Terms & Conditions

1Introduction

These Terms of Service (the "Terms") govern the access to and use of the payment-related technology, connectivity, orchestration, reporting, reconciliation, administration and support services made available by EXICASH SDN BHD (Registration No. 202601015752 (1677849-M)), 16-19, Menara Mutiara Sentral, No. 2, Jalan Desa Aman 1, Cheras Business Centre, 56000 Kuala Lumpur, Malaysia (the "Provider", "EXICASH", "we", "us" or "our"), to the company, business or other legal entity that registers for, is approved for, or uses the Services (the "Merchant", "you" or "your").

2IMPORTANT – ELECTRONIC ACCEPTANCE

By clicking “I Agree”, “Accept”, “Create Account”, “Submit Application”, or another acceptance mechanism presented with these Terms, or by continuing to use an activated Merchant Account after accepting these Terms, the Merchant:

• confirms that it has read and understood these Terms;
• agrees to be legally bound by these Terms;
• confirms that the individual accepting these Terms has authority to bind the Merchant;
• confirms that the information submitted through the Platform is true, accurate, complete and not misleading in any material respect; and

If the individual accepting these Terms does not have authority to bind the Merchant, that individual must not accept these Terms or use the Services on behalf of the Merchant.

Acceptance of these Terms does not guarantee approval, onboarding, activation or continued availability of any Service.

3DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires:

“Applicable Law” means all laws, statutes, regulations, subsidiary legislation, regulatory standards, binding guidelines, directions, orders, sanctions requirements and requirements of any governmental, judicial, regulatory or supervisory authority applicable to a Party, the Services or a Transaction, in each case as amended, replaced or re-enacted from time to time.

“Authorised User” means an individual authorised by the Merchant to access the Merchant Account or submit instructions through the Platform.

“Beneficiary” means a person identified by the Merchant as the intended recipient of a Payout.

“Business Day” means a day, other than a Saturday, Sunday or public holiday in Kuala Lumpur, on which commercial banks are generally open for business in Kuala Lumpur.

“Chargeback” means a reversal, chargeback, retrieval, dispute, assessment or similar debit relating to a Transaction, whether initiated by a customer, issuer, Payment Partner, Payment Network or other participant.

“Commercial Terms” means the merchant-specific or service-specific commercial terms made available to the Merchant through the Platform, dashboard, onboarding interface, electronic communication or other record designated by the Provider.

“Confidential Information” means all information of a confidential, proprietary, commercial, financial, operational or technical nature disclosed by or on behalf of one Party to the other Party, in any form, including these Terms, the Commercial Terms, pricing, routing information, Payment Partner information, systems, customers and security information.

“Customer” means a person who purchases or proposes to purchase goods or services from the Merchant and makes or attempts to make a payment using functionality made available through the Services.

“Customer Data” means any information relating to a Customer or Beneficiary processed in connection with the Services, including Personal Data and Transaction information.

“Effective Date” means the date on which the Merchant electronically accepts these Terms, as recorded by the Provider, unless the Provider expressly specifies another effective date in writing.

“Fees” means the fees, charges and other amounts payable by the Merchant to the Provider as displayed or recorded in the applicable Commercial Terms or otherwise agreed in writing.

“Merchant Account” means the account or profile established within the Platform for administration of the Services, reporting, access control and other merchant functionality.

“Merchant Profile” means the Merchant information, particulars, declarations and supporting information submitted by or on behalf of the Merchant through the Platform and maintained in the Merchant Account.

“Merchant Systems” means the Merchant’s websites, applications, servers, devices, software, systems and infrastructure used in connection with the Services.

“Payment Partner” means any bank, licensed financial institution, merchant acquirer, payment service provider, electronic money issuer, payment system operator, settlement institution or other appropriately authorised third party used in connection with a regulated or financial component of the Services.

“Payment Network” means any card scheme, payment scheme, banking network, clearing network, real-time payment network or other payment infrastructure through which a Transaction is routed, processed, cleared or settled.

“Payment Network Rules” means the rules, standards, operating regulations, technical specifications and requirements applicable to a Payment Network, Payment Partner or Supported Payment Method.

“Payout” means a payment instruction initiated by the Merchant through the Platform for transmission to a Payment Partner for execution to a Beneficiary.

“Personal Data” has the meaning given under the Personal Data Protection Act 2010 of Malaysia, as amended from time to time, and includes any equivalent concept under Applicable Law.

“Platform” means the Provider’s payment orchestration platform, APIs, merchant portal, dashboard, software, routing infrastructure, transaction management systems and associated technology.

“Refund” means a request for a full or partial return of a Customer payment through the relevant payment method.

“Services” means the payment-related technology, connectivity, routing, administration, reporting, reconciliation and support services enabled for the Merchant through the Platform and identified in the applicable Commercial Terms.

“Settlement Account” means the bank account nominated by the Merchant and accepted by the applicable Payment Partner or payment arrangement for receipt of settlement.

“Supported Payment Method” means a payment acceptance or payout method made available through the Platform from time to time.

“Transaction” means a payment acceptance transaction, Payout, Refund, reversal or other payment-related instruction submitted through or recorded by the Platform.

1.2 Interpretation

References to legislation include amendments, re-enactments and subsidiary legislation made under it.

References to “including” or “includes” are without limitation.

Headings are for convenience only and do not affect interpretation.

References to a person include an individual, corporation, partnership, governmental body and other legal entity.

A reference to writing includes email, Platform notifications and electronic records capable of being reproduced in readable form.

4COMMERCIAL RELATIONSHIP

2.1 Appointment

The Merchant appoints the Provider, and the Provider accepts that appointment, to make the Services available during the Term in accordance with these Terms.

The specific Services available to the Merchant are those enabled by the Provider and shown in the applicable Commercial Terms.

2.2 Counterparty

The Provider shall be the Merchant’s primary contractual, commercial, technical and operational counterparty in relation to the Services described in these Terms.

2.3 Payment Partners

The Provider may integrate with, procure connectivity to, route through or otherwise use Payment Partners, Payment Networks, telecommunications providers, cloud providers and other service providers in the ordinary course of providing the Services.

The Provider may add, remove, replace or change a Payment Partner, Payment Network or processing route where reasonably required for availability, performance, risk, compliance, pricing, business continuity or operational reasons.

2.4 Positioning

Where any component of the Services constitutes an activity that Applicable Law requires to be performed by a licensed, registered, approved or otherwise authorised person, that component shall be performed by the applicable Payment Partner.

Without limiting Clause 2.2, the Provider’s role under these Terms comprises technology, orchestration, connectivity, technical transmission of Transaction data and instructions, reporting, reconciliation support, commercial administration and merchant support, except to the extent the Provider is separately authorised and expressly agrees in writing to perform an additional activity.

2.5 Relationship

The Provider is not a party to the contract between the Merchant and its Customer for the sale or supply of goods or services.

The Merchant remains solely responsible for its goods and services, pricing, fulfilment, delivery, warranties, cancellations, returns, Refunds, consumer disclosures, taxes and customer service.

5SERVICES

3.1 Scope

The Services made available to the Merchant shall be those enabled through the Platform and identified in the applicable Commercial Terms.

A payment or payout method is available only when technically enabled and accepted under the applicable Payment Partner arrangement.

3.2 Transmission

Submission of a Transaction through the Platform constitutes an instruction by the Merchant to the Provider to transmit the relevant data or instruction through the selected technical route to the applicable Payment Partner or Payment Network for the next stage of processing or execution.

3.3 Guarantee

Availability of a Supported Payment Method or successful technical submission does not guarantee authorisation, clearing, settlement, receipt by a Beneficiary or finality of any Transaction.

Outcomes may be determined by issuers, Payment Partners, Payment Networks, banks or other participants.

3.4 Procedures

The Merchant shall comply with reasonable technical specifications, integration requirements, security procedures and operating instructions notified or made available by the Provider from time to time.

6ONBOARDING AND CONTINUING ELIGIBILITY

4.1 Registration

The Merchant shall provide all information and documentation reasonably requested by the Provider or a Payment Partner for registration, onboarding, due diligence, compliance, risk assessment and continuing monitoring.

4.2 Merchant Profile

The Provider may permit certain information or documents to be provided after registration but before activation of a particular Service.

The Provider may apply different verification requirements according to the Merchant’s business type, risk profile, Transaction activity, Supported Payment Method, Payment Partner requirements or Applicable Law.

4.3 Accuracy

The Merchant represents and warrants that all information supplied to the Provider is true, accurate, complete, current and not misleading in any material respect.

The Merchant shall promptly update its Merchant Profile following any material change and shall in any event notify the Provider within seven (7) Business Days of any material change that cannot be updated directly through the Platform.

4.4 Further Verification

The Provider may request updated information, supporting documents or additional verification at any time where reasonably required for risk management, fraud prevention, compliance, Payment Partner requirements or Payment Network Rules.

4.5 Permanent Approval

Submission of an application, completion of onboarding, approval, account activation or availability of a Service does not constitute irrevocable or permanent approval.

The Provider may impose conditions, limits, controls or further verification requirements in accordance with these Terms and may restrict or suspend access where continuing eligibility requirements are not satisfied.

4.6 Payment Partner Requirements

The Merchant shall execute, accept or comply with any additional terms, acknowledgements, disclosures, verification processes or requirements that an applicable Payment Partner reasonably requires as a condition to making a Supported Payment Method available, including where required by Applicable Law or Payment Network Rules.

7PAYMENT ACCEPTANCE

5.1 Availability

Where enabled for the Merchant, the Provider shall enable the Merchant through the Platform to submit eligible Customer payment Transactions using Supported Payment Methods.

5.2 Routing

The Provider may select and configure the technical processing route, Payment Partner, Payment Network or channel for a Transaction having regard to availability, performance, payment method, amount, currency, geography, fraud risk, compliance requirements, technical capability and other legitimate operational considerations.

5.3 Authorisation and Status

Authorisation, approval, decline, clearing and settlement decisions are made by the relevant issuer, Payment Partner, Payment Network or other participant.

Status information displayed through the Platform reflects information available to the Provider and may subsequently be corrected or updated.

5.4 Rejection, Delay and Blocking

A Transaction may be declined, rejected, delayed, blocked or suspended where reasonably necessary due to:

• suspected fraud;
• security concerns;
• insufficient, inaccurate or inconsistent information;
• applicable Transaction or account limits;
• Payment Partner requirements;
• Payment Network requirements;
• sanctions;
• suspected prohibited activity;
• system integrity concerns; or
• Applicable Law.

5.5 Reversal

An approval or successful status is not an unconditional guarantee of payment.

A Transaction may later be refunded, reversed, disputed or charged back in accordance with Applicable Law, Payment Network Rules or the applicable payment arrangement.

8PAYOUT

6.1 Submission

Subject to availability of the relevant Supported Payment Method and sufficient funding under the applicable payment arrangement, the Merchant may submit Payout instructions through the Platform for eligible Beneficiaries.

6.2 Execution

The Provider will transmit or route a Payout instruction to the applicable Payment Partner.

The actual transfer, debit, credit or movement of funds is executed by the Payment Partner, bank or Payment Network and not by the Provider in its own capacity unless expressly agreed following any required regulatory authorisation.

6.3 Authorisation

Each Payout instruction submitted using an Authorised User’s credentials or other approved authentication method shall be treated as authorised by the Merchant unless the Merchant has previously notified the Provider of compromise and the Provider has had a reasonable opportunity to disable access.

6.4 Beneficiary Information

The Merchant is responsible for providing complete and accurate Beneficiary details.

Neither the Provider nor a Payment Partner is obliged to recover an amount paid in accordance with incorrect information supplied by the Merchant, although reasonable recovery assistance may be attempted at the Merchant’s cost.

6.5 Irrevocability and Timing

A Payout may become irrevocable once accepted or released by the applicable Payment Partner.

Any indicated completion time is an estimate and may be affected by banking cut-off times, non-Business Days, receiving institutions, Payment Network availability, compliance screening and other matters outside the Provider’s reasonable control.

9FUNDING

7.1 Arrangements

The Merchant shall maintain sufficient funds under the relevant Payment Partner or banking arrangement to satisfy Payouts, Refunds, Chargebacks and other amounts for which the Merchant is responsible.

7.2 Credit

Unless expressly agreed in writing, the Provider is not obliged to extend credit, provide an overdraft or fund a Transaction on behalf of the Merchant.

7.3 Positioning

Any balance, settlement figure, available amount or similar figure displayed through the Platform is an accounting or informational record used for administration and reconciliation.

It is not a bank account, deposit account, savings account or electronic-money account provided by the Provider.

Unless separately authorised and expressly agreed, Customer or Merchant settlement funds shall not be held as deposits by the Provider.

Funds are held, transferred, safeguarded or settled through the applicable Payment Partner, bank, settlement institution or Payment Network in accordance with the applicable arrangement.

10MERCHANT OBLIGATIONS

8.1 General

The Merchant shall use the Services solely for its own bona fide business activities disclosed to and approved by the Provider.

The Merchant shall comply with:

• Applicable Law;
• Payment Network Rules;
• applicable Payment Partner requirements; and
• the Provider’s reasonable technical, operational and security requirements.

8.2 Third-Party Processing

The Merchant shall not use the Services to:

• process Transactions for another person;
• act as an undisclosed payment intermediary or aggregator;
• process Transactions for an undisclosed sub-merchant;
• engage in transaction laundering; or
• otherwise provide the Services or payment functionality to an undisclosed third party,

unless expressly approved in writing by the Provider and permitted by Applicable Law.

8.3 Customer Disclosures

The Merchant shall ensure Customers are clearly informed of:

• the Merchant’s identity;
• the nature of the relevant goods or services;
• the applicable price;
• taxes and charges;
• delivery terms;
• cancellation rights; and
• the Merchant’s Refund policy.

8.4 Records

The Merchant shall retain complete records relating to Transactions, fulfilment, delivery, Customer authorisations, Refunds and disputes for the period required by Applicable Law or Payment Network Rules.

The Merchant shall provide relevant records to the Provider upon reasonable request.

8.5 Access

The Merchant shall ensure that only Authorised Users access the Merchant Account.

The Merchant shall implement appropriate internal approval controls for Payouts, Refunds and other sensitive actions.

8.6 Responsibility

The Merchant is responsible for activity performed through its Merchant Account using valid credentials, subject to these Terms and any security incident properly reported to the Provider.

The Merchant shall promptly remove or disable the access of any person who is no longer authorised to use the Merchant Account.

11PROHIBITED AND RESTRICTED ACTIVITIES

9.1 Prohibited Use

The Merchant shall not use the Services for illegal, fraudulent, deceptive, unauthorised or prohibited activity or in a manner that may expose the Provider, a Payment Partner or a Payment Network to material legal, regulatory, financial, operational or reputational risk.

9.2 Restricted Businesses

The Provider may classify businesses, products, services, jurisdictions or Transaction types as restricted.

Restricted activity may be subject to:

• enhanced due diligence;
• prior written approval;
• lower Transaction limits;
• reserves or prefunding requirements;
• additional monitoring;
• additional Payment Partner conditions; or
• other appropriate controls.

9.3 Change in Business

The Merchant shall obtain prior written approval from the Provider before materially changing its business model or commencing a materially different category of goods or services using the Services.

12PAYMENT PARTNERS AND NETWORKS

10.1 Routing

The Provider may determine the technical route used for a Transaction and may use multiple Payment Partners for resilience, cost management, availability, performance, risk management or other legitimate operational reasons.

10.2 Payment Partner Terms

The Merchant acknowledges that Payment Partners and Payment Networks may impose additional requirements, limits, reserves, settlement timing, dispute procedures and other rules that affect Transactions.

10.3 Direct Contact

The Merchant may be required to communicate directly with or provide information to a Payment Partner where required by Applicable Law, the Payment Partner’s regulatory obligations or the applicable payment arrangement.

The Provider may coordinate such communication where practicable.

13SETTLEMENT

11.1 Arrangement

Settlement of Customer payment Transactions to the Merchant shall be performed by the applicable Payment Partner, settlement bank, Payment Network or other authorised settlement institution under the relevant payment arrangement.

11.2 Administration

The Provider may calculate, display, reconcile and communicate settlement-related information through the Platform and may provide first-line support concerning settlement enquiries.

11.3 Settlement Account

Settlement shall ordinarily be made to a Settlement Account held in the Merchant’s name unless another arrangement is accepted by the applicable Payment Partner following appropriate verification.

The Merchant is responsible for the accuracy of its Settlement Account information.

The Provider may require verification before permitting a Settlement Account to be added or changed.

11.4 Settlement Cycle

The Merchant’s indicative settlement cycle shall be displayed in the applicable Commercial Terms.

Any settlement cycle is subject to:

• banking cut-off times;
• Business Days;
• Supported Payment Method;
• Payment Partner requirements;
• compliance reviews;
• Chargebacks;
• Refunds;
• reserves;
• holds; and
• Applicable Law.

11.5 Finality

Settlement does not prevent a Transaction from subsequently becoming subject to a Chargeback, Refund, reversal, investigation or adjustment.

11.6 Erroneous Settlement

Where a Payment Partner or other relevant participant has settled an amount in error, the Merchant shall cooperate with correction or recovery.

The Merchant shall repay any amount properly determined to have been overpaid within three (3) Business Days after written demand accompanied by reasonable supporting details.

14FEES AND TAXES

12.1 Fees

The Merchant shall pay the Fees displayed in the Commercial Terms applicable to its Merchant Account.

Unless otherwise expressly stated, Fees are earned when the relevant Service is performed and are non-refundable.

12.2 Availability of Commercial Terms

The Provider shall make the Merchant’s applicable Fees and material commercial parameters available through the Platform, dashboard, merchant portal or another durable electronic record accessible to the Merchant.

The Merchant is responsible for reviewing its Commercial Terms.

12.3 Invoices

The Provider may issue invoices electronically.

The Merchant shall pay each undisputed invoice within three (3) Business Days after issuance unless a different period is specified in the applicable Commercial Terms.

12.4 Taxes

Fees are exclusive of sales and service tax and other applicable taxes unless expressly stated otherwise.

The Merchant shall pay taxes imposed on the Services in addition to the Fees.

Each Party remains responsible for taxes imposed on its own income.

12.5 Disputed Amounts

The Merchant shall notify the Provider of a bona fide invoice dispute within ten (10) Business Days of the invoice date, identifying the disputed amount and reasons.

Undisputed amounts remain payable when due.

15HOLDS, RESERVES AND RISK MEASURES

13.1 Payment Partner Measures

A Payment Partner may impose a:

• hold;
• reserve;
• rolling reserve;
• delayed settlement;
• prefunding requirement; or
• other risk measure,

in accordance with its terms, Payment Network Rules or Applicable Law.

The Provider may reflect such measure in the Platform and communicate it to the Merchant.

13.2 Risk Controls

Independently of any Payment Partner measure, the Provider may impose reasonable technical, processing or access controls, including:

• lower limits;
• additional authentication;
• manual review;
• restriction of a Supported Payment Method; or
• temporary suspension,

where reasonably necessary to manage fraud, security, compliance, credit exposure or Platform risk.

16REFUNDS

14.1 Responsibility

The Merchant is responsible for determining whether a Customer is entitled to a Refund, subject to Applicable Law, Payment Network Rules and any lawful direction of a Payment Partner.

14.2 Submission

Where supported, the Merchant may submit a Refund request through the Platform.

The Provider will transmit or route the request to the applicable Payment Partner for execution.

14.3 Funding

The Merchant must ensure sufficient funds are available under the relevant payment arrangement to satisfy Refunds and associated charges.

14.4 Original Fees

Fees charged in respect of the original Transaction are not refundable merely because the Transaction is subsequently refunded unless the applicable Commercial Terms expressly provide otherwise.

17CHARGEBACKS, FRAUD AND PAYMENT DISPUTES

15.1 Responsibility

Subject to Clause 15.5, the Merchant is responsible for Chargebacks and payment disputes arising from Transactions relating to its business, goods or services.

15.2 Recovery

The Merchant shall reimburse the Provider for any:

• Chargeback amount;
• assessment;
• scheme fee;
• Payment Partner charge; or
• other amount

that the Provider is actually required to pay or has been debited in respect of the Merchant’s Transactions, together with the applicable Provider Chargeback Fee specified in the Commercial Terms, except to the extent caused by the Provider’s breach, fraud or wilful misconduct.

15.3 Evidence

The Merchant shall provide all documents and information reasonably required to contest or respond to a Chargeback within the deadline specified by the Provider.

The Provider is not responsible for an unsuccessful defence where the information supplied by the Merchant is late, incomplete or insufficient.

15.4 Outcome

The Merchant acknowledges that the final determination of a Chargeback may be made by an issuer, Payment Partner, Payment Network or other institution under applicable rules.

15.5 Allocation for Provider Fault

The Merchant shall not be responsible for a loss to the extent directly caused by the Provider’s fraud, wilful misconduct or material failure to transmit a Transaction instruction as actually received, provided the Merchant complied with all applicable acceptance and security requirements.

18AMOUNTS OWED

16.1 Debt

Any Fee, reimbursement, Chargeback, Refund shortfall, third-party charge or other amount properly due by the Merchant under these Terms constitutes a debt due to the Provider when payable.

16.2 Recovery

The Provider may invoice the Merchant and may, where lawfully supported by a Payment Partner arrangement and authorised by the Merchant, arrange collection through that Payment Partner.

The Merchant shall pay any remaining shortfall within three (3) Business Days after demand.

16.3 Survival

Termination does not extinguish any amount accrued or owed before or as a consequence of termination.

19RISK CONTROLS

17.1 Limits

The Provider or an applicable Payment Partner may impose Transaction, daily, monthly, velocity, Payout or other limits appropriate to:

• the Merchant’s risk profile;
• technical configuration;
• Transaction history;
• business category; or
• payment arrangement.

The ordinary limits applicable to a Service may be displayed in the Commercial Terms or Platform.

17.2 Variation

Limits may be varied where reasonably necessary because of changes in:

• Transaction patterns;
• fraud exposure;
• credit exposure;
• Payment Partner requirements;
• Payment Network requirements;
• Applicable Law; or
• the Merchant’s business or financial condition.

17.3 Notice

Where practicable, the Provider shall notify the Merchant of a material reduction in ordinary operating limits unless immediate action is reasonably required for fraud, security, compliance or legal reasons.

20COMPLIANCE, FINANCIAL CRIME AND SANCTIONS

18.1 Law

Each Party shall comply with Applicable Law relevant to the activities actually performed by that Party under these Terms.

18.2 Merchant Cooperation

The Merchant shall provide information and assistance reasonably requested in connection with:

• merchant due diligence;
• beneficial ownership;
• source-of-funds enquiries;
• fraud investigations;
• sanctions screening;
• suspicious Transaction reviews;
• Payment Partner requests;
• Payment Network requirements; or
• regulatory requests.

18.3 Screening

The Provider may perform or facilitate screening of the Merchant, relevant persons and Transactions for fraud, sanctions and financial-crime purposes.

The Provider may share relevant information with Payment Partners and competent authorities where legally permitted or required.

18.4 Restriction on Disclosure

Neither the Provider nor a Payment Partner is required to disclose information concerning an investigation, suspicious activity report, screening result or compliance action where disclosure is prohibited or restricted by Applicable Law.

18.5 Right to Refuse

The Provider may decline, delay, block, suspend or cease transmitting a Transaction where it reasonably considers such action necessary to comply with:

• Applicable Law;
• a lawful instruction;
• sanctions requirements;
• Payment Partner requirements; or
• financial-crime controls.

21DATA PROTECTION

19.1 Compliance

Each Party shall comply with the Personal Data Protection Act 2010 of Malaysia, as amended from time to time, and other Applicable Law concerning Personal Data applicable to that Party's activities under these Terms.

19.2 Permitted Processing

The Merchant represents and warrants that it has provided all notices, obtained all consents and established all other lawful bases required for Personal Data to be collected, disclosed to and processed by the Provider, Payment Partners and other authorised service providers for the purposes contemplated by the Services.

19.3 Data Processing Policy

The processing of Personal Data in connection with the Services is further governed by the Provider's Data Processing Policy, which are incorporated into and form part of these Terms.

By accepting these Terms, the Merchant also agrees to the Data Processing Policy made available to the Merchant at or before acceptance.

19.4 Conflict

If there is any inconsistency between these Terms and the Data Processing Policy concerning the processing or protection of Personal Data, the Data Processing Policy shall prevail to the extent of that inconsistency. For all other matters, these Terms shall prevail.

22INFORMATION SECURITY

20.1 Security Measures

Each Party shall maintain reasonable administrative, physical and technical safeguards designed to protect its systems and data against unauthorised access, disclosure, modification, destruction and misuse.

20.2 Credentials

The Merchant is responsible for safeguarding:

• API credentials;
• passwords;
• security tokens;
• private keys;
• one-time passwords;
• administrator credentials; and
• other access credentials.

The Merchant shall notify the Provider immediately upon actual or suspected compromise.

20.3 PCI DSS

Where the Merchant stores, processes or transmits payment card data, it shall comply with the Payment Card Industry Data Security Standard and applicable Payment Network security standards to the extent relevant to its environment.

The Provider shall comply with such requirements to the extent applicable to its own environment and responsibilities.

20.4 Security Incidents

The Merchant shall promptly cooperate with reasonable security investigations concerning suspected compromise affecting Transactions, Merchant Systems or the Platform.

23SERVICE AVAILABILITY

21.1 Standard of Performance

The Provider shall perform its Services with reasonable skill and care and use commercially reasonable efforts to maintain Platform availability.

21.2 Maintenance

The Provider may perform scheduled and emergency maintenance.

Where practicable, advance notice shall be given for scheduled maintenance reasonably expected to materially affect the Services.

21.3 Third-Party Dependencies

The Provider is not responsible for interruption, delay or failure caused by:

• Merchant Systems;
• telecommunications networks;
• Payment Partners;
• Payment Networks;
• issuing or receiving institutions;
• internet infrastructure;
• third-party service providers;
• force majeure; or
• circumstances outside the Provider’s reasonable control,

except to the extent directly caused by the Provider’s failure to exercise reasonable skill and care.

21.4 Availability Warranty

The Provider does not warrant that:

• every Transaction will be approved;
• every Payout will be completed;
• every Supported Payment Method will remain available; or
• the Platform will be uninterrupted or error-free.

24TRANSACTION RECORDS

22.1 Platform Records

Transaction and reporting records made available through the Platform constitute the Provider’s operational record of data received or generated by the Platform, subject to correction of manifest error and reconciliation against Payment Partner records.

22.2 Merchant Review

The Merchant shall regularly review Transaction, settlement and invoice reports.

The Merchant shall notify the Provider of an apparent discrepancy without undue delay and in any event within thirty (30) days after the relevant report is made available.

22.3 Investigation

The Provider shall reasonably investigate a properly notified discrepancy and, where appropriate, coordinate with the relevant Payment Partner.

Any correction is subject to the authoritative records and rules of the relevant payment arrangement.

25INTELLECTUAL PROPERTY

23.1 Provider Rights

All intellectual property rights in the Platform, APIs, software, documentation, technology, interfaces, processes, know-how and materials developed or supplied by the Provider remain vested in the Provider or its licensors.

23.2 Licence

During the Term, the Provider grants the Merchant a limited, non-exclusive, non-transferable and revocable right to access and use the Platform solely for the Merchant’s internal business purposes and receipt of the Services.

23.3 Restrictions

The Merchant shall not:

• reverse engineer;
• decompile;
• modify;
• reproduce;
• resell;
• sublicense; or
• commercially exploit

the Platform except to the extent expressly permitted by these Terms or Applicable Law.

23.4 Materials

The Merchant retains ownership of its names, logos, trademarks and materials.

The Merchant grants the Provider a limited licence to use those materials as reasonably necessary to provide the Services, configure payment interfaces and identify Transactions.

23.5 Feedback

The Provider may use suggestions or feedback supplied by the Merchant to improve the Platform, provided it does not disclose the Merchant’s Confidential Information in doing so.

26CONFIDENTIALITY

24.1 Obligation

Each receiving Party shall keep the disclosing Party’s Confidential Information confidential and use it only to exercise rights and perform obligations under these Terms.

24.2 Permitted Disclosure

A receiving Party may disclose Confidential Information to its:

• employees;
• Affiliates;
• professional advisers;
• auditors;
• Payment Partners;
• service providers; and
• regulators,

who have a legitimate need to receive it and are subject to appropriate confidentiality obligations.

Disclosure may also be made where required by Applicable Law, court order or regulatory authority.

24.3 Exclusions

Confidential Information does not include information which the receiving Party can demonstrate:

• was lawfully known without restriction before disclosure;
• becomes public other than through breach;
• is independently developed without reference to the Confidential Information; or
• is lawfully received from a third party without confidentiality restriction.

24.4 Survival

This Clause survives termination for five (5) years, except for trade secrets, which remain confidential for so long as they retain their character as trade secrets.

27REPRESENTATIONS AND WARRANTIES

25.1 Mutual Representations

Each Party represents and warrants that:

• it is duly incorporated, established or validly existing, as applicable;
• it has full power and authority to enter into these Terms; and
• these Terms constitute binding obligations in accordance with their terms, subject to Applicable Law.

25.2 Authority of Accepting Individual

The Merchant represents and warrants that the individual electronically accepting these Terms on its behalf has authority to bind the Merchant.

The Provider may rely on that representation unless notified otherwise before acceptance.

25.3 Merchant Warranties

The Merchant represents and warrants throughout the Term that:

• its business is lawful;
• it holds all approvals required for its business;
• Transactions arise from genuine commercial activity;
• it will not knowingly submit fraudulent, fictitious or unauthorised Transactions;
• its use of the Services will comply with Applicable Law and these Terms; and
• information maintained in its Merchant Profile will remain accurate, complete and not misleading in any material respect.

25.4 Provider Warranty

The Provider warrants that the Services performed by it will be provided with reasonable skill and care.

25.5 Disclaimer

Except as expressly provided in these Terms and to the maximum extent permitted by Applicable Law, no other representation or warranty is given, including any warranty that:

• every Transaction will be approved;
• every Payout will be completed within an indicated estimate; or
• any Payment Partner, Payment Network or Supported Payment Method will remain continuously available.

28INDEMNITIES

26.1 Merchant Indemnity

The Merchant shall indemnify the Provider, its officers and employees against losses, liabilities, damages, penalties, third-party claims and reasonable external costs to the extent arising from:

• illegal, unlawful or infringing goods or services offered by the Merchant;
• a material breach of these Terms by the Merchant;
• fraud, wilful misconduct or gross negligence of the Merchant or its personnel;
• breach by the Merchant of Applicable Law, Payment Network Rules or a Payment Partner requirement;
• unauthorised third-party processing, transaction laundering or undisclosed sub-merchant activity;
• a claim by a Customer relating to the Merchant’s goods, services, fulfilment, returns, advertising or customer relationship; or
• a Chargeback, Refund, assessment or third-party payment liability allocated to the Merchant under these Terms,

except to the extent the relevant loss is caused by the Provider’s breach, fraud, wilful misconduct or gross negligence.

26.2 Provider IP Indemnity

The Provider shall defend and indemnify the Merchant against a third-party claim that the Merchant’s authorised use of the Provider’s proprietary Platform infringes that third party’s intellectual property rights, except where the claim results from:

• Merchant modification;
• combination with unauthorised systems;
• use contrary to documentation; or
• continued use after notice and provision of a reasonable alternative.

26.3 Conduct of Claims

The indemnified Party shall:

• notify the indemnifying Party reasonably promptly;
• permit the indemnifying Party to control the defence and settlement; and
• provide reasonable cooperation at the indemnifying Party’s expense.

No settlement admitting liability on behalf of the indemnified Party may be entered without its consent, not to be unreasonably withheld.

29LIMITATION OF LIABILITY

27.1 Excluded Loss

To the maximum extent permitted by Applicable Law, neither Party is liable to the other for:

• indirect loss;
• consequential loss;
• special loss;
• punitive loss;
• loss of profit;
• loss of anticipated savings;
• loss of goodwill;
• loss of reputation; or
• loss of business opportunity,

arising from or in connection with these Terms.

27.2 Liability Cap

Subject to Clauses 27.3 and 27.4, each Party’s aggregate liability arising out of or in connection with these Terms in any twelve (12) month period shall not exceed the Fees paid or payable by the Merchant to the Provider during the twelve (12) months immediately preceding the event giving rise to liability.

If the event occurs during the first twelve (12) months, the cap shall be the Fees paid or payable from the Effective Date to the date of the event, annualised on a reasonable basis if appropriate.

27.3 Exclusions from Cap

The cap does not apply to:

• fraud;
• fraudulent misrepresentation;
• wilful misconduct;
• liability which cannot lawfully be limited;
• the Merchant’s obligation to pay Fees or other amounts properly due;
• breach of confidentiality; or
• intellectual property infringement.

27.4 Payment Outcomes

The Provider is not liable for an act, omission, decline, delay, insolvency or failure of a Payment Partner, Payment Network, issuer, receiving bank or other third party except to the extent the loss is directly caused by the Provider’s breach in selecting, integrating with or transmitting information to that third party and the Provider failed to exercise reasonable skill and care.

27.5 Payment Obligations

Nothing in this Clause extinguishes an undisputed obligation of the Merchant to pay amounts properly due to the Provider or return money incorrectly received.

30SUSPENSION

28.1 Rights

The Provider may immediately suspend all or part of the Services where reasonably necessary because of:

• suspected fraud;
• a security threat;
• illegal or prohibited activity;
• a material breach of these Terms;
• a Payment Partner requirement;
• a Payment Network requirement;
• material non-payment;
• false or misleading onboarding information;
• sanctions;
• failure to complete required verification;
• compromise of the Merchant Account; or
• material risk to the Platform, Provider, Customers or payment ecosystem.

28.2 Notice

Where legally and operationally practicable, the Provider shall notify the Merchant of the suspension and provide reasonable information concerning the reason.

28.3 Restoration

The Provider shall restore affected Services once the circumstances giving rise to suspension have been satisfactorily resolved, unless the relevant Supported Payment Method is no longer available or these Terms have been terminated.

31COMPLAINTS AND OPERATIONAL DISPUTES

29.1 Submission

A Merchant dispute relating to Fees, Transactions, settlement information, a Refund, Payout, Chargeback or other aspect of the Services shall first be submitted through the Provider’s designated support or communication channel displayed through the Platform or Provider website.

29.2 Acknowledgement

The Provider shall acknowledge receipt of a properly submitted dispute within two (2) working days.

29.3 Resolution

The Provider shall use reasonable efforts to provide a written outcome within thirty (30) working days after receiving sufficient information.

Where the matter depends on a Payment Partner or Payment Network, the Provider may extend the period and shall provide an appropriate explanation.

29.4 Legal Rights Preserved

This Clause does not prevent either Party from seeking urgent injunctive relief or exercising rights under Clause 37.

32TERM

30.1 Initial Term

These Terms commence on the Effective Date and continue for an initial term of twelve (12) months (the “Initial Term”) unless terminated earlier in accordance with these Terms.

30.2 Renewal

Following the Initial Term, these Terms automatically renew for successive periods of twelve (12) months unless either Party gives at least thirty (30) days’ written notice of non-renewal.

33TERMINATION

31.1 Convenience

Following expiry of the Initial Term, either Party may terminate these Terms by giving not less than thirty (30) days’ written notice.

31.2 Material Breach

Either Party may terminate these Terms by written notice if the other Party commits a material breach capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice requiring remedy.

31.3 Immediate Termination

The Provider may terminate these Terms immediately where the Merchant:

• engages in fraud or illegal activity;
• processes prohibited Transactions;
• materially misrepresents its business, ownership or activities;
• becomes subject to sanctions preventing continuation;
• loses an approval required for its business;
• creates material payment-system risk; or
• continuation would cause the Provider or a Payment Partner to breach Applicable Law or a binding requirement.

31.4 Insolvency

Either Party may terminate immediately if the other Party:

• becomes insolvent;
• enters liquidation other than for a solvent restructuring;
• ceases substantially all business; or
• becomes subject to an analogous insolvency process.

31.5 Payment Partner Discontinuation

The Provider may discontinue a particular Supported Payment Method immediately where:

• the relevant Payment Partner relationship ends;
• the Payment Partner relationship is suspended; or
• the Payment Partner requires discontinuation.

If this materially removes the principal Service used by the Merchant and no reasonable alternative is available, either Party may terminate these Terms on written notice.

34CONSEQUENCES OF TERMINATION

32.1 Cessation

Upon termination, the Merchant’s right to submit new Transactions ceases, except to the extent the Provider permits limited access for orderly wind-down, reporting or outstanding dispute management.

32.2 Outstanding Transactions

Termination does not affect Transactions, Chargebacks, Refunds, Payouts, Fees or other liabilities arising before termination or from pre-termination Transactions.

32.3 Settlement and Measures

Any final merchant settlement remains subject to the applicable Payment Partner arrangement, including unresolved:

• Chargebacks;
• Refunds;
• reserves;
• holds; and
• adjustments.

32.4 Data and Access

The Provider may restrict Merchant Account access after termination but shall make commercially reasonable arrangements for the Merchant to obtain reports reasonably required for reconciliation, subject to Applicable Law and outstanding obligations.

32.5 Survival

Clauses concerning:

• payment obligations;
• Chargebacks;
• Refunds;
• confidentiality;
• data protection;
• intellectual property;
• indemnities;
• limitation of liability;
• records;
• dispute resolution; and
• provisions intended by their nature to survive,

continue after termination.

35CHANGES TO SERVICES AND TERMS

33.1 Operational Changes

The Provider may make reasonable changes to:

• technical specifications;
• processing procedures;
• Supported Payment Methods;
• Platform functionality; and
• operational requirements,

for security, functionality, Payment Partner or Payment Network changes, business continuity, risk management or compliance.

33.2 Regulatory Changes

The Provider may amend these Terms upon written or electronic notice where reasonably necessary to comply with:

• Applicable Law;
• a binding regulatory requirement;
• a Payment Partner requirement; or
• a Payment Network Rule.

Where reasonably practicable, at least thirty (30) days’ prior notice shall be given for a material amendment unless a shorter period is required.

33.3 Commercial Changes

A material change to Provider Fees shall be made in accordance with the notice period specified in the applicable Commercial Terms or, if none is specified, upon at least thirty (30) days’ written or electronic notice.

The revised Commercial Terms shall be made available through the Platform or another durable electronic record.

33.4 Data Processing Policy Changes

The Provider may amend the Data Processing Policy where reasonably necessary to reflect changes in Applicable Law, regulatory requirements, the Services, security practices, processing activities or service providers.

The Provider shall provide such notice of a material amendment as is required by Applicable Law or the applicable Data Processing Policy.

Any amendment shall take effect in accordance with the Data Processing Policy.

33.5 Regulatory Reclassification

If the Provider reasonably determines, including following advice of counsel, a regulator’s position or a change in Applicable Law, that an existing Service would require an authorisation the Provider does not hold, the Provider may:

• modify the affected Service;
• migrate the affected activity to a Payment Partner;
• suspend the affected functionality; or
• discontinue the affected functionality,

to maintain compliance.

33.6 Electronic Publication of Updates

Where these Terms are amended in accordance with this Clause, the Provider may make the updated version available through the Platform or Provider website and record the applicable version electronically.

Where Applicable Law or these Terms require direct notice of a material change, publication alone does not replace that notice.

36AUDIT AND INFORMATION RIGHTS

34.1 Merchant Information

The Merchant shall provide information reasonably required to:

• verify compliance with these Terms;
• investigate fraud;
• respond to a Payment Partner request;
• respond to a Payment Network request; or
• comply with Applicable Law.

34.2 Inspection

Any audit or inspection requested by the Provider shall be proportionate to the relevant risk and, unless urgency or Applicable Law requires otherwise, conducted on reasonable prior notice and in a manner designed to minimise unnecessary disruption.

34.3 Payment Partner and Regulatory Access

Where required by Applicable Law or a Payment Partner arrangement, the Merchant shall reasonably cooperate with information requests or audits conducted by or for the relevant Payment Partner or competent authority concerning Transactions processed through the Services.

37FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by an event beyond its reasonable control, including:

• natural disaster;
• war;
• civil disorder;
• governmental action;
• widespread telecommunications or internet failure;
• failure of material banking or payment infrastructure;
• industrial action; or
• widespread cyber incident not caused by that Party’s failure to maintain reasonable security controls.

The affected Party shall use reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

38NOTICES

36.1 Merchant Notice Details

The Merchant shall maintain a current formal notice email address and registered or business address in its Merchant Profile.

The Merchant is responsible for updating those details.

36.2 Provider Notice Details

The Provider’s designated legal or formal notice email address and physical notice address shall be the address made available through the Platform, Provider website or other written communication designated by the Provider for formal notices.

36.3 Form of Notice

A formal notice under these Terms shall be in writing and may be delivered by:

• hand;
• reputable courier; or
• email to the applicable notice email address.

The Provider may also issue operational, account, security and commercial communications through the Platform.

36.4 Receipt

A notice delivered by hand is deemed received upon delivery.

A notice delivered by courier is deemed received upon recorded delivery.

A notice delivered by email is deemed received when transmitted without automated delivery failure.

A notice of termination or legal proceedings shall additionally be sent by hand or courier where required by these Terms or Applicable Law.

39GOVERNING LAW AND JURISDICTION

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Malaysia.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia in relation to any dispute, controversy or claim arising out of or in connection with these Terms, subject to Clause 29.

40GENERAL

38.1 Independent Contractors

The Parties are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or general agency between the Parties.

38.2 Assignment

The Merchant shall not assign, transfer or novate these Terms without the Provider’s prior written consent, not to be unreasonably withheld.

The Provider may assign or novate these Terms to an Affiliate or successor in connection with a bona fide merger, restructuring or transfer of the relevant business, subject to Applicable Law.

38.3 Subcontracting

The Provider may appoint subcontractors and service providers in connection with the Services, provided it remains responsible for obligations expressly assumed by it under these Terms, subject to these Terms.

38.4 Waiver

A failure or delay by a Party in exercising a right does not constitute a waiver.

A waiver is effective only if made in writing and only for the specific circumstance for which it is given.

38.5 Severability

If a provision of these Terms is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable or, if modification is not possible, severed without affecting the remaining provisions.

• Entire Agreement

These Terms, together with any documents expressly incorporated by reference constitute the entire agreement between the Parties concerning their subject matter and supersede prior discussions, proposals, representations and agreements relating to that subject matter.

38.7 Third-Party Rights

A person who is not a Party has no right to enforce these Terms except where Applicable Law expressly provides otherwise.

38.8 Electronic Records

To the extent permitted by Applicable Law:

• these Terms may be accepted electronically;
• clicking an acceptance checkbox or button associated with these Terms constitutes an electronic indication of the Merchant’s agreement to these Terms;
• the Merchant consents to the use of electronic messages and records in connection with these Terms and the Services;
• the Provider may maintain electronic records of the Merchant’s acceptance, including the date and time of acceptance, applicable Terms version, Merchant Account identifier, accepting user and related technical records;
• electronic records maintained by the Provider may be used to evidence acceptance, instructions, notices, Transactions and account activity; and
• electronic acceptance shall have effect to the extent recognised by Applicable Law.

The Merchant should retain or download a copy of the version of these Terms applicable to it.

The Provider may also make the applicable version available through the Merchant Account.

38.9 Language

Where these Terms are made available in more than one language, the English-language version shall prevail to the extent of any inconsistency unless Applicable Law requires otherwise.