Terms of Service

Qashier Services Agreement

This Qashier Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between your Applicable Qashier Entity(ies) (hereinafter referred as “Qashier”, “we” and “us”) as indicated in the table below and you or the entity you represent (“you” and “your”). This Agreement governs your use of the Services.

Country of Residence	Applicable Qashier Entity(ies)
Singapore	Qashier Pte. Ltd.
Malaysia	Qashier Sdn. Bhd. QashierPay Sdn. Bhd.
The Philippines	CashlessPOS, Inc. QashierPay, Inc.
Thailand	Cashless Co., Ltd QashierPay Co., Ltd

 

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Qashier terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

General Terms

Last modified: 1 Aug 2025

You and Qashier agree as follows:

1. Your Qashier Account.

1.1 Eligibility.

 

Only entities located in the above Country of Residences are eligible to apply for a Qashier Account and use the Services. Qashier and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Qashier Account on behalf of or for the benefit of a user whose use of the Qashier Services was suspended or terminated by Qashier, unless Qashier approves otherwise.

 

1.2 Business Representative.

 

You and your Representative individually affirm to Qashier that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Qashier may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

 

1.3 Sole Proprietors.

 

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.

 

1.4 Age Requirements.

 

If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to Qashier and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Services if you are under 13 years of age.

 

2. Services and Support.

 

2.1 Services.

 

Qashier (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to QashierHQ.

 

2.2 Services Terms; Order of Precedence.

 

The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Qashier service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through QashierHQ.

 

2.3 Service Modifications and Updates.

 

Qashier may modify the Services and Qashier Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Qashier will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Qashier Technology that you are using. Qashier is not obligated to provide any Updates. However, if Qashier makes an Update available, you must fully install the Update by the date or within the time period stated in Qashier’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

 

2.4 Subcontracting.

 

Qashier may subcontract its obligations under this Agreement to third parties.

 

2.5 Services Restrictions.

 

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:

(a) use the Services for personal, family or household purposes;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers;

(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Qashier systems, programs, data, or services;

(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Qashier Technology;

(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Qashier users’ use of Qashier services;

(g) exceed any Services usage limitations stated in the Documentation; or

(h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Qashier Website except as permitted by Law.

 

2.6 Support.

 

Qashier will provide you with support to resolve general issues relating to your Qashier Account and your use of the Services through resources and documentation that Qashier makes available on the Qashier Website and in the Documentation. Qashier’s support is also available by contacting Qashier through the stipulated methods on the Qashier Website. Qashier is not responsible for providing support to Customers.

 

2.7 Third-Party Services.

 

Qashier may reference, enable you to access, or promote (including on the Qashier Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Qashier does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Qashier disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Qashier’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Qashier Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

 

2.8 Preview Services.

 

(a) Classification. Qashier may classify certain Qashier Services or Qashier Technology, including a particular product or feature release, as being in a Preview phase. A Qashier service may be generally available in some circumstances (e.g., in some countries or regions) while still released or classified as Preview in other circumstances.

 

(b) Nature of Preview Services. By their nature, Preview Services may be feature-incomplete or contain bugs. Qashier may describe limitations that exist within a Qashier Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Preview Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Preview Services.

 

(c) Feedback. Unless Qashier otherwise agrees in writing, your use of Preview Services is confidential, and you must provide timely Feedback on the Preview Services in response to Qashier requests.

 

(d) Availability During Preview Product Release Phase. Qashier may suspend or terminate your access to any Preview Services at any time.

 

3. Information; Your Business.

 

3.1 User Information.

 

Upon Qashier’s request, you must provide User Information to Qashier in a form satisfactory to Qashier. You must keep the User Information in your Qashier Account current. You must promptly update your Qashier Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, shareholders, or any other pertinent information. You must immediately notify Qashier, and provide to Qashier updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.

 

3.2 Information Retrieved by Qashier.

 

You authorize Qashier to retrieve information about you and your business from Qashier’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to Qashier. This information may include your, or your Representative’s, name, addresses, credit history, banking relationships, and financial history.

 

4. Services Fees; Taxes.

 

4.1 Services Fees.

 

The Fees are stated on the Qashier Pricing Page, unless you and Qashier otherwise agree in writing. Qashier may revise the Fees at any time. If Qashier revises the Fees for a Service that you are currently using, Qashier will notify you at least 30 days before the revised Fees apply to you.

 

Fees are non-refundable, including in the situation where the Services are not utilized or fully utilized. Unless required by law and valid and binding court decisions within the jurisdiction, we will not provide refunds in connection with the Services due to termination of the Services by you or by Qashier.

 

4.2 Collection of Fees and Other Amounts.

 

You must pay, or ensure that Qashier is able to collect, Fees and other amounts you owe under this Agreement when due. Qashier may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Qashier or any of its Affiliates, from your Qashier Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Qashier Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Qashier or any of its Affiliates, or if Qashier is unable to collect amounts due from your Qashier Account balance, then Qashier may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Qashier or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Qashier account balance of each Qashier account that Qashier determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Qashier may deduct, recoup or setoff an amount equal to the amount owed (using Qashier’s conversion rate) together with any fees Qashier incurs in making the conversion.

 

4.3 Taxes.

 

Qashier’s fees exclude all Taxes, except as the Qashier Pricing Page or other written agreements states to the contrary. You have sole responsibility and liability for:

(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and

(b) assessing, collecting, reporting and remitting Taxes for your business. If Qashier is required to withhold any Taxes, Qashier may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Qashier an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Qashier will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Qashier reasonably requests, and must promptly notify Qashier if any information that Qashier prepopulates is inaccurate or incomplete. Qashier may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Qashier to file periodic informational returns with taxing authorities related to your use of the Services. Qashier may send tax-related information electronically to you.

 

4.4 Billing Terms.

 

Qashier may offer Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Qashier Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”)

 

Paid Service Fees may be paid by debit card or credit card. By paying with a debit card or credit card on a Qashier invoice, you authorise us to link the card to your account and to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your linked card.

 

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time by writing to us at [email protected]. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

 

5. User Bank Accounts; Funds.

 

5.1 User Bank Accounts; Prohibition on Grant or Assignment.

 

You must designate at least one User Bank Account in connection with the Services. Qashier may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.

 

5.2 Holding of Funds.

 

To the extent Law and the applicable Financial Services Terms permit, Qashier and its Affiliates may invest funds they hold into liquid investments. Qashier or its applicable Affiliates will (a) hold these investments separate from investments made with their own funds; and (b) own, and you will not receive, any earnings from these investments. Qashier’s and its Affiliates’ investment of funds will not affect or delay Qashier’s payout obligations under this Agreement.

 

6. Termination; Suspension; Survival.

 

6.1 Termination.

 

(a) Your Termination. You may terminate this Agreement at any time by closing your Qashier Account. To do so, you must contact Qashier through the stipulated methods on the Qashier Website, and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.

(b) Qashier Termination. Qashier may terminate this Agreement (or any part) or close your Qashier Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Qashier may terminate this Agreement (or relevant part) for cause if Qashier exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.

(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.

(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

 

6.2 Suspension.

 

Qashier may immediately suspend providing any or all Services to you, and your access to the Qashier Technology, if:

(a) Qashier believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;

(b) a Governmental Authority or a Financial Partner requires or directs Qashier to do so;

(c) you do not update in a timely manner your implementation of the Services or Qashier Technology to the latest production version Qashier recommends or requires;

(d) you do not respond in a timely manner to Qashier’s request for User Information or do not provide Qashier adequate time to verify and process updated User Information;

(e) you breach this Agreement or any other agreement between the parties;

(f) you breach any Financial Services Terms;

(g) you enter an Insolvency Proceeding;

(h) Qashier believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Qashier; or

(i) Qashier believes that your use of the Services (i) is or may be harmful to Qashier or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Qashier observes; (iv) degrades, or may degrade, the security, stability or reliability of the Qashier services, Qashier Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

 

6.3 Survival.

 

The following will survive termination of this Agreement:

(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and

(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

 

7. Use Rights.

 

7.1 Use of Services.

Subject to the terms of this Agreement, Qashier or its Affiliates grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Qashier Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

 

7.2 Feedback.

 

During the Term, you and your Affiliates may provide Feedback to a Qashier Entity. You grant, on behalf of yourself and your Affiliates, to Qashier and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Qashier services. All Feedback is Qashier’s confidential information.

 

7.3 Marks Usage.

 

Subject to the terms of this Agreement, each party or its Affiliates grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Qashier as your service provider. Accordingly, Qashier and its Affiliates may use those Marks:

(a) on Qashier webpages and apps that identify Qashier’s customers;

(b) in Qashier sales/marketing materials and communications; and

(c) in connection with promotional activities to which the parties agree in writing.

When using Marks of a Qashier Entity, you must comply with the Qashier Marks Usage Terms and all additional usage terms and guidelines that Qashier provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.

 

7.4 No Joint Development; Reservation of Rights.

 

Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

 

8. Privacy and Data Use.

 

8.1 Privacy Policies.

 

Each party will make available a Privacy Policy that complies with Law. Qashier’s Privacy Policy explains how and for what purposes Qashier collects, uses, retains, discloses and safeguards the Personal Data you provide to Qashier.

 

8.2 Disclosures.

 

When you provide Personal Data to Qashier, or authorize Qashier to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable Qashier to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Qashier’s Privacy Policy describe. You will determine the content of the notices you provide to your Customers.

 

8.3 Personal Data.

Qashier will Process Personal Data for the purposes described in Section 2 of the Data Processing Agreement. You are responsible for being aware of, and complying with, Law governing your use, storage and disclosure of Personal Data.

 

8.4 Data Processing Agreement.

 

The Data Processing Agreement, including the Data Transfers Addendum, that applies to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the Data Processing Agreement.

 

8.5 Qashier Data.

 

You may use the Qashier Data only as this Agreement and other applicable agreements between a Qashier Entity and you (or your Affiliates, if applicable) permit.

 

8.6 Retention of Data.

 

Qashier is not obligated to retain data after the Term, except as (a) required by Law; (b) required for Qashier to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.

 

8.7 Use of Fraud Signals.

 

If Qashier provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Qashier may incorporate your subsequent actions and inactions into Qashier’s fraud and verification model, for the purpose of identifying future potential fraud.

 

9. Data Security.

 

9.1 Controls.

 

Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

 

9.2 PCI-DSS.

 

Qashier will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Qashier.

 

9.3 Qashier Account Credentials.

 

You must prevent any Credential Compromise, and otherwise ensure that your Qashier Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Qashier, including by providing information that Qashier requests. Any act or failure to act by Qashier will not diminish your responsibility for Credential Compromises.

 

9.4 Data Breach.

 

You must notify Qashier immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.

 

9.5 Audit Rights.

 

If Qashier believes that a compromise of data has occurred on your systems, website, or app, Qashier may require you to permit a Qashier approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Qashier may share with Financial Services Partners any report the auditor issues.

 

10. Representations and Warranties.

 

10.1 Representations and Warranties.

 

You represent as of the Effective Date, and warrant at all times during the Term, that:

(a) you have the right, power, and ability to enter into and perform under this Agreement;

 

(b) you are an entity located in the above Country of Residences and are eligible to apply for a Qashier Account and use the Services;

 

(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;

 

(d) your employees, contractors and agents are acting consistently with this Agreement;

 

(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;

 

(f) you are authorized to initiate settlements to and debits from the User Bank Accounts;

 

(g) you comply with Law with respect to your business, your use of the Services and Qashier Technology, and the performance of your obligations in this Agreement;

 

(h) you comply with the Documentation;

 

(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;

 

(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;

 

(k) you own each User Bank Account, you are the named account holder of each User Bank Account, and each User Bank Account is located in a Qashier-approved country for the location of your Qashier Account, as described in the Documentation;

 

(l) you are the entity accessing and using the Services, you are not entering into this Agreement on behalf of or for any other entity, and you have not granted any rights in the Qashier Account to any other entity; and

 

(m) all information you provide to Qashier, including the User Information, is accurate and complete.

 

10.2 Scope of Application.

 

Unless this Agreement states to the contrary elsewhere, the representations and warranties in 

Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.

 

11. Indemnity.

 

11.1 Qashier IP Infringement.

 

(a) Defense and Indemnification. Qashier will defend you against any IP Claim and indemnify you against all IP Claim Losses.

 

(b) Limitations. Qashier’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Qashier Technology, Services, or Mark of a Qashier Entity is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:

(i) the use of the Qashier Technology or Services in combination with software, hardware, data, or processes not provided by Qashier;

(ii) failure to implement, maintain and use the Qashier Technology or Services in accordance with the Documentation and this Agreement;

(iii) your breach of this Agreement; or

(iv) your negligence, fraud or willful misconduct.

 

(c) Process. You must promptly notify Qashier of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Qashier of its obligations under this Section 11, except to the extent Qashier has been prejudiced by the delay or failure. You must give Qashier sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Qashier will not enter into any settlement that imposes any obligation on you (other than payment of money, which Qashier will pay) without your consent. You must reasonably assist Qashier in defending the IP Claim.

 

(d) Other Qashier Actions. Qashier may in its discretion and at no additional expense to you:

(i) modify the Qashier Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;

(ii) replace the affected Qashier Technology or Services with a non-infringing alternative;

(iii) obtain a license for you to continue to use the affected Qashier Technology, Services, or Mark; or

(iv) terminate your use of the affected Qashier Technology, Services, or Mark upon 30 days’ notice.

(e) Exclusive Remedy. This Section 11.1 states Qashier’s sole liability, and your sole and exclusive right and remedy, for infringement by the Qashier Technology, Services, or Marks of a Qashier Entity, including any IP Claim.

 

11.2 Your Indemnification Obligations.

 

(a) Defense. You will defend the Qashier Parties against any Claim made against any of the Qashier Parties to the extent arising out of or relating to:

(i) your breach of any of your representations, warranties or obligations under this Agreement;

(ii) your use of the Services, including use of Personal Data;

(iii) an allegation that any of the Marks you license to Qashier, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or

(iv) a User Party’s negligence, willful misconduct or fraud.

 

(b) Indemnification. You will indemnify the Qashier Parties against all Qashier Losses arising out of or relating to Claims described in this Section 11.2.

 

12. Disclaimer and Limitations on Liability.

 

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

 

12.1 Disclaimer.

 

Qashier provides the Services and Qashier Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Qashier does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Qashier Technology, Qashier Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Qashier Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Qashier Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Qashier Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Qashier Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Qashier Data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent, or illegal conduct.

 

12.2 Limitations on Liability.

 

(a) Indirect Damages. To the maximum extent permitted by Law, the Qashier Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Qashier Parties have been advised of their possibility.

 

(b) General Damages. To the maximum extent permitted by Law, the Qashier Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the lessergreater of (i) the total amount of Fees you paid to Qashier (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $250 SGD.

 

13. Dispute Resolution; Agreement to Arbitrate.

 

13.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Country of Residence (e.g. Singapore, Malaysia, Philippines, Thailand) of your applicable Qashier entity or entities, without giving effect to any conflict of law principles.

 

13.2 Binding Arbitration.

(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be referred to and finally determined by arbitration administered by an arbitration centre located in such Country of Residence (e.g. for Singapore, the Singapore International Arbitration Centre) in accordance with any arbitration rules of the arbitration centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The Tribunal will consist of one arbitrator. The seat of arbitration will be in such Country of Residence. The language of arbitration will be English.

(b) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

 

13.3 Arbitration Procedure.

 

(a) A party must notify the other relevant parties of its intent to commence arbitration prior to commencing arbitration. The parties will then meet for the purpose of resolving the dispute and, if the dispute is not resolved within 30 days of the initial notice, then any of the relevant parties may commence arbitration.

 

13.4 Confidentiality.

 

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the Qashier Parties may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

 

13.5 Conflict of Rules.

 

In the case of a conflict between the provisions of this Section 13 and any arbitration rules of the arbitration centre, the provisions of this Section 13 will prevail.

 

14. Modifications to this Agreement.

 

Qashier may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Qashier Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Qashier notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Qashier Legal Page regularly for modifications to this Agreement. Qashier last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.

 

15. General Provisions.

 

15.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.

 

15.2 Notices and Communications.

(a) Notices to Qashier. Unless this Agreement states otherwise, for notices to Qashier, you must contact us. A notice you send to Qashier is deemed to be received when Qashier receives it.

(b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Qashier may send you Communications by physical mail or delivery service to the postal address listed in the applicable Qashier Account. A Communication Qashier sends to you is deemed received by you on the earliest of (i) when posted to the Qashier Website or QashierHQ; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

 

15.3 Legal Process.

 

Qashier may respond to and comply with any Legal Process that Qashier believes to be valid. Qashier may deliver or hold any funds or, subject to the terms of Qashier’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Qashier will notify you of the Legal Process by sending a copy to the email address in the applicable Qashier Account. Qashier is not responsible for any losses, whether direct or indirect, that you may incur as a result of Qashier’s response or compliance with a Legal Process in accordance with this Section 15.3.

 

15.4 Collection Costs.

 

You are liable for all costs Qashier incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

 

15.5 Interpretation.

 

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Except where expressly stated otherwise in a writing executed between you and Qashier, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.

(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(e) The section headings of this Agreement are for convenience only, and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

 

15.6 Waivers.

 

To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

 

15.7 Force Majeure.

 

Qashier and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a Qashier Entity’s’ performance or non-performance, to the extent caused by a Force Majeure Event.

 

15.8 Assignment.

 

You may not assign or transfer any obligation or benefit under this Agreement without Qashier’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Qashier may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

 

15.9 Export Control.

 

You must not use or otherwise export, re-export or transfer the Qashier Technology except as authorized by the laws of the above Country of Residences and the laws of the jurisdiction(s) in which the Qashier Technology was distributed and obtained, including by providing access to Qashier Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Qashier Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Qashier Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

 

15.10 No Agency.

 

Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Qashier and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and a Qashier Entity as agent, the agency conferred, including your rights as principal and a Qashier Entity’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a Qashier Entity, and will in no event establish an agency relationship for tax purposes. Qashier contracts only with you, and no relationship is established between Qashier and your Customers.

 

15.11 Severability.

 

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

 

15.12 Cumulative Rights; Injunctions.

 

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause a non-breaching party irreparable harm for which a non-breaching party has no adequate remedies at law. Accordingly, each non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

 

15.13 Entire Agreement.

 

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

 

15.14 Third Party Rights.

 

Unless expressly provided otherwise in this Agreement, no person or entity who is not a party to this Agreement shall have any right to enforce or enjoy the benefit of any of its terms. This provision shall not affect the rights of any permitted assignee or transferee of this Agreement, nor shall it affect any rights or remedies available to third parties that exist independently of this Agreement or under applicable law. Nothing in this Section restricts or limits the right of Qashier to amend, modify, supplement, rescind, replace, or vary this Agreement at any time in its sole discretion, and no prior consent from, or notice to, any third party shall be required for Qashier to exercise such rights or any other rights under this Agreement.

 

Definitions

 

“Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Qashier Legal Page.

 

“AML and Sanctions Law” means all applicable anti-money laundering and sanctions laws, rules, regulations and other binding requirements of any regulator or other governmental agency or entity with jurisdiction over Qashier or its Affiliates, you or your Affiliates, or a Third Party PSP, as applicable.

 

“API” means application programming interface.

 

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

 

“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.

 

“Card Network Rules” means the Payment Method Rules published by a Card Network.

 

“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

 

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

 

“Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.

 

“Content” means all text, images, and other content that Qashier does not provide to you and that you upload, publish or use in connection with the Services.

 

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

 

“Country of Residence” means (a) for a natural person, the nationality and place of domicile, business or work, (b) for a legal person or arrangement, both the country or jurisdiction of establishment, incorporation, or registration, and, if different, the country or jurisdiction of operations as well

 

“Credential Compromise” means an unauthorized access, disclosure or use of your Qashier Account credentials, which includes Qashier API keys.

 

“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).

 

“Customer and Payment Method Information” (or “CPM Information”) means Customer account information including Customer name, Customer contact information, Customer billing information, Customer tax ID, Customer loyalty program information, and Customer’s payment methods saved to the Customer profile.

 

“Data Processing Agreement” means the data processing agreement located at www.Qashier.com/legal/dpa.

 

“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers)

 

“Documentation” means the sample code, instructions, requirements and other documentation available on the Qashier Website;

 

“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).

 

“Feedback” means ideas, suggestions, comments, observations and other input you provide to Qashier regarding Qashier services and the Qashier Technology.

 

“Fees” means the fees applicable to the Services.

 

“Financial Partner” means a third party or an Affiliate of Qashier that provides financial services and with which a Qashier Entity interacts to provide the Services.

 

“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards.

 

“Force Majeure Event” means an event beyond the control of a Qashier Entity, including (a) a strike or other labor dispute or labor shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Law or act of a Governmental Authority.

 

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Qashier or you, as applicable.

 

“High-Risk Jurisdiction” means any jurisdiction or administrative region that Qashier has deemed to be of particularly high risk, as identified on the Qashier Restricted Business List.

 

“High-Risk Person” means any individual or entity that Qashier has deemed to be of particularly high risk, as identified on the Qashier Restricted Business List.

 

“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):

(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts;

(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;

(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);

(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;

(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;

(f) a moratorium is agreed or declared with respect to all or part of your debts;

(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;

(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;

(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;

(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;

(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or

(l) where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition.

 

“IP Claim” means a Claim made against you by a third party alleging that the Qashier Technology, Services or a Qashier Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.

 

“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Qashier.

 

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.

 

“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

 

“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.

 

“Mark” means a trademark, service mark, design mark, logo or stylized script.

 

“Merchant Initiated Transaction” means a Transaction or a series of Transactions that you initiate according to an authorization (i.e., mandate) that you receive from a Customer that authorizes you to initiate the Transaction(s) on the agreed terms, without requiring the Customer to take any further action to trigger their initiation by you.

 

“Multi-Currency Processing” means the ability to have funds settled to a User Bank Account in a currency different from the one in which you accepted payment from a Customer.

 

“On-Reader Forms” means functionality that allows you to display pre-built user interfaces on Qashier Terminal Product reader device screens that may be used to (a) display customized text to your Customers, (b) solicit Customer selection from buttons displaying customized text, or (c) collect and store Customer input text information and signature images.

 

“Payment Account Details” means the Payment Method account details for a Customer that the PCI Standards require to be protected, which may include the Customer’s name, and with respect to credit and debit cards, the Customer’s account number, card expiration date, and card verification value or similar security code.

 

“Payment Method” means a payment method that Qashier accepts as part of the Qashier Payments Services (e.g., a Visa credit card, Mastercard credit card, PayNow, etc.).

 

“Payment Method Acquirer” means an entity that a Payment Method Provider has authorized to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorization and clearing; and (b) receive and remit settlement funds for authorized and cleared Transactions.

 

“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc.).

 

“Payment Method Rules” means the publicly available guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.

 

“Payment Method Terms” means terms that apply to your acceptance and use of a Payment Method, located on or accessible from the Qashier Website, including on the Qashier Legal Page, and which as of the Effective Date are described on that page as “Payment Method Terms.”

 

“Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes. These Payments Services can be provided by Qashier, or by another entity whom you directly enter into a separate contract or service agreement with.

 

“Payout Delay” means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Qashier; (c) your equipment, software, or other technology; (d) a delay or failure of a Financial Partner to settle a Transaction to Qashier, including as a result of a Financial Partner’s default, insolvency, or bankruptcy; or (e) a Force Majeure Event.

 

“Payout Recipient” means a third-party recipient to which Qashier enables you to make payouts via the Qashier Connect Services.

 

“Payout Schedule” means the schedule indicated in the Payment Services Terms that shows the number of business days following the Transaction date that it takes for Qashier to initiate transfer of Transaction settlement funds to a User Bank Account.

 

“PCI-DSS” means the Payment Card Industry Data Security Standards.

 

“PCI Standards” means PCI-DSS and Payment Card Industry Software Security Framework (PCI-SSF), including successor standards (if any).

 

“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services

 

“Pooled Account” means a pooled account to which Transaction settlement funds are credited.

 

“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.

 

“Protected Data” means (a) all User Information that you provide to Qashier; and (b) any Personal Data that Qashier uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.

 

“Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.

 

“Representative” means an individual submitting your application for a Qashier Account.

 

“Reserve” means funds described as such by Qashier, which Qashier holds as security against liabilities you incur under this Agreement.

 

“Restricted Business” means any category of business or business practice for which a Service cannot be used, as identified on the Qashier’s Restricted Business List (located on the Qashier Website) for the applicable Service and jurisdiction of your Qashier Account.

 

“Reversal” means the reversal of the settlement of funds for a Transaction.

 

“Sanctioned Persons” means people or entities that are subject to sanctions (e.g., prohibitions or asset freezes) under AML and Sanctions Law, including if they are (a) on an applicable sanctions list, such as the sanctions lists identified by the United States Office of Foreign Asset Control and the European Commission; (b) owned or controlled by a person on an applicable sanctions list; or (c) ordinarily resident in a jurisdiction identified as high risk in Qashier’s Prohibited and Restricted Business List.

 

“Security Credentials” means your (or if applicable, your Affiliate’s) API license keys and other security credentials for Third Party PSPs.

 

“Service” means a service Qashier (or its Affiliate, as applicable) makes available to you under this Agreement.

 

“Services Terms” means terms in this Agreement that apply to particular Qashier services (e.g., Qashier Payments Terms).

 

“Qashier Account” means your Qashier account.

 

“Qashier API” means all instances of the Qashier application programming interfaces, including all endpoints that enable Qashier users to use Qashier services.

 

“QashierHQ” means the interactive user interface through which a Qashier user may view information about and manage a Qashier account.

 

“Qashier Data” means data that you obtain via the Services, including (a) information relating to Qashier API interactions via the Qashier Technology; (b) information Qashier uses for security or fraud prevention; and (c) all aggregated information Qashier generates from the Services.

 

“Qashier Entity” means Qashier or any of its Affiliates.

 

“Qashier Legal Page” means www.Qashier.com/[countrycode]/legal, where “[countrycode]” means the two-letter abbreviation for the country where a Qashier Account is located.

 

“Qashier Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Qashier Parties.

 

“Qashier Parties” means Qashier, Qashier’s Affiliates, and the directors, employees and agents of each Qashier Entity.

 

“Qashier Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes. Qashier Payments Services are provided by Qashier, and not by another entity whom you directly enter into a separate contract or service agreement with.

 

“Qashier Pricing Page” means www.Qashier.com/[countrycode]/pricing, where “[countrycode]” means the two-letter abbreviation for the country where a Qashier Account is located, and any other pages on the Qashier Website linked from that page.

 

“Qashier Recipient Notice” means the notice containing relevant information for Payout Recipients, which is accessible in the Documentation for the Payout Recipient’s jurisdiction.

 

“Qashier Technology” means all hardware, software, application programming interfaces (including the Qashier API), user interfaces (including QashierHQ), and other technology that Qashier uses to provide and make available the Qashier services.

 

“Qashier Terminal Documentation” means the Documentation, along with other documentation that Qashier makes available to you (including via email), relating to the Qashier Terminal Services, Qashier Terminal Software or Qashier Terminal Products.

 

“Qashier Terminal Product” means a device, instrument, piece of equipment or other hardware that (a) a Qashier Entity or a third-party distributor or reseller authorized by a Qashier Entity supplies to you, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product; or (b) Qashier approves for use to access the Qashier Terminal Services or the Qashier Technology, or to operate the Qashier Terminal Software.

 

“Qashier Terminal Services” means the Payments Services for Transactions processed using a Qashier Terminal Product, together with related services and features as described in the Qashier Terminal Documentation and on the Qashier Website.

 

“Qashier Terminal Software” means the Terminal Device Software.

 

“Qashier Website” means www.Qashier.com.

 

“Tax” or “Taxes” means, as applicable, any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

 

“Terminal Device EULA” means the Terminal Device Software License Agreement for end users, the terms of which are incorporated into this Agreement by this reference.

 

“Terminal Device Software” has the meaning given to it in the Terminal Device EULA.

 

“Terminal Purchase Terms” means the agreement under which a Qashier Entity supplies the Qashier Terminal Products that you are using.

 

“Third Party PSP” means a third-party card payment services provider to you or your Affiliate (such as a provider of payments processing, payments orchestration services, or token management services) to whom you directly or indirectly route Forwarded Data.

 

“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.

 

“Transaction” means a Payment Method transaction request initiated via the Qashier Technology through which Qashier is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.

 

“Update” means a modification, feature enhancement or update to the Services or Qashier Technology that requires you to take some action, which may include changing your implementation of the Services or Qashier Technology.

 

“User Affiliate Reserve” means funds described as a reserve by Qashier, which a Qashier Entity holds as security against liabilities that any User Entity incurs under its agreement with a Qashier Entity.

 

“User Bank Account” means a bank or other financial institution account you identify to Qashier.

 

“User Compliance Information” means information about you that Qashier requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Qashier Account.

 

“User Financial Information” means (a) information about you that Qashier requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Qashier to calculate your risk of loss; and (c) all other information Qashier requests to assess your risk and ability to perform your obligations under this Agreement.

 

“User Group” means (a) you; (b) any entity or individual that Qashier reasonably determines is associated with you; and (c) each of your and their Affiliates that has entered into an agreement with a Qashier Entity under which a Qashier Entity provides services.

 

“User Entity” means an individual or entity that is part of the User Group (including you).

 

“User Information” means User Compliance Information and User Financial Information.

 

“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.