MASTER TERMS AND CONDITIONS
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1. DEFINITIONS
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1.1 In this Schedule, unless the context otherwise requires, the following words and expressions shall bear the following meanings, ascribed to them below:
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a. “Acceptable Use Policy” means acceptable use of the CPT, the Services, and the Platform, as set out in Schedule III of the Agreement and updated from time to time.
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b. “Affiliate” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.
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c. “Agreement” shall mean the Product and Service Agreement executed by and between M/s. FlexM Private Limited and the Client.
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d. “Authorised User” means any person authorized by the Client from time to time to use the Services in relation to the FlexBiz Account.
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e. "Authorized Signatory" shall mean any such person/s as appointed by the Parties as its authorized signatory and shall also include any such change in authorized signatory from time to time
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a. “Applicable Law” shall mean the law as applicable and binding on the Territory and therefore on the Client and/or the Provider:
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i. any Applicable Law, statute, regulation, bye law or subordinate legislation in force from time to time to which a Party is subject and/or in the Territory;
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ii, the common Applicable Law and Applicable Laws of equity as applicable to the Territory from time to time;

iii, any binding court order, judgment or decree passed by the an authority having jurisdiction over the Territory

iv, Data Protection Legislation as may be applicable to the Territory; or

v, any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over the Territory;
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and such law as may be amended from time to time.
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f. “Brand” shall mean the brand names “FlexBiz” owned by the Provider which have either been registered or in the process of being registered and shall include all future brands owned by the Provider.
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g.“Business Day” shall mean any official working day of the Parties which does not include any days of public holiday in the Territory or a sudden declared holiday due to any reason.
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h. "Business Hours" shall mean the hours between 9:00 am to 5:00 pm Territory time on a Business Day.
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i. "Control(s)" shall mean the legal authority to control directly or indirectly the management of an entity.
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j. “Confidential Information” shall mean and denote any and all technical and business information disclosed by the disclosing Party to the receiving Party in any manner or form and that relates to a disclosing Party’s business or the Parties’ business relationship hereunder, including, but not limited to, information concerning finances, products, services and suppliers, and shall include Provider Data, and the terms of the Service Schedule and the Schedules. Any Confidential Information disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure. Confidential Information shall not include information which (i) is in or comes into the public domain without breach of the Schedule by the receiving Party; (ii) was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use; (iii) is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or (iv) is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.
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k. “Collection Services” shall mean the service of collecting or receiving funds in the Client Currency Account from payers in the Supported Jurisdictions.
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l. “Client” shall mean the party with whom FlexBiz has entered into the Agreement, in accordance with which the Services will be provided.

m. “Client Currency Account” shall mean the virtual unnamed single currency account, linked to the unique Account Details, assigned to the Client for facilitating the Services through FlexBiz.
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n. “Client Materials” means any systems, software, materials, data, content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Client to FlexBiz and used by FlexBiz directly or indirectly in connection with the supply of the Services.
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o. “Company Proprietary Technology(ies) (CPT)” means the proprietary technology of FlexBiz business account and payment services including the Providers’ software tools, hardware designs, algorithms, software (in object code forms), user interface designs, architecture, frameworks, template forms, libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related Intellectual Property rights throughout the world, (whether owned by the Provider or licensed to the Provider with the right of sublicenses, from a third party).
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p. “Electronic Instruction” means any instruction, communication, order, message, data, information or other material from the Client or the Provider’s Authorised Users in relation to the Services.
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q. "Fees" shall mean the consolidated amounts specified in Clause 8 to the Agreement and the Pricing Annexure and the amended amounts as may be agreed in writing by the Parties from time to time.
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r. "Force Majeure Event" an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the Applicable Law, disasters, explosions, fires, floods, epidemics, pandemics, riots, government enforced lockdown, terrorist attacks, wars and major currency devaluation.
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s. “FlexBiz Account” means the Client’s account which has been opened with the Provider.
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t. “Intellectual Property” means all rights, title and interest whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights and these "intellectual property rights" arising under Applicable Law, whether or not filed, perfected, registered or recorded:
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i. all Copyrights, designs, and copyrightable works;
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ii. all Trademarks, service mark, trade name, service name, trade dress, brand names, business and product names, logos, slogans;

iii. all Domain Names;

iv. all patents and inventions;

v. all know-how, confidential information, database including Provider Data, data collections, technology, technical data, trade secrets, manufacturing and service processes, systems and techniques, product recipes, protocols, research and development information (including all research and development data, experimental and project plans and pipeline product information), formulas, business and marketing plans, sales network, service network, client and suppliers lists, industrial models, technical drawings, statistical models, computer programs including all source code, object code, firmware, development tools, files, and other documentation, and other proprietary documentation and information of every kind;
vi. all copies and tangible embodiments of any of the foregoing (in whatever form or medium);
vii. all applications made for registration of any of the above; and
viii. all common Applicable Law rights relating to the above,
each as relates to the CPT, the Services and the Brand.
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u. “Intellectual Property Rights” has the meaning given to it in Clause 10.
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v. “Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.
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w. “Key Members/Personnel” shall mean the key managerial personnel of the Parties and include any such person/persons so appointed by the Parties to such designation from time to time.
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x. “Network Rules” means the guidelines, bylaws, rules, schedules and regulations imposed by the financial services providers that operate payment networks supported by FlexBiz  from time to time.
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y. “Personal Data” shall mean the personal data or information of the like, defined under the Data Protection Legislation applicable in the Territory.
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z. “Provider Data” shall mean any data, materials, works pertaining to the Provider that may be shared with the Client in relation to the Services.

aa. “Provider Group” means FlexBiz and its related entities, including any of FlexBiz’s subsidiaries, FlexBiz’s holding company and its subsidiaries (in each case wheresoever situated).
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bb. “Payout Services” shall mean all or part of the Payout services corresponding to the CPT, as specified in Clause 3 of the Agreement, which will be made available by the Provider to the Client as per the terms of the Agreement and its Schedules.

cc. “Payout” has the meaning given in Clause 3.3 of the Agreement.

dd. “Platform”  means the backend administration and electronic platform/portal, including URL or such sub-domain or additional or replacement website(s) and login information, supporting the reporting, reconciliation and dashboard, for the CPT and the Services, that allows the Client to use the Services, and includes any mobile or desktop application through which the Platform may be accessed.

ee. "Provider" includes:
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i. any person to whom FlexBiz outsources certain functions or activities to allow FlexBiz to operate and/or provide the Platform and relevant Services;
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ii. any government, regulator, law enforcement agency, financial institution, and ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the provision of relevant Services; and
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iii. the Provider’s agents or storage or archival service providers for the purpose of making, printing, recording, mailing, storage, and/or filing any documents or items on which such information appear.
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ff. "Schedule" shall mean this Master Terms & Conditions as may be amended, modified or supplemented from time to time, in accordance with its terms.

gg. “Services” shall mean all the services rendered by the Provider to the Client through the CPT and the Platform, as captured in the Agreement.

hh. “Statement” has the meaning given in Clause 21(b).

ii. “Territory” shall mean the territory of India

jj. “Trademarks” shall mean (a) all trademarks and service marks, whether they are registered, unregistered or pending registration, in the relevant Territory or the rest of the world, that are owned by, used by or applied for, by the Provider as regards the Brand/Services/CPTs, and includes the copyright, trademark and service marks in the representation, form and manner therein, (b) all common Applicable Law rights in the words and names in the Territory or anywhere else in the world; and (c) all rights to bring an action for passing off, infringement or any other action in respect thereto;

1.2 Other Definitions: In addition to the terms defined in this Clause 1, certain other terms are defined elsewhere in this Schedule and whenever such terms are used in this Schedule they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires. Provided that in the absence of a definition being provided for a term, word or phrase used in this Schedule, no meaning shall be assigned to such term, word, phrase which derogates or detracts from, in any way, the intent of this Schedule and the interests of the Parties.

1.3 Capitalised terms used in this Schedule but not defined herein shall have the meanings assigned to it under the Agreement or any of the other Schedules to the Agreement.

1.4 Interpretation: Unless the context otherwise requires in this Schedule:
words importing persons or Parties shall include firms and corporations and any organizations having legal capacity;

a. words importing the singular include the plural and vice versa where the context so requires;
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b. reference to any law shall include such law as from time to time enacted amended, supplemented or re-enacted;

c. reference to any enactment or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;

e. reference to any gender includes a reference to all other genders;

f. reference to the words "include" or "including" shall be construed without limitation;

g. any reference to a Party to this Schedule shall include, in the case of a body corporate, references to its successors and permitted assigns and in the case of a natural Person, to his or her heirs, executors, administrators and legal representatives, each of whom shall be bound by the provisions of this Schedule in the same manner as the Party itself is bound;
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h. reference to this Schedule or any other Schedule, deed or other instrument or document shall be construed as a reference to such Schedule, deed or other instrument or document as the same may from time to time be amended, varied supplemented or novated; and

i. the headings and titles in this Schedule are indicative only and shall not be deemed part thereof or be taken into consideration in the interpretation or construction hereof.

2. GENERAL TERMS AND CONDITIONS

a. This Master Terms and Conditions Schedule (“Schedule”) governs the Provider’s use of the Platform and the Services by establishing a legal agreement between the Parties.

b. This Schedule is available for public viewing on the Platform/official website of the Provider and is subject to frequent updating without prior intimation. The Client is required to stay updated with the most current version of this Schedule.
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c. Prior to the use of the Provider’s Services, the Client must register and create a FlexBiz Account. FlexBiz will conduct due diligence on the Client for know-your-Client purposes before approving creation of FlexBiz Account. The Client due diligence shall be performed as outlined in Clause 3 of this Schedule.

d. Upon approval and activation of the FlexBiz Account, the Client will gain access to the Provider’s Platform and Services. By using the Provider’s Services, the Client confirms acceptance and agreement to this Schedule in their most current form.

e. The Agreement and the Schedules referred to therein (collectively, the “Terms”) constitute the entire set of agreements between the Client and FlexBiz, and supersede all prior and contemporaneous agreements and understandings. Please read the Agreement carefully together with the Schedules (as applicable).
f. Changes to the Agreement and the Schedules:

(i). The Provider may amend, supplement, delete and/or vary any part of the Agreement and its Schedules at any time by posting a revised version on its official website/or by way of written intimation to the Client to that effect. Where appropriate, the Provider may give the Client notice of any changes to the Agreement, and such changes shall take effect on the date specified in the notice.

(ii). In the event the Client does not agree to the revised terms, the Client has the option to close its FlexBiz Account and cease use of the Services. The Client’s continued use of the Services after any such changes, shall constitute consent and acceptance of the Agreement (as may be revised from time to time).  

(iii). In some circumstances, the Provider may change the Agreement immediately. Notwithstanding Clause 2.4 (a), changes to the Agreement which are (1) more favourable to the Client; (2) required by Applicable Law or regulation; (3) related to the addition of a new Service or extra functionality to the existing Service; or (4) changes which neither reduce the Client’s rights nor increase Client responsibilities, will come into effect immediately.

3. CLIENT DUE DILIGENCE
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a. The Provider shall, at its own expense, comply with any Applicable Law, governmental law, statute, ordinance, administrative order, rule or regulation relating to its business or the delivery of CPT and Services under the Agreement, and shall procure all relevant licenses and pay all fees and other charges required thereby.

b. The Client shall, at its own expense, comply with any Applicable Law, governmental law, statute, ordinance, administrative order, rule or regulation relating to its business and all applicable legal and regulatory requirements needed to use the CPT and the Services. The Provider shall under no circumstance be responsible for any licenses required by the Client use the Services and shall not be responsible for any fees or charges payable by the Client for the same.

c. In their performance hereunder and every activity connected herewith, the Parties shall comply fully with all Applicable Law, ordinances, rules, and regulations, and when requested, shall furnish evidence satisfactory to the other Party of such compliance.

d. Client Due Diligence – The Provider may perform due diligence on the Client in accordance this Clause.

e. The Parties understand and agree that the Agreement will be effective subject to successful completion of due diligence of the Client by the Provider. The Client shall ensure that all necessary support and assistance is extended to the Provider in order to complete the due diligence formalities. It is agreed that in the event the due diligence exercise for any given reason is incomplete or unsatisfactory to the Provider, the Agreement along with all its Schedules shall become void and unenforceable at the end of the Client unless decided otherwise by and at the sole discretion of the Provider.

f. To comply with Applicable Law, FlexBiz may conduct Client due diligence checks on, the Client’s directors, partners, ultimate beneficial owners, employees (as applicable), and Authorised Users, along with any parties involved in the Client’s transactions or use of the Services. The Client must provide complete, accurate, and current information at all times and promptly supply any additional information FlexBiz requires within two (2) Business Days of the Provider’s request. FlexBiz may withhold Services until FlexBiz have received all necessary information and will not be liable for any loss resulting from the Provider’s failure or delay in providing the requested information.

g. The Client agrees that FlexBiz may, directly or through a third party, verify the information the Client provide, including checks on commercial databases or credit reports. FlexBiz may retain records of such checks as required by Applicable Law even after the Services have been terminated.

h. The Provider’s provision of the Services is subject to: (i) successful completion of the Client due diligence; and (ii) no significant changes to the Provider’s status during the term of these Terms.

i. If the Client does not pass the Provider’s Client due diligence checks conducted at the time of onboarding as well as periodically, FlexBiz reserves the right to deny the Client the Services without providing any reason.

4. TRANSACTION SCREENING
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a. The Client agrees and accepts that FlexBiz or the Service Provider may take such steps and require such information from the Client as FlexBiz deems necessary to:

i. verify and authorise the source of funds in the Client Currency Account;

ii. verify and authorise the identity and location of the recipient of the funds to be debited from the Client Currency Account; and/or

iii. verify the purpose of any other transaction relating to the FlexBiz Account and/or the Payout Service that the Client wishes to use,
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in each case when the Client operates or attempts to operate the Client’s FlexBiz Account and when the Client uses any of the Payout Services.
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b. Any transaction screening and verification check that the Provider (and, if applicable, any other Affiliate) performs may increase the time it takes to process the Client’s Electronic Instruction. The Client agrees and accepts that FlexBiz shall not be responsible or liable to the Client or any party for any losses, claims, damages, fees, costs, expenses or delays that may arise in connection with any such transaction screenings and verification checks.

5. THE PLATFORM
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a. The Client is hereby granted a non-exclusive, limited, non-transferable, freely revocable right to use the Platform. FlexBiz reserves all rights of the Platform that are not expressly granted herein. FlexBiz may terminate this right at any time without assigning any reason.

b. The FlexBiz Account gives the Client access to the Services and Platform functionality that FlexBiz may establish and maintain from time to time and in the Provider’s sole discretion. FlexBiz may maintain different types of FlexBiz Accounts for different types of users. The Services and Platform functionality available to the Client will vary based on the Territory of Service.

c. The Platform and Services may be available through different devices (for example, personal computers or mobile devices). The availability and features of the Platform and Services may vary depending on the type, system specifications and configuration of the device.
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d. The Client and the Client’s Authorised User’s access to the Platform and Services may be limited and subject to the Applicable Law of the Territory of the Client or Client’s Authorised User is located in. FlexBiz will not be responsible for any fees, charges and expenses such as data roaming charges or any other charges which may be imposed by the Client’s telecommunication or other service providers in connection with the access and use of the Platform and Services.

e. There may be circumstances where FlexBiz may need to change the frequency and manner of use of the Services, transaction limits, operating hours and types of facilities and Services. In certain situations, FlexBiz may have to suspend the Services without giving the Client or the Client’s Authorised User prior notice. Under such circumstances, FlexBiz will not be responsible for any inconvenience, loss, damage or injury suffered by the Client, the Client’s Authorised User, or any other third party.

f. FlexBiz may introduce new or different forms of authentication service when the Client or Client’s Authorised User wishes to access the Platform and use the Services. FlexBiz may replace the authentication service from time to time without prior notice to the Client or Client’s Authorised User.

6. ELECTRONIC INSTRUCTIONS
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a. Any electronic instruction relating to the operation of the Client’s FlexBiz Account (including any electronic instructions for the debiting and crediting of the Client’s Client Currency Account) (“Electronic Instructions”) must be directed to or via FlexBiz unless otherwise notified to the Client by FlexBiz.
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b. When the Client uses the FlexBiz Account, the Client is authorising FlexBiz to act as the Client’s intermediary only with respect to holding and sending funds.

c. The Client may give Electronic Instructions to FlexBiz to:

i. receive payments into or make payments out of the Client Currency Account on the Client’s FlexBiz Account, using such channels, payment gateways and methods as may be available on the Platform from time to time;and

ii. accept and act on Electronic Instructions from the Client’s Authorised Users, whether or not related to or employed by the Client’s company or business, relating to the operation of the Client’s FlexBiz Account.

d. In relation to the foregoing, the Client authorises and agrees that FlexBiz shall be entitled to send and disclose such Electronic Instructions from the Client to such other Affiliate(s) or party(ies) for the purposes of effecting the Client’s Electronic Instructions.

e. The Client acknowledges that cross-border money transfers the Client wishes to make from, or receive into the Client Currency Account, are subject to the applicable terms and conditions of the relevant Affiliate or Service Providers providing the cross-border money transfer service as set out on the Platform or otherwise notified to you. The Client is advised to read the applicable terms and conditions carefully before performing any cross-border money transfer. The Client can find the relevant terms as part of this Master Terms and Conditions.

f. FlexBiz shall be entitled to rely on any Electronic Instruction, notice, certificate, report or document believed by it to be genuine and correct and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such Electronic Instruction, notice, certificate, report or document, apart from its routine due diligence.
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g. Notwithstanding anything else herein contained, FlexBiz may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. In the event that FlexBiz receives Electronic Instructions which, in its opinion, are unclear or conflicting or which conflict with any of the provisions of the Agreement, it shall be entitled to refrain from taking any action until it receives such confirmations and clarification from the Client to its satisfaction.

h. The Provider shall have the right to determine the order of priority in effecting the Electronic Instructions and any other existing arrangements which the Client has made with the Provider.

i. Unless otherwise expressly provided, all Electronic Instructions shall continue in full force and effect until cancelled or superseded. Electronic Instructions may be reversed, amended, cancelled or revoked by the Client only with FlexBiz’s consent. If the Client has given the Provider Electronic Instructions to transfer funds from the Client Currency Account in error, the Provider will use reasonable efforts to recover the sum for the Client. An Electronic Instruction may not be reversed, amended, cancelled or revoked if FlexBiz reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation (such determination may take into account factors relating to the Affiliate(s) involved in the transaction, if applicable).

7. AUTHORISED USERS
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a. The Client may appoint an Authorised User to act on its behalf to conduct certain transactions or give Electronic Instructions to FlexBiz under the Terms.

b. The Client is responsible for ensuring each Authorised User is aware of and complies with this Schedule, any other Schedules with FlexBiz related to the use of the Platform and/or any Services, and the Terms. References to “Client,” shall include Authorised Users where contextually appropriate.

c. If the Client authorizes any person to give Electronic Instructions on the Client’s behalf, the Client is responsible for their actions and omissions, including any liabilities and losses arising from payments or transactions initiated or authorized by them.

d. The Client agrees that:

i. Authorised Users have the authority to provide Electronic Instructions for Services to FlexBiz on the Client's behalf;

ii. FlexBiz will rely on the authority of the Authorised User, and the Client will be bound by the actions of the Authorised Users until FlexBiz is notified in writing of any changes to their authorisation;

iii. the Client is responsible for ensuring appropriate persons are granted necessary authorisation as Authorised Users;

iv. FlexBiz may refuse access to Authorised Users if there are concerns about unauthorized or fraudulent access including reasons such as the Authorized User’s eKYC is not successful; and

v. the Client will promptly report to FlexBiz any infringements or unauthorized access to the Platform or any Services.

e. Disputes between the Client and an Authorised User regarding the FlexBiz Account or the Provider’s Services are the Client’s responsibility. FlexBiz is not a party to any claim or dispute between the Client and the Client’s Authorised Users.

8. FEE, CHARGES, INVOICING AND PAYMENT TERMS
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a. FlexBiz shall charge fees for the Services as stipulated in the Pricing Annexure (“Fees”).

b. The Fees may be subject to revision without prior notice to the Client or the Client’s Authorised Users. The Client’s or the Client’s Authorised User’s continued use of the Services after any such revision constitutes the Client’s consent to the revised Fees.

c. The Fees will be deducted from the FlexBiz Account or be invoiced to the Client for settlement in accordance with the terms specified in the Pricing Annexure, the Client’s order form, or in the relevant invoice. If the Client does not make payment of the Fees by the relevant due date, FlexBiz may charge a late fee and interest on the overdue amount and be entitled to suspend the Client’s access to the Platform or use of the Services until the overdue amount is paid in full.

d. If any amount owed to FlexBiz is outstanding, the Client agrees that such outstanding amount may at FlexBiz’s discretion be deducted from the FlexBiz Account. If the FlexBiz Account does not have enough funds to pay the amount owed to FlexBiz, FlexBiz may, at the Client’s own cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

e. The Client shall pay all invoiced amounts to FlexBiz in full without set-off or deduction of any kind on account of taxes, including where applicable goods and services, value added and/or withholding taxes. Accordingly, FlexBiz shall be entitled to gross up its invoices to include applicable taxes.

f. Taxes - All amounts payable under the Agreement are exclusive of any sales, use, excise, transfer, value-added, services, consumption, or other tax, duties, levies and other statutory charges, costs and fees (any increase or decrease in any such tax, payable from time to time) imposed on the provision of the CPT and Services to the Client by any taxing jurisdiction in which the Client is receiving or utilizing the CPT and Services, including the license ("Taxes") and shall be borne by the Client.  If the Client is required by law to make any deduction or withholding from any payment due the Agreement, then, the Client shall bear (gross up) and pay such amounts to the statutory authority within the prescribed time under the Applicable Law and shall provide the Provider with a certificate to such effect.
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g. If the Client has any dispute regarding the invoice amount, the same shall be communicated in writing to the Provider within two days from the date of invoice and both Parties shall act in good faith to resolve the dispute within reasonable time. In any event all undisputed amounts shall be paid by the Client within seven days of the Providers’ invoice. In the event that a payment of a valid invoice is not made within such seven day period, a delayed payment charge of 1% per day will be imposed for the period between the due date of invoice an the actual payment thereof.

h. All payments are to be made in the currency mentioned in the relevant invoices raised by the Provider.

9. SET OFF AND CONSOLIDATION
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a. If the Client owes the Provider any money, Fees, interest, commission, costs, tax, charges or other amounts (whether due immediately or later, whether liquidated or unliquidated), or if the Provider for any reason deems any transfer to be fraudulent, or if the Provider needs to reverse any transactions, the Provider shall have the right, at any time, without giving the Client notice, to set off and deduct from the Client Currency Account the amount owed, even if this would make the Client Currency Account(s) overdrawn. To do this, the Provider may also combine or consolidate all or any of the FlexBiz Accounts.

b. FlexBiz is entitled to apply any and all payments it receives from or for the FlexBiz Account in such manner and order and to such transaction as it may determine or select regardless of any specific appropriation made by the Client or any person making such payment(s).

10. INTELLECTUAL PROPERTY RIGHTS
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a. The contents on the Platform may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked, or otherwise used in any manner without FlexBiz’s prior written consent.

b. All trademarks, service marks, logos used on the Platform, patents, rights to inventions, copyright and related rights, trade names and domain names, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend) (collectively, the “Intellectual Property Rights”), are the property of the Provider Group and/or the respective third-party proprietors identified on the Platform. No license or right is granted, and access to the Platform and/or use of the Services should not be construed as granting any license or right to use any Intellectual Property Rights without prior written consent. No trademark, service mark, or logo used on the Platform may be used as a hyperlink or to mark any hyperlink to any Provider Group member's site or any other site without FlexBiz’s prior written consent.
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c. The Client agrees that FlexBiz may include the Client's name, trading name, logo, trade marks and general business information in FlexBiz’s promotional and marketing materials for the Services and on its websites without consent. The Client may at any time and upon reasonable notice in writing to FlexBiz request that FlexBiz ceases to use its name, logo, trade marks and general business information for these purposes.

d. The Client acknowledges that as part of the Agreement, Intellectual Property belonging to or rights thereof of the Provider may be involved which is and shall remain the property of the Provider and is in no manner transferred or conveyed unto the Client.

e. No right, title or interest is transferred by the owner of the Intellectual Property or holder of Intellectual Property rights to the other party in the Agreement and this Schedule in the names, trademarks, trade secrets, patents, pending patents, expertise, copyright and other Intellectual Property rights.

f. The Provider being the owner of its Intellectual Property or holder its Intellectual Property rights retains and shall retain full ownership of all technologies, inventions, designs and processes made prior to or during the Term of the Agreement.

g. The Provider shall remain the owner of its Intellectual Property Rights and know-how associated with the same. It is expressly agreed between the Parties that no title or ownership with regard to the Trademarks and all related Intellectual Property Rights and know-how of the Provider shall be transferred to the Client as a result of the Agreement.

h. In the event the Provider grants to the Client a license to use a CPT or a Service, the same shall be limited, personal, non-exclusive and non-transferable to use the Intellectual Property of the Provider, the Services and CPT for the Term of the Agreement strictly in accordance with its terms. The Client shall not be entitled to use the Intellectual Property of the Provider, the Services and CPT for any other purpose. In particular, and without limitation, the Client shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, or create derivative works of the CPT or the Service except as permitted by Applicable Law. Further, the Client shall have no right to sell, rent, lease, transfer, assign, or sub-licence the CPT or its rights under the Agreement without the Provider’s prior written consent or otherwise expressly permitted by the Agreement.

i. The Client shall not tamper with or use any Trademark or copyright or other Intellectual Property of the Provider. If any action directly or indirectly on the part of the Client infringe the use or ownership of the Trademark or other Intellectual Property of the Provider, the Provider will have the right to terminate the Agreement immediately. The Client unconditionally agrees that the Provider has the authority to proceed with any suitable legal action for such infringement or demand suitable monetary compensation from the Client, for which the Client undertakes liability.

j. The Client shall only have such rights to use the Intellectual Property and Trademarks of the Provider as the Provider shall prescribe.

k. No Party to the Agreement will act in any manner derogatory to the proprietary rights of the Provider over such its Intellectual Property.

Infringement by Third Parties:
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l. If the Client becomes aware that any other person, firm or company alleges that the Intellectual Property of the Provider, the CPT and/or Services is invalid or that use of such Intellectual Property infringes any Intellectual Property rights of another party, the Client shall as soon as reasonably possible give the Provider full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

m. The Client shall immediately notify the Provider of any known third party violation of Intellectual Property rights of the Provider and shall also provide all details, documents and assistance as may be required by the Provider from time to time to assist the Provider in taking any and all steps including legal proceedings for the protection of the Intellectual Property rights of the Provider.

n. The Client shall notify the Provider of any violation of the rights granted to the Client pursuant to the Agreement by any Third Party whenever such violation shall come to the Client's attention. The Client shall co-operate fully with the Provider if the Provider decides to claim, demand, file suits, initiate proceedings and take any action, as determined in the sole discretion of the Provider, against any Third Party who infringes or violates in any manner any of the rights of the Provider.

o. The Client shall co-operate fully with the Provider if the Provider decides to defend, compromise or settle, all actions, suits, proceedings, claims, and demands whatever their nature and however relating to, resulting from or in any way arising out of any or all of the rights of the Provider.

p. Brand and Trademark Ownership - The Client acknowledges the Provider’s exclusive ownership of the Brand and acquires no right, title or interest in or to the Trademarks hereunder. Any and all goodwill associated with the Brand will accrue exclusively to the benefit of the Provider. During the Term, the Client shall not attempt to register the Brand or any trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Brand. The Client shall execute such documents and do all such acts and things as may be necessary in the Provider’s reasonable opinion to establish the Provider’s ownership of any rights in and to the Brand, at the Provider’s expense. The Parties further agree that the Provider shall have the right to market the Client’s brand and such right shall in manner be construed as an ownership of the Client’s brand by the Provider and does not indicate a right, title or interest in the Client’s brand or trademarks.

11. RECORDS AND DATA
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a. FlexBiz will treat all Electronic Instructions as final and unconditional when FlexBiz receives them through the Platform. This means FlexBiz shall be entitled (but not obliged) to effect such Electronic Instructions without the Client’s further consent and notice to the Client.

b. The Provider’s records of Electronic Instructions and Services operations maintained by the Provider or by any relevant person authorized by the Provider shall be binding and conclusive on the Client for all purposes whatsoever.

c. When FlexBiz deals with you, FlexBiz will treat all such records as final evidence and the Client shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. The Client hereby agrees to waive any of the Client’s rights (if any) to object.

d. This provision shall also apply to all records maintained by Providers where applicable.

e. All records and data collected and maintained by the Provider shall be subject to the Data Privacy Policy under the Agreement.

12. CONFIDENTIALITY

a. All Confidential Information relating to FlexBiz and/or the Provider Group shall be subject to confidentiality under this Clause.

b. The Client hereby undertakes to take all necessary steps to protect the confidential nature of all Confidential Information belonging to FlexBiz and the Provider Group, Affiliates, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the FlexBiz Account.

c. The provisions of this Clause 12 shall survive the termination or expiry of the Agreement.

d. Each Party shall keep confidential all Confidential Information received from other Party under the Agreement and shall not disclose such Confidential Information to any third parties without the prior written permission of the disclosing Party or use them other than for the purposes specifically permitted under the relevant Services Schedule. The receiving Party agrees that Confidential Information may only be disclosed to the receiving Party's employees, consultants and advisors that are subject to a duty of confidentiality, even then, only to the extent that such employees, consultants and advisors have a specific need to know of the Confidential Information.  

e. Unless otherwise agreed to in advance, in writing, by the disclosing Party or except as expressly permitted by the Agreement, the receiving Party shall not, except as required by Applicable Law or court order, use or disclose to a third party any Confidential Information of the disclosing Party.

f. The receiving Party may disclose Confidential Information of the disclosing Party only to those of its Personnel or Key Members who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such Personnel or Key Members, such Personnel or Key Members shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Schedule.

h. In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Schedule by any of its Personnel or Key Members.
The receiving Party shall use the same degree of care to avoid disclosure of the disclosing Party’s Confidential Information as the receiving Party employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

i. Upon the termination or expiration of the Agreement for any reason, or upon the disclosing Party’s earlier request, the receiving Party will deliver to the disclosing Party all of the disclosing Party’s property or Confidential Information in tangible form that the receiving Party may have in its possession or control. The receiving Party may retain one copy of the Confidential Information in its legal files.

j. Survival: The obligation to maintain confidentiality shall survive for a period of three (3) years from the term of the Agreement.

13. DISCLAIMER
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a. FlexBiz does not provide any warranty of any kind in respect of:

i. the Services, including warranties of accessibility, quality, provision or performance of any product or services;

ii. any content, including warranties of accuracy, adequacy, currency or reliability; and

iii. hyperlinks on the Platform to any other websites or content, which are not an endorsement or verification of such websites or content.
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b. The Services are provided "as is" and FlexBiz expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. FlexBiz does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, or will operate in combination with the Client’s hardware, other software, third-party services, or Client Materials. Although FlexBiz makes reasonable efforts to ensure the Services are free of viruses or harmful components, it cannot guarantee this. FlexBiz also cannot guarantee that the Services will not incur delays, interruptions, or other errors outside its reasonable care, which are inherent in internet and electronic communications.

c. Unless indicated otherwise, FlexBiz does not offer financial advice and the Client must not treat any information displayed on the Platform as financial advice.

d. Any claims against or disputes that the Client may have with a Service Provider are to be settled between the Client and the relevant Service Provider. The Client agrees that the Client will not claim against the Provider or any member of the Provider Group in this respect.

e. Settlement of any claims or disputes that the Client have raised against FlexBiz will be processed in accordance with the Provider’s internal policies and the Network Rules (where applicable).

f. FlexBiz may work with Service Providers (as defined under the Agreement), including other members of the Provider Group, to provide the Services. If the Client receives information from FlexBiz regarding or marked or indicated as provided by such Service Providers, the Client will not rely on such information and will not make any claims against such third parties or FlexBiz in relation to such information. The Client bears all risk and responsibility if it chooses to rely on such information.

14. SUSPENSION AND TERMINATION
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a. Notwithstanding anything to the contrary, FlexBiz shall have the right to immediately suspend the Services, without any liability to the Client, in the event of the following:

i. Breach of any clause of the Agreement.

ii. The Client facilitates any transaction which is unlawful or in contravention with the Accepted Use Policy.

iii. FlexBiz receives instructions from Third Party Service Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

iv. The Client uses the Services for any transactions which have a high-risk score as per FlexBiz’s internal fraud assessment tools and other policies.

v. FlexBiz is of the opinion that there are suspicious circumstances surrounding the Client’s activities.

vi. FlexBiz is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to the Client’s use of Services.

vii. The Client’s products / services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or the Client is suspected of selling counterfeit and/or knock-off goods.

viii. The Client materially change the type of the products / services provided to end customers and as declared on the onboarding form, without obtaining FlexBiz’s prior written permission to use the Services for the new or changed types of services / products, or it is discovered by FlexBiz that the Client provided substantially misleading and / or false information about the Client’s products / services as part of the onboarding activities.

ix. FlexBiz in its sole discretion determines that the Client’s activities expose FlexBiz to risks which are unacceptable to FlexBiz.

x. FlexBiz in its sole discretion is required to do so due to regulatory changes impacting the Services.

b. The Client may stop using the Services and/or close the FlexBiz Account at any time after the Minimum Term by giving the Provider instructions to do so and in accordance with the terms of the Agreement.

c. FlexBiz may terminate the Agreement or terminate the FlexBiz Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of FlexBiz). Where Applicable Laws requires advance notice of termination to be provided, FlexBiz will, prior to termination, provide the Client with the required advance notice of termination. FlexBiz may restrict, freeze, terminate or suspend the FlexBiz Account at any time without reason or notice in accordance with the terms of the Agreement.

d. When the FlexBiz Account is terminated or suspended, the Provider may at its discretion suspend or end all Services in connection with the FlexBiz Account.

e. Upon the termination of the FlexBiz Account, any accrued liabilities and all obligations under the Payment Schedule will remain continuing and the Provider shall remain entitled to debit from the FlexBiz Account any amount outstanding and owing to FlexBiz, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of the FlexBiz Account, and any other charges the Client owes the Provider on the FlexBiz Account.

f. The rights conferred on FlexBiz under this Clause 14 shall survive termination.

15. CLIENT RESPONSIBILITIES
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It is the Client’s responsibility to do the following:

a. Keep secure and confidential the Client’s password or any identification the Provider provides to the Client, which allows access to the FlexBiz Account and related Payout Services.

b. Keep the Client’s device’s browser, operating systems and anti-virus Provider software (where applicable) up to date in order to ensure that the Client’s access to the FlexBiz Account is secure.

c. Only use an access point or device which the Client is authorised to use to access the FlexBiz Account and related Payout Services.

d. Monitor the FlexBiz Account and promptly report to the Provider any unauthorised payments or transfers from the FlexBiz Account or of any suspicious matter to do with the FlexBiz Account.

e. Promptly inform the Provider in writing about any change in the Client’s postal address, phone number, fax number or email address that the Provider uses to communicate with the Client, or any relevant change to any of the Client’s information the Provider has in its records (including the identities of the Client’s  Authorised Users and their respective scope of authority in relation to the Client’s FlexBiz Account). The Client must also send the Provider any documents the Provider needs to support this change. The Provider will need at least seven (7) Business Days from receiving this information to change its records, after which the updated change will apply.

f. Take reasonable care and precautions and have adequate internal-control procedures and security arrangements to prevent fraud, forgery or other unauthorised use of the FlexBiz Account and related Payout Services.

g. Informs the Provider immediately if the Client becomes aware of any actual or suspected fraud, forgery or other unauthorised use of the FlexBiz Account or any other matter concerning the FlexBiz Account and related Payout Services that the Client thinks to look suspicious and provide relevant information to the Provider so that the Provider can investigate the matter.

h. Ensure that the Client’s representatives and Authorised Users are aware of and comply with the terms of the Agreement at all times.

i. Ensure adequate funds are available in the Client Currency Account before a Payout is affected. The Client acknowledges that if the Client does not maintain sufficient funds to account for the fees for a proposed Payout, then the Client shall not be able to initiate such Payout unless the Client maintains the necessary funds balance in the Client Currency Account.

j. Ensure having obtained necessary consents from the payees for transmitting or sharing Payee personal data with the Provider in connection with the provision of Services and performance of the Provider’s obligations under the Agreement.

16. REPRESENTATION AND WARRANTIES
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Client Representations and Warranties: The Client represents and warrant that:

a. the Client is an entity/corporation duly incorporated under the laws of the Territory of its formation;

b. the Client has the full capacity, power and authority to enter into and perform its obligations under the Agreement;

c. the Client has obtained all necessary consents, approvals, and authorisations to enter into and perform its obligations under the Agreement;

d. the Client’s entry into and performance of these Terms do not:

i. conflict with or result in the breach of or default under any provisions of the Client’s articles of incorporation or association, by-laws or any other constituent documents; and

ii. conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Client’s business is subject to;

e. all information provided by the Client to FlexBiz is accurate, complete, and up-to-date;

f. the Client will use the Services only for lawful purposes and in compliance with these Terms and comply with all Applicable Law in connection with the Client’s use of the Services;

g. the Client is not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and

h. the Client are not engaged in any fraudulent or unlawful activities and the Client’s use of the Services will not contravene any Applicable Law.

Provider Representations and Warranties:
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i. The Provider warrants, represents and undertakes that, to the best of its knowledge, the CPTs and Services does not infringe any Intellectual Property rights held by any third party.

j. The Provider warrants that each CPT and Service will substantially conform to the specifications defined in the Agreement.

No implied warranties: Except as warranted above, the Provider expressly disclaims all warranties of any kind, whether express or implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, data accuracy and completeness of the Services or CPT.

17. LIABILITY AND INDEMNITY
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Mutual Indemnity:
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a. The Provider and the Client shall indemnify the other and their respective employees, officers and directors (the “Indemnified Persons”) from and against any and all direct actual damages, losses and expenses (including reasonable legal fees and expenses) which the Indemnified Person may suffer or incur, arising out of any claim, suit or other legal proceedings (“Claim”) by a third party against the Indemnified Person:

i. on account of failure to perform any of its obligations under the Agreement, in accordance with the provisions of the Agreement;

ii. negligence, fraud, forgery, dishonesty, misconduct or violation of any of the terms and conditions of the Agreement;

iii. any robbery, theft, extortion, misappropriation or accident in relation to any assets or properties or documents or instruments of the Provider which are, or are deemed to be, in the custody of the Client;

iv. violation or breach of any Applicable Laws;

b. The Client shall co-operate fully in defending any claim/s by any local, state or central authority against the Provider with respect to any levies, taxes, duties, fines, and/or penalties etc. due and payable by the Provider and arising out of the Agreement, and shall indemnify the Provider, fully and without limit, against the same.

Client Indemnity
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c. The Client agrees to indemnify, defend, and hold harmless FlexBiz and its Affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

i. the Client’s breach of any of the Terms;

ii. any misrepresentation or breach of any representation or warranty made by the Client in the Agreement;

iii. the Client’s violation of, or failure to comply with, any Applicable Law;

iv. the Client’s violation of, or failure to comply with, the Acceptable Use Policy;

v. the Client’s use or misuse of the Services and the Platform, including any third-party claims made in connection with the Client’s actions or omissions;

vi. a third party alleging that FlexBiz’s use of the Client Materials as permitted by the Terms infringes any Intellectual Property Rights;

vii. FlexBiz acting on any of the Client’s or any of the Client’s Authorised User’s instructions or which FlexBiz reasonably believe to have been made by the Client or the Client’s Authorised User; and

viii. any content or data provided by the Client, including any claims that such content or data infringes the rights of any third party.

d. This indemnity shall survive the termination or expiration of the Agreement.

18. FORCE MAJEURE
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a. FlexBiz and members of the Provider Group shall not be liable for any failure to perform, or delay in performance of, any of the Provider’s obligations under this Schedule that is caused by events outside the Provider’s reasonable control ("Force Majeure Event").
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b. A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond the Provider’s reasonable control and includes, in particular (without limitation), the following:
i. Strikes, lock-outs, or other industrial action.

ii. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

iii. Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster.

iv. Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

v. Impossibility of the use of public or private telecommunications networks.

vi. Terrorist attack, nuclear, chemical or biological contamination, or extreme abnormal weather conditions.

vii. Interruption or failure of a utility service including the internet, electric power, gas or water.

viii. The acts, decrees, legislation, regulations, or restrictions of any government.

xi. The imposition of a sanction, embargo or breaking off of diplomatic relations, or any change in Applicable Law.

x. Any other event that is outside of the Provider’s reasonable control that materially affects the Provider’s ability to perform any obligations under the Terms.
The Provider’s performance under this Schedule is deemed to be suspended for the period that the Force Majeure Event continues, and FlexBiz will have an extension of time for performance for the duration of that period. FlexBiz will use the Provider’s reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which the Provider’s obligations under this Schedule may be performed despite the Force Majeure Event.

19. LIMITATION OF LIABILITY
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a. The Client acknowledges and agrees that FlexBiz will not be liable to the Client, any of the Client’s Authorised Users or any third party for any inconvenience, loss, damage, claim, cost or expense or embarrassment or injury incurred or suffered in connection with any of the following:

i. Any act, omissions or delay of any Affiliate or any other third party.

ii. Any refusal or delay by any Affiliate or any other third party to authorise, process, facilitate or approve any transaction, funds transfer or reversal the Client wishes to effect in connection with the FlexBiz Account or any Service.

iii. If the Client is deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any Affiliate or any other third party.

iv. The Platform, FlexBiz Account or any Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure.

v. The non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Services.

vi. Any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the FlexBiz's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by FlexBiz or in connection with FlexBiz's business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates.

vii. Any non-processing or delay in processing of Electronic Instructions by us or by any Provider through whom the Client’s Electronic Instructions are transacted.

viii. Any transaction or Electronic Instruction initiated by the Client or the Client’s Authorised User being declined by any bank, financial institution, payment intermediary or other service provider.

ix. Inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose.

x. Any disclosure of any information which the Client has consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws.

xi. Any unauthorised and/or unlawful access to the Provider’s machines, data processing system or transmission link.

xii. Any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors.

xiii. The Client failing to comply with these Terms or in any way being involved in fraud, forgery or other unauthorised use of the FlexBiz Account or any Service.

xiv. Any event outside the Provider’s control.

b. FlexBiz and members of the Provider Group shall not be liable to the Client or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) the Client’s access to or use of or inability to access or use the Services or the Platform; (ii) any conduct or content of any third party on the Services or the Platform; (iii) any content obtained from the Services or the Platform; and (iv) any unauthorized access, use, or alteration of the Client’s transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if FlexBiz is actually aware of or has been advised of the likelihood of such loss or damage.

c. In no event shall FlexBiz's aggregate liability for all claims relating to the Services exceed the Fees the Client paid FlexBiz, if any, for accessing or using the Services during the 6 (six) month period immediately preceding the date on which the claim arose.

d. Nothing in these terms shall limit or exclude FlexBiz's liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law.

e. EXCLUSION: THE PROVIDER SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (OR ANY COMPARABLE CATEGORY OR FORM OF SUCH DAMAGES, HOWSOEVER CHARACTERIZED IN ANY JURISDICTION), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF FORESEEABLE OR IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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f. The provisions of this Clause 19 shall survive the termination or expiry of the Agreement.

20. COMMUNICATIONS
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a. FlexBiz shall be entitled (but not obliged), at its sole discretion, to rely and act on any Electronic Instruction, communication or request which FlexBiz in its sole opinion believes originates from the Client (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Platform or other means of telecommunication and whether genuine or with or without the Client’s consent or authority), and any action taken by FlexBiz pursuant thereto shall bind the Client.

b. Any Electronic Instruction, notice, certificate, report or document called for by or provided to FlexBiz (whether or not addressed to the FlexBiz) in accordance with or for the purpose of this Schedule may be relied upon by FlexBiz as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on the Client, and FlexBiz shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Electronic Instruction, notice, certificate, report or document.

c. When the Client asks FlexBiz to transfer funds, it is the Client’s responsibility to make sure that the Client gives FlexBiz complete, clear and accurate information so FlexBiz can carry out the Client’s request.

d. FlexBiz shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of the Client.

e. FlexBiz may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under the Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on the Client by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside the Territory and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to FlexBiz or its solicitors. To the fullest extent permitted by law, the Client agree that such legal process or document is deemed to have been duly served on the Client even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. The Client further agrees that service of such legal process is deemed to be good and effective service of such legal process on the Client and nothing in this Schedule shall affect FlexBiz's right to serve legal process in any other manner permitted by law.

21. CONCLUSIVENESS OF DOCUMENTS
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a. Any Electronic Instruction or document relating to any transaction bearing the Client’s signature (physical, digital, electronic or otherwise) or authorised by the Client on the Platform or otherwise made with the Client’s instruction shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by the Client.

b. The Client shall ensure that any statements, confirmations, advices and records (“Statement(s)”) the Client receive from FlexBiz are examined within a reasonable time of receipt and, thereupon, the Client shall promptly notify FlexBiz of any mistake or discrepancy of which the Client become aware from such Statement immediately, or not later than three      (3) days of the date of such Statement.

c. FlexBiz shall not be responsible for the Client’s reliance on any Statement which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any Affiliate or third party to FlexBiz.

d. If the Client does not notify FlexBiz in writing of any inaccuracy or error in any Statement within three (3) days of the date of such Statement, it shall constitute conclusive evidence that:

i. every transaction stated therein has been effected by the Client; and

ii. every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein.

e. Nothing in this Clause 21 shall prevent FlexBiz from rectifying any errors, omissions in any Statement and any such amended Statement shall be binding on the Client.

22. MISCELLANEOUS
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a. Assignment: The Agreement shall be binding upon the Parties and their successors, it shall not be assignable, wholly or in part, by the Client and the Client’s Authorised Users without the prior written consent of the Provider and any such assignment or attempted assignment shall be null and void. The Agreement shall be assignable by the Provider. The Agreement and any rights of the Client hereunder shall not inure to the benefit of any trustee in bankruptcy, receiver, creditor, trustee or successor of the Client or its property, whether by operation of Applicable Law or otherwise or to a purchaser or successor of the entire business of substantially all of the assets of the Master Franchisee.

b. Severability: If any term, condition, section or provision of the Agreement becomes invalid or be so judged, the remaining terms, conditions, sections and provisions shall be deemed severable and shall remain in force. The illegality, invalidity, or unenforceability of any provision of the Agreement under the law of any jurisdiction does not affect its legality, validity, or enforceability under the law of any other jurisdiction. Should any provision in this Schedule be deemed invalid, unlawful, or unenforceable under any applicable law, the remaining provisions shall remain in full force and effect and shall not be affected or impaired in any way.

c. Waiver: No failure or delay by FlexBiz or any member of the FlexBiz Group in exercising any right or remedy under this Schedule will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Schedule are cumulative and not exclusive of any rights or remedies provided by law.

d. No Partnership or Agency: Nothing in the Agreement will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

e. Survival: In addition to the rights and obligations which survive as expressly stated elsewhere in the Agreement, the clauses in relation with Warranties, Limitation of Liability, Indemnity, Trademarks, Confidential Information, Data Protection, Effect of Termination and General Provisions shall survive and be enforceable after expiry or termination of the Agreement.

f. Entire Agreement: The Agreement, including all Schedules, which are incorporated by this reference, states the entire Agreement between the Parties with respect to the subject matter of the Agreement and shall terminate and supersede all previous discussions, proposals, negotiations, representations, commitments, writings, agreements and other communications, both oral and written, between the Parties with respect to the subject matter of the Agreement.

g. Counterparts: The Agreement is executed by the Parties hereto in two (2) separate counterparts, each of which when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.

23. NON - PUBLICITY
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Each of Parties to the Agreement agrees not to disclose the existence or contents of the Agreement to any third party without the prior written consent of the other Party except:

a. to its advisors, attorneys or auditors who have a need to know such information;

b. as required by Applicable Law or court order;

c. as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets; and

d. As may be required in connection with the enforcement of the Agreement.
It is understood and agreed that the restriction/limitation stipulated under this clause shall not prevent the Provider from publishing the Client name on its marketing and promotional material including but not limited to its brochures, websites, presentations etc, and such promotional activities involving relevant Client details shall not require prior permission from the Client, and shall not be considered a violation of any of the terms of the Agreement.

24. NOTICES AND COMMUNICATION
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a. Any notices, reports, requests, acceptances and other communications required or permitted under the Agreement will be in writing. Notices will be deemed given only when (a) delivered personally, (b) delivered by commercial overnight courier with written verification of receipt, (c) delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by e-mail with an original copy of the e-mail dispatched by methods stated in (a), (b), or (c) above.

b. All communications will be sent to the receiving party's address set forth in the Agreement, or to such other address that the receiving party may have provided for purpose of notice by notice as provided in this Clause.

25. DISPUTE RESOLUTION
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a. Any dispute and/or difference arising out of or pertaining to the Agreement, shall first be resolved by the Parties through negotiations, failing which the same shall be subject to Arbitration of Arbitrator/s, a common arbitrator if both Parties agree to the same individual or both the Parties shall be entitled to appoint one such Arbitrator.

b. The said Arbitration shall be governed by the Applicable Laws in the Territory in or any statutory modification or re-enactment in force for the time being. The place of Arbitration shall be the Territory. The awards of the Arbitrator shall be final and conclusive and legally binding on the Parties.

c. Each Party shall be responsible for its share of arbitration fees in accordance with the applicable rules of arbitration. In the event a party fails to proceed for arbitration or fails to comply with the Arbitration Award the other Party is entitled to course of suit, including a reasonable attorney fee for having to compel arbitration or descent or enforce the award.

26. RIGHT OF INQUIRY
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The Provider shall have the right to make inquiries and verify the Client’s compliance with the provisions of the Agreement. The Client agrees to co-operate and provide the Provider with such information and physical access for such verification as requested by the Provider..