Vendor (Merchant) Services Agreement

Vendor (Merchant) Services Agreement

This agreement is entered into as of the last date signed or by pressing button "I accept the Terms and Conditions" and Submit the form by the parties (the "Effective Date" receive approved) between Pazarme Group Sdn Bhd (Company No. 1319750-M), [whose principal place of residence is at / a Marketplace Platform corporation with its principal place of business at Unit 2-1, The Podium, Tower 3 UOA Business Park, No. 1, Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor. Malaysia.] ("Pazarme") and Vendor Company Name (as registered in the Pazarme system), [whose principal place of residence is at / a Vendor/Seller corporation with its principal place of business at Vendor Address (as registered in the Pazarme system)] ("Merchant").

(The capitalized or bold or "Quote Word" in verse terms used in this Agreement, in addition to those above, are defined in section "DEFINITIONS".)


This Vendor/Seller (Merchant) Services Agreement (hereinafter  referred  to  as  Agreement) is made an entered into by and between the Pazarme Group Sdn Bhd (Company No. 1319750-M), (hereinafter referred to as “Marketplace Platform or "Pazarme") whose address is Unit 2-1, The Podium, Tower 3 UOA Business Park, No. 1, Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor. Malaysia and the Vendor Company Name (as registered in the Pazarme system),  (hereinafter referred to as “Seller or "Vendor" or "Trader" or "Supplier" or "Merchant") whose address is Vendor Address (as registered in the Pazarme system).


The purpose of this Agreement is for digital commerce and to implement an electronic commerce (ecommerce or e-commerce), mobile-ecommerce, social-ecommerce, factory-ecommerce, manufacturer-ecommerce, online shop, online shop in the marketplace, digital inventory, digital marketing and digital advertising, an advertising management agency at the domestic and global levels in a phase that will be invoiced or through orders to "Merchant" as required from time to time. Therefore, "Merchant" must adhere to the terms and conditions provided by the "Pazarme" to create a balanced ecosystem. Before a "Merchant" product or service is released to the public, the "Merchant" must comply with all terms and conditions set by the "Pazarme" for the development and digitisations of physical goods into digital products or services and marketing or advertising domestically or in certain countries or globally.


This Agreement is effective on the day of acceptance of the Agreement or the date the Agreement is first agreed or the receipt of the first invoice or receipt or sale order of the first order as a sign of Agreement from the "Merchant" and executed by representatives of the parties duly authorized to this Agreement and the respective state administrative bodies or municipalities-respectively and will continue to be in full force and effect. This Agreement may be terminated, without cause, by any party on the expiration date of the written notice or if the "Pazarme" does not receive any appropriate feedback from the "Merchant", for which notice will be sent by hand or by mail or e-mail certified in "Pazarme" whose address is listed above.


1.1 This “Agreement” is made between the company as registered in the Vendor/Seller (Merchant) Service Agreement or Vendor/Seller (Merchant) Service Form or Application Form (hereinafter called the Vendor" or "Seller” or "Trader" or "Supplier" or "Merchant") and Pazarme Group Sdn Bhd a company incorporated in Malaysia, having its principal place of business of Unit 2-1, The Podium, Tower 3 UOA Business Park, No. 1, Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor. Malaysia (hereinafter called the “Marketplace Platform” or "Pazarme" and together with Vendor Company Name (as registered in the Pazarme system) shall hereinafter be referred to as the "Merchant".
1.2 Services offered by "Pazarme" include (but are not limited to) online credit/debit card payments, electronic banking, (e-Banking), electronic wallets (local and foreign e-wallets), payment in cash, payment over the counters and other payment channels that are emerging and relevant and applicable to online payments and face-to-face cash.
1.3 The delivery services offered by "Pazarme" include (but are not limited to) local, domestic or cross-border to meet the needs of Merchant. The shipping party appointed by "Pazarme" is hereinafter called the Shipping Partner by Pazarme. And Shipping appointed by the Merchant after this is called Shipping Partner by Vendor.
1.4 Under the terms of this Agreement, Merchant will be provided with the services or products described herein and selected by Merchant herein (collectively and individually, as applicable, “Services”) in respect of transactions for the sale of Merchant agreed goods and/or services to be bound by this Agreement, which may be modified or amended from time to time will be updated through the latest policy.
1.5 The Merchant hereby acknowledge and agree that by entering into a contract or commercial Agreement with "Pazarme" the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract or commercial arrangement entered into with "Pazarme".
1.6 If signed by a firm, the expression Merchant shall include the person or persons from time to time carrying on the business of such firm and, if Merchant comprises of two or more persons, the expression Merchant shall include all and each of them and their liabilities under this Agreement shall be joint and several.
1.7 Any reference in this Agreement to "Pazarme", “Merchant, "Shipping Partner by Pazarme", "Shipping Partner by Vendor", “Processor”, or “Depository” shall, if the context permits or requires, be construed so as to include its and any subsequent successors, legal representatives and permitted transferred and assigns in accordance with their respective interests.


2.1 Service providers (banks and non-banks), processors (acquirers) and "Pazarme" contained and referred to under this Agreement, their roles and functions consist of:

2.1(a) Transaction authorization (by service providers and processors);

2.1(b) Capture of electronic drafts (or collection of sales slips) of transactions (by "Pazarme");

2.1(c) Issue a transaction explanation to the card association and/or appropriate card issuer (by the processor);

2.1(d) The provision of information to effect the settlement of the transaction (by the processor);

2.1(e) Settlement of disputes with the cardholder's bank (by the processor); and

2.1(f) Transaction-related reporting, statements and products (by "Pazarme").

2.1(g) Provide cash requirements, according to Merchant requirements.

2.2 "Pazarme" processes all transactions through the use of its secure encryption network. All payment shall be initiated via the secure payment process.

2.3 "Pazarme", at all time, takes reasonable measures to provide a secure payment system and will comply at all times to card association regulation including PCI-DSS certification by the processor.

2.4 From time to time under this Agreement, at the request of the Merchant"Pazarme" may facilitate the remittance of cash or credit/debit card transactions for certain payments (“foreign exchange transactions”) to card or cash issuers, including but not limited to Visa, MasterCard, UnionPay, telegraphic transfer (TT) and various types of payments as deemed appropriate, personal labels and commercial cards or convenient cash delivery. Exchange transactions require prior written approval from "Pazarme" and are subject to applicable prices.

2.5 The Merchant has chosen to accept card type cards, other non-card payment options or direct cash receipts as stated on the order or invoice. The Merchant agrees to pay or receive and the Merchant” account [as defined in clause five(5)] will be charged pursuant to clause five(5) of this Agreement for, any additional fees incurred as a result of the Merchant subsequent acceptance of transactions with any type of card or cash not selected to be received on order or invoice.


3.1 The Merchant agrees that it will not commit any act that violates the federal, state/provincial or local laws of Malaysia including but not limited to the anti-money laundering and anti-terrorism financing act 2011, the laws of any country where the Merchant it lives just like any country where Merchant do business. Merchant agrees to provide any information and documents reasonably required by any other party (recipient or sender of information) to comply with any applicable anti-money laundering or anti-terrorism laws including any laws applies which imposes knowing your customer or the inspection or identification procedure received by the recipient of the information required to comply with respect to this Agreement (AML and CTF Laws).

3.2 The Merchant will allow the customer to pay for the purchase or lease of goods and services, provided that such transaction complies with the terms of this Agreement. Each such transaction will be evidenced with a valid transaction record in an approved form such as a sales invoice or sale order. The Merchant will not present any sales invoices or sales order that do not arise from the transaction between the customer and the Merchant.

3.3 The Merchant agrees: (a) to comply with the rules and regulations as set out in this Agreement; (b) to be bound by the operating rules and regulations of the card association, including without limitation any rules and regulations relating to cardholder or cash and transaction information security, such as payment card industry data security standards (PCI), visa cardholder information security program and MasterCard site data protection program or cash carrier security.

3.4 "Pazarme" may, from time to time, issue written instructions (by mail or email or otherwise) on the procedures to be followed by Merchant and the forms to be used to execute this Agreement. The instructions and terms of this form are binding from the effective date specified in the instructions and will form part of this Agreement.


4.1 Merchant shall adequately display the "Pazarme" logo, the card association and promotional materials supplied by Merchant on their website or payment page. Merchant shall cease to use or display such service marks in any way (including, without limitation, in promotional materials and papers relating to transactions or forms of Merchant) immediately upon notice from "Pazarme" or upon termination of this AgreementMerchant may not produce or transmit any promotional materials that include any reference to "Pazarme" or its name, trade name, logo, service mark and/or trademark without its prior written permission.

4.2 Merchant irrevocably authorises "Pazarme", to include its name in any directory or promotional materials produced by "Pazarme", in connection with the acceptance of the cards.


5.1 For all online payment transactions "Pazarme" only uses Ringgit Malaysia or (MYR) or (RM) as the main trading currency for conducting transactions. Although "Pazarme" provides several types of trading currencies, it is only as a guide, to make it easier for buyers and Merchant to make interpretations related to the foreign exchange process. For trading currencies other than Ringgit Malaysia in "Pazarme" does not include the cost of government tax by the Central Bank of Malaysia, so it cannot be used as a condition as in the purchase process. The payment process will be converted automatically when making a payment at the payment gateway to Ringgit Malaysia or (MYR) or (RM), this is due to the mandatory conditions imposed on "Pazarme" by Central Bank of MalaysiaRefer to clause twenty-seven(27).

5.2 "Pazarme" will make payout payment to the Merchant using the primary currency in the Vendor Company Name (as registered in the Pazarme system) registered country or the Merchant can choose the type of currency according to the Merchant requirements. Refer to clause twenty-seven(27).

5.3 Merchant agrees to pay the fees, charges and expenses described on each email notice or invoice or order together with any other liabilities or expenses described in this Agreement.

5.4 "Pazarme" will pay the Merchant for transactions submitted under this Agreement on credit to the designated account ["Vendor Company Name (as registered in the Pazarme system) account"] or delivery in cash to the Merchant or through any other means acceptable to Merchant and "Pazarme". Unless otherwise agreed by "Pazarme", the Merchant will be paid within the stipulated time or as soon as possible according to the invoice or order for the gross amount of the transactions submitted less the amount of any discounts, fees and other charges (including penalty, refunds and adjustments) specified in this Agreement and credit vouchers are deposited (along with any taxes payable in respect thereof). If the amount due to the Merchant below is not sufficient to pay the outstanding charges described in the previous sentence on any day and/or any other amount due or payable by the Merchant to "Pazarme" under this Agreement"Pazarme" reserves the right to :

5.4(a) Deduct and deduct the outstanding amount in whole or in part of any payment due therefrom to the Merchant; and/or

5.4(b) Deduct the outstanding amount in whole or in part from subsequent credits to the Merchant account; and/or

5.4(c) Claim from the Merchant the outstanding amount in whole or in part.

5.4(d) Penalties will be imposed on the Merchant because the Merchant intentionally or unintentionally canceled the order from the buyer, when the buyer has made payment in accordance with the Agreement stated on the Merchant product or service price in the Merchant product page.

5.4(e) Fines will also be imposed on the Merchant, if there is fraudulent sale of products or services so as to cause the buyer to make or to the authority or bank or payment processor or to the court.

5.5 The Merchant agrees to pay, and the Merchant account will be debited, for all fees, arbitration fees, fines, penalties, refunds, refunds etc. charged by "Pazarme", the processor or by the card association or cash for the processing of the Merchant below.

5.6 Merchant represents and warrants that no one other than Merchant has any claim in respect of any transaction submitted hereunder except as authorized in writing by "Pazarme".

5.7 Merchant further represents and warrants that payment by "Pazarme" shall be without prejudice to any claims or rights which "Pazarme" may have against Merchant and shall not constitute any admission by "Pazarme" as to the performance by Merchant of its obligations under this Agreement and the amount payable to Merchant.

5.8 If "Pazarme" suspects, on reasonable grounds, that the Merchant has committed or will commit a breach of this Agreement, any illegal activity (including but not limited to, money laundering, fraud, sale of illicit products/services or dishonesty, etc. ) against "Pazarme" or any of its customers, "Pazarme" reserves the right to suspend all payments under this Agreement to the Merchant pending inquiries or inquiries by "Pazarme".


6.1 "Pazarme" hereby grants the Merchant a royalty-free, non-transferable and non-exclusive right to use the trade names and logos of "Pazarme" (“trademarks”) in its “website” (an e-commerce enabled, interactive internet world wide web sites maintained by the Merchant for the purpose of displaying and offering products or services for sale to the customers), “mobile application” (an application software owned and maintained by the Merchant, designed to run on a mobile device, such as a smartphone or tablet computer for the purpose of displaying and offering products or services for sale to the customers) and in any off-line promotional materials solely for the purpose of indicating that it uses the services. The Merchant shall use such trademarks in accordance with "Pazarme" directions. The Merchant does not have a right to sub-license the use of the trademarks. "Pazarme" may apply limitations to the right granted to the Merchant at any time and at its sole discretion. “customer” is any person making a purchase of the “product or service” (that are offered, sold or distributed online by the Merchant via the website or mobile application).

6.2 When using the trademarks, the Merchant will ensure that no composite marks are created with its own trademarks and/or logos. The Merchant acknowledges that its use of the trademarks does not create for itself any rights over the trademarks other than those explicitly granted in this Agreement.

6.3 The Merchant acknowledges and agrees that all intellectual property in connection with the "Pazarme" System” (the system providing secured online payment and clearing service to Merchant), including but not limited to, in and relating to the trademarks are owned by "Pazarme" or its affiliates.

6.4 All proprietary rights in the equipment or application or workflow or design (such as interfaces) and other materials used or made available by "Pazarme" in the performance of this Agreement, whether or not supplied to the Merchant, shall remain with "Pazarme" or its licensors. The Merchant shall only acquire such right of use as is explicitly granted under this AgreementMerchant shall cease to use or return them to "Pazarme" on demand, upon termination of this Agreement or upon Merchant ceasing to do business, whichever is the earliest.


7.1 Merchant agrees to furnish "Pazarme", such financial statements and information concerning Merchant, its owners, principals, shareholders, partners, proprietors, directors, officers or its affiliates as "Pazarme" may from time to time request. "Pazarme", or their duly authorized representatives, may examine the books and records of Merchant, including records of all transactions previously submitted hereunder.

7.2 The Merchant agrees to keep copies of all paper and electronic transaction records as well as credit slips or payment slips submitted to "Pazarme" for a period of eighteen(18) months from delivery, or such longer period as required by the rules or operating rules of the card association, by law or by "Pazarme" as specifically requested in writing in individual cases.

7.3 Merchant agrees to furnish "Pazarme", of all paper and electronic transaction records including but not limited to credit slips, relative invoices, purchase orders, delivery orders, sales order and other documents within seven(7) to twenty-eight(28) working days from date of request failing which then "Pazarme" reserves the right to refund and chargeback the Merchant for the charge amount.


8.1 Merchant agrees to provide "Pazarme"thirty(30) days prior written notice of its intent to:

8.1(a) Transfer or sell all or any substantial part of its total stock or assets; or

8.1(b) Change in company business ownership and/or it’s director/shareholders; or

8.1(c) Liquidate or file for bankruptcy; or

8.1(d) Cease business or change the basic nature of its business; or

8.1(e) Convert all or part of its business to mail order sales, telephone order sales, internet-based sales or other sales where the customer is not physically present and processed through Merchant terminal; or

8.1(f) Remove or relocate any shop or office; or

8.1(g) Make any material change in the management of Merchant; or

8.1(h) Make any change in Merchant legal status (such as from sole proprietorship to partnership or limited company or vice versa or other); or

8.1(i) Make any change in any other material particulars relating to Merchant which have been supplied to "Pazarme" in connection with this Agreement.

Upon the occurrence of any such event, the terms of this Agreement may be modified to address issues arising therefrom, including but not limited to requirements of local law or applicable card associations.


9.1 This Agreement is not transferable by Merchant without the written consent of "Pazarme". Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this clause shall be void.

9.2 Merchant agrees that the rights and obligations of "Pazarme" hereunder may be transferred by "Pazarme" to any other person without notice to MerchantMerchant agrees that the rights and obligations of card schemes hereunder may be transferred by the card scheme to any other card scheme of the card associations without notice to MerchantMerchant acknowledges that the transferable rights of "Pazarme", hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant account(s) as described herein. "Pazarme", may subcontract or appoint any agent to carry out any of their respective obligations under this Agreement.


10.1 Merchant warrants and represents to "Pazarme",

10.1(a) That each transaction submitted below will represent a sale to the cardholder by the Merchant for the amount shown on the relevant transaction record as the sales amount and is a binding obligation of the cardholder, free from any claim, demand, defence, set-off or other adverse claim whatsoever;

10.1(b) That each transaction record or other evidence of a transaction will accurately describe the goods and services which have been sold and delivered to the cardholder or in accordance with the cardholder’s instructions;

10.1(c) That Merchant will comply fully with all laws, rules and regulations and not violates any laws of Malaysia including but not limited to the anti-money laundering and Anti-Terrorism Financing Act 2001 and Personal Data Protection Act 2010 (including their subsidiary legislations and guidelines) as well as laws of any countries in which the "Pazarme" carries out its businesses;

10.1(d) That Merchant will fulfill completely all of its obligations to their customer and will resolve any customer dispute or complaint directly with the customer;

10.1(e) That, without limiting the generality of the foregoing, each transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of as set out in this Agreement;

10.1(f) That all of the information contained in or provided pursuant to this Agreement is true and correct;

10.1(g) That Merchant shall keep strictly confidential the provisions of this Agreement, and all information and materials received from "Pazarme" in connection with their respective businesses and instrument provided by them or either of them, and will disclose the same only to such of its employees who require such information for the purposes of performing Merchant obligations under this AgreementMerchant shall not and shall procure that its officers, employees and agents shall not without the prior written consent of "Pazarme", use or disclose any such information to any other person (except to Merchant agents for the sole purpose of assisting Merchant to complete or enforce transactions or to Merchant insurers and professional advisers) unless such disclosure is compelled by law or rules and regulations of the card association;

10.1(h) That Merchant shall not submit and sell any transaction which involves the following products without the prior written consent of "Pazarme":

10.1(h)(1) Firearms/weapons;

10.1(h)(2) Ammunition;

10.1(h)(3) Drugs, drug paraphernalia and drug test circumvention aids;

10.1(h)(4) Fireworks and hazardous materials;

10.1(h)(5) Miracle cures;

10.1(h)(6) Local and foreign currencies;

10.1(h)(7) Pornography and adult content;

10.1(h)(8) Escort services;

10.1(h)(9) Sexually oriented materials or services;

10.1(h)(10) Gambling/online casino;

10.1(h)(11) Counterfeit and replica goods;

10.1(h)(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;

10.1(h)(13) Tobacco;

10.1(h)(14) Pyramid or ponzi schemes, matrix programs and other "get-rich-quick" schemes;

10.1(h)(15) Telemarketing;

10.1(h)(16) Time-sharing;

10.1(h)(17) Investment in gold bars;

10.1(h)(18) Investment scheme;

10.1(h)(19) File sharing services;

10.1(h)(20) Items which promote hatred, racism, religious persecution or contain offensive content;

10.1(h)(21) Items which encourages illegal activity;

10.1(h)(22) Human remains and body parts;

10.1(h)(23) Unlicensed multi-level marketing;

10.1(h)(24) Stolen goods, including digital and virtual goods;

10.1(h)(25) Items which are considered obscene;

10.1(h)(26) 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;

10.1(h)(27) Payment aggregator;

10.1(h)(28) Associated with the sale of traveler’s cheques or money orders;

10.1(h)(29) Check cashing businesses;

10.1(h)(30) Provision of certain credit repair or debt settlement services, credit transactions or insurance activities;

10.1(h)(31) Sales of products or services identified by government agencies to have a high likelihood of being fraudulent; and

10.1(h)(32) Gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes.

10.1(i) That Merchant shall not receive any cash payment from a cardholder with respect to charges for goods and/or services included in a card transaction;

10.1(j) That Merchant shall display prominently the brand name and logo of "Pazarme" and all other marketing or publicity materials that may be provided by "Pazarme" from time to time during the term on the website. The Merchant is also responsible for notifying the customer that the description which will be printed on the customer’s credit card statement for the charges incurred may be different from the Merchant trading name;

10.1(k) That Merchant shall retain copies of all transaction receipts for a period of eighteen(18) months. The Merchant will provide such copies of transaction receipts to "Pazarme" within five(5) working days of such request being made by "Pazarme";

10.1(l) That Merchant shall perform verification with the customer in the event "Pazarme" suspects that a transaction could be fraudulent;

10.1(m) That Merchant further agrees that it will not provide or offer any “lifetime warranty”, “lifetime guarantee” or any other guarantees for a period of more than ninety(90) days in respect of its products;

10.1(n) that merchant agrees to describe accurately in its Website the following information:

10.1(n)(1) Its Merchant name, address, telephone number, e-mail address and uniform resource locator;

10.1(n)(2) Details of its products, including the price and specifications; and

10.1(n)(3) Steps which must be taken by customers to make a purchase, including details on the point at which a sale is completed, delivery, shipping, returns, refund and privacy policies.

10.1(o) That Merchant agrees to inform "Pazarme" as soon as it becomes aware of any major or multiple product defects or logistics problems which could give rise to chargeback or refund; and

10.1(p) That Merchant shall ensure that the Merchant password is not disclosed to any unauthorized persons at all times during the term. “Merchant password” is the personal identification number used by the Merchant when accessing the website of "Pazarme" to view transactions processed through the "Pazarme" portal.


The Merchant agrees to meet directly with the customer and "Pazarme" with any claims or complaints arising in connection with the sales transaction between the Merchant and the customer, while "Pazarme" is a service provider to assist all transactions between seller and buyer, regardless of whether the claim or complaint is brought by the customer, the processor or another party. The Merchant agrees to indemnify and hold the processor, harmless from and against any and all liabilities (including without limitation fines imposed under applicable operating rules and regulations of the card association), losses, claims, damages, claims, actions, disputes, offsets, counterclaims, costs, expenses and judgments arising out of or in connection with any transaction (including without limitation claims and complaints made by customers or any other person or entity in respect of any transaction submitted by Merchant below) or any other services provided below.


12.1 "Pazarme" shall not be liable for failure to provide the services if such failure is due to any cause or condition beyond "Pazarme" reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of god or of any public enemy, acts of any government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems or other similar causes beyond "Pazarme"reasonable control.

12.2 To the extent permitted by any applicable law, the liability of "Pazarme" or any loss arising out of or relating in any way to this Agreement, including but not limited to damages arising out of the unavailability or malfunction of the services, personal injury, or property damage, shall, in the aggregate, be limited to actual, direct and general money damages in an amount not to exceed one(1) month’s average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant payment processing) for services during the previous twelve(12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. This shall be the extent of "Pazarme", liability arising out of or relating in any way to this Agreement, including alleged acts of negligence, breach of contract, wilful default, or otherwise and regardless of the form in which any legal or equitable action may be brought against "Pazarme", whether in contract, tort or otherwise, and the foregoing shall constitute merchant’s exclusive remedy.

12.3 Under no circumstances shall "Pazarme" be liable for:

12.3(a) Any lost profits, lost interest, or for special, consequential, punitive or exemplary damages arising out of or relating in any way to this Agreement, including but not limited to, damages arising out of placement of Merchant name on any terminated Merchant list for any reason, even if "Pazarme" has been advised of the possibility of such damages;

12.3(b) Any settlement amounts pertaining to switched transactions, in respect of which Merchant sole recourse shall be to the applicable card issuer; or

12.3(c) Any claim, loss, billing error, damage or expense arising out of or relating in any way to this Agreement which is not reported in writing to "Pazarme" by Merchant within fifteen(15) to forty-five(45) days of such failure to perform or, in the event of a billing error, within fifteen(15) to forty-five(45) days of the date of the applicable statement and Merchant expressly waives any such claim that is not brought within the time periods stated herein.


13.1 Subject to the provisions hereof, this Agreement shall remain in full force and effect for a period of twelve(12) calendar months, commencing from effective date (the “initial term”), unless Merchant gives to "Pazarme" written notice of termination as to this Agreement at least thirty(30) days prior to the expiration of the initial term or any extension or renewals thereof. If no term is specified on the appendices, subject to the provisions hereof, this Agreement shall continue in full force and effect until Merchant gives not less than thirty(30) days’ prior written notice to "Pazarme" to terminate it.

13.2 Notwithstanding anything to the contrary set forth herein, in the event that a term is specified on the appendices and Merchant terminates this Agreement in breach of this clause thirteen(13), all yearly fees assessed to Merchant under this Agreement and due to "Pazarme" for the remainder of the then existing term of this Agreement shall be immediately due and payable to "Pazarme", and Merchant hereby authorises "Pazarme" to accelerate the payment of all such yearly fees and to deduct the total amount from Merchant account(s), or to otherwise withhold the total amount from amounts due to Merchant from "Pazarme", immediately on or after the effective date of termination. If the Merchant account(s) does not contain sufficient funds for the debit or the amount cannot be withheld by "Pazarme" from amounts due to Merchant, Merchant shall pay "Pazarme" the amount due within ten(10) days of the date of "Pazarme" invoice for same. The payment of accelerated yearly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate "Pazarme" for their termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but shall be in addition to any payment obligations for services already provided hereunder (or that "Pazarme" may continue to provide), which shall be an additional cost, and any and all other damages to which may be entitled hereunder.

13.3 Notwithstanding the foregoing, "Pazarme" may terminate this Agreement or any portion thereof at any time with immediate effect upon written notice to Merchant. Furthermore, "Pazarme" may terminate this Agreement at any time without notice:

13.3(a) Upon Merchant default in performing under any provision of this Agreement;

13.3(b) Upon an unauthorised conversion of all or any part of Merchant activity to mail order sales, telephone order sales, Internet-based sales, or to any sales activity where the customer is not physically present;

13.3(c) Upon any failure to follow the card acceptance guide or any operating regulation or rule of a card association;

13.3(d) Upon failure by the Merchant to settle any pending payment (including but not limited to yearly fees, refund transactions, chargebacks, etc.) to "Pazarme".

13.3(e) Merchant account is inactive for more than one(1) year since activation of Merchant account.

13.3(f) If there has been any misrepresentation by Merchant;

13.3(g) Upon commencement of bankruptcy or insolvency proceedings by or against Merchant; or

13.3(h) In the event "Pazarme" reasonably deems itself insecure in continuing this Agreement.

13.4 In the event that "Pazarme", breach the terms and conditions hereof, Merchant may, at its option, give written notice to "Pazarme", of its intention to terminate this Agreement unless such breach is remedied within thirty(30) days of such notice. Failure to remedy such a breach shall make this Agreement terminable, at the option of Merchant, at the end of such thirty(30) days period unless notification is withdrawn.

13.5 Any Merchant deposit or balance funds with "Pazarme" will be made payable to the Merchant, one-hundred-and-eighty(180) days or six(6) months after the effective date of termination to facilitate any future dispute and/or chargeback. Termination of this Agreement shall not affect Merchant obligations which have accrued prior to termination or which relate to any transactions submitted hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination.

13.6  Any termination shall not affect any liabilities incurred prior to the termination nor any provision of this Agreement expressed or intended to survive, or to be effective from, termination. In particular, but without prejudice to the foregoing, clauses four(4), six(6), seven(7), ten-point-one(10.1), eleven(11), twelve(12), thirteen-point-five(13.5), thirteen-point-six(13.6), fifteen-point-two(15.2), and fifteen-point-three(15.3), shall remain in full force and effect notwithstanding termination.


Upon investigation, with adequate information, in the case that "Pazarme" believe transactions processed through "Pazarme" services are suspicious or Merchant is engaging in unauthorised/prohibited business category or activity, "Pazarme" will seek clarification from the Merchant accordingly. If there is no response or unjustifiable reason from the Merchant, "Pazarme" shall have the discretion to suspend the service and/or retain the remaining funds up to one-hundred-and-eighty(180) days.


15.1 If:

15.1(a) The customer disputes any transaction or payment for any transaction made through the "Pazarme" payment gateway. (regardless of the nature or manner of the dispute); or

15.1(b) The transaction is charged back or disputed for any reason by the card or cash issuing institution or by the service provider in accordance with the prescribed rules and regulations of operation; or

15.1(c) There is a breach of any of the terms of this Agreement by the Merchant; or

15.1(d) "Pazarme", has any reason to believe the transactions previously submitted below are illegal, unenforceable, irregular, questionable, not genuine, or otherwise unacceptable; or

15.1(e) Any other event or circumstance, of which "Pazarme", or the service provider must have previously notified the trader in writing for the purposes of this clause fourteen(14), has occurred in connection with the transaction, the amount of the transaction may be recharged and deducted from any fees due to the Merchant or may be charged against any of the Merchant account(s). A list of some common reasons for chargebacks is contained in the card acceptance guide; provided, however, that such list is not exclusive and does not limit the generality of the foregoing. If any such amount cannot be collected through withholding from any payment due below or through charges of the Merchant account(s) or reserve account, the Merchant shall, upon request by "Pazarme", pay "Pazarme" the full amount of the refund or disputed transactions as required.

15.2 At any time, "Pazarme" reserves the right to deduct the charge backed/disputed/refund amount from the Merchant account without the requirement of the Merchant consent. Should the Merchant be no longer reachable or no longer in business, "Pazarme" reserves the right to hold back the remaining funds of the Merchant account to facilitate any chargeback/dispute/refund that may occur.

15.3 Merchant understands that obtaining an authorisation for any transaction shall not constitute a guarantee of payment and the related sales slips can be returned or charged back to Merchant like any other item hereunder.


16.1 When the Merchant fails to fulfill any of his obligations under this Agreement, any Merchant account(s) or any other account belonging to the Merchant held by any designated depository (or by any other financial institution) may be debited without notice to the Merchant. and the dealer irrevocably authorises "Pazarme", to debit any such account for this purpose. The trader’s instructions to his financial institution to accept withdrawal requests from "Pazarme", and the trader’s consent to ensure that the institution is harmless and incurs a loss, are set out in clause fifteen-point-two(15.2).

16.2 The Merchant also agrees that, in the event of default by the dealer, "Pazarme" has the right to deduct and may use any balance in "Pazarme" or any other monies payable by the dealer from the buyer or consumer against payment of the amount owed from the dealer under the terms this Agreement. The rights stated herein are in addition to any other rights that may exist on "Pazarme" under applicable law.


17.1 Should it be necessary for "Pazarme" to defend or enforce any of its rights under this Agreement in any collection or legal action, Merchant agrees to reimburse "Pazarme" and/or processor and/or member, as applicable, for all costs and expenses, including reasonable collection agency and attorney’s fees, as a result of such collection or legal action.

17.2 "Pazarme", and Merchant agree that this Agreement and all disputes arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Malaysia and Merchant hereby submits to the non-exclusive jurisdiction of the Courts of Malaysia.


This Agreement may be amended only in writing signed by "Pazarme", and Merchant, except that (a) the card acceptance guide may be changed immediately by "Pazarme" without notice to Merchant or (b) "Pazarme" may give Merchant a notice either describing amendments to this Agreement or enclosing an entirely new Agreement, which amendments or new Agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date of such amendment or new Agreement set forth in the notice.


No provision of this Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.


20.1 The Merchant authorises "Pazarme", to obtain from time to time from any person, including without limitation any credit or cash reference agency, financial information about the Merchant or any owner, principal, director, officer, shareholder, partner , owner, managing agent or guarantor of the Merchant. The Merchant hereby authorises (on its own behalf and on behalf of each person mentioned in the preceding sentence) members, buyers, consumers, "Pazarme", processors and any depository institutions to release any financial information about the "Pazarme" or his account to the processor and/or "Pazarme".

20.2 "Pazarme", may exchange information about Merchant, Merchant owners, principals, partners, proprietors, directors, officers, shareholders, managing agents and guarantors with each other, other financial institutions, card associations and any other party as "Pazarme", as applicable, may deem necessary in connection with the services and this Agreement. Merchant hereby authorises (on its own behalf and on behalf of each person mentioned in the preceding sentence) "Pazarme", to disclose information as mentioned above and information concerning Merchant activity to any card associations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.


Upon execution of this Agreement, "Pazarme", shall have the right to include the Merchant name in any directory or promotional material produced in connection with the acceptance of card transactions.


Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Agreement.


All notices required by this Agreement shall be in writing and shall be sent by courier or electronic mail (e-mail) or by ordinary or registered mail. any notice sent:

23.0(a) To "Pazarme" shall take effect after actual acceptance by "Pazarme".

23.0(b) To the trader (including the notice contained in the trader’s statement) shall be effective at the beginning of actual receipt or on the third day after the date of posting the notice to the latest address given by the trader to "Pazarme" or when sending the notice to any address e-mail provided by the Merchant below.

The parties hereby may change the name and address of the person or e-mail to whom the notice or other document required under this Agreement must be sent at any time by giving written notice to the other party.


This Agreement constitutes the entire Agreement between Merchant, "Pazarme", processor with respect to the subject matter hereof and supersedes all prior memoranda or Agreements relating thereto, whether oral or in writing.


This Agreement shall become effective only upon acceptance by "Pazarme", or upon the acceptance by "Pazarme" and/or processor of the submission of transactions by Merchant at such locations as designated by "Pazarme" and/or processor, whichever event shall first occur.


The financial institution set forth in the signature page is designated by Merchant as a depository institution (“Depository”) for payments due to Merchant hereunder. Merchant authorises "Pazarme" to make payment hereunder to Depository with instructions to credit the Merchant account(s) with DepositoryDepository, "Pazarme" may charge any of Merchant account(s) at Depository for any amount due under this Agreement. "Pazarme" must approve in writing any proposed changes to the Merchant account(s) or to Depository.


All foreign currencies will be converted to the respective processing or settlement currency if such a conversion is required. "Pazarme" will ensure the commercial bank's mark-up rate on the prevailing bank exchange rate is capped at a maximum of three-percent(3%) to four-percent(4%) base on the Interbank Foreign Exchange mid-rate. The selection of sender bank is subject to recipient bank’s nature, i.e. location as well as available currency, & shall mutually agree by both "Pazarme" and Merchant to commit. see in clause five(5), five-points-one(5.1) and five-point-two(5.2).


All transactions submitted herein shall be denominated in the currency as specified in the invoice or sale order or email notice or memo, unless otherwise agreed in the official communication between "Pazarme" and the Merchant.


Where "Pazarme", has agreed that the Merchant may submit card absentee transactions (including without limitation mail or email order sales or telephone order sales and internet-based sales) to the processor for processing under this Agreement:

29.1 Any reference in this Agreement to “Transactions” shall include any card or account that does not show a Transaction;

29.2 Any reference to the use of a card or account or performing a card or account Transaction shall include the use of, or performing a card or account Transaction with, details of or in connection with the card or account;

29.3 This Agreement shall apply to all cards or accounts that do not present a Transaction except to the extent that any provision of this Agreement does not apply when the card or account is not physically presented to the Merchant; and

29.4 The Merchant shall comply with all provisions of this Agreement, in particular, the requirements as set out in "Pazarme" card or account acceptance guide and written instructions relating to the processing of cards or accounts that do not present Transactions (including without limitation any software, system, security and site requirements web).


30.1 The Merchant agrees that is shall not perform or caused to be performed any act which violates Personal Data Protection Act 2010 (including their subsidiary legislations and guidelines) (“PDPA 2010”) and shall exercise a reasonable degree of skill, due diligence, prudence and foresight to comply with all principles set out herein including, registering itself with the Personal Data Protection Commissioner of Malaysia as data user (if required), having in place adequate and reasonable procedures, protection and measures and continue to keep such procedures, protections and measures in place, in order to maintain the confidentiality and prevent unauthorised use and unauthorised disclosure of any personal data which came into possession of the Merchant in the course of transacting card transactions and that it will not make any copies of the personal data or reproduce any of it in any form.

30.2 Upon the termination of this Agreement for any reason whatsoever, Merchant shall immediately cease all processing personal data which came into possession of the Merchant in the course of transacting via "Pazarme" system and will return to "Pazarme" in a format specified by "Pazarme", or destroy, as "Pazarme" may request in its discretion, all personal data processed by the Merchant.


31.1 "Pazarme" will, on a best effort basis provide an average up time of ninety-nine-point-five-percent(99.5%) per month of the "Pazarme" system provided always that there is full availability of the services of its underlying internet and telecom providers.

31.2 "Pazarme" does not guarantee and is not responsible for any minimum response time in connection with the on-line authorisation of payment from a processor (the financial institution to which "Pazarme" will route the transactions for authorisation, clearing and settlement purposes) or availability of specific payment methods.


If any provision herein is deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law or otherwise, it shall, to the extent required by such law and subject to the Agreement of "Pazarme", be severed from this Agreement and rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of this Agreement.


All prices quoted in the invoice or sale order or memo or email notice of this Agreement do not include any applicable taxes imposed by each respective country and will be charged separately unless otherwise stated. "Pazarme" shall not be liable for any other taxes or charges, including but not limited to goods and services tax, sales tax, consumption tax, withholding tax or any other tax assessed by any tax authority having competent jurisdiction , which will be paid in accordance with or in connection with the sale of the products through the Merchant website and/or mobile application or transactions generated by the customer. Merchant agrees to bear and be fully responsible for all taxes and fees in any form related to the services or products sold or the use of "Pazarme" and the payment processor gateway by Merchant, and will indemnify and ensure "Pazarme" is harmless in accordance with this.


No failure or omission by any party to perform its duties or comply with any provision or condition of this Agreement, shall give rise to any claim against such party or be deemed a breach of this Agreement, if such failure or omission arises from a primary source of power, such as action God, war or hostility such as war, civil commotion, riot, blockade, blockade, sabotage, strike, blockade, lack of materials or labor, delay in delivery from subcontractors or machine failure caused by Force Majeure, or any other event beyond the control of the party concerned.


35.1 Each party shall bear its own legal fees and solicitor's costs in respect of the preparation and execution of this Agreement and all ancillary documents.

35.2 The Merchant shall pay stamp duty on the original and one(1) duplicate of this Agreement. In the event of an extension or renewal of the period, stamp duty shall be borne by the dealer and the parties shall each bear the legal fees and legal costs respectively in connection with the renewal of the period.


As a sign of agreement where the parties to this Agreement are stated through proof of Invoice or Order and Proof of Payment. This Agreement does not need to be signed manually, it needs to be signed using digitally.




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