r e v Pay

Terms & Conditions
    Revision 0.4, Last Revised: 30 Jan, 2013
    These E-COMMERCE MERCHANT TERMS AND CONDITIONS for revPay Payment Card Funded Processing Services (“E-Commerce Merchant Terms and Conditions” or “ECMTC”) is provide to all revPay Users that are entitled to any Transactions (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro, China Unionpay Co. Ltd (CUP)/MEPS/MyClear. (together the "Associations") pertain to Credit and/or Debit Card Transactions used to fund a revPay Account, which in turn can be used to pay the Merchant and open a revPay Account (such use of such accounts collectively termed the “revPay API / revPay EXPRESS/ revPay EXPRESS+/ revPay DEBIT Service”). Each such revPay User is hereby referred to as “Merchant” and may be referred to herein as “you” and/or “your”. This ECMTC constitutes your separate legally binding contract for credit and debit card processing for revPay transactions between you and Bank(s) and its Affiliate(s) (collectively, the “Bank”). The ECMTC is also for the benefit of any of the Bank that provide access to a Bank Identification Number (“BIN”) for MasterCard and Visa transactions acquired for the Merchant to the extent that the ECMTC relates to use of that BIN. For the purpose of this ECMTC, “Affiliate(s)” shall mean the financial institution(s) domiciled in the same Association region as you are domiciled in for Association purposes and which Bank has formed a relationship with in accordance with Association requirements to allow the processing of card transactions the identity of which you can obtain on contacting revPay. In accordance with the provisions of this ECMTC, the Bank may terminate its provision of credit and debit card processing services and enforce any of the provisions of Merchant’s revPay Payment Processing Agreement (also known as the revPay User Terms and Conditions) (“RUTC”), agreed by and between Merchant and revPay. In this ECMTC “we”, “us” and “our” refer to Bank. Any reference to the RUTC shall mean the revPay User Terms and Conditions made between Merchant and revPay.
    By accepting the E-Commerce Merchant Terms and Conditions, Merchant agrees to the terms and conditions of this ECMTC and any documents incorporated by reference. Merchant further agrees that this ECMTC forms a legally binding contract between Merchant and Bank. Descriptions of material amendments to this ECMTC will be provided as applicable. These E-Commerce Merchant Terms and Conditions may be amended at any time by us via revPay posting a revised version of the ECMTC on the revPay website(s). The revised version will be effective at the time we by posting a notice on the "Policy Updates" page of our website or notice to you. Your continued access or use of the website and/or the services provided herein subsequent to any such change will be deemed as your re-acceptance of the revised Terms and Conditions. The most recent revision date for these terms is identified above. If you disagree with those proposed amendments, you may close your account by submit the Termination Form immediately. Further, you acknowledge that revPay’s decision to take certain actions, including limiting access to your Account, placing holds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of Users’ Accounts and the revPay system. You agree that revPay is under no obligation to disclose the details of its risk management or its security procedures to you. For the purpose of the ECMTC a change to this ECMTC will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities.
    Any capitalised terms used in this ECMTC and not otherwise defined shall have the meanings set forth in the RUTC.
  1. PURPOSE OF THIS ECMTC. When your customers pay you through revPay, they have the option of paying you through a funding source offered on the revPay website including a card funded payment. In most instances, you will not know the funding source that your customer selected. Since you may be the recipient of a card funded payment, the Associations require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into this ECMTC, you are fulfilling such Association requirement and you are agreeing to comply with Association rules as they pertain to payments you receive through the revPay service(s).
  2. ASSOCIATION RULES. 2.1 Deposit Transactions. Merchant agrees that it shall only accept payments through revPay Processing Services for bona fide transactions between the Merchant and its customer for the sale of goods or services. Merchant shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. Merchant acknowledges that for UnionPay and/or Visa and/or MasterCard payments, revPay shall obtain an authorization for transaction amounts prior to completing the transaction. 2.2 Anti Money Laundering. Merchant agrees that it shall not submit a transaction that does not result from a purchase of goods or services between the cardholder and Merchant. 2.3 Split Transactions. Merchant agrees to submit a single transaction for the full amount of each sale. Except, however in an instance where the Merchant and cardholder agree on a partial shipment of product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), a sale may be split into multiple transactions. 2.4 Minimum or Maximum/Surcharges. Merchant agrees that it shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honouring UnionPay, Visa and MasterCard cards, unless otherwise permitted in the particular jurisdiction of a transaction. 2.5 UnionPay, Visa and MasterCard Marks. Merchant is authorized to use the UnionPay, Visa and MasterCard logos or marks only on Merchant’s promotional materials and website to indicate that UnionPay, Visa and MasterCard cards are accepted as funding sources for revPay transactions. Merchant agrees that it shall not use the logos and marks either directly or indirectly, to imply that UnionPay, Visa or MasterCard endorses Merchant's goods or services; nor may Merchant refer to UnionPay, Visa or MasterCard when stating eligibility requirements for purchasing its products, services, or memberships. 2.6 Credit Vouchers. Credit vouchers may not be submitted for non-credit transactions. Merchant agrees that it shall not: (i) accept a payment from a card holder for the purpose of depositing funds to the cardholder's Account, or (ii) process a credit transaction without having completed a previous debit transaction with the same cardholder. Credit vouchers may only be submitted for the purpose of refunding a prior transaction from the same card. 2.7 Cash Disbursements. Merchant agrees that if it sells travelers cheques or foreign currency that disbursements shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Merchant agrees that under no circumstances shall a Visa or MasterCard transaction represent collection of a dishonoured cheque. 2.8 Authorisation Requirements.Merchant agrees to obtain an authorisation for all transaction amounts. 2.9 Discrimination. . Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of UnionPay, Visa or MasterCard in favour of any other card brand. 2.10 F2.10 Fraudulent or Unauthorised Use of Account Information Prohibited. Merchant acknowledges that it does not have access to Cardholder Data (defined as the cardholder’s account number, expiration date, and CVV2) and will not request access to Cardholder Data from either revPay or the cardholder. In the event that Merchant receives Cardholder Data in connection with the revPay Processing Services provided under this Agreement, Merchant agrees that it will not use the Cardholder Data for any purpose that it knows or should know to be fraudulent or in violation of any Association Rules. Merchant also agrees that it will not sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than its acquirer, UnionPay, Visa or MasterCard (as applicable) or in response to a government request without any authorised by cardholder. In the event that Merchant receives Cardholder Data, it will promptly notify Bank and RevPay of such. 2.11 Retention of Records. The Merchant shall preserve all records pertaining to the Transactions delivered to the Bank including related invoices, purchase orders, delivery orders and other documents on which the charges are raised for a period of at least one and a half (1.5) years from the date of the Transactions are presented to the Bank and shall permit the bank, its employees and/or its agents at any time upon service of reasonable notice to examine any such documents. The Merchant shall produce their proof of Transaction within seven (7) Business Days upon request by the Bank. Failing which, the Bank reserves the right to a restitution of such payment. 2.12 Merchant Identification.. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at all points of interaction so that the cardholder readily can identify the transaction.
    2.13 Chargebacks. . Merchant shall use all reasonable methods to resolve disputes with the cardholder. Should a chargeback dispute occur, Merchant shall promptly comply with all requests for information from revPay. Merchant shall not attempt to recharge a cardholder for an item that has been charged back to the cardholder, unless the cardholder has authorized such actions. In the event revPay discovers that there is any breach or violation of any terms and conditions of this Agreement and/or of any procedures and requirements as may be stipulated by revPay and/or Issuer from time to time by the Merchant, revPay is entitled as its sole and absolute discretion to effect an immediate deduction from Merchant’s current or banking account for the total amount of the Transaction that is in breach and any other penalties or additional fees payable to revPay and/or Issuer. If the Merchant’s banking account has insufficient fund revPay shall have full recourse to recover by exercising its right to set-off or raising a claim on the Merchant or by any other means, as revPay shall deem fit. 2.14 Successors Bound. This Agreement shall be binding upon the successors-intitle or permitted assigns of the Merchant and the respective successors-in-title and permitted assigns of the Bank
  3. CARD ASSOCIATIONS China Unionpay Co. Ltd (“UnionPay”) / Visa Europe Ltd, Visa U.S.A., Inc. and Visa International ("Visa") and MasterCard International Incorporated ("MasterCard") (the "Associations") have developed rules and regulations (the "Association Rules") that govern their member banks and merchants in the procedures, responsibilities and allocation of risk for payments made through the Associations. By accepting this ECMTC, Merchant is agreeing to comply with all such Association Rules.
  4. MERCHANT’S REFUND POLICY MUST BE ON MERCHANT’S WEBSITE. If Merchant limits refund/exchange terms or other specific conditions for Card sales, Merchant's POLICY MUST BE CLEARLY PROVIDED TO THE CARDHOLDER PRIOR TO THE SALE AND MERCHANT MUST CONFORM WITH ALL APPLICABLE LAWS AND THE ASSOCIATION RULES. PROPER DISCLOSURE WOULD INCLUDE WORDING THAT IS PROMINANTLY DISPLAYED AND STATES "NO REFUND, EXCHANGE ONLY", OR SOMETHING SUBSTANTIALLY SIMILAR AND INCLUDES ANY SPECIAL TERMS. NOTE: QUALIFYING YOUR REFUND OR EXCHANGE TERMS DOES NOT COMPLETELY ELIMINATE YOUR liability for a refund because consumer protection laws and Association Rules frequently allow the cardholder to still dispute these items. In particular, by implementing Directive 97/7/EC many European Union member states will have distance selling regulations which allow a consumer to cancel its contract with the Merchant within a defined period and receive a refund.
  5. TERM AND TERMINATION. This ECMTC is effective upon the date Merchant accepts the terms and conditions set out herein and continues so long as Merchant uses the revPay Service (“Services”) or until terminated by Merchant, the Bank or revPay, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so survive termination. This ECMTC may also be terminated by Bank at any time based on a breach of any of Merchant’s obligations under this ECMTC or the Agreement(s), or by Merchant based on a breach of any of Bank’s obligations under this ECMTC, or by the Bank based on the termination of the acquiring services agreement entered into between revPay (or its applicable group company) and Bank as notified to the Merchant. This ECMTC will terminate automatically upon any termination of Merchant’s RUTC. Upon the termination of this Agreement, the following provisions shall apply: 5.1 Any pending transactions to be performed under the Service will be cancelled and any balances associated with redemption codes will be forfeited. 5.2 Any funds that Revenue is holding in custody for the Merchant at the time of closure, less any Fees payable to revPay, will be paid by revPay to the Merchant by internet online fund transfer to Merchant’s dedicated bank account, assuming all withdrawal related authentication requirements have been fulfilled. 5.3 The Merchant may not use closure of its account as a means of evading investigation - if an investigation is pending at the time the Merchant closes its account, revPay may continue to hold its funds for up to 180 days as appropriate to protect revPay against the risk of reversals. If the Merchant is later determined to be entitled to some or all of the funds in dispute, revPay will release those funds to the Merchant within 30 days. The Merchant will remain liable for all obligations related to its account even after such account is closed. If the Merchant does not access its account for a period of three years, it will be terminated by revPay without further notice. After the date of termination, revPay will use the accounts and/or address information the Merchant provided to try to send the Merchant any funds that revPay is holding in custody for the Merchant. If that information is not correct, and revPay is unable to complete the payment to the Merchant, its funds will be subject to the laws applicable to unclaimed property and monies
  6. INDEMNIFICATION. Merchant agrees to indemnify, defend and hold the Bank on demand against all losses, expense, damages and liabilities that the Bank may incur or suffer due to the occurrence of the following: 6.1 Failure to observe the Merchant’s obligations under this ECMTC which shall include failure which caused the imposition of fines, penalties or fees by UnionPay and/or Visa and/or MasterCard on the Bank and/or revPay as direct or indirect result of the Merchant’s failure to observe the same. 6.2 Any fines/penalties/fees/charges imposed on the Bank by the governing authorities or pursuant to any governing laws due to the direct or indirect failures of the Merchant to observe any procedures, requirements or obligations required to be complied with by the Merchant under any applicable law. 6.3 Resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this ECMTC; 6.4 Arising out of Merchant’s or its employees’ negligence or willful misconduct, 6.5 Arising in connection with Card transactions or otherwise arising from Merchant’s provision of goods and services to Cardholders or customers; 6.6 Arising out of Merchant’s use of the revPay Service; or 6.7 Resulting from any Fines or arising out of any third party indemnifications Bank is obligated to make as a result of Merchant’s actions (including indemnification of any Association or Issuing Bank).
  7. DISPLAYING THE REVPAY/MYCLEAR/UNIONPAY/VISA/MASTERCARD MARKS 7.1 The Merchant shall adequately and prominently display the revPay/UnionPay/Visa/MasterCard trademarks, service marks and/or the name and/or designs and/or other promotional materials (collectively “Materials”) on the Merchant’s Website to inform the public that the Card will be honoured at Merchant’s Website as provide or approved in advanced by revPay. The Merchant may use the Materials only to indicate that the Card is accepted in payment of goods and/or services and shall not indicate, directly or indirectly, any goods or services other than revPay/MyClear/UnionPay/Visa/MasterCard goods or services. 7.2 The Bank and/or revPay shall from time to time, be at liberty to propose to the Merchant, subject to agreement, joint marketing promotional program(s) for mutual business benefits. Should it be deemed necessary for the Merchant to contribute payment in part or in whole towards the cost or expense ofproducing such marketing or promotional materials, the Merchant shall be consulted before the production of the same is authorised by the Bank and/or revPay. 7.3 The Merchant shall not use the Bank’s and/or revPay logo or trade name in any manner whatsoever without the Bank and/or revPay prior written consent. The Merchant hereby expressly represents that all contents in the Merchant’s Website and/or the Sub-Merchant’s website or any advertisement or printed matter relating to the products or services offered therein shall be deemed to have been made by the Merchant and the Bank and/or revPay shall not be liable in any claim whatsoever arising therefrom.
  8. DISPUTE RESOLUTION AND ARBITRATION. 8.1 The Parties shall use their best efforts to promptly and adequately resolve any dispute or difference which may arise between them in respect of these Terms and Conditions or the operation or construction thereof, or any matter in any way connected with this Agreement, or the rights, duties or liabilities of the Parties under or in connection with this Agreement through amicable consultations, conciliation or other agreed means. 8.2 Any dispute which cannot be settled amicably between the Parties within thirty (30) days from the date of the written notice by one Party to the other of the dispute shall be referred to an arbitrator in accordance with and subject to the provisions of the Arbitration Act, 1 952. The awards and findings of the arbitrator shall be final and binding on the Parties hereto. 8.3 Notwithstanding the above, the Parties herein may opt to commence civil proceedings in any courts in Malaysia
  9. INTELLECTUAL PROPERTY RIGHTS 9.1 Nothing contained in this Agreement shall affect or shall be interpreted or construed as affecting any Intellectual Property Rights (“IPR”) belonging to either Party. 9.2 Each Party undertakes to promptly notify the other Party any knowledge of any alleged or actual infringement of the other Party’s IPR. 9.3 Notwithstanding any provision to the contrary (if any) contained in this Agreement, each Party undertakes to fully indemnify the other Party against any claim of infringement of IPR and against all costs, expenses, charges, demands, proceedings, actions, losses and damages which the other Party may incur in any action for such infringement or for which the other Party may become liable in any action being brought against the other Party arising out of the matters referred to in this Clause provided that there is no breach on the part of the other Party, that the Party is given immediate and complete control of such action or claim, that the other Party does not prejudice the Party’s defense of such action or claim, that the other Party gives the Party all reasonable assistance with such action or claim. 9.4 The obligation of the Parties under this Clause 10 shall survive the expiry or termination of this Agreement for whatever reason.
  10. COMMUNICATIONS AND MAINTENANCE 10.1 Merchant is obliged to inform us of any changes in the ownership, business name, communication address and numbers, constitution or composition of the Merchant and agrees that this Agreement shall inure and continue to be in force for all intents and purposes as if the resulting company or concern had been named as a party in this Agreement. 10.2 Merchant shall promptly notify us and lodge police report in the event of any lost of Equipment and/or suffers any data compromise of Cardholders’ information. 10.3 Merchant agrees that any notice or documentation from revPay shall be deemed to have been duly served upon and received at the address or electronic mail address or facsimile transmission number set out in this Agreement or other updates by Merchant in writing if delivered by hand, at the time of delivery; if sent by original or registered post or courier within two(2) working days of posting; if transmitted via facsimile, at the time faxing; if transmitted via electronic mail, at the time of transmission. 10.4 Merchant agrees that advance notice from us to the Merchant is not necessary for any changes, maintenance of the system.
  11. ASSIGNMENT/AMENDMENTS. This ECMTC may not be assigned by Merchant without the prior written consent of Bank. Bank may assign its rights under this ECMTC without Merchant’s consent and subject to the Association Rules. The Bank may not subcontract, sublicense, assign, license, franchise, or in any manner extend or transfer to any third party, any right or obligation of the Bank set forth in the ECMTC. This ECMTC may be amended by Bank as provided under the RUTC, and otherwise shall not be modified in any respect without the express written agreement of the Bank.
  12. WARRANTY DISCLAIMER. This ECMTC is a service agreement. Bank disclaims all representations or warranties, express or implied, made to Merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this ECMTC to the extent permitted by law.
  13. LOGO USAGE. In using each other’s logos and other trademarks, each agrees to follow the guidelines prescribed by the other, as notified by the parties to each other from time to time.
  14. IMITATION OF LIABILITY. Notwithstanding anything in this ECMTC to the contrary, in no event shall Bank, or its Affiliate(s) or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether Bank has been advised of the possibility of such damages. Notwithstanding anything in this ECMTC to the contrary, in no event shall Bank be liable or responsible for any delays or errors in its performance of the services caused by our service providers or other parties or events outside of Bank's reasonable control, including revPay. Notwithstanding anything in this ECMTC to the contrary, Bank's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever(including, but not limited to, those arising out of or related to this ECMTC) and regardless of the form of action or legal theory and whether or not arising in contract or tort (including negligence shall not exceed the total volume of all transactions, expressed as a MYR amount processed by the Merchant under this ECMTC via revPay. Nothing in this ECMTC shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
  15. FORCE MAJEURE 15.1 Any failure or omission by either Party to carry out or observe any of the terms or conditions of this ECMTC (the Non Performing Party) shall not give rise to any claim by the other Party or be deemed to be a breach of this ECMTC if such failure or omission arises from any cause beyond the reasonable control of the Non Performing Party, including, but not limited to any cause arising from natural disaster, rebellion, civil commotion, war, military operation, Acts of God, power failure, emergency, Bank action or inaction, industrial action, criminal damage to or destruction of equipment, disruption to any network service caused by any software virus, the inability of any equipment to operate optimally due to any unauthorized action such as spamming, sabotage, fire, lightning, explosion, flood, heavy and inclement weather, acts or deeds of any person or group not commissioned by the Non Performing Party or other causes of its kind or otherwise beyond the control or power of the Non Performing Party. 15.2 If by reason of any cause or reason beyond the control of the Non Performing Party there is any delay or inability by the Non Performing Party in performing its obligations under this Agreement, then the other Party shall not be liable to perform its obligations during that time and in such a case, the parties shall use their best endeavors to resume their respective obligations hereunder as soon as possible.
  16. CONFIDENTIALITY 16.1 Except with the prior written consent of the other party, neither party hereto shall at any time disclose, divulge or communicate by any means to any third party, any Confidential Information (as hereinafter defined) belonging to the relevant party hereto as may have been disclosed pursuant to or in connection with this Agreement. 16.2 Each party shall allow access to the Confidential Information (as hereinafter defined) to its own employees, servants, agents or sub-contractors only to the extent that they need to know the same in order to perform their duties for that party. 16.3 The term “Confidential Information” shall mean all know-how, trade secrets, methodology, processes, price sensitive information and any other type of information forwarded to a party herein on the understanding that such information is to be treated as confidential and includes, but is not limited to all communications, correspondence, memos, reports, minutes of meetings, surveys, test reports, findings and any other form or type of information produced, generated, collated or stored, whether in oral, written or electronic format as a result of or arising out of this ECMTC by either party hereto. 16.4 This Clause shall survive the expiry, completion or termination of this ECMTC
  17. GOVERNING LAW. This Agreement is governed by, and shall be construed in accordance with, the laws of Malaysia, and the parties hereby agree that any action or proceedings and liabilities of the parties hereto shall be submitted to the non-exclusive jurisdiction of the Court of Malaysia.
  18. WAIVER. The failure of a party to assert any of its rights under this ECMTC, including, but not limited to, the right to terminate this ECMTC in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this ECMTC in accordance with its terms.
  19. RELATIONSHIP BETWEEN THE PARTIES. No agency, partnership, joint venture or employment relationship is created between Merchant and Bank by way of this ECMTC. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this ECMTC will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.
  20. NO ILLEGAL USE OF SERVICES. Merchant will not access and/or utilize the Services for illegal purposes and will not interfere or disrupt networks connected with the Services.
  21. SEVERABILITY. Whenever possible, each provision of this ECMTC will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this ECMTC.