MERCHANT AGREEMENT

Welcome to Share Commerce.

These Terms and Conditions (“Terms”) govern the provision and use of payment processing and related services provided by Share Commerce Sdn. Bhd. (“Service Provider”, “we”, “us”, or “our”) to the merchant entity registered with us (“Merchant”, “you”, or “your”).

These Terms form a binding agreement between the Service Provider and the Merchant (collectively referred to as the “Parties” and individually as a “Party”).

By applying for, accessing, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not understand any part of these Terms, please contact us before using the services.

You may only access and use the services upon accepting and agreeing to comply with these Terms. 

About the Services
(A) Service Provider is a technology company that provides the access and/or use of website, mobile application or any internet service platforms (including any associated software supplied by Service Provider and/or Affiliate) that provides access to purchase, plan and book a variety of products and services offered for sale by the Merchants and any other related services (“Platforms”). 

(B) Merchant supply their products and/or services through the Platforms. 

NOW, THEREFORE, in consideration of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:-

1. DEFINITION

2. SERVICE OFFERED 

2.1 The Platforms is used to provide merchants with robust and secure payment solutions, ensuring seamless transactions and the safe, timely transfer of funds from their customers.

2.2 Service provider shall equip merchant with advanced payment technologies, supporting major card networks such as Visa, Mastercard, MyDebit, DuitNow, and various E-wallets, including EDC terminals, a secure online payment gateway and robust API integration to streamline payment processing and enhance operational efficiency.

2.3 Platforms processes all transactions through the use of its secure SSL encryption network and any other processes made available through its contracted processing platform. Payment shall be initiated via the secure payment processes.

2.4 Term: Subject to early termination in accordance with Clause 25, the appointment hereby made shall be for the Term. Service Provider shall review the performance of the Merchant and may, at its absolute discretion, grant the Merchant a further term for such duration and upon such terms and conditions as Service Provider may in its absolute discretion determine. In the absence of any written notification from Service Provider, the parties agree that this Agreement shall remain enforceable in this entirely for a further duration equivalent to the Term and upon the same terms as provided in this Agreement.

2.5 System reliability: Service Provider will give best effort to ensure best practices the operation of the Platforms. The Merchant agrees and confirms that it shall not hold Service Provider, its employees, agents or licensees, liable for any special, incidental or consequential damages arising out of the breakdown of Platforms. 

3. MERCHANT’S APPLICATION 

3.1 The Merchant shall complete the Merchant Processing Application Form with the necessary Merchant information and comply with any necessary pre-conditions imposed or requirements set by Service Provider as may be revised from time to time, as forming part of the application process.

3.2 Any approval to the Merchant’s application or requests pursuant to the Merchant Processing Application Form and/or this Agreement or under any of the terms herein shall be subject to the fulfillment of the application process by the Merchant.

3.3 Notwithstanding any provision of this Agreement, the Service Provider is at its absolute discretion to refuse any application or requests without assigning any reasons. 

3.4 In addition to agreeing to be bound by the terms and conditions of this Agreement including all future amendments thereto, the Merchant shall also (or shall continue to) comply with and adhere to the terms and conditions of any agreement the Merchant has entered or will enter into with the Service Provider. 

4. MERCHANT ACCEPTANCE OF CARDS 

4.1 The Merchant shall accept and honour without discrimination valid Cards properly tendered for use, without imposing any conditions not required by the Rules, including but not limited to the charging of a premium, surcharge or the fixing of a minimum limit for such use or by allowing a discount or other incentive for the use of another means of payment.

4.2 The Merchant shall permit holders of valid Cards to charge purchases of goods and services and relieve the Cardmember from the obligation to pay the purchase price, provided that the transaction complies with the terms of this Agreement.

4.3 The Merchant may use any payment card or any payment card network and Merchant who set priority routing at the POS terminals is to display a prominent notice on the merchant’s prioritized payment card network.

4.4 The Service Provider does not restrict the Merchant from:

(a) the number of payment card networks that may be routed at the   point-of-sale;
(b) routing or setting priority routing to route a transaction made using a co-badged debit card to the payment card network of the Merchant’s choice; and
(c) giving equal prominence to a competing payment card network at the point-of-sale

4.5 For the avoidance of doubt, a Card shall not be valid:
(a) unless it is signed on the back by the Cardmember, its expiry date is on or after the date of the transaction and it bears a genuine distinctive holographic device and/or other security feature as may be required by the Bank or the relevant card-issuing institution; and

(b) if the Merchant has received notice of invalidity or cancellation of the same from the Service Provider or the relevant card issuing institution.

4.6 The Merchant shall hold on to the Card while making an authorization request. If, in response to an authorization request, the Merchant is advised to retain the Card or is given any other instructions by the Service Provider, the Merchant shall use its best efforts (by reasonable and peaceful means) to comply with such advice or instructions and shall ensure that no affray, assault or personal injury to any person or damage to any property shall arise as a result of its compliance with the Service Provider’s advice or any other instructions. The Merchant shall indemnify the Service Provider from and against all actions, proceedings, claims, demands or losses suffered by the Service Provider arising out of or in connection with any such affray, assault, injury to persons or damage to property. 

5. CARD TRANSACTIONS AND AUTHORIZATION

5.1 The Merchant agrees to abide by all manuals, instructions and other requirements imposed by the Card Association and/or the Service Provider in completing a transaction involving the use of any Card.

5.2 Except where an EDC Terminal is used, the Merchant shall seek authorization from the Service Provider for any transaction:

1.  which is above the Floor Limit, or the amount of which, when aggregated with other Card Transactions charged against the same Card, would exceed the Floor Limit;
2.  which is a recurring transaction, an order concluded by telephone or mail or a pre-authorized order;
3.  where the Merchant believes or there exist reasons to believe that the Card presented may be counterfeit or stolen or where the account number given appears to be invalid;
4.  in which the signature on the Sales Slip appears to differ from that on the Card presented;
5.  in which there are other facts and/or circumstances which cause the Merchant or would otherwise cause a person exercising reasonable care and diligence, to be suspicious. 
   

5.3 Where an EDC Terminal is used the Merchant shall seek authorization for all Card Transactions, regardless of value.

5.4 The Merchant shall ensure that all goods purchased and services received in the same transaction are recorded in a single Sales Slip and shall not effect any Card Transaction where only part and not the entire amount due is reflected in the relevant Sales Slip except where:

(a) the balance of the amount due is paid by the cardmember at the time of sale in cash or by cheque;

(b) the goods shall be delivered or the services shall be performed at a later date and one Sales Slip represents a deposit and the second Sales Slip represents payment of the balance provided that the validity of the second Sales Slip shall be conditional upon delivery of the goods or performance of the services. The Merchant shall note on the Sales Slip the word “deposit” or “balance”, as the case may be. The Sales Slip labeled “balance” shall not be presented by the Merchant until the goods are delivered or the services are performed, as the case may be.

5.5 Each Sales Slip issued by the Merchant shall contain, amongst other things, the following:

(a) the authorization code number evidencing any authorization obtained; 
(b) a description of the goods and services sold and the price thereof (including any applicable taxes) containing such details as are sufficient to identify the transaction; 
(c) the date of the transaction; 
(d) the signature of the cardmember on the Sales Slip which shall correspond with the signature on the Card presented; 
(e) where required, the CVV2/CVC2 value or the last three digits of the account number pre-printed on the face or on the back of the Card presented, as the case may be; and 
(f) The Merchant shall deliver to the card member a true and complete copy of the Sales Slip.

6. ONLINE MERCHANT CARD ACCEPTANCE

6.1 Online Merchant Card Acceptance refers to a Merchant’s acceptance of the Card through an electronic medium or using computer networks, i.e. Internet, when the Cardmember purchases goods or services online from the Merchant via its Merchant Website. For the purpose of this section, “Merchant Website” shall mean the online website of the Merchant as referred and/or stated in the Merchant Processing Application Form. 

7. eWallet Acceptance

7.1 This eWallet acceptance refers to mobile payment application which enables eWallet Users to make payment by way of QR Code Payment.

7.2 The terms and obligation as below: 
(a) The Merchant shall not discriminate Cardmembers and/or eWallet Users for their choice of payment for goods and/or services and shall not indicate, directly or indirectly, any goods and/or services not acceptable for payment under the Card and/or eWallet; 
(b) The Merchant shall ensure and maintain truthful, accurate and complete records of the authorization of transaction information provided in purchase orders; 
(c) The Merchant is required to retain the original receipts and relevant transaction record for at least five years from the date of transaction; 
(d) For any request for retrieval by the Service Provider the Merchant shall reply and provide copies of the receipts and relevant transaction records to the Service Provider via e-mail or facsimile within two (2) business days from the date of receipt of request for retrieval from the Service Provider. 

8. EDC Terminal 

8.1 The EDC Terminal shall remain the property of the Service Provider and nothing contained in this Agreement shall confer or be deemed to confer any interest in the EDC Terminal to the Merchant. The Service Provider retains all ownership and copyright interest in and to all software, computer programs, related documentation, technology, know-how and processes embodied or installed in the EDC Terminal (the “Software”) and the Merchant shall have only a nonexclusive license to use the Software in the operation of the EDC Terminal. The EDC Terminal and all connecting equipment shall be returned to the Bank in good order upon termination of this Agreement. 

8.2 Upon installation of an EDC Terminal whether at the Merchant’s premises or at the selected agents’ premises, the Merchant shall: –

(a) ensure that each EDC Terminal is operated at all times in a proper and correct manner in accordance with the manufacturer’s operating instructions and such other instructions as the Service Provider may provide to the Merchant from time to time;

(b) ensure that the installation and operation of the EDC Terminal does not contravene any laws, by-laws, rules or other regulations applicable to it;

(c) ensure that at all times during the ordinary business hours of the Merchant at least one member of the Merchant’s staff properly trained to operate the EDC Terminal is available to operate it;

(d) ensure that the EDC Terminal is at all times in its possession and control, and the Merchant shall not remove the same from its premises, or permit the EDC Terminal to be so affixed to the premises so as to become fixtures;

(e) allow the Service Provider or Service Provider’s contractors at any time to inspect, maintain or repair each EDC Terminal with a view of ensuring that the same is operating at all time in a proper manner. The Merchant shall pay to Service Provider the amount certified by Service Provider as the cost for effecting such maintenance or repair of each Terminal;

(f) ensure that the EDC Terminal including the markings thereon and the Software are not opened, modified, disassembled or otherwise interfered or tampered with save and except with the written approval of the Service Provider;

(g) be fully responsible for any loss or damage to the EDC Terminal installed at its premises whether the same is caused by fire, theft, vandalism or otherwise, and shall reimburse the Service Provider an amount up to RM2,500.00 for each of the EDC Terminal;

(h) be fully responsible for any loss, damage or injury sustained by a third party arising from or in connection with the use of the EDC Terminal or as a result of any loss or damage to the EDC Terminal and the Merchant shall indemnify and keep indemnified the Service Provider against such loss, damage or injury;

(i) promptly report any malfunction, breakdown of, or damage to, the EDC Terminal to the Service Provider and ensure that the same is kept in the place and in the manner required by the Service Provider and punctually pay for all repairs to the EDC Terminal carried out by the Service Provider or person(s) authorized on their behalf;

(j) ensure that every Card presented is properly verified and swiped through the EDC Terminal to obtain an authorisation from the Bank prior to the completion of any Card Transaction in which an EDC Terminal is used;

(k) contact the Service Provider immediately if the response from the EDC Terminal for the transaction is ‘Referral’ or ‘Call Bank’ or ‘Refer to Bank’ or similar message (in which event the Merchant shall not be permitted to swipe the said Card again through the EDC Terminal for a similar, lower or higher amount). In the event that any EDC Terminal is malfunctioning, has broken down or has gone off-line, the Merchant shall: 

(i) immediately inform the Service Provider or its authorised service providers relating to the EDC Terminal (as specified by the Service Providerfrom time to time), of such event; and 

(ii) revert to manual authorisation of Card Transactions by obtaining an authorisation code from the Bank by telephone for all transactions and completing the Sales Slip or the offline EDC Terminal. 

(l) Ensure Cards that with “chip” embedded on it, shall first use the “chip” reader slot on the EDC Terminal to read the Card data / record contained in the “chip” portion of the Card to process and seek authorisation / approval from the Bank to complete the Card Transaction and such “Chip” embedded Cards shall not use the “magnetic stripe”reader to process and seek authorisation /approval from the Bank to complete the Card Transaction.

(m) Merchants are required to perform the “Settlement” function on the EDC Terminal daily, electronically submitting all card transactions to the Service Provider for payment. In the event the Merchant performs settlement processing for any transaction more than three (3) Business Days after the transaction date, the Service Provider reserves the right to withhold payment for the affected transaction(s). Such withheld transaction(s) shall remain unpaid until the Service Provider has completed its review and validation of the relevant supporting documents and is satisfied with the legitimacy of the transactions.

(n) Prohibit the “Split Sales Transaction” and shall not attempt to further use the previous unsuccessful Card to process and complete the Card Transaction. “Split Sales Transaction” shall refer to two (2) or more payment transactions where the merchant in a deliberate attempt to avoid single authorisation or single approval from then Bank, the merchant splits the single day’s Card Transaction into two or smaller value transactions using one (1) or more Cards bearing the same date.

(o) The Merchant agrees to indemnify the Service Provider for any loss or damage suffered as a result of the Merchant’s failure to operate any EDC Terminal in the aforesaid manner. 

8.3 The Service Provider makes no representation and warranty, whether express, implied, statutory or otherwise, with respect to the effectiveness of the EDC Terminal. The Merchant agrees and acknowledges that the EDC Terminal is installed and used at the Merchant’s own risk and the Service Provider shall in no event be liable under any circumstances forany financial loss as a result of the inaccuracy of any information provided by the EDC Terminal or any other incidental or consequential, direct or indirect damages or loss, including loss of profit, damages to any structure, its contents, death or personal injury to any third party.

8.4 The Merchant covenants and acknowledges that if an EDC Terminal is utilised for a Card, the Merchant shall make known the terms of this Clause 6 to the relevant card-issuing institution, and shall indemnify the Service Provider from any claims made by any such institutions.

8.5 The EDC Terminal may be placed at the premises of the selected agents of the Merchant with the Service Provider’s prior written consent on condition that the Merchant procures the agents’ agreement to comply with the same terms and conditions on the use and control of the EDC Terminal imposed on the Merchant by the Service Provider. Notwithstanding this provision, the Merchant shall be responsible for the use, damage or loss to any such EDC Terminals placed at the selected agents’ premises.

8.6 Merchant shall be liable for the cost of any lost or damaged EDC Terminal(s). In the event of loss or damage, the Merchant agrees to promptly pay the applicable charges as determined by the Service Provider. If the Merchant fails to make payment, the Service Provider reserves the right to deduct the amount from the Merchant’s deposit. The Merchant also agrees to pay the Service Provider a monthly rental fee for each terminal as specified in the Merchant Processing Application Form via Direct Debit, cheque payment, online transfer, or any other method acceptable to the Service Provider and communicated to the Merchant. The Service Provider reserves the right to change the fees with thirty (30) days’ prior written notice to the Merchant.

8.7 The monthly terminal fee shall be non-refundable, even if the Merchant ceases to have any EDC Terminal(s) installed by us or upon termination of this Agreement.

8.8 Terminal deposit is refundable if the terminal is return in good condition and no loss of equipment provided during installation. 

9. SUBMISSION OF SALES SLIPS 

9.1 This clause shall apply only if the Service Provider identifies or suspects in suspicious transactions.

9.2 In submitting Sales Slips to the Service Provider for payment, the Merchant warrants to the Service Provider: –

(a) that the transaction represents the binding obligations of the Cardmember, free from any claim, demand, set-off or other adverse claim whatsoever, for the amounts in the transaction and only for goods actually sold or services actually rendered (including taxes) and does not involve any element of credit for any other purpose;

(b) that the Sales Slip is free from any alteration not authorized by the Cardmember;

(c) that the Merchant has no knowledge or notice (whether actual or constructive) of any fact, circumstances or information which indicate or, having used reasonable care or diligence, would lead it to believe that the transaction was fraudulent or not authorized by the Cardmember or which would otherwise impair the validity of the transaction or enforceability of the Cardmember’s obligations for the transaction;

(d) that the Merchant has complied fully with all federal, state and local laws, rules and regulations applicable to its business and that the transaction is in compliance with all applicable laws, rules, regulations, guidelines, rulings, and directives of any governmental or regulatory authority or agency;

(e) that the Merchant will fulfil all of its obligations to the Cardmember and will resolve any customer dispute or complaint directly with the Cardmember;

(f) that the Merchant has examined the Card presented and 

(i) the signature on the Sales Slip is genuine and authorised by cardmember and not forged or unauthorised; and

(ii) where the card has a photograph of the cardmember, the cardmember and the person presenting the card is the same person;

(g) that all terms and conditions of this Agreement have been satisfied in respect of the transaction to which the Sales Slip relates.

(h) In addition to the preceding, the Merchant expressly represents and warrants to the Service Provider that, with respect to any transaction in which a Card is not physically presented to Merchant, such as in any mail, telephone or preauthorised transaction for which the Service Provider has agreed to provide processing, the transaction shall have complied with the special terms, conditions, acceptance guidelines or operating regulations as may apply to or be imposed by the Bank with respect to authorisation of such transaction.

9.3 In the event that any of the foregoing warranties or representations is found to be untrue, the relevant indebtedness of the affected Sales Slips may be rejected, or any prior acceptance of the same revoked and charged back to the Merchant.

9.4 The Sales Slips and Credit Slips drawn pursuant to the provisions of this Agreement shall be in Ringgit Malaysia unless a written authorization is obtained from the Service Provider to transact in other currencies. 

10. PAYMENT BY THE SERVICE PROVIDER 

10.1 The Service Provider shall process payments for all Card Transactions through an automatic settlement system. The Merchant is not required to submit Sales Slips manually unless specifically requested by the Service Provider. For any clarifications on payment terms, the parties shall refer to the Letter of Offer issued by Service Provider in relation to this Agreement.

10.2 Payment by the Service Provider does not constitute confirmation that the transactions have been accepted in accordance with the conditions and procedures outlined in this Agreement or that they are free of irregularities. The Service Provider reserves the right to reclaim any payments made under this clause if, in its discretion, the conditions of this Agreement have not been met, as specified in Clause 12. The terms for reclaiming payments may also be detailed in the letter of offer.

10.3 To receive payments from the Service Provider, the Merchant must maintain a Merchant Account with the Service Provider. Any payments owed to the Merchant will be credited directly to the Merchant Account. Any amounts owed by the Merchant to the Service Provider may be recovered as outlined in Clause 12.

10.4 The Service Provider reserves the right to withhold payment of the relevant amount to the Merchant for a period of up to 540 days, or such other period as may be required under applicable laws, regulations, or card association rules. If Service Provider has already paid or credited the Merchant Account with the relevant amount, without prejudice to the Service Provider’s right under Clause 9, Service Provider reserves the right to prohibit the Merchant from withdrawing the funds on deposit or demand that the Merchant forthwith reimburse the Service Provider the said amount, if the Service Provider determines in its absolute discretion that any of the following events has occurred: –

(a) investigations by authorities, regulators, or any other competent body are ongoing;

(b) card associations require funds to be held pending chargeback, dispute resolution, or compliance actions; or

(c) the transactions in question are suspected or confirmed to be fraudulent, unlawful, or in violation of applicable laws, regulations, or card association rules.

(d) the goods are returned to the Merchant whether or not a Credit Slip is delivered to the Service Provider;

(e) authorization is not obtained for a Card Transaction for which an authorization code number was required or where the amount charged exceeds the Floor Limit;

(f) any Sales Slip has not been properly signed by a Cardmember in good standing or is otherwise not in proper form;

(g) where the authorization code number on the Sales Slip:

i. does not correspond with Service Provider’s record of the relevant authorization code number issued; or

ii. fails to correspond with the valid authorization code number obtained through the authorization system of the relevant Card Issuer or the Sales Slip otherwise indicates a mismatch in the nature of business, customer profile, location of the EDC Terminal or place of business of the Merchant; 

(h) the Sales Slip is alleged by the relevant Cardmember or appears to have been drawn improperly or without authority;

(i) the Sales Slip is illegible or altered improperly or is incomplete or (where applicable) is without a card imprint or is unsigned or the signature on the Sales Slip differs from the signature on the Card;

(j) where the Card has a photograph of the Cardmember, the Cardmember and the person presenting the Card is not the same person;

(k) any alterations on the Sales Slip has not been properly authorized by the Cardmember;

(l) the Cardmember disputes the sale, quality, or delivery of goods or the performance or quality of service covered by the Sales Slip or denies liability for whatsoever reason;

(m) the Sales Slip was drawn by the Merchant in circumstances constituting a breach of any term, condition, representation, warranty, duty or obligation of the Merchant hereunder, in particular and without prejudice to the generality of the foregoing Clauses 5.4 and 5.5;

(n) the Card is invalid or revoked or may be counterfeit or the Service Provider receives notification from the card-issuing institution that the Card Transaction is or may be fraudulent;

(o) the sale of goods, performance of services, or the use of a Card, involves a violation of law or the rules or regulations of any governmental or regulatory agency, local or otherwise notwithstanding that the Service Provider may have had notice of any such violation at the time when payment was made;

(p) the Sales Slip is not presented to the Service Provider for payment within three (3) Business Days of the relevant transaction or otherwise in accordance with the terms of this Agreement;

(q) where there are multiple Card Transactions charged against the same Card, those Card Transactions are of such combined or aggregate value that they would, in the absolute opinion of the Bank, have resulted in a different authorization response from the Bank if they were processed in a single Card Transaction;

(r) the Merchant fails to comply with any of its obligations set out in Clause 13; 

(s) there is a breach by the Merchant of any term or condition herein contained; or

(t) any transaction is deemed by the Service Provider to be irregular, suspicious or otherwise not in order

10.5 Without prejudice to Clause 9, the Merchant agrees that the Service Provider may, without notice, make an appropriate charge of credit to the Account for any deficiency or overcharge, as the case may be:

a. if the total value of any Sales Slip exceeds the authorised limit; and

b. if the figures and computations shown on any Deposit Slip submitted by the Merchant are in error. 

11. MERCHANT’S OBLIGATIONS 

11.1 Merchant agrees that it shall not perform or fail to perform any act that violates federal, state/provincial, or local law of Malaysia, as well as laws of any countries in which Merchant does business.

11.2 The Merchant shall display prominently, the brand name and logo of Platforms and all other marketing or publicity materials that may be provided by Service Provider, on or about the premises or website of the Merchant.

11.3 Merchant shall retain copies of all Transaction receipts, with respect to Transactions for a period of eighteen (18) months. Merchant will provide such copies to Service Provider within five (5) Business Day of such request to do so being received by Merchant from Service Provider.

11.4 Merchant shall perform credit card verification with Customer in the event Service Provider suspects the genuine of the transaction.

11.5 Merchant warrants that information provided to Service Provider in connection with Merchant’s application for the Products and Services is correct and that no information has been withheld which, if provided, could have materially affected Service Provider’s decision to enter into this Agreement.

11.6 Describe accurately on Merchant’s Website, including a full description of Merchant’s trading name, address, telephone number and URL, what goods and services are being offered for booking, reservations or sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies.

11.7 Advise Service Provider as soon as Merchant become aware of major or multiple product defects or logistics problems which could give rise to Charge Back or Refunds;

11.8 The Merchant shall immediately notify Service Provider , providing sufficient information to allow the Service Provider to maintain accurate records and continue uninterrupted services if any of the following events occurs:

11.8.1 There is any change in the nature of the product or services offered  on Merchant’s Website; and

11.8.2 Change of the business telephone number or outlet address;

11.8.3 Any change in the Merchant’s legal or trading name, business    structure, ownership, or any other relevant corporate information; 

11.8.4 Any other material information reasonably required by the Service Provider to ensure compliance with applicable laws, regulations, or Card Association rules.

11.9 The Merchant shall ensure that the Access Password is not disclosed to any unauthorised persons at all times during the Term. Subject to Clause 11.10, Service Provider shall carry out all Transactions, issued or purportedly issued by the Merchant through the Platforms or the Business Telephone Number in accordance with the terms of this Agreement.

11.10 The Merchant shall resolve directly with the Customer, any claims or  complaints made by the Customer in respect of any purchase of goods, products or services made by the way of Transaction and the Merchant shall have no right of recourse against Service Provider in the event the Customer disputes the underlying contract of sale for such Transaction for any reasons whatsoever including without limitation the quality, overcharging or late delivery, of that good, product or service.

11.11 The Merchant shall at all times comply with:

a) all procedures, operational guidelines, and instructions issued by the Service Provider; and

b) all applicable Card Association rules, regulations, and standards (including but not limited to Visa and MasterCard), as amended from time to time.

11.12 The Merchant shall not relocate, move, or otherwise tamper with the POS     terminal without the prior written consent of the Service Provider.

11.13 The Merchant shall use the POS terminal solely for the business purpose and at the location specified in the Merchant Application. Any use outside the approved purpose or location requires the prior written authorization of the Service Provider. 

12. CHARGEBACK OF TRANSACTIONS 

12.1 The Merchant acknowledges and agrees that the Service Provider shall not be liable for any dispute, claim, counterclaim or set-off asserted by a Cardmember or Customer in respect of any goods or services purchased from the Merchant using a Card or any other payment method. All such disputes shall be resolved directly between the Merchant and the Customer.

12.2 In the event a Cardmember, Customer, card-issuing institution or any relevant payment scheme disputes, rejects, reverses or challenges any Transaction, or if any Transaction is charged back or deemed invalid for any reason (including circumstances described in Clauses 8.5 and 8.6), the Service Provider shall be entitled to:

(a) debit or withhold the relevant amount from any settlement due to the Merchant;

(b) debit the Merchant Account; and/or

(c) recover such amount from the Merchant by any other lawful means.

12.3 The card-issuing institution’s decision shall be final and binding for determining the validity of any Chargeback.

12.4 The Merchant acknowledges that obtaining an authorisation code for a Card Transaction does not constitute a guarantee of payment. All authorised Transactions remain subject to Chargeback.

12.5 If a Transaction was performed or processed:

a) fraudulently or dishonestly by the Merchant or its employees; or

b) in a manner not in compliance with operating rules, procedures or requirements of any Card Association, e-wallet issuer, or relevant payment scheme, the Service Provider shall have the right to immediately debit or recover the full Transaction amount and all associated charges from the Merchant.

12.6 Upon receipt of a Chargeback or dispute notification, the Service Provider may withhold or suspend settlement of the affected Transaction(s) pending investigation, dispute resolution or completion of the applicable Chargeback process.

12.7 Where the Service Provider or its Acquiring Bank notifies the Merchant of an invalid or Disputed Transaction, the Merchant shall:

a) investigate and take all reasonable steps to resolve the matter with the Customer within fourteen (14) days; and

b) comply with all dispute-handling and Chargeback procedures prescribed by the Service Provider from time to time.

12.8 Where the Service Provider considers in good faith that a Chargeback or potential Chargeback may occur, the Service Provider shall have the discretion to retain or place a hold on funds up to a maximum of five hundred forty (540) days, or such longer period required under applicable law or payment scheme rules. The Merchant shall, upon request, provide additional funds within two (2) weeks to cover the actual or potential Chargeback exposure.

12.9 The Service Provider shall have the right to monitor the Merchant’s Chargeback ratio at all times. If the Merchant’s Chargeback ratio exceeds thresholds set by any Card Association, payment scheme, regulator or the Service Provider, the Service Provider may, at its sole discretion:

a) issue warnings or require remedial action;
b) impose a rolling reserve, security deposit or fund withholding;
c) limit, suspend or restrict the Merchant’s access to the Products and Services; or
d) terminate this Agreement pursuant to its termination provisions.

12.10 The Merchant shall cooperate fully with the Service Provider in any Chargeback reduction or compliance programme required by any Card Association, e-wallet issuer, or regulatory authority.

12.11 The Merchant acknowledges and agrees that all Transaction fees, processing fees, and other applicable charges imposed by the Service Provider in respect of a Transaction, Chargeback or disputed Transaction are non-refundable, regardless of whether the Transaction is subsequently reversed, refunded or charged back.

12.12 The Merchant’s obligations under this Clause 12 shall survive the termination or expiry of this Agreement. 

13. CREDIT 

13.1 If in respect of any Card Transaction, goods are accepted for return or any services are terminated or cancelled or any price adjustment is allowed by the Merchant, no cash refund shall be made to the Cardmember but the Merchant shall deliver promptly to Service Provider a Credit Slip evidencing such refund or adjustment.

13.2 The Merchant shall also deliver to the Cardmember a true and complete copy of each Credit Slip which shall contain brief identification of the goods returned or the services cancelled or adjustment made and the amount of the credit in sufficient detail to identify the transaction. 

14. AUTHORISATION OF TRANSACTIONS 

14.1 Acceptance of Transactions shall not in any way be binding on Service Provider as to the validity of any Transaction or Transaction receipts. Service Provider shall not honour any Transactions which in the opinion of the Service Provider is not genuine. Service Provider also gives Merchant no assurances that it shall not exercise any Charge Back or other rights of reduction or set-off under this Agreement even where such Transaction has been authorised. 

15. PAYMENT OF SETTLEMENT 

15.1 Subject to Clause 15.2 and 18, Service Provider shall remit a payment (after deducting the Transaction Fee) to the Merchant in respect of each completed Transaction in accordance with the Service Provider’s settlement procedures and timeline as may be communicated to the Merchant from time to time.  The Merchant hereby expressly authorises the Service Provider to receive and process payments on the Merchant’s behalf for the purposes and subject to the terms set out in these Terms. 

15.2 The amount of Settlement by calculating the amounts due in respect of Transactions which are after deducting the following:

15.2.1 The Service Charges due;

15.2.2Refunds;

15.2.3 Charge Back, and any fines passed on to Service Provider by  Acquiring Bank in respect of Merchant Transactions;

15.2.4 Disputed Transactions and any amounts reasonably required to cover potential or expected Refunds, Charge Back or Disputed Transactions; and

15.2.5 Any other charges or amounts due to Service Provider under this Agreement.

15.3 If the Settlement is below the minimum Settlement amount agreed between the parties, such Settlement shall be carried forward to the next Settlement date.

15.4 Service Provider will transmit all Settlement to Merchant by cheque sent by normal mail or by bank in the cheque in the Merchant’s bank account (subject to service fee per settlement) and shall deduct from the Settlement a charge to cover the mailing and/or courier and/or service charges for making the Settlement in the manners.

15.5 In the event that the value of all items listed in Clause 15.2.1 to 15.2.5 exceed the value of all Transactions falling due for Settlement on the Settlement date, the resulting shortfall may be held over by Service Provider for deduction against the following Settlement when it shall be deducted from that Settlement together with any interest due. However , Service Provider reserves the right at any time to require payment (including by directly debiting Merchant account) of all or part of such shortfall in such currency as Service Provider may determine.

15.6 Settlement payments by the Service Provider to the Merchant shall be made in Malaysia Ringgit (RM). The Service Provider will notify the Merchant from time to time of the foreign currencies that are approved for Transactions.

15.7 If a Transaction is processed in an approved foreign currency, then, unless otherwise agreed in writing by the Service Provider, all amounts relating to that Transaction including settlement, Chargebacks, refunds or any other related event shall be processed in RM using an exchange rate determined by the Service Provider at its absolute discretion.

15.8 The Service Provider may vary or adjust any such exchange rate at any time and from time to time without prior notice to the Merchant.

15.9 Service Provider may hold back from the Settlement any amounts reasonably required to cover potential or expected Refunds, Charge Back, or Disputed Transactions. 

16. SERVICE CHARGES 

1.6.1 In consideration to the Service Provider Services provided to the Merchant, Merchant agrees to pay to the Service Provider:

16.1.1 A non-recurring and non refundable Setup Fees (if any) in the amounts and manners agreed between the parties.

16.1.2 A recurring and non refundable Maintenance Fees payable monthly in the amounts and manners agreed between the partiefor monthly maintenance of the Merchant Account.

16.1.3 The Transaction Fee on each Transaction and deduct the same from the payment made by the Customer in respect of each Transaction with manner agreed between the parties..

16.2 Service Provider reserves the right to recover Service Provider fee provided in Clause 16.1.1 to 16.1.3 hereof by debiting the amount from the Merchant account [in the event of insufficient funds being available from the next Settlement]. Without prejudice to Service Provider’s other rights Service Provider may suspend or withdraw the Services if Service Charges or any other sums payable to Service Provider are not paid when due. Merchant is also responsible for Service Provider additional costs due to dealing with customer disputes, Refunds, Charge Back, Disputed Transactions or other causes.

16.3 Service Provider reserves the rights to suspend the Merchant account and Settlement to the Merchant in the event that the Maintenance Fee, Charge Backs, and other due charges are not settled by the Merchant after two (2) weeks from the date the debt is due. The Merchant’s account may be reactivated after all outstanding dues have been fully settled and verified by the Service Provider. 

17. SECURITY DEPOSIT & TRANSACTION LIMIT 

17.1 The Merchant agrees to pay security deposit in the amounts agreed between the parties to the Service Provider. Service Provider shall have the right, in its sole discretion, to adjust the amount held as is deemed necessary as security against future Charge Back after notification to the Merchant. In the event of any potential future payment disputes, Refunds or Charge Back in respect of Merchant charges, Service Provider may also hold proceed of Settlement in reserve in an amount adequate to offset such disputed, refunded or Charge Back amounts plus any costs associated with the collection thereof, including without limitation, attorney’s fees and expenses. Service Provider reserves the right to claim the payment from Merchant if the reserve amount is inadequate to offset such disputed, refunded or Charge Back amount.

17.2 The minimum amount of any one Settlement permitted under the Merchant Account (hereinafter referred to as the Floor Limit) shall be as agreed between the parties. The Service Provider may vary the Floor Limit at any time by providing notice to the Merchant. The Service Provider reserves the right to complete or reject any attempted settlement that does not meet the applicable minimum amount at the Service Provider’s sole discretion. Additionally, the Service Provider reserves the right to further limit the monetary amount or the frequency of settlements from any of the Merchant’s accounts for security reasons, without incurring any liability to the Merchant for such limitations. The Service Provider also reserves the right to refuse to honor payment requests that the Service Provider believes or suspects (rightly or wrongly) to be fraudulent or erroneous. For avoidance of doubts, the Merchant shall not in any case rely upon Service Provider to discover or prevent loss as a result of a fraud or erroneous payment. 

18. REFUNDS 

18.1 Where there is Service Provider transaction to be refunded to a Customer, the amount will be debited from Merchant account, therefore, Merchant shall through a pre-identified authorised person advice Service Provider either by such automated systems as Service Provider shall make available to Merchant from time to time, or by hand or post on the Merchant letter head with the authorised person signature affixed thereto.

18.2 Refunds will only be made to the Card upon which the original Transaction was debited and not by any other method.

18.3 The refunds request will only be entertained within thirty (30) Calendar Days from the date of the Transaction.

18.4 The occurrence of Refunds for each Merchant shall be subject to a customized limit as determined by the Service Provider, in accordance with the offer letter signed by the parties. If the number of Refunds exceeds the agreed-upon limit, a service charge as agreed between the parties will apply. In all cases, the Transaction Fee on refunded transactions will be retained by the Service Provider. 

19. INDEMNITY 

19.1 The Merchant hereby indemnifies and shall keep Service Provider indemnified in respect of its employees, and servants from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any laws of Malaysia to which Service Provider, its employees or servants may be subjected by reason of injury to or the death of any person or damage to property of any person, firm or corporation in any manner due to, arising out of or in the course of or by reason of the carrying out of the terms of this Agreement or resulting from any breach of this Agreement by the Merchant, including, without limitation:

19.1.1 Any act, neglect or default of the Merchant or its agents, employees, licensees or customers;

19.1.2 Any event of fraud committed by the Merchant or its agents,  employees or licensees; or

19.1.3 Breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the Merchant carrying out the Transactions. 

20. CONFIDENTIALITY 

20.1 The Merchant shall not at any time during or after the Term divulge or allow to be divulged to any person any confidential information relating to Service Provider, the Service Provider System, the Service Provider Transactions or the terms of this Agreement other than to persons who have signed a confidentiality undertaking in the form approved by Service Provider. 

20.2 Subject to Clause 23, Service Provider shall not disclose or allow access to, the Merchant’s personal information or the Merchant’s customers, to third parties with out the Merchant’s prior written consent.

20.3 The Merchant shall not directly or indirectly, by any means whatsoever, obtain or attempt to obtain information of Customers of other Merchants.

20.4 If Service Provider, in its absolute opinion, believe or suspect that the Merchant has breached the provisions in this Clause 21 (or any of them), Service Provider shall be entitled to terminate this Agreement pursuant to Clause 25.1.1

20.5 Service Provider shall take reasonable measures to safeguard all information stored in the Platform.