MASTER SERVICE AGREEMENT
Effective from 1 November 2025
1. General
1.1 This Master Service Agreement (“ Master Agreement”) governs your use of the Statrys Dashboard and the Services by establishing a legal agreement between Statrys Singapore Pte. Ltd. which has its registered office at 110 Robinson Road, #08-00, Singapore 068901(“ Statrys”, “ us”, “ our” or “ we”) and you (“ you”, “ your” or “ Customer”). In this Master Agreement, the Customer and Statrys are individually referred to as a “ Party” and collectively as the “ Parties”.
1.2 You should download a copy of this Master Agreement and keep it for future reference, or you can ask us for a copy at any time. You can always see the most current version of this Master Agreement on our Website.
1.3 Prior to the use of our Services, you must register and create an account with Statrys (“ Statrys Account”). We will conduct due diligence on you for know-your-customer purposes before approving your Statrys Account. Further details on customer due diligence are outlined in Clause 3.
1.5 If Statrys needs to send you information in a form that you can keep and retain for future reference, we will either send you an email or provide information via the Statrys Dashboard that you can download. Please keep copies of all communications that we send to you.
2. Services
2.1 Statrys provides payment and foreign exchange services in connection with the use of multi-currency accounts, in accordance with the terms and conditions set out in the applicable Services schedule (“ Services Schedule”).
2.2 The Services shall solely be used in accordance with the terms and conditions set out in the acceptable use policy (“ Acceptable Use Policy”).
2.3 This Master Agreement, the Services Schedules and the Acceptable Use Policy (collectively the “ Terms”) constitute the entire agreement between you and Statrys, and the Terms supersede all prior agreements and understandings. Please read this Master Agreement carefully together with the Services Schedules and the Acceptable Use Policy.
2.4 Upon approval and activation of your Statrys Account, you will gain access to the Statrys Dashboard and the Services. By using our Services, you confirm your acceptance and consent to the Terms, as posted on our Website.
2.5 Statrys may impose interim or permanent restrictions on the use of all or any part of the Services based on regulatory requirements, your country of residence, identity verification checks, or business requirements as described in the Acceptable Use Policy.
3. Customer Due Diligence
3.1 To comply with Applicable Law, we will conduct customer due diligence checks on you, your directors, partners, ultimate beneficial owners, employees (as applicable), and Authorised Users, along with any parties involved in your transactions or use of the Services.
3.2 You shall assist us to conduct customer due diligence checks, and must provide complete, accurate, and current information at all times and promptly supply any additional information we require within two (2) Business Days of our request. We may withhold the Services until we have received all necessary information and will not be liable for any loss resulting from your failure or delay in providing the requested information.
3.3 You agree that we may, directly or through a third party, verify the information you provide, including checks on commercial databases. We may retain records of such checks as required by Applicable Law.
3.4 Our provision of the Services is subject to (i) the successful completion of the customer due diligence checks and (ii) no significant changes to your status during your use of the Services.
3.5 If you do not pass our customer due diligence checks, we reserve the right to deny you the Services without providing any reason.
4. Authorised Users
4.1 You may appoint an Authorised User to act on your behalf to conduct certain transactions or give instructions to Statrys under the Terms. You must promptly provide Statrys with the details of any proposed Authorised Users, including the name, address, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that Statrys may reasonably require.
4.2 Any references to “Customer,” “you,” and “your” in the Terms and the Vendor Terms shall include Authorised Users where contextually appropriate.
4.3 You are responsible for ensuring each Authorised User is aware of and complies with the Terms and the Vendor Terms.
4.4 If you authorize any person to give Electronic Instructions on your behalf, you are responsible for their actions and omissions, including any liabilities and losses arising from payments or transactions initiated or authorized by them.
4.5 You acknowledge, agree and consent that:
4.4.1 Authorised Users have the authority to provide Electronic Instructions to Statrys on your behalf;
4.4.2 Statrys will rely on the authority of the Authorised User, and you will be bound by the actions of the Authorised Users until Statrys is notified in writing of any changes to their authorisation;
4.4.3 You are responsible for ensuring appropriate persons are granted necessary authorisation as Authorised Users;
4.4.4 Statrys may refuse access and/or use of the Statrys Dashboard and the Services to Authorised Users if there are concerns about unauthorized or fraudulent access; and
4.4.5 You shall promptly report to Statrys any infringements or unauthorized access to and/or use of the Statrys Dashboard or any Services.
4.6 Disputes between you and an Authorised User regarding the access to your Statrys Account and use of the Services are your sole and entire responsibility. Statrys is not a party to any claim or dispute between you and your Authorised Users.
5. The Statrys Dashboard
5.1 You are hereby granted a personal, non-exclusive, limited, non-transferable, royalty-free and freely revocable license to use the Statrys Dashboard. Statrys reserves all rights of the Statrys Dashboard that are not expressly granted herein. Statrys may terminate this license at any time without assigning any reason.
5.2 Your Statrys Account gives you access to the Services and Statrys Dashboard functionality that Statrys may establish and maintain from time to time and in our sole discretion. Statrys may maintain different types of Statrys Accounts for different types of users. The Services and Statrys Dashboard functionality available to you will vary based on your Statrys Account type and how your Statrys Account is configured by the account owner(s).
5.3 The Statrys Dashboard and Services may be available through different devices (for example, personal computers or mobile devices). The availability and features of the Statrys Dashboard and Services may vary depending on the type, system specifications and configuration of the device.
5.4 The access to the Statrys Dashboard and use of the Services by you or your Authorised User may be limited and subject to the Applicable Law of the country you or your Authorised User is located in. Statrys will not be responsible for any fees, charges and expenses such as data roaming charges or any other charges which may be imposed by your telecommunication or other service providers in connection with the access and use of the Statrys Dashboard and the Services.
5.5 There may be circumstances where Statrys and/or the Vendor may need to change the frequency and manner of access and use of the Statrys Dashboard and the Services, such as transaction limits, operating hours or types of facilities and services. In certain situations, Statrys and/or the Vendor may have to suspend the Services without giving you or your Authorised User prior notice. Under such circumstances, Statrys will not be responsible for any inconvenience, loss, damage or injury suffered by you, your Authorised User, or any other third party.
5.6 Statrys may introduce new or different forms of authentication service when you or your Authorised User wish to access the Statrys Dashboard and use the Services. Statrys may replace the authentication service from time to time without prior notice to you or your Authorised User.
6. Fees
6.1 Statrys may charge fees for the Services (“ Fees”) in accordance with the pricing set out on our Website.
6.2 The Fees will be notified to you via the Statrys Dashboard as you use the Services. The Fees may be subject to revision without prior notice to you or your Authorised Users. Your or your Authorised User’s continued use of the Services after any such revision constitutes your consent to the revised Fees.
6.3 The Fees will be deducted from your Statrys Account or be invoiced to you for settlement in accordance with the terms specified on the Statrys Dashboard, your order form, or in the relevant invoice. If you do not make payment of the Fees by the relevant due date, Statrys may charge a late fee and interest on the overdue amount and be entitled to suspend your access to the Statrys Dashboard or use of the Services until the overdue amount is paid in full.
6.4 If any amount of Fees owed to Statrys is outstanding, you agree that such outstanding amount may at Statrys’ discretion be deducted from your Statrys Account. If your Statrys Account does not have enough funds to pay the amount of Fees owed to Statrys, Statrys may, at your own cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).
6.5 All amounts payable to Statrys are exclusive of all taxes and similar fees now in force or enacted in the future, which the Customer will be responsible for and will pay in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. Accordingly, Statrys shall be entitled to gross up its invoices to include applicable taxes.
6.6 Vendors may separately charge you fees for the Vendor Services they provide. You are responsible to the Vendor for the settlement of such fees.
7. Intellectual Property
7.1 The contents on the Website and the Statrys Dashboard may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked, or otherwise used in any manner without Statrys’s prior written consent.
7.2 All trademarks, service marks, logos used on the Website and the Statrys Dashboard, patents, rights to inventions, copyright and related rights, trade names and domain names, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend) (collectively, the “ Intellectual Property Rights”), are the property of the Statrys Group and/or the respective third-party proprietors identified on the Website and the Statrys Dashboard. No license or right is granted, and access to the Statrys Dashboard and/or use of the Services should not be construed as granting any license or right to use any Intellectual Property Rights without prior written consent. No trademark, service mark, or logo used on the Website and the Statrys Dashboard may be used as a hyperlink or to mark any hyperlink to any Statrys Group member's site or any other site without Statrys’s prior written consent.
7.3 The Customer agrees that Statrys may include the Customer's name, trading name, logo, trade marks and general business information in Statrys’ promotional and marketing materials for the Services and on its Websites without consent. The Customer may at any time and upon reasonable notice in writing to Statrys request that Statrys ceases to use its name, logo, trade marks and general business information for these purposes.
7.4 The Customer shall not, except to the extent allowed by Applicable Law , attempt to: (a) use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, or otherwise commercially exploit, frame or re-publish any part of the Services including the Statrys Dashboard; (b) allow any unauthorised person to access the Statrys Dashboard and/or use the Services, or trade on the Statrys Dashboard for speculative purposes; or (c) reverse compile, disassemble, reverse engineer, attempt to extract the source code from all or any part of the Services and/or Statrys Dashboard.
7.5 If the Customer provides us with any comments, questions, ideas, suggestions or other feedback relating to the Statrys Dashboard or any of the Services (“ Feedback”), the Customer agrees that we may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as constituting the Customer's confidential information.
8. Records and Data
8.1 We will treat all Electronic Instructions as final and unconditional when they are received by us through the Statrys Dashboard, or, under prior arrangements agreed with Statrys, when they are received in writing through a representative of Statrys. This means we shall be entitled (but not obliged) to effect such Electronic Instructions without your further consent and notice to you.
8.2 Our records of Electronic Instructions, and Services operations maintained by us or by any relevant person authorized by us, shall be binding and conclusive on you for all purposes whatsoever, except in the case of manifest errors.
8.3 When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to object. This provision shall also apply to all records maintained by Providers where applicable.
9. Collection and Use of Personal Information
9.1 You and your Authorised Users agree that any information provided to us may be disclosed to and used by the following parties:
9.1.1 Credit bureaus and similar institutions to report or inquire about your financial circumstances and to report or collect debts you owe.
9.1.2 Regulatory authorities, courts, and governmental agencies to comply with legal orders, legal or regulatory requirements, and government requests.
9.1.3 Our Providers, other entities of the Statrys Group, payment intermediaries, regulatory authorities, and governmental agencies to detect and prevent fraud and other criminal activities, and to protect the Statrys Group.
9.1.4 Other entities of the Statrys Group for marketing and risk management purposes.
9.1.5 Our Providers who perform services for us and help operate the Services and the Statrys Dashboard (e.g., cybersecurity, human resources, IT support, and audit services).
9.1.6 Banks, financial institutions, payment intermediaries, or other partners with whom we may jointly offer or develop products and services, provided they do not use your personal data for independent marketing without your consent.
9.1.7 Our professional advisors (including lawyers) to protect and advance our rights.
9.2 Without limiting the foregoing, you agree that we may transfer your and your Authorised Users’ data to any Vendor, Provider, payment intermediary, and any entity within the Statrys Group for the purposes of processing Electronic Instructions and your transactions and to provide you with the Services (for example, we will share information about you and your transactions with the relevant book-keeping service provider if you opt to use the book-keeping integration function available on the Statrys Dashboard). Regardless of where we process your information, we will store and protect it in accordance with Applicable Law.
9.3 In addition, you hereby acknowledge and agree that Statrys may utilize a third party, Onfido, to process identity checks on your shareholders, directors and/or Authorised Users (as applicable).
10. Privacy and Data Retrieval
10.1 Statrys is required to comply with all Applicable Laws, regulations, notices and guidelines issued by relevant authorities from time to time. In this connection, you may be required to provide, through the Statrys Dashboard, or by electronic mail, relevant data necessary to allow Statrys to establish and verify your identity, as well as the identity of all beneficial owners, partners, directors or individuals with executive authority and individuals authorized to open and operate your Statrys Account. Such data will be required at the time of opening of your Statrys Account and may be required on an ongoing basis thereafter.
10.2 Where you have given us personal data of another person, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you confirm and represent to us that you have obtained the relevant individual’s express consent to share his/her personal data with us for the purposes set out in this Clause 10. You are required to show to the relevant individual(s) information about provisions of the this Master Agreement so that they may understand the manner in which their personal data may be collected, used and disclosed by Statrys in connection with your dealings with us and our use of their personal data including our use of personal data for direct marketing purposes and their consent to our use of their personal data provided by you on their behalf.
10.3 We will collect, use and disclose your information (including personal data of individuals that you have provided to us) in accordance with our data privacy policy available on the Website as may be amended, supplemented and/or substituted from time to time.
10.4 Without prejudice to the foregoing, you give us your consent, and authorize us, to at any time and without notice or liability, use and disclose the personal data that you give to us and any particulars of and/or otherwise relating to your Statrys Account to:
10.4.1 any entity of the Statrys Group and their respective agents and contractors in any jurisdiction for the purposes of fraud detection and monitoring, regulatory compliance and reporting, customer screening relating to sanctions, anti-money laundering and countering the financing of terrorism compliance processes, and monitoring credit exposures across the Statrys Group;
10.4.2 any entity of the Statrys Group, payment processor, account issuer, card issuer, financial institution, payment intermediary and contractor in any jurisdiction for the purposes of (i) facilitating, effecting and/or processing your Electronic Instructions and related transactions on your Statrys Account and/or (ii) administering any benefit, privilege and term applicable to your Statrys Account;
10.4.3 any entity of the Statrys Group, payment processor, account issuer, card issuer, financial institution, payment intermediary and contractor in any jurisdiction which has a legitimate business purpose for obtaining such information, including offering you products or services in connection with your Statrys Account and/or any related transaction, and/or otherwise to facilitate your use of the Statrys Account;
10.4.4 any person or organisation for the purpose of enabling or facilitating the book-keeping and accounting integration services available on the Statrys Dashboard including but not limited to book-keeping and accounting services providers and information management services providers;
10.4.5 any entity of the Statrys Group and their respective agents and contractors for the purposes of (i) conducting research and/or analysis relating to any product and/or service provided by Statrys or such party and (ii) improving, enhancing or developing new services or new methods of processes for business operations in relation to your Statrys Account;
10.4.6 any bank, credit or charge card company and merchant for the purpose of any credit or other enquiry in connection with your Statrys Account;
10.4.7 any person or organisation engaged by or on behalf of any entities of the Statrys Group for the purpose of performing of our services or operational functions where these have been outsourced;
10.4.8 any agent appointed by us for the purpose of making, printing, mailing, storing, microfilming and/or filing any personalised statement of accounts, card, label, mailer or any other document or item on which your name and/or other particulars appear, or any data, record or document, and/or otherwise to provide a service to you;
10.4.9 any information garnering or processing organisation or consultant or entity conducting surveys or analysis or research or developing system applications for Statrys or any entity of the Statrys Group;
10.4.10 the police, law enforcement agency or any public officer for the purposes of conducting an investigation into any matter relating to your Statrys Account or any Statrys Group member in any jurisdiction;
10.4.11 any government agency, authority, tribunal or court of any jurisdiction (or equivalent), in compliance with the order, notice or request of such agency, authority, tribunal or court, and/or applicable laws and regulations, and/or for commencing, defending or otherwise participating in any legal or administrative proceedings or inquiry before any court, tribunal or other agency or authority;
10.4.12 any person for the purpose of collecting or recovering on Statrys's behalf, or for securing for your benefit, or for the repayment on your behalf, any sums of money owing to Statrys by you;
10.4.13 auditors and professional advisors including lawyers, insurers and receivers appointed by any entities of the Statrys Group;
10.4.14 any person authorized to operate your Statrys Account and any guarantor or security provider relating to your Statrys Account;
10.4.15 any rating agency, business alliance partner, insurance company, insurer, insurance broker or direct or indirect provider of credit protection;
10.4.16 any person or organisation who, in the course of the sending and delivering of communication materials (including all forms of direct mailers and advertisements) from us to you or the prior preparation, sees any envelope or communication material sent by us to you, which bears our name and/or logo;
10.4.17 any person or organisation to clarify or correct any wrongful or erroneous belief, representation or allegation to any third party, whether made by you or on your behalf, both in public and in private, regarding any of our dealings with you or otherwise in relation to our Services, processes or policies, regardless of the form of media or platform which may include but is not limited to, published articles, posts, complaints or petitions; and/or
10.5 The Customer will not knowingly perform its obligations under this Master Agreement in a way that causes Statrys to breach applicable Data Protection Legislation.
10.6 You will ensure that any Personal Data that is transferred to Statrys is transferred by a method and means that is secure and compliant with Data Protection Legislation in addition to any other reasonable information security requirements specified by us.
10.7 The Customer will provide Statrys with reasonable cooperation and assistance to comply with all obligations imposed on Statrys by the Data Protection Legislation and any relevant Applicable Law, including: (i) dealing with and responding to any communications from data subjects; (ii) dealing with, mitigating and responding to any breach of personal data; and (iii) with respect to security, impact assessments and consultations with supervisory authorities or regulatory bodies.
10.8 You can ask us what information we hold about you and, where applicable, you can ask us to correct it if it is inaccurate or incomplete. We will need to verify your identity before we can process your request.
10.9 To submit a question or request regarding your personal data, you may contact us at 110 ROBINSON ROAD, #08-00, SINGAPORE 068901 (Attention: Data Protection Officer) or via email at dpo@statrys.com. We will respond to your request as soon as reasonably possible within 30 days after receiving your request.
10.10 Following termination or deactivation of your Statrys Account, we may retain Personal Data and content for backup, archival, audit, disaster recovery, or otherwise in accordance with Applicable Law, guidelines and directives (for example, regulations relating to the prevention of money laundering and countering the financing of terrorism).
11. Confidentiality
11.1 All information relating to Statrys and/or Statrys Group, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“ Confidential Information”).
11.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to Statrys and/or the Statrys Group, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with your Statrys Account. You will remain liable for any disclosure of Confidential Information by your agents, representatives and employees as if you had made such disclosure.
11.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, or if disclosure is made to your attorneys, accountants, and other advisors as reasonably necessary, or for the purposes of defending yourself in relation to actual or threatened proceedings; provided that in respect of mandated disclosure (by law or proceedings), you will give Statrys reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under Applicable Law).
11.4 The provisions of this Clause 11 shall survive the termination or expiry of this Master Agreement.
12. Disclaimer
12.1 Statrys does not provide any warranty of any kind in respect of:
12.1.1 the Services, including warranties of accessibility, quality, provision or performance;
12.1.2 any content, including warranties of accuracy, adequacy, currency or reliability;
12.1.3 hyperlinks on the Website or the Statrys Dashboard to any other websites or content, which are not an endorsement or verification of such websites or content; and
12.1.4 the Vendor Services.
12.2 The Services are provided "as is" and Statrys expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. Statrys does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, or will operate in combination with your hardware, other software, or third-party services. Although Statrys makes reasonable efforts to ensure the Services are free of viruses or harmful components, it cannot guarantee this. Statrys also cannot guarantee that the Services will not incur delays, interruptions, or other errors outside its reasonable, which are inherent in internet and electronic communications.
12.3 Unless indicated otherwise, Statrys does not offer financial advice and the Customer must not treat any information displayed on the Website or the Statrys Dashboard as financial advice.
12.4 Any claims against or disputes that you may have with a Provider are to be settled between you and the relevant Provider. You agree that you will not claim against us or any entity of the Statrys Group in this respect.
12.5 Settlement of any claims or disputes that you have raised against Statrys will be processed in accordance with our internal policies and the Network Rules (where applicable).
12.6 Statrys may work with third parties, including other entities of the Statrys Group, to provide the Services. If the Customer receives information from Statrys regarding or marked or indicated as provided by such third parties, the Customer will not rely on such information and will not make any claims against such third parties or Statrys in relation to such information. The Customer bears all risk and responsibility if it chooses to rely on such information.
13. Suspension and Termination
13.1 At any time, subject to outstanding transactions between you and Statrys, you can stop using any part of the Services and terminate your Statrys Account by giving us instructions to do so,
13.2 Statrys shall have the right to restrict, freeze, suspend or terminate your access to the Dashboard and use of the Services, including the Statrys Account, with immediate effect without prior notice and without giving any reason if:
13.2.1 You have, or are reasonably suspected by us to have, breached the Applicable Law or the Terms.
13.2.2 You have given Statrys false or inaccurate information, or Statrys has been unable to verify any information you have provided;
13.2.3 You notify Statrys of, or Statrys suspects or identifies, any possible or actual unauthorized transactions;
13.2.4 where we have reason to believe that you are engaged in fraud, money laundering, terrorist financing or other illicit activity, or we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or management team or between your directors, shareholders, authorised signatories or partners;
13.2.6 where we have reason to believe that you may cause us to breach our internal risk appetite policy;
13.2.7 where a licensed partner of ours requests that we restrict or terminate the Services;
13.2.8 we receive Instructions from your representatives or any of your directors or partners (whether or not the director or partner is an Authorised User) which contradict your Electronic Instructions;
13.2.9 we are required to comply with Applicable Law, or any Applicable Law which we, or any entities of the Statrys Group, have to comply with makes it illegal to maintain or allow you to continue to use or access the Statrys Dashboard and/or the Services, including the Statrys Account.
13.2.10 we receive a lawful notification and request to do so from law enforcement, regulators, governmental bodies, or financial partners of members of the Statrys Group;
13.2.11 you becomes subject to an Insolvency Event;
13.2.12 a Force Majeure Event occurs that prevents you from performing any of your obligations under these Terms for a period exceeding one (1) month;
13.2.13 you undergo a change of control;
13.2.14 you have been placed on any national or international restricted or prohibited lists, which prevents Statrys from doing business with you;
13.2.15 Statrys suspends or stops all, or part of, the Services, including for technical or security reasons; and/or
13.2.16 you does not use its Statrys Account for twelve (12) months.
13.3 Where we are allowed under Applicable Law, we will tell you we have terminated, frozen, suspended or restricted your Statrys Account as soon as we can. Where Statrys exercises a right of suspension, we will give you notice of suspension where possible and the reasons for such suspension, either before the suspension is put in place, or reasonably after, unless it would compromise Statrys's security measures or otherwise be unlawful. Statrys will use commercial reasonable endeavours to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.
13.4 We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause 13.
13.5 Upon the termination of your Statrys Account, any accrued liabilities and all obligations under these Terms will remain continuing and we shall remain entitled to debit from your Statrys Account any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Statrys Account, and any other charges you owe on your Statrys Account.
13.8 The rights conferred on Statrys under this Clause 13 shall survive termination of this Master Agreement.
14. Customer Representation and Warranties
14.1 You represent and warrant that:
14.1.1 you are a company duly incorporated under the laws of its place of its formation;
14.1.2 you have the full capacity, power and authority to enter into and perform your obligations under the Terms;
14.1.3 you have obtained all necessary consents, approvals, and authorisations to enter into and perform your obligations under the Terms;
14.1.4 your entry into and performance of these Terms do not:
14.1.4.1 conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; and
14.1.4.2 conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to;
14.1.5 all information provided by you to Statrys is accurate, complete, and up-to-date;
14.1.6 you will use the Services only for lawful purposes and in compliance with these Terms and comply with all Applicable Law in connection with your use of the Services;
14.1.7 you are not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and
14.1.8 you are not engaged in any fraudulent or unlawful activities and your use of the Services will not contravene any Applicable Law.
14.2 You are solely responsible for any use of the Services and the Statrys Dashboard, including the content of any data or transmissions you execute through the Statrys Dashboard, or by any Authorised User. You will use all reasonable endeavours to ensure that no unauthorised person will or could access the Statrys Account, any of the Services or the Statrys Dashboard. You will not interfere with, disrupt, or cause any damage to other users of the Statrys Dashboard or the Services.
14.3 You will (a) comply with all Applicable Law relating to sanctions, bribery and corruption including the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty (“ABC Legislation”); (b) not do or omit to do anything likely to cause Statrys to be in breach of any such ABC Legislation; and (c) maintain a programme designed to ensure compliance with ABC Legislation.
15. Customer Indemnity
15.1 You agree to indemnify, defend, and hold harmless Statrys and any other entity of the Statrys Group, their officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:
15.1.1 your breach of any term of the Terms;
15.1.2 any misrepresentation or breach of any representation or warranty made by you in this Master Agreement;
15.1.3 your violation of, or failure to comply with, any Applicable Law;
15.1.4 your violation of, or failure to comply with, the Acceptable Use Policy;
15.1.5 your use or misuse of the Services and the Statrys Dashboard, including any third-party claims made in connection with your actions or omissions;
15.1.6 Statrys acting on any of your or any of your Authorised User’s instructions or which Statrys reasonably believe to have been made by you or your Authorised User; and
15.1.8 any content or data provided by you, including any claims that such content or data infringes the rights of any third party.
15.2 This indemnity shall survive the termination or expiration of this Master Agreement.
16. Force Majeure
16.1 Statrys and other entities of the Statrys Group shall not be liable for any failure to perform, or delay in performance of, any of our obligations under this Master Agreement that is caused by events outside our reasonable control (" Force Majeure Event"). The Party subject to the Force Majeure Event will: (a) promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and (b) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.
16.2 A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control and includes, in particular (without limitation), the following:
16.2.1 Strikes, lock-outs, or other industrial action.
16.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
16.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster.
16.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.
16.2.5 Impossibility of the use of public or private telecommunications networks.
16.2.6 Nuclear, chemical or biological contamination, or extreme abnormal weather conditions.
16.2.7 Interruption or failure of a utility service including the internet, electric power, gas or water.
16.2.8 The acts, decrees, legislation, regulations, or restrictions of any government.
16.2.9 The imposition of a sanction, embargo or breaking off of diplomatic relations, or any change in Applicable Law.
16.2.10 Any other event that is outside of our reasonable control that materially affects our ability to perform any obligations under the Terms.
16.3 Our performance under this Master Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Master Agreement may be performed despite the Force Majeure Event.
17. Limitation of Liability
17.1 You acknowledge and agree that Statrys will not be liable to you, any of your Authorised Users or any third party for any inconvenience, loss, damage, claim, cost or expense or embarrassment or injury incurred or suffered in connection with any of the following:
17.1.1 Any act, omissions or delay of any entities of the Statrys Group or any other third party.
17.1.2 Any refusal or delay by any entity of the Statrys Group or any other third party to authorise, process, facilitate or approve any transaction, funds transfer or reversal you wish to effect in connection with your Statrys Account or any Service.
17.1.3 If you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any any entity of the Statrys Group or any other third party.
17.1.4 The Statrys Dashboard, the Statrys Account or any Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure.
17.1.5 The non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Services.
17.1.6 Any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the Statrys computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Statrys or in connection with Statrys business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates.
17.1.7 Any non-processing or delay in processing or defective execution of Electronic Instructions by us or by any Provider through whom your Electronic Instructions are transacted if any information you provide in your instructions is incorrect or if such non-execution or defective execution arises out of your failure or delay in providing us with the information we require in accordance with the Terms.
17.1.8 Any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.
17.1.9 Any transaction or Electronic Instruction initiated by you or your Authorised User being declined by any bank, financial institution, payment intermediary or other service provider.
17.1.10 Inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose.
17.1.11 Any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws.
17.1.12 Any unauthorised and/or unlawful access to our machines, data processing system or transmission link.
17.1.13 You failing to comply with these Terms or in any way being involved in fraud, forgery or other unauthorized access to the Statrys Dashboard and/or use of the Services, including the Statrys Account.
17.2 Statrys and any other entity of the Statrys Group shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, including loss of business opportunities or bargain, loss of operation time or loss connected with or arising from business interruption, loss of anticipated savings, and damage to reputation, resulting from (i) your access to or use of or inability to access or use the Services and/or the Statrys Dashboard; (ii) any conduct or content of any third party on the Services or the Statrys Dashboard; (iii) any content obtained from the Services or the Statrys Dashboard; and (iv) any unauthorized access, use, or alteration of your transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Statrys is actually aware of or has been advised of the likelihood of such loss or damage.
17.3 In no event shall Statrys aggregate liability for all claims relating to the Services exceed the amount you paid Statrys, if any, for accessing or using the Services during the 12 (twelve) month period immediately preceding the date on which the claim arose.
17.4 Nothing in these terms shall limit or exclude Statrys liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law. Furthermore, nothing in these Terms limits or excludes your liability for: (i) any sums properly due and payable to Statrys under the Terms; (ii) your breach of Applicable Laws; and (iii) liability arising under any indemnity given by you.
17.5 The provisions of this Clause 17 shall survive the termination or expiry of this Master Agreement.
18. Communications
18.1 Statrys shall be entitled (but not obliged), at its sole discretion, to rely and act on any Electronic Instruction, communication or request which Statrys in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Statrys Dashboard or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Statrys pursuant thereto shall bind you.
18.2 Any Electronic Instruction, notice, certificate, report or document called for by or provided to Statrys (whether or not addressed to Statrys) in accordance with or for the purpose of the Terms may be relied upon by Statrys as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on you, and Statrys shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Electronic Instruction, notice, certificate, report or document.
18.3 All formal notices, demands and other communications provided for or permitted under the Terms must be: (i) made in writing in English; and (ii) if given to the Customer, it must be addressed to the postal address or email address which Statrys has recorded for the Customer in the Statrys Account.
18.4 All formal notices, demands and other communications provided for or permitted under the Terms and delivered in accordance with Clause 18.3 will be deemed delivered: (i) if delivered by hand, on signature of a delivery receipt; (ii) if sent by post, two (2) days after the day of posting; or (iii) if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next business day after posting.
18.5 When you ask us to transfer funds, it is your responsibility to make sure that you give us complete, clear and accurate information so we can carry out your request.
18.6 Statrys shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.
18.7 Statrys may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under this Master Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside Singapore and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Statrys or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in this Master Agreement shall affect Statrys right to serve legal process in any other manner permitted by law.
18.8 We will contact you using the contact details you provided when you registered for the Statrys Account, or such other contact details that you provide to us from time to time—please keep these up to date. By using our Services, you agree to receive Electronic Instructions and other communications from us electronically via the email address you provided, or via the Statrys Dashboard.
19. Conclusiveness of Documents
19.1 Any Electronic Instruction or document relating to any transaction bearing your signature (physical, digital, electronic or otherwise) or authorised by you on the Statrys Dashboard or otherwise made with your instruction shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by you.
19.2 You shall ensure that any statements, confirmations, advices and records (“ Statement”) you receive from Statrys are examined within a reasonable time of receipt and, thereupon, you shall promptly notify Statrys of any mistake or discrepancy of which you become aware from such Statement within seven (7) days of the date of such Statement.
19.3 Statrys shall not be responsible for your reliance on any Statement which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to Statrys.
19.4 If you do not notify Statrys in writing of any inaccuracy or error in any Statement within seven (7) days of the date of such Statement, it shall constitute conclusive evidence that:
(a) every transaction stated therein has been effected by you; and
(b) every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein, except in the case of manifest errors.
19.5 Nothing in this Clause 19 shall prevent Statrys from rectifying any errors, omissions in any Statement and any such amended Statement shall be binding on you.
20. Variation of This Master Agreement
20.1 We may amend, supplement, delete and/or revise any part of this Master Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Statrys Dashboard or our Website or otherwise notified to you.
20.2 Notwithstanding Clause 20.1, we may also make some changes to this Master Agreement immediately, without prior notice, if they: (a) are required by Applicable Law; or (b) relate to the addition of a new Service or extra functionality of our Services and do not materially affect the terms relating to existing Services.
20.3 If you do not accept the revised terms of this Master Agreement, you have the option to close your Statrys Account before they take effect. If you retain or use the Statrys Account after Statrys has given notice of any changes in the terms of the Master Agreement, you are deemed to have accepted and agreed to such changes without reservation.
21. Miscellaneous
21.1 You and your Authorised Users are not permitted to assign, transfer, mortgage, charge or subcontract any of your rights and obligations, whether in whole or in part, to any party without prior written consent from Statrys.
21.2 Statrys and any other entity of the Statrys Group reserve the right to assign and/or transfer their rights under this Master Agreement at their discretion without requiring your or your Authorised User's consent.
21.3 The illegality, invalidity, or unenforceability of any provision of this Master Agreement under the law of any jurisdiction does not affect its legality, validity, or enforceability under the law of any other jurisdiction. Should any provision in this Master Agreement be deemed invalid, unlawful, or unenforceable under any applicable law, the remaining provisions shall remain in full force and effect and shall not be affected or impaired in any way.
21.4 No failure or delay by Statrys or any other entity of the Statrys Group in exercising any right or remedy under this Master Agreement will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Master Agreement are cumulative and not exclusive of any rights or remedies provided by law.
21.5 Nothing in this Master Agreement will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
21.6 Statrys Accounts and Services may not be (a) used for any purpose that is unlawful or prohibited by the Terms, (b) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State.
21.7 We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.
21.8 The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.
21.9 In these Terms (unless the context requires otherwise):
21.9.1 the words "including", "include", "for example", "in particular" and words of similar effect shall not be deemed to limit the general effect of the words which precede them;
21.9.2 words importing the singular shall include the plural and vice versa;
21.9.3 the headings, index and front sheet are all for reference only and shall be ignored when construing the Terms;
21.9.4 if there is any inconsistency between this Master Agreement and any Services Schedule, the Services Schedule shall prevail to the extent of the inconsistency.
21.9.5 If there is any inconsistency between the Terms and the Vendor Terms, the Vendor Terms shall prevail to the extent that the inconsistency relates exclusively to the provision of the Vendor Services.
22. Contracts (Rights of Third Parties) Act, Chapter 53B
A person who or which is not a party to this Master Agreement shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore (as may be amended from time to time) to enforce any provision of this Master Agreement. This provision does not apply to other entities of the Statrys Group.
23. Governing Law and Jurisdiction / Rights of Third Parties
23.1 This Master Agreement is governed by and construed in accordance with Singapore law.
23.2 The Customer hereby submits to the exclusive jurisdiction of the Courts of Singapore with respect to any claim or dispute concerning or arising from this Master Agreement or any transactions in connection with the Statrys Account. The Customer hereby waives any immunity or objection which it may now or hereafter have to the courts of Singapore being the forum to hear, determine and settle any dispute and agree not to claim that any such court is an inconvenient or inappropriate forum. Nothing contained in this Clause 23 shall limit the right of Statrys to take proceedings in any other court of competent jurisdiction or in any other jurisdiction.
24. Class Waiver
24.1 To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with the Terms will be conducted only on an individual basis and not in a class, consolidated or representative action. Each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms or any of the transactions contemplated between the Parties.
25. Definitions
In this Master Agreement:
“ Acceptable Use Policy” means the acceptable use policy of the Services as set out on our Website at https://statrys.com/sg/terms-and-conditions/acceptable-use-policy
“ Affiliated Entities” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.
“ Authorised User” means any person authorized by you from time to time to access your Statrys Account and use the Statrys Dashboard and the Services.
“ Applicable Law” means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgement of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection.
“ Business Days” means Monday through Friday, excluding Saturdays, Sundays, or holidays in Singapore.
“ Confidential Information” has the meaning given in Clause 11.1.
“ Data Protection Legislation” means the Personal Data Protection Act 2012 of Singapore and any other legislation in any applicable jurisdiction concerning the protection and/or processing of personal data, the right to privacy, information security, and the obligation to provide data breach notifications, and including all subordinate legislation, regulations, guidance and codes of practice and "Data Subject", "controller", "processor", "personal data" and "processing" shall have the meaning given to them under the Data Protection Legislation.
“ Electronic Instruction” means any instruction, communication, order, message, data, information or other material from you or your Authorised Users in relation to access and use of the Statrys Dashboard and the Services, including the Statrys Account.
“ Fees” has the meaning given to it in Clause 6.1.
“ Force Majeure Event” has the meaning given to it in Clause 16.1.
“ Intellectual Property Rights” has the meaning given to it in Clause 7.2.
“ Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.
“ Network Rules” means the guidelines, bylaws, rules, agreements and regulations imposed by the financial services providers that operate payment networks supported by Statrys from time to time (including the payment card scheme operating rules for Visa, MasterCard, or American Express).
“ Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) that is collected, transmitted to or accessible through the Services and as otherwise defined in applicable Data Protection Legislation;
“ Vendor” means the relevant entity(ies) that provide(s) the Vendor Services to you.
“ Vendor Services” means any service provided by a Vendor, if any, that is available to you via the Statrys Dashboard from time to time.
“ Vendor Terms” means the terms and conditions for the Vendor Services.
"Provider" means:
a. the relevant Vendor or any other person (individual or non-individual) which offers services and/or products, directly or indirectly, through the Statrys Dashboard;
b. any person to whom we outsource certain functions or activities to allow us to operate and/or provide the Statrys Dashboard and relevant Services;
c. any government, regulator, law enforcement agency, financial institution, and ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the provision of relevant Services; and
d. our agents or storage or archival service providers for the purpose of making, printing, recording, mailing, storage, and/or filing any documents or items on which such information appear.
“ Services” means any services of Statrys provided to the Customer.
“ Services Schedule” means the Services schedule as set out on our Website at https://statrys.com/sg/terms-and-conditions/services-schedule.
“ Statement” has the meaning given in Clause 19.2.
" Statrys" means Statrys Singapore Pte. Ltd., its successors and assigns.
“ Statrys Account” means the mandatory account structure established by the Customer with Statrys, following successful completion of due diligence checks, to govern and facilitate the use of all Services. The Statrys Account grants the Customer access to the Statrys Dashboard and the available Services.
“ Statrys Dashboard” means the online portal accessible via our Website or any mobile or desktop applications that allows you to use the Services.
“ Statrys Group” means Statrys and its related entities, including any of Statrys’ subsidiaries, Statrys’ holding company and its subsidiaries, and any Statrys’ Affiliated Entities (in each case wheresoever situated).
“Terms” has the meaning given to it in Clause 2.3.
“ Website” means means our general website, the web address of which is https://statrys.com/