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RMS Merchant Service Agreement

Part A

RMS Merchant Services Terms of Services — Malaysia (“Terms”)
Last updated: 26 April 2022

Welcome to RMS Booster.

These Terms of Services (“Terms”) is binding between Razer Merchant Services Sdn. Bhd. (“RMS”, “Us”, “Our” or “We”) and the Merchant (“you”, “your”, or “Merchant”) who has registered through the RMS Booster for the services of payment processing, data, technology and analytics services, and other business services that may be offered by Us and/or Our Affiliates. These Terms applies to your use of the Services (as defined below).

If you do not understand any of the Terms, please contact us before using the Services.

You may only access and/use the Services upon your acceptance to abide the Terms herein.

Part B

Section A : General terms and conditions

  1. Definitions

           1.1   The following terms are defined for use in this Terms, unless the context otherwise requires:

“Access Password” means the personal identification number to be used you when accessing RMS’ merchant portal to transact or make enquiries for the Transaction process through Us, which may be changed by you with prior notification to Us;
“Affiliate(s)” means in relation to each party, any person or entity controlled directly or indirectly by such party, or any person or entity that controls directly or indirectly such party in any way whatsoever.
“API” means “Application Programming Interface”;
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Selangor Darul Ehsan of Malaysia and the principal place of business of the Merchant;
“Card” means a current credit, debit or charge card that We may accept for processing, as notified to you from time to time;
“Card Issuer” means a financial institution that issues the Card to the Customer;
“Charge Back” means an invalid or disputed Transaction which We or the TPPP identified as being invalid or non-collectible after initial acceptance on account of fraud, lost/cancelled/unissued/invalid account identification, unresolved customer complaint or other cause(s) which may be charged ultimately to you, more particularly described in Clause 8;
“Customer” means any person making a purchase or desiring to make a purchase of your goods, products or services through the Website;
“Disputed Transaction” means where Customer disputes any Transaction made vide RMS System as described under Clause 8.1;
“E-Wallet” means a digital wallet which has stored value funded through a variety of funding sources and enables its Users to make online and offline Payment for Product offered you which We may accept for processing;
“E-Wallet Issuer” means the company that is licensed under Bank Negara Malaysia (“BNM”) to operate an E-Wallet in Malaysia;
“Gratification” includes any gift, money, property or thing of value, or any service, favor or other intangible benefit or consideration of any kind, or any other similar advantage.
“Maintenance Fee” means a yearly fee charged (if applicable) on you for the maintenance of the API used to integrate with the Website or Merchant’s physical outlet;
“RMS System” means the RMS system providing variety of secured Payment Channels to you;
“MYR”, “RM” means lawful currency of Malaysia or Malaysian Ringgit;
“Offline Payment” means a payment method which is initiated by RMS System by scanning barcode, other machine-readable format or via other similar means generated in the Customer’s portable device to enable the Customer to make cashless payments through any Payment Channel at your physical outlet;
“Online Payment” means a payment method by which a value is exchanged electronically for transactions facilitated by the RMS System, through the Payment Channel;
“Payment Channel” means a channel that offers a payment method to enable you to accept the payment method to their Customer including but not limited to, Cards, online and offline bank transfers, direct debits, offered by Payment Schemes, online and/or offline E-Wallet under this  Terms;
“Payment Scheme” means the network of the entity which regulates and offers the Payment Channel, including but not limited to Visa, MasterCard, JCB, Union Pay, Diners Club and Pay Net;
“Products” means products that are sold or distributed online by you via your Website and/or sold and distributed physically at your outlet;
“Prohibited Products” means without limitation, the products and/or services listed on Our link, as updated from time to time:
https://merchant.razer.com/v3/docs/support/getting-started/prohibited-items/.
“Refund” means a Transaction that is reversed with the intention of crediting the Customer’s account;
“Settlement Period” means the period between the date of the Transaction and the date on which Settlement in respect of that Transaction is due to you;
“Settlement Funds” means the amount due to you, expressed in the currency notified by Us to you, calculated in accordance with Clause 5;
“Services” means services offered by Us pursuant to Clause 2.1 of this Terms;
“Settlement Charge” means the amount charged to you for receiving settlement from Us in relation to your use of the Payment Channels;
“Sign Up Fee” means the one time fee to be paid to Us charged at the initial onset of the integration of RMS System to the Payment Channel for use by you;
“Trading Limit” means at any time, the amount determined in RMS System which your Transaction value will not exceed;
“Transaction” means an act of payment whether in the form of monetary or something in equivalent value for the exchange of goods and services by the Customer via RMS System;
“Transaction Fee” means that part of the Service Charge based on a percentage of turnover, and all the payments by Us to you pursuant to the Transactions shall be less the amount of the Transaction Fee and We shall not under any circumstances be liable to pay or reimburse you for the full value of each Transaction;
“Website” means one or more e-commerce platform, interactive Internet World Wide Websites or mobile application maintained by you for the purpose of displaying and offering your goods, products or services for sale to Customers;
“Terminal” means the equipment to be provided by Us or any other third party authorized by Us which is integrated with the RMS System for the acceptance of Card at your outlet;
“Third Party Payment Partner” or “TPPP” means the financial or non-financial institution(s) which is appointed by a Payment Scheme or licensed by Bank Negara Malaysia to enable the use of a Payment Channel offered under this Terms for which We will route the Transaction for authorization, clearing and settlement purposes.
  1. Services

          2.1   Under this Terms, We will provide you with all or any the following services:

                  a) payment gateway solutions to be integrated into the Website for use by the Customer;

                  b) processing of Online Payment(s) made by Customers for the purchase of your goods and/or services on the Website through the RMS System in connection with any Transactions;

                  c) processing of Offline Payment(s) made by Customer for the purchase of your goods and/or services at your outlet through the use of Terminal for any Transactions;

                  d) services related to settlement to you with respect to such Transaction; and/or

                  e) the routing of Transactions by Us for authorization, clearing and/or settlement purposes directly with relevant Payment Scheme or via the Third Party Payment Partner (“TPPP”).

                  (collectively, “Services”)

          2.2   In providing the Services, We are not to be construed as owing any fiduciary duty to you in respect of the payments made by the Customers through the RMS System.

          2.3   We may offer other/additional features from time to time. For purposes of the foregoing, you will be subjected to background checks in accordance with Clause 3.2 before We may agree to onboard you. WE also reserve the right to conduct the background check to any current features which have been accepted previously by you.

          2.4   You hereby agree that any successful Transactions conducted by a third party via fraudulent and illegal means are beyond Our control and you agrees to indemnify Us in the event of any loss suffered by Us in accordance with Clause 10.

          2.5   To the extent that is applicable to Us, We shall be required to adhere to the additional terms and conditions implemented by the Payment Scheme or Payment Channel, as and when it is informed to Us.

  1. Merchant’s Obligations

          3.1   You undertakes that it shall not perform or fail to perform any act in violation of federal, state/provincial, or local law of Malaysia including but not limited to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“ AMLATFPUAA”), as well as laws of any countries in which you does business.

          3.2   You hereby authorizes Us to conduct background checks on you through any credit reporting agency registered under the Credit Reporting Agencies Act 2010, as part of RMS’s Know Your Customer (KYC) procedure and in compliance with the AMLATFPUAA. The background checks will include, but are not limited to, credit checks, Politically Exposed Persons (PEPs) and sanctions checks, adverse media checks, identity of your parent company, subsidiaries, directors, shareholders and ultimate beneficial owner. You are required, upon Our request and from time to time, to provide Us with information and/or copies of documents relating to, amongst others, your corporate structure, incorporation and statutory documents, and nature of business as part of RMS’ KYC procedure.

          3.3   You acknowledges and agrees that the E-Wallet Issuer may at any time suspend, limit or terminate the E-Wallet services. WE shall in no event be liable to you for any such suspension, limitation or termination by the E-Wallet Issuer.

          3.4   You shall display prominently, the brand name and logo of RMS and all other marketing or publicity materials that may be provided by Us, on your Website. You shall also be responsible to notify the Customer regarding the Customer’s card statement which shall be displayed as “Razer”, “RMS”, “Razer Merchant Services” or any other description for the charges instead of your trading name.

          3.5   You shall retain copies of all Transaction receipts, with respect to Transactions for a period of seven (7) years. You shall provide such copies of the Transaction receipts to Us within five (5) Business Day upon receipt of such request to do so from Us and hereby authorizes Us to transfer such information to the E-Wallet Issuer, Card Issuer or the Payment Channel operator, where required for the purposes of providing the Services to you.

          3.6   You shall perform payment verification with the E-Wallet User, Card Issuer or the Payment Channel operator where required.

          3.7   You shall perform payment verification with the Customer in the event We suspects the genuineness of the Transaction performed on your website.

          3.8   You warrant that all information provided to Us in connection with your application for the use of Services is correct and that no information has been withheld which, if provided, could have materially affected Our decision to enter into this Terms.

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

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

          3.11   You shall immediately notify Us in accordance with manner stated in clause 17.1 if there is any change to:

                 3.11.1   the nature of the product or services offered on Merchant’s Website; or

                 3.11.2   the business telephone number or address.

          3.12   You shall ensure that the Access Password is not disclosed to any unauthorized persons at all times during the Term. Subject to Clause 3.9, We shall carry out all Transactions, issued or purportedly issued by you through RMS Website or the business telephone number in accordance with this Terms.

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

          3.14   You undertake not to use RMS System to perform any transaction that involves articles prohibited or restricted from being sold to to Customers by Us or under any applicable laws, including without limitation those listed as Prohibited Products.

          3.15   Where applicable, you agrees to be bound by the additional terms and conditions of the TPPP and/or Payment Scheme as provided in the schedules, which may also be amended from time to time as notified by Us. Your continuing use of the Payment Channels constitutes your consent and agreement to such additions, removals and amendment to the additional terms and conditions of the TPPP an/or Payment Scheme. For the avoidance of doubt, if there is any inconsistencies between the schedules and the Terms herein, the specific terms and/or definitions in the schedules shall prevail with respect to the Payment Channel used by you.

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

  1. Authorization of Transactions

          4.1   The acceptance/processing of Transaction(s) shall not in any way be binding on Us as to the validity of any Transaction or Transaction receipts. We shall not honor any Transactions which in Our opinion is not genuine.

          4.2   Authorization of a transaction does not guarantee payment to you nor is it a guarantee that it will not be a subject to a Charge Back or other rights of reduction or set-off under this Terms in relation to that Transaction.

          4.3   For the purpose of Authorization of Transactions, We shall, at Our sole discretion route the Transactions directly to the Payment Scheme or via the Third Party Payment Partner.

  1. Payment of Settlement Funds

          5.1   Subject to Clause 5.2 and Clause 8, We will remit the payment of the Settlement Funds to your bank account in respect of each completed Transaction as applicable.

          5.2   The amount of Settlement Funds due in respect of Transactions shall be deducted for the followings:

                  5.2.1   The Service Charges due as described in Clause 6;

                  5.2.2   Refunds in accordance with Clause 9;

                  5.2.3   Charge Back, and any fines/penalties passed on to Us by the TPPP in respect of your Transactions;

                  5.2.4   Disputed Transactions and any amounts required to cover potential or expected Refunds, Charge Back or Disputed Transactions;

                  5.2.5   Any applicable taxes (including Sales and Service Tax at 6%), assessments or duties that may be introduced by the relevant authorities, which may vary from time to time;

                  5.2.6   Withholding Tax (both Domestic and International Payment Channels);

                  5.2.7   Foreign Telegraphic Transfer fee for overseas bank account settlement and foreign Payment Channels; or

                  5.2.8   Foreign exchange rate fluctuation (Forex conversion for international Payment Channels);

          5.3   If the Settlement is below the minimum Settlement amount, such Settlement shall be carried forward to the next Settlement date.

          5.4   In the event that the value of all items listed in Clause 5.2.1 to 5.2.8 exceed the value of all Transactions falling due for Settlement on the Settlement date, the resulting shortfall may be held over by Us for deduction against the following Settlement when it shall be deducted from that Settlement together with any interest due. However, We reserve the right at any time to require payment (including by directly debiting the charges to the Merchant’s account balances) of all or part of such shortfall in such currency as We may determine.

          5.5   Settlement payment by Us to you shall be in the settlement currency stated as agreed by Parties. All foreign currencies will be converted to settlement currency if such a conversion is required. We shall use the respective local bank’s prevailing bank exchange rates as the conversion rates.

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

  1. Service Charges

          6.1   In consideration of Us providing the Services to you, you agrees to pay to Us Service Charges consisting of the following (where applicable):

                  6.1.1   A non-recurring and non refundable Signup Fees;

                  6.1.2   A recurring and non refundable Maintenance Fees payable annually;

                  6.1.3   The Transaction Fee on each Transaction and deduct the same from the payment made by the Customer in respect of each RMS Transaction for the respective Payment Channels provided;

                  6.1.4   Settlement Charge on each settlement for the respective Payment Channels provided;

                  6.1.5   Telegraphic Transfer Charges (TT Charges) per transfer charged by the financial institution;

                  6.1.6   Refund Service Charge on each refund request for the respective Payment Channels provided; and

                  6.1.7   The Chargeback Fee on each chargeback transaction for the respective Payment Channels;

          6.2   We reserve the right to recover Service Charges provided in Clause 6.1.1 to 6.1.7 hereof by debiting your account balances if there is insufficient fund available from the next Settlement . Without prejudice to Our other rights, We may suspend or withdraw the Services if Service Charges or any other sums payable to Us are not paid when due. You shall also be responsible for Our additional costs due to dealing with customer disputes, Refunds, Charge Back, Disputed Transactions or other causes.

          6.3   We reserved the rights to suspend you and withhold Settlement to you in the event that the Maintenance Fee, Charge Back, and other due charges are not settled by you after two (2) weeks from the date the amount is due. Your account shall be reactivated upon settlement of all dues within one (1) business day.

  1. Security Deposit & Transaction Limit

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

          7.2   The maximum amount of any one Settlement permitted under the Merchant account is referred to as the Trading Limit. We may vary the Trading Limit at any time by giving notice to you. We reserved the right to complete or reject any attempted payment that exceeds the applicable limit, at Our complete discretion. In addition, We reserved the right to further limit the amount or the frequency of transactions from any of the Merchant’s accounts for security reasons, and We shall not be liable to you if such a limitation is put in place. We reserved the right to refuse to honor payment requests that We believe or suspects are fraudulent or erroneous. You accept that We shall exercise this right in our sole discretion. For avoidance of doubt, you shall not in any case rely upon Us to discover or prevent loss as a result of a fraud or erroneous payment.

  1. Charge Back & Disputed Transactions

          8.1   We shall not be responsible nor liable to you in the event a Customer disputes any Transaction made vide RMS System.

          8.2   We shall provide assistance on information regarding the disputed Transaction, but We shall not under any obligation or responsibility to investigate any disputes on the said Transaction. The investigation on the dispute or Charge Back Transaction shall be performed by Royal Police Malaysia, Cyber Crime Unit.

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

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

          8.5   In the event that We consider in good faith there is a possibility of Charge Back, We shall have the discretion to retain the amount from any Settlement (up to a maximum of 6 months) to cover the potential amount of such Charge Back and you shall on request provide such additional funds within two (2) weeks from the official request as We may specify in good faith to cover Charge Back and potential Charge Back.

  1. Refunds

          9.1   Where there is any Transaction to be refunded to a Customer, the amount shall be debited from your account, therefore, you shall advise Us via an automated systems as provided by Us or Payment Channel from time to time, or by hand or post on your letterhead with the authorized person signature affixed thereto, confirming such Refund to be made to the Customer.

          9.2   Refunds shall only be made to the Card or E-Wallet where the original Transaction was debited, as applicable and not to any other method. A Refund Service Charge shall be chargeable to you where applicable.

          9.3   Refunds to a Customer’s Bank account shall be made to the same where the original Bank account was debited whereas refunds to Customer by cash shall be made only to the Customer who has made the original Transaction with you.

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

  1. Indemnity

          10.1   You hereby indemnifies and shall keep Us indemnified from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising to which We, or employees or servants may be subjected in any manner due to, arising out of or in the course of or by reason of any breach of this Terms by you, including, without limitation:

                  10.1.1   Any act, neglect or default of you or your agents, employees, licensees or customers;

                  10.1.2   Any event of fraudulent and illegal transaction committed by you or your agents, employees, licensees or Customers;

                  10.1.3   Breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from you carrying out the Transactions;

                  10.1.4   Breaches resulting in any successful claim or penalty fee charged by any Payment Scheme or TPPP in respect of any matter arising from you carrying out the Transactions;

                  10.1.5   Any event which may compel the authority to issue statutory order towards Us to make certain payment as a result of fraudulent and illegal transaction which may occur beyond Our control;

                  10.1.6   any breach by you of any provision contained herein;

                  10.1.7   any violation or claimed violation of a third party’s rights, including intellectual property rights in connection with the services; or

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

  1. Confidentiality

          11.1   You shall not at any time during or after the Term of this Terms divulge or allow to be divulged to any person any confidential information relating to Us, the RMS System, the Transactions or this Terms other than to persons who have signed a confidentiality undertaking in the form approved by Us.

          11.2   Subject to Clause 13, We shall not at any time during or after the Term disclose or allow access to, your personal information or your customers, to third parties without your prior written consent.

          11.3   You shall not directly or indirectly, by any means whatsoever, obtain or attempt to obtain information of the Customers of other merchants.

          11.4   If We, in our absolute opinion, believe or suspect that you have breached the provisions in this Clause 11 (or any of them), We shall be entitled to terminate this Terms pursuant to Clause 15.1.

          11.5   We shall take reasonable measures to safeguard all information stored in the RMS System.

  1. Merchant’s Covenants, Warranties and Undertakings

          12.1   You hereby irrevocably and unconditionally covenants, warrants and undertakes:

                  12.1.1   To observes the guidelines, procedure of the Transactions as set out in this Terms or such other updates as provided by Us from time to time during the subsistence of this Terms;

                  12.1.2   Upon request by Us, to furnish originals of bills or other supporting documents in relation to or in connection with the Transactions;

                  12.1 .3   Upon request by Us, to allow Our representative for site visit and photo taking on the business premise.

                  12.1.4   To notify Us immediately in writing of any change in the organization or corporate or business structure of you or in any of the information furnished to your bank pursuant to this Terms;

                  12.1.5   At all times, to promote and recommend your Customer(s) to purchase goods, products or services using the RMS System;

                  12.1.6   Not to provide or disclose any information in relation to or in connection with the Transactions to any unauthorized third party;

                  12.1.7   Not to gain or attempt to gain, directly or indirectly unauthorized access to RMS System for the purpose of obtaining customers’ information of Our other merchants.

                  12.1.8   Not to use the RMS System to conduct any fraudulent, immoral or illegal activities or activities that may infringe the intellectual property rights of third parties;

                  12.1.9   Not to knowingly submit any Transaction that is illegal or that you should have reasonably known to be illegal in nature;

                  12.1.10   Not to use any intellectual property belonging to Us, including, without limitation, trademarks, trade names or patents, whether registered or not, without the prior written consent of Us other than such usage permitted under this Terms;

                  12.1.11   That you have obtained all requisite licenses, authorizations, permits and approvals for the carrying on of your business;

                  12.1.12   That you are duly authorized and empowered to enter into this Terms; and

                  12.1.13   That you shall not at any time represent to any third party as an agent of Us.

          12.2   If, in the sole and absolute opinion of Us, you have breached your obligations, warranty, undertaking or covenant as stipulated in this Terms, We shall be entitled to suspend you from carrying any further RMS Transactions or terminate this Terms in accordance with the provisions of this Terms.

  1. Disclosure of Information

          13.1   We shall, to the extent permitted by law, be entitled and you hereby irrevocably and unconditionally consents and authorizes Us  to disclose or release any information pertaining to you or your transactions through RMS System to such extent that We may at our absolute discretion deem fit to:

                  13.1.1   Your Bank;

                  13.1.2   Such other persons as We may be required to disclose under applicable law;

                  13.1.3   Such other persons or entity pursuant to any governmental directive or order of the court; or

                  13.1.4   Any other party whosoever as We may at Our absolute discretion deem fit in the event of Dispute Transactions.

  1. Limitation on Liability

          14.1   Notwithstanding anything else in this Terms, neither Us nor Our officers, directors, agents, shareholders or employees shall be liable to you with respect to any contract, tort or other legal or equitable theory for any incidental, indirect, special, exemplary or consequential damages incurred in connection with this Terms even if such party has been advised of the possibility or likelihood of such occurring.

          14.2   In no event shall Our total accumulated liability under this Terms and any applicable law, exceed the total amount of Transaction Fee paid or payable by you to Us under this Terms for the six-month period preceding that claim for liability, irrespective of the nature or kind of such liability.

  1. Term & Right of Termination

          15.1   The duration of this Terms will be for a period of twelve (12) months from the Effective Date after which this Terms will renew automatically for successive twelve (12) month terms (“Term”) unless earlier terminated in accordance with this Terms.

          15.2   Termination due to your default:

                  15.2.1   Upon the happening of any of the events set out below We may, at Our absolute discretion, forthwith, by giving notice in writing to you, terminate this Terms without prejudice to any other remedy We may have against you:

                    (a) If and whenever there shall be a breach of or non observance or non performance of any of the terms, covenants or conditions contained herein and on the part of you and/or your employees to be observed and performed including failure to pay any of the fees and payment herein stipulated;

                    (b) Any judgment obtained against you remains unsatisfied for more than fourteen (14) days or you shall have your property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of your creditors or becomes a bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with your creditors;

                    (c) You have a receiver or a receiver and manager appointed over the whole or in part of your property or undertake or has an official manager appointed pursuant to the provisions of the Companies Act 2016 or any other legislation in substitution therefore or a special administrator appointed pursuant to the Pengurusan Danaharta Nasional Berhad Act 1998;

                    (d) You default in performing or observing any terms, covenants or conditions to be observed or performed by it under any mortgage or other encumbrance over your assets and such default materially affects your ability to perform your obligations under this Terms;

                    (e) You being a partnership changes your membership without Our prior written approval or is terminated or dissolved except in the events of death of a partner;

                    (f) Where you are a corporation, the control over you by the shareholders who are shareholders as at the date of this Terms is passed by them to other persons or corporation without the prior written approval of Us first being had and obtained;

                    (g) You being a natural person becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he/she habitually uses drugs or intoxicating liquor to such an extent that he/she has lost the power of self control with respect to drugs or intoxicating liquor; or

                    (h) You are engaged in or suspected of engaging in fraudulent, illegal or immoral activities or you are conducting or suspected of conducting fraudulent, illegal, immoral or infringing third parties’ intellectual property, transactions through RMS System. For termination pursuant to this clause, We shall hold Settlement funds for up to 180 days.

                    (i) Act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities, action of financial institution authorities or for any other reason beyond your the reasonable control.

                    (j) You have breached the provisions in clause 3.14

                  15.2.2   Upon termination of this Terms, the following provisions shall apply:

                    (a) any pending Transactions to be performed using the RMS system will be cancelled;

                    (b) you shall within thirty (30) days from the date of termination pay all monies which are due and payable to Us under this Terms; and

                    (c) Our obligation to reimburse you shall cease on the effective date of such termination and We shall not be obliged or bound to make any payment on any RMS Transaction completed after the date of termination.

                  15.2.3   Upon termination of this Terms, you shall forthwith return to Us, at your own cost and expenses, all documentation and Terminal provided by Us pursuant to this Terms.

                  15.2.4   Upon termination of this Terms, the Security Deposit, if any, will be returned to you after six (6) month upon the termination of the contract free from any interest.

          15.3   Termination due to the default of Us

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

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

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

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

  1. Suspension

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

          16.2   In the occurrence of such event by reason stated above in Clause 16.1, We shall, at Our absolute discretion, immediately suspend you from carrying further Transactions without giving any notice.

          16.3   Notwithstanding any other rights available under this Terms, We shall, at Our absolute discretion, suspend you from any further Transaction in the event there is no transaction recorded within 180 days consecutively. For avoidance of doubt, We shall first issue a notice of potential suspension in the event there is no Transaction recorded within 90 days consecutively, and you shall do the necessary to ensure the availability of active Transaction. In the event there is still no Transaction recorded within 180 days consecutively, We shall suspend you account immediately and shall have the right to terminate in accordance to Clause 15.4.

  1. Notices

          17.1   All notices and documents required to be given by you under this Terms to Us shall be sent to Us by way of registered post to the following address or such other address as We may notify at any time or from time to time or email to the e-mail address below:

Address : J-39-1, Block J, Persiaran Multimedia, i-City, 40000 Shah Alam, Selangor Darul Ehsan. Malaysia.

Email: support-sa@razer.com

Any notice or document sent by you to Us shall be deemed served when such notice or document is duly received by Us.

          17.2   All notices and documents required to be given by Us under this Terms shall be sent to you by any one of the following methods:

                  17.2.1   Ordinary or registered post to your last known address according to Our records;

                  17.2.2   By facsimile to your last known facsimile number according to Our records;

                  17.2.3   Electronic mail to your last known electronic mail address according to Our records;

                  17.2.4   Posting the notice or communication on RMS website;

                  17.2.5   Notices placed with or in any of Our written communications to you;

                  17.2.6   Telephone call to your last known telephone number according to Our records;

                  17.2.7   Notices placed through any forms or channel of media; or

                  17.2.8   Any manner of notification as We may at Our absolute discretion determine.

          17.3   Any notice or document or communication given by Us to you shall be deemed to be served and received by you:

                  17.3.1   If sent by ordinary or registered post, within three (3) days of posting; or

                  17.3.2   If sent by other methods stated in Clauses 17.2.2 to 17.2.8, on the next Business Day following the sending or publication of such notice or document.

  1. Waiver and Severance

          18.1   Any failure by Us to enforce at any time or for any period any one or more of the terms or conditions of this Terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Terms.

          18.2   In the event that any provisions of this Terms is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the Party shall amend that provision in such reasonable manner as would achieve the intention of the Party or at Our discretion it may be severed from this Terms and the remaining provisions remain in full force and effect unless We decides that the effect of such severance is to defeat the original intention of the Parties in which event We shall be entitled to terminate this Terms.

  1. Acknowledgement of Merchant

          19.1   You acknowledges that prior to having executed this Terms it has carefully read the provisions of this Terms and has understood them and has not relied upon any statement, representation or waiver made by Us or Our servants, agents other than as set out herein.

  1. Discretion

          20.1   No decision, exercise of discretion, judgment or opinion or approval of any matter mentioned in this Terms or arising from it shall be deemed to have been made by Us except if in writing and shall be at Our sole discretion unless otherwise expressly provided in this Terms.

  1. Governing Law and Jurisdiction

          21.1   This Terms shall be governed by Malaysian law in every particular including formation and interpretation.

          21.2   Any proceedings arising out of or in connection with this Terms may only be brought in a court of competent jurisdiction in Malaysia.

          21.3   This Terms shall be binding upon the heirs, personal representatives, successors, and assigns of the Parties.

  1. Variation

          22.1   This Terms may be amended by Us from time to time and shall be communicated to you in manner as stated in clause 17.2 or any such other manner as We may in Our absolute discretion determine. The notice shall be deemed to be received by you in the manner set out in clause 17.3.

          22.2   Any amendment to this Terms will take effect fourteen (14) days from the date the notice is deemed received by you (as set out in clause 22.1) (“Date of Change”) unless you communicate in writing to Us of Our non-acceptance to the amendment of this Terms before the Date of Change.

          22.3    In the absence of any notification by you, you agree that continued performance of the Transactions vide the RMS System after the Date of Change shall constitute your express acceptance of the amendment to this Terms made by Us.

  1. Cost and Expenses

          23.1   Each Party shall bear its own solicitor’s costs and expenses in respect of the preparation and execution of this Terms and all ancillary documents.

  1. Anti-bribery & Corruption Laws.

          24.1   You shall comply and shall take appropriate steps to ensure the compliance of each of your principals, owners, ultimate beneficial owners, shareholders, officers, directors, employees, agents, consultants, affiliates, suppliers and sub-contractors with all applicable anti-bribery and anti-corruption laws in Malaysia (“Anti-Bribery and Corruption Laws”) in any business dealings and activities undertaken in connection with this Terms. Accordingly:

                    (a) You undertake that neither you nor your Affiliates nor anyone acting on your behalf shall, whether before, during or after the term of this Terms, directly or indirectly, give or offer, or agree to give or offer, any Gratification as an inducement or reward to any director, officer or employee of Us or any other person, for doing or forbearing from doing or for having done or forborne from doing any act, or for showing or forbearing from showing favor or disfavor to any person, in relation to this Terms.

                    (b) You covenants that you have not and shall not, in all activities in connection with the performance of this Terms, directly or indirectly, make any payment, authorize, offer or promise to make any payment or transfer of anything of value to a government official or employee, or to any political party or any candidate for political office, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to improperly acquire, preserve or obtain business.

                    (c) You shall not instruct, cause or permit any third party to violate the conditions in this Clause 24 on behalf of you or Us.

                    (d) You shall as soon as possible, in writing or orally, inform any of the officers of Us, upon having knowledge of any director, officer or employee of Us, directly or indirectly, asking for or receiving, any Gratification whether for his own personal benefit or advantage or for the benefit or advantage of any other person, in relation to this Terms, whether before, during or after the term of this Terms.

                    (e) You undertakes that neither you nor your Affiliate nor anyone acting on your behalf shall, whether before, during or after the term of this Terms, directly or indirectly, give or offer, or agree to give or offer, any Gratification as an inducement or reward to any director, officer or employee of Us or any other person, for doing or forbearing from doing or for having done or forborne from doing any act, or for showing or forbearing from showing favor or disfavor to any person, in relation to this Terms.

                    (f) You shall maintain true and accurate records necessary to demonstrate compliance with this Clause 24 and shall provide to Us a written certification of the measures it has taken to ensure such compliance upon simple request by Us. We shall have the right to audit, by ourselves and/or by Our appointed auditors and representatives, such books and records and your various locations for the purposes of assessing compliance with the provisions in this Clause 24, upon notice and subject to reasonableness as to place, date and time of said audit, all to the extent such books and records relate to Our performance under this Terms. You agrees to fully cooperate in any such audit.

          24.2   Without prejudice to Our other rights and remedies under the Terms or law, We may terminate this Terms, or suspend or withhold payment effective immediately, upon written notice to you if We in good faith believes that you, your Affiliate or anyone acting on your behalf is in breach or caused a breach of this Clause 24. Upon such termination, We shall be entitled to claim all losses, costs, damages and expenses including any incidental costs and expenses incurred by Us arising from such termination.  We shall not be liable for any claims, losses or damages suffered by you arising from or in connection with your failure to comply with this clause, or the termination of this Terms pursuant to this clause.

          24.3   Regardless of any other provision in this Terms, We will not be obliged to do, or omit to do, any act which would, in Our reasonable opinion, potentially cause Us to breach the Anti-Bribery and Corruption Laws.

          24.4   You shall be liable for and shall defend, indemnify and hold Us harmless from and against any and all costs and expenses as arising out of or in connection with any breach by you of this Clause 24.

          24.5   Notwithstanding any other provision in this Terms but subject to any written law, We shall keep confidential any information disclosed or received under Clause 24 including the identity of the person giving the information and all the circumstances relating to the information.

  1. Data Protection

          25.1   Where either Party is processing Personal Data, it will do so in accordance with the Personal Data Protection Act 2010 (“PDPA”). Personal Data shall have the meaning as set out under the PDPA. A Party will only process Personal Data received from the other for the purpose of and in connection with this Terms and shall not further process the Personal Data in any manner incompatible with that purpose.

         25.2   Once a Party has processed the Personal Data, the Party shall destroy or, at the other Party’s written request, return to the other Party, the Personal Data, unless otherwise obligated to retain the Personal Data to fulfill regulatory obligations.