1. DEFINITIONS

1.1 For the purposes of this Agreement, the following expressions or capitalized words when used here shall have the following meaning:

“Account Activity”means your activity in utilizing FPX Services. In respect to Clause 5.2, this means both the Software login and Credit Movement.

“Activation Fee”means the fee that may be deducted from your FPX Credit balance, for the activation of applicable payment methods or other FPX Services at your FPX Account, upon your request.

“Annual Cycle” means the Membership Period of three hundred sixty-five (365) calendar days.

“Authorized Users” means the verified users who have gone through FPX KYC process, and recorded by FPX as the owner or manager of a FPX Account.

“Auto-reload” means the feature provided by FPX which allows you to enable your preferred payment method to be automatically charged to reload your FPX Account so that your FPX Account does not, at any point in time, have a negative FPX Credit balance.

“Auto-renew” means the feature which allows FPX to deduct from your FPX Credit balance automatically at the end of the cycle of your Membership Period.

“Billing Cycle” means the cycle of applicable Membership Period for which you enable the Auto-renew for the subscription of your Membership Plan.

“FPX,” “we,” “us” or “our” means FPX Group of companies.

“FPX Account” means an account that is registered under a Merchant that is verified by FPX.

“FPX Credit” means an amount of credits in monetary value, allotted and matched the topup amount paid by you to your FPX Account (subject to clause 5.2). FPX Credit can be used for deduction against the FPX Transaction Fee incurred, Membership Fee and applicable Activation Fees.

“FPX Services” means all or any of our services including our publicly available application programming interfaces (APIs), billing, payment form, payout and any other features, technologies and/or functionalities as may be offered by us from time to time on our FPX Website or through any other means.

“FPX Website” means www.fpx.com, and its subdomains.

“Business Day” means any day (excluding Saturdays, Sundays, federal holidays, and special holidays where FPX declares its office closed) on which banks in Kuala Lumpur, Malaysia are open for business.

“Confidential Information” means all information marked pursuant to Clause 13 and disclosed by either Party and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a Party that contains, reflects, or is derived from such information.

“Credit Movement” means changes to your FPX Credit balance by topup, deduction or transfer of your FPX Credit within one (1) year, starting 1 January 2021.

“Financial Institution” means any organization licensed by Bank Negara Malaysia that is engaged by the relevant Party for the fulfilment of FPX Services.

“Financial Process Exchange” or “FPX” means an online payment gateway operated by Payments Network Malaysia Sdn Bhd that facilitates interbank transfer of funds.

“FPX Seller ID” means a unique alphanumeric code assigned by FPX to identify the Merchant.

“FPX Transactions” means the transactions conducted on FPX, which includes Direct Debit and internet banking via current, savings or credit card account.

“FPX Transaction Fee” means the fee that is deductible by FPX from your FPX Credit balance for FPX Transactions arising from your usage of FPX Services.

“Information” means any FPX Account information that you provide to us, including but not limited to personal information, financial information or other information related to you or your organization.

“Marks” means any trademarks and service marks (whether registered or not, or at common law), trade names, organization names, logos, symbols, and internet domain names.

“Membership Fee” means the membership fee that is deductible by FPX from your FPX Credit balance for your Membership Plan subscription to utilize FPX Services.

“Membership Period” means the period of the Membership Plans offered by FPX.

“Membership Plan” means the membership plan with its pricing and different Activation Fees as chosen by the Merchant that allows access to FPX Services. For clarity, the Enterprise Membership under the Membership Plan is subject to Clause 4.7 of this Agreement.

“Monthly Cycle” means the Membership Period of thirty (30) calendar days.

“Offer Letter” means a written offer by FPX regarding Merchants’ subscription of the Enterprise Membership either in its entirety or in part.

“Own FPX Seller ID” means Merchant’s own FPX Seller ID configured to the Software as part of FPX Services. For Merchants who do not have their own FPX Seller ID and wish to apply for one via FPX, Merchants must subscribe to the Enterprise Membership.

“Party” means either FPX or Merchant, and “Parties” means FPX and Merchant collectively.

“Payment Method” means a type of payment method that FPX accepts and provides to you from time to time (subject to availability and as set out on FPX Website): online banking, debit/credit/prepaid card, e-wallet, and redemption codes.

“Product Disclosure Sheet” means a documented full disclosure of the scope of the Enterprise Membership.

“Service Fee” means the fee chargeable to you by Financial Institutions for relevant transactions including but not limited to, merchant discount rate (MDR), that arise from your usage of FPX Services.

“Shared FPX ID” means FPX’s FPX Seller ID that is shared with a Merchant who does not have an FPX Seller ID.

“Software” means FPX’s proprietary platform (whether in staging or production environment), system and/or application software that is specifically licensed to you pursuant to this Agreement.

“Merchant” or “you” means organization using FPX Services that is verified by FPX.

2. SOLE DISCRETION

2.1 We reserve the right to amend, modify, add or remove any provisions under this Agreement at any time, at our sole discretion. Changes shall become effective immediately upon upload and publication by us on FPX Website. Your continued use of FPX Account and/or FPX Services shall constitute your acceptance of the prevailing Agreement including any term which may have been amended from time to time. You are responsible to regularly check this Agreement for updates or amendments.

3. APPOINTMENT

3.1 By registering a FPX Account with us, you agree to appoint FPX as your authorized collection and disbursement agent (if you opt to utilize Shared FPX ID) and/or service provider for payment integration and maintenance (if you opt to subscribe to Enterprise Membership). You should immediately cease use of FPX Account and FPX Services if at any time you disagree to FPX being your collection agent and/or service provider for payment integration and maintenance. FPX shall at all times be entitled to accept or reject your registration of FPX Account and/or your appointing us as collection agent as we deem fit.

3.2 You are aware FPX is not a Financial Institution and therefore has no control over any of the Financial Institution’s uptime and availability.

3.3 By appointing FPX as your authorized collection and disbursement agent, you agree with the appointment of the Financial Institution of our designation to process payouts in accordance with the terms of this Agreement. A clearing account for payouts will be maintained by the Financial Institution of our designation. We may add, remove or change the Financial Institution designated as our clearing account at any time. Your continued use of FPX Account and/or FPX Services constitutes your consent and agreement to such additions, removals and changes.

4. MEMBERSHIP PLANS

4.1 Sign Up and Membership Plan. Before you can have access to FPX Services, you need to be verified by FPX, and sign up for a FPX Account. Upon successful sign up, your FPX Account will be on Basic Membership which has no Membership Fee. To enjoy full access to FPX Services, you may choose to upgrade your membership by subscribing to a higher Membership Plan. Each Membership Plan may be subject to additional terms and conditions. Your choices of Membership Plans are as follows:

(i) Basic Membership

(ii) Standard 30 Membership (Monthly Cycle)

(iii) Standard 365 Membership (Annual Cycle)

(iv) Enterprise Membership (subject to Clause 4.7)

The Membership Fee and/or Activation Fees will remain fixed during the subscription term unless there is a plan downgrade or upgrade. For Enterprise Membership, the application process and the applicable fee are subject to the Offer Letter and the Product Disclosure Sheet.

The Membership Plan and access to FPX Services start on the date you are verified and approved by FPX, and payment for the Membership Fee and/or Activation Fees (if applicable) has been received by FPX via a valid Payment Method.

4.2 Billing Cycle and Membership Period. The Billing Cycle is dependent on your chosen Membership Plan which has its own Membership Period (subject to Clause 4.7). Where you have selected to automatically renew your Membership Plan, then FPX will automatically bill the Membership Fee and/or Activation Fees (if applicable) to your Payment Method after the end of each Membership Cycle, until your Membership Plan is cancelled or terminated. For example, if Merchant purchases a monthly Membership Plan on February 1, Merchant’s subscription will automatically renew two (2) days before March 1. In the event FPX is unable to collect the Membership Fee and/or Activation Fees on the relevant due date, you consent for us to offset such amount with your daily total collection (in multiples of RM100). For example, if the amount due is -RM1501, then we will deduct RM1600. If the amount due is –RM18,001, then we will deduct RM18,100. FPX shall be entitled to, at its sole discretion, suspend you from utilising FPX Services until the Activation Fee has been settled/offset.

If you have not selected to automatically renew your Membership Plan, then FPX will automatically downgrade your Membership Plan to Basic Membership after the end of the Billing Cycle of your chosen Membership Plan.

The Membership Plans purchased are non-refundable and non-transferable. The Membership Plans subscription cannot be cancelled.

4.3 Plan Downgrade or Upgrade. Where there is any upgrade or downgrade in plan level, you will be charged the new rate at the next Membership Cycle (subject to Clause 4.7). There will be no prorating for downgrades in between Membership Cycles. Downgrading your service will cause the loss of features or capacity of your FPX Account. FPX does not accept liability for any loss in relation to changes made to the plan level.

4.4 Plan Changes. We reserve the right to change our Membership Plans periodically. Such change may or may not affect the plan you have subscribed for. We aim to provide reasonable notification to you if we are of the view that you are affected by the change. Changes shall become effective immediately upon notification by us to you via your registered login email or such other date as may be determined by FPX. Your continued use of FPX Account and/or FPX Services shall constitute your acceptance of the latest Membership Plan including any term which may have been changed from time to time.

4.5 FPX Transactions, ID and Payout. FPX gives preference to FPX Transactions and maintains its Shared FPX ID (subject to Clause 4.7). If a Merchant wishes to utilize Shared FPX ID, any transactions made via FPX will go through FPX’s payout account before it reaches Merchant’s bank account. In addition, the payout will only occur on next Business Day (subject to Clauses 5.3 and 5.4).

4.6 Other Payments Due. If there should be any other payments to be made to FPX, such payment shall be made within thirty (30) days of the date of the invoice. If Merchant is delinquent on payment of fees for thirty (30) days or more, FPX may suspend Merchant’s access to FPX Services. Complaints concerning invoices must be made in writing within fourteen (14) days from the date of the invoice. Invoices will be sent by electronic delivery unless requested otherwise by you, where additional fees will apply. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods).

4.7 Enterprise Membership. The Enterprise Membership is a membership plan that allows Merchants who already have Own FPX Seller ID or wish to register for an FPX Seller ID to utilize the real-time payout speed for FPX Transactions (“Direct FPX”). The Enterprise Membership is subject to an Offer Letter and Product Disclosure Sheet provided by FPX, that govern its FPX Transactions payout speed and fee, membership term, membership fee, termination clause, billing cycle, and billing method. Consequently, Clauses 4.2, 4.3, 4.5, 5.1, 5.2, 5.3 and 7.1 of this Agreement are not applicable to the Enterprise membership, unless stated otherwise.

5. FEE

All Fees shall be in Malaysian Ringgit (MYR).

5.1 Prepaid Basis. Transactions conducted via FPX are on a prepaid basis to your FPX Credit balance regardless of the Membership Plan you have subscribed to (subject to Clause 4.7). The reload amount shall be in Malaysian Ringgit (MYR). The minimum reload amount is RM2. Your FPX Credit balance would be deducted for any FPX Transaction Fee, and Membership Fee.

You can stop using FPX at any time by stopping all collections. You can also downgrade to Basic Membership (provided no bulk purchases has been done for a higher Membership Plan) You will however continue to have access to your FPX Account. FPX Transactions conducted and FPX Transaction Fee deducted/incurred are non-reversible and non- refundable, respectively.

FPX shall from time to time be entitled to revise the FPX Transaction Fee with reasonable notification to you via FPX Website.

5.2 Credit Balance. By registering a FPX Account with us, your FPX Account is subject to auto-reload after your FPX Account does, at any point in time, have a negative credit balance (subject to Clause 4.7). In the event a negative credit balance is incurred, we will offset such negative credit balance with your daily total collection (in multiples of RM100). For example, if the negative credit balance is -RM1.06, then we will deduct RM100. If FPX Credit balance is -RM106, then we will deduct RM200.

FPX shall be entitled to, at its sole discretion, suspend you from utilising FPX Services until the negative credit balance has been settled/offset.

The FPX Credit balance in your FPX Account is transferable (if requested) to another FPX Account. FPX does not accept liability for any loss arising from its execution of transfer instructions due to inaccurate details provided by you.

Your FPX Credit in your FPX Account will expire after one (1) year from the date of the last Account Activity appearing in your FPX Account. Expired credits mean the credits will be rendered as null and void. FPX does not accept liability for the forfeiture of your FPX Credit.

5.3 Payout Period for FPX Transaction. Daily total collection (minimum RM0.01) will be deposited automatically into your bank account the next Business Day (UTC+08:00 Kuala Lumpur) anytime between 00:00–23:59 excluding Friday, Saturday and Sunday. For example:

5.4 If the present payout day is a federal holiday or a special holiday where FPX’s office is closed, payout day shall be the next Business Day. Payout shall be provided on best effort basis based on the relevant Financial Institution’s uptime and availability.

6. TAX

6.1 Any and all fees (including the Activation Fees, FPX Transaction Fee and Service Fees) are exclusive of all taxes, levies or duties imposed by tax authorities, and you shall be responsible for payment of all such taxes, levies or duties. You shall reimburse FPX and hold FPX harmless for all sales, use, value added tax, goods and services tax, excise, property or other taxes or levies which FPX is required to collect or remit to applicable tax authorities.

7. TERM AND TERMINATION

7.1 Term. The duration of this Agreement will continue until the proper termination of your FPX Account (subject to Clause 4.7).

7.2 Termination, suspension, closure or limiting of your FPX Account without cause. FPX may terminate, suspend, close or limit your FPX Account and/or access to FPX Services or remove any data or content transmitted via the Software without liability and any license created hereunder may be terminated, suspended, closed or limited by FPX. If this occurs, FPX will refund your available FPX Credit balance (after deducting any free/promo credits given by FPX) and/or give you a prorated refund of the fixed fee paid based on the number of days remaining in your Membership Plan. For the avoidance of doubt, we will not give any refund for termination related to conduct that we determine, in our discretion, violates this Agreement or any applicable law, involves fraud or misuse, or is harmful to our interests or another Merchant.

7.3 Termination, suspension, closure or limiting of your FPX Account with cause. FPX has the right (but not the obligation) to terminate, suspend, close or limit your FPX Account and/or access to FPX Services or remove any data or content transmitted via the Software without liability and any license created hereunder may be terminated, suspended, closed or limited by FPX:

1. if you fail to make any payments due within thirty (30) days of the due date;
2. if you breach any of the provisions under this Agreement or if you fail to perform any obligation required of you, and such failure is not cured within a period of fourteen (14) days from the date of such notice of breach being issued by FPX;
3. you file a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commence an action providing for relief under bankruptcy laws, file for the appointment of a receiver or is adjudicated a bankrupt;
4. if FPX reasonably believes that the Software is being used in violation of this Agreement or applicable law;
5. if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that FPX shall use commercially reasonable efforts to notify you prior to suspending the access to the Software as permitted under this Agreement;
6. as otherwise specified in this Agreement;
7. if you intentionally and/or knowingly use FPX Services to do any of the following:
   a. receive payments directly or indirectly for:
   ●  any sexually oriented or obscene materials or services in violation of FPX’s policy;
   ●  any narcotics, other controlled or illegal substances, steroids or prescription drugs in violation of any laws;
   ●  wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity;
   ●  any counterfeit products;
   ●  any weapons including firearms, ammunition, high capacity magazines, air guns, explosives;
   ●  any fireworks or pyrotechnic devices or supplies;
   b. attempt to tamper, hack, modify or otherwise corrupt the security or functionality of FPX Service;
   c. money laundering activities;
   d. unregulated digital exchange platforms;
   e. any illegal or immoral activities, including but not limited to such activities that violate the laws of Malaysia.

Information on FPX’s servers and thereby access to the Software will be unavailable to you if there is termination, suspension, closure or limitation applied to your FPX Account. FPX shall use reasonable endeavours to try giving you notice of such termination, suspension, closure or limitation at its sole discretion.

7.4 Termination by Merchant. This Agreement may be terminated by you on ninety (90) days written notice to FPX if FPX fails to perform any material obligation required of it and such failure is not cured within ninety (90) days from FPX’s receipt of your notice or a longer period if FPX is working diligently towards a cure (subject to Clause 4.7).

7.5 Effect of Termination. Upon termination of this Agreement, you shall no longer access the FPX Account, Software and/or FPX Services and you shall not circumvent any security mechanisms contained therein. You shall also forthwith withdraw any reference to or related forms by FPX and/or FPX Services from your documents and/or websites and shall forthwith cease the use of the Marks.

7.6 Other Remedies. Termination of this Agreement will not limit either Party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve your obligation to pay all fees that have accrued or are otherwise owed by you under this Agreement.

8. MERCHANT WARRANTIES AND OBLIGATIONS

8.1 You are solely responsible for your Information as well as entry and maintenance of the same. You acknowledge that FPX acts merely as a passive conduit for the online distribution of your bills and facilitating payment from your customers to your account.

Where you utilize FPX payout service (in particular), you shall at all times ensure that there is sufficient credit balance in the Payout Limit and that the payment details and instructions are accurate. FPX does not accept liability for any loss arising from its execution of payment instructions due to inaccurate details provided by you.

8.2 You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of FPX Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.

8.3 You shall be obliged to inform your Authorized Users before the beginning of use of the Software about the rights and obligations set forth in this Agreement. You will be liable for any violation of obligations by your Authorized Users, customers or by other third parties who violate obligations within the User’s control. You are fully liable for the acts and omissions of your third party contractors under this Agreement.

8.4 You shall be obliged to keep the login details, passcode, PIN and/or API integration keys required for the use of the Software confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions. Personal access data must be changed at regular intervals.

8.5 Before entering its data and Information, you shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose.

8.6 You shall use your best efforts to ensure that the Information and your activities (including your payments and receipt of payments) that are transacted through the FPX Services is and/or does not:

1. false, inaccurate or misleading;
2. fraudulent or involve the sale of counterfeit or stolen items;
3. related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools);
4. infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;
5. violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising);
6. defamatory, libelous, unlawfully threatening or unlawfully harassing;
7. obscene or contain child pornography;
8. contain any viruses, Trojan horses, worms, time bombs, bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or
9. jeopardize any reputation or liability for FPX or cause FPX to lose (in whole or in part) FPX Services.

9. DISCLAIMER

9.1 The Software, FPX Services (including the APIs) and any other technology or materials are provided on an “as is” and “as available” basis. We make no representation or warranty, express or implied, that the Software, FPX Services or any feature thereof shall always be reliable, timely, secure or defect free, or that the services will be uninterrupted and available at all or any particular time or location. You accept that we do not represent or warrant that the Software and/or FPX Services will be error-free at all times. You are also aware and acknowledge that the Software and/or FPX Services rely on third party technologies and facilities including internet connectivity which are not within our control. You acknowledge the characteristics and limitations of digital and wireless networks and that data may be corrupted, delayed or lost despite security and other measures taken by us. You agree not to hold us liable for any failures as highlighted above.

9.2 You expressly agree that your use of the Software and/or FPX Services is at your sole risk and discretion and you will assume total responsibility. You will rely on your own review and evaluation of the Software and/or FPX Services to assess its suitability for your particular purpose. Your sole remedy against us in the event of dissatisfaction is to cease using FPX Services.

9.3 FPX reserves all its rights to adjust and amend the contents of the Software and/or FPX Services (including the APIs) from time to time. If such adjustment or amendment leads to necessary changes in your software, interfaces or operating procedures, FPX shall use reasonable endeavours to try notify you within a reasonable period and you agree to bear all the costs at your end in relation to such adjustment and amendment, and in ensuring business as usual.

10. LIABILITY

10.1 Our obligations hereunder relate strictly to the operation of the FPX Services. Except as set out in this Agreement, we shall not be liable for the goods, services or any transactions which you conduct with your customers and/or other parties via your FPX Account. You shall resolve all and any dispute whether as to quality, safety, ability, legality or any other matters directly with the relevant customer or other party.

10.2 You shall be solely responsible for any fees charged by banks or other third parties, and/or the payment of sales and services tax and/or value added tax and any other duties or charges arising from the transaction undertaken by you with banks and third parties.

10.3 FPX will have no liability for any claim of infringement based on: (i) Software which has been modified by parties other than FPX where the infringement claim would not have occurred in the absence of such modification; (ii) your use of the Software in conjunction with data where use with such data gave rise to the infringement claim; or (iii) your use of the Software outside the permitted scope of this Agreement.

10.4 We shall not be responsible in the event that your FPX Account is compromised due to your failure to keep your login details, passcode, PIN and/or API integration keys secure.

10.5 You should promptly notify us in the event there are any irregularities to your FPX Account. We are however under no obligations whatsoever to effect any transaction reversal or refund unless our investigations reveal an error in our Software or a default or omission on our part.

10.6 To the fullest extent permitted by law, we, including our directors, officers, employees, subsidiaries, affiliated and holding companies, will not be liable to you or any third party for any loss or damages whatsoever, whether direct, indirect, consequential, punitive, exemplary or incidental arising out of or in connection with your FPX Account or the failure of the Software and/or FPX Services to operate, including without limitation loss of opportunity, goodwill, revenue, profits or data, damage to property, injury to person or death, theft, fraud, machine downtime or damages caused by any deficiency, defect, error or malfunctioning of the Software and/or FPX Services. Your acceptance of this limitation is an essential term of your use of FPX Services and you acknowledge that we would not have otherwise agreed to provide FPX Services to you without your agreement to this term.

10.7 FPX’s liability (if any) shall not in aggregate exceed the amount of a Merchant’s monthly Activation Fee which gave rise to such damages.