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  1. Payment Services and Eligibility.
  2. Sending Payments.
  3. Eligibility for Use.
  4. Account Balances.
  5. Withdrawing Money.
  6. Closing Your Account.
  7. SmoovPay Buyer Protection.
  8. Errors and Unauthorized Transactions.
  9. Restricted Activities.
  10. Your Liability - Actions We May Take.
  11. Disputes with SmoovPay.
  12. General Terms.
  13. Definitions.

This User Agreement ("Agreement") is a contract between you and SmoovPay Pte. Ltd., a Singaporean company, and applies to your use of the Smoovpay Services. You must agree with all of the terms and conditions contained in this Agreement and any applicable agreements and Policies on the Legal Agreements page.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of any Substantial Change by posting a notice on the "Policy Updates" page of our website. All future changes set out in the Policy Update already published at the time you register for the SmoovPay Services are incorporated by reference into this Agreement and will take effect as specified in that Policy Update.

Consumer advisory - The SmoovPay payment service is regarded as a stored value facility under Singapore law. SmoovPay Pte. Ltd., the holder of the SmoovPay stored value facility, does not require the approval of the Monetary Authority of Singapore. Consumers (Users) are advised to read these terms and conditions carefully.

This is an important document which you must consider carefully when choosing whether to use the SmoovPay Services. Please note the following risks of using the SmoovPay Services:

Payments received in your Account may be reversed at a later time, for example, if a payment is subject to a Chargeback, Reversal, Claim or is otherwise invalidated. This means that a payment may be reversed from your Account after you have provided the sender the goods or services that were purchased.

We may close, suspend, or limit your access to your Account or the SmoovPay Services, and/or limit access to your funds if you violate this Agreement, the SmoovPay Acceptable Use Policy, or any other agreement you enter into with SmoovPay.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the SmoovPay Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.

This Agreement is not a solicitation of the SmoovPay Services and SmoovPay is not targeting any country or market through this Agreement.


  1. Payment Services and Eligibility.
    1. Payment Services.

      SmoovPay is a payment services provider and acts as such by creating, hosting, maintaining and providing our SmoovPay Services to you via the Internet. Our services allow you to send payments to anyone with a SmoovPay Account, and, where available, to receive payments. Our service availability varies by country.

      SmoovPay is not a remittance business or a money transfer service and the Personal Payments feature may not be used to remit funds to third parties.

      We do not have any control over, and are not responsible or liable for, the products or services that are paid for with our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

      SmoovPay is not a common carrier or public utility.

    2. Eligibility

      To be eligible to use the SmoovPay Services, you must be at least 18 years old or higher based on the age of majority in your jurisdiction, and a resident of one of the countries listed on the SmoovPay Worldwide page.

      You must list your correct country of residence in your Account. This Agreement applies only to Users who are residents of one of the countries listed in Section 1.1 above. If you are a resident of another country, you may access the agreement that applies to you from our website in your country.

    3. Information.

      In order to open and maintain an Account, you must provide us with correct and updated Information.


      a. Identity Verification
      You authorize SmoovPay, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or documentation, requiring you to provide a taxpayer or national identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your Information against third party databases or through other sources.
      b. Credit Report Authorization.
      If you open a Premier or Business Account, you are providing SmoovPay with your written instructions and authorization in accordance with any applicable law to obtain your personal and/or business credit report from a credit bureau. You are also authorizing SmoovPay to obtain your personal and/or business credit report: (a) when you request certain new products, or (b) at any time SmoovPay reasonably believes there may be an increased level of risk associated with your Premier or Business Account.
      c. Updates to Information.
      If your credit card number or expiration date changes, we may acquire that information from our financial services partner and update your Account.
    4. Beneficial Owner.

      You must be the beneficial owner of the Account, and conduct business only on behalf of yourself.

  2. Sending Payments.
    1. Sending Limits.

      We may, at our discretion, impose limits on the amount of payments you can send through the SmoovPay Services. You can view your sending limit, if any, by logging into your Account and clicking on the View Limits link on the Account Overview page. If you have a Verified Account, we may increase your sending limits.

    2. Default Payment Methods.

      When you make a payment, if you have not selected a Preferred Payment Method, SmoovPay will fund your transaction in this order (subject to availability based on your Payment Methods and country of registration):

      a. Credits Balance
      b. Debit card (3D Secure)
      c. Credit card (3D Secure)

      Note: If you do not want to use your credits balance, you must withdraw it before making a payment.


    3. Preferred Payment Method.

      You may select a Preferred Payment Method each time you make a payment, except for a Preapproved Payment or a No Log-In Payment.

      For a Preapproved Payment and, in most instances, a No Log-In Payment, you can select a Preferred Payment Method when you provide your initial authorization for this payment and through the My Preapproved Payments section of your Account Profile.

      If you select a Preferred Payment Method but have available balance in your Account, your balance will be used to fund your payment. If eCheck is your Preferred Payment Method, it will be used to fund your SmoovPay payment, even if you have a balance. SmoovPay may limit the Payment Methods available for a transaction.

    4. Refused and Refunded Payments.

      When you send a payment, the recipient is not required to accept it. Any unclaimed, refunded or denied payment will be returned to your balance or to your original Payment Method. We will return any unclaimed payment to you within 30 Days of the date you initiated the payment.

    5. Merchant Processing Delay.

      When you send a payment to certain Merchants, you are providing an Authorization to the Merchant to process your payment and complete the transaction. The payment will be held as pending until the Merchant processes your payment. Some Merchants may delay processing your payment. In such an instance, your Authorization will remain valid for up to 30 Days. If your payment requires a currency conversion, the exchange rate will be determined at the time the Merchant processes your payment and completes the transaction.

    6. Preapproved Payments.

      A Preapproved Payment is a payment in which you Authorize a Merchant to directly charge your Account on a one-time, regular, or sporadic basis. Preapproved Payments are sometimes called "subscriptions", "recurring payments", "preauthorized transfers" or "automatic payments".

    7. Stopping a Preapproved Payment.

      You may stop a Preapproved Payment at any time up to 3 Business Days prior to the date the next payment is scheduled to be made by notifying SmoovPay. To stop a Preapproved Payment, access the My Preapproved Payments section of your Account Profile and follow the links to stop the payment. You may also stop a Preapproved Payment by calling SmoovPay at +65 62539198 (in Singapore). Once you contact SmoovPay to stop a Preapproved Payment, all future payments under your agreement with the Merchant will be stopped. If you stop a Preapproved Payment you may still be liable to the Merchant for the payment or for other penalties under the terms of your agreement with the Merchant and you may be required to pay the Merchant through alternative means.

  3. Eligibility for Use.
    1. Ability to Receive Payments.

      The ability to receive payments varies by country and currencies.

    2. Liability for Invalidated Payments.

      When you receive a payment, you are liable to SmoovPay for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable fees that is published on Smoovpay merchant website.

      You agree to allow SmoovPay to recover any amounts due to SmoovPay by debiting your balance. If there are insufficient funds in your balance to cover your liability, you must reimburse SmoovPay through other means. If a sender of a payment files a Chargeback, the credit card issuer, not SmoovPay, will determine who wins the Chargeback.

    3. No Surcharges.

      You agree that you will not impose a surcharge or any other fee for accepting SmoovPay as a payment method. You may charge a handling fee in connection with the sale of goods or services, as long as the handling fee is not higher than the handling fee you charge for non-SmoovPay transactions.

    4. Receiving Personal Payments.

      If you are selling goods or services, you may not ask the buyer to send you a Personal Payment for the purchase.

    5. Preapproved Payments and/or No Log-In Payments.

      If you receive Preapproved Payments and/or No Log-In Payments you must receive your buyer’s Authorization to the payment amount, frequency and duration prior to submitting the payment.

  4. Account Balances.
    1. Balances.

      If you hold a balance, SmoovPay will hold your funds in pooled accounts separate from its corporate funds, and it will not use your funds for its operating expenses or for any other corporate purposes. SmoovPay will not voluntarily make your funds available to its creditors in the event of bankruptcy. You will not receive interest or other earnings on the amounts in your balance. SmoovPay may receive interest on amounts that SmoovPay holds on your behalf. You agree to assign your rights to SmoovPay for any interest derived from your funds.

    2. Setoff of Past Due Amounts.

      If you have a past due amount owed to a SmoovPay affiliate, subsidiary, or parent company, SmoovPay may debit your Account to pay any amounts that are more than 180 Days past due.

    3. Negative Balances and Multiple Currencies.

      If your Account has a negative balance, SmoovPay may set-off the negative balance with any funds that you subsequently add or receive into your Account. If you have multiple currency balances in your Account and one of the currency balances becomes negative for any reason, SmoovPay may set-off the negative balance by using funds you maintain in a different currency balance.

  5. Withdrawing Money.
    1. How to Withdraw Money.

      Depending on the country in which your Account is registered, you may withdraw funds from your Account in any of these methods: (a) by requesting a withdrawal to your local bank account, (b) by setting automatic withdrawal to your local bank account or (c) by electronically transferring them to your Visa branded card. If you would like us to send a check, you must contact Customer Service and provide the documentation that we request to verify your association with the address. If you fail to cash a check within 180 Days of the date of issuance, we will return the funds to your balance (minus a Fee).

    2. Withdrawal Limits.

      Depending on the degree to which you have Verified your Account, we may limit your ability to withdraw funds until you comply with our requests for information. You can view your withdrawal limit, if any, by logging into your Account and clicking on the View Limits link on the Account Overview page. In addition, we may delay withdrawals of large sums of money while we perform a risk review.

  6. Closing Your Account.
    1. How to Close Your Account.

      You may close your Account at any time by following the instructions in your Account Profile. Upon Account closure, we will cancel any pending transactions and you will forfeit any balances associated with Redemption Codes, unless otherwise legally prohibited. You must withdraw your balance prior to closing your Account.

    2. Limitations on Closing Your Account.

      You may not evade an investigation by closing your Account. If you close your Account while we are conducting an investigation, we may hold your funds to protect SmoovPay, its parent, subsidiaries and affiliates or a third party against the risk of Reversals, Chargebacks, Claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.

  7. SmoovPay Buyer Protection.
    1. Types of Problems Covered.

      SmoovPay Buyer Protection helps you if you encounter either of these problems:

      • "Item Not Received" (INR): You did not receive the item you paid for with SmoovPay; or

      • "Significantly Not as Described" (SNAD) You received an item you paid for with SmoovPay but it is Significantly Not as Described (SNAD).

      If your problem is a transaction that you did not authorize, please see section 8 below.

      An item is "Significantly Not as Described" (SNAD) if it is materially different from what the Seller described on its website or in the item listing. Here are some examples:

      • You received a completely different item. For example, you purchased a book and received a DVD or an empty box.

      • The condition of the item was misrepresented. For example, the description when you bought the item said “new” and the item was used.

      • The item was advertised as authentic but is not authentic.

      • The item is missing major parts or features which were not disclosed in its description when you bought the item.

      • You purchased three items from a Seller but only received two.

      • The item was materially damaged during shipment.

      An item is NOT Significantly Not as Described (SNAD) if it is materially similar to the Seller's item listing description. Here are some examples:

      • The defect in the item was correctly described by the Seller.

      • The item was properly described but you didn't want it after you received it.

      • The item was properly described but did not meet your expectations.

      • The item has minor scratches and was listed as used condition.
    2. Eligibility Requirements.
      a. To be eligible for SmoovPay Buyer Protection you must meet all of the following requirements:

      • Pay for the full amount of the item with one payment from your Account. Items purchased with multiple payments or installments are not eligible.

      • Send the payment to the Seller in the following manners:

      • through the Send Money tab on the SmoovPay website, by clicking the “Purchase” tab, or by selecting the “Checkout with SmoovPay” button or otherwise selecting SmoovPay as part of a Seller’s checkout flow.

      • Open a Dispute within 45 Days of the date you sent the payment – then follow the online dispute resolution process described below under "Dispute Resolution"

      • Have an Account in good standing.

      b. For items purchased on SnapTreats, look for either a SmoovPay or SnapTreats buyer protection message in SnapTreats listing. If you see a message, and you meet the eligibility requirements, then your purchase is covered by SmoovPay Buyer Protection. The buyer protection message will vary based on SnapTreats website. If the listing does not include the buyer protection message, then it is not eligible for SmoovPay Buyer Protection.
    3. Ineligible Items.

      SmoovPay Buyer Protection only applies to SmoovPay payments for certain tangible, physical goods. Payments for the following are not eligible for reimbursement under SmoovPay Buyer Protection:

      • Intangible items, including Digital Goods (subject to exceptions as listed in Section 7.6)

      • Services

      • Real estate

      • Businesses (when you buy a business)

      • Vehicles, including motorcycles, caravans, aircrafts and boats

      • Custom made items

      • Travel tickets, including airline flight tickets

      • Items prohibited by SmoovPay's Acceptable Use Policy

      • Items which you collect in person, or arrange to be collected on your behalf, including at a retail point of sale

      • Industrial machinery used in manufacturing

      • Items equivalent to cash, including prepaid or gift cards

      • Personal Payments

      Even if your payment is not eligible for SmoovPay Buyer Protection, you can file a Dispute and resolve the issue directly with the Seller, however, SmoovPay will not find in your favor if you escalate a Dispute to a Claim when an item is not eligible for SmoovPay Buyer Protection.


    4. Coverage Amount.

      If you are eligible for SmoovPay Buyer Protection and SmoovPay finds in your favor on your Claim, SmoovPay will reimburse you for the full purchase price of the item and original shipping costs.

      SmoovPay will not reimburse you for the return shipping costs that you incur to return a Significantly Not as Described (SNAD) item to the Seller or other party specified by SmoovPay. If the Seller presents evidence that they delivered the goods to your address, SmoovPay may find in favor of the Seller for an Item Not Received (INR) Claim even if you did not receive the goods

    5. Dispute Resolution.

      If you are unable to resolve a problem directly with a Seller, you can go to the Resolution Center and follow this process:

      Open a Dispute. Open a Dispute within 45 Days of the date you made the payment to negotiate with the Seller for resolution of the Dispute.

      Escalate the Dispute to a Claim. If you and the Seller are unable to come to an agreement, you can escalate the Dispute to a Claim within 20 Days after opening the Dispute. You must wait at least 7 Days from the date of payment to escalate a Dispute for an Item Not Received (INR), unless the Dispute is for $2,500 USD or more (or other currency equivalent). If you do not escalate the Dispute to a Claim within 20 Days, SmoovPay will permanently close the Dispute.

      • Respond to SmoovPay's requests for information in a timely manner. During the Claim process, SmoovPay may require you to provide documentation to support your position.

      Claim Resolution Process. Once a Dispute has been escalated to a Claim, SmoovPay will make a final decision in favor of the buyer or the Seller. You may be asked to provide receipts, third party evaluations, police reports, or anything else that SmoovPay specifies. SmoovPay retains full discretion to make a final decision in favor of the buyer or the Seller. In the event that SmoovPay makes a final decision in favor of the buyer or Seller, each party must comply with SmoovPay’s decision. SmoovPay will generally require the buyer to ship an item that the buyer claims is SNAD back to the Seller (at the buyer’s expense), and SmoovPay will generally require a Seller to accept the item back and refund the buyer the full purchase price plus original shipping costs. In the event a Seller loses a Claim, the Seller will not receive a refund on his or her SmoovPay associated with the transaction. If you are a Seller and you lose a SNAD Claim because the item you sold is counterfeit, you will be required to provide a full refund to the buyer and you will not receive the item back (it will be destroyed).
    6. Digital Goods Micropayment Disputes and Claims

      Digital Goods are generally not eligible for coverage. However, if you file a Dispute for a Digital Goods, SmoovPay may, at its sole discretion, refund the transaction without requiring you to escalate the Dispute to a Claim.

      SmoovPay may limit the number of Digital Goods refunds that you may receive. If these are limited or if your purchase is not eligible for coverage, you will still be able to follow SmoovPay’s standard dispute resolution processes described in this Section 7 to attempt to resolve the issue with the Seller directly.

    7. Relationship between SmoovPay's protection programs and Chargebacks.

      Credit card Chargeback rights, if they apply, may be broader than SmoovPay’s protection programs. Chargebacks may be filed more than 45 Days after the payment, may cover unsatisfactory items even if they do not qualify as SNAD, and may cover intangible items. You may pursue a Dispute/Claim with SmoovPay, or you may contact your credit card company and pursue your Chargeback rights. You may not pursue both at the same time or seek a double recovery. If you have an open Dispute or Claim with SmoovPay, and also file a Chargeback with your credit card company,

      SmoovPay will close your Dispute or Claim, and you will have to rely solely on your Chargeback rights.

      Before contacting your card issuer or filing a Dispute with SmoovPay, you should contact the Seller to resolve your issue in accordance with the Seller’s return policy as stated on their auction or website.

    8. No Double Recovery.

      You may not file a Dispute/Claim, or receive a recovery, for a purchase under SmoovPay Buyer Protection if you have already received a recovery for that purchase directly from the Seller or your credit card company.

  8. Errors and Unauthorized Transactions.
    1. Protection for Unauthorized Transactions and Errors.

      When an Unauthorized Transaction or an Error occurs in your Account, SmoovPay will cover you for the full amount of every eligible Unauthorized Transaction or Error so long as you follow the procedures discussed below.

      An Unauthorized Transaction occurs when a payment is sent from your Account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your Account, and sends a payment from your Account, an Unauthorized Transaction has occurred. If you give someone access to your Account (by giving them your login information) and they conduct transactions without your knowledge or permission, you are responsible for any resulting use.

    2. Notification Requirements.
      a. You should immediately notify SmoovPay if you believe:

      • there has been an Unauthorized Transaction or unauthorized access to your Account;

      • there is an Error in your Account history statement (you can access your Account history by logging into your Account and clicking on a link to “View all of my transactions” ) or in your transaction confirmation sent to you by email;

      • your password or SmoovPay Mobile PIN has been compromised;

      • your SmoovPay Mobile-activated phone has been lost, stolen or deactivated; or

      • you need more information about a transaction listed on the statement or transaction confirmation.


      b. To be eligible for protection for Unauthorized Transactions, you must notify us within 30 Days after any Unauthorized Transaction first appears in your Account history statement. We will extend the 60 Day time period if a good reason, such as a hospital stay, kept you from notifying us within 60 Days. You should regularly log into your Account and review your Account history statement to ensure that there has not been an Unauthorized Transaction or Error. SmoovPay will also send an email to the primary email address you have provided in order to notify you of each transaction from your Account. You should also review these transaction confirmations to ensure that each transaction was authorized and is accurate.
      For Unauthorized Transactions or Errors in your Account, notify us as follows:

      • Email us at report@smoovpay.com

      • Use this form to file a report in the SmoovPay Security Center; or

      • Call SmoovPay Customer Service at +65 62539198 (in Singapore).

      When you notify us, provide us with all of the following information:

      • Your name and email address registered to your Account;

      • A description of any suspected Unauthorized Transaction or Error and an explanation as to why you believe it is incorrect or why you need more information to identify the transaction; and

      • The amount of any suspected Unauthorized Transaction or Error.
      If you notify us orally, we may require that you send us your complaint or question in writing within 10 Business Days. During the course of our investigation, we may request additional information from you.
    3. SmoovPay Actions after Receipt of Your Notification.

      Once you notify us of any suspected Unauthorized Transaction or Error, or we otherwise learn of one, we will do the following:

      • We will conduct an investigation to determine whether there has been an Unauthorized Transaction or Error that is eligible for protection.

      • We will complete our investigation within 10 Business Days of the date we received your notification of the suspected Unauthorized Transactions or Error. If your Account is new (the first transaction from your Account was less than 30 Business Days from the date you notify us), we may take up to 20 Business Days to complete this investigation. If we need more time, we may take up to 45 Days to complete our investigation (or up to 90 Days for new Accounts, or if your transaction was at a point of sale where you were physically present, or a foreign initiated transaction).

      • If we decide that we need more time to complete our investigation, we will provisionally credit your Account for the amount of the suspected Unauthorized Transaction or Error.

      • We will inform you of our decision within 3 Business Days after completing our investigation. If we determine that there was an Unauthorized Transaction or Error, we will promptly credit the full amount into your Account within 3 Business Day of our determination. Or, if you have already received a provisional credit, you will be allowed to retain those amounts. If we decide that there was not an Unauthorized Transaction or Error, we will include an explanation of our decision in our email to you. If you received a provisional credit, we will remove it from your Account and notify you of the date and amount of the debit. You may request copies of the documents that we used in our investigation.
    4. SmoovPay Errors.

      We will rectify any Error that we discover. If the Error results in your receipt of less than the correct amount to which you are entitled, SmoovPay will credit your Account for the difference. If the Error results in your receipt of more than the correct amount to which you are entitled, SmoovPay will debit the extra funds from your Account.


    5. Your Errors.

      If you erroneously send a payment to the wrong party, or send a payment for the wrong amount (based on a typographical error, for example), your only recourse will be to contact the party to whom you sent the payment and ask them to refund the payment. SmoovPay will not reimburse you or reverse a payment that you have made in error.


  9. Restricted Activities.
    1. Restricted Activities.

      In connection with your use of our website, your Account, the SmoovPay Services, or in the course of your interactions with SmoovPay, other Users, or third parties, you will not:

      a. Breach this Agreement, Merchant Acceptable Use Policy, Acceptable Use Policy or any other Policy that you have agreed to with SmoovPay;

      b. Violate any law, statute, ordinance, or regulation;

      c. Infringe SmoovPay's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

      d. Sell counterfeit goods;

      e. Investment related activities;

      f. Product or services with prolonged fulfillment period that is beyond the duration provided in the withdrawal assessment;

      g. Act in a manner that is defamatory, trade libelous, threatening or harassing;

      h. Provide false, inaccurate or misleading Information;

      i. Engage in potentially fraudulent or suspicious activity and/or transactions;

      j. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

      k. Receive or attempt to receive funds from both SmoovPay and the Seller, bank or credit card issuer for the same transaction during the course of a dispute;

      l. Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;

      m. Conduct your business or use the SmoovPay Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to SmoovPay, other Users, third parties or you;

      n. Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the SmoovPay Services;

      o. Use your Account or the SmoovPay Services in a manner that SmoovPay, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;

      p. Allow your Account to have a negative balance;

      q. Provide yourself a cash advance from your credit card (or help others to do so);

      r. Access the SmoovPay Services from a country that is not listed on SmoovPay's Worldwide page.

      s. Disclose or distribute another User's Information to a third party, or use the Information for marketing purposes unless you receive the User’s express consent to do so;

      t. Send unsolicited email to a User or use the SmoovPay Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;

      u. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

      v. Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;

      w. Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;

      x. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the SmoovPay Services; or

      y. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
  10. Your Liability - Actions We May Take.
    1. Your Liability.
      a. General. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by SmoovPay, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the SmoovPay Services. You agree to reimburse SmoovPay, a User, or a third party for any and all such liability.

      b. Liability for Claims under SmoovPay Buyer Protection. If you are a Seller and you lose a Claim filed directly with SmoovPay, you will be required to reimburse SmoovPay for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back), and the SmoovPay Fees that you were charged for the transaction. SmoovPay Seller Protection will cover your liability for eligible Claims based on Item not Received, and eligible Unauthorized Transactions - see Section 9 above. If a buyer files a Significantly Not as Described (SNAD) Claim for an item he or she purchased from you, you will generally be required to accept the item back and refund the buyer the full purchase price plus original shipping costs. You will not receive a refund on your SmoovPay Fees. Further, if you lose a SNAD Claim because we, in our sole discretion, reasonably believe the item you sold is counterfeit, you will be required to provide a full refund to the buyer and you will not receive the item back (it will be destroyed). SmoovPay Seller Protection will not cover your liability for SNAD Claims.
    2. Reimbursement for Your Liability.

      In the event that you are liable for any amounts owed to SmoovPay, SmoovPay may immediately remove such amounts from your balance. If you do not have a balance that is sufficient to cover your liability, your remaining balance (if any) will be removed, your Account will have negative balance up to the amount of your liability, and you will be required to immediately Add Funds to your Balance or reimburse SmoovPay through an alternative method. If you do not do so, SmoovPay may engage in collection efforts to recover such amounts from you.


    3. Actions by SmoovPay – Restricted Activities.

      If SmoovPay, in its sole discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect SmoovPay, its parent, subsidiaries and affiliates, other Users, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

      a. We may close, suspend, or limit your access to your Account or the SmoovPay Services;

      b. We may refuse to provide the SmoovPay Services to you now and in the future;

      c. We may proceed to refund cardholders transaction(s) with notification made to you if SmoovPay believes there may be a high level of risk associated with you, your Account, or any or all of your transactions based on different factors and SmoovPay may rely on information it receives from third parties including but not limited to Banks, Cardholders and Regulatory Bodies;

      d. We may hold your funds for a period of time reasonably needed to protect against the risk of liability to SmoovPay or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions; and

      e. Funds held for a period of time with either be released back to you as a standard withdrawal process or the funds may be refunded back to the cardholders directly without being kept in our stored value facility.
    4. Actions by SmoovPay - Holds.
      a. Risk-Based Holds. SmoovPay, in its sole discretion, may place a hold on any or all of the payments you receive when SmoovPay believes there may be a high level of risk associated with you, your Account, or any or all of your transactions. SmoovPay’s determination may be based on different factors and SmoovPay may rely on information it receives from third parties. If SmoovPay places a hold on a payment, the funds will appear in your “pending balance” and the payment status will indicate the hold, for example it can show as “Completed - Funds not yet available.” If SmoovPay places a hold on any or all of the payments you receive, SmoovPay will provide you with notice of our actions. SmoovPay will release the hold on any payment after 30 Days from the date the payment was received into your Account unless SmoovPay has a reason to continue to hold the payment such as (a) the receipt of a Dispute, Claim, Chargeback, or Reversal, (b) SmoovPay believes that you have violated the terms of this Agreement or any other Policy and that such a violation results in the need to continue holding the funds, or (c) SmoovPay believes that you may be engaging in potentially fraudulent or suspicious activity and/or transactions. In such an event, SmoovPay may continue holding the payment in your Account until the matter is resolved pursuant to this Agreement. SmoovPay, in its sole discretion, may release the hold earlier under certain circumstances, for example when you upload tracking information of the item you shipped.

      b. Disputed Transaction Holds. If a User files a Dispute, Claim, Chargeback or Reversal on a payment you received, SmoovPay may place a temporary hold on the funds in your Account to cover the amount of the liability. If you win the dispute or the transaction is eligible for SmoovPay Seller Protection, SmoovPay will lift the temporary hold. If you lose the dispute, SmoovPay will remove the funds from your Account.
    5. Actions by SmoovPay - Reserves.

      SmoovPay, in its sole discretion, may place a Reserve on funds held in your Premier or Business Account when SmoovPay believes there may be a high level of risk associated with your Account. If SmoovPay places a Reserve in your Account, transactions will be shown as "pending" in your SmoovPay balance, and you will not have access to funds in a “pending” status until they are cleared. If your Account is subject to a Reserve, SmoovPay will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of the amounts received into your Account are held for a certain period of time, or that a certain amount of money is held in Reserve, or anything else that SmoovPay determines is necessary to protect against the risk associated with your Account. SmoovPay may change the terms of the Reserve at any time by providing you with notice of the new terms.

    6. Actions by SmoovPay - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria.

      SmoovPay, in its sole discretion, reserves the right to terminate this Agreement and/or access to the SmoovPay Services for any reason and at any time upon notice and payment to you of any unrestricted funds held in your balance. If we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions, and the opportunity to request restoration of access if, in our sole discretion, we deem it appropriate. Further, you acknowledge that SmoovPay’s decision to take certain actions, including limiting access to your Account, placing holds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of Users’ Accounts and the SmoovPay system. You agree that SmoovPay is under no obligation to disclose the details of its risk management or its security procedures to you.

    7. Acceptable Use Policy Violations.

      If you violate the Acceptable Use Policy then in addition to the above actions you will be liable to SmoovPay for the amount of SmoovPay’s damages for each violation of the Acceptable Use Policy. You agree that $2,500.00 USD (or equivalent) per transaction in violation of the Acceptable Use Policy is presently a reasonable minimum estimate of SmoovPay’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to SmoovPay that reasonably could be anticipated because due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. SmoovPay may deduct such damages directly from any existing balance in the offending Account, or any other Account you control.

  11. Disputes with SmoovPay.
    1. Contact SmoovPay First.

      If a dispute arises between you and SmoovPay, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and SmoovPay regarding the SmoovPay Services may be reported to Customer Service online through the SmoovPay Help Center, or by calling +65 62539198 from 8am to 8pm, UTC+0800 Singapore Time.

    2. Arbitration.

      For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD (or other currencies equivalents), the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through the Singapore International Arbitration Centre or any other established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

    3. Law and Forum for Disputes.

      Except as otherwise agreed by the parties or as described in Section 11.2 above, you agree that any claim or dispute you may have against SmoovPay must be resolved by a court located in Singapore or where the defendant is located. You agree to submit to the personal jurisdiction of the courts located within Singapore for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of Singapore as such laws are applied to agreements entered into and to be performed entirely within Singapore, without regard to conflict of law provisions.

    4. Improperly Filed Litigation.

      All claims you bring against SmoovPay must be resolved in accordance with Section 11 of this Agreement. All claims filed or brought contrary to Section 11 shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to Section 11, SmoovPay may recover attorneys’ fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that SmoovPay has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

    5. Notices to You.

      You agree that SmoovPay may provide you Communications about your Account and the SmoovPay Services electronically. SmoovPay reserves the right to close your Account if you withdraw your consent to receive electronic Communications. Any electronic Communications will be considered to be received by you within 24 hours of the time we post it to our website or email it to you. Any notice sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.

    6. Notices to SmoovPay

      Except as otherwise stated above in Section 8 (Errors and Unauthorized Transactions) and Section 11.1, notice to SmoovPay must be sent by postal mail to: SmoovPay Pte. Ltd. - Braddell Tech 15 Lorong 8 Toa Payoh #05-09 Singapore 319262

    7. Insolvency Proceedings.

      If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, SmoovPay will be entitled to recover all reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement of this Agreement.

    8. Release of SmoovPay.

      If you have a dispute with one or more Users, you release SmoovPay, its parent, subsidiaries and affiliates, (and their officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

  12. General Terms.
    1. Limitations of Liability.

      IN NO EVENT SHALL WE, SUBSIDIARIES AND AFFILAITES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SMOOVPAY SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIIDAREIS AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

    2. Services Limitation.

      SmoovPay is not a bank and the SmoovPay Services are payment processing services rather than banking services. SmoovPay is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian. SmoovPay does not have control of, nor liability for, the products or services that are paid for with the SmoovPay Services. We do not guarantee the identity of any User or ensure that a buyer or a Seller will complete a transaction.

    3. No Warranty.

      THE SMOOVPAY SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SMOOVPAY, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SmoovPay does not have any control over the products or services that are paid for with the SmoovPay Services and SmoovPay cannot ensure that a buyer or a Seller you are dealing with will actually complete the transaction or is authorized to do so. SmoovPay does not guarantee continuous, uninterrupted or secure access to any part of the SmoovPay Services, and operation of our site may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of our control. SmoovPay will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but SmoovPay makes no representations or warranties regarding the amount of time needed to complete processing because the SmoovPay Services are dependent upon many factors outside of our control, such as delays in the banking system or mail service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from country to country.


    4. Indemnification.

      You agree to defend, indemnify and hold SmoovPay, its parent, subsidiaries and affiliates, and our officers, directors, agents, joint ventures, employees and suppliers harmless from any claim, demand (including attorneys’ fees), fine, or other liability incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the SmoovPay Services.


    5. License Grant.

      If you are using SmoovPay software such as an API, developer's toolkit or other software application that you have downloaded to your computer, device, or other platform, then SmoovPay grants you a revocable, non-exclusive, non-transferable license to use SmoovPay's software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all SmoovPay documentation accompanying the SmoovPay Services. If you do not comply with SmoovPay's implementation and use requirements you will be liable for all resulting damages suffered by you, SmoovPay and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to SmoovPay's software are owned by SmoovPay. Any third party software application you use on the SmoovPay website is subject to the license you agreed to with the third party that provides you with this software. SmoovPay does not own, control nor have any responsibility or liability for any third party software application you elect to use on the SmoovPay website and/or in connection with the SmoovPay Services. If you are using the SmoovPay Services on the SmoovPay website, or other website or platform hosted by SmoovPay, or a third party, and are not downloading SmoovPay's software or using third party software applications on the SmoovPay website, then this section does not apply to your use of the hosted SmoovPay Services.


    6. Intellectual Property.

      "SmoovPay.com," "SmoovPay”, “SmoovPay.com.br”, “SmoovPay.com.cn”, “SmoovPay.com.c2”, “SmoovPay.com.hk”, “SmoovPay.co.il”, “SmoovPay.co.jp”, “SmoovPay.com.mx”, “SmoovPay.com.tr”, “SmoovPay.com.sg” and all other URLs, logos and trademarks related to the SmoovPay Services are either trademarks or registered trademarks of SmoovPay or its licensors. You may not copy, imitate or use them without SmoovPay's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SmoovPay. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by SmoovPay through our merchant services, auction tools features or affiliate programs without prior written consent for the purpose of directing web traffic to the SmoovPay Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to SmoovPay or the SmoovPay Services or display them in any manner that implies SmoovPay's sponsorship or endorsement. All right, title and interest in and to the SmoovPay website, any content thereon, the SmoovPay Services, the technology related to the SmoovPay Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of SmoovPay and its licensors.


    7. Calls to You; Mobile Telephone Numbers.

      By providing SmoovPay a telephone number (including a mobile telephone number), you consent to receiving calls, including autodialed and prerecorded messages from SmoovPay at that number. If we determine that a telephone number you have provided to us is a mobile telephone number, we may categorize it as such in our systems and in your Account Profile, and you consent to receive text messages from us about your use of the SmoovPay Services at that number.


    8. Marketing.

      If you receive Information about another User through the SmoovPay Services, you must keep the Information confidential and only use it in connection with the SmoovPay Services. You may not disclose or distribute a User's Information to a third party or use the Information for marketing purposes unless you receive the User's express consent to do so.


    9. Password Security.

      You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the SmoovPay Services.


    10. Taxes.

      It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. SmoovPay is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services from a foreign entity. In addition, you may be subject to VAT, sales tax, income tax, or other tax liabilities as a seller of goods or services. It is your responsibility to check with your local tax advisor to determine which taxes apply to you, and it is your responsibility to pay such taxes to the appropriate tax authority. All Fees related to the SmoovPay Services are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country are your sole responsibility.


    11. Complete Agreement and Survival.

      This Agreement, along with any applicable Policies on the SmoovPay website, sets forth the entire understanding between you and SmoovPay with respect to the SmoovPay Services. Sections 6 (Closing Your Account), 10 (Your Liability – Actions We May Take), 11 (Disputes with SmoovPay), 12 (General Terms) and 13 (Definitions) as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.


    12. Assignment.

      You may not transfer or assign any rights or obligations you have under this Agreement without SmoovPay's prior written consent. SmoovPay reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.


    13. Translated Agreement.

      Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall apply.


    14. No Waiver.

      Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.


    15. Assumption of Rights.

      If SmoovPay pays out a Claim, Reversal or Chargeback that you file against a recipient of your payment, you agree that SmoovPay assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in SmoovPay's discretion.


  13. Definitions.

    "Account" or "SmoovPay Account" means a Personal, Premier or Business SmoovPay Account.

    “Account Profile" means the location on our website where you can, after logging in, view and manage your profile, including your personal information, Payment Method details, Preapproved Payments authorizations, your selling tools, and your Account settings including your notification preferences and API Access permissions.

    "Add Funds" or "Top Up" means your ability to transfer money from your bank account to your SmoovPay Account.

    "Authorize" or "Authorization" means a buyer’s express authorization to a Merchant to collect a payment from the buyer’s SmoovPay Account.

    "Business Account" means an Account used primarily for business purposes and not for personal, family, or household purposes.

    "Chargeback" means a request that a buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.

    "Claim" means a challenge to a payment that a User files directly with SmoovPay in the Online Resolution Center pursuant to Section 7 of this Agreement.

    "Commercial Entity Agreement" means the agreement that commercial entities are required to enter into directly with SmoovPay's payment processor(s).

    "Commercial Payment" means as defined in Exhibit A (Fees) below.

    "Communications" means any Account or transaction information that SmoovPay provides to you, including: any Policies you agree to, including updates to these Policies; annual disclosure; transaction receipts or confirmations; Account statements and history; and tax statements we are required to make available to you.

    "Customer Service" is SmoovPay's customer support which can be accessed online through the SmoovPay Help Center at any time, or by calling +65 62539198 from 8am to 8pm, UTC+0800 Singapore Time.

    "Days" means calendar days.

    "Default Payment Methods" means the order in which SmoovPay uses your Payment Methods to fund a transaction if you do not select a Preferred Payment Method.

    "Digital Goods" means goods that are delivered and used in an electronic format.

    "Dispute" means a dispute filed by a User directly with SmoovPay in the Online Resolution Center pursuant to Section 7 of this Agreement.

    "Error" means a processing error made by SmoovPay or its suppliers in which your Account is mistakenly debited or credited.

    "Information" means any Account information that you provide to us, including but not limited to personal information, financial information, or other information related to you or your business.

    "Instant Transfer" means a payment funded using the sender's bank account in which SmoovPay credits the recipient instantly.

    "Item Not Received" means a challenge to a payment from a User claiming that the item purchased was not received.

    "Mass Payments" means the ability to send multiple payments at the same time.

    "Merchant" and "Seller" are used interchangeably and mean a User who is selling goods and/or services and using the SmoovPay Services to receive payments.

    "Micropayments for Digital Goods" means the SmoovPay Service offered to certain qualifying Merchants who sell Digital Goods that, among other things, offers micropayments pricing and integrated website tools.

    "No Log-In Payment" means a SmoovPay payment that is made without the sender having to log into his/her Account.

    "Payment Method" means the payment method used to fund a transaction. The following payment methods may be used to fund a transaction (subject to availability): credits balance, credit card and debit cards.

    "SmoovPay", "we","us" or "our"means SmoovPay Pte. Ltd.

    "SmoovPay Mobile" means a SmoovPay Service that allows you to send and receive payments through your mobile phone.

    "SmoovPay Services" means all our products and services and any other features, technologies and/or functionalities offered by us on our website or through any other means.

    "Policy" or "Policies" means any Policy or other agreement between you and SmoovPay that you entered into on the SmoovPay website, or in connection with your use of the SmoovPay Services.

    "Preapproved Payment" means a payment in which the recipient is provided advance Authorization to debit the sender’s Account directly on a one-time, regular, or sporadic basis in accordance with the recipient’s agreement with the sender. Preapproved Payments are sometimes called "subscriptions", “automatic payments”, “automatic billing” or "recurring payments."

    "Preferred Payment Method" means a Payment Method that you select to fund a payment instead of using the Default Payment Methods.

    "Redemption Code" means the sequence of letters, numbers, and/or symbols placed on gift certificates, promotional coupons or other promotional offers and used to obtain a benefit..

    "Reserve" means a percentage of the funds received into your Account that we hold in order to protect against the risk of Reversals, Chargebacks, Claims or any other liability related to your Account and/or use of the SmoovPay Services.

    "Restricted Activities" means those activities described in Section 10 of this Agreement.

    "Reversal" means SmoovPay reverses a payment you received because (a) it is invalidated by the sender's bank, (b) it was sent to you in Error by SmoovPay, its parent, subsidiaries, affiliates or any direct or indirect SmoovPay subsidiary, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated this Agreement, the SmoovPay Acceptable Use Policy, or any other Policy, or (e) SmoovPay decided a Claim against you.

    "Seller" – see "Merchant" definition.

    "Significantly Not as Described" has the definition provided in Section 7.1 of this Agreement.

    "Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

    "Top Up" – see “Add Funds” definition.

    "Transaction Details Page" means the page on the SmoovPay website titled "Transaction Details" that displays information about the transaction. This page is accessible from the "Details" link on the "Overview" and "History" subtabs of the "My Account" tab on the SmoovPay website.

    "Verified Account" means an Account status that reflects that SmoovPay has verified that an Account holder has legal control of one or more of his or her Payment Methods. A Verified Account status does not constitute an endorsement of a User or a guarantee of a User's business practices.

    "Unauthorized Transaction" means as defined in Section 8.1 of this Agreement.