These terms and conditions (“User Terms”) shall govern your use of the TASConnect Platform (defined below) and shall form TASConnect User Terms a binding contract between you and 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 shall be deemed to include the rules, guidelines, policies and other terms and conditions published on the TASConnect Platform from time to time that are applicable to any specific product or service that you use on the TASConnect Platform.

By accessing and using the TASConnect Platform (including after a change to these User Terms), you confirm that you have carefully read and agree to these User Terms. If you do not agree to these User Terms, please do not use the TASConnect Platform. 

You represent and warrant that (i) you comply in all respects with Sanctions that are applicable to you; (ii) you are not subject to Sanctions or located or resident in a Sanctioned Country or on a Sanctions List; (iii) you are not accessing the TASConnect Platform from a Sanctioned Country; (iv) your use of the TASConnect Platform complies with Sanctions and all applicable laws and regulations at all times. You acknowledge that we reserve the right to suspend or terminate your access to the TASConnect Platform at any time if we believe, in our sole discretion, that your access to the TASConnect Platform 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 User Terms are set out at the end of this webpage.

Your Relationship with Us

1. An organisation or other third party that we refer to in these User Terms as “Customer” has invited you to be a User of their Workspace.  The Customer has separately agreed to a set of Customer Terms that permits them to create, configure and control the Workspace to which you have been invited as a User.
2. Once you have been given access to the Customer’s Workspace, you become a User of the Customer that controls that Workspace. Being a User means you have been authorised by one of our Customers to access their Workspace, access certain information in their Workspace and certain other features available on their Workspace.
3. When you submit, or approve for submission, any content or information to the TASConnect Platform, whether directly or through automated data transfer, that content or information becomes Customer Data. You acknowledge and agree that the Customer Data on the TASConnect Platform will be owned by Customer. 
4. The Customer 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 you permission to access their Workspace and may enable or disable 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. 
5. When you are accessing a Workspace as a User, you acknowledge and agree that, as between you, the Customer and TASConnect, it is the Customer who is solely responsible for:
   1. informing you of their policies as to how they intend to process and share the information or content that you submit to the TASConnect Platform (for the most part, we will merely follow the Customer’s instructions to process that information or content);
   2. obtaining any rights, permissions or consents from you (or the entity that you represent) necessary for the lawful use of any content or information that you submit to the Customer’s Workspace (including any transfer of such content or information to another party or another jurisdiction); 
   3. ensuring that you understand any settings, rights and permissions that may be available on the Workspace; and
   4. resolving and responding to any disputes or grievances you (or the entity you represent) may have in relation to how content or information you submit, or approve for submission, to the Customer’s Workspace is processed.  
6. If you are a User, you acknowledge and agree that you are able to use the TASConnect Platform as a User subject always to the Customer’s continued permission to designate you as a User and your compliance with these User Terms. 

Bank Participant User 

1. If you are a representative of a Bank Participant, you acknowledge and agree that your access and use of certain Customer Data is also subject to the Bank Participant Terms, that the Bank Participant is an independent Controller of the data that it collects or uses from the TASConnect Platform, and therefore as a representative of the Bank Participant, you must also comply at all times with the Bank Participant’s additional obligations (as required by applicable law and by the Bank Participant Terms)
2. If you are using the TASConnect Platform as a representative of the Bank Participant, without prejudice to Clause 1.7 above, you also acknowledge and agree that you are able to use the TASConnect Platform subject always to (i) the Bank Participant’s continued nomination by the Customer, (ii) the Bank Participant’s continued permission to designate you as its representative, (iii) the Bank Participant’s acceptance of the Bank Participant Terms, and (iv) these User Terms.
3. If you are using the TASConnect Platform as a representative of the Bank Participant, you represent and undertake that you have obtained all applicable authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration authorisations (“Authorisations”) required for you to lawfully enter into, exercise its rights and comply with its obligations under these User Terms (including to act as a representative of the Bank Participant in relation to your usage of the TASConnect Platform, including access to the specific Customer Workspace), and all such Authorisations are in full force and effect.

Services on the TASConnect Platform

1. The TASConnect Platform is a data management solution which is provided by us to the Customer to automate Customer’s designated workflow(s), including Customer’s management of its Invoices  and to streamline data transfer as specified by Customer between Customer and Customer’s Users (including Bank Participants).  Amongst others, we will enable Customer Data to be shared based on the configuration and control of the Workspace by the Customer and will provide tools for the management of information  as may be agreed between us and the Customer pursuant to the Customer Terms.   
2. You acknowledge and agree to the functionalities of the TASConnect Platform as described in Clause 2.1 above.  In addition, you acknowledge and agree that the TASConnect Platform is only a workflow management tool and therefore that:
   1. none of the information or services available on the TASConnect Platform shall be (or shall be construed as) an offer, solicitation, invitation, advice (including any corporate, financial, legal, tax, accounting, or investment, advice) or recommendation for financial services or products whether by TASConnect or any other Users, and you should not take, or omit to take, any action, in reliance on the content of the TASConnect Platform without seeking independent verification or advice; and
   2. the TASConnect Platform does not permit nor allow you to buy or receive any financial products or services from any of the Users (including a Bank Participant). 

Your Activities

1. Without limiting anything set out in these User Terms, you represent and warrant that all the content and information you submit to the TASConnect Platform (including any documents submitted to verify your identity), or that is submitted on your behalf by Customer, is genuine, accurate, lawful, valid, current and belongs to you or that you have 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 you suffer in connection with you being unable to use the TASConnect Platform or any product or service due to the content or information that you submit being incorrect, incomplete, or false. 
2. We reserve all rights to reject, block, suspend, deactivate or remove any User from the TASConnect Platform. 
3. You must not do any of the following:
   1. impersonate or misrepresent yourself as another person;
   2. falsely hold yourself out as a representative of any organisation;
   3. reveal or share your login credentials to any other person;
   4. post any speculative, false, fictitious or fraudulent information on the TASConnect Platform;
   5. do anything that is illegal or potentially illegal, or that violates or potentially violates any applicable laws, regulations, rules and/or the rights (including intellectual property rights) of any person while using or in connection with your use of the TASConnect Platform;
   6. post anything on the TASConnect Platform that may be threatening, harassing, defamatory, obscene, or otherwise objectionable;
   7. 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; 
   8. 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; 
   9. 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; or
   10. in the case of Users who are representatives of a Bank Participant, 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, or use the TASConnect Platform in any manner other than as a data management tool to streamline the exchange of data between Bank Participant and Users in relation the provision of financial or payment services by the Bank Participant which you represent.

Rights of Access and Intellectual Property Rights

1. Nothing in these User Terms transfers any intellectual property rights, title or interest in or to the TASConnect Platform to you. 
2. Subject to your compliance with these User Terms and the rights of the Customer for the time being to a Workspace and to grant you access as a User, TASConnect grants you a limited, non-exclusive, non-transferable, revocable right to use the TASConnect Platform in accordance with these User Terms. Any rights not explicitly granted in these User Terms are reserved by TASConnect. 

Indemnity and Limitation of Liability

1. The TASConnect Platform is provided to you on an “as is” and “as available” basis. TASConnect makes 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, TASConnect expressly disclaims 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.   
2. 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 you submit to the TASConnect Platform. 
3. To the maximum extent permitted by applicable law, TASConnect shall have no liability to you for any direct, indirect, consequential, special or loss or damage that you may suffer in connection with your use of the TASConnect Platform, including your reliance on the information on the TASConnect Platform or any Customer Data.
4. To the maximum extent permitted by applicable law, to the extent that clause 5.3 is not effective, TASConnect’s aggregate liability to you will be limited to USD 100.
5. All limitations and exclusions of liability in these User Terms are only effective to the extent not prohibited by applicable law. 
6. You indemnify us from and against any direct, indirect, consequential, special or loss or damage that we may suffer in connection with your breach of these User Terms or your acts or omissions in using the TASConnect Platform, including your reliance on the information on the TASConnect Platform or any Customer Data. 

Links to Third Party Sites

1. 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”), you acknowledge and agree that such Linked Sites are not under the control of TASConnect and TASConnect shall not be responsible for your access of, and any content  of, any such Linked Sites. TASConnect does 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. TASConnect shall not, in any event, be deemed as a party to any transaction between you and the Linked Site. Your access or use of such Linked Site is entirely at your own risk.

Termination

1. You understand and agree that we have the right to terminate your use of the TASConnect Platform temporarily or permanently at any time without prior notice, including in the case of any suspected or actual non-compliance with the representations and warranties set out at the beginning of these User Terms.  
2. Termination of your use of the TASConnect Platform shall not affect any rights, obligations and liabilities that have accrued before the date of such termination.

Privacy

1. We respect your privacy. To the extent that we process any of your Personal Data as a Controller, we will comply with the TASConnect Privacy Policy. Please note that Customers and Bank Participants may also be independent Controllers in relation to your Personal Data. To the extent that your Personal Data is processed by Customers or Bank Participants, please refer to the privacy policies of those parties.    

Dispute Resolution

1. These User 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 User Terms (including any dispute regarding their existence, validity or termination) (a “Dispute”). You agree 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, you shall not 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

1. We reserve the right to revise these User 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.    

Interpretation

1. These User Terms along with the TASConnect Privacy Policy and any other policies published on the TASConnect Platform constitute the entire understanding between you and us in connection with the TASConnect Platform. 
2. Headings used in these User Terms are for convenience and shall not be used as any basis on which the meaning of the User Terms shall be interpreted. If any provision of these User Terms is found by a court of competent jurisdiction to be invalid, then you 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 User Terms shall remain in full force and effect.

Definitions

“Bank Participant” means any financial institution nominated by a Customer (and as may be agreed by us pursuant to the Customer Terms) as a financier or service provider to provide Customer or other Users with financial or payment services and to whom Customer grants access to certain of the Customer Data.

“Bank Participant Terms” means the standard online terms between each Bank Participant and us and which governs how each Bank Participant may use certain application programming interfaces provided by us and how each Bank Participant is required to handle the data collected or obtained from the TASConnect Platform.

“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 (including the Invoices).

“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 User Terms and all applicable guidance and codes of practice. 

“Invoice” means: 

1. (i) an invoice of either the Customer (or any of its affiliates as may be agreed between the Customer and us pursuant to the Customer Terms) to a customer; or 
2. (ii) 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 Platform” means the internet-based platform, accessed via www.tasconnect.com or such other website as TASConnect may determine, provided by TASConnect under these User Terms, all as customised, modified or amended from time to time.

“TASConnect Privacy Policy” means the privacy policy located at www.tasconnect.

“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 United States Department of Treasury’s 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 you or the entity you represent are 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:

1. the United States Department of Treasury, as administered by OFAC;
2. the United Nations Security Council;
3. the European Union; 
4. a member state of the European Union,
5. the Government of the United Kingdom; or
6. any relevant governmental authorities of the country where you or the entity you represent are incorporated;

each such list and authority as amended, supplemented or substituted from time to time.

“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, Customer’s 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.  

“Workspace” means a unique domain or instance of the TASConnect Platform dedicated for use by a Customer and its Users.