Privacy Policy and User Agreement
For this User Agreement, the following expressions or capitalized words when used here shall have the following meaning:
“Account Activity” means your activity in utilizing R-Pay Services. This means the FPX collection made by your R-Pay account, or the payout done by R-Pay to your bank account, or the payment order executed by R-Pay on behalf of your R-Pay account.
“Acquiring Bank” means a bank or Financial Institution that processes FPX, Debit/Credit Card Transactions on behalf of a merchant.
“Activation Fee” means the fee that may be deducted from your R-Pay Credit balance, for the activation and renewal of applicable payment methods or other R-Pay Services at your R-Pay Account, upon your request.
“Authorized Users” means the verified users who have gone through the R-Pay KYC process and are recorded by R-Pay as the owner, administrator or viewer of a R-Pay Account.
“Auto-reload” means the feature which allows R-Pay to deduct from your daily total collection amount to reload your R-Pay Credit balance automatically on the next Calendar Day to offset any negative credit balance.
“Auto-renew” means the feature which allows R-Pay to renew your Standard Membership automatically.
“R-Pay,” “we,” “us” or “our” means Reliva Technology Sdn Bhd (Registration No.: XXXXX)
(XXXX-K).
“R-Pay Account” means an account that is registered under a Merchant that is verified by R-Pay.
“R-Pay Credit” means an amount of credits in monetary value, allotted and matched the amount reloaded by you to your Credit Balance. R-Pay Credit shall be used for deduction against the OBW Transaction Fee incurred, Membership Fee, Payment Order fee, Shopify Fee, and applicable Activation Fee.
“R-Pay Fee” means the Membership fee, Collection fee, Activation fee, and Payment Order fee.
“R-Pay Services” means all or any of our services including our publicly available application programming interfaces (APIs), billing, payment form, payout, split payment, and any other features, technologies, and/or functionalities as may be offered by us from time to time on our R-Pay Website or through any other means.
“R-Pay BPO Services” means our business process outsourcing (“BPO”) features that are
available for, including but not limited to, Receivables, Reconciliation, Payables, and Payroll requirements under the Enterprise Membership.
“R-Pay Website” means www.R-Pay.com and its subdomains.
“Business Day” means any day (excluding Saturdays, Sundays, federal holidays, and special
holidays where R-Pay declares its office closed) on which banks in Kuala Lumpur, Malaysia are open for business.
“Calendar Day” means any day shown on the calendar beginning at 00:00 and ending at 23:59, including Saturdays, Sundays, federal holidays, and special holidays.
“Collection Fee” means the fee chargeable to you by the Financial Institutions for applicable transactions including but not limited to, merchant discount rate (MDR), that arise from your collection via R-Pay. The Collection Fee shall be deducted by the Financial Institution based on their policy.
“Confidential Information” means all information described under the Confidentiality section below and disclosed by either Party and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a Party that contains, reflects, or is derived from such information.
“Consumer” means any purchaser that authorizes payment for your goods or services, or donation to/via your organization.
“Credit Balance” means an amount of credits in monetary value that is reloaded and stored within your R-Pay Account that shall be used to deduct fees required to use R-Pay Services.
“Credit Movement” means changes to your R-Pay Credit Balance by reloading, deduction, or transfer of your R-Pay Credit within three hundred and sixty-five (365) Calendar Days.
“Debit/Credit Card Transactions” means debit or credit card transaction conducted via R-Pay’s Financial Institution partners with a configuration of respective Merchant ID to your R-Pay Account subject to respective payout policy to your bank account.
“Default Payment Method” means OBW B2C Product ID payment method.
“Financial Institution” means any organization licensed by Bank Negara Malaysia that is engaged by the relevant Party for the fulfilment of R-Pay Services.
“Online Banking Wallet” or “OBW” means an online payment gateway operated by Payments Network Malaysia Sdn Bhd that facilitates the interbank transfer of funds ie online banking.
“OBW Merchant ID Payment Method” means OBW transaction conducted via R-Pay with a configuration of your OBW Merchant ID to your R-Pay Account subject to real-time payout to your bank account by the Financial Institution.
“OBW Merchant ID” means a unique alphanumeric code assigned by FPX to identify the
Merchant.
“OBW Merchant Own Name” means OBW transaction conducted via R-Pay with a
configuration of your OBW Merchant ID to your R-Pay Account subject to R-Pay Payout policy to your bank account.
“OBW Product ID Payment Method” means OBW transaction conducted via R-Pay with a configuration of R-Pay OBW Merchant ID to your R-Pay Account subject to R-Pay Payout policy to your bank account.
“OBW Transactions” means the transactions conducted on OBW, which include internet
banking via current, savings, or credit card accounts.
“OBW Transaction Fee” means the fee that is deductible by R-Pay from your R-Pay Credit balance or the Financial Institution for OBW Transactions arising from your usage of R-Pay Services.
“Information” means any R-Pay Account information that you provide to us, including but not limited to personal information, financial information, or other information related.
“Marks” means any trademarks and service marks (whether registered or not, or at common law), trade names, organization names, logos, symbols, and internet domain names.
“Membership Fee” means the membership fee that is deductible by R-Pay from your Credit Balance for your Membership subscription to utilize R-Pay Services.
“Membership” means the membership plan that is available on the Pricing page, that allows you to access R-Pay Services.
“Merchant” or “you” means an organization using R-Pay Services that is verified by R-Pay.
“Offer Letter” means a written offer by R-Pay or the Financial Institution regarding Merchants subscription of R-Pay Enterprise Membership or OBW Transaction Fee either in its entirety or in part.
“Other Payment Methods” means Debit/Credit Card, Installment, Tokenization, Wallet and/or Buy Now Pay Later (BNPL) transaction conducted via R-Pay with a configuration of your Merchant ID to your R-Pay Account subject to the Financial Institution payout policy to your bank account.
“Party” means either R-Pay or Merchant and “Parties” means R-Pay and Merchant collectively.
“Payment Method” means any type of payment method that is available to you within R-Pay Services from time to time (subject to Financial Institutions). Please refer to Membership section at (f).
“Payment Order” means the feature for you to disburse an amount to one or multiple bank accounts via API instruction in real-time.
“Payment Order Limit” means the amount reloaded into your R-Pay Account for any Payment Order API execution.
“Payout” means the disbursement of your collection (after deduction of Auto-reload, R-Pay Fee and/or Collection Fee if applicable) made by R-Pay and/or the Financial Institution to your bank account subject to the respective Payout policy.
“Platform” means R-Pay’s proprietary platform (whether in staging or production
environment), system, and/or other application platforms.
“Product Disclosure Sheet” means a documented full disclosure of the scope of the Enterprise Membership.
“Self-Reload” means the feature which allows you to reload an amount to your R-Pay Credit Balance and Payment Order Limit.
“Subscription Period” means the period of the Memberships offered by R-Pay. The length of the period is subject to either the R-Pay pricing page or the Offer Letter.
R-Pay offers various Payment Methods as part of R-Pay Services that include:
a. OBW Product ID
OBW Product ID Payment Method utilizes our R-Pay OBW Merchant ID to enable you to accept OBW Transactions without registering for your OBW Merchant ID. OBW B2C Product ID is enabled for your R-Pay Account by default. It is available by default at Basic and Standard Memberships; for Enterprise Membership, you are required to acquire your own OBW Merchant ID. OBW B2B Product ID is an optional payment method upon request by you and it is subject to R-Pay’s management approval.
For the OBW Product ID Payment Method, daily total collection (minimum RM0.01) shall be deposited automatically into your bank account.
Payout shall be provided on a best effort basis based on the designated Acquiring Bank’s uptime and availability.You agree to ensure that your banking details remain accurate. If there is a failure of payout for a period of time due to incorrect information of the banking details provided by you, R-Pay is entitled to convert the Payout amount to your R-Pay Credit. Please refer to R-Pay Fee section at (a) below, and Termination section below.
b. OBW Own Name
OBW Own Name Payment Method utilizes your own OBW Merchant ID configured to your R-Pay Account to enable you to accept OBW Transactions and receive your payouts subject to R-Pay Payout policy. It is available at Basic and Standard Memberships; for Enterprise Membership, you are required to acquire your own OBW Merchant ID.
Payout shall be provided on a best effort basis based on the designated Acquiring Bank’s uptime and availability.
You agree to ensure that your banking details remain accurate. If there is a failure of payout for a period of time due to incorrect information of the banking details provided by you, R-Pay is entitled to convert the Payout amount to your R-Pay Credit. Please refer to R-Pay Fee section at (a) below, and Termination section below.
c. OBW Merchant ID
OBW Merchant ID Payment Method utilizes your own OBW Merchant ID configured to your R-Pay Account to enable you to accept OBW Transactions and receive your payouts in real-time by the Financial Institution. OBW Merchant ID shall be provided by PayNet. For OBW Merchant ID Payment Method, each transaction amount shall be subjected to real-time payout to your bank account. The OBW Transaction Fee for Merchant ID Payment Method shall be subjected to the Offer Letter by R-Pay or the Financial Institution partners
d. Other Payment Methods
Other Payment Methods utilize our Financial Institution partners to enable you to accept the respective transactions. This payment method is enabled at your R-Pay Account by applying to be registered with our Financial Institution partners for an account. With our assistance, you are required to complete the application and are subjected to our Financial Institution partners’ approval before being able to integrate and accept debit/credit card transactions. Other Payment Methods are subject to the respective Financial Institution partners’ offering, merchant agreement and policy applicable to the respective Payment Methods. This includes Further Documentation, Verification And Approval Of The Respective Financial Institutions. R-Pay may add or remove these Payment Methods and/or Financial Institutions at any time without prior notice to you. R-Pay shall not be held responsible for any loss or damages your incur howsoever arising whether in contract, tort, negligence, strict liability or any other basis between you and the Financial Institutions.
All R-Pay Fees shall be in Malaysian Ringgit (MYR). No other currency shall be applicable to credit reload, invoice payment, and all payouts to your Banking Account.
a. Credit Balance
R-Pay Credit Balance is an amount of funds in MYR currency that shall be used to deduct any FPX Transaction Fee, Membership Fee, and any applicable fees that are required to use R-Pay Services. If you integrate your Shopify store with your R-Pay Account, you shall be charged an additional 0.30% per transaction via R-Pay Credit Balance (in addition to the respective transaction fees based on your Membership and applicable Payment Method). A Merchant shall Self-Reload an amount to their Credit Balance via online banking. The minimum reload amount is RM2, and at any one time, the maximum amount of your Credit Balance can hold is RM 30,000. A Merchant may transfer R-Pay Credit in your Credit Balance to another R-Pay Account. Please ensure that the details of the transfer are accurate as R-Pay does not accept liability for any loss arising from its execution of transfer due to inaccurate details provided by the Merchant. Your Credit Balance shall expire after three hundred and sixty-five (365) Calendar Days from the date of the last Account Activity appearing in your R-Pay Account. Expired R-Pay Credits mean the R-Pay Credits shall be rendered null and void. R-Pay does not accept liability for the forfeiture of your R-Pay Credit.
b. Deduction
Deductions shall be made at your R-Pay Credit Balance for the following fees:
i. Membership fee (Self-Reload and Auto-Renew)
ii. Activation fee
iii. Payment Order fee
You shall ensure that there is a positive balance in your Credit Balance for R-Pay Credits deduction due to applicable fees. If there is a negative balance in your Credit Balance, R-Pay shall set off the deduction amounts owed from your Payout via Auto-Reload. For example, if the amount due is -RM154, then we shall deduct RM200. If the amount due is -RM1821, then we shall deduct RM1900. The Payout for the remaining balance of daily total collection amount will be executed accordingly. R-Pay shall be entitled to, at its sole discretion, suspend you from utilising R-Pay Services until any applicable fee has been settled/offset via deduction from your Credit Balance. Where you have selected Auto-Renew for your Standard Membership, then R-Pay shall deduct
the amount of the Membership Fee and/or Activation Fees (if applicable) from your Credit Balance two (2) days before the expiry of the Subscription Period. For example, if a Merchant subscribes to the Standard Membership on April 1, the Merchant’s subscription shall automatically renew within two (2) days before April 1. The fee deducted from your Credit Balance for subscribing to Standard Membership is non-
refundable. OBW Transactions conducted and OBW Transaction Fee deducted/incurred are non-reversible and non-refundable, respectively.
c. Invoice Payments
If there should be any payments to be made due to invoices issued by R-Pay, such paymentshall be made to R-Pay within thirty (30) days of the date of the invoice. If a Merchant is delinquent on payment of the invoices for fourteen (14) days or more, R-Pay may suspend the Merchant’s access to R-Pay Services or decline any late payment. Complaints concerning invoices must be made in writing within fourteen (14) days from the date of the invoice. Invoices shall be sent by electronic delivery unless requested otherwise by you, where additional fees shall apply.
d. Payment Order
This is a feature for merchants to disburse an amount to one or multiple bank accounts via Payment Order API. The amount set for a payment order shall be reloaded into the Payment Order Limit at your R-Pay console before any Payment Order API execution.
R-Pay reserves the right to perform a refund on the Payment Order Limit reloaded to your registered business bank account with R-Pay at any time, at R-Pay’s sole discretion. Merchant will be notified through email once the Payment Order Limit refund has been executed. R-Pay shall not be liable for any loss or damages caused by the delay in the Payment Order Limit refund arising from howsoever, including but not limited to system downtime or service interruption. Please ensure that the amount reloaded for Payment Order API execution is not into your R-Pay Credit Balance. Please refer to Merchant Warranties And Obligations section on the Payment Order obligations.
Tax
Any fees are exclusive of all taxes, levies or duties imposed by tax authorities, and you shall be responsible for payment of all such taxes, levies or duties. You shall reimburse R-Pay and hold R-Pay harmless for all sales, use, value added tax, excise, property or other taxes or levies which R-Pay is required to collect or remit to applicable tax authorities.
You agree to be bound by this User Agreement from the date you are verified and have access to your R-Pay Account until terminated by you or R-Pay, with or without cause. You may terminate this User Agreement by emailing us to close your R-Pay Account. R-Pay may close your R-Pay Account within seven (7) Calendar Days from the date of notice issued by R-Pay to you.
Your available Credit Balance is non-refundable in any circumstances, including but not limited to the closure of your R-Pay Account. Once the closure of your R-Pay Account is in effect, this User Agreement is considered to be terminated by you. Please refer to item (d) below.
a. Suspension, closure, or limiting of your R-Pay Account without cause
Not withstanding the above, R-Pay may suspend, close or limit your R-Pay Account and/or access to R-Pay Services or remove any data or content transmitted via the Platform without liability, and any license created hereunder may be limited by R-Pay. We shall not refund you for any fees deducted from your R-Pay Credit and your remaining R-Pay Credit Balance.
b. Suspension, closure, or limiting of your R-Pay Account with cause
R-Pay has the sole discretion to suspend, close or limit your R-Pay Account and/or access to R- Pay Services or remove any data or content transmitted via the Platform immediately without prior notice and liability, and any license created hereunder may be limited by R-Pay:
i. if you use R-Pay Services with false, manipulated, inaccurate, or misleading information regarding your identity, business entity, the nature of business, and any other information or official and legal documentation requested by R-Pay. This includes inaccurate contact information provided to R-Pay;
ii. if you abuse R-Pay Service, particularly Payment Order, for any use that we determine presents a higher than acceptable level of risk;
iii. if you fail to make any payments due within fourteen (14) days of the invoice of any
applicable fee (including Enterprise Membership fee);
iv. if you breach any of the provisions under this User Agreement or if you fail to perform any obligation required of you, and such failure is not cured within fourteen (14) days from the date of such notice of breach being issued by R-Pay;
v. you file a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commence an action providing for relief under bankruptcy laws, file for the
appointment of a receiver, or is adjudicated a bankrupt;
vi. if R-Pay has been made aware that the account is under investigation and/or requested by law enforcement or government agency or otherwise to comply with applicable laws;
vii. as otherwise specified in this User Agreement;
viii. if you intentionally and/or knowingly use R-Pay Services for the following activities that fall under our Appendix of Regulated and Prohibited Nature of Business.
Your R-Pay account shall be terminated once your suspended R-Pay Account is not remedied within three (3) Calendar days from the date of suspension of your R-Pay Account. Information on R-Pay’s servers and thereby access to the Platform shall be unavailable to you if your R-Pay Account is terminated, suspended, closed, or limited. R-Pay shall use reasonable endeavours to try giving you notice of such termination, suspension, closure, or limitation at its sole discretion.
c. Dormant Account
Your R-Pay Account shall become dormant after three hundred and sixty-five (365) Calendar Days from the date of the last Account Activity appearing in your R-Pay Account. Please refer to the R-Pay Fee section at (a) above for further clarification. If you plan to reactivate your dormant R-Pay Account, you may email us at [email protected].
d. Effect of Termination
Upon termination of this User Agreement, you shall no longer access your R-Pay Account, the Platform, and/or R-Pay Services and you shall not circumvent any security mechanisms contained therein. You shall also forthwith withdraw any reference to or related forms by R-Pay and/or R-Pay Services from your documents and/or websites and shall forthwith cease the use of the Marks.
If you plan to use R-Pay Services again, you may email us at [email protected] for thereactivation of your R-Pay Account. A reactivation fee shall apply.
e. Other Remedies
Termination of this User Agreement shall not limit either Party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve your obligation to pay all fees that have accrued or are otherwise owed by you under this User Agreement.
You acknowledge that for the purpose of a R-Pay Account registration, you are allowed to register with only one bank account, regardless of the type of bank account, or which bank entity your bank account is registered with.
You are solely responsible for your Information as well as entry and maintenance of the same. You acknowledge that R-Pay acts merely as a passive conduit for the online distribution of your bills and facilitating payment from your Consumers to your account.
You are solely responsible for your relationship with your Consumers. R-Pay has no visibility on any particular purchase, sale, donation, order, or other transactions performed by your Consumers using R-Pay Services. R-Pay is not responsible for any losses you incur due to any fraudulent transactions arising from your use of R-Pay Services. Please refer to Membership section at (g) and Termination.
Where you utilize R-Pay Payment Order service, you shall ensure that there is sufficient amount in the Payment Order Limit. You shall also ensure that both the payment details and API instructions are accurate. R-Pay does not accept liability for any loss arising from its execution of payment instructions due to inaccurate details provided by you.
Where you utilize Auto-renew, you shall be solely responsible for the enabling and disabling of this feature. R-Pay does not accept liability for any loss or any additional FPX Transaction Fee incurred due to your selection of Auto-renew being enabled or disabled. R-Pay is not obligated to refund any remaining Credit Balance that is due to be deducted if you delay for a period of time on your responsibility to untick Auto-renew. You are solely responsible for understanding and complying with all laws, rules, and regulations of your specific jurisdiction that may apply to you in connection with your use of R-Pay Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.
You shall be obliged to inform your Authorized Users before using R-Pay Services about the rights and obligations outlined in this User Agreement. You shall be liable for any violation of obligations by your Authorized Users, Consumers, or by other third parties who violate obligations within the Authorized User’s control. You are fully liable for the acts and omissions of your third-party contractors under this User Agreement.
You shall be obliged to keep the login details, passcode, PIN, and/or API integration keys
required for the use of the Platform confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions. Personal access data must be changed at regular intervals. Before entering its data and Information, you shall be obliged to check the same for viruses or other harmful components and to use state-of-the-art anti-virus programs for this purpose.
R-Pay Reserves All Its Rights To Conduct Test Payments On Your R-Pay Account From Time To Time Without Prior Notification To You. You Acknowledge That The Purpose Of The Test Payments May Be To Verify/Review/Inspect The Validity Of Your Bank Account, Integration Efficiency, And The Platform Improvement Or Upgrade. You Expressly Agree That You Will Not Be Able To Request An Invoice From R-Pay For Any Particular Test Payment Conducted.
Activities R-Pay has the sole discretion to refuse, impose additional conditions, withhold, reverse, refund and/or suspend any payouts or transactions that we believe (at R-Pay sole discretion and determination):
i. may violate this Agreement or other agreements you may have with R-Pay;
ii. are unauthorized, fraudulent or illegal;
iii. are deriving from Prohibited Businesses and/or Restricted Businesses under our
Appendix of Regulated and Prohibited Nature of Business; and/or
iv. expose R-Pay and/or other parties to risks that R-Pay deems not suitable.
If R-Pay suspects and/or receives a complaint, report, dispute or chargeback request on any unauthorized, fraudulent or illegal transactions from consumers, financial institution, authority and/or law enforcement agency, R-Pay reserves the right to withhold your collection payout until the case has been closed.
In the event that R-Pay determines there is no other feasible solution to recover the
unauthorized, dispute or chargeback amount due to any factors including but not limited to, the merchant being uncontactable, R-Pay reserves the right to offset the unauthorized, dispute or chargeback amount from the withheld collection payout. The remaining amount will then be paid out to the verified bank account accordingly.
If R-Pay suspects, have reason to believe and/or know that you are using or have used R-Pay Services for unauthorized, fraudulent, or illegal purposes, you give R-Pay consent to share any information related to such activity with the appropriate financial institution, authority, or law enforcement agency. The information may include but is not limited to information about you,
your R-Pay Account, your Consumers, and transactions made through your use of R-Pay Services. If R-Pay is required by the financial institution, authority, or law enforcement agency for any ongoing investigation related to you, R-Pay will fully cooperate with the relevant institution, authority or agency to ensure compliance with all legal and regulatory requirements. In relation to the above, you agree and shall provide your utmost cooperation in assisting R-Pay by providing the necessary information and/or documentation as required from time to time to assist R-Pay with its determination. However, R-Pay shall have no such obligation to conduct
any inspection or investigation.
You shall have no right to claim for any losses or damages in relation or consequential to the above action taken by R-Pay for any transaction. Further thereto, R-Pay shall have the absolute discretion to terminate, suspend, close or limit your R-Pay Account and/or access to R-Pay Services or remove any data or content transmitted via the Platform without liability, and any license created hereunder may be limited by R-Pay.
Our obligations hereunder relate strictly to the operation of the R-Pay Services. Except as set out in this User Agreement, we shall not be liable for the goods, services, or any transactions which you conduct with your Consumers and/or other parties via your R-Pay Account. You shall resolve all and any disputes whether as to the quality, safety, ability, legality, or any other matters directly with the relevant Consumers or other parties. You shall be solely responsible for any fees charged by banks or other third parties, and/or the payment of any other duties or charges arising from the transaction undertaken by you with banks and third parties.
R-Pay shall have no liability for any claim of infringement based on:
(i) Platform which has been modified by parties other than R-Pay where the infringement claim would not have occurred in the absence of such modification;
(ii) your use of the Platform in conjunction with data where use with such data gave rise to the infringement claim; or
(iii) your use of the Platform outside the permitted scope of this User Agreement.
We shall not be responsible if your R-Pay Account is compromised due to your failure to keep your login details, passcode, PIN, and/or API integration keys secure. You should promptly notify us in the event there are any irregularities in your R-Pay Account.
We are however under no obligations whatsoever to effect any transaction reversal or refund unless our investigations reveal an error in our Platform or default or omission on our part.
To the fullest extent permitted by law, we, including our directors, officers, employees,
subsidiaries, affiliated and holding companies, shall not be liable to you or any third party for any loss or damages whatsoever, whether direct, indirect, consequential, punitive, exemplary or incidental arising out of or in connection with your R-Pay Account or the failure of the Platform and/or R-Pay Services to operate, including without limitation loss of opportunity, goodwill, revenue, profits or data, damage to property, injury to person or death, theft, fraud, machine downtime or damages caused by any deficiency, defect, error or malfunctioning of the Platform and/or R-Pay Services. Your acceptance of this limitation is an essential term of your use of R-Pay Services and you acknowledge that we would not have otherwise agreed to provide R-Pay Services to you without your agreement to this term. R-Pay’s liability (if any) shall not in aggregate exceed the amount of a Merchant’s monthly Activation Fee which gave rise to such damages.
You agree to indemnify us, our directors, officers and employees, subsidiaries, affiliated and holding companies to the fullest extent possible, from and against all liabilities, costs, demands, or claims whatsoever on a full indemnity basis, which may be made by any third party or suffered by us due to a breach by you of this User Agreement, or arising in any way from your default, acts, omissions and/or negligence in connection with the R-Pay Services.
You agree to indemnify us, our directors, officers, employees, subsidiaries, affiliated and
holding companies to the fullest extent possible, from and against all liabilities, costs, demands, or claims whatsoever on a full indemnity basis, which may be made by any Financial Institution due to a breach by you of this User Agreement or arising in any way from your default, acts, omissions, and/or negligence in connection with the usage of the Payment Method provided by the Financial Institution. You shall sign electronically a letter of indemnity that shall be provided to you during your R-Pay Account registration. Your agreement also constitutes your consent to electronic signatures that shall have the same legal effect as a physical signature.
a. R-Pay License Grant
Subject to all limitations and restrictions contained in this User Agreement, R-Pay grants you a term subscription, non-exclusive and non-transferable right to access the Platform as hosted by R-Pay. You irrevocably acknowledge that subject to the licenses granted herein, you have no ownership interest in the Platform or R-Pay materials provided to you. R-Pay shall own all rights, title, and interest in such Platform and R-Pay materials, subject to any limitations associated with the intellectual property rights of third parties. R-Pay reserves all rights not specifically granted herein.
In respect of our APIs, R-Pay grants you a non-exclusive, non-transferable, and limited license to access its APIs and documentation only as necessary to develop, test, and support the integration of your application with R-Pay Services. You may not sell, rent, lease, sublicense, redistribute or syndicate access to any of R-Pay’s APIs. R-Pay owns and shall continue to own its APIs and documentation, including all related intellectual property rights therein.
b. Merchant License Grant
You grant R-Pay a non-exclusive, royalty-free license to access, use, reproduce, modify,
perform, display and distribute your data or Information as is reasonable or necessary for R-Pay to perform or provide the Platform for your usage.
c. Use
You shall have a limited right and license to use the Platform solely for its internal business purposes. The Platform shall perform the functions as described on R-Pay Website. You shall not allow any website that is not fully owned by you to frame, syndicate, distribute, replicate or copy any portion of your website that provides direct or indirect access to the Platform.
d. License Type
The type of license granted is as follows: each R-Pay Account that a Merchant has shall be linked to only one bank account of the Merchant. Each R-Pay Account has three (3) levels of Authorized Users’ permission, i.e. (a) Owner (a person being delegated with full ownership and responsibility for the R-Pay Account); (b) Administrator (a person being delegated with collection responsibility in the R-Pay Account) and Viewer (a person being given only viewing capabilities of the R-Pay Account). A Merchant may designate different staff, officers, or employees with varying permissions set out above, rights, or limitations at any time without notice to R-Pay. R-Pay shall not accept liability including any loss, fraud, or misuse of R-Pay Account by the Merchant or its officers, employees, or any third parties
e. Additional Restrictions
You shall use R-Pay Services strictly under this User Agreement. You shall not and shall not permit others to:
i. decompile, reverse engineer, disassemble, attempt to derive the source code, or
decrypt the Platform. Decompiling, reverse engineering, and disassembling include,
without limitation: (a) converting the Platform from a machine-readable form into a
human-readable form; (b) disassembling or decompiling the Platform by using any
means or methods to translate machine-dependent or machine-independent object
code into the original human-readable source code or any approximation thereof; (c)
examining the machine-readable object code that controls the Platform’s operation and creating the source code or any approximation thereof by, for example, studying the Platform’s behaviour in response to a variety of inputs; or (d) performing any other
activity related to the Application that could be construed to be reverse engineering,
disassembling, or decompiling. To the extent any such activity may be permitted under the written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this User Agreement. You may use R-Pay’s Confidential Information solely in connection with the Platform and under the terms of this User Agreement.
ii. make any modification, adaptation, improvement, translation, or derivative work from
the Platform;
iii. violate any applicable laws, rules, or regulations in connection with your access or use of the Platform;
iv. remove, alter or obscure any proprietary notice in connection with the Platform;
v. use the application for any revenue-generating endeavour, commercial enterprise, or other purposes for which it was not designed or intended;
vi. use the Platform for creating a service, product, or software which directly or indirectly competes with or substitutes R-Pay Services;
vii. use the Platform to send out spam or unsolicited emails; or
viii. use any of our intellectual property or other proprietary information in the design,
development, or distribution of any applications, accessories, or devices for use with R-
Pay.
f. Collaterals
You should assume that all software and collaterals in connection with R-Pay Services, and all graphics, text, photographs, artwork, logos, user interfaces, sounds, music, computer code, and other materials on R-Pay Website or our Platform, including but not limited to our logos, the design, “look and feel”, expression and arrangement of R-Pay website and application, are owned, controlled by or licensed to us and/or protected by copyright, trademark or other intellectual property rights. Save as expressly provided herein, no licence is granted to you by implication, estoppel, or otherwise with respect to our intellectual property, and you may not use, copy, reproduce, transmit or distribute any component or part of our intellectual property without our prior written consent.
g. Marks and Publicity
R-Pay’s Marks and your Marks are the sole and exclusive property of the respective owning Party, which owns all right, title and interest therein. Neither Party grants to the other any title, interest or other rights in any Marks except as provided in this section.
i. R-Pay may: (a) use your name and/or logo within product literature, press release(s),
social media, and other marketing materials; (b) quote your statements in one or more
press releases; (c) make such other use of your name and/or logo as may be agreed
between the Parties; and/or (d) include your name and/or logo within its list of
merchants for general promotional purposes. You shall use such Marks in accordance
with R-Pay’s directions as communicated in writing to you from time to time. You do not
have a right of sub-license. R-Pay may apply limitations to the right granted to you
under this section at any time and at its sole discretion.
ii. You may use R-Pay’s name and/or logo on your websites and in any off-line promotional materials for the sole purpose to indicate that you make use of the R-Pay Services. R-Pay shall comply with your trademark use guidelines as such are communicated to R-Pay in writing and R-Pay shall use your Marks in a manner which is consistent with industry practice.
a. Confidentiality of Platform
All Confidential Information in the tangible form shall be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the Platform is deemed as R-Pay’s Confidential Information with or without such marking or written confirmation.
b. Exceptions
The obligations of the Parties contained hereunder shall not apply to any material or
information that: (i) is or becomes a part of the public domain through no act or omission by the receiving Party; (ii) is independently developed by the other Party without the use of the disclosing Party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; (iv) is already known by the receiving Party without any obligation of confidentiality before obtaining the Confidential Information from the disclosing Party or (v) is disclosed with the disclosing Party’s express consent. In addition, neither Party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government.
c. Non-Disclosure
Each Party agrees at all times to use all reasonable efforts but in any case no less than the efforts that each Party uses in the protection of its Confidential Information of like value, to protect Confidential Information belonging to the other Party. Each Party agrees to restrict access to the other Party’s Confidential Information only to those employees, sub-contractors or third parties who require access in the course of their assigned duties and responsibilities.
d. Suggestions/Improvements to Platform
Notwithstanding this section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections and other contributions provided by you regarding the Platform or other R-Pay materials provided to you shall be owned by R-Pay, and you hereby agree to assign any such rights to R-Pay. Nothing in this User Agreement shall preclude R-Pay from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by R-Pay in the performance of services hereunder.
e. Obligation of Confidentiality
During the Subscription Period and after the termination of this User Agreement, the receiving Party shall (i) keep the Confidential Information undisclosed; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with item c. above; and (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this User
Agreement. Privacy Policy & Data Protection Obligations
You agree to our Privacy Policy incorporated herein by reference and accept that it forms an essential and integral part of this User Agreement.
You consent to our use of your data under the terms of our Privacy Policy. You agree that by registering a R-Pay Account with us and/or using R-Pay Services, you have authorized and consented to your data being disclosed to and/or processed by such third parties as may be necessary for our providing the R-Pay Services to you.
You grant us consent to confirm your data with other entities or agencies for us to verify your identity and/or to comply with any legal or regulatory requirements in connection with R-Pay Services.
You accept that we may be required to revise our Privacy Policy from time to time. All revisions shall be promptly notified through R-Pay Website. Your continued use of R-Pay Account and/or R-Pay Services shall mean that you have agreed and consented to our Privacy Policy as revised.
Third-Party Terms And Websites
a. Third-Party Services and/or Platform
R-Pay Services may use third-party services and/or contain third-party software that requires notices and/or additional terms and conditions. Such required third-party services and/or software notices and/or additional terms and conditions may be requested from R-Pay and are made a part of and incorporated by reference into this User Agreement. By accepting this User Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
b. Third-Party Websites
R-Pay Website and/or Platform may provide hyperlinks to websites not controlled by us and such hyperlinks do not imply our endorsement, agreement on, or support of the content, products, and/or services of such applications or websites. R-Pay Website and/or Platform does not editorially control the content, products, and/or services on such websites and shall not be liable, in any nature whatsoever, for the access to, or the inability to access to, or the use, inability to use or content available on or through such websites.
General Provisions
a. Severability
If any provision of this User Agreement is found to be invalid, void, or unenforceable under any applicable law, such provision shall be excluded or deemed deleted to the limited extent necessary and replaced with a valid provision that best embodies the intent of this User Agreement. The remaining provisions herein shall not be affected and shall continue to apply to the fullest extent.
b. Non-Waiver
Our failure to enforce or insist on strict performance of any of this User Agreement shall not be construed as a waiver of any provision or right herein unless such waiver is made in writing, nor shall any course of conduct between us or any other party be deemed to modify any provision of this User Agreement.
c. Successor
This User Agreement may not be construed or interpreted to confer any rights or remedies on any third parties. This User Agreement shall be binding on your successors-in-title and permitted assigns.
d. Survival
Where any term hereof by its sense, nature, or context are intended to survive the closure of your R-Pay Account or termination of the agreement between us, such term shall continue in full force and effect to be binding on you, including, without limitation, terms as to representations, warranties, indemnities, limitation of liabilities, intellectual property rights, right to offset, and personal data.
e. Force Majeure
We shall not be responsible for any delay or failure in performing our obligations herein due to an unforeseeable event or causes which are not within our reasonable control (force majeure). Force majeure events shall include without limitation acts of sabotage, fire, natural catastrophes, legislative or regulatory changes or directives, and failure or interruption of utilities such as electricity, telecommunications, internet service providers, banking systems, or other third party providers.
f. Injunctive Relief
You acknowledge that a breach of Merchant Warranties And Obligations section and
Confidentiality section would cause R-Pay imminent irreparable injury and that R-Pay shall be entitled to, in addition to any other remedies available at law or equity, temporary, preliminary, and permanent injunctive relief in the event you do not fulfill your obligations under Merchant Warranties And Obligations section and Confidentiality section.
g. Assignability
We may assign, transfer, subcontract and/or novate our rights or obligations under this User Agreement as we deem fit or necessary subject only to prior notice to you by publication herein.
h. Language
In the event of a dispute between the English and non-English versions of this User Agreement (if any), the English version shall be the prevailing and governing document.
i. Governing law and jurisdiction
This User Agreement shall be governed and construed in accordance with the laws of Malaysia, and in the event of any legal proceedings arising out of or in connection herewith, you agree to submit to the exclusive jurisdiction of the courts of Malaysia.
j. Notice
Any notice required under this User Agreement shall be given in writing and shall be deemed effective upon delivery to the Party to whom it is addressed. All notices shall be sent to the applicable address specified on the registration documents or to such other address as the Parties may designate in writing.
k. Headings
Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
Appendix
In reference to Membership and Termination sections of the User Agreement, below are the prohibited and restricted nature of business that requires R-Pay further actions:
Prohibited businesses:
i. Drugs/Illegal drugs
ii. Gambling, sports betting, lotteries
iii. Pornography or sex-related products or services or adult entertainment
iv. Firearms, ammunition and weapons
v. Any illegal products/services
vi. Cryptocurrency or NFTs
vii. Payment aggregators
viii. Counterfeit and pirated products
ix. Unauthorized travel tour agents
x. Unregulated charities
xi. Activity prohibited by the card schemes
xii. Debt collection agencies
xiii. Down payments
xiv. Cyberlockers (remote digital file-sharing services)
xv. Cheque cashing/Guarantee
xvi. Lending services
restricted Businesses:
i. Goldbars
ii. Investment and brokerage services
iii. Insurance services including medical benefit packages
iv. Alcoholic drinks
v. Online pharmacies
vi. Telemedicine and telehealth services
vii. Money services business
Term Of Use
PLEASE READ THESE TERMS CAREFULLY. BY USING R-PAY PAYMENT SERVICES, YOU AGREE TO
BE BOUND BY THESE TERMS.
These terms apply to your access to, and use of all or part of this page including any website owned by R-Pay or the Financial Institution where these terms are posted (the Sites). If you are using this page on behalf of any entity, you represent and warrant that you are authorised to accept these terms on such entity’s behalf and that such entity agrees to indemnify you and R-Pay for violations of these terms. This agreement contains disclaimers and other provisionsthat limit our liability to you.
In the event there is any conflict or inconsistency between these terms and any other terms ofuse that appear on the Sites, these terms will govern. However, if you navigate away from the Sites to a third party site, you may be subject to alternative terms and conditions of use, as may be specified on such site. In such event, the terms and conditions of use applicable to that site will govern your use of that site.
Definitions
For this Terms of Use, the following expressions or capitalized words when used here shall have the following meaning:
“User”, “You” or “Your” means any person or entity using R-Pay (“Service””), unless otherwise
stated.
R-Pay, We, Us or Our means R-Pay Sdn Bhd (Registration No.: 201201039375)
(1023853-P).
Financial Institution means any organization licensed by Bank Negara Malaysia that is
engaged by the relevant Party for the fulfillment of R-Pay Services.
Merchant means merchant(s) or seller(s) that subscribe to R-Pay Service for payment
collections.
Payment Method means any type of payment method that is available for you to complete the transaction within R-Pay Services from time to time (subject to Financial Institutions).
The Service
By accessing and using this page you hereby agree and accept the terms and conditions of R-Pay as contained herein. If you do not accept these terms, please immediately discontinue youraccess to this page. We may change the terms periodically without prior notice, so please check
them from time to time as your continued use of this page signifies your acceptance of any changed term.
Disclaimer
We are not responsible for interruptions or limitations to the Service which are caused or arise from the User’s, Merchant’s and/or the Financial Institution’s, as the case maybe, system capacity limitations, system repairs or modifications, or in response to suspected fraud, abuse, hacking or malicious viruses, or misuse of the internet network. You agree that the Service may be interrupted due to maintenance, updates or system or network failures and we disclaims all liability for damages caused by any such interruption or errors in functioning. We are not responsible for any service outages, loss of data, inability to retrieve data, or service limitations or interruptions which are caused or arise from act or omission of the User(s), Merchant(s) and/or the Financial Institution(s). We are not liable for any incidental, punitive or consequential damages caused or arise out of such events. While every care will be taken by us to provide the Service and ensure a high level of security, we disclaims all liability whatsoever for any loss, alteration, destruction or disclosure to any third party whomsoever, of any of your data or other data howsoever caused or arising including without limitation, delays, interceptions, non-deliveries or misuse as a result of any interruption, suspension or termination of our Service(s). Further, we cannot guarantee and does not warrant the accuracy of any data delivered to us by the Merchants who sells their
products to you. By accessing and using this Page, you expressly understand and agree that we disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material that we receive from the Sites, Merchant(s) and Financial Institution(s).We disclaim any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or document derived from the system and
Sites.
We make no warranty that:
- The Service and the Sites will meet your requirements;
- The Service will be uninterrupted, timely, secure or error-free; and
- The results that may be obtained from the Service will be accurate or reliable.
- We disclaim all liability for impossibility of access, poor use conditions caused by
- inappropriate equipment, disturbances attributable to internet service providers, saturation of
- the internet network or due to any other reason.
- We make no warranties or representations for the delivery of messages sent through our system to anyone.
Personal Data
We may collect your personal information such as email address for the purpose of sending you a written confirmation status of your payment instruction. This personal information is optional and will only be collected when you provide the details when completing the form in this page. For explanation of R-Pay’s policy related to collection, use, and process of your personal data, please read the Privacy Policy. By accessing and using this page, you hereby consent and agree to the terms specified in the Privacy Policy with respect to our processing of your personal data. If you do not consent to the said terms, kindly contact us at the contact details provided in the
Privacy Policy.
Online Payment Processing Service
You are responsible to obtain a transaction receipt from the Merchant when you use R-Pay Services to make a payment for the purchase. We are under no obligation to provide you with a receipt or other written confirmation in connection with the payment transaction made with an online Merchant. If you have an enquiry regarding a payment made with R-Pay Services, or you believe there has been an error or unauthorised transaction regarding a payment transaction using R-Pay Services, please contact us at [email protected].
Release
You hereby agree to release R-Pay (and our officers, directors, agents, subsidiaries, joint
ventures and employees) from any and against all claims, actions, losses, demands, costs, expenses and damages (actual and consequential) including legal costs on full indemnity basis of every kind and nature that you may incur or suffer arising out of or in any way connected with dispute between you and the Merchant(s) or between you and the Financial Institution(s).
Links
Links from or to websites outside of this page are meant for connecting to the Financial
Institution’s Internet Banking log-in or Payment pages to initiate payment via R-Pay Services. Such linked log-in or payment pages are owned and operated by third parties and as such are not under the control of R-Pay. Therefore R-Pay is not responsible and makes no warranties in respect of the contents of those websites or pages, the third parties named therein or their products and services. Furthermore, the links provided in this page shall not be considered an endorsement or verification or approval of such linked websites or the contents therein. Linking to any other site is at your sole risk and R-Pay will not be responsible or liable for any damages losses and actions which may arise out of or in connection with the linking of the website. It is advisable for you to read the privacy policy statements (if any) of any websites which are linked to this page.
Exclusion Of Liability
R-Pay shall in no event be liable for any loss or damages howsoever arising whether in contract, tort, negligence, strict liability or any other basis, including without limitation, direct or indirect, special, incidental, consequential or punitive damages, or loss profits or savings arising in connection with your access or use or the inability to access or use this page (or any third party link to or from this page), reliance on the information contained in the page, any technical, hardware or software failure of any kind, the interruption, error, omission, delay in operation, computer viruses, or otherwise. This exclusion clause shall take effect to the fullest extent permitted by law.
Indemnity
You hereby irrevocably and unconditionally agree to indemnify and keep indemnified R-Pay from all actions, liabilities, claims, losses, expenses and damages, including any legal fees that may be incurred by R-Pay in connection with or arising from:
- your use or misuse of this page and the service(s) provided herein,
- or your breach of these terms howsoever occasioned,
- or any intellectual property right or proprietary right infringement claim made by a third party against R-Pay in connection with your unauthorised use of such intellectual property rights on this page.
Taxes
It is your responsibility to determine, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect or remit the correct tax to the appropriate tax authority. We are not responsible to determine, collect or remit the applicable taxes from any transaction unless stated otherwise. All fees related to our services are excluding any taxes or other deductions, unless stated otherwise. Any deduction or payment for any taxes is your sole responsibility.
General
These terms and conditions are governed by and are to be construed in accordance with the laws of Malaysia. By accessing this page and using R-Pay Services, you hereby consent to the exclusive jurisdiction of the Malaysian courts in Kuala Lumpur, Malaysia in all disputes arising out of or relating to the use of this page.
R-Pay makes no representation that the materials, information, functions and/or services provided on this page are appropriate or available for use in jurisdictions other than Malaysia.
Disputes (Consumers)
When you buy something from a Merchant who accepts payments by utilizing R-Pay Services, you are agreeable to all terms applicable to the Merchant and the dispute resolution process set by R-Pay. If you have a dispute regarding any transaction conducted with your chosen payment method(s), please email the dispute claim to R-Pay and the merchant involved. If you are unable to resolve a transaction-related issue directly with the Merchant, you may reach out to R-Pay at [email protected]. R-Pay will assist you in reaching out to the merchant on a best-effort basis. R-Pay shall not be held liable for any loss or damages howsoever arising from unresolved disputes between you and the merchant(s) or the financial institution(s).