Terms of Service

TERMS AND CONDITIONS
Last updated: 30th June 2020

This Merchant Terms and Conditions  ("agreement") is a legal and binding agreement between you and UPayMe. PLEASE READ IT CAREFULLY.

BY SUBMITTING YOUR MERCHANT APPLICATION FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND FULLY UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PRIVACY NOTICE AND ALL DOCUMENTS INCORPORATED BY REFERENCE UPON THE APPROVAL OF YOUR APPLICATION BY US, THE APPROVAL OF WHICH IS AT OUR SOLE AND ABSOLUTE DISCRETION.

The following terms and conditions govern your use of the UPayMe application (hereinafter referred to as “App”) operated by I-SERVE PAYMENT GATEWAY SDN BHD (Company No. 1128417-K) (hereinafter referred to as “UPayMe” or “i-Serve” or “us” or “we” or “our”), a company incorporated in Malaysia with its registered office at Unit 20-05 Level 20, Q Sentral, 2A Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur 50470 W.P. Kuala Lumpur to the merchant(s) approved by us under this Agreement (hereinafter referred to as "Merchant", "you" and "your").

Merchant and UPayMe are collectively referred to as “Parties” and separately as “Party”.

WHEREAS:

A. UPayMe is a payment service provider operating and facilitating an online bill payment system (“Service”) which allows end customers to make payments using UPayMe for services provided by the Merchant.

B.  Merchant wishes to accept payments from UPayMe Customers, for services provided from the Merchant in accordance with this Agreement.

PARTIES HEREBY AGREE TO THE BELOW TERMS:

  1. UPAYME SERVICES

    1. In consideration of the mutual promises and undertakings, UPayMe agrees to provide Services to the Merchant in accordance with this Agreement.
    2. Upon the creation of an account by the Merchant, UPayMe shall make available to the Merchant the UPayMe App and a login name and password will be generated, in order to enable the Merchant to: accept payments for the Services sold and/or provided by the Merchant by using the Services.
    3. Merchant acknowledges that UPayMe acts as an intermediary and enables the Customers to make payment, by credit card, debit card or online banking. Customer Charges to be charged by Merchant shall be inclusive of all taxes and miscellaneous charges and shall be uniform to all Customers. All Transaction shall be drawn in Ringgit Malaysia only.
    4. UPayMe may undertake scheduled maintenance and/or emergency maintenance of the UPayMe App from time to time and UpayMe will use reasonable endeavour to notify the Merchant of the same. UPayMe shall not be liable for any losses incurred by the Merchant arising from UPayMe’s performance of maintenance under this Section.
    5. UPayMe disclaims all warranties, express or implied, written or oral, including but not limited to warranties:-
      1. of merchantability and/or fitness for a particular purpose; and
      2. that Service and Apps will be available at all times and that it would be uninterrupted and virus/malware/error free.

  2. PAYMENT OF SETTLEMENT

    1. UPayMe shall remit the settlement to the Merchant on the following settlement period as set out below:
      1. Local debit card/credit card/FPX: T+2
      2. Foreign debit card/credit card: T+3
      3. Foreign Currencies: T+4
    2. Settlement day shall be any day except Saturday, Sunday and Public Holiday.
    3. Any Settlement made after 22.00p.m. shall be contemplated as Next Day.
    4. UPayMe will remit all Settlement to the Merchant’s Designated Bank Account in Malaysia Ringgit (MYR).
    5. Different charges will be incurred to Merchant for each different payment mode.
    6. UPayMe will only make settlement to Merchant after receiving confirmation from the bank.
    7. It shall be the Merchant’s responsibility to ensure that the details of the Merchant’s Designated Bank provided to UPayMe remain accurate and correct throughout the Term of this Agreement and should keep UPayMe updated if there are any changes. UPayMe shall not be held liable should the Settlement or any monies are being remitted to a wrong account if the Merchant fails to comply with this clause.
    8. UPayMe shall not be held responsible on the delay of the settlement period in any event if the settlement process has been disrupted or interrupted by technical issues or due to matters beyond UPayMe’s control.

  3. TRANSACTION LIMIT (*Applicable to social media merchants only)

    1. The Monthly Transaction Limit is set at an amount of Ringgit Malaysia One Hundred Thousand (RM100,000.00) only.
    2. The imposition of the Monthly Transaction limit is to avoid any fraudulent, illegal or unlawful transactions including but not limited to breaches of regulation and guidelines under the Financial Services Act 2013 and the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.

  4. SUSPICIOUS AND DISPUTED TRANSACTION

    1. The Merchant shall provide Services to the Customer only upon confirmation of the Transaction by UPayMe.
    2. UPayMe shall not be responsible for any Suspicious and Disputed Transactions that may arise between the Merchant and Customer.
    3. All Suspicious and Disputed Transaction shall be the sole liability of the Merchant.
    4. UPayMe shall not under any obligation or responsibility to investigate any Suspicious and Disputed Transaction.
    5. Where UPayMe is notified of any invalid or Suspicious and Disputed Transactions, UPayMe will notify the Merchant of the same by email, fax or letter and where possible accompanied by an explanation of the reason for it. UPayMe will classify the Transaction as disputed and debit it back to Merchant.
    6. The Merchant agrees to investigate Suspicious and Disputed Transactions and take all reasonable steps to resolve disputes with Customers within fourteen (14) days and follow the procedures for handling Suspicious and Disputed Transactions which UPayMe advises from time to time. UPayMe shall have the right to suspend the processing of such Transaction or withhold the Settlement to the Merchant of the amount of such Transaction until the satisfactory completion of any investigation.
    7. A Transaction may be regarded as invalid by UPayMe if:
      1. the Transaction was declined for any reason but the same was processed by the Merchant;
      2. it is for any reason incomplete unlawful and unenforceable;
      3. the Transaction found to be a duplicate transaction; or
      4. it is not processed.
    8. In the event of any potential future payment disputes, Refunds or any amount in respect of Merchant charges, UPayMe may also hold proceed of Settlement in reserve in an amount adequate to offset such disputed, refunded or any amounts plus any costs associated with the collection thereof, including without limitation, attorney’s fees and expenses. UPayMe reserves the right to claim the payment from Merchant if the reserve amount is inadequate to offset such disputed, refunded or any amount without prior notification.
    9. The Merchant shall resolve any disputes, claims or complaints the Merchant may have received from the Customer in respect of any Transaction using UPayMe. UPayMe shall not be held liable in any manner whatsoever in the event there is a dispute between the Merchant and the Customer in relation to the Transaction including but not limited to the quality of the Services or overcharging unless it can be reasonably shown by the Merchant that such dispute arose, directly or indirectly, from the gross negligence, fraudulent act, material default or breach, material errors and/or omissions by UPayMe in the provision of Service under this Agreement.
    10. In the event the Suspicious and Disputed transaction has been resolved by the Merchant, Merchant needs to provide the sales record or proof of trade, delivery of goods/services and receipt of payments such as tax invoice, shipping slip, receipt, etc, as proof in any disputes happen thereafter. If UPayMe desires to verify the Merchant’s transactions, the Merchant agrees to provide UPayMe with all relevant information and documents immediately or within a specified period. The Merchant also agrees to assist UPayMe in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder UPayMe from acquiring such information and documents.

  5. REFUND

    1. Where the Customer made payment via the App and thereafter request for a refund. If the Merchant agrees to such refund:-
      1. on the same day when the relevant Transaction took place (the “Transaction Day”), the Merchant shall then be responsible for the refund to such Customer; and
      2. after the Transaction Day, the Merchant shall refund the Customer via online banking or voucher or such other way as may be determined by the Merchant. For the avoidance of doubt, UPayMe is entitled to retain the relevant Service Charges and Bank Charges.
    2. UPayMe shall not be responsible on any refund requests without the proper refund submission made by the Customer.
    3. The Merchant will only entitle for a full refund inclusive of MDR Charges where the system error are occurred by UPayMe and for non-error system the amount of refund will exclude MDR Charges.
    4. UPayMe shall refund within 3-5 working days upon receiving the completed refund submission from Customer and/or the Merchant.
    5. UPayMe shall not be responsible in any manner whatsoever for any losses, claims, damages, costs and expenses incurred by the Customer and/or the Merchant arising from the Refund.
    6. The Merchant shall keep UPayMe fully indemnified from all liability, losses, damages, cost and expense incurred by UPayMe arising out of or in connection with the misuse of the same.

  6. NON-ACCEPTABLE USE

    You agree not to engage or use the Services:

    1. For sending money to yourself or for any purpose of cash advance to your personal or any associated business accounts.
    2. For money laundering and financing terrorism;
    3. To provide yourself or any other person with a cash advance.
    4. For payments such as mortgages and personal loan
    5. on behalf of another party unless authorized by that party;
    6. for purpose other than paying for any good or services availed;
    7. other than for legitimate payment purposes
    8. for gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
    9. other goods and services subject to government regulation.
    10. sending or receiving potentially fraudulent funds;
    11. for submitting any inaccurate information, committing fraud or falsifying information in connection with your account or in order to create multiple accounts and to provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third-party delegates
    12. for attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access
    13. for attempting to scan, or test the security or configuration of the Site or to breach security or authentication measures without proper authorization;
    14. for tampering or interfering with the proper functioning of any part, page or area of the Site and any and all functions and services provided by us
    15. for attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “imitation, by means of submitting a virus to our Site, or
    16. for disseminating or transmitting material that, to a reasonable person, may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious
    17. for taking any action that may cause us to lose any of our services from our internet service providers, our Payment Processor or other suppliers
    18. To infringe our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy or disseminating, storing or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person
    19. For using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to directly or indirectly compete with or disrupt our activities
    20. For reselling or repurposing your access to the Site or any purchases made through the Site
    21. For using the Site or any of its resources to solicit other Users, business partners of our company or such other parties to become users or partners of other online or offline services directly or indirectly compete or disrupt or potentially compete or disrupt with us, including without limitation, aggregating current or previously offered service offerings
    22. For using any User or third-party information from the Site for any commercial purpose, including, but not limited to, marketing
    23. For accessing, monitoring or copying any content or information from this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permissions
    24. For violating the restrictions in any robot exclusion headers on this Site or bypassing or circumventing other measures employed to prevent or limit access to this Site
    25. For taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion)
    26. For aggregating any live or post feature content or other information from the Site (whether using links or other technical means or physical records associated with Transactions made through this Site) with material from other sites or on a secondary site without our express written permission) deep linking to any portion of this Site without our express written permission;
    27. For acting illegally or maliciously against the business interests or reputation of our company or the Site and/or the Service;
    28. For engaging in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement
    29. For intentionally or unintentionally violate any applicable law, statute, ordinance, regulation, rule or code, including, but not limited to, any regulations, rules, notices, instructions or directives of any regulatory body or authority, governmental agency or national or other securities exchange

  7. EXCLUSION OF LIABILITY

    1. Otherwise as expressly stated in this Agreement, in no event shall either Party be liable to the other Party or any other third party for loss of profits, loss of business, exemplary, incidental, indirect, special, punitive or consequential damages of any kind arising out of this Agreement.
    2. UPayMe shall not be liable to the Merchant in contract, tort or otherwise howsoever arising out of or in connection with this Agreement save and except for the Settlement which is due and payable to the Merchant in accordance with this Agreement.
    3. No terms and conditions of this Agreement shall benefit or create any right or cause of action in or on behalf of any person or entity other than UPayMe and the Merchant. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or losses whether in contract, statute, tort (including, without limitation, negligence), or otherwise.

  8. INDEMNITY

    1. The Merchant shall fully indemnify UPayMe for all losses, damages, claims, cost and expenses in respect of or in connection with any and all actions, suits, claims, demands and/or proceedings brought against UPayMe with respect to, in connection with or resulting from:
      1. breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement; and
      2. any claim brought by a Customer with respect to the Products and/or Services provided by the Merchant (including Refund).

  9. VIOLATIONS BY THE MERCHANT

    1. The Merchant shall not engage in any of the following behaviour:
      1. attempts to tamper, hack, reverse-engineer, modify or otherwise corrupt the security or functionality of UPayMe’s platform or the App;
      2. using the Service for money laundering activities;
      3. using the Service for any unlawful, illegal and/or immoral activities and/or purposes, including but not limited to violation of the laws of Malaysia and/or Bank Negara Malaysia’s rules; and
      4. manipulate or exploit UPayMe’s activities, Services or App (where applicable) in anyway which UPayMe may deem as improper, irregular or dishonest.
      5. any businesses/services related to:
        · firearms/weapons
        · ammunition
        · drugs, drug paraphernalia and drug test circumvention aids;
        · fireworks and hazardous materials
        · miracle cures
        · local and foreign currencies
        · pornography and adult content
        · escort services
        · sexually oriented materials or services
        · gambling/online casino
        · counterfeit and replica goods
        · items or downloads which infringe or violate copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of jurisdiction
        · tobacco / Cigar / Electronic Cigarette / Nicotine content products
        · counterfeit tobacco products (e.g. cigarettes, cigars)
        · alcohol

  10. ADVERTISING AND PROMOTION

    1. The Merchant shall honour all the promotional/advertising schemes which may be introduced by UPayMe.
    2. Unless otherwise expressly specified by UPayMe in writing, the Merchant shall procure all marketing and promotional materials directly from UPayMe.
    3. In the event the Merchant decides to produce its own materials in promoting Services, all uses of UPayMe’s Intellectual Property Rights, including without limitation its logo and brand name shall be subject to i-Serve ’s written approval. The Merchant shall send copies of all materials which contain uses of i-Serve’s Intellectual Property Rights to i-Serve in advance of their use at the e-mail address indicated in this Agreement.
    4. Upon UPayMe’s request, the Merchant shall display prominently at its premises, UPayMe’s brochures and/or other publicity material provided to it by UPayMe.
    5. UPayMe or its agents shall at all reasonable times have the right to entry and inspect the retail outlet or trading premises of the Merchant (if applicable).
    6. The Merchant hereby agrees that UPayMe may from time to time, display the Merchant’s logo, branding (including any marks and/or images available on public domains) on its platform without further approval from the Merchant and the Merchant shall indemnify UPayMe against all actions, proceedings, costs, claims, demands, loss, damages, liabilities and expenses howsoever incurred, suffered, paid or payable by UPayMe in anyway arising from such usage

  11. MERCHANT’S COVENANTS, REPRESENTATIONS AND WARRANTIES

    1. Merchant hereby covenants, represents and warrants that:
      1. it has the full authority and power to enter into, execute and deliver this Agreement and to carry out and perform the services contemplated under this Agreement;
      2. the execution by Merchant of this Agreement constitutes legal, valid and binding obligations on the Merchant;
      3. the execution, delivery and performance of this Agreement will not violate any order, judgment or decree against or binding upon Merchant; 
      4. it shall comply with all applicable consumer, personal data protection and other laws and regulations with respect to:
        (i) its use of Service;
        (ii) its dealings with the Customers; and
        (iii) its processing, use and disclosure of the Customers’ data;
      5. it shall ensure the safety and confidentiality of its login name and password and shall keep UPayMe fully indemnified from all liability, losses, damages, cost and expense incurred by UPayMe arising out of or in connection with the misuse of the same. The Merchant shall immediately notify UPayMe upon learning of any unauthorized use of its login name and/or password;
      6. it shall observes the guidelines, procedure or such other updates as provided by UPayMe from time to time during the term of this Agreement;
      7. it shall install any updates, fixes and patches whenever they are made available or notified of its availability by UPayMe;
      8. it has the full right and/or authority to offer the applicable Services and shall at its own cost obtain and maintain the necessary licenses and approvals from the government or any regulatory body for the provision of such Services and performance of its obligations under this Agreement;
      9. it shall at all times, display the logo and other such trademarks of UPayMe that may be mutually agreed at the retail outlet or trading platform of the Merchant;
      10. it shall provide UPayMe the information as required by UPayMe at the time it desires to become the Merchant of UPayMe;
      11. it shall not conduct any unlawful or illegal transactions using the Services;
      12. it shall immediately report to UPayMe upon the discovery of any fraud, theft, loss, unauthorized usage or any other occurrence of unlawful or illegal acts in relation to the Service and/or their respective use. The Merchant agrees to lodge a police report whenever instructed by UPayMe and to give UPayMe a certified copy of such report;
      13. it shall cooperate with UPayMe and provide all Transaction related details required by any government or regulatory body;
      14. it shall not charge the Customer any additional fee or charges in addition to the Customer Charges other than goods and service tax imposed by law;
      15. it shall keep proper account and correct copies of all documents/records relating to the Transactions and UPayMe shall be allowed at any reasonable time to inspect or take copies of all such documents and shall preserve such documents and records for a period of at least two years from the transaction date;
      16. it shall not use the Service in any manner and/or engage in any activities which is prejudicial to UPayMe and/or in any manner which would bring disrepute to UPayMe, all of which shall be determined based on UPayMe’s opinion;
      17. it shall ensure that the account registered by the Merchant the App remains personal to itself and it shall not register an account on behalf of any third party or in anyway transfer/assign the account to any third party without UPayMe’s prior written consent;
      18. it shall not use the Services in any manner dishonestly or in bad faith or with malicious intent, in UPayMe’s opinion.

  12. CONFIDENTIALITY

    1. All Confidential Information disclosed or communicated by UPayMe to the Merchant or obtained by the Merchant from UPayMe in connection with this Agreement including but not limited to the business and operations of UPayMe and the terms of this Agreement shall be treated as Confidential Information unless the information:-
      1. is or becomes publicly available through no fault of the Merchant;
      2. which the Merchant can prove was in its possession or known to it prior to its receipt from UPayMe; 
      3. is or was rightfully received by the Merchant from a third party without a duty of confidentiality being owed by the Merchant to the third party, except where the Merchant has knowledge that the third party has obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to UPayMe; or 
      4. was independently developed by the Merchant without the use of the Confidential Information.
    2. The Confidential Information shall be held in strict confidence by the Merchant, using no lesser security measures and degree of care as it uses to protect its own Confidential Information. In any event, the security measures and the degree of care it uses shall, as a minimum, comply with the standards imposed by the applicable laws including the Personal Data Protection Act 2010. The Merchant shall further ensure that the Confidential Information is secured from unauthorised access from internal and external parties and that all Confidential Information used, stored and/or processed shall be free from virus, malware or other malicious codes.
    3. The Confidential Information shall only be used, copied, reproduced, distributed or disclosed by the Merchant strictly for the purposes contemplated under this Agreement only. The Confidential Information may, however, be disclosed:
      1. to its employees or its legal and financial advisers strictly on a need to know basis to implement or perform this Agreement only provided its employees and advisers are subject to and maintain the confidentiality obligation under this Agreement and the Merchant shall indemnify UPayMe for any damages, losses, cost and expenses suffered or incurred by UPayMe arising out of or in connection with any breaches thereof by its employees and advisers; and/or 
      2. if its disclosure becomes mandatory pursuant to any laws or any acts of authority or rules of any stock exchange, or is for the purposes of court proceedings.
    4. Where the Merchant is required to disclose any Confidential Information pursuant to any laws or any acts of authority or rules of any stock exchange, or is for the purposes of court proceedings, the Merchant:
      1. shall where practicable and lawful give twenty four (24) hours’ notice to UPayMe that it is required to disclose the Confidential Information so that UPayMe has an opportunity to protect the confidentiality of its Confidential Information; and 
      2. provides UPayMe with a copy of the Confidential Information that the Merchant is to disclose.
    5. Upon the expiry or termination of this Agreement, the Merchant shall promptly return to UPayMe or, where instructed, destroy Confidential Information of UPayMe and immediately cease using all Confidential Information. Where required by UPayMe, the Merchant shall provide to UPayMe a written undertaking confirming that it has fully complied with the requirements of this Section and that it is not in possession or control of any of UPayMe’s Confidential Information.
    6. The Merchant shall ensure that each of its personnel strictly complies with the obligations under this Section 10.
    7. The Parties therefore agree that the UPayMe shall be entitled to obtain injunctive relief, or any other restraining or any other appropriate order against the Merchant in the event of any threat or disclosure of Confidential Information.
    8. The obligations of the Merchant in this Section 10 shall survive for a period of five (5) years after the termination or expiry of this Agreement.

  13. INTELLECTUAL PROPERTY RIGHTS

    1. The Merchant acknowledges that the copyright, designs, trademarks and other Intellectual Property Rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, logos, widgets, documents and/or any materials provided by UPayMe (“Intellectual Property Rights (IPR)”) are the sole and exclusive property of UPayMe and/or its licensors.
    2. The Merchant may utilise the IPR strictly in accordance with the instruction and guidelines of UPayMe issued and/or communicated by UPayMe from time to time and solely for the activities contemplated in this Agreement only.
    3. The Merchant further agrees and undertakes that save as expressly permitted in this Agreement it shall not without UPayMe’s prior written consent:
      1. reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of IPR; and
      2. create or use derivative works from IPR.

  14. SUSPENSION OR TERMINATION OF MERCHANT’S ACCOUNT

    1. UPayMe shall be entitled, without any liability to the Merchant, to immediately suspend the Service (including withholding any Settlement to the Merchant) by written notice to the Merchant if, in the sole and absolute opinion of UPayMe that the Merchant has breached any warranty, terms and conditions of this Agreement; and
    2. The issuance of such suspension notice shall not in any way prejudice or prevent UPayMe from exercising its rights to terminate this Agreement under this section with respect to the same breach and/or event.
    3. Without prejudice to any other rights of the Parties under this Agreement or at law, this Agreement may be terminated:
      1. immediately by either Party without any liability whatsoever to UPayMe where:
        (i) the provision of the Services or any part thereof shall become unlawful under any laws in Malaysia; or
        (ii) UPayMe’s license and/or approval under the relevant legislation which is necessary to provide the Service is suspended, revoked or terminated and another license of that type is not immediately granted or issued to UPayMe; or
      2. by a Party by giving written notice where:
        (i) the other Party is in material breach of any warranty, terms and conditions of this Agreement and such breach is incapable of being remedied or where capable of remedy, is not remedied within thirty (30) days of receipt of notice in writing by the non-defaulting Party specifying the nature of the breach;
        (ii) an order is made or an effective resolution is passed for the reconstruction, amalgamation of the other Party under Sections 366 – 368 the Companies Act 2016 or any other similar action or proceeding under any other law and the order or resolution is not withdrawn, revoked or annulled within a period of ninety (90) days from the date of the order or resolution;
        (iii) an order is made or an effective resolution is passed for winding up or dissolution of the other Party and the order or resolution is not withdrawn, revoked or annulled within a period of ninety (90) days from the date of the order or resolution;
        (iv) a receiver, receiver and manager, official manager, provisional liquidator, liquidator, or like official is appointed over the whole or a substantial part of the undertaking and property of the other Party and such appointment is not withdrawn, revoked or annulled within a period of ninety (90) days from the date of such appointment;
        (v) a holder of an encumbrance takes possession of the whole or any substantial part of the undertaking and property of the other Party and such action is not withdrawn, invalidated or reversed within a period of ninety (90) days from the date of such appointment; or
        (vi) the other Party ceases its business; or
      3. by UPayMe by giving written notice where:
        (i) the Merchant is unable to justify the occurrence of a downtime and not being able to resolve the problem within reasonable timeline stipulated by UPayMe;
        (ii) the Merchant is in breach of any acts, statutes, laws, by-laws, rules and/or regulations imposed by any party, regulatory body, or government agency.
    4. Notwithstanding anything to the contrary, UPayMe may terminate this Agreement, without any liability whatsoever to the Merchant, and without assigning any reason whatsoever, by giving thirty (30) days written notice to the Merchant.

  15. EFFECT OF TERMINATION

    1. The termination or expiry of this Agreement, in whole or in part, does not operate as a waiver of any breach by a Party of any of its provisions and is without prejudice to any rights, liabilities or obligations of any Party which have accrued up to the date of termination or expiry including the right of indemnity.
    2. On termination or expiry of this Agreement by either Party for any reason:
      1. All amounts accrued and payable shall become immediately due and payable. UPayMe shall remit all monies to Merchant less any monies, damages, cost and expenses due to UPayMe to Merchant’s Designated Bank Account.
      2. The Merchant shall forthwith return to the UPayMe such equipment, originals and any copy of any software, books, documents, records, papers and materials of UPayMe in its possession.
      3. The Merchant shall immediately cease holding itself out as a Merchant to UPayMe and shall immediately cease using the Service, trademark and remove all signs, names, insignia, advertisements and/or any other material which identifies it as part of the network of UPayMe and shall return to UPayMe all literature and other material relating to UPayMe in its possession.

  16. AMENDMENT AND MODIFICATION OF TERMS AND CONDITIONS

    1. UPayMe reserves the right at its absolute discretion, from time to time, to vary, add to, delete or otherwise amend these Terms and Conditions or any part thereof immediately of such changes, additions, or deletions. Your continued use of the Service after the effective date of any variation, addition, deletion or amendments to these Terms and Conditions shall constitute your unconditional acceptance of such variation, addition, deletion or amendments. You are advised to visit the App from time to time to keep updated of the latest variation to these Terms and Conditions.

  17. NOTICES

    1. All notices including but not limited to any complaints which are required to be given hereunder shall be in writing and shall be sent to us at:-
      I-Serve Payment Gateway Sdn Bhd
      No. 2-2, 2-3, Jalan USJ 9/5P,
      Subang Business Centre, Subang Jaya,
      47260 Selangor.

  18. FORCE MAJEURE

    1. We shall not be liable to you for any failure or delay in providing the services on UPayMe arising from an act of God, insurrection or civil disorder, military operations or act of terrorism, all emergency, acts or omission of Government, or any competent authority, labour trouble or industrial disputes of any kind, fire, lightning, subsidence, explosion, floods, acts or omission of persons or bodies for whom UPayMe has no control over or any cause outside UPayMe’s reasonable control.
    2. The Service may occasionally be affected by interference caused by objects beyond UPayMe’s control such as buildings, underpasses and weather conditions, electromagnetic interference, equipment failure or congestion in the Payment System. In the event of such interference, UPayMe shall not be responsible for any liability to use or access the Service, interruption or disruption of the Service.

  19. DISPUTE RESOLUTION

    1. In the event that there is any dispute or claim arising out of or in connection with this Agreement or the interpretation of this Agreement (“Dispute”), either party may issue a written notice (“Dispute Notice”) to the other Party stating the nature of the Dispute and requesting that the authorised representatives of each Party resolve the Dispute. If the authorised representatives of the Parties are not able to resolve the Dispute after a period of thirty (30) days from the date the Dispute Notice or such other extended period as may be mutually agreed between the Parties, then the Parties will attempt to settle the Dispute by mediation which shall take place in accordance with the Kuala Lumpur Regional Centre for Arbitration Mediation Rules for the time being in force The mediation shall start not later than thirty (30) days after the appointment of the mediator. Provided that the right to issue proceedings is not prejudiced by a delay, no Party shall commence arbitration or court proceedings in relation to any Dispute until the following:
      1. it has attempted to settle the Dispute by mediation and no settlement is reached within sixty (60) days after the commencement of the mediation or such other extended period as may be agreed by the Parties; or
      2. the mediation is terminated or brought to an end without the Parties reaching a settlement on the Dispute. Where mediation is not successful, then either Party may refer the Dispute to arbitration in accordance with the rules of the Arbitration Act 2005 for the time being in force.
    2. The arbitration proceedings shall be conducted in English and the seat and place of arbitration shall be Kuala Lumpur, Malaysia.
    3. There shall be a single arbitrator to be mutually agreed in writing by the Parties and if the Parties fail to agree within thirty (30) days from the date the Dispute is referred to arbitration, the arbitrator shall be appointed by the Director of the Kuala Lumpur Regional Centre for Arbitration
    4. Recognition and enforcement of the arbitration award may be rendered in any court of competent jurisdiction, as the case may be.
    5. The Parties agree that the arbitration award shall be final and binding on the Parties.
    6. No Party or person involved in any way in the creation, coordination or operation of the arbitration of any Dispute may disclose the existence, content or results of the Dispute or any arbitration conducted under this Agreement in relation to that Dispute unless the same is required by law or rules of any stock exchange.

  20. GENERAL

    1. Nothing in this Agreement shall be construed as to create the relationship of employer-employee, partners, collaborators, joint-venture or principal-agent between the Parties hereto. The Parties shall be independent contractors and neither Party shall bind the other by its acts, deeds or omissions.
    2. This Agreement supersedes all previous negotiations, writings, commitments or agreements, either oral or written, between the Parties hereto.
    3. This Agreement shall be binding on and shall enure for the benefit of each of the Parties’ successors. The Merchant shall not assign nor transfer any of its rights, benefits or obligations under this Agreement save with the prior written consent of UPayMe.
    4. The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision of this Agreement.
    5. Failure or delay on part of either Party to enforce any provision(s) of this Agreement at any point of time shall not be construed to be a waiver by such Party of such rights thereafter to enforce each and every provision of this Agreement.
    6. This Agreement shall be governed by and construed in all respects in accordance with the laws of Malaysia.

  1. GENERAL

    1. The following terms and conditions govern your use of the UPayMe application (hereinafter referred to as “App”) which provides online bill payment services (hereinafter referred to as “Services”) operated by i-Serve Payment Gateway Sdn Bhd (Company No. 1128417-K) (hereinafter referred to as “UPayMe” or “i-Serve” or “us” or “we” or “our”).
    2. By using the services provided via UPayMe, you agree to be bound by and comply with the following terms and conditions (as amended and/or revised from time to time at the sole and absolute discretion of i-Serve without giving any explanation and/or reason) stated below. Your use and activation of the Services upon activation has acknowledge that you have read and fully understood these Terms and Conditions prior to your access to and use of the Service. Please note that the headings in these terms and conditions are inserted for convenience and shall not affect and/or to be taken into consideration in interpreting and constructing these terms and conditions.
    3. We reserve our right at all time to change, withdraw, amend and/or suspend the service we provide via UPayMe without prior notice or giving any reason or incurring any liability to you.
    4. Any person that you allow to access the Service using your Account shall also be bound by these Terms and Conditions. If you do not accept these Terms and Conditions, please do not continue with the registration process or Activation or use of this Service.

  2. UPAYME AND THE SERVICES

    1. UPayMe is operated by i-Serve to provide including but not limited to online bill payment services. The Service is made available to you by i-Serve at its sole and absolute discretion to enable you to perform the payment transactions.
    2. To use the Services, you need to create an Account on the App and provide the requested information including but not limited to your full name, NRIC number, mobile phone number, email address or other similar identification properties.
    3. By registering for an account, you warrant and represent that you have attained 18 years of age or above.
    4. You may only use the Services once your Account has been activated and your use of the App and the Services shall be strictly in accordance with these Terms and Conditions.
    5. You represent and warrant that all information provided to us towards your Account is true, accurate and complete, and you agree to provide us with up-to-date information of yourself including such identification, verification or other documentation as we, or other lawful authorities may request from time to time. We have the right to reject your application on the Account without the need to provide any reason.
    6. You shall at all times be solely responsible to keep confidential and safeguard your Account details. You shall not disclose your login details, username and password to any person or third party. You shall be solely responsible and liable for any use or misuse of your Account and all activities that occur under your Account.
    7. By registering the Account, you authorise UPayMe to rely and act upon all communications and instructions given by you. Any transaction entered into between you and such third parties’ products and/or Services shall be subjected to any terms and conditions which may be stipulated by such third parties. Any such transactions are entered at your own risk and you acknowledge and agree that i-Serve shall not take any responsibility and/or liability for the products and/or services offered by the third parties to you. UPayMe shall not be responsible for the refusal of payment transaction made by you through the use of the Service.
    8. The record of all Transactions authenticated through the prescribed method shall be binding and conclusive evidence of your Transactions. Any information, instructions and/or confirmation sent from the Mobile Device via the Account shall be deemed to have been issued by you notwithstanding that such information, instructions and/or confirmation may have been issued by a third party, whether authorised or otherwise, UPayMe shall deem that the Services has been accessed legitimately and the Transactions conducted shall be valid. UPayMe shall not entertain any request to reserve any wrongful Transactions authenticated through the prescribed method.
    9. UPayMe does not make any warranty, representations and/or undertaking that the Services provided on UPayMe would be compatible, available and/or error-free at all time with your Mobile Device.
    10. UPayMe does not warrant that the data on UPayMe will not be compromised in the event of malicious cyber-attack(s).
    11. UPayMe reserves the right to hold funds or proceeds from transactions by placing them in a “pending” or hold status beyond the normal distribution period. UPayMe may do this in order to mitigate risk related to transactions it considers suspicious.

  3. YOUR RESPONSIBILITY

    1. You shall:
      1. Provide true, accurate, updated and complete information to UPayMe and keep your personal information and/or data, login details, username and password for your Account confidential at all times and shall take all steps to prevent the disclosure of your personal information and/or data. UPayMe shall not be responsible and liable whatsoever and however to you due to any inaccurate or incomplete information and data provided by UPayMe;
      2. Comply with all notice or instructions given by UPayMe from time to time in relation to the use of Service and UPayMe;
      3. Be responsible for all equipment necessary to use the App, and also for the security and integrity of all information and data transmitted, disclosed and/or obtained through the use of the Service and UPayMe;
      4. Be fully responsible for any and all data transmitted or broadcasted by you or any other person from your Mobile Device;
      5. Take all reasonable steps to safeguard and secure the Mobile Device at all times to prevent fraudulent, improper, unauthorised use or illegal use of the Service;
      6. Comply with all applicable laws of Malaysia relating to the Service, including without limitation to the Communication and Multimedia Act 1998, Financial Services Act 2012, Anti Money Laundering Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and their respective subsidiary legislation, which may be amended from time to time;
      7. Report immediately to UPayMe upon the discovery of any fraud, theft, loss, unauthorised usage or any other occurrence of unlawful acts in relation to the Mobile Device and its use; and
      8. Fully indemnify and shall keep UPayMe fully indemnified against any loss, damage, liability, cost or expense, arising from any claims for libel, invasion of privacy, infringement of copyright, patent, breach of confidence or privilege or breach of any law or regulation whatsoever transmitted, received or stored via the Service or part thereof and for all other claims arising out of any act or omission of your or any unauthorised use or exploitation of the Services or part thereof.
    2. You shall not:
      1. use the Service for any purpose which is against public interest, public order or national harmony or for any unlawful purposes including but not limited to vice, gambling, or other criminal purposes whatsoever or transmitting any content which is offensive on moral, religious, communal or political grounds, or is abusive, defamatory or of an indecent, obscene or menacing character or in any other manner which may result in complaints, claims, disputes, penalties or liabilities to UPayMe;
      2. circumvent user authentication or security of any host, network or account (hereinafter referred to as "cracking" or "hacking") nor interfere with service to any user, host or network (hereinafter referred to as "denial of service attacks") or use the Services for any other unlawful or objectionable conduct. Users who violate systems or network security may incur criminal or civil liability, and we will at our absolute discretion fully co-operate with investigations of suspected criminal violations, violation of systems or network security under the leadership of law enforcement or relevant authorities;
      3. hack into, make excessive traffic demands, deliver or forward chain letters, "junk mail" or "spam" of any kind, surveys, contests, pyramid schemes or otherwise engage in any other behaviour intended to inhibit other users from using and enjoying the Services or any other web site, or which is otherwise likely to damage or destroy our reputation or the reputation of any third party;
      4. use, display or mirror our name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
      5. use the Services for any purpose which is against public interest, public order or national harmony;
      6. use, permit or cause to be used the Services improperly or for any activities which breach any laws, regulations, infringe a third party’s rights, or breach any directives, content requirements or codes promulgated by any relevant authority including activities which will require us to take remedial action under any applicable industry code or in a way interferes with other users or defames, harasses, menaces, restricts or inhibits any other use from using or enjoying the Service or the internet; and
      7. directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Products or any digital rights management mechanism, device, or other content protection or access control measure associated with the Services including geo-filtering mechanisms.

  4. PAYMENT METHOD

    1. UPayMe facilitates the processing of your online bill payment. We process payment transactions for your bills, and pass your information, such as your bill/invoice details and payment details, to the merchants responsible for fulfilling your bill payment. You authorize UPayMe to process payment transactions on your behalf and to pass your bill/invoice details and payment details or other information to the merchants responsible for fulfilling your bill payment. You also authorize UPayMe to make adjustments or reversals to your payment method (credit card, debit card or other online banking) in connection with returns, cancellations, reversals, refunds or other adjustments.

  5. DISCLAIMER

    1. This Services is provided on an “as is” and “as available” basis. We disclaim all liability and make no express or implied representation or warranties of any kind in relation to the Services including but not limited to:
      1. availability, accessibility, timeliness and uninterrupted use of the Services; and
      2. sequence, accuracy, completeness, timeliness or the security of any data, information provided to you as part of the Services.
    2. We will use reasonable endeavours to ensure that the Services is secure and cannot be accessed by any unauthorized third parties. We, shall not be liable or responsible to you and / or to any other third party(s) for any costs, loss or damages (whether direct or indirect), or for loss of revenue, loss of profits or any consequential loss whatsoever as a result of your usage of the Services.
    3. We are not responsible for any transactions made through the use of the Services. Any dispute, error and mistake in transactions must be resolved between you and the transacting party.

  6. LIMTITATION OF LIABILITY

    1. In no event, UPayMe or its contractors, agents, licensors, partners or suppliers will be liable to you for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to:
      1. this Terms and Conditions;
      2. the UPayMe Services any reference app/service;
      3. Your use or inability to use the Services or any reference app/service, even if UPayMe or a UPayMe authorized representative has been advised of the possibility of such damages.
    2. In no event, UPayMe’s directors, employees, agents will be liable to you for any damages, liabilities, losses, and causes of action arising out of or relating to:
      1. this Terms and Conditions;
      2. the Services or any reference app/service; or
      3. Your use or inability to use the services or any reference app/service; or
      4. any other interactions with UPayMe, however caused and whether arising in contract, tort including negligence, warranty or otherwise, beyond or in excess of the amount paid by You, if any, for using the portion of the Service giving rise to the cause of action.
    3. You acknowledge and agree that UPayMe has offered its products and services, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and UPayMe, and that the disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and UPayMe. UPayMe would not be able to provide the services to you on an economically reasonable basis without these limitations. Applicable law may not completely allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitations or exclusions will apply to you subject to applicable law. In such cases, UPayMe’s liability will be limited to the fullest extent permitted by applicable law. This paragraph shall survive the termination of this Agreement.

  7. PROPRIETARY RIGHTS

    1. All marks used in respect to the provision of Services are the trademarks of the UPayMe. You acknowledge and agree that the Services and/ or any part thereof, whether presented to you by us, other advertisers or any third party are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. All rights are expressly reserved. You are only allowed to use the Services as set out in the Terms and Conditions, and nothing in this Terms and Conditions or the provision of Services by us or use of the Services by you shall be construed as conferring any license or other transfer of rights to you in respect to any intellectual property of any proprietary rights of UPayMe.

  8. PRIVACY AND DATA PROTECTION

    1. For a complete description of how we use and protect your personal data, you may refer to the Privacy Policy.
    2. By continuing to access the App and using the Services, you are deemed to accept the terms of the Privacy Policy. Please do not use our Services or the App if you object to your personal data being used in the ways described in the Privacy Policy.

  9. INDEMNIFICATION

    1. Without prejudice to other clauses contained herein, you agree to fully indemnify and hold us harmless at all times from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages whatsoever resulting and/or arising from and/or attributable and/or in connection with the use of UPayMe by you and/or to any breach of these terms and conditions by you.
    2. You shall defend and pay all costs, damages, awards, fees (including any legal fees) and judgments awarded against UPayMe arising from the above claims, and shall provide UPayMe with notice of such claims, full authority to defend, compromise or settle such claims, and reasonable assistance necessary to defend such claims, at your sole expense.
    3. For avoidance of doubt, all indemnity clause(s) in this terms and conditions shall survive the termination of the same by any reason.

  10. SUSPENSION, TERMINATION AND CANCELLATION OF ACCOUNT

    1. We reserve the right to restrict, suspend, cancel and/or terminate your UPayMe’s account at any time and without incurring any liability by giving you a notice in writing with immediate effect in the event that:-
      1. You breach any terms and conditions stated herein and/or any applicable laws including but not limited to laws relating to terrorism financing and money laundering;
      2. You use or UPayMe reasonably suspect that you use UPayMe for any unlawful purposes and/or to conduct any unlawful activity including but not limited to fraudulent, money laundering and/or terrorist financing activity;
      3. UPayMe reasonably suspects that the person logged onto UPayMe using your email address, username and password is not you or a person authorized by you or where UPayMe suspects that the access UPayMe’s account is for illegal, fraudulent or unauthorised uses; or
      4. UPayMe reasonably suspects that the information provided by you is misleading and/or false and/or untrue.
    2. UPayMe may reject any payment that is believed to be unauthorized or made by someone other than the account holder, may violate any law, rule or regulation, or if UPayMe has reasonable cause not to honour it.
    3. If any single transaction is investigated and is determined to be fraudulent, UPayMe may terminate the relevant user’s account and such default and fraudulent transaction may be reported to legal authorities.
    4. UPayMe may request more information relating to your use of the Services to seek to identify any non-acceptable use listed above. You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.
    5. If we have reason to believe that you have engaged in any non-acceptable use, UPayMe may in its sole discretion and at any time, take any or all of the following actions:
      1. Close, suspend, or limit your access to your account or the Services;
      2. Not processing your payment until we are satisfied that it’s towards an acceptable use, return, or reclaim funds;
      3. Update inaccurate information you provided to UPayMe;
      4. Refuse to provide Services to you in the future;
      5. Contact your bank or notify other Users, law enforcement, or impacted third parties of your actions;
      6. Take legal action against you.
    6. UPayMe will provide you with notice of any of the above actions. If applicable, UPayMe may request more information regarding your use of the Services to better determine whether any non-acceptable usage has occurred.

  11. AMENDMENT AND MODIFICATION OF TERMS AND CONDITIONS

    1. UPayMe reserves the right at its absolute discretion, from time to time, to vary, add to, delete or otherwise amend these Terms and Conditions or any part thereof immediately of such changes, additions, or deletions. Your continued use of the Service after the effective date of any variation, addition, deletion or amendments to these Terms and Conditions shall constitute your unconditional acceptance of such variation, addition, deletion or amendments. You are advised to visit the UPayMe’s App from time to time to keep updated of the latest variation to these Terms and Conditions.

  12. ASSIGNMENT

    1. You shall not assign or in any other way transfer your rights or obligations under these Terms and Conditions or part thereof. UPayMe may assign these Terms and Conditions in whole or in part to any third party at its discretion.

  13. FORCE MAJEURE

    1. We shall not be liable to you for any failure or delay in providing the services on UPayMe arising from an act of God, insurrection or civil disorder, military operations or act of terrorism, all emergency, acts or omission of Government, or any competent authority, labour trouble or industrial disputes of any kind, fire, lightning, subsidence, explosion, floods, acts or omission of persons or bodies for whom UPayMe has no control over or any cause outside UPayMe’s reasonable control.
    2. The Service may occasionally be affected by interference caused by objects beyond UPayMe’s control such as buildings, underpasses and weather conditions, electromagnetic interference, equipment failure or congestion in the Payment System. In the event of such interference, UPayMe shall not be responsible for any liability to use or access the Service, interruption or disruption of the Service.

  14. NOTICES

    1. All notices including but not limited to any complaints which are required to be given hereunder shall be in writing and shall be sent to us at: -
      I-Serve Payment Gateway Sdn Bhd
      No. 2-2, 2-3, Jalan USJ 9/5P,
      Subang Business Centre, Subang Jaya,
      47260 Selangor.

  15. SEVERABILITY

    1. In the event that any of the terms and conditions shall be void or unenforceable, then the same shall be deemed severable and all other terms and conditions stated herein shall nevertheless remain in full force and effect.

  16. GOVERNING LAW AND JURISDICTION

    1. The terms and conditions stated herein shall be governed and interpreted in accordance with the laws of Malaysia and disputes arising thereof and/or in connection with these terms and conditions shall only be submitted to the exclusive jurisdiction of the Courts of Malaysia.

  17. MISCELLANEOUS

    1. This Agreement constitutes the whole agreement between the parties and supersedes all previous understanding, agreement and arrangement between the parties, and all obligations pursuant to all previous understanding, agreement and arrangement between the parties are hereby terminated and cease to have effect.