any User’s access to the AXS Services;

3.3.2. Impose any restrictions on the use of the AXS Services on any User

3.3.3. Pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; and

3.3.4. Any other recourse as AXS deems fit.

3.4. AXS reserves the right to not process any Transactions for, without limitation, any of the following reasons at its sole discretion:

3.4.1. Where the Transaction may reasonable have been suspected to have been executed without authorisation of the User;

3.4.2. Where the Payment Method used is suspected to be a counterfeit and/or otherwise fraudulently obtained and/or tampered with;

3.4.3. Where there is any disruption in the AXS Network that may prevent AXS from accepting or processing the Transaction;

3.4.4. Where processing the Transaction may pose a risk to the AXS System; and

3.4.5. Where the Transaction may reasonably be suspected to be in violation of any Applicable Laws.

3.5. AXS may terminate this Agreement at its own discretion. AXS will make reasonable efforts to notify the Users of such termination. Termination of this Agreement shall be effective on and from the date AXS specifies in the notice to the User.  For the avoidance of doubt, termination will not affect any rights or obligations accrued prior to the date of termination. The User remains responsible for any Transaction or Payment authorised or purportedly authorised by the User prior to the date of termination.

3.6. AXS may charge a service fee to the User for use of any of the AXS Services. If a service fee may be charged, AXS will display that service fee to the User before the User uses the applicable service. The User’s use of the service shall constitute acceptance of the service fee, which are non-refundable.

3.7. In using the AXS Services, the User hereby represents that the User accepts the following:

3.7.1. The User is allowed only one (1) account per platform or service provided by AXS. Any attempt to create or use multiple accounts for any reason whatsoever may result in the suspension and/or termination of all accounts associated with the User.

3.7.2. The User will promptly notify AXS in the event of any changes to their account information, including but not limited to:

a)    Name;

b)    Email address;

c)    Contact number; and

d)    Registered address.

3.7.3. The User’s COF may be used across any and all AXS Services.

3.7.4. The User is solely responsible for maintaining the confidentiality of the User’s Security Codes.

3.7.5. Any use of and/or access to the AXS Services referable to the User’s Security Codes shall be deemed to be use of and/or access to the AXS Services by you.

3.7.6. Any Instructions shall be deemed to be transmitted or validly issued by you.

3.7.7. AXS is under no obligation to verify the authenticity or accuracy of the Instructions.

3.7.8. All Instructions are irrevocable and unconditional upon transmission through the AXS Services. AXS is entitled to (but not obliged to) effect or process such Instructions without any further consent from or reference or notice from the User.

3.7.9. The User will be responsible for all Transactions through the AXS Services made by any person, with or without your authority, knowledge or consent, and may not claim against us in connection with any such use or purported use.

3.7.10.   The User shall settle any claims against or disputes with any Participant and/or Payment Method directly with the Participant and/or Payment Method Provider, and not with AXS.

3.7.11.   The User grants AXS a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, transferable and sub-licensable right and license to use, modify and reproduce any ideas, suggestions comments, input, recommendations or enhancement requests provided by the User in connection with the AXS Services.

3.7.12.   The User will promptly perform all such acts and things (e.g. the execution of deeds and/or other documents) which may reasonable be required to confirm and/or transfer the ownership of the IP rights to AXS.

4. SECURITY

4.1. The User undertakes to immediately notify AXS if the User believes, or has reason to believe that:

4.1.1. there has been any unauthorised Transaction or Payment;

4.1.2. there has been any unauthorised access to the User’s Account;

4.1.3. there has been any unauthorised use of Security Codes;

4.1.4. the confidentiality of the User’s Security Codes has been compromised;

4.1.5. there has been an error in your Transaction information/history; or

4.1.6. the User requires more information in relation to a Transaction listed in the User’s Transaction information/history.

4.2. The User accepts that it is the responsibility of the User to regularly check the User’s bank statements or other applicable statements and records relating to the applicable Payment Method to ensure that there are no errors or unauthorised Transactions.

4.3. The User may contact and notify AXS by completing the online form (available at https://www.axs.com.sg/contact-us/) and providing the following details:

4.3.1. The name of the User as registered to the User’s Account;

4.3.2. A description of the suspected unauthorised Transaction or error (if applicable); and

4.3.3. An explanation as to why the User believes the Transaction to be unauthorised and/or erroneous; or

4.3.4. The reason the User requires more information to identify the transaction; and

4.3.5. The quantum of any the Transaction or error.

4.4. Upon receipt of the complete form aforementioned above, AXS may choose to contact the relevant Participant or Payment Method Provider to identify and/or investigate the Transaction or error. The User agrees that any claims and/or disputes in relation to the Transaction or error shall be made against the Participant and/or Payment Method Provider directly and not against AXS.

4.5. The decision of the relevant Participant and/or Payment Method Provider with respect to the identified Transaction or error is final.

4.6. Under any of the scenarios as set out at section 4.1, AXS may choose to issue replacement Security Codes (where applicable) and charge a corresponding replacement fee.

5. USER-GENERATED CONTENT AND INTELLECTUAL PROPERTY RIGHTS

5.1. Upon upload of any user-generated content, including but not limited to posts, comments, videos, and images (“UGC”), the user hereby grants AXS a non-exclusive, royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such UGC, including without limitation distributing part or all of such UGC in any media formats through any media channels.

5.2. All of the content belonging to AXS including the trade and service marks displayed on the AXS Network, as well as contents of the AXS Network and the AXS Services is protected by copyright, trademark, patent, and other laws. Except as provided by these Terms, the User may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content without the prior written consent of AXS.

5.3. The User may not reproduce, distribute, publish, modify, display, broadcast or transmit in any manner or store in an information retrieval system any part of the contents without the prior written consent of AXS.

5.4. Any third party software application you use via the AXS Network is subject to the user agreement of the third party. AXS does not own, control nor have any responsibility or liability for any third party software application you use on the AXS Network and/or in connection with AXS Services. The User may not claim against AXS for any loss or damage resulting from such use.

5.5. AXS owns all rights, titles and interests, including Intellectual Property rights in the AXS Network, including all documents, materials, tools and information used by AXS in connection with the AXS Services.

5.6. Any Intellectual Property created in the course of the use of the AXS Network and/or the AXS Services shall be the exclusive property of AXS.

5.7. Unless otherwise permitted in this Agreement, you will not, nor will you permit, authorise, assist or attempt to assist (whether directly or indirectly) any User or third-party to:

5.7.1.     use any AXS IP for any purposes other than the specific purpose for which access has been granted to you in connection with this Agreement;

5.7.2.     delete, remove or in any manner alter the copyright, trademark, or any other IP contained within or relating to any AXS’ IP or any other third parties’ IP appearing on or in connection with any AXS Network, AXS Services or any component thereof;

5.7.3.     modify, amend, alter, store, copy, duplicate, replicate, steal, create derivative works from, disclose, distribute, reverse engineer, reverse compile, disassemble or otherwise use all or any part of the AXS IP;

5.7.4.     circumvent, disable or otherwise interfere with security related features of the any AXS IP or features that enforce limitations on use of any AXS IP;

5.7.5.     use the any AXS IP on a service bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement;

5.7.6.     distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer any AXS IP or any of your rights therein;

5.7.7.     violate or abuse password protections governing access to the any AXS IP, AXS Network, AXS Services or otherwise;

5.7.8.     interfere or attempt to interfere with the integrity or proper working of the any AXS Network;

5.7.9.     use any AXS IP in any unlawful manner or in breach of this Agreement; or

5.7.10.  use any AXS IP in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other service or hardware without the prior written consent of the AXS.

5.8. You shall notify us without undue delay in writing of any breach by you of this section 5 or if you reasonably believe that you may be a breach of this section 5.

6. SERVICE AVAILABILITY AND PERFORMANCE

6.1. AXS hereby warrants that AXS shall be responsible for hosting the AXS Network and maintaining the infrastructure required to provide access to the AXS Services. The AXS Network will be hosted on servers operated by a third-party hosting provider that meets the industry standards for security and performance.

6.2. AXS shall make reasonable efforts to ensure that the hosting environment complies with the Applicable Laws.

6.3. AXS may conduct regular maintenance to ensure the proper functioning and performance of the AXS Network.

6.4. AXS may perform emergency maintenance without prior notice if required to address critical issues such as security vulnerabilities (e.g. Day 0 exploits) and/or system failures. AXS will make reasonable efforts to notify you should emergency maintenance be required to be performed.

6.5. AXS may regularly release updates to improve the functionality and performance of the AXS Network. These updates will be applied automatically, and your continued use of the AXS Network constitutes your acceptance of these updates as part of your access to the AXS Network.

6.6. AXS shall periodically obtain snapshots of the state of the AXS Network as part of its business continuity plans. AXS shall make reasonable efforts to ensure that such backup data is adequately protected and complies with the Applicable Laws.

7. DISCLAIMERS AGAINST WARRANTY, REPRESENTATION AND LIABILITY

7.1. Unlimited liability

Unless otherwise agreed, the Terms do not operate to exclude or limit:

7.1.1. any liability for fraud, death or personal injury arising from negligence;

7.1.2. your indemnification obligations under Section 8 (Indemnification);

7.1.3. your liability arising from any breach of sections 3 (Terms of Use) and 5 (User-Generated Content and Intellectual Property); or

7.1.4. any other liability which cannot be excluded or limited by Applicable Laws as defined in section 1.

7.2. Exclusion of indirect and consequential liability

7.2.1. Subject to section 6.1, neither party shall be liable (whether in tort, contract, breach of statutory duty or otherwise) under these Terms for any indirect or consequential loss or damage, special or punitive loss or damage, loss of profits or revenue, loss of business or goodwill, or loss or corruption of data, regardless of whether a party was advised of, had reason to know, or knew of the possibility that such loss or damage may arise.

7.2.2. For the avoidance of doubt, to the extent permittable by Applicable Laws, this includes any loss or damages, arising from:

a)  any use and/or access or the inability to use and/or access the AXS Network and/or the AXS Services;

b)  any information or data available on the AXS Network;

c)  any Transaction or Payment or AXS Services (including reminder service);

d)  any loss or abuse or unauthorised disclosure of information (including Security Codes); or

e)  any system, server or connection failure, error, omission, interruption, interception, delay in operation or transmission, or computer virus.

7.3. Disclaimers

7.3.1. You agree that you use and/or access the AXS Network and/or the AXS Services entirely at your own risk.

7.3.2. While AXS makes reasonable efforts to ensure that the information provided in the course of providing the AXS Services is accurate, reliable and up to date, AXS provides the Services on an “as is” basis.

7.3.3. AXS makes no warranty, representation, guarantee or condition of any kind, express or implied, regarding the AXS Services, and specifically disclaims, to the maximum extent permitted by Applicable Laws, all warranties, representations, guarantees and conditions (whether implied or otherwise), including in relation to merchantability, fitness for a particular purpose, and non-infringement. AXS does not warrant that the Services will meet your requirements, operate without interruption, will be error free, bug free or perform uninterrupted.

7.3.4. The AXS Services may include links to third-party websites or services that are not owned or controlled by the AXS. AXS is not responsible for the content, privacy policies, or practices of any third-party websites or services. Accordingly, you acknowledge and agree that accessing, and use of, any external third-party websites or services is at your own risk and is subject to terms agreed between you and the relevant third-party. Access to, or use of, any third-party technology affiliated with AXS may be subject to additional terms and conditions under which it is distributed as may be notified to you from time to time.

7.4. In any event, AXS’s liability to you (in contract, tort or otherwise) shall not exceed S$100.

8. INDEMNIFICATION

8.1. You shall indemnify and hold AXS harmless against any losses suffered (including reputational damage) or incurred by AXS arising out of or in connection with:

8.1.1. your use of the AXS Services; or

8.1.2. any third-party claim that any content generated by or provided by you or on behalf of you in connection with these Terms infringes any third-party intellectual property rights.

8.2. AXS shall give the user prompt notice of any claims under this section 7.

9. HYPERLINKS

9.1. For your convenience, the AXS Network and/or the AXS Services may include, refer to or make available hyperlinks to other third-party websites or content (including that of the Participants and Payment Method Providers). Such linked websites or content are not under our control and we are not responsible for the contents of or the consequences of accessing any such linked website, nor for any goods or services provided through any such linked websites.

9.2. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content. You agree that you use and/or access such linked websites or content entirely at your own risk.

10.  PRIVACY POLICY

10.1.   AXS will comply with all Applicable Laws relating to data protection and Personal Data that we receive in connection with the use of the AXS Network and/or the AXS Services.

10.2.   Your Personal Data is subject to our Privacy Policy which is deemed to be part of this Agreement.

10.3.   The User understands that Personal Data of the User may be disclosed to the Participants and/or such other third party for the purpose of providing the User with the AXS Services. Such disclosure and use of the User’s Personal Data may be necessary for the purposes of facilitating or enabling your use of the AXS Services. AXS may not be able to provide the AXS Services to you if you do not allow such disclosure, access to or use of your Personal Data.

11.  GOVERNING LAW AND DISPUTE RESOLUTION

11.1.   Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to beincorporated by reference in this clause.

11.2.   The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

11.3.   The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

12.  MISCELLANEOUS

12.1.   Assignment

12.1.1.   Members may not assign these Terms or any of the rights or obligations under these Terms to any party.

12.1.2.   AXS may, by notice in writing posted on the AXS website, assign all its rights and interests relating to or in connection with these Terms and/or AXS Services to a wholly owned subsidiary of AXS and/or its related entities, affiliates, and subsidiaries (the “Transferee”) without Members’ consent.

12.1.3.   Without prejudice and in addition to the aforementioned right, AXS may, by notice in writing posted on the AXS website (the “Assignment Notification”), transfer and/or novate all of its rights, interests, obligations and liabilities relating to or in connection with these Terms and/or AXS Services to the Transferee, and members shall not withhold their consent thereto.

12.1.4.   For the avoidance of doubt, Members hereby consent to:

a)  the assignment of all rights of AXS relating to or in connection with these terms and conditions and/or AXS Services to the Transferee;

b)  the assumption by the Transferee of all liabilities of AXS relating to or in connection with these Terms and/or AXS Services;

c)  the release of all obligations of AXS relating to or in connection with these Terms and/or AXS Services; and

d)  the Transferee taking the place of AXS as if it were named in all documents relating to or in connection with these Terms and/or AXS Services as a party there to in place of AXS, in each case with effect from such effective date as may be informed in the Assignment Notification.

12.2.   Safeguarding of Money.

As a holder of a major payment institution licence, AXS is required to ensure that your money received by AXS is safeguarded in a manner prescribed by MAS.  In this regard, AXS has established a designated trust account with a Singapore local safeguarding institution pursuant to the Payment Services Act for the purpose of safeguarding your money. Money in this trust account are strictly from payments made by Users and are not commingled with AXS’s money. In the unlikely event of AXS’s insolvency, the money in the trust account cannot be used for payment of our debts and will be disbursed out in accordance to payment records made by Users.

12.3.   No Solicitation.

The information and materials contained in or accessed through the AXS Network shall not be considered or construed as an offer or solicitation to sell, buy, give, take, issue, allot or transfer, or as the giving of any advice in respect of shares, stocks, bonds, notes, interests, unit trusts, mutual funds or other securities, investments, loans, advances, credits or deposits in any jurisdiction.

12.4.   Severability.

If any term (or part of the term) of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement which shall remain valid and enforceable.

12.5.   Entire Agreement.

This Agreement and any subsequent amendments to it constitute the entire agreement between you and AXS.

12.6.   Subject to Change.

This Agreement may be amended by us at any time by posting a revised version on the AXS Network. You should check the terms regularly. The revised version shall be effective on and from the date we specify. Should you not agree with the revised version, you should discontinue your use and/or access of the AXS Network and/or the AXS Services.

12.7.   No Waiver.

The failure of AXS to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties. intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

12.8.   Evidence.

You agree to treat as conclusive evidence, and not to dispute the validity, accuracy or authenticity of, any evidence of your instructions and communications transmitted between yourself and AXS. This includes such evidence in the form of AXS’s computer records, transaction logs, computer printouts, copies of any communication or any written statement by AXS’s personnel.

12.9.   Communications.

All communications (including but not limited to notices) from AXS to you may be made available on the AXS Network. AXS will not be responsible for your failure to receive such communications if such failure is due to (without limitation): (a) errors, faults or defects in your electronic device or telecommunication service provider; or (b) your failure to regularly check the AXS Network. We may from time to time designate other acceptable modes of communications and the time by which such notice shall be deemed given.

12.10.     Limitation Period.

Any claim of any nature by the User against AXS must be commenced within two (2) years after the date on which the cause of action arises, following which the User shall have no further claim whatsoever against AXS. This limitation shall not apply to claims arising from fraud, wilful misconduct, or any liability that cannot be excluded or restricted under applicable law.

12.11.     Force Majeure

12.11.1. Subject to complying with section 12.10.2, neither party shall be liable for any failure or delay in performing any of its obligations under this Agreement (except for payment of fees) for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.

12.11.2. The affected party shall promptly notify the other party in writing of the start of the Force Majeure Event (and in any case, no later than ten (10) days of becoming aware of the Force Majeure Event) and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

12.12.     Contracts (Rights of Third Parties) Act

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce anything in this Agreement (except as expressly described in this Agreement).

12.13.     Relationship of Parties

Nothing in these Terms shall constitute or be considered to constitute an agency, partnership or joint venture between AXS and AXS Drive’s Members and neither party shall have any authority to bind the other in any way.

12.14.     Feedback and Complaints

12.14.1. We value your relationship with us, and we strive to provide you with the best possible service. We encourage you to provide feedback on any aspect of the AXS Services. You acknowledge that the feedback is provided voluntarily, and that AXS has no obligation to use any of the feedback.

12.14.2. You may raise a complaint in writing by emailing cs@axs.com.sg and our customer support team will assist in resolving your complaint as soon as reasonably practicable.

12.15.     AXS Help Centre

12.15.1. The AXS Help Centre is a web-based interface that provides additional information and frequently asked questions about AXS, the AXS Network, and the AXS Services, which may be amended by us from time to time. Should you have any general queries, please first refer to the AXS Help Centre.

12.15.2. If you are unable to resolve a query through the AXS Help Centre, please contact our customer support team by emailing cs@axs.com.sg and the team will provide a response to your query as soon as reasonably practicable.

12.16.     Communication

All information and communication we share will be provided in English. However, there may be instances where information we provide may be also translated into other languages for convenience purposes. In the event of any discrepancies between information provided in English and any other language, the English version shall prevail.

 

APPENDIX 1: AXS DRIVE TERMS AND CONDITIONS

1.    DEFINITIONS

In this Appendix 1, the following words and expressions shall have the following meanings:

1.1. “Carparks” refers to any or all of the participating car park(s) as listed at https://www.axs.com.sg/drive-participating-carparks and as may be amended by AXS from time to time;

1.2. “Fees” refers to any charges or payments made in exchange for services or access to certain functionalities, including, without limitation, parking fees.

1.3. “Linked Vehicle” means any vehicle whose IU number and vehicle registration numbers have been entered and registered in the Members’ AXS Drive account;’

1.4. “Members” means Users who have successfully registered for the Membership;

1.5. “Membership” means the AXS Drive membership;

1.6. “Rewards” means any rewards that may be issued by AXS and/or related third parties in conjunction with any promotions as may be operated from time to time by AXS and/or related third parties; and

1.7. “Ticket” means a complimentary ticket and/or a redemption ticket issued by the operator of the Carpark.

Reference to the singular includes a reference to the plural and vice versa. Terms not otherwise defined in this Appendix 1 shall have the same meaning as is found in the Agreement.

2.    DESCRIPTION OF AXS DRIVE

2.1. AXS Drive is the mobile application owned and operated by AXS which provides to Members a payment solution that automatically charges registered Members’ Fees to the Members’ COF AXS Drive Carparks.

2.2. AXS Drive also provides Members with access to third-party services including but not limited to:

2.2.1. Obtaining quotes from partner insurance providers;

2.2.2. Obtaining quotes from partner vehicle workshops;

2.3. AXS Drive is available for download on the Apple App Store for iOS devices and Google Play Store for Android-based devices. AXS Drive is currently not available on Huawei AppGallery.

2.4. AXS Drive is designed to function on specific operating versions. To ensure proper performance and access to all features, the minimum required operating system is as stated in https://www.axs.com.sg/axs-drive/

2.5. AXS does not guarantee AXS Drive to work on other devices and/or operating system versions and Users are solely responsible for ensuring their mobile devices and operating system versions are suitable for the installation and usage of AXS Drive.

2.6. AXS Drive is only valid at certain Carparks located in Singapore. Members can refer to the “Help” section in AXS Drive and/or on the AXS website (https://www.axs.com.sg/drive-participating-carparks) for the full list of Carparks.

2.7. The Company may, at its discretion, conduct promotions, including lucky draws or other reward programs, subject to specific terms. The Company reserves the right to modify or discontinue any promotions or loyalty programs at any time.

3.    TERMS OF USE / ACCOUNT MANAGEMENT

3.1. In using AXS Drive, the User hereby represents and warrants the following:

3.1.1. The User is at least 18 years of age or is of legal age to form a binding contract under any laws, regulations, regulatory constraints, obligations or rules in Singapore or any other Applicable Laws in relation to the provision or receipt of the AXS Drive services;

3.1.2. All information provided by the User is true, accurate and complete;

3.1.3. The User is responsible for complying with all Applicable Laws of the jurisdiction in which the User resides in and/or the jurisdiction from which the user is using AXS Drive, including but not limited to the conduct as specified in section 3.2 below;

3.1.4. The User will, upon request of AXS, provide any additional information deemed necessary by AXS for the purpose of compliance with the Applicable Laws;

3.1.5. The User has carefully reviewed and understood this Appendix 1.

3.2. In using AXS Drive, the User hereby represents that the User understands and accepts the following:

3.2.1. The email associated with the Member’s Google account, Apple ID or Facebook account will be used to identify the Members.

3.2.2. Members are required to provide an active Singapore-registered mobile number for the purpose of One-Time Password verification upon registration

3.2.3. Each Member may only register for one (1) AXS Drive account, which is non-transferable.

3.2.4. Each Member is responsible for ensuring that their personal particulars, debit/credit card details and vehicle information remains updated and accurate.

3.2.5. Access to the AXS Drive service is subject to the Member ensuring that there are no outstanding amounts owed to AXS.

3.2.6. Any extra charges incurred due to incomplete and/or inaccurate personal particulars, debit/credit card details, or vehicle information shall be borne by the Member.

3.3. Where there are any material changes to this Appendix 1, AXS will take reasonable efforts to notify the Members. Any continued usage of AXS Drive after such notification shall be deemed to be an acceptance of the amended Appendix 1 by the Members.

3.4. Where a Member does not agree to the amended Appendix 1, the Member may request for account closure by following the procedure as set out in section 7 (Termination/Closure of AXS Drive Membership).

3.5. AXS reserves the right to take the following actions against Members at their discretion:

3.5.1. Suspend and/or terminate any Member’s access to the AXS Drive;

3.5.2. Impose any restrictions on the use of the AXS Drive on any Member

3.5.3. Pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; and

3.5.4. Any other recourse as AXS deems fit.

4.    PAYMENT

In using AXS Drive, Members hereby represent that they understand and agree to the following:

4.1. Members are required to link a debit card or credit card as their preferred payment card, which will be the default COF.

4.2. AXS may place a temporary hold on funds on the COF when the Member enters the carpark, which may appear as a pending transaction.

4.3. Upon exit of any of the Carparks, this COF will be charged automatically.

4.4. Where the transaction charged to the COF fails to be processed, AXS may charge any outstanding amount to other Payment Methods available in the Member’s account.

4.5. Where the Members incur Fees due to entering of inaccurate vehicle details, failing to update vehicle details or otherwise, the Members remain liable for the full sum of any Fees incurred.

4.6. AXS may, at its own discretion, pursue reasonable course of action, including attempting to process the payment again, debt collection, against Members who have any outstanding amounts, arising from, without limitation, any of the following:

4.6.1. Utilising any of the AXS Drive services without a valid payment method,

4.6.2. Where the registered payment card has been declined; or

4.6.3. Where AXS is unable to perform a charge to the Member’s registered payment card.

5.    COMPLIMENTARY/REDEMPTION TICKETS

5.1. The Carparks will charge the Members in the following order:

5.1.1. Value of the Ticket;

5.1.2. AXS Drive COF;

5.1.3. Electronic Payment System;

5.1.4. Manual insert/tap at the exit station

5.2. Members are solely responsible for ensuring that the correct Carpark is selected when scanning and/or redeeming any Ticket.

5.3. Tickets are not stackable and may only be used once. Where more than one Ticket has been scanned and/or redeemed, the Tickets will be applied on a first-in, first-out basis. Any unused but redeemed Tickets will remain in the Member’s account until expiry.

5.4. Where there is more than one Linked Vehicle parked in the Carpark that is tied to the same AXS Drive account, the Ticket will apply to the first Linked Vehicle that exits the Carpark. Any subsequent Linked Vehicle’s parking fees will be charged in accordance with the sequence as set out in section 5.1 above.

5.5. For the avoidance of doubt, where a Member does not scan and/or redeem the Ticket in AXS Drive, the Member may still manually scan the Ticket at the exit station. Failure to do so will result in the Member being charged the parking fees as calculated and reflected by the Carpark operator. AXS is not liable for any damages and/or losses that may arise as a result of the Member not being able to scan and/or redeem the Ticket.

6.    TERMINATION/CLOSURE OF AXS DRIVE MEMBERSHIP

6.1. Members may terminate their Membership by selecting the “Close Account” option under the “Edit Profile” page. Upon selection and confirmation of this option, the User will no longer have access to AXS Drive.

6.2. Members will be required to settle all outstanding payments associated with their AXS Drive account before AXS permanently closes the account. All personal details and records including transaction history and complimentary tickets will not be retrievable upon account closure.

6.3. AXS will make reasonable efforts to ensure that account closure will be completed within 30 Business Days.

7.    MISCELLANEOUS

7.1. AXS may amend this Appendix 1 anytime by posting the latest amended Appendix 1 on AXS Drive and/or AXS website without any prior notice. Any continued usage of AXS Drive after the amendment of this Appendix 1 shall be deemed to be in acceptance of the amended Appendix 1.

7.2. Personal Data

7.2.1. In using AXS Drive, the Member understands and accepts that Personal Data of the Member may be disclosed to third parties for the purpose of facilitating or enabling the Member’s use of the AXS Drive Services. AXS may not be able to provide the AXS Drive services to you if you do not allow such disclosure, access to or use of your Personal Data.

7.2.2. Your Personal Data is subject to our Privacy Policy.

 

APPENDIX 2: AXS MERCHANT PORTAL TERMS AND CONDITIONS

 

1.    DEFINITIONS

In this Appendix 2, the following words and expressions shall have the following meanings:

1.1. “Merchant” refers to any Users as well as any individual and/or entity accessing the AXS Merchant Portal who have been granted access to the production environment to manage financial transactions, or utilise any or all of the AXS Services.

1.2. “Merchant Agreement” refers to the legally binding contract the Merchant and AXS that details the terms and conditions under which the Merchant is granted access to and/or provided with the AXS Services.

Reference to the singular includes a reference to the plural and vice versa. Terms not otherwise defined in this Appendix 2 shall have the same meaning as is found in the Agreement.

2.    DESCRIPTION OF AXS MERCHANT PORTAL

2.1. The AXS Merchant Portal facilitates the integration of Merchants and/or developers with the systems of AXS.

2.2. The AXS Merchant Portal provides access to the following, without limitation:

2.2.1. Transactions Management

The AXS Merchant Portal allows Merchants to track and view all the status of all payment transactions, including but not limited to successful transactions, declined transactions, void and refund.

2.2.2. Transaction Dashboard

The AXS Merchant Portal provides detailed reports on Payment activities, helping Merchants analyse their transaction trends.

2.2.3. Account Settings:

The AXS Merchant Portal allows Merchants to configure their Payment settings, such as managing branding for payment page and integration options related to their Payment Methods.

2.2.4. Invoices and Settlements:

The AXS Merchant Portal allows merchants to view and download invoices and settlement reports. It also tracks when Payments are settled into the Merchant’s bank account.

2.2.5. Create and View Application Credentials

Merchants need to send application credentials as part of the API call to perform payment transaction.

2.2.6. Manage AXS Checkout

Merchants can self-service manage branding on hosted payment page, create and manage payment link.

2.2.7. View Subscription to AXS Services

Merchants will be able to view detailed information relating to the AXS Services subscription details, including active subscriptions, products/services available, payment schemes, and features.

2.2.8. Customer Support:

The AXS Merchant Portal allows Merchants with access to customer support tools or contact AXS’s support team directly where technical issues or inquiries about payments arise.

3.    TERMS OF USE / ACCOUNT MANAGEMENT

3.1. A Super Administrator account will be created once Merchant has been successfully onboarded to AXS Services. We will use the Applicant details provided during the process of applying for AXS Services.

3.2. Merchant will self service manage and create roles and assign access for the users within their company.

3.3. In using the AXS Merchant Portal, the Merchant hereby represents and warrants the following:

3.3.1. The Merchant is at least 18 years of age or is of legal age to form a binding contract under any laws, regulations, regulatory constraints, obligations or rules in Singapore or any other Applicable Laws in relation to the provision or receipt of the AXS Merchant Portal services;

3.3.2. All information provided by the Partner is true, accurate and complete;

3.3.3. The Partner is responsible for complying with all Applicable Laws of the jurisdiction in which the Partner resides in and/or the jurisdiction from which the user is using AXS Merchant Portal;

3.3.4. The Partner is responsible for all requests made on the portal, including requests for refunds, chargebacks, or otherwise;

3.3.5. The Partner will, upon request of AXS, provide any additional information deemed necessary by AXS for the purpose of compliance with the Applicable Laws;

3.3.6. The Partner has carefully reviewed and understood this Appendix 2.

4.    TERMINATION/CLOSURE OF AXS MERCHANT PORTAL ACCOUNT

4.1. Merchants may terminate their AXS Merchant Portal account subject to the Merchant Agreement which is deemed to be part of this Agreement

4.2. Merchants will be required to settle all outstanding payments associated with their AXS Merchant Portal account before AXS permanently closes the account.

4.3. AXS will make reasonable efforts to ensure that account closure will be completed within 30 Business Days.

4.4. Where there are any material changes to this Appendix 2, AXS will take reasonable efforts to notify the Merchants. Any continued usage of AXS Merchant Portal after such notification shall be deemed to be an acceptance of the amended Appendix 2 by the Vendors.

4.5. Where a Vendor does not agree to the amended Appendix 2, AXS may terminate and/or disable access to the Vendor’s AXS Merchant Portal account.

5.    MISCELLANEOUS

5.1. AXS may amend this Appendix 2 anytime by posting the latest amended terms on the AXS Merchant Portal and/or AXS website without any prior notice. Any continued usage of AXS Merchant Portal after the amendment of this Appendix 2 shall be deemed to be in acceptance of the amended Appendix 2.

5.2. Personal Data

5.2.1. In using the AXS Merchant Portal, the Merchant understands and accepts that Personal Data of the Merchant may be disclosed to third parties for the purpose of facilitating or enabling the Merchant’s use of the AXS Merchant Portal services. AXS may not be able to provide the AXS Merchant Portal services to you if you do not allow such disclosure, access to or use of your Personal Data.

5.2.2. Your Personal Data is subject to our Privacy Policy.