Privacy Policy

Last Updated: 1 July 2024

1. Introduction

We take our responsibilities under the Singapore Personal Data Protection Act 2012 (No. 26 of 2021) (“PDPA”) very seriously, and recognise the importance of properly managing, protecting, and processing your personal data. 

This Privacy Policy sets out the basis on which we use and process any personal data we collect from you as a user of the Platform. By accessing the Platform and/or using the services and information on the Platform, you hereby agreed to be bound by the terms of this Privacy Policy. 

2. Personal data that we collect

We collect, use, disclose, transfer and otherwise process personal data about you or individuals who are connected or associated with you, including but not limited, to your legal representatives in accordance with this Privacy Policy.

The personal data that we collect or may collect include:

1. Information provided to us when signing up to be a customer through the Platform or otherwise, which could include your name, mobile number, email address, and residential address;
2. Records of any correspondence between us;
3. Information reasonably required in order for us to provide the services requested by you; 
4. Details of your visits to the Platform, the activities that you engage in when accessing the Platform and the services that you use or access on or via the Platform; 
5. Information about your operating system, browser, software applications, IP
6. address, geolocation, security status and other device information;
7. Details of your marketing preferences and information relevant to selecting appropriate products and services to offer you;
8. Information that may be captured via any error logging or reporting tool that captures error report data and, at your option and with your consent, send this data to us for us to be informed of any software errors or problems that may occur during your use of the Platform or the services provided on it; and
9. Information permitted by or required to comply with any applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time and our internal control and compliance policies. 

3. How we use your personal data

We may use your personal data for the following purposes:

1. To process, administer, or manage your account and contact you as may be required for your use of the Platform and the services made available on it;
2. To contact you to provide information that you request from us;
3. To offer you a more consistent and personalised experience in your relationship with us and better serve your needs by customising the content that we share with you;
4. To store, host or back up (whether for disaster recovery or otherwise) your personal data, whether within or outside Singapore;
5. For record-keeping purposes;
6. To conduct research, analysis and development activities (including but not limited to data analytics, surveys and profiling) to improve the Platform and the services provided on it;
7. To perform credit risk, know-your-customer, anti-money laundering / countering the finance of terrorism, financial and other relevant risk assessments and checks on you;
8. To respond to legal process, pursue legal rights and remedies, defending litigation or manage any complaints or claims;
9. To respond to requests for information from public and governmental / regulatory authorities, statutory boards, related companies, and for audit, compliance, investigation and inspection purposes;
10. To comply with any applicable law, regulation, legal process, or government request; and
11. To protect the rights, property or safety of any person (including for the purposes of fraud detection and prevention). 

You may withdraw your consent to receive marketing information from us by contacting our Data Protection Officer at dpo@summitglobal.com. Please note that we may charge you a reasonable fee for the handling and processing of your requests to access your personal data.

4. Disclosure and sharing of your personal data

We may use, disclose, maintain, access, process, or transfer your personal data to any of the following third parties (whether sited in Singapore or otherwise):

1. Any of our group companies, subsidiaries or affiliates;
2. Our professional advisers, consultants and auditors;
3. Any service providers, agents, contractors, delegates, suppliers or third-parties which we may appoint from time to time to provide us with services in connection with the Platform;
4. Any sub-contractors of our service providers, agents, contractors, delegates, suppliers or third-parties which they may appoint from time to time to provide them with services in connection with the Platform or Services;
5. Any person that we believe in good faith to be your legal advisers or other professionals;
6. Any relevant governmental or regulatory authority, insofar as we need to do so to keep to any applicable laws, or which we in good faith believe that we should keep to; and
7. Any party which assists us in carrying out the purposes laid out in paragraph 3 of this Privacy Policy.

5. Transfer of your personal data outside Singapore

We may transfer, store, process or deal with your personal data outside Singapore. When doing so, we will take appropriate steps to ensure that the transferred personal data is provided with a standard of protection that is at least comparable to the protection under the PDPA. 

6. Updating your information 

Where you submit your personal data to us, you should try to ensure that such personal data is accurate, and inform us as soon as practicable if there are any errors or inaccuracies by contacting our Data Protection Officer at dpo@summitglobal.com. 

7. Cookies

We use cookies on the Platform and websites. A cookie is a small text file placed on your computer, system or mobile device when you visit a website or use an app. Cookies collect information about users and their visit to the website or use of the Platform, such as their IP address, how the arrived at the website (for example, through a search engine or a link from another website) and how they navigate within the website or Platform. We use cookies and other technologies to facilitate your internet sessions and use of the Platform, offer you products and/or Services according to your preferred settings, track use of our website and apps and to compile statistics about activities carried out on our websites and/or through the Platform. 

You may set up your web browser to accept or decline cookies, as well as remove cookies stored on your computer or mobile device. However, if you do block cookies, you may not be able to use certain features and functions of our websites or the Platform. 

8. Third-party sites

Our Platform may, from time to time, contain links to and from the platforms or website of our partner networks, advertisers, affiliates or other third parties. If you follow a link to any of these platforms or websites, please note that they have their own privacy policies. As these platforms and websites are not owned or operated by us, we do not accept any responsibility or liability for the content of these platforms or websites and their privacy policies, and you access and provide your personal data to these third-party platforms or websites at your own risk. Please ensure that you review these policies before you submit any personal data to any such platforms or websites.

9. Changes to this Privacy Policy

We reserve the right to amend the terms of this Privacy Policy at our absolute discretion. Any changes to the Privacy Policy will be posted on the Platform and you are expected to check this page from time to time to take note of any changes we have made as they are binding on you. Your continued use of the Platform and/or the services provided on it following any amendment of this Privacy Policy will signal your assent to and acceptance of its revised terms. 

10. Contacting us

If you have any questions about any aspects of this Privacy Policy or your personal data, you may contact our Data Protection Officer at dpo@summitglobal.com.

Client Agreement

Last Updated: 1 July 2024

1. INTRODUCTION AND APPLICATION

1.1 This Agreement constitutes a legal agreement between Summit and you (“Customer”). 

1.2 By using all or any portion of the Service(s), the Customer accepts and agrees to abide by the provisions in this Client Agreement, Documentation and any other applicable policies and terms which may be published on the Platform. 

1.3 Depending on the Customer’s location, there may be additional jurisdiction-specific terms which also apply to the Customer and its use of the Service(s), as set out on the Platform ("Location Specific Terms"). The Customer’s location may also determine the Summit entity that is offering the Service(s) to the Customer, which will be identified in the Location Specific Terms. Where applicable, the relevant Location Specific Terms will be deemed incorporated into this Agreement at the time that they are posted on the Platform, and as may be updated from time to time.

1.4 The Customer acknowledges and agrees that the Service(s) will be provided by Summit in connection with third-party Payment Partners. The Payment Partner Terms are set out in the Documentation (as may be amended from time to time), and to the extent that the Service(s) include any Payment Partner Services, such Payment Partner Terms are hereby incorporated by reference into this Agreement. The Customer further agrees to be bound by such Payment Partner Terms as though the Payment Partner were a party hereto, and acknowledges that the Payment Partner Terms may be enforced by the Payment Partner against the Customer directly.

1.5 Summit reserves the right, in its sole discretion, to update the terms applicable to the Agreement and the Documentation from time to time. The latest version of this Platform Agreement and Documentation may be found on the Platform, and will be effective immediately upon posting. The Customer will be responsible to regularly check the Platform for any updates to the Platform Agreement or Documentation. The Customer's continued use of the Service(s) after amendments to the Platform Agreement and/or Documentation become effective shall constitute the Customer’s binding acceptance of such amendments.

2. INTERPRETATION

2.1 In this Agreement, except where the context otherwise requires:

“Account” means the account created by or on behalf of the Customer within the Service(s);

“Affiliates” means any of Summit’s corporate affiliate or partner entities, including the Payment Partners;

"Agreement" means this Platform Agreement, the Documentation, and any other policies, documents or terms published on the Platform or otherwise provided by Summit;

"Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore;

“Customer Data” means any electronic data and information submitted by or for the Customer to Summit and/or Payment Partners in connection with the Service(s), including the information;

“Documentation” means any applicable terms and conditions, policies, documents, usage manuals, and guides relating to the Service(s), as generally made available to the Customer and updated by Summit from time to time;

“Payment Partner” means any of the licensed third-party payment service providers which Summit may partner with for provision of the Payment Partner Services, at its sole discretion;

“Payment Partner Services” means the payment and settlement services provided by Payment Partners in connection with the Service(s) provided by Summit;

“Payment Partner Terms” means any terms from the Payment Partner arising from provision of the Payment Partner Services, as set out or incorporated in this Agreement; 

“Platform” means the software and/or platform through which the Customer may access the Service(s), including the website https://summitglobal.com, the Summit mobile applications, the system and server software used in the ordinary course of business, the computer hardware on which that application, database, system and server software is stored, and any other properties that Summit may use in its ordinary course of business; 

“Service(s)” means the services to be offered by Summit to the Customer through the Platform, including the Payment Partner Services that are provided by Summit’s Payment Partners;

“Summit” means Summit Global Pte Ltd, a company incorporated in Singapore with registration number 202422965N, having its registered office at 36 Carpenter St, #02-01, Singapore 059915, and/or its corporate affiliates, as applicable; and

“User” means an individual who is authorised by the Customer to use the Service(s) on its behalf, which may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2.2 Clause headings are for ease of reference only.

2.3 In this Agreement, unless the context otherwise requires:

2.3.1 words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa;

2.3.2 the expression " this Agreement " or any similar expression shall mean this present and any supplemental written deed thereto as may be in force from time to time or any time;

2.3.3 the words "hereof", "herein", "hereon", and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

2.3.4 references to "Clauses" are, unless otherwise stated, to Clauses to this Agreement;

2.3.5 the term "directly or indirectly" means directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and "direct or indirect" shall have correlative meanings;

2.3.6 reference to any legislation or law or to any provision thereof shall include references to any such legislation or law as it may, from time to time, be amended, supplemented or re-enacted;

2.3.7 reference to the word "include" or "including" shall be construed without limitation;

2.3.8 terms defined in this Agreement shall include their correlative terms;

2.3.9 time is of the essence in the performance of the parties' respective obligations and if any time period specified herein is extended, such extended time shall also be of essence;

2.3.10 references to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness of such person after examining all information and making all due diligence inquiries and investigations which would reasonably be expected or required from a person of ordinary prudence;

2.3.11 the parties acknowledge that they and their respective counsel have read and understood the terms of this Agreement and have participated equally in the negotiation and drafting. Accordingly, no court or arbitrator construing this Agreement shall construe it more stringently against one party than against the other;

2.3.12 if any clause in Clause 1 is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive provision in the body of this Agreement; and

2.3.13 any reference to "satisfactory" and phrases of similar import mean the occurrence of the relevant event or circumstance or fulfilment of the relevant condition to the reasonable satisfaction of relevant party.

3. ACCOUNT AND SERVICES

3.1 In accessing the Platform and Service(s), the Customer will be required to create an Account through which Users may submit Customer Data for processing by Summit and/or the Payment Partner in connection with the use of the Service(s).

3.2 Summit grants the Customer a limited, revocable, non-exclusive, non-transferable and non-assignable licence to access the Service(s) and Platform in accordance with this Agreement.  

3.3 Summit partners with Payment Partners that are duly licensed under the Payment Services Act (No. 2 of 2019 of Singapore) (“PSA”) to provide the Payment Partner Services. The Service(s) provided by Summit serve only to support the Payment Partners’ provision of the Payment Partner Services, which are provided solely by Payment Partners. Nothing in this Agreement or any marketing documents or information conveyed to the Customer or otherwise made available by Summit constitutes a representation or warranty that Summit provides any payment service activities as defined under the PSA. 

3.4 Depending on the Service(s) that the Customer is acquiring hereunder, additional terms specific to each Service (including any applicable Payment Partner Terms) may apply. Such additional terms can be found in the Documentation available on the Platform (as may be updated from time to time), and are hereby incorporated by reference into this Agreement. 

3.5 In accepting this Agreement and using the Service(s), the Customer: 

3.5.1 shall be taken to have entered into a direct customer relationship with the respective Payment Partners providing applicable Payment Partner Services;

3.5.2 acknowledges that it shall be their responsibility to review all applicable Documentation, including applicable Payment Partner Terms; 

3.5.3 agrees to accept the Payment Partner Terms, which shall be enforceable against the Customer by the respective Payment Partner; and

3.5.4 shall be responsible for its Users’ compliance with the provisions of this Agreement and the applicable Payment Partner Terms, including ensuring that the Users’ use of the Service(s) to store, access, and/or transmit data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations.

3.6 Summit may, from time to time, run limited promotions relating to its Service(s). Any additional terms applicable to such promotions may be determined by Summit in its absolute discretion, and will be published on the Platform or otherwise communicated to the Customer.

4. INTEREST, FEES AND PAYMENT

4.1 No interest shall accrue or be payable to the Customer in relation to the amounts standing to the credit of the Account.

4.2 The applicable fees for the use of the Service(s) and Platform are as set out on the Platform or as otherwise communicated to the Customer by Summit (the "Fees").

4.3 Summit reserves the right, in its sole discretion, to revise the Fees in respect of the Service(s) from time to time. In the event of any Fee revisions, the Customer shall be informed of any upcoming Fee revisions in its monthly invoice, or as otherwise communicated to the Customer by Summit, and the Customer's continued use of the Service(s) thereafter shall constitute a binding acceptance of the Fee revisions.

4.4 Unless otherwise specified, all amounts paid or payable to Summit shall be paid in the base currency stated in the Customer’s monthly invoice. Should the Customer elect to use any other currency as a means of payment, the Customer shall bear all bank charges, currency conversion fees and other applicable charges. Summit shall be entitled to, at its option, deduct the Fees from the Account or from any amount held by the Payment Partner on behalf of the Customer from time to time.

4.5 If any amount owed to Summit is not received by Summit by the due date, then without limiting Summit’s rights or remedies:

4.5.1 those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and

4.5.2 Summit would be entitled to suspend provision of the Service(s) until such amounts are paid in full.

5. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS

5.1 All intellectual property rights in the Service(s) and the Platform (including copyright, trademarks, service marks, trade secrets, registered and unregistered design rights are the property rights of Summit and its respective third-party Payment Partners or licensors. Subject to the limited rights expressly granted hereunder, Summit, the Payment Partners and its licensors (as the case may be) reserve all of their right, title and interest in and to the Service(s), including all of their related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

5.2 In using the Service(s) and Platform, the Customer shall grant to Summit and the Payment Partners a worldwide, non-exclusive right to use, copy, store, transmit, display, modify and create derivative works of Customer Data to the extent required by Summit to provide, manage and improve the Service(s) and related services, as well as to provide support to the Customer.

5.3 The Customer agrees that it shall:

5.3.1 comply with all applicable laws, regulations, guidelines, directions, instructions and limitations concerning the use of the Service(s), as may be issued by Summit or its Affiliates from time to time;

5.3.2 be responsible for:

(a) Users' compliance with this Agreement, including the Documentation; and

(b) the accuracy, quality and legality of any Customer Data and the means by which it acquires the Customer Data;

5.3.3 use commercially reasonable efforts to prevent unauthorised access to and/or use of the Service(s) or Platform, and shall notify Summit promptly of any such unauthorised access or use;

5.3.4 not:

(a) make the Service(s) or Platform available to, or use the Service(s) or Platform for the benefit of anyone other than the Customer or its Users, unless expressly stated otherwise;

(b) use the Service(s) or Platform in any way to carry out or facilitate any activity which may be objectionable, illegal or prohibited by applicable law, or which may result in economic or reputational harm to Summit or its Affiliates;

(c) interfere with or disrupt the integrity or performance of the Service(s) or Platform;

(d) attempt to gain unauthorised access to the Platform or its related systems or networks;

(e) reverse engineer, modify, decrypt, disassemble, copy or decompile any part of the Platform or permit anyone else to do so (to the extent such restriction is permitted by law); or

(f) take any action in relation to the Service(s) or Platform in any way that may prejudice the commercial exploitation or legitimate interests of Summit and its Affiliates in the Services or Platform;

5.3.5 maintain all necessary rights, approvals, licences and consents as may be required to grant Summit the rights to Customer Data, and to the extent that Customer Data contains the personal data of any individuals, Customer represents and warrants that such Customer Data is being collected, used, processed, disclosed or transferred by Customer to Summit and its Affiliates in compliance with applicable laws;

5.3.6 upon reasonable request by Summit or its Affiliates, provide all necessary information, cooperation and assistance as may be necessary to address any technical issues arising from its use of the Services; and

5.3.7 grant to Summit and its Affiliates a worldwide, perpetual, royalty-free licence to use and incorporate into their respective services any suggestion, enhancement request, recommendation or other feedback provided by the Customer or Users relating to the operation of the Service(s) or Platform, as the case may be.

5.4 The Customer agrees that any violation of its obligations under Clause 5.3 above, or any use of the Services in breach of this Agreement (including the Payment Partner Terms) by Customer or Users that in the judgment of Summit or its Affiliates imminently threatens the security, integrity or availability of the Service(s) or any other products or services offered by Summit and/or its Affiliates, may result in removal or modification of Customer Data, or immediate suspension or termination of the Service(s) without any liability owed by Summit to the Customer. Summit will use commercially reasonable efforts under the circumstances to provide the Customer with an opportunity to remedy such violation or threat prior to any such removal, modification, suspension or termination.

5.5 The Customer agrees that it will immediately notify Summit in the event that it becomes aware of any breach of Clause 5.3 or misuse of the Service(s), and will provide Summit with reasonable assistance to remedy such breach or misuse. 

5.6 Summit may also report any activity that it suspects to be in violation of any applicable law to relevant law enforcement or governmental authorities or third parties. Such reports may include the disclosure of appropriate customer information and Customer Data. Summit may also cooperate with relevant law enforcement or governmental authorities to assist with their investigation and prosecution of illegal conduct in relation to the Service(s).

6. INDEMNITIES, DISCLAIMERS AND LIMITATION OF LIABILITY

6.1 Mutual indemnities

6.1.1 Summit agrees that it shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Summit in writing of, a Claim Against Customer, provided Customer (a) promptly gives Summit written notice of the Claim Against Customer, (b) gives Summit sole control of the defence and settlement of the Claim Against Customer (except that Summit may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Summit all reasonable assistance, at Summit’s expense. If Summit or its Affiliates receives information about an infringement or misappropriation claim related to a Service, Summit may in its discretion and at no cost to Customer (i) modify the Service(s) so that they are no longer claimed to infringe or misappropriate, without breaching any of its obligations, representations or warranties under this Agreement, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against Customer arises from any action by Customer, use of Customer Data or Customer’s breach of this Agreement.

6.1.2 The Customer agrees that it shall defend Summit and its Affiliates against any claim, demand, suit or proceeding made or brought against Summit or its Affiliates by a third party alleging that any Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Service(s) in breach of this Agreement or applicable law (each a “Claim”), and will indemnify Summit and its Affiliates from any damages, attorney fees and costs finally awarded against Summit and its Affiliates as a result of, or for any amounts paid by Summit and/or its Affiliates under a settlement approved by Customer in writing of, a Claim.

6.1.3 The indemnities set out under this Clause 6.1 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this clause.

6.2 Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Each Party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

6.3 Subject to Clause 6.5 below, in no event shall the aggregate liability of Summit and its Affiliates arising out of or related to this Agreement exceed the total amount of Fees actually paid by Customer to Summit hereunder for the Service(s) giving rise to the liability in the one (1) year preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Customer's and its affiliates’ payment obligations under Clause 4 (Interest, Fees and Payment) above.

6.4 Subject to Clause 6.5 below, in no event will either Party (or Summit’s Affiliates) have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if such Party (or Affiliates thereof) has been advised of the possibility of such damages or if such remedy otherwise fails of its essential purpose. 

6.5 The limits described in Clauses 6.3 and 6.4 shall not apply to any breach of the Customer's obligations under Clause 5 (Intellectual Property Rights and Restrictions), Clause 4 (Interest, Fees and Payment) and Clause 6.1. 

7. TERM, SUSPENSION AND TERMINATION

7.1 This Agreement and the provision of Service(s) to the Customer shall remain valid and continue until terminated by either Party in accordance with this Agreement.

7.2 Summit may at any time and without liability to the Customer terminate this Agreement including the provision of the Services. In such cases, Summit will endeavour to provide the Customer with not less than fourteen (14) days’ written notice. However, in certain cases, Summit may terminate the Account, the Services or this Agreement by providing shorter notice or providing notice with immediate effect. 

7.3 The Customer may terminate this Agreement or the Account at any time by providing Summit with no less than thirty (30) days’ written notice in the manner as may be specified on the Platform. However, no such termination will affect any instructions given by the Customer which is properly received by Summit before the receipt of such notice or any action Summit may take in relation to the Account before the receipt of such notice.   

7.4 Notwithstanding any other provision in this Agreement, Summit reserves the right to restrict, temporarily or permanently suspend or terminate the Account, the provision of any Service, or this Agreement, at any time and with immediate effect, without incurring liability of any kind to the Customer if:

7.4.1 the Customer has committed a material breach of the terms of this Agreement, and such breach is not cured within fourteen (14) days after written notice of such breach is given by Summit;

7.4.2 the Customer has at any time provided any false or incomplete information to Summit;

7.4.3 the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;  

7.4.4 the Customer is in breach of any applicable laws and/or is required by any government or authority to cease operations. 

7.4.5 the Customer fails to make timely payment of any undisputed Fees due to Summit under this Agreement; or

7.4.6 Summit reasonably concludes that the Customer, or a Customer’s use of the Service(s) is causing immediate and ongoing harm to Summit and/or other Customers.

7.5 Any suspension of the Service(s) in accordance with Clause 7.4 shall not release the Customer of any of its other obligations under this Agreement. Customer acknowledges and agrees that neither Summit nor the Payment Partners shall be liable to Customer or any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service(s).

7.6 Upon termination of this Agreement:

7.6.1 Customer shall settle all outstanding Fees and invoices in full; 

7.6.2 Customer shall destroy or return to Summit all copies of Summit's confidential information; and

7.6.3 Customer shall not be entitled to any refund of any Fees paid in advance to Summit for the Services.

8. CONFIDENTIALITY

8.1 The Parties acknowledge that in the course of dealings, each party may acquire information about the other party, its business activities and operations, its technical information and trade secrets, its business activities, customer lists, sales techniques, data and title files and formats, all of which are highly confidential and proprietary to the other party (the "Confidential Information"). Confidential Information will not include information generally available or known to the public, or information independently developed outside the scope of this Agreement. Each party will hold all such Confidential Information in strict confidence and will not use or reveal the same except pursuant to a court order (after giving notice to the other party and an opportunity to challenge or respond to such order) as permitted under this Agreement or upon request of the other party. The Confidential Information will be safeguarded with at least the same degree of care as a party uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

8.2 Clause 8.1 shall not prohibit disclosure of any Confidential Information if and to the extent:

8.2.1 required by applicable laws;

8.2.2 the information is properly disclosed to the professional advisors, auditors or bankers of the disclosing party, provided that the recipient is under a binding obligation not to disclose the information;

8.2.3 the information is in the public domain, other than through a breach of Clause 8.1;

8.2.4 the Party to which the information relates has consented to the announcement or disclosure; or

8.2.5 the disclosure is required for the purpose of any legal proceedings arising out of this Agreement.

9. DATA PROTECTION

9.1 In using the Service(s), Customer may submit Customer Data to Summit via the Platform in the form of text files or documents or other representations of data. The Customer acknowledges that as part of the Service(s), Summit may process and transfer any part of the Customer Data to its Payment Partners, and any and all information, content, data, graphics, product names, company names, trademarks, logos, tradenames and any other intellectual property that may be contained in the Customer Data are the property of their respective owners. 

9.2 Summit’s processing (including collection, use, storage and transfer) of Customer Data is subject to the Documentation. By accepting this Agreement and the use of the Service, Customer represents and warrants that they have read to and agree to the provisions thereof. 

10. FORCE MAJEURE

Neither Summit nor any Payment Partner shall be liable to Customer for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation, acts of government, ware, riot, civil disturbance, strike, industrial dispute, accident, breakdown of computers, plant or machinery.

11. NOTICES

11.1 Notices required to be sent to either party under this Agreement will be sent via the Customer’s Account on the Platform, or by any other means determined between Summit and the Customer.

12. AMENDMENT, WAIVER OR VARIATION

12.1 Except as otherwise described in Clause 1, no amendment, waiver or variation of this Agreement shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, Summit. 

12.2 No failure, delay or omission by Summit in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

12.3 No single or partial exercise of any right, power or remedy provided by law or under the Agreement by Summit shall prevent any future exercise of it or the exercise of any other right, power or remedy by Summit.

12.4 A waiver of any term, provision, condition or breach of the Agreement by Summit shall only be effective if given in writing and signed by Summit, and then only in the instance and for the purpose for which it is given.

12.5 Any amendment or termination effected in accordance with this Clause 12 shall be binding on each party to the Agreement and all of such party’s successors and assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

13. ASSIGNMENT

13.1 The Agreement is personal to the Customer and the rights and obligations under it cannot be transferred or assigned, in whole or in part, without Summit's prior written consent.

13.2 The Customer acknowledges and agrees that all rights given to Summit or its Affiliates under this Agreement may be assigned to and/or exercised by any third party, including Summit's licensors and authorised resellers.

14. SEVERABILITY

If any Clause or part thereof of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Clause or part thereof all of which shall remain in full force and effect.

15. THIRD PARTY RIGHTS

15.1 For the purposes of the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore), this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. 

15.2 Notwithstanding Clause 15.1, Summit and its Affiliates shall be entitled under the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore) to enforce any of the provisions of this Agreement (including the Payment Partner Terms) (to the extent that they are to be construed as third parties under such documents). Apart from any provisions directly relating to the Payment Partner Services, the consent of any such Affiliate is not required in order for Summit to rescind or vary this Agreement or any provision thereof.

16. GENERAL

16.1 If any Clause or part thereof of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Clause or part thereof all of which shall remain in full force and effect.

16.2 The rights and remedies provided in the Agreement for the parties are cumulative and not exclusive of any rights and remedies provided by law.

16.3 The Customer shall at the request of Summit, and at the Customer's own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.

16.4 The Agreement and any documents entered into pursuant to it constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.5 Summit shall be entitled to set-off under this Agreement any liability which it has or any sums which it owes to the Customer under the Agreement or under any other contract which Summit has with the Customer.

16.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the parties will negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.

16.7 This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement. This Agreement shall not be effective until each party has signed one counterpart.

16.8 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.

16.9 Any dispute arising from or in connection with this Agreement shall be first resolved through mediation. The mediation shall take place at the Singapore Mediation Centre in accordance with their procedures. 

16.10 Should the mediation process detailed in Clause 16.9 fail to resolve the dispute, the dispute shall be referred to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, and the language of the arbitration shall be in English. The seat of any arbitration proceeding will be in Singapore. The arbitral award shall be final and binding upon Parties.

16.11 You grant Summit the right to use your trade mark and/or logo on its websites to identify you as a customer of Summit.