TAPAYBIZ TERMS AND CONDITIONS
The Services are made available by Fullrich Malaysia Sdn Bhd(“FMSB”) to you at its sole and absolute discretion and by using the Services upon Activation, you unconditionally: –
- acknowledge that you have read and fully understood these Terms and Conditions and agree to be bound by these Terms and Conditions; and
Any person that you allow to access the Service using your Account shall also be bound by these Terms and Conditions. If you do not accept these Terms and Conditions, please do not continue with the registration process or Activation or the use of this Service(s).
- TaPay is engaged in the business of providing payment solutions and services via Mobile Apps, including deployment of QR Code & mobile POS payment acceptance devices.
- TaPay offers real-time purchasing capability of the goods and/or services between customer and merchant through the use of e-payments.
- TaPay owns and operates a network of e-payment platform which enable a Merchant to electronically authorize, capture and submit charges at the App to the Customers.
- The Merchant is engaged in the business of selling item, merchandise and/or services that accept e-payment transaction.
- The Merchant is desirous of appointing TaPay for the provision of the Service and other related products and services subject to and based on the terms and conditions as set out in this Agreement.
|“Access Password”||means the personal identification number to be used by the Merchant when accessing TaPay App to transact or enquiries for the Transaction process through TaPay, which may be changed by the Merchant with prior notification to TaPay;|
|“Acquiring Bank”||means the financial institution to which TaPay will route Transaction data for authorisation, clearing and settlement purposes;|
|“Agreement”||this Agreement including the schedules, annexes and any amendments and variations made in accordance with this Agreement;|
|“App” or “the App”||refers to the e-wallet App developed by the Company known as “TaPay”;|
|“Card”||means a current credit, debit or charge card that TaPay may accept for processing, as notified to Merchant from time to time;|
|“Card Issuer”||means a financial institution that issued the Card to the Customer;|
|“Charge Back”||means an invalid or disputed Transaction which the TaPay identifies as being invalid or non-collectible after initial acceptance on account of fraud, lost/cancelled/unissued/invalid account identification, unresolved customer complaint or other cause which may be charged ultimately to the Merchant;|
|“Customer”||means any person making a purchase or desiring to make a purchase of the Merchant’s goods, products or services through the App;|
|“E-Wallet”||refers to an electronic application that allows an individual to make electronic transactions. This includes purchasing items online using a smartphone from a Merchant;|
|“Product”||means products that are sold or distributed by Merchant;|
|“Merchant Discount”||the amount chargeable by TaPay as the case may be to the Merchant at the rate in percentile (as outlined in Schedule 3) which rate may be reviewed from time to time by TaPay of the successful transaction which sums shall be deducted from the amount of Charges presented to TaPay before payment to the Merchant;|
|“Ringgit Malaysia”,||means lawful currency of Malaysia;|
|“Refund”||means a Transaction that is reversed with the intention of crediting the Customer’s account;|
|“Settlement Period”||means the period between the date of the Transaction and the date on which Settlement in respect of that Transaction is due to Merchant;|
|“Settlement”||means the amount due to Merchant, expressed in the currency notified by TaPay to Merchant, calculated in accordance with Schedule 3;|
|“Services”||means services that are offered by Merchant;|
|“TaPay App”||means the App providing secured online payment service to Merchant via e-wallet;|
|“TaPayBiz App”||Means the App provided to Merchants onboarded by the Company for the Merchants to keep track of all transactions made to the merchant; and|
|“Transaction”||means any payment (or refund) made by the use of TaPay to the Customer’s account.|
- TaPay’S UNDERTAKINGS
- TaPay has the power to enter into this Agreement and not under any disability or prohibition which might prevent it from performing or observing any obligation under this Agreement; and
- TaPay will comply with the standard and guidelines under rules, regulation and Acts as required by the laws in Malaysia.
- MERCHANT’S OBLIGATIONS
- Merchant agrees that it shall not perform or fail to perform any act or operate any business that violates federal, state or local law of Malaysia, as well as laws of any countries in which Merchant does business;
- The Merchant shall display prominently, the brand name and logo of TaPay and all other marketing or publicity materials that may be provided by TaPay, on or about the premises or website of the Merchant;
- The Merchant shall keep properly the original receipts and relevant transaction record for at least eighteen (18) months from the date of Transaction. Merchant will provide such copies to TaPay within five (5) Business Day of such request to do so being received by Merchant from TaPay;
- TaPay shall be entitled to request for a valid invoice together with supporting documents, where applicable and upon the conditions for such payment as stated above having been fulfilled, before releases any payment to the Merchant;
- Merchant warrants that information provided to TaPay in connection with Merchant’s application for the Products and Services is correct and that no information has been withheld which, if provided, could have materially affected TaPay’s decision to enter into this Agreement;
- In the event of dispute over an invoice or part thereof, TaPay shall only pay the undisputed amount in the invoice or part thereof prior to the resolution of such dispute;
- Invoices issued by Merchant shall not contain any terms which would add additional terms or would amend, alter, revise or vary the terms as contained in this Agreement. In the event the invoices contain any such term, the Parties agree that such terms shall not apply to this Agreement;
- The Merchant shall immediately notify TaPay in accordance with clause if:
- There is any change in the nature of the product or services offered by Merchant;
- Change of the business email, telephone number or address; or
- Change of management and/or shareholder of the Merchant
- The Merchant shall ensure that the Transaction password is not disclosed to any unauthorised persons at all times during the Term.
- TaPay shall carry out all Transactions, issued or purportedly issued by the Merchant through the TaPay Apps in accordance with the terms of this Agreement; and
- The Merchant shall resolve directly with the Customer, any claims or complaints made by the Customer in respect of any purchase of goods, products or services made by the way of TaPay Transaction and the Merchant shall have no right of recourse against TaPay in the event the Customer disputes the underlying contract of sale for such TaPay Transaction for any reasons whatsoever including without limitation the quality, overcharging or late delivery, of that good, product or service.
- THE RELATIONSHIP
- In providing the Service, the Parties agree that:-
- TaPay shall act as a facilitator to help the Merchant accept payments from the Customer;
- TaPay will act in accordance with instructions of the Merchant’s authorized representatives provided that such instructions are within the scope of the Service to be provided by TaPay and such instruction does not against any laws and regulations; and
- TaPay acts solely as an e-wallet service provider by creating, hosting, maintaining and providing its Service to the Merchant via the Apps. TaPay does not have any control over the products or services that are transacted by the Merchant. Accordingly, TaPay does not have any onus or liability whatsoever to ensure that the buyers or sellers that transacts with the Merchant with will actually complete the transaction.
- Notwithstanding the provision of the Service by TaPay and any of the terms of this Agreement to the contrary, the Merchant acknowledges that:-
- TaPay is an e-wallet payment service that is regulate under the guidelines of e-money provider by Bank Negara Malaysia; and
- TaPay does not act in the capacity of a trustee, fiduciary party or escrow agent in respect of the Merchant’s funds, but it acts as a custodian only. The Merchant agrees that it shall not receive interest or other earnings on the funds handled or processed by TaPay on behalf of the Merchant and that TaPay shall be entitled to the interest accrued on such funds (if any).
- The Merchant shall at its own cost and expense register with the Bank and to obtain a merchant account prior to the provision of the Service by TaPay to the Merchant.
- TaPay will use their best endevour to ensure their system and Service comply with all the laws and regulation failing which either Party shall have the right to terminate this Agreement and the parties shall not have any further rights under this Agreement.
- TaPay reserves the right to make any alteration or changes to the Service, or any part thereof, or suspend or terminate the Service or any part thereof without prior notice and TaPay shall not be liable for any loss or inconvenience to you resulting there from.
- TaPay reserves the right at its absolute discretion, from time to time, to vary, add to or otherwise amend these Terms and Conditions or any part. TaPay will give a minimum of twenty-one (21) days notice for any amendments and/or variation made to this terms and conditions. Your continued use of the Service after the effective date of any variation, addition or amendments to these Terms and Conditions shall constitute your unconditional acceptance of such variations, additions or amendment.
- Unless otherwise notified by you, you agree that TaPay may send you notifications relating to promotional and marketing activities from time to time. You may opt out from receiving any promotional or marketing messages from TaPay by unsubscribing via email or contacting customer service.
- AUTHORISATION OF TRANSACTION
Acceptance of Transaction shall not in any way binding on TaPay as to the validity of any Transaction or Transaction receipts, TaPay shall not honour any Transaction which in the opinion of the TaPay is not genuine. TaPay also gives Merchant no assurance that it shall not exercise any Charge Back or other rights of reductions or set-off under this Agreement even where such Transaction has been authorized.
- FEES AND SETTLEMENT
- TaPay shall transfer payment to the Merchant in respect of each completed transaction in the manner as set forth in the onboarding form.
- The details as to the method and payment of settlement, service charge, maintenance fee and security deposit are set forth in onboarding form. All the fees shall exclude all the applicable tax (including but not limited to Goods and Services Tax (if any).
- CHARGE BACK & DISPUTED TRANSACTION
- TaPay shall not be responsible and liable to Merchant in the event a Customer disputes a TaPay Transaction.
- TaPay shall use their best endevour to provide assistance on information about the dispute transaction, but TaPay shall not under any obligation or responsibility to investigate any disputes on the TaPay Transactions. The investigation on the Dispute Transaction shall perform by Police Diraja Malaysia, Cyber Crime Unit.
- Where TaPay is notified of any invalid or Disputed Transactions, TaPay will notify Merchant of the same by email, fax or letter and wherever possible, accompanied by an explanation of the reason for it. TaPay will classify the Transaction as disputed and debit it back to Merchant. Merchant agrees to investigate Disputed Transactions and take all reasonable steps to resolve disputes with Customers within fourteen (14) days and follow the procedures for handling Disputed Transactions which TaPay advises from time to time. TaPay has the right to suspend the processing of any Transaction or withhold Settlement to Merchant of the amount of that Transaction until the satisfactory completion of any investigation.
- Where there is TaPay transaction to be refunded to a Customer, the amount will be debited from Merchant account, therefore, Merchant shall through a pre-identified authorised person advice TaPay either by such automated systems as TaPay shall make available to Merchant from time to time, or by hand or post on the Merchant letterhead with the authorized person signature affixed thereto.
- Refunds will only be made to the Account upon which the original Transaction was debited and not by any other method.
- The refunds request will only be entertained within four (4) business days from the date of the Transaction.
- The occurrence of the Refunds shall not exceed (2) two times per month, exceeding (2) two times per month will incur a service charge specified in Schedule 3.
Termination due to the default of the Merchant
- Subject to clause 5.0(d), upon the happening of any of the events set out below TaPay may, at its absolute discretion, forthwith, by giving notice in writing to the Merchant, terminate this Agreement without prejudice to any other remedy TaPay may have against the Merchant:
- If and whenever there shall be a breach of or non-observance or non-performance of any of the terms, covenants or conditions contained herein and on the part of the Merchant and/or its employees to be observed and performed including failure to pay any of the fees and payment herein stipulated;
- Any judgment obtained against the Merchant remains unsatisfied for more than fourteen (14) days or the Merchant shall have its property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of its creditors or becomes a bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with its creditors;
- The Merchant has a receiver or a receiver and manager appointed over the whole or in part of its property or undertake or has an official manager appointed pursuant the provisions of the Companies Act 2016 or any other legislation in substitution therefore or a special administrator appointed pursuant to the Pengurusan Danaharta Nasional Berhad Act 1998;
- the Merchant defaults in performing or observing any terms, covenants or conditions to be observed or performed by it under any mortgage or other encumbrance over the assets of the Merchant and such default materially affects the ability of the Merchant to perform its obligations under this Agreement;
- The Merchant does not agree the modified, added to, deleted or varied clause on the Agreement which will be courier to Merchant in case there is necessity;
- to revise the Agreement or the Merchant does not fax or sent back the signed copy of the agreement revision add-on within fourteen (14) days from date of the agreement revision add-on.
- The Merchant being a partnership changes its membership without the prior written approval of TaPay or is terminated or dissolved except in the events of death of a partner;
- Where the Merchant is a corporation, the control of the Merchant by the shareholders who are shareholders as at the date of this Agreement is passed by them to other persons or corporation without the prior written approval of TaPay first being had and obtained;
- The Merchant being a natural person becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he/she habitually uses drugs or intoxicating liquor to such an extent that he/she has lost the power of self control with respect to drugs or intoxicating liquor; or
- The Merchant is engaged in or suspected of engaging in fraudulent, illegal or immoral activities or the Merchant is conducting or suspected of conducting fraudulent as pronounce by the Court in Malaysia,
- Illegal, immoral or infringing third parties’ intellectual property, transactions through TaPay System.
- Act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities, action of financial institution authorities or for any other reason beyond the reasonable control of TaPay.
- Upon termination of this Agreement, TaPay’s obligation to reimburse the Merchant shall cease on the effective date of such termination and TaPay shall not be obliged or bound to make any payment on any TaPay Transaction completed after the date of termination.
- Upon termination of this Agreement, the Merchant shall forthwith return to TaPay, at the Merchant’s own cost and expenses, all documentation provided by TaPay pursuant to this Agreement.
Termination due to the default of the TaPay
- Upon the happening of any of the events set out below TaPay may, at its absolute discretion, forthwith, by giving notice in writing to the Merchant, terminate this Agreement without prejudice to any other remedy TaPay may have against the Merchant:
- Act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities, action of financial institution authorities or for any other reason beyond the reasonable control of TaPay.
- After Termination any payments or obligations due from Merchant to TaPay, or from TaPay to Merchant, will become due and payable within 30 days. For merchant who is waived for the security deposit, the due payment from TaPay to Merchant shall be payable after six (6) month upon the termination of the contract.
The parties may not transfer any rights or obligations it may have under this Agreement without the prior written consent of the other party. This agreement shall be binding upon and tenure to the benefit of the parties, their legal representatives, successors, and permitted assignees.
The Merchant hereby indemnifies and shall keep TaPay indemnified in respect of its employees, and servants from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any laws of Malaysia to which TaPay, its employees or servants may be subjected by reason of injury to or the death of any person or damage to property of any person, firm or corporation in any manner due to, arising out of or in the course of or by reason of the carrying out of the terms of this Agreement or resulting from any breach of this Agreement by the Merchant, including, without limitation:
- Any act, neglect or default of the Merchant or its agents, employees, licensees or customers;
- Any event of fraud committed by the Merchant or its agents, employees or licensees; or
- Breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the Merchant carrying out the TaPay Transactions.
- The Merchant shall not at any time during or after the Term divulge or allow to be divulge to any person any confidential information relating to TaPay, the TaPay system, the TaPay Transaction or the terms of the Agreement.
- Subject to the clause of this Agreement, TaPay shall not disclosed or allow access to, the Merchant’s personal information or the Merchant’s customers to the third parties without the Merchant’s prior written consent.
- The Merchant shall not directly or indirectly, by any means whatsoever obtain or attempt to obtain information of customer of the Merchants.
- TaPay shall take reasonable measures to safeguards all information stored in TaPay system.
- All notices and documents required to be given by the Merchant under this Agreement to TaPay shall be sent to TaPay by way of registered post to the following address (or such other address as TaPay may notify at any time or from time to time:
FULLRICH (MALAYSIA) SDN BHD
22nd Floor, UBN Tower,
No 10, Jalan P.Ramlee,
50250, Kuala Lumpur
Tel No: [03-7203 782]
- Any notice or document sent by the Merchant to TaPay shall be deemed served when such notice or document is received by TaPay. All notices and documents required to be given by TaPay under this Agreement to the Merchant shall be sent to the Merchant by any one of the following methods:
- Ordinary or registered post to the Merchant’s last known address according to TaPay’s records;
- By facsimile to the Merchant’s last known facsimile number according to TaPay’s records;
- Electronic mail to the Merchant’s last known electronic mail address according to TaPay’s records;
- Notices placed with or in any of TaPay’s written communications to the Merchant;
- Telephone call to the Merchant’s last known telephone number according to TaPay’s records;
- Notices placed through any media; or
- Any manner of notification as TaPay may at its absolute discretion determine.
- Any notice or document or communication given by TaPay to the Merchant shall be deemed to be served and received by the Merchant.
- FORCE MAJURE
- Neither parties shall be liable for any cost or otherwise, for any delay and/or failure in the execution of their respective obligations hereunder if such cost, delay or failure is due to Force Majeure, which for the purposes of this Agreement shall mean any unforeseeable event or cause not within the control of the party affected which that party is unable to prevent, avoid or remove.
- The events falling within Force Majeure include but are not limited to:-
- war (whether declared or not), hostilities, invasion, armed conflict act of foreign enemy, riot, insurrection, strike, revolution or usurped power; and
- acts of terrorism, sabotage or criminal damage; and
- nuclear explosion, radioactive or chemical contamination or ionising radiation; and
- natural catastrophes including but not limited to earthquakes, floods and exceptionally inclement weather and subterranean spontaneous combustion; and
- pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds. 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 affected party to carry out its obligations under this Agreement.
- If either party is prevented or delayed in the performance of any obligation under this Agreement by events of Force Majeure, the affected party shall give written notice thereof to the other Party within seven (7) days of the happening of such event, specifying the details constituting Force Majeure and the anticipated period during which such prevention, interruption or delay may continue.
- Where possible the parties shall diligently mitigate or remove the effects of Force Majeure. Either party upon receipt of the notice of Force Majeure shall confer promptly with the other and agree upon a course of action to remove or alleviate such effect and shall seek reasonable methods of resuming full performance of its obligations and achieving the objectives under this Agreement.
- Any waiver of any rights under this Agreement shall not be valid unless in writing and signed by a duly authorised representative of each Party.
- Waiver by either party of any breach of the terms and conditions of this Agreement to be performed by the other party shall not be construed as waiver of any other breach of the same or any other terms or conditions.
- GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance with, the laws of Malaysia, and the parties hereby agree to submit to the non-exclusive jurisdiction of the Court of Malaysia.
Time is of the essence of this Agreement.
This Agreement sets forth and shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede any and all promises, representations, warranties or other statements whether written or oral made by or on behalf of one party to the other of any nature whatsoever or contained in any leaflet, brochure or other document given by one party to the other concerning such subject matter. This Agreement may not be released, discharged, supplemented, amended, varied or modified in any manner except by an instrument in writing signed by each of the parties hereto. As from the date of this Agreement, all previous arrangements, agreements, compromise, commitments, negotiation and moratorium executed hereto shall be superseded by this Agreement.
20.0 INTELECTUAL PROPERTY RIGHTS
- The Intellectual Property Rights in respect of all materials including without limitation all current and future copyrights, patent, trademarks, rights in databases, inventions or trade secrets, know-how, rights in designs, integrated circuit, topographies, trade and business names, domain names, get up, arks and devices (whether such applications can be made) which are capable of being protected and/or enforced in Malaysia and/or any relevant country of the world, any brand names, trademarks, services, products, hardware and software shall remain vested in the party originating or which has acquired the same. For clarity purposes, all trademarks used on the App and/or the Services are the trademarks of TaPay unless specified otherwise.
- You acknowledge and agree that the Services and the App are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. All rights are expressly reserved.
- You are only allowed to use the App and the Services as set out in the Terms and Conditions, and nothing on the App and/or the Services shall be construed as conferring any license or other transfer of rights to you of any intellectual property of other proprietary rights of TaPay.
Any of the terms conditions stipulations provisions covenants or undertakings contained herein which are illegal void prohibited or unenforceable in any respect under the law governing this Agreement or its performance, such illegality, invalidity or unenforceability shall be ineffective to the extent of such illegality voidness prohibitions or unenforceability without invalidating the remaining provisions hereof and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal void or unenforceable any other terms conditions stipulations provisions covenants or undertakings contained herein.