Terms and Conditions for
Merchant Services
OXPAY SG PTE. LTD. (“OXPAY”) is licensed to provide merchant acquisition services and regulated by the Monetary Authority of Singapore (“MAS”) pursuant to the Payment Services Act 2019. OXPAY is engaged in the business of providing payment facilitator services through an online payment gateway and/or portable point-of-sale terminals to merchants to facilitate the sale of merchant goods and services to end users.
Clause 1. Definitions
Unless otherwise indicated, the following expressions shall have the following meanings herein:
Acquirer means the financial institution to which OXPAY routes Transaction data to process and relay the Transaction data on to the Issuer
Agreement means the set of documents including the duly signed Merchant Application Form and these Terms and Conditions
Amendment Date has the meaning set out at Clause 10.2(b) below
Amendment Notice has the meaning set out at Clause 10.2(b) below
Authority means any government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, including any central bank or other fiscal, monetary or other authority
Authorisation means the process through which a merchant obtains permission through a Card Scheme for payment. This involves assessing transaction risk and if approved, reserving the sales amount on the Cardholder’s account for the Transaction
Business Day means a day on which banking institutions in Singapore are open (but excludes Saturdays, Sundays, and public holidays)
Card means a credit card, debit card or charge card that OXPAY may accept for processing, including but not limited to those under VISA, Mastercard, UnionPay, Discover, Diners Club and AMEX
Card Scheme means a payment network through which the Merchant’s Transactions are processed by OXPAY. This includes, but is not limited to, VISA, Mastercard, UnionPay, Discover, Diners Club and AMEX
Chargeback means a demand by an Issuer or Card Scheme or Acquirer to be repaid a sum of money by OXPAY in respect of a Transaction which has been previously subject to Settlement and for which OXPAY has been paid by the relevant Card Scheme
Cardholder means the person purchasing goods and/or services from the Merchant, and who chooses to pay through OXPAY’s Payment Gateway
eWallet means a payment solution, including but not limited to Alipay, WeChat Pay and GrabPay, where a Cardholder can store value and effect payment to the Merchant out of that stored value facility
Extended Term means each successive term of two years upon renewal of the Agreement
Fees means the fees payable by the Merchant to OXPAY at the Merchant Discount Rate and any other fees, costs, expenses, fines, penalties and payments which are due and payable from the Merchant to OXPAY, including but not limited to set-up fee, annual fee, refund fee, chargeback fee, administrative fee, maintenance fee and Security Deposit as set out in the Schedule(s)
Initial Term means the initial term of two years
Issuer means the institution that issues a Card under a Card Scheme and whose name appears on the Card or account statement as the Issuer or who enters into a contractual relationship with the Cardholder with respect to the Card Scheme
Merchant means a merchant under the Agreement between OXPAY and the merchant, which results in a transfer of money to the merchant pursuant to the payment transaction, regardless whether OXPAY comes into possession of any money in respect of the payment transaction, in a case where —
(a) the merchant carries on business in Singapore, or is incorporated, formed or registered in Singapore; or
(b) the Agreement between OXPAY and the merchant is entered into in Singapore
Merchant Discount Rate (“MDR”) means the respective rate charged to the Merchant for each Payment Processing Service as set out in the Schedule(s), on debit and credit Transactions, expressed as a percentage of the Transaction amount Party(ies) each of OXPAY and the Merchant shall be referred to as a “Party” and both of them shall be collectively referred to as the “Parties”.
Payment Gateway means OXPAY’s proprietary software for the processing of payments and whose primary function is to collect, encrypt and transmit Transaction data to an Acquirer to authorise a Transaction
Payment Method means a method of enabling the Merchant to accept payments for goods or services, including but not limited to Cards and eWallets
Payment Processing Services has the meaning set out at Clause 2 below
PDPA means the Personal Data Protection Act 2012 of Singapore (as amended or supplemented from time to time)
Refund means a demand by the Merchant to reverse a credit or debit made to the Cardholder’s Card or eWallet for any given Transaction
Rolling Reserve means the amounts determined as a percentage of successful Transactions which shall be set aside and retained by OXPAY in accordance with and for the purposes set out under Clause 4 below
Schedule(s) means the document(s) and schedule(s) setting out the Services, the Fees and/or any other terms, whether attached to the Agreement or otherwise provided by OXPAY to the Merchant from time to time, which form part of the Agreement
Security Deposit means any security deposit that the Merchant is liable to pay to OXPAY under the Agreement
Settlement means the process following Authorisation of a Transaction, where the Settlement Funds accumulated within a relevant Settlement Cycle is paid by OXPAY to the Merchant
Settlement Funds means the amount of funds due and payable to the Merchant at the end of every Settlement Cycle
Settlement Cycle means the relevant length of time as set out in the Schedule(s) before each Settlement is made and which differs between each Payment Method
Services means the services to be provided by OXPAY to the Merchant as set out in the Schedule(s)
Transaction(s) means any payment request made by a Cardholder through each respective Payment Method to debit or credit the Cardholder’s Card account or eWallet
Clause 2. Provision of Services
OXPAY shall provide the Merchant with the ability to accept payments by employing the Services, including Payment Processing Services which cover Authorisation of a Transaction and making payment of Settlement Funds to the Merchant’s bank account.
2.1 Authorisation
(a) To accept payments through the Payment Processing Services provided by OXPAY under the Agreement, the Merchant shall send such information as OXPAY may specify (including customer’s name, credit card number and expiry date) to an Acquirer via OXPAY’s Payment Gateway.
(b) If an Issuer approves the Transaction, an encrypted message of approval shall be sent as an electronic confirmation to the Merchant. In the event of a successful Transaction, the Merchant’s account with OXPAY will be credited and the Cardholder’s account with his Issuer will be debited accordingly.
(c) OXPAY shall not be responsible for any Transactions that fail to be authorised after being processed by the Acquirer or Issuer. OXPAY gives no assurance that any Transaction will be honoured or that the Acquirer, Issuer or Card Scheme will not issue a demand for Chargeback.
2.2 Payment of Settlement Funds
(a) OXPAY will calculate the Settlement Funds by calculating the aggregate amount of successful Transactions for that period less:
i. fees charged to the Merchant based on the Merchant Discount Rate;
ii. any amount deducted by OXPAY to be paid towards the Security Deposit and/or the Rolling Reserve pursuant to the Agreement; and
iii. any Fees and other payments or charges due to OXPAY, and permitted deductions pursuant to the Agreement, including Chargebacks and tax.
(b) OXPAY will initiate a transfer of the applicable Settlement Funds to the Merchant based on the Settlement Cycle set out in the Schedule(s) and to the Merchant’s bank account identified in the Schedule(s).
(c) The Merchant acknowledges and agrees that OXPAY shall be entitled to charge a penalty amount to the Merchant which may be deducted from the Settlement Funds as well as to retain or withhold any Settlement Funds payable to the Merchant, in the event of any breach by the Merchant of any term of the Agreement.
(d) The Merchant shall advise OXPAY in writing immediately of any changes to its bank account details as set out in the Schedule(s). If OXPAY is unable to verify the Merchant’s bank account for the purposes of effecting Settlement, OXPAY retains the right to immediately suspend acceptance or processing of the Merchant’s Transactions and/or Settlement until OXPAY is able to effect a deposit into the Merchant’s nominated bank account(s). In the event that OXPAY is required to hold any funds due to its inability to effect Settlement to the Merchant, OXPAY shall be entitled to impose an administrative fee. Any Settlement Funds that remain unclaimed after a period of six years may be dealt with in such manner as OXPAY deems fit in its absolute discretion and the Merchant shall have no claims whatsoever against OXPAY thereafter.
(e) OXPAY shall have no obligations whatsoever to the Merchant and the Merchant shall have no claims against OXPAY, in the event that any funds relating to a Transaction are withheld by the Acquirer or otherwise not received by OXPAY for any reason whatsoever, including the insolvency of the Acquirer.
(f) OXPAY shall be entitled, without any reference to the Merchant, to comply with the order or instructions of any Authority or court relating to or affecting the Settlement Funds or any other funds to be paid out to the Merchant, including withholding such funds and/or handing over such funds to the relevant Authority.
2.3 Point-of-Sale Terminals
(a) To provide the rental of point-of-sale terminals that enable Merchants to process payments
and log transactions.
(b) Refer to Appendix A for the terms and conditions for the rental of point-of-sale terminals.
Clause 3. Fees
3.1 Merchant Discount Rate
In consideration of the Services provided by OXPAY, the Merchant agrees that OXPAY shall be entitled to deduct the Fees based on the relevant MDR before paying out the Settlement Funds to the Merchant.
3.2 Service fees
In addition to the Fees per transaction at the MDR, the Merchant agrees to pay OXPAY the other Fees.
3.3 Late payment
Any sums due and remaining unpaid 30 days after the date of issue of an invoice from OXPAY shall bear interest at the rate of 15% per annum. In addition, OXPAY shall be entitled to impose an administrative fee.
3.4 Taxes
Fees and expenses payable under the Agreement do not include taxes or duties, including the prevailing goods and services tax. OXPAY shall be entitled to deduct from the Settlement Funds the amount of any taxes and duties chargeable on OXPAY’s fees and expenses, including but not limited to withholding tax and the prevailing goods and services tax.
3.5 Fines, Penalties or Fees
Any fines, penalties or fees imposed by the Acquirer, the Card Scheme or the Issuer for any breach of any terms or rules shall be borne by the Merchant and OXPAY shall be entitled to deduct such amounts from the Settlement Funds.
3.6 Refund of Fees
(a) The Merchant shall have the right to initiate a refund process by advising OXPAY either by such automated systems as OXPAY shall make available from the gateway, or by email or fax on the Merchant’s letterhead.
(b) OXPAY shall process refunds only to the extent of the anticipated aggregate value of
prospective remittances based on Transactions actually processed after allowing for actual
and prospective disputed Transactions.
3.7 Chargeback and Disputed Transactions
(a) All Chargebacks and all costs and expenses arising from Chargebacks and disputed Transactions shall be borne by the Merchant.
(b) In the event that OXPAY is notified of any Chargeback procedure filed by the Acquirer, Issuer or Card Scheme, OXPAY will be entitled to debit the Merchant’s account with OXPAY or Settlement Funds in respect of the concerned Transaction (if not already debited as a disputed Transaction), or to recover from the Merchant by other means the amount paid by OXPAY in respect of the relevant Transaction.
(c) Unless permitted in writing by OXPAY, the Merchant shall not have the right to dispute a decision to proceed with Chargeback from the Acquirer, Issuer or Card Scheme.
(d) OXPAY will notify the Merchant once a Chargeback has been initiated by the Acquirer or Issuer by way of email or letter.
(e) If the Acquirer or Issuer includes an explanation for the basis of the Chargeback, OXPAY shall provide that explanation in its notification to the Merchant.
(f) OXPAY may debit the Merchant’s account to recover any other costs and expenses OXPAY may have incurred as a result of or in connection with a Chargeback or disputed Transaction.
(g) The Merchant must retain the documents and/or correspondences relating to the Chargeback decision, or reproducible records thereof, for twelve [12] months from the date of notification of a Chargeback.
(h) The Merchant shall agree to investigate disputed Transactions and take all reasonable steps
to resolve disputes with Cardholders in a timely manner.
(i) The Merchant shall follow disputed Transaction procedures as OXPAY may advise from time
to time.
(j) OXPAY reserves the right to suspend the processing of any Transaction or withhold
Settlement to the Merchant of the amount of the disputed Transaction pending resolution of
the investigation process.
(k) All fines and fees imposed by the Card Scheme regulations shall be borne by the Merchant
and OXPAY shall be entitled to deduct such amounts from the Settlement Funds. In addition,
OXPAY shall be entitled to charge an administrative fee and deduct such fee from the
Settlement Funds.