EDC User Agreement

This EDC User Agreement (“This Agreement”) contains the terms and conditions, and governs the legal relationship between Perfect Plus (Malaysia) Sdn. Bhd. (1266594-P) and you, in respect of the EDC Terminal(s) deployed by us to you, at your request, for your use to accept Payment Cards and/or Loyalty Cards and/or Service Cards under the respective agreement(s) which you have entered into with the Acquiring Partner(s). You are deemed to have read and accepted the terms and conditions contained in This Agreement and are bound by them once you or your authorized personnel, have signed on the EDC Terminal Rental Request Form and/or the EDC Terminal Installation Acceptance Form upon the installation of the EDC Terminal(s) at your Outlet(s). In this respect, the first use of the installed EDC Terminal by you or your authorized personnel, staff or agent will constitute binding and conclusive evidence of your acceptance of the terms and conditions of this Agreement. As such, you should read and understand the terms and conditions contained in this Agreement before doing any of the above or allowing your authorized personnel, staff or agent to do so. Further, this Agreement may be superseded by variations, revisions or changes from time to time and at any time, subject to prior notice and we are obliged to inform you that the retention or use of any of the EDC Terminals after the effective date of such variations, revisions or changes will constitute your acceptance of such variations, revisions or changes without any reservation.

  1. DEFINITIONS

    In This Agreement, the following definitions will apply:
    “Account” means the account which you open (or which we open on your behalf) and maintain with us from time to time.
    “Acquirer” means the operator of a payment system or a loyalty system or a service system that has entered into an agreement with a business enterprise to provide Merchant Acquiring Service for payment card transactions, and/or loyalty card transactions and/or service card transactions, as the case may be, and the word “card” includes mobile payment instrument or mobile loyalty instrument or mobile service instrument, as the case may be.
    “Acquiring Partner” means the Acquirer named in Section D of the EDC Terminal Rental Request Form which has appointed us as its service provider under the Merchant Service Agreement entered into between us and the Acquirer.
    “Chargeback” has the same meaning as contained in the Merchant Agreement that you have entered into with the Acquiring Partner(s).
    “Chargeback Claim” means the claim against us by the Acquiring Partner of a Chargeback not settled by you to the Acquiring Partner or unrecoverable by the Acquiring Partner from you, pursuant to the provisions of the Merchant Service Agreement.
    “Consumable” means any device or material that is required to be used in conjunction with the EDC Terminal including third party’s data communication service, printing ink and thermal printing paper rolls, which may be charged by us at the prevailing prices at the time of purchase of such device or material by you and such charges (if any) shall be debited to your Account with us upon dispatching of such material.
    “EDC Terminal” means the electronic data capture terminal and ancillary equipment or device for the processing and completion of a transaction of Payment Cards and/or Loyalty Cards and/or Service Cards.
    “EDC Terminal Rental Request Form” means the request form submitted by you to us requesting to rent EDC Terminal(s) from us under the terms and conditions contained in this Agreement.
    “Initial Rental Period” means the initial period of renting of our EDC Terminal to you as stated in Section C of the EDC Terminal Rental Request Form commencing from the Starting Date to Ending Date as stated in the EDC Terminal Installation Acceptance Form.
    “Liquidated Damages” means the amount of money for non-return of the EDC Terminal by you to us upon the expiration of the Initial Rental Period or any Renewal Rental Period or Notice of Termination of Use issued by us, as the case may be, whichever applicable, or for damage beyond repair caused by you of the EDC Terminal upon its return to us, as specified in Note 2 (b) of the EDC Terminal Rental Request Form.
    “Loyalty Card” means loyalty instrument of any brand (such as Cash-In Rewards and B Infinite), the transactions of which the Acquiring Partner(s) is/are authorized to acquire, and includes both instruments of card and mobile app types.
    “Merchant” means a business enterprise which has entered into a Merchant Agreement with a Acquiring Partner. “Merchant Account” means the account a Merchant has with the Acquiring Partner for settlement of transactions arising from the acceptance of payment or loyalty or service cards under the Merchant Agreement for acceptance of Payment Cards or Loyalty Cards and/or Service Cards, as the case may be.
    “Merchant Acquiring Service” means the service provided by an Acquiring Partner to a Merchant for the Merchant (i) to accept Payment Cards from cardholders of such payment cards as payment for goods and/or services purchased by the cardholders, and the transactions of which the Acquiring Partner is licensed and/or authorized to acquire and undertakes to settle the payment to the Merchant; or (ii) to accept Loyalty Cards from cardholders of such loyalty cards for the cardholders to obtain rewards from the operators of the Loyalty Cards for goods and/or services purchased from the Merchant and/or for the cardholders to use the loyalty points accumulated by the cardholders to redeem goods/services from the Merchant, and the reward and redemption transactions of which the Acquiring Partner is licensed and/or authorized to acquire and to collect from the Merchant the fees for the reward transactions conducted by the Merchant with the cardholders and/or to make payment to the Merchant for the goods and/or services redeemed by the Merchant; or (iii) to process Service Cards of transactions rendered by the Merchant to the customers/members of such Acquiring Partner, as the case may be.
    “Merchant Agreement” means the agreement which is entered into between a business enterprise and an Acquiring Acquirer for the business enterprise to be a Merchant to accept the Payment Cards or Loyalty Cards and/or Service Cards from cardholders of such payment cards or loyalty cards and/or service cards, as the case may be. “Merchant Application” means the application submitted by a business enterprise to the Acquiring Partner to be a Merchant under the terms and conditions of the Merchant Agreement.
    “Merchant Service Agreement” means the agreement entered into between us and the Acquiring Partner whereby we provide services to the Acquiring Partner to solicit business enterprises on-behalf of the Acquiring Partner for the business enterprises to enter into the Merchant Agreements for the acceptance of Payment Cards or Loyalty Cards and/or Service Cards, as the case may be, with the Acquiring Partner and to deploy the EDC Terminals to the business enterprises, as well as to undertake to pay to the Acquiring Partner any Chargeback Claim arising from a Chargeback made against the Merchants by the Acquiring Partner.
    “Mobilization Fee” means the fee stated in Section C of the EDC Terminal Rental Request Form payable by you to us for the following services provided by us: (i) assistance in submitting of your Merchant Application to the Acquiring Partner to be a Merchant of the Acquiring Partner; (ii) processing your Request to rent EDC Terminal(s) from us and to deploy the EDC Terminal(s) to you, including training you and/or your staff and/or agents for the use of the EDC Terminal(s) and the procedures for acceptance of Payment Cards and/or Loyalty Cards and/or Service Cards by you and/or your staff and/or agents, upon the approval by the Acquiring Partner of your Merchant Application; and (iii) supply of Consumables, as well as maintenance service of the EDC Terminal(s), during the Initial Rental Period and any Renewal Rental Period.
    “Monthly Rental” means the monthly rental amount as stipulated in Section C of the EDC Terminal Rental Request Form payable by you to us monthly during the Initial Rental Period and any Renewal Rental Period, and and it shall be billed to the Account at the beginning of every month during the Initial Rental Period. “Monthly Statement” means the periodical statement of your Account issued by us on the last day of every month (or at other date on the following month as we may solely determine) during the Initial Rental Period and any Renewal Rental Period detailing the Monthly Rental, Other Payable and any other charges that are billed to you, as well as any payment made by you, during the month.
    “Outlet” means the place where you carry out your business and the address of which is as listed in Section B of the EDC Terminal Rental Request Form.
    “Other Payable” means charges for Consumables, repair of damaged EDC Terminal caused by you, Chargeback Claim settled by us to the Acquiring Partner, Late Payment Charges, and any other money payable by you to us under the provisions of the terms and conditions of This Agreement.
    “Party” means either you or us.
    “Payment Card” means the payment instrument of any brand (such as MasterCard and Visa), the transactions of which the Acquiring Partners are authorized to acquire, and includes instruments of both card and mobile app types.
    “Renewal Rental Period” means the automatic renewal of renting our EDC Terminal to you for further periods of twelve (12) months each upon the expiration of the Initial Rental Period or any of the renewal periods unless a notice of non-renewal is given by either Party no less than sixty (60) days prior to the expiration of the Initial Rental Period or any of the renewal periods.
    “Security Deposit” means the amount stated in Section C of the EDC Terminal Rental Request Form payable by you to us to ensure payments of the Monthly Rental and other responsibilities of yours under the terms and conditions of This Agreement will be performed during the period of your use of the EDC Terminal rented to you. “Service Card” means the service instrument of any brand (such as Safeway Assist and ePay), the transactions of which the Acquiring Partner are authorized to acquire/process.
    “You”, “Your” and “Yours” means all the persons responsible for complying with the terms and conditions of This Agreement, including the person(s) or company or business enterprise named and referred to as “The Requester” in Section A of the EDC Terminal Rental Request Form and the person(s) who sign(s) off on the EDC Terminal Installation Acceptance Form.
    “We”, “Us”, “Our” and “The Company” means Perfect Plus (Malaysia) Sdn. Bhd. (1266594-P), referred to as “PPM” in the EDC Terminal Rental Request Form.
    Words incorporating neutral persons include corporations, Government and semi-Government organizations and vice versa. Words as singular include the plural and vice versa and words as one gender include every other gender.
  2. EDC TERMINAL RENTAL

    1. Subject to the terms and conditions contained in this Agreement, the EDC Terminal(s) as stated in Section C of the EDC Terminal Rental Request Form is/are rented to you for your use during the Initial Rental Period and any Renewal Rental Period as stated in Section C of the EDC Terminal Rental Request Form, provided always that such renting of the EDC Terminal(s) shall subject to you having entered into a Merchant Agreement with any of the Acquiring Partner prior to the use of the EDC Terminal(s) by you.
    2. The EDC Terminal(s) rented to you may be used by you for processing and completing payment card transactions and/or loyalty card transactions under the Merchant Agreement(s) which you have entered into and may enter into from time to time during the Initial Rental Period and any Renewal Rental Period with the Acquiring Partner(s), and by you on our behalf or on-behalf of our related company for processing payment card transactions and/or loyalty card transactions under the Merchant Agreement(s) entered into or may enter into during the Initial Rental Period and any Renewal Rental Period between us or our related company with Acquiring Partner(s) or any Acquirer, as well as for the processing of payment card transactions and/or loyalty cards transactions under the Merchant Agreement which you have entered into or may enter into during the Initial Rental Period and/or any Renewal Rental Period with an Acquirer which has entered into an agreement or has an arrangement with us whereby we undertake to enable the EDC Terminal rented to you for you to use it to process and complete payment card transactions or loyalty card transactions between you and the Acquirer.
    3. We have the right during the Initial Rental Period and any Renewal Rental Period, at our sole discretion, elect not to rent any EDC Terminal to you or to reduce the Initial Rental Period or any Renewal Rental Period of any of the EDC Terminals already rented to you, due to circumstances beyond our control, with a 30-day notice in writing to you notifying you such intention of ours, and in such event we will not be liable to pay any compensation or damages to you.
    4. We reserve the right to change the software program of, or replace, any of the EDC Terminals rented to you with or without giving to you any reason for the change of the software program, or replacement, of the EDC Terminal, and in the event of replacing the EDC Terminal with a EDC Terminal of similar type and model or a different type with similar functionality or about the same specifications, the Monthly Rental and Initial Rental Period or any Renewal Rental Period shall remain unchanged, and in the event that replacement EDC Terminal involves a higher Monthly Rental, such higher Monthly Rental shall be agreed to by both of us prior to the replacement and the Initial Rental Period or any Renewal Rental Period, as the case may be, of the EDC Terminal replaced shall be deemed expired and the Initial Rental Period shall be established for the replacement EDC Terminal.
    5. The Monthly Rental payable by you to us shall include the supply of the following services and Consumables: (i) Help Desk and/or on-site maintenance service including re-programming of the EDC Terminals instructed by the Acquiring Partner(s), (ii) paper rolls subject to the quantity and frequency reasonably required to perform the transactions via the EDC Terminal in the ordinary course of business of yours (“Sufficient Quantity”), and (iii) data communication (“SIM card”) which is of sufficient speed and size for transmitting and receiving of the transaction data to complete the payment card and/or loyalty card transactions in the ordinary course of business of yours. We reserve the right to charge you for (i) for repairing and supply of parts of the EDC Terminals beyond the normal wear and tear condition, (ii) paper rolls exceeding the “Sufficient Quantity” at our prevailing selling price, and (iii) any additional charge by the telecommunication service provider that may be incurred by us arising from your use of such service exceeding the amount per month permitted by the SIM card supplied, such charges shall be payable by you upon receipt of the invoice for such charge.
  3. COMPLETE AND ACCURATE INFORMATION

    You warrant you have supplied complete and accurate information as required in EDC Terminal Rental Request Form submitted to us, as well as in the Merchant Application(s) submitted to the Acquiring Partner(s), and further agree to indemnify us in the event of any claims, proceedings, actions and demands by the Acquiring Partner(s) and/or any loss that we may suffer, arising from any such inaccurate and/or false information supplied by you.
  4. PAYMENT OF MONTHLY RENTAL, MOBILIZATION FEE, SECURITY DEPOSIT AND OTHER CHARGES AND TAXES

    1. The Monthly Rental shall be paid by you to us monthly in advance on the 1st of every month during the Initial Rental Period and any Renewal Rental Period.
    2. Other Payable shall be billed to the Account during the month on which such payable amount is incurred.
    3. You have executed, and shall execute from time to time as required of you, the direct debit mandate to the bank you maintain your bank account (“Direct Debit Mandate”) or the on-line direct debit e-mandate through an on-line payment collection service provider arranged by us (“Direct Debit e-Mandate”) to allow direct debit of your bank account for the Monthly Rental, Other Payable, Liquidated Damages and any money payable by you to us relating to the use of the EDC Terminal(s), including our claim against you for the settlement on your behalf of any Chargeback Claim initiated by the Acquiring Partner(s) during and after the Initial Rental Period or any Renewal Rental Period.
    4. We shall issue a Monthly Statement to you during the Initial Rental Period and any Renewal Rental Period and you shall pay the full amount due from you to us as shown in the Monthly Statement upon receipt of such Monthly Statement.
    5. If any portion of the amount shown in a Monthly Statement that is payable and due from you to us remaining outstanding on the next Monthly Statement’s date, we shall be entitled to charge you a late payment charge (“Late Payment Charge”) calculated based on RM10 or 2% on the amount outstanding, whichever is greater; and we shall be entitled to bill such Late Payment Charge to the Account on the next Monthly Statement’s date.
    6. The first month’s Monthly Rental, the Security Deposit and Mobilization Fee as stated in Section C of the EDC Terminal Rental Request Form shall be payable by you to us upon your execution of the Merchant Application(s) and the EDC Terminal Rental Request Form(s) and such payments may be refunded to you in accordance to our refund policy as stated in Note 2 of the EDC Terminal Rental Request Form.
    7. We may review and vary the fee rates and prices for Consumables without giving any prior notice to you but shall furnish the prevailing rates and prices upon any request by you.
    8. Government Service Tax and other tax, if any, relating to the Monthly Rental, service fees and sales of Consumables charged to you shall be borne and paid by you.
  5. OWNERSHIP AND USE OF EDC TERMINAL

    1. Ownership (including beneficial ownership) of the EDC Terminal(s) deployed to you and installed at your Outlets as stated in Section B of the EDC Terminal Rental Request Form shall remain with us and in the event of the expiration or early termination of the Initial Rental Period or any Renewal Rental Period, you shall immediately return to us at the business address described in the front page of the EDC Terminal Rental Request Form hereto or at such other business address of ours as may be informed by us to you during the Initial Rental Period or any Renewal Rental Period or allow our authorized employees or representatives or agents to retrieve the EDC Terminal(s) from you at your Outlet(s) as stated in Section B of the EDC Terminal Rental Request Form or at such other address as may be informed by you or known to us.
    2. We have the absolute right to program, re-program, deactivate, reactivate, service or replace (with one that is of good working order and at least functionally equivalent) the EDC Terminal during the Initial Rental Period and any Renewal Rental Period, for processing transactions of Payment Cards and/or Loyalty Cards and/or Service Cards under the Merchant Agreement(s) that you have entered into with the Acquiring Partner(s), as well as under the Merchant Agreement(s) that we or any of our related companies have entered into with the Acquiring Partner(s) or any Acquirer for us to accept the Payment Cards and/or Loyalty Cards and/or Service Cards from your customers who purchase prepaid reload/top-up products and/or make payments for bills that are distributed by us and sold by you at your Outlet(s) as our authorized agent (if applicable).
    3. you shall not alter the program of the EDC Terminal on your own, or to permit any third party to alter the program or to share the use of the EDC Terminal with any third party for any purpose.
    4. you shall not do or permit to be done on the EDC Terminal anything which may or will infringe any of the laws, bye-laws or regulation made by the Government or any competent authority (including the brand owners of the Payment Cards or Loyalty Cards or Service Cards) whereby the Merchant Service Agreement that we have entered into with the respective Acquiring Partners become void or voidable, or whereby causing the Acquiring Partner to terminate the said Merchant Service Agreement, which would cause consequential losses, including loss of business income and/or business reputation of ours.
    5. you shall report to our Help Desk by phone (the contact number as may be informed by us from time to time) and to be followed in writing to us immediately upon discovery of loss, stolen, malfunctioning or damage of the EDC Terminal. In the event of any malfunctioning or damage of the EDC Terminal, you shall not attempt to repair or temper with the EDC Terminal.
  6. LIABILITIES

    1. Save as is otherwise provided in the terms and conditions of This Agreement, we, our employees, servants and agents shall have no obligation or liability of any kind (whether direct or indirect) to or through you with respect to your access to or use of, or the result obtained from, the EDC Terminal or any related service or Consumables supplied by or through us. The EDC Terminal is provided by us on an “as is” basis and as accepted by you or your representative or staff or agent upon the installation of such POS Terminal at your Outlet without any warranty of any kind, express or implied, including without limitation any implied warranties of satisfactory quality and fitness for any particular purpose.
    2. We shall not be liable for any incidental or consequential damages arising from your use of the EDC Terminal, related services and Consumables. We shall also not be liable to you for any wrong transmission or divulging of information of you and/or the Acquiring Partner(s) and/or your customers.
    3. You undertake to indemnify and/or compensate, and keep us indemnified and/or compensated, for and against any or all loss of or damage howsoever caused (including but not limited to theft, robbery, fire, misplacement or irreparable damage) to the EDC Terminal at the Liquidated Damage amount as stated in Note 2 of the EDC Terminal Rental Request Form.
  7. DURATION AND TERMINATION

    1. This Agreement shall be effective during the Initial Rental Period and any Renewal Rental Period.
    2. If you default in the payment of any amount due to us or in the performance of any obligation herein contained or become insolvent or commit or suffer an act of bankruptcy or being a company goes into liquidation or a provisional liquidator, receiver or official manager is appointed or an order is made or an effective resolution is passed for your winding up or execution or distress against you or the assets of yours is levied or you make a false statement to us or the Acquiring Partner or the termination of all the Merchant Agreements with all the Acquiring Partners, then we may at any time thereafter by written notice to you terminate the renting of the POS Terminal to you forthwith.
    3. If the renting of the EDC Terminal is terminated by us for reasons of default or breach by you of any of your obligations, duties and covenants herein or if you fail to complete the full Initial Rental Period or any Renewal Rental Period of the EDC Terminal rented to you, you shall pay to us Monthly Rental for the unexpired period of the Initial Rental Period or any Renewal Rental Period, as the case may be, which shall become due and payable immediately upon termination or upon the occurrence of the above event without prejudice to our right of action in respect of any other breach of your covenants herein contained.
    4. Notwithstanding anything herein contained, we shall be entitled to terminate the renting of the EDC Terminal to you in the event of a directive from Malaysian Government or any of its Agencies to cease the use of the EDC Terminal by any person (or business enterprise) by giving you written notice of not less than thirty (30) days or the time period as may be directed by the Malaysian Government or its agencies, whichever is longer, of its intention to do so, and in such event, neither Party shall be liable to pay any compensation or damages to the other Party.
    5. In the event of a termination of the renting of the EDC Terminal to you due to whatever reason, you shall co-operate with our authorized staff or agent to peacefully surrender the EDC Terminal to us without contesting our ownership of the EDC Terminal.
  8. SUSPENSION OF USE

    In the event of any default or breach on your part, we may, at our sole and absolute discretion at any time and without prejudice to any other rights of ours herein, suspend the use by you of any of the EDC Terminals rented to you by serving to you a written suspension notice (period of such notice shall be at our absolute discretion depending on the circumstances) and upon such suspension, we may deactivate or retrieve the EDC Terminal for such period as we shall deem appropriate. During the period when the use of the EDC Terminal by you is suspended pursuant to this Clause, Monthly Rentals shall continue to be payable by you and we shall not be liable to indemnify or compensate you for any loss or damage arising out of the suspension of the use of the EDC Terminal. We shall be entitled to charge you at our prevailing fee rate for retrieving the EDC Terminal as well as for re-installing or re-activating it after the suspension is lifted.

  9. CHARGEBACK CLAIM

    In the event that we suffer any Chargeback Claim initiated by the Acquiring Partner against us for any amount of the Chargeback not settled by, or not recovered by the Acquiring Partner (due to whatever reason) from, you, we shall be entitled to claim from you such Chargeback Claim and you shall forthwith pay to us such claim amount upon receipt of a debit note issued by us.

  10. SECURITY DEPOSIT

    The Security Deposit as specified in Section C of the EDC Terminal Rental Request Form for each EDC Terminal rented to you shall be refunded to you upon the expiration of the Initial Rental Period or any Renewal Rental Period, subject to the EDC Terminal being returned to us in good working condition (save wear and tear) upon the said expiration.

  11. FORCE MAJEURE

    No Party shall claim against the other Party if the other Party fails to carry out its obligations in This Agreement due to a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, strikes, lockouts, delay in deliveries of parts from suppliers or EDC Terminal(s) failure caused by force majeure, or any other event outside the control of the Party in question. Should the force majeure period exceeds six (6) months, either Party shall be entitled to elect to terminate the renting of the EDC Terminal by giving a notice of termination no less than thirty (30) days from the effective date of the intended termination. Notwithstanding the above, you shall continue to pay the Monthly Rental to us during force majeure period until the effective date of the termination of the renting of the EDC Terminal.

  12. NOTICES

    Any notice to be served by either Party to the other Party shall be deemed sufficiently served if delivered to the address as specified in the front page (for us) and Section A (for you) of the EDC Terminal Rental Request Form. The Party sending such notice shall not be liable to the other Party for any undelivered notices for as long as such notice has been posted and addressed as aforesaid.

  13. SUCCESSORS AND ASSIGNS

    This Agreement bind and inure to the benefits of both Parties, their successors in title and assignees, and if you are an individual, shall be binding your heirs and personal representatives. You shall not assign all or any part of your obligations without the prior written consent of ours. We, however, may assign any or all rights and obligations, reorganization or reconstruction or reorganization of our business subject to written notice to you.

  14. NON-WAIVER

    The failure of a Party to give timely notice of the breach or non-fulfillment of any of the terms and conditions of This Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any of the terms and conditions of This Agreement constitute a waiver of any other breach or non-fulfillment of that or any other term or condition hereof.

  15. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

  16. PERFECT PLUS (MALAYSIA) SDN. BHD. (1266594-P)
    Business Address:
    LEVEL 8-09, WISMA BU8, 11,
    LEBUH BANDAR UTAMA, PJU6,
    47800 PETALING JAYA, SELANGOR,
    MALAYSIA.

    Telephone No.: 03-74917933
    Fax No.: 03-74917933
    Email Address: ppm@perfectplus.com.my
    Website: www.perfectplus.com.my


    Last Update: February 1, 2021