Bank Participant Terms
These terms and conditions (“Bank Participant Terms”) shall govern the use of the TASConnect Platform, TASConnect APIs and TASConnect API Materials by the bank entity that you represent (the “Bank Participant”) and shall form a binding contract between SCV Research and Development Pte. Ltd (a company incorporated and registered in Singapore with company number 202120852K with its registered office at 80 Robinson Road, #02-00, Singapore 068898) (“TASConnect”, “we” or “us”) and the Bank Participant. These Bank Participant Terms shall apply in addition to any User Terms that are applicable to Bank Participant’s representatives and any other rules, guidelines, policies and other terms and conditions applicable to the Bank Participant’s access and use of the TASConnect Platform, in each case as published on the TASConnect Platform from time to time.
These Bank Participant Terms take effect on the earlier of (i) when you click an “I Accept” button presented with these Bank Participant Terms; (ii) when you acknowledge agreement in some other way (for example, but providing us with a signed acknowledgment as part of the process of obtaining access to certain Workspaces; or (iii) when you first use the TASConnect Platform, TASConnect APIs or any TASConnect API Materials. By clicking “I Accept” or acknowledging agreement in some other way or by accessing and using the TASConnect APIs or any TASConnect API Materials, you agree on behalf of the Bank Participant to be bound by these Bank Participant Terms.
You represent and warrant that you are a duly authorised individual of the Bank Participant for the purposes of entering into these Bank Participant Terms and that you have all requisite right, power and authority to enter into these Bank Participant Terms on behalf of the Bank Participant and to legally bind the Bank Participant to these Bank Participant Terms.
You further represent and warrant (i) you and the Bank Participant comply (and shall ensure that the personnel, associated persons, subcontractors and agents of Bank Participant and Bank Participant’s Affiliates comply) in all respects with applicable Sanctions; (ii) you, the Bank Participant (and the personnel, associated persons, subcontractors and agents of Bank Participant and Bank Participant’s Affiliates) are not subject to Sanctions or located, organised or resident in a Sanctioned Country or on a Sanctions List; (iii) you are not accessing the TASConnect Platform, the TASConnect APIs or TASConnect API Materials from a Sanctioned Country; (iv) your use of the TASConnect Platform, the TASConnect APIs and TASConnect API Materials complies with all applicable laws and regulations at all times; and (v) the Bank Participant is properly licensed in its operating jurisdictions. In event you or the Bank Participant become aware of any breach or potential breach of any of the foregoing representations and/or warranties, you and the Bank Participant agree to immediately inform us of such breach. You acknowledge that we reserve the right to suspend or terminate your access to the TASConnect Platform, the TASConnect APIs and TASConnect API Materials at any time if we believe that your access to the TASConnect Platform, the TASConnect APIs and TASConnect API Materials may cause us to be in breach of Sanctions, laws, regulations or our policies relating to our compliance obligations.
The definitions of capitalised terms used in these Bank Participant Terms are set out at the end of this webpage.
- Your relationship with us
- The TASConnect Platform is a data management solution which is provided by us to an organisation or other third party that we refer to in these Bank Participant Terms as “Customer” pursuant to an agreement between us and Customer to automate Customer’s designated workflow(s), wholly or partially, including but not limited to Customer’s management of its Invoices and to streamline data transfer between Customer and Customer’s Users (including Bank Participant) as specified or directed by Customer. Amongst others, we will enable Customer Data to be shared though the TASConnect Platform as directed by the Customer and will provide tools to Users for workflow information in accordance with Customer’s specifications.
- The Customer has invited Bank Participant to participate, and Bank Participant has accepted Customer’s invitation to participate, in the provision of financial accommodation and/or financial or payment services in relation to Customer’s Invoices. Depending on Customer’s configuration of its Workspace and workflow, Bank Participant may be required to register on the TASConnect Platform to access Customer’s Workspace and/or connect Bank Participant’s system(s) via TASConnect APIs in order to receive certain Customer Data and/or submit and transfer any relevant data through the TASConnect Platform and/or use certain aspects of the TASConnect Platform, TASConnect APIs and TASConnect Materials as part of Customer’s workflow.
- Bank Participant acknowledges and agrees that its use of the TASConnect Platform, TASConnect APIs and TASConnect API Materials is strictly and solely related to its receipt and transfer of data as agreed between Bank Participant and Customer (“Permitted Purpose”). Bank Participant further acknowledges and agrees that: (i) the TASConnect Platform is only a data management solution provided to the Customer by TASConnect, (ii) TASConnect and the TASConnect Platform do not permit or allow the purchase or sale of any financial instruments or services on the TASConnect Platform, and (iii) TASConnect is not a party to any financing or payment services transactions between Bank Participant and Customer or Customer’s Users,
- Where registration is required
- Further to Section 1.2, if Bank Participant and/or its representatives are required to register on the TASConnect Platform, Bank Participant acknowledges that Customer is responsible for configuring and controlling their Workspace and for provision of Bank Participant’s representative access to the Customer’s Workspace, and that Bank Participant’s representative access to that Customer’s Workspace may be subject to additional terms and conditions set by the relevant Customer.
- Bank Participant agrees, represents and warrants that it has and will:
- provide true, accurate, current and complete information about itself;
- maintain and promptly update any information it provides to ensure that it remains true, accurate, current and complete.
- Subject to applicable law, we may (but are not obliged to) verify any information provided by Bank Participant, whether that information is provided to us directly by Bank Participant or obtained by us through other sources.
- Without limiting anything set out in these Bank Participant Terms, Bank Participant represents and warrants that all the content and information that Bank Participant submits to the TASConnect Platform is genuine, accurate, lawful, valid, current and belongs to the Bank Participant or that Bank Participant has all rights, permissions or consents to submit it to the TASConnect Platform for the purposes it is intended to be used. We will not be responsible for any loss or damages Bank Participant suffers in connection with it being unable to use the TASConnect Platform or any product or service due to the content or information being incorrect, incomplete, or false.
- Bank Participant is solely responsible of all its activities in connection with its use of the TASConnect Platform and Bank Participant acknowledges and agrees that, although individual representatives of Bank Participant may be required to register as Users and agree to additional User terms and conditions, Bank Participant remains at all times responsible for the acts and omissions of its representatives and all activities that occur using the login credentials and accounts of Bank Participants or its representatives. Without limiting the foregoing, Bank Participant and its representatives are responsible for keeping confidential and secure all login credentials, passwords and accounts of Bank Participant and its representatives. We shall not be liable for any loss or liability suffered by Bank Participant, its representatives or any other person if such information is not kept confidential and secure by Bank Participant and its representatives (including any unauthorised access by any party logging into and accessing the TASConnect Platform using such information).
- Use of the TASConnect APIs and TASConnect API Materials
- Under these Bank Participant Terms, we may make available to Bank Participant the TASConnect APIs and TASConnect API Materials that permit Bank Participant’s systems to interface with the TASConnect Platform and which provide certain features and functionalities that enable Bank Participant to transfer certain data to and from the TASConnect Platform.
- We grant to Bank Participant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to access, download, install copy and use the TASConnect APIs and TASConnect API Materials solely for the purposes of using the TASConnect Platform to obtain and provide necessary data relating to the Permitted Purpose (as defined below).
- The licences and rights granted in these Bank Participant Terms are conditional on and subject always to (i) the Bank Participant’s satisfactory completion of TASConnect’s registration and/or TASConnect’ compliance and due diligence procedures(if any); (ii) the Bank Participant’s continuing compliance with these Bank Participant Terms; (iii) the continued compliance by representative of the Bank Participant with applicable User Terms; (iv) the continued compliance by Bank Participant and its representatives with any other applicable policies, terms and conditions; and (v) the Bank Participant being in good standing as determined in our sole discretion, acting reasonably.
- The following licence restrictions apply:
- Bank Participant may only use and access the TASConnect APIs and TASConnect API Materials though the APIs documented and provided by us to Bank Participant.
- Bank Participant must not, and must not authorise any other party to do any of the following with the TASConnect APIs and TASConnect API Materials:
- reverse engineer, decompile, or disassemble them;
- modify or create derivative works based on them in whole or in part;
- distribute copies of them;
- remove any proprietary notices or labels on them;
- use any open source software in any manner that requires, pursuant to the licence applicable to such open source software, that the TASConnect APIs or TASConnect API Materials be disclosed, licensed, distributed or otherwise made available to anyone;
- resell, lease, rent, transfer, sublicense or otherwise deal with the TASConnect APIs or TASConnect API Materials in any manner not expressly permitted by these Bank Participant Terms;
- access or use the TASConnect APIs or TASConnect API Materials for fraudulent or unlawful activities or any activities that otherwise violate any rules, guidelines, policies and other terms and conditions applicable from time to time to the Bank Participant ’s access and use of the TASConnect Platform or in a way that is otherwise harmful to us;
- access or use the TASConnect APIs or TASConnect API Materials for any reason other than the Permitted Purposes, or in breach of, or contrary to these Bank Participant’s Terms.
- Use of the TASConnect Platform
- In addition to the licences granted in clause 3.2, and conditional on and subject always to clause 3.3, we grant to Bank Participant a limited, non-exclusive, non-transferable, revocable right to use the TASConnect Platform in accordance with these Bank Participant Terms and solely for the Permitted Purpose. Any rights not explicitly granted in these Bank Participant Terms are reserved by us.
- In addition and without limiting anything else in these Bank Participant Terms, Bank Participant must not, and must ensure that its representatives do not, and must not authorise, permit, enable, induce or encourage any person to do, or attempt to do, any of the following:
- impersonate or misrepresent itself as another entity or person;
- falsely hold itself out as a representative of any organisation;
- reveal or share any login credentials to any other person;
- post any speculative, false, fictitious or fraudulent information on the TASConnect Platform;
- do anything that is illegal or potentially illegal, or that violates or potentially violates the rights (including intellectual property rights) of any person while using or in connection with its use of the TASConnect Platform;
- post anything on the TASConnect Platform that may be threatening, harassing, defamatory, obscene, or otherwise objectionable;
- upload, post, transmit or otherwise make available on the TASConnect Platform any unsolicited or unauthorised advertising, promotional materials, spam, or any other form of solicitation;
- upload, post, transmit or otherwise make available on the TASConnect Platform, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- use any tool, robot, spider, scraper, or other automated means or any manual process for interfering with the any of the functionalities of the TASConnect Platform, extracting, interfering or monitoring any data on the TASConnect Platform and/or causing any disruptions and/or activities on the TASConnect Platform;
- reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the TASConnect Platform;
- otherwise copy or build a similar or competitive product or service or any ideas, features, functions or graphics of the TASConnect Platform;
- gain unauthorised access to the TASConnect Platform or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the TASConnect Platform;
- send unsolicited messages, spam, advertisements, marketing or any other inappropriate messages to other Users via the TASConnect Platform;
- send phishing, spoofing or other deceptive messages via the TASConnect Platform;
- sublicense, resell, time-share or make any other similar inappropriate use of the TASConnect Platform;
- scrape or harvest any data from the TASConnect Platform for use outside of the TASConnect Platform (such as collecting contact details or other User data obtained via the TASConnect Platform to contact Users outside the TASConnect Platform), unless otherwise permitted for the Permitted Purpose; or
- use the TASConnect Platform to conduct any business or regulated activities (including to offer, solicit, invite, advise (including any corporate, financial, legal, tax, accounting, or investment advice) or recommend any financial services or products, or to execute or enter into any agreement or arrangement (including to provide the financial and/or payment services in relation to the Invoices) other than as a data management solution as agreed by Customer and Bank Participant.
- Bank Participant’s use of data obtained from the TASConnect Platform
- Bank Participant acknowledges and agrees that it is the Customer that controls its own Workspace, meaning that the Customer is the party that makes the decisions in relation to the use of Customer Data and controls who else has access to the Customer Data and the other settings (including rights and permissions) on the Workspace. For example, the Customer is the party that has decided to grant Bank Participant permission to access their Workspace and/or for Customer Data to be transmitted to Bank Participant’s system and/or may enable or disable representatives or other Users to access any Customer Data that has been submitted to the Customer’s Workspace. The choices that Customer makes in configuring its Workspace in relation to Customer Data will affect how the Customer Data is accessed, used, disclosed, modified, deleted or otherwise processed.
- To the extent that Bank Participant provides any information to the TASConnect Platform (via the TASConnect APIs, other automatic transfer or specific uploads), Bank Participant acknowledges and agrees that, as between Bank Participant, the Customer and TASConnect, it is the Customer who is solely responsible for:
- informing Bank Participant and its representatives of their policies as to how they intend to process and share the information or content that Bank Participant submits to the TASConnect Platform (for the most part, we will merely follow the Customer’s instructions to process that information or content);
- obtaining any rights, permissions or consents from Bank Participant and its representatives that are necessary for the lawful use of any content or information that Bank Participant submits to the Customer’s Workspace (including any transfer of such content or information to another party or another jurisdiction); and
- ensuring that the Bank Participant and its representatives understand any settings, rights and permissions that may be available on the Customer’s Workspace;
- resolving and responding to any disputes or grievances Bank Participant or its representative may have in relation to how content or information it submits to the Customer’s Workspace is processed.
- Bank Participant acknowledges and agrees that:
- it will not process Customer Data on our behalf or jointly with us;
- it accesses and processes Customer Data as an independent Controller;
- it shall comply with, and process all Customer Data in accordance with, all Data Protection Legislation applicable to Bank Participant; and
- it shall provide due notices to, and obtain any required consents from, any individuals of Bank Participant’s relevant privacy policies and it shall comply with, and process all Customer Data in accordance with, such privacy policies.
- We expect that Bank Participant will process Customer Data with the highest international standards. Without limiting Bank Participant’s obligations under clause 5.3, Bank Participant warrants and represents to us on a continuing basis that:
- Bank Participant does and will continue to comply at all times with all applicable obligations in the context of Bank Participant’s relationships with other parties (including Customer and Users), and with all Data Protection Legislation applicable to it;
- Bank Participant will not access, use, share or otherwise disclose any Customer Data for any purpose other than the Permitted Purpose;
- it has (and will have) all right necessary for data that it submits or transmits on or via the TASConnect Platform and that the collection, use or retention of Customer Data and other data will not violate any law or rights of others;
- Bank Participant will take all appropriate technical and organisational measures in accordance with Good Industry Practice to protect against unauthorised or accidental or unlawful processing or use of the Customer Data and to protect Customer Data against accidental or unauthorised loss or destruction or damage to Customer Data;
- Bank Participant will at all times ensure it is aware of and have documentation of the location of all copies of Customer Data in its possession or control;
- Bank Participant will ensure that its representatives and any party to whom Bank Participant provides access to the Customer Data is subject to written terms at least as stringent as those applying to the Bank Participant in respect of the Customer Data.
- Bank Participant data
- Bank Participant remains responsible for its own data and materials and for taking steps to maintain appropriate security, protection and backup of Bank Participant’s own data and materials in connection with its use of the TASConnect Platform, TASConnect APIs and TASConnect API Materials. We are not responsible for any unauthorised access to, alteration of, or deletion, destruction, damage, loss or failure to store any of Bank Participant’s data and materials in connection with the TASConnect Platform, TASConnect APIs or TASConnect API Materials (including as a result of Bank Participant’s or any other party’s errors, acts or omissions).
- As between Bank Participant and us, Bank Participant retains ownership of all of its own data. Bank Participant grants us a worldwide, non-exclusive, royalty-free, transferable licence to access, use, process, copy, distribute, perform, export and display Bank Participant’s data for the purposes of these Bank Participant Terms, to provide services to Customer and others, to protect the TASConnect Platform, to improve the TASConnect Platform or TASConnect products and services, or as required by applicable law or as otherwise agreed by Bank Participant. Bank Participant represents and warrants that it has obtained and will maintain all rights in and to Bank Participant’s data as is necessary to grant this licence.
- We may disclose Bank Participant data to any person:
- to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under these Bank Participant Terms and, in each case, to any of that person’s Affiliates, representatives and professional advisers;
- to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
- to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; and
- in accordance with the confidentiality provisions in the Bank Participant Terms.
- Intellectual Property Rights
- As between Bank Participant and us, we own all right, title and interest in and to the TASConnect Platform, the TASConnect APIs or the TASConnect API Materials. Except as expressly stated in these Bank Participant Terms, nothing in these Bank Participant Terms transfers any intellectual property rights, title or interest in or to the TASConnect Platform, the TASConnect APIs or the TASConnect API Materials to Bank Participant.
- TASConnect responsibilities relating to data
- To the extent that we process any of Personal Data as a Controller, we will comply with the TASConnect Privacy Policy and Data Protection Legislation applicable to TASConnect. TASConnect shall take appropriate measures in accordance with Data Protection Legislation applicable to TASConnect to help prevent unauthorised or unlawful processing, accidental loss or destruction of Personal Data and to maintain the integrity of the Personal Data.
- Indemnity and Limitation of Liability
- The TASConnect Platform is provided on an “as is” and “as available” basis. We make no representations, warranties or guarantees, whether express or implied, regarding the TASConnect Platform and expressly disclaims any and all representations, warranties or guarantees of accuracy, merchantability, non-infringement, fitness for a particular purpose, or that the TASConnect Platform will be uninterrupted, timely, secure, or error-free. In addition, we expressly disclaim any and all representations, warranties or guarantees regarding the accuracy, completeness or currency of the information on the TASConnect Platform or any Customer Data, and any reliance on the information on the TASConnect Platform or any Customer Data is at User’s own risk.
- While we will make all reasonable efforts to ensure the security of the TASConnect Platform, there are inherent risks in internet-based services and we therefore cannot guarantee the security or confidentiality of any information that Bank Participant submits to the TASConnect Platform.
- To the maximum extent permitted by applicable law, we shall have no liability to Bank Participant for any direct, indirect, consequential, special or loss or damage that Bank Participant may suffer in connection with Bank Participant’s use of the TASConnect Platform, including Bank Participant’s reliance on the information on the TASConnect Platform or any Customer Data.
- To the maximum extent permitted by applicable law, to the extent that clause 9.3 is not effective, TASConnect’s aggregate liability to Bank Participant will be limited to USD 100.
- Bank Participant indemnifies us from and against any direct, indirect, consequential, special or loss or damage that we may suffer in connection with Bank Participant’s breach of these Bank Participant Terms (including the acts or omissions of Bank Participant’s representatives) in using the TASConnect Platform, TASConnect APIs, TASConnect API Materials, including Bank Participant’s reliance on the information on the TASConnect Platform or any Customer Data.
- Links to Third Party Sites
- To the extent that there are links to other websites or apps owned and operated by third parties on the TASConnect Platform (each a “Linked Site”), Bank Participant acknowledges and agrees that such Linked Sites are not under the control of TASConnect and we shall not be responsible for Bank Participant’s access of, and any content of, any such Linked Sites. We do not endorse any Linked Site (or its services or products) and makes no representations or warranties with respect to the Linked Sites or their contents, terms and conditions, privacy policies or activities. We shall not, in any event, be deemed as a party to any transaction between Bank Participant and the Linked Site. Bank Participant’s access or use of such Linked Site is entirely at Bank Participant’s own risk.
- Warranties and representations
- Each party (being each of ourselves and the Bank Participant and each being referred to as an “it” below) makes the representations and warranties set out in these Bank Participant Terms on each day for the duration that these Bank Participant Terms are in effect:
- it is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation;
- it has the power to own its assets and carry on its business as it is being conducted;
- the entry into and performance by it of these Bank Participant Terms do not and will not conflict with (i) any law or regulation applicable to it; (ii) its constitutional documents; (iii) any agreement or instrument binding upon it or any of its assets;
- it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, Bank Participant Terms;
- it has (and in the case of the Bank Participant only, that it has also procured that each of its representatives has) obtained all applicable authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration authorisations (“Authorisations”) required for it to lawfully enter into, exercise its rights and comply with its obligations under the Bank Participant Terms (and in the case of the Bank Participant only, to provide the financial or payment services in relation to the Invoices), and all such Authorisations, licenses and regulatory approvals are in full force and effect;
- it shall comply in all respects with all laws to which it may be subject;
- its officers, directors and employees are subject to policies and procedures designed to prevent the occurrence of bribery and corrupt conduct and it shall procure compliance with such policies and procedures by them;
- it has not (and undertake that they shall not) engage in making any payments or transfers of value, offers or promises, giving any financial or other advantage, making any requests, agreements to receive or accepting any financial or other advantage, in each case either directly or indirectly which has the purpose or effect of, or would mean acceptance of or acquiescence in, either directly or indirectly, public or commercial bribery, other unlawful or improper means of obtaining or retaining business or commercial advantage, or the improper performance of any function or activity; and
- it shall procure compliance with the obligations in clauses 11.1(G) and (H) from each of its officers, directors, employees, other associated persons, agents or subcontractors.
- Each party (being each of ourselves and the Bank Participant and each being referred to as an “it” below) makes the representations and warranties set out in these Bank Participant Terms on each day for the duration that these Bank Participant Terms are in effect:
- General
- We may take any action which in our sole discretion we consider appropriate so as to comply with any applicable law, regulation or any policy which relates to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. In certain circumstances, such action may delay or prevent the processing of instructions or our performance of our obligations under these Bank Participant Terms. We shall not be liable for any loss (whether direct, indirect or consequential and including, without limitation, loss of profit or interest) caused in whole or in part by any actions which are taken by us pursuant to this clause.
- Confidentiality
- Each party agrees to keep all Confidential Information confidential and not to disclose it to anyone without the other party’s prior written consent and to ensure that all Confidential Information is protected with security measures and a degree of care that you or we, as the case may be, would apply to your or our, as the case may be, own Confidential Information.
- Each party may disclose:
- to any of your/our Affiliates and any of your/our or their officers, directors, employees, professional advisers, auditors, partners and representatives who need to know such Confidential Information if (i) any person to whom the Confidential Information is to be given pursuant to this paragraph (A) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, (ii) that the Confidential Information disclosed is only limited to the extent needed; except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; and
- to any person:
- to (or through) whom you/we assign(s) or transfer(s) (or may potentially assign or transfer) all or any of your/our rights and/or obligations under these Bank Participant Terms and, in each case, to any of that person’s Affiliates and any of yours/our or their officers, directors, employees, professional advisers, auditors, partners and representatives;
- appointed by you/us or by a person to whom paragraph (A) above applies to receive communications, notices, information or documents delivered pursuant to these Bank Participant Terms on your/our behalf;
- who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any Invoice;
- to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
- to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
- who is a party; or
- with the consent of the other party,
in each case, such Confidential Information shall be disclosed only to the extent necessary;
- to any auditor;
- to any person appointed by you/us or by a person to whom paragraph (B)(1) or (B)(2) above applies to provide administration or settlement services in respect of the services and transactions contemplated under these Bank Participant Terms, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (D); and
- to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out your/our normal rating activities in relation to services and transactions contemplated under these Bank Participant Terms.
- Termination
- Bank Participant agrees that we have the right, in our sole discretion, to terminate Bank Participant’s use of the TASConnect Platform, TASConnect APIs and TASConnect API Materials temporarily or permanently at any time without prior notice, including in the case of (i) any suspected or actual non-compliance by Bank Participant with the representations and warranties set out at the beginning of these Bank Participant Terms; (ii) any suspected or actual breach of these Bank Participant Terms, User Terms, TASConnect Privacy Policy and/or any other terms and conditions and policies published on the TASConnect Platform by Bank Participant or its representative; (iii) Bank Participant or its representative act or behave in a manner which results in, or is likely to result in, any harm to TASConnect or its Affiliates, including its employees, directors and officers; (iv) termination of any agreement between TASConnect and Customer with regard to use of the TASConnect Platform; or (v) Customer requests TASConnect terminate such use by Bank Participant.
- Termination of these Bank Participant Terms shall not affect any rights or obligations which may have accrued prior to termination. The provisions relating to indemnities, limitation of liability, confidentiality, disclosure of information, governing law and jurisdiction survive termination of these Bank Participant Terms.
- Assignment
Bank Participant may not assign or transfer any of its rights or obligations under these Bank Participant Terms without our prior written consent. - Dispute Resolution
- These Bank Participant Terms are governed by the laws of Singapore. The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with these Bank Participant Terms (including any dispute regarding their existence, validity or termination) (a “Dispute”). Bank Participant agrees that the courts of Singapore are the most appropriate and convenient courts to settle any Dispute and accordingly will not argue to the contrary. Notwithstanding the foregoing, neither party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by applicable law, we may take concurrent proceedings in any number of jurisdictions.
- Updates and Amendments
- We reserve the right to revise these Bank Participant Terms or any of the terms incorporated by reference from time to time as and when necessary without prior notice (subject to the terms set out applicable law). Any such amendments shall take effect from the date they are published on the TASConnect Platform. For the avoidance of doubt, the version that is published on the TASConnect Platform is the relevant version of these Bank Participant Terms that apply at the time Bank Participant uses the TASConnect Platform, TASConnect APIs or TASConnect API Materials and the version published on the TASConnect Platform supersedes any earlier version that Bank Participant may have received by other means.
- Interpretation
- These Bank Participant Terms along with the User Terms, TASConnect Privacy Policy and any other terms and conditions and policies published on the TASConnect Platform constitute the entire understanding between Bank Participant and us in connection with the TASConnect Platform.
- Headings used in these Bank Participant Terms are for convenience and shall not be used as any basis on which the meaning of the Bank Participant Terms shall be interpreted. If any provision of these Bank Participant Terms is found by a court of competent jurisdiction to be invalid, then Bank Participant and us nevertheless agree that the court should endeavour to give effect to our intentions as reflected in the provision and all other provisions of these Participant Terms shall remain in full force and effect.
- Definitions
“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
“Confidential Information” means, in relation to a party (the “Recipient”), all information relating to the other party (the “Disclosing Party”) or its Affiliates or these Bank Participant Terms, of which the Recipient becomes aware in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:- is or becomes public information;
- is identified in writing at the time of delivery as non-confidential by the Disclosing Party or its Affiliates or any of its advisers;
- is known by the Recipient before the date the information is disclosed to it or is lawfully obtained by the Recipient after that date, from a source which is, as far as the Recipient is aware, unconnected with the Disclosing Party and its Affiliates and which, in either case, as far as the Recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
“Controller” means the entity which determines the purposes and means of processing of Personal Data.
“Customer” means the organisation which has signed an agreement with TASConnect to have a Workspace and receive certain TASConnect services.
“Customer Data” means all information of whatever nature which may from time to time be submitted to the Customer’s Workspace.
“Customer Terms” means the terms and conditions between the Customer and TASConnect in relation to the Customer’s use of the TASConnect Platform to have a Workspace and receive certain services from TASConnect.
“Data Protection Legislation” means the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore and any other legislation wherever in the world that relates to the processing of personal data and/or privacy and applies in connection with the existence or operation of these Bank Participant Terms and all applicable guidance and codes of practice.
“Good Industry Practice” means that degree of skill, diligence, care, prudence, foresight and operating systems and practice which would reasonably and ordinarily be expected of a skilled and experienced financial institution engaged in the same or a similar type of business as that of the Bank Participant under similar circumstances.
“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.
“Invoice” means an invoice of (i) either the Customer (or any of its Affiliates as may be agreed between the Customer and us pursuant to the Customer Terms) to its customer; or (ii) an invoice of a supplier to either the Customer (or any of its Affiliates as may be agreed between the Customer and us pursuant to the Customer Terms).
“TASConnect APIs” means the application programming interfaces provided by TASConnect.
“TASConnect API Materials” means the materials that TASConnect makes available to Bank Participant in connection with the TASConnect APIs, including documentation, specifications, software libraries, software development kits and other supporting materials.
“TASConnect Platform” means the internet-based platform, accessed via www.tasconnect.com or such other website as TASConnect may determine, provided by TASConnect under these Bank Participant Terms, all as customised, modified or amended from time to time.
“TASConnect Privacy Policy” means the privacy policy located at www.tasconnect.com.
“Permitted Purpose” has the meaning given to it in clause 1.3.
“Personal Data” has the meaning given to the term “personal data” or “personal information” in any applicable Data Protection Legislation.
“Sanctioned Country” means a country or territory which is subject to Sanctions.
“Sanctions” means country-wide or territory-wide economic or financial sanctions or trade embargoes imposed or administered by the US Department of Treasury through its Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, a member state of the European Union, the Government of the United Kingdom, or the relevant governmental authorities of the country where Bank Participant is incorporated, each such authority as amended, supplemented or substituted from time to time.
“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) who are the subject of Sanctions (including as a result of being owned or controlled directly by such a person or entity) published by:
- the US Department of Treasury as administered by OFAC;
- the United Nations Security Council;
- the European Union;
- a member state of the European Union;
- the Government of the United Kingdom, or
each such list and authority as amended, supplemented or substituted from time to time. “Subsidiary” means, in relation to any company or corporation, a company or corporation:
- which is controlled, directly or indirectly, by the first mentioned company or corporation;
- more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or
- which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,
and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“User” means an individual authorised by a Customer to access the Customer’s Workspace and/or receive or submit any data (including via the TASConnect APIs, other automatic transfer or specific uploads) and may include any personnel of the Customer, and representatives of a Customer’s customer or supplier or the Bank Participant, in each case as designated by the relevant Customer and notified to TASConnect via the functionalities of the TASConnect Platform.
“User Terms” means the terms available at www.tasconnect.com that each individual User must agree to in order to access the TASConnect Platform.
“Workspace” means a unique domain or instance of the TASConnect Platform dedicated for use by a Customer and its Users.
