Merchant Terms & Conditions
THIS AGREEMENT is made between You and the Company.
In this Agreement, “Merchant”, “you” and “your” refer to each merchant (“Merchant”) and “JuruQuest”, “the Company”, “we”, “us” and “our” refer collectively
to JuruQuest Consulting Sdn Bhd (Company Registration No. 845414-P), a company incorporated in Malaysia and having its address at Unit 901A Level
9, Tower A, Uptown 5, No.5 Jalan SS21/39, Damansara Uptown, 47400, Petaling Jaya, Selangor.
Merchant and JuruQuest are collectively referred to as “Parties” and individually as “Party”.
A. JuruQuest is a consulting company that provides design, development, deployment and support for mobile application inter alia to operate ewallet system, build cross-platform, integrated mobile application that work on the latest mobile platform with focus on iOS and Android.
B. JuruQuest is operating and facilitating an electronic mobile wallet system which carries the tradename of JuruPay which allows Customer to
make payment using JuruPay mobile application for purchasing products and services from the Merchant.
C. Merchant has agreed to be appointed by JuruQuest as the Merchant under JuruPay/e-Wallet program and agrees to accept payments from
Customers using JuruPay/e-Wallet for products or services purchased from the Merchant in accordance with this Agreement.
The Parties hereby agree as follows:
1. DEFINITIONS & INTERPRETATION
1.1. Definitions: In this Agreement, the following expression shall unless the context otherwise requires have the meaning respectively
assigned to them: –
|“AMLA”||means Anti Money Laundering and Anti-Terrorism Financing Act 2001 and any amendments
and/or supplements in relation thereto.
|“Affiliate”||means including a related corporation (as defined in the Companies Act 2016) of the Company or
a corporation that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with the Company
|“Agreement”||means this Terms and Conditions (Merchants) including any annexures or exhibits thereof, the
|“Applicable Laws”||means Malaysian laws and regulations (including but not limited to directives and guidelines issued
by relevant authorities from time to time).
|“Bank”||means any participating financial institution where the Company maintain its transaction processing
via the Bank gateway.
|“Bank Charges”||means any bank charges charged by the bank for the remittance of Settlement to the Merchant by
|“Business Day”||means a day other than a Saturday, Sunday or a gazetted public holiday in Kuala Lumpur and/or
Selangor on which government offices and financial institutions are open for business in Kuala
Lumpur and/or Selangor for the transaction of business of the nature required by this Agreement
and also, in relation to a day on which a payment is required, in the place where such payment is
to be made in accordance with this Agreement.
|“Charge Back”||means where relevant, any disputed transactions between the Company and Merchant, which may
be charged ultimately to the Merchants by way of Deduction.
|“Confidential Information”||means any documents, knowledge, data, or information of whatsoever nature disclosed to or
acquired by the Merchant directly or indirectly from the Company in connection with the Agreement,
or otherwise including, but not limited to the following:-
(a) financial information;
(b) technical information, including but not limited to research, development, procedures, data,
designs, and technical know-how;
(c) business information, including but not limited to operations, planning, marketing interests, and
services disclosed by the Company to the government or regulatory body;
(d) personal information/data of any Customers, and the Company’s staff; and
(e) all confidential or proprietary concepts, documentation, reports, lists, files, data, specifications,
software, source code, object code, flow charts, databases, data files, inventions, information,
know-how and trade secrets, whether or not patentable or copyrightable.
|“Customer”||means the person or legal entity who or which has/have purchased products and/or services from
(a) Processing Fees (if any);
(b) Refunds (if any);
(c) Charge Back (if applicable), and any fines or fees passed on to the Company by the financial
institution in respect of the transactions;
(d) any amounts reasonably required to cover potential or expected Refunds or Charge Back (if
(e) Bank Charges (if any);
(f) Sales and Service tax or any other tax in similar nature (if applicable) and
(g) any other charges or amounts due to the Company.
|“Merchant Application Form”||means the binding application form filled in and submitted by the Merchant/the Company on behalf
of the Merchant, offline or online.
|“Mobile Operators”||means mobile communication network operators holding an authorized license from their regulator|
|“Payment Services”||means a mobile application provided by the Company which shall include but is not limited to the
JuruPay mobile application and any other application to which the Company connects with and/or
approves for Merchant to accept payment for goods and/or services and/or any other transactional
feature that may be approved for use by the Merchant corresponding to the business requirement
of the Company, its subsidiaries, its associated companies, and/or Affiliates, commercial partners,
agents, assignees, proposed assigns, service providers, vendors or anyone the Company assigns
its rights to and/or as required by technological advancement from time to time.
|“Processing Fees”||means charges related to the ongoing administrative and maintenance costs in processing
requests including but not limited to withdrawal requests made by the Merchants.
|“JuruPay” OR “e-Wallet”||means mobile electronic wallets offered by the Company under the name of JuruPay and which
Wallet Holders may use for various e-money services transactions including Payment Services.
|“Refunds”||means a request made by a Customer to reverse a transaction.|
|“Industry Best Practices”||means the exercise of that degree of skill, diligence, prudence and foresight which would
reasonably and ordinarily be expected to be exercised by operator engaged in the same type of
undertaking under the same or similar circumstances and conditions having taken into account the
prevailing state of technology, methodology, processes and resolution processes that are generally
accepted to be the industry standard at the relevant time.
|“Intellectual Property Rights”||means all of the following:-
(a) trademarks (including trade dress), service marks, logos or trade names, whether registered or
unregistered, together with the goodwill associated with any of the foregoing, and all registrations,
renewals and applications for registration thereof;
(b) those rights existing under the copyright laws for those works subject to the copyright laws and
copyright registrations and applications for registration thereof, including all renewals and
(c) rights in trade secrets, confidential business information and other proprietary information
(including concepts, ideas, designs, processes, procedures, techniques, technical information,
specifications, operating and maintenance manuals, drawings, models, tools, algorithms, Software
architectures, methods, know-how, technical data and databases, discoveries, inventions,
research and development, formulas, modifications, extensions, improvements and other
(d) rights in computer software programs, including but not limited to application software, system
software, firmware, middleware and mobile digital applications, including all source code, object
code, and documentation related thereto, in any and all forms and media;
(e) rights in domain names, domain name registrations and web pages; and
(f) all other intellectual property rights in any and all jurisdictions throughout the world.
|“Settlement”||means the Customer Charge less the Deductions.|
|“Wallet Holder”||means any registered subscriber of the Company’s e-Wallet.|
1.2. Interpretation: In this Agreement, unless the context otherwise requires: –
a) words importing the masculine gender include the feminine and neuter genders and vice versa;
b) words importing the singular number include the plural and vice versa;
c) except where otherwise stated, references to any legislation statute rule or order shall be deemed to include every statutory extension,
modification, amendment, re-enactment or replacement of it for the time being in force and every by-law, statutory instrument, rule,
order, notice, direction and regulation from time to time made or in force under it;
d) references headings, sub-headings, titles of sections and articles are inserted solely for convenience or reference purposes only and
shall not constitute a part of this Agreement, or affect its meaning or construction;
e) the expression “person” includes corporation and natural persons;
f) where any word or expression is defined in this Agreement, the definition shall extend to all grammatical variations and cognate
expressions of the word or expression so defined;
g) any technical term not specifically defined in this Agreement shall be construed in accordance with the general practice of those in
that profession in Malaysia;
h) where the day on or by which the performance of any act or obligation falls on a day which is not a business day, that act or obligation
shall be performed on the next succeeding business day;
i) for the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specified period
after or from a specified date;
j) wherever there shall appear any reference to a time within which an act should be done or agreement reached or consent given,
such reference shall be deemed to be read as including the expression “or any other period agreed in writing between the Parties
from time to time”;
k) any agreement, covenant, undertaking obligation or duty on the part of either of the Parties which comprise more than one person
or entity shall be joint and several; and
l) where the context so admits, references to the Company may incorporate a reference to JuruQuest or its subsidiaries, associated
companies and/or Affiliates.
2. DURATION OF AGREEMENT
2.1. This Agreement shall come in to effect on the date as stipulated in Schedule and shall thereafter remain in force until and unless being
terminated in accordance with termination provisions as stipulated in this Agreement.
3. SCOPE OF APPOINTMENT
3.1. The Merchant shall at all times accept the payment made through JuruPay in accordance with the terms and conditions of this Agreement
PROVIDED ALWAYS the Merchant shall not begin offering Payment Services until, among other things the Company has reviewed and
approved the Merchant in accordance to the requirements to comply with all relevant laws, rules and regulations intended to detect and
prevent money laundering and terrorist financing as well as such other credit and operational requirements of the Company.
3.2. During the term of this Agreement and strictly in accordance with Applicable Laws, rules and regulations and in a manner consistent with
this Agreement, hereby appoints the Merchant to act as its non-exclusive authorized merchant that performs the Payment Services when
a Wallet Holder utilizes the Company’s e-Wallet to transact, make a purchase for goods and services.
3.3. The Merchant hereby accepts the appointment as a non-exclusive Merchant for Payment Services and agrees to perform all its obligations
under this Agreement in accordance with the terms and conditions outlined herein during the term and strictly in accordance with Applicable
Laws, rules and regulations and in a manner consistent with this Agreement.
3.4. Nothing contained in this Agreement shall be construed to limit the Company’s right to appoint any other party as one of its non-exclusive
Merchants to offer Payment Services.
3.5. Without prejudice to the remaining provisions of this Agreement, the Company reserves the right:-
a) to limit, block, suspend or terminate the Merchant’s account, at any time with or without notice and without assigning any reasons for
it, if the Company detects any unusual, irregular, suspicious, fraudulent or unauthorized activity on the Merchant’s Account, or suspect
misuse of Account, or there is a contravention, non-adherence to AMLA or breach by the Merchant of any provision of this Agreement
or Applicable Laws after acceptance as a Merchant. For avoidance of doubt, the Company could indefinitely suspend the Merchant’s
account until next course of action is determined or further instruction from the relevant authorities;
b) to decline to accept any transaction received from the Merchant;
c) to impose, revise, modify or change, rate of any fee or requires payment as the Company may determine in relation to Payment
d) to vary the Payment Services by making such changes as the Company thinks fit.
3.6. The Merchant must use Industry Best Practices to promote the acceptance of the Payments Services and must not do anything adverse
that may prevent or interfere with the development of the Company’s trade.
3.7. The Merchant must not make any representations or give any warranty or guarantee in respect of the Payment Services without the
authority in writing of the Company.
3.8. In the event that the Merchant desires to operationalize the Payment Services to its point-of-sale system, online payment platform and/or
any other platform or systems, the Merchant shall be responsible to integrate its systems and platform to the Company’s Payment Services
platform in accordance with the Company’s requirements and at its own cost and expense.
4. JURUPAY MERCHANT FACILITIES (WHERE APPLICABLE)
4.1. Upon the Merchant agrees to be appointed by the Company as Merchant for the Payment Services, the Company may loan or request
for a sum which shall be mutually agreed by the Parties for the equipment and devices (shall be inclusive of both hardware and software)
provided/installation of the equipment and devices and install the necessary equipment and devices (such as a terminal or smartphone)
in facilitating the employment of Payment Services by the Merchant. The ownership and title to the said equipment and devices shall at
all times remain with the Company unless otherwise stated and the Merchant may be required to contribute for maintenance cost to
upkeep the equipment and devices. The Merchant shall only use the equipment and devices for the purposes of carrying out the
transaction made through JuruPay and for no other purposes. If the equipment and devices are provided, the Merchant shall: –
a) ensure that the Company or its representatives/ agents has reasonable access to any of the equipment and devices, including but
not limited to the right of the Company (or its representatives/ agents to enter into any of the premises of the Merchant where the
equipment and devices are placed to provide installation, maintenance service, repairs, upgrades and/or where necessary, remove
and replace the equipment and devices;
b) use the equipment and devices with good care and ensure the physical security of the equipment and devices loaned to the Merchant;
c) report any damage, lost and/or theft of equipment and devices to the Company and in case of lost or theft of any of the equipment
and devices, the Merchant shall co-operate and assist in making a report with the police and shall repay/compensate the Company
for such damage, lost or theft based on the market rate when such equipment or device is provided to the Merchant or at a price that
is acceptable to the Company;
d) ensure compliance with all relevant laws set by the government and/or local authorities with respect of the use of the equipment and
e) provide electricity and/or power connections for equipment and devices to operate;
f) not give away, loan, sell, pledge, mortgage and/or in any way dispose the equipment and devices;
g) not affix, paint or otherwise exhibit on the exterior of the equipment and devices or any part thereof, any stickers, name plates, marks,
signboards, placard, posters and/or advertisement or anything whatsoever without the prior written consent of the Company; not
tamper, modify and/or alter the equipment and devices (including the software and firmware therein) without the prior written consent
of the Company; and
h) not do or permit or suffer to be done anything to the equipment and devices which would invalidate the policy of any insurance on
the equipment and devices or increase the premium for such insurance beyond the existing risk.
4.2. In this respect, the Merchant shall fully indemnify the Company against all liabilities, losses, damages, costs and/or expenses suffered or
incurred by the Company arising from or in connection with the Merchant’s failure to comply with any of the obligations set out in clause
4.3. The Company reserves the right at any time to impose, revise, modify or change the policy of merchant facilities as the Company shall
5. OBLIGATIONS OF THE COMPANY
5.1. The Company shall use the Industry Best Practices to ensure sustainable functionality of the Payment Services. However, while the
Company undertakes to ensure full functionality, the Merchant acknowledges that there may be downtime under such circumstances:-
a) due to failure or outage on the part of any Mobile Operators;
b) when the Company carries out maintenance over the e-Wallet system; and/or
c) downtime due to interruption unforeseen by the Company;
and the Company shall not be liable for such downtime and/or interruption and/or loss/damage sustained by the Merchant whether arising
directly or indirectly therefrom.
5.2. The Company shall be responsible for dealing with inquiries and complaints in respect of the Payment Services which are made by the
6. OBLIGATIONS OF MERCHANT
6.1. The Merchant shall:
a) accept the Company’s e-Wallet as the mode to accept payments for the purchase of any goods and/or services;
b) prominently display at its premises the Company’s Payment Services and other marketing materials supplied by the Company and
promote the use of the Payment Services to its customers;
c) not charge or cause the Wallet Holder to incur any fee for the use of the Company’s e-Wallet to make a purchase for any goods or
d) submit any inquiries pertaining to the Payment Services requiring the Company’s input so as to enable the Company to attend to the
same effectively and without delay;
e) manage and resolve any dispute raised by the Wallet Holder in respect to goods sold or services rendered by the Merchant;
f) comply with all provisions of this Agreement, operating processes, guidelines and procedures set by the Company from time to time
for the Payment Services, all Applicable Laws, including representations and warranties and the provision governing AMLA;
g) not sell/offer the products and/or services which is not in compliance with all Applicable Laws and regulations in Malaysia or which
the Company may notify from time to time;
h) not and shall ensure that its employees do not tamper, hack, modify, corrupt or otherwise attempt any of the foregoing in connection
with the security or functionality of the Payment Services and its underlying platform, applications or systems;
i) not use the Payment Services in such a manner as may adversely affect the reputation of the Company, its subsidiaries, associated
companies and/or Affiliates in any way whatsoever;
j) shall be solely responsible for all customer service issues relating to the products and services sold by the Merchant, including but
not limited to product quality, customer charge, order fulfilment, order returns, refunds, exchanges and adjustments, rebates,
functionality and warranty, technical support, customer complaints and feedback concerning experiences with its products, personnel,
policies or processes and the Merchant shall bear any and all expenses and/or costs relating thereto;
k) shall immediately report to the Company upon the discovery of any fraud, theft, loss, unauthorized usage or any other occurrence of
unlawful or illegal acts in relation to JuruPay mobile application, Payment Services and/or their respective use. The Merchant agrees
to lodge a police report whenever instructed by the Company and to give the Company a certified copy of such report.
6.2. The Merchant shall at its own expense and cost, maintain all licenses, logos, trade names, trademarks, permits, approvals, registrations,
consents and/or certifications from the relevant authorities to conduct the business and/or for the provision of the Payment Services.
6.3. The Merchant shall:-
a) where applicable keep and maintain proper records of the payments received including but not limited to the records of all transactions
pertaining to the Payment Services (whether successful or otherwise);
b) conduct reconciliation of its daily transaction records with the records provided by the Company by means of the mobile application
or merchant dashboard. Any errors or omission shall be addressed promptly. Any discrepancies shall be notified to the Company
c) provide any other reports as may be required by the Company from time to time.
6.4. The Merchant agrees to comply with the security requirements for the Payment Services as specified by the Company from time to time.
The Merchant undertakes to ensure adequate security to prevent unauthorized login/access to its username/login name and/or passwords
which is used in accessing/employing the Payment Services. The Merchant shall ensure that confidentiality, integrity and security of any
data transmitted within and stored in the system is protected against non-authorized disclosure at all times. The Merchant shall keep the
Company fully indemnified from all liability, losses, damages, cost and expense incurred by the Company arising out of or in connection
with the misuse of the same. The Merchant shall immediately notify the Company upon learning of any unauthorized use of its login name
7.1. The Company agrees to grant to the Merchant e-Wallet limit as set forth in the Merchant Application Form or otherwise agreed in writing
by the Parties. The Merchant shall provide written application and necessary supporting documents to the Company for higher e-Wallet
limit and the Company reserves its rights to grant or refuse such application.
7.2. Subject to Clause 7.6, the Company shall remit the Settlement to the Merchant on the settlement period as set forth in the Schedule herein
attached or otherwise agreed by the Parties. For the avoidance of doubt, the Company shall process the Settlement upon the withdrawal
request made by the Merchant however the Company makes no guarantee regarding the actual date of receipt of such Settlement by the
7.3. The Company shall remit all Settlement to the Merchant in Malaysia Ringgit (RM) by wire transfer or such other method preferred by the
7.4. The Company may hold back from the Settlement any amounts reasonably required to cover potential or expected Refunds or Charge
Back (if applicable).
7.5. With respect to each Settlement made, the Merchant shall reconcile on daily basis its sales report against the transaction history recorded
in the e-Wallet. If the Merchant discovers any discrepancy in the Settlement, the Merchant shall within three (3) Business Days from the
transaction date notify the Company of such discrepancy together with the relevant supporting documents evidencing the discrepancy,
failing which the Merchant waives its rights to raise any dispute and is deemed to have accepted the Settlement made by the Company
as correct. Where the Merchant notifies the Company in writing of a discrepancy within the timelines stated herein, the Parties shall resolve
the discrepancies in good faith as soon as practicable.
7.6. Should there be any dispute in relation to the Settlement or any payment between the Parties, the Company shall only remit the undisputed
amount or part thereof to the Merchant prior to the resolution of such dispute. The Parties shall resolve the disputed amount and take all
reasonable steps to resolve it within fourteen (14) Business Days and follow the procedures for handling disputed amount/transactions
which the Company advises from time to time. The Company shall have the right to suspend the processing of such amount/transaction
or withhold the disputed amount until the satisfactory completion of any investigation.
7.7. Both Parties shall bear their own cost of any obligation imposed upon them under the Applicable Laws with respect to any taxes or similar
items in connection with this Agreement.
7.8. It shall be the Merchant’s responsibility to ensure that the details of the Merchant’s bank particulars provided to the Company remains
accurate and correct throughout the term of this Agreement and should keep the Company updated if there are any changes. The
Company 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.
7.9. The Company reserves the right at any time to impose, revise, modify or change, rate of any fee or requires payment (including by directly
debiting Merchant’s JuruPay wallet) of all or part of such charges or shortfall as the Company may determine.
7.10. Acceptance of sales transactions by the Merchant and Customer shall not in any way be binding on the Company as to the validity of any
sales transaction or sales transaction receipts. The Company shall not honor any sales transactions which in the opinion of the Company
is not genuine and/or reasonably suspected to be unusual, irregular, suspicious, or fraudulent.
7.11. The Merchant shall be solely liable for all discrepancies arising from any errors, default, negligence, act and/or omission by the Merchant
and/or its system which is not attributable to the Company and shall indemnify and keep the Company indemnified from the Customer
and/or third party’s claims which is arising therefrom.
7.12. Notwithstanding anything to the contrary, the Parties agree that the Company has a right to claim from the Merchant the disbursed amount
by way of Charge Back or any other methods as the Company deems appropriate in the event the Merchant later discovers that the said
disbursed amount is associated with unusual, irregular, suspicious, or fraudulent transaction.
8. ADVERTISING AND PROMOTION
8.1. Neither Party shall use the other Party’s names, logos, trade name, trademarks, in any advertising, promotional efforts or any publicity of
any kind without the prior written permission of the other Party unless otherwise expressly provided in this Agreement.
8.2. The Merchant shall honor all the promotional/advertising schemes which may be introduced by the Company from time to time.
8.3. Upon the Company’s request, the Merchant shall display prominently at its premises, the Company’s brochures and/or other publicity
material provided to it by the Company pertaining to the activities or campaigns in relation to JuruPay.
8.4. The Merchant shall participate in initiatives that the Company may announce from time to time, including but not limited to new customer
acquisition activities including those assisted by a promoter funded by the Company, in customer promotional campaigns, and other forms
of Merchant loyalty programs.
8.5. The Merchant hereby agrees that the Company may from time to time, display the Merchant’s logo, branding, Intellectual Property Rights
(including any marks and/or images available) on its platform without further approval from the Merchant and the Merchant shall indemnify
the Company and its subsidiaries, its associated companies, and/or Affiliates (where applicable) against all actions, proceedings, loss,
cost (including legal cost on solicitor-client basis), expenses, demands, liabilities or damages, whether directly or indirectly, arising out of
such usage. Notwithstanding anything to the contrary, the Merchant further agrees that all losses, costs, expenses, demands, liabilities or
damage incurred or suffered by the Company as a result of the infringement of the said Intellectual Property Rights by the Merchant shall
be reimbursed by the Merchant within fourteen (14) days of receipt of the Intellectual Property Rights owner’s written demand for the same.
9. COMPLIANCE WITH APPLICABLE LAW
9.1. Each Party agrees to comply with all Applicable Laws, rules and regulations (including but not limited to laws, rules and regulations
regarding e-money, anti-money laundering and counter financing of terrorism, privacy and protection of personal data, record keeping,
suspicious transaction reporting and currency controls) during the term of this Agreement. If either Party becomes aware of any existing
or proposed law, rules and regulations which could affect the Payment Services, then such Party shall use its best efforts to provide the
other Party with such details as are reasonably available to such Party.
9.2. Each Party represents that all necessary approvals, consents, licenses and authorizations required to perform its respective obligations
under this Agreement in connection with the provision of the Payment Services has been obtained. Each Party further covenants that it
will take all actions necessary to ensure that they remain in full force and effect throughout the term of this Agreement. Each Party further
represents that there is no restriction, covenant or obligation binding on each of them which prohibits, prevents or limits its performance
9.3. The Merchant shall ensure the safe operation of Payment Services and operate in a manner that is consistent with The Company’s
business requirement in respect of the provision of Payment Services.
10. COMPLIANCE PROCESS AND THE KNOW YOUR CLIENT (“KYC”) PROCEDURE
10.1. The Company shall receive and verify documentation in respect to the Merchant’s incorporation status. The nature and sufficiency of the
documentation shall be specified in writing by the Compliance Department of the Company.
10.2. A due diligence process shall be carried out by the Compliance Department of the Company. The Merchant’s account shall only be created
after the Compliance Department at the Company approves the Merchant’s status as a Merchant and the Merchant accepts the terms of
10.3. The Company reserves the right to decline the Merchant’s application as Merchant or suspend, block or terminate the Merchant’s account,
at any time with or without notice and without assigning any reasons if the Merchant’s incorporation status does not conform to Applicable
Laws or if the Company suspects that the Merchant’s account has been misused or that the Merchant has acted in violation of Applicable
Laws or in contravention of the terms and conditions of this Agreement.
11. MUTUAL WARRANTIES AND REPRESENTATIONS
11.1. Both Parties expressly warrant and represent to each other the following:
a) both Parties have the requisite authority and necessary corporate powers to enter into and perform its obligations under this
Agreement and its respective designated officers, as applicable, are duly authorized by their respective directors and shareholders
to bind them by signing this Agreement;
b) the execution and performance of this Agreement does not and shall not violate or conflict with any undertaking, agreement, contract
or arrangement which the respective Parties may have with any third party or any law, regulation, ruling, administrative or judicial
decision or policy of any government authority;
c) both Parties have the authority and legal capacity to enter into this Agreement and is not under any disability, restriction or prohibition
which prevents it from performing or adhering to any of its duties or obligations under this Agreement; and
d) both Parties shall perform their obligations promptly and in a proper and efficient manner and in accordance with this Agreement and
all Applicable Laws of Malaysia at all times.
12. ASSUMPTION OF RISK, INDEMNITY AND INSURANCE
12.1. The Merchant assumes all risks and losses arising from or in connection with employing the Payment Services including all loss arising
from misuses, theft, burglary, forgery, robbery or other crime, destruction, mysterious disappearance and all other similar or dissimilar
causes of loss and the Merchant shall indemnify the Company, its subsidiaries, its associated companies and/or Affiliates against all
consequent liability, loss and expenses (including legal costs and expenses on solicitor-client basis) incurred by the Company.
12.2. The Merchant shall indemnify, keep the Company indemnified, hold harmless and defend the Company, its subsidiaries, its associated
companies, and/or Affiliates, directors, employees, and/or agents from any and all claims, demands, litigation, expenses, liabilities penalty,
fine or the like (including costs and legal fees on solicitor-client basis sustained or paid) of every nature arising under any statute or
common law pursuant to this Agreement for:-
a) death or personal injury to persons or damage to tangible property;
b) complaints made by the Customer in respect of any purchase of the products and/or services from the Merchant;
c) any act or omission by the Merchant and/or the employees of the Merchant in connection with Payment Services which directly
causes the Company to suffer any loss or damages;
d) breach or non-observance of any of the undertakings, representations, warranties, declarations, obligations and/or Applicable Laws
in connection with employment of JuruPay e-Wallet and/or under this Agreement.
This provision shall survive the termination or expiration of this Agreement.
13. RECORD KEEPING, AUDIT AND INSPECTION
13.1. The Merchant shall keep records of all Payment Services transactions and retain the required supporting documents for a period of seven
(7) years or as required by law. The Merchant shall use the records and information contained therein only in the performance of the
Payment Services and only as provided in this Agreement and ensure that the confidentiality of the Wallet Holder’s information or
documents are preserved at all times in accordance with Section 133 of the Financial Services Act 2013.
13.2. The Parties acknowledge that the activities of the Company are subject to review by Bank Negara Malaysia and/or other government
authorities. The Merchant hereby agrees to provide full co-operation to officers of Bank Negara Malaysia and/or any other government
authorities, including allowing unrestricted access to its premises or any document or information as may be required by the officers
relating to this Agreement including any document or information relating to the Wallet Holders for the purpose of conducting audit and
inspection from time to time.
13.3. The Merchant shall ensure that at all times during normal business hours, with or without notice to the Merchant, the Company and its
representatives or Bank Negara Malaysia or relevant authorities and its representatives shall be given access:-
a) to the Merchant’s premises in order to review, examine, audit and make copies of and abstracts from all books, records and
documents (including without limitation, computer tapes and disks) in the possession of the Merchant or under its control relating to
b) to interview and discuss with any of its officers or employees matters relating to Payment Services, its internal controls and its
performance of this Agreement;
c) to conduct such investigations as the Company may deem necessary to confirm that the business module and records in relation to
business in compliance with this Agreement, Applicable Laws, rules and regulations and in a manner consistent with this Agreement.
13.4. In addition, the Merchant agrees and consents to be subjected to the audit by the internal and external auditors of the Company on a
periodical basis and agrees to provide full co-operation to the auditors to enable them to carry out their audit.
13.5. The Merchant undertakes to take immediate action to address issues raised by the officers of any government authorities in its audit and
inspection and the issues raised by the internal and external auditors of the Company.
14.1. The Company hereby warrants and represents that the Company is the owner of the mobile wallet application/e-Wallet which carries the
name of “JuruPay”.
14.2. All names, logos, trade names, brand names, service marks, symbols, name mark, brand marks, and/or marks used in connection with
the Payment Services are collectively referred to as the “the Company Marks”. The Company hereby grants to the Merchant a nonexclusive, non-transferable, limited license to use the Company Marks solely for the purpose in connection with the utilization of the
Payment Services by the Merchant.
14.3. The Merchant agrees to use the Company Marks only in the form and manner approved in writing by the Company, as the case may be
and further agree to comply with any instructions or guidelines issued to it by the Company to ensure the proper protection of the
Company’s proprietary or other interest in relation to the Company Marks under the laws of Malaysia. The Merchant further agrees that
neither this license nor the Merchant’s use of the Company Marks shall convey to the Merchant any right, title or interest in them or affect
in any way the Company’s exclusive rights thereof.
14.4. The Merchant shall fully indemnify the Company, its subsidiaries, its associated companies, and/or Affiliates from and against all demands,
claims, actions, proceedings, damages, losses, liability, claims, costs and expenses of whatsoever nature (including without limitation
legal expenses on a solicitor-client basis) and any claims of any Wallet Holder or third party from or in any way attributed to any default,
neglect, or act and/or omission by the Merchant or its employees or agents, which is inconsistent with the Company’s, its subsidiaries, its
associated companies, and/or Affiliates’ Intellectual Property Rights to the Company Marks.
14.5. The Merchant hereby grants to the Company and its subsidiaries, its associated companies, and/or Affiliates the non-exclusive license to
use its names, logos, trade names, brand names, service marks, symbols, name mark, brand marks, marks and/or trademark solely for
the purpose in connection with the distribution, circulation, promoting, sale, marketing and/or any other endeavors in improving the
branding recognition of JuruPay in the market.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. Each Party shall retain all rights, title and interest to its own Confidential Information and Intellectual Property Rights.
15.2. The Merchant may use the Intellectual Property Rights relating to JuruPay/Payment Services including the mobile applications and any
literature supplied by the Company in connection with them only as expressly authorized in writing by the Company, in accordance with
the instruction and guidelines of the Company issued and/or communicated by the Company from time to time and solely for the activities
contemplated in this Agreement only.
15.3. The Merchant acknowledges that:-
a) it has no rights in or to the Company’s, its subsidiaries, its associated companies, and/or Affiliates’ Intellectual Property Rights and
that it shall use such Intellectual Property Rights only during the term of this Agreement or on the terms set forth herein;
b) it must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property Rights might be
diminished or jeopardized;
c) it must not hack, reverse engineer, misuse or in any way tamper with the mobile application and underlying codes, platform or system
in connection with the Company e-Wallet; and
d) it must inform the Company immediately of any infringement or apparent or threatened infringement of the Company’s and/or its
subsidiaries, and/or Affiliates’ Intellectual Property Rights and of any passing off of any such Intellectual Property Rights of which it
may become aware. It must on request assist the Company to deal with such infringements.
16.1. All Confidential Information disclosed or communicated by the Company to the Merchant or obtained by the Merchant from the Company
in connection with this Agreement including but not limited to the business and operations of the Company and the terms of this Agreement
shall be treated as Confidential Information unless the information:-
a) is or becomes publicly available through no fault of the Merchant;
b) which the Merchant can prove was in its possession or known to it prior to its receipt from the Company;
c) 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 the Company;
d) was independently developed by the Merchant without the use of the Confidential Information.
16.2. 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.
16.3. 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:
a) 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 the Company for any damages, losses, cost and expenses suffered or incurred by the Company arising out of or in
connection with any breaches thereof by its employees and advisers; and/or
b) 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.
16.4. 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:
a) shall where practicable and lawful give twenty four (24) hours’ notice to the Company that it is required to disclose the Confidential
Information so that the Company has an opportunity to protect the confidentiality of its Confidential Information; and
b) provides the Company with a copy of the Confidential Information that the Merchant is to disclose.
16.5. The Party shall notify the disclosing Party promptly in writing of any misuse or misappropriation of Confidential Information of which may
come to the attention of the receiving Party and/or where the receiving Party has reason to believe that there has been a breach of the
terms and conditions of this Agreement.
16.6. Upon the expiry or termination of this Agreement, the Merchant shall promptly destroy or return to the Company or, where instructed,
destroy Confidential Information of the Company and immediately cease using all Confidential Information. Where required by the
Company, the Merchant shall provide to the Company a written undertaking and/or statutory declaration confirming that it has fully
complied with the requirements of this Clause and that it is not in possession or control of any of the Company’s Confidential Information.
16.7. The Merchant shall ensure that each of its personnel strictly complies with the obligations under this clause.
16.8. All ownership and Intellectual Property Rights in the Company’s Confidential Information shall remain vested in the Company.
16.9. The Parties therefore agree that the Company 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.
16.10. The Parties shall be liable for any:-
a) loss, theft or inadvertent disclosure of Confidential Information; and
b) unauthorized disclosure of Confidential Information by persons, including but not limited to, present and former employees to whom
the Parties has the right to disclose Confidential Information under this Agreement; PROVIDED ALWAYS that the receiving Party
shall not be liable for such inadvertent or unauthorized disclosure if it has used the same degree of care in safeguarding such
Confidential Information as it uses for its own confidential information, but not less than a reasonable degree of care and UPON
becoming aware of such inadvertent or unauthorized disclosure, notifies the disclosing Party and has taken reasonable measures to
mitigate the effects of such disclosures and to prevent any further disclosures.
16.11. If there is any uncertainty as to whether any information is confidential, that information shall be treated as Confidential Information unless
notified in writing to the contrary.
16.12. The obligations pursuant to this clause shall survive the termination or expiry of this Agreement.
17. DATA PROTECTION
Merchant shall always endeavor to keep all data related to the Payment Services under this Agreement secure and shall follow industry practice and
any guidelines issued by any regulatory authority from time to time. Apart to fulfill its audit purposes, the Merchant acknowledges and agrees not to
store the credentials of the Wallet Holders and/or Customer in any form including without limitation by creating logs.
18. FORCE MAJEURE
18.1. Neither Party shall be liable for failure to perform their respective obligations under this Agreement solely caused by force majeure events
beyond their reasonable control. For the avoidance of doubt, force majeure shall mean any factors or impediment that are beyond the
Parties’ reasonable control and that it could not reasonably be expected to have taken the impediment into account at the time of the
conclusion of this Agreement or to have avoided its consequences including but not limited to war, revolution, insurrection, riots, blockage
or embargo, emergency, accident, fire, earthquake, flood, storm, industrial strikes, lockouts or other labor disputes not instigated or caused
by the affected Party for the purposes of avoiding its obligations herein, pandemics and viral outbreak. Provided that an event of force
majeure shall not include economic downturn, non- availability or insufficient funds, or lack of financing on the part of the affected Party to
carry out its obligations under this Agreement (hereinafter referred to as “Force Majeure”).
18.2. The Party experiencing the Force Majeure events shall notify the other Party within seven (7) days and shall cooperate in minimizing the
impact of such Force Majeure. If such circumstances occur for a continuous period in excess of six (6) months either Party may elect to
terminate this Agreement in whole or in part upon written notice.
19.1. Without prejudice to any other rights of the Parties under this Agreement or at law, this Agreement may be terminated:-
a) immediately by either Party without any liability whatsoever to the Company where:
(i) the provision of the JuruPay/Payment Services or any part thereof shall become unlawful under any laws in Malaysia;
(ii) the Company’s license and/or approval under the relevant legislation which is necessary to provide the Payment Service is
suspended, revoked or terminated and another license of that type is not immediately granted or issued to the Company;
(iii) impact of Force Majeure occurs for a continuous period in excess of six (6) months.
b) 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 nondefaulting 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
(vi) the other Party ceases its business.
c) by the Company by giving thirty (30) days 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 the Company;
(ii) there is a change in the management, constitution, nature or control of the Merchant’s business from that existing on the date of
(iii) the Merchant is in breach of any acts, statutes, laws, by-laws, rules, directives, guidelines, and/or regulations imposed by any
party, regulatory body, or government agency; or
(iv) the Merchant’s e-Wallet is inactive for two (2) consecutive months and the Merchant is unable to furnish reasonable explanation
to the problem.
19.2. Notwithstanding anything to the contrary, the Company 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.
19.3. Upon termination of this Agreement for any reason:-
a) The Merchant shall cease to offer the Payment Services;
b) The Merchant shall immediately within three (3) Business Days render a full accounting to the Company for the purposes of settlement
of Payment Services and will remain liable and shall remit to the Company all fees owed to the Company hereunder relating to
Payment Services transactions;
c) Both Parties shall immediately cease to use of the other Party’s marks and remove (or failing which, permit the other Party to remove)
from its premises stationery and other assets all signs, displays or other materials containing the other Party’s marks;
d) The Merchant shall stop holding itself out as providing the Payment Services;
e) The Merchant shall immediately return or destroy at the Company’s instruction all Confidential Information howsoever stored tangible
or otherwise; and return to the Company any items which the Company has provided to the Merchant and shall promptly delete
Confidential Information from any mobile device, computer memory or other storage medium on which it was stored;
f) The Merchant shall forthwith within three (3) Business Days return to the Company all equipment, original and any copy of any
software, promotional brochure, pamphlets, catalogues, advertising material specifications and other material documents and papers
whatsoever sent to the Merchant and including any documentation which contain or refer to any Confidential Information relating to
the Company, the Payment Services, the Wallet Holders or bearing any name, trademark or logo of the Company or the Wallets
(other than correspondence by the Company and the Merchant) which the Merchant may have in its possession or under its control;
g) Upon such termination, the Parties shall forthwith settle all outstanding accounts due to each other save and except for the disputed
h) The Parties shall remove, uninstall and/or decommission any integration or interface systems, mobile applications or components
which may have been established for the Payment Services pursuant to this Agreement;
i) The termination of this Agreement for any reason whatsoever shall not release any Party from any liability which, at the time of such
termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either
Party from pursuing any rights and remedies it may have hereunder in law which accrued or are based on any event occurring prior
to such termination;
j) The Company shall not be liable or obliged to pay the Merchant any termination fee.
20. MODIFICATION OF TERMS; CHANGES TO SERVICES.
20.1. The Merchant agrees that the Company may revise, modify and/or change the Agreement without prior written notice to the Merchant.
Any such revision, modification or change shall be binding and effective at the Company’s sole discretion.
20.2. The Merchant agrees to periodically review the Company’s Website and to be aware of any such revisions.
20.3. Except as otherwise provided in this Agreement, in the event the Merchant terminates this Agreement, any fees paid by the Merchant are
20.4. By continuing to use the Payment Service after any revision to this Agreement, the Merchant agrees to abide by and be bound by any
such revisions or changes.
21.1. All notices, statements, demands, requirements or other communications and documents required or permitted to be given, served or
delivered to any Party under this Agreement (hereinafter referred to as a “Communication”) shall be in writing in the English language and
shall be either delivered by hand or sent by pre-paid certified or registered mail to that Party at its address stated below. A Communication
once given, served or delivered shall be irrevocable without the consent of the recipient, which may be given or withheld, in its absolute
discretion. A Communication shall be deemed to have been given, served or delivered:
(a) if delivered by hand, upon delivery with acknowledgement.
(b) if sent by mail, after three (3) Business Days of postage;
(c) if sent by electronic mail, twenty-four (24) hours after e-mail is sent always provided a copy thereof is sent by post.
21.2. To the Company:
Attention : Merchant Operation Department
Address : Unit 901A, Level 9, Tower A Uptown 5, 5, Jalan SS 21/39, Damansara Utama, 47400 Petaling Jaya, Selangor
Email : [email protected]
To the Merchant: The address, fax number and email as stated in the Merchant Application Form or otherwise provided by Merchant to the Company.
22. DISPUTES AND GOVERNING LAWS
22.1. This Agreement shall be governed by and construed for all purposes in accordance with the laws of Malaysia
22.2. All disputes, controversies, conflicts or claims between the Parties arising out of or in relation to this Agreement or the breach, termination
or invalidity thereof (hereinafter referred to as the “Dispute”) shall in so far as it is possible, be amicably settled by good faith negotiations
between the Parties.
22.3. The Parties agree to submit to the exclusive jurisdiction of the courts in Malaysia and in the event the Parties are unable to resolve any
Dispute, such Dispute shall be resolved by any court of competent jurisdiction in Malaysia.
22.4. Pending the outcome of the court proceedings, the Parties shall continue with their responsibilities under this Agreement which is not
affected by the said Dispute or difference.
23. LIMITATION OF LIABILITY
23.1. 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, and any act or omission on the part of any third parties not within the control of the either Party.
23.2. The Parties hereby agree that the Company shall not be held liable in any manner whatsoever in the event there is a dispute between the
Merchant and any of the Customer, unless it can be reasonably proven by the Company that such dispute arose, directly or indirectly,
from the negligence, fraudulent act, default, breach and/or omissions committed by the Company in the provision of the Payment Services
under this Agreement.
23.3. The Company 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 of payment which is due and payable to the Merchant in accordance with this Agreement.
23.4. No terms or condition of this Agreement shall benefit or create any right or cause of action in or on behalf of any person or entity other
than the Company 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.
24.1. This Terms and Conditions (Merchants) including any annexures/attachments thereof and the Merchant Application Form shall constitute
a binding contract between the Parties hereto. In the event that there are any inconsistencies between this Terms and Conditions
(Merchants) and the Merchant Application Form, this Terms and Conditions (Merchants) shall prevail.
24.2. 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 party and neither Party shall bind the other by its acts, deeds
24.3. This Agreement supersedes all previous negotiations, writings, commitments or agreements, either oral or written, between the Parties
24.4. This Agreement shall be binding on and shall inure 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 the Company.
24.5. 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
24.6. 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.
24.7. This Agreement shall be governed by and construed in all respects in accordance with the laws of Malaysia.
JuruQuest Customer Care Centre
Unit 901A, Level 9, Tower A, Uptown 5, No.5 Jalan SS21/39 Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan.
Tel: +603 7725 6632