Deferred payment agreement

Summary of Atome

Please read this Deferred payment agreement carefully.  

Last Updated: 3 November 2020

1. Parties to this Contract

1. The terms of this Deferred payment agreement (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 or as facilitated by us (“Merchant Products/Services”) through our Sites (defined below) via an extended repayment feature under which payment may be made in interest-free instalments (“Deferred 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.

2. By selecting the Deferred Payment Structure in relation to your payment for your selected Merchant Products/Services (“Order”), you agree to be bound by the terms of this Contract.

2. Description of the Deferred Payment Structure

1. Platform. To offer this Deferred Payment Structure, we utilise the services of a third party technology service provider, APaylater Financials Pte Ltd (“APaylater”), doing business as Atome (“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 “Platform”) and assists in the administration of the Deferred Payment Structure.

2. Your Eligibility. To be eligible to use the Deferred Payment Structure, you must:

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

2. 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

3. 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 Deferred Payment Structure.

3. By entering into this Contract, you represent and warrant that you are eligible to use the Deferred Payment Structure and meet the requirements in Clause 2.2.

4. In addition to these eligibility requirements, please note that use of the Deferred Payment Structure is subject to approval in the sole discretion of us (the Merchant) and/or Atome Financial Singapore Pte Ltd (the “Assignee”) in each instance.

5. WE RESERVE THE RIGHT TO IMPOSE ANY ADDITIONAL FEES AND/OR SURCHARGES UPON OUR SOLE DISCRETION. SUCH ADDITIONAL FEES AND/OR SURCHARGES DO NOT REPRESENT CHARGES OR FEES IMPOSED BY ATOME OR ASSIGNEE ON YOU.

6. If you wish to use the Deferred Payment Structure to make a purchase at an offline Site, you must key in the correct purchase price for your purchase on the Platform (including any applicable goods and services tax and surcharges) (“Purchase Price”). 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.

7. If you wish to use the Deferred Payment Structure at an online Site, you must choose Atome as the payment option upon checkout.  

8. For every transaction using the Deferred Payment Structure, you will be required to review the following information that is generated on the 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”).

You must then confirm on the Platform 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.

9. Your Order is subject to the approval of us, the Assignee and/or Atome. We may, in our sole discretion, decline to provide the Deferred Payment Structure to you or cancel an approved Order before the Merchant Products/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. A transaction is deemed to be completed or concluded (i) when you are notified via the Atome Platform that your Order has been approved, or (ii) when you have paid the first payment under your Payment Schedule in relation to such Order, whichever is the earlier.

2. Once a transaction is completed or concluded, you acknowledge and agree that we shall be deemed to have assigned to the Assignee our rights to receive the outstanding payments for the Merchant Services purchased by you.

10. If the Order is approved, as described in your Payment Schedule, you will be notified via the Platform and multiple payments (each, a “Deferred Payment”) will be collected by charging your Preferred Payment Method on the dates specified in your Payment Schedule. The Deferred Payments may not be of equal amount, depending on your prior payment history and length of time you have been using the Deferred Payment Structure facilitated by the Platform and such other factors as may be determined by us and/or Atome from time to time in our sole discretion, and subject to the approval of Atome.

11. Late or rejected payments are subject to Clause 2.15.  It is your responsibility to read and understand how late or rejected payments are handled as provided in this Contract.

12. We and/or our Assignee may, in our sole and absolute discretion, agree to receive payments for an Deferred Payment (or part thereof) from Atome,  any other affiliate of Atome 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 Deferred 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 Atome.

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

14. You are responsible for ensuring that you have sufficient funds via your Payment Method available to make Deferred 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 DEFERRED PAYMENTS ON THE DATES SPECIFIED IN YOUR PAYMENT SCHEDULE.

15. Late or Rejected Payments

1. There are no service fees or interest associated with using the Deferred Payment Structure. However, if an Deferred 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 Deferred Payment is not successfully processed on the relevant due date, you will be immediately suspended from the 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.

2. 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.

16. If you have been subject to a Suspension, we reserve the right to revise the terms of your use of the Deferred 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 Deferred 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 Platform in the future.  If so, we may no longer be able to offer you the Deferred Payment Structure.

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

3. DEFERRED PAYMENT AUTHORIZATION

1. You hereby expressly consent to, authorize and instruct us, our Assignee 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 Deferred Payments will be automatically charged to your Preferred Payment Method in accordance with your Payment Schedule.

2. You acknowledge that you are giving us, the Merchant, our Assignee, and Atome (with or through any third party payment processors or providers), authorisation 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.

3. 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 Deferred Payment.

4. 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 Deferred Payments required and you may be subject to a Suspension. If so, you will have to reactivate your Account and pay all missed Deferred Payments and an Administrative Charge in accordance with Clause 2.15. 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.

5. 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.

4. Order Confirmation and Errors

1. As mentioned in Clause 2.6, in relation to the use of the Deferred Payment Structure at physical Sites, you are responsible for inputting or confirming 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 FAILING TO REVIEW THE TERMS OF A PROPOSED TRANSACTION.

2. 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.  

5. Refunds and Other Adjustments Subsequent to Purchase

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

2. Until the return, discontinuation, refund or waiver has been processed through the Platform, you will remain liable for the full payment of the Merchant Products/Services. All Deferred Payments will continue to be processed in accordance with the dates set out in your Payment Schedule.

3. Once the refund or waiver process has been completed, the amount that we have agreed to refund to you (“Refunded Amount”) will be returned to you. The Refunded Amount is capped at the aggregate Purchase Price. Subject to Atome's absolute discretion to vary the amount, manner and order to which the Refunded Amount shall be applied, the Refunded Amount shall first be applied to reduce the next due Deferred Payment, and then to the subsequent Deferred 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 Deferred Payments, such amounts will be refunded to the same Payment Method used to purchase the Merchant Products/Services.

4. 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.

6. Your Use of the Deferred Payment Structure

1. You agree to pay and accept sole liability for the full amount of the Purchase Price in Deferred Payments to us and/or the Assignee.  

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

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

4. 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 Deferred Payment Structure on the Platform.

5. Prohibited uses of the Deferred Payment Structure: You agree not to use the Deferred 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 Deferred Payment Structure, you agree that you will not do any of the following:

1. use the Deferred Payment Structure to pay for Merchant Products/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. WE, ATOME AND/OR OUR ASSIGNEE WILL HAVE THE RIGHT TO REFUSE TO PROVIDE ANY ATOME SERVICES WITH RESPECT TO ANY PROHIBITED TRANSACTION AND YOU WILL INDEMNIFY US, ATOME AND/OR OUR ASSIGNEE FOR ANY DAMAGES, LOSSES, AND LIABILITIES THAT WE, ATOME AND/OR OUR ASSIGNEE MAY SUFFER ARISING FROM OR IN CONNECTION WITH SUCH PROHIBITED TRANSACTION; or

2. use the Deferred Payment Structure to accomplish a cash advance.

6. 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 Deferred Payment Structure that we, Atome and/or the Assignee 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 [email protected] 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 Deferred 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.

2. To ensure that Atome 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.

3. 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 [email protected]. Such notices shall be deemed received upon successful transmission unless stipulated otherwise.

4. 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.

5. For a paper copy of this Contract or other communications provided under this Contract, you may send an email request to Atome at [email protected] with contact information and the address for delivery.

6. For the avoidance of doubt, please note that:

1. we have no joint venture or partnership with Atome or the Asssignee and are not a related party to Atome or the Assignee;
2. neither Atome nor the Assignee have any authority to make any representation or to act on our behalf; and
3. we disclaim all liability arising out of or in relation any act or omission which Atome or the Assignee may do (or fail to do) in relation to this Contract.

7. (Not used)
8. 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.

2. Subject to Clause 9.1, we reserve the right, with Atome's prior consent but without any notification to or consultation with you,  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 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.

9. Transfers or Assignments

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

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

3. We may transfer, assign or novate this Contract  to a third party without your consent or notice to you.

10. Complaints and Disputes

1. If you have a complaint about the Merchant arising out of or related to this Contract or the Deferred 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.

2. 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.

3. 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 Deferred 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.

2. Your address for such Notices is the email address you have provided in your Account. Please direct such Notices by email to [email protected], who will support the resolution of the Dispute.

3. 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.

4. 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.

11. 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.

12. Limitation of Liability

1. To the extent permitted by law, under no circumstances shall we or our subsidiaries, partners,  affiliates, or Atome or the Assignee, or their subsidiaries, partners, or affiliates, employees, directors, officers, agents, representatives and/or any third parties providing services for and/or on behalf of Atome or the Assignee (“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 Deferred Payment Structure, or our or your liabilities to third parties arising from any source.

2. 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 Deferred 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 of 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.

13. 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 Deferred 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
7. 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.

14. 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 purchase by you of Merchant Products/Services via an Deferred Payment Structure that is subject to this Contract, this Contract shall control and govern the rights and obligations of the Parties, unless stated otherwise.

2. Other than Atome and the Assignee, 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.

3. 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.

4. 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.

5. 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, the Assignee and/or Atome other than the contractual relationship expressly provided for in this Contract.

6. No failure on our or Atome or the Assignee's part to exercise and no delay on our or Atome or the Assignee's 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.

7. 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.

8. 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.