Purchase Payment Contract

Summary of Atome

  • The Instalment Payment Structure allows you to pay for your purchase over 3 Instalments as set out on your Payment Schedule. The first Instalment Payment is due immediately upon Purchase of the Merchant Services. The remaining Instalments will be in the amounts and are due on the due dates specified in your Payment Schedule.
  • You must be over 18 years old and be the authorized holder of an eligible debit card or credit card to apply.
  • All orders are subject to approval of both the Merchant and Assignee.
  • If a payment is not successfully processed on or before the due dates specified in your Payment Schedule, your Account will be suspended and you will be subject to Administrative Charges.
  • In order to reactivate your Account, you must be prepared to pay the total amount that is due and unpaid by you, plus an Administrative Charge. After a Suspension, the way your Instalments are calculated on your Payment Schedule and the due dates set out therein may change. (See Clause 2 for more details).
  • The delivery/quality of goods is the responsibility of the Merchant with which you make the purchase regardless of any subsequent assignment of this Contract.

Please read this Purchase Payment Contract carefully.  

Last Updated: [March 9, 2020]

  1. Parties to this Contract

  1. The terms of this Purchase Payment Contract (this "Contract") form a legally binding agreement between you, as a customer (“you”, “your”, “Customer”) and us, as the merchant (“we”, “us”, “our”, “Merchant”). This Contract governs your purchase of goods or services from us ("Merchant Services") through our Sites (defined below) via an extended repayment feature under which payment may be made in interest-free instalments ("Instalment Payment Structure"). The term "Sites" as used in this Contract includes any physical store of the Merchant, the website of the Merchant, pages within this website, any equivalent mirrors, replacements, substitutes or backup websites, and pages that are associated with these websites.

 

  1. By placing an order for purchase of Merchant Services where you have selected the Instalment Payment Structure ("Order"), you agree to be bound by the terms of this Contract.

  1. Description of the Instalment Payment Structure

  1. Atome Platform. To offer this Instalment Payment Structure, we utilise the services of a third party technology service provider, APaylater Financials Pte Ltd (“Atome”). Atome operates the Atome website, including any subdomains thereof, and any other websites through which Atome makes its services available, our mobile, tablet and other smart device applications, and application program interfaces (collectively, the “Atome Platform”) and assists in the administration of the Instalment Payment Structure.

  1. Your Eligibility. To be eligible to use the Instalment Payment Structure, you must:

  1. have created, and maintain a valid and active account with Atome for use and access to the Atome Platform ("Account");

  1. be an authorised holder of an eligible debit card, credit card or other payment method as may be accepted by Atome from time to time ("Payment Method"); and

  1. have met, and continue to meet, such eligibility requirements and verification checks and assessments and terms and conditions as may be imposed by Atome from time to time in relation to the Instalment Payment Structure.

  1. By entering into this Contract, you represent and warrant that you are eligible to use the Instalment Payment Structure and meet the requirements in Clause 2.1.

  1. In addition to these eligibility requirements, please note that use of the Instalment Payment Structure is subject to approval in the sole discretion of us (the Merchant) and/or our assignees or other third parties as may be designated by us (the "Assignees") in each instance.

  1. How it works. The Instalment Payment Structure operates in the following manner:  

  1. First, after you have selected that you wish to utilise the Instalment Payment Structure, we, through the Atome Platform or physically in store, will provide you with a QR code specific to the Site from which you are making your Order.  You will need to scan this QR code.  You will need the relevant system requirements and/or device for the QR code to work, otherwise you may not be able to utilise this Instalment Payment Structure and we shall not accept any responsibility in relation to the same.

  1. You will then be requested to enter in the app the full payable amount of purchase price of the Merchant Services (including any applicable goods and services tax and surcharges) (“Purchase Price”) that you wish to purchase. The Purchase Price entered by you would be the sole basis of calculating the amount of Instalment Payment payable to us (as defined below). WE RESERVE THE RIGHT TO IMPOSE ANY ADDITIONAL FEES AND/OR SURCHARGES UPON OUR SOLE DISCRETION. SUCH ADDITIONAL FEES AND/OR SURCHAGES DO NOT REPRESENT CHARGES OR FEES IMPOSED BY ATOME ON YOU.

  1. You will need to input the correct amount of the Purchase Price and shall accept sole responsibility for doing so.  Once the amount that you have inputted is accepted and approved, it is irrevocable and you will be bound to pay the Purchase Price you input into the system. NEITHER WE NOR ATOME SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF YOUR FAILING TO INPUT THE CORRECT PURCHASE PRICE.  

  1. After inputting the Purchase Price, you will be required to review the following information that is generated on the Atome Platform:

  1.  the total amount of your Order;
  2. a list of the payment amounts that we are entitled to receive from you and the relevant due dates for each payment (“Payment Schedule”); and
  3. your preferred Payment Method ("Preferred Payment Method").

  1. Next, you must click "confirm" on the Atome Platform to confirm that you accept the Payment Schedule ("Payment Schedule Confirmation"), the details of which will be available for view in your Account. Your Payment Schedule is hereby incorporated into this Contract by reference along with your Payment Schedule Confirmation.

  1. Your Order is subject to the approval of us, the Assignee and/or Atome. We may, in our sole discretion, decline to provide the Instalment Payment Structure to you, or cancel an approved Order before the Merchant Services are delivered or supplied for any reason including but not limited to your history of Orders or to prevent against fraud, legal, regulatory or non-payment risk.

  1. If the Order is approved, as described in your Payment Schedule, you will be notified via the Atome Platform and we may collect three (3) payments (each, an “Instalment Payment”) by charging your Preferred Payment Method on the dates specified in your Payment Schedule. The first Instalment Payment is a debt due to us and will be collected on our behalf by the Assignee or such other collection agent as we may appoint. The Instalment Payments may not be of equal amount, depending on your prior payment history and length of time you have been using the Instalment Payment Structure facilitated by the Atome Platform and such other factors as may be determined by us and/or the Assignee from time to time in our sole discretion, and subject to the approval of the Assignee.

  1. Late or rejected payments are subject to Clause 2.8.  It is your responsibility to read and understand how late or rejected payments are handled as provided in this Contract.

  1. We and/or our Assignee may, in our sole and absolute discretion, agree to receive payments for an Instalment Payment (or part thereof) from Atome,  any other affiliate of the Assignee and/or any other third party on your behalf pursuant to promotional payment credits made available by such person to you ("Promotional Credits").  Any such payment on behalf of you may reduce the corresponding amount of Instalment Payment owed by you. Such Promotional Credits will be subject to the applicable terms and conditions on which they are awarded to you. Without prejudice to the foregoing, we reserve the right not to accept the Promotional Credits in our sole discretion, subject to confirmation with our Assignee.

  1. The Instalment Payment Structure may not be available for all purchases of Merchant Services on our Site and we may, at our discretion, set certain prescribed minimum or maximum purchase amounts for which the Instalment Payment Structure will be available.  

  1. You are responsible for ensuring that you have sufficient funds via your Payment Method available to make Instalment Payments on the dates specified in your Payment Schedule.  NEITHER WE NOR ATOME SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A FAILING TO HAVE SUFFICIENT FUNDS VIA YOUR PAYMENT METHOD AVAILABLE TO MAKE INSTALMENT PAYMENTS ON THE DATES SPECIFIED IN YOUR PAYMENT SCHEDULE.

  1. Late or Rejected Payments

  1. There are no service fees or interest associated with using the Instalment Payment Structure. However, if an Instalment Payment is not paid on or prior to the due date as specified in your Payment Schedule (including if the Payment Method is declined) or the Instalment Payment is not successfully processed on the relevant due date, you will be immediately suspended from the Atome Platform and your Account may be deactivated (“Suspension”). You will also be subject to administration fees charged by Atome, at its sole discretion and as may be notified to you on the Atome website or through other means, in relation to the Suspension (“Administrative Charge”). NEITHER WE NOR ATOME SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A SUSPENSION OF YOUR ACCOUNT, WHETHER FOR THIS REASON OR FOR ANY OTHER REASONS.

  1. The Administrative Charges shall be calculated as follows. Upon an instalment payment being missed, a SGD 20 fee will be charged. If the outstanding payment and fee are not repaid within 7 calendar days, an additional SGD 10 fee will be charged. This applies per instalment, for a maximum total of SGD 60 in Administrative Charges per transaction.

  1. A notice will be sent to you by e-mail to the e-mail address you provided when you created your Account with us letting you know about the Suspension, the Administrative Charges, and if applicable, what Instalment Payment(s) have been missed and/or declined.

  1. If you wish to reactivate your Account, you:

  1. must pay the Administrative Charge; and

  1. must pay the entire amount of any and all Instalment Payments due to us at the time of the reactivation and/or any other such amounts as may be due to us. You may first be required to change the Payment Method if the reason for the rejected payment is related to your Payment Method.

  1. You authorize us, to the extent permitted by law, to satisfy any monetary liability you owe us by (a) debiting your Preferred Payment Method and/or any other Payment Method at a later time or date in accordance with the Clause 3, (b) debiting any other debit card or credit card for which you have provided details, (c) offsetting the payment amount against any amounts we may owe to you, and/or (d) any other legal means.

  1. If you have been subject to a Suspension, we reserve the right to revise the terms of your use of the Instalment Payment Structure, including changing the way your Instalments are calculated on your Payment Schedule, and/or limit, restrict, suspend or terminate your ability to select the Instalment Payment Structure even after you have successfully reactivated the Account.  Without prejudice to the foregoing Atome may, at its discretion, and through no involvement or instruction from us, independently limit, restrict, suspend or terminate your access to the Atome Platform in the future.  If so, we may no longer be able to offer you the Instalment Payment Structure.

  1. We do not give any express warranty or guarantee as to the suitability, reliability or availability of the Instalment Payment Structure.

  1. INSTALMENT PAYMENT AUTHORIZATION

  1. You hereby expressly consent to, authorize and instruct us, our Assignees and Atome (with or through any third party payment processors or providers) to initiate recurring debit card, or credit card and/or other types of payments from the Preferred Payment Method in your Account for such amounts and on such scheduled dates set out in your Payment Schedule. All Instalment Payments will be automatically charged to your Preferred Payment Method in accordance with your Payment Schedule.

  1. You acknowledge that you are giving us, the Merchant, our Assignees, and Atome (with or through any third party payment processors or providers), the ability to collect or reverse variable payment amounts from or to your Payment Method, in accordance with your Payment Schedule and the terms of this Contract.

  1. If we are unable to collect any Instalment Payments because your Preferred Payment Method declines the payment attempt, your Account will be suspended. In addition, you expressly consent to, authorize and instruct us to charge your Preferred Payment Method and/or any other designated debit card or credit card to collect the total of any such missed Instalment Payment and the Administrative Charge in accordance with Clause 2.8. We may charge the total of the missed Instalment Payment and the Administrative Charge at any time prior to or within sixty (60) days of the final due date specified on your Payment Schedule.

  1. You agree to be bound by any rules that your debit card or credit card issuer requires for pre-authorized debit card or credit card transactions. You are responsible for all fees charged by your financial institution associated with the Instalment Payment.

  1. You must update your Account with all changes to your credit/debit card information and your Preferred Payment Method by logging into your Account. If you do not update your Account with such changes, we may be unable to process the relevant Instalment Payments required and you may be subject to a Suspension. If so, you will have to reactivate your Account and pay all missed Instalment Payments and an Administrative Charge in accordance with Clause 2.8. You may additionally be subject to fees or charges assessed by your card provider, payment provider, payment processor and/or any other financial institution providing the relevant Payment Method.

  1. NEITHER WE NOR ATOME SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF YOUR ACCOUNT BEING SUSPENDED, DEACTIVATED AND/OR CLOSED FOR ANY REASON. FOR THE AVOIDANCE OF DOUBT, THIS SHALL INCLUDE ANY LOSSES THAT MAY BE INCURRED IN RELATION TO ANY PAYMENT MADE ON ITEMS INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR PAYMENT METHOD IS CHARGED. If your Account is subject to Suspension as a result of error or system failure or Security Breach, you would be required to provide Atome with a copy of the relevant records, and if Atome determines such error, system failure or Security Breach took place then your Account will be reactivated and any relevant Administrative Charge will be waived.

  1. Order Confirmation and Errors

  1. As mentioned in Clause 2.5.3, you are responsible for inputting the correct Purchase Price and reviewing the Order(s) as they appear in your Payment Schedule. NEITHER WE NOR ATOME SHALL BEAR ANY LIABILITY OR RESPONSIBILITY FOR LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A FAILING TO REVIEW THE TERMS OF A PROPOSED TRANSACTION.

  1. In the event of an error, you may immediately request that we refund you for the proposed Order. However, whether or not we accede to such request shall at all times be subject to our sole discretion.  We may, but shall not be obliged to, process a full refund and allow you to make another Order afresh.  Without prejudice to the foregoing, we process all requests for refunds in accordance with Clause 5 below.  

  1. Refunds and Other Adjustments Subsequent to Purchase

  1. If you return or discontinue Merchant Services that have been purchased using the Instalment Payment Structure and/or request for a refund, return, or replacement as may otherwise be accepted or permitted by law, such refund, return or replacement shall be subject to our refund process and procedures, unless otherwise directed by our Assignee.  You will have to notify us and directly arrange the return and refund with us.  Please check our policy in relation to timing for processing refunds.

  1. If we choose to accept a return, discontinuation or process a refund (entire or partial) in relation to a completed Order under the Instalment Payment Structure, we must next initiate the refund process by logging in to the Atome Platform to select the Order in question and indicate that we have agreed to process a refund (entire or partial). We will then enter the amount that we have agreed to refund to you ("Refunded Amount"). The Refunded Amount is capped at the aggregate Purchase Price.

  1. Until the return, discontinuation or refund in Clause 5.2 has been processed through the Atome Platform, you will remain liable for the full payment of the Merchant Services. All Instalment Payments will continue to be processed in accordance with the dates set out in your Payment Schedule.

  1. Once the refund process in Clause 5.2 has been completed, the Refunded Amount will be returned to you. The Refunded Amount shall be applied to reduce the next due Instalment Payment first, and then to the subsequent Instalment Payment until all of your remaining payment obligations are extinguished, as applicable depending on the Refunded Amount. If the Refunded Amount is greater than the aggregate amount of amounts owed in such subsequent Instalment Payments, such amounts will be refunded by the same Payment Method used to purchase the Merchant Services.

  1. Atome will process refunds as soon as reasonably practicable, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., third party online payment processer, Visa, Mastercard, etc.) rules and practices.  You acknowledge and agree that any refund amount due to be repaid to your relevant Payment Method is subject to handling methods outside our or Atome's control and you shall not hold us or Atome responsible for any delays in relation to the same.

 

  1. Your Use of the Instalment Payment Structure

  1. You agree to pay and accept sole liability for the full amount of the Purchase Price in three Instalment Payments as set forth in Clauses 2 and 5 to us and/or the Assignee.  

  1. You agree that all information that you provide us is true, complete and accurate and you agree not to misrepresent your identity.

  1. If your information, including your Payment Method information, changes, you agree to notify our service provider Atome immediately.

  1. You agree that we have a right to obtain information about you (including but not limited to your Payment Method, Order details, credit history and any other such information as may be required in connection with the Atome Services) from any third party card providers, payment processors and/or any other third parties as we may deem appropriate in connection with your use of the Instalment Payment Structure on the Atome Platform.

  1. Prohibited uses of the Instalment Payment Structure: You agree not to use the Instalment Payment Structure for any unlawful or fraudulent activity and to immediately contact Atome if you believe that your Payment Method may be subject to an unauthorized transaction, account takeover or other type of fraudulent activity or security breach. By using the Instalment Payment Structure, you agree that you will not do any of the following:

  1. use the Instalment Payment Structure to pay for Merchant Services relating to any persons or articles prohibited or restricted from being sold to you under the applicable laws and regulations, including the goods and/or services listed in Annex A of the Terms, which may be updated by Atome or by law from time to time (“List of Prohibited Entities, Goods and/or Services”). You will ensure that you will not make an Order using Atome Services that involves or relates to any Prohibited Entities, Goods and/or Services. BOTH WE AND ATOME WILL HAVE THE RIGHT TO REFUSE TO PROVIDE ANY ATOME SERVICES WITH RESPECT TO ANY PROHIBITED TRANSACTION AND YOU WILL INDEMNIFY BOTH WE AND ATOME FOR ANY DAMAGES, LOSSES, AND LIABILITIES THAT ATOME MAY SUFFER ARISING FROM OR IN CONNECTION WITH SUCH PROHIBITED TRANSACTION; or

  1. use the Instalment Payment Structure to accomplish a cash advance.

  1. CONSENT TO ELECTRONIC COMMUNICATION

  1. By clicking to accept this Contract, you are deemed to have executed this Contract electronically. You consent to electronically receive and access via email or your Account all records and notices related to the Instalment Payment Structure that we would otherwise be required to provide to you in paper form. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by sending an email to support@atome.sg with “Revoke Electronic Consent” in the subject line. Any withdrawal of your consent to receive records and notices electronically will be effective only after a reasonable period of time to process your request for withdrawal. If you withdraw your consent to receive communications electronically, we may restrict, suspend or terminate your access to the Instalment Payment Structure or charge you additional fees for paper copies. If you withdraw your consent to receive communications electronically, this Contract will continue to apply to any orders accepted prior to such closure until all amounts owing are received in full.

  1. To ensure that we are able to provide communications to you electronically, you agree to notify Atome immediately of any change in your email address by updating your Account or via email. Until such time as your new email address has been received by Atome, any notification or communication provided to you at your previous email address shall be considered to have been delivered to and received by you.

  1. Notices from Atome to you may be sent via email to the email address you have provided in your Account. Notices from you to Atome may be sent via email to support@atome.sg. Such notices shall be deemed received upon successful transmission unless stipulated otherwise.

  1. To view and retain a copy of this Contract and other communications under this Contract, you will need a device (such as a computer or mobile phone) with a web browser and internet access and either a printer or local or cloud-based storage space. By accepting and agreeing to this Contract electronically, you represent that (i) you have read and understand the above consent to receive records and notices electronically; (ii) you satisfy the minimum hardware and software requirements specified in this Clause 7.4; and (iii) your consent will remain in effect until you withdraw your consent as specified above in Clause 7.1.

  1. For a paper copy of this Contract or other communications provided under this Contract, you may send an email to support@atome.sg with contact information and the address for delivery.

  1. Short Message Service (“SMS”) Communications

  1. As part of the Instalment Payment Structure, we may send you SMS messages. You agree to receive SMS messages to each telephone number provided by you to us or Atome regarding the Instalment Payment Structure. You understand that such SMS may be placed using an automatic telephone dialling system or may include automated SMS messages. Your consent is required to allow us to contact you. You agree that you are responsible for any message, data rates or fees that your telephone service provider charges in relation to SMS messages sent and received by you. If you have any questions regarding those rates, please contact your wireless carrier.

  1. If you wish to withdraw your consent to have communications provided via SMS, you may opt-out of receiving SMS by emailing support@atome.sg. Any request will be effective only after a reasonable period of time to process the request. If you withdraw consent, you may be prevented from using the Instalment Payment Structure in the future.

  1. Changes to this Contract

  1. We will not change any terms and conditions for an existing Order that has been accepted; the terms and conditions that will apply to an accepted Order are the terms and conditions that applied at the time the Order was made. Any variation or amendment as provided for in Clause 9.2 will have prospective effect only.

  1. Subject to Clause 9.1, we reserve the right to vary or amend this Contract from time to time without requiring express or implied consent and without prior notice of such variations or amendments. You agree that it shall be your responsibility to review this Contract regularly and prior to each Order made using your Account on the Atome Platform, whereupon the continued making of Orders after such variation or amendment to this Contract shall constitute your consent and acceptance of such variation or amendment, regardless of whether you have reviewed the updated version of this Contract.

  1. Transfers or Assignments

  1. You cannot transfer or assign any rights you may have under this Contract without our prior written consent.

  1. You agree that we may appoint third party collection agencies to collect any amounts owing to us under this Contract without your consent.

  1. We may transfer, assign or novate this Contract, related rights in relation to determining refund/returns and any other rights and obligations under this Contract, to a third party without your consent or notice to you.

  1. Complaints and Disputes

  1.  If you have a complaint about the Merchant arising out of or related to this Contract or the Instalment Payment Structure other than with respect to the delivery or quality of the goods purchased, you should file a dispute by following the Notice procedures set forth in Clause 11.3 below. If you have a complaint arising out of the delivery or quality of the goods you have purchased, you should contact the Merchant using the details posted on Merchant’s website or contact a Merchant’s physical store.

  1. We may request additional documentation from you to assist us in resolving any complaints or disputes, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes.

  1. Arbitration

  1. In the event of a controversy, dispute or claim between you and us relating to this Contract, your use of any part of the Instalment Payment Structure or the enforcement of any provision of this Contract (a “Dispute”), Parties shall first:

  1. issue a written notice of the Dispute (“Notice”) to the other Party; and
  2. attempt to resolve such Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) calendar days upon receipt of such Notice.

  1. Your address for such Notices is the email address you have provided in your Account. Our address for such Notices is: by email to support@atome.sg.

  1. All Notices must include

  1. name of the Party issuing the Notice;
  2. pertinent Account information;
  3. a brief description of the Dispute; and
  4. contact information of the Party issuing the Notice.

  1. If the Parties are unable to resolve the Dispute by negotiation in accordance with Clause 11.3.1 above within thirty (30) calendar days upon receipt of such Notice, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Clause 11.3.4. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

  1. Applicable Law and Jurisdiction

  1. Except as expressly provided otherwise, this Contract is governed by, and will be construed under, the laws of the Republic of Singapore, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

  1. Limitation of Liability

  1. To the extent permitted by law, under no circumstances shall we or our subsidiaries, partners,  affiliates, or Atome or its subsidiaries, partners, or affiliates, employees, directors, officers, agents, representatives and/or any third parties providing services for and/or on behalf of Atome ("Indemnified Parties")  be liable to you for: any indirect, incidental, consequential, special or exemplary damages (whether in contract, tort, equity or otherwise), arising from or relating to this Contract, the use of or inability to use an Account, the Instalment Payment Structure, or our or your liabilities to third parties arising from any source.

  1. You agree that the aggregate liability of the Indemnified Parties to you for all claims arising out of or related to this Contract or your use or inability to use the Instalment Payment Structure will not (other than as may be required by applicable law in cases involving personal injury) exceed the greater of: (a) the amount you any affected order(s) giving rise to such damages, or (b) the amount of five hundred Singapore dollars (S$500). These limitations will apply even if the above stated remedy fails of its essential purpose.

  1. Indemnification

  1. You agree to release, indemnify and hold harmless the Indemnified Parties from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to:

  1. your access to, use of, or inability to use your Account or the Atome Services;
  2. your use of the Instalment Payment Structure under this Contract;
  3. your breach or alleged breach of the terms of this Contract;
  4. your violation of any rights of a third party, including but not limited to any negligent or wilful misconduct of you, your employees, contractors, representatives or agents, if relevant and as the case may be, or a breach of any contracts or other relationships between you and third parties;
  5. inability to repay your debts and/or any amounts due;
  6. your violation of any applicable law; or

your failure to provide and maintain true, accurate, current and complete information when creating and registering for an Account. You shall cooperate as fully and as reasonably required in the defense of any such claim.

  1. Miscellaneous

  1. In the event of any inconsistency between the terms of this Contract and any other terms between the Parties in respect of the sale of Merchant Services via an Instalment Payment Structure that is subject to this Contract, this Contract shall control and govern the rights and obligations of the Parties, unless stated otherwise.

  1. Unless indicated otherwise, a person who or which is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act to enforce any term of this Contract.

  1. If any provision of this Contract (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Contract shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Contract.

  1. This Contract, including all documents or other material incorporated by reference, constitutes and contain the entire agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

  1. Nothing in this Contract or the Terms shall be deemed to constitute or imply any partnership, joint venture or agency, fiduciary relationship or other relationship between you, the Merchant, Assignee and/or Atome other than the contractual relationship expressly provided for in this Contract.

  1. No failure on our part to exercise and no delay on our part in exercising any right under this Contract and the Terms will operate as a release or waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise of it.

  1. Neither Party shall have any liability under or be deemed to be in breach of this Contract for any delays or failures in performance of this Contract which result from circumstances beyond the reasonable control of that party, except for payment obligations. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

  1. Without prejudice to any other rights or remedies a Party may have, the Parties each acknowledge and agree that damages may not be an adequate remedy for any breach of this Contract and the Parties shall be entitled to the remedies of injunction, specific performance and other equitable relief (but for the avoidance of doubt no right of rescission or, unless expressly permitted, termination) for any threatened or actual breach of this Contract.