MERCHANT SERVICES TERMS AND CONDITIONS
These terms and conditions govern your use of merchant services provided by us. By signing the Merchant Registration Summary, you agree to accept payment for your goods and services through our merchant services upon these terms and conditions. These Merchant Terms of Conditions is made on the date set out in the wanna Merchant Registration Summary (hereinafter “Effective Date”)
If you use our merchant services, you are deemed to have agreed to these terms and conditions. Reference to these terms and conditions shall mean the terms and conditions in the Merchant Registration Summary, this Merchant Services Terms and Conditions and the relevant Appendices. If you do not agree to these terms and conditions, please notify us immediately and return all our materials to us and do not use our merchant services or submit charges to us for us to collect on your behalf.
- Unless expressly indicated otherwise, all references to a number of days mean working calendar days and the words ‘monthly’ or ‘monthly’ and all references to a number of months shall refer to calendar months.
Words used in these terms and conditions have the following meanings:-
“Approval Code” means the authorization code given by wanna as a pre-condition for Payment Channels Transaction and for wanna to make payment to the Merchant. The issuance of the Approval Code however does not guarantee payment by wanna.
“wanna”, “our” or “us” means wannaPay Sdn. Bhd. (Company Registration No. 201701021729 [1235895-M]) and its affiliates.
“Business Day” means a day (excluding Saturdays, Sundays, national public holidays and state public holidays) in the state of Kuala Lumpur, Malaysia.
“Calendar Day” means a day in the Gregorian calendar.
“wannaPay” means wanna’s virtual wallet in the form of a mobile device application used similarly to a real wallet to allow its registered users to purchase products and services using preloaded money or stored on the Card in the wallet.
“wannaPay Account” means an account allocated to wannaPay User upon completion of registration at wanna’s software application on a mobile device. Each wannaPay Account is for payment and collection between wanna and the applicable wannaPay User.
“wannaPay Payment Service” means enablement of the wannaPay payment service to the Merchant for the purpose of accepting payment from wannaPay Users for wannaPay Transactions.
“wannaTalk” means chatting services and resides in the wanna Platform.
“Iwanna” means a collection of services and resides in wanna Platform.
“wannaFood” means on-demand services in Iwanna and resides in the wanna Platform.
“wanna Platform” means the payment processing system developed by the wanna in which a wannaPay software application operates or resides.
“wannaPay Transaction” means any payment transaction effected or to be effected through the wanna Platform with the Merchant and includes payments made to the Merchant from the wannaPay User’s wannaPay Account;
“wannaPay User” or “Buyer” means an individual end-user who has a wannaPay Account.
“Fee” means any fee agreed to be payable by the Merchant to wanna.
“Merchant”, “Seller”, “you” or “your” means the person or entity who has applied for the use of the wanna’s merchant services.
“Merchant’s Designated Account” means the bank account nominated by the Merchant into which wanna may make payments by way of direct credit.
“Merchant Discount Rate” means the fee to be paid by the Merchant to wanna at the agreed rate based on the percentage of the transaction amount processed by wanna.
“Merchant’s Website” means the website or the webpage of the Merchant notified to wanna and consented to by wanna.
“Payment Channels” means the payment channels referred to in Clause 2.1(a) to (c) below.
“Payment Channels Transaction” means any payment transaction effected or to be effected to the Merchant through any of the Payment Channels.
“Payment Instructions” means any instruction given to the Merchant by a wannaPay User, whether contained in an electronic order form or otherwise or to debit his wannaPay Account for payments due and payable to the Merchant.
“QR Code Transaction” means any Payment Channels Transaction effected using QR Codes.
“QR Code (Dynamic)” refers to a unique and changeable code produced by the Merchant which has the Merchant’s account details and transaction information (including the amount payable) embedded within the code. QR Codes (Dynamic) can only be scanned once. The wannaPay User does not need to enter the amount when making payments using QR Codes (Dynamic).
“QR Code (Static)” refers to a fixed and unchangeable code provided by wanna to the Merchant which ONLY has the Merchant’s account details embedded within the code. QR Codes (Static) can be scanned repeatedly. The wannaPay User is required to enter the amount payable when making payments using QR Codes (Static).
“QR Codes” refers to Quick Response Code, a type of matrix barcode (or two-dimensional barcode) that contains information about an item to which it is attached. There are 2 types of QR codes i.e. QR Code (Static) and/or QR Code (Dynamic).
- PAYMENT CHANNELS AND PROGRAMS/SERVICES
- Where the Payment Channels are by way of:-
- Terminals, the terms and conditions contained in Appendix A shall also apply; and
- Payments processed through the Merchant’s Website, the terms and conditions contained in Appendix B shall also apply; and
- Payments processed through wannaP2P store in wanna’s App, the terms and conditions contained in Appendix C shall also apply; and
- Payments processed through wannaFood in wanna’s App, the terms and conditions contained in Appendix D shall also apply.
- The Appendices referred to in Clauses 2.1 above are collectively referred to as the “Appendices”. If there is any inconsistency between this Terms and Conditions and the terms and conditions in the Appendices, the terms and conditions contained in the Appendices shall prevail in so far as it relates to the relevant Payment Channels or Programs/Services unless expressly stated otherwise in this Terms and Conditions.
- Unless otherwise agreed, monies due to the Merchant may be paid by way of direct credit to the Merchant’s Designated Account. The Merchant shall not change or close the Merchant’s Designated Account without wanna’s prior written consent. If the Merchant’s Designated Account is changed or closed by the Merchant without wanna’s prior written consent or where the Merchant’s Designated Account is closed for any reasons whatsoever in accordance with the terms and conditions governing the Merchant’s Designated Account, wanna may terminate the availability/use of the Payment Channels and/or Programs/Services by giving written notice to the Merchant.
- MERCHANT DISCOUNT RATE/FEES AND OTHER SUMS OF MONEY (IF ANY) OWED
- The Merchant shall pay the Merchant Discount Rate and/or a Fee on transactions at the rate notified by wanna and agreed to by the Merchant from time to time.
- wanna is expressly authorised to deduct the relevant Merchant Discount, Fee and/or other sums of money (if any) owed to it, arising from the merchant services, from the Merchant’s sales proceeds before paying over monies which are due to the Merchant.
- If any wannaPay User disputes the validity of any transaction or if any transaction is invalid or if the Merchant breaches any of its warranties, representations or obligations or if wanna is otherwise allowed by law notwithstanding anything contained in the Appendices, wanna may by giving notice to the Merchant:-
- refuse payment to the Merchant for the amount of such transaction; and
- where payment has been made by wanna to the Merchant, deduct such payment from any of the Merchant’s sales proceeds and/or raise a debit against the Merchant for the amount of such transaction and debit or cause to be debited the same from the Merchant’s Designated Account.
Authorisation of any transaction does not guarantee payment by wanna.
- REFUNDS AND REBATES FOR CERTAIN TRANSACTIONS
- If the Merchant wants to make any refund or grant any rebate in respect of any Payment Channels Transaction and/or in respect of the Programs/Services, the Merchant shall credit the refund or rebates to the relevant account from which the payment originated. The Merchant MUST NOT make any cash refund to the wannaPay User. If wanna suffers any loss due to the Merchant’s breach of this term, the Merchant shall pay to wanna the amount of the cash refund or rebate.
- STATEMENT OF ACCOUNT
- The statement of accounts incorporating details of the Payment Channels Transactions and under the Programs/Services will be made available to the Merchant for retrieval on a web portal specified by wanna. Such statement of accounts shall be treated as an invoice for the Merchant Discount Rate and/or Fee and other sums charged by wanna.
- The statement of accounts that are posted on the web portal is deemed retrieved by the Merchant on the date it is posted onto the said portal.
- Any dispute by the Merchant as to the correctness of the statement shall be notified in writing by the Merchant to wanna within fourteen (14) Calendar Days from the date of retrieval or receipt or deemed retrieval or receipt. TAKE NOTICE THAT IF THE MERCHANT DOES NOT WITHIN THE AFORESAID FOURTEEN (14) CALENDAR DAYS DISPUTE THE CORRECTNESS OF THE STATEMENT AND NOTIFY WANNA IN WRITING OF ANY ERROR, DISCREPANCY OR INACCURACY OF ANY ENTRY THE MERCHANT IS DEEMED TO HAVE ACCEPTED THE ENTRIES IN THE STATEMENT AS CORRECT (INCLUDING ANY INDEBTEDNESS) AND FINAL AND CONCLUSIVE EVIDENCE AS AGAINST THE MERCHANT AND BINDING ON THE MERCHANT AND THE MERCHANT MAY NOT BE ALLOWED TO CLAIM THAT THE STATEMENT CONTAINS ANY ERROR, DISCREPANCY OR INACCURACY.
- All fees and charges payable by the Merchant are stated exclusive of goods and services tax, service tax, value added tax or similar tax which may be imposed. wanna may deduct such taxes from the Merchant’s sales proceeds.
- DISPUTE RESOLUTION AND PRODUCTION OF RECORDS
- To resolve disputes or to address complaints arising from any Payment Channels Transaction and/or Programs/Services, the Merchant must provide wanna with the original copy or photocopies or printouts (as required by wanna) of the Payment Instructions, Credit Slips/Sales Slip/Terminal Slip, statements, bills or invoices, sales or other information or records of the Merchant within seven (7) Calendar Days from wanna’s written request. All Payment Channels Transaction and Programs/Services records must be retained for at least two (2) years from the relevant transaction and the Merchant must comply with the dispute resolution processes of wanna.
- Either Party may terminate the availability/use of all or any of the Payment Channels and/or Programs/Services individually without affecting any of the other Payment Channels and Programs/Services for convenience without cause by giving written notice to the other of at least thirty (30) Calendar Days before the intended date of termination. Additionally, wanna may also immediately terminate the availability/use of all or any of the Payment Channels and/or Programs/Services by giving written notice to the Merchant if:-
- the Merchant breaches any of these terms and conditions and does not remedy the breach within ten (10) Calendar Days after it is notified of the breach;
- wanna has reasonable grounds to suspect that the Merchant is involved in terrorism financing or business or business transactions and/or where monies are received from unlawful activities in breach of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLATFA”);
- wanna has reasonable grounds to believe that the Merchant accepted payment for a transaction even though it knew or ought to have known or had reasons to suspect or that it was a fraudulent or improper transaction;
- the Merchant has taken steps to enter or receives an order for any voluntary arrangement, judicial management, scheme of compromise, arrangement, reorganization or composition with or for the benefit of its creditors or allows any judgement against it to remain unsatisfied for a period of fourteen (14) Calendar Days or has any distress or execution or other process of court of competent jurisdiction levied upon or issued against its property or assets and it is not satisfied by the Merchant within seven (7) Calendar Days from the date of such issuance of the distress or execution or other process, as the case may be;
- the Merchant being a limited company, goes into liquidation (except a voluntary liquidation for the purpose of amalgamation or reconstruction on terms previously approved in writing by wanna) or threatens or passes a resolution to wind-up or is in jeopardy of becoming subject to any form of insolvency proceedings. In the case of the Merchant being a proprietorship or partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving or where proceedings are commenced or a resolution is passed for the bankruptcy, winding up or dissolution of the Merchant or proceedings are commenced for the judicial management of the Merchant or a nominee, trustee, supervisor, manager, judicial manager, administrator, receiver, receiver and manager liquidator or similar officer is appointed over the Merchant or any of its assets or any part thereof of a meeting, whether formal or informal being called by the Merchant’s creditors or any of them, or where the Merchant commits any act of bankruptcy;
- the Merchant ceases or threatens to cease to carry on its business;
- the Merchant defaults on any account or accounts or facilities it has with wanna or any other financial institution;
- the Merchant retires, goes insane or dies (if he is an individual) or there is a change in the principals of the Merchant or their major or controlling shareholders or partners (if it is a corporate or business entity);
- wanna have reasonable grounds to believe that the Merchant or any of its officers, employees and/or agents is involved in any irregularity or fraud or is suspected of irregularity or fraud by wanna with regard to any Payment Channels Transaction and/or Programs/Services;
- any information or any documents provided by the Merchant to wanna is incorrect or misleading or inaccurate;
- required by law; a material adverse change in the business, financial condition, business procedures, products or service including if one party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of its creditor(s), permits the appointment of a receiver or a receiver and manager for its business or assets, or becomes subject to any legal proceedings relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course any change in control or ownership of major shareholders of wanna or the Merchant or its holding company; upon the occurrence of a Force Majeure event of this Terms and Conditions which continues for a period of thirty (30) days.
- if the other party fails to comply with, obtain or maintain any necessary authorizations, licenses or registrations or approval from the relevant Authorities for the performance of its obligation hereunder;
- wanna may vary or amend this Terms and Conditions or immediately terminate this Terms and Conditions by way of notice to the Merchant in the event of any non-compliance of such other guidelines or pursuant to any directives issued by Bank Negara Malaysia, or
- if Bank Negara Malaysia should make any order, do any act or impose any requirements including, but not limited to, requiring wanna to terminate or review all or any part of this Terms and Conditions, the Parties hereby agree that they shall use their best endeavours to cooperate with each other to give effect to such order, act, or requirements, and if wanna may at its sole and absolute discretion, limit, block, suspend or terminate the Merchant or suspend the Payment Channels or Programs/Services carried on by the Merchant if it detects any unusual, irregular, suspicious, fraudulent or unauthorized activity in respect to the Payment Channels or Programs/Services; or
- wanna shall have the right to withdraw at its absolute discretion, all or any of the services provided by wanna, at any time with or without notice and without assigning any reasons for it, and in such circumstances, wanna reserves the right to suspend or terminate if it so deems fit the use of wanna’s e-Wallet by the Merchant or account notwithstanding that wanna may have waived its rights on some previous occasions required by Bank Negara Malaysia to terminate this Terms and Conditions, wanna shall have the right to so terminate.
- Termination for Cause – Either party may terminate this Terms and Conditions by giving the defaulting Party thirty (30) Calendar Days (“Cure Period”) prior written notice to remedy the default or breach, failing which this Terms and Conditions shall automatically be terminated at the end of the Cure Period and the non-defaulting party shall be entitled to the remedies under this Terms and Conditions, at law or in equity against the defaulting party in the event of any of the following:
- breach of any terms of this Terms and Conditions;
- there is an attempt by the Merchant to assign, delegate or otherwise transfer this Terms and Conditions or any of its rights or obligations hereunder without the prior written consent of wanna.
- Termination for Convenience – wanna may terminate this Terms and Conditions, in whole or in part by providing at least forty-five (45) Calendar Days prior written notice of termination to the Merchant.
- The termination of the availability of all or any of the Payment Channels and/or Programs/Services does not affect any rights, obligations and liabilities of either Party which arose before the termination and wanna’s rights to perform chargeback provisions shall survive such termination. wanna will not carry out any payment transactions submitted to wanna after the effective date of the termination or suspension.
- Upon termination of the availability of the Payment Channels and/or Programs/Services:
- all sums owing by the Merchant to wanna relating to that Payment Channel and/or Program/Service shall become immediately due and payable. The Merchant shall at its own costs and expense immediately return to wanna all items relating to that Payment Channel and/or Program/Service provided by wanna in good working order and condition.
- the Merchant shall cease to offer the Payment Channels or Programs/Services; the Merchant shall immediately render a full accounting to wanna for the purposes of settlement of the Payment Channels and/or Programs/Services and will remain liable and shall remit to wanna all fees owed to wanna hereunder relating to the Payment Channels and/or Programs/Services transactions;
- Both Parties shall immediately cease to use of the other Party’s Marks and remove (or failing which, permit the other party to remove) from its premises stationery and other assets all signs, displays or other materials containing the other Party’s Marks;
- the Merchant shall stop holding itself out as providing the Payment Channels and/or Programs/Services;
- the Merchant shall immediately return or destroy at wanna’s instruction all Confidential Information howsoever stored tangible or otherwise;
- return to wanna any items which wanna has provided to the Merchant and shall promptly delete Confidential Information from any mobile device, computer memory or other storage media on which it was stored;
- the Merchant shall refer all calls by wannaPay Users and potential consumers for the Payment Channels and/or Programs/Services to telephone numbers and locations specified by wanna and will not divert any such calls by wannaPay Users and potential consumer or refer any inquiry to a person offering similar payment services as Payment Channels and/or Programs/Services;
- the Merchant shall forthwith return to wanna all promotional brochure, pamphlets, catalogues, advertising material specifications and other material documents and papers whatsoever sent to the Merchant and including any documentation which contains or refer to any Confidential Information relating to wanna, the Payment Channels and/or Programs/Services, wannaPay Users or bearing any name, trademark or logo of wanna or the wannaPay (other than correspondence by wanna and the Merchant) which the Merchant may have in its possession or under its control;
- the Parties shall remove, uninstall and/or decommission any integration or interface systems, mobile applications or components which may have been established for the Payment Channels and/or Programs/Services pursuant to this Terms and Conditions;
- the termination of this Terms and Conditions for any reason whatsoever shall not release any party from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination, nor preclude either party from pursuing any rights and remedies it may have hereunder in law which accrued or is based on any event occurring prior to such termination;
- wanna shall not be liable or obliged to pay the Merchant any termination fee.
- Wanna’s rights and Merchant’s obligations in Clauses 4, 13, 16, 17 and 20 shall survive the termination of use of all or any of the Payment Channels and/or Programs/Services.
- SUSPENSION NOTICE
- If the Merchant fails to provide to wanna any requested information or documents reasonably required by wanna within seven (7) Business Days from wanna’s request, or if wanna has reasonable grounds to suspect that the Merchant has breached or intends to breach any of these terms and conditions or suspicious or abnormal settlement transactions are detected or due to regulatory reasons, wanna may (without terminating the availability of the Payment Channels and/or Programs/Services) immediately suspend the operation of all or any of the Payment Channels and/or Programs/Services individually without affecting any of the other Payment Channels and Programs/Services by service of notice on the Merchant (“Suspension Notice”). If the Suspension Notice is not revoked by wanna within seven (7) Business Days or such other extended period as wanna may permit from the date of the issuance of the Suspension Notice, wanna may immediately terminate the Payment Channel and/or Program/Service that was suspended by giving the Merchant notice of the termination. wanna will not be liable to the Merchant for any loss suffered by the Merchant for the suspension and/or the suspension and termination of the Payment Channel and/or Program/Service as aforesaid.
- wanna also reserves the right to serve the Suspension Notice referred to in Clause 10.1 on the Merchant if the Merchant fails to provide to wanna within ninety (90) Calendar Days any requested PCI-DSS related document to ensure the Merchant is in compliance with the PCI-DSS and within fourteen (14) Calendar Days from wanna’s request for any other relevant PCI-DSS renewal documents.
- CONFIDENTIALITY AND RIGHT OF DISCLOSURE OF INFORMATION
- Confidentiality means any data or information (whether marked “Confidential” or otherwise), in whatever medium including, without prejudice to the generality of the foregoing, all information, financial, statistical, business, commercial or personnel data, business plans, commercial terms, business relationships of the party concerned and respective documents in connection therewith, samples, documents, technical data and know-how, including, but not limited to, that which relates to research, products, services, markets, intellectual property rights, all data concerning the information technology system and operations, program development and configuration, software developments, software programs, photographic, inventions, processes, designs, drawings, engineering, marketing, media and advertising strategies, technical, operations or systems, finances, customer database, customer information/details/lists, any data or information relating to operations and businesses of the Parties related corporations, Affiliates, associated companies and their businesses and any other information, which is provided by the one party to the other in written, printed, electronic or other tangible form, or if given orally or visually, is summarized in writing, relating to the dealings between the parties, the business affairs and products and services of either party, (as the case may be).
- Both Parties shall limit the dissemination of the Confidential Information received from the other to its directors, shareholders, employees and Affiliates (“Representatives”) who have a need to receive such information for the purpose of carrying out its obligations under this Terms and Conditions or to comply with any law or regulation applicable to it on a “need to know” basis. The Parties and/or their respective Parties Representatives will treat as strictly confidential all Confidential Information that is provided in connection with this Terms and Conditions. Both Parties will not disclose or duplicate Confidential Information of the other to anyone not having a need to know in connection with the performance of this Terms and Conditions and will not use the Confidential Information except in connection with the performance of this Terms and Conditions or to comply with any law or regulation applicable to it. Both Parties will take the necessary steps needed to ensure that its Representatives preserve the confidential obligations hereunder.
- The Merchant shall keep all information relating to the merchant services confidential and shall not disclose the same to any other person without the PRIOR written consent of wanna. Confidential information subject to the restriction includes customers and/or wannaPay Users information and transaction information, information received from wanna that is not publicly available including, without limitation, Merchant Discount Rate and Fees payable by the Merchant. The Merchant shall also not store, copy, or reproduce in any form any data containing wannaPay Users’ information. The Merchant shall ensure that its personnel, directors and officers who have access to such information shall comply with the provisions of this term.
- If the Merchant is required by law to disclose any confidential information, the Merchant shall promptly notify wanna of the requirement to allow (but not oblige) wanna a reasonable opportunity to obtain a protective order to protect the interests of wanna.
- The Merchant agrees and authorises wanna to disclose any information related to the Merchant and the Merchant’s affairs and/or any accounts maintained by the Merchant with wanna, to facilitate any Payment Channels Transaction and/or Programs/Services and/or for purposes of chargeback under Clause 4 and/or towards the recovery of any moneys due and owing from the Merchant to wanna and/or for facilitating business, operations, facilities and services of or granted or provided by wanna and/or the Group Companies, to the following persons:-
- the Credit Bureau established by Bank Negara Malaysia and other relevant authorities to whom wanna is required to make disclosures or have jurisdiction over wanna;
- any of wanna’s agents, sub-contractors, service providers, auditors, legal counsel, professional advisors, in or outside Malaysia; and/or
- entities within the group of wanna, wanna’s ultimate holding company (“Group Companies”) whether such Group Companies are residing, situated, carrying on business, incorporated or constituted within or outside Malaysia.
- wanna may also disclose any information relating to the Merchant, the Merchant’s affairs and/or any accounts maintained by the Merchant with wanna to:
- any third parties making enquiries with a view to entering into prospective transactions with wanna;
- any potential transferee or assignee with whom wanna is negotiating the transfer, assignment and novation of the rights or obligations under these terms and conditions; and/or
- any company and/or organisation that assist or facilitate the processing and/or fulfilment of transactions or instructions that the Merchant requested and/or given to wanna.
- The Parties shall, in respect of the Confidential Information, apply the same degree of care, but no less than a reasonable degree of care, as it applies with respect to its own confidential information of like importance, and shall also act as follows:
- shall receive and hold strictly in confidence any or all Confidential Information disclosed by the other party and ensure all reasonable security precautions and necessary arrangements in the safekeeping of the Confidential Information are applied and not to disclose the Confidential Information to any other person or third party unless otherwise mandated by law or judicial order of a court of competent jurisdiction, or except as provided hereinafter;
- shall not disclose or use any of the Confidential Information in any other way or for any other purpose than for the purposes as contemplated under this Terms and Conditions;
- shall make the Confidential Information available only to its Representatives who have a need to know such information being directly involved in the implementation of the obligations under this Terms and Conditions and whom shall abide by the confidentiality obligations of this Terms and Conditions;
- shall not disclose to any other parties the obligations under this Terms and Conditions or of any of the terms, conditions, facts or status relating to the said Terms and Conditions or the business relationship hereunder, without the prior consent of the other party, unless otherwise required by law, regulation of legal process;
- to promptly destroy or return all samples, documents and other instruments furnished hereunder and containing Confidential Information upon either Parties request, save and except the retention of any document as required by law, rule, regulation, any judicial, governmental, supervisory or regulatory body;
- to treat all Confidential Information as confidential and secret, regardless of when and how it is disclosed or obtained and the form in which it is disclosed or obtained; and be liable for any
- loss, theft or inadvertent disclosure of Confidential Information;
- and unauthorized disclosure of Confidential Information by persons, including but not limited to, present and former employees to whom the Parties has the right to disclose Confidential Information under this Terms and Conditions;
- PROVIDED ALWAYS that the receiving party shall not be liable for such inadvertent or unauthorized disclosure if it has used the same degree of care in safeguarding such Confidential Information as it uses for its own confidential information, but not less than a reasonable degree of care and UPON becoming aware of such inadvertent or unauthorized disclosure, notifies the disclosing party and has taken reasonable measures to mitigate the effects of such disclosures and to prevent any further disclosures; and
- notify the disclosing party promptly in writing of any misuse or misappropriation of Confidential Information of which may come to the attention of the receiving party;
- to promptly notify the disclosing party in advance of any disclosure of Confidential Information if required by law or where the receiving party has reason to believe that there has been a breach of the terms and conditions of this Terms and Conditions; and
- if there is any uncertainty as to whether any information is confidential, that information must be treated as Confidential Information unless notified in writing to the contrary.
- Disclosure by wanna to Group Companies may also be for cross-selling and other purposes of wanna and/or the Group Companies provided always that disclosure for cross-selling purposes shall not be effected if such disclosure is objected to by the Merchant by contacting wanna at the following telephone number or address (which may be changed by wanna from time to time by notice to the Merchant): wannaPay Sdn Bhd Wisma Revenue, Business Park, Kepong, 51200, 12, Jalan Udang Harimau 2, 51200 Kuala Lumpur, Federal Territory of Kuala Lumpur; Customer Care: +603-92123388, e-mail: email@example.com.
- MERCHANT’S UNDERTAKINGS
- The Merchant undertakes to:-
- ensure that its business, activities, products and services do not contravene any laws;
- comply with all provisions of this Terms and Conditions, operating processes and procedures set by wanna for the Payment Channels and/or Programs/Services, all applicable laws, including representations and warranties and the provision governing AMLA;
- not and shall ensure that its employees do not tamper, hack, modify, corrupt or otherwise attempt any of the foregoing in connection with the security or functionality of the Payment Channels and/or Programs/Services and its underlying platform, applications or systems;
- not use the Payment Channels and/or Programs/Services in such a manner as may adversely affect the reputation of wanna or its Affiliates in any way whatsoever;
- not sell or accept payment for goods and services which are prohibited or restricted or likely be prohibited or restricted under applicable laws, rules and regulations or which violates wanna’s internal policy including such goods and services that is notified in writing to the Merchant from time to time;
- comply with its contract with wannaPay User including but not limited to the nature, quality and delivery of goods and services contracted to be sold and supplied;
- not discriminate against any wannaPay Users wanting to make buy goods and/or services using the wannaPay;
- not impose any surcharge or price increase on any wannaPay User and/or customer who wants to use the Payment Channels and/or Programs/Services to purchase goods and/or service, but the Merchant may give discounts to any person who elects to pay cash for purchases of goods and/or services;
- ensure that all of the Merchant’s representations and/or advertisements relating to the merchandise and/or services offered by the Merchant are not illegal, do not damage wanna’s, reputation and the Merchant must not represent that wanna provides any warranties or representations for any of the goods and services sold or supplied by the Merchant;
- be solely responsible for resolving all disputes which may arise with the wannaPay User amicably and promptly without involving wanna in any way;
- provide wanna with a list containing the names and addresses of all its locations where the Payment Channels and/or Programs/Services are used and to provide an updated list within seven (7) days from the date changes are made;
- prominently display at its premises wanna’s Payment Channels or Programs/Services and other marketing materials supplied by wanna and promote the use of the Payment Channels or Programs/Services to its customers;
- submit any inquiries pertaining to the Payment Channels and/or Programs/Services requiring wanna’s input so as to enable wanna to attend to the same effects and without delay;
- the Merchant agrees to comply with the security requirements for the Payment Channels or Programs/Services as specified by wanna from time to time;
- the Merchant undertakes to ensure adequate security to prevent unauthorized access to its mobile device, which is used in providing the Payment Channels and/or Programs/Services.
- the Merchant shall ensure that confidentiality, integrity and security of any data transmitted within and stored in the system are protected against non-authorized disclosure at all times.
- RESTRICTION AGAINST CESSATION OF SUPPLY OF UTILITIES
- If the Merchant supplies utilities such as telecommunication services, internet, water, electricity, gas, or is a statutory body collecting quit rent or assessment and wannaPay User has settled payment for such utilities or quit rent or assessment through any of the Payment Channels but such Payment Channels Transaction for whatever reasons fails, the Merchant shall not cease the supply of the utilities or enforce its statutory rights for such non-payment until the expiry of forty-five (45) Calendar Days after the Merchant has first given written notice of such failure of the transaction to wanna.
- EXCLUSION AND LIMITATION OF LIABILITY
- wanna shall not be responsible or held liable in any way whatsoever to the Merchant for any loss, damage, injury, inconvenience or embarrassment suffered by the Merchant for any acts of wanna performed in relation to the provision of services relating to the Payment Channels and/or Programs/Services including not making available the Payment Channels and/or Programs/Services for extended periods of time unless caused by the wilful default and/or gross negligence of wanna.
- wanna’s sole and entire liability to the Merchant in contract and tort is limited to the amount of the transaction giving rise to the claim or the actual direct damages sustained by the Merchant, whichever is lower and wanna will not be liable for any exemplary or punitive damages, indirect, consequential loss or damage, loss of profit or pure economic loss.
- The Merchant agrees to indemnify wanna on a full indemnity basis against all claims, liabilities, penalties, expenses, costs, loss or damage of whatever nature (including legal costs on a full indemnity basis incurred by wanna) suffered or incurred by wanna arising directly or indirectly from any breach of these terms and conditions by, or from any act or omission of, the Merchant or its servants, agents, employees or contractors.
- The failure of either party to exercise any right shall not be construed to be a waiver unless agreed upon in writing. A waiver in any one instance shall not constitute an amendment to this Terms and Conditions or indicate any continuing waiver of such right(s) on any other occasion.
- wanna may amend these terms and conditions (“Amendment”) by giving the Merchant at least twenty-one (21) days prior notice (“Notification”) before the Amendment takes effect. If the Merchant does not agree to the Amendment, the Merchant shall immediately notify wanna and the Merchant is deemed to have terminated its use of the Payment Channels and its participation in the Programs/Services. If the Merchant continues to use Payment Channels and/or Programs/Services after the Amendment takes effect, the Merchant shall be bound by the Amendment.
- LATE PAYMENT INTEREST
- In addition to wanna’s other rights and remedies, wanna may charge the Merchant interest on overdue amounts at such rates that have been notified to and agreed by the Merchant from time to time by the Merchant’s continued use of wanna’s merchant services. Interest is payable from the due date or date of demand (as the case may be) until the date of payment in full.
- COMMUNICATION, NOTICES AND SERVICE OF PROCESS
- wanna may send notices to the Merchant in any of the following ways:-
- personal delivery or courier or post by ordinary or registered post to the Merchant’s address in wanna’s records and the notice is deemed served, if served:-
- by personal delivery or courier, upon delivery thereof;
- by ordinary or registered post, seven (7) Calendar Days after the date of posting; and/or
- posting the notice on web Portal with wanna and the notice is deemed served immediately after the posting; and/or
- posting the notice in the Statement of Account and the notice is deemed served when the Statement of Account is deemed retrieved or received under Clause 6.2; and/or
- posting the notice on wanna’s website and the notice is deemed served immediately after the posting; and/or
- by contacting and/or notifying the Merchant by telephone (at the Merchant’s telephone number in wanna records) of the notice and the notice shall be deemed served immediately after the telephone call; and/or
- by sending the notice to the Merchant’s e-mail address or mobile phone number by short messaging system (SMS) or voice mail (to the Merchant’s email address or mobile telephone number in wanna records), and the notice shall be deemed served upon completion of the transmission.
- Any notice dispatched by the Merchant to wanna shall not be deemed to have been received unless it is actually received by wanna.
- wanna may (but is not obliged to) act on any instructions from the Merchant’s officers, employees or agents, (whether orally or in writing) and to assume that these persons have been authorized by the Merchant to give the instructions.
- wanna may serve any legal process on the Merchant by ordinary or registered post to the Merchant’s address provided to wanna and such legal process is deemed served on the seventh (7th) Calendar Day (inclusive of the day of posting) from the date the legal process is posted even though the same is returned undelivered.
- The Merchant’s failure or delay in notifying wanna of any change of its address, e-mail address or mobile phone number resulting in the delay or failure of delivery of any notice, correspondence or legal process shall not prejudice wanna’s rights.
- wanna may at its own costs and expense assign all its rights and benefits to any person it deems fit but the Merchant shall not do so without the prior written approval of wanna.
- MARKETING AND PROMOTIONAL MATERIALS
- The Merchant shall publish and display marketing and promotional materials to inform the public of the Payment Channels and/or Programs/Services available or as otherwise reasonably directed by wanna.
- wanna may include or withdraw the Merchant’s name in any directory or promotional material for the purposes of marketing the goods and/or services connected with the Payment Channels and/or Programs/Services.
- The Merchant shall not use any logo, name and/or emblem of wanna unless it has obtained the prior written approval of wanna. Any consent shall be subject to guidelines prescribed by wanna. The consent may be withdrawn, and all material must be removed upon wanna’s request. The Merchant must not make any statement or do anything that may damage the reputation or value of any of wanna’s trademarks, logos, names and other intellectual property rights owned by or licensed to wanna.
- The Merchant shall use its best efforts to promote the use of the Payment Channels and/or Programs/Services and upon being notified by wanna of any promotion, the Merchant must try to participate in the promotional activities upon terms agreed upon with wanna.
- wanna hereby warrants and represents that wanna is the owner of the ” wanna ” brand name. All marks used in connection with the Payment Channels or Programs/Services are collectively referred to as the “wanna Marks”. wanna hereby grants to the Merchant a non-exclusive, non-transferable, limited licence to use the wanna Marks solely in connection with the utilization of the Payment Channels and/or Programs/Services by the Merchant.
- The Merchant agrees to use the wanna Marks only in the form and manner approved in writing by wanna or its Affiliates as the case may be and further agree to comply with any instructions or guidelines issued to it by wanna to ensure the proper protection of wanna’s proprietary or other interest in the said wanna Marks under the laws of Malaysia.
- The Merchant further agrees that neither this licence nor the Merchant’s use of the wanna Marks shall convey to the Merchant any right, title or interest in them or affect in any way wanna’s exclusive rights thereof.
- The Merchant shall fully indemnify wanna and/or its Affiliates from and against all demands, claims, actions, proceedings, damages, losses, liability, claims, costs and expenses of whatsoever nature (including without limitation legal expenses on a solicitor and client basis) and any claims of any wannaPay Holder or third-party from or in any way attributed to any default, neglect, or act and/or omission by the Merchant or its employees or agents, which is inconsistent with wanna’s or its Affiliates’ Intellectual Property Rights to the wanna Marks.
- The Merchant hereby grants to wanna and its Affiliates the non-exclusive licence to use its trademark solely in connection with the distribution, sale and/or marketing of the Payment Channels and/or Programs/Services.
- INTELLECTUAL PROPERTY RIGHTS
- Each party shall retain all rights, title and interest to its own Confidential Information and Intellectual Property Rights. The Merchant may use the Intellectual Property Rights relating to Payment Channels and/or Programs/Services including the mobile applications and any literature supplied by wanna in connection with them only as expressly authorized by wanna and must comply with wanna’s instructions relating to the form and context in which the Intellectual Property Rights and literature are used. The Merchant acknowledges that:
- it has no rights in or to wanna’s and/or its Affiliates’ Intellectual Property Rights and that it shall use such Intellectual Property Rights only during the term of this Terms and Conditions on the terms set forth herein;
- it must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property Rights might be diminished or jeopardized;
- it must not hack, reverse engineer, misuse or in any way tamper with the mobile application and underlying codes, platform or system in connection with the wannaPay;
- and it must inform wanna immediately of any infringement or apparent or threatened infringement of wanna’s and/or its Affiliates’ Intellectual Property Rights and of any passing off of any such Intellectual Property Rights of which it may become aware.
- It must on request assist wanna to deal with such infringements. Each party hereby agrees to indemnify and keep indemnified the other Party (and its Affiliates where applicable) against any loss, cost, expenses, demands, liabilities or damage, whether direct or indirect, for any infringement of the other Party’s Intellectual Property Rights arising out of or incidental to the performance or its breach of any provisions of this Terms and Conditions.
- The indemnity referred to hereinabove shall be granted whether or not legal proceedings are or have been instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
- Each party shall notify the other party as soon as practicable of any infringement, suspected infringement or such alleged infringement of the Intellectual Property Rights of any third party.
- Without prejudice to the Intellectual Property Rights owner to defend a claim alleging such infringement, the other party shall, upon the request of the Intellectual Property Right owner and at the other party’s expense, conduct the defence of such a claim by a third party which alleges the infringement of the said Intellectual Property Rights.
- The other party shall observe and adhere to the Intellectual Property Rights owner’s directions relating in any way to that defence or to negotiations for settlement of the claim or legal proceedings.
- All losses, costs, expenses, demands, liabilities or damage incurred or suffered by the Intellectual Property Rights owner as a result of the infringement of the said Intellectual Property Rights by the other party shall be reimbursed by the other party within fourteen (14) days of receipt of the Intellectual Property Rights owner’s written demand for the same.
- FORCE MAJEURE
- Neither party shall be liable for failure to perform solely caused by force majeure events beyond their reasonable control. For the avoidance of doubt, force majeure events include acts of God, explosion, fire, accident, war, hostilities, invasion, acts of foreign enemies, riot, civil commotion and disorder (hereinafter referred to as “Force Majeure”). The party experiencing the Force Majeure events shall notify the other party as soon as reasonably possible, and shall cooperate in minimizing the impact of such Force Majeure.
- If such circumstances occur for a continuous period in excess of thirty (30) days, the injured party may elect to terminate this Terms and Conditions, in whole or in part upon written notice.
- In addition to all other rights and remedies under this Terms and Conditions, at law or in equity available to wanna, wanna shall have the right of set-off, the right of specific performance and the right to obtain injunctions.
- GOVERNING LAW AND JURISDICTION
These terms and conditions are governed by the laws of Malaysia no matter where the transaction takes place and the Merchant hereby irrevocably submits to the exclusive jurisdiction of the Malaysian courts.
Any and all disputes, controversies, conflicts or claims between the Parties arising out of or in relation to this Terms and Conditions or the breach, termination or invalidity thereof shall in so far as it is possible, be amicably settled by good faith negotiations between the Parties.
The Parties agree to submit to the exclusive jurisdiction of the courts in Malaysia and in the event, the Parties are unable to resolve any dispute, such dispute shall be resolved by any court of competent jurisdiction in Malaysia. Pending the outcome of the court proceedings, the Parties shall continue with their responsibilities under this Terms and Conditions which is not affected by the said dispute or difference
- LEGAL COSTS, OTHER FEES AND ADMINISTRATIVE EXPENSES
The Merchant agrees to pay wanna’s legal fees (on a solicitor and client basis) and other expenses incurred by wanna on a full indemnity basis in connection with or incidental to the merchant services and in relation to wanna’s enforcement of its rights. wanna may also charge the Merchant a reasonable service charge or administrative fee according to its customary rates (which have been approved by Bank Negara Malaysia) for services provided by wanna in relation to any Payment Channels Transaction and/or Programs/Services.
Time shall be the essence.
Each of the provisions of these terms and conditions is severable and distinct from one another and if any one or more of them or any part thereof is or becomes invalid, illegal or unenforceable the remaining provisions shall not be affected in any way.
The Merchant must allow wanna, to periodically conduct a site visits and inspections, due diligence and/or audit review of the financial and operational condition of the Merchant (during business hours) upon wanna’s written request to do so (electronic or otherwise).
The Merchant shall also allow Bank Negara Malaysia’s authorized examiner appointed under the Financial Services Act, 2013 to have access to any relevant documents and information in the possession of the Merchant relating to the Payment Channels and/or Programs/Services for the purpose of conducting the said examination. The Merchant must use its best efforts to correct practices identified by wanna or the authorized examiner as being deficient immediately upon being requested by wanna to do so.
- COMPLIANCE WITH APPLICABLE LAWS
- Each party agrees to comply with all applicable laws, rules and regulations (including but not limited to laws, rules and regulations regarding e-money, anti-money laundering and counter financing of terrorism, privacy and protection of personal data, record keeping, suspicious transaction reporting and currency controls) during the term of this Terms and Conditions.
- If either party becomes aware of any existing or proposed law, rules and regulations which could affect the Payment Channels or Programs/Services, then such party will use its best efforts to provide the other party with such details as are reasonably available to such party.
- Each party represents that all necessary approvals, consents, licenses and authorizations required to perform its respective obligations under this Terms and Conditions in connection with the provision of the Payment Channels or Programs/Services have been obtained.
- Each party further covenants that it will take all actions necessary to ensure that they remain in full force and effect throughout the term of this Terms and Conditions.
- Each party further represents that there is no restriction, covenant or obligation binding on each of them, which prohibits, prevents or limits its performance hereunder.
- The Merchant shall ensure the safe operation of Payment Channels or Programs/Services business and operate in a manner that is consistent with wanna’s business requirement in respect of the provision of Payment Channels or Programs/Services.
- COMPLIANCE PROCESS AND THE KNOW YOUR CLIENT (“KYC”) PROCEDURE
wanna shall receive and verify documentation with respect to the Merchant’s incorporation status. The nature and sufficiency of the documentation shall be specified by the Compliance Department of wanna. A due diligence process will be carried out by the Compliance Department of wanna.
The Merchant’s account will only be created after the Compliance Department at wanna approves the Merchant’s status as a Merchant and the Merchant accepts the terms of this Terms and Conditions.
wanna reserves the right to decline the Merchant’s application as Merchant or suspend, block or terminate the Merchant’s account, at any time with or without notice and without assigning any reasons if the Merchant’s incorporation status does not conform to applicable laws or if wanna suspects that the Merchant’s account has been misused or that the Merchant has acted in violation of applicable laws or in contravention of the terms and conditions of this Terms and Conditions.
The Parties shall at all times comply with the provisions of the Data Protection Laws including the Personal Data Protection Act 2010 in dealing with any personal data provided by either party to the other pursuant to this Terms and Conditions, and also the secrecy provisions of the Financial Services Act 2013.
- The Merchant expressly and irrevocably confirms that its employees performing Payment Channels or Programs/Services have no record of criminal convictions involving drugs, assaultive or combative behaviour, or theft within the last seven (7) years.
- The Merchant understands that such employees, sub-contractors and agents may be subject to criminal history investigations by wanna at wanna’s own expense.
- wanna may remove from or refuse the Merchant, its employees, subcontractors and merchant, entry and re-admission to wanna’s site, property or facility, who is, in the reasonable opinion of wanna, not conforming to these requirements or not a fit person to be allowed at wanna’s site, property or facility.
- wanna may at its discretion, search any personnel appointed by the Merchant or their vehicles or equipment upon any of wanna’s site, property or facility or upon entry to and departure from wanna’s site, property or facility.
- The Merchant shall ensure that any employees assigned to perform the Payment Channels or Programs/Services are aware of and comply with these requirements
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