Last updated on February 03, 2024.
1. Parties to these Terms
1.1 These Terms are a legally binding agreement between you (“you”, “your” or the “Customer”) and Fluid Financials Pte Ltd doing business as Fluid (“we”, “us”, “our”, “Fluid”) (collectively, the “Parties” and each a “Party”). These Terms shall govern your use of the Fluid service, and any other websites, mobile or tablet applications through which Fluid makes its services available, in the manner described in Clause 2.1.
2. Fluid Services
2.1 We operate a service embedded on platforms of merchants (“Merchants”) that offer you the option to make payment for their goods and/or services (“Merchant Deliverables”) on a deferred and interest-free basis (“Deferred Payment Structure”). The services performed by Fluid via the embedded Fluid API that facilitates the Deferred Payment Structure shall be referred to as the “Fluid Services”.
2.2 For the avoidance of doubt, the Fluid Services do not constitute a lending or credit facility offered by Fluid to you, and Fluid does not provide any credit to you.
2.3 Merchants remain fully responsible for their Merchant Deliverables and the purchase of the Merchant Deliverables shall remain a contract between yourself and the Merchant. Fluid expressly disclaims all warranties related to the Merchant’s sale of the Merchant Deliverables, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
2.4 Due to the nature of the internet, Fluid cannot guarantee the continuous and uninterrupted availability and accessibility of the Fluid Service. Fluid may restrict the availability of the Fluid Service or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Fluid may improve, enhance and modify the Platform from time to time. Fluid shall not be liable in any way to you for any interruption to the use of the Fluid Service during such period of maintenance or system upgrades.
3. Eligibility; Account Creation; Member Verification
3.1 Eligibility.
a. To be eligible to use the Fluid Services, you must:
i. be a corporate entity
ii. be capable of entering into a legally binding contract;
iii. have a valid and verifiable company email address and mobile telephone number;
iv. provide a valid physical company and delivery address;
v. provide the contact details of an authorised representative of the legal entity. Such authorised representative of the legal entity must also be the authorised signatory of the corporate bank account or authorised holder of a corporate credit card.
vii. create an Account in accordance with Clause 3.2; or n the event where you already have an account with the merchants, you irrevocably authorize Fluid to fully access your company information provided to the merchant to create an Account with Fluid and you agree that the use of your Account shall be governed by Clause 3.2 below..
b. By agreeing to these terms and conditions, you represent and warrant that you are eligible and meet all the requirements in Clause 3.1a.
3.2 Account.
a. You must create and register a password-protected account on the Fluid website “gofluid.io” (“Account”) by providing Fluid with such information as may be required for the purposes of creating such Account, including but not limited to details relating to your Preferred Payment Method (defined in Clause 4.1a.ii).
b. Notwithstanding your fulfilment of the criteria set out in Clause 3.1a above and your provision of the information referred to in Clause 3.2a above, we reserve the right to, at our sole discretion, refuse to allow you to create an Account or to impose limits or restrictions to your Account. In the event of such refusal, you will not be able to use the Fluid Services.
c. We will manage the company data you provide to us in connection with the Fluid Services in accordance with our Privacy Policy, available at “tbd”
d. You may only hold one Fluid Account and cannot be assigned or (re)sold to third parties.
e. In consideration for your use of your Account, you agree to:
i. provide true, accurate, current and complete information about the company you are representing in a timely manner as requested by Fluid from time to time and to promptly notify us of any changes. We will not be responsible for any losses or charges incurred in relation to your failure to do so;
ii. be solely responsible for the safety and security of your password. Where you believe that your password has been compromised or that there has been a security breach, you shall notify us immediately, and in the event that you fail to do so, you shall be liable for further purchases made using your Account;
iii. be fully responsible for any unauthorized access to your Account, and shall notify us immediately, failing which, you shall be liable for all purchases made using your Account;
iv. immediately inform us of any actual or potential fraudulent activities relating to your Preferred Payment Method (defined in Clause 4.1a.ii)) and to allow us to share such information with third party payment providers for the purposes of reducing further fraudulent activities;
v. ensure that your Account is used in a responsible and lawful manner and to not use your Account to misrepresent your identity; to procure any goods or services that are illegal or unlawful in nature or in a manner that contravenes any anti-money laundering laws; or for the purposes of accomplishing a cash advance;
vi. comply with our operating procedures as may be informed to you from time to time.
3.3 Verification and Other Checks.
You authorize Fluid to conduct checks, validations and risk assessments, and to make, directly or through third parties (including credit bureau), any inquiries necessary to verify your identity, to assess your capability to make payments under the Deferred Payment Structure, and as required by applicable laws or regulatory requirements. For the avoidance of doubt, you expressly consent and authorize Fluid to share information including your name, identification number, address, contact details and date of birth/incorporation to relevant credit bureaus to obtain your credit report for the purpose of conducting such risk assessments.
You further agree and authorise us to share such information with the Merchant, our affiliates and/or any other third party as may be relevant and/or necessary for the provision of the Fluid Services.
4. Payment Details
4.1 Payment Methods
a. To complete the opening of an Account, you will be required to:
i. identify a Payment Method for your Account by providing the relevant bank account details, credit, debit card and/or other payment details in relation to such Payment Method;
ii. indicate your preferred Payment Method (“Preferred Payment Method”) which shall refer to: (1) where you have identified more than one Payment Method, the Payment Method that you have selected; or (2) where you have only selected one Payment Method, that Payment Method
iii. expressly consent to, authorise and instruct us to initiate recurring debit card, credit and/or other payment transactions from the Preferred Payment Method in relation to purchases made in connection with your Account.
b. For the avoidance of doubt, you shall be responsible for ensuring that you have sufficient funds available in relation to your Payment Method(s). As such Payment Methods are provided by other third parties, Fluid accepts no liability in relation to the same. You agree to be bound by any rules of such other third party and are responsible for all fees charged by the same.
5. Orders and Merchant Deliverables
5.1 When you select the Deferred Payment Structure as a means of payment for Merchant Deliverables, you acknowledge that the Orders are subject to the Merchant's and Fluid's approvals. We may, in our sole discretion, decline to facilitate the Deferred Payment Structure for an Order, or cancel an approved Order before the Merchant Deliverables 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.
5.2 The use of the Deferred Payment Structure may not be available for all purchases of all Merchant Deliverables, and we may, at our sole discretion, set certain prescribed minimum or maximum purchase amounts for which the Deferred Payment Structure will be available.
5.3 Upon the completion of an Order and Fluid’s approval of the same, the Merchant will immediately sell and irrevocably assign the Merchant’s rights in and to the Deferred Payment to Fluid . The Merchant will also irrevocably assign the property and title in and to the Merchant Deliverables to Fluid upon completion of an Order.
5.4 If your Order is approved, Fluid will inform you of (a) your total Order amount; (b) a payment schedule (“Payment Schedule”) showing the amount and due dates for each deferred payment (“Deferred Payment”); and (c) will indicate your preferred Payment Method (“Preferred Payment Method”) via the merchant’s platform or by electronic communication.. You will be required to confirm that you have reviewed this information and accepted it (“Payment Schedule Confirmation”). These details are also available for view in your Account. The Payment Schedule and your Payment Schedule Confirmation for each Order are both hereby incorporated into these Terms.
5.5 The Merchant Deliverables shall remain the sole and absolute property of Fluid as legal and equitable owner and the property and title of the Merchant Deliverables shall not pass to you until you have paid the full amount of the Deferred Payments.
5.6 You agree to pay the full amount of the Deferred Payments. Each Deferred Payment will be collected by charging your Preferred Payment Method on the due date(s) specified in your Payment Schedule. If you do not make the Deferred Payments as and when they fall due (including if the Payment Method is declined), or if such payments are not successfully processed on the relevant due date, you agree to being charged administrative charges for late payments. You also agree that your Account may be deactivated and may be immediately suspended from using the Fluid service and from the Merchants.
5.6 You agree to pay the full amount of the Deferred Payments. Each Deferred Payment will be collected by charging your Preferred Payment Method on the due date(s) specified in your Payment Schedule. If you do not make the Deferred Payments as and when they fall due (including if the Payment Method is declined), or if such payments are not successfully processed on the relevant due date, you agree to being charged administrative charges for late payments. You also agree that your Account may be deactivated and may be immediately suspended from using the Fluid service and from the Merchants.
6. Errors and Refunds
6.1. If you wish to return or discontinue Merchant Deliverables 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 (i) the relevant Merchant’s refund process and procedures; and (ii) our own checks in relation to the refunds, returns and replacements. Until the return, discontinuation, refund or waiver has been processed by the Merchant and Fluid, you will remain liable for the full payment of the Merchant Deliverables. All Deferred Payments will continue to be processed in accordance with the dates set out in your Payment Schedule.
6.2 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. Subject to Fluid’s absolute discretion to vary the amount, manner and order to which the Refunded Amount shall be applied.
6.3 While we will process refunds as soon as reasonably practicable, 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 control and you shall not hold us responsible for any delays in relation to the same.
7. Account Suspension and Late Fees
7.1 Your eligibility to use the Fluid Services shall be assessed and determined on an ongoing basis at our sole discretion. We reserve the right to deny, suspend or terminate provision of the Fluid Services or your Account at any time and for any reason without consent or prior notice. WE SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF YOUR ACCOUNT BEING SUSPENDED 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.
7.2 Reactivation of Account and Late Administrative Fees
a. In the event your Account is suspended, you will be required to pay all outstanding amounts due on your Account, and an administrative fee (“Administrative Charge”) as determined by us in our sole discretion, derived as follows:
i. 3.5% per month where daily charge is equivalent to 3.5%/30 days upon the non-repayment of each Deferred Payment.
b. We reserve the right to change the Administrative Charges at our sole discretion and without prior notice to you.
b. We reserve the right to change the Administrative Charges at our sole discretion and without prior notice to you.
8. Account Termination
8.1 You may request to close your Account at any time by contacting us at wecare@gofluid.io Your request may take up to thirty (30) calendar days to process.
8.2 Your request to close your Account will be denied if:
a. any amounts due to us or the Assignee are unpaid. We may limit your ability to use your Account;
b. you are subject to any investigation, in connection with or arising out of your use of Fluid Services or Deferred Payment Structure;
c. there are any outstanding disputes between you, us or any Merchants.
9. Intellectual Property
All content included in or made available through the Fluid Services, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) are owned by Fluid or its affiliates. The copying, redistribution, use or publication by you of any part of the Fluid Services, unless expressly permitted in these Terms, is strictly prohibited. Use of the Fluid Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on the Fluid Services does not constitute a waiver of any right in such information and materials. For the avoidance of doubt, the use of the term “software” herein shall include its respective components, processes and design in its entirety.
10. Trademark Notices
The trademarks, service marks and logos (the “Trademarks”) used and displayed on the Fluid Services are registered and unregistered Trademarks of Fluid and/or the respective Merchants offering Merchant Deliverables on the Platform. Nothing on the Fluid Services should be construed as granting you, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Fluid intellectual property displayed on the Fluid Services. The name “Fluid”, “Fluid” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Fluid Services, without prior written permission from Fluid.
11. Communications
11.1 All notices or other communications between the Parties shall be given in writing in the English language and shall be delivered:
a. to you, via electronic mail to the email address you have provided to us, or to us, at wecare@gofluid.io;
b. via text messages or WhatsApp messages to the mobile phone number you provided to us.
11.2 All emails and text messages shall be deemed received upon successful transmission unless stipulated otherwise.
12. Transfers or Assignments
12.1 You shall not transfer or assign any rights and/or obligations you may have under these Terms without our prior written consent.
12.2 We may transfer, assign or novate these Terms, and any rights, obligations and conditions under these Terms, to a third party without your consent or notice.
13. Changes to these Terms; Conflict of Terms
13.1 We reserve the right to vary or amend these Terms from time to time without requiring express or implied consent and without prior notice of such variations or amendments. Such variations or amendments to these Terms shall be effective upon such updated version being uploaded on our Platform. You agree that it shall be your responsibility to review this Terms regularly whereupon the continued use of the Fluid Services after such variation or amendment of these Terms shall constitute your consent and acceptance of such variation or amendment, regardless of whether you have reviewed the updated version of the Terms.
14. Indemnification
14.1 You agree to release, indemnify and hold harmless Fluid or its subsidiaries, partners, affiliates, employees, directors, officers, agents, representatives and/or any third parties providing services for and/or on behalf of Fluid (“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 these Terms, your use of the Platform, the Fluid Services and/or the Deferred Payment Structure.
14.2 Fluid reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Fluid and shall cooperate as fully and as reasonably required in the defense of any claim including providing Fluid with access to any relevant documents, records or premises for purposes of assessing such claim. For the avoidance of doubt, this Clause 14.2 will survive these Terms and the termination of your Account.
15. Limitation of Liability
15.1 To the extent permitted by law, under no circumstances shall Fluid be liable to you or any third parties for any indirect, incidental, consequential, special or exemplary damages (whether in contract, tort, equity or otherwise), arising out of or relating to the use of the Platform, the Fluid Services, the Deferred Payment Structure, or Fluid’s or your liabilities to third parties arising from any source.
15.1 To the extent permitted by law, under no circumstances shall Fluid be liable to you or any third parties for any indirect, incidental, consequential, special or exemplary damages (whether in contract, tort, equity or otherwise), arising out of or relating to the use of the Platform, the Fluid Services, the Deferred Payment Structure, or Fluid’s or your liabilities to third parties arising from any source.
16. Disclaimer of Warranties
16.1 THE Fluid SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, Fluid SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
16.2 Fluid DOES NOT WARRANT OR GUARANTEE THAT THE Fluid SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE Fluid SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE Fluid SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE Fluid SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16.2 Fluid DOES NOT WARRANT OR GUARANTEE THAT THE Fluid SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE Fluid SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE Fluid SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE Fluid SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16.3 Fluid does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a Merchant. Fluid does not have control of, or liability for, Merchant Deliverables that are bought or sold through the Merchant platform.
17. Miscellaneous
17.1 These Terms, as amended from time to time, are effective until you terminate your Account and all amounts due to us or Merchants have been paid. The following provisions of these Terms shall survive termination of your use or access to the Fluid Services: Clauses 14 (Indemnification), 15 (Limitation of Liability), 16 (Disclaimer of Warranties), 17 (Miscellaneous), 18 (Dispute Resolution), 19 (Applicable Law and Jurisdiction), and any other provision that by its terms or implication survives termination of your use or access to the Fluid Services.
17.2 If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms 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 these Terms.
17.3 These Terms constitute 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. Each Party acknowledges and agrees that the other Party has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
17.4 No failure on our part to exercise and no delay on our part in exercising any right under 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.
17.5 Unless indicated otherwise, a person who is not subject to these Terms shall have no right to enforce or enjoy the benefit of any terms under these Terms.
17.6 Nothing in these Terms shall be deemed to constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms.
17.7 Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms 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.
17.8 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 these Terms 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 these Terms.
18. Dispute Resolution
18.1 In the event of a controversy, dispute or claim (jointly and severally, a “Dispute”) in relation to, in connection with, or arising out of, the quality or delivery of the Merchant Deliverables, please approach the Merchant who provided the Merchant Deliverables.
18.2 In the event of a Dispute in relation to, in connection with, or arising out of your use of Fluid Services, the Dispute shall be referred to and decided by the courts of the Republic of Singapore.
19. Applicable Law and Jurisdiction
Except as expressly provided otherwise, these Terms and the relationship between you and us are governed by, and will be construed under, the laws 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.
20. Questions
If you have any questions, complaints or claims with respect to the Fluid Services, please contact us at wecare@gofluid.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.