This Merchant Services Agreement shall be construed as a legal and binding agreement between the Merchant and (COMPANY NAME). (hereinafter referred to as “Agreement”)
By applying for subscription of any and all (COMPANY NAME)’s Services through the signing of I- SERVE’s Merchant Application Form or by using (COMPANY NAME)’s services as defined below, the Merchant acknowledge that the Merchant has read, understand and agree to be bound by all of the terms and conditions of this Agreement, the Privacy Notice and all documents incorporated as reference.
(COMPANY NAME) (Company No””), a
company incorporated in Malaysia under the Companies Act 1965 with its registered office at (COMPANY ADDRESS), Malaysia (hereinafter referred to as “(COMPANY NAME)”) of the first part;
The person or entity whose name and address are described in the Merchant Application Form (hereinafter referred to as “Merchant”) of the second part.
(COMPANY NAME) and the Merchant shall collectively be referred to as “Parties” and individually as “Party”.
(COMPANY NAME) is an acquirer registered by BNM pursuant to Section 17 of the FSA to provide merchant acquiring services.
The Merchant is a person or entity that selling its products or services to its customers which is more particularly described in the Merchant Application Form.
The Merchant is desirous of appointing (COMPANY NAME) to provide payment processing services for the processing of Transactions subject to and based on the terms and conditions as set out in this Agreement
DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
Words bearing the singular in this Agreement shall include the plural and vice versa.
Titles and headings in this Agreement are used for convenience and ease of reference only, and in no way define, limit, extend or describe the scope and intent of this Agreement or of its provision.
The Merchant hereby appoints (COMPANY NAME) for the provision of the Services in accordance with the terms of this Agreement for the duration of the term as defined in Clause 3 below and (COMPANY NAME) agrees to accept the appointment of the Merchant for the provision of the Services to the Merchant.
This Agreement will take effect from the Effective Date and shall continue to be valid until terminated in accordance with the terms and conditions of the Agreement.
Subject to the provisions of this Agreement, the Merchant shall perform the following in accordance with the terms of this Agreement:
to prepare and submit all necessary supporting documents or particulars designated in the Merchant Application Form and any other information as may be required by (COMPANY NAME) from time to time.
shall inform (COMPANY NAME) on any change on the Merchant’s name, address, product and services, sales model and/or channel, style, constitution or composition whether by retirement, expulsion, death or admission of any partner or parties, amalgamation, reconstruction or otherwise.
shall make payment for the Service Fees prescribed in the Merchant Application Form for using the Services provided by (COMPANY NAME).
at all times observe and comply with the guidelines and procedures on the acceptance of the Payment Card, E-Wallet and/or FPX as provided by (COMPANY NAME) and those from the Acquirers and Payment Networks, at any time during the term of this Agreement;
accept all Payment Cards, E-Wallet and/or FPX as a payment method for the Customer’s purchase of the Goods;
not require any Customer to pay any part of the Merchant Discount whether through an increase in price or otherwise or to pay any other charge or to require any security from or otherwise impose any condition on a Customer in connection with any Transactions;
submit to (COMPANY NAME) records of all Transactions performed by the Merchant;
not impose or require Customers to pay any surcharge, commission or discount whether through any increase in price or otherwise, or any other terms and conditions whatsoever on any of the Customers desirous of using the Payment Card, E-Wallet and/or FPX as opposed to any other method of payment, unless prescribed by the laws and the Standards;
not impose a minimum Transaction Charges for the acceptance of an otherwise valid Payment Card, E-Wallet and/or FPX from Customer as a method of payment;
include in the value of the Sales Slips any tax applicable to be collected and shall not collect the tax applicable separately in cash;
observe and perform all obligations under the Merchant’s contract with the Customers including but not limited to the nature, quality and delivery of Goods sold to the Customers;
not sell, purchase, provide or exchange Payment Card, E-Wallet and/or current or savings account number, Transaction, or personal information of or about a Customer to anyone other than to (COMPANY NAME), the Acquirers, the Payment Networks, or as required by the relevant authority. This provision applies to Payment Card imprints, TIDs (if relevant), carbon copies, mailing lists, tapes, database files, and all other media created or obtained as a result of a Transaction;
patently offensive, i.e. containing pornographic material or any vulgar and other content prohibited by the Malaysian Communications and Multimedia Content Code;
lacks serious artistic value;
counterfeit/fake Goods or those otherwise infringing the intellectual property rights of others; or
any other material that (COMPANY NAME), the Acquirers or Payment Networks deem unacceptable to sell in connection with the (COMPANY NAME) Brand or Marks;
for non face-to-face Transaction, ensure that the Goods purchased are rendered to the Customers within the duration as stated or committed by the Merchant.
not to perform or accept any Transactions in any other locations outside Malaysia without (COMPANY NAME)’s prior written approval;
not to move any POS Terminal from the location approved by (COMPANY NAME) without I- SERVE’s prior written consent;
use any payment terminal beyond the scope of this Agreement; and
attend any training instructed by (COMPANY NAME) from time to time.
The Merchant hereby irrevocably and unconditionally covenants, represents and warrants as follow:
if the Merchant is a company or corporation, it is a company or corporation duly incorporated and validly existing under the laws of Malaysia and has full power and authority to enter into this Agreement and the execution, delivery and performance of this Agreement are within its corporate power, have been duly authorised by all necessary corporate action, do not contravene its memorandum and articles of association and do not violate any law or regulation or any judgement, order or decree of any governmental authority, or any contract or undertaking binding on or affecting it;
if the Merchant is a natural person, he has full power and authority to enter into
makes any statements made therein in the light of the circumstances under which they are made, misleading, and are made on reasonable grounds after due and careful inquiry and the Merchant is not aware of any material facts or circumstances that have not been disclosed to (COMPANY NAME) which might, if disclosed, adversely affect the decision of a person considering whether or not to enter into this Agreement;
there is no violation or contravention of any laws, directives, court orders, judgments and arbitration awards have been committed by the Merchant;
shall have legal or legitimate rights to sell and market such Goods offered and posted in the Merchant’s website and/or platform or face to face businesses;
at all times, comply with the requirements prescribed in the Standards in relation to all other matters not specifically provided in the Agreement, including but not limited to:
the data protection programme;
(ii) the fraud control rules and maintaining a total chargeback-to-sales volume ratio below the thresholds set by (COMPANY NAME), the Acquirers or Payment Networks;
upon request by (COMPANY NAME), to furnish originals of bills/receipts or other supporting documents in relation to or in connection with the Services;
permit and accept payment by the Customers using any of the Payment Cards, E- Wallet and/or FPX in accordance with the terms and conditions of the Agreement and the Standards;
honour without discrimination the Payment Cards, E-Wallet and/or FPX when properly presented to the Merchant as means of payment from the Customer;
not submit to (COMPANY NAME) any Transaction that:
the Merchant knows or should have known to be fraudulent, counterfeit, suspicious, wrongful or not authorised by the Customer;
the Merchant knows or should have known to be authorised by a Customer
shall not provide or disclose any information in relation to or in connection with the Transactions to any unauthorised third party;
shall not gain or attempt to gain, directly or indirectly unauthorised access to the provided Services for, inter alia, the purpose of obtaining the customers information of other merchants of (COMPANY NAME);
shall not use the provided Services to conduct any fraudulent, immoral or illegal activities or such activities that may infringe the intellectual property rights of third parties;
shall not use the information of the Customers, including, without limitation, the mobile telephone number of the Customers, for any purposes or reasons other than to obtain (COMPANY NAME)’s confirmation to carry out the Transaction;
shall not use any intellectual property belonging to (COMPANY NAME), including, without limitation, trademarks, trade names or patents, whether registered or not, without the prior written consent of (COMPANY NAME) other than such usage permitted under this Agreement;
that the Merchant shall not at any time represent to any third party as an agent of (COMPANY NAME).
ensure that the Customer understands who is responsible for the Transactions, including delivery of the Goods, and for customer service and dispute resolution, all in accordance with the terms applicable to the Transactions;
has sufficient safeguards in place to:
protect Customer and Transactions information permitted by the regulatory guidelines to be captured from authorised disclosure or use;
comply with all applicable laws; and
ensure each Transaction submitted by the Merchant reflects a genuine transaction between the Merchant and the Customer;
be financially liable for all Transactions and liable for all acts, omissions, Customer disputes, and other Customer service-related issued caused by the Merchant;
provide (COMPANY NAME), the Acquirers and Payment Networks with the necessary information, documents and records of the Transaction or Customer and assistance required or requested by anyone of them to maintain compliance with the Standards and laws immediately upon request by (COMPANY NAME), the Acquirers and Payment Networks at any reasonable time;
(aa) be responsible for staying apprised of all applicable changes to the Standards and this Agreement and maintaining compliance with the Standards and this Agreement. Standards may be available on websites of the Acquirers or Payment Networks;
(bb) shall not take any action that could interfere with or prevent (COMPANY NAME), the Acquirers or Payment Networks from exercising its rights under this Agreement or the Standards;
(cc) undertake that none of the Goods shall relate to timeshare, membership, telemarketing, unlicensed investment scheme, unlicensed multi-level marketing scheme as stipulated in the Standards;
(dd) in addition to the above provisions, the Merchant must perform the following, if the Goods provided by the Merchant is categorised as high risk business by (COMPANY NAME), the Acquirers and Payment Networks:
ensure that the Transactions are not fraudulent, counterfeit, suspicious or wrongful;
if the Transaction is fraudulent, counterfeit, suspicious or wrongful, the Merchant will be liable for any loss suffered by (COMPANY NAME), the Acquirers or Payment Networks arising from such fraudulent, counterfeit, suspicious or wrongful Transaction;
if the Merchant suspects any Transactions to be a fraudulent, counterfeit, suspicious or wrongful transaction or if such the Transaction Charges for such Transaction involve a material transaction value (which amount shall be informed by (COMPANY NAME) to the Merchant from time to time), the Merchant must perform card verification with the Customer and to submit the relevant verification document to (COMPANY NAME) within three (3) Business Days after the date of the Transaction, failing which, the Merchant shall reverse the Transaction; and
(gg) When a Payment Card, E-Wallet and/or FPX is presented to the Merchant for payment, in accepting such payment via the use of the Payment Card, E-Wallet and/or FPX, the Merchant must comply with the acceptance procedure prescribed by the Standards, the Agreement or any other requirements notified by (COMPANY NAME), the Acquirers or Payment Networks from time to time.
In the event if the Merchant has breached its obligations, warranties, undertaking or covenant as stipulated in this Agreement, (COMPANY NAME) shall be entitled to suspend the Merchant from carrying any further Transactions or terminate this Agreement in accordance with the provisions of this Agreement.
(COMPANY NAME) may, at its absolute discretion, require the Merchant to place a Collateral in a manner that (COMPANY NAME) deems fit by way of a written notice, as security for the due and proper performance and completion of all obligations of the Merchant under this Agreement.
If the Merchant fails to remit the Collateral within the timeline prescribed in the written notice, (COMPANY NAME) may without prejudice to any of its other rights and remedies and without any liabilities to the Merchant, suspend or terminate this Agreement by providing written notice to the Merchant. In the event of such termination by (COMPANY NAME), neither Party shall have any claim against the other except for any prior breaches.
If the Merchant fails to properly perform and complete its obligations under this Agreement and (COMPANY NAME) suffers loss or damage arising from such failure, (COMPANY NAME) may deduct any or all such loss or damage from the Collateral.
In the event (COMPANY NAME) performs any deduction under Clause 6.3 above, the Merchant shall top up any shortfall within five (5) days of written notice by (COMPANY NAME), failing which (COMPANY NAME) may suspend or terminate this Agreement immediately upon written notice.
The Collateral does not relieve the Merchant from its obligations to pay any amounts due to (COMPANY NAME) nor does it constitute a waiver of (COMPANY NAME)’s rights under this Agreement.
If the Collateral is insufficient to meet the payment of any or all of the loss or damage suffered by (COMPANY NAME), the balance remaining shall be a debt due and owing from the Merchant to (COMPANY NAME).
During the term of this Agreement and in consideration of the Merchant performing its obligations under this Agreement, (COMPANY NAME) shall pay the Settlement Amount to the Merchant as stipulated under Schedule 1 of this Agreement.
Any fees, charges or any other damages, losses, and expenses which are recoverable by (COMPANY NAME) from the Merchant, may be deducted from any money then due to the Merchant under the Agreement either by (COMPANY NAME) earmarking or deducting the Merchant’s account maintained with (COMPANY NAME). If the money is insufficient for that purpose, the balance remaining unpaid shall be a debt due from the Merchant to I- SERVE and may be recovered from the Merchant by (COMPANY NAME) in any court of competent jurisdiction.
All Service Fees shall be made in RM and no Service Fees shall be made in cash and/or cheque.
All Service Fees shall be payable by the Merchant in accordance with the timelines specified in the Merchant Application Form or Letter of Acceptance or any written notice provided by (COMPANY NAME). The Service Fees are subject to change from time to time at I- SERVE’s discretion as may be notified by (COMPANY NAME) to the Merchant and will be effective on the date of the notice or the later date specified on the notice.
(COMPANY NAME) shall deduct the Service Fees from the Settlement Amount due to the Merchant or from any accounts that the Merchant maintains with (COMPANY NAME), in accordance with the Service Fees payment due date specified in the Merchant Application Form or Letter of Acceptance.
If the Settlement Amount is insufficient for (COMPANY NAME) to deduct the Service Fees, the Merchant shall, upon demand, remit the payment for the unpaid Service Fees to I- SERVE immediately.
There shall be no refund of any Service Fees paid by the Merchant if the Agreement is
(b) the Merchant, in the event a Customer disputes a Transaction.
For the avoidance of doubt, the Transaction shall at all times be between the Merchant and the Customer and in no event shall (COMPANY NAME) be a party in any resulting dispute over any aspect thereof, including, but not limited to, issues relating to merchantability, fitness for use, quality, quantity or delivery.
In the event of any fraudulent Transactions alleged by a Customer, (COMPANY NAME) shall not be under any obligation or responsibility to investigate any disputes on the Transactions between the Merchant and a Customer, whereby all disputes on the Transaction shall be resolved between the Merchant and the Customer.
The Customer may submit request for refund to the Merchant within sixty (60) days of the date of the disputed Transaction based on the following reasons:
Goods purchased were not provided or rendered due to the Merchant’s non- performance or insolvency;
Goods purchased were damaged or defective;
Goods purchased were not as described or as advertised by the Merchant;
Goods purchased were not genuine or were counterfeit or fake; and/or
the Customer’s bank account was erroneously debited multiple times for a single purchase or charged an incorrect amount by the Merchant.
Upon receiving a request for refund, the Merchant shall respond to all requests for refunds within seven (7) Business Days of receipt. The Merchant shall ensure that the refund claims are addressed within the seven (7) Business Days timeframe.
The Merchant may provide concrete evidence to contest the refund claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of Goods or other documentation to demonstrate the Merchant’s performance of its obligations.
(COMPANY NAME) will, to the extent that is necessary for the Merchant to fulfill the Merchant’s obligation under the Agreement, grant access to the applicable (COMPANY NAME) System for the purpose of the Agreement.
The Merchant shall comply with all guidelines issued and all directions given by (COMPANY NAME) from time to time in relation to access and use of (COMPANY NAME) System, including interface protocols and virus checking procedures.
Required equipment, software and services:
The Merchant shall obtain and maintain all equipment, software and services necessary to access and use (COMPANY NAME) System, as specified by (COMPANY NAME) from time to time.
If, for any reason, the Merchant is unable to access or use (COMPANY NAME) System, the Merchant shall use other means approved by (COMPANY NAME) to perform the relevant business process.
If (COMPANY NAME) issues a login identity and password to the Merchant for the use of or access to (COMPANY NAME) System, the Merchant shall be solely responsible to:
ensure that the login identity and password is only accessible by the Merchant’s authorised Personnel; and
notify (COMPANY NAME) immediately if the Merchant becomes aware that the login identity or password have become or may become known by unauthorised person.
(COMPANY NAME) may undertake scheduled or unscheduled maintenance of the (COMPANY NAME) System from time to time and (COMPANY NAME) will use reasonable endeavor to notify the Merchant of the same. (COMPANY NAME) shall not be liable for any losses incurred by the Merchant arising from (COMPANY NAME)’s performance of such maintenance.
(COMPANY NAME) may, at its absolute discretion, require the Merchant to cease accessing I- SERVE System immediately.
(COMPANY NAME) hereby grants to the Merchant, for the term of this Agreement, a personal non-
12.3 The Merchant hereby authorises and consents to (COMPANY NAME) making reference to, using and reproducing the Merchant’s name, trademarks, logos, signs, acronyms and other insignia in any material or medium for the advertisement, publicity and promotion of the Services provided that (COMPANY NAME) shall not thereby or otherwise derive any title, interest, claim, right or goodwill in the same.
All information disclosed or communicated by (COMPANY NAME) to Merchant or obtained by the Merchant from (COMPANY NAME) in connection with or in the course of its use of the Services, whether intended or by accident, shall be treated as Confidential Information unless the information:
is or becomes publicly available through no fault of the Merchant;
which the Merchant can prove was in its possession or known to it prior to its receipt from (COMPANY NAME);
is or was rightfully received by the Merchant from a third party without a duty of confidentiality being owed by the Merchant to the third party, except where the Merchant has knowledge that the third party has obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to I-
was independently developed by the Merchant without the use of the Confidential Information.
Notwithstanding anything in this Agreement stating to the contrary, the obligation of the Parties under Clause 13 shall remain in full force and shall survive the termination or expiry of this Agreement.
The Merchant acknowledges that the copyright, designs, trademarks and other Intellectual Property Rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, logos, widgets, documents and/or any materials provided by (COMPANY NAME) (“(COMPANY NAME)’s IPR”) are the sole and exclusive property of (COMPANY NAME) and/or its licensors.
(b) create or use derivative works from (COMPANY NAME)’s IPR.
If the Merchant uses any of (COMPANY NAME)’s intellectual property rights in breach of this Agreement, (COMPANY NAME) may immediately terminate or revoke such rights, in all or in part in its sole discretion without giving any prior notice and this shall not prejudice (COMPANY NAME)’s right to take any action against the Merchant for any damages suffered either directly or indirectly arising from the breach committed by the Merchant and/or its Personnel thereof.
The obligation with regards to the Intellectual Property herein shall continue notwithstanding the termination or expiry of this Agreement.
The Parties shall recognise that in the course of carrying out the covenants or obligations of this Agreement, a Party may have access to the Confidential Information belonging or pertaining to the customers, agents or employees (hereinafter referred to as “the Personal Data”) and in this respect, the Recipient Party hereby undertakes that:
it shall not, at any time, use or copy the Personal Data for any reason other than for the purposes of carrying out the covenants or obligations under this Agreement; and
it shall comply with all applicable laws pertaining to confidentiality and the privacy of Personal Data including the PDPA of Malaysia.
The Recipient Party agrees to fully indemnify and hold the Disclosing Party harmless from and against any claim, loss or expense that the Disclosing Party may suffer as a result of the failure on the part of the Recipient Party or its personnel to comply with the requirements as to confidentiality herein.
This indemnity shall survive the termination of the Agreement. For the avoidance of doubt, entities within the Disclosing Party group shall have the full benefit of and protection under this Clause through the Disclosing Party and the definition of Confidential Information including customer information shall cover the entities within the Disclosing Party group, where applicable. The obligations herein shall survive expiration or termination of this Agreement.
For the avoidance of doubt, in respect of Personal Data received from the Merchant, I-
the Merchant or any third parties relate to the Merchant in connection with the use of or access to the Service.
If at any event, (COMPANY NAME), its employees, agents or licensees are found liable to the Merchant, such liability is limited to the actual amount of direct damages, For the avoidance of doubt, (COMPANY NAME) shall not be liable for any indirect, incidental or consequential loss or damage of any kind, including damages for lost advantage, loss of data or loss of profit
(COMPANY NAME) shall not be held liable for any losses or liabilities suffered by the Merchant, arising directly or indirectly, incidental or antecedent pursuant to any transactions between the Merchant and its customers and/or arising from any whatsoever circumstances due to the performance of the terms in this Agreement.
The Merchant hereby indemnifies and shall keep (COMPANY NAME) indemnified in respect of its employees, and servants from and against any claims, suits, demands, losses, liabilities, expenses, costs or actions whatsoever arising under any laws of Malaysia to which I- SERVE, its employees, or servants may suffer due to, arising out of or in 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:
any act, neglect or default of the Merchant or its agents, employees, licensees or customers;
any event of fraud committed by the Merchant or its agents, employees or licensees; or
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
The Merchant shall indemnify (COMPANY NAME) for:
any fines being imposed by the Acquirers or Payment Networks as a result of any breach of this Agreement by the Merchant or the Merchant’s failure to comply with the Standards; and
Any compliance exercise (including but not limited to self-assessment questionnaire, onsite reviews by qualified security assessor, or network scans by approved scanning vendor and compliance status reports) as and when deemed necessary for the Merchant by (COMPANY NAME), the Acquirers or Payment Networks will be undertaken accordingly and paid fully by the Merchant.
The Merchant must ensure that:
a terminal or other device at the Merchant’s outlet does not display, replicate, or store any Payment Card-read data except Payment Card number (to be protected in accordance to PCI DSS requirements), expiration date, service code or Customer’s name;
before discarding any media containing Payment Card, Customer or Transaction data, including such data as Card Security Code and Payment Card number, the Merchant must:
render the data unreadable; by ensuring that it is irretrievably and permanently destroyed;
delete all such data from all its systems including its archival systems; and
undertake the necessary verification of such destruction and deletion;
access to Payment Card, Customer or the Transaction data stored in computers and terminals is limited and controlled by establishing data protection procedures that include, but are not limited to, a password system for computer remote terminal access, control over dial-up lines, and any other means of access.
In the event of any breach in security which results in unauthorised use of the confidential information maintained by the Merchant, the Merchant must disclose such event to (COMPANY NAME) immediately.
The Merchant shall:
ensure that all monies involved in any Transactions and in this Agreement shall come from a lawful source of activity and not unlawful activities as defined under
of the business of the beneficiary and that the monies, funds or collateral are from a lawful source of activity and not unlawful activity as defined under AMLA;
disclose and furnish to (COMPANY NAME) any information required or deemed necessary and to the satisfaction of (COMPANY NAME) within the period specified by (COMPANY NAME) in its request, whether or not for purposes of complying with the Standards; and
not use the payment made via Transactions for money laundering or violate any laws relating to money laundering as defined under AMLA.
In no event shall (COMPANY NAME) be liable for any direct, indirect, consequential or any losses whatsoever or howsoever arising or by reason of (COMPANY NAME)’s exercise of its duties under the laws for the time being in force, in particular but not limited to its statutory duties under AMLA.
This Agreement shall become effective upon the execution of (COMPANY NAME)’s Merchant Application Form by the Merchant and shall remain in force and effect until terminated in accordance with the terms of this Agreement.
Either Party to this Agreement may elect to terminate any or all of the Merchant’s MID or TID or this Agreement by giving one (1) month’s prior notice in writing to the other Party of its intention to do so without giving any reason.
Without prejudice to the rights contained in this Agreement, (COMPANY NAME) may, in its absolute discretion and without affecting the accrued rights and obligations of the Parties as at the date of suspension or termination (as the case may be), suspend or terminate any or all of the Merchant's MID or TID or the Agreement immediately by giving notice in writing to the Merchant on the occurrence of any of the following events:
in the event that suspension of the Agreement is necessitated by any directive or regulation from any Acquirers or Payment Networks or BNM or any authority having jurisdiction over the matters under the Agreement or due to any adverse findings by such authorities;
the Merchant has breached any of the terms and conditions of this Agreement;
the Merchant has breached this Agreement (other than by a breach in any material respect of any of the Merchant’s obligations under the Agreement) and, in I-
a judgment in any amount is obtained against the Merchant, or any distress, attachment, execution or other process of a Government Agency is issued against, levied or enforced on any of the Merchant’s asset;
a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the Merchant’s assets or undertakings, an application or order is made for the Merchant’s winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for the Merchant’s winding up or dissolution, except for the purpose of an amalgamation or reconstruction which has (COMPANY NAME)’s prior consent;
the Merchant suspend payment of the Merchant’s debts generally, or is or becomes unable to pay its debts when they are due, or is or becomes unable to pay the Merchant’s debts;
the Merchant enters into, or resolves to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, the Merchant’s creditors or any class of them;
the Merchant is convicted of a criminal offence;
the Merchant is fraudulent in connection with the Agreement;
the Merchant becomes a Subsidiary of another corporation other than with the prior written approval of (COMPANY NAME);
there have been material misrepresentations by or concerning the Merchant or any of the information provided by the Merchant in the Merchant Application Form or otherwise to (COMPANY NAME) is or becomes incorrect, or false or misleading in a material respect;
the Merchant’s details and other information disclosed in the Merchant Application Form materially changes, including, but not limited to, a change to the nature and type of business conducted by the Merchant;
the Merchant, in the reasonable opinion of (COMPANY NAME), brought (COMPANY NAME) into disrepute;
the Merchant or the Merchant’s employees or agents have acted fraudulently or have otherwise misused the Services provided by (COMPANY NAME);
the Merchant must immediately submit all pending transactions to be performed under the Service to (COMPANY NAME) for processing purpose;
the Merchant shall immediately cease use of the confidential information and return to (COMPANY NAME) all such confidential information in the Merchant’s possession or control;
the Merchant agrees and undertakes to return to (COMPANY NAME) immediately all materials, books, records or otherwise pertaining to the provision of the Services, and shall not thereafter use the (COMPANY NAME) Brand and Marks or any part or derivatives thereof; and
the Merchant agrees and undertakes to permit (COMPANY NAME), and (COMPANY NAME) shall have the right of access to the Merchant’s premises to disconnect, retrieve and remove any equipment relating to the provision of the Services which is not owned by the Merchant and any material bearing the (COMPANY NAME) Brand and Marks or derivatives thereof and at the request of (COMPANY NAME), the Merchant will at its own expense assist (COMPANY NAME) in this respect.
19.5 In the event that (COMPANY NAME) terminates this Agreement in accordance with the terms hereof, the Merchant acknowledges and agrees that no reason whatsoever needs to be communicated to the Merchant for such termination and (COMPANY NAME) shall not be liable in any way for any loss or damage incurred or suffered by any Party due to such termination.
All taxes and other charges imposed or to be imposed by the governments or such competent authorities in respect of the provision of Services or in connection with this Agreement shall be borne by the Merchant and the Merchant shall reimburse and indemnify (COMPANY NAME) for the payment of the same in respect of the provision of Services or in connection with this Agreement.
If as a result of the introduction of new laws, by-laws or regulations or the amendment of the existing laws, by-laws rules or regulations including, but not limited to, Sales and Service Tax (“SST”) which may be levied by the Government of Malaysia, the Parties hereto shall comply with the new laws and pay the tax imposed at such rate as may be determined by the Government of Malaysia.
Each Party must pay its own costs and expenses in respect of the negotiation, preparation, execution and delivery of the Agreement. The stamp duty of the Agreement shall be borne by the Merchant.
Any action to be taken by the Merchant in performing the Merchant’s obligations under the Agreement must be taken at the Merchant’s own cost and expense, unless otherwise expressly provided in the Agreement.
The Merchant acknowledge and agree that the Merchant’s appointment under the Agreement is non-exclusive and that (COMPANY NAME) may appoint other persons to conduct and may itself conduct the activities under the Agreement.
Nothing contained in this Agreement shall constitute or to be deemed to constitute a partnership between the Parties and one of the Parties shall have any authority to bind or commit the other save as authorised by this Agreement.
Any provision of, or the application of any provision of, the Agreement or any right which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
Any provision of, or the application of any provision of, the Agreement, which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
Where any clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the Agreement.
(COMPANY NAME), Acquirers and Payment Networks shall have the right and the Merchant grants
In cases of audits initiated by any Government Agencies or entities having authority over (COMPANY NAME) (e.g. BNM and the Payment Networks), the Merchant must grant (COMPANY NAME) and such Government Agencies and their respective Personnel (including internal and external auditors and advisors) full and timely access to relevant accounts, documents, system logs and records in order to allow (COMPANY NAME) to meet the deadlines set by such authorities or entities.
For the purposes of complying with the terms of the Agreement, the Merchant must promptly and efficiently provide (COMPANY NAME), the Acquirers and Payment Networks and their respective Personnel (including (COMPANY NAME)’s internal and external auditors and advisors), any assistance which are reasonably required and shall also assist (COMPANY NAME) to meet (COMPANY NAME)’s internal and external audit and compliance requirements which may be more stringent than the regulatory requirements. The internal and external auditors shall have the right to copy and retain copies of any relevant records solely for the purposes of conducting the audit.
(COMPANY NAME) may disclose the results of any audit and investigation (including any remedial action) undertaken under this Clause 26.
The Merchant shall be responsible for all costs incurred in relation to any audit and investigation (including any remedial action) undertaken under this Clause 26.
If the audit establishes any deficiencies, the Merchant shall:
promptly take any remedial action as required by (COMPANY NAME), the Acquirers or Payment Networks to rectify any particular problems or weaknesses arising out of the findings of the audit; and
provide to (COMPANY NAME), the Acquirers or Payment Networks all documentation related to resolution of such deficiencies and the corrective actions implemented to prevent reoccurrence of the deficiencies.
If any of the Acquirers or Payment Networks requests an audit to be conducted under this Clause 26, the Merchant shall notify (COMPANY NAME) in writing and provide (COMPANY NAME) copies of any audit reports or findings including those relating to any remedial action undertaken by the Merchant which are furnished to the Acquirer or Payment Network.
A notice or other communication including, but not limited to, a request, demand,
A notice shall be deemed to have been given, served or delivered by the sender and received by the addressee:
if by personal delivery, at the time of delivery;
if sent by registered post, courier, within five (5) Business Days of dispatch or posting;
if by mail, three (3) Business Days after posting; or
if by e-mail, on the day of sending the e-mail, but if the e-mail is sent on a day which is not a Business Day or is after 4.00pm (addressee’s time), it is regarded as sent at 9.00 am on the following Business Day.
(COMPANY NAME) may also send the notice to Merchant via (COMPANY NAME) System or any like or replacement system and it is the Merchant’s responsibility to check (COMPANY NAME) System regularly for any notices or communications from (COMPANY NAME). If notices are posted by I- SERVE on (COMPANY NAME) System, they are regarded as being given by (COMPANY NAME) and received by the Merchant at 9.00am on the Business Day following the day such notices are posted on (COMPANY NAME) System.
In this Clause 27, a reference to an addressee includes a reference to an addressee’s Personnel.
Any waiver of any rights under this Agreement shall not be valid unless in writing and signed by a duly authorised representative of each Party.
Waiver by either Party of any breach of the terms and conditions of this Agreement to be performed by the other Party shall not be construed as waiver of any breach of the
Neither Parties shall be liable for any cost or otherwise, for any delay and/or failure in the execution of their respective obligations hereunder if such cost, delay or failure is due to Force Majeure, which for the purpose of this Agreement shall mean any unforeseeable event or cause not within the control of the Party affected which that Party is unable to prevent, avoid or remove.
The events falling within Force Majeure include but are not limited to:
war (whether declared or not), hostilities, invasion, armed conflict act of foreign enemy, riot, insurrection, strike, revolution or usurped power; or
acts of terrorism, sabotage or criminal damage; or
nuclear explosion, radioactive or chemical contamination or ionizing radiation; or
natural catastrophes including but not limited to earthquake, floods and exceptionally inclement weather and subterranean spontaneous combustion; or
pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; or
epidemic, pandemic or quarantine.
If either Party is prevented or delayed in the performance of any obligation under this Agreement by events or Force Majeure, the affected Party shall give written notice thereof to the other Party within seven (7) days of the happening of such event, specifying the details constituting Force Majeure and the anticipated period during which such prevention, interruption or delay may continue.
Where possible the parties shall diligently mitigate or remove the effects of Force Majeure. Either Party upon receipt of the notice of Force Majeure shall confer promptly with the other and agree upon a course of action to remove or alleviate such effect and shall seek reasonable methods of resuming full performance of its obligation and achieving the objective under this Agreement.
This Agreement may be modified, added to, deleted, varied or amended by (COMPANY NAME) from time to time by giving twenty-one (21) days’ notice to the Merchant.
This Agreement and its Schedules constitute the entire agreement between (COMPANY NAME) and the Merchant, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, regarding the subject matter of this Agreement. The terms and conditions of this Agreement may not be changed and if there is any conflict between the terms contained in this Agreement and the prior agreement, the terms contained herein shall prevail.
In the event of any inconsistency between any provision of this Agreement and the Standards, the Standards will govern.
(COMPANY NAME) may assign the Agreement or its rights and novate its obligations under the Agreement:
to a related corporation as defined in the Companies Act 2016;
to a third person as part of a restructure of (COMPANY NAME)’s business; or
to its financiers as security for any credit facilities granted to (COMPANY NAME).
(COMPANY NAME) will notify the Merchant if it makes such an assignment or novation. The Merchant shall do all that is reasonably necessary as requested by (COMPANY NAME) to effect any such novation (or assignment).
The Merchant shall not assign any of the Merchant’s rights or obligations under the Agreement without (COMPANY NAME)’s prior written consent.
This Agreement shall be binding upon the respective successors in title and permitted assigns of the Parties.
Time is of the essence of this Agreement.
The payment of Settlement Amount shall be made via:
telegraphic transfer to a deposit account specified by the Merchant maintained with any bank licensed by BNM in Malaysia; or
any other payment methods as (COMPANY NAME) deems fit.
The payment timeline of Settlement Amount may be amended by (COMPANY NAME) from time to time and such amendments will be notified to the Merchant before the effective date of such amendments which shall be on the date of the notice or the later date specified in the notice.
If the Merchant disputes the Settlement Amount in whole or in part, the Merchant shall inform (COMPANY NAME) within three (3) Business Days from the date of the Merchant’s receipt of the Settlement Amount. If the Merchant fails to notify (COMPANY NAME) within the specified period, the Settlement Amount shall be deemed final and conclusive. The Merchant may notify (COMPANY NAME) via its call centre or written notice.
Upon (COMPANY NAME)’s receipt of the Merchant’s notice under Item 3.1 of Schedule 1 above, (COMPANY NAME) shall acknowledge receipt of the dispute within two (2) Business Days or such period where (COMPANY NAME) could reasonably do so from the date of receipt of such dispute.
The Parties shall use their best endeavors to resolve the dispute within fourteen (14) Business Days from the date of (COMPANY NAME)’s receipt of the notice of dispute.
(COMPANY NAME) shall inform Merchant if a longer time is required to address the dispute by providing appropriate rationale.
Once the dispute is resolved, (COMPANY NAME) shall:
remit the outstanding Settlement Amount due (if any) to the Merchant within two
(2) Business Days from the date of the settlement of dispute; or
issue a credit note to the Merchant if the Settlement Amount paid is in excess of
taxes shall be borne by the Merchant. The Merchant Discount shall be calculated based on the Merchant Discount rate specified in the Letter of Acceptance (“MDR”).
4.2 The MDR may be amended by (COMPANY NAME) from time to time and such amendments will be notified to the Merchant before the effective date of such amendments which shall be on the date of the notice or the later date specified in the notice.
The Merchant shall claim the Settlement Amount from (COMPANY NAME) by way of Settlement Processing within three (3) Business Days from the date of the Transaction.
All payments by (COMPANY NAME) in respect of the Transactions shall be made in RM.
(COMPANY NAME) will notify the Merchant from time to time which foreign currencies are approved for the Transactions.
If the Transaction is recorded in an approved foreign currency, then, unless (COMPANY NAME) agree otherwise, (COMPANY NAME) will process in RM (using an exchange rate determined by I- SERVE at its absolute discretion) any event relating to that Transaction (such as paying for the original Transaction, making a Chargeback or a refund in respect of that Transaction).
Charges to any exchange rate determined by (COMPANY NAME) may be effected at any time without notice to the Merchant.
(COMPANY NAME) may at its absolute discretion, decline to pay the Merchant the Settlement Amount for any Transaction completed, if any of the following events occur:
if the Goods are returned, whether or not any refund form is received by (COMPANY NAME);
if the Transaction is completed without obtaining an Approval Code;
if the Transaction is found to be a Split Sale;
for Transaction where the Approval Code does not correspond with (COMPANY NAME)’s record of the relevant Approval Code issued or fails to correspond with the valid Approval Code obtained through any Acquirers or Payment Networks’ records;
the copy of Sales Slip presented by the Merchant to (COMPANY NAME) differs from Customer’s Sales Slip copy;
the Customer disputes the sales, quality or delivery of Goods purchased via the Transaction or denies liability for any reason whatsoever;
the Customer’s signature on the Sales Slip or MOTO form is missing or differs from the signature appearing on the Customer’s Payment Card;
for Transaction with signature where there is no signature appearing on the Customer’s Payment Card;
the Payment Card has expired or is invalid for any reason whatsoever;
the Transaction involved is a cash payment, disbursement or refund;
the Transaction was drawn by, or depository credit given to the Merchant in circumstances constituting a breach of any terms, conditions, representations, warranties or of the Merchant’s obligation;
the Sales Slip does not bear an imprint of the embossed legends of the Payment Card but is handwritten;
where the Customer has refused the payment or where an authorised electronic printer is present, the Transaction information is not electronically printed but handwritten;
sales of Goods or the use of a Payment Card is in violation of law, the Standards, rules or regulations of any Government Agency, local or otherwise even if I- SERVE is aware of any discrepancy at the time when payment was made;
the Transaction Charges presented to (COMPANY NAME) for payment exceeds the amount of the same Transaction that is authorised by (COMPANY NAME);
the frequency of presenting the MOTO form for the Merchant’s payment exceeds the number of instalments specified in the MOTO form;
the Settlement Processing of Transaction is made more than three (3) Business Days from the date of Transaction;
at its sole discretion, evidencing the Transactions and for a period of up to six (6) months from the date of Transaction:
any irregularities in any Transaction;
if (COMPANY NAME) has reasons to believe that the Transaction is fraudulent or illegal; or
for any Transaction listed in Item 8.1 of Schedule 1 above.
Despite Item 8.2 of Schedule 1 above:
(COMPANY NAME) may continue to withhold the Settlement Amount if:
there are on-going investigations conducted by law enforcement agencies or any Government Agencies;
(COMPANY NAME)’s investigation reveals that the Transaction is fraudulent or illegal and (COMPANY NAME) has reported the Transaction to the relevant law enforcement agency or Government Agencies for its further action; or
required by the Acquirer or Payment Network to facilitate the refund of the Transaction Charges for any Chargeback which is initiated by the Payment Card, E-Wallet and/or FPX issuer; and
if in (COMPANY NAME)’s opinion the Transactions are not valid, no payment shall be made by (COMPANY NAME).
(COMPANY NAME) shall process the Chargeback which complies with the Standards and the Agreement.
The Merchant shall reimburse (COMPANY NAME) for any payment made to the Merchant for any Chargeback Claim arising out of any breach or violation by the Merchant of the terms and conditions of this Agreement.
The clause in Item 9.2 of Schedule 1 above shall survive the termination of the Agreement.
Subject to Item 9.3 of Schedule 1 above, (COMPANY NAME) may withhold amounts payable to the Merchant for Chargeback reserves or similar purposes.
9.7 The Merchant shall indemnify (COMPANY NAME) for any fines being imposed by the Acquirers or Payment Networks on any excessive chargeback as a result of the Merchant’s failure in the Merchant’s processes.
(SPECIFIC TERMS APPLICABLE TO TRANSACTIONS)
The Merchant must not:
in any way indicate a greater preference for any method of accepting payment for the Goods other than a Payment Card, E-Wallet and/or FPX; or
solicit or promote any such method more actively than a Payment Card, E-Wallet and/or FPX.
(COMPANY NAME) may designate a Floor Limit by way of a written notice for every Transaction conducted by the Merchant. In the absence of any such notice, the Floor Limit shall be zero.
The Floor Limit may be varied by (COMPANY NAME) from time to time by way of notice to the Merchant.
The Merchant must ensure that:
the Transaction Charges for any Transaction by any Customer shall not exceed the Floor Limit; and
the Merchant does not perform any Split Sales for any Payment Card Transaction performed by a Customer to circumvent the Floor Limit.
If a Customer wishes to make a Transaction for which the Transaction Charges exceed the Floor Limit, the Merchant must:
obtain (COMPANY NAME)’s prior written approval manually or electronically before accepting the Transaction; and
print legibly the Approval Code evidencing on the Sales Slip before completing the Transaction.
the Payment Card is presented with its validity period as expressed on the face of the Payment Card;
there is no apparent alteration or mutilation on the Payment Card;
the Payment Card bears genuine programme marks or any security or distinctive features; and
the signature on the Sales Slip, if applicable, appears to be the same as that on the signature panel of the Payment Card upon reasonable examination.
The Merchant must obtain an Approval Code from (COMPANY NAME) for each Transaction processed via POS Terminal.
Upon receipt of Approval Code, the Merchant must check to ensure that the Sales Slip, which shall be printed through the electronic printer, is printed with the following particulars:
the Merchant’s name, address and MID;
POS Terminal identification number;
Customer’s card number;
date and time of Transaction;
Transaction Charges; and
To complete the Transaction, the Merchant must:
obtain the signature of the Customer on the designated place of the Sales Slip;
The Merchant must ensure that the Customer key-in the PIN via PIN Pad to authorise the completion of a Transaction.
The Merchant must request the Customer to place the Payment Card in front of the reader and wait for the transaction authorisation.
No signature or PIN is required for transaction amount up to RM250.00 (or any other amount as defined by any Payment Networks, BNM or any Government Agency or relevant authority having jurisdiction over the matters).
The Merchant must either:
scan the QR code via Customer’s mobile device with the correct Transaction Charges processed for approval; or
allow Customer to scan its QR code via the Customer’s mobile device with the correct Transaction Charges processed for approval.
The Merchant shall ensure each Transaction that is sent to FPX for processing has a unique payment reference number.
If the Transaction request for any Approval Code is declined or refused, the Merchant must not complete the Transaction or attempt to split into two or more Sales Slip to effect the same Transaction, or accept the same Payment Card for any other transactions.
The Merchant must not complete the Transaction if the Payment Card presented:
has been altered, defaced or reprinted in any manner (for transaction where the physical Payment Card is presented);
does not bear the signature of the Customer (for transaction where signature is required); or
If a Customer returns the Goods purchased, and the Merchant accepts the return of such Goods or if for any reason a Customer is entitled to have the Transaction Charges reduced or refunded, then the Merchant must either:
legibly complete a refund form bearing the following details and submit the completed refund form to (COMPANY NAME):
the nature of the Transaction;
the Transaction Charges in RM;
the date the Merchant process the refund of Transaction Charges; or
perform the refund transaction via Settlement Processing.
The Merchant must promptly present each refund form completed pursuant to Item 4.1 of Schedule 2 above to (COMPANY NAME).
Upon receipt of the refund form or refund Transaction via Settlement Processing, the Merchant must reimburse (COMPANY NAME) of the Transaction amount notified.
The Merchant must not perform any refund directly to a Customer in any manner for Payment Card Transaction.
The Merchant must not provide refunds to Customer for Transaction for Goods where at the time the Transaction took place, sufficient disclosure was provided to the Customer that:
the Goods are non-refundable or cannot be exchanged;
the Merchant only accepts Goods in immediate exchange for similar Goods with the price equivalent to the original Transaction Charges;
the Merchant accepts return of Goods, and in return the Merchant will provide a credit voucher to the Customer for the value of the Goods returned. Such credit voucher may be used by the Customer for purchases at the Merchant; or
subject to applicable laws and as agreed by the Customer, the Transaction Charges cannot be refunded, for example for Transactions involving delivery charges or insurance charges.
5.3 If the Merchant fail to produce legible and complete copy of the Sales Slips within seven
(7) days upon (COMPANY NAME)’s request, (COMPANY NAME) reserves the right to be reimbursed for the affected Transaction amount by deducting from subsequent Transactions submitted to (COMPANY NAME) for payment.
(COMPANY NAME) may at its sole discretion, assist the Merchant in a direct mailing promotion in the following manner:
identify Customers according to the Merchant’s requirement;
print labels bearing the name and address of a selected Customer in respect of each item of promotional material supplied by the Merchant; and
manage the posting of the promotional material available to selected Customer or if there is insufficient promotional material.
If at any time (COMPANY NAME), disapprove or disagree, for any reason whatsoever, any aspects of the Merchant’s proposed direct mailing promotion, (COMPANY NAME) shall be entitled to withdraw its assistance without incurring any liability to the Merchant.
If (COMPANY NAME) agrees to assist the Merchant in any direct mailing promotion, the Merchant shall supply to (COMPANY NAME), the relevant promotional material in the form agreed by the Parties. These promotional materials must be ready for posting by mail (except for the recipients’ address and postal stamp).
(COMPANY NAME)’s fee or the method of calculating (COMPANY NAME)’s (including reimbursement for all expenses incurred by (COMPANY NAME), including all postal charges) for assisting in any direct mailing promotion shall be agreed with the Merchant in advance.
(COMPANY NAME) shall not be liable in any way for the promotional materials provided by the Merchant, and the Merchant must indemnify (COMPANY NAME) in respect of any claim arising out of the promotional materials supplied by the Merchant.
(COMPANY NAME) shall not be responsible to Customers in any way for any Goods sold by the Merchant.
The Merchant must in good faith, satisfy any claims or complaints made by Customers
(SPECIFIC TERMS APPLICABLE TO SPECIFIC MERCHANT SERVICES)
(COMPANY NAME) may provide POS Terminals to the Merchant to be installed at the Merchant’s outlets.
If (COMPANY NAME) install POS Terminal at the Merchant’s outlets, the POS Terminal fee shall be paid by the Merchant to (COMPANY NAME).
The Merchant may use one (1) or more POS Terminals. However, the Merchant must not use the POS Terminal for any third parties.
The Merchant must use the POS Terminal with care and in accordance with the relevant equipment user guide.
(COMPANY NAME) or (COMPANY NAME)’s appointed terminal vendor or any third party may provide training for the Merchant’s Personnel who will operate the POS Terminal and shall at their discretion provide POS Terminal instruction manual and specifications as (COMPANY NAME) may deem necessary for its efficient operation.
The POS Terminal training will include all aspects of the Payment Card, E-Wallet and/or FPX acceptance procedure, reconciliation, Settlement Processing and operation of the POS Terminal.
The cost for all subsequent POS Terminal trainings provided based on the Merchant’s request shall be determined by (COMPANY NAME) and borne by the Merchant.
The Merchant must:
without limiting any other provisions in the Agreement, allow (COMPANY NAME) or its authorised agents or sub-contractors to access the Merchant’s premises to install, repair, service, swap or retrieve the POS Terminal; and
process all Transactions through the POS Terminal in accordance with the Standards and operating instructions supplied by (COMPANY NAME) from time to time.
(COMPANY NAME) may replace or request the POS Terminal to be returned at any time for any reason as (COMPANY NAME) deems fit.
and/or FPX accounts and Transactions in a secure manner subject to the confidentiality, privacy and data security and protection clause in the Agreement to prevent access by or disclosure to anyone other than the Merchant’s Personnel or (COMPANY NAME).
If information or transaction data stored in any part of the Merchant’s system is lost, damaged, stolen, tampered with or otherwise compromised, the Merchant must report and give written notice of such loss, damage, theft or compromise to (COMPANY NAME) immediately. Upon (COMPANY NAME)’s receipt of the Merchant’s notice, the Merchant shall, in consultation with (COMPANY NAME), take immediate steps to remedy the situation and prevent its recurrence.
If the Merchant upgrade or change the version or type of its software or hardware or any other part of its system, the Merchant must inform (COMPANY NAME) of such change prior to its implementation and conduct testing with (COMPANY NAME)’s system soonest possible. I- SERVE shall not be liable for any loss or damage suffered by any party or for any incompatibility between the Merchant’s system and (COMPANY NAME)’s system due to such changes made by the Merchant.
(COMPANY NAME) shall not be liable in any way, for any claims, liabilities, expenses, costs, loss or damage of whatever nature brought against, suffered or incurred by or caused to any party whosoever due to or arising out of or in connection with the Agreement or any breach or compromise of the security or integrity, or malfunction, of any encryption and identification software, any electronic code keys, any equipment provided to any party or the Merchant’s system.
The Merchant must promptly inform (COMPANY NAME) of any security breach, suspected fraudulent card account numbers or any suspicious activities that may be connected with attempts to commit a security breach or to use fraudulent card account numbers the Merchant’s security system or at the Merchant’s website.
The Merchant must ensure the Merchant’s website and its content comply with all applicable law and do not infringe any third party’s intellectual property rights.
The Merchant must honour all valid Payment Cards when presented for the purchase of Goods via the Recurring Payment service if:
the Transaction is made prior to the Payment Card’s expiration date; and
The Merchant must:
submit to (COMPANY NAME) replacement list of Recurring Payment Transactions if the initial list submitted is faulty, corrupted, missing or unreadable; and
be responsible for any unauthorised entries, errors or omissions in the list and to indemnify (COMPANY NAME) against all actions, proceedings, claims, demands and losses whatsoever arising from (COMPANY NAME) reliance on the list.
Upon receipt of the list of Recurring Payment Transactions from the, (COMPANY NAME) will debit the Customer’s Payment Card account for the amount as specified in the list.
If (COMPANY NAME) is unable to debit the Customer’s Payment Card account for any reason whatsoever:
(COMPANY NAME) shall notify the Merchant;
the Merchant must notify the Customer of the unsuccessful debit; and
the Merchant must resolve the payment issue directly with the Customer.
The Merchant who participates in the MOTO Programme shall deliver the Goods as set out in this MOTO Programme to Customers subject to the terms and conditions of this Item 4 of Schedule 3 and to terms and conditions of the Agreement which shall apply unless otherwise provided for in this clause.
The Merchant must honour all valid Payment Cards when presented for the purchase of Goods via the MOTO Programme provided always that:
the Transaction made is prior to the Payment Card expiration date and the Merchant has received the Approval Code from (COMPANY NAME) for the Transaction; and
the Merchant has obtained the proper authorisation via the MOTO form from the Customer for the MOTO.
The MOTO form shall contain the following information:
type of Payment Card;
Customer’s full name or Customer’s name on the Payment Card;
Payment Card number;
Payment Card expiry date;
Transaction Charges in RM;
The Merchant’s name and address;
brief description of the Goods supplied;
Customer’s postal address and telephone number;
method of delivery of the Goods; and
Pursuant to Item 4.3 of Schedule 3 above, any MOTO forms that are incomplete or have been altered shall be invalid and may not be accepted by (COMPANY NAME).
The cost of producing all MOTO forms or other marketing material and of altering the same in relation to any mailing programmes shall be borne by the Merchant.
The Merchant shall process the MOTO (if applicable) in the following manner:
the Merchant must complete and submit the MOTO form for every valid MOTO received to (COMPANY NAME);
(COMPANY NAME) shall obtain the Approval Codes for the respective Transactions and return the MOTO form to the Merchant for fulfillment. The Merchant must fulfill the orders placed via the MOTO form;
where Customer has opted to pay by installments, the Merchant must complete and submit to (COMPANY NAME) the authorisation/payment form in respect of every installment that is due; and
(COMPANY NAME) shall obtain the Approval Codes for the respective installments and return the authorisation/payment form to the Merchant. The Merchant must complete and submit to (COMPANY NAME) for payment within three (3) days on receipt of the MOTO form.
The Merchant must provide a fourteen (14) day trial period during which time the Customer may reject any Goods ordered through the MOTO Programme where full refund of the Transaction Charges must be provided to the Customer.
The Easy Payment Plan is only valid for payment made via a specific Payment Card as informed by (COMPANY NAME) from time to time.
(COMPANY NAME) shall prescribe the minimum purchase amount to be entitled for the Easy Payment Plan and the Installments.
(COMPANY NAME) may withhold payment of any amount that are not within the stipulated Installments as specified in Item 5.2 of Schedule 3 above until (COMPANY NAME) has examined the supporting document and verified with the Customer concerned. If in (COMPANY NAME)’s opinion, the Transaction is invalid, (COMPANY NAME) shall make no payment for such Transaction.
(COMPANY NAME) may at its absolute discretion and without any liability, with or without giving prior notice to the Merchant, restrict, limit or increase the Installments.
The Merchant must disclose in writing, electronically or by another method to the Customer the terms of the Easy Payment Plan, including all cost associated with the purchase of the Goods.
The Merchant shall resolve all disputes or differences on the quality or quantity of the Goods with the Customers who opt for the Easy Payment Plan directly. (COMPANY NAME) shall not be concerned with or held liable for any inadequate, defective or damaged Goods or other disputes between the Customer and the Merchant.
The Merchant must only use the Static QR Code to perform the Transaction for the Merchant’s own sales and not share or duplicate the Static QR Code for use by any other third party.
If the Merchant believes that the Static QR Code has been tampered with or damaged, the Merchant must immediately notify (COMPANY NAME) for replacement.
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(ADC EVENT FOR PAYMENT CARD)
The Merchant whose system or environment was compromised or vulnerable to compromise (at the time that the ADC Event or potential ADC Event occurred) is fully responsible for resolving all outstanding issues and liabilities to the satisfaction of I- SERVE, the Acquirers or Payment Networks.
The Merchant is deemed to be aware of an ADC Event or potential ADC Event under circumstances that include, but not limited to, any of the following:
When The Merchant:
first knew or, in the exercise of reasonable security practices should have known of an ADC event or a potential ADC event;
is informed, through any source, of the installation or existence of any malware in any of the Merchant’s systems or environments, no matter where such malware is located or how it was introduced;
receives notification from (COMPANY NAME), the Acquirers or Payment Networks, or any other source that the Merchant has experienced an ADC event or a potential ADC event; or
discovers or, in the exercise of reasonable diligence, should have discovered a security breach or unauthorised penetration of the Merchant’s own system or environment.
The Merchant must notify (COMPANY NAME), the Acquirers or Payment Networks immediately when the Merchant becomes aware of an ADC Event or potential ADC Event in or affecting any of the Merchant’s system or environment.
In the event the Merchant becomes aware of an ADC Event or potential ADC Event in any of the Merchant’s systems or environments, the Merchant must, unless otherwise directed by (COMPANY NAME), the Acquirers or Payment Networks, take the following actions:
In connection with the independent forensic investigation and preparation of the final forensic report, the Merchant must not engage in or enter into any conduct, agreement, or understanding that would impair the completeness, accuracy, or objectivity of any aspect of the forensic investigation or final forensic report.
The Merchant must not engage in any conduct that could or would influence, or undermine the independence of, the PFI or undermine the reliability or integrity of the forensic investigation or final forensic report. By way of example, and not limitation, the Merchant must not take any action or fail to take any action that would have the effect of:
precluding, prohibiting, or inhibiting the PFI from communicating directly with I- SERVE, the Acquirers or Payment Networks;
substantively edit or otherwise alter the forensic report; or
directing the PFI to withhold information from (COMPANY NAME), the Acquirers or Payment Networks.
Notwithstanding Item 4 of Schedule 4 above, (COMPANY NAME), the Acquirers or Payment Networks may engage a PFI on behalf of the Merchant in order to expedite the investigation. The Merchant on whose behalf the PFI is so engaged will be responsible for all costs associated with the investigation.
From the time that the Merchant becomes aware of an ADC Event or potential ADC Event until the investigation is concluded to the satisfaction of (COMPANY NAME), the Acquirers or Payment Networks, the Merchant must:
provide weekly written status reports containing current, accurate, and updated information concerning the ADC Event or potential ADC Event, the steps being taken to investigate and remediate same, and such other information as (COMPANY NAME), the Acquirers or Payment Networks may request.
preserve all files, data, and other information pertinent to the ADC Event or potential ADC Event, and refrain from taking any actions (e.g., rebooting) that could result in the alteration or loss of any such files, forensic data sources, including firewall and event log files, or other information.
respond fully and promptly, in the manner prescribed by (COMPANY NAME), the Acquirers or Payment Networks, to any questions or other requests (including follow-up requests) from (COMPANY NAME), the Acquirers or Payment Networks with regard to the ADC Event or potential ADC Event and the steps being taken to investigate and remediate same.
authorise and require the PFI to respond fully, directly, and promptly to any written or oral questions or other requests from (COMPANY NAME), the Acquirer or Payment Networks, and to so respond in the manner prescribed by (COMPANY NAME), the Acquirer or Payment Networks, with regard to the ADC Event or potential ADC Event, including the steps being taken to investigate and remediate same.
consent to, and cooperate with, any effort by (COMPANY NAME), the Acquirers or Payment Networks to engage and direct a PFI to perform an investigation and prepare a forensic report concerning the ADC Event or potential ADC Event, in the event that the Merchant fails to satisfy any of the foregoing responsibilities.
ensure that the compromised entity develops a remediation action plan, including implementation and milestone dates related to findings, corrective measures, and recommendations identified by the PFI and set forth in the final forensic report.
monitor and validate that the compromised entity has fully implemented the remediation action plan, recommendations, and corrective measures.
The Merchant must ensure that the PFI retains and safeguards all draft forensic report(s) pertaining to the ADC Event or potential ADC Event and, upon request of (COMPANY NAME), the Acquirers or Payment Networks, immediately provides to (COMPANY NAME), the Acquirers or Payment Networks any such draft.
The final forensic report must include the following, unless otherwise directed in writing by (COMPANY NAME), the Acquirers or Payment Networks:
a statement of the scope of the forensic investigation, including sources of evidence and information used by the PFI;
a network diagram, including all systems and network components within the scope of the forensic investigation. As part of this analysis, all system hardware and software versions, including POS applications and versions of applications, and hardware used by the compromised entity within the past twelve (12) months, must be identified;
a Payment Card Transaction flow depicting all Points of Interaction (POIs) associated with the transmission, processing, and storage of Payment Card data and network diagrams;
a written analysis explaining the method(s) used to breach the subject entity’s network or environment as well as method(s) used to access and exfiltrate Payment Card data;
a written analysis explaining how the security breach was contained and the steps (and relevant dates of the steps) taken to ensure that Payment Card data are no longer at risk of compromise;
an explanation of investigative methodology as well as identification of forensic data sources used to determine final report findings;
a determination and characterisation of Payment Card data at-risk of compromise, including the number of Payment Cards and at-risk data elements;
the location and number of Payment Cards where restricted Payment Card data, whether encrypted or unencrypted, was or may have been stored by the entity that was the subject of the forensic investigation. This includes restricted Payment Card data that was or may have been stored in unallocated disk space, backup media, and malicious software output files.
Direct Marketing - Travel-Related Arrangement Services
Direct Marketing - Outbound Telemarketing Merchants
Direct Marketing - Continuity / Subscription Merchants
Direct Marketing - Other Direct Marketers - not elsewhere classified
Direct Marketing - Inbound Telemarketing Merchants
Multi-level marketing businesses, Unlicensed Multi-level marketing
Rebate-based business and up-selling merchants
Pyramid or Ponzi scheme, matrix program and other "get rich quick" schemes
Buyers’ Club / Membership clubs
Key-entry Telecom Merchant providing single local and long-distance phone calls using a central access number in a non–face-to-face environment using key entry
Telecommunication Services including but not limited to prepaid phone services and recurring phone services
File sharing services
Illegal downloads of movies, music, computer and video games or software
Items or downloads infringe or violate copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction
Counterfeit designer/luxury goods
Stolen goods including digital and virtual goods
Drugs, Drug Proprietors, and Druggists Sundries
Drug Stores, Pharmacies
Drugs, drug paraphernalia and drug test circumvention aids
Internet pharmacies / Internet pharmacy referral site
Counterfeit pharmaceutical products
Cigar Stores and Stands
Tobacco / Cigar / Electronic Cigarette / Nicotine content products
Counterfeit tobacco products (e.g. cigarettes, cigars)
Video Entertainment Rental Stores
Gambling transaction, gaming and/or any other activity with an entry fee and a prize, includes casino games, sports betting, horse, dog or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery), sweepstakes and non-sports intrastate internet
Credit Counseling / Credit repair services
Credit repair or debt settlement services, credit transactions or insurance activities
Credit protection / Identity thief protection
Associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card
Associated with the sale of traveler's checks or money orders
Check cashing businesses
Currency and forex
Firearms / weapons
Fireworks and hazardous materials
Pornography and adult content
Sexually oriented materials or services
Items that are considered obscene
Human remains and body parts
Sale of a good or service, including an image, which is patently offensive and lacks serious artistic value (such as images of non-consensual sexual behavior, sexual exploitation of a minor, non-consensual mutilation of a person or body part, and bestiality)
Items promote hatred, racism, religious persecution or contain offensive content
Items encouraging illegal activity
Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
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