FPX is a payment method offered by Payments Network Malaysia Sdn Bhd (“PayNet”) that allows your customers to make payments directly from their bank accounts via online banking at any of FPX participating banks located within Malaysia (“FPX” or “FPX Services”).

By using FPX via Stripe you agree to comply with the terms in Appendix A and Appendix B below that Stripe is required to pass down from PayNet (collectively the “FPX Terms”). The FPX Terms supplement the provisions of the Stripe Services Agreement. Terms used but not defined in Appendix A or in Appendix B shall have the meaning set forth in the Stripe Services Agreement. To the extent that there is a conflict between the Stripe Services Agreement and these FPX Terms the Stripe Services Agreement will prevail.

Appendix A - Terms and conditions for FPX transactions

1. You are required to continue to observe the terms in this Appendix A, which may be varied or modified at any time by Stripe, upon giving written notice to you in accordance with the Stripe Services Agreement.

2. You shall maintain at minimum one registered banking account for FPX Services.

3. You shall ensure that each FPX Transaction has a unique order number for reference purposes.

4. FPX Transactions that contain duplicate order numbers will not be processed by the FPX system.

5. Stripe and PayNet shall not be liable for any loss arising from lack of completeness, sufficiency and accuracy of FPX Transactions sent by you.

6. You shall liaise with Stripe for the crediting of an FPX Transaction and availability of funds for withdrawal or cash withdrawal.

7. You shall be liable for any of your Customer’s claims or complaints lodged concerning the lack of compliance of the goods/services with your Customer’s payment. For these purposes, you shall at your own expense resolve any claims or complaints lodged by your Customer without any involvement of PayNet.

8. Any refund or reversal of an FPX Transaction for any disputes or rejected goods and/or services shall be handled through the FPX system without any reference to or involvement of PayNet.

9. You are liable for all losses resulting directly or indirectly from your own fraudulent activity, regardless if you acted alone or in association with any other person/organization.

10. Stripe and PayNet shall not be liable for any special, incidental or consequential damages whether arising in contract, tort or other principles of law or equity including, but not limited to, loss of opportunity, loss of goodwill, loss of savings or third party claims of any nature, even if PayNet has been advised of the same by you as a result of delay, omission or error in the electronic transmission or receipt of any messages or any fault of, or failure in providing the Services.

11. To the extent permitted by law, in no event shall Stripe and PayNet, their affiliates, officers, directors, employees, agents, successors or assignees be liable for direct, indirect, special, incidental or consequential damages, including but not limited to, loss resulting from business disruption, loss of data, lost goodwill, or damage to systems or data whether in an action for contract or tort.

12. You shall indemnify Stripe and PayNet from any claims, suits, actions, liabilities, costs, of any kind from any third party including your Customers, resulting directly or indirectly from any of the following: (a) any acts, omissions or negligence by you in providing your services to your Customers, and (b) any infringement or alleged infringement by you of any intellectual property rights of a third party in providing your services to your Customers.

13. Stripe reserves the right to terminate or suspend your access to FPX Services by giving notice in writing under the following circumstances:

• a. Your breach of any of the FPX Terms;
• b. Directive has been issued by regulatory or government authority affecting your membership in the FPX Service and/or its legal status;
• c. Your death, bankruptcy or lack of legal capacity, or that you committed an act of bankruptcy, or that a bankruptcy petition has been presented against you; or,
• d. You have acted fraudulently.

14. You shall be auto-terminated if the Platform that you are connected to is terminated from FPX Services.

15. Stripe and PayNet do not accept any responsibility and liability for any loss, damage, costs, or expenses whether direct or indirect that you may suffer and incur arising out of or from the following events including but not limited to:

• suspension or termination from FPX;
• delay or error in electronic transmission in delivery or accepting messages in the FPX system due to your act, omission, negligence or fraudulent acts in upgrading, maintaining, rectifying your own software, hardware, system(s); and
• non-payment or delay in payment from your Customers due to the above circumstances.

16. You may terminate the subscription of FPX Services at any time by giving prior written notice to Stripe in accordance with the Stripe Services Agreement. You shall remain responsible for any FPX Transactions made until your subscription to the FPX Services have been terminated.

17. You shall not use FPX Services to conduct any fraudulent activities or criminal offences.

18. You shall not use PayNet’s or FPX’s logo, trademark or name (“FPX Brand”) for other purposes except for as authorised by PayNet. You shall not license or assign the right to use FPX Brand to any other third party and shall be liable for any damages and expenses arising out of or caused to arise from misuse or unauthorised usage of FPX Brand. In the event of such breach, you shall cease using FPX Brand immediately whereupon Clause 14 shall apply mutatis mutandis.

19. You shall abide with the rules, regulations, guidelines and directives issued from time to time by PayNet including but not limited to your obligations as FPX merchant, which includes displaying appropriately FPX Brand as its marketing tools or channels and documents; and providing FPX Services to your customers during the required operating hours.

20. You shall not build any additional bilateral Direct-To-Bank links to facilitate your Transactions unless prior written approval is obtained from PayNet.

Appendix B FPX standard terms

1. FPX system access

1.1 Stripe is a Participant of the FPX Service (referred to as “the Acquirer” in this Appendix B) and you are a registered seller (referred to as “the Seller” in this Appendix B) under the FPX Services.

1.2 In consideration of the fees paid to the Acquirer, the Acquirer agrees to facilitate the participation of the Seller in the FPX Service in accordance with this Appendix B and the Stripe Services Agreement.

1.3 The Seller hereby agrees to observe all the Operational Procedures for FPX issued by the FPX Operator which is applicable to the Seller as reflected in this Appendix B including any future revisions which will be communicated by the Acquirer to the Seller.

1.4 The Seller hereby acknowledges and agrees that by using the FPX Service, the Seller has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contractual arrangement entered into with the Acquirer.

2. Payment type

2.1 The Seller shall accept payments that draw funds from CASA and optionally payment(s) that draw funds from Line of Credit Accounts.

3. Obligations of Seller

3.1 The Seller shall at all times comply with applicable consumer protection laws (including not limited to the Consumer Protection Act 1999 of Malaysia (if applicable)), as the Seller is prohibited to use misleading and deceptive conduct, false misrepresentation and unfair claims in selling their products or services.

3.2 The Seller shall not be involved or engaged in business activities that contravene the Laws of Malaysia and/or any other applicable laws.

3.3 The Seller is prohibited from re-selling or acquiring any other sub-seller(s) into the FPX Services or acting as merchant aggregators for other seller(s), without the prior written consent of the FPX Operator and Acquirer.

3.4 The Seller must ensure that it has and maintains adequate procedures and systems for receiving and processing prompt payment confirmation received from FPX system and promptly and correctly updates the payment status as well as to ensure that its obligations are fulfilled to the Buyer’s satisfaction.

3.5 The Seller shall ensure that all requirements stipulated in the FPX integration guideline provided that are imposed by the FPX Operator (including but not limited to the following) are fully complied with at all times:

• 3.5.1 Display of FPX Participating Banks at the Seller’s web portal must be in accordance with the FPX integration guideline.
• 3.5.2 Notification to Buyers that FPX Services is available 24 hours daily, subject to Participating Banks’ Internet Banking services availability.
• 3.5.3 The Seller shall take all possible measures to ensure that Buyers Internet Banking security credentials used in the course of a transaction at the Seller’s website, mobile app, exchange and/or other systems, are always safeguarded and is never exposed to any other party except the relevant Buyer Banks:
  • i. The Seller shall not intercept, capture or store Buyers’ Internet Banking security credentials;
  • ii. The Seller shall not facilitate or allow the interception, capturing or storage of Buyers’ Internet Banking security credentials;
  • iii. The Seller shall not through its action or omission, risk the exposure of the Buyers’ Internet Banking security credentials to any party.
• 3.5.4 The Seller shall ensure the confidentiality, integrity and security of Buyers’ information entered at the Seller’s website.

3.6 The Seller must not make any warranties or representations in respect of goods or services supplied which may bind the Acquirer, FPX Operator, Buyer Bank or any other Participants in the FPX Services.

3.7 The Seller must establish and maintain a fair policy for resolving Buyers’ disputes and/or claims.

3.8 The Seller who has been granted a non-transferable license to use the FPX Brand shall not license or assign the said right to use to any other third party. The Seller shall comply with the FPX Brand Guidelines at all times.

3.9 For the purpose of Clause 3.8, the Seller will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorised usage of the FPX Brand. In the event of such breach, the Seller sub- licensed rights of using the FPX Brand shall be revoked and ceased immediately, whereupon this Agreement shall be terminated accordingly. Upon termination, Clause 10.4 shall apply accordingly.

3.10 The Seller shall consent and allow the Acquirer to disclose its information to the FPX Operator, as may be reasonably required for the purpose of and in connection with providing the FPX Services.

3.11 The Seller shall notify the Acquirer immediately if it becomes aware of any non-compliance to this Agreement or the Operational Procedures for FPX which is applicable to the Seller as reflected in this Agreement.

3.12 The Seller’s configuration shall be performed by the Seller with assistance from the Acquirer.

3.13 The Seller shall ensure each transaction that is sent to FPX for processing has a unique payment reference number known as Seller Order Number.

3.14 The Seller shall advise the Buyer to authorize their pending B2B transactions before escalating to the FPX Operator in the event of any discrepancy.

3.15 The Seller shall ensure that their customers are aware that payments can be made via FPX. Sellers shall raise awareness and promote the use of FPX through the Seller’s websites, mobile apps, and other means of communications.

3.16 Clause 3.5.4, 3.7 and 3.9 herein shall survive termination of this Agreement. Termination does not affect either party’s rights accrued and obligations incurred before termination.

4. Obligations of Acquirer

4.1 Acquirer must make payment in full to the Seller and shall not deduct any fees from the payment proceeds due to a Seller, except for situations where the Seller has specifically agreed in writing that FPX fees shall be deducted from payment amount.

4.2 Acquirer shall refund transaction fees to the Seller if fees are incurred due to Buyer’s disputes that are not caused by the Seller. However, if the Seller opts to partially refund overpayments to Buyers, the Seller shall bear the transaction fees for executing the refund.

5. Goods and/or Services Delivery

5.1 Upon receiving final payment confirmation from FPX system, the Seller shall immediately update the Buyer’s payment and proceed to arrange for the delivery of the goods or services purchased by the Buyer. Seller is responsible to ensure that the goods or services purchased are rendered to the Buyer within the duration as stated in the Seller’s website.

6. Fraud and Security

6.1 Sellers shall implement all prudent safeguards and controls necessary to prevent, detect and mitigate fraud, as well as to protect their customers, services and transactions from fraud.

6.2 Sellers shall also comply with all applicable laws of Malaysia, and/or any other applicable laws, in relation to fraud.

6.3 In the interest of safeguarding the integrity of the FPX Services, Sellers grant the FPX Operator and/or the Acquirer the absolute authority to direct Sellers to take any measure that the FPX Operator and/or thee Acquirer deems necessary to detect, mitigate, resolve and prevent fraudulent acts, actual and suspected. Sellers receiving such a directive shall promptly comply with the directive.

7. Buyer’s Disputes/Claims

7.1 The Seller shall assist the Acquirer with investigation related to Buyer’s disputes and requests for refunds in accordance with the following process and timelines:

7.2 If a valid request to recover funds was received by the Seller within sixty (60) days of the Buyer’s FPX payments, the Seller shall address the Buyer’s disputes / claims to the Buyer’s satisfaction.

• 7.2.1 Buyers may submit requests for refunds to their Sellers for the following reasons after FPX payments have been made:
  • i. Goods or services purchased were not provided or rendered due to the Seller’s non-performance or insolvency;
  • ii. Goods purchased were damaged or defective;
  • iii. Goods purchased not as described or as advertised by the Sellers;
  • iv. Goods purchased were not genuine, counterfeit or fake;
  • v. Buyers’ bank accounts were erroneously debited multiple times for a single purchase or charged an incorrect amount by Sellers.
• 7.2.2 Upon receiving a request for refund, the Seller shall respond to all requests for refunds within seven (7) Business Days of receipt. The Seller shall ensure that the refund claims are addressed within the seven (7) Business Days timeframe.

7.3 The Seller may provide concrete evidence to contest the refund claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of goods, or other documentation to demonstrate the Seller’s performance of its obligations. If the Seller is unable to furnish evidence within the timeframe specified in Clause 7.2.2 or the evidence does not conclusively[1] refute the Buyer’s refund claim, the Seller is required to refund the purchase proceeds to the Buyer within three (3) Business Days.

[1] Evidence furnished by a Seller to refute a refund claim is deemed to be sufficient if both the Buyer Bank and the Counterparty are fully satisfied that the Seller has adequately demonstrated that the Seller has performed its obligations.

7.4 If the Seller is not able to adequately refute a refund claim in accordance with Clause 7.3, the Acquirer shall have the right to debit any of the Seller’s account(s) maintained with the Acquirer for the recovery of the disputed sum either entirely or partially.

8. Dispute Resolution

8.1 Sellers shall have the right to refer their disputes to the FPX Operator if there is an allegation of the Acquirer’s non-compliance to the obligations set out in this Agreement and the Operational Procedures. The FPX Operator will review such complaints and allegations, but such review will be confined to:

• 8.1.1 Determination whether there has been non-compliance;
• 8.1.2 Stipulating remedies for the Acquirer to correct or address the non-compliance; and
• 8.1.3 Determination if penalties are applicable for the Acquirer’s non-compliance.

8.2 All decisions rendered by FPX Operator in response to complaints from Sellers shall be binding on the Acquirer.

8.3 Referring allegations of non-compliance to FPX Operator does not preclude the right of Sellers to take the dispute to the respective industry arbitration or mediation bodies.

9. Indemnity

9.1 Subject to the Acquirer and Seller’s (hereinafter referred to as “party” or “party’s”) compliance with Clause 9.3, each party (“Indemnifying Party”) agrees to indemnify and hold the other party and its employees and agents harmless against any and all losses, expenses, claims, suits, demands, actions, and proceedings including all reasonable legal and other related fees or charges (“Liability”) which the other party may suffer or incur or for which the other party may become liable as a result of:

• 9.1.1 Any use of the FPX Brand by the Indemnifying Party other than as permitted by this Agreement.
• 9.1.2 Except to the extent that such liability arises or is incurred by the other party by reason of any act or omission on its part mentioned in Clause 9.1.1.

9.2 Notwithstanding Clause 9.1 above, in the event the Acquirer becomes insolvent, the Seller hereby agrees to indemnify the FPX Operator from all claims, losses, damages, penalties, suits, costs, and expenses (including reasonable legal fees) at all times.

9.3 In the event a claim is made against a party in respect of which it is entitled to be indemnified pursuant to Clause 9.1 or 9.2, that party must:

• i. Give notice of any such claim to the other party;
• ii. Consult with the other party in relation to any such claim;
• iii. Not to settle any claim without obtaining the prior written consent of the other, such consent not to be unreasonably withheld.

9.4 The Acquirer is not liable to the Seller for any loss or damage suffered by the Seller as result of the delay or disruption caused by any system failure beyond the Acquirer’s reasonable control.

9.5 For the purposes of this clause, loss or damage includes any consequential or economic loss or damage.

10. Suspension & Termination

Suspension

10.1 The FPX Operator or the Acquirer, as the case maybe, reserves the right to suspend the participation of the Seller in the FPX Services by giving notice in writing specifying the suspension date and any conditions applicable to the suspension, under the following circumstances:

• 10.1.1 FPX Operator or the Acquirer has determined that the Seller breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or laws;
• 10.1.2 The Seller fails to remedy the breach described in Clause 10.1.1 to the Acquirer’s satisfaction;
• 10.1.3 FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the FPX Services;
• 10.1.4 Court order(s) affecting the Seller’s membership in the FPX Services and/or the legal status of the Seller;
• 10.1.5 Directive(s) issued by regulatory or government authority affecting the Seller’s membership in the FPX Services and/or its legal status;
• 10.1.6 An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;
• 10.1.7 The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or
• 10.1.8 The Seller is suspected on reasonable grounds that it is facilitating, involved in, has committed or will commit fraudulent act(s) in connection with the FPX Services;
• 10.1.9 The Acquirer has received complaints from other Seller(s), other Acquirer(s), Buyer Bank or Buyer that the Seller is engaging in fraudulent activity in connection with the FPX Services; or
• 10.1.10 The Seller has been suspended from the FPX Services by other Acquirer(s) due to breach of provisions of this Agreement or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or law.

10.2 Upon suspension of the Seller in the FPX Services:

• 10.2.1 The services provided under FPX system will be suspended immediately;
• 10.2.2 The Seller will no longer have access to FPX Webview;
• 10.2.3 The Seller will stop sending debit request to FPX system or accept payments from Buyer Bank(s);
• 10.2.4 The Seller will no longer have access to the Acquirer(s) that the Seller is connected to via its Exchange ID / Seller ID(s);
• 10.2.5 The Seller must take all reasonable steps to assist the Acquirer to notify each Buyer affected by the action that the Seller is no longer participating in the FPX Services, in the form directed by the Acquirer;
• 10.2.6 The Seller must cease all promotional and advertising that is related or can be perceived to be related to FPX Services;
• 10.2.7 The Seller must remove all FPX Brand from the Seller’s marketing collaterals, channels and website; and
• 10.2.8 The Seller must take all reasonable steps to comply with any directions of the Acquirer to minimise the impact on Buyer of the suspension.

Termination

10.3 FPX Operator or the Acquirer, as the case maybe, reserves the right to terminate the services provided under this Agreement or the FPX Services under the following circumstances, which includes, but not limited to:

• 10.3.1 This Agreement between the Seller and the Acquirer is terminated or expired;
• 10.3.2 The Acquirer or the FPX Operator has determined that the Seller has breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circulars or laws;
• 10.3.3 The Seller fails to remedy or take adequate steps to remedy its default under this Agreement to the satisfaction of the Acquirer or the FPX Operator, as the case maybe, within a time period as specified in the notice of the default given by the Acquirer;
• 10.3.4 The FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes resulting in potential threats to the stability, integrity, safety and efficiency of the FPX Services;
• 10.3.5 Court order(s) affecting the Seller or the Acquirer(s) membership and/or legal status;
• 10.3.6 Directive(s) issued by regulatory or government authority affecting the Seller or the Acquirer(s) membership and/or legal status;
• 10.3.7 An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;
• 10.3.8 The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or
• 10.3.9 The Acquirer’s membership in the FPX Services or RENTAS is terminated or suspended and the Seller has not appointed a replacement Acquirer;
• 10.3.10 The FPX Operator has determined the Seller is inactive or the Seller is deemed inactive when there are no FPX transactions for a period of twelve (12) consecutive months.

10.4 Upon termination of this Agreement, the Seller must undertake the following:

• a. Immediately advise its customers that they will no longer accept payment via FPX from the effective date of termination of the Seller’s access to FPX Services;
• b. Shall ensure that inflight transactions post-termination are completed i.e. goods are delivered to the Buyer’s satisfaction;
• c. Cease all promotional and advertising that is related, or can be perceived to be related to the FPX Services; and
• d. Remove all FPX Brand and Marks from the Seller’s payment channels and websites.

10.5 Upon termination of this Agreement, the participation of the Seller in FPX Services is automatically terminated and the Seller will no longer have access to the FPX system and services provided under the FPX system.

10.6 Termination of the Seller in the FPX Services shall not extinguish any outstanding right or liability arising under this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as reflected in this Agreement.

11. Advertisement and use of logo

11.1 The FPX Operator owns all rights, titles and interest in the FPX Brand and the FPX Operator and/or the Acquirer may specify and may at any time amend the requirements relating to the use and/or display of the FPX Brand.

11.2 The Seller shall comply with the requirements, process and/or guidelines prescribed by the FPX Operator in using the FPX Brand.

11.3 The Seller must use the appropriate denotation or legend of trademark registration or ownership in connection with FPX Brand, as required or consented to by the FPX Operator and/or the Acquirer.

11.4 The Seller shall only use the FPX Brand for the sole purpose of publicising, indicating and advertising that the Seller accepts payment requests through the FPX Services.

11.5 The FPX Operator and/or the Acquirer have the right to direct the Seller to make changes to their use of the FPX Brand to rectify any non-compliance or potential non-compliance.

11.6 The FPX Operator, may at any time, in its absolute discretion, direct a Seller to cease using the FPX Brand where such use is in breach of this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as stipulated in this Agreement.

11.7 The Seller must not use the FPX Brand in such a way to create an impression that the goods or services offered by the Seller are sponsored, produced, offered or sold by the owner of the FPX Brand. The Seller must not adopt “FPX” or any other FPX Brand as any part of the name of its business or apply it to any goods or services offered for sale.

11.8 In the event of termination of the Seller’s access in FPX Services, the Seller’s sub-licensed use of the FPX Brand shall be automatically revoked on the day that the cessation of the Seller’s access takes effect.

11.9 The Seller must immediately on becoming aware of any infringement or potential infringement of the FPX Brand, notify the Acquirer.

12. Disclaimer

12.1 FPX Operator and Acquirer shall not be liable for any claims, actions, demands, costs, expenses, losses, and damages (actual and consequential) including legal costs that are incurred or suffered by the Seller arising out of or caused by the Acquirer in connection with the operations and services provided by the Acquirer in the FPX Services. The Seller agrees that it will communicate and resolve any dispute in relation to the aforesaid matters with the Acquirer.

13. Personal Data Protection

13.1 The Seller consents to the provision and use of information supplied to the FPX Operator and/or the Acquirer in connection with the FPX Services. The Seller further agrees to notify the FPX Operator and/or the Acquirer in writing of any update to any such information as soon as it is aware that the information so supplied in connection with the FPX Services has become out-dated.

13.2 The Seller agrees to comply with applicable data protection laws (including the Personal Data Protection Act 2010 of Malaysia, if applicable) of which it is bound and shall not do any act that will cause the Acquirer, Buyer Bank and FPX Operator to breach any personal data protection laws.

14. Variation and waiver

14.1 The Acquirer may change the terms of this Agreement at any time in writing and such change shall take effect from the date specified in the notice.

14.2 Any provisions herein cannot be waived except in writing signed by the party granting the waiver.

15. Severability

15.1 If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in one jurisdiction, the remainder of this Agreement shall be enforceable and valid in other jurisdictions.

16. Force Majeure

16.1 The Acquirer shall not be liable to the Seller for any loss or damage (including direct or consequential), for failure to observe or perform its obligations under this Agreement for reasons which could not by reasonable diligence be controlled or prevented by the Acquirer, including but not limited to, strikes, acts of God, acts of nature, fire, flood, storm, riots, power shortages or power failure, power disruption by war, sabotage or inability to obtain sufficient labour, fuel or utilities, any acts of government arising from a pandemic such as Covid-19.

17. Definitions and interpretation

17.1 Definitions of frequently used terms in this Agreement are as follows: