MERCHANT AGREEMENT
This Merchant Agreement ("Agreement") is entered into between (1) Pine Labs Technologies Sdn. Bhd. (Company No. 201801001350), a company incorporated in Malaysia with its registered office at Level 7, Mercu 3, No. 3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, Malaysia ("Pine Labs"); and (2) the merchant identified in Annexure A ("Merchant"). Pine Labs and the Merchant are each a "Party" and together the "Parties".
The Merchant's signed Registration Form constitutes an application for the selected Products. The Agreement becomes binding on the date Pine Labs approves the application and either countersigns the Registration Form or activates the first Product, whichever occurs first ("Effective Date"). Pine Labs may reject an application before the Effective Date without being required to provide a reason, subject to Applicable Law.
This Agreement comprises these General Terms & Conditions, Annexure A (Registration Form), Annexure B (EDC/POS Order Form), any Product Terms accepted by the Merchant, and any Special Terms expressly agreed in writing.
1. PINE LABS STATUS, SCOPE AND REGULATORY CAPACITY
- Pine Labs is registered with Bank Negara Malaysia (BNM) to provide merchant acquiring services under the Financial Services Act 2013 (FSA).
- Pine Labs provides payment-acceptance technology and related services, including POS and QR acceptance, transaction routing, merchant dashboards, reconciliation and such other products as are specified in the applicable Product Terms.
- Pine Labs' regulatory, contractual and operational role may differ by Product and shall be determined by this Agreement, the applicable Product Terms, the relevant payment-network, banking or partner arrangements, and Applicable Law. Depending on the Product, Pine Labs may act as merchant acquirer, payment facilitator, technology provider, referral partner, collection agent, settlement agent, processor, service provider or other limited intermediary, and the rights, obligations and liabilities of Pine Labs shall apply only to the capacity in which Pine Labs acts for that Product. Where Pine Labs acts as merchant acquirer, Pine Labs shall perform that role in accordance with the FSA, applicable BNM requirements and relevant payment-network rules. Where Pine Labs acts in any other capacity, including as technology provider, referral partner, collection or settlement agent, processor, service provider or other limited intermediary, Pine Labs' role shall be limited to the activities expressly stated in this Agreement and the applicable Product Terms, and Pine Labs shall not be deemed to assume any banking, deposit-taking, trustee, guarantor, insurer or principal payment obligation except to the extent expressly required by Applicable Law or expressly agreed in writing by Pine Labs.
- Pine Labs is not the seller, supplier or manufacturer of the Merchant Offering and is not responsible for the quality, legality, fulfilment, delivery, warranty, after-sales support or customer-service obligations relating to the Merchant Offering.
2. DEFINITIONS AND INTERPRETATION
| Term | Meaning |
|
Applicable Law |
all applicable Malaysian laws, regulations, orders, regulatory standards and legally binding requirements, including the FSA, AMLA, PDPA and applicable BNM requirements. |
|
AML/CFT Requirements |
the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, applicable requirements on countering proliferation financing and targeted financial sanctions, and all related legally binding regulatory requirements, as amended. |
| Term | Meaning |
|
Applicable Tax |
sales tax, service tax and any other applicable indirect, withholding or similar tax, duty, levy or charge imposed by a competent authority. |
| BNM | Bank Negara Malaysia. |
| Business Day | a day other than Saturday, Sunday or a public holiday in Kuala Lumpur on which licensed banks are generally open for business. |
|
Card Scheme Rules |
the rules, standards, operating regulations and requirements of any applicable card or payment instrument network, including Visa, Mastercard, MyDebit and any other applicable network, as amended. |
|
Chargeback |
a reversal, return, rejection or debit of a Transaction, or a claim relating to a Transaction, made under applicable payment-network, issuer, acquirer or partner rules, together with related assessments or fees where properly attributable to that Transaction. |
| Customer | a person who purchases or pays for a Merchant Offering using an accepted Payment Mode. |
|
Device |
any POS terminal, PIN pad, soundbox, QR display, accessory, software-enabled device or other equipment supplied or made available by Pine Labs. |
| Merchant Acquiring Policy | BNM's Policy Document on Merchant Acquiring Services, as amended, replaced or supplemented from time to time. |
| Merchant Offering | the goods or services lawfully offered by the Merchant to Customers. |
| Payment Mode | a card, QR payment, e-wallet, instalment, BNPL or other payment method enabled under the applicable Product Terms. |
| Personal Data | personal data as defined in the Personal Data Protection Act 2010, as amended. |
| Product | a payment, technology, device, referral or value-added service selected by the Merchant and accepted by Pine Labs. |
|
Product Terms |
the product-specific terms, order form, service description, fee schedule or partner terms accepted by the Merchant for a Product. |
|
Privacy Policy/Notice |
means the privacy policy of Pine Labs published at pinelabs.com/privacy-policy (and, for Fave-branded Products, at myfave.com/privacy), as updated from time to time. |
|
Remittance Amount |
the Transaction proceeds payable to the Merchant after lawful deductions of Service Charges, refunds, Chargebacks, Reserve, taxes and other amounts properly due under this Agreement. |
|
Reserve |
funds reasonably withheld or required as security for reasonably anticipated Chargebacks, refunds, fines, fraud losses, fees or other Merchant liabilities under this Agreement. |
| Term | Meaning |
|
Sanctions |
applicable economic or trade sanctions, targeted financial sanctions, embargoes or restrictive measures binding on the relevant Party or Transaction. |
|
Service Charges |
MDR, transaction fees, subscription or terminal fees, processing fees and other charges specified in Annexure A, Annexure B, or the Product Terms. |
| Settlement Account | the bank account in the Merchant's own name that has been verified and approved by Pine Labs for settlement. |
| Transaction | a payment transaction submitted through a Product for a bona fide sale of the Merchant Offering. |
|
Transaction Laundering |
submission or processing of any transaction that does not relate to the Merchant's own disclosed and approved bona fide sale, including undisclosed third-party processing, factoring, nested aggregation, or processing for an unapproved seller, URL, application, marketplace, affiliate or sub-merchant. |
2.2 Headings are for convenience only. The singular includes the plural and vice versa. References to legislation include amendments, re-enactments and subsidiary legislation. “Including” means “including without limitation”. “Writing” includes email and any authenticated electronic communication channel designated by Pine Labs.
2.3 No rule of construction shall apply against a Party solely because that Party or its counsel prepared or proposed any part of this Agreement.
3. AGREEMENT DOCUMENTS AND ORDER OF PRECEDENCE
- If there is any inconsistency, the following order of precedence applies unless expressly stated otherwise: (a) any Special Terms signed by both Parties; (b) the applicable Product Terms; (c) the Registration Form or Order Form, but only for commercial particulars such as selected Products, fees and settlement period; and (d) these General Terms & Conditions.
- A third-party provider's terms, including any BNPL assignment agreement, govern the relationship between that provider and the Merchant. Pine Labs is not a party to those terms and assumes no obligation under them unless Pine Labs expressly signs them or the applicable Product Terms state otherwise.
- A Merchant may subscribe to additional Products during the Term through a signed or electronically accepted Product Order. Each accepted Product Order forms part of this Agreement.
4. PINE LABS OBLIGATIONS
- Subject to this Agreement, Pine Labs shall provide the Products with reasonable care and skill and in compliance with Applicable Law applicable to Pine Labs.
- For Products where Pine Labs acts as facilitator, Pine Labs shall facilitate acceptance of the applicable Payment Modes, route Transactions for authorisation and perform or arrange settlement in accordance with Clause 6.
- Pine Labs may use affiliates, technology providers, processors, agents, subcontractors and other service providers to support the Products. Pine Labs remains responsible for its regulatory obligations and for oversight of outsourced activities to the extent required by Applicable Law.
- Pine Labs may provide a merchant dashboard or reconciliation interface. Such information is intended to assist reconciliation and does not override final settlement, Card Scheme or payment-partner records in the event of a discrepancy.
- Pine Labs may perform maintenance, updates, security changes or service modifications reasonably required to protect the Products, comply with law or payment-network requirements, or maintain service integrity. Pine Labs shall use reasonable efforts to minimise material disruption.
5. MERCHANT GENERAL OBLIGATIONS
- The Merchant applies for the Products and Services selected in the Registration Form and shall ensure that all information, declarations, documents and supporting materials supplied to Pine Labs are complete, true, accurate, current and not misleading. The Merchant shall immediately notify Pine Labs of any change to such information, including any change affecting its business, ownership, control, authorised representatives, Settlement Account, financial condition, insolvency status, licensing status, operations or risk profile.
- The Merchant shall obtain and maintain all registrations, licences, approvals and permissions required for its business and Merchant Offering.
- The Merchant is solely responsible for the Merchant Offering, including pricing, fulfilment, delivery, returns, warranties, after-sales support, customer complaints and all taxes arising from its business.
- The Merchant shall use each Product only for its own approved business and shall not process Transactions for a third party, affiliate, marketplace seller, sub-merchant or other person without Pine Labs' prior written approval.
- The Merchant shall settle only to its approved Settlement Account and shall obtain Pine Labs' prior written approval before changing its Settlement Account, ownership or control, principal business address, business model, material goods/services, fulfilment model, website, application or other sales channel.
- The Merchant shall safeguard its account credentials and restrict access to authorised personnel. The Merchant shall immediately notify Pine Labs of actual or suspected unauthorised access, credential compromise, Device compromise or misuse.
- The Merchant authorises Pine Labs to verify any information provided by or on behalf of the Merchant and to obtain further information from any lawful source that Pine Labs considers appropriate for onboarding, due diligence, risk, credit, tax, regulatory, fraud prevention, debt recovery or enforcement purposes, including credit reporting agencies, credit reference agencies, public registries, Inland Revenue authorities, competent authorities, financial institutions and other relevant third parties.
- The Merchant shall comply with all applicable Card Scheme Rules, PayNet rules, payment-partner rules, PCI DSS requirements and reasonable operational or security directions notified by Pine Labs.
- The Merchant shall not use a Product in a manner that is unlawful, fraudulent, deceptive, abusive, harmful to Pine Labs' systems or reputation, or intended to circumvent any applicable payment, compliance, security or risk control.
6. SETTLEMENT, FEES, RESERVE AND SET-OFF
- For a Product where Pine Labs facilitates or arranges settlement, the Merchant authorises Pine Labs to receive, route, process, reconcile, adjust, deduct from, withhold, set off and remit Transaction proceeds or settlement instructions in accordance with this Agreement, the applicable Product Terms, Applicable Law, Card Scheme Rules and payment-network or banking requirements. Pine Labs' role in connection with settlement may be, where applicable, limited to processing, facilitation and settlement administration and does not constitute any guarantee of funds, Transaction approval, settlement timing, receipt, completion or finality.
- The applicable settlement period stated in the Registration Form or Product Terms is indicative only and remains subject to successful receipt of funds by Pine Labs or its relevant settlement partners, completion of reconciliation, banking cut-off times, regulatory and compliance checks, risk review, payment-network requirements, Chargebacks, refunds, deductions, Reserve requirements, withholding, set-off and other circumstances contemplated under this Agreement. No settlement period shall be construed as a warranty, guarantee or absolute commitment by Pine Labs to settle by a fixed date.
- Settlement funds received by Pine Labs in its capacity as facilitator shall be maintained in a dedicated settlement account separate from Pine Labs' own operating funds in accordance with Applicable Law. Settlement funds may be pooled with settlement funds of other merchants where permitted, but shall not be used for Pine Labs' own operations.
- Where Pine Labs acts as facilitator, Pine Labs shall use commercially reasonable efforts to facilitate or arrange settlement in accordance with Applicable Law and applicable regulatory requirements. However, Pine Labs shall not be deemed to guarantee settlement or assume responsibility for any delay, failure, non-receipt, reversal, rejection, adjustment, withholding, suspension or non-completion of settlement caused by the Merchant, any bank, payment
network, Card Scheme, issuer, acquirer, settlement bank, regulator, government authority, service provider or other third party, or any circumstance described in Clauses 6.7, 6.8 or 16.
- The Merchant shall pay the Service Charges stated in the applicable Order or Product Terms. Pine Labs may deduct Service Charges and Applicable Tax from Transaction proceeds. Any amount not recovered by deduction may be invoiced and is payable within fifteen (15) calendar days of the invoice date.
- Pine Labs may establish or adjust a Reserve where reasonably necessary having regard to the Merchant's risk profile, Transaction history, Chargeback levels, business model, financial condition, fulfilment period, suspected fraud or other reasonably anticipated exposure. Pine Labs shall communicate the basis and applicable holding period to the Merchant to the extent permitted by law.
- Pine Labs may withhold settlement only where reasonably necessary for a purpose permitted by this Agreement, including a suspected fraudulent or unlawful Transaction, a pending Chargeback or dispute, a regulatory or payment-network requirement, a material KYC/AML concern, or a reasonably anticipated Merchant liability.
- Any withholding, suspension, Reserve or delayed settlement may be maintained for the period Pine Labs reasonably determines is required for the relevant Chargeback, dispute, investigation, reconciliation, risk review, compliance review, regulatory process, third-party process or recovery of amounts due from the Merchant. Pine Labs may release amounts no longer reasonably required as soon as practicable, subject to Applicable Law, Card Scheme Rules, payment-network requirements, banking processes and Pine Labs' rights under this Agreement. Pine Labs is not required to provide information where disclosure is prohibited by law, may constitute tipping-off, may prejudice an investigation, or may breach a regulatory, banking, payment-network or third-party restriction.
- Pine Labs may, with prior written notice to the Merchant where practicable and legally permitted, deduct, withhold, apply or set off any amount due or owing by the Merchant to Pine Labs, whether under this Agreement, any Product Terms or by operation of law, against any amount otherwise payable by Pine Labs to the Merchant, including settlement amounts, Remittance Amounts, Reserve amounts or any other merchant balance held, administered or controlled by Pine Labs in connection with the Products. Such amounts may be applied towards Chargebacks, refunds, Service Charges, taxes, fines, assessments, shortfalls, device charges, recovery costs or any other amount due or owing to Pine Labs under this Agreement. The Merchant may not set off amounts due to Pine Labs without Pine Labs’ prior written consent.
- The Merchant shall review settlement statements, invoices and dashboard records and notify Pine Labs of any reasonably identifiable discrepancy within thirty (30) days after the relevant statement, invoice or record date. If the Merchant fails to notify Pine Labs within such period, the relevant statement, invoice or record shall be deemed accepted by the Merchant, subject only to manifest error or rights that cannot lawfully be excluded. Any dashboard or system-generated information is for reconciliation support only and shall not override final banking, settlement, Card Scheme, payment-network or partner records.
- Overdue amounts may bear interest at 2.0% per month, calculated daily from the due date until payment, or the maximum rate permitted by Applicable Law, whichever is lower.
7. TRANSACTION ACCEPTANCE, RECORDS, REFUNDS AND CHARGEBACKS
- The Merchant shall follow the acceptance, authentication, authorisation and security procedures applicable to each Payment Mode, including any instructions displayed by the Device or notified by Pine Labs.
- The Merchant shall not split Transactions to avoid an authorisation threshold, process cash advances or disguised cash transactions, process duplicate Transactions, knowingly submit unauthorised Transactions, or process any Transaction that constitutes Transaction Laundering.
- Where a signature or receipt is required under the applicable Card Scheme Rules, the Merchant shall obtain the required signature or issue the required receipt and provide the Customer copy. The Merchant shall not alter a completed Transaction record.
- The Merchant shall retain Transaction evidence and supporting records, including receipts, invoices, proof of delivery or performance and other relevant records, for at least eighteen (18) months after the Transaction or such longer period required by Applicable Law or the applicable payment-network rules.
- The Merchant shall provide reasonably requested Transaction evidence to Pine Labs within three (3) Business Days, or within any shorter period required to meet a Card Scheme, PayNet or payment-partner deadline that Pine Labs has notified to the Merchant.
- The Merchant shall process refunds through the original Payment Mode and shall not make a cash or cheque refund for a Transaction unless expressly permitted by the applicable payment-network rules and Pine Labs. Any Merchant request to process a refund more than ninety (90) days after the relevant Transaction date shall be subject to Pine Labs’ prior approval, applicable payment-network rules, operational feasibility and any additional conditions or information reasonably required by Pine Labs.
- Pine Labs may reject, reverse or debit a Transaction, or raise a Chargeback, where permitted by the applicable payment-network rules or this Agreement, including where the Transaction is unauthorised, fraudulent, illegal, duplicated, improperly processed, disputed for non-delivery or defective goods/services, unsupported by required records, submitted outside applicable time limits, or otherwise non-compliant with applicable acceptance rules.
- The Merchant shall not be held liable for a fraud loss or Chargeback where the Merchant has complied with the Transaction acceptance procedures stated in this Agreement and the applicable payment-network rules, except to the extent the Merchant caused or contributed to the loss by fraud, wilful misconduct, material misrepresentation or a separate breach of this Agreement.
- Where a valid Chargeback or other amount due exceeds available settlement or Reserve amounts, the Merchant shall pay the shortfall within two (2) Business Days after written demand, unless a different deadline is required by the applicable Product Terms.
- A written or system-generated statement issued by Pine Labs is prima facie evidence of the amounts stated, subject to manifest error and the Merchant's right to raise a dispute under Clause 18.
8. DEVICES
- Unless expressly sold to the Merchant, each Device remains the property of Pine Labs or its supplier. The Merchant receives only a limited right to possess and use the Device for the Products during the Term.
- The Merchant shall provide suitable power, connectivity and operating conditions, permit only trained and authorised personnel to operate the Device, and protect it against loss, theft, damage, tampering and unauthorised relocation.
- The Merchant shall promptly notify Pine Labs of any Device loss, theft, malfunction, tampering or suspected security compromise.
- The Merchant shall not modify, reverse engineer, open, repair, remove security labels from, or relocate a Device without Pine Labs' prior written consent, except that the Merchant may move a Device temporarily where reasonably necessary to prevent imminent damage.
- On expiry or termination, the Merchant shall return rental or loan Devices, together with accessories, in reasonable working condition subject to fair wear and tear. Unreturned or materially damaged Devices may be charged at the amount stated in Annexure B or the applicable Product Terms.
9. COMPLIANCE, PROHIBITED ACTIVITIES AND TRANSACTION LAUNDERING
- The Merchant shall comply with Applicable Law and shall not use the Products to facilitate money laundering, terrorism financing, proliferation financing, bribery, corruption, sanctions evasion, tax evasion, fraud, illegal gambling, pyramid or Ponzi schemes, counterfeit trade, prohibited content or any other unlawful activity.
- The Merchant shall not engage in Transaction Laundering, nested payment facilitation, undisclosed aggregation or third-party processing.
- The Merchant shall immediately notify Pine Labs of any actual or suspected material breach of this Clause 9, except where Applicable Law prohibits such notification.
- The Merchant shall cooperate with lawful investigations, audits and information requests by Pine Labs, BNM, Card Schemes, PayNet, issuers, payment partners or other competent authorities.
10. DUE DILIGENCE, AML/CFT, SANCTIONS AND CREDIT CHECKS
- The Merchant shall provide all information and documents reasonably required for onboarding, KYC, beneficial-ownership verification, AML/CFT, sanctions, fraud, credit, risk, ongoing monitoring, periodic review, audit or regulatory purposes.
- Pine Labs may conduct background, business, financial, regulatory, tax, sanctions, fraud, credit and risk checks on the Merchant and, where lawfully permitted, its beneficial owners, shareholders, directors, authorised signatories, security providers and related parties using public records, regulatory databases, RAMCI, CTOS, FIS, CCRIS where lawfully accessible, Inland Revenue authorities, credit reporting agencies, credit reference agencies, financial institutions and any other lawful information source.
- Access to CCRIS or any other restricted database shall be undertaken only where Pine Labs is lawfully entitled to access the relevant information and all required consents or authorisations have been obtained.
- The Merchant authorises Pine Labs to provide the Merchant's personal, corporate, business and application details to any credit reporting agency or credit reference agency where reasonably necessary to enable such agency to process Pine Labs' request, provide notification required under Applicable Law, or disclose credit information, credit reports, records and related information to Pine Labs.
- Pine Labs may use credit information, credit reports, records and information obtained from any credit reporting agency, credit reference agency, information provider or lawful source to process and consider the Merchant's application or additional applications, evaluate and monitor creditworthiness, conduct due diligence, perform data processing and analytics, respond to inquiries, undertake debt collection, enforce Pine Labs' rights and obligations, conduct audit and risk management, and for any purpose incidental or associated with the foregoing.
- Pine Labs may conduct ongoing transaction monitoring, request enhanced due diligence, perform site visits or audits, impose reasonable risk controls, adjust a Reserve, restrict a Product, suspend settlement or take other proportionate measures where required by Applicable Law or reasonably necessary to manage identified risk. Pine Labs shall not be liable for any statement, misstatement, inaccuracy or omission in any credit information, record or report provided by a third party, or for Pine Labs' good faith reliance on such information when assessing, approving, rejecting, suspending or continuing any Product or Service.
- Any consent, authorisation or confirmation given by the Merchant under this Clause 10 is in addition to, and without prejudice to, Pine Labs' rights under any other provision of this Agreement and shall remain valid for so long as the Merchant remains a customer of Pine Labs and for such further period as is reasonably required for legal, regulatory, audit, risk management, debt recovery, enforcement or record-retention purposes.
11. DATA PROTECTION AND INFORMATION SECURITY
- In this Clause, "PDPA" means the Personal Data Protection Act 2010 [Act 709], as amended, together with applicable subsidiary legislation, codes, standards, guidelines and binding requirements.
- Each Party shall comply with the PDPA in respect of Personal Data it controls or processes under this Agreement and shall provide all notices, obtain all consents where required, and establish any other lawful basis or authority required for its processing activities.
- Where a Party processes Personal Data on behalf of the other Party as a data processor, it shall process such data only for the purposes of this Agreement and documented lawful instructions, maintain appropriate technical and organisational security measures, restrict access to authorised personnel, and ensure equivalent obligations apply to approved sub-processors.
- The Merchant shall implement security controls appropriate to the nature of the Personal Data and payment data it handles and shall comply with PCI DSS wherever applicable.
- A Party that becomes aware of an actual or reasonably suspected Personal Data breach affecting data processed in connection with the Products shall notify the other Party without undue delay and provide reasonable cooperation needed for investigation, mitigation and any legally required notification to the Personal Data Protection Commissioner or affected data subjects.
- Pine Labs may engage service providers and processors in or outside Malaysia, provided that any cross-border transfer of Personal Data is made in accordance with the PDPA and applicable cross-border transfer requirements.
- Pine Labs may create and use anonymised or aggregated information that does not identify an individual for lawful analytics, risk management, fraud prevention, reporting, service improvement and product development.
- Nothing in this Agreement requires a Party to disclose Personal Data where disclosure would breach Applicable Law, legal privilege or a binding regulatory restriction.
- The Merchant acknowledges and consents that Pine Labs may collect, use, disclose, store, transfer and otherwise process Personal Data and Merchant information relating to the Merchant and, where applicable, its directors, shareholders, beneficial owners, authorised signatories, employees, representatives, personnel, security providers, Customers and other individuals associated with the Merchant for purposes connected with the Merchant's application for and use of the Products and Services, including merchant onboarding, identification, verification, KYC, AML/CFT, sanctions, fraud prevention, transaction monitoring, risk management, Transaction processing, settlement, account administration, support, dispute management, credit, business and financial assessments, legal and regulatory compliance, debt recovery, enforcement, audit, analytics, service improvement and such other purposes described in Pine Labs' Privacy Notice.
- merchant onboarding, identification and verification;
- KYC, AML/CFT, sanctions, fraud prevention, transaction monitoring and risk management;
- processing and settlement of Transactions;
- account administration, customer support and dispute management;
- credit, business and financial assessments;
- compliance with legal, regulatory, Card Scheme, PayNet and payment-partner requirements;
- debt recovery and enforcement of Pine Labs’ rights; and
- such other purposes described in Pine Labs’ applicable privacy notice (“Privacy Notice”).
- The Merchant authorises Pine Labs to disclose Merchant information, Personal Data and information relating to the Merchant's application, present and future accounts, Products, Services, Transactions, business and operations to Pine Labs' affiliates and group companies, financial institutions, credit reporting agencies, credit reference agencies, credit bureaus, Cagamas Berhad, Credit Guarantee Corporation, BNM, PayNet, Card Schemes, payment networks, payment partners, regulators, government authorities, security providers, professional advisers, auditors, solicitors, debt recovery agents, nominees, service providers, contractors, processors, subcontractors, business partners, referral partners, financing partners and other third-party product or service providers, including for the purposes of providing, administering, supporting, risk managing, enforcing or improving the Products and Services, assessing the Merchant's eligibility for additional products or services, introducing, referring, offering, arranging or making available financing, value-added services, promotions, commercial opportunities or other products or services, and conducting related analytics, verification, due diligence, compliance, operational, risk, credit, settlement, account administration, support, dispute management, debt recovery, enforcement or audit activities, in each case to the extent reasonably necessary or permitted by Applicable Law.
For the avoidance of doubt, the Privacy Notice is provided to explain Pine Labs’ processing of Personal Data and shall not, by itself, constitute separate contractual terms or obligations under this Agreement except to the extent expressly incorporated herein or required by Applicable Law.
- Where the Merchant provides Pine Labs with Personal Data relating to any director, shareholder, beneficial owner, authorised signatory, employee, representative, Customer, security provider or other individual, the Merchant represents and warrants that it is lawfully entitled to provide such Personal Data to Pine Labs, has provided all notices required under Applicable Law, has obtained all required consents or other lawful authority for Pine Labs' collection, use, disclosure, storage, transfer and processing of such Personal Data, and shall ensure that such Personal Data is complete, accurate and kept up to date.
- it is lawfully entitled to provide such Personal Data to Pine Labs for the purposes contemplated by this Agreement;
- it has provided the relevant individual with any privacy notice or information required under Applicable Law; and
- where consent is required under Applicable Law, it has obtained the necessary consent for the collection, use, disclosure and other processing of such Personal Data by Pine Labs.
- The Merchant shall promptly notify Pine Labs of any material change or inaccuracy in Personal Data provided to Pine Labs and shall provide reasonable cooperation in connection with any lawful request by a data subject, regulator or other competent authority relating to such Personal Data.
- The Merchant consents to receive marketing, promotional and commercial communications from Pine Labs, its group companies and, where applicable, Pine Labs' business partners, referral partners, financing partners or other third-party product or service providers, in relation to Pine Labs' products, services, promotions, value-added services, financing, referral opportunities, partner offerings and other commercial offerings, subject to Applicable Law and the Merchant's right to opt out or withdraw such consent through the channels made available by Pine Labs. Any refusal to receive, or subsequent opt-out or withdrawal from receiving, marketing or promotional communications shall not affect Pine Labs' ability to process Personal Data or send communications where reasonably necessary for the provision or administration of the Products and Services, Transaction processing, settlement, security, fraud prevention, legal or regulatory compliance, debt recovery, enforcement, or other non-marketing purposes.
- Pine Labs may amend or update its Privacy Notice from time to time to reflect changes in Applicable Law, its processing activities, technology or the Products and Services. Where required by Applicable Law, Pine Labs shall provide appropriate notice of any material change.
12. CONFIDENTIALITY
- Each Party shall keep confidential all non-public commercial, financial, customer, technical, security, pricing, contractual and operational information disclosed by or on behalf of the other Party that is marked confidential or ought reasonably to be understood as confidential.
- Confidential Information may be used only to perform, receive, administer, enforce or comply with this Agreement and may be disclosed only to personnel, affiliates, professional advisers, service providers and regulators who have a need to know and are subject to appropriate confidentiality duties.
- Confidential Information does not include information that the receiving Party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing Party's Confidential Information.
- A Party may disclose Confidential Information where required by law, court order or regulator. Where legally permitted and reasonably practicable, it shall notify the other Party before disclosure.
- These confidentiality obligations survive termination for five (5) years, except that trade secrets and Personal Data shall remain protected for so long as they retain that status or protection is required by Applicable Law.
13. INTELLECTUAL PROPERTY AND MARKETING
- Each Party retains ownership of its pre-existing Intellectual Property and all Intellectual Property independently developed by or for it.
- All software, platforms, systems, documentation, configurations, analytics models, business methods, developments, enhancements and other materials created by or for Pine Labs in connection with the Products are owned by Pine Labs or its licensors, excluding the Merchant's pre-existing materials.
- The Merchant grants Pine Labs and its affiliates a non-exclusive, royalty-free licence during the Term to use the Merchant's approved name, logo, trade marks, images and product information solely to onboard and service the Merchant and, , to list or promote the Merchant and the Products.
- The Merchant represents that it has all rights necessary for materials supplied to Pine Labs and that such materials do not infringe third-party rights.
- The Merchant shall not use Pine Labs', Fave's or a payment-network's name, logo, marks or promotional materials except with prior approval and in accordance with applicable brand rules.
- On termination, each Party shall cease use of the other Party's Intellectual Property except to the extent continued use or retention is required by law, audit, record-keeping or enforcement purposes.
14. REPRESENTATIONS AND WARRANTIES
- Each Party represents that it is validly established or registered, has authority to enter into this Agreement and shall comply with Applicable Law applicable to its performance.
- The Merchant further represents, warrants and undertakes that: (a) its business and Merchant Offering are lawful and accurately described; (b) all information, declarations and documents given to Pine Labs are complete, true, accurate, current and not misleading; (c) it owns or is authorised to sell the Merchant Offering; (d) goods are authentic and lawfully obtained; (e) pricing and customer disclosures are transparent and not misleading; (f) its content does not unlawfully infringe third-party rights or contain prohibited or unlawful material; and (g) neither the Merchant nor, to the Merchant's knowledge, any of its directors, partners, officers, beneficial owners or authorised representatives is bankrupt, insolvent, subject to winding-up, liquidation or similar proceedings, or subject to any prosecution, bankruptcy, winding-up or insolvency proceeding or order, except as fully disclosed to Pine Labs in writing.
- Except as expressly stated in this Agreement, the Products are provided on an "as available" basis. Pine Labs does not warrant uninterrupted or error-free operation where interruption or error arises from matters outside Pine Labs' reasonable control, including payment networks, telecommunications providers, the Merchant environment or Force Majeure Events.
15. INDEMNITIES
- Each Party shall indemnify the other Party and its officers and employees against third-party claims, regulatory penalties and reasonable external legal costs to the extent directly caused by the indemnifying Party's breach of Applicable Law, fraud, wilful misconduct, material breach of this Agreement or infringement of third-party Intellectual Property rights. The Merchant shall also indemnify Pine Labs for losses, claims, liabilities, damages, penalties, fines, costs and expenses arising from inaccurate, incomplete, false or misleading information provided by or on behalf of the Merchant, or any failure to obtain required notices, consents or authorisations for Pine Labs' verification, credit checks, disclosures or processing of Personal Data and Merchant information.
- The Merchant shall additionally indemnify Pine Labs and its affiliates against third-party claims arising from: (a) the Merchant Offering, including product liability, injury, death, property damage, non-delivery, defective goods or services and customer claims; (b) taxes for which the Merchant is responsible; (c) Transaction Laundering or unauthorised third-party processing; and (d) Card Scheme, PayNet or payment-partner fines or assessments to the extent caused by the Merchant's act, omission or breach.
- An indemnified Party shall give reasonably prompt notice of a third-party claim, allow the indemnifying Party reasonable participation in the defence, and take reasonable steps to mitigate loss. No settlement admitting liability or imposing non-monetary obligations on the indemnified Party may be entered into without its consent, not to be unreasonably withheld.
16. LIMITATION OF LIABILITY
- Pine Labs’ role in relation to each Product shall be determined in accordance with Clause 1.3. Except to the extent Pine Labs acts as merchant acquirer or otherwise assumes obligations expressly required by Applicable Law or expressly agreed in writing, Pine Labs acts only as an intermediary for the processing, routing, facilitation, administration and/or settlement of Transactions and settlement instructions. Pine Labs does not act as a bank, deposit-taking institution, trustee, guarantor or insurer of any Transaction, payment obligation, settlement obligation or settlement funds. Pine Labs does not warrant, represent or guarantee the availability, timing, receipt, completion, accuracy, finality or successful settlement of any Transaction or settlement funds except to the extent expressly required by Applicable Law or expressly agreed in writing by Pine Labs.
- Subject to Pine Labs’ express obligations under Clause 1.3, the applicable Product Terms and Applicable Law, Settlement timelines communicated by Pine Labs are estimates only and are subject to banking, operational, system, regulatory, compliance, risk-management, payment-network and third-party processing requirements. Such timelines
shall not constitute a guarantee, warranty or contractual commitment by Pine Labs. Pine Labs may delay, suspend,
hold, reserve, withhold, set off, reject, reverse, adjust, recall or decline settlement funds where reasonably necessary
for risk, compliance, operational, legal, regulatory, commercial or payment-network purposes, without liability to the Merchant.
- Pine Labs shall not be liable for any delay, withholding, suspension, failure, non-receipt, reversal, adjustment, rejection, recall, set-off or non-completion of any Transaction, Remittance Amount or settlement where such matter arises directly or indirectly from: (a) the Merchant's late submission of Transaction data, files, records or settlement instructions; (b) incomplete, inaccurate, invalid, fraudulent or misleading information provided by the Merchant; (c) the Merchant's breach of this Agreement, Applicable Law, Card Scheme Rules, payment-network rules, operating regulations or compliance requirements; (d) Chargebacks, disputes, refunds, investigations, fraud reviews, sanctions screening, AML/CFT reviews, regulatory inquiries or risk-management activities; (e) any delay, failure, interruption, restriction or action by acquiring banks, issuing banks, sponsor banks, payment networks, Card Schemes, settlement banks, financial institutions, regulators, government authorities, service providers, telecommunications providers or other third parties; (f) system maintenance, technical failures, cyber incidents, data-transmission errors, network disruptions, power outages or operational interruptions; or (g) any event, circumstance or cause beyond Pine Labs' reasonable control.
- Without limiting Clause 16.3, where any settlement delay, withholding, suspension, failed settlement, loss, non-receipt, reversal, adjustment or non-completion arises directly or indirectly from any act, omission, negligence, default, non-compliance, operational issue, financial condition, insolvency event or failure on the part of the Merchant, Pine Labs shall have no liability whatsoever to the Merchant or any third party in respect of such settlement matter or loss.
- To the maximum extent permitted by Applicable Law, Pine Labs shall not be liable for any direct, indirect, incidental, special, punitive, exemplary, consequential or economic loss, including loss of profits, revenue, business opportunity, goodwill, anticipated savings or business interruption, arising from or relating to any delay, withholding, suspension, failure, non-receipt, reversal, adjustment, rejection, recall, set-off or non-completion of settlement, regardless of the cause, except to the extent such loss is directly caused by Pine Labs' fraud or wilful misconduct.
- Nothing in this Clause 16 excludes or limits liability that cannot lawfully be excluded or limited, or any accrued obligation of the Merchant to pay valid Service Charges, refunds, Chargebacks, Reserve requirements, Device replacement charges, taxes, fines, assessments, shortfalls or other amounts properly attributable to the Merchant under this Agreement.
- Subject to Clause 16.6 and any liability that cannot lawfully be excluded or limited, Pine Labs’ aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of: (a) RM5,000; and (b) the total Service Charges actually received by Pine Labs under the affected Product during the three (3) months immediately preceding the event giving rise to the claim.
17. SUSPENSION, RESTRICTION AND TERMINATION
- This Agreement continues for an initial term of one (1) year from the Effective Date and automatically renews for successive one-year periods unless terminated under this Clause.
- The Merchant may terminate for convenience on at least sixty (60) days' written notice. Pine Labs may terminate for convenience on at least thirty (30) days' written notice.
- Either Party may terminate immediately by written notice if the other Party: (a) commits a material breach that is incapable of remedy; (b) commits a remediable material breach and fails to remedy it within fourteen (14) days after notice; (c) becomes insolvent, enters liquidation or ceases business, other than for a solvent restructuring; or (d) cannot lawfully continue performing the Agreement.
- Pine Labs may immediately suspend, restrict or terminate a Product or this Agreement where Pine Labs reasonably determines that action is necessary because of suspected fraud, illegality, AML/CFT or sanctions risk, Transaction Laundering, false onboarding information, material security risk, material non-cooperation with due diligence, excessive Chargebacks, a payment-network or regulatory direction, or a material breach affecting the safety or integrity of the payment ecosystem.
- Pine Labs shall terminate an acquiring relationship where required by Applicable Law or the Merchant Acquiring Policy, including where a Merchant is charged with or convicted of a criminal offence relating to fraudulent or illegal activity.
- Pine Labs shall give the Merchant notice of a suspension, restriction or termination and, where legally permitted, sufficient information to understand the action. Pine Labs is not required to disclose information where disclosure is prohibited by law, would constitute tipping-off, compromise an investigation or breach a regulatory or payment-network restriction.
- A suspension does not by itself terminate the Agreement. Pine Labs may maintain a suspension for the period reasonably required to complete an investigation, verification, remediation or regulatory process and shall review the continued need for suspension periodically.
18. CONSEQUENCES OF TERMINATION AND SURVIVAL
- On expiry or termination: (a) the Merchant shall cease submitting new Transactions under the terminated Product; (b) all undisputed amounts then due become payable; (c) Pine Labs may close the relevant merchant account or access; (d) the Merchant shall return Devices under Clause 8; and (e) each Party shall cease use of the other Party's Intellectual Property, subject to lawful retention.
- Termination does not affect accrued rights and liabilities, Transactions processed before the effective termination date, valid Chargebacks or refunds arising after termination, or the Merchant's obligation to fulfil Merchant Offerings already sold.
- Pine Labs may retain a Reserve or withhold amounts after termination only to the extent and for the period permitted under Clause 6 and shall release any balance no longer reasonably required.
- Clauses which by their nature are intended to survive shall survive, including Clauses 6, 7, 10, 11, 12, 13, 15, 16,
18, 19 and 24.
19. MERCHANT COMPLAINTS AND DISPUTE RESOLUTION
- A Merchant may lodge a complaint or dispute through Pine Labs' designated support channel. Pine Labs shall acknowledge receipt within two (2) working days and provide a written decision within thirty (30) working days. If more time is reasonably required, Pine Labs shall inform the Merchant and provide an appropriate reason.
- Before commencing formal proceedings, the Parties shall attempt in good faith to resolve any contractual dispute through negotiation for thirty (30) days after written notice of the dispute.
20. NOTICES AND ELECTRONIC COMMUNICATIONS
- Formal notices under this Agreement shall be in English and may be delivered by hand, registered post, email or an authenticated communication channel made available through the merchant platform to the contact details last notified by the receiving Party.
- A notice is deemed received: (a) on delivery if delivered by hand; (b) five (5) Business Days after posting by registered post; or (c) on transmission by email or authenticated platform message if the sender does not receive a failure or undeliverable notification.
- Operational alerts, transaction notifications, KYC requests and service communications may also be sent to the Merchant's registered telephone number or WhatsApp account where the Merchant has provided that contact channel For the avoidance of doubt, any notice terminating this Agreement shall be sent in accordance with Clause 20.1
21. VARIATION OF TERMS AND FEES
- Pine Labs may vary these General Terms, Product Terms or Service Charges by giving at least twenty-one (21) days' prior written notice where the change is reasonably required for legal, regulatory, Card Scheme, payment-partner, operational, security, product or commercial reasons.
- Where a change is required to take effect earlier to comply with Applicable Law, a regulatory direction, a payment-network rule or an urgent security requirement, Pine Labs may implement it on shorter notice and shall notify the Merchant as soon as reasonably practicable.
- If a non-mandatory change materially increases the Merchant's fees or materially reduces the core service, the Merchant may terminate the affected Product before the change takes effect by written notice, without an early termination charge unless a separately agreed fixed-term commercial commitment expressly provides otherwise.
- Continued use of an affected Product after the effective date of a notified change constitutes acceptance of that change, subject to any rights that cannot lawfully be waived.
22. ASSIGNMENT AND SERVICE PROVIDERS
- The Merchant may not assign, transfer or delegate this Agreement without Pine Labs' prior written consent.
- Pine Labs may assign or transfer this Agreement to an affiliate, or as part of a merger, reorganisation or sale of all or substantially all of the relevant business or assets, by giving notice to the Merchant, subject to Applicable Law.
- Pine Labs may appoint service providers and subcontractors to perform support activities. Such appointment does not reduce Pine Labs' responsibility for obligations that Applicable Law requires Pine Labs to retain.
23. FORCE MAJEURE
- Neither Party is liable for delay or failure to perform, other than an accrued payment obligation, to the extent caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, utility or telecommunications failure, cyber event not caused by its failure to maintain reasonable security, government or regulatory action, or failure of a payment network.
- The affected Party shall notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the impact.
- If a Force Majeure Event materially prevents performance for more than sixty (60) consecutive days, either Party may terminate the affected Product on written notice without liability for the termination itself, subject to accrued rights and obligations.
24. GENERAL
- Anti-Bribery. Each Party shall comply with applicable anti-bribery and anti-corruption laws, including the Malaysian Anti-Corruption Commission Act 2009, and shall not offer, give, request or accept any improper payment or gratification. The Merchant shall maintain procedures appropriate to its risk profile to prevent bribery by its personnel and associated persons.
- No Partnership or General Agency. No Partnership or General Agency. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship or general agency between the Parties. Any appointment of Pine Labs as collection agent, settlement agent, payment facilitator, processor, referral partner, technology provider, service provider or other limited intermediary applies only to the specific Product and only to the extent expressly stated in this Agreement or the applicable Product Terms. Pine Labs shall not be deemed to have authority to bind the Merchant except to the extent expressly stated.
- No Waiver. Failure or delay to exercise a right is not a waiver of that right.
- Severability. If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remainder of the Agreement remains effective.
- Entire Agreement. This Agreement contains the entire agreement between the Parties concerning its subject matter and supersedes prior discussions, proposals and understandings relating to that subject matter.
- Further Assurance. Each Party shall execute documents and take reasonable actions required to give effect to this Agreement.
- Third-Party Rights. Except for an Indemnified Person expressly entitled to the benefit of an indemnity, no person who is not a Party has any right to enforce this Agreement.
- Costs. Each Party bears its own costs of negotiating and entering into this Agreement unless expressly stated otherwise.
- Electronic Execution. This Agreement, Product Orders and related documents may be executed or accepted electronically. Electronic signatures and authenticated electronic acceptances shall have the legal effect permitted by Applicable Law.
- Counterparts. This Agreement may be executed in counterparts, which together form one instrument.
- This Agreement is governed by Malaysian law. Subject to Clause 19.2, the courts of Malaysia have exclusive jurisdiction, provided that Pine Labs may elect to refer a dispute to final and binding arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules, with Kuala Lumpur as the seat, one arbitrator and English as the language.
- Nothing prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, or Pine Labs from commencing straightforward debt-recovery proceedings for an undisputed amount.
The Merchant appoints and authorises Pine Labs to act as its settlement and collection agent solely in connection with the payment services provided under this Agreement. This authority includes receiving, collecting, processing, reconciling, deducting from, adjusting, withholding where permitted, and settling funds on behalf of the Merchant, in each case subject to the terms of this Agreement, the applicable Product Terms, Applicable Law, payment-network requirements and Pine Labs' settlement rights and limitations.
By signing below, the Merchant confirms that it has read, understood and agrees to be bound by this Merchant Agreement, comprising the Registration Form, these General Terms and Conditions and the applicable Product Terms and Conditions, as well as the Privacy Policy. This offer shall take effect on the date on which this Agreement is first signed by the Merchant (the “Effective Date”).
| THE MERCHANT | PINE LABS TECHNOLOGIES SDN. BHD. |
|
Signature: |
Signature: |
| Name: | Name: |
| Designation: | Designation: |
| Date: | Date: |
Annexure A Registration Form
| SECTION 1: Services Requested | ||
| Payment Methods | ||
|
Devices / Deployment Modes |
Card & QR ▢ POS ▢ Soundbox |
QR Only ▢ Fave DuitNow QR (Static QR) ▢ Fave DuitNow QR (Dynamic QR) ▢ Soundbox |
| Card Schemes | ▢ Visa ▢ Mastercard ▢ AMEX ▢ JCB ▢ MyDebit | |
| QR Acceptance | ▢ DuitNowQR | |
| BNPL | ▢ Atome ▢ GrabPay Later ▢ ShopeePay Later | |
| Instalment Payment Plan | ▢ 3 MTH ▢ 6 MTH ▢12 MTH ▢24 MTH | |
| Value Added Services | ||
| Merchant Dashboard |
▢ Business management tool (Terminal Merchants) ▢ FaveBiz (Fave DNQR Merchants) |
|
| Loyalty Redemption | ▢ CIMB Pay by Points | |
| SECTION 2: Business Information | |
| Registered Business Name | |
|
Trading Name (DBA) (Limited to 16 Characters) |
|
| Business Registration / Company No | |
| Date of Registration/incorporated | |
| Business Type |
▢ Sole Proprietor ▢ Partnership ▢ Sdn Bhd ▢ Bhd ▢ Others |
| Nature of Business | |
| Registered Address | |
| Trading Address | |
| TIN Registration Number | |
| SST Registration Number | |
| SECTION 3: Contact Information | (1) | (2) |
| Business Owner/ Director Name | ||
| Director NRIC/Passport No | ||
| Nationality | ||
| Phone Number | ||
| Primary Contact Person Name (Ops) | ||
| Designation | ||
| Phone Number | ||
| Finance Contact Person Name | ||
| Phone Number | ||
| SECTION 4: Banking & Settlement Details | |||
| Account Name | Account Number | Bank Name | Swift/BIC Code |
| SECTION 5: Business Operations | |
| Description of Goods/Services Rendered | |
| Estimated Total Annual Sales (MYR) | |
| Estimated Annual Card Transaction Volume (MYR) | |
| Average Transaction Size (MYR) | |
| Number of Outlets | |
| Number of Employees | |
| Source of Revenue | ▢ Malaysia ▢ Others (please specify) |
|
Source of Incoming Funds |
▢ Business Proceeds ▢ Commissions ▢ Services Rendered ▢ Return on Investments ▢ Others |
| Storing of Credit Card Details | ▢ No ▢ Yes (please specify): |
| 1. Services with a fulfilment of future datea. Tenure of the Service Offered |
▢ No ▢ Yes
|
|
Off-US Instalment Payment Plan (IPP) If Yes
|
▢ No ▢ Yes
|
| 5. Term & Conditions clearly stated on invoice? |
4. 5. ▢ No ▢ Yes |
|
| Outlet Details | ||
| Outlet Name, Address and/or Website URL | Phone Number | Email Address |
PEP Full Name PEP Position / Public Function PEP Country Relationship to PEP
| SECTION 6: Compliance & KYC Remarks | |
| Standard Due Diligence – All Merchants | |
| ▢ Business Registration Certificate (SSM) | |
| ▢ Store Photos ( Front/Door/Signboard/Product & Stock/Interior) | |
| ▢ Director Identification documents (NRIC/Passport) of all officers/authorized representatives as per SSM | |
| ▢ Company authorization letter if signor is not listed officer/authorized representative | |
| ▢ Identification document (NRIC/Passport) of authorised signor | |
| ▢ Copy 1 Month bank statement | |
| Standard Due Diligence – Card Payment Acceptance | |
| ▢ Identification documents of owners with shareholding ≥ 25% | |
|
▢ Certificate of Incumbency / equivalent corporate registry document for foreign corporate shareholders ( only applicable where the shareholder is a foreign-incorporated legal entity.) |
|
|
▢ Copy of PCIDSS certification (applicable for billing / ECR integration partners & e-commerce acceptance only) |
|
| Politically Exposed Person (PEP)/Person Closely Associated with A PEP Declaration | |
|
1. Are you, any of your directors, shareholders, beneficial owners, or authorised representatives a Foreign or Local Politically Exposed Person (PEP)? ▢ Yes ▢ No If yes: please provide the PEP’s name, position/public function, country, and relationship to the Merchant. |
|
|
2. Are you, any of your directors, shareholders, beneficial owners, or authorised representatives a family member or person closely associated with a PEP? ▢ Yes ▢ No If yes: please provide the PEP’s name, position/public function, country, and relationship to the Merchant |
|
| Enhanced Due Diligence (EDD) – High Risk Merchants (If Applicable) | |
| ▢ Audited Financial Statements (2 years min.) | |
| ▢ Sample of Sales invoice | |
| ▢ Product list | |
| Name as per NRIC/Passport : Name as per NRIC/Passport : NRIC/Passport No. : NRIC/Passport No. : Nationality : Nationality : Telephone/Mobile No. : Telephone/Mobile No. : Occupation : Occupation : Date : Date : Signature: Signature:Name as per NRIC/Passport : Name as per NRIC/Passport : NRIC/Passport No. : NRIC/Passport No. : Nationality : Nationality : Telephone/Mobile No. : Telephone/Mobile No. : Occupation : Occupation : Date : Date : | |
PEP Full Name PEP Position / Public Function PEP Country Relationship to PEP
SCHEDULE I
Assignment Agreement
This Assignment Agreement is dated
BETWEEN:
- APaylater Sdn. Bhd., a private limited company incorporated under the laws of Malaysia with registration number 202001002381 (1358700-T) ("we", "us", "our", the "Assignee"); and
- [ ], a [ ] company incorporated under the laws of [ ] with registration number [ ] ("you", "your", the "Merchant"),
(each a "Party" and collectively, the "Parties").
Whereas:
- The Merchant entered into a Malaysia Merchant Contract (“Merchant Contract”) with us on or about the date of this Assignment Agreement.
- The Parties hereby agree to enter into this Assignment Agreement as contemplated by the Merchant Contract.
- Definitions and interpretation
Capitalised terms not defined in this Assignment Agreement shall have the meaning set out in the Merchant Contract.
- Assignment of Receivables
- Pursuant to Clauses 3.1.3 and 3.1.4 of the Merchant Contract, you agree to sell and assign, and we accept the assignment absolutely to us of, all of the Receivables arising from time to time, including but not limited to the right to receive the outstanding Deferred Payment from the Customer under the Deferred Payment Agreements.
- In respect of each assignment of Receivables, we will make payment, or arrange for payment to be made, of the Assignment Settlement Amount to you after the conclusion of the applicable Deferred Payment Agreement.
- You confirm that you have irrevocably authorized us (or any of our affiliates) to notify the Customers of the assignments contemplated under this Assignment Agreement and further agree to, upon our request, promptly execute and deliver any other notice of assignment to the Customer that is required by us.
- Merchant Obligations
- You agree to comply at all times in full with all of your obligations under the Merchant Contract.
- You shall provide to us all co-operation, assistance, information and documents to recover any Deferred Payment from any Customer promptly upon our request.
- You shall not take any action which might adversely affect the legality, enforceability or validity or the full and timely realisation of any Receivable assigned or purported to be assigned to us under this Assignment Agreement.
- Representations and Warranties
- You represent and warrant that each assignment contemplated under this Assignment Agreement will be legal, valid and enforceable against you in accordance with the terms hereof and will be effective to transfer and assign the relevant receivables and rights, benefits, title and interest as specified under this Assignment Agreement to us.
- You represent and warrant that in respect of each Deferred Payment Agreement, the Receivables under that Deferred Payment Agreement exists at the time of assignment and shall be due and payable by the Customer on the due date specified in the Payment Schedule and not subject to any deduction, discount, set-off, suspension or counterclaim of any nature. Such Receivables are solely, legally and beneficially owned by you and will be vested in, sold, assigned and transferred to us free and clear of all claims, liens, security interests, or other charges or encumbrances pursuant to the assignment under this Assignment Agreement.
- You represent and warrant that all the representations and warranties given by you under the Merchant Contract are true and accurate.
- You confirm that each of the representations and warranties above are true and accurate and will remain true and accurate until this Assignment Agreement is terminated and no amounts remain owing by a Customer or by you to us pursuant to the Merchant Contract and/or this Assignment Agreement.
- Limited Recourse and Refunds
- If:
- any representation and warranty made by you under this Assignment Agreement is incorrect or misleading or you have breached any of your obligations and undertakings under Clause 3 of this Assignment Agreement, and such misrepresentation or breach of warranty or obligation or undertaking in the determination of the Assignee
- If:
(i) could reasonably be expected to affect the collection or recovery of a Deferred Payment from a Customer or (ii) which has or could result in a Customer failing to make payment of any part of a Deferred Payment on its due date; and/or
- there has been a dispute, Chargeback, Assessment or Cancellation or waiver of any Deferred Payment for any reason whatsoever,
For and on behalf of, [ ]
as “Merchant”
you shall upon our written notification, pay to us, or buy back from us the relevant assigned Receivables assigned under this Assignment Agreement for, an amount equal to the Re-Purchase Amount.
- Upon the occurrence of a Refund, you will immediately owe us a debt in an amount equal to the Refunded Amount.
- Without prejudice to any of our other rights under this Assignment Agreement, you agree and acknowledge that we shall be entitled at our discretion to set-off any Re-Purchase Amount, the amount equal to any Refunded Amounts and/or any Refund Fees against any present or future Assignment Settlement Amounts or demand payment of any Re-Purchase Amount, the amount equal to any Refunded Amounts and/or any Refund Fees within three (3) Business Days of our written notice to you.
- We will have no recourse to you except as expressly provided in this Assignment Agreement (including this Clause) and the Merchant Contract.
- Termination
We reserve the right to immediately terminate or suspend the purchase of Receivables under this Assignment Agreement at any time, whether for non-payment of outstanding amounts or for any other reason whatsoever. Any such termination will not affect any rights accrued or any terms which may be applicable to any Receivables which have been assigned prior to the termination.
- Assessment and Checks
In order for us to satisfy our obligations and to comply with the relevant requirements under applicable laws and regulations, and for anti-fraud and anti-money-laundering reasons, you shall, upon our reasonable request, share information relating to or arising out of this Assignment Agreement (including transaction information) with us from time to time. You authorize us to present the relevant information to regulatory authorities and banks for examination and verification.
- Miscellaneous
- This Assignment Agreement shall be in effect for as long as the Merchant Contract remains in effect, and shall terminate on the same day as the Merchant Contract is terminated. Any such termination will not affect any rights accrued or any terms which may be applicable to any Receivables which have been assigned prior to the termination.
- This Assignment Agreement may not be amended unless with the mutual written consent of the Parties.
- You cannot transfer or assign any rights you may have under this Assignment Contract without our prior written consent. We may transfer or assign its rights or obligations under this Assignment Contract without your consent.
- The provisions of clause 17 (Electronic Communications) of the Merchant Contract shall be incorporated into this Assignment Agreement as if set out in full in this Assignment Agreement, mutatis mutandis, as if references in those clauses to "this Merchant Contract" are references to this Assignment Agreement, and references in those clauses to "Atome" are references to the Assignee. With respect to delivery of records, written communication and notices by email, your email address is the email address you have provided to Atome under the Merchant Contract until such time as your new email address has been received by us and our email address is merchant@atomefin.com.
- The provisions of clause 18 (Confidentiality) and clauses 23.2 to 23.7 (Miscellaneous) of the Merchant Contract shall be incorporated into this Assignment Agreement as if set out in full in this Assignment Agreement, mutatis mutandis, as if references in those clauses and the definition of “Confidential Information” to "this Merchant Contract" are references to this Assignment Agreement, and references in those clauses to "Atome" are references to the Assignee.
- This Assignment Agreement and the relationship between you and us are governed by, and will be construed in accordance with, the laws of Malaysia, without regard to choice of law principles.
- In the event of a dispute, controversy or claim between the Parties arising from or relating to this Assignment Agreement (a “Dispute”), Parties shall first:
- issue a written notice of the Dispute (“Notice”) to the other Party; and
- attempt to resolve such Dispute in good faith by negotiation for at least thirty (30) calendar days upon receipt of Notice.
- If the Parties are unable to resolve the Dispute by negotiation in accordance with Clause 8.7 above within thirty (30) calendar days upon receipt of such Notice, the Dispute shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) in accordance with the AIAC Arbitration Rules in force at the time, which rules are deemed to be incorporated by reference in this Clause 8.8. The seat of the arbitration shall be Kuala Lumpur, Malaysia. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
For and on behalf of,
APaylater Sdn. Bhd. as “Assignee”
Name: Title:
Name:
Title: Director
Annexure B EDC Form
Dear Merchant,
Congratulations on your association with Pine Labs through our Payment Acquiring Services and Instalment Payment Plan (IPP) Program. We are focused on empowering you to increase your revenues, whilst reducing costs, complexities and risks involved to grow your business with our technology and solutions.
The following standard fees apply PRIOR to the installation of EDC Terminal:
|
UNIT EDC Terminal ▢ POS Device Model: ▢ Soundbox Device Model:
*this fee is 100% refundable if application is rejected. |
RM |
|
WAIVED |
Training (Live) | |
Service , Sim Card , Paper rolls) 8% SST Apply |
RM |
| TOTAL FEE | RM |
Note:
- It takes approximately 4-6 weeks from the date of your application to installation of the EDC Terminal. The approval of the application is at the sole discretion of the Acquirer and Pine Labs reserves the right to reject the application without sharing any reasons whatsoever. The documents collected are for processing purposes only and will not be returned.
- Please indicate choices of service by ticket (✓) the applicable boxes. Please read the applicable terms and conditions, and sign the applicable assignment agreement with the relevant providers.
| MERCHANT DISCOUNT RATE (MDR) | |||||
|
SCHEME: Visa/Master/MyDebit |
Credit/Debit MDR:
MyDebit MDR:
Foreign MDR: |
||||
| TICK | ACQUIRER IPP | 3 MONTHS | 6 MONTHS | 12 MONTHS | 24 |
| ▢ | CIMB | 3% | 4% | 5% | 6% |
| ▢ | ACS | N/A | 3% | 4% | 5% |
Page 21 of 24
|
OFF US Instalment Banks | |||||||
|
▢ |
ISSUER IPP | 3 MONTHS | 6 MONTHS | 12 MONTHS | 24 MOTNHS | 36 MOTNHS | |
|
|
Credit MDR + Fee 2.2%* |
Credit MDR + Fee 2.6% |
Credit MDR + Fee 4.1% |
Credit MDR + Fee 6.35% |
Credit MDR + Fee 8.75%** |
|
|
▢ |
QR & BNPL [T+1 for all except Atome (T+3)] |
Wallet | Type | MDR | |||
| ▢ DuitNow QR | Static | 1.00% | |||||
| ▢ DuitNow QR | Dynamic | 1.00% | |||||
| Atome (https://app.atome.sg/s/YW81bdW2FS)▢ 3 months | BNPL | 6.00% | |||||
| GrabPay LaterGrabpay Later T&C▢ 1 month▢ 4 months | BNPL | 6.00% | |||||
| ShopeePay Later (https://help.shopee.co m.my/portal/4/article/7 7231-SPayLater-Terms-of-Service ) | BNPL | 1.00% | |||||
Note:
- Nett IPP Rates (off-us IPP) = Local Credit Card MDR + Issuer Subvention Fee
- * HSBC,RHB,SCB
- ** OCBC,UOB,HSBC,SCB, ALLIANCE BANK,BSN
- Issuer(s) reserve the right to disable acceptance for selected tenures.
- Issuers and Tenures will be enabled based on availability and will be enabled on Pine Labs terminal from time to time.
- Price and Fees may subject to sales and service tax (SST).
- Limited to Banks Partner Acquirer(s) that are integrated with Pine Labs.
- Pine Labs will facilitate on-boarding with Bank Partner Acquirer(s) subject to their approval.
- Settlement is performed directly between the Pine Labs with Merchant at T+1 (next day settlement).
Terms
- Merchant shall take all necessary steps and/or precautions to ensure that the goods/services are not mistaken or misrepresented as being associated with, being sold by, marketed by, or being offered for sale by Pine Labs.
- Going forward commercials for any additional payment mode/mechanism or value-added services offered by Pine Labs, will be informed to the Merchant via an email to his/her registered Email ID, provided above or at the time of onboarding. An opt out feature will be provided for all such payment mode/mechanism or value-added services. The Merchant can also connect with customer service at 1800387883 or support.my@pinelabs.com (24 hours, seven days a week) and discontinue any payment mode/mechanism or value-added services.
Page 22 of 24
- The Merchant shall keep himself/herself updated on the Product Terms and Conditions and Terms of Use and Privacy Policy of Pine Labs at https://www.pinelabs.com/terms-of-use and https://www.pinelabs.com/privacy-policy and shall always comply with the same.
- Pine Labs shall be entitled to deploy any marketing material relating to payment modes or value-added services at Merchant outlets.
Acceptance
By signing below, the Merchant confirms that it has read, understood and agrees to be bound by this Merchant Agreement, comprising the EDC Form, these General Terms and Conditions and the applicable Product Terms and Conditions, as well as the Privacy Policy.
This offer shall take effect on the date on which this Agreement is first signed by the Merchant (the “Effective Date”). By signing below, the Merchant confirms it has read, understood and agrees to be bound by this Merchant Agreement (the Registration Form, these General Terms & Conditions and the Product Terms & Conditions) and the Privacy Policy at myfave.com/privacy. This offer is effective on the date first signed below (the Effective Date).
| THE MERCHANT | THE MERCHANT |
|
Signature: |
Signature: |
| Name: | Name: |
| Designation: | Designation: |
| Date: | Date: |
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(Not applicable to Outright Purchase Package)
Merchant agrees that it shall pay the charges below,
For any loss or damage to the Device(s) of Pine Labs, Merchant will indemnify Pine Labs as per below table:
| Products | Charges |
| Pine Labs Android Wireless | RM 1200.00 |
| Pine Labs Soundbox | RM 250.00 |
| Cracked Touch Screen of Terminal | RM 500.00 |
| Power Cord | RM 200.00 |
| Swivel Stand | RM 75.00 |
Any such amount as and when payable will be adjusted against the advance if any has been paid by Merchant. In the event no advance payment were paid, such amount will be claimable by Pine Labs.
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