This document is an electronic record in terms of Personal Data Protection Act 2012 of Singapore and Cyber Security Act 2018 of Singapore and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Personal Data Protection Act 2012 of Singapore and Cyber Security Act 2018 of Singapore. This electronic record is generated by a computer system and does not require any physical or digital signatures.
These terms and conditions under this agreement (“User Terms”) apply to the usage of Volopay’s website www.volopay.co and www.volopay.com (collectively called the “Website”), Service (as defined below) and to all information, recommendations and/or services provided to each Customer (as defined below) through the Website and/or through the Customer Care (“CC”) at support@volopay.co.
This version of User Terms should be read in conjunction with Platform Terms (as defined below) mentioned on the official Website and each Customer agrees that it shall be its sole responsibility to check for any updates to the User Terms and Platform Terms.
The T&Cs (as defined below) mentioned in this contract along with the Privacy Policy (as defined below) constitute the entire contract between the Customer and Volopay (as defined below) with respect to the access and use of the Website and the Services offered by Volopay, superseding any prior written or oral contract in relation to the same subject matter herein (collectively the “Contract(s)”).
Volopay Singapore Pte. Ltd., (company registration number: 202216313C), a company registered under the laws of Singapore having its business office at 152 Beach Road, #28-00 Gateway East, Singapore 189721 (hereinafter referred to as “Volopay”) which expression shall, unless contrary to the meaning thereof, include its successors and permitted assigns.
Volopay is a wholly owned subsidiary of Volopay.co Pte Ltd.
1. Definitions and Interpretation
“AML/CFT” means anti-money laundering and countering the financing of terrorism.
"Applicable Law" means any statute, law, regulation, ordinance, rule, judgement, order, decree, by-law, approval from the concerned authority, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority having jurisdiction over the matter in question.
“Authorised Transactions” means the Corporate Card transactions as allowed by Volopay and/or Partner for any day-to-day corporate expenses including but not limited to the following purposes:
(a) Travel expenses
(b) Salary disbursement
(c) Digital Marketing expense
(d) Vendor & bill payments
(e) Office Subscription
(f) Any other purpose(s) which is included by Volopay and/or Partner later.
“Collections Policy” means the policy setting out the standard operating procedure for the purposes of protecting accounts receivables and other credit products.
“Content” means any content displayed on the Website.
“Corporate Card” means the card issued to each Customer via which Volopay offers the Volopay Pay Later Facility to its Customer(s).
“Credit Information Company” or “CIC” means an organization which collects and analyses credit and loan related data about individuals and companies and generates its products and services on the basis of this data.
“Customer Care” or “CC” means the customer care service provided by Volopay.
“Customer Personal Data” means any personal data of the Customer provided by such Customer or on behalf of such Customer pursuant to the User Terms.
“Customer” means any entity as approved by Volopay to be a borrower under the Volopay Pay Later Facility in accordance with Clause 3.
“Debts” means monies that is owed or due by the Customer to Volopay.
“Event of Default” shall have the meaning ascribed to it at Clause 11.1.
“Force Majeure” means unforeseeable circumstances as defined in Clause 17 which are beyond the control of parties that prevent Volopay and the Partner from fulfilling their respective obligations under the User Terms.
“Merchant” means any provider of services relating to relating to the authorization, transaction capture, settlement, chargeback handling and internet-based transaction processing of credit, debit, stored-value and loyalty card and other payment transactions (including provision of point of service devices and other equipment necessary to capture merchant transactions and other ancillary services).
“Partner” means any bank or financial institution who has entered into a legal contract to issue a Corporate Card to the User.
“Platform Terms” means the terms governing usage and access to the Website found at https://www.volopay.com/sg/terms/.
“Privacy Policy” means the privacy policy issued by the Company, as amended from time to time.
“Receivables” means all of the rights, title and interest in and to the receivables owed by a Customer pursuant to the Contract(s) and the Volopay Pay Later Facility, including, without limitation, any fees, commissions, finance charges, late payment penalties, interest and/or default interest relating thereto, whether present or future, to Volopay (or any assignee or transferee).
“Services” means the provision of Volopay Pay Later Facility.
“T&Cs” means these User Terms, Platform Terms, and all other applicable rules, guidelines, policies of Volopay and/or Partner as set out on the Website or incorporated herein by way of reference, as may be modified from time to time, which shall be applicable to the Customer(s).
“Total Amount Due” means the outstanding amount under the Volopay Pay Later Facility, all fees, costs, charges, expenses and all other sums whatsoever payable by the Customer(s) to Volopay and/or Partner in accordance with the terms herein.
“Volopay Pay Later Facility” means a credit facility in the form of Corporate Card provided by Volopay and/or Partner to the Customer(s), which enables the Customer(s) to make Authorised Transactions and repay such facility/amount within a specified time period, with or without interest, as per the terms and conditions agreed between the Customer(s) and Volopay and/or Partner.
“Volopay Plan” means the subscription plan for the expense management product, a proprietary product of Volopay.
“Volopay Platform” means the technology platform provided by Volopay that allows Customer(s) to manage their ongoing business expenses.
2. Consent to Accept Terms of the Contract(s)
By clicking on the tab/button/ checkbox of the Contract(s) or any other button/checkbox of similar nature, (i) the Customer unconditionally and irrevocably agrees to be bound by and comply with the Contract(s) at all times. The Customer’s access to and use of the Volopay Platform, in furtherance to availing the Volopay Pay Later Facility, shall also be in accordance with the Contract(s) and other terms and conditions as may be applicable when accessing or using the Volopay Platform. All representations, warranties, covenants, agreements, undertakings and acknowledgments of the Customer set out in the Contract(s) are provided on an irrevocable and unconditional basis unless expressly specified otherwise.
3. Customer Eligibility
3.1. Subject to Clause 3.2, only persons who fulfill the following conditions shall be approved by Volopay as Customer(s), and shall have the right to use the Volopay Pay Later Facility provided by Volopay:
(a) The Service is available only to Customer(s) who can form legally binding Contract(s) under the Applicable Law.
(b) Customer(s) must have an authorised signatory or a representative, having the full authority, and power of entering into legally binding Contract(s) on behalf of the Customer(s) under the Applicable Law.
(c) Customer(s) must have passed all the credit checks conducted by a CIC or an equivalent entity under the Applicable Law.
3.2. Volopay advises its Customer(s) that while accessing the Website, Service or CC, they must follow and abide by the Applicable Laws. Volopay at all the times reserves the right to deny the Service.
4. Privacy statement and consent
4.1. Customer(s) agree and acknowledge that Volopay may collect each Customer’s personal information (including personal data as defined under the Personal Data Protection Act 2012 (“PDPA”), where applicable) for the following purposes:
(a) to identify the Customer;
(b) to process any application each Customer makes;
(c) to provide the relevant services to each Customer;
(d) to comply with Volopay's legal and regulatory obligations; and
(e) for Volopay’s own internal business development purposes, including financing arrangements.
4.2. Unless the Customer instructs Volopay otherwise, Volopay may use the Customer’s personal information to let such Customer know about products or services that may interest such Customer. Volopay may also share each Customer’s personal information with the relevant third parties at which each Customer’s Volopay Plan purchase was made. Each Customer’s personal information may also be disclosed to a debt collector if the Customer is in default under the Contract(s).
4.3. Volopay may obtain a credit report about each Customer in connection with the Customer’s Volopay Plan and each Customer hereby consents to Volopay doing this. A CIC may include information about each Customer in credit reports issued to credit providers (including Volopay) to assist the assessment of each Customer’s creditworthiness. If the Customer fails to meet the payment obligations or if the Customer commits a serious credit infringement, Volopay may be entitled to disclose this to a CIC.
4.4. The CIC that Volopay will appoint is Experian through Questnet whose policy on the handling of personal information can be found at its corresponding website(s). Each Customer shall have the right to request a CIC not to use its information for the purposes of direct marketing and each Customer may also request the CIC not to use its information if the Customer has reasonable grounds to believe that it has been or is likely to be a victim of fraud.
4.5. Each Customer acknowledges that from time-to-time Volopay may be required to collect and verify such Customer’s personal information under Applicable Laws, including AML/CFT guidelines issued by the Monetary Authority of Singapore from time to time, and each Customer hereby consents to such collection and verification. If the Customer does not provide Volopay with its personal information, Volopay may not be able to provide its services to such Customer. Each Customer may withdraw its consent to use its personal data by notifying the Company in writing; however, by withdrawing its consent, the Customer acknowledges that this would affect its ability to participate in the Volopay Plan.
4.6. The Privacy Policy sets out how Volopay manages the personal information it holds (including information about each Customer’s credit information) and how each Customer can seek (i) access to, or (ii) the correction of, the information Volopay holds about each Customer. The Privacy Policy also sets out how each Customer may complain about Volopay’s information handling practices and how Volopay deals with such complaints.
4.7. Each Customer hereby agrees that it is fully competent and authorized to make this request for availing the Volopay Pay Later Facility from Volopay and/or Partner and to give declarations, undertakings etc., and all other information and documents uploaded/submitted to Volopay and/or Partner thereunder for the purpose of availing the Volopay Pay Later Facility.
4.8. Each Customer understands that the initial sanction and any subsequent sanction of the Volopay Pay Later Facility is at the sole discretion of Volopay and upon the fulfilment of the following:
(a) the execution of the necessary documents (including the Contract(s)),
(b) the provision of any security(ies) and/or
(c) the completion of other closing formalities as required by Volopay and/or Partner.
4.9. Each Customer agrees that Volopay and/or Partner at its sole discretion may reject the application without providing any reasons, and the Customer shall have no right to appeal against this decision.
4.10. Each Customer hereby declares that the details and documents furnished to Volopay and/or Partners are true and correct, and each Customer undertakes to inform Volopay immediately and/or the Partner of any changes therein. In the event where any of the information provided is found to be false, untrue, misleading, or misrepresenting, the Customer shall be held liable for it.
4.11. Each Customer agrees and indemnifies that Volopay at its sole discretion can terminate/suspend this Volopay Pay Later Facility depending on the breach of this Pay Later Terms and Conditions and/or on deterioration of the parameters defined for the creditworthiness checks by Volopay.
5. Data Protection and Data Transfer
5.1. Volopay and/or Partners shall comply with all the applicable obligations under the relevant data protection legislation(s).
5.2. Each Customer authorises Volopay to collect, process, use, disclose or otherwise transfer Customer Personal Data, for the purposes of fulfilling the obligations and providing the Services required under these User Terms, and for the purposes of any related business that Volopay and/or Partners have stipulated otherwise, including the selling and/or assignment (including assignment by way of security) of Receivables by Volopay to other parties.
5.3. Each Customer authorises Volopay to disclose any particulars related to each Customer’s Corporate Card, each Customer’s use of the Corporate Card(s), and/or personal information as stated above to Volopay’s related entities, service providers and agents located in Singapore and overseas.
5.4. Each Customer authorises the transfer of the Customer Personal Data to a place outside Singapore. By clicking on the tab/button/ checkbox of the Contract(s) or any other button/checkbox of similar nature, each Customer unconditionally and irrevocably provides its consent for (i) the collection, processing, usage, disclosure of the Customer Personal Data, and (ii) for the transfer of Customer Personal Data outside Singapore.
5.5. Each Customer acknowledges that the Customer Personal Data being transferred will be protected at a standard that is comparable to that under the PDPA.
6. Use of Card
6.1. As long as the Corporate Card is in the possession of the Customer, it is the duty of the Customer to keep it safe and secure.
6.2. If the Corporate Card is lost or stolen, the Customer shall take immediate steps to inform Volopay or the Partner and shall comply with any instructions provided by Volopay.
6.3. The usage of Corporate Cards shall be governed by the Applicable Laws. Any change in Applicable Laws may affect the usage at any point of time. Volopay may intimate the Customer about such changes. Customer(s) shall not use Volopay Pay Later Facility for any unlawful purpose. Any purchase of goods and services under Volopay Pay Later Facility that would contravene or contravenes any Applicable Laws is prohibited.
7. Cancelled Transactions
7.1. In the event of a cancellation of goods or services purchased through the Corporate Card, the Customer shall pay for the purchases made as it appears in the account statement as generated by Volopay.
7.2. In the event of a cancellation request being made by a Customer/Merchant, the amount for such cancelled transaction shall only be credited to Customer’s Volopay Pay Later Facility account as and when the same is received by Volopay from the Merchants.
8. Delay or failure to exercise rights
Any delay or failure by Volopay to exercise its rights under this User Terms does not represent a waiver of any of its rights. Volopay shall be considered to have waived its rights only if Volopay specifically notifies the relevant Customer of such a waiver in writing. For avoidance of doubt, any waiver shall only apply between Volopay, and the Customer notified of such a waiver.
9. Financing Arrangement, Assignment, and Waiver of Rights
From time to time, Volopay (and its assignee or transferee) may sell and/or assign Receivables created pursuant to the Contract(s). Each Customer hereby, acknowledge and agrees that Volopay (and its assignor or transferor) may, at its own discretion, assign or transfer to any third party any rights, benefits and obligations under the facilities (including but not limited to the Volopay Pay Later Facility) granted to each Customer without its consent or the need to provide such Customer with prior notice of such assignment or transfer and each Customer irrevocably consents to any such assignment or transfer by Volopay (or its assignee or transferee). Each Customer, further, acknowledges and agrees to waive all its rights under contract or by operation of the Applicable Laws in relation to any Receivables created pursuant to the Contract(s) (including but not limited to any right to receive notice of any assignment or transfer by Volopay or any of its subsequent assignee or transferee of the Receivables).
10. Chargeback, Dispute and Refunds
The Customer shall be solely responsible for all payments with respect to refunds and chargebacks and Volopay shall not be liable for any claims, disputes, or penalties which may arise in connection with such refunds or chargebacks. The Customer solemnly undertakes to promptly notify Volopay of any claims, disputes, penalties, costs, and expenses, whether direct or indirect, arising in connection with refunds or Chargebacks for all Transactions initiated and instructed through the Volopay Corporate Card/Platform or any other medium. This notification obligation shall be strictly enforced within a timeframe of 30 days from the date of transaction for transaction-related disputes and an unequivocal period of 5 days from the date of bill generation for disputes concerning billing statement.
Notwithstanding anything contained herein, the Customer hereby fully confirms and agrees that Volopay, or Issuing Partner reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous transaction, chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of Volopay and/or the Issuing Partner and/or Card Association.
In the event of rejection of payment with respect to Customer Charge, chargeback, refunds or other outstanding amounts due to Volopay, and/or Issuing Partner, Volopay and/or Issuing partner reserve the right to reverse the credit given to the Customer or Vendor or Vendors Bank Account or set-off the payment amount rejected, chargeback or refunded or the Outstanding Amount against Settlement Amount payable to the Vendor or Vendors or Customer or utility service provider. Volopay and/or Acquiring and/or Issuing Banks may also deduct the payment amount due from future Settlement Amounts payable to the Vendor or Vendors or Customer with respect to subsequent Transactions and/or ask to pay before any future transaction processing.
All Settlement Amount due to the Vendor(s), Customer or utility service provider may be suspended or delayed till such time as Volopay, and/or Issuing Partner deems fit, if
(a) the Customer or a third party commits any fraud or violates any law or legal requirement;
(b) Volopay and/or Issuing Partner have reasons to believe that a fraud has been committed by the Customers,
(c) the Customer has excessive pending Chargebacks or poses high Chargeback and/or refund Risk; or
(d) for any other reasonable reasons.
Volopay reserves the right to reject or de-board any Vendor/service provider found violating Acquiring/Issuing bank norms & guidelines and/or for OFAC/Sanctions/AML purposes.
11. Payment
11.1. Each Customer shall make payments for the purchases made via Corporate Card in the following manner to be considered for payment within terms:
(a) For billing cycle between the 1st to 30th, the payment should be made by 10th day (due date) of the subsequent month;
(b) For billing cycle between the 11th to 10th, the payment should be made by 20th day (due date) of the cycle end month;
(c) For billing cycle between the 21st to 20th, the payment should be made by 30th (due date) day of the cycle end month
11.2. Any delay in payment beyond the due date corresponding to a billing cycle will attract a late payment penalty at the rate of SGD 10 per day for every outstanding bucket of SGD 5000.
11.3. Volopay or its representatives may notify (including by means of post, emails, SMS, phone calls, automated phone calls) the Customer at any time (including before/on and after the due dates of payment) regarding the details of payments due. Each Customer agrees to the sufficiency of such notification and agrees to make the payments due forthwith upon such notification.
11.4. Each Customer shall be notified of the due date of payments as per the provisions of Collections Policy.
11.5. In the event of a Customer not being provided notice of non-payment of dues for reasons attributable to the Customer or the Customer not adhering to the payment terms mentioned above (as may be applicable), Volopay and/or Partner shall (i) be entitled to gather information in accordance with Applicable Law from third parties in respect of the Customer for the purpose of collection of amounts due from the Customer; (ii) be entitled to engage third party collection agencies for the purpose of collection of amounts due from the Customer and (iii) be entitled to report any information relating to non-payment of amounts due from the Customer to CICs or any other person having the authority to collect such information in accordance with Applicable Law. Volopay reserves the right to vary such fines or impose any other fines in addition to or in replacement thereof.
11.6. If the Customer does not pay the amounts due for a period of one (1) day from the date such amounts are due, Volopay may suspend the usage of the account of the Customer at its discretion and notify the Customer regarding such suspension of account. Volopay may revoke such suspension upon imposing any additional terms and conditions on the Customer and such additional terms and conditions shall be deemed to constitute a part of the User Terms.
11.7. Volopay and/or Partner reserves the right to proceed against each Customer in any manner as Volopay and/or Partner may deem fit (including but not limited to any court process in a jurisdiction of Volopay’s choice) as per Applicable Law.
11.8. In the event of any dispute arising from transactions made using the Volopay corporate Card/platform, the user(s) hereby expressly agree and commit to unconditionally and promptly make full payment of the amount specified in the bill, irrespective of the dispute, thereby acknowledging the binding nature of their financial obligations.
11.9. In the event that the Customer fails to make timely repayments on their Corporate Card bill and reaches a delinquency period of 30 days or more, Volopay reserves the right to blacklist the Customer. Blacklisting entails restricting the Customer from accessing all the facilities provided by Volopay and sharing the Customer's information with credit reporting agencies or other relevant entities. The duration of the blacklisting period will be determined at the sole discretion of Volopay and may be subject to applicable laws and regulations. The Customer acknowledges and agrees that blacklisting may have adverse consequences, including but not limited to limitations on obtaining corporate cards in the future and potential impact on credit scores. The Customer further understands that Volopay shall not be held liable for any damages or losses arising from the blacklisting action taken in accordance with this clause.
12. Event of Default
12.1. Each of the following acts, as set out below, shall constitute an ‘Event of Default’ by the Customer:
(a) Payment Default: The default in making payment of the Total Amount Due as and when payable under the Contract(s).
(b) Breach of Terms: Breach of any term, condition, representation, warranty or covenant of the Contract(s) or the occurrence of any fraud, misrepresentation, or failure to submit any material information by the Customer.
(c) Bankruptcy or Insolvency: The Customer becomes bankrupt or insolvent, voluntarily, or involuntarily becomes the subject of proceedings under any bankruptcy or insolvency law.
(d) Illegality: It is or becomes unlawful for the Customer to perform any of its obligations.
(e) The existence of any other circumstances which, in the sole opinion of Volopay and/or Partner, jeopardizes Volopay’s interest.
12.2. The occurrence of an Event of Default as set out at Clause 11.1, entitles Volopay to cancel the Volopay Pay Later Facility and/or declare all amounts owing by the Customer to be immediately due and payable.
13. General Customer Behaviour While Using Service
13.1. It is expected that reasonable behaviour shall be followed by the Customer(s) while utilizing the Services offered by the Website and/or CC.
13.2. All the calls made to the Volopay’s CC are recorded by Volopay for quality and training purposes.
14. Representation And Warranties
14.1. Without prejudice to the above, Volopay makes no representation or warranty that:
(a) The Services are provided on an "as is", "as available" basis and without any representation or warranty, whether express, implied or statutory.
(b) Volopay, and its officers, directors, agents, joint ventures, employees and suppliers, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by Volopay, or accessed through the Website, or for any breach of security associated with the transmission of sensitive information through the Services.
(c) Volopay does not warrant that the Services will be uninterrupted, timely, or error free. Volopay does not warrant that the Services will meet the Customer’s requirements. Volopay shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of transactions or the Services. Volopay is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the Services.
15. Amendment To Terms of Contract
15.1.Volopay and/or Partner reserves the sole right to change, modify, add to or remove from the Contract(s) from time to time, without providing prior notice to the Customer, and the revised Contract(s) shall be posted on the Website. The Customer shall be responsible for reviewing the Contract(s) on the Website periodically to remain updated with any such change, modification or amendment. All changes, modifications and amendments shall be effective immediately upon being updated on the Website, unless stated otherwise.
15.2. Continued use of the Volopay Pay Later Facility by the Customer constitutes and will be deemed to constitute the Customer’s acceptance of the applicable Contract(s) as may be amended from time to time. Volopay has the right to not entertain any requests from the Customer in relation to any such amendment without assigning any reasons. If at any time the Customer does not agree with the Contract(s), the Customer shall be entitled to immediately cease its use of the Volopay Pay Later Facility upon making payment of Total Amount Due.
15.3. Volopay also reserves the right to freely transfer or assign its rights and obligations vis-à-vis the user under these User Terms (including the transfer or assignment of the account of the Customer maintained with Volopay and the provision of Services to the Customer) to any third party, without the requirement of seeking any further consent from the Customer.
15.4 Customer acknowledges that Volopay reserves the right to adjust dynamically the Credit Limits as and when deemed fit by Volopay based on internal transactional data, repayment behaviour, external data related to the customer and market conditions. Customer may be informed before such adjustment.
16. Term and Renewal
The term of this Contract shall be for a period of twelve (12) months from the date of accepting of this Contract. Upon the expiry of this Contract, the term shall automatically renew for another twelve (12) months. Volopay may change the terms of this Contract with intimation of the same to the Customer. Use of the Corporate Cards after the date of renewal will constitute acceptance of the new terms. If the Customer does not agree to any such changes, such Customer is free to terminate this Contract by notifying Volopay before the renewal date. In case of termination, the Customer shall return all Corporate Cards to Volopay along with the payment of and Total Amount Due and Debts. The Customer may choose to terminate this Contract and the Services with a prior notice of fifteen (15) days to Volopay.
17. Indemnification and Limitation of Liability
17.1. Volopay shall not be responsible or liable for any loss or damage, howsoever caused or suffered by the Customer arising out of the use of products offered by Merchant or due to the failure of Merchant to provide Product to the Customer(s) for any reason whatsoever including but not limited to the Customer’s non-compliance with the Service’s terms, malfunction, partial or total failure of any network terminal, data processing system, computer telecom transmission or telecommunications system or other circumstances whether or not beyond the control of Volopay or any person or any organization involved in the above-mentioned systems.
17.2. Volopay will take all reasonable measures to ensure that each Merchant shall fulfil its duties and obligations properly. Notwithstanding the foregoing, Volopay will not be held liable for any such compensation on account of the Merchant not meeting expectations of the Customer(s).
17.3. Volopay will not be liable for any damages of any kind arising from the use of the products offered by the Merchant including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
17.4. Volopay shall not be liable for any Content that Customer(s) may find indecent, offensive or objectionable. Each Customer shall use the Services at its own risk.
17.5. No advice or information, whether oral or written, obtained by Customer(s) from Volopay or through or from the services shall create any warranty not expressly stated in the terms.
17.6. Volopay disclaims any and all liability in respect of the Merchant and their products provided thereof.
17.7. Each Customer agrees to indemnify and keep Volopay, its affiliates and licensors indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by Volopay or its affiliated companies related to any Customer content posted or transmitted by Customer during the use of the Website or Service or any unauthorised use of the Website or Service in contravention of User Terms.
18. Force Majeure
18.1. Volopay and/or Partner shall not be liable for its failure to perform under the Contract as a result of occurrence of any force majeure events including an act of God, fire, wars, sabotage, civil unrest, labour unrest, lockdowns, action of statutory authorities or local or central governments and/or change in Applicable Law, that may affect the performance of Volopay, Partner, payment gateways and/or the Partner Merchant.
18.2. In no event shall Force Majeure exclude the Customer’s obligation to pay Debts, under this Contract.
19. Governing Law and Dispute Resolution
19.1. The Contract shall be governed by, and construed in accordance with, the laws of Singapore, without reference to principles of conflicts of law. The parties agree that the courts of Singapore shall have exclusive jurisdiction over any dispute arising from or relating to the Contract.
19.2. Each Customer expressly consents to the exclusive jurisdiction of said courts and waive any objection to such exclusive jurisdiction based on forums non-convenience or any other basis.