Terms and Conditions

Please read these Terms of Service (“Terms and Conditions” or “Agreement”) carefully as it governs your relationship with us. By using the Zip Services, you agree to be bound by these Terms and Conditions, and you are deemed to have executed these Terms and Conditions electronically. The headings contained in this document are for reference purposes only.

1. General

1.1. By signing up for a Zip Account and/or using the Zip Services on the Zip Platform, you agree to the following:

• Represent that you are acting on your own behalf, you are an individual resident of the Territory and not a company, partnership or other commercial or non-commercial entity, you are at least eighteen (18) years old, have a valid and verifiable email address and mobile telephone number issued by a telecommunications carrier acceptable by us, own a Valid Payment Method, and any information submitted by you to us in connection with your application for a Zip Account is true and complete in all material respects and that there has been no Material Adverse Change not provided in your application. If any of the foregoing is not true, you are not eligible to use Zip Services, and doing so will be unauthorized and must constitute a breach of these Terms and Conditions.
• Any information you provide must be kept accurate, current and complete at all times for the term of this Agreement and that Zip may rely on your information as such, and if your information is untrue, inaccurate, incomplete or not current in any respect, Zip has the right, but not the obligation, to terminate this Agreement and your use of the Zip Services at any time with or without notice to you.
• Authorise us to conduct any checks, validations and risk assessments, and to make any inquiries (whether directly or through third parties) necessary to verify your identity, assess your creditworthiness, and/or any other acts as may be required under Applicable Law or other regulatory requirements, and to obtain consumer reports about you in connection with your application for the right to use the Zip Services for as long as your account is open and/or this Agreement is in effect.
• Acknowledge that your eligibility to use the Zip Services may be assessed on an ongoing basis, and that Zip reserves the right to deny, suspend, or terminate the provision of the Zip Services to you at any time without any liability to you, and you must have no right of recourse or appeal against any such decision.
• Assume full responsibility and liability for any loss or damage suffered by you, Zip, or any other party as a result of your breach of this Agreement.
• Acknowledge that Zip does not assume any advisory or fiduciary responsibility with respect to you in connection with your use of the Zip Platform or Zip Services, and that Zip has not provided you with any legal, accounting, regulatory or tax advice with respect to the use of the Zip Services, and you have consulted your own legal, accounting, regulatory and tax advisors with respect to the use of the Zip Services.

1.2. Changes to these Terms and Conditions

• We reserve the right to amend these Terms and Conditions at any time by adding, deleting, and/or changing provisions of this Agreement in whole or in part. If we amend this Agreement, then we will provide notice on our website or as otherwise required by Applicable Law. Subject to any notice period that may be required by Applicable Law, you agree that your continued use of Zip Services will constitute your agreement to any such amendments after we provide the relevant notice of any such amendment to this Agreement, unless you close your account immediately.

1.3. Your continued use of the Zip Services, whether or not reviewed by you, must constitute your consent to and acceptance of the terms of this Agreement.

1.4. CERTAIN DEFINITIONS.

“We”, “us”, “our” or “Zip” means Zip Global Consulting Pte. Ltd. (UEN: 201940286E).

“You” and “your” refers to the individual person who creates the relevant Account and uses the Account for the use of the Zip Services.

“Account” means your account with Zip, as described and governed by this Agreement, where we will debit any fees, charges, and/or costs we impose on you for your use of Zip Services.

“Account Dashboard” means the dashboard that Zip makes available to you on its website reflecting the activity on your Account and other information, including (without limitation) the unpaid balances and/or the relevant Due Dates.

“Applicable Law” means all applicable, relevant (i) laws, statutes, rules, regulations, judgments, and interpretations; and/or (ii) by-laws, rules, regulations, operating letters and policies of the Territory.

“Auto-Deduction” means the automatic recurring payment from your the Valid Payment Method in relation to transactions made with your Account.

“Business Day” means any day other than a Saturday, Sunday or bank or public holiday in the Territory.

“Deferred Payment” means any payment(s) you owe to Zip under the relevant Deferred Payment Plan.

“Deferred Payment Plan” means the payment feature where payment of the relevant purchase price for a transaction is made in one or more (equal or otherwise) tranches on a deferred and interest free basis.

“Deferred Payment Plan Dashboard” means the dashboard provided to you by Zip in relation to transactions made using Zip Services setting out a summary of the key terms of your Deferred Payment Plan, including (without limitation) the outstanding amount and Due Dates associated with your Deferred Payment Plan.

“Due Date” means any date by which you are required to make a payment as reflected on your Disclosure Statement.

“Fee” means any fees we may impose from time to time, as communicated to you and at our sole discretion, for your use of the Zip Services and Zip Platform, including (without limitation) late payment fees for any late, missed, returned or refused payments due to insufficient funds in your Valid Payment Method.

“Lawful Currency” means the lawful currency of the Territory.

“Loss” means any claims, debts, losses, liabilities, demands, obligations, costs, expenses (including reasonable legal fees), fines, penalties, actions and causes of action and/or judgments.

“Material Adverse Change” means any circumstances that, individually or in aggregate, has had, or may reasonably be expected to have, a material adverse effect on your ability to perform your obligations under this Agreement.

“Merchant” means any Zip-approved merchants of physical and/or online stores (including websites and/or mobile applications) which allow customers to purchase goods and services using the Zip Services on the Zip Platform.

“Order” means an order created in the Zip Platform as a result of a successful transaction between you and a Merchant using the Zip Platform and the Zip Services to effect payment for said transaction.

“Purchase Price” means thepurchase price for your purchased goods and services using the Zip Services, inclusive of any of the following (without limitation): any Merchant-imposed fees, shipping costs, applicable sales and services taxes, duties, costs and/or surcharges as may be in force at the time of your Order.

“QR Code” means a Quick Response Code provided by Zip, a form of barcode (or two-dimensional barcode) that is unique to the relevant Merchant and generated for the Merchant to process Transaction(s) from Customers using the Zip Payment Services on the Zip Platform.

“Refunded Amount” means the amount that is refunded to you pursuant to the refund process as outlined under these Terms and Conditions.

“Territory” means the relevant territory where the Zip Services and the Zip Platform are provided to you, including (without limitation) Singapore.

“Valid Payment Method” means a method of payment that is acceptable to Zip at its sole discretion from time to time (without limitation, including credit cards, debit cards and/or virtual cards or otherwise) as nominated by you for the purpose of making payments when using Zip Services, including any additional payment methods you may nominate in addition to your primary payment method under the relevant Deferred Payment Plan.

“Zip IP” means any and all Zip’s proprietary intellectual property included in or made available through the Zip Services, including (without limitation) text, logos, icons, images, data compilations, design, graphics, compilation, magnetic translation, digital conversion, software and other matters to the Zip Services.

“Zip Services” means the services of implementing and administering an online payment solution where Merchants offer you the option to make payment for their goods and/or services on a deferred and interest-free basis

“Zip Platform” means the proprietary technology operating platform developed by Zip and/or its affiliates, including the Zip Website (zip.co) and any other mobile, tablet, smart device applications, and application programme interfaces or websites operated and managed by Zip through which you may use the Zip Services and includes the user interface by which you submit your information (including your credit or debit card details) and through which your Account Dashboard is accessible.

“Zip Trademarks” means any and all trademarks, service marks and logos used and displayed on the Zip Platform when using Zip Services, whether registered or unregistered.

1.5. PROVISIONS OF THIS AGREEMENT ARE SEVERABLE.

If any provision of this Agreement is found to be invalid, the remaining provisions will continue to be effective.

Our Services

GENERAL

NO CREDIT/LOAN. For the avoidance of doubt, the Zip Service is a factoring arrangement and Zip does not provide any credit of any kind to you or to any Merchant.

NO WARRANTY FOR MERCHANTS. Zip expressly disclaims any liabilities and warranties related to the Merchants’ provision of its goods and services to you. The Merchants remain fully responsible for their goods and/or services offered or sold to you under your contractual relationship with the relevant merchant. The relevant Merchant is and remains solely responsible for any liabilities incurred and obligations derived from and in the course of their services to you. Any fees charged by the Merchant for the use of Zip Services do not represent fees charged or intended to be charged by Zip to you.

2.2. YOUR ZIP ACCOUNT AND TERMS APPLICABLE TO ALL SERVICES.

ELIGIBILITY. To be eligible to use the Zip Platform and/or the Zip Services, you must seek and receive approval from Zip where such approval is determined at the sole discretion of Zip. Without limiting the foregoing, Zip may make such determinations when you request to open an Account, when you request an additional service from Zip, when you attempt to make a purchase on the Zip Platform and/or at any other time as determined by Zip at its sole discretion.

You agree that Zip may close, suspend, restrict and/or limit your Account at Zip’s sole discretion at any time for any reason without notice to you without any liability to you. Zip may cancel any transactions made using the Zip Services at any time in its sole discretion and without notice to you before a Merchant delivers or supplies any goods or services. Further, Zip reserves the right to reject or refuse any Orders at Zip’s sole and reasonable discretion.

The use of the Zip Services may not be available for all transactions with all Merchants and we may, at our sole discretion, set certain prescribed minimum or maximum purchase amounts for your use of Zip Services.

USE OF YOUR ACCOUNT AND THE SERVICES. You must not misuse the Zip Platform by creating multiple user accounts. You may use your Account and the Zip Services solely for your personal use and must not use the Zip Services for any business or commercial purposes. You must not use your Account or the Zip Service to (i) engage in any illegal or fraudulent activities (including any activity in connection with gambling) or permit such use on your Account; (ii) engage in any use that is inconsistent with the intended purpose of the Zip Platform and the Zip Services; or (iii) use or permit the use of any Valid Payment Method to make an Order if you are not the holder of the relevant instrument used under a Valid Payment Method.

You agree that you are solely responsible for any unauthorized use of or access to your Account, and must notify us immediately where you suspect any unauthorized use of or access to your Account. Zip reserves the right to conduct any investigations into an Order which we reasonably suspect to be in breach of these Terms and Conditions and/or any Applicable Law. Certain transactions made using the Zip Service may be delayed from time to time by either Zip or the relevant Merchant. You acknowledge and accept that all transactions made using the Zip Services are always subject to confirmation by Zip, and Zip will not be responsible for any loss incurred by you resulting from any such delay(s).

You acknowledge and accept that any transactional information provided to you at the time of your relevant purchase using the Zip Services may differ to the corresponding information provided under the Deferred Payment Plan Dashboard.

USE OF ZIP SERVICES IN-STORE. In the event you use the Zip Services to place an Order physically in-store, the Merchant will provide you with a QR Code specific to the relevant Merchant. You must scan the relevant QR Code and, when presented with the request, correctly and accurately enter the relevant Purchase Price of your Order on the Zip Platform, including any applicable sales and services taxes, duties, costs and/or surcharges as may be in force which your Order may be subject to. You must then review the information generated on the Zip Platform showing: (i) the Purchase Price of your Order; (ii) your Deferred Payment schedule depending on the relevant Deferred Payment Plan; and (iii) your Valid Payment Method.

APPROVED ORDERS. If your Order is approved by us, we will provide you with a Disclosure Statement reflected on your Account Dashboard. Your Account Dashboard will indicate (i) your Order amount; (ii) the Deferred Payment Plan which you signed up for showing the outstanding amount and Due Date for each Deferred Payment; and (iii) your Valid Payment Method for Auto-Deduction purposes.

YOUR OBLIGATION TO PAY. By using the Zip Services, you agree to pay, and accept sole liability for, the full amount of the Deferred Payments under your Deferred Payment Plan. You may pay any outstanding balance on any Deferred Payment before or by its Due Date without any penalty or fee. In the event you fail to make a Deferred Payment by its Due Date (either directly to Zip or where Auto-Deduction is declined due to insufficient funds in your Valid Payment Method or any other reason), or if such payments are not successfully processed by the relevant Due Date, you may be charged a fee by Zip. You agree that Zip may take any such further steps as are deemed necessary at the sole and reasonable discretion of Zip to enforce any such outstanding payments and recover any such outstanding funds from you.

PAYMENT TERMS.

• YOUR VALID PAYMENT METHOD. By using the Zip Services, you must provide a Valid Payment Method and you authorise us to initiate Auto-Deductions from such Valid Payment Methods in relation to transactions made using your Account. Zip reserves the right to reject any method of payment, and may discontinue accepting any particular method of payment at any time, from time to time, for any reason.
• Payments made by the Valid Payment Method may be subject to the terms and conditions established by the relevant issuer (as the case may be). If a Deferred Payment cannot be processed through the nominated Valid Payment Method, you will be responsible for any fees incurred by you and Zip will have no liability to you in relation to any such fees imposed by a third party. You must ensure that you have sufficient funds available in relation to your Valid Payment Method.
• ASSIGNMENT OF MERCHANT’S RIGHT OF RECEIVABLES. Upon the completion of an Order by you, and Zip’s approval of the same, the Merchant will immediately and irrevocably sell and assign the Merchant’s right of receivables (being the Purchase Price of your Order) under the relevant Deferred Payment Plan to Zip and/or its affiliates where it has been agreed between the Merchant and us for the Merchant to receive payment in exchange for its assignment of its receivables from your Order, and you consent to such sale and assignment. You must then pay us, the sole and beneficial owner of the right to such receivables from your Order in place of the Merchant, in accordance with your Deferred Payment Plan. Zip retains the sole discretion to accept or reject your Order and the assignment of such receivables from the Merchant, without providing any reason to you. In the case of our rejection of a relevant Order, the Zip Platform will reflect any such rejection of your Order and Zip must not be a party to the transaction between you and the relevant Merchant.

REFUNDS, RETURNS, AND/OR REPLACEMENTS. In the event that you wish to request a refund, return, and/or replacement for any goods or services procured from a Merchant, it is your sole duty to notify the relevant Merchant of any such request. Any such refund, return, and/or replacement will be subject to (i) the relevant Merchant’s refund process and procedures; and (ii) Zip’s subsequent review, investigation, and/or approval of the refund, return or replacement request. Until any such request has been processed and approved by Zip at its sole discretion, you will remain liable for the full payment of your Order and all applicable Deferred Payments will continue to be payable to Zip.

Once a refund or fee waiver process (as applicable) has been completed, any Refunded Amount will be returned to your nominated Valid Payment Method under the applicable Deferred Payment Plan. Subject to Zip’s sole and absolute discretion to vary the amount, manner and/or order to which the Refunded Amount is to be applied to any outstanding funds you owe to us, the Refunded Amount will be first applied to offset the last tranche(s) of any Deferred Payment due to us. In the event the Refunded Amount is greater than the total outstanding amount owed to us, we will refund any remaining funds from the Refunded Amount into the same Valid Payment Method used to make the relevant purchase from the relevant Merchant.

ADJUSTMENTS FOR SMALL BALANCE INSTALMENTS. In the event that a refund is applied to your account at any time and subsequently reduces an applicable Deferred Payment to less than SG$2, then we may apply that small balance to a separate Deferred Payment at our sole discretion.

MARKETING AND PROMOTIONS. For Zip’s marketing and other related purposes, you hereby consent to receiving communications from us to from time to time in relation to any of the following: (i) to notify you of any events, promotions, activities, contests, promotions, polls, surveys and/or any productions; (ii) alerts, newsletters, updates, mailers, promotional materials, special privileges and/or festive greetings from Zip and/or its affiliates, its partners, advertisers and/or sponsors; (iii) notify and invite you to events or activities organized by Zip and/or its affiliates, its partners, advertisers, and/or sponsors; (iv) share your personal data amongst related companies of Zip and Zip’s agents, third party service providers, developers, advertisers, partners, event companies and/or sponsors.

REVOCATION OF CONSENT. You may revoke your consent for us to contact you for any marketing and other related purposes by making a request via a methodology made available to you by Zip. Any withdrawal of your consent will be effective only once a reasonable period of time for us to process any such request has been completed.

2.3. SERVICES OR BENEFITS FROM OTHERS.

THIRD PARTY BENEFITS. You acknowledge that certain benefits offered by card issuers and/or other third party service providers (e.g. airline miles) for purchases made using any such instruments may not be applicable to transactions made using the Zip Services, and you should enquire separately with the relevant third party service provider offering any such benefits.

MERCHANT PROMOTIONS. Where the relevant Merchant with which you have made an Order conducts any sales-related promotions, including but not limited to limited-time sales, member-only discounts and/or promotion codes, we are under no obligation to process or place your Order within a stipulated time, and you agree that Zip is not liable for any Orders not be placed within the stipulated promotion period of the relevant Merchant. Zip will use its reasonable commercial endeavours to reflect any such promotions in your Order, but you agree that Zip cannot guarantee any such promotions being applied to your Order, and the Deferred Payment Plan will be based on the final price listed in your Order as accepted by Zip.

ADDITIONAL TERMS. From time to time, we may offer or introduce additional services to Zip Services and you will be notified of any terms and conditions applicable to such new services. Unless expressly excluded under the applicable terms governing such new services of Zip Services, any such new services are governed by these Terms and Conditions.

2.4. NO WAIVER.

We may, with or without notice to you, delay or refrain from enforcing our rights under this Agreement without losing them or limiting our ability to exercise them in the future. Without limiting the foregoing, we may choose to accept late payments, partial payments, or payments with any restrictive writing without losing any of our rights under this Agreement. This means that no payment, including those marked with ‘paid in full’ or with any other restrictive words, must operate as an accord and satisfaction without our prior written approval.

3. Information about you

3.1. YOUR PERSONAL DATA:

You acknowledge and agree that Zip may collect, use, process, disclose and/or transfer (whether in or outside Singapore) your personal data for the purposes and to the persons as set out in Zip’s Privacy Policy, available at https://zip.co/sg/privacy-policy, as may be updated from time to time. We may also ask you for documents to help us validate your identity from time to time at our reasonable discretion. We reserve the right to close, suspend, or limit access to your Account and/or the Zip Services in the event we are unable to verify your identity.

3.2. OBLIGATION TO PROVIDE ACCURATE INFORMATION.

You agree that you will provide true, accurate, current, non-misleading and complete information at all times when providing your personal data to us, and you agree not to misrepresent your identity or any of your Account information or related details. You agree to keep all information associated with your Account up to date and accurate at all times, and you must notify us immediately in the event of any change in your contact details.

3.3. CREDIT BUREAU REPORTING.

As a condition precedent for your use of Zip Services, you authorize us to investigate your creditworthiness and to obtain consumer reports about you in connection with your application to use Zip Services and for as long as your Account is open and/or this Agreement is in effect. You authorize us to use such information to (without limitation) evaluate your application for use of the Zip Services, in the operation and maintenance of your Account and/or for any promotional activities. You warrant and represent to us that all information associated with your identity held by any national credit bureau(s) is true and correct in all material respects and that there has been no Material Adverse Change which is not reflected therein.

4. Additional terms

4.1. ACCESS AND SECURITY OF YOUR ACCOUNT.

You are solely responsible for maintaining the security of any credentials (as prescribed by Zip from time to time) associated with your Account. You acknowledge that you must establish all reasonably necessary security controls to limit unauthorized access to your Account. In the event you believe that any such security credentials associated with your Account have been compromised, you must notify us immediately. In the event that you fail to do so, you acknowledge that you are liable for all Orders made using your Account and you will indemnify Zip against all liability arising from any such unauthorized access to your Account.

4.2. COLLECTIONS.

You agree that in the event you fail to pay any Deferred Payments to us, we reserve the right to engage in any such collection efforts as reasonably deemed necessary by us to recover such outstanding amounts from you. Such collection efforts may involve (without limitation) contacting you directly, submitting your information to a collections agency and/or initiating legal proceedings against you. You agree that we may report any such information to credit bureaus and your activities (including late payments, missed payments or other defaults) may be reflected in any such report(s).

4.3. COMMUNICATION.

You agree that Zip may send communications to you in relation to your Account and/or the Zip Services by electronic means or otherwise, and you consent to us sending you the following (without limitation): (i) notices or alerts regarding any Orders and/or relevant Due Dates; (ii) payment reminders in relation to any Deferred Payments; and/or (iii) any other disclosures, notices or communications in connection with the maintenance of your Account. You agree that any electronic communications will be considered to be received by you within 24 hours of the time we send it to you or otherwise send it to your attention (such as via text message or other online notifications). You agree that we may assume you have received any communications sent to you by postal mail three (3) days after we send it.

You consent to us (as well as our agents, contractors and collectors) communicating with you in via telephone calls, texts and/or e-mail via: (i) mobile phone or landline you provide to us or have used to contact us, (ii) any email address you provide to us or to the relevant Merchant, (iii) automated dialer systems and automatic telephone dialing systems, or (iv) pre-recorded or artificial voice messages and/or other forms of communications. In the event any emails to you are not successfully delivered and returned to us, we may attempt to reach you via other methods, and you acknowledge that our inability or delay in contacting you will not affect your obligations under this Agreement, including without limitation your obligation to pay Deferred Payments by the relevant Due Dates.

4.4. MONITORING AND RECORDING.

You acknowledge and agree that Zip and/or its vendors, agents or representatives may, without further notice to you and at our discretion (unless required under Applicable Law) monitor or record any telephone conversations with you for debt recovery, quality control and other training purposes.

4.5. ASSIGNMENT OR SALE.

You may not sell, assign or transfer any of your rights or duties under this Agreement or your Account. If your Account is closed, you must stop using it. You must still pay the full amount you owe to us, and this Agreement will remain in effect until you have fully discharged your obligation to settle all outstanding funds with us.

5. Our Rights

5.1. DEFAULT.

You will be in default of this Agreement in the event you: (i) file for, or have any proceedings initiated against you for bankruptcy or insolvency; (ii) make any representation to us that is misleading, fraudulent, deceptive, or false; or (iii) experience any Material Adverse Change. In the event of a default, we may exercise all remedies available to us under Applicable Law, and we reserve the right to seek immediate payment of all outstanding payments you owe to us.

5.2. SUSPENSION OR CLOSURE OF YOUR ACCOUNT.

Your eligibility for your continued use of the Zip Services will be assessed and determined on an ongoing basis at our sole discretion. We reserve the right to deny, suspend or terminate our provision of the Zip Services to you, close your Account and/or otherwise terminate your right to use the Zip Services at any time for any reason without any liability to you.

You may request to close your Account at any time by contacting us via contact details provided on our website: https://help.sg.zip.co/hc/en-us/articles/4413012699803-How-do-I-contact-Zip-Support-. Upon receipt of any such request from you, we reserve the right to delay any such closure of the relevant Account as reasonably determined by us at our reasonable discretion. You agree that you remain liable for all obligations related to your Account in the event your Account is closed, and Zip will not be liable for any loss you may suffer as a result of your Account being suspended and/or terminated for any reason by us.

5.3. DORMANT ACCOUNTS.

We reserve the right to close your Account if you do not use the Zip Services for a reasonably prolonged period of time, as determined at Zip’s sole discretion. Zip will retain your information for a minimum of five (5) years in accordance with our Privacy Policy, as permitted under Applicable Laws.

5.4. ASSIGNMENT OR SALE.

We may at any time, and without notice to you, sell, assign or transfer your account, any amounts due on your account, this Agreement, or our rights or obligations under your account or this Agreement to any person or entity. The person or entity to whom we make any such sale, assignment or transfer must be entitled to all of our rights and must assume our obligations under this Agreement, to the extent sold, assigned or transferred.

5.5. PAYMENT ERRORS.

In the event any payment(s) made on the Zip Platform results in your Valid Payment Method being either overcharged or undercharged, we will make any such adjustments necessary to correct any such payment errors within a reasonable time once such errors have been identified.

6. How Zip will resolve disputes

6.1. DISPUTES WITH MERCHANTS.

You acknowledge that the relevant Merchant is solely responsible for dealing with all disputes, and complaints in relation to any Order(s) placed with that Merchant. Zip does not assume any responsibility or liability for any such disputes or complaints, and you must contact the relevant Merchant directly regarding any such disputes regarding your purchase with that Merchant.

6.2. DISPUTES WITH ZIP.

In the event of a dispute in relation to, in connection with, or arising out of your use of the Zip Services, such disputes will be referred to and decided by the courts of Singapore.

You acknowledge that where your nominated Valid Payment Method is a credit or debit card and you initiate a chargeback request, any such requests are initiated with and decided by the relevant issuer of your Valid Payment Method, and such process is bound by the relevant issuers’ regulations and timeframes.

7. Miscellaneous

7.1. GOVERNING LAW.

These Terms and Conditions are governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, will be referred to and resolved by the courts of Singapore.

7.2. ENFORCEABILITY.

The failure or delay of Zip to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision and does not prevent Zip from later exercising such right or provision. This Agreement sets forth the entire understanding between you and Zip with respect to the Zip Services. If any provision of this Agreement is held to be unenforceable, the unenforceable term or provision must be replaced by an enforceable term or provision that comes closest to the intention underlying the unenforceable term or provision and the remaining provisions must be enforced. To the extent that anything in or associated with the Services is in conflict or inconsistent with this Agreement, this Agreement must take precedence.

7.3. INTELLECTUAL PROPERTY.

All Zip IP is protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) and owned by Zip or one of its affiliates. The copying, redistribution, use or publication by you of any part of the Zip IP, the Zip Platform and/or the Zip Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Zip Services does not give you ownership of any intellectual property rights in any of the Zip IP you access. The posting of information or materials on the Zip Services does not constitute a waiver of any right in such information and materials.

7.4. TRADEMARKS.

Nothing on the Zip Services should be construed as granting you, by implication, estoppel or otherwise, any license or right to use any of the Zip Trademarks displayed on the Zip Services or Zip Platform. The Zip Trademarks must not be used in any way, including in advertising or publicity pertaining to the Zip Services without the prior written consent of Zip.

7.5. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Zip, its affiliates, and its and their respective officers, directors, employees, agents, representatives, successors, and assigns from any and all Losses arising from or in connection with (i) your use of the Zip Services and/or the Zip Platform; (ii) your violation of any terms of this Agreement; and (iii) your violation of any rights of any Merchant and/or third party in connection with the Zip Services and/or the Zip Platform.

7.6 WARRANTY.

Zip and its affiliates make no commitments or warranties about the content, reliability, or availability of the Zip Platform and/or the Zip Services or for any breach of security associated with the transmission of sensitive information through your use of the Zip Platform and/or the Zip Services. Zip and its affiliates disclaim, without limitation, any warranty of any kind with respect to the services, including any warranty regarding noninfringement, merchantability, or fitness for a particular purpose. Zip and its affiliates must not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions. Zip retains the right to improve, modify and enhance the Zip Platform or website from time to time and must not be liable in any way to you for any interruption to the use of Zip Services during such period of maintenance or upgrade.

7.7. LIMITATION OF LIABILITY.

Zip and its affiliates have no liability whatsoever for your use of any product or services available from or though the Zip Platform and/or the Zip Services, including any direct, indirect, special, incidental or consequential damages (including damages for loss of business or profits), whether based on breach of contract, breach of warranty, tort, product liability or otherwise. To the extent permitted under Applicable Law, in circumstances where liability is not excluded, our maximum liability to you, whether in contract, tort, negligence, breach of warranty or statutory or otherwise, will not exceed the aggregate Purchase Price of relevant Orders you have made using Zip Services at the time of any such claim.

7.8. NO THIRD PARTY BENEFICIARIES.

This Agreement is between you and Zip. You acknowledge that no other person has rights to enforce any terms of this Agreement, and cannot enforce or enjoy any benefits of under this Agreement under the Contracts (Rights of Third Parties) Act (Cap. 53B) or Applicable Law.

7.9. ANTI-MONEY LAUNDERING AND COUNTER-FINANCING OF TERRORISM.

Zip and its affiliates put in place measures to control and limit money laundering and the financing of terrorism and to ensure its compliance with (without limitation): Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A), Terrorism (Suppression of Financing) Act (Cap. 325), the regulations issued under section 2(1) of the United Nations Act (Chapter 339 of Singapore) and/or other Applicable Law.

In order for Zip and/or its affiliates to ensure its strict compliance with all applicable anti-money laundering and counter-financing of terrorism laws in the Territory, you agree that:

• Zip may take any reasonable actions to verify your identity and your details provided to us for the use of the Zip Platform and Zip Services;
• Zip may exercise control and monitoring of your activity (whether manually or using any Zip automated systems) on the Zip Platform, your Orders and your identity, information and credit worthiness from third party providers including credit bureaus;
• Zip may retain all records relating to identification, account opening, and/or your Orders for a minimum of five (5) years from the date of your Order in accordance with Applicable Law;
• Zip may disclose your information to any government, law enforcement, or regulatory body or authority as requested during any relevant investigations;
• Where required, you will provide your co-operation and/or information as may be required by Zip to comply with any anti-money laundering and counter-financing of terrorism laws and regulations, or any other similar request, direction, or recommendation of any government, law enforcement, and/or regulatory body;
• Your Orders may be (without limitation) delayed, blocked, frozen or refused where Zip has reasonable grounds to believe that they breach of any Applicable Laws or sanctions, without any liability to you.

You agree to expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

This Agreement is effective until terminated pursuant to the terms of this Agreement. This Agreement contains the entire understanding between you and Zip, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you.