Terms of Service
1. PROCESSING PRE-REQUISITES
1.1 The Merchant acknowledges and agrees that for the purpose of processing Customer Payments through use of the Swiff System and obtaining such Swiff Services, the Merchant shall be required and further agrees to procure compliance with the following:
1.1.1 the Merchant shall have entered into and executed the Acquiring Bank Merchant Agreement and shall have further opened and shall maintain at all material times an account with the Acquiring Bank for the purposes of processing Customer Payments pursuant to the Acquiring Bank Merchant Agreement;
1.1.2 each Customer from whom the Merchant proposes to receive a Customer Payment through use of the Swiff Services shall have duly opened and shall maintain at all material times a Customer Payment Account with its Customer Payment Account Issuer; and
1.1.3 the Merchant System shall have been configured and shall meet such requirements as specified by SCCP, whether in the Swiffbook or otherwise, to ensure that the Merchant System may interface and be communicable with the Swiff System (as may be updated from time to time) throughout the applicable Term.
1.2 In the event that the Merchant is in breach of any of the provisions of the Agreement or has been suspended permanently or temporarily from using the Swiff Services, whether or not it has been notified, it will be precluded from using the Swiff Services regardless of whether it satisfies the conditions in Clause 1.1.
2. SETTLEMENT AND PAYMENTS
2.1 Customer Payments and Swiff Transaction Fees
The Parties agree that:
2.1.1 the eventual settlement and payment of the Customer Payments to the Merchant (in accordance with Clause 2.1.3) are outside the scope of the Swiff Services and the Swiff System;
2.1.2 the consolidation and reconciliation of payment settlement records in relation to the remittance of Customer Payments from Customer Payment Accounts to the Merchant's Bank Account -
(i) may be undertaken by a Clearing House where the Acquiring Bank, Merchant’s Bank and the Customer Payment Account Issuer are not the same party; or
(ii) shall be effected directly by the Acquiring Bank where it is also the Merchant’s Bank and Customer Payment Account Issuer;
2.1.3 the Merchant shall receive the Customer Payments -
(i) from the Acquiring Bank into the Merchant's Bank Account;
(ii) less such discount as may be imposed by the
(a) Customer Payment Account Issuer;
(b) Acquiring Bank; and/or
(c) Merchant’s Bank;
(iii) less the Swiff Transaction Fees applicable to and payable in respect of Customer Payments processed through the Swiff System, which shall be remitted by the Acquiring Bank to SCCP; and
(iii) subject to such terms and conditions in respect thereof as may be agreed
(a) between the Merchant and the Acquiring Bank pursuant to the Acquiring Bank Merchant Agreement;
(b) between the Merchant and the Merchant's Bank; and
2.1.4 in the event of any delay or failure in the Merchant's receipt of the Customer Payments in accordance with Clause 2.1.3, the Merchant shall pursue the matter directly with the Acquiring Bank and/or the Merchant’s Bank as the case may be, in respect of which SCCP agrees to render such reasonable assistance as may be necessary to the extent that the same requires verification of records generated by the Swiff System in relation to any Swiff Transaction.
2.2 Swiff Fees
Other than Swiff Transaction Fees processed and remitted to SCCP in accordance with Clause 2.1.3, the Merchant shall pay to SCCP all other Swiff Fees directly in freely available and transferable funds and without any deduction whatsoever within 30 days of SCCP’s invoices for the same.
3. INSTRUCTIONS
3.1 SCCP may rely and act upon any Customer Instruction (if applicable) or Merchant Instruction given or apparently given to SCCP by any Customer or the Merchant in connection with the provision of the Swiff Services as contemplated herein. Provided that SCCP may choose not to act upon either or both of such Customer Instruction and/or Merchant Instruction if one is in conflict with the other or for any other reason as SCCP thinks fit, including where it has reason to believe that doing so would jeopardize the integrity of the Swiff Services or the Swiff System or the operation thereof.
3.2 For the purposes of this Agreement, SCCP shall be entitled to verify the authenticity or origination of any Customer Instruction or Merchant Instruction to the extent only as it deems necessary but shall not be obliged to do so in any given circumstances.
3.3 Without prejudice to the generality of Clause 12, SCCP shall not be liable to the Merchant for any losses, damages or claims or on any ground whatsoever, including any loss of business opportunity with any Customer or potential Customer:
3.3.1 where SCCP is unable to obtain confirmation of any Customer Instruction (if applicable) or Electronic Communication with the Customer Payment Account Issuer in accordance with its standard procedures established for such purpose and does not proceed with the processing of any proposed payment transaction; or
3.3.2 arising from any delay, failure or inability to –
(i) act on any Customer Instruction and/or Merchant Instruction or other Electronic Communication from the Customer Payment Account Issuer;
(ii) obtain confirmation of any Customer Instruction or Merchant Instruction received; or
(iii) complete any Swiff Transaction or the processing of any Customer Payment or other required payment transaction pursuant to any Customer Instruction or Merchant Instruction received,
due either to any act or omission on the part of the Merchant, its employees, officers or agents, or for any other reason whatsoever.
4. SWIFF SERVICES
4.1 The Parties agree that all Swiff Services shall be provided by SCCP to the Merchant subject to and on the terms of the Agreement.
4.2 Suspension or Termination
4.2.1 SCCP shall be entitled to suspend or terminate the provision of the Swiff Services or part thereof, either generally or in relation only to the Merchant, any Customer and/or any other user or participant of or collaborator of SCCP for the Swiff Services or the Swiff System, by giving the Merchant notice thereof in writing in the event:
(i) of a breach of this Agreement on the part of the Merchant or any part of the Swiff Fees or any other charges due to SCCP hereunder or any part thereof is or are not duly paid when due;
(ii) the use of the Swiff Services or the Swiff System by the Merchant is likely, in the reasonable opinion of SCCP, to create imminent harm or damage to the Swiff System or the use of the same by other merchants;
(iii) the Merchant is found or reasonably suspected to be involved in any illegal or fraudulent activity or otherwise in collusion with, abetting or facilitating any person involved in such activity, whether through use of the Swiff Services or the Swiff System; or
(iv) of any non-compliance by any –
(a) user or participant of; or
(b) collaborator of SCCP in relation to,
the Swiff Services or Swiff System, with the requirements as stipulated by SCCP in respect thereof in such manner as may affect the provision of the Swiff Services or the performance of this Agreement.
4.2.2 SCCP shall be further entitled to suspend or terminate the provision of the Swiff Services or part thereof for such period as it deems necessary by giving the Merchant:
(i) at least 7 days' prior notice in writing for the purpose of undertaking scheduled maintenance of or repairs or other works to; or
(ii) such notice (whether or not in writing) as may be reasonably practicable in the circumstances for the purpose of undertaking emergency maintenance of or repairs or other works to,
the Swiff System or any part thereof.
4.2.3 SCCP may, in its absolute discretion, resume the provision of the Swiff Services which have been suspended at such time when it deems appropriate provided that:
(i) it is satisfied that the events in Clause 4.2.1 and Clause 4.2.2 above have been rectified or completed or have ceased, as the case may be; and
(ii) the Merchant has taken such steps for the re-activation of the Swiff Services as may be stipulated by SCCP.
4.2.4 SCCP's suspension or termination of the Swiff Services pursuant to this Clause 4.2 shall be without prejudice to the Merchant's continued obligation to ensure the payment of any and all fees which are due and payable.
4.3 Changes and Updates
Notwithstanding the above, SCCP reserves the right to withdraw, modify or suspend its provision of the Swiff Services or any part thereof as applied to its customers generally, whether or not accompanied by a modification of the Swiffbook, by giving the Merchant at least 7 days' prior written notice thereof.
Please download the files using the links below:
Swiff Master Service Agreement