1. INTRODUCTION

1.1.  Welcome to the Chip (accessible at https://www.chip-in.asia/) ("Site"). Please read the following Terms of Service carefully before using this Site or opening a Chip account ("Account") for the use of our Services (defined hereinafter) so that you are aware of your legal rights and obligations with respect to Chip In Sdn. Bhd. (Company No.: 202201010914 (1456611H))and its affiliates and subsidiaries (individually and collectively, "CHIP", "we", "us" or "our").

1.2.  Before using our Services (defined hereinafter), you must read and accept all of the terms and conditions in, and linked to, our Terms of Service. In addition, you must consent to the processing of your personal data as described in the Privacy Policy linked hereto.

1.3.  Chip reserves the right to change, modify, suspend or discontinue all or any part of our Site or Services at any time or upon notice as required by local laws. Chip may release certain services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Chip may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.

1.4.  Chip reserves the right to refuse to provide you access to our Site or Services or to allow you to open an Account with us for any reason.

BY USING CHIP’S SERVICES OR OPENING AN ACCOUNT WITH CHIP, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE.

2. OUR SERVICES

2.1. The "Services" we provide or make available include:

1. a. our Site;
2. b. our System;
3. c. our Community Platform;
4. d. the payment gateway solutions to be integrated into your Website;
5. e. the processing of Online Payment(s) made by your Customers for the purchase of your goods and/or services on your Website through our System for any Transactions;
6. f. the processing of Offline Payment(s) made by your Customer for the purchase of your goods and/or services at your outlet through the use of Terminal for any Transactions;
7. g. our expense and treasury management services;
8. h. our data analytics services;
9. i. services related to settlement to you with respect to such Transaction and the routing of Transactions by us for authorization, clearing and/or settlement purposes directly with the relevant Payment Scheme or via the Third Party Payment Partner; and
10. j. all other services, software, and mobile application that we may offer from time to time.

2.2. This Terms of Service shall govern your use of our Services.

2.3.  Any new features added to or augmenting the Services and any software provided by us to you as part of the Services is subject to the Terms of Service. We reserve all rights to the software not expressly granted by us hereunder.

2.4.  For the avoidance of doubt, any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by us.

2.5. For clarification purposes, when providing our Services, we are not to be construed as owing any fiduciary duty to you in respect of the payments made by your Customers through our System.

3. DATA PRIVACY

3.1.  Your privacy is very important to us at Chip. To better protect your rights, we have provided our Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how Chip collects and uses the information associated with your Account and/or your use of our Services. By using the Services or providing information to us, you consent to Chip’s collection, use, disclosure and/or processing of your personal data and User Information as described in the Privacy Policy. Please read the Privacy Policy carefully to better understand your legal rights and obligations in respect of data privacy.

3.2.  When we process your Personal Data, we will do so in accordance with the Personal Data Protection Act 2010 (“PDPA”). Personal Data shall have the meaning as set out under the PDPA. We will only process Personal Data received from you for the purpose of and in connection with this Terms of Service and shall not further process the Personal Data in any manner incompatible with that purpose.

4. ONBOARDING, ACCOUNT AND SECURITY

4.1.  You will be able to access our Services through our Site by registering as an organisation representative (acknowledgement from your organisation is required to confirm your authority to act for your organisation). You will then be required to register for an Account by selecting a unique user identification ("User ID") and password, and by providing certain personal information.

4.2.  In addition, you will be (and continue to be) subjected to our customer due diligence and know your customer (“KYC”) procedure before we may onboard you or continue to provide our Services to you. In connection with this, you hereby authorize us to conduct background checks on you through any credit reporting agency registered under the Credit Reporting Agencies Act 2010 as part of our KYC procedure and in compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”). The background checks will include but are not limited to, credit checks, politically exposed persons (“PEP”), sanctions checks, adverse media checks, identity of your parent company , subsidiaries, directors, shareholders and ultimate beneficial owner. You are required, upon our request and from time to time, to provide us with information and/or copies of documents relating to, amongst others, your corporate structure, incorporation and statutory documents, and nature of business as part of our KYC procedure.

4.3.  You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. Chip has not reviewed, and assumes no responsibility for any third-party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from our Terms of Service and/or Privacy Policy, may also apply to your use of those products, websites or services.

4.4.  You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Chip of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Chip will not be liable for any loss or damage arising from the unauthorised use of your password or your failure to comply with this section.

4.5. You agree that Chip may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately suspend, freeze or terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any Transactions associated with your Account, temporarily or in more serious cases permanently withhold any Transactions, and/or take any other actions that Chip deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent or abusive behaviour, (d) abnormal transaction or activity, (e) violation of the terms and conditions of the TPPP and/or Payment Scheme, or (h) behaviour that is harmful to the business interests of Chip. In addition, the use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Chip may terminate your Account immediately with or without notice.

5. MERCHANT OBLIGATIONS

5.1. You hereby undertake that you shall not perform any act in violation of the laws of Malaysia as well as the laws of any jurisdiction where you conduct business.

5.2. You hereby agree that any successful Transactions conducted by any third party via fraudulent and illegal means are beyond our control and you agree to indemnify us in the event of any loss suffered by us in accordance with Clause 13 - Indemnity.

5.3.  You hereby agree that we may from time to time require you and you shall perform payment verification with your Customer and/or the relevant Payment Channel operator in the event we suspect that the genuineness of the Transaction performed on your website and/or whenever such relevant Payment Channel operator so requires.

5.4.  You hereby warrant that all information provided to us in connection with your application for the use of Services is correct and that no information has been withheld which, if provided, could have materially affected our decision to enter into this Terms of Service with you. For the avoidance of doubt, you shall immediately notify us if there are any changes to the above-required information.

5.5.  You shall describe accurately on your Website, including a full description of your trading name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies.

5.6.  You acknowledge and understand that Chip only grants you a limited and revocable license to access and use its Services subject to the terms and conditions herein. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed on the Site are the property of Chip and where applicable, third-party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein.

5.7.  By using or accessing the Services, you hereby agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the Site on any other server or as part of any other website. You agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy the Site, its Content or its activities, without our prior written consent.

5.8.  By using the Services and unless you expressly indicate otherwise, you hereby agree and authorise Chip to display your name, logo and/or trademark on its Site and marketing materials. For the avoidance of doubt, such use of name, logo and/or trademark will be limited to indicate that you are a client of Chip only.

5.9.  You shall retain copies of all Transaction receipts, with respect to Transactions, for a period of seven (7) years and provide such copies of the Transaction receipts to us within five (5) Business Days upon receipt of such request to do so from us and hereby authorize us to transfer such information to the relevant Payment Channel operator required for the purposes of providing the Services to you.

5.10.  In addition, you shall advise us as soon as you become aware of major or multiple product defects or logistics problems which could give rise to Charge Back or Refunds or any failure in delivering your goods and services to your Customer upon completing the Transaction.

5.11. You shall be solely responsible for resolving directly with your Customer, any claims or complaints made by your Customer in respect of any purchase of goods, products or services made through our System and we shall not in any way be involved and responsible in the event your Customer disputes the underlying contract of sale for such Transaction for reasons including but not limited to the quality, overcharging or late delivery, of that good, product or service.

5.12.  You undertake not to use our System to perform any transaction involving prohibited or restricted items under applicable laws, including but not limited to those listed as Banned Items.

5.13. You acknowledge that to the extent that is applicable, Chip may be required to adhere to the additional terms and conditions implemented by the applicable laws, TPPP, Payment Scheme and/or Payment Channel, as and when it is informed to Chip. Where applicable, you agree to be bound by the additional terms and conditions of the TPPP, Payment Scheme and/or Payment Channel. Your continuing use of such Payment Channel constitutes your consent and agreement to such additions, removals and amendments to the additional terms and conditions of the TPPP, Payment Scheme and/or Payment Channel. For the avoidance of doubt, if there are any inconsistencies between the terms and conditions of the TPPP, Payment Scheme and/or Payment Channel and this Terms of Service, the specific terms and/or definitions in the TPPP, Payment Scheme and/or Payment Channel shall prevail with respect to the Payment Channel used by you.

5.14. You shall establish and maintain adequate internal procedures and protocols to comply with the relevant Payment Channel standards as may be prescribed by the relevant TPPP, Payment Scheme and/or Payment Channel from time to time to mitigate the risk of Transaction fraud. For the purpose of this clause, “standards” means any laws, bylaws, rules, policies and operating regulations and procedures of the relevant TPPP, Payment Scheme and/or Payment Channel, including but not limited to any manuals, guides or bulletins, as may be amended from time to time.

6. TRANSACTION, AUTHORISATION & SETTLEMENT

6.1.  The acceptance and processing of Transaction(s) shall not in any way be binding on us and we shall not honour any Transaction(s) which in our opinion is not genuine.

6.2.  Authorization of a transaction does not guarantee payment to you nor is it a guarantee that it will not be subject to a Charge Back or other rights of reduction or set-off under this Terms of Service in relation to such Transaction.6.3.  For the purpose of authorization of Transactions, Chip may at its sole discretion route the Transactions directly to its designated Payment Scheme or Third Party Payment Partner.

6.4.  Subject to Clause 6.5 and Clause 7, we will remit the payment of the Settlement Funds to your designated bank account in respect of each completed Transaction.

6.5.  Notwithstanding anything contained herein, the amount of Settlement Funds due in respect of Transactions shall be deducted for the followings:

1. 6.5.1.  The Service Charges due as described in Clause 7;
2. 6.5.2.  Refunds in accordance with Clause 7;
3. 6.5.3.  Charge Back, fines and penalties passed on to us by the TPPP and/or Payment Scheme in respect of your Transactions;
4. 6.5.4.  Disputed Transactions and any amounts required to cover potential or expected Refunds, Charge Back or Disputed Transactions;
5. 6.5.5.  Any applicable taxes (including Sales and Service Tax at 6%), assessments or duties that may be introduced by the relevant authorities, which may vary from time to time;
6. 6.5.6.  Withholding tax (both domestic and international Payment Channels);
7. 6.5.7.  Foreign telegraphic transfer fee for overseas bank account settlement and foreign Payment Channels; and/or
8. 6.5.8.  Foreign exchange rate fluctuation (forex conversion for international Payment Channels).

6.6.  If the settlement is below the minimum settlement amount, such settlement shall be carried forward to the next settlement date. In the event that the value of all items listed in Clause 6.5.1 to 6.5.8 exceeds the value of all Transactions falling due for settlement on the day due for settlement, the resulting shortfall may be held over by us for deduction against the following settlement when it shall be deducted from that settlement together with any interest due. Notwithstanding anything contained herein, we reserve the right at any time to require payment (including by directly debiting the charges to your account balances) of all or part of such shortfall in such currency as we may determine.

6.7.  Settlement payment by us to you shall be in the settlement currency of Ringgit Malaysia and all foreign currencies will be converted to the currency of Ringgit Malaysia. We shall use the respective local bank’s prevailing bank exchange rates as the conversion rates.

6.8.  We may hold back from the settlement any amounts reasonably required to cover potential or expected Refunds, Charge Back, or Disputed Transactions.

7. SERVICE FEES, DISPUTED TRANSACTIONS & REFUNDS

7.1. In consideration of us providing the Services to you, you agree to pay us the Service Fees consisting of the following (where applicable):

1. 7.1.1.  A non-recurring and non-refundable Signup Fee;
2. 7.1.2.  A recurring and non-refundable Maintenance Fee payable annually;
3. 7.1.3.  The Transaction Fee on each Transaction and deduct the same from the payment made by the Customer in respect of each Transaction for the respective Payment Channels provided;
   
4. 7.1.5.  Telegraphic transfer charges per transfer charged by the financial institution;
5. 7.1.6.  Refund Service Fee on each refund request for the respective Payment Channels provided; and
6. 7.1.7.  The fee on Charge Back for each Charge Back transaction for the respective Payment Channels.

7.2.  The chargeable amount of Service Fees shall follow the price list set out in our pricing email to you during your onboarding process and/or your Account’s dashboard. In the event of inconsistency between the price list of the two, the price list listed in your Account’s dashboard shall always prevail and be deemed conclusive.

7.3.  We reserve the right to recover Service Fees provided in Clause 7.1.1 to 7.1.7 hereof by debiting your account balances if there is an insufficient fund available from your next settlement. Without prejudice to our other rights, we may suspend or withdraw the Services if our Service Fees or any other sums payable to us are not paid when due. You shall also be responsible for our additional costs in respect of dealing with your Customer disputes, Refunds, Charge Back, Disputed Transactions or other causes.

7.4.  We reserve the rights to suspend you and withhold settlement to you in the event that the Maintenance Fee, Charge Back, and other due charges are not settled by you after one (1) week from the date the amount is due. Your account shall be reactivated upon settlement of all dues within one (1) Business Day.

7.5.  By using our Services, you agree to pay us a security deposit(s). We shall have the right, in our sole discretion, to adjust the amount(s) held as we deem necessary as security against future Charge Back and shall notify you prior to such adjustments. In the event of any potential future payment disputes, Refunds or Charge Back in respect of your charges, we may also hold an adequate part of or all of the settlement’s amount in reserve to offset such disputed, refunded or Charge Backs amount plus any costs associated with the collection thereof, including without limitation, legal fees and expenses. We reserve the right to claim the payment from you if the reserve amount is inadequate to offset such disputed, refunded or Charge Back amount.

7.6.  The maximum amount of any one settlement permitted under your account is referred to as the Trading Limit. We may vary the Trading Limit at any time by giving notice to you. We reserve the right to complete or reject any attempted payment that exceeds the applicable limit at our complete discretion. In addition, we reserve the right to further limit the amount or the frequency of transactions from your account for security reasons, and we shall not be liable to you if such a limitation is put in place. We reserve the right to refuse to honour payment requests that we believe or suspects are fraudulent or erroneous. You accept that we shall exercise this right at our sole discretion.

7.7.  Notwithstanding anything contained herein, you agree that you shall not in any case rely upon us to discover or prevent loss as a result of fraud or erroneous payment and we shall not be responsible nor liable to you in the event a Customer disputes any Transaction.

7.8.  We shall provide assistance with information regarding any Disputed Transaction, but we shall not be under any obligation or responsibility to investigate such disputed Transaction. The investigation of the Disputed Transaction or Charge Back on Transaction shall be performed by the Royal Police Malaysia, Cyber Crime Unit.

7.9.  In the event of any Charge Back on Transaction made through Card, the Card Issuer’s decision shall be conclusive as to the determination of any Charge Back. Wherever possible (for example, if the TPPP provide us with written advice or upon us receiving notification from the Payment Scheme), notice to you of a Charge Back will be accompanied by an explanation of the reason for the Charge Back. Upon prior notification from us, we may debit your account, or otherwise, to recover any other costs and expenses we may incur as a result of or in connection with a Charge Back.

7.10.  Where we are notified of any invalid or Disputed Transactions, we will notify you of the same by email and wherever possible (for example, if the TPPP provides us with written advise or upon us receiving notification from Payment Scheme) accompanied by an explanation of the reason for it. We will classify such Transaction as disputed and refer it back to you. You agree to investigate Disputed Transaction and take all reasonable steps to resolve disputes with the Customers within fourteen (14) days and follow the procedures for handling disputed Transactions and Charge Back which we shall advise from time to time. We shall have the right to suspend the processing of any Transaction or withhold settlement to you of the amount of that Disputed Transaction until the satisfactory completion of any investigation.

7.11.  In the event that we consider in good faith there is a possibility of Charge Back, we shall have the discretion to retain the amount from any settlement (up to a maximum of 6 months) to cover the potential amount of such Charge Back and you shall on request provide such additional funds within one (1) week from the official request as we may specify in good faith to cover any Charge Back and potential Charge Back.

7.12.  Where there is any Transaction to be refunded to a Customer, the amount shall be debited from your account, and thereafter you shall advise us via your Account or by hand or post on your letterhead with the authorized person’s signature affixed thereto, confirming such Refund to be made to the Customer.

7.13.  Refunds shall only be made to the Card or Customer’s Bank where the original Transaction or Bank Account was debited, as applicable and not to any other method. A Refund Service Fee shall be chargeable to you where applicable.

7.14.  The request for Refund will only be entertained and processed in accordance with the timeline provided by the Payment Scheme or TPPP.

8. SITE AND COMMUNITY PLATFORM RULES

8.1. You may access the Services through the Site and also participate in Chip’s discussion forum hosted through the Site (“Community Platform”). By using the Site and participating in the Community Platform, you agree not to:

1. i. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable
2. ii. violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or ourprohibited and restricted items list (amended and updated from time to time);
3. iii. use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
4. iv. remove any proprietary notices from the Site;
5. v. use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
6. vi. take any action that may undermine the Site or the Community Platform;
7. vii. attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Chip with respect to the Services and/or data transmitted, processed or stored by Chip;
8. viii. harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
9. ix. upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
10. x. upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
11. xi. upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;
12. xii. upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
13. xiii. take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
14. xiv. use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;
15. xv. use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
16. xvi. infringe the rights of Chip, including any intellectual property rights and any passing off of the same thereof; and
17. xvii. use the Services to collect or store personal data about other Site’s users in connection with the prohibited conduct and activities set forth above.

8.2.  You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Chip, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider being offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Chip be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

8.3.  You acknowledge that Chip shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site without any liability to you. Without limiting the foregoing, Chip shall have the right to remove any Content (i) that violates the Terms of Service; (ii) if we receive a complaint from another user; (iii) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services, Site or our users, or otherwise enforce the provisions of the Terms of Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Chip or submitted to Chip.

8.4.  You acknowledge, consent to and agree that Chip may access, preserve and disclose your Account information and Content to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over Chip or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Chip, its Site’s users and/or the public.

9. YOUR CONTENT CONTRIBUTION TO THE SITE

9.1. By submitting Content to the Site, you represent and warrant that you have all necessary rights and/or permissions to grant the relevant licenses to Chip. Y ou further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with the law and legal restrictions associated with any Content contribution. You hereby grant Chip and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub- licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without the need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

9.2. Any Content, material, information or idea you post on the Site or through the Services or otherwise transmit to Chip by any means (each, a "Submission"), is not considered confidential by Chip and may be disseminated or used by Chip without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to Chip, you acknowledge and agree that Chip and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Chip and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through the Site or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our Privacy Policy except to the extent that you make such personal information publicly available on or through the Site.

10. DISCLAIMERS

10.1. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY CHIP OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIP DOES NOT WARRANT THAT THE SERVICES, THE SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

10.2. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. EXCLUSIONS AND LIMITATIONS OF LIABILITY

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHIP BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:

1. (i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOODWILL; OR (F) FAILURE TO COMPLETE TRANSACTION, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
2. (ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF CHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2.  YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

11.3.  IF,NOT WITHSTANDING THE PREVIOUS SECTIONS, CHIP IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO MYR 10 (TEN RINGGIT MALAYSIA).

11.4.  NOTHING IN THE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY CHIP’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF CHIP THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

12. YOUR REPRESENTATIONS AND WARRANTIES

12.1. You represent and warrant that:

1. a. you are duly authorized by your organisation and empowered to enter into this Terms of Service;
2. b. you have obtained all requisite licenses, authorizations, permits and approvals for the carrying on of your business;
3. c. you will use the Services for lawful purposes only and in accordance with the Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations;
4. d. you will abide by the terms, guidelines and procedure of the relevant TPPP and Payment Scheme (or such other updates from time to time) during the subsistence of this Terms of Service;
5. e. upon request by us, to furnish originals of bills or other supporting documents in relation to or in connection with the Transactions;

1. f. upon request by us, to allow our representative for site visit and photo taking on the business premise;
2. g. to notify us immediately in writing of any change in the organization or corporate or business structure of you or in any of the information furnished to your bank pursuant to this Terms;
3. h. at all times, to promote and recommend your Customer(s) to purchase goods, products or services using our System;
4. i. not to provide or disclose any information in relation to or in connection with the Transactions to any unauthorized third party;
5. j. not to gain or attempt to gain, directly or indirectly unauthorized access to our System for the purpose of obtaining customers’ information of our other merchants.
6. k. not to use our System to conduct any fraudulent, immoral or illegal activities or activities that may infringe the intellectual property rights of third parties;
7. l. not to knowingly submit any Transaction that is illegal or that you should have reasonably known to be illegal in nature;
8. m. not to use any intellectual property belonging to us, including, without limitation, trademarks, trade names or patents, whether registered or not, without the prior written consent of Us other than such usage permitted under this Terms; and
9. n. you shall not at any time represent to any third party as an agent of us.
   

12.2. If in the sole and absolute opinion of us, you have breached your obligations, warranty, undertaking or covenant as stipulated in this Terms of Service, we shall be entitled to suspend you from carrying out any further Transactions, terminate your Account and/or terminate this Terms of Service in accordance with the provisions herein.

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13. INDEMNITY

13.1. You agree to indemnify, defend and hold harmless Chip, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to:

1. a. any act, neglect or default of you or your agents, employees, licensees or customers;
2. b. any event of fraudulent and illegal transaction committed by you or your agents, employees, licensees or Customers;
3. c. breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from you carrying out the Transactions;
4. d. breaches resulting in any successful claim or penalty fee charged by any payment scheme or TPPP in respect of any matter arising from you carrying out the transactions;
5. e. any event which may compel the authority to issue statutory order towards us to make certain payments as a result of fraudulent and illegal transactions which may occur beyond our control;
6. f. any breach by you of any provision contained herein;
7. g. any violation or claimed violation of a third party’s rights, including intellectual property rights in connection with the services; or

1. h. the negligent or intentionally wrongful acts or omissions of you, your employees, agents, subcontractors or your other representatives.
   

14. RIGHT OF TERMINATION

14.1. Termination due to your default:

1. 14.1.1. Upon the happening of any of the events set out below we may, at our absolute discretion, forthwith, by giving notice in writing to you, terminate this Terms of Service without prejudice to any other remedy we may have against you:
2. a. If and whenever there shall be a breach of or non-observance or non- performance of any of the terms, covenants or conditions contained herein and on the part of you and/or your employees to be observed and performed, including failure to pay any of the Service Fees herein stipulated;
3. b. Any judgment obtained against you remains unsatisfied for more than fourteen (14) days or you shall have your property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of your creditors or become a bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with your creditors;
4. c. You have a receiver or a receiver and manager appointed over the whole or in part of your property or undertake or has an official manager appointed pursuant to the provisions of the Companies Act 2016 or any other legislation in substitution therefore or a special administrator appointed pursuant to the Pengurusan Danaharta Nasional Berhad Act 1998;
5. d. You default in performing or observing any terms, covenants or conditions to be observed or performed by it under any mortgage or other encumbrance over your assets and such default materially affects your ability to perform your obligations under this Terms of Service;
6. e. You being a partnership changes your partner without our prior written approval or is terminated or dissolved except in the event of death of a partner;
7. f. Where you are a corporation, the control over you by the shareholders who are shareholders as at the date of this Terms of Services passed by them to other persons or corporation without the prior written approval of us first being had and obtained; or
8. g. You are engaged in or suspected of engaging in fraudulent, illegal or immoralactivities or you are conducting or suspected of conducting fraudulent, illegal, immoral or infringing third parties intellectual property, transactions through our System. For termination pursuant to this clause, we shall hold settlement funds for up to 180 days;
9. h. Act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities, action of financial institution authorities or for any other reason beyond your reasonable control; and
10. i. You have breached the provisions and letter of spirit of this Terms of Service and
11. j. You have allowed Transactions of Banned Items.
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13. 14.1.2. Upon termination of this Terms of Service, the following provisions shall apply:
14. a. any pending Transactions to be performed using our system will be cancelled;
15. b. you shall within thirty (30) days from the date of termination pay all monies which are due and payable to us; and
16. c. our obligation to reimburse you shall cease on the effective date of such termination and we shall not be obliged or bound to make any payment on any Transaction completed after the date of termination.

14.2. Upon termination of this Terms of Service, you shall forth with return to us, at your own cost and expenses, all documentation and Terminal provided by us pursuant to this Terms of Service.

14.3. Upon termination of this Terms of Service, the Security Deposit, if any, will bereturned to you after six (6) months of the date of termination free from any interest.

14.4.  Upon the happening of any of the events set out below we may, at our absolute discretion, forthwith, by giving notice in writing to you, terminate this Terms of Service without prejudice to any other remedy we may have against you: act of god, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities, action of financial institution authorities or for any other reason beyond the reasonable control of us.

14.5.  Notwithstanding any other clause in this Terms of Service, we may at any time, and without cause, terminate this Terms of Service in whole or in part, upon giving not less than thirty (30) days written notice to you.

14.6.  Upon termination of this Terms of Service whatsoever caused, any payments or obligations due from you to us, or from us to you, will become due and payable within 30 days. For merchant who is waived for the Security Deposit, the due payment from us to you shall be payable after six (6) month from the date of termination.

14.7.  For any inactive merchant as determined by us and/or upon the termination of the Terms of Service and in the event that we have failed to contact you and/or that your bank account is no longer valid for us to remit any amount due to you or amount left in the Account, we shall have the right to deal with the monies in accordance to provisions of the Unclaimed Moneys Act, 1965.

15. SUSPENSION

15.1.  We shall not be liable or responsible to you in any manner whatsoever for any failure to perform any of our obligations contained in this Terms of Service if such failure is by reason of the introduction, imposition or variation of any law or any directive of any authority or any agency of any state or any change in the interpretation or application thereof, it is or will become unlawful, or contrary to any such directive, or impractical without breaching such law or directive, for us to give effect to our obligations under this Terms of Service.

15.2. In the occurrence of such an event for the reason stated above, we shall, at our absolute discretion, immediately suspend you from carrying out further Transactions without giving any notice.

15.3. Notwithstanding any other rights available under this Terms of Service,we shall,at our absolute discretion, suspend you from any further Transaction in the event there is no transaction recorded within 180 days consecutively. For the avoidance of doubt, we shall first issue a notice of potential suspension in the event there is no Transaction recorded within 90 days consecutively, and you shall do the necessary to ensure the availability of active Transaction. In the event there is still no Transaction recorded within 180 days consecutively, we shall suspend your Account immediately and shall have the right to terminate this Terms of Service.

16. SEVERABILITY

16.1. If any provision of the Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

17. GOVERNING LAW

17.1. The Terms of Service shall be governed by and construed in accordance with the laws of Malaysia without regard to its conflict of law rules. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arise out of or relating to the Terms of Service against or relating to Chip under this Terms of Service shall be referred to and finally resolved by the courts of Malaysia.

18. GENERAL PROVISIONS

18.1. Chip reserves all rights not expressly granted herein.

18.2. Chip may modify this Terms of Service at any time by posting the revised Terms of Service on the Site. Your continued use of the Services after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

18.3. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

18.4.  Nothing in the Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Chip, nor does it authorise you to incur any costs or liabilities on Chip’s behalf.

18.5.  The failure of Chip at any time or times to require the performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

18.6.  The Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Chip's affiliates and subsidiaries (and each of Chip's and its affiliates' and subsidiaries' respective successors and assigns).

18.7.  The terms set forth in this Terms of Service and any agreements and policies included or referred therein constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by the Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this section it might otherwise have had in relation to any of the foregoing. The Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

18.8. You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the Malaysian Anti- Corruption Commission Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

18.9. If you have any questions or concerns about the Terms of Service or any issues raised in these Terms of Service or on the Site, please contact us at: [email protected]

19. DEFINITIONS & INTERPRETATIONS

19.1. Unless the context otherwise require, the following terms are defined for the use in this Terms of Service.

19.2. In this Terms of Service, unless the context otherwise requires:

1. a. the headings are for convenience only and shall not affect the interpretation
2. hereof;
3. b. any undertaking by any party to do any act or thing shall, unless otherwise stated, means any undertaking by such party to do such act or thing at the costs and expenses of that party and shall be deemed to include an undertaking by that party not to permit or suffer the doing of that act or thing;
4. c. any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re- enacted whether before or after the date of this Terms of Service so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to completion and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provision or regulation have directly or indirectly replaced;
5. d. references to the singular number shall include references to the plural number and vice versa;
6. e. references to natural persons shall include bodies corporate, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (whether incorporate or otherwise, or whether having a separate entity or otherwise) and vice versa;
7. f. references to "including" shall mean including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word, and the word "include" and its derivatives shall be construed accordingly. The rule of ejusdem generis shall not apply and general words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
8. g. no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Terms of Service or any part thereof; and
9. h. any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning.
   

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” BUTTON DURING THE ONBOARDING PROCESS, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Last updated: 1 January 2023