Terms and Conditions For Merchants of d-kocek Wallet


Last Updated Date : 5 Aug 2021

Important - Please read the following terms and conditions (“Terms and Conditions”) carefully for your use of the Services. By submitting your Merchant Application Form to Paradise Linx Sdn. Bhd. (“Partner”) and/or using the Services provided by Fass Payment Solutions Sdn. Bhd. (“Fasspay”) in collaboration with Partner, you (the “Merchant”) agree that you have read, understood, accepted and agreed with these Terms and Conditions, including all the representations and warranties made by you. If you do not agree with or fall within these Terms and Conditions, please stop using, and do not use, the Merchant Application and the Services.

These Terms and Conditions constitute a legally binding agreement between you, Partner and Fasspay (“Agreement”). Partner and Fasspay shall be referred to collectively in these Terms and Conditions as the “Parties” and each as a “Party”.

These Terms and Conditions can be viewed, accessed or retrieved at http://public-assets.fasspay.com/ew/partner/paradiselinx/merchant/termsofservice_en.html or through the Merchant Application. Your continued use of the Services shall be deemed to be your express acceptance of these Terms and Conditions. Please review these Terms and Conditions from time to time. You are aware and agree that Fasspay may, at its sole discretion, update or revise these Terms and Conditions at any time.

1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms and Conditions, unless otherwise specifically defined herein, all terms shall bear the following meanings:
“BNM” means Bank Negara Malaysia;
“Business Day” means a day (excluding Saturdays, Sundays and public holidays) on which commercial banks in Malaysia are open for business;
“Charge Back” means, where relevant, the process whereby Fasspay deducts any amount from the Settlement, pursuant to any Disputed Transactions;
“Confidential Information” means any documents, knowledge, data, or information of whatsoever nature disclosed to or acquired by the Receiving Party, directly or indirectly from the Disclosing Party in connection with these Terms and Conditions, or otherwise including, but not limited to the following:

(a) financial information;
(b) technical information, including but not limited to research, development, procedures, data, designs, and technical know-how;
(c) business information, including but not limited to operations, planning, marketing interests, and services disclosed by Fasspay to the government or any regulatory body;
(d) personal information or personal data of any Users; and
(e) all confidential or proprietary concepts, documentation, reports, lists, files, data, specifications, software, source code, object code, flow charts, databases, data files, inventions, information, know-how and trade secrets, whether or not patentable or copyrightable;
“Disclosing Party” has the meaning set out in Clause 5.2;
“Disputed Transactions” means any transactions in dispute between the Merchant and the User arising from payments made by the User to the Merchant through the Services;
“Fasspay Group” means Fasspay, its parent entity Soft Space Sdn. Bhd. and the Fasspay group of companies, subsidiaries and related entities;
“Good Industry Practice” means the exercise of that degree of skill, care, diligence, prudence, foresight and judgement which would reasonably be expected from skilled and experienced operators engaged within the relevant industry or business sector;
“Intellectual Property Rights” means all intellectual and industrial property rights of whatever nature, anywhere in the world and all rights pertaining thereto, whether recorded or registered in any manner, or otherwise, including patents, trademarks, registered designs (including applications for any of the same), copyright, design rights, database and software rights, trade secrets, know-how, business process, trade names, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property;
“Merchant App” or “Merchant Application” means the merchant application (whether a mobile application or a web portal application) supplied to the Merchant by Fasspay, which purpose is to enable the Merchant to receive payments from persons with a d-kocek Wallet account;
“Merchant Application Form” means the application form to be completed by the Merchant and submitted to Partner and/or Fasspay to enable the Merchant to use the Services;
“d-kocek Wallet” means the d-kocek-branded digital wallet or virtual mobile wallet operated by Fasspay;
“RM” means Ringgit Malaysia, the legal currency of Malaysia;
“Receiving Party” has the meaning set out in Clause 5.2;
“Services” means the Merchant Application, the Software and d-kocek Wallet including the physical static QR code;
“Settlement” means the funds transfer (of the transacted amount between the Merchant and the Users) by Fasspay to the Merchant; and
“User(s)” means any person with a valid d-kocek Wallet account and/or lawfully using the d-kocek Wallet to make payments for products and/or service provided by the Merchant.
1.2 Interpretation
(a) References to any enactment (including without limitation any statute or statutory provision of Malaysia or elsewhere and any subordinate legislation made under any such statute or statutory provision) shall be construed as references to:

(i) any enactment which that enactment has directly or indirectly replaced (whether with or without notification); and
(ii) that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date hereof.
(b) The headings in these Terms and Conditions are for convenience only.
(c) References to any document (including these Terms and Conditions) are references to such document as varied, novated, ratified or replaced from time to time.
(d) Words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender.
(e) Except where otherwise expressly provided, where under these Terms and Conditions the day on which any act, matter or thing is to be done is a day other than a Business Day, such act matter or thing shall be done on the immediately succeeding Business Day.
2. SCOPE AND TERM OF SERVICES
2.1 Scope of Services

(a) Fasspay will provide and facilitate the Services.
(b) Fasspay will be responsible for the collection and/or handling of any payments made by the Users to the Merchant using d-kocek Wallet.
(c) Fasspay will provide the Merchant with all the necessary hardware and/or software to be used for accepting in-app digital payments through the Services.
2.2 Fasspay will provide the Merchant with the Merchant App. A login name and password will be generated for the Merchant App to enable the Merchant to accept in-app digital payments for the products and/or services sold and/or provided by the Merchant to the Users through d-kocek Wallet.
2.3 The Merchant accepts and agrees that Fasspay acts as an intermediary between the Merchant, the Users and Partner. The Merchant accepts and agrees that any payment made by the Users to the Merchant using d-kocek Wallet shall be inclusive of all taxes and miscellaneous charges (if applicable). The Merchant accepts and agrees that all payments and/or transactions through d-kocek Wallet shall be conducted in Ringgit Malaysia only.
2.4 Fasspay may in its sole and absolute discretion undertake (a) scheduled update and/or maintenance on the Services from time to time upon reasonable prior notice to the Merchant; and/or (b) emergency maintenance on the Services at any time without notice to the Merchant. Fasspay or Partner will endeavour to notify the Merchant of the same within a reasonable time. The Merchant agrees and accepts that Fasspay and Partner shall not be liable for any losses incurred by the Merchant as a result of any scheduled update, maintenance and/or emergency maintenance under this Clause 2.4.
2.5 Where applicable, Fasspay may, subject to the relevant charges in the Merchant Application Form, provide and install the necessary equipment and devices (such as a terminal) to enable the Merchant to accept payments from the Users using d-kocek Wallet. The ownership and title to such equipment and devices shall be determined in the Merchant Application Form. The Merchant shall only use the equipment and devices for purposes relating to the Services and its related transactions and for no other purposes.
2.6 No Warranties of Merchantability and Fitness of Use
Fasspay disclaims all warranties, express or implied, written or oral, including but not limited to warranties:-

(a) regarding the merchantability of the Services and/or the fitness for a particular purpose of the Services; and
(b) that Services will be available at all times and that the provision of Services by Fasspay to the Merchant would be uninterrupted and virus and/or malware and/or error free.
3. RESPONSIBILITIES
3.1 Merchant’s Responsibilities
The Merchant agrees and accepts that:

(a) for any sales, marketing and promotional activities, the Merchant shall, to the best of its knowledge, not misrepresent its goods and services, nor will it infringe any laws or regulations or any person’s rights or entitlements;
(b) the Merchant shall be solely responsible for all claims, disputes and issues which may arise in relation to its goods and services being sold, marketed and/or distributed using the Services. In the event of a dispute between a User and the Merchant, Partner shall use reasonable endeavours to help resolve the issue in question and arbitrate between the User and Merchant. The Merchant shall accept Partner’s decision with respect to the disposition of the dispute as final and binding provided the Merchant and the Parties have had a reasonably sufficient opportunity to discuss the relevant issue in question. Any money determined by Fasspay or Partner to be due and payable by the Merchant to the User, shall be paid by the Merchant to Fasspay within fifteen (15) days of a written notice by Fasspay or Partner. If applicable, Fasspay will handle the settlement and refund the money in dispute back to the User after such money has been received by Fasspay from the Merchant. In the event the Merchant fails to abide by Fasspay or Partner’s decision with respect to the resolution of the dispute and to refund the money within the period specified above, Fasspay shall at its sole discretion deduct any such amount from any monies owed by Fasspay to the Merchant from the sale of the Merchant’s goods and/or services through the Services. Notwithstanding the above, Fasspay may pursue any legal means at Fasspay’s disposal to recover the money owed by the Merchant, including without limitation, any legal fees and penalties;
(c) the Merchant shall complete the Merchant Application Form and/or all other processes required in the Merchant App, to enable Fasspay to process payments through the Services, before accepting any payment for the Merchant’s goods and/or services through the Services; and
(d) the Merchant will comply with all applicable laws and regulations. The Merchant will ensure that all necessary tax or regulatory filings regarding the Merchant are completed as required.
3.2 Fasspay’s Responsibilities
Fasspay shall have the following responsibilities in relation to the Services:

(a) Fasspay shall be responsible for providing and maintaining the Services and ensure that Fasspay will be able to render the Services;
(b) Fasspay shall advise the Merchant in writing of the requirements that the Merchant needs to comply with to manage and/or use the Merchant App and/or the Services in connection with the Users. The Merchant undertakes to comply with the foregoing requirements;
(c) Fasspay shall provide the Merchant with all reasonable technical and necessary assistance in connection with the Services. The Merchant undertakes to comply with any directions and/or guidelines by Fasspay in connection with and/or regarding the Services;
(d) Fasspay may from time to time, in its absolute discretion, provide upgrades to the Services and/or offer additional services. The Merchant's continued use of the Services shall be deemed to be the Merchant’s acceptance of such upgrades and additional services and the terms and conditions governing such usage, including without limitation, these Terms and Conditions, as revised or amended from time to time in accordance with Clause 3.2(e) below; and
(e) Fasspay shall give the Merchant at least 21 days’ prior notice through email or through the Services before any variation of these Terms and Conditions.
3.3 The Merchant may use the Services to accept payments from the Users of d-kocek Wallet only where d-kocek Wallet is lawfully operated and/or accepted.
3.4 By using and/or by your continuous use of the Services or any products and/or services provided by the Fasspay Group, whether or not in collaboration with Partner, you are deemed to have agreed to all relevant and applicable terms and conditions, including without limitation these Terms and Conditions and the Privacy Policy and Personal Data Protection Policy.
4. PAYMENT OF SETTLEMENT
4.1 Settlement

(a) Fasspay shall remit the Settlement to the Merchant on the Settlement time period (“Settlement Date”) as set forth in the Merchant Application Form or otherwise agreed by the Parties in writing. For the avoidance of doubt, Fasspay shall remit the Settlement on the Settlement Date, but Fasspay makes no guarantee regarding the actual date of receipt of such Settlement by the Merchant. Fasspay may together with each Settlement to the Merchant provide a report (“Settlement Report”) containing a breakdown of Settlement for the relevant transactions.
(b) Fasspay will remit all Settlement to the Merchant’s designated bank account in Ringgit Malaysia by wire transfer or such other method as agreed by the Merchant in writing.
(c) Fasspay may hold back from the Settlement, any amount of money, required to cover potential or expected refunds and/or Charge Backs (if applicable).
(d) With respect to each Settlement made, the Merchant shall reconcile the Merchant’s sales report against the Settlement Report provided by Fasspay. If the Merchant discovers any discrepancy in the Settlement by Fasspay, the Merchant shall within fourteen (14) days from the Settlement Date notify Fasspay of such discrepancy and provide the relevant supporting documents evidencing the discrepancy, after which the Merchant is deemed to have accepted the Settlement made by Fasspay as correct and conclusive. Where the Merchant notifies Fasspay of a discrepancy within the timeline stated above, the Parties shall resolve the discrepancy in good faith as soon as reasonably practicable.
(e) In the event of any dispute regarding the Settlement or any payment between the Merchant and the Parties, Fasspay shall only remit the undisputed amount or part thereof to the Merchant prior to the resolution of such dispute.
4.2 Disputed Transaction

(a) The Merchant shall only provide the Merchant’s products and/or services to the Users through the Services upon confirmation by Fasspay that the payment using d-kocek Wallet for the particular transaction is successful. The Parties shall not be responsible for the payment of any transactions through d-kocek Wallet that have not been confirmed by Fasspay.
(b) All Disputed Transactions shall be the sole liability of the Merchant. The Parties are not under any obligation or responsibility to investigate any Disputed Transaction. In the event Partner or Fasspay is notified of any Invalid Transaction or Disputed Transaction, Fasspay will notify the Merchant of the same by email or letter and where possible accompanied by the reason for it. Fasspay will classify such transaction as disputed and Charge Back to the Merchant. For the avoidance of doubt, the Merchant agrees and accepts that Fasspay may in its sole and absolute discretion deem a transaction through the Services and/or under these Terms and Conditions as a Disputed Transaction and/or an Invalid Transaction.
(c) Except for transactions that have been confirmed by Fasspay in accordance with Clause 4.2(a) above, the Merchant undertakes to investigate any Disputed Transaction and Fasspay undertakes to investigate, with reasonable assistance from the Merchant, any Invalid Transaction and the Merchant and Fasspay shall take all reasonable steps to resolve any dispute with any Users within fourteen (14) days of the dispute arising in accordance with the procedures for handling such transactions as advised by Fasspay to the Merchant from time to time. Fasspay shall have the right to suspend the processing of a Disputed Transaction or withhold the Settlement to the Merchant in the amount of such Disputed Transaction until the satisfactory completion of any investigation provided that Fasspay has given reasonable prior written notice to the Merchant of its intention to carry out such suspension or withholding. Fasspay shall not suspend the processing of an Invalid Transaction or withhold the Settlement to Merchant in the amount of such Invalid Transaction without the prior written consent of the Merchant unless such Invalid Transaction is unlawful and/or unenforceable for any reason in which case Fasspay shall only be required to give written notice to the Merchant (such notice shall, to the extent permissible and practicable, be given prior to such suspension).
(d) Fasspay may deem any transaction through the Services as an "Invalid Transaction" if:

(i) the transaction was declined for any reason but the same was processed by the Merchant;
(ii) the transaction was incomplete, unlawful and/or unenforceable for any reason; or
(iii) the transaction is found to be a duplicate transaction;
The Merchant shall resolve any disputes, claims or complaints which the Merchant receives from the Users in respect of any Disputed Transaction through the Services. The Parties shall not be held liable in any manner whatsoever in the event there is a dispute between the Merchant and the Users regarding any transaction made through the Services, including but not limited to the quality of the Merchant’s product and/or services, overcharging or late delivery by the Merchant, except, with respect to Fasspay, for transactions that have been confirmed by Fasspay.
4.3 Refund
(a) Where the Users have made payment through d-kocek Wallet and thereafter request for a refund, in the event the Merchant agrees to such refund:-

(i) on the same day when the relevant transaction took place (the “Transaction Day”), the Merchant shall take necessary steps to void and/or cancel the transaction through the relevant feature available on the Merchant App and make sure that such voiding or cancellation is relayed to Fasspay on the same day; and
(ii) after the Transaction Day, the Merchant shall manually refund the Users using cash or such other method as agreed in writing between Fasspay and the Merchant. Except where such refund results from Fasspay’s breach or default, Fasspay is entitled to retain any relevant and/or applicable charges for the Services and bank charges. If the Merchant manually refunds the Users using cash, the Merchant shall notify Partner and Fasspay in writing of such refunds within 21 days of such refunds.
(b) Except where such refund results from Fasspay’s breach or default, Fasspay shall not be held responsible in any manner whatsoever for any losses, claims, damages, costs and/or expenses incurred by the Users and/or the Merchant arising from the refunds in this Clause 4.3.
(c) Fasspay shall not be held responsible for any abuse or misuse of the “void/cancel” function made available to the Merchant on the Merchant App. The Merchant shall be liable to the Parties for all liabilities, losses, damages, costs and expenses incurred by the Parties arising out of or in connection with the misuse of the Merchant App by the Merchant.
5. UNDERTAKINGS
5.1 Intellectual Property Ownership
(a) The Merchant agrees and accepts that:

(i) all intellectual property rights in the Services (where such component of the Services are designed, developed, customised, created and/or built by Fasspay) are and will remain the exclusive property of Fasspay; and
(ii) all use of any content or function in the Services (including without limitation any intellectual property rights in the Services) shall inure solely to the benefit of Fasspay. The Merchant shall not at any time do or suffer to be done any act or thing that will in any way impair the rights of Fasspay in and to the Services.
(b) Nothing in these Terms and Conditions grants to the Merchant, nor shall the Merchant acquire hereby, any right, title or interest in or to the Services or any underlying or third party intellectual property rights inherent therein, or any goodwill associated therewith, other than those rights expressly granted hereunder. These Terms and Conditions shall not affect Fasspay’s right to enjoin or obtain relief against any acts by third parties or trademark infringement or unfair competition or any other action that Fasspay may take to protect Fasspay’s intellectual property rights in any country.
(c) Fasspay and Fasspay’s affiliates, where applicable, shall own all the rights, title and interest, including all related intellectual property rights, in and to the Services, as well as all the rights, title and interest, including all related intellectual property rights, in connection with any suggestions, ideas, enhancement requests, feedback, recommendations and/or other information provided by the Merchant regarding the Services.
(d) These Terms and Conditions do not constitute a sale agreement and do not convey to the Merchant any rights of ownership in or related to the Services or any other intellectual property rights owned by Fasspay and/or Fasspay’s affiliates.
(e) Fasspay’s name, Fasspay’s logo and the Services are trademarks of Fasspay and/or Fasspay’s affiliates and, except as expressly provided herein, no right or license is granted to use them.
(f) For the avoidance of doubt, the term “Services” used herein shall include all its respective components, processes and/or designs.
5.2 Confidentiality
(a) All Confidential Information disclosed or communicated by any party (“Disclosing Party”) to any other Party (“Receiving Party”) or obtained by the Receiving Party from the Disclosing Party in connection with these Terms and Conditions and/or the Services, including but not limited to the business and operations of the Disclosing Party and the provisions of these Terms and Conditions, shall be treated as confidential information by the Receiving Party unless the information:

(i) is or becomes publicly available through no fault of the Receiving Party;
(ii) which the Receiving Party can prove was in the Receiving Party's possession or known to the Receiving Party prior to its receipt from the Disclosing Party;
(iii) was rightfully received by the Receiving Party from a third party without a duty of confidentiality being owed by the Receiving Party to the third party, except where the Receiving Party 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 the Disclosing Party; or
(iv) was independently developed by the Receiving Party without the use of the Confidential Information.
(b) The Confidential Information shall be held in strict confidence by the Receiving Party, using no lesser security measures and degree of care as it uses to protect its own confidential information. In any event, the security measures and the degree of care the Receiving Party uses shall, as a minimum, comply with the standards imposed by applicable laws, including the Malaysian Personal Data Protection Act 2010 (“PDPA”). The Receiving Party shall further ensure that the Confidential Information is secured from any unauthorized access, from internal and external parties and that all Confidential Information used, stored and/or processed shall be free from virus, malware or other malicious codes.
(c) The Confidential Information shall only be used, copied, reproduced, distributed or disclosed by the Receiving Party strictly for the purposes contemplated under these Terms and Conditions only. The Confidential Information may, however, be disclosed:

(i) to the Receiving Party's employees or the Receiving Party's legal and/or financial advisers, on a strict need to know basis, to implement or perform these Terms and Conditions provided that such employees and advisers are subject to and maintain the confidentiality obligations under these Terms and Conditions, and the Receiving Party shall be liable to the Disclosing Party for any damages, losses, cost and expenses suffered or incurred by the Disclosing Party arising out of or in connection with any breaches thereof by its employees and advisers; and/or
(ii) if its disclosure becomes mandatory pursuant to any applicable laws, acts of any governmental or regulatory authority or rules of any stock exchange or is required by a court of competent jurisdiction.
(d) In the event the Receiving Party is required to disclose any Confidential Information pursuant to any applicable laws, acts of any governmental or regulatory authority or rules of any stock exchange or is required by a court of competent jurisdiction, the Receiving Party:

(i) shall where practicable and lawful give at least twenty-four (24) hours’ notice to the Disclosing Party that it is required to disclose the Confidential Information so that the Disclosing Party has an opportunity to protect the confidentiality of its Confidential Information; and
(ii) shall provide the Disclosing Party with a copy of the Confidential Information that the Receiving Party is to disclose.
(e) Upon the expiry or termination of these Terms and Conditions, the Receiving Party shall promptly return to the Disclosing Party or, where requested by the Disclosing Party, destroy all such Confidential Information and immediately cease using all Confidential Information. Where required by the Disclosing Party, the Receiving Party shall provide to the Disclosing Party a written undertaking confirming that it has fully complied with the requirements of this Clause 5.2 and that the Receiving Party is not in possession or control of any Confidential Information.
(f) The Receiving Party shall ensure that each of the Receiving Party's personnel complies strictly with the obligations under this Clause 5.2. The Receiving Party accepts and agrees that the Disclosing Party shall be entitled to obtain injunctive relief, or any other restraining or appropriate order against the Receiving Party, in the event of any disclosure, or any threat or disclosure, of Confidential Information. The obligations of the Receiving Party in this Clause 5.2 shall survive for a period of five (5) years after the termination or expiry of these Terms and Conditions.
5.3 Violation by the Merchant
The Merchant shall not engage and/or attempt to do any of the following:

(a) tamper, hack, reverse-engineer, modify or otherwise corrupt the Services or the Merchant App (including without limitation the security and functionality of the Services or the Merchant App);
(b) Use the Services for money laundering activities;
(c) use the Services for any unlawful, illegal and/or immoral activities and/or purposes, including but not limited to violation of the laws of Malaysia and/or BNM policy documents, rules and/or guidelines; and
(d) manipulate, exploit or tamper with the Services and/or Merchant App in anyway which Fasspay may in its absolute discretion deem improper, irregular and/or dishonest.
6. REPRESENTATIONS, WARRANTIES AND LIABILITIES
6.1 By using the Services, you represent and warrant that you have the full right, authority, power, approvals and capacity to use the Services and to enter, execute, perform and adhere to these Terms and Conditions, which constitute valid and binding obligations enforceable against you in accordance with these Terms and Conditions.
6.2 The Merchant covenants, represents and warrants that:

(a) the Merchant shall comply with all applicable consumer, personal data protection and other laws and regulations with respect to:

(i) the Merchant’s use of the Services;
(ii) the Merchant’s dealings with the Users; and
(iii) the Merchant’s processing, use and disclosure of any Users' personal data.
(b) the Merchant shall ensure the safety and confidentiality of the login name and password of its Merchant App account and shall be liable to the Parties for all liabilities, losses, damages, costs and expenses incurred by the Parties arising out of or in connection with the misuse of the Merchant App by the Merchant. The Merchant shall immediately notify Partner upon learning of any unauthorized use of its login name and/or password of its Merchant App account;
(c) the Merchant shall observe and comply with the guidelines, procedures or such other updates as provided by Fasspay from time to time during the term of these Terms and Conditions;
(d) the Merchant shall promptly install any updates, fixes and patches whenever they are made available or the Merchant is notified of its availability by Fasspay;
(e) the Merchant has the full legal right and/or authority to offer and/or provide the applicable products and/or services and shall at its own cost obtain and maintain the necessary licenses and approvals from the relevant government or regulatory body for the provision of its products and/or services and the performance of its obligations under these Terms and Conditions;
(f) the Merchant shall be solely responsible for all the issues encountered by the Users with respect to the products and/or services sold by the Merchant, including but not limited to the charges imposed on the Users for the provision of the Merchant’s products and/or services, order fulfilment, order returns, refunds, exchanges, adjustments, rebates, functionality, warranty, technical support, customer complaints and feedback concerning experiences with the Merchant’s personnel, policies or processes and the Merchant shall bear any and all expenses and/or costs relating thereto;
(g) the Merchant shall not conduct any unlawful or illegal transactions using the Services.
(h) the Merchant shall immediately report to Partner upon the discovery of any fraud, theft, loss, unauthorized usage or any other occurrence of unlawful or illegal acts in relation to the Services, Merchant App, d-kocek Wallet and/or its respective use. The Merchant agrees to lodge a police report whenever instructed by Partner or Fasspay and to give Partner and/or Fasspay a certified copy of such report;
(i) the Merchant shall cooperate with Fasspay and provide all transaction related details required by any relevant government or regulatory body;
(j) the Merchant shall not charge the Users any additional fees or charges on top of the price of the goods and/or services provided by the Merchant, other than sales and/or service taxes imposed by law (if applicable);
(k) the Merchant shall keep proper accounts and correct copies of all documents/records relating to the transactions made using the Services and Fasspay shall, upon reasonable notice, be allowed at any reasonable time during normal business hours to inspect or take copies of all such documents and shall preserve such documents and records for a period of at least two (2) years from the transaction date of any transaction made using the Services;
(l) the Merchant shall not use the Services and/or the Merchant App in any manner and/or engage in any activities which are prejudicial to the Parties and/or in any manner which would bring disrepute to the Parties, all of which shall be determined by Fasspay and Partner in their reasonable discretion;
(m) the Merchant shall ensure that the account registered by the Merchant on the Merchant App remains personal to itself and it shall not register an account on behalf of any third party or in any way transfer or assign its Merchant account to any third party without the prior written consent of Fasspay; and
(n) where relevant and/or applicable, the Merchant shall be solely responsible for the management of all its Merchant App accounts (whether or not such Merchant App accounts are used in one or more premises) and Fasspay shall not be responsible for any consequences arising from the abuse or misuse of the Services.
6.3 In providing the Services, Fasspay represents and warrants that it has the full right, authority, power, approvals and capacity to provide the Services and to enter, execute, perform and adhere to these Terms and Conditions, which constitute valid and binding obligations enforceable against it in accordance with these Terms and Conditions.
6.4 Fasspay covenants, represents and warrants that:

(a) (a) it shall comply with all applicable consumer, personal data protection and other laws and regulations with respect to:
(i) the provision of the Services; and
(ii) Fasspay’s processing, use and disclosure of any of the Merchant’s or Users’ personal data;
(b) Fasspay shall ensure that the Services comply with Good Industry Practice;
(c) Fasspay has the full legal right and authority to offer and provide the Services and shall at its own cost obtain and maintain the necessary licenses and approvals from the relevant government or regulatory body for the provision of the Services and the performance of its obligations under these Terms and Conditions; and
(d) Fasspay shall immediately inform the Merchant upon the discovery of any fraud, theft, loss, unauthorized usage or any other occurrence of unlawful or illegal acts in relation to any transactions made or carried out through the Services.
6.5 Pursuant to the Credit Reporting Agencies Act 2010 (“CRA”), Central Bank of Malaysia Act 2009 and all other relevant laws and regulations, you hereby expressly give your consent to Fasspay and Partner or any other third party appointed by Fasspay (including without limitation, CTOS Data Systems Sdn. Bhd. (“CTOS”) or RAM Credit Information Sdn. Bhd. (“RAMCI”) or other registered credit reporting agencies under the CRA) to process your information and personal data (including without limitation the personal data of your shareholders, officers and/or employees) (“Data”).

By giving this consent: -

(a) you understand, agree and accept that Fasspay may conduct background/business/credit/trade checks and CCRIS checks on you or your shareholders, officers and/or employees at any time for any one or more of the following purposes for as long as Fasspay has a business/trade relationship with you:
(i) Pre-screening a prospective client / customer / supplier / contract;
(ii) Opening of account;
(iii) Credit / Account monitoring;
(iv) Debt recovery Credit / Account evaluation;
(v) Credit / Account review; and
(vi) Legal documentation consequent to a contract or facility granted;
(b) you hereby expressly give your consent to CTOS, RAMCI and all other credit reference agencies under the CRA to release your credit report/credit information to Fasspay (including Fasspay’s agents or Fasspay’s affiliated companies) for the abovementioned purposes; and
(c) you hereby expressly give your consent to Fasspay to process the Data pursuant to the PDPA.
6.6 Limitation of Liability
Except as otherwise specifically set forth in these Terms and Conditions, the Services provided by Fasspay, in collaboration with Partner, is provided by Fasspay without any warranty, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. In no event will any party be liable to any other party for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with these Terms and Conditions, even if it has been advised of the possibility of such damages. Notwithstanding anything to the contrary in these Terms and Conditions, in no event will Fasspay’s aggregate liability to the Merchant exceed the total sum of the fees and commissions for the Services paid or payable by the Merchant to Fasspay.
6.7 Liability
The Merchant shall be liable to Fasspay and/or Partner for all losses, damages and claims and reasonable costs and expenses in respect of or in connection with any and all actions, suits, claims, demands and/or proceedings brought against Fasspay and/or Partner with respect to, in connection with or resulting from:

(a) breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under these Terms and Conditions; and
(b) any claim brought by a User with respect to the products and/or services provided by the Merchant (including any refund regarding such products and/or services), unless such losses, damages, claims, costs and expenses arise out of or in connection with any fraud, negligence or wilful misconduct of, or any breach of these Terms and Conditions by, Fasspay, Partner and/or any third parties not controlled by the Merchant. For the avoidance of doubt, the Merchant shall not be liable for any losses, liabilities, costs and/or expenses which arise out of the fraud, negligence or wilful misconduct of, or any breach of these Terms and Condition by, Fasspay, Partner and/or any third parties not controlled by the Merchant.
7. PRIVACY POLICY AND PERSONAL DATA PROTECTION POLICY
7.1 You agree and consent to Fasspay using and processing your Personal Data for the Purposes and in the manner as identified hereunder.
7.2 This Privacy Policy and Personal Data Protection Policy (“Privacy Policy”) describes how Fasspay collects your Personal Data, the use of the Personal Data, the disclosure of the Personal Data and how you can contact Fasspay to request access to your Personal Data and seek correction of your Personal Data.
7.3 For the purposes of these Terms and Conditions, “Personal Data” means information about you, from which you are identifiable, including but not limited to your name, identification card number, birth certificate number, passport number, nationality, address, telephone number, credit or debit card details, race, gender, date of birth, postal address, email address, other contact details, identification details, payment details, IP address, network information, device and user identifiers, financial account details and any information about you which you have provided to Fasspay in registration forms, application forms or any other similar forms in connection with d-kocek Wallet, the Services or the Merchant Application and/or any information about you that has been or may be collected, stored, generated as a result of your use of d-kocek Wallet or the Services.
7.4 This Privacy Policy also serves as a Personal Data Protection Notice pursuant to the PDPA.
7.5 The provision of your Personal Data to Fasspay is voluntary. However, if you do not provide Fasspay your Personal Data, your request for the Services may be incomplete and Fasspay will not be able to process your Personal Data for the Purposes outlined below and Fasspay may not be able to allow you to use the Services.
7.6 Fasspay may use and process your Personal Data for business and activities of Fasspay which shall include, without limitation the following (“Purposes”)::
(a) to perform Fasspay’s obligations in respect of any contract entered with you;
(b) to provide you with any services pursuant to these Terms and Conditions;
(c) to process, manage or verify the Merchant Application for the Services pursuant to these Terms and Conditions;
(d) to validate and/or process payments pursuant to these Terms and Conditions;
(e) to process any refunds, rebates and or charges pursuant to these Terms and Conditions;
(f) to facilitate or enable any audit, investigation or checks as may be required pursuant to these Terms and Conditions;
(g) to develop, enhance and provide the Services pursuant to these Terms and Conditions;
(h) for internal administrative purposes, such as auditing, data analysis, database records or operational, planning, product or service development, troubleshooting and research requirements;
(i) for purposes of detection, prevention and prosecution of crime including in relation to its obligations under Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 or any applicable law;
(j) for Fasspay to comply with its obligations under applicable laws or regulations (whether in Malaysia or overseas, including disclosing such Personal Data to Malaysian and overseas law enforcement agencies or courts);
(k) for any communications with you to ensure customer satisfaction, including without limitation to conduct surveys or to notify you of any changes to these Terms and Conditions; and
(l) to respond to questions, comments and feedback from you.
7.7 In addition to the above, Fasspay may wish to communicate with you either by email, telephone or text message in relation to the following matters (“Marketing Purposes”):

(a) to process your participation in any events, promotions, activities, focus groups, research studies, contests, promotions, polls, surveys or productions and to communicate with you regarding your attendance thereto;
(b) to send you alerts, newsletters, updates, mailers, promotional materials, special privileges and festive greetings from Fasspay, its affiliates, partners, advertisers and/or sponsors;
(c) to notify and invite you to events or activities organized by Fasspay, its affiliates, partners, advertisers and/or sponsors; and/or
(d) to share your Personal Data amongst the companies within the Fasspay Group and with the Fasspay’s and Fasspay Group’s agents, third party providers, developers, advertisers, partners, event companies or sponsors who may communicate with you for marketing or promotional purposes.
7.8 If you do not consent to Fasspay processing your Personal Data for any of the Marketing Purposes, please immediately notify Fasspay through www.fasspay.com or via Fasspay’s Customer Service telephone number at 03-7494 1222.
7.9 You are responsible for ensuring that your Personal Data is accurate, true, complete and kept current. If any of the Personal Data that you have provided to Fasspay changes, for example, if you change your email address, telephone number or payment details or if you wish to cancel your Merchant Application or withdraw your permission to receive communications for Marketing Purposes, please update your details by sending your request to the support contact details through www.fasspay.com and/or via Fasspay’s Customer Service telephone number at 03-7494 1222. Fasspay shall, to the best of its abilities, effect such changes as requested within fourteen (14) working days of receipt of such notice of change.
7.10 Fasspay may transfer your Personal Data to its affiliates, service providers, consultants and advisers (whether in Malaysia or overseas) for the purpose of using such data in the operations of the Designated Payment Instruments that are provided to Fasspay by such affiliates, service providers, consultants and advisers. Fasspay will ensure such affiliates, service providers, consultants and advisers process and protect your Personal Data in accordance with applicable law.
7.11 Fasspay is committed to full compliance with the provisions of the PDPA. Fasspay will retain your Personal Data for as long as legally required or for as long as necessary to provide the Services to you or for any other purposes set out in this Privacy Policy. Fasspay will take reasonable steps to destroy or permanently delete your Personal Data in Fasspay’s custody if your Personal Data is no longer needed for the purposes set out above. Should you wish to request access to your personal data, or if you have any enquiries or complaints in respect of Fasspay’s processing of your personal data for the purposes specified herein, an officer may be communicated with in writing to Fasspay through www.fasspay.com or via Fasspay’s Customer Service telephone number at 03-7494 1222.
7.12 You agree and accept that you shall strictly comply with the provisions of the PDPA, where relevant and/or application, governing your use of the Services.
8. MISCELLANEOUS
8.1 Consent to Specific Performance
The Merchant and the Parties hereto agree that it might be impossible to measure in money the damages which would accrue to the Merchant or the Parties by reason of failure to perform certain obligations hereunder. The Merchant, Partner and Fasspay shall therefore be entitled to seek injunctive relief, including specific performance, to enforce such obligations and to bring any action in equity to enforce any of the provisions of these Terms and Conditions. The Merchant, Partner and Fasspay shall not raise the defense that damages are an adequate remedy in law.
8.2 Notices

(a) Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid, to the addresses stated in this Clause 8.2 or to such other address as the Parties may designate by written notice.
(b) Any such notice or communication shall be deemed duly given: (i) in the case of personal delivery and courier service, upon delivery and receipt of written acknowledgement thereof; (ii) in the case of registered mail, five days after posting, provided that if such day is not a Business Day or such time is not during normal business hours then delivery shall be deemed to have occurred on the following Business Day; and (iii) if sent by electronic mail, twenty-four (24) hours after electronic mail is sent provided always that a copy thereof is sent by post thereafter.
To Partner:
Attention : d-kocek Wallet Team
Address : 16-4-1, Jalan Semarak Api 2, Off Jalan Gombak, Diamond Square, 53000 Wilayah Persekutuan Kuala Lumpur
Email : support@dkocek.com
To Fasspay:
Attention   : Fasspay Wallet Team
Address     : Level 15, Unit 15-15, 2A, Q Sentral, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, 50470 Wilayah Persekutuan Kuala Lumpur
Email        : wallet.support@fasspay.com
8.3 Entire Agreement
These Terms and Conditions constitute the entire agreement between the parties hereto with respect to the subject matter contemplated hereunder and supersede all prior oral and written agreements, memoranda, understandings and undertakings between the parties hereto relating to the subject matter of these Terms and Conditions.
8.4 Waivers and Amendments, Non-Contractual Remedies and Preservation of Remedies

(a) Fasspay may in its sole and absolute discretion amend, revise, vary, modify or update these Terms and Conditions in accordance with Clause 8.4(c) below. By your continuous use of the Merchant App and/or the Services, you are deemed to have read and agree to any such amendment, revision, variation, modification or update to these Terms and Conditions. You should check this page from time to time to see the changes. Fasspay may suspend or cancel your Merchant App account or your eligibility to use the Services at any time if any of the circumstances under Clause 9.1(a) arise in respect of you provided that Fasspay has given you reasonable prior written notice of its intention to carry out such suspension or cancellation.
(b) No delay on the part of the Merchant or the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege preclude any further exercise thereof of the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the Merchant or the Parties may otherwise have at law or in equity.
(c) Fasspay and/or Partner shall give the Merchant at least 21 days’ prior notice through email or through the Services before any variation of these Terms and Conditions.
8.5 Successors and Assigns

(a) The Parties shall have the right to assign, novate or transfer all or any part of its interest in these Terms and Conditions without the prior written consent of the Merchant. The Parties may carry out their obligations under these Terms and Conditions through any representative or sub-contractors appointed by them in their sole and absolute discretion.
(b) The Merchant shall not assign, novate, transfer or in any way sub-contract, assign, novate, transfer or make over these Terms and Conditions or its rights or obligations hereunder without the prior written consent of Fasspay and Partner. Any purported subcontracting, assignment, novation, transfer or disposition of these Terms and Conditions or any part thereof without such prior written consent of Fasspay and Partner shall be void and have no effect. Subject to this Clause 8.5, these Terms and Conditions shall be binding upon and shall inure to the benefit of Fasspay, Partner, the Merchant and their successors and permitted assigns.
8.6 Severability
If any provision of these Terms and Conditions is held to be void, invalid or unenforceable, such provision shall be severed and the remaining provisions of these Terms and Conditions shall remain valid and shall be enforced to the fullest extent under law.
8.7 Force Majeure
(a) No party shall be liable for any cost or otherwise for any delay and/or failure in the execution of its obligations under these Terms and Conditions if such delay or failure is due to Force Majeure. “Force Majeure” shall mean any factors or impediments that are beyond the relevant party’s reasonable control and that it could not reasonably be expected to have taken the relevant factor or impediment into account at the time of the conclusion of these Terms and Conditions or to have avoided its consequences, including but not limited to war, revolution, insurrection, riots, blockage or embargo, emergency, accident, fire, earthquake, flood, storm, industrial strikes, lockouts or other labour disputes not instigated or caused by the defaulting party for the purposes of avoiding its obligations herein, pandemics and viral outbreak, provided that an event of Force Majeure shall not include economic downturn, non-availability or insufficient funds or lack of financing on the part of the defaulting party to carry out its obligations under these Terms and Conditions.
(b) If any party is prevented or delayed in the performance of any obligation under these Terms and Conditions by an event of Force Majeure, the defaulting party shall give written notice thereof to the other parties within seven (7) days of the happening of such event, specifying the details constituting the Force Majeure event and the anticipated period during which such prevention, interruption or delay may continue.
(c) Where possible the parties shall diligently mitigate or remove the effects of a Force Majeure event. Any party upon receipt of the notice of a Force Majeure event shall confer promptly with the other parties and agree upon a course of action to remove or alleviate the effects of such Force Majeure event and shall seek reasonable methods of resuming full performance of the obligations and achieving the objectives under these Terms and Conditions.
8.8 Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and all disputes shall be submitted to the non-exclusive jurisdiction of the courts of Malaysia.
8.9 No joint venture, partnership, employment or relationship between a principal and agent exists between the Parties and the Merchant or any other third party merchant or provider as a result of these Terms and Conditions or the use of the Merchant App or the Services.
8.10 Fasspay wishes to highlight to the Merchant that the Merchant may use the BNM BNMLINK and BNM TELELINK services regarding issues surrounding the conduct and activities of BNM regulated entities, including the issuers of Designated Payment Instruments such as Fasspay. Fasspay is committed to giving its full cooperation with BNM and encourages the Merchant to make full use of the BNM BNMLINK and BNM TELELINK services if they wish to do so. The details of BNM BNMLINK and BNM TELELINK are set out below:
BNMLINK
(Walk-in Customer Service Centre)
Ground Floor, D Block,
Jalan Dato' Onn
50480 Kuala Lumpur
Tel: +603-2698-8044 extension 8950 / 8958 (BNMLINK general line)
BNMTELELINK
Laman Informasi Nasihat dan Khidmat (LINK)
Bank Negara Malaysia
P.O. Box 10922
50929 Kuala Lumpur
Tel: 1-300-88-5465 (1-300-88-LINK)
(Overseas: +603-2174-1717)
Fax: +603-2174-1515
Email: bnmtelelink@bnm.gov.my
8.11 The Parties wish to highlight to the Merchant that the Parties shall not in any manner be liable to the Merchant for any loss incurred by the Merchant, including without limitation, any loss sustained by the Merchant arising from the insolvency of Partner and/or Fasspay or resulting from lost or stolen e-money instruments or fraudulent transactions, whether or not through the use of the Services by the Merchant.
9. TERMINATION
9.1 These Terms and Conditions can only be terminated at the end of the term or duration specified in the Merchant Application Form or if:

(a) the Merchant, Partner or Fasspay is in breach of any of its payment obligations under these Terms and Conditions and such breach is not rectified within thirty (30) Business Days from the date of receipt of a notice to rectify the same by the Merchant, Partner or Fasspay; or
(b) the Merchant, Partner or Fasspay is in breach of any of its other obligations under these Terms and Conditions and such breach (if capable of being rectified) is not rectified within thirty (30) Business Days from the date of receipt of a notice to rectify the same by the Merchant, Partner or Fasspay; or
(c) an order is made for the winding up or dissolution of the Merchant, Partner or Fasspay, other than for the purposes of reconstruction; or
(d) a receiver, manager, administrator, trustee or similar official is appointed of all or part of the assets or undertaking of the Merchant, Partner or Fasspay; or
(e) the Merchant enters into, or resolves to enter into, any arrangement or composition or compromise with, or assignment for, the benefit of its members or creditors other than with the consent of the Parties; or
(f) the Merchant, Partner or Fasspay ceases to carry on business, then such person is to be taken to have defaulted under these Terms and Conditions and any other non-defaulting person may, by notice to the defaulting person, terminate these Terms and Conditions and claim for all losses and damages suffered as a result of such default by the defaulting person. The date when such termination takes effect shall be referred to as “Termination Date”.
9.2 Obligations of the Merchant upon Expiry or Termination of these Terms and Conditions
Upon the expiry or termination of these Terms and Conditions, the Merchant shall (without prejudice to other rights and remedies available to the Parties):

(a) no longer represent itself as a Merchant affiliated with Partner or Fasspay;
(b) without limiting Clause 9.2(a), terminate the development and implementation of any advertising or marketing programmes contemplated herein and remove all promotional materials of the Parties from the Merchant’s website or at the Merchant’s premises;
(c) pay all outstanding fees to Fasspay or Partner within seven (7) days of the receipt of the final invoice from Fasspay or Partner; and
(d) return to Fasspay, all devices or hardware belonging to Fasspay in its possession within fifteen (15) days of the Termination Date (where applicable). All devices or hardware must be returned in proper working order (including without limitation any related accessories provided to the Merchant) to Fasspay’s registered address at Merchant’s expense. If the Merchant fails to return such devices or hardware and related accessories within the time specified above, Fasspay may impose charges for such devices or hardware.
10. ANTI-BRIBERY AND ANTI-MONEY LAUNDERING
In performing these Terms and Conditions, each party shall (a) comply with all applicable anti-bribery and anti-corruption laws and regulations, including the Malaysian Anti-Corruption Commission Act 2009, US Foreign Corrupt Practices Act and UK Bribery Act, together with any related regulations and guidance (collectively, the “Anti-Bribery and Anti-Corruption Laws”); (b) not act in any way that is or could be construed as a violation of any Anti-Bribery and Anti-Corruption Laws, including not offering any bribe or making any facilitation payment to any public official or other person; (c) ensure that it has appropriate internal procedures within its organisation to prevent bribery by its workforce and any other person under its control; (d) comply with all applicable laws and regulations relating to anti-money laundering, counter terrorist financing and financial and economic sanctions regimes (collectively, the “Anti-Money Laundering Requirements”); (e) not do anything that may cause the other parties or any of their affiliates to breach any Anti-Bribery and Anti-Corruption Laws or any Anti-Money Laundering Requirements; and (f) if it, in connection with or relating to its obligations under these Terms and Conditions, is asked to partake in any activity that is in violation of any Anti-Bribery and Anti-Corruption Laws, or becomes aware of any such conduct by its workforce or any other person under its control concerning or relating to these Terms and Conditions, immediately report the details of this to the other parties. Each party must promptly notify the other parties in writing of any breach of this Clause 10. If any party breaches or appears to breach this Clause 10, any other party may, without notice and without liability, immediately terminate these Terms and Conditions.