This Authorization Agreement (this “Agreement") is entered into between Alipay Merchant Services Pte. Ltd. with 128 Beach Road, #20-01, Guoco Midtown Office, Singapore 189773 (hereinafter referred to as "WF") and users (hereinafter referred to as "user" or "you") in respect of payment and notification authorisation and other related matters.
(A) You have entered into an agreement with SKYLINE (SINGAPORE) INTERNET INFORMATION TECHNOLOGY PTE. LTD. (hereinafter referred to as "TT") and/or its affiliates and/or its affiliated platforms for the use the e-commerce platform provided by TT.
(B) In connection with the agreement between you and TT and/or its affiliates, you wish to direct and instruct WF to receive instructions from TT to (i) automatically transfer funds from your WF account to TT, and (ii) for WF to receive incoming funds into your WF account from TT.
(C) This Agreement sets out the terms upon which WF will act in accordance with the instructions receive from TT on your behalf.
The parties agree as follows:
1.1. You hereby instruct and authorize WF to:
(a) transfer, on your behalf, funds from your WF account to TT as specified by TT pursuant to the Transfer Instructions (as defined in clause 3.1below); and
(b) receive funds from TT, on your behalf, pursuant to the Receipt Instructions (as defined in clause 3.2below),
collectively, the "Service".
1.2. You hereby authorize TT to transmit payment instructions to WF, and to receive all relevant transaction receipts from WF on your behalf.
1.3. WF is not a party to any agreement entered into between yourself and TT and/or its affiliates and the Service is provided by WF solely for your benefit.
2.1. You confirm that your use of the Service is expressed by your true intentions. At the same time, you are responsible for the authenticity, accuracy and validity of the Transfer Instructions and Receipt Instructions. Your use of the Service is deemed as your true intention. You understand that WF is acting in accordance with your Transfer Instructions and Receipt Instructions and is not acting as agent on behalf of TT.
2.2. You will not use the Service for any illegal, fraudulent or other prohibited activity. If WF suspects that you may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of the provisions in this Agreement, WF has the right to unilaterally suspend or terminate the Service and to terminate this Agreement. Additionally, depending on the severity of the violations, WF may contact law enforcement and it will have no obligation to inform you of the same.
2.3. You acknowledge and agree that WF is not a party to any agreement entered into between you and TT and/or its affiliates. You shall address all queries and resolve any disputes regarding such agreement, or any Transfer Instructions which WF has received, with TT.
3.1.1. on your behalf, give payment instructions to WF to pay or cause to be paid at the relevant intervals such sums due to TT (including, without limitation, any service fees) by means of debiting your WF account, when such sums become due and payable to TT (the "Transfer Instructions"); and
3.1.2. make any payment of sums due to you to your designated WF account.
3.2. You hereby instruct and authorise WF to:
3.2.1. act on and in accordance with the Transfer Instructions received from TT by effecting the relevant payment of sums from your designated WF account to TT; you confirm that WF may deem such Transfer Instructions received from TT to be equivalent to a specific payment order provided by yourself; and
3.2.2. receive monies or other payments to you from TT into your designated WF account on your behalf (the "Receipt Instructions”, and collectively with the Transfer Instructions, the “Instruction”).
3.3. You understand and agree that WF will not be required to notify you when WF receives the Instructions, nor will WF be required to verify with you the authenticity, accuracy, completeness and validity of all Instructions received from TT, or whether it is in compliance with the agreement between TT and/or its affiliates and yourself.
3.4. You understand and agree that WF is the only person authorized to provide the Service. WF will not be liable for any loss or liability arising out of its provision of the Service unless WF does not provide the Service in accordance with the Instructions. Any other losses and liabilities, including any losses or liabilities incurred if the Instructions received from TT is incorrect, should be resolved by you with TT.
3.5. In the event that you wish to cancel or amend the Instructions which WF has received from TT, please contact the firstname.lastname@example.org. WF may require you to provide additional information and documents, including evidence that TT has consented to such cancellation or amendment. WF may deny your request if you fail to provide such requested information and continue to act on the original Instructions received from TT. WF is not a party to any agreement entered into between you and TT and/or its affiliates and you shall address all queries and resolve any disputes regarding the Instructions with TT.
3.6. You understand and agree that WF may impose limits on the maximum payment amount and the maximum number of payments from an WF account in a single day and such limits are subject to change from time to time in WF’s absolute discretion. Should any of these limits be exceeded, only the payment amount or the number of payments, as applicable, up to the prescribed limit will be deducted, and the remaining payment amount or number of payments, as applicable, will not be completed.
3.8. Except as otherwise provided in this Agreement, WF may unilaterally terminate this Agreement or the provision of the Service to you without prior notice or any announcement on the website, and shall not be liable for any damages unless the applicable law provides that WF shall make compensation. If in WF’s sole discretion you have used the Service for any illegal, fraudulent or other prohibited activity or in violation of this Agreement, thereby resulting in loss to WF, WF may still request you to bear the corresponding liability after WF terminates this Agreement or discontinues the provision of the Services, and WF will retain the right to resolve the matter through judicial channels.
4. Limitation of Service
Notwithstanding any limitations described elsewhere in this Agreement, WF may establish general practices and limits concerning the use of the Service, including individual or aggregate transaction limits on the value or number of transactions during any specified time period(s). WF reserves the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service, without notice and without liability. WF also reserves the right to impose limits on certain Service features or restrict your access to some or all of the Service without notice and without liability. WF may decline to process any transaction or Instructions without prior notice to you. In particular, WF shall have the right to refuse to provide the Service if WF has reason to believe that (a) the Service is misaligned with the terms and conditions in the applicable agreement you have with TT and/or its affiliates, (b) the Service may violate any laws, rules or regulations or may otherwise subject WF or any of our affiliates to liability, or (c) you have used the Service for any illegal, fraudulent or other prohibited activity or in violation of this Agreement.
To the full extent permitted by applicable law, you agree to indemnify WF, its affiliates and its employees, directors, officers, agents and representatives (collectively, the "WF Indemnified Persons") and to hold them harmless from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Service or from your breach of this Agreement. WF reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with WF in asserting any available defenses.
6. Suspension or Breakdown of Systems
If the Service is unavailable as a result of the improper operation of the systems due to any of the following reasons, you agree that, to the full extent permitted by applicable law, you will not hold the WF Indemnified Persons liable:
(a) System suspension which has been announced by WF in advance;
(b) Failure in data transmission due to a breakdown in telecommunications equipment and systems;
(c) Failure in system operations due to a breakdown resulting from a storm, earthquake, tsunami, flood, electricity blackout, war, terrorist attack or other force majeure events which are beyond our reasonable control; or
(d) Interruption or delay in the Service due to hacking, website upgrades, acts or omissions of a government authority prohibiting or impeding WF and its affiliates from providing the Service, or the non-performance by a third party (e.g. banks) for any reasons beyond the reasonable control of WF and its affiliates.
7. Disclaimer and Limitation of Liability
7.1. You agree that all disputes with TT and/or its affiliates shall be a matter solely between you and TT. You acknowledge and agree that WF is not acting as agent on behalf of TT and/or its affiliates.
7.2. WF makes no warranty regarding the Service, including but not limited to: a) the Service meeting your requirements; b) the Service being uninterrupted, timely or error free; or c) any products, information, material or services obtained by you in connection with the Service meeting your requirements.
7.3. Except as expressly provided in this Agreement and to the full extent permitted by applicable law, the Service is provided on an "as is", "as available" and “with all faults” basis. Any and all warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
7.4. To the full extent permitted by applicable law, the WF Indemnified Persons shall not be liable for any indirect, consequential, incidental, special or punitive damages, including damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the Service.
7.5. If you have a dispute with any other party, you release the WF Indemnified Persons from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore 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. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 arbitrators. The language of the arbitration shall be English.
9. General Provisions
9.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
9.2. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The term "including" means "including without limitation".
9.3. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
9.4. Any failure by WF to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
9.5. WF shall have the right to assign and transfer this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of its affiliates and to any successor in interest. WF may delegate any of WF's rights and responsibilities under this Agreement to its affiliates, independent contractors or other third parties. You may not assign or transfer, in whole or part, this Agreement to any person or entity.
9.6. This Authorization Agreement shall commence from the date that all Parties have signed this Authorization Agreement below and shall be effective until the expiration or termination of the Service or you otherwise have withdrawn your consent in writing.
By signing this Agreement, you agree that you are authorized to enter into it and be bound by its provisions.