Paydibs Service Agreement

  1. Overview


1.1      PAYDIBS SDN. BHD. [Company Registration No.: 201001018323 (902029-A)] (“Paydibs”), a company incorporated under the laws of Malaysia and is regulated by the Central Bank of Malaysia (Bank Negara Malaysia) as Merchant Acquiring Services provider. This Terms of Use (“Agreement”) constitutes a legal agreement between Paydibs and you, as the Merchant, that sets forth the terms and conditions which governs your use of the Paydibs Services as owned by Paydibs. By accessing our platform (whether through our website https://www.paydibs.com/, mobile application and/or other medium developed and maintained by Paydibs) (“Platform”) and using all and/or any part of the Paydibs Services signify your irrevocable acceptance of all of the terms and conditions contained in this Agreement including the Privacy Policy.


You should read all these terms carefully when choosing whether to use the Paydibs Services.


Please note the following risks of using the Paydibs Services at your sole risks and responsibilities:


  1. any payments received in your Paydibs Account may be reversed at a later time, for example, if a payment is subject to a Chargeback, Reversal, claim or is otherwise invalidated by any relevant party [including but not limited to the Bank and/or government authority(ies)]. This means that a payment may be reversed from your Paydibs Account after you have provided to the sender (whether such party is your representative, agent and/or shipping or courier company) with the products and/or services that were purchased by the Customer;


  1. we may, at our sole and absolute discretion, close, deactivate, suspend, or limit your access to your Paydibs Account, the Paydibs Services and/or limit access to your funds in your Paydibs Account if you violate any part of this Agreement, Privacy Policy and/or or any other agreements that you have entered into with us in connection to the Paydibs Services; and


  1. you are solely responsible, at your own cost and expense, for understanding and complying with any and all laws, rules and regulations of the specific jurisdiction where you are operating your business at that may be applicable to you in connection with your use of the Paydibs Services, including but not limited to, those related to export or import excise duties, taxes or foreign currency transactions.


This Agreement shall not be regarded as a solicitation of the Paydibs Services and Paydibs is not targeting any country to market or promote the Paydibs Services through this Agreement in any manner whatsoever.


Paydibs reserves full rights to revise this Agreement at any time as Paydibs deems fit with or without providing you with any written notice by uploading a revised version on our Platform wherein such revised version shall be effective at the moment we uploaded it. Your continued access of the Platform and use of the Paydibs Services shall be deemed that you have acknowledged and agreed to any amendments, variations and/or modifications of the Agreement from thereof.  


Words that used simultaneously such as “us”, “we” and “our” refer to Paydibs.

2.        Definitions And Interpretations


2.1       In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:


            Affiliates means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direct of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;


            Bank means any banks and/or financial institutions licensed by the relevant government authorities in any part of the world;


            Card Association means Visa, MasterCard, American Express or other recognised electronic payment cards;


            Cardholder means the Customer as the cardholder of a debit card and/or credit card;


            Chargeback means a dispute raised by the Customer for whatsoever reasons (not limited to fraud and/or identity theft) in demanding a payment refund in relation to a Payment Transaction;


            Customer means the end users of the Paydibs Services to effect payment for any products and/or services sold by the Merchant through its websites and/or other electronic commerce platforms;  


            Force Majeure means acts of war or terrorism, labor, civil or military unrest, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, adverse change in laws or regulations, pandemics or epidemics, delay of essential materials or services or any significant adverse event that is beyond anybody's control;


            Merchant means any individual or corporate entity who are desirous to subscribe and use the Paydibs Services to facilitate the Payment Transaction;


            Paydibs Account means the merchant account provided by Paydibs to the Merchant for the Paydibs Services;


            Paydibs Services means the services offered by Paydibs to the Merchant to facilitate Payment Transactions from the Customer on behalf of a Merchant, including but not limited to, Paydibs Pay, Paydibs Checkout, Paydibs Unified Gateway and/or other payment products and/or services that Paydibs may offer from time to time;


            Payment Transaction means any payment transaction effected by the Customer through the Paydibs Services for the purchase of any products and/or services sold by the Merchant;


            Reversal means any void Payment Transaction (not limited to cancellation of any products and/or services ordered by the Customer for whatsoever reasons) and where payment funds of such void Payment Transaction are refunded by the Bank to the Customer’s bank account and/or other electronic money (e-money) account (if applicable); and


            “You” or “your” means the Merchant.


2.2      Words denoting the singular number only shall include the plural number and vice versa.


2.3      Headings in this Agreement are for convenient reference only and shall not be used to construe or interpret this Agreement.


3.        Payment Services


Paydibs is a payment services provider and acts as such by creating, hosting, maintaining and providing our Paydibs Services to you via the Internet. Our services allow you to sell your products and/or services to the Customers and receive payments from the Customers facilitated via the Paydibs Services.


Paydibs is not a remittance business service, a money transfer service and/or other related services thereto. We do not have any control over and are not responsible or liable in any manner whatsoever for the products and/or services that are paid for by the Customer by using the Paydibs Services. We shall not be held liable and/or responsible in any manner whatsoever, to ensure that the Merchant will fulfil their obligation to deliver the product and/or services purchased by the Customer. For the avoidance of any doubts, Paydibs shall not be a party to any disputes between the Merchant and Customer, including but not limited to the delivery, wrong orders, size, quality, quantity, warranty or use of any Merchant’s products and/or services sold to the Customer and/or request for any refund of payments as a result of any Chargeback and/or Reversal. Any disputes arising from thereof shall be restricted solely between the Merchant and Customer.

4.        Information

In order to open and maintain the Paydibs Account, you shall provide us with correct, accurate and updated information as follows:


  1. Your Contact Information

It is your sole responsibility to keep your phone number and primary email address up to date so that Paydibs can communicate with you on time. You hereby understand and agree that if Paydibs tries to reach out to you through phone or electronic communications, but you did not receive it because your contact on Paydibs’ record is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications or message/phone call for whatsoever reasons, Paydibs shall not held liable and/or responsible to you in any manner whatsoever wherein such failed communication or notification to you shall be deemed to have been communicated and notified to you effectively and accordingly. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you shall add Paydibs to your email address book so that you will be able to receive and view the communications we send to you from time to time. We shall not be held liable and/or responsible to you in any manner whatsoever if such emails were left in the spam folder which subsequently be automatically deleted or removed by your email service provider from thereof.

You can update your primary email address at any time by emailing to Paydibs support at support@paydibs.com. If your email address becomes invalid, please notify Paydibs support team immediately.


  1. Identity Verification


You hereby acknowledge and authorise Paydibs, directly or through its authorised third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or documentation, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your information against third-party databases or through other sources.


4.3      Credit Report Authorisation


If you subscribe to all or any part of the Paydibs Services which subsequently requires you to sign up for a Paydibs Account with us, you are providing Paydibs with your written instructions and authorisation in accordance with any applicable law to obtain your personal and/or business credit report from a credit bureau, for example, Credit Tip-Off Service (CTOS). You are also authorising Paydibs to obtain your personal and/or business credit report for the following purposes not limited to:


  1. when you request certain new products from us; or
  2. at any time Paydibs reasonably believes or suspects that there may be an increased level of risk associated with your Paydibs Account.


  1. Beneficial Owner

You hereby represent and warrant to us that, at all material times, you are the sole and beneficial owner of the Paydibs Account, and conduct business only on behalf of yourself. You shall ensure that all merchant identity number and password assigned to you to access the Paydibs Account are not shared or disclosed to any other person or tampered with by any unauthorised persons whereupon such unauthorised actions and/or suspicious activities relating your Paydibs Account shall be sole liability and/or responsibility of the Merchant and Paydibs shall not be liable and/or responsible for any loss, damage, cost and/or expense that the Merchant may incur or suffer from thereof.


4.5       Proof of Shipment, Proof of Delivery, and Signature Confirmation Requirements

4.5.1    "Proof of Shipment" is online or physical documentation from a shipping or courier company that includes all of the followings:


  1. the dates on when the item is shipped out to the Customer; and
  2. the recipient's address, showing at least the city/state or postal code (or international equivalent).


4.5.2    "Proof of Delivery (for tangible items)" is online documentation from a shipping or courier company that includes all of the followings:


  1. the dates on when the item is delivered to the Customer; and
  2. the recipient's address, showing at least the city/state or postal code (or international equivalent).


4.5.3     "Signature Confirmation" is online documentation that can be viewed at the shipping or courier company's website.


4.5.4     “Proof of Delivery (for intangible or virtual items or services)” means any compelling evidence to show the purchase order was fulfilled and includes all of the followings:


  1. the dates on when the item or service was provided to the Customer; and
  2. the recipient's address (email/IP, etc.) where applicable.

5.           Restricted Activities

In connection with your use of our Platform, your Paydibs Account, the Paydibs Services, or in the course of your interactions with Paydibs, the Customers, or related third-parties, you shall not (collectively, “Restricted Activities”):


  1. breach this Agreement, the Merchant’s Policy or any other policy that you have agreed to and implemented by Paydibs from time to time;
  2. violate any law, statute, ordinance, or regulation that are applicable to you;
  3. infringe Paydibs’ or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
  4. sell counterfeit goods;
  5. sell any items / services that relates to transactions involving but not limited to, narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, eg: illegal drug paraphernalia, prescription and controlled medicines;
  6. operate business that encourage, promote, facilitate or instruct others to engage in illegal activity, including violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime;
  7. sell any stolen goods including digital and virtual goods;
  8. allow the sale of any tobacco, electronic liquids and electronic cigarettes product/service which are illegal to be sold in the area that you are selling from and to the state/country you are selling to. Your website must have a disclaimer to restrict the sale of such items to any Customers below 18 years old; 
  9. sell any items with content of sexually oriented materials or services;
  10. sell any ammunition, firearms, or certain firearm parts or accessories, or certain weapons or knives;
  11. conduct any operating business that show the personal information of third parties in violation of applicable law, support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;
  12. sell any traveler’s checks or money orders, or involve currency exchanges or check cashing businesses, involves in certain credit repair, debt settlement services, credit transactions or insurance activities, or involve in offering or receiving payments for the purpose of bribery or corruption;
  13. engage in potentially fraudulent or suspicious activity and/or transactions;
  14. refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  15. receive or attempt to receive funds from both Paydibs and the Customer, Bank or card issuer (if applicable) for the same Payment Transaction during the course of a Chargeback, Reversal and/or other dispute by the Customer;
  16. control a Paydibs Account that is linked to another Paydibs Account that has engaged in any of these Restricted Activities herein;
  17. conduct your business or use the Paydibs Services in a manner that results in or may result in complaints, disputes, claims, Reversals, Chargebacks, fees, fines, penalties and other liability to Paydibs, the Customers, other related third parties or you;
  18. have a credit rating from a credit reporting agency that indicates a high level of risk associated with your use of the Paydibs Services;
  19. use your Paydibs Account and/or Paydibs Services in a manner that the Card Association, FPX and/or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of Card Association or network rules;
  20. use a credit card with your Paydibs Account to provide yourself a cash advance (or help others to do so);
  21. disclose or distribute the Customer’s information to a third party, or use their information for marketing purposes without their prior written consent;
  22. facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information to the Paydibs Account and/or Paydibs Services, wherever applicable;
  23. take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
  24. operate business in managing capital markets and services platform including digital currency, digital token and cryptocurrency;
  25. act in a manner that is defamatory, trade libellous, threatening or harassing to Paydibs, Affiliates, our employees, agents or the Customer;
  26. provide any false, inaccurate or misleading information to us;
  27. be involved in irregular transactions, excessive Chargebacks, non-compliance with any applicable data security standards, as determined by Paydibs, Card Association, the Bank, or an actual or suspected data security standards, or any other circumstances which, in the discretion of Paydibs, the Bank and/or Card Association, may increase the risk exposure of such parties or otherwise present a direct or indirect financial or security risk to such parties; and
  28. be involved in any businesses that expose vulnerabilities leading to an increased high level of risk.

6.          Chargeback Terms

Paydibs shall process the Chargeback received provided that the Chargeback complies with the rule imposed by the Card Association (including but not limited to any Payment Transaction caused by fraud, identity theft, non-satisfactory quality of products and/or services provided by Merchant to the Customer, failure by Merchant to adhere with its own internal process and non-compliance with the procedure from thereof).

Chargeback timeline 45-180 days

Chargeback

45 days

Representment


Within 45 calendar days of the chargeback settlement date

2nd Chargeback/ Pre-Arbitration

Within 45 calendar days of the representment settlement date

Arbitration Case Filing

45 calendar days from the last applicable chargeback cycle








Paydibs shall have full recourse to recover any payment made to the Merchant for any Chargeback claim in the event of any breach or violation by the Merchant of the terms and conditions of this Agreement.

Paydibs may withhold amounts payable to the Merchant for Chargeback reserves or similar purposes.

Merchant acknowledges and agrees that Paydibs shall be entitled to, on an ongoing basis, closely monitor the Chargeback performance at Paydibs’ level pursuant to our standards.

In the event Paydibs discovers that Merchant has breached and violated any of the terms and conditions of this Agreement, including any procedures and requirements as may be stipulated by Paydibs on the Merchant from time to time, Paydibs shall be entitled, at its sole and absolute discretion, to effect an immediate deduction from the Paydibs Account and/or Merchant’s other banking account maintained with Paydibs for the total amount of the Chargeback claimed. If Merchant’s banking account has insufficient funds to settle such Chargeback claimed, Paydibs shall have full recourse to recover by exercising its right to set-off or by raising a claim on the Merchant or by any other means (including to commence any legal proceedings against the Merchant), as Paydibs shall deem fit whereupon all cost and expense (including any reasonable solicitors’ costs) as may be incurred or expended by Paydibs in recovering such Chargeback claim against the Merchant shall be borne by the Merchant solely.

7.           Additional Terms and Conditions for any Merchant with a Marketplace Concept or Model

If your website or system involves a marketplace model which includes you acquiring your own merchants to sell on your website, or your model involves you selling on behalf of other merchants, you will be subjected to our additional terms and conditions at our sole and absolute discretion. Failing to notify or inform us will result in your Paydibs Account to be suspended or deactivated without further reference to you without any liability and/or responsibility owing by Paydibs to you for any loss, damage, cost and/or expense as may be incurred or suffered by you resulting from thereof.

8.           Your Liability and Actions We May Take

  1.        Your Liability

8.1.1     General


You shall be responsible for all Reversals, Chargebacks, claims, fees, fines, penalties and other liability incurred by Paydibs, the Customer, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Paydibs Services. You agree to fully indemnify Paydibs, the Customer, or a third party for any and all such liability.

If the Customer files a Significantly Not as Described (SNAD) Claim for an item he or she purchased from you, you will generally be required to accept the item back and refund the Customer the full purchase price, including the original shipping costs and associated costs thereto. You shall not receive a refund on any Paydibs’ service fees charged and paid by you to Paydibs in relation to the SNAD Claim. Further, if you did not succeed in proving against the SNAD Claim because we, in our sole and absolute discretion, reasonably believe that the item you sold to the Customer is counterfeit, you shall be required to provide a full refund to the Customer accordingly and in the event if you did not receive the item back from the Customer for whatsoever reasons, it may be disposed of or otherwise irreversibly dealt with at Paydibs’ sole and absolute discretion without any liability and/or responsibility owing by Paydibs to you for any loss, damage, cost and/or expense as may be incurred or suffered by you resulting from thereof.


  1. Liability for instructions given by you on your Paydibs Account


Any instructions given by you on your Paydibs Account (whether verbal or in writing) once you have been authenticated will be relied on by Paydibs. Paydibs shall not be liable for any loss, damage, cost and/or expense that you or anyone else suffers where Paydibs acts on those instructions in good faith, unless it was proved that Paydibs was negligent.

8.1.3      Prohibited Countries

You shall not use the Paydibs Services if you are a resident of a country embargoed by Malaysia, or are a foreign person or entity blocked or denied by the Malaysian government. Unless otherwise explicitly stated, all materials found on the Paydibs Services are solely directed to individuals, companies, or other entities located in Malaysia only.

The Merchants need to comply to governing bodies including but not limited to, Ministry of Home Affair (MOHA) and United Nation Sanction List that prohibit transactions with certain high-risk countries as follows:


  • Democratic People’s Republic of Korea
  • Iran
  • Afganistan
  • Congo
  • Eritria
  • Iran
  • Iraq
  • Ivory Coast
  • Lebanon
  • Liberia
  • Libya
  • North Korea
  • Rwanda
  • Somalia
  • Sudan
  • Actions by Paydibs


8.2.1       Actions by Paydibs - Restricted Activities


If Paydibs, in its sole and absolute discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect Paydibs, Affiliates, Customer and/or other third parties from Reversals, Chargebacks, claims, fees, fines, penalties and/or any other liability. The actions we may take include but are not limited to the following:


  1. we may close, deactivate, suspend, or limit your access to your Paydibs Account and/or the Paydibs Services;
  2. we may refuse to provide the Paydibs Services to you now and in the future; and
  3. we may hold your funds in the Paydibs Account for a period of time reasonably determined by us which is needed to protect against the risk of liability to Paydibs, Affliates, Customer, or a third party or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transaction.


  1. Actions by Paydibs - Holds 


(a)       Risk-based Holds 


 Paydibs, in its sole and absolute discretion, may place a hold on any or all of the payment when Paydibs believes there may be a high level of risk associated with you, your Paydibs Account, or any or all of your Payment Transactions. Paydibs' determination may be based on different factors and Paydibs may rely on information it receives from including but not limited to, the acquiring Bank or third parties.

If Paydibs places a hold on a payment, the funds will appear as pending balance or withheld and the payment status will indicate the hold. If Paydibs places a hold on any or all of the payments you receive, Paydibs will provide you with written notice of our actions.

In the event Paydibs believes that you have violated the terms of this Agreement or any other policy as may be implemented by us from time to time, and that such a violation results in the need to continue holding the funds, or Paydibs believes that you may be engaging in potentially fraudulent or suspicious activity and/or transactions wherein in such an event, Paydibs may continue to hold the payment until the matter is resolved pursuant to this Agreement. Paydibs, in its sole and absolute discretion, may release the payments held earlier under certain circumstances, for example when you upload tracking information of the item you shipped.


(b)       Disputed Transaction Holds 


If the Customer files a dispute, claim, Chargeback or Reversal on any Payment Transaction you received, Paydibs may place a temporary hold on the funds in your Paydibs Account to cover the amount of the Payment Transaction which the Customer has filed such dispute, claim, Chargeback or Reversal. If you succeed in proving against the said dispute with the relevant information, document and data as required by Paydibs, Bank and/or other third parties, Paydibs will release the amount of the Payment Transaction to you which the Customer has filed the said dispute. If you did not succeed in proving against the said dispute, Paydibs, at its sole and sole discretion, will offset from such funds being held by Paydibs from your Paydibs Account accordingly.

An acquiring Bank is potentially liable for losses caused by Merchant’s fraud, including Merchants engaged in deceptive or misleading practices while the risk may occur at the payment facilitator level, when products, services, or systems associated with the processing are not properly reviewed for compliance, or when the operations are not consistent with law, ethical standards, or the card scheme’s policies and procedures. The Merchant shall be solely liable and responsible for such losses as may be suffered by the acquiring Bank in the event of such aforementioned circumstances.

Under Fraud Policy, Paydibs practices to review and validate every Merchant’s transaction of sales activity, transaction patterns and authentication of transaction from time to time in which a Payment Transaction may be on hold by Paydibs due to the following circumstances upon transaction monitoring:


  1. non-3D authenticated transaction;
  2. massive failed transactions occurred on the Merchants’ account in respect of the Paydibs Account;
  3. disputes / complaints received from Cardholder;
  4. mismatch on business activity against documents presented during

             registration;

  1. excessive Chargebacks due to Merchant’s business practices or procedures;
  2. excessive deposits for transactions unauthorized by Cardholders;
  3. credit or debit card fraud conviction;
  4. Merchant failed to provide complete supporting documents as requested by Paydibs’ compliance team and/or other third parties;
  5. Merchant failed to be reached out via any form of communication; and
  6. Any occurrences which are deemed to be suspicious under Paydibs’ review that requires further explanation from the Merchant.


Paydibs will hold any transaction under the above listed circumstances with a verification email to be sent to the Merchant requesting for supporting information and document before the settlement is processed. Should Merchant failed to provide any of the requested information, documents and/or additional explanation, the withheld transaction will be remain for 120 days following Chargeback filing window.

Paydibs will also send a verification email to the Bank as a process of authenticating a non-3D or suspicious transaction and upon receiving the authorization confirmation that the withheld transaction was not suspicious, the withheld transaction will be released for settlement.


  1. Actions by Paydibs - Reserves 


Paydibs, in its sole and sole discretion, may require the Merchant to place certain amount in the Paydibs Account as reserve on funds held by Paydibs (“Reserves”) when Paydibs believes that there may be a high level of risk associated with selling your products and/or services. Paydibs may change the terms of the Reserves at any time by providing you with written notice of the new terms. In the event Paydibs is unable to recover any Chargeback and/or Reversals from you for any reasons whatsoever, you hereby acknowledge and authorise Paydibs to utilise the Reserves to offset the amount of Chargeback and/or Reversals accordingly.


  1. Actions by Paydibs - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria 


Paydibs, in its sole and absolute discretion, reserves the right to terminate this Agreement and/or your access to the Paydibs Account and/or the Paydibs Services arising from your breach or violation of the terms and conditions of this Agreement at any time upon written notice to you. All payment which is pending to you shall be forfeited accordingly. If we limit access to your Paydibs Account, including through a Reserve or hold, we will provide you with written notice of our actions.

Further, you acknowledge and agree that Paydibs' decision to take certain actions, including limiting access to your Paydibs Account, placing holds or imposing Reserves, may be based on confidential criteria that is essential to our management of risk, the security of the Customers' accounts and the Paydibs Services and/or its related systems. You hereby acknowledge and agree that Paydibs is under no obligation to disclose the details of its risk management or its security procedures to you.


8.2.5      Actions by Paydibs - Paydibs Liability

Paydibs shall be liable to provide the funds settlement to Merchants in the event the issuer, including foreign issuers of payment instruments, or any other parties involved in the handling of such funds, fail to fulfil its settlement obligations provided that such funds are not subject to any disputes, claims, Reversals, Chargebacks, fees and fines penalties and other liability until such disputes are fully resolved accordingly.


9.             Limitations of Liability


IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOSS OF PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR PLATFORM, PAYDIBS ACCOUNT, PAYDIBS SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) UNLESS AND TO THE EXTENT PROHIBITED BY LAW OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.


10.          Disclaimers


10.1.       Paydibs is not a bank and the Paydibs Services are merely payment processing services rather than banking services. Paydibs is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian. Paydibs does not have control of, nor liability for, the products and/or services that are paid for with the Paydibs Services. We do not guarantee the identity of any Customer or ensure that the Customer or a Merchant will complete a transaction.


10.2        The Platform, Paydibs Account and Paydibs Services are provided on an “as-is-where-is” basis only. Paydibs expressly disclaims all liability and/or responsibility, to any person, entity, body or organisation, for all loss or damage of any kind whatsoever, whether direct, indirect or consequential, in respect of anything done or omitted to be done, whether wholly or partly, in reliance upon the whole or any part of the materials, contents, information and/or functions available on the Platform, Paydibs Account and Paydibs Services. Paydibs shall not be liable and/or responsible if for any reason any part of the Platform, Paydibs Account and Paydibs Services are not accessible and/or not operational to you and/or any of its users at any one time or at any one period or its extension thereof.


10.3        Nothing herein and/or the Platform, Paydibs Account and Paydibs Services shall constitute any representation, warranty and/or guarantee that the Platform, Paydibs Account and Paydibs Services is free of viruses or anything else that may interfere with or damage the operations of your computer systems and/or electronic devices. You shall be solely liable and/or responsible to purchase, download and/or install any anti-virus programs, systems and/or other security or safety measures on your computer systems and/or electronic devices at your own cost and expense in securing against such viruses and/or other potential threats.


10.4        Paydibs does not make any express or implied warranties, representations or endorsements including but not limited to any warranties of title, non-infringement, merchantability, usefulness, operation, completeness, correctness, accuracy, satisfactory quality, reliability, fitness for a particular purpose in respect of the Platform, Paydibs Account and Paydibs Services, the materials, contents, information and/or functions therein and expressly disclaims liability and/or responsibility for errors and omissions in such materials, contents, information and/or functions.


  1. Intellectual Property


11.1       Paydibs and/or its licensors reserve and shall retain its entire right, title and interest in all copyrights, trademarks and other intellectual property rights in connection to the Platform, Paydibs Account and Paydibs Services.


11.2       All other URLs, logos, trademarks, intellectual property related to the Platform, Paydibs Account and Paydibs Services (wherever applicable), including but not limited to, content, text, layout, design, photographs, graphics or anything similar in nature are either registered or unregistered trademarks of Paydibs or its licensors. You shall not or attempt to copy, send, publish, imitate, modify, advertise, amend or use them without Paydibs’ prior written consent. All rights, titles and interests in and to the Platform, Paydibs Account and Paydibs Services, and any and all technology and any content created or derived from any of the foregoing shall be the exclusive property of Paydibs and/or its licensors.

11.3        You shall be solely liable for any loss, damage, cost and expense resulting from any infringement of copyrights, trademark, proprietary rights or any other harm caused by you to Paydibs and/or its licensors.





  1. Force Majeure


Neither party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the party's reasonable control, including a Force Majeure event. If a non-performance or a delay in performance of obligations is due to a Force Majeure event, the parties shall mutually agree to extend the period of performance to factor in the delay due to Force Majeure event.


  1. Privacy


             You hereby acknowledge and agree that when you download, install or use any materials, contents, information and/or functions available on the Platform, Paydibs Account and Paydibs Services, Paydibs may use automatic means (including, for example, cookies and web beacons) to collect and store your information such as name, email address and/or other contact information. You further acknowledge that you may be required to provide certain information as a condition to downloading, installing or using certain features or functionality of the Platform, Paydibs Account and Paydibs Services. All information collected by Paydibs through or in connection with the Platform, Paydibs Account and Paydibs Services are subject to Paydibs’ Privacy Policy. By downloading, installing, using and providing information to or through the Platform, Paydibs Account and Paydibs Services, you have provided your unconditional consent to all actions taken by Paydibs with respect to your information in compliance with the Privacy Policy.


             Please visit our Privacy Policy here for more information.


  1. Indemnification


The Merchant undertakes and agrees to indemnify and hold Paydibs (including its directors, employees, representatives, agents, parent company, and Affiliates) harmless from and against any and all claims, demands, actions, damages, losses, costs, charges, liabilities and expenses (including solicitor’s fees and costs) for any breach and/or violation of this Agreement.


15.       Waiver 

The failure of Paydibs to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.

16.       Relationship


              Nothing in this Agreement will make any party the employee, partner, agent, legal representative, trustee or joint venture of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. Any communications between you and Paydibs through the Paydibs Account (if any), whether by way of feedback or response to queries or otherwise howsoever occurring does not in any way create or give rise to any contractual and/or other form of legal relationship between you and Paydibs.


  1. Severability 


Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, prohibit or unenforceable any other term, condition, stipulation, provision, covenant or undertaking herein contained.


18.      Governing Laws


18.1   This Agreement shall be governed by and construed under the laws of Malaysia.

18.2    Each party consents to the exclusive jurisdiction of the courts of Malaysia, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.


19.      Contact Information:

             PAYDIBS SDN. BHD.

             Suite 11-01/02/03,

             11th Floor, Menara Keck Seng,

             203 Jalan Bukit Bintang, 55100 Kuala Lumpur      

             Email:       support@paydibs.com  


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