Interpretation and Definitions
In addition to terms defined elsewhere in these Terms, the following definitions shall apply throughout these Terms, unless the contrary intention appears:
“Affiliates”: with respect to a person, a person that controls, is controlled by or under common control with such person; and “control” means the right to exercise, directly or indirectly, more than 50% of the voting securities of such person or the power to direct the management or policies of such person (and the terms “controlled by” and “under common control with” shall be construed accordingly).
“Annex”: annexures to these Terms, which may be in the form of hyperlinked documents, setting out provisions applicable for the relevant jurisdictions in which XREX provides its Services, XREX’s product and fee schedules.
“Applicable Laws”: any applicable constitution, treaty, statute, rule, regulation, ordinance, order, directive, code, judgment, decree, injunction, or any interpretation, determination, award, permit, license, authorisation, directive requirement, ruling or decision of, or agreement with, or by, a government authority, including Singapore Sanctions Laws.
“Business Day”: a day other than a Saturday, Sunday or public holiday in Singapore.
“B2B”: business to business.
“AML/CFT”: anti-money laundering / combating the financing of terrorism.
“Communications”: includes announcements, agreements, disclosures, documents, mail (electronic) messages, notices and receipts.
“Conversion” and “convert”: an exchange between one type of DPTs to another type of DPTs, or between DPTs and Fiat Money.
“Digital Payment Tokens” and “DPTs”: only blockchain-based fungible coins or tokens supported by XREX Pay and available on the Site.
“FATF Travel Rule”: a set of recommendations issued by the Financial Action Task Force, applicable to VASPs (including XREX) to prevent money laundering and terrorist financing, as further explained in paragraph 2.11 of Privacy Policy.
“Fee Schedule”: the schedule of fees for our Services as outlined in XREX Pay Help Center.
“Feedback”: has the meaning ascribed to it in Paragraph 4.
“Fiat Money”: government-issued currency excluding central bank digital currencies.
“Force Majeure Event”: means any act of God, labour action or dispute, war declared or undeclared, invasion, act of terrorism or sabotage, cyber-terrorism, disruption to the security, integrity, and availability of the internet or blockchain networks, blockade, civil unrest, man-made disaster, government restraint or action, perils of the sea, embargo, disease epidemic, pandemic, public health crisis, radioactive, chemical or biological contamination, accident, nationalization, expropriation, currency restrictions, acts of state, interruptions, IT Malfunction, market data error or other power failure, regulatory changes and for the avoidance of doubt includes any Communications Failure, or any other cause, event or circumstance, whether of the kind specifically enumerated above or otherwise, the occurrence and the effect of which is beyond the reasonable control of, and could not have been reasonably prevented by, the Party whose obligation it affects, notwithstanding the exercise of reasonable foresight, at reasonable cost and by the exercise of reasonable diligence on the part of that Party and which renders due performance of an obligation under this Agreement illegal or impracticable.
“Formal Complaint” and “Formal Complaint Process”: these terms are defined in Paragraph 10 relating to the resolution of any disputes with XREX.
“Funds”: the deposit of DPTs and/or Fiat Money from an e-wallet and/or bank account under the user’s name (and only their name) into his/her XREX E-Wallet and the Safeguarding Account (as the case may be) on the Site.
“Indemnified Parties”: XREX Pte. Ltd. and its Affiliates and their respective shareholders, directors, officers, employees, attorneys, agents, representatives, suppliers, and contractors.
“Insolvency Event”: means an event where:
in relation to an entity:
an order is made or an effective resolution is passed for the winding up, liquidation or dissolution without winding up (otherwise than for the purposes of a solvent reconstruction or amalgamation) of the entity;
a receiver, receiver and manager, judicial manager, liquidator, administrator or like official is appointed over the whole or substantially the whole of the undertaking or property of the entity;
the holder of an encumbrance takes possession of the whole or substantially the whole of the undertaking or property of the entity;
the entity proposes or takes any steps to implement a scheme, arrangement or other compromise with its creditors or any class of them;
the entity is declared or taken under the Applicable Laws to be insolvent or the entity’s board of directors resolves that it is insolvent;
the entity has stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts which are due; or
anything analogous with any of the above;
in relation to a trust, all or substantially all of the assets of the trust becomes vested in the beneficiaries; or
in relation to a natural person:
such natural person authorises a registered trustee or solicitor to call for a meeting of his creditors or proposes or enters into a deed of assignment or composition with any of his creditors;
any third party holding a security interest in any of such natural person’s assets enters into possession of or takes control of any of such assets; or
such natural person commits an act of bankruptcy, including having a bankruptcy order made against him, acts of applying or obtaining an order for voluntary arrangement, or being placed under a debt repayment scheme.
“KYC”: know your client.
“Losses”: means all costs, damages, losses, liabilities (including tax liabilities), charges, actions, claims, demands and expenses in connection with any action, suit or proceeding, investigations, judgments, orders whether involving a third party claim or a claim solely between the Parties and includes any incidental, indirect or consequential damages (including any ordinary, direct, indirect, consequential, incidental, special, punitive or exemplary damages), losses (direct or consequential), liabilities or expenses, and any lost profits or diminution in value.
“OTC”: over-the-counter.
“Owed Amount”: has the meaning ascribed to it in Paragraph 6.
“Parties”: you and XREX Pte. Ltd.
“Relevant Money”: any money that is received by XREX from, or on account of, you in respect of the provision of our payment services and which we continue to hold at the end of each Business Day, but does not include the following (1) any money paid to us to reduce the amount owed to us by you, (2) any money that is repaid by us to you, (3) any money which is paid to us, or which we have informed you, will be used to defray any fee or charge imposed by us for providing our payment services to you, (4) any money that is paid to a recipient in accordance with your instructions to us, (5) any money that is paid to any other person that is entitled to the money.
“Safeguarding Account”: designated trust bank account that XREX maintains with a bank in Singapore in accordance with Applicable Laws.
“Safeguarding Institution”: has the meaning ascribed to it in Paragraph 6.
“Services”: all the features, functions, and services provided by XREX on the Site, XREX Pay and any APIs.
“SIAC” and “SIAC Rules”: these terms refer to the Singapore International Arbitration Centre and the rules which it publishes to regulate arbitration proceedings, respectively, and apply to the resolution of any disputes with XREX, as set out in Paragraph 10.
“Singapore Sanctions Laws”: the Terrorism (Suppression of Financing) Act 2002 and the respective regulations promulgated under the Monetary Authority of Singapore Act 1970, as amended, supplemented or replaced from time to time.
“Tax” or “Taxation”: all forms of taxation (including goods and services tax and other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of tax, in each case, whenever and wherever imposed on any party and whether chargeable directly or primarily against or attributable directly or primarily to a party and all penalties, charges, costs and interest relating thereto.
“Third-Party Content”: this term is defined in Paragraph 4 relating to our proprietary rights.
“Trust Account”: a trust account maintained by us with a Safeguarding Person to hold DPTs.
“VASP”: Virtual Asset Service Provider, being any natural or legal person who as a business conducts one or more of the following activities or operations for or on behalf of another natural or legal person, namely, the exchange between DPTs and Fiat Money, the exchange between one or more types of DPTs, the transfers of DPTs, the safekeeping and/or administration of DPTs.
“User Content”: has the meaning ascribed to it in Paragraph 4.
“XREX Account”: any user account provided by XREX for the purpose of using the Services, including but not limited to the XREX E-Wallet, Corporate Accounts, and Advanced Accounts (all as set out in Paragraph 1.4 herein).
“XREX E-Wallet”: the hosted e-wallet that XREX provides to you as part of the Services and in which you may store, track, transfer and manage your DPT balances.
“XREX Material”: has the meaning ascribed to it in Paragraph 4.
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