Grof Service Pte. Ltd. Terms & Conditions

Terms And Conditions For Service

THESE TERMS AND CONDITIONS, PRIVACY POLICY AND ANY OTHER POLICIES, RULES AND/OR GUIDELINES ON OUR WEBSITE AND APP (COLLECTIVELY “GROF RULES”) SHALL AND MUST BE READ CONCURRENTLY. BY USING OUR WEBSITE, APP, SERVICES AND/OR ORDERING PRODUCTS FROM THIS WEBSITE AND/OR APP, YOU HEREBY ACKNOWLEDGE THAT YOU’VE FULLY READ AND AGREE TO THE GROF RULES.

IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THE GRO RULES AND ANY ACCOMPANYING RISKS AND OBLIGATIONS, AND TO SEEK THIRD PARTY LEGAL ADVICE PRIOR TO AGREEING TO THE GROF RULES.

INTRODUCTION
1. These terms and conditions, including the terms and conditions in Schedule 1 (if such Service(s) are utilised by you) form our agreement with you (“Terms and Conditions”). They will apply to all work Grof Services Pte. Ltd. and/or any of its Subsidiaries (collectively “Grof”, “Sprout”, “our”, “us” or “we”) undertake for you with respect to all current and future work. The term “Subsidiary” is defined as any company controlled, directly or indirectly, by Grof Services Pte. Ltd.
2. You declare that you have full power, authority, eligibility and permission to engage in Grof’s Services. You are in good standing and you agree to the Term and Conditions and will be bound at all times during our work (this “Agreement”).
3. These Terms and Conditions will take precedence unless expressly spelt out.
4. Engagement refers to all work and Services we undertake for you.
5. All references to ‘Client’ or ‘you’ are references to the client named or described in our invoice and your Approved Users (defined below). All references to “Company” or “Companies” are references to the company or companies that you engage our Service(s) for. All references to our ‘employees’ or ‘staff’ include employees or staff employed or otherwise employed by us to provide the Services (defined below) under the invoice.
6. The term “Applicable Laws” shall have the same meaning as defined in
  
  Schedule 1 below.
SERVICES
1. The word “Services” or “Service” means access to our website, app, software and platform, any payment, transaction or electronic signing services, consultancy or any other services or facilities (including but not limited to the Services listed in Schedule 1) which we may offer to you from time to time via electronic means, including any modification thereof made by us (the scope and nature of which shall be determined at our sole discretion). They may include transfer of funds, electronic statements, electronic advice, transaction alerts, debit cards or any electronic modes of operating the Account. The Services we have agreed to provide to you, which comprise the scope of work are set out in our invoice and as described herein and/or in such invoice. We will exercise reasonable skill and care to provide the services in line with the appropriate professional standards.
2. From time to time, you may request additional Services from us. Where we agree to provide these Services to you, such Services will be governed by these Terms and Conditions.
3. In the course of providing our Services, we may rely on our proprietary or third-party software and/ or platform to perform the Service(s). We have the discretion to change the software or platform at any time. You agree to hold us harmless for any disruption before, during and after the change of software or platform. You agree that the online user experience may be monitored or recorded for our training and quality assurance purposes.
4. We shall assume no responsibility or liability for omissions or errors that may appear before the engagement of our services; including during the handover of statutory records, and we cannot assure the accuracy of the documents (i.e. lodgements and resolutions) of the Company at any given time which was done before our appointment and/or of the transactions and documents executed without our knowledge and/or not under our scope of services.
5. Unless otherwise specifically stated, any advice relating to our Services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice, in any way, including by publication or electronic media, to any other party without our written consent.
6. We disclaim all responsibility for the consequences of anyone, apart from you or anyone else specifically permitted to in our Engagement.
7. The usage of our registered address should be limited to communications with banks and government agencies and should not be represented as your company's principal place of business.
8. By providing the Services to you, you acknowledge and agree that we may outsource and/or work with the following and you shall disclaim us from all liability that may arise directly or indirectly:
  1. any person (individual or non-individual) in Singapore or otherwise, which offer services or products, directly or indirectly through the Services; or to whom we outsource certain functions or activities to allow us to operate and/or provide our Services;
  2. any government, regulator, law enforcement agency, financial institution, and ancillary service provider (including but not limited to, internet service, cloud network, logistics, transportation, facilities management, telecommunication, data centres, hardware and software providers, domain and system hosting), agent or subcontractor involved in our provision of the Services; and
  d) any service providers for the purpose of creating, producing, storing, sending, and/or filing any documents or items on which such information should appear.
9. For avoidance of doubt, for the services provided under Schedule 1, you agree that (a) no promotional material issued by us shall claim or imply that a third party service provider is (i) targeting or soliciting any customers or (ii) marketing any Program or any services associated with any service(s) under Schedule 1 outside of the jurisdiction where such third party service provider is licensed to provide such services under Schedule ; and (b) no representations from us shall claim or imply that we are endorsed in any way by any third party service providers.
ADVICE
1. During the supply of our Service(s), we may provide oral, draft or interim advice reports or presentations to you. In these circumstances our final written report shall take precedent. No reliance should be placed by you on any draft or interim advice, reports or presentations. Where you wish to rely on oral advice or oral presentation, you shall inform us and we (at our sole discretion) may provide you with documentary confirmation of the advice.
2. We shall not be under any obligations, regardless of the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
3. Any advice that we give you will be based on the law effective at the date of the advice and based on what we are aware of. We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.
4. No actions taken by us and/or statements made in the course of our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.
5. Unless otherwise agreed with you, or specifically stated, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.
6. No advice we provide to you is intended to constitute or will constitute legal advice and it should be relied upon by you as such.
YOUR RESPONSIBILITIES
1. As a condition of your use of our Services, you further warrant that
  - you are at least 18 years of age and are of sound mind,
  - you possess the legal authority to create a binding legal obligation,
  - you will use our Services in accordance with Grof Rules,
  - you will only use our Services for you or for another person for whom you are legally authorised to act,
  - you will inform such other persons about these Terms and Conditions that apply to the Services you have used on their behalf, including all rules and restrictions applicable thereto,
  - all information supplied by you to us for the purposes of the Services is true, accurate, current and complete, and
  - you will safeguard your Grof account information and will supervise and be completely responsible for any use of your account by you and anyone other than you.
2. Additionally, you agree not to host, display, upload, modify, publish, transmit, store, update or share any information that:
  - belongs to another person and to which you do not have any right;
  - is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws;
  - infringes any patent, trademark, copyright or other proprietary rights;
  - violates any law;
  - deceives/misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
  - impersonates another person;
  - threatens the unity, integrity, defence, security or sovereignty of any nation or its public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting such nation;
  - contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
  - interfere with or disrupt the operation of our Services or the servers or networks used to make our Services available or violate any requirements, procedures, policies or regulations of such networks, or take any action that imposes an unreasonable or disproportionately large load on our setup, infrastructure, processes, platform or any associated network;
  - reproduce, duplicate, copy, sell, resell or otherwise exploit for any purposes, any portion of, use of, or access to our Services;
  - modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our Services;
  - create a database by systematically downloading and storing any data or content available as part of our Services;
  - take any action that may cause Grof to lose any of the services from its internet service providers, payment processors, or other infrastructure suppliers;
  - use any manual or automatic device in any way to gather content from our Services or reproduce or circumvent the navigational structure or presentation of our Services; and
  - is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
3. We retain the right in our sole discretion to deny access to anyone to our Services, at any time without notice and for any reason, including, but not limited to, for violation of this Agreement.
4. We will use reasonable efforts to ensure that our Services available at all times. However, our Services will be unavailable during downtimes for scheduled or emergency maintenance and/or upgrades.
5. Certain products or services associated with our Services may be available only within certain hours, the cut-off times for which shall be indicated in the relevant section of our Services or otherwise notified to you
6. You agree to pay for our Services we provide in accordance with the payment terms set out further below, in our service agreement and our invoice (and in case of any conflict between these 3 documents, the payment terms most favourable to Grof shall apply).
7. In order to provide our Services to you, we require your co-operation. You will:
  - Provide, in a timely manner, all information and materials that we reasonably require to enable us to provide the services set out in our Invoice or written communication.
  - Arrange and authorised our access to, as required: members of your staff, third parties, records, authorities including ACRA and IRAS, technology and system and premise; and
  - Respond to us promptly to facilitate the performance of these services.
8. You consent to our collection, use, disclosure, transferring, storing or otherwise processing any personal data (as defined by the Personal Data Protection Act 2012) provided to you or otherwise collected by us from any other sources or in the course of our engagement and you consent to the collection, processing, use and disclosure of personal data in accordance therewith. If consent is required, you undertake, represent and warrant that where the personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) is provided to us, you have obtained such individual’s consent for, and hereby consent on behalf of such individual to, our collection, use, disclosure, transferring, storing, or otherwise processing any personal data for the above purposes.
9. Please do not assume that we know information you have not told us. Where you, or otherwise on your behalf, have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.
10. We will rely on the information and material that you, or another party provide. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our Services. You are responsible for the completeness and accuracy of the information and materials you supply to us.
11. If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may be in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.
12. We disclaim all responsibility for your failure to inform us of any changes to any information and/ or material which impacts upon the services we have agreed to provide to you.
13. If you provide any advice, opinion or report we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party arising out of their use or reliance on our advice, or report and for the costs of defending any such claims.
14. We are not responsible for any losses, costs, damages and/or liabilities resulting from use of our Services by anyone. You will not use our Services for illegal or improper purposes.
15. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of our Services (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of our Services by other users, (3) not resell material on our Services, (4) not engage, directly or indirectly, in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of our Services.
16. In the event we, in our opinion, is obliged to meet any of your requirements or legal obligations, you agree that we are authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at your expense (without requiring your prior approval or providing you prior written notice or information about such expense).
17. You agree that in order to use certain of our Service(s), we shall require you and you shall accept customer agreements and terms from third party service providers (“3P Agreements”) and you shall not amend such 3P Agreements without prior written consent from such third party service providers. You also agree that we may provide records of your acceptance of 3P Agreements to the relevant third party service providers.
APPROVED USERS AND APPROVAL REQUESTS
1. “Approved User” means any person(s) (whether natural or legal person(s)) authorised by you from time to time to use the Electronic Services in relation to your account with Grof.
2. You agree to ensure all Approved Users agree unconditionally to the Grof Rules.
  
  5.3. You may set up and allow multiple Approved Users to gain access to your Grof account (“Account”) and/or amend the access rights of any other user for your Account, in each case, by submitting to us an authorisation request according to the process which we may prescribe from time to time (“Approval Request”).
INSTRUCTIONS FROM YOU AND/OR APPROVED USERS
1. “Instructions” means any communications (regardless whether verbally or in writing), instructions, orders, messages, data, information or other materials received by us in relation to the Services which we reasonably believe come from you or your Approved User.
2. You authorise us to accept, rely and act upon any Instruction(s) received from an Approved User. We are under no obligation to check the authenticity or accuracy of any Instruction or data received from an Approved User and shall not be liable for any losses, liabilities and/or costs incurred or suffered by you or any person for complying with such Instruction
3. Prior to submitting an Instruction to us, you shall ensure that all information contained in the Instruction is complete and accurate. If you subsequently learn of any error in the Instruction, you must immediately notify us in writing.
4. We shall have the right to decline to act on any Instruction without incurring any responsibility for loss, claim, liability, cost or expense arising out of so declining to act if:
  1. your Instructions are (in our absolute discretion) unclear, incomplete or inconsistent with other instructions issued to us by you or your Approved User;
  2. the Instructions have lapsed, been rendered invalid due to failure to comply with applicable conditions or are cancelled by a governmental or regulatory body;
  3. the Instructions cannot be processed due to any circumstances and/or disruptions that are beyond our reasonable control;
  4. processing the Instructions might directly or indirectly expose us to legal action or censure from any government, regulator or law enforcement agency;
  5. processing the Instruction might directly or indirectly bring us disrepute or negative publicity; or
  e) any Instructions would cause you to exceed your applicable transaction or Account limits.
5. We will treat all Instructions as final and unconditional when we receive them through you or your Approved Users. This means we shall be entitled (but not obliged) to effect such Instructions without your further consent and notice to you.
6. You are responsible for maintaining its own records related to any Transactions and for reconciling such records against any entries made available via our Service(s). You must notify us promptly, and in any event, no later than seven (7) days after any unauthorised, incorrect, disputed entry is entered via and on our Service(s). Following the expiry of this period, any such entry recorded on our Service(s) shall be deemed as agreed and final.
NON-CONFORMANCE
1. If you become aware that the advice or work we have provided you does not conform to the scope of work set up or agreed upon, you must inform us immediately. You must give us the opportunity of at least 1 month to rectify any such advice or work.
2. If you fail to do so, we disclaim all responsibility for our advice/work failing to conform with the scope of work set out/ agreed.
USING OUR SERVICES
1. We may make our Services available through different types and models of devices (including but not limited to, personal computers or mobile devices), and depending on the device, settings and/or system specifications, you are using certain features of our Services may vary (or may be unavailable). From
  
  time to time, we may also require a certain standard of specification, software version and such other technical requirements of your device used to access our Services.
2. If you access our Services outside of Singapore, your access may be limited and subject to the relevant laws and regulations of that country. We will not be responsible for any fees, charges, expenses and/or liabilities which you may be exposed to for such use.
3. If in any situation where there are regulatory or licensing changes in any relevant jurisdiction, we may have to suspend the Services without giving you prior notice. In such circumstances, we will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.
4. We may introduce new or different forms of authentication service when you use our Services. We may introduce (or replace if already existing) new authentication methods for the Services from time to time without prior notice to you.
ENSURE SECURITY
1. Immediately inform us if you discover or suspect any unauthorised or erroneous transactions from or to your Account. Upon such discovery, you agree to take such steps to protect your Account, including changing any passwords, authentication keys, security devices, etc to your email accounts, Account(s) and reporting such incidents and steps taken to us immediately.
2. In the event you become aware of a security breach, compromise or theft leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to your Account or any data associated with your Account, you shall: (i) notify us of the circumstances and scope of such incident within twenty four (24) hours of ; (ii) dedicate appropriate resources to investigating and take appropriate steps to mitigate the scope of such incident and the damage, loss and other negative consequences; and (iii) provide all necessary assistance to us in the resolution of the incident.
3. Where we are of the view that your Account and any associated security codes might have been compromised, in order to protect your Account, you agree that we may decide to (but are not obliged to) take any or all of the following steps (and may not inform you until after such steps are taken):
  - Suspend all actions (which may include any Instructions you had
    
    previously given but we’ve not acted upon) pertaining to your Account
  - Require that you and/or your Approved Users identify yourselves to us by alternative means;
  - Require any Instruction to be confirmed to us through alternative means; and/or
  - Refrain from acting promptly upon any Instructions in order to confirm any Instructions, your identity and/or the identity of your Approved Users.
  - In such circumstances, your Instructions might not be processed within expected periods and we will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.
4. In respect of unauthorised or erroneous transactions from your Account, we will do our best to provide assistance to you, but we may not always be able to reverse such transactions. To assist us in our investigations and recovery efforts, we may request that you report unauthorised or erroneous transactions to the relevant law enforcement and/or regulatory authorities and provide us with such report(s) and further information relating to such unauthorised or erroneous transactions, including how such transactions occurred. If you are unable to or decline to do so, our recovery efforts could be materially impeded or delayed.
5. Where such erroneous or unauthorised transactions were a result of your or any of your Approved User’s action, omission, authorisation (whether as a result of fraud or otherwise), recklessness or mistake, we will not be liable to you for any losses. Recklessness would include any non-compliance with these Terms and Conditions by you and/or your Approved Users.
6. In respect of unauthorised or erroneous transactions to your Account, where we are satisfied that any sum credited to your Account was in fact unauthorised or erroneous (including any mistake made by us), we have the right to deduct such sums from your Account without your prior consent.
THIRD PARTY LINKS
1. In addition to making our Services available, our website and our Services also offer information and marketing materials. We also offer information, both directly and through indirect links to third-party websites. We do not always create the information offered on our website and/or as part of our Services; instead the information may be often gathered from other sources. To the extent that we create the content on our website and/or Services, such content is protected by intellectual property laws of the Singapore and international bodies.
2. Any links to third-party websites are provided solely as a convenience to you. We do not endorse the contents on any such third-party websites. We are not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk.
3. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from us or the applicable third party (if third party content is at issue).
4. Additional terms and conditions of third party suppliers and/or service providers may apply to your purchase or use of our Services. Please read these additional terms of use carefully. You agree to abide by the terms and conditions of purchase imposed by any third party supplier with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with the third party supplier's rules and restrictions. We reserve the right to cancel your Account if full payment is not received in a timely fashion for whatever reason.
5. Save and except with our prior written consent, you may not insert a hyperlink to our Services or any part thereof on any other website or "mirror" or frame our Services, any part thereof, or any information or materials contained on our Services on any other server, website or webpage.
6. We and you may use third party software and application programming interfaces (“APIs”) when using our Services. We do not guarantee the reliability of such third-party software or APIs.
7. You agree that we are not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information or our Services.
8. When we are threatened with suit or sued by a third party, We may seek written assurances from you concerning your promise to indemnify us; your failure to provide such assurances may be considered by us to be a material breach of these Terms and Conditions and our Agreement. We will have the right to participate in any defense by you of a third-party claim related to your use of any of our Services, with counsel of our choice at our expense.
LIABILITY DISCLAIMER
1. We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information on your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
2. The information, software, products and Services published on our website or quoted to you (whether verbally or in writing) may include inaccuracies or errors, including pricing errors. We do not guarantee the accuracy of, and disclaim all liability for any errors or other inaccuracies relating to such information displayed on this Website. In particular, we expressly reserve the right to correct any pricing errors on our website and/or reservations made under an incorrect price. In such an event, if available, we will offer you the opportunity to keep your Services purchase at the correct price or we will cancel your Services without penalty. We are under no obligation to provide Services to you at an incorrect (lower) price, even after you have been sent confirmation of your purchase.
3. We and our respective third party we work with make no representations about the suitability of the information, software, products and services contained on this Website for any purpose, and the inclusion or offering of any products or services on this Website does not constitute any endorsement or recommendation of such products or services by us or the third parties we work with. All such information, software products, and Services are provided "as is" without warranty of any kind.
4. We and our third party partners disclaim all warranties and conditions that our website, our Services, its servers or any email sent from us or our third party partners are free of viruses or other harmful components. We and our third party partners hereby disclaim all warranties and conditions, whether express or implied, with regard to this information, software, products and services, including all implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, title and non-infringement, including that this website and our Services shall be free from infringement of any copyright, trademark or other intellectual property rights of third parties.
5. For avoidance of doubt, in no event shall Grof be liable for any lost profits, costs, liabilities, or other indirect, special, punitive or consequential damages, even if we had been advised as to the possibility of such damages or losses.
6. To the extent permitted under Applicable Laws, under no circumstances shall our liability to you for any losses, lost profits and/or damages of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action), exceed the amount of the total Fees paid by you to us under this Agreement for the preceding three (3) months from the date giving rise to such claim. The Parties acknowledge and agree that the exclusion and limitation of liability in this section are reasonable having regard to all relevant factors, including the nature and cost of the Service(s) provided and the allocation of risk and liability between the Parties.
7. You agree to indemnify, hold harmless and defend us from and against any and all losses, lost profits and/or damages whatsoever and howsoever arising which we may sustain, incur, suffer or pay arising out of, in connection with or pursuant to:
  1. any transaction performed for you as part of our Service(s) including but not limited to damages due to identity theft, card/user fraud including value load fraud, point of sale and transaction fraud, cloning and phishing, over limit processing, under floor limit processing, or our efforts at fraud or unauthorised transaction recovery under Applicable Law (other than where caused by our gross negligence or wilful default);
  2. any claim relating to your use of our Service(s); provided, that this provision shall not apply if such claim arises out of (i) an act of fraud, gross negligence, willful misconduct or bad faith by us;
  3. all fines and penalties assessed by any regulatory body or payment processing network due to your actions, inactions or omissions or you having breached Applicable Laws, Network Rules (including any misuse of the Network Marks) (as defined in Schedule 1 below) or PCI DSS; and
  4. NIUM’s relying or acting on (a) any Transaction, entry or information transmitted by; or request or Instruction given by the Partner; (b) any information provided by the Partner in connection with this Agreement being or being alleged to be inaccurate or misleading in any material respect; (c) breach of confidentiality obligations, PCI DSS or any security breach, compromise or theft of Personal Data; (d) the licensing, use, reproduction, display, publishing, distribution or other exploitation of the Partner’s Intellectual Property Rights granted hereunder constitute an infringement, dilution, or unauthorised use of any patent, copyright, trademark, proprietary information of any other third party.
FEES
1. Grof reserves the right to review and amend the Fees and the Terms and Conditions in this Agreement at any time for any and/or all of our Services. The basis on which we charge fees and make any changes to this Agreement shall be communicated and agreed by you prior to the commencement or continuation of our work (“Fees”).
2. If you have signed up for a package and/or subscription plan and have made full payment for the total duration of such plan, such price change will
  
  not affect your current package and/or subscription plan if already accepted by Grof and that Services under such plan have commenced.
3. Pursuant to 4 (f) above, We will provide you with at least thirty (30) days notice before charging you with any price change on any annual or longer term plans.
4. Our invoice is payable upon the presentation of our invoice to you. Payments of our invoices are to be made free and clear of any withholding taxes or bank charges (if any). Should there be a request to terminate our services, there shall be no refund on any unused portion of any Services paid for.
5. If you do not pay our invoice in full, we may
  - elect not to continue to provide services to you;
  - suspend work until further payment is made;
  - impose late payment charge of one percent (1%) per month on the outstanding balances;
  Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts will be added to the amount due from you.
6. If you’ve purchased a Service from us where there is an auto-renewal policy for that Service, we will usually send you (to your email account registered with us) a renewal reminder before the renewal happens. Prior to the date and time of renewal, you have the option to cancel the auto-renewal or change their plan before the renewal date. On the renewal date, the renewal automatically occurs and your registered credit card gets automatically deducted on such renewal date, and you agree that such renewal deduction is completely non-refundable, and that you shall not raise such a refund request or dispute this deduction.
DISBURSEMENTS
1. In addition to our fees, we may incur expenses/ disbursements on your behalf during the service. We will inform you upfront if such expenses/ disbursements are required.
2. You consent and approve to reimburse us for any expenses/ disbursements incurred in the course of our service.
DOCUMENTS
1. All materials developed, modified, designed or created by us in the course of carrying out our services, including know how, system, software, reports, documents, written advice, drafts and working paper belongs to us. Any correspondence or documents we provide to you during the course of the engagement belongs to you unless we specify otherwise.
2. Unless otherwise agreed, all original documents you have provided to us will belong to you.
3. On completion of our work, or termination of work, we will return to you any papers to which you are entitled. Upon completion of our work, we will store our file, including any documents or materials you leave with us, for a period of 5 years (or such longer period mandated by law) from the date of our final invoice. You authorise us to destroy our files after the expiration of that period.
4. We accept no liability for any losses you suffer if our file, including any documents or any other material you leave with us, is damaged or destroyed for any reason.
5. We will exercise our right to retain documents to which you are entitled to, unless all our outstanding fees and disbursements are paid in full.
COMMUNICATION AND ELECTRONIC DOCUMENTS
1. Each party is authorised to communicate with and provide documents to the other party by post, facsimile or electronically. To the extent permitted by law:
  - each party will not be responsible for any liability caused in connection with electronic transmissions; and
  - we will not be responsible for any delay, non-delivery or interruption of any of the methods of communication.
2. Instructions given by you to us on a non-Business Day or after close of business (being 6 pm Singapore time) on any Business Day shall take effect at
  
  the start of the next following Business Day. For the purposes of this paragraph, "Business Day" shall mean a day on which banks generally are open for business in Singapore. For urgent or special request that require our attention during non-Business hours, we seek your understanding that we would response base on our best effort basis.
3. You will take all reasonable steps to ensure you have suitable systems in place to prevent data corruption, virus transmission in your electronic documents or other communications.
4. 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 merely 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 so object. This clause shall also apply to all records maintained by any service provider or third party partner designated by us.
5. You acknowledge and accept the risk that electronic communications may not always be secure, irrespective of the security we have in place.
6. You will contact us immediately if you have any concerns about the authenticity of any documents or communications purportedly sent by us.
7. You will inform us immediately when there is a suspected attack on your database which may cause our data to be leaked.
CONFIDENTIALITY
1. “Confidential Information” means any oral, written, graphic or machine readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure.
2. In conducting our work, information acquired by us in the course of our work is subject to strict confidentiality requirements and treated as Confidential Information. Such Confidential Information will be treated as follows: we
  - shall protect the Confidential Information in a reasonable manner and in accordance with general protection standards of Singapore;
  - shall use Confidential Information only to perform our obligations for our work with you; and
  - shall reproduce Confidential Information only as required to perform our work with you.
3. We may disclose Confidential Information if this is required by law, in which case we will (unless prohibited by law or order) give you advance notice of such requirement and we will cooperate with you within a reasonable manner in your lawful efforts to resist or narrow the scope of such required disclosure.
4. Our confidentiality obligation does not apply to any information which is or becomes public knowledge other than by a breach of our confidentiality obligations or known from other sources without restriction on disclosure.
5. You agree that we may disclose these Confidential Information in an aggregated and/or anonymous format to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.
6. The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its representatives and to enforce the terms and provisions of this Section in addition to any other remedy to which the disclosing party is entitled at law or in equity.
7. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
8. If Grof is compelled by law to access or disclose your Confidential Information as part of a civil proceeding to which you are a party to, you agree to reimburse Grof for the reasonable costs of compiling and providing secure access to such Confidential Information.
TRANSMISSION TO THIRD PARTIES
1. We strongly believe in protecting user privacy and providing you with notice of Our use of data. Please refer to our privacy policy Privacy Policy”) that is posted on our website.
2. We may transfer your personal data to service providers or Grof’s subsidiaries throughout the world to process Instructions and your transactions and provide you with our products or services. You agree that your personal information may be processed, accessed or disclosed in countries outside of Singapore. Regardless of where we process your information, we still protect it in the manner described in our privacy policy and according to the applicable laws of Singapore.
3. Without prejudice to our Privacy Policy, you agree that any information provided by you may be disclosed to and used by the following parties:
  1. credit bureaus and similar institutions to report or ask about your financial circumstances, and to report or collect debts you owe;
  2. regulatory authorities, courts, and governmental agencies to comply with legal orders, legal or regulatory requirements, and government requests;
  3. our service providers, affiliates, payment intermediaries, regulatory authorities and governmental agencies to detect and prevent fraud and any other criminal activity, and to protect Grof and others against such fraudulent or criminal activity;
  4. our affiliates and Grof’s subsidiaries for marketing, risk management and
    
    transaction monitoring purposes;
  5. our service providers who perform services for us and help us operate our business and our Services; and
  6. banks, financial institutions or other partners with whom we jointly offer or develop products and services (but they may not use your personal data, in particular your email address, to independently market their own products or services to you unless you consent that they can do so); and/or
  7. to our professional advisors (including our lawyers) to protect and advance our rights.
REVIEWS
1. We are always grateful to receive your reviews and feedback. You agree that by submitting such review and feedback content to us by electronic mail, postings on our website, third party review websites (including but not limited to Google reviews) or otherwise, including any reviews, photos, videos, questions, comments, suggestions, ideas or the like contained in any
  
  submissions (collectively, “Submissions”), you grant Grof a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display (including but not limited to, marketing and promotional campaigns) and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission.
2. You agree and acknowledge that Grof may choose (but is not obligated to) to provide attribution of your comments or reviews, and that such submissions may be shared with our third party partners.
3. You acknowledge and agree that Submissions are non-confidential and non-proprietary. You expressly waive any and all "moral rights" (including rights of attribution or integrity) that may subsist in your Submissions and agree that you have no objection to the publication, use, modification, deletion or exploitation of your Submissions by us, or our third party partners.
4. We take no responsibility and assume no liability for any Submissions posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Website and as part of our Services. If you do not agree to these Terms of Use, please do not use our Services and do not provide us with any Submissions.
5. You are fully responsible for the content of your Submissions. You shall be solely liable for any damages resulting from any violation of these Terms and Conditions, or any other harm resulting from your posting of content to this website.
6. You acknowledge that we or our third party partners may exercise its rights (e.g. use, publish, delete) to any content you submit without notice to you. If you submit more than one review for the same instance of Service, only your most recent submission is eligible for use.
7. From time to time, we may offer customers incentives to leave reviews (i.e. discount coupon/entry into prize draws etc.) As it is important to us that reviews are impartial and honest, these incentives will be available to customers regardless of whether the review is positive or negative.
COPYRIGHT AND INTELLECTUAL PROPERTY
1. Unless otherwise specified, we retain all copyright and intellectual property rights in all materials developed, designed or created by us in the course of carrying out the services including know-how, system software, reports and working paper.
2. You acknowledge that any documents or materials given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.
3. All trade marks, service marks and logos used on our website and/or on our Services are the property of the Grof and/or the respective third party proprietors. No licence or right is granted and your access to our website and Services should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade marks, service marks or logos appearing on our website and/or on our Services without our prior written consent or the relevant third party proprietor thereof.
COUPONS

Discount coupons ("Coupons") may be applied to products which have been made known to the customer that will apply with each specific Coupon. Participating Services are subject to change at any time. Unless stated otherwise in a particular Coupon’s terms & conditions:
- The Coupon is personal to you, can only be used once and will be deemed fully redeemed and expired once a qualifying purchase has been made.
- Provided that you spend the minimum spend stipulated in the Coupon (if applicable), the Coupon entitles you to the Discount off the price of the relevant Service before the application of any taxes, tax recovery charges, applicable fees or additional costs.
- The Coupon cannot be redeemed against taxes, tax recovery charges, supplier fees, cancellation or administrative fees or other miscellaneous charges, which are the sole responsibility of the customer.
- The Coupon is valid only for the redemption period stated in such Coupon.
- Usual purchase terms and conditions apply in accordance with this Agreement and all purchase and Coupon use are subject to availability.
- Only one Coupon per transaction may be used. In certain cases (e.g. a multiple product purchase, the Coupon will be applied to only the lowest item in the transaction. This will be expressly stated before a customer completes the purchase).
- The Coupon may not be used or combined with other coupons, promotions or special offers.
- The Coupon cannot be used for any purchase previously made. The Coupon has no cash value and no refunds or cash alternative will be offered. There is no residual value and no credit will be issued if the purchase amount is less than the prescribed discount. The Coupon may not be re-used, even in the event that you change or cancel the booking.
- The Coupon is void where prohibited by law and may only be used by you if you are aged 18 and over.
- Improper use of the Coupon by you including, but not limited to, publication or selling of the Coupon is prohibited, will result in the voiding of the Coupon, and may constitute fraud.
- The Coupon may not be transferred or sold. Coupons obtained through unauthorized channels, mutilated, altered, copied, forged, damaged, manipulated, or tampered with in any way will be deemed void.
- If We become aware, or has reason to suspect (in our reasonable opinion), that a customer: (a) has breached these coupon conditions; (b) obtained this Coupon from an unauthorized channel; (c) has used the Coupon with a view to re-selling any item (or part thereof) booked; (d) engaged in conduct which impacts on the fairness, integrity or proper conduct of this offer; or (e) otherwise acted fraudulently, We may, in our absolute discretion, cancel all bookings made by the customer using the Coupon without giving any reasons thereon. We reserve the right not to refund customers for the cancelled transactions, including any non-refundable bookings.
For avoidance of doubt, the Coupon can only be used by a customer making a purchase directly on the website, platform and/or app for our Services, and cannot be used through or by a third party or intermediary.

We reserve the right to vary conditions of use of the Coupon or to withdraw the Coupon at any time. Our decision is final in all matters relating to this offer. Terms and conditions of the Coupon are as written and cannot be changed by any representation of any unauthorized person.
AFFILIATE PROGRAMME
1. You are automatically enrolled into Grof’s Affiliate Programme (“Affiliate Programme”) when you purchase any of our Services.
  
  4.2 The Affiliate Programme is governed by the Grof Affiliate Agreement (“Affiliate Agreement”).
  
  4.3 You agree that the Affiliate Agreement is made a part of these Terms and Conditions by this reference and you will be bound by them. To view the Affiliate Agreement, please consult our website.
ANTI-MONEY LAUNDERING/COUNTER-TERRORISM FINANCING
1. In common with all Registered Filing Agents, we are subject to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act and the Terrorism (Suppression of Financing) Act.
2. We are bound to report to the Suspicious Transaction Reporting Office if we know, or have reasonable cause to suspect, that another person is involved in money laundering. Failure by us to make a report where we have knowledge or reasonable grounds for suspicion will constitute a criminal offence.
3. The offence of money laundering includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in Singapore or elsewhere. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such benefit.
4. We have a statutory obligation to report instances of money laundering without your knowledge or consent. In consequence, neither our staff may enter into any correspondence or discussion with you regarding such matters.
5. Upon our written request, you shall provide on (i) all documentation and other evidence or information as requested by and assistance as required by us in order for us to carry out and be satisfied with the results of all necessary "know your client" or other checks (“Due Diligence Checks”) which we are required to carry out under any Applicable Laws or legislation or by any regulatory or financial services authority. In addition, you agree that, at our written request, you shall execute or procure the execution of such documents and do or procure the doing of such acts or things as we may reasonably require for the purpose of the Due Diligence Checks.
PROBLEM RESOLUTION
1. If you are unhappy with the services we have provided, or would like to make suggestions on how we can improve, we welcome you to contact us at feedback@gro.co. We will investigate all complaints carefully and promptly and resolve any difficulties.
2. Where your complaint(s) is regarding a service provided by a third party service provider, you agree that we may notify and share the complaint details (and any information or content you’ve provided through your dealings with us) with such third party service provider. You also agree that such third party service provider may provide us assistance to addressing your complaints and in certain instances, the third party service provider may contact you directly to resolve such complaint(s).
CONSEQUENCES OF BREACH

If we, in our sole discretion, believe that you or your Approved Users may have breached any provision of these Terms and Conditions, we make take action(s) to protect ours, other users and third parties which may includes but is not limited to:
- Terminating of any agreement between you and us, including these Terms and Conditions;
- closing, deleting, suspending, blocking, or limiting your and/or your
  
  Approved Users’ access to your Account;
- contacting any person who or entity which may have transacted with you;
- warning Our other customers, government and regulatory bodies and/or affected third parties;
- Updating any inaccuracies on our Services or in our systems
- taking legal action against you and/or your Approved Users;
- fully or partially reversing a transaction carried out using our Services; and/or
- Only if possible, practicable, necessary and legally permissible, we will endeavour to provide you with the relevant information of any steps taken by us as mentioned directly above.
TERMINATION
1. Subject to applicable laws and our professional obligations, our work may be terminated as set out in this Clause 15.
2. We may terminate our work by giving you fourteen (14) days’ notice in writing, unless a shorter period is required for matter of urgency (in our sole discretion), if:
  - you do not pay our account
  - we have requested instructions, information or materials from you but you have failed to provide them in a timely manner
  - you give us information that are false and misleading
  - we believe that we may have a conflict of interest
  - there is a change of circumstances beyond our control (such as regulatory related developments) that prevents us from providing the services to you,
  - if you and/or your company is involved in any civil litigation proceeding, criminal prosecution and/or the like; or
  - any other reasonable grounds.
3. Either party may terminate our work by written notice to the other party:
  - at any time by giving the other party fourteen (14) days’ notice in writing
  - immediately if the other commits any material breach of this agreement and/or our Privacy Policy that is not remedied within fourteen (14) days’ receipt of a notice requiring the breach to be remedied, or
  - immediately in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.
FORCE MAJEURE
1. The operation of our Services may be affected by external events including but not limited to epidemics, strike, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, or any force majeure events.
2. You agree that we shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions if the delay or failure is due to any such events or causes referred to in paragraph 16.1 above, or any other event beyond our reasonable control.
CHANGES
1. Changes to these Terms and Conditions and our Agreement must be in writing and signed by us. The effective date for any such changes is the date on which you agree to such changes.
2. You should check this page from time to time to ensure that you are happy with any changes. We will alert you that changes or revisions have been made
  
  by indicating on the top of this Terms and Conditions the date it was “last updated”. The changed or revised Terms and Conditions will be effective immediately after it is posted on our website and/or as part of our Services. Your use of our Services following the posting of any such changes or of a revised Terms and Conditions will constitute your acceptance of any such changes or revisions.
3. If you do not agree to the changes made to these Terms and Conditions, you must immediately notify us and discontinue your use of our website and Services.
GOVERNING LAW AND DISPUTE RESOLUTION
1. All Services we provide and these Terms and Conditions will be governed by and constructed according to the laws of Singapore.
2. Any dispute arising to these Terms and Conditions shall be submitted to mediation before a mediator chosen by parties or, where the parties cannot agree, by the Singapore Mediation Centre.
3. Any dispute arising out of or in connection with this contract and cannot be resolved by the mediation process as per Clause 28.2, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
4. The seat of the arbitration shall be Singapore, and the The arbitration tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
USE OF OUR REPORTS
1. You may not disclose any report (or any portion or any summary of a report) (“Report”) provided by us under our service externally to any party (including your affiliates), or refer to us in connection with the services, except:
  - to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the services provided
  - to the extend, and for the purposes, required by law (and you will promptly notify us of such legal requirements to the extend you are permitted to do so),
  - to other persons (including your affiliates) with our prior consent, who may only use it as we have specified in our consent.
  - If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided.
  An “affiliate” of an entity (for the purpose of this clause 18) shall mean an entity or individual that controls, is controlled by, or is under common control with, the first entity, and “control” means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interest.
2. You may not rely on draft reports. We shall not be required to update any final report for circumstances which we become aware, or events that happens after our delivery of our report.
OTHERS
1. Except as provided expressly in these Terms and Conditions, a person or entity that is not a party to the Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap.53B).
2. You agree that we may work for other clients, including your competitors.
3. Neither of us may assign any of our rights, obligations or claims under this Agreement.
4. If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and in effect.
5. Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect.
6. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our website and Services or our Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

SCHEDULE 1

DEBIT CARDS & PAY-IN-PAY-OUT PROGRAMS

PART A - THE DEBIT CARDS PROGRAM

DEFINITIONS
1. In this Part A, the following capitalised terms and expressions will have the following meanings (unless context otherwise requires):
  
  “Applicable Laws” means (i) any law, regulation or generally accepted practices or guidelines in the relevant jurisdictions applicable to the parties or the Service(s) from time to time, including but not limited to laws governing payment services; (ii) the operating rules, regulations and guidelines and technical standards promulgated from time to time by any organization which apply in respect of the Service(s) (including, without limitation, the Network); and (iii) sanctions
  
  “Available Balance” with respect to a Customer, means the total balance of funds received by Grof from such Customer or a third party approved by Grof which are no longer subject to a right of recall initiated by the payment provider or financial institution from which the funds are sent;
  
  “Cardholder” means a (a) Corporate Cardholder; and/or (b) Consumer Cardholder;
  
  “Chargebacks” means the full or partial reversal of funds initiated by a Cardholder in connection with a disputed Transaction made using any Debit Card;
  
  “Consumer Cardholder” means an individual who is issued a Consumer Debit Card and uses the Consumer Debit Card to originate a Transaction and includes any person who is authorised to use the Consumer Debit Card for personal purposes;
  
  “Consumer Debit Card” means the 16- digit debit card issued by Grof’s third party partner(s) linked to a Virtual Account and which can only be used by a Consumer Cardholder for personal purposes approved by Grof’s third party partner(s) in writing from time to time;
  
  “Corporate Debit Card” means the 16- digit debit card issued by Grof’s third party partner(s) and which can only be used by a Corporate Cardholder for business purposes approved by Grof’s third party partner(s) in writing from time to time;
  
  “Corporate Cardholder” means [an authorised representative of a Customer] who is issued a Corporate Debit Card and uses the Corporate Debit Card to originate a Transaction and includes any person who is authorised to use the Corporate Debit Card for business purpose;
  
  “Customer” in this Part A, means any individual or entity approved by Grof and
  
  on whose behalf a Debit Card is issued by Grof’s third party partner(s);
  
  “Debit Card” means a (a) Corporate Debit Card; or (b) Consumer Debit Card;
  
  “Debit Cards Program” means the marketing, evaluation, administration, supervision, servicing, and maintenance of the Debit Cards.
  
  “Network” means Visa, MasterCard or such other association, payment network or similar entity as may be determined by Grof’s third party partner(s) from time to time;
  
  “Network Marks” means trade marks, service marks, logos, get up, trade names, business names, domain names and other designations or distinctive signs of the Network;
  
  “Network Rules” means the operating rules, regulations and guidelines and technical standards promulgated from time to time by any Network which apply in respect of the Debit Cards Program;
  
  “Positive Interchange Revenue” means the wholesale interchange fees paid by card acquirers to Grof’s third party partner(s) via the Network in relation to Settled Transactions;
  
  “Refunds” means the full or partial return of funds initiated by any Cardholder in connection with a Transaction made using any Debit Card;
  
  “Service Provider” means any person which facilitates the provision of a Cash Withdrawal. For the avoidance of doubt, a Service Provider does not act as agents of Grof;
  
  “Settled Transaction” means a Card Transaction for which the Network has settled the funds to the relevant Merchant, but does not include any Card Transaction which constitutes a Cash Withdrawal and the term “Settled Transactions” shall be construed accordingly;
  
  “Grof” means Grof and/or Grof’s third party partner(s);
  
  “Supported Currencies” means [Singapore Dollar (SGD)] and any other currencies as supported by Grof’s third party partner(s) from time to time and the term “Supported Currency” shall be construed accordingly;
  
  “Terms and Conditions” means such terms and conditions which governs the Cardholder’s use of any Debit Card; and
  
  “Unauthorised Transaction” means any Transaction initiated by any person without the actual or imputed knowledge and implied or express consent of any Cardholder.
  
  “Virtual Account” means the multi-currency virtual account which enables a Customer to (i) hold the Available Balance in a Supported Currency; (ii) convert a Supported Currency into a currency of choice made available by Grof’s third party partner(s) from time to time (iii) facilitate the transfer of funds to the Customer or a third party approved by Grof’s third party partner(s); and (iv) to
  
  use funds in such Virtual Account to make payment for goods and services. The Virtual Account does not constitute a bank account or other financial instrument.
2. Any capitalised terms not defined above will have the meanings given in elsewhere of this Agreement.
THE DEBIT CARDS PROGRAM
DEBIT CARD USERS
1. Grof may at its sole discretion, refuse to issue Debit Card (a) on behalf of any Customer or to any Cardholder, or (b) to suspend or terminate any Customer’s ability to access or Cardholder’s ability to use the Debit Card at any time pursuant to Applicable Laws, Network Rules or due to such Customer or Cardholder having breached the Customer Agreement and without any liability to the Partner.
2. The Customer may request Grof to suspend or terminate (a) a Customer’s ability to access or (b) a Cardholder’s ability to use the Debit Card at any time by sending an Instruction to Grof.
AVAILABLE BALANCE
1. Each Customer is responsible for ensuring that sufficient Available Balance has been deposited into its Virtual Account.
2. Grof shall not be liable to make up for any shortfall in the Available Balance unless such shortfall is due to the gross negligence or wilful default of Grof.
3. If a Customer fails to maintain the Available Balance in accordance with the requirements of Grof and rectify any deficit or shortfall within 12 hours Day upon written notice by Grof, Grof may suspend the Debit Cards Program immediately until any deficit has been rectified.
4. The Customer may request for the return of any remaining Available Balance for itself as a Customer in accordance with this Agreement and any other agreement between the customer and Grof’s third party partner(s), and Grof shall return any remaining Available Balance to such Customer accordingly.
5. Where Grof exercises its right of termination under this Agreement, the Customer understands and accepts that Grof is unable to request from Grof’s third party partner(s) for the return of any remaining Available Balance on behalf of any Customer. Such customer must do so directly with Grof’s third party partner(s) and in accordance with agreement between the customer and such Grof’s third party partner(s).
DEBIT CARD TRANSACTIONS
CASH WITHDRAWALS
SECURITY
REFUNDS AND CHARGEBACKS

Grof shall act as the first point of contact for any complaints, issues or disputes (“Complaints”) arising in respect of any Debit Cards at its own cost and expense. In the event Customer becomes aware of any Complaints (either having received them directly from any Cardholder or such other channels), the Customer shall notify Grof immediately. The Customer also agrees that Grof may (and is not obligated to) refer such Complaints to Grof’s third party partners for their reasonable assistance (if possible at all).
Any Complaint in relation to an Unauthorised Transaction or a Chargeback shall be raised immediately and in any event, no more than 90 days from the date of Transaction; otherwise any claim with respect to such Complaint shall be extinguished.
Upon request by the Customer, Grof shall provide reasonable assistance to the Customer with respect to any issue raised by any Customer or Cardholder including but not limited to Unauthorised Transactions, Refunds or Chargebacks. The Customer shall deliver or cause to be delivered such information or documents in such format and within such limit as Grof may reasonably require for the purpose of investigating such issue raised by any Customer or Cardholder.
The Customer agrees, and undertakes to inform the affected Cardholder, Network’s decision that the validity and value of any Unauthorised Transactions or Chargebacks is final and binding. Grof shall not be obliged to (a) make up for any Losses incurred by any Customer or Cardholder in connection with any Unauthorised Transactions or Chargebacks or (b) investigate or defend the validity or value of any such Unauthorised Transactions or Chargebacks further.

9.5. Where Grof receives any payments associated with any Refunds or Chargebacks (“Refunded Amount”) from a Network, Grof shall return such Refunded Amount to the relevant Debit Card.

PCI DSS AND DATA
1. Grof and the Customer each undertakes to comply with all the Payment Debit Card Industry Data Security Standard (“PCI DSS”) rules, regulations and/or standards as required of them respectively, directly or indirectly by the Network.
2. The Customer shall not “store” (as such term is used in the PCI DSS standards) at any time: (a) a Debit Card’s verification value in such Debit Card’s magnetic stripe, on the Debit Card, in or next to its signature panel, or in the Debit Card’s magnetic stripe image in a chip application; (b) a PIN verification value in a Debit Card’s magnetic stripe; (c) the full contents of any tracks from a Debit Card’s magnetic stripe (on the Debit Card, or in a chip or elsewhere); or (d) any other data (including any data used for authorisation such as magnetic stripe data (PAVE, CVV, CVC, CID) PINs, PIN blocks and three or four digit number security code found on the Debit Card) that Network mandates from time to time as data that cannot be stored.
3. Subject to the requirements of the PCI DSS, the Customer will retain legible copies of all data for a minimum period of eighteen (18) months from the date of the relevant Transaction, Refunds or Chargebacks, and the Customer agrees that Grof shall be able to do the same at Grof’s sole discretion. The Customer shall provide Grof with copies of such data in such format as specified by Grof within 5 (five) days of such request.

PART B - THE PAY IN PAY OUT PROGRAM

DEFINITIONS
1. In this Part B, the following capitalised terms and expressions will have the following meanings (unless context otherwise requires):
  
  “Annual Transaction Limit” means the statutory monetary limit an individual Customer is allowed to spend or transfer via a Virtual Account for personal purposes on an annual basis. The Annual Transaction Limit imposed by the Payment Services Act 2019 of Singapore at the date of this Agreement is SGD30,000;
  
  “Approved Jurisdictions” means those countries as notified by Grof to Customers from time to time being where Grof has the ability to facilitate the provision of the Pay In Pay Out Services;
  
  “Available Balance” with respect to a Customer, means the total balance of funds received by Grof from such Customer or a third party approved by Grof which are no longer subject to a right of recall initiated by the payment provider or financial institution from which the funds are sent;
  
  “Beneficiary” means such individual or entity located in an Approved Jurisdiction identified in a Withdrawal Request as the recipient of a Remittance;
  
  “Customer” in this Part B, means any individual or entity approved by Grof to
  
  use the Pay In Pay Out Services;
  
  “Customer Agreement” in this Part B, means such terms and conditions issued by Grof which governs any Customers use of, the Pay In Pay Out Services;
  
  “Customer Bank Account” means an account with a licensed financial institution in an Approved Jurisdiction held in the name of a Customer used to receive funds Remitted by Grof pursuant to the Pay In Pay-Out Services;
  
  “Deposit” means the loading of a Virtual Account by the Customer or a
  
  Depositor;
  
  “Depositor” means where applicable, any individual, company or organization located in an Approved Jurisdiction that deposits funds into Virtual Account pursuant to a, or a series of Underlying Transactions between a Customer and such individual, company or organization;
  
  “Depositor Bank Account” means where applicable, an account with a duly licensed financial institution in an Approved Jurisdictions held in the name of the Depositor used to deposit Payment into any Virtual Account;
  
  “Maximum Load Value” means where the Pay In Pay Out Services is used by a Customer for personal purposes, the statutory monetary limit an individual Customer is allowed to hold in a Virtual Account at the end of the day in Singapore for personal purposes. The Maximum Load Value imposed by the PS Act at the date of this Agreement is SGD5,000;
  
  “Pay In Pay Out Services” means the services provided by Grof to a Customer which (i) enable such Customer to (i) load the Virtual Account; (ii) receive payments pursuant to any Underlying Transactions from a Payer located in an Approved Jurisdiction; and (iii) withdraw the Available Balance to the Customer Bank Account or a Beneficiary;
  
  “Remittance” means a transfer of funds by Grof (which may be net of any Fees, applicable bank charges and taxes) on behalf of a Customer pursuant to Pay In Pay Out Services to a Customer Bank Account or a Beneficiary and "Remit" and “Remitted” will be construed accordingly;
  
  “Grof” means Grof and/or Grof’s third party partner(s);
  
  “Supported Currency” means Singapore Dollars, United States Dollars, Euro, British Pound, Australian Dollars, Hong Kong Dollars and any other currencies as supported by Grof from time to time;
  
  “Underlying Transaction” means any legitimate transactions between a
  
  Customer and a Depositor;
  
  “Virtual Account” means the multi-currency virtual account which enables a Customer to (i) hold the Available Balance in a Supported Currency; (ii) convert a Supported Currency into a currency of choice made available by Grof from time to time (iii) facilitate the transfer of funds to such Customer or a third party approved by Grof; and (iv) to use funds in such Virtual Account to make payment for goods and services. The Virtual Account does not constitute a bank account or other financial instrument; and
  
  “Withdrawal Request” means an instruction transmitted to Grof via the
  
  Integration by a Customer to withdraw funds in the relevant Virtual Account.
2. Any capitalised terms not defined above will have the meanings given in Clause 1 of this Agreement.
THE PAY IN PAY OUT PROGRAM
1. Grof wishes to make available the Pay In Pay Out Program to the Customer subject to the terms and conditions of this Agreement and Applicable Laws.
2. The Customer wishes to participate in the Pay In Pay Out Program in accordance with the terms and conditions of this Agreement and Applicable Laws.
3. The Customer shall ensure that a third party (including but not limited to a Cardholder) is made aware via any communication, whether private or public, that the Virtual Account is a payment account with an identification number linked to a master account owned and maintained by Grof with a partner bank.
OBLIGATIONS OF GROF
1. Grof shall provide the Pay In Pay Out Services to the Customers in accordance with the Applicable Laws and the Customer Agreement.
2. The Pay In Pay Out Services are intended to enable payments solely for legitimate activities. Grof reserves the right to refuse to provide the Pay In Pay Out Services to any Customer at any time without any liability to the Partner.
3. Notwithstanding clause 3.1, Grof shall not be required to provide Pay In Pay Out Services to any Customer and/or Cardholder if:
  1. a Deposit or a Withdrawal Request is against any Applicable Laws or Grof’s internal compliance policy or the result of any due diligence checks are unsatisfactory;
  2. the Depositor or Beneficiary is located outside an Approved Jurisdiction;
  3. a Deposit (i) is made via over the counter checks or cash deposit or (ii) does not originate from the Customer Bank Account or a Depositor Bank Account;
  4. (with respect to a Deposit) the Maximum Load Value or (with respect to a Withdrawal Request) the Annual Transaction Limit has been exceeded; or
  5. there is insufficient Available Balance in the relevant Virtual Account to cover such Transaction;
  6. (with respect to a Deposit where the location is India) a Customer is not a merchant offering (i) digital content or services or (ii) online travel services, as applicable (“Import Services”);
  7. (with respect to a Deposit where the location is the United States), the following limits have been exceeded:
    1. such Deposit is more than limit of USD250,000;
    2. the total Deposits submitted to Grof for processing for such Customer in a month has exceeded the total amount of USD250,000; and
    3. the Deposits submitted to Grof for processing in a year for such Customer has exceeded the total amount of USD2.5 million,
  (collectively, each a “US Limit” and collectively, “US Limits”).
4. Grof may, in its sole discretion, suspend, cancel, or refuse to complete a Withdrawal Request at any time without liability to the Partner or any Customer. In the event Grof is unable to complete a Withdrawal Request for any reason, to the extent permissible under Applicable Laws and if practicable, Grof shall notify the Customer promptly and provide reasonable details why such Withdrawal Request.
5. Grof may cancel, reverse, demand refund, debit the Virtual Account, cause any amount of the funds to be unavailable for withdrawal or treat the Virtual Account as overdrawn and make corresponding adjustments to any entry to the Virtual Account at no liability to the Partner or any Customer if:
  1. Grof needs to correct any error or omission;
  2. Grof is required to return the funds to the relevant Depositor;
  3. Grof has not received cleared and unconditional funds in the relevant Grof Customer Money Account in full; or
  4. where Grof has reasonable grounds to do so for any other legitimate reasons.
6. Grof shall not be liable to make up for any shortfall in any amounts received by any Customer in any Virtual Account unless such shortfall is due to the gross negligence or wilful default of Grof.
7. Grof makes no representation or warranty nor does Grof have control of or liability to a Customer and/or Cardholder for any Underlying Transaction. Grof does not guarantee or ensure that any Depositor will complete an Underlying Transaction made with a Customer.
8. In the event a Customer holds more than one Virtual Account issued by Grof under the Pay in Pay Out Program or other program Grof has made available to any other custome or partner for personal purposes:
  1. the Maximum Load Value shall not exceed SGD5,000 (or currency equivalent); and
  2. the Annual Transaction Limit shall not exceed SGD30,000 (or currency equivalent)
  for all virtual accounts issued by Grof to such Customer. Grof may vary the Maximum Load Value and Annual Transaction Limit upon written notice to the Partner and/or the Customer. Notwithstanding the foregoing, the Maximum Load Value shall not be applicable to a Customer if Grof determines in its sole discretion that the relevant Customer is a non-resident of Singapore.
REPRESENTATIONS AND UNDERTAKINGS WITH RESPECT TO WITHDRAWAL REQUEST
1. The Customer is responsible for all Withdrawal Requests transmitted to Grof, and for each Withdrawal Request, the Customer represents and warrants to Grof that:
  1. it has been properly authorised by the relevant Customer and/or Cardholder and it is not transmitted on behalf of any third party who is not such Customer and/or Cardholder;
  2. such authorisation remains effective as of the time of transmittal, the crediting or debiting of the Virtual Account;
  3. such Withdrawal Request is transmitted by the Customer and/or on behalf of a Cardholder in accordance with the terms of this Agreement;
  4. such Withdrawal Request does not violate Applicable Laws; and
  5. it shall not submit any Withdrawal Request to Grof for processing unless the funding currency and payout currency indicated in the Withdrawal Request are set out in this Agreement. If any Customer submits a Withdrawal Request to Grof for processing whereby the funding currency and payout currency are not set out in this Agreement, Grof may apply such transaction fee and foreign exchange rate as it sees fit in respect of such Withdrawal Request.
2. The Customer shall maintain accurate records relating to all Withdrawal Requests such period as required by Applicable Laws and in any event, for no less than five (5) years after the termination of this Agreement, whichever is later.
AVAILABLE BALANCE
1. Each Customer and Cardholder is solely responsible for ensuring that sufficient Available Balance has been deposited into its Virtual Account.
2. Grof shall not be liable to make up for any shortfall in the Available Balance unless such shortfall is due to the gross negligence or wilful default of Grof.
3. Where the Customer funds the Available Balance, the Customer warrants that such funding constitutes the irrevocable consent of such Customer to transfer the funds to Grof for the purposes of the Available Balance; and
4. Grof may request for the return of any remaining Available Balance on behalf of any Customer from the relevant Grof’s third party partner in accordance with the Customer Agreement.

Grof Service Pte. Ltd. Terms & Conditions

Terms And Conditions For Service

INTRODUCTION

SERVICES

ADVICE

YOUR RESPONSIBILITIES

APPROVED USERS AND APPROVAL REQUESTS

INSTRUCTIONS FROM YOU AND/OR APPROVED USERS

NON-CONFORMANCE

USING OUR SERVICES

ENSURE SECURITY

THIRD PARTY LINKS

LIABILITY DISCLAIMER

FEES

DISBURSEMENTS

DOCUMENTS

COMMUNICATION AND ELECTRONIC DOCUMENTS

CONFIDENTIALITY

TRANSMISSION TO THIRD PARTIES

REVIEWS

COPYRIGHT AND INTELLECTUAL PROPERTY

COUPONS

AFFILIATE PROGRAMME

ANTI-MONEY LAUNDERING/COUNTER-TERRORISM FINANCING

PROBLEM RESOLUTION

CONSEQUENCES OF BREACH

TERMINATION

FORCE MAJEURE

CHANGES

GOVERNING LAW AND DISPUTE RESOLUTION

USE OF OUR REPORTS

OTHERS