Thank you for entrusting Decentro with your needs!

Please read these terms and conditions and policies carefully. By indicating your acceptance of these Terms electronically and/or using our services and products in any way, you acknowledge and agree to be bound by them.

Updates to this Policy

We may change or modify this Policy at our sole discretion. Such modifications will come into effect promptly upon being posted on the website. We encourage you to periodically review these Terms to better acquaint yourself with the revisions we make. Your continued use of our services indicates your acceptance of these changes. If you disagree with any changes, you are requested to stop using the Services immediately.

Contact

If you have any questions about this Policy, please contact our designated privacy officer at support@decentro.tech

TERMS AND CONDITIONS

These Terms constitute a binding and enforceable agreement between you (“you”, “your” or “Customer”) registered with us to receive our services (‘Services’) and us, Decfin Pte. Ltd. (‘Decfin’, ‘us’, ‘our’ or ‘we’). These terms, along with the Privacy Policy, and any other specific agreements or documents executed in respect of the Services provided by us (collectively, the “Terms”) will govern your access to and use of all our Services.

Additionally, we work with our Partners to provide some of these Services and by using them, you also agree to be bound and governed by our Partners’ terms and conditions, which are incorporated by reference in these Terms and will form part of them.

If you do not agree with the Terms or any changes thereof, you should immediately stop using the Services. We will construe your continued use of the Services as your acceptance of the Terms and the changes thereof.

Scope and Extent of the Terms

1. The Terms outline the terms and conditions you have to abide by in order to use the Services. In the event of any conflict between these terms, the Privacy Policy and such other documents, the decision on what will prevail will be solely ours. Such a decision shall be final and binding on you.

2. It is your responsibility to read and acquaint yourself with the Terms and our Partners’ terms that apply to your use of the Services. The act of using the Services signifies your acceptance of the Terms. If you are accepting the Terms on behalf of an entity, unless notified to us, we will assume that you have requisite authority to do so and accordingly, the entity you represent will be bound by the Terms.

3. We reserve the right to modify, pause, decline or terminate any part of the Services without notice and assume no liability for doing so.

4. We may change or modify these Terms at our sole discretion. Such modifications will come into effect promptly upon being posted on the website. While we will deploy our best efforts to communicate such modifications to your registered email ID, we encourage you to periodically review these Terms to better acquaint yourself with the revisions we make.

Definitions

In these Terms,

1. “Applicable Law” means any and all laws ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and Orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any Governmental Body having jurisdiction over the Services.

2. “Force Majeure Event” means an event that (a) is not reasonably anticipated as of the date hereof, (b) is not within our reasonable control of the Party affected by the event, (c) is not the result of such Party's negligence or failure to act, and (d) could not be overcome by the affected Party's use of due diligence in the circumstances. Force Majeure includes, but is not restricted to, events of the following types (but only to the extent that such an event, in consideration of the circumstances, satisfies the tests set forth in the preceding sentence): acts of God; civil disturbance; sabotage; strikes; lock-outs; work stoppages; action or restraint by court order or public or government authority;

3. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs and other Confidential Information.

4. Partner Services means the services/products owned and provided to you by our Partner(s). Partner Services may form part of the Services or may be made available to you separately.

5. Restricted Business means any activity that is illegal and unlawful and also includes any activity that we may notify as being restricted.

6. Transaction refers to an action involving the placement, transfer, or retrieval of funds, whether executed by you or a different party.

7. Wallet refers to a payment account or virtual account generated and provided to you as part of the Services as per the Terms or any other agreement you may sign with us.

Services We Offer

1. Our Services include –

1. Account Issuance Service

2. Merchant acquisition Service

3. Domestic Money Transfer Service and

4. Cross Border Money Transfer Service

2. When you register with us,

   1. you register solely for the Services that are described in the agreement or statement of work specific to the jurisdiction in which you operate. Any modification or addition to the Services you originally sign up for shall be in writing and will in most cases, attract additional charges.

   2. you authorise us and our Partners to carry out requisite actions on your behalf. These include holding, receiving, transferring and settling funds on your behalf through Transactions. Additionally, you also grant us a license to use your information in respect of the Services.

   3. you understand that we merely facilitate Transactions and assume no liability in respect of them. We do not verify their authenticity and assume that you have authorised them unless you provide us with sufficient notice that a Transaction is invalid, incorrect or suspect.

   4. you agree that we do not provide any advice, nor do we act as your agent in any manner. We merely provide Services on an as is and as available basis.

   5. you will receive a limited license that is not exclusive or transferrable to use the Services solely for the purposes that are authorised by us. This does not however in any manner transfer any title or ownership over the Services from us to you.

   6. you agree that we do not take any responsibility or liability for the Services provided or facilitated by our Partners. You agree to become aware of the terms under which the Services are offered by our Partners and undertake to receive them based on your assessment of the terms and at your own risk.

   7. you understand that all the Services provided by our Partners will be facilitated by us and you may not independently enter into any understanding or agreement with our Partners in respect of the Services contemplated herein or already forming part of any agreement with us.

   8. you agree to use the Services only for lawful purposes and you agree not to authorise any Transactions that relate to any Restricted Businesses/Goods.

   9. you agree to pay requisite fee/service charges that are mutually agreed between us as consideration for the Services.

   10. You understand and authorise us to deduct amounts payable to us including Fees and taxes from funds held by us on your behalf. Such authorisation shall survive the termination of any agreement with us and remain in effect until all the sums owed tp us are paid in full by you.

   11. you understand that we may impose additional obligations on you from time to time but will notify you in advance of the same.

   12. you will ensure that all the hardware and software you use is compatible with the Services.

3. You further agree that our provision of Services and your use thereof is subject to –

1. adequate verification of the information and documentation you provide from time to time;

2. completion of background checks/due-diligence on you to our satisfaction;

3. our assessment of your creditworthiness, if required, from time to time.

4. We reserve the right to modify, pause, decline or terminate any part of the Services for any reason that warrants such action. We will provide you with notice where ever feasible, but you agree that we may do so without notice and assume no liability in such an action and event.

On-boarding

1. You may be required to register with us before availing our Services. During this process, you will be requested to provide information and requisite documents including details of the entity you represent, authorisation letters, bank details, etc., to enable us to (a) perform necessary checks to ensure you comply with our onboarding criteria; (b) verify your credentials by performing due-diligence in certain cases. We will provide the Services only when we are satisfied that the information and documentation provided by you are true, accurate and meet our requirements. Should these checks/verification fail, we reserve the right to decline the Services to you.
2. You agree to notify us of any changes to the information or documentation provided to us promptly upon becoming aware of such changes and in any event, no later than 24 hours of becoming aware of such changes. Any delay or failure to do so may result in disruption or termination of the Services. If these changes are significant and do not meet our customer criteria , we reserve the right to terminate the Services
3. You may also be required to provide us with additional information or documentation during the time you receive the Services, including those required by our Partners within 48 hours of such request.
4. You consent to –

1. providing us with information that could include personal data;

2. us obtaining credit information report wherever necessary;

3. us conducting background checks on you, if required.

4. us providing your information or documents to third parties, if required.

5. us modifying your activity, the Transactions and any other details associated with the Services we provide to you.

Fees

1. Your access to and use of the Services is subject to you paying us the fees (“Fees”) as applicable. These Fees may be in the nature of (a) subscription fees; (b) recurring fees; (c) additional fees payable in certain cases. You will be notified of the Fees applicable to the Services availed by you at the time of onboarding and also inform you of the manner in which the Fees are payable to us.

2. You agree to assume full responsibility for the taxes payable in respect of the Services and the Transactions. You understand that this includes assessing the taxes payable, deducting them, collecting them and remitting them to relevant authorities.

Account Activity

1. You may appoint an authorised user (“Authorised User”) to login to your Account and take actions on your behalf. You will promptly provide us with details of the Authorised User so appointed. You will ensure that the Authorised User is fully aware of the Terms and will comply with them. You will be responsible and liable for any and all actions taken by the Authorised User. References to you in these terms will include the Authorised User.

2. You agree to regularly login to your account to keep yourself updated of (a) any obligations that may arise further to what is detailed in the Terms; (b) any notices we/our Partner may have sent to you in respect of the Services/Transactions; (c) any changes to the Terms.

3. You agree to take all necessary steps to (a) keep your account credentials safe; (b) adapt reasonable security standards and at the very least, those required by law to safely access and use the Services; (c) ensure that your usage of the Services doesn’t threaten its integrity; (d) inform us of any purported or actual threat to the Services including those in the form of security or data breach; (e) notify us of any unauthorised access.

4. If you have not used our Services for more than six months, we reserve the right to deem your account as inactive and accordingly suspend or terminate the Services. This does not however absolve you of any payment obligations or other terms that survive the termination of our agreement with you.

5. In the event you also have funds that are dormant in your account, to the extent permitted by law, we reserve the right to abandon them after attempting to contact you about them on your registered address thrice.

Your Representations and Warranties

1. You represent and warrant to us that –
   1. you have full capacity, authority and all necessary licences, permits and consents to enter into and to exercise the rights under the Terms, perform the obligations under the Terms and have the authority and eligibility to access and use the Services.
   2. the Transactions undertaken using the Services are legitimate and do not pertain to any Restricted Business/Goods.
   3. you will comply with and continue to be compliant with all laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licences, certificates and orders applicable to your use of the Services.
   4. your use and access of the Services and your agreement with us does not conflict with any other existing obligations.
   5. the information and documentation you provide to us will be true, complete and accurate in all respects and at all times. You will promptly notify us of any changes to the information/documentation already provided to us promptly upon becoming aware of these changes and in any event, no later than 24 hours from becoming aware of such changes.
   6. you will not use the Services for any illegal or fraudulent purposes.
   7. you have adequate resources to ensure that your use of the Services does not compromise or threaten the integrity of the Services in any manner.
   8. you will not disrupt or cause any interruption or damage to the Services.
   9. you will not hold us liable for any delay, loss, costs, damages, claims, or actions that you may suffer in respect of any downtime, delay or failure of Services that arise due to reasons outside of our control.

Your Obligations

1. You agree to use the Services only in accordance with law and all Transactions authorised or carried out by you using the Services comply with law, do not pertain to Restricted Business/Goods, are not illegal or fraudulent.

2. You will provide necessary information and documentation as and when requested by us, no later than 48 hours from such request.

3. You authorise us to carry out all necessary actions in respect of a Transaction including holding, receiving, transferring and settling funds on your behalf.

4. You will not attempt to create any services that mimic the Services or are similar to the Services using the Services directly or indirectly.

5. You will not reverse engineer, compile, modify, translate or disassemble any software belonging to us directly or indirectly.

6. You will cooperate with any inquiries we may undertake for verifying the use and access of the Services including any threatened or actual breach of the Terms.

7. You are responsible for all Transactions carried out through our Services by you or your customers and will be liable for all actions arising therefrom.

Security and Privacy

All the data and information you provide to us or authorise us to collect will be governed under our Privacy Policy.

Indemnity

You agree to defend, indemnify and hold us, our Partners and relevant third party service providers against and in respect of any and all losses arising out of (a) breach of the Terms; (b) breach of applicable laws; (c) your negligence or wilful misconduct in the performance of your obligations under the Terms; and (d) any inquiries, investigation or actions by relevant authorities.

Disclaimers

WE PROVIDE ANY AND ALL SERVICES ON AN “AS-IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES PROVIDED. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE TERMS.

Restricted Businesses/Goods

You are prohibited from using our Services -

1. in any manner that breaches applicable laws or causes us to breach applicable laws;

2. for unlawful or fraudulent purposes or in an unlawful or fraudulent manner;

3. in a manner that can potentially cause harm or abuse or incite violence;

4. to hold yourself out in any manner including making any unauthorised advertising or promotions.

5. in a manner that would threaten the integrity of our Services including introducing viruses, spyware.

You cannot use our Services to perform any of the following activities that involve -

1. cryptocurrencies or virtual currencies;

2. financial services, including (and not limited to):-

1. Acceptance of deposits and other repayable funds from the public, including crowdfunding;

2. Lending;

3. Buy now pay later services;

4. Financial leasing;

5. Money or value transfer services;

6. Money and currency changing;

7. Issuing and managing means of payment (e.g. credit and debit cards, cheques, traveller's cheques, money orders and bankers' drafts, electronic money);

8. Financial guarantees and commitments;

9. Carry out a business that provides trading services in:

10. money market instruments (cheques, bills, certificates of deposit, derivatives etc.);

11. foreign exchange;

12. exchange, interest rate and index instruments;

13. transferable securities;

14. commodity futures trading.

3. Participation in securities issuance and the provision of financial services related to such issues;

4. Individual and/or collective portfolio management;

5. Safekeeping and administration of cash or liquid securities on behalf of other persons;

6. Otherwise investing, administering or managing funds or money on behalf of any other persons;

7. Underwriting and placement of life insurance and other investment related insurance.

8. Matchmaking or dating services;

9. Interactive video platforms and chatting services;

10. Marketplaces;

11. Facilitation, sale or distribution of chemicals;

12. Pharmaceuticals;

13. Oil and gas companies, as well as related activities;

14. Bidding fee auctions;

15. Political organizations;

16. Religious organizations;

17. Surveillance equipment, for example, spy cameras;

18. Alcohol, tobacco and e-cigarette products;

19. Marijuana, CBD Oil, and drug-related paraphernalia;

20. Import or export of specified ‘dual use goods’ listed on the defence and strategic goods list;

21. Regulated medical devices and services, including fetal gender diagnosis;

22. Travel-Related Arrangement Services; or

other high risk activities in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

Our Services will not be provided to -

1. adult entertainment and related services, including pornography, escort services, prostitution services and/or any form of advertising of or for sexual services;

2. gambling services where it is illegal or offering gambling services without the required permits or licenses;

3. counterfeit or unauthorised goods, or products or services; such as goods or services which infringe upon intellectual property or proprietary rights of third parties;

4. arms and weapons manufacturing, sales and supplies;

5. the offering of regulated financial services (directly or indirectly) without a valid license and/or registration;

6. the sale and/or distribution of any product or service without the requisite permit or licence in their place of operation (governmental or otherwise);

7. the sale and/or distribution of any products or services which promote or encourage discrimination, including discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation or age;

8. Ponzi/ Pyramid Scheme/ Multi Level Marketing/ Telemarketing;

9. the trade of restricted and/or endangered animal species and products derived from them;

10. the sale, distribution and/or trade of archaeological and cultural relics, such as the unlicensed export and trade of Iraqi Cultural Property;

11. any transactions made for no genuine commercial purpose, such as the pooling of funds between multiple parties or the cashing out of credit or stored value cards; or

12. any other businesses or transactions outside of our risk appetite based on our internal policies, our banking partners’ policies or the policies of participants in our payment network.

Confidentiality

You understand and acknowledge that any oral or written information exchanged between us in connection with the Services is confidential in nature. You and us/our Partners and third party service providers shall maintain confidentiality of all such confidential information, and without obtaining the written shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.

Confidentiality obligations shall survive the termination of this Agreement.

Intellectual Property

We, along with our licensors as the case may be, own all the Intellectual Property in relation to the Services we provide. These also include any and all content and material we provide as part of the Services. You will receive a limited license that is (a) not exclusive (b) is revocable and (c) is not transferrable to use the Services solely for the purposes that are authorised by us as per the Terms. You will not reverse engineer, compile, modify, translate or disassemble any software belonging to us directly or indirectly.

Term and Termination

1. These Terms shall govern your access to and use of the Services from the date of your registration until terminated by you or us in accordance with the terms contained herein.

2. We/you may terminate the Services by giving a prior notice of at least 30 days. We reserve the right to terminate the Services in our sole discretion immediately upon – (a) your breach of the Terms; (b) any illegal use of the Services; (c) use of the Services for uses pertaining to Restricted Businesses/Goods; (d) substantial change in the information or documentation you provide to us; (e) any change to your credit worthiness; (f) us having any reason to believe your access to and use of Services will cause any harm or threaten the integrity of the Services; (g) any unauthorised access to your account; (h) you are subject to any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of creditors.

3. Termination does not absolve you of payment and confidentiality obligations. Upon termination you agree to –

1. pay all the Fees due until the date of such termination;

2. execute all the Transactions and not authorise, initiate or undertake any new Transactions;

3. stop using the Services.

Limitation of Liability

1. You acknowledge and agree that to the extent permitted by applicable law, we/our Partners/third party service providers shall not be liable under the Terms for lost revenues, loss of goodwill, service interruption, computer damage or system failure or the cost of substitute services, or indirect, special, incidental, consequential, exemplary, or punitive damages, losses or expenses resulting from your access to and use of the Services.

2. Notwithstanding anything contained in the Terms or any applicable law, our/our Partners’/our third party service providers’ aggregate liability under the Terms shall not exceed the Fees paid/payable by you in the preceding three months from the date on which such liability arises.

Force Majeure

Notwithstanding anything contained in the Terms, you, us, our Partners or third party service providers shall not be liable for any failure to perform an obligation under the Terms if performance is prevented or delayed by a Force Majeure event.

Governing law

The Terms and your use of the Service shall be governed and construed in accordance with the laws of Singapore and subject to Arbitration clause below, the Parties irrevocably submit to the exclusive jurisdiction of the courts in Singapore.

Arbitration

Any dispute arising out of or in connection with this contract, 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.