Skip to main contentThis Service Agreement (the “Service Agreement”) is entered into by and between Score Financial Pte. Ltd. (“Score”) and the Client, which has indicated its acceptance of this Service Agreement through the Platform.
This Service Agreement sets out the terms governing the provision and use of services offered by Score to the Client. Certain services under this Service Agreement may be further governed by annexed documents, including Financing Terms, Platform Terms, and Developer Terms, all of which form an integral part of this Service Agreement where relevant.
By executing this Service Agreement or otherwise indicating acceptance electronically, the Client agrees to be legally bound by its terms. This Service Agreement also affirms the legal recognition of electronic records and consents in accordance with the Electronic Transactions Act 2010 (“ETA”) of Singapore.
1. Definitions
For the purposes of this Service Agreement, the following terms shall have the meanings set forth below:
1.1 Service Provider
“Score” means Score Financial Pte. Ltd., a company incorporated in Singapore, and its affiliates where applicable.
1.2 Services and Service Categories
“Services” means the suite of business and technology solutions provided by Score, including all related functionalities, platforms, systems, applications, and tools. These include the Financing Services, Platform Services, and Developer Services, as defined below.
“Financing Services” means the purchase by Score of Receivables from Merchants in accordance with these Financing Terms, including all related processes such as the assessment, acquisition, payment, and administration of such Receivables through the Platform.
“Platform Services” means the provision of access to the Platform and associated features for account management, user authentication, document submission, consent tracking, invoicing tools, and other operational functionalities offered by Score.
“Developer Services” means the technical tools, documentation, and API interfaces made available by Score to Clients or their developers for the purpose of integrating third-party systems, automating data flows, or extending Platform functionality.
“Non-Performance” means, in relation to any Client, any failure to perform, breach of, or default under any obligation set forth in the annexed terms or the Service Agreement. This includes, without limitation, failure to make payments when due, submission of invalid or disputed Receivables, misrepresentation, fraud, or other conduct that undermines the enforceability or validity of obligations owed to Score.
“Platform” means the digital infrastructure, interfaces, systems, and related technologies provided by Score through which Clients access the Services, including but not limited to web applications, API, and administrative portals.
“API” means any application programming interface provided by Score that forms part of the Platform and enables programmatic access to the Services through external or integrated software applications.
1.4 Clients and Client Roles
“Client” means any business entity or organization that has entered into a Service Agreement with Score and uses the Services for commercial or internal business purposes.
“Merchant” means a Client that offers goods or services to Customers and may request financing or payment-related services from Score.
“Customer” means a Client that purchases goods or services from a Merchant and may receive credit or deferred payment terms.
1.5 Users and User Roles
“User” means any individual who accesses or uses the Services, whether on their own behalf or on behalf of a Client, including Officers and Members.
“Officer” means any individual who is duly authorised to act on behalf of the Client and who has the legal authority to bind the Client to contractual obligations, including acceptance of this Service Agreement and related documents. Officers may include directors, partners, authorised signatories, or any person designated as such through the onboarding process or formal documentation provided to Score.
“Member” means any individual who has been granted access to the Services by an Officer for the purpose of transacting or performing specific functions on behalf of the Client.
1.6 Service Policies, Terms, and Agreement
“Service Agreement” means this contractual arrangement entered into between Score and the Client, including all annexes, policies, and supplementary terms incorporated by reference.
“Financing Terms” means the terms under which Score may provide receivables-based financing to Merchants in connection with transactions involving Customers. The Financing Terms form an integral part of the Service Agreement and govern the eligibility, scope, and execution of such financing.
“Platform Terms” means the terms governing access to and use of the Platform by Users. The Platform Terms form an integral part of the Service Agreement and set out the rights, responsibilities, and usage restrictions applicable to the Platform.
“Developer Terms” means the terms governing access to and use of Score’s APIs, development tools, and technical interfaces. The Developer Terms form an integral part of the Service Agreement and set out the rights, responsibilities, and restrictions applicable to such use.
“Privacy Policy” means the policy issued by Score that outlines how Score collects, uses, discloses, and safeguards Personal Data in connection with the access to and use of the Services by Clients and Users.
“Data Processing Policy” means the policy issued by Score that sets out the principles, practices, and obligations governing the collection, use, disclosure, and protection of Client Data in connection with the Client’s use of the Services.
“Refund and Dispute Policy” means the policy issued by Score that establishes the terms, conditions, and procedures for the submission, review, and resolution of refund requests and transaction disputes between Merchants and Customers using the Services.
1.7 Data and Data Classifications
“Personal Data” means data, whether true or not, about a User who can be identified from that data or from that data and other information to which Score has or is likely to have access. This includes, but is not limited to, names, identification numbers, job titles, contact information, account credentials, and other identifiers.
“Client Data” means all data, records, or information relating to the Client that is provided to, accessed by, or otherwise obtained by Score in connection with the Services. Client Data includes, but is not limited to, Banking Data, Transaction Data, Corporate Data, and Financial Data.
“Banking Data” means any account, transaction, balance, or identity-related data retrieved directly from the Client’s bank or financial institution through authorised APIs or integrated channels.
“Transaction Data” means financial information relating to the Client’s business activities other than Banking Data, including but not limited to invoices, payment histories, accounting records, and tax-related documents.
“Corporate Data” means information related to the legal, structural, or operational aspects of the Client, including but not limited to incorporation documents, shareholder registers, director details, and business registration information.
“Financial Data” means financial statements, performance reports, credit histories, and other financial indicators or metrics of the Client not otherwise classified as Banking Data, Transaction Data, or Corporate Data.
1.8 Applicable Law
“Applicable Law” means all laws, regulations, rules, directives, and governmental requirements of any jurisdiction that are applicable to the performance of obligations or exercise of rights under this Service Agreement, including those of Singapore.
“PDPA” means the Personal Data Protection Act 2012 of Singapore, as amended from time to time, which governs the collection, use, and disclosure of personal data by private organisations.
“ETA” means the Electronic Transactions Act 2010 of Singapore, as amended from time to time, which provides for the legal recognition of electronic records, electronic contracts, and electronic signatures.
“MAS” means the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, which functions as Singapore’s central bank and financial regulatory authority.
“GST” means the Goods and Services Tax imposed under the laws of Singapore on the supply of goods and services, as applicable to transactions governed by this Service Agreement.
2. Scope of Services
Score provides a modular suite of business and technology services designed to facilitate data-driven financial operations, digital platform integration, and receivables-based financing for commercial Clients. The Services covered under this Service Agreement include, but are not limited to:
a. Platform Services – Core operational infrastructure provided through Score’s digital Platform, including tools for registration, identity verification, document submission, user management, invoicing, and consent workflows, as further governed by the Platform Terms.
b. Developer Services – APIs, technical documentation, and developer tools that enable Clients or their authorised third-party vendors to connect external systems, automate processes, and integrate Platform features, as further governed by the Developer Terms.
c. Financing Services – Receivables-based financing solutions whereby Score may, at its discretion, assess and purchase Receivables generated by Merchants through the Platform, in accordance with the terms, conditions, and eligibility criteria set out in these Financing Terms. For the avoidance of doubt, Financing Services involve the purchase of Receivables and do not constitute the provision of loans, credit facilities, or other forms of lending.
3. Structure of Agreement
3.1 Modular Service Framework
This Service Agreement operates as a master service agreement under which Score may provide one or more Services to the Client. The specific terms governing each Service are set out in the relevant annexes, including the Financing Terms, Platform Terms, Developer Terms, all of which form an integral part of this Service Agreement.
3.2 Hierarchy of Documents
In the event of any conflict or inconsistency between the provisions of this Service Agreement and any annexed or supplementary terms, the provisions of this Service Agreement shall prevail unless expressly stated otherwise.
3.3 Binding Effect
This Service Agreement constitutes a legally binding contract between Score and the Client and becomes effective upon the Client’s acceptance through the Platform or other agreed means.
For the avoidance of doubt, acceptance by any Officer of the Client shall constitute valid and binding acceptance by the Client.
4. Authorised Representation
4.1 Authority of Officers
The Client acknowledges and agrees that each Officer is duly authorised to act on its behalf in all matters relating to this Service Agreement and the Services, including but not limited to registration, acceptance of terms, submission of information, and initiation of transactions.
4.2 Binding Effect of Officer Actions
Any instruction, request, submission, consent, or action made through the Platform by an Officer shall be deemed to be authorised by the Client and legally binding upon the Client.
4.3 Delegation to Members
An Officer may authorise one or more Members to access and use the Services on behalf of the Client. The Client remains fully responsible for the actions and omissions of its Members, and any activity by a Member shall be deemed activity by the Client.
4.4 No Duty to Investigate Authority
Score is entitled to rely on any communication, instruction, or action undertaken by an Officer or Member without any obligation to verify their authority or the scope of such authority, unless and until Score has received written notice from the Client to the contrary.
5. Client Representations and Warranties
The Client represents and warrants, as of the date of accepting this Service Agreement and on a continuing basis throughout the term of this Service Agreement, that:
5.1 Authority and Capacity
The Client is a duly incorporated or validly established legal entity and has the full power, authority, and capacity to enter into and perform its obligations under this Service Agreement.
5.2 Authorised Acceptance
This Service Agreement has been accepted by an Officer who is duly authorised to bind the Client, and such acceptance constitutes a legal, valid, and binding obligation of the Client.
All information provided by the Client to Score, whether during registration or in connection with the Services, is and shall remain true, accurate, current, and complete.
5.4 Compliance with Laws
The Client’s use of the Services does not and will not violate any applicable laws, regulations, or orders of any governmental or regulatory authority, including laws relating to anti-money laundering, sanctions, and data protection.
5.5 No Conflict or Breach
The execution, delivery, and performance of this Service Agreement does not and will not conflict with or result in a breach of any other agreement, corporate governance rule, or legal obligation binding on the Client.
5.6 Use for Business Purposes Only
The Client is using the Services solely for commercial or internal business purposes, and not as a consumer or for personal or household use.
6. KYC / AML Compliance
6.1 Client Obligations
The Client shall promptly provide all information, documents, and assistance reasonably requested by Score to comply with applicable know-your-customer (“KYC”), anti-money laundering (“AML”), counter-terrorism financing, and sanctions requirements under applicable laws and regulations.
6.2 Verification and Ongoing Monitoring
Score may conduct identity verification, background checks, compliance screening, and other ongoing due diligence on the Client, its Officers, Members, or related parties, at any time during the term of this Service Agreement.
6.3 Suspension or Termination for Compliance Reasons
Score may suspend or terminate the Client’s access to the Services, or withhold the processing of any transaction, if Score determines or reasonably suspects that:
a. the Client has failed to comply with its obligations under this Section;
b. any information provided is false, misleading, or incomplete;
c. the Client is or becomes a sanctioned or high-risk entity or is associated with one;
d. Such action is necessary to comply with applicable laws or regulatory guidance.
6.4 No Liability for Compliance Actions
To the fullest extent permitted by law, Score shall not be liable to the Client or any third party for any loss, delay, or restriction arising from Score’s compliance with KYC, AML, or similar legal or regulatory obligations
7. No Partnership or Agency
Nothing in this Service Agreement shall be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship between Score and the Client. Neither party shall have, or represent that it has, any authority to bind the other or incur any obligation on the other’s behalf, except as expressly provided in this Service Agreement.
Each party acknowledges that it enters into this Service Agreement as an independent contractor and that no other relationship is intended or implied.
For the avoidance of doubt, Score does not act as a payment agent, credit intermediary, or financial advisor to the Client under this Service Agreement or any part thereof.
8. Assignment and Transfer
8.1 No Assignment by the Client
The Client shall not assign, transfer, sublicense, or otherwise deal with any of its rights or obligations under this Service Agreement without the prior written consent of Score. Any attempted assignment or transfer in violation of this clause shall be null and void.
8.2 Assignment by Score
Score may assign or transfer its rights or obligations under this Service Agreement, in whole or in part, without the Client’s consent:
a. to any affiliate or group company;
b. in connection with a merger, acquisition, sale of business, or corporate restructuring;
c. as part of a financing or securitisation arrangement.
8.3 Binding Effect
This Service Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective permitted successors and assigns.
9. Limitation of Liability
9.1 Exclusion of Certain Damages
To the fullest extent permitted by law, Score shall not be liable to the Client or any third party for any indirect, incidental, special, punitive, or consequential loss or damage, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, arising out of or in connection with the Services or this Service Agreement, whether in contract, tort (including negligence), equity, or otherwise.
9.2 Liability Cap
Score’s total aggregate liability to the Client for all claims arising out of or in connection with this Service Agreement shall not exceed the total fees paid by the Client to Score for the Services in the twelve (12) months preceding the event giving rise to the claim.
10. Indemnity
The Client shall indemnify, defend, and hold harmless Score, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, damages, claims, costs, or expenses (including reasonable legal fees) arising out of or in connection with:
a. the Client’s or any User’s breach of this Service Agreement or any applicable law or regulation;
b. any misuse of the Services by the Client or its Users, including unauthorised access or activities performed through the Client’s account;
c. any data, content, or information submitted by the Client to the Platform, including claims that such submission infringes or violates the rights of any third party;
d. any third-party claim arising from the Client’s use of the Services.
Score reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by the Client, and the Client agrees to cooperate fully in such defence.
11. Term and Termination
11.1 Commencement and Duration
This Service Agreement takes effect on the date the Client, through an Officer, accepts it via the Platform or by other agreed means, and remains in force until terminated in accordance with this Section.
11.2 Termination by the Client
The Client may terminate this Service Agreement at any time by providing written notice to Score or by using the designated termination functionality on the Platform. Termination shall be effective upon confirmation by Score, provided that the Client has fulfilled all outstanding obligations.
11.3 Termination by Score
Score may terminate this Service Agreement or suspend the provision of any or all Services at any time, with or without cause, and with or without prior notice to the Client. Without limiting the foregoing, Score may immediately terminate or suspend the Client’s access to the Services if:
a. the Client is in breach of this Service Agreement;
b. required by applicable law, regulation, or the order of a competent authority;
c. the Client’s conduct presents a legal, financial, operational, reputational, or security risk to Score or other users;
d. the Client fails to meet ongoing eligibility, compliance, or due diligence requirements as determined by Score in its sole discretion.
11.5 Consequences of Termination
Upon termination of this Agreement:
a. all rights granted to the Client to access or use the Services shall cease;
b. the Client shall immediately pay all outstanding amounts due to Score; and
c. any provisions which by their nature or express terms are intended to survive termination (including confidentiality, data handling, and limitations of liability) shall remain in effect.
12. Modifications to Agreement and Terms
12.1 Amendments to the Service Agreement
Score may modify the terms of this Agreement from time to time by providing notice to the Client through the Platform or other reasonable means. Unless otherwise stated, such modifications shall become effective upon the date specified in the notice. The Client’s continued use of the Services after such effective date shall constitute acceptance of the modified terms.
12.2 Updates to Annexed Terms and Policies
Score may update the Financing Terms, Platform Terms, and Developer Terms, and other annexed documents or policies at any time, with or without notice, to reflect changes in the Services, applicable law, or Score’s business practices. Where required by law, Score will provide reasonable advance notice of material changes.
12.3 Client Right to Terminate
If the Client does not agree to a material modification of this Service Agreement or any annexed terms, the Client may terminate this Service Agreement in accordance with its right to terminate, provided that all outstanding obligations are duly fulfilled.
13. Entire Agreement
This Service Agreement, including all annexes, terms, and policies incorporated by reference, constitutes the entire agreement between Score and the Client with respect to its subject matter, and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.
Each party acknowledges that it has not relied on any statement, representation, warranty, or agreement of the other party except as expressly set out in this Service Agreement.
14. Survival
The termination or expiration of this Service Agreement shall not affect any rights, obligations, or liabilities of either party that have accrued before termination, or that are intended to survive termination.
Without limitation, the following provisions shall survive and continue in full force and effect: Sections relating to confidentiality, data protection, limitations of liability, indemnity, payment obligations, governing law, dispute resolution, and any other provision which by its nature is intended to survive termination of this Service Agreement.
15 Governing Law, Language, and Jurisdiction
15.1 Governing Law
This Service Agreement shall be governed by, and construed in accordance with, the laws of Singapore, without regard to its conflict of law principles.
15.2 Governing Language
This Service Agreement is drafted in the English language, which shall be the sole language of interpretation. If this Service Agreement is translated into any other language, the English version shall prevail in the event of any conflict or inconsistency between the English version and the translated version.
15.3 Governing Jurisdiction
Any disputes arising out of or in connection with this Service Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Singapore.
15.4 Cross-Border Use
The Client acknowledges and agrees that its access to and use of the Services from jurisdictions outside Singapore shall not affect the application of Singapore law to this Service Agreement or the exclusive jurisdiction of the Singapore courts. The Client is solely responsible for ensuring that its use of the Services complies with all local laws and regulations applicable to it in any jurisdiction from which it accesses the Services.
16. Dispute Resolution
The parties shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Service Agreement through good faith negotiations.
If the dispute cannot be resolved within fifteen (15) days of written notice by one party to the other, either party may refer the matter to the courts of Singapore for resolution.
Where applicable and permitted by law, disputes involving claims below the statutory threshold may be referred to the Small Claims Tribunals or resolved under the Simplified Civil Process governed by the Rules of Court of Singapore.
Nothing in this clause shall prevent either party from seeking urgent or interim relief from any court of competent jurisdiction.
17. No Waiver
No failure or delay by Score in exercising any right, power, or remedy under this Service Agreement shall operate as a waiver of that right, power, or remedy. Any waiver by Score must be made expressly and may be delivered through digital means, including via the Platform, email, or other electronic communications. A waiver of any breach or obligation shall not be construed as a waiver of any other or subsequent breach or obligation, unless expressly stated by Score.
18. Force Majeure
Score shall not be liable for any failure or delay in performing its obligations under this Service Agreement if such failure or delay results from events beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, civil unrest, epidemics, pandemics, labour disputes, internet or telecommunications failures, cyberattacks, technical outages, changes in law or regulation, or actions of governmental authorities.
Score shall use reasonable efforts to resume performance as soon as practicable and shall notify the Client of the nature and expected duration of the force majeure event where feasible. This clause does not excuse the Client’s obligation to make payments that have already become due.
19. Severability
If any provision of this Service Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the extent necessary to make it valid and enforceable, or if such modification is not possible, it shall be severed from this Service Agreement. The remaining provisions shall remain in full force and effect.
20. Audit Rights
Score reserves the right to audit or inspect, directly or through a third party, the Client’s compliance with this Service Agreement and any applicable annexed terms, including but not limited to verification of Client Data, use of Services, financial representations, and eligibility for Financing Services.
Such audits may be conducted remotely or on-site (where appropriate), and the Client agrees to provide reasonable access to relevant records, systems, and personnel upon written notice. Any audit shall be conducted during normal business hours and in a manner that does not unreasonably disrupt the Client’s operations.
Score may also conduct automated audits through the Platform, APIs, or integrated systems where consent has been provided or where permitted under the Service Agreement.
21. Change in Law
If there is any change in applicable law, regulation, directive, court ruling, or regulatory guidance that materially affects Score’s ability to provide the Services or perform its obligations under this Service Agreement, Score may take any measures it deems reasonably necessary, including the suspension, modification, or discontinuation of affected Services.
Score shall provide notice to the Client of any such changes where practicable. The Client agrees that Score shall not be liable for any loss, damage, or liability resulting from Score’s compliance with or response to such changes in law or regulation.
22. Third-Party Services
The Services may include access to or integration with third-party services, systems, or data sources not operated or controlled by Score (“Third-Party Services”). The use of such Third-Party Services may be subject to separate terms and conditions between the Client and the relevant third-party provider.
Score does not guarantee the availability, accuracy, or security of Third-Party Services and shall not be liable for any loss or damage arising from the Client’s use of or reliance on such services. The Client is solely responsible for reviewing and complying with any applicable third-party terms.
Where required for the provision of the Services, the Client authorises Score to access or interact with Third-Party Services on its behalf, subject to the terms of this Service Agreement.
23. Electronic Transactions
23.1 Consent to Electronic Communications
By accessing or using the Services, the Client and its Users consent to receive all communications, notices, disclosures, and documents from Score in electronic form, including via email, platform messages, or other system notifications. Such electronic communications shall have the same legal effect as if provided in physical form.
23.2 Use of Electronic Records and Signatures
To the extent permitted by Applicable Law, the Client agrees that electronic records and electronic signatures executed or accepted through the Platform or other authorised digital means shall be valid, binding, and enforceable as if signed in hardcopy.
23.3 Legal Recognition
This Service Agreement is intended to be consistent with the requirements of the Electronic Transactions Act 2010 of Singapore and any applicable standards for cross-border electronic commerce.
24. Service Disclaimer and Risk Acknowledgment
24.1 No Financial Advice
The Client acknowledges and agrees that the Services, including all content, tools, and functionalities provided via the Platform, are intended solely for general informational and operational purposes. Nothing in the Services constitutes or shall be construed as financial, investment, legal, tax, or accounting advice. The Client is solely responsible for conducting its own assessments and obtaining independent professional advice as necessary in connection with any transaction or use of the Services.
24.2 No Fiduciary or Advisory Relationship
Score does not act as a fiduciary, financial advisor, or agent of the Client or any User. The use of the Platform and Services does not create any fiduciary, advisory, agency, or representative relationship between Score and the Client. All decisions regarding the use of the Services, including financing and factoring, are made solely at the Client’s own discretion and risk.
24.3 No Guarantee of Financing
The Client understands and agrees that the submission of invoice data, registration as a Merchant or Customer, or use of the Platform does not constitute a commitment or obligation by Score to provide financing or to purchase any receivables. Any such financing or factoring arrangements shall be subject to Score’s sole discretion, internal assessment criteria, and the execution of a separate, binding agreement with the Client.
24.4 Assumption of Risk
The Client acknowledges and accepts that the use of the Services and participation in financing or receivables transactions involve inherent risks, including but not limited to credit default, operational failure, liquidity constraints, data loss, or other financial or technical risks. The Client assumes full responsibility for all risks arising from its use of the Services and from any business or financial decisions made in connection therewith.
24.5 Regulatory Status
Score provides Services in connection with the commercial purchase of receivables under factoring arrangements and does not conduct lending, deposit-taking, regulated credit assessment, or financial advisory activities within the meaning of the Securities and Futures Act 2001 (“SFA”), the Moneylenders Act 2008 (“MLA”), or the Financial Advisers Act 2001 of Singapore.
Where applicable, Score may rely on available exemptions under the Payment Services Act 2019, including the limited purpose exemption for business-to-business transactions. The Client acknowledges and agrees that such exemptions do not constitute or imply licensing or regulatory supervision by the Monetary Authority of Singapore. The Client is solely responsible for ensuring that its use of the Services complies with all applicable laws and regulatory requirements in the jurisdictions from which it accesses the Services.
25. Notices
Any notices or communications required or permitted under this Service Agreement shall be in writing and may be delivered by electronic means, including email or system notifications through the Platform. Notices shall be deemed received immediately upon delivery to the designated contact address or through the Platform.
The Client is responsible for ensuring that its contact information, including email address and platform access credentials, remains accurate and up to date at all times.
Score may also provide general updates, policy changes, or disclosures via in-app notifications or dashboard postings, which shall be deemed effective upon publication. 
