1. PAYDIBS SDN. BHD. [Company Registration No.: 201001018323 (902029-A)] (“Paydibs”), a company incorporated under the laws of Malaysia and regulated by the Central Bank of Malaysia (Bank Negara Malaysia) as Merchant Acquiring Services provider. This Terms of Use (“Agreement”) constitutes a legal agreement between Paydibs and you, as the Merchant, that sets forth the terms and conditions which governs your use of the Paydibs Services as owned by Paydibs. By accessing our platform (whether through our website https://www.paydibs.com/, mobile application and/or other medium developed and maintained by Paydibs) (“Platform”) and using all and/or any part of the Paydibs Services signify your irrevocable acceptance of all of the terms and conditions contained in this Agreement including the Privacy Policy.
2. You should read all these terms carefully when choosing whether to use the Paydibs Services. This Service Agreement encompasses all services provided by Paydibs, including but not limited to online payment solutions, mobile applications for retail merchants, and physical payment terminals. By signing this Agreement, the parties acknowledge that they have full knowledge of the terms and conditions herein and agree to be bound by them. Paydibs, as a payment services provider, facilitates the creation, hosting, maintenance, and delivery of its services via the Internet, ensuring that merchants can efficiently manage and process payments both online and in-store. The services enable merchants to sell their products and/or services to customers and receive payments facilitated through the Paydibs platform.
3. Please note the following risks of using the Paydibs Services at your sole risks and responsibilities:
   
   
   1. any payments received in your Paydibs Account may be reversed at a later time, for example, if a payment is subject to a Chargeback, Reversal, claim or is otherwise invalidated by any relevant party [including but not limited to the Bank and/or government authority(ies)]. This means that a payment may be reversed from your Paydibs Account after you have provided to the sender (whether such party is your representative, agent, and/or shipping or courier company) with the products and/or services that were purchased by the Customer.
   2. we may, at our sole and absolute discretion, close, deactivate, suspend, or limit your access to your Paydibs Account, the Paydibs Services, and/or limit access to your funds in your Paydibs Account if you violate any part of this Agreement, Privacy Policy, and/or any other agreements that you have entered into with us in connection to the Paydibs Services.
   3. you are solely responsible, at your own cost and expense, for understanding and complying with any and all laws, rules, and regulations of the specific jurisdiction where you are operating your business that may be applicable to you in connection with your use of the Paydibs Services, including but not limited to, those related to export or import excise duties, taxes, or foreign currency transactions.
4. This Agreement shall not be regarded as a solicitation of the Paydibs Services and Paydibs is not targeting any country to market or promote the Paydibs Services through this Agreement in any manner whatsoever.
5. Paydibs reserves full rights to revise this Agreement at any time as Paydibs deems fit with or without providing you with any written notice by uploading a revised version on our Platform wherein such revised version shall be effective at the moment we uploaded it. Your continued access of the Platform and use of the Paydibs Services shall be deemed that you have acknowledged and agreed to any amendments, variations, and/or modifications of the Agreement from thereof.
6. This Agreement is subject to change from time to time. Changes may be made by mutual agreement between you and us for the following circumstances:
   
   
   1. Paydibs shall notify you of any fees change by a twenty-two (22) day prior written notice to the current or last known trading address of yours or your registered office or by email to any of the emails registered with the Merchant Account.
7. Words that used simultaneously such as “us”, “we” and “our” refer to Paydibs.

1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
   
   

   Affiliates means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;

   Bank means any banks and/or financial institutions licensed by the relevant government authorities in any part of the world;

   Business Day means any day not being Saturday, Sunday or a public or bank holiday in Kuala Lumpur;

   Card Association means any organization, entity, or group that manages, operates, or governs the policies, procedures, standards, and regulations pertaining to payment card networks and systems. This includes, but is not limited to Visa, MasterCard, American Express, Union Pay or other recognised electronic payment cards;

   Cardholder means the Customer as the cardholder of a debit card and/or credit card;

   Card Issuer means a financial institution that issues the Card to the Customer;

   Chargeback means a dispute raised by the Customer for whatsoever reasons (not limited to fraud and/or identity theft) in demanding a payment refund in relation to a Payment Transaction. It also means an invalid or disputed Transaction which the Acquiring Bank identifies as being invalid or non-collectible after initial acceptance on account of fraud, lost/cancelled/unissued/invalid account identification, unresolved customer complaint or other causes which may be charged ultimately to Merchant;

   Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data shall be deemed confidential;

   Customer means the end users of the Paydibs Services to effect payment for any products and/or services sold by the Merchant through its websites and/or other electronic commerce platforms;

   Laws means the applicable law as stated in Clause 29 (and if no country is specified, then the applicable shall be deemed to be the laws of Malaysia) which shall include, without limitation, any regulation and enactment;

   Merchant means any individual or corporate entity who desires to subscribe and use the Paydibs Services to facilitate the Payment Transaction;

   Paydibs Account means the merchant account provided by Paydibs to the Merchant for the Paydibs Services;

   Paydibs Services means the services offered by Paydibs to the Merchant to facilitate Payment Transactions from the Customer on behalf of a Merchant, including but not limited to, Paydibs Pay, Paydibs Checkout, Paydibs Terminal and/or other payment products and/or services that Paydibs may offer from time to time;

   Payment Transaction means any payment transaction effected by the Customer through the Paydibs Services for the purchase of any products and/or services sold by the Merchant;

   Reversal means any void Payment Transaction (not limited to cancellation of any products and/or services ordered by the Customer for whatsoever reasons) and where payment funds of such void Payment Transaction are refunded by the Bank to the Customer’s bank account and/or other electronic money (e-money) account (if applicable);

   Settlement means the amount due to Merchant;

   Payout Processing Period means the period between the date of the Transaction and the date on which Settlement in respect of that Transaction is due to Merchant; and

   “You” or “your” means the Merchant.

2. Unless the contrary intention is evinced, words denoting the singular number only shall include the plural number and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies corporate, unincorporated associations, partnerships or an authority.
3. Headings in this Agreement are for convenient reference only and shall not be used to construe or interpret this Agreement.
4. All references to statutes, and provisions of statutes include such statutes and provisions as modified, re-certified and re-enacted.
5. The words “included”, “including”, “in particular” or any similar expression shall be construed as illustrative and not limit the sense of the words preceding them.
6. The words “hereof”, “hereto”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and references to any clauses, articles, sections, schedules and exhibits are references to the clauses, articles, schedules and exhibits of this Agreement unless otherwise specified. Schedules, appendices, annexes, addendums, attachments and exhibits attached hereto are an integral part of this Agreement.

1. Paydibs is a payment services provider and acts as such by creating, hosting, maintaining, and providing our Paydibs Services to you via the Internet. In addition to being a provider for online payment solutions, Paydibs also offers a comprehensive suite of payment services for retail merchants. This includes our mobile application, designed specifically for retail store merchants to collect payments from customers seamlessly. Moreover, we provide physical payment terminals to merchants, enabling them to accept a wide range of payment methods in a brick-and-mortar setting. Through these combined services, Paydibs ensures that merchants can efficiently manage and process payments both online and in-store, enhancing their overall business operations. Our services allow you to sell your products and/or services to the Customers and receive payments from the Customers facilitated via the Paydibs Services.
2. Paydibs is not a remittance business service, a money transfer service, and/or other related services thereto. We do not have any control over and are not responsible or liable in any manner whatsoever for the products and/or services that are paid for by the Customer by using the Paydibs Services. We shall not be held liable and/or responsible in any manner whatsoever, to ensure that the Merchant will fulfill their obligation to deliver the product and/or services purchased by the Customer. For the avoidance of any doubts, Paydibs shall not be a party to any disputes between the Merchant and Customer, including but not limited to the delivery, wrong orders, size, quality, quantity, warranty, or use of any Merchant’s products and/or services sold to the Customer and/or request for any refund of payments as a result of any Chargeback and/or Reversal. Any disputes arising from thereof shall be restricted solely between the Merchant and Customer.
3. You further agree that Paydibs shall not be liable for any delays in crediting funds to the Merchant’s account that are caused by the processing bank. While Paydibs will ensure timely processing of transactions on its end, any delay due to the processing bank’s actions or inactions is beyond Paydibs’ control. In such cases, Paydibs will not be held responsible for any resulting damages, losses, or inconveniences experienced by the Merchant.
4. Paydibs will make reasonable efforts to follow up with the processing bank and expedite the resolution of any such delays. However, the Merchant acknowledges and agrees that Paydibs’ responsibility is limited to processing the transaction and transferring the funds to and from the processing bank/payment service provider.

In order to open and maintain the Paydibs Account, you shall provide us with correct, accurate, and updated information as follows:

1. Your Contact Information
   
   
   1. It is your sole responsibility to keep your phone number and primary email address up to date so that Paydibs can communicate with you on time. You hereby understand and agree that if Paydibs tries to reach out to you through phone or electronic communications, but you did not receive it because your contact on Paydibs’ record is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications or messages/phone calls for whatsoever reasons, Paydibs shall not be held liable and/or responsible to you in any manner whatsoever wherein such failed communication or notification to you shall be deemed to have been communicated and notified to you effectively and accordingly. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you shall add Paydibs to your email address book so that you will be able to receive and view the communications we send to you from time to time. We shall not be held liable and/or responsible to you in any manner whatsoever if such emails were left in the spam folder which subsequently be automatically deleted or removed by your email service provider from thereof.
   2. You can update your primary email address at any time by emailing to Paydibs support at support@paydibs.com. If your email address becomes invalid, please notify Paydibs support team immediately.
2. Identity Verification
   
   

   You hereby acknowledge and authorize Paydibs, directly or through its authorized third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or documentation, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third-party databases or through other sources.

3. Credit Report Authorization
   
   

   If you subscribe to all or any part of the Paydibs Services which subsequently requires you to sign up for a Paydibs Account with us, you are providing Paydibs with your written instructions and authorization in accordance with any applicable law to obtain your personal and/or business credit report from a credit bureau, for example, Credit Tip-Off Service (CTOS). You are also authorizing Paydibs to obtain your personal and/or business credit report for the following purposes not limited to:

   a.

   when you request certain new products from us; or

   b.

   at any time Paydibs believes or suspects that there may be an increased level of risk associated with your Paydibs Account; and

   c.

   In addition to the above, you also authorize Paydibs to perform a periodic review, perform a credit check as and when it deems fit, and take necessary actions if Paydibs reasonably believes or suspects that there may be an increased level of risk associated with your Paydibs Account.
4. Beneficial Owner
   
   

   You hereby represent and warrant to us that, at all material times, you are the sole and beneficial owner of the Paydibs Account, and conduct business only on behalf of yourself. You shall ensure that all merchant identity numbers and passwords assigned to you to access the Paydibs Account are not shared or disclosed to any other person or tampered with by any unauthorized persons whereupon such unauthorized actions and/or suspicious activities relating to your Paydibs Account shall be the sole liability and/or responsibility of the Merchant and Paydibs shall not be liable and/or responsible for any loss, damage, cost, and/or expense that the Merchant may incur or suffer from thereof.

5. Proof of Shipment, Proof of Delivery, and Signature Confirmation Requirements
   
   
   1. "Proof of Shipment" is online or physical documentation from a shipping or courier company that includes all of the following:
      
      
      a.

      the dates on when the item is shipped out to the Customer; and

      b.

      the recipient’s address, showing at least the city/state or postal code (or international equivalent).
   2. “Proof of Delivery (for tangible items)” is online documentation from a shipping or courier company that includes all of the followings:
      
      
      a.

      the dates on when the item is delivered to the Customer; and

      b.

      the recipient’s address, showing at least the city/state or postal code (or international equivalent).
   3. "Signature Confirmation" is online documentation that can be viewed at the shipping or courier company's website.
   4. "Proof of Delivery (for intangible or virtual items or services)" means any compelling evidence to show the purchase order was fulfilled and includes all of the following:
      
      
      a.

      the dates on when the item or service was provided to the Customer; and

      b.

      the recipient's address (email/IP, etc.) where applicable.

1. If applicable, Paydibs agrees to provide the Merchant with the following services (collectively referred to as the “Services”) as part of this Agreement:
   
   
   1. Paydibs shall supply the Merchant with the rental electronic payment terminals (the “Terminals”) designed to facilitate the acceptance and processing of various payment methods, including but not limited to credit cards, debit cards, and other electronic payment forms.
   2. Paydibs will ensure the Terminals are delivered to the Merchant’s designated location(s), as requested by the Merchant.
   3. Paydibs may impose a fee for repair services of the Terminals. Such fees will be determined at the sole discretion of Paydibs and may be charged at a nominal rate with prior notice to the Merchant. This includes troubleshooting, repairing, and replacing any malfunctioning Terminal to ensure continuous operation.
   4. The Merchant will have access to a customer support helpline available during regular business hours to assist with any technical issues or inquiries related to the Terminals.
   5. The Terminals will be equipped to process transactions securely and efficiently. Paydibs will ensure that the Terminals comply with all relevant industry standards and regulations, providing secure encryption and fraud prevention measures.
   6. Paydibs will provide regular software updates to the Terminals to maintain compliance with security standards and to introduce new features or improvements. These updates will be deployed remotely to minimize disruption to the Merchant’s operations.
2. The effective date of the Terminal rental period is upon the successful installation and activation of the Terminal by Paydibs, as confirmed by Paydibs. Any delays or issues in installation not attributable to Paydibs shall not affect the commencement of the rental period.
3. The Merchant agrees to subscribe to the Terminal for a period of twelve (12) months upon installation of the Terminal (“Terminal Term”) with Paydibs. This Agreement shall be renewed automatically on a yearly basis (“Renewed Terminal Term”) on the same terms and conditions as contained in this Agreement, unless a notice of non-renewal is given by the Merchant to Paydibs at least ninety (90) days before the expiry of the Term or the Renewed Term, as the case may be. Paydibs may terminate the Renewed Term by giving at least thirty (30) days written notice to the Merchant. There shall be no premature termination by the Merchant prior to the expiry of the Term. In the event that this Agreement is terminated by the Merchant before the expiry of the Term, the Merchant agrees to pay Paydibs a sum equivalent to the full Monthly Rental for the whole of the remaining unexpired Term. Additionally, should the Merchant fail to provide timely notice of non-renewal, the Agreement will renew automatically, and any early termination thereafter will incur a penalty equivalent to the full Monthly Rental for the remaining unexpired Renewed Term.
4. The Terminal shall remain the property of Paydibs at all times. The Merchant shall take all necessary and reasonable care to maintain the Terminal in its original state and condition and shall promptly return it to Paydibs upon request. The Merchant agrees to take all necessary steps to prevent any person from acquiring any rights or interests in the Terminal and shall indemnify Paydibs against any damages, liabilities, losses, actions, suits, claims, proceedings, demands, costs, and expenses arising from the acquisition or assertion of such rights by any person. The Merchant further agrees that they shall not, nor shall they permit any other person to tamper with, reverse-engineer, or otherwise misuse the Terminal. Any misuse or unauthorized alterations shall result in immediate termination of this Agreement and the Merchant will be liable for any resulting damages or losses suffered by Paydibs.
5. The use of the Terminal is strictly limited to operations within Malaysia. Any use of the Terminal outside Malaysia without the prior written consent of Paydibs will be considered a material breach of this Agreement, resulting in immediate termination and the imposition of penalties as determined by Paydibs.
6. The Merchant agrees to pay Paydibs the Fees and Charges for each Terminal as specified in this Agreement on or before the twenty-fifth (25th) day of each month, or on any other day as may be decided by Paydibs at its sole discretion. Payment shall be made by:
   
   
   1. Auto deduction from the Merchant’s daily settlement proceeds; or
   2. Direct debit, cheque payment, or any other method approved in writing by Paydibs.
7. Failure to make timely payments will result in a late fee of 5% of the overdue amount per month. Persistent delays in payment may lead to the suspension or termination of the Terminal services, at Paydibs’ sole discretion, without prejudice to Paydibs’ right to recover any outstanding amounts and associated costs.
8. Paydibs retains the sole discretion to amend or modify the terms and conditions of this Agreement from time to time. Any such amendments or modifications will be communicated to the Merchant in writing, and will become effective thirty (30) days after such notice has been provided unless otherwise specified by Paydibs.
9. Continued use of the Terminals by the Merchant after the effective date of any amendments or modifications shall constitute acceptance of the revised terms and conditions. If the Merchant does not agree to the amended terms, the Merchant may terminate the Agreement by providing written notice to Paydibs prior to the effective date of the amendments, subject to the provisions regarding termination and penalties contained in this Agreement.

1. If applicable, Paydibs agrees to provide the Merchant with the following services (collectively referred to as the “Services”) as part of this Agreement:
   
   
   1. Paydibs shall supply the Merchant with the Terminals designed to facilitate the acceptance and processing of various payment methods, including but not limited to credit cards, debit cards, and other electronic payment forms at the price per Terminal as stated in Schedule 1 of the Application Form.
   2. Paydibs will ensure the Terminals are delivered successfully to the Merchant’s designated location(s). The installation guidance of the Terminals will be given in the form of a video to the Merchants.
   3. Paydibs shall provide ongoing technical support and maintenance for the Terminals throughout the duration of this Agreement. For purchased Terminals, Paydibs offers a one-year manufacturing defect warranty. Beyond this period, or for repairs not covered under the warranty, Paydibs may impose a fee for repair services. Such fees will be determined at the sole discretion of Paydibs and may be charged at a nominal rate with prior notice to the Merchant. This includes troubleshooting, repairing, and replacing any malfunctioning Terminal to ensure continuous operation.
   4. The Merchant will have access to a customer support helpline available during regular business hours to assist with any technical issues or inquiries related to the Terminals.
   5. The Terminals will be equipped to process transactions securely and efficiently. Paydibs will ensure that the Terminals comply with all relevant industry standards and regulations, providing secure encryption and fraud prevention measures.
   6. Paydibs will provide regular software updates to the Terminals to maintain compliance with security standards and to introduce new features or improvements. These updates will be deployed remotely to minimize disruption to the Merchant’s operations.
2. Paydibs will provide a one-year manufacturing defect warranty for the Terminals from the date of installation. During this period, any Terminal found to have manufacturing defects will be repaired or replaced by Paydibs at no additional cost to the Merchant.
3. Upon the successful installation and activation of the Terminal by Paydibs, the Terminal shall become the property of the Merchant. The Merchant shall take all necessary and reasonable care to maintain the Terminal in its original state and condition.
4. The Merchant agrees to use the Terminals strictly within Malaysia. Any use of the Terminals outside Malaysia without the prior written consent of Paydibs will be considered a material breach of this Agreement, resulting in immediate termination and the imposition of penalties as determined by Paydibs.
5. The Merchant agrees to pay Paydibs the Fees and Charges for each Terminal as specified in this Agreement. Payment shall be made by:
   
   
   
   1. Auto deduction from the Merchant’s settlement proceeds; or
   2. Direct debit, cheque payment, or any other method approved in writing by Paydibs.
6. Failure to make timely payments in respect of the sale of the Terminal will result in a late fee of 5% of the overdue amount per month. Persistent delays in payment may lead to the suspension or termination of the Terminal services, at Paydibs’ sole discretion, without prejudice to Paydibs’ right to recover any outstanding amounts and associated costs.
7. Paydibs retains the sole discretion to amend or modify the terms and conditions of this Agreement from time to time. Any such amendments or modifications will be communicated to the Merchant in writing and will become effective thirty (30) days after such notice has been provided unless otherwise specified by Paydibs.
8. Continued use of the Terminals by the Merchant after the effective date of any amendments or modifications shall constitute acceptance of the revised terms and conditions. If the Merchant does not agree to the amended terms, the Merchant may terminate the Agreement by providing written notice to Paydibs prior to the effective date of the amendments, subject to the provisions regarding termination and penalties contained in this Agreement.

1. Merchant agrees that it shall not perform any act that violates federal, state/provincial, or the local laws of Malaysia including but not limited to the Money Laundering and Terrorism Financing Act 2001, as well as laws of any countries in which Merchant does business.
2. The Merchant shall display prominently, the brand name and logo of Paydibs and all other marketing or publicity materials that may be provided by Paydibs, on or about the premises or website of the Merchant at the Merchant’s own cost. Merchant is also “Paydibs” for the charges instead of Merchant’s trading name.
3. Merchant shall retain copies of all Transaction receipts, with respect to Transactions for a period of thirty-six (36) months from the date of transaction and shall provide such copies to Paydibs within three (3) Business Day of such request to do so being received by Merchant from Paydibs.
4. Merchant shall perform immediate payment verification and investigation with the Customer in the event Paydibs suspects the genuineness of a transaction, where the Merchant agrees to provide Paydibs with the necessary documents to prove such transaction.
5. Merchant further agrees that it will not provide, offer, or advertise a “lifetime warranty”, “lifetime guarantee”, or any other guarantee for a period of more than ninety (90) days. (This limitation specified is in conformity with VISA and MasterCard regulations). Any breach of this term may result in immediate suspension of services provided by Paydibs.
6. Merchant warrants that all information provided to Paydibs in connection with Merchant’s application for the Products and Services is accurate and complete, and that no information has been withheld which, if provided, could have materially affected Paydibs’ decision to enter into this Agreement. The Merchant acknowledges that any omission or misrepresentation of information could materially affect Paydibs’ decision to enter into this Agreement, and such misrepresentation may lead to immediate termination of the Agreement.
7. Merchant shall maintain an accurate and comprehensive description on Merchant’s Website, including a full description of Merchant’s trading name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, help section, returns and refund policies and any other information which Paydibs may require to be included from time to time.
8. Advise Paydibs as soon as Merchant becomes aware of any major or multiple product defects or logistics problems which could give rise to Chargeback or Refunds.
9. The Merchant shall immediately notify Paydibs in accordance with this clause if:
   
   
   
   1. There is any change in the nature of the product or services offered on Merchant’s Website; or
   2. Change of the business telephone number or address.
10. The Merchant shall solely be responsible for resolving with the Customer, regarding any claims or complaints made by the Customer in respect of any purchase of goods, products or services made by the way of Paydibs Transaction including conducting their own investigation into any such claims or complaints and the Merchant shall have no right of recourse against Paydibs in the event the Customer disputes the underlying contract of sale for such Paydibs Transaction for any reasons whatsoever including without limitation, the quality, overcharging or late delivery, of that good, product or service. Paydibs shall not be liable for any such disputes or any resulting claims, damages, or losses.
11. The goods and services that are made available to customers comply with applicable law in any jurisdiction in or to which the Merchant is making its goods and services available and that the Merchant has at all times all requisite licences and permits in place to engage in the advertising and provision of its goods and services. The Merchant agrees that it shall not use Paydibs Services to perform any transaction that involves products or services that are prohibited by Paydibs including but not limited to:
    1. Firearms / weapons
    2. Ammunition
    3. Drugs, drug paraphernalia and drug test circumvention aids
    4. Fireworks and hazardous materials
    5. Miracle Cures
    6. Currency and FOREX, provided that the Merchant holds a recognizable license from a regulated body.
    7. Pornography and adult content
    8. Escort services
    9. Sexually oriented materials or services
    10. Gambling / Online casino
    11. Counterfeit and replica goods
    12. Items or downloads which infringe or violate copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction
    13. Tobacco
    14. Pyramid or Ponzi schemes, matrix program and other “get rich quick” schemes
    15. Telemarketing
    16. Time sharing
    17. Investment scheme
    18. File sharing services
    19. Items promote hatred, racism, religious persecution or contain offensive content.
    20. Items encouraging illegal activity
    21. Human remains and body parts
    22. Unlicensed Multi-level marketing
    23. Stolen goods including digital and virtual goods
    24. Items that are considered obscene
    25. Associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card
    26. Associated with the sale of traveller’s checks or money orders
    27. Check cashing businesses
    28. Provide certain credit repair or debt settlement services, credit transactions or insurance activities.
    29. Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

1. The Merchant agrees to pay security deposit in the amounts set out in the attached Schedules to Paydibs. Paydibs shall have the right, in its sole discretion, to adjust the amount held as is deemed necessary as security against future Chargeback after notification to the Merchant. In the event of any potential future payment disputes, Refunds or Chargeback in respect of Merchant charges, Paydibs may also hold proceeds of Settlement in reserve in an amount adequate to offset such disputed, refunded or Chargeback amounts plus any costs associated with the collection thereof, including without limitation, attorney's fees and expenses. Paydibs reserves the right to claim the payment from Merchant if the reserve amount is inadequate to offset such disputed, refunded or Chargeback amount.
2. The Merchant shall have the right to appeal reserve holdings or adjustments, providing evidence or mitigating factors to support their case. Paydibs will consider such appeals in a timely and fair manner, however, Paydibs’ decision on such appeals shall be final and binding. Following the instructions of the Card Associations, Paydibs retains the ultimate discretion in determining the adequacy of the evidence or mitigating factors presented by the Merchant based on the instructions of the Card Associations.

1. Merchant agrees to pay the fees, charges and expenses described on the attached Schedules, together with any other liabilities or expenses described in this Agreement or which Paydibs may notify the Merchant from time to time. Unless otherwise indicated, fees are quoted in Malaysian Ringgit (MYR).
2. Paydibs will pay Merchant for Transactions submitted under this Agreement by crediting to the account(s) designated by Merchant which are as described in Section D of the Paydibs Service Application Form (the “Merchant’s Account(s)”) or by delivery of a cheque or other negotiable instruments made payable to Merchant or by any other means acceptable to Paydibs. Paydibs reserves the right to determine the method of payment and may change the payment method upon prior notice in writing to the Merchant.
3. Unless otherwise agreed by Paydibs in writing, Merchant will be paid according to the Payout Processing Schedule as set out on the attached Schedules for the gross amount of the Transactions submitted less the amount of any discount, fees and other charges set forth in this Agreement, including:
   
   
   1. The Service Charges due;
   2. Refunds;
   3. Chargeback fee;
   4. Chargeback, and any fines passed on to Paydibs by Acquiring Bank in respect of Merchant’s Transactions;
   5. Disputed Transactions and any amounts reasonably required to cover potential or expected Refunds, Chargeback or Disputed Transactions;
   6. Sales and Service Tax (SST) charges or any other relevant taxes;
   7. Withholding Tax;
   8. Foreign Telegraphic Transfer Fee for overseas bank account settlement and foreign payment channels;
   9. Foreign exchange rate fluctuation (FOREX conversion for international payment channels); and
   10. Any other charges or amounts due to Paydibs under this Agreement.
4. Paydibs reserves the right to adjust the payment terms, including fees and charges, provided that such adjustments are communicated to the Merchant in writing. Any objections by the Merchant to these adjustments must be submitted in writing within thirty (30) days of notification. Failure to object within this period will be deemed acceptance of the new terms. Any mutually agreed-upon changes to the payment terms must be documented in writing by both Paydibs and the Merchant.
5. Paydibs does not warrant payment within this timeframe if the Merchant’s Account(s) is maintained with a financial institution other than a participating bank of Interbank GIRO (“IBG”). Paydibs’ duty is limited to ensuring that payouts by the Merchants to the bank are processed timely. However, Paydibs shall not in any way be liable in the event of any delay caused by the processing bank’s posting or due to erroneous information provided by the Merchant. If the amount payable to Merchant hereunder is insufficient to pay the outstanding charges described in the preceding sentence on any day and/or any other amount due or payable by Merchant to Paydibs under this Agreement, Paydibs shall be entitled to:
   1. Set off and deduct the outstanding amount in whole or in part from any payment due from it to Merchant; and/or
   2. Debit the outstanding amount in whole or in part from Merchant's Account(s) (or any other account of Merchant held with Paydibs); and/or
   3. Deduct the outstanding amount in whole or in part from subsequent credits to Merchant's Account(s); and/or
   4. Claim from Merchant the outstanding amount in whole or in part.
6. All Settlement payments by Paydibs to Merchant shall be in the settlement currency as stated in the attached Schedules. All foreign currencies will be converted to settlement currency if such a conversion is required. Paydibs shall use the respective Acquiring Bank’s prevailing bank exchange rates as the conversion rates.
7. Paydibs may hold back from Settlement any amounts reasonably required to cover potential or expected Refunds, Chargeback or Disputed Transactions, based on predefined criteria outlined in this Agreement.
8. Paydibs reserves the rights to suspend the Merchant account and Settlement to the Merchant in the event that the Maintenance Fee, Chargeback and other due charges are not settled by the Merchant after one week from the date the debt is due. Paydibs will provide clear notice to the Merchant regarding the suspension, including the reasons for suspension and any outstanding dues. Paydibs reserves the right to charge interest at the rate of 4.0% per annum for all dues. The Merchant account shall be reactivated upon settlement of all dues within two (2) business days from the date of receiving the payment receipt.

1. The Merchant hereby irrevocably and unconditionally covenants, warrants, and undertakes:
   

   1. To observe the guidelines and procedures of Paydibs Transactions as set out in this Agreement or such other updates as provided by Paydibs from time to time during the subsistence of this Agreement.
   2. Upon request in writing by Paydibs with a clear specification of the purpose, to furnish originals of bills or other supporting documents in relation to or in connection with the Paydibs Transactions.
   3. Upon request by Paydibs with a clear specification of the purpose of the visit, to allow Paydibs’ representative to conduct a site visit and photo-taking on the business premises.
   4. To notify Paydibs immediately in writing of any change in the organization or corporate or business structure of the Merchant or in any of the information furnished to the Acquiring Merchant pursuant to this Agreement, with details on the method and timeframe for notification.
   5. At all times, to promote and recommend customers of the Merchant to purchase goods, products, or services using the Paydibs Service.
   6. Not to provide or disclose any information in relation to or in connection with the Paydibs Transactions to any unauthorized third party.
   7. Not to gain or attempt to gain, directly or indirectly, unauthorized access to the Paydibs System for the purpose of obtaining customer information of other merchants of Paydibs.
   8. Not to use the Paydibs Service to conduct any fraudulent, immoral, or illegal activities or activities that may infringe the intellectual property rights of third parties.
   9. Not to use any intellectual property belonging to Paydibs, including, without limitation, trademarks, trade names, or patents, whether registered or not,without the prior written consent of Paydibs other than such usage permitted under this Agreement.
   10. That the Merchant has obtained all requisite licenses, authorizations, permits, and approvals for the carrying on of the Merchant’s business.
   11. That the Merchant, along with any other authorized signatories within the Merchant’s company, is duly authorized and empowered to enter into this Agreement.
   12. That the Merchant shall not at any time represent to any third party as an agent of Paydibs.
2. If in the sole and absolute opinion of Paydibs, the Merchant has breached its obligations, warranty, undertaking, or covenant as stipulated in this Agreement, Paydibs shall promptly notify the Merchant in writing of the specific breach. The Merchant shall have a period of seven (7) days from the date of such notice to remedy the breach to the satisfaction of Paydibs. If the Merchant fails to remedy the breach within the specified period, Paydibs shall be entitled to either suspend the Merchant from carrying out any further Paydibs Transactions or terminate this Agreement in accordance with the provisions of this Agreement. Such suspension or termination shall be communicated to the Merchant in writing and shall take effect immediately upon the Merchant’s receipt of the notice.

In connection with your use of our Platform, your Paydibs Account, the Paydibs Services, or in the course of your interac ons with Paydibs, the Customers, or related third-parties, you shall not (collectively, “Restricted Activities”):

a.	breach this Agreement, the Merchant’s Policy, or any other policy that you have agreed to and implemented by Paydibs from time to time.
b.	violate any law, statute, ordinance, or regulation that is applicable to you.
c.	infringe Paydibs’ or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.
d.	sell counterfeit goods.
e.	sell any items/services related to transactions involving but not limited to narcotics, steroids, certain controlled substances, or other products that present a risk to consumer safety, e.g., illegal drug paraphernalia, prescription, and controlled medicines.
f.	operate a business that encourages, promotes, facilitates, or instructs others to engage in illegal activity, including violence, racial or other forms of intolerance that are discriminatory, or the financial exploitation of a crime.
g.	sell any stolen goods including digital and virtual goods.
h.	allow the sale of any tobacco, electronic liquids, and electronic cigarettes products/services which are illegal to be sold in the area you are selling from and to the state/country you are selling to. Your website must have a disclaimer to restrict the sale of such items to any Customers below 18 years old.
i.	sell any items with content of sexually oriented materials or services.
j.	sell any ammunition, firearms, or certain firearm parts or accessories, certain weapons or knives.
k.	conduct any operating business that shows the personal information of third parties in violation of applicable law, supports pyramid or Ponzi schemes, matrix programs, other “get rich quick” schemes, or certain multi-level marketing programs, associated with purchases of annuities or lottery contracts, lay-away systems, offshore banking, or transactions to finance or refinance debts funded by a credit card.
l.	sell any traveler’s checks or money orders, or involve currency exchanges or check cashing businesses, involves in certain credit repair, debt settlement services, credit transactions or insurance activities, or involve in offering or receiving payments for the purpose of bribery or corruption.
m.	engage in potentially fraudulent or suspicious activity and/or transactions.
n.	refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
o.	receive or attempt to receive funds from both Paydibs and the Customer, Bank or card issuer (if applicable) for the same Payment Transaction during the course of a Chargeback, Reversal, and/or other dispute by the Customer.
p.	control a Paydibs Account that is linked to another Paydibs Account that has engaged in any of these Restricted Activities herein.
q.	conduct your business or use the Paydibs Services in a manner that results in or may result in complaints, disputes, claims, Reversals, Chargebacks, fees, fines, penalties, and other liability to Paydibs, the Customers, other related third parties or you.
r.	have a credit rating from a credit reporting agency that indicates a high level of risk associated with your use of the Paydibs Services.
s.	use your Paydibs Account and/or Paydibs Services in a manner that the Card Association, online banking transfer, and/or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of Card Association or network rules.
t.	use a credit card with your Paydibs Account to provide yourself a cash advance (or help others to do so).
u.	disclose or distribute the Customer’s information to a third party, or use their information for marketing purposes without their prior written consent.
v.	facilitate any viruses, trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information to the Paydibs Account and/or Paydibs Services, wherever applicable.
w.	take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
x.	operate a business in managing capital markets and services platform including digital currency, digital token, and cryptocurrency.
y.	act in a manner that is defamatory, trade libellous, threatening, or harassing to Paydibs, Affiliates, our employees, agents, or the Customer.
z.	provide any false, inaccurate, or misleading information to us.

i.
Be involved in irregular transactions, excessive Chargebacks, non-compliance with any applicable data security standards, as determined by Paydibs, Card Association, the Bank, or an actual or suspected data security standards, or any other circumstances which, in the discretion of Paydibs, the Bank, and/or Card Association, may increase the risk exposure of such parties or otherwise present a direct or indirect financial or security risk to such parties.
ii.
Be involved in any businesses that expose vulnerabilities leading to an increased high level of risk.

1. Paydibs shall not be responsible and liable to Merchant in the event a customer disputes a Paydibs transaction.
2. Where Paydibs is notified of any invalid or Disputed Transactions, Paydibs will notify Merchant of the same by email, fax or letter and wherever possible (for example, if the Acquiring Bank provides Paydibs with written advice) accompanied by an explanation of the reason for it. Paydibs will classify the Transaction as disputed and debit it back to Merchant. Merchant agrees to investigate Disputed Transactions and take all reasonable steps to resolve disputes with Customers within five (5) days and follow the procedures for handling Disputed Transactions and Charge Back which Paydibs advises from time to time. Paydibs reserves the right to suspend the processing of any Transaction or withhold Settlement to Merchant of the amount of that Transaction until the satisfactory completion of any investigation.
3. Paydibs shall process the Chargeback received provided that the Chargeback complies with the rule imposed by the Card Association (including but not limited to any Payment Transaction caused by fraud, identity theft, non-satisfactory quality of products and/or services provided by Merchant to the Customer, failure by Merchant to adhere with its own internal process and non-compliance with the procedure from thereof).
   
   

   Chargeback timeline 45-180 days

   Chargeback	45 days
   Representment	Within 45 calendar days of the chargeback settlement date
   2nd Chargeback/ Pre-Arbitration	Within 45 calendar days of the representment settlement date
   Arbitration Case Filing	45 calendar days from the last applicable chargeback cycle

4. Notwithstanding the above, the Merchant agrees that Paydibs is entitled to hold any chargeback sums for no less than 180 days or until the payout is released by Paydibs’ service provider releases the payout, whichever is later.
5. Paydibs shall have full recourse to recover any payment made to the Merchant for any Chargeback claim in the event of any breach or violation by the Merchant of the terms and conditions of this Agreement. In the event of any Chargeback on Transaction, Paydibs will immediately be entitled to debit Merchant Account (if not already debited as a Disputed Transaction) and/or to recover from Merchant by other means the amount paid by Paydibs in respect the relevant Transaction(s). The Card Issuer’s decision shall be conclusive as to the determination of any Chargeback. Wherever possible (for example, if the Acquiring Bank provides Paydibs with written advice), notice to Merchant of a Chargeback will be accompanied by an explanation of the reason for it. In addition, upon prior notification from Paydibs, Paydibs may debit Merchant Account, or otherwise, to recover any other costs and expenses Paydibs may incur as a result of or in connection with a Chargeback.
6. Paydibs may withhold amounts payable to the Merchant for Chargeback reserves or similar purposes.
7. Merchant acknowledges and agrees that Paydibs shall be entitled to, on an ongoing basis, closely monitor the Chargeback performance at Paydibs’ level pursuant to our standards.
8. In the event Paydibs discovers that Merchant has breached and violated any of the terms and conditions of this Agreement, including any procedures and requirements as may be stipulated by Paydibs on the Merchant from time to time, Paydibs shall be entitled, at its sole and absolute discretion, to effect an immediate deduction from the Paydibs Account and/or Merchant’s other banking account maintained with Paydibs for the total amount of the Chargeback claimed. If Merchant’s banking account has insufficient funds to settle such Chargeback claimed, Paydibs shall have full recourse to recover by exercising its right to set-off or by raising a claim on the Merchant or by any other means (including to commence any legal proceedings against the Merchant), as Paydibs shall deem fit whereupon all cost and expense (including any reasonable solicitors’ costs) as may be incurred or expended by Paydibs in recovering such Chargeback claim against the Merchant shall be borne by the Merchant solely.

1. Where there is a Paydibs transaction to be refunded to a Customer, the refund amount will be debited from the Merchant Account. Therefore, Merchant shall, through a pre-identified authorised person, advise Paydibs either by such automated systems as Paydibs shall make available to Merchant from time to time, or by hand or post or email on the Merchant letterhead with the authorised person signature affixed thereto.
2. Paydibs shall process the refund within fourteen (14) business days of receiving the refund request from the Merchant.
3. Refunds will only be made to the Card upon which the original Transaction was debited and no alternative methods will be entertained. Additionally, a service charge, as specified in the attached Schedules, will be incurred for processing the refund.
4. The Merchant shall defend, indemnify and hold Paydibs harmless from any and all claims, losses, demands, damages, expenses, liabilities, fines, penalties, and costs (including reasonable attorney's fees and expenses) in any way related to or associated with any such refund transactions or the failure to process such refund transactions.

1. If your website or system involves a marketplace model which includes you acquiring your own merchants to sell on your website, or your model involves you selling on behalf of other merchants, you will be subjected to our additional terms and conditions at our sole and absolute discretion.
2. You must notify us in writing at least thirty (30) days prior to implementing such a model. Notification should include detailed information about your marketplace model and the merchants involved. Failing to notify or inform us will result in your Paydibs Account being suspended or deactivated without further reference to you, without any liability and/or responsibility owing by Paydibs to you for any loss, damage, cost, and/or expense as may be incurred or suffered by you resulting from thereof.

1. Your Liability

   1. General
      
      

      You shall be responsible for all Reversals,Chargebacks, claims, fees, fines, penalties and other liability incurred by Paydibs, the Customer, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Paydibs Services. You agree to fully indemnify Paydibs, the Customer, or a third party for any and all such liability.

      If the Customer files a Significantly Not as Described (SNAD) Claim for an item he or she purchased from you, you will generally be required to accept the item back and refund the Customer the full purchase price, including the original shipping costs and associated costs thereto. You shall not receive a refund on any Paydibs’ service fees charged and paid by you to Paydibs in relation to the SNAD Claim. Further, if you did not succeed in proving against the SNAD Claim because we, in our sole and absolute discretion, reasonably believe that the item you sold to the Customer is counterfeit, you shall be required to provide a full refund to the Customer accordingly and in the event if you did not receive the item back from the Customer for whatsoever reasons, it may be disposed of or otherwise irreversibly dealt with at Paydibs’ sole and absolute discretion without any liability and/or responsibility owing by Paydibs to you for any loss, damage, cost and/or expense as may be incurred or suffered by you resulting from thereof.

   2. Liability for instructions given by you on your Paydibs Account
      
      

      Any instructions given by you on your Paydibs Account (whether verbal or in writing) once you have been authenticated according to our security protocols will be relied on by Paydibs. Paydibs shall not be liable for any loss, damage, cost and/or expense that you or anyone else suffers where Paydibs acts on those instructions in good faith, unless it was proved that Paydibs was negligent in acting on such instructions. Authentication includes but is not limited to password verification, security questions, and any two-factor authentication processes in place.

   3. Prohibited Countries
      
      

      You shall not use the Paydibs Services if you are a resident of a country embargoed by Malaysia, or if you are a foreign person or entity blocked or denied by the Malaysian government. This includes, but is not limited to, entities and individuals listed on sanctions lists maintained by Malaysian authorities. It is your responsibility to ensure that your use of the Paydibs Services complies with these restrictions. Failure to comply may result in the suspension or termination of your Paydibs Account, without any liability to Paydibs for any loss, damage, cost, and/or expense resulting therefrom. Unless otherwise explicitly stated, all materials found on the Paydibs Services are solely directed to individuals, companies, or other entities located in Malaysia only. Paydibs reserves the right to modify or enforce these restrictions in accordance with Malaysian law and regulations.

      a.	Democratic People’s Republic of Korea
      b.	Iran
      c.	Afghanistan
      d.	Congo
      e.	Eritrea
      f.	Iraq
      g.	Ivory Coast
      h.	Lebanon
      i.	Liberia
      j.	Libya
      k.	North Korea
      l.	Rwanda
      m.	Somalia
      n.	Sudan

2. Actions by Paydibs – Restricted Activities

   1. If Paydibs, in its sole and absolute discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect Paydibs, Affiliates, Customer and/or other third parties from Reversals, Chargebacks, claims, fees, fines, penalties and/or any other liability. The actions we may take include but are not limited to the following:
      
      
      a.

      We may close, deactivate, suspend, or limit your access to your Paydibs Account and/or the Paydibs Services;
      b.

      We may refuse to provide the Paydibs Services to you now and in the future;
      c.

      We may hold your funds in the Paydibs Account for a period of time reasonably determined by us which is needed to protect against the risk of liability to Paydibs, Affiliates, Customer, or a third party or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions;

3. Actions by Paydibs – Holds

   1. Risk-based Holds

      1. Paydibs, in its sole and absolute discretion, may place a hold on any or all of the payment when Paydibs believes there may be a high level of risk associated with you, your Paydibs Account, or any or all of your Payment Transactions. Paydibs’ determination may be based on different factors, and Paydibs may rely on information it receives from including but not limited to, the acquiring Bank or third parties.
      2. If Paydibs places a hold on a payment, the funds may appear as a pending balance or withheld, although the payment status may not necessarily reflect the hold. Paydibs will provide you with written notice via email regarding any such action taken by Paydibs. However, if a payment hold is instituted directly by a third-party payment processor or vendor without the knowledge of Paydibs, you agree that such instances shall not be the responsibilities of Paydibs to provide you with any written notice on the such hold.
      3. In the event Paydibs believes that you have violated the terms of this Agreement or any other policy as may be implemented by us from time to time, and that such a violation results in the need to continue holding the funds, or if Paydibs believes that you may be engaging in potentially fraudulent or suspicious activity and/or transactions wherein in such an event, Paydibs may continue to hold the payment until the matter is resolved pursuant to this Agreement. Paydibs, in its sole and absolute discretion, may release the payments held earlier under certain circumstances, for example when you upload tracking information of the item you shipped, provide additional documentation, or otherwise demonstrate resolution of the risk factors.
   2. Disputed Transaction Holds
      
      
      1. If the Customer files a dispute, claim, Chargeback or Reversal on any Payment Transaction you received, Paydibs may place a temporary hold on the funds in your Paydibs Account to cover the amount of the Payment Transaction which the Customer has filed such dispute, claim, Chargeback or Reversal. If you succeed in proving against the said dispute with the relevant information, document and data as required by Paydibs, Bank and/or other third parties, Paydibs will release the amount of the Payment Transaction to you which the Customer has filed the said dispute. If you did not succeed in proving against the said dispute, Paydibs, at its sole and sole discretion, will offset from such funds being held by Paydibs from your Paydibs Account accordingly.
      2. An acquiring party, including but not limited to banks and financial institutions, payment processors and acquirers, payment service providers or international acquirers (whichever is applicable) is potentially liable for losses caused by Merchant’s fraud, including Merchants engaged in deceptive or misleading practices while the risk may occur at the payment facilitator level, when products, services, or systems associated with the processing are not properly reviewed for compliance, or when the operations are not consistent with law, ethical standards, or the card scheme’s policies and procedures. The Merchant shall be solely liable and responsible for such losses as may be suffered by the acquiring Bank in the event of such aforementioned circumstances. The Merchant agrees to indemnify and hold the acquiring Bank harmless from any losses incurred due to the Merchant's fraudulent activities.
      3. Under its Fraud Policy, Paydibs may review and validate every Merchant’s transaction of sales activity, transaction patterns and authentication of transaction from time to time in which a Payment Transaction may be on hold by Paydibs due to the following circumstances upon transaction monitoring:

         i.	non-3D authenticated transaction;
         ii.	massive failed transactions occurred on the Merchants’ account in respect of the Paydibs Account;
         iii.	disputes / complaints received from Cardholder;
         iv.	mismatch on business activity against documents presented during registration;
         v.	excessive Chargebacks due to Merchant’s business practices or procedures;
         vi.	excessive deposits for transactions unauthorized by Cardholders;
         vii.	credit or debit card fraud conviction;
         viii.	merchant failed to provide complete supporting documents as requested by Paydibs’ compliance team and/or other third parties;
         ix.	merchant failed to be reached out via any form of communication;
         x.	any occurrences which are deemed to be suspicious under Paydibs’ review that requires further explanation from the Merchant.

      4.  Paydibs will hold any transaction under the above listed circumstances with a verification email to be sent to the Merchant requesting for supporting information and document before the settlement is processed. Should the Merchant fail to provide any of the requested information, documents, and/or additional explanation, the transaction will remain withheld for 180 days following the Chargeback filing window or until the settlement is released by the acquiring bank or payment service provider, whichever is later. The Merchant further agrees that Paydibs’ responsibility is limited to following up closely with the acquiring bank or the payment service provider, and Paydibs shall only release the payment to the Merchant only when the acquiring bank or the payment service provider releases the same to Paydibs. Paydibs shall not be in any event held liable for the release of such sums to the Merchant.
      5.   Paydibs will also send a verification email to the Bank as a process of authenticating a non-3D or suspicious transaction and upon receiving the authorization confirmation that the withheld transaction was not suspicious, the withheld transaction will be released for settlement.
4. Actions by Paydibs - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria
   
   

   1. Paydibs, in its sole and absolute discretion, reserves the right to terminate this Agreement and/or your access to the Paydibs Account and/or the Paydibs Services arising from your breach or violation of the terms and conditions of this Agreement at any time upon written notice to you. All payment which is pending to you shall be forfeited accordingly. If we limit access to your Paydibs Account, including through a Reserve or hold, we will provide you with written notice of our actions.
   2. Further, you acknowledge and agree that Paydibs’ decision to take certain actions, including limiting access to your Paydibs Account, placing holds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of the Customers' accounts and the Paydibs Services and/or its related systems. You hereby acknowledge and agree that Paydibs is under no obligation to disclose the details of its risk management or its security procedures to you.
   3. Upon termination of this Agreement, the Merchant shall immediately cease using the Paydibs Services. Termination shall not relieve the Merchant of any obligations accrued prior to termination, including but not limited to payment obligations and indemnification.
   
   
5. Actions by Paydibs - Paydibs Liability

   1. Paydibs shall not be liable to provide the funds settlement to Merchants in the event the issuer, including foreign issuers of payment instruments, or any other parties involved in the handling of such funds, fail to fulfill its settlement obligations provided that such funds are not subject to any disputes, claims, Reversals, Chargebacks, fees and fines penalties and other liability until such disputes are fully resolved accordingly.

1. In no event shall we, our parent, subsidiaries and affiliates, our officers, directors, agents, joint ventures, employees or suppliers be liable for loss of profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our platform, Paydibs account, Paydibs services, or this agreement (however arising, including negligence) unless and to the extent prohibited by law our liability. The liability of our parent, subsidiaries and affiliates, our officers, directors, agents, joint ventures, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages, except in cases of wilful misconduct or gross negligence.
2. Paydibs shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any of your loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss whether foreseeable or otherwise of you.
3. Subject to this Agreement, the aggregate liability of each party in contract, tort, negligence or otherwise arising out of or in connection with this Agreement in any period of twelve (12) months from the commencement date or any anniversary thereof (each a “Contract Year”) shall be limited to 20% of the total amount of fees received by Paydibs from you in the previous Contract Year (or, in the first Contract Year, the fees received to date). Nothing in this Agreement shall operate to exclude or restrict your liability:

   
   

   1. for fraud and fraudulent misrepresentation;
   2. for death or personal injury due to negligence;
   3. for payments;
   4. for remittance payments due to the Merchnt subject to the provisions of this Agreement;
   5. for wilful and malicious misconduct;
   6. for damage to real or tangible personal property;
   7. for a breach of the confidentiality clause in this Agreement; and
   8. the extent that such exclusion or restriction is prohibited under applicable law.
4. Paydibs shall not be liable for any of the following:
   
   
   1. where any hardware, software or Internet connection wheresoever situated is not functioning properly;
   2. any suspension or refusal to accept payments which Paydibs has reason to believe to be made fraudulently or without proper authorisation, provided that Paydibs shall have given the Merchant a minimum of 5 business days prior written notice based on justified reasons and proof with a confirmation to the Merchant that Paydibs shall restore its services and make the payments to the Merchant without delay upon the necessary corrective actions having been taken by the Merchant or upon the Merchant having proven that the Merchant did not make the aforesaid fraudulent payments;
   3. that the payment instructions received by Paydibs containing incorrect or improperly formatted information that are not due to Paydibs’ faults; or
   4. any unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by Paydibs provided that Paydibs makes its best efforts to prevent and address such problems. Such circumstances may include, but are not limited to acts of God, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internal mechanical or systems failures as well as downtime of the Paydibs website.

1. Paydibs is not a bank and the Paydibs Services are merely payment processing services rather than banking services. Paydibs is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian. Paydibs does not have control of, nor liability for, the products and/or services that are paid for with the Paydibs Services. Paydibs bears no responsibility or liability for the products and/or services purchased using the Paydibs Services. We do not guarantee the identity of any Customer or ensure that the Customer or a Merchant will complete a transaction.
2. The Platform, Paydibs Account and Paydibs Services are provided on an “as-is-where-is” basis only. Paydibs expressly disclaims all liability and/or responsibility, to any person, entity, body or organisation, for all loss or damage of any kind whatsoever, whether direct, indirect or consequential, in respect of anything done or omitted to be done, whether wholly or partly, in reliance upon the whole or any part of the materials, contents, information and/or functions available on the Platform, Paydibs Account and Paydibs Services. Paydibs shall not be liable and/or responsible if for any reason any part of the Platform, Paydibs Account and Paydibs Services are not accessible and/or not operational to you and/or any of its users at any one time or at any one period or its extension thereof.
3. Nothing herein and/or the Platform, Paydibs Account and Paydibs Services shall constitute any representation, warranty and/or guarantee that the Platform, Paydibs Account and Paydibs Services is free of viruses or anything else that may interfere with or damage the operations of your computer systems and/or electronic devices. You shall be solely liable and/or responsible to purchase, download and/or install any anti-virus programs, systems and/or other security or safety measures on your computer systems and/or electronic devices at your own cost and expense in securing against such viruses and/or other potential threats.
4. Paydibs makes no express or implied warranties, representations or endorsements including but not limited to any warranties of title, non-infringement,merchantability, usefulness, operation, completeness, correctness, accuracy, satisfactory quality, reliability, fitness for a particular purpose in respect of the Platform, Paydibs Account and Paydibs Services, including the materials, contents, information and/or functions therein and expressly disclaims liability and/or responsibility for errors and omissions in such materials, contents, information and/or functions.

1. Paydibs and/or its licensors reserve and shall retain its entire right, title and interest in all copyrights, trademarks and other intellectual property rights in connection to the Platform, Paydibs Account and Paydibs Services.
2. All other URLs, logos, trademarks, intellectual property related to the Platform, Paydibs Account and Paydibs Services (wherever applicable), including but not limited to, content, text, layout, design, photographs, graphics or anything similar in nature are either registered or unregistered trademarks of Paydibs or its licensors. You shall not or attempt to copy, send, publish, imitate, modify, advertise, amend or use them without Paydibs’ prior written consent. All rights, titles and interests in and to the Platform, Paydibs Account and Paydibs Services, and any and all technology and any content created or derived from any of the foregoing shall be the exclusive property of Paydibs and/or its licensors.
3. You shall be solely liable for any loss, damage, cost and expense resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm caused by you to Paydibs and/or its licensors.
4. By using the Platform, Paydibs Account, or Paydibs Services, you grant Paydibs a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, modify, distribute, and display any content or materials you provide through the Platform, solely for the purpose of operating and providing the Paydibs Services to you.
5. You agree not to use any trademarks, logos, or other intellectual property of third parties in connection with the Platform, Paydibs Account, or Paydibs Services without obtaining the necessary permissions or licenses from the respective third-party owners.
6. Paydibs reserves the right to take appropriate legal action, including seeking injunctive relief and damages, for any unauthorized use of its intellectual property rights.
7. The provisions of Clause 18 of this Agreement regarding intellectual property rights shall survive the termination or expiration of this Agreement.

1. Neither Paydibs and/or the Merchant shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the party’s reasonable control, including a Force Majeure Event.
2. A “Force Majeure Event” shall mean an event, not within the control of Paydibs and/or the Merchant, which Paydibs and/or the Merchant is unable to prevent, avoid or remove, and shall be:
   
   
   a.

   war (whether declared or not), hostilities, invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, civil war, terrorism;

   b.

   ionizing radiation or contamination by radioactivity from any nuclear waste, from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive, nuclear assembly or nuclear component thereof;

   c.

   natural catastrophe including but not limited to earthquakes, floods, tsunami, subsidence, lightning and exceptionally inclement weather; and

   d.

   riot and disorders, criminal damage, sabotage, strike, lockout, labour unrest or other industrial disturbances (affecting the performance of this Agreement) which are not the fault of Paydibs and/or the Merchant, which causes, or can reasonably be expected to cause Paydibs and/or the Merchant to fail to comply with its obligations.
   
   

   Provided that a Force Majeure Event shall not include economic downturn (unless such economic downturn renders this Agreement commercially unviable for Paydibs and/or the Merchant), non-availability or insufficient funds or lack of financing on the part of Paydibs and/or the Merchant to perform its obligations under this Agreement.

3. If a Force Majeure Event occurs which renders Paydibs and/or the Merchant unable to perform or fulfil any of its obligations under this Agreement, the party affected shall immediately notify the other in writing of the occurrence of any Force Majeure Event applicable to its obligations hereunder, giving full details thereof and measures being taken by the party being so affected, to reduce the severity of such event and subsequently the cessation of such event.
4. If a Force Majeure Event has occurred and either Party reasonably considers such Force Majeure Event applicable to it to be of such severity to be continuing for a period of more than six (6) months, then Paydibs and the Merchant may mutually terminate this Agreement.
5. If this Agreement is terminated pursuant to Clause 19.4 above, all rights and obligations hereunder shall forthwith terminate and neither Paydibs and/or the Merchant shall have any claim against each other except for rights or claims subsisting prior to termination.
6. If the continuing occurrence of a Force Majeure Event is of such severity that it frustrates the original intention and objective of Paydibs and the Merchant hereto, Paydibs and the Merchant may mutually terminate this Agreement in accordance to Clause 19.4 of this Agreement.

1. You hereby acknowledge and agree that when you download, install or use any materials, contents, information and/or functions available on the Platform, Paydibs Account and Paydibs Services, Paydibs may use automatic means (including, for example, cookies and web beacons) to collect and store your information such as name, email address and/or other contact information. You further acknowledge that you may be required to provide certain information as a condition to downloading, installing or using certain features or functionality of the Platform, Paydibs Account and Paydibs Services.
2. All information collected by Paydibs through or in connection with the Platform, Paydibs Account and Paydibs Services are subject to Paydibs’ Privacy Policy.
3. By downloading, installing, using and providing information to or through the Platform, Paydibs Account and Paydibs Services, you have provided your unconditional consent to all actions taken by Paydibs with respect to your information in compliance with the Privacy Policy. Paydibs may use your information for purposes including but not limited to providing, maintaining, and improving the Platform, Paydibs Account, and Paydibs Services, as well as for customer support, communication, and marketing activities. Paydibs may also aggregate and anonymize data for analytical and statistical purposes.
4. Paydibs may disclose your information to third parties in accordance with the Privacy Policy, including to service providers, business partners, or as required by law. Paydibs will not sell or rent your personal information to third parties for their marketing purposes without your explicit consent.
5. Paydibs employs industry-standard security measures to protect the confidentiality and security of your personal information collected through the Platform, Paydibs Account, and Paydibs Services. However, you acknowledge that no method of transmission over the internet or electronic storage is completely secure, and Paydibs cannot guarantee absolute security.
6. Paydibs reserves the right to update or modify the Privacy Policy from time to time at https://paydibs.com/privacy-policy.
7. Please visit our Privacy Policy here for more information.

1. Without prejudice to the other rights and remedies available in this Agreement, the Merchant undertakes and agrees to indemnify and hold Paydibs (including its directors, employees, representatives, agents, parent company, and Affiliates) harmless from and against any and all claims, demands, actions, damages, losses, costs, charges, liabilities and expenses (including solicitor’s fees and costs) which Paydibs may suffer or incur, arising from the Merchant’s acts, errors, negligence, breach, and/or omissions or actions otherwise related to this Agreement.
2. This indemnity provision shall survive the termination or expiration of this Agreement, in whole or in part, for any reason whatsoever.

1. Paydibs shall be entitled and you irrevocably and unconditionally consent and authorise Paydibs to the extent permitted by law, to disclose or release any information pertaining to you or your transactions through Paydibs Services to such extent that Paydibs may at its absolute discretion deem fit to
   
   
   1. The Acquiring Bank;
   2. The Card Issuer;
   3. Bank Negara Malaysia or such other persons as Paydibs may be required to disclose under applicable law;
   4. Such other persons or entity pursuant to any governmental directive or order of the court; or
   5. Any other party whosoever as Paydibs may at its absolute discretion deem fit in the event of Dispute Transactions.

1. The failure of Paydibs to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

1. Nothing in this Agreement will make any party the employee, partner, agent, legal representative, trustee or joint venture of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. Any communications between you and Paydibs through the Paydibs Account (if any), whether by way of feedback or response to queries or otherwise howsoever occurring does not in any way create or give rise to any contractual and/or other form of legal relationship between you and Paydibs.

1. Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, prohibit or unenforceable any other term, condition, stipulation, provision, covenant or undertaking herein contained.

1. Unless stated otherwise, this Agreement shall not be varied, modified or cancelled in any respect unless such variation, modification or cancellation shall be expressly agreed in writing by duly authorised personnel of each party.

1. None of the parties may assign or transfer all or part of its rights, interests, powers, benefits and/or obligations under this Agreement without prior written consent of the other party.

1. Time whenever mentioned herein shall be of the essence.

1. This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia.

2. Each party consents to submit unconditionally to the exclusive jurisdiction of the courts of Malaysia, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

3. Any dispute shall in so far as it is possible be amicably settled, by mutual consultation and consent between the parties and in this regard, the parties shall be obliged to attempt a good faith resolution for a minimum period of thirty (30) days from the date of first of such attempts before resorting to resolution through any legally binding forum or other methods.

1. All notices, requests, demands, and other communications required or permitted to be given or made under this Agreement or in connection therewith shall be given to Paydibs in the following details:
   PAYDIBS SDN. BHD.
   Suite 11-01/02/03,
   11th Floor, Menara Keck Seng,
   203 Jalan Bukit Bintang,
   55100 Kuala Lumpur.
   Email: support@paydibs.com
2. All notices, requests, demands, or other communication shall be deemed duly given:

   1. If made in writing and delivered personally, on the date of the delivery;
   2. If sent by prepaid registered post or a recognized “next-day” courier service, on the third (3rd) Business Day;
   3. If sent by fax, when transmitted and provided receipt is confirmed; and
   4. If given by electronic mail, when such electronic mail is transmitted.
   
   

1. Either party may elect to terminate this Agreement without assigning any reason by issuing the other party written notice in advance, not less than three (3) months before the intended termination date. However, such termination shall not affect the rights and/or liabilities already accruing to either party up to the date of termination. For the avoidance of doubt, Paydibs shall not be liable for any costs, damages, and/or liabilities incurred or suffered by you resulting from such termination.
2. Without prejudice to other termination rights under this Agreement, the occurrence of any of the following “Event of Default” shall constitute a default of this Agreement:
   
   
   a.

   You commit a breach of any provisions of this Agreement, and the breach is not remediable or you fail to remedy such breach within thirty (30) days after receipt of written notice from Paydibs of such breach.

   b.

   You become insolvent or are wound-up, or unable to pay your debts as they become due, enter into bankruptcy, receivership, liquidation, or any similar proceedings, or make an assignment for the benefit of creditors.

   c.

   You are dissolved and go into liquidation either compulsorily or voluntarily.

   d.

   You violate, fail, or refuse to comply with the applicable laws.
3. If any of the Event of Default is not remediable or not remedied by you within fourteen (14) days of written notice given by Paydibs to you, Paydibs shall be entitled to forthwith terminate this Agreement by issuing a written notice to you. All rights and obligations of Paydibs and you under this Agreement shall cease to have any further effect and none of the parties shall have any claims against the other for costs, damages, compensation, or otherwise, save in respect of any right of action already accrued to any of the parties in respect of any breach, non-observance, or non-performance or repudiation of any of the provisions of this Agreement by the other party occurring prior to such termination or out of which such termination shall have arisen.
4. Upon termination of this Agreement, you shall immediately cease using any related equipment and services provided by Paydibs. You shall return all equipment, documentation, and any proprietary information belonging to Paydibs within ten (10) business days of termination. The equipment should be returned in good working condition, normal wear and tear excepted.
5. All outstanding payments due to either party shall be settled within thirty (30) days of termination. This includes any fees, charges, or other amounts accrued up to the date of termination, excluding any sums that are not held due to chargeback issues or disputed sums. Sums subject to chargebacks will not be released to the merchant unless the outcome of the chargeback process requires Paydibs to do so.
6. Both parties shall ensure that all confidential information and data exchanged during the term of this Agreement are either returned to the respective party or destroyed in accordance with applicable data protection laws and regulations. Each party shall provide a written certification of such destruction upon request.
7. The termination of this Agreement shall not affect any rights, obligations, or liabilities of either party that have accrued before the date of termination or expiration.
8. Any notice of termination must be in writing and delivered via certified mail, return receipt requested, or via a reputable courier service providing proof of delivery, to the addresses specified in this Agreement or to such other addresses as the parties may designate in writing from time to time. Notices shall be deemed effective upon receipt.

1. You agree that you and Paydibs are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other party.

1. You undertake that it will not for the term of this Agreement and a period of six (6) months thereafter on its own behalf or on behalf of any person directly or indirectly canvass, solicit or endeavour to entice away from Paydibs or an associated company any person who has at any time during the term of this Agreement been employed or engaged by the other party or an associated company.
2. This restriction shall not apply to general advertisements or solicitations for employment that are not specifically directed at employees or contractors of the other party or its associated companies.
3. In the event of a breach of this non-solicitation clause, the breaching party shall indemnify the non-breaching party for any damages, costs, or expenses incurred as a result of such breach, including but not limited to recruitment costs, training costs, and any loss of business or revenue.

1. You shall not assign any of its rights under this Agreement to a third party without the prior written consent of Paydibs.
2. Merchant shall not outsource the performance of any of its obligations under this Agreement without the prior written consent of the other Paydibs.
3. In the event of an unauthorized assignment or outsourcing, Paydibs shall have the right to terminate this Agreement immediately upon written notice to the breaching Merchant in addition to any other remedies available at law.

1. This Agreement, including all Schedules and other documents referred to herein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises, and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty, or promise made prior to the date of this Agreement unless it was made fraudulently.

1. If applicable, Merchants may complete the registration process through electronic means (e-registration). By completing the e-registration process, the Merchant agrees to be bound by the terms and conditions set forth in this Agreement.
2. The Merchant acknowledges that:
   
   
   1. Verification will be conducted through the email address provided during e-registration.
   2. No physical signatory is required for the said e-registration.
   3. The Agreement will be presented during the e-registration process, and the Merchant agrees that the Merchant’s completion of the e-registration shall also mean that the Merchant has thoroughly read and understands the terms and conditions of this Agreement. Following from this, the Merchant further declares its agreement to all terms and conditions herein.
   4. By proceeding with the e-registration, the Merchant confirms their acceptance and understanding of this Agreement, which shall be legally binding upon the completion of the registration process.