23. Merchants’ DuitNow QR Terms

These Terms shall be read in addition to and together with the Terms of Service: Payments and Rewards and the agreement(s) between Merchant and GPay Network (M) Sdn Bhd for the provision and acceptance of the GrabPay Services.

DEFINITIONS

“Account” means an e-money account offered by issuers of e-money issuer and all types of banking accounts offered by banks, except for fixed deposit accounts. This shall include, but is not limited to, all types of conventional and/ or Islamic investment accounts, Islamic deposit account, current accounts, virtual internet accounts. Additionally, means all line of credit accounts tied to payment cards where transaction is made.

“Beneficiary of Fraud” means party who ultimately benefits from the unauthorised or fraudulent payment.

“Business Day” means any calendar day from Monday to Friday, except a public holiday or bank holiday in Kuala Lumpur.

“Crediting Participant” means the Company, GPay Network (M) Sdn Bhd (Company No. 201701005704 (1219869-A)) (or “GrabPay”)

“Debiting Participant” means banks and E-Money issuer participating in RPP where the User maintains account(s)

“DuitNow QR Brand” means brand, icon, logo, trademark and service mark for the DuitNow QR.

“DuitNow QR Owner & Operator” means Payments Network Malaysia Sdn. Bhd. (Company No.: 200801035403 [836743-D])

“Merchant” means the Merchant who is utilizing the DuitNow QR Service and has an account with GrabPay

“User” means individuals, companies, body corporates, businesses (including sole proprietors and partnerships), government agencies, statutory bodies, societies and other Consumers who transfers funds via DuitNow QR Service

“RPP” means Real-Time Payments Platform, a shared payment infrastructure developed and established by PayNet, which facilitates instant and interoperable payments and collections

“Unrecoverable Loss” means the portion of funds transferred and credited to the wrong party due to erroneous, mistaken, unauthorised or fraudulent payments that cannot be retrieved after Participants have exhausted the recovery of funds process.

1. Introduction

1.1        GrabPay is the Crediting Participant and Merchant is a registered Merchant under the DuitNow QR Services.

1.2        In consideration of the fees paid to the Crediting Participant, the Crediting Participant agrees to facilitate the participation of the Merchant in DuitNow QR Services in accordance with these Terms & Conditions.

1.3        By registering for DuitNow QR Services, the Merchant agrees to observe all DuitNow QR operating procedures issued by the DuitNow QR Owner & Operator which is applicable to the Merchant, as reflected in this Terms including any future revisions communicated by the Crediting Participant to the Merchant.

2. Obligations Of Merchant

2.1        If the Merchant wishes to receive funds via DuitNow QR, the Merchant:

2.1.1              Shall not impose any fees for POS Payments made by Users using DuitNow QR Service; and

2.1.2              Shall not deduct any RPP fees from the Cash Out withdrawal and ensure the User is paid in full amount.

2.2        The Merchant shall accept Payments or Cash Out that draw funds from E-Money account offered by issuers of E-Money and all types of deposit accounts offered by banks, except for fixed deposit accounts. This shall include, but is not limited to, all types of conventional and/ or Islamic investment account, Islamic deposit accounts, current accounts, virtual internet accounts and/or line of credit accounts tied to payment cards.

2.3        The Merchant must not make any warranty or representation in respect of goods or services supplied which may bind the Crediting Participant, DuitNow QR Owner & Operator, Debiting Participant, or any other Participants in the service.

2.4        The Merchant must establish and maintain a fair policy for correction of errors and facilitate recovery of funds for erroneous or mistaken payments and/or unauthorised or fraudulent payments.

2.5        The Merchant shall consent and allow the Crediting Participant to disclose its information pertaining to the payment processes as the DuitNow QR Owner & Operator may reasonably require for DuitNow QR Services.

2.6        The Merchant who has been granted a non-transferable license to use the DuitNow QR Brand shall not license or assign the said right to use to any other third party. The Merchant shall comply with the DuitNow Brand Guidelines at all times.

2.7        For the purpose of Clause 2.6 above, the Merchant will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorised usage of the DuitNow QR Brand. In the event of such breach, the Merchant sub-licensed rights of using the DuitNow QR Brand shall automatically be revoked and ceases immediately, whereupon this Agreement shall be terminated henceforth, without affecting accrued rights of parties. Upon termination, Clause 2.8 below shall apply accordingly.

2.8         This Clause 2 shall survive termination of this Terms. Termination does not affect either party’s rights accrued, and obligations incurred before termination.

3. Obligations of Crediting Participant

3.1         The Crediting Participant shall immediately credit and make funds available in the Merchant’s account, except for situations where the Merchant has specifically agreed for delayed or batched posting.

3.2        Any refunds by Crediting Participants must be made together with transaction fees to the Merchant if fees were incurred due to User’s disputes that are not caused by the Merchant. However, if the Merchant opts to partially refund overpayments to Users, the Merchant shall bear the transaction fees for executing such refund.

3.3   Crediting Participant shall implement reasonable measures to detect, mitigate, resolve and prevent actual and suspected fraudulent or unauthorised acts.

4. Recovery of Funds

4.1         The Merchant shall:

4.1.1              Assist the Crediting Participant in any investigation of erroneous or mistaken payments as stated in Clause 5 below;

4.1.2             Assist the Crediting Participant in any investigation on unauthorised or fraudulent payments as stated Clause 6 below; and

4.1.3     Effect refund(s) to the Users, Debiting Participants, as the case may be, if it is found that the Merchant is responsible for such erroneous, mistaken, unauthorised or fraudulent payment, as the case may be.

4.2                 In the event erroneous or mistaken payment is caused by the Merchant, after verification and confirmation from the Merchant with respect to such erroneous or mistaken payment, the Crediting Participant shall immediately reverse out all credits erroneously posted to the Merchant’s account regardless of whether funds have been recovered from other affected parties.

5. Erroneous or Mistaken DuitNow QR Transaction

5.1 The Crediting Participant shall inform the Merchant once the Crediting Participant receives a request to recover funds that is wrongly credited to the Merchant due to an erroneous or mistaken ppayment. The Merchant must facilitate the recovery of funds process stated in Clause 5.2 below.

5.2  Upon receiving a recovery of funds request for erroneous or mistaken payment, the Crediting Participant has the right to debit the Merchant’s account to recover funds within five (5) Business Days provided the following conditions are met:

5.2.1     If the recovery of funds request is received within ten (10) Business Days from date of the erroneous/mistaken payment:

5.2.1.1  The Crediting Participant is fully satisfied that funds were erroneously or mistakenly credited to the Merchant’s account;

5.2.1.2 The Crediting Participant has notified the  Merchant regarding the proposed debiting of Merchant’s account and the reason for the debiting; and

5.2.1.3  There is sufficient balance in the Merchant’s account to cover the recovery amount.

5.2.2   If the recovery of funds request is received between eleven (11) Business Days and seven (7) months from date of erroneous/mistaken payment;

 5.2.2.1           The Crediting Participant is fully satisfied that funds were erroneously or mistakenly credited to the Merchant’s account;

 5.2.2.2                The Crediting Participant has provided written notification to the Merchant where the erroneous/mistaken payment will be recovered through debiting the Merchant’ accounts within ten (10) Business Days of the notifications unless the Merchant provides reasonable evidence to substantiate ownership of the funds in question; and

5.2.2.3    There is sufficient balance in the Merchant’s account.

5.2.3    If recovery of funds request is received after seven (7) months from the date of erroneous or mistaken payment:

        5.2.3.1    The Crediting Participant must seek the Merchant’s prior written consent to debit the Merchant’s account to recover funds, and the Merchant must give its consent to debit its account within ten (10) Business Days of receiving the request to debit from the Credit Participant.

5.3         When the Merchant receives a request for consent from Crediting Participant as described in Clause 5.2.3.1 above, Merchant shall not unreasonably withhold consent to debit its account when there is a legitimate recovery of funds request.

6. Unauthorised or Fraudulent DuitNow QR Transaction

6.1 The Crediting Participant shall inform the Merchant once the Crediting Participant receives a request to recover funds that was credited to the Merchant due to an unauthorised or fraudulent payment. The Merchant must facilitate the recovery of funds process stated in Clause 6.2 below.

6.2         If the Merchant receives unauthorised or fraudulent payment, the Merchant shall:

6.2.1         Immediately take all practicable measures to prevent or block further misuse, unauthorised or fraudulently transferred funds for the benefit of the Beneficiary of Fraud;

6.2.2         Furnish to the Crediting Participant with information, including but not limited to the name, address, contact information and/or national identity card number/passport number to conclusively identify the Beneficiary of Fraud within seven (7) Business Days of detecting the unauthorised or fraudulent payment;

6.2.3         Take all practicable measures to the extent permitted by law to recover funds from the unintended recipient of funds including but not limited to reversing out credits, drawing on deposits or other financial guarantees that the Beneficiary of Fraud placed/ places with the Merchant, stopping delivery of goods, suspending services that the Beneficiary of Fraud has paid for, repossessing goods delivered to the Beneficiary of Fraud and/or taking legal action against the Beneficiary of Fraud; and

6.2.4           Immediately provide such information required in Clause 6.6.2 below to the Crediting Participant to facilitate the Debiting Participant’s investigation.

6.3          In the event that a Crediting Participant receives a payment request from a Merchant which the Crediting Participant believes to be an unauthorised or fraudulent payment, the Crediting Participant shall do the following (upon becoming aware of the suspected unauthorised payment/fraud):

6.3.1          The Crediting Participant shall conduct investigation to determine:

1. 1. whether the Merchant is implicated in the unauthorised payment/fraud; or
   2. whether there is sufficient grounds to conclude that the Merchant is involved, or has benefited, directly or indirectly from the unauthorised payment/fraud; and

the Crediting Participant shall prevent or block withdrawal or and further use of the remaining funds in the Merchant’s account with the Crediting Participant until there is satisfactory resolution of Unrecoverable Loss.

6.3.2          The Merchant shall facilitate and cooperate with the Crediting Participant to complete the investigation

6.4          In the event the Merchant is responsible for unauthorised or fraudulent payment, Clause 10 shall apply accordingly.

7. Dispute Resolution

7.1          Merchant shall, in good faith, attempt to settle all disputes or conflicts with Crediting Participant arising in connection with the DuitNow QR Service amicably and by mutual agreement;

7.2          However, Merchant shall have the right to lodge a complaint with the DuitNow QR Owner & Operator if there are allegations of Crediting Participant’s non-compliance to the DuitNow QR rules as reflected in these Terms.

7.3          The DuitNow QR Owner & Operator shall review of such complaints and allegations in accordance with Clause 7.4 below.

7.4          Merchant shall have the right to refer their disputes to the DuitNow QR Owner & Operator if there is an allegation of Participant’s non-compliance to the DuitNow QR rules. The DuitNow QR Owner & Operator will review such complaints and allegations, but such review will be confined to:

7.4.1              Determination whether there has been non-compliance;

7.4.2              Stipulating remedies for Participant to correct or address the non-compliance; and

7.4.3              Determination if penalties are applicable for the non-compliance.

7.5          All decisions rendered by the DuitNow QR Owner & Operator in response to complaints from Merchant shall be prima facie binding on the Crediting Participant.

8. Indemnity

8.1             Subject to the other party’s compliance with Clause 8.2 below, each party (“Indemnifying Party”) agrees to indemnify and hold the other party and its employees and agents harmless against any and all losses, expenses, claims, suits, demands, actions, and proceedings including all reasonable legal and other related fees or charges (“Liability”) which the other party may suffer or incur or for which the other party may become liable as a result of:

8.1.1              Any negligence, misrepresentation or fraud on the part of the Indemnifying Party, its employees, and agents with respect to the performance of its obligations or the exercise of any of its rights under this agreement;

8.1.2              Any claim by a User, Crediting Participant, Debiting Participant, DuitNow QR Owner & Operator or any other person for any breach by the Indemnifying Party of any applicable laws;

8.1.3              The failure of the Indemnifying Party to observe any of its obligations under this agreement; or

8.1.4              Any use of the DuitNow QR Brand by the Indemnifying Party other than as permitted by this agreement.

8.1.5              Except to the extent that such liability arises or is incurred by the other party by reason of any act or omission on its part mentioned in Clause 8.1.1 to Clause 8.1.4 above.

8.2          In the event a claim is made against a party in respect of which it is entitled to be indemnified pursuant to Clause 8.1 above, that party must:

8.2.1              Give notice of any such claim to the other party;

8.2.2              Consult with the other party in relation to any such claim; and

8.2.3              Not to settle any claim without obtaining the prior written consent of the other, such consent not to be unreasonably withheld.

8.3          The Crediting Participant is not liable to the Merchant for any loss or damage suffered by the Merchant as result of:

8.3.1              A missing or erroneous payment; and

8.3.2             The delay or disruption caused by any system failure beyond the Crediting Participant’s reasonable control.

9. Suspension

9.1          The DuitNow QR Owner & Operator or the Crediting Participants, as the case may be, reserve the right to suspend the Merchant’s access to the DuitNow QR Service under the following circumstances, which includes, but not limited to:

9.1.1              The Merchant breached this agreement, applicable rules, guidelines, regulations, circular or laws related to DuitNow QR that was communicated to the Merchant by the Crediting Participant;

9.1.2              The Merchant has inadequate operational controls or insufficient risk management processes, resulting in potential threats to the stability, integrity, safety and efficiency of DuitNow QR and/or RPP; or

9.1.3              The Merchant is suspected on reasonable grounds that it has committed or will commit fraudulent act in connection with the DuitNow QR; or

9.2         Upon suspension of the Merchant:

9.2.1              The services provided to the Merchant under the DuitNow QR Services will be suspended immediately;

9.2.2              The Merchant must cease all promotional and advertising that is related or can be perceived to be related to DuitNow QR;

9.2.3              The Merchant shall remove all DuitNow QR Brand from the Merchant’s marketing collaterals, channels and website; and

9.2.4              The Merchant must take all reasonable steps to comply with any directions of the Crediting Participants to minimise the impact on Users of the suspension or termination.

10. Termination

10.1 The DuitNow QR Owner & Operator or the Crediting Participant, as the case maybe, reserve the right to terminate the services provided under this agreement or DuitNow QR Service under the following circumstances, which includes, but not limited to:

10.1.1            This agreement between the Merchant and the Crediting Participant is terminated or expired;

10.1.2            The Merchant breached this agreement, applicable rules, guidelines, regulations, circulars or laws related to DuitNow QR that was communicated to the Merchant by the Crediting Participant;

10.1.3            The Merchant fails to remedy or take adequate steps to remedy its default under this agreement to the satisfaction of the Crediting Participant or the DuitNow QR Owner & Operator, as the case maybe, within the timeframe specified by the Crediting Participant;

10.1.4            The Merchant has inadequate operational controls or insufficient risk management processes resulting in potential threats to the stability, integrity, safety and efficiency of the DuitNow QR and/or RPP;

10.1.5            Court order(s) affecting the Merchant or the Crediting Participant(s) membership and/or legal status;

10.1.6            Directive(s) issued by regulatory or government authority affecting the Merchant or the Crediting Participant(s) membership and/or legal status;

10.1.7            The Merchant’s insolvency;

10.1.8            The Crediting Participant’s membership in DuitNow QR, RPP or RENTAS is terminated or suspended and the Merchant has not appointed a replacement Crediting Participant; or

10.1.9            Such other detrimental circumstances or reasons that PayNet considers necessary to suspend or terminate such Merchant’s access to DuitNow QR.

10.2                   Upon termination of this agreement, the participation of Merchant in DuitNow QR is automatically terminated and the Merchant will no longer have access to DuitNow QR and the services provided under DuitNow QR.

11. Crediting To Merchant

11.1      Crediting Participants are required to credit Merchant’s bank account with funds from incoming Payment Instructions and make the incoming funds available for the Merchant’ unencumbered use immediately except for situations where the Merchant has specifically agreed for delayed or batched posting.

11.2      Crediting Participants must make payment in full to the Merchant and shall not deduct any fees from the payment proceeds due to a Merchant, except for situations where the Merchant has specifically agreed in writing that fees can be deducted from Payments Instructions.

12. Voluntary Exit from DuitNow QR

12.1      Merchant has the option to terminate their access to the DuitNow QR by giving prior written notification to the Crediting Participant with one month’s notice.

13. Provision of Reconciliation Information

13.1     Crediting Participant shall reasonably make available to the Merchant the following minimum information, for the purpose of facilitating the Merchant’s reconciliation processes and accounting for payment of receipts and fees:

13.1.1           Reference No. or Business Message Identifier;

13.1.2           User’s name;

13.1.3           Recipient Reference;

13.1.4           Other Payment Details, where applicable;

13.1.5           Transaction amount;

13.1.6           Transaction date and time;

13.1.7           Debiting Participant’s name;

13.1.8           Account type;

13.1.9           Gross total transaction value;

13.1.10         Total transaction volume; and

13.1.11         Total fees/ commissions charged

13.2   Crediting Participant shall ensure that the Merchant has access to the following information as described in Clause 15.1 below, at the minimum in the following manner:

13.2.1           Mobile application;

13.2.2            Data files or electronic files;

13.2.3            E-statements; or

13.2.4            Reports, either electronic or in hardcopies.

14. Liability for Unrecoverable Loss

14.1       For erroneous payment, mistaken, unauthorised and/or fraudulent payment that cannot be fully or partially recovered, the amount that cannot be recovered will be deemed as Unrecoverable Loss and the party causing or who could have reasonably prevented the Unrecoverable Loss will be liable to bear that loss.

14.2       If, after completing its investigations, the Crediting Participant has reasonable grounds to believe that the Merchant caused could have reasonably prevented the Unrecoverable Loss, the Crediting Participant shall notify the Merchant and shall have the right to freeze funds in the Merchant’s account until there is satisfactory resolution of Unrecoverable Loss. The amount frozen shall be no more than the amount of the Unrecoverable Loss.

14.3       The Merchant agrees to take all measures to recover the Unrecoverable Loss if the Unrecoverable Loss is due to its fault or negligence. Notwithstanding the aforesaid, the Crediting Participant shall not be prevented from taking legal action against the Merchant to make good the Unrecoverable Loss to the extent permitted by law.

14.4       The Crediting Participant shall fully refund DuitNow QR fees incurred for erroneous, mistaken, unauthorised and /or fraudulent payment, if the error was not due to the Merchant except in situations where the Merchant decides to partially refund an overpayment. If the Merchant opts to partially refund overpayments to the Consumer, the Merchant shall bear the transactions fees for executing the refund.

15. Representation and Warranty

15.1       The Merchant acknowledges and agrees that the obligation of confidentiality extends but not limited to those specified in Clause 17 below, the disclosure of fees and charges contained in this Agreement; and any technology or know-how related to the service or the performance of this agreement.

15.2       The Merchant agrees to comply with PDPA of which it is bound and shall not do any act that will cause the Crediting Participant, Debiting Participant and the DuitNow QR Owner & Operator to breach any personal data protection laws.

16. Disclaimer

16.1       The DuitNow QR Owner & Operator and Crediting Participant shall not be liable for any claims, actions, demands, costs, expenses, losses, and damages (actual and consequential) including legal costs that are incurred or suffered by the Merchant arising out of or caused by the Crediting Participant in connection with the operations and services provided by the Crediting Participant in the service. The Merchant agrees that it will communicate and resolve any dispute in relation to the aforesaid matters with the Crediting Participant.

17. Confidentiality

17.1         The Merchant shall treat any information it receives or possess as result of this agreement, as confidential and will not use such information other than for the purposes which it was given.

17.2      Clause 17.1 shall not apply to information which:

17.2.1    Is or has at the time of use or disclosure become public knowledge without any breach of this agreement by the parties;

17.2.2                 Is or has at the time of use or disclosure become generally known to companies engaged in the same or similar business(es) as the party on a non-confidential basis through no wrongful act of the party;

17.2.3 Is lawfully obtained by a party from third parties without any obligation by the party to maintain the information proprietary or confidential;

17.2.4               Is known by a party prior to disclosure hereunder without any obligation to keep it confidential and such information was not disclosed by the other party under this agreement;

17.2.5 Is independently developed by a party without reference to or use of the other party’s Confidential Information; or

17.2.6    Is required to disclose or divulge by any court, tribunal, governmental or authority with competent jurisdiction or by any statute, regulation or other legal requirement, take over panel or other public or quasi-public body as required by law and where the Party is required by law to make such disclosure. The Party shall give notification as soon as practical prior to such disclosure being made.

18. Variation and Waiver

18.1      The Crediting Participant may change the terms of this agreement at any time in writing and such change shall take effect from the date specified in the notice.

18.2      Any provisions herein cannot be waived except in writing signed by the party granting the waiver.

19. Severability

19.1      If the whole or any part of a provision of this agreement is void, unenforceable or illegal in one jurisdiction, the remainder of this agreement shall be enforceable and valid in other jurisdictions.

20. Force Majeure

20.1         The Crediting Participant shall not be liable to the Merchant for any loss or damage (including direct or consequential), for failure to observe or perform its obligations under this agreement for reasons which could not be reasonable diligence be controlled or prevented by the Crediting Participant, including but not limited to, strikes, acts of God, acts of nature, acts of government not limited to movement control order fire, flood, storm, riots, power shortages or power failure, power disruption by war, sabotage or inability to obtain sufficient labour, fuel or utilities.