SCHEDULE 1 (Applicable for enablement of FPX service)
The Merchant hereby acknowledges and agree that by entering into a contract/commercial agreement with Fiuu, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Fiuu. For the avoidance of doubt, the specific terms and conditions below shall be read together with the Agreement.
1. Definitions
The following terms are further defined for use in this Agreement, unless the context otherwise requires:
| “B2B” | means Business-to-Business or a real-time payment from a Customer that is an organization or business to a Merchant. The transaction is then routed via FPX to the internet banking channel of the Customer’s bank to undergo a multi-level approval workflow; |
| “B2C” | means Business-to-Customer or a real-time payment transaction initiated by a Customer, who is a retail consumer, at a Merchant’s website or mobile commerce app. The transaction is then routed via FPX to the internet banking channel of the Customer bank for authorization; |
| “Card Accounts” | means Credit Card Account(s), charge card account(s) and prepaid card account(s); |
| “Exchange” | means an organization/company internet-based gateway, which provides or maintains a marketplace where goods or services can be traded; |
| “Exchange ID/ Seller ID” | means an ID that is provided to the Exchange in order to identify that a Merchant will trade under the Exchange; |
| “FPX” | means a real time internet-based online payment system which enables Customer(s) (either individual or corporate) to make secure online payments using their internet banking account to Merchant(s). This system supports the real time switching and routing of payment transactions between the Website and financial institution’s internet banking system. FPX provides two types of transactions known as B2C and B2B; |
| “FPX Brand” | means the brand, icon, logo and marks for the FPX services; |
| “FPX Merchant Registration Form” | means the application form provided by Paynet to Merchant whereby Merchant is required to submit to Paynet prior to the enablement of the FPX Service; |
| “FPX Operator” | means Payments Network Malaysia Sdn Bhd or “Paynet”; |
| “FPX Services” | Means services of FPX; |
| “FPX System” | means an exchange infrastructure and application platform offered by Paynet. This system will facilitate electronic payment transactions, which is connected to various financial institutions (FIs). FPX offers multi-layer solutions across all markets in terms of B2B and B2C businesses; |
| “FPX Webview” | means an online system provided by Paynet to Fiuu or other participants of FPX Services and registered Exchange(s)/Merchant(s) to check their own profile and view FPX transaction status and reports; |
| “RENTAS” | means Real-time Electronic Transfer of Funds and Securities System, a real time gross settlement system for inter-bank funds transfer, a securities settlement system and a scriptless securities depository for all unlisted debt instruments; |
PART 1
2. FPX SYSTEM ACCESS
2.1. Fiuu is a participant of the FPX Service, and for the purpose of Schedule 1 is also known as the “Acquirer” and the Merchant is a registered Seller under the FPX Services.
2.2. In consideration of the fees paid to the Acquirer, the Acquirer agrees to facilitate the participation of the Seller in the FPX Services in accordance with this Agreement.
2.3. The Seller hereby agrees to observe all the Operational Procedures for participating in FPX as issued by the FPX Operator, as applicable to the Seller and reflected herein including any future revisions which will be communicated by the Acquirer to the Seller.
3. PAYMENT TYPE
3.1. The Seller shall accept payments that draw funds from Current Account/Saving Account (CASA) and optionally payment(s) that draw funds from Card Accounts.
4. OBLIGATIONS OF SELLER OR MERCHANT
4.1. The Seller shall, at all times comply with the Consumer Protection Act 1999, as the Seller is prohibited to use misleading and deceptive conduct, false misrepresentation and unfair claims in selling their products or services.
4.2. The Seller shall not be involved or engaged in business activities that contravene the laws of Malaysia.
4.3. The Seller is prohibited from re-selling or acquiring any other sub-seller(s) into the FPX Services or acting as merchant aggregators for other seller(s), without the prior written consent of the FPX Operator and Acquirer.
4.4. The Seller must ensure that it has and maintains adequate procedures and systems for receiving and processing prompt payment confirmation received from FPX System and promptly and correctly updates the payment status as well as to ensure that its obligations are fulfilled to the Customer’s satisfaction.
4.5. The Seller shall ensure that all requirements stipulated in the FPX integration guideline provided in [https://fpxexchange.myclear.org.my:8443/MerchantIntegrationKit/#] that are imposed by the FPX Operator (including but not limited to the following) are fully complied with at all times:
4.5.1. Display of FPX participating banks at the Website must be in accordance with the FPX integration guideline.
4.5.2. Notification to Customer that FPX Service is available 24 hours daily, subject to participating banks’ internet banking services availability.
4.5.3.The Seller shall take all possible measures to ensure that Customers’ internet banking security credentials used in the course of a transaction at the Website, mobile app, exchange and/or other systems, are always safeguarded and is never exposed to any other party except the relevant Customers’ banks:
(i) The Seller shall not intercept, capture or store Customers’ internet banking security credentials;
(ii) The Seller shall not facilitate or allow the interception, capturing or storage of Customers’ internet banking security credentials;
(iii) The Seller shall not through its action or omission, risk the exposure of the Customers’ internet banking security credentials to any party.
4.5.4. The Seller shall ensure the confidentiality, integrity and security of Customers’ information entered at the Website.
4.6. The Seller must not make any warranties or representations in respect of goods or services supplied which may bind the Acquirer, FPX Operator, Customer bank or any other participants in the FPX Services.
4.7. The Seller must establish and maintain a fair policy for resolving Customers’ disputes and/or claims.
4.8. The Seller who has been granted a non-transferable license to use the FPX Brand shall not license or assign the said right to use to any other third party. The Seller shall comply with the FPX Brand guidelines at all times.
4.9. For the purpose of Clause 4.8 of this Schedule 1, the Seller will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorized usage of the FPX Brand. In the event of such breach, the Seller sub- licensed rights of using the FPX Brand shall be revoked and ceased immediately, whereupon this Agreement shall be terminated accordingly. Upon termination, Clause 11.4 of this Schedule 1 shall apply accordingly.
4.10. The Seller shall consent and allow the Acquirer to disclose its information to the FPX Operator, as may be reasonably required for the purpose of and in connection with providing the FPX Services.
4.11. The Seller shall notify the Acquirer immediately if it becomes aware of any non-compliance to this Agreement or the operational procedures for FPX which is applicable to the Seller and as reflected in this Agreement.
4.12. The Seller’s configuration shall be performed by the Seller with assistance from the Acquirer.
4.13. The Seller that is acquired by acquiring banks shall get their security key generated and certified before generating and sending any message to FPX.
4.14. The Seller that is acquired by acquiring banks is to determine the type of transactions (i.e. whether it is meant for B2C and/or B2B models) and the specific account to be credited by indicating it in the message token and bank code, respectively.
4.15. The Seller shall ensure each transaction that is sent to FPX for processing has a unique payment reference number known as Seller Order Number.
4.16. The Seller shall advise the Customer to authorize their pending B2B transactions before escalating to the FPX Operator in the event of any discrepancy.
4.17. The Seller shall ensure that their Customers are aware that payments can be made via FPX. Sellers shall raise awareness and promote the use of FPX through the Website, mobile apps, and other means of communications.
4.18. Clause 4.5.4, 4.7 and 4.9 of this Schedule 1 herein shall survive termination of this Agreement. Termination does not affect either party’s rights accrued and obligations incurred before termination.
4.19. Sellers shall perform timely reconciliation of all FPX transactions and to ensure that the value of all successfully completed host-to-host (Direct AC) messages matches the sale proceeds received from Acquirers. Sellers shall report discrepancies to the Acquirers within seven (7) business days of discovering such discrepancies. Acquirers shall in turn inform PayNet within three (3) business days of receiving discrepancy reports from Sellers.
5. OBLIGATIONS OF ACQUIRER
5.1. For prepayment business, Acquirer shall impose a cap on allowable percentage of high-risk Merchants that are allowed to perform prepayment business (e.g. only up to 10% of the prepayment transactions can be originated from the high-risk Merchant).
6. GOODS AND/OR SERVICES DELIVERY
6.1. Upon receiving final payment confirmation from FPX System, the Seller shall immediately update the Customer’s payment and proceed to arrange for the delivery of the goods or services purchased by the Customer. Seller is responsible to ensure that the goods or services purchased are rendered to the Customer within the duration as stated in the Website.
7. FRAUD AND SECURITY
7.1. The Seller shall implement all prudent safeguards and controls necessary to prevent, detect and mitigate fraud, as well as to protect their Customers, Services and Transactions from fraud.
7.2. The Seller shall also comply with all applicable laws of Malaysia in relation to fraud.
7.3. In the interest of safeguarding the integrity of the FPX Service, Sellers grant the FPX Operator and/or the Acquirer the absolute authority to direct Sellers to take any measure that the FPX Operator and/or thee Acquirer deems necessary to detect, mitigate, resolve and prevent fraudulent acts, actual and suspected. The Seller receiving such a directive shall promptly comply with the directive.
8. FPX ‘s CUSTOMER’S DISPUTES/CLAIMS
8.2. If a valid request to recover funds was received by the Seller within sixty (60) days of the Customer’s FPX payments, the Seller shall address the Customer’s disputes / claims to the Customer’s satisfaction.
8.2.1. Customers may submit requests for refunds to their Sellers for the following reasons after FPX payments have been made:
(i) Goods or services purchased were not provided or rendered due to the Seller’s non-performance or insolvency;
(ii) Goods purchased were damaged or defective;
(iii) Goods purchased not as described or as advertised by the Sellers;
(iv) Goods purchased were not genuine, counterfeit or fake;
(v) Customers’ bank accounts were erroneously debited multiple times for a single purchase or charged an incorrect amount by Sellers.
8.2.2. Upon receiving a request for refund, the Seller shall respond to all requests for refunds within seven (7) Business Days of receipt. The Seller shall ensure that the refund claims are addressed within the seven (7) Business Days timeframe.
8.3. The Seller may provide concrete evidence to contest the refund claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of goods, or other documentation to demonstrate the Seller’s performance of its obligations. If the Seller is unable to furnish evidence within the timeframe specified in Clause 8.2.2 of this Schedule 1 or the evidence does not conclusively refute the Customer’s refund claim, the Seller is required to refund the purchase proceeds to the Customer within three (3) Business Days. Evidence furnished by a Seller to refute a refund claim is deemed to be sufficient if both the Customer bank and the counterparty are fully satisfied that the Seller has adequately demonstrated that the Seller has performed its obligations.
8.4. If the Seller is not able to adequately refute a refund claim in accordance with Clause 8.3 of this Schedule 1, the Acquirer shall have the right to debit any of the Seller’s account(s) maintained with the Acquirer for the recovery of the disputed sum either entirely or partially.
9. DISPUTE RESOLUTION
9.1 Sellers shall have the right to refer their disputes to the FPX Operator if there is an allegation of the Acquirer’s non-compliance to the obligations set out in this Agreement and the Operational Procedures. The FPX Operator will review such complaints and allegations, but such review will be confined to:
9.1.1. Determination whether there has been non-compliance;
9.1.2. Stipulating remedies for the Acquirer to correct or address the non-compliance; and
9.1.3. Determination if penalties are applicable for the Acquirer’s non-compliance.
9.2. All decisions rendered by FPX Operator in response to complaints from Sellers shall be binding on the Acquirer.
9.3. Referring allegations of non-compliance to FPX Operator does not preclude the right of Sellers to take the dispute to the respective industry arbitration or mediation bodies.
10. INDEMNITY
10.1. Subject to the Acquirer and Seller’s (hereinafter referred to as “party” or “party’s”) compliance with Clause 10.3 of this Schedule 1, each party (“Indemnifying Party”) agrees to indemnify and hold the other party and its employees and agents harmless against any and all losses, expenses, claims, suits, demands, actions, and proceedings including all reasonable legal and other related fees or charges (“Liability”) which the other party may suffer or incur or for which the other party may become liable as a result of:
10.1.1. Any negligence, misrepresentation or fraud on the part of the indemnifying party, its employees, and agents with respect to the performance of its obligations or the exercise of any of its rights under this Agreement;
10.1.2. Any claim by a Customer, Acquirer, Customer Bank, FPX Operator or any other person for any breach by the Indemnifying Party of any applicable laws;
10.1.3. The failure of the Indemnifying Party to observe any of its obligations under this Agreement; or
10.1.4. Any use of the FPX Brand by the Indemnifying Party other than as permitted by this Agreement.
10.2. Notwithstanding Clause 10.1 of this Schedule 1, in the event the Acquirer becomes insolvent, the Seller hereby agrees to indemnify the FPX Operator from all claims, losses, damages, penalties, suits, costs, and expenses (including reasonable legal fees) at all times.
10.3. In the event a claim is made against a party in respect of which it is entitled to be indemnified pursuant to Clause 10.1 or 2 of this Schedule 1, that party must:
10.3.1. Give notice of any such claim to the other party;
10.3.2. Consult with the other party in relation to any such claim;
10.3.3. Not to settle any claim without obtaining the prior written consent of the other, such consent not to be unreasonably withheld.
10.4. The Acquirer is not liable to the Seller for any loss or damage suffered by the Seller as result of the delay or disruption caused by any system failure beyond the Acquirer’s reasonable control.
10.5. For the purposes of this clause, loss or damage includes any consequential or economic loss or damage.
11. SUSPENSION & TERMINATION
Suspension
11.1. The FPX Operator or the Acquirer, as the case maybe, reserves the right to suspend the participation of the Seller in the FPX service by giving notice in writing specifying the suspension date and any conditions applicable to the suspension, under the following circumstances:
11.1.1. FPX Operator or the Acquirer has determined that the Seller breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or laws;
11.1.2. The Seller fails to remedy the breach described in Clause 10.1.1 of this Schedule 1 to the Acquirer’s satisfaction;
11.1.3. FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the FPX service;
11.1.4. Court order(s) affecting the Seller’s membership in the FPX service and/or the legal status of the Seller;
11.1.5. Directive(s) issued by regulatory or government authority affecting the Seller’s membership in the FPX services and/or its legal status;
11.1.6. An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;
11.1.7. The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or
11.1.8. The Seller is suspected on reasonable grounds that it is facilitating, involved in, has committed or will commit fraudulent act(s) in connection with the FPX service;
11.1.9. The Acquirer has received complaints from other Seller(s), other Acquirer(s), Customer bank or Customer that the Seller is engaging in fraudulent activity in connection with the FPX service; or
11.1.10. The Seller has been suspended from the FPX service by other Acquirer(s) due to breach of provisions of this Agreement or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or law.
11.2. Upon suspension of the Seller in the FPX services:
11.2.1. The services provided under FPX system will be suspended immediately;
11.2.2. The Seller will no longer have access to FPX Webview;
11.2.3. The Seller will stop sending debit request to FPX system or accept payments from Customer bank(s);
11.2.4. The Seller will no longer have access to the Acquirer(s) that the Seller is connected to via its Exchange ID / Seller ID(s);
11.2.5. The Seller must take all reasonable steps to assist the Acquirer to notify each Customer affected by the action that the Seller is no longer participating in the FPX service, in the form directed by the Acquirer;
11.2.6. The Seller must cease all promotional and advertising that is related or can be perceived to be related to FPX service;
11.2.7. The Seller must remove all FPX Brand from the Seller’s marketing collaterals, channels and website; and
11.2.8. The Seller must take all reasonable steps to comply with any directions of the Acquirer to minimize the impact on Customer of the suspension.
Termination
11.3. FPX Operator or the Acquirer, as the case maybe, reserves the right to terminate the services provided under this Agreement or the FPX service under the following circumstances, which includes, but not limited to:
11.3.1. This Agreement between the Seller and the Acquirer is terminated or expired;
11.3.2. The Acquirer or the FPX Operator has determined that the Seller has breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circulars or laws;
11.3.3. The Seller fails to remedy or take adequate steps to remedy its default under this Agreement to the satisfaction of the Acquirer or the FPX Operator, as the case maybe, within a time period as specified in the notice of the default given by the Acquirer;
11.3.4. The FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes resulting in potential threats to the stability, integrity, safety and efficiency of the FPX service;
11.3.5. Court order(s) affecting the Seller or the Acquirer(s) membership and/or legal status;
11.3.6. Directive(s) issued by regulatory or government authority affecting the Seller or the Acquirer(s) membership and/or legal status;
11.3.7. An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;
11.3.8. The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or
11.3.9. The Acquirer’s membership in the FPX service or RENTAS is terminated or suspended and the Seller has not appointed a replacement Acquirer;
11.3.10. The FPX Operator has determined the Seller is inactive or the Seller is deemed inactive when there are no FPX transactions for a period of twelve (12) consecutive months.
11.4. Upon termination of this Agreement, the Seller must undertake the following:
11.4.1. Immediately advise its Customers that they will no longer accept payment via FPX from the effective date of termination of the Seller’s access to FPX service;
11.4.2. Shall ensure that inflight transactions post-termination are completed i.e. goods are delivered to the Customer’s satisfaction;
11.4.3. Cease all promotional and advertising that is related, or can be perceived to be related to the FPX service; and
11.4.4. Remove all FPX Brand and Marks from the Seller’s Payment Channels and Website.
11.5. Upon termination of this Agreement, the participation of the Seller in FPX Services is automatically terminated and the Seller will no longer have access to the FPX System and FPX Services provided under the FPX System.
11.6. Termination of the Seller in the FPX service shall not extinguish any outstanding right or liability arising under this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as reflected in this Agreement.
12. ADVERTISEMENT AND USE OF LOGO
12.1. The FPX Operator owns all rights, titles and interest in the FPX Brand and the FPX Operator and/or the Acquirer may specify and may at any time amend the requirements relating to the use and/or display of the FPX Brand.
12.2. The Seller shall comply with the requirements, process and/or guidelines prescribed by the FPX Operator in using the FPX Brand.
12.3. The Seller must use the appropriate denotation or legend of trademark registration or ownership in connection with FPX Brand, as required or consented to by the FPX Operator and/or the Acquirer.
12.4. The Seller shall only use the FPX Brand for the sole purpose of publicizing, indicating and advertising that the Seller accepts payment requests through the FPX service.
12.5. The FPX Operator and/or the Acquirer have the right to direct the Seller to make changes to their use of the FPX Brand to rectify any non-compliance or potential non-compliance.
12.6. The FPX Operator, may at any time, in its absolute discretion, direct a Seller to cease using the FPX Brand where such use is in breach of this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as stipulated in this Agreement.
12.7. The Seller must not use the FPX Brand in such a way to create an impression that the goods or services offered by the Seller are sponsored, produced, offered or sold by the owner of the FPX Brand. The Seller must not adopt “FPX” or any other FPX Brand as any part of the name of its business or apply it to any goods or services offered for sale.
12.8. In the event of termination of the Seller’s access in FPX service, the Seller’s sub-licensed use of the FPX Brand shall be automatically revoked on the day that the cessation of the Seller’s access takes effect.
12.9. The Seller must immediately on becoming aware of any infringement or potential infringement of the FPX Brand, notify the Acquirer.