Effective from 1 January 2022
PLEASE READ THIS USER AGREEMENT (“USER AGREEMENT”) CAREFULLY BEFORE REGISTERING A BILLPLZ ACCOUNT, USING BILLPLZ’S APPLICATION SOFTWARE AND/OR RELEVANT SERVICES (“BILLPLZ SERVICE”). YOU SHOULD NOT REGISTER FOR A BILLPLZ ACCOUNT OR YOU SHOULD IMMEDIATELY CEASE USE OF BILLPLZ SERVICES IF AT ANY TIME YOU DISAGREE WITH ANY OF THE TERMS AND CONDITIONS IN THIS USER AGREEMENT. YOUR REGISTRATION AND/OR CONTINUED USE OF BILLPLZ SERVICES SHALL MEAN THAT YOU UNDERSTAND, ACCEPT, AND AGREE TO BE GOVERNED BY THE USER AGREEMENT.
For this User Agreement, the following expressions or capitalized words when used here shall have the following meaning:
“Account Activity” means your activity in utilizing Billplz Services. This means both the Software login and Credit Movement.
“Activation Fee” means the fee that may be deducted from your Billplz Credit balance, for the activation and renewal of applicable payment methods or other Billplz Services at your Billplz Account, upon your request.
“Annual Cycle” means the Membership Period of three hundred sixty-five (365) calendar days.
“Authorized Users” means the verified users who have gone through Billplz KYC process and are recorded by Billplz as the owner or administrator of a Billplz Account.
“Auto-reload” means the feature which allows Billplz to deduct from your daily total collection amount to reload your Billplz Credit balance automatically to offset any negative credit balance.
“Auto-renew” means the feature which allows Billplz to renew your Standard Membership automatically.
“Billplz," "we," "us" or "our” means Billplz Sdn Bhd (1023853-P).
“Billplz Account" means an account that is registered under a Merchant that is verified by Billplz.
"Billplz Credit" means an amount of credits in monetary value, allotted and matched the amount reloaded by you to your Credit Balance. Billplz Credit shall be used for deduction against the FPX Transaction Fee incurred, Membership Fee, Payment Order API fee, SMS fee, and applicable Activation Fee.
“Billplz Services” means all or any of our services including our publicly available application programming interfaces (APIs), billing, payment form, payout, split payment, and any other features, technologies, and/or functionalities as may be offered by us from time to time on our Billplz Website or through any other means.
“Billplz BPO Services” means our business process outsourcing (“BPO”) features that are available for, including but not limited to, collection, reconciliation, payment order, and finance requirements in the Enterprise Membership.
“Billplz Website” means www.billplz.com, and its subdomains.
“Business Day” means any day (excluding Saturdays, Sundays, federal holidays, and special holidays where Billplz declares its office closed) on which banks in Kuala Lumpur, Malaysia are open for business.
“Confidential Information” means all information marked under Clause 12 and disclosed by either Party and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a Party that contains, reflects, or is derived from such information.
“Credit Balance” means an amount of credits in monetary value that is reloaded and stored within your Billplz Account that shall be used to deduct for fees required to use Billplz Services.
“Credit Movement” means changes to your Billplz Credit Balance by reload, deduction, or transfer of your Billplz Credit within one (1) year, starting 1 January 2021.
“Default Payment Method” means FPX Shared ID payment method.
“Financial Institution” means any organization licensed by Bank Negara Malaysia that is engaged by the relevant Party for the fulfilment of Billplz Services.
“Financial Process Exchange” or “FPX” means an online payment gateway operated by Payments Network Malaysia Sdn Bhd that facilitates interbank transfer of funds ie online banking.
“FPX Own ID Payment Method” means FPX transaction conducted via Billplz with a configuration of your FPX Seller ID to your Billplz Account subject to real-time payout to your bank account.
“FPX Seller ID” means a unique alphanumeric code assigned by FPX to identify the Merchant.
“FPX Seller Own Name” means a merchant registered with Payments Network Malaysia Sdn Bhd but utilising Billplz’s FPX Seller ID to accept online banking payment method.
“FPX Transactions” means the transactions conducted on FPX, which includes Direct Debit and internet banking via current, savings, or credit card account.
“FPX Transaction Fee” means the fee that is deductible by Billplz from your Billplz Credit balance for FPX Transactions arising from your usage of Billplz Services.
“Information” means any Billplz Account information that you provide to us, including but not limited to personal information, financial information, or other information related.
“Marks” means any trademarks and service marks (whether registered or not, or at common law), trade names, organization names, logos, symbols, and internet domain names.
“Membership Fee” means the membership fee that is deductible by Billplz from your Credit Balance for your Membership subscription to utilize Billplz Services.
“Subscription Period” means the period of the Memberships offered by Billplz. The length of the period is subject to either Billplz pricing page or the Offer Letter.
“Membership” means the membership plan that is available on the Pricing page, that allows you to access Billplz Services.
“Offer Letter” means a written offer by Billplz regarding Merchants’ subscription of the Enterprise Membership either in its entirety or in part.
“Party” means either Billplz or Merchant and “Parties” means Billplz and Merchant collectively.
“Payment Method” means any type of payment method that is available to you within Billplz Services from time to time (subject to Financial Institutions). Please refer to the Payment Method below.
“Product Disclosure Sheet” means a documented full disclosure of the scope of the Enterprise Membership.
“Self-Reload” means the feature which allows you to reload an amount to your Billplz Credit Balance.
“Service Fee” means the fee chargeable to you by any Financial Institutions for applicable transactions including but not limited to, merchant discount rate (MDR), that arise from your usage of Billplz Services. The Service Fee shall be deducted by the Financial Institutions from your respective payment method’s total payout based on the Financial Institutions’ payout schedule.
“Shared FPX ID” means Billplz’s FPX Seller ID that is shared with a Merchant who does not have an FPX Seller ID.
“Software” means Billplz’s proprietary platform (whether in staging or production environment), system, and/or application software that is specifically licensed to you under this User Agreement.
“Merchant“ or “you“ means organization using Billplz Services that is verified by Billplz.
By registering a Billplz Account with us, you agree to appoint Billplz to facilitate your collection and disbursement, and to integrate and maintain your payment methods as described in this User Agreement.
We reserve the right to amend, modify, add or remove any terms under this User Agreement at any time, at our sole discretion. Changes shall become effective immediately upon upload and publication by us on Billplz Website. Your continued use of Billplz Account and/or Billplz Services shall constitute your acceptance of the prevailing User Agreement including any term which may have been amended from time to time. You are responsible for regularly checking this User Agreement for updates or amendments.
Billplz is not a Financial Institution and therefore has no control over any of the Financial Institution’s uptime and availability in fulfilling Billplz Services or processing payouts.
You agree with Billplz’s appointment of any of the Financial Institutions to process payouts following the terms of this User Agreement. A clearing account for payouts will be maintained by the Financial Institution of our designation. We may add, remove, or change the Financial Institution designated as our clearing account at any time. Your continued use of Billplz Account and/or Billplz Services constitutes your consent and agreement to such additions, removals, and changes.
We reserve the right to change our Memberships periodically. Such change may or may not affect the plan you have subscribed for. We aim to provide reasonable notification to you if we are of the view that you are affected by the change. Changes shall become effective immediately upon notification by us to you via your registered login email or such other date as may be determined by Billplz. Your continued use of Billplz Account and/or Billplz Services shall constitute your acceptance of the latest Membership changes.
a. Verification and Signing Up
Before using Billplz Services, you must be verified with Billplz to create your Billplz Account. To register for a Billplz Account, the Authorized Users (you or the person submitting the application) must provide us with your organization name, both Authorized User and organization email addresses, phone number, the nature of your business or activities, and certain other information about you that we require for your Default Payment Method for your Billplz Account. Your Billplz Account will not be available to you until we have reviewed and approved the required information submitted by you. We may share information about your Billplz Account with any Financial Institution to verify your eligibility to use the Default Payment Method.
Only organizations registered with either Companies Commission of Malaysia or Registrar of Societies, and other government entities located in Malaysia and possess a Malaysian corporate banking account are eligible to apply for a Billplz Account to use Billplz Services. You may not use Billplz Services if you are an individual and you are not at least 18 years old. You are not allowed to register for a Billplz Account on behalf of a user Billplz previously suspended or terminated.
Each Membership plan is subject to its Membership, FPX Transaction and Services Fees that are available on the Pricing page. The available Memberships on Billplz are as follows:
i. Basic Membership (default)
ii. Standard Membership
iii. Enterprise Membership
Upon successful verification and registration, your Billplz Account will automatically be on Basic Membership. Basic Membership provides the Default Payment Method, which is FPX Shared ID Payment Method. Please refer to item a. above.
You may choose to continue with the Basic Membership or upgrade your membership by subscribing to either Standard or Enterprise Memberships.
As the default membership, Basic Membership does not require you to subscribe to it and it lasts up until you decide to subscribe to Standard or Enterprise Membership, or terminate your Billplz Account. It also serves as a fallback in case the Standard or Enterprise Membership subscribed has lapsed.
c. Subscription Period
Whereas Basic Membership lasts ‘forever’, Standard Membership has a subscription period. If you choose Auto-Renew for your Standard Membership, you agree that at the expiry of the subscription period (and of each renewal period thereafter), your membership subscription will automatically renew for the same subscription period. For Enterprise Membership, the subscription period is subject to the Offer Letter.
If you have not selected Auto-Renew for your Standard Membership, or your Enterprise Membership expires and you opt not to renew the Membership, then Billplz will automatically downgrade your Membership to Basic Membership after the expiry of the subscription period. Where there is an automatic downgrade to the Basic Membership, your Billplz Services will be governed by Basic Membership’s features and its fees.
When you subscribe to Standard or Enterprise Membership, you are purchasing the Membership, which we add and/or integrate to your Billplz Account. Please be aware that subscribing to any of the Membership more than once will result in the additional subscriptions being applied immediately after the initial subscription expires. For example, if you subscribe to Standard Membership twice, your Membership will last for twice the period.
The Memberships subscribed are non-transferable and cannot be cancelled. Please refer to the Termination clause below for further clarification.
d. Membership Upgrade or Downgrade
You may upgrade to Standard Membership at any point in time. The upgrade is immediate and lasts until the membership subscription period expires (unless Auto-Renew is selected or you subscribe more than once).
You may upgrade to Enterprise Membership. The upgrade is not immediately available as it depends on your organization’s requirements and Billplz’s review of the membership suitability.
You may downgrade to Basic Membership at any point in time. However, as the membership subscription is by purchase-basis, your Standard Membership continues until the subscription period expires, then your Billplz Account shall be on Basic Membership. For Enterprise Membership, a downgrade is subject to the Offer Letter and Product Disclosure Sheet.
Billplz does not accept liability for any loss concerning your membership upgrade or downgrade.
e. Payment Method
Billplz offers various Payment Methods as part of Billplz Services that include:
i. FPX Shared ID
ii. FPX Own ID
iii. Debit or credit card
FPX Shared ID Payment Method utilizes our Billplz Exchange ID to enable you to accept FPX Transaction without registering for your FPX Seller ID.
FPX Own ID Payment Method utilizes your FPX Seller ID configured to your Billplz Account to enable you to accept FPX Transaction and receive your payouts in real-time. This is only available in Collection BPO. Please refer to our Pricing page.
Other Payment Methods are subject to the offerings of the Financial Institutions and their separate terms applicable to the respective Payment Methods.
Billplz may add or remove these Payment Methods and/or Financial Institutions at any time.
Support and solution to general issues relating to your Billplz Account and your use of Billplz Services will be provided by us as described on our Pricing page. The support and solution provided include resources that are available to you on Billplz’s Support page, Billplz’s API, and other pages.
Billplz is not responsible for providing support for any issues regarding fulfillment or services that you provide to your Customers. Upon a written request, your Customers may obtain our assistance on a best endeavor basis to resolve the issues in a timely manner.
All Fees shall be in Malaysian Ringgit (MYR). No other currency different than MYR shall be applicable to credit reload, invoice payment, and all payouts to your Banking Account.
Fees include the Membership fee, Service fee, Activation fee, SMS fee, and Payment Order API fee.
a. Credit Balance
Billplz Credit Balance is an amount of funds in MYR currency that shall be used to deduct for any FPX Transaction Fee, Membership Fee, and any applicable fees that are required in order to use Billplz Services.
A Merchant shall self-reload an amount to their Credit Balance via online banking or card. The minimum reload amount is RM2, and at any one time, the maximum amount of your Credit Balance can hold is RM 10,000.
You may transfer Billplz Credit in your Credit Balance to another Billplz Account. Please ensure that the details of the transfer are accurate as Billplz does not accept liability for any loss arising from its execution of transfer due to inaccurate details provided by you.
Your Credit Balance will expire after one (1) year from the date of the last Account Activity appearing in your Billplz Account. Expired Billplz Credits mean the Billplz Credits will be rendered as null and void. Billplz does not accept liability for the forfeiture of your Billplz Credit.
Deductions shall be made at your Billplz Credit Balance for the following fees:
i. Membership fee (self-reload and Auto-Renew)
ii. Activation fee
iii. SMS fee
iv. Payment Order API fee
You shall ensure that there is a positive balance in your Credit Balance for Billplz Credits deduction due to applicable fees. If there is a negative balance in your Credit Balance, Billplz will set-off the deduction amounts owed from your Payout via Auto-Reload. For example, if the amount due is -RM154, then we will deduct RM200. If the amount due is –RM1821, then we will deduct RM1900. Billplz shall be entitled to, at its sole discretion, suspend you from utilising Billplz Services until any applicable Fee, including but not limited to Shopify fee, has been settled/offset via deduction at your Credit Balance.
Where you have selected Auto-Renew your Standard Membership, then Billplz will deduct the amount of the Membership Fee and/or Activation Fees (if applicable) from your Credit Balance two (2) days before the expiry of the Subscription Period. For example, if a Merchant subscribes to the Standard Membership on April 1, the Merchant’s subscription will automatically renew within two (2) days before April 1. The fee deducted from your Credit Balance for subscribing to Standard Membership is non-refundable.
FPX Transactions conducted and FPX Transaction Fee deducted/incurred are non-reversible and non- refundable, respectively.
c. Payout Period
For Default Payment Method, daily total collection (minimum RM0.01) will be deposited automatically into your bank account the next Business Day (UTC+08:00 Kuala Lumpur) anytime between 00:00–23:59 excluding Friday, Saturday and Sunday. For example:
If the present payout day is a federal holiday or a special holiday where Billplz’s office is closed, payout day shall be the next Business Day. Payout shall be provided on a best effort basis based on the relevant Financial Institution’s uptime and availability.
For FPX Own ID Payment Method, each transaction amount shall be subjected to real-time payout to your bank account.
For other Payment Methods, your Payout will be deposited into your bank account based on the applicable Financial Institution’s payout period.
You agree to ensure that your banking details remain accurate. If there is a failure of payout for a period of time due to incorrect information of the banking details provided by you, you agree that Billplz is entitled to convert the Payout amount to your Billplz Credit. Please refer to Credit Balance above and Termination below.
d. Invoice Payments
If there should be any payments to be made due to invoices issued by Billplz, such payment shall be made to Billplz within thirty (30) days of the date of the invoice. If Merchant is delinquent on payment of the invoices for thirty (30) days or more, Billplz may suspend Merchant’s access to Billplz Services or decline any late payment. Complaints concerning invoices must be made in writing within fourteen (14) days from the date of the invoice. Invoices will be sent by electronic delivery unless requested otherwise by you, where additional fees will apply. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods).
Any and all fees are exclusive of all taxes, levies or duties imposed by tax authorities, and you shall be responsible for payment of all such taxes, levies or duties. You shall reimburse Billplz and hold Billplz harmless for all sales, use, excise, property or other taxes or levies which Billplz is required to collect or remit to applicable tax authorities.
You agree to be bound by this User Agreement from the date you are verified and have access to your Billplz Account until terminated by you or Billplz. You may terminate this User Agreement by closing your Billplz Account at any time by emailing us. Billplz will refund your available Credit Balance (after deducting any free/promo credits given by Billplz) to your bank account after the closure of your Billplz Account is in effect. Once any amount due from your Credit Balance has been paid out to your bank account, this User Agreement is considered to be terminated by you. Please refer to item (c) below.
a. Termination, suspension, closure, or limiting of your Billplz Account without cause
Notwithstanding of the above, Billplz may terminate, suspend, close or limit your Billplz Account and/or access to Billplz Services or remove any data or content transmitted via the Software without liability, and any license created hereunder may be terminated, suspended, closed or limited by Billplz. If this occurs, Billplz will give you a prorated refund of the fee paid based on the number of days remaining in your Membership (Standard or Enterprise). For the avoidance of doubt, we will not give any refund for termination related to conduct that we determine, in our discretion, violates this User Agreement or any applicable law, involves fraud or misuse, or is harmful to our interests or another Merchant.
b. Termination, suspension, closure, or limiting of your Billplz Account with cause
Billplz has the sole discretion to terminate, suspend, close or limit your Billplz Account and/or access to Billplz Services or remove any data or content transmitted via the Software without liability, and any license created hereunder may be terminated, suspended, closed or limited by Billplz:
Information on Billplz’s servers and thereby access to the Software will be unavailable to you if there is termination, suspension, closure, or limitation applied to your Billplz Account. Billplz shall use reasonable endeavours to try giving you notice of such termination, suspension, closure, or limitation at its sole discretion.
c. Effect of Termination
Upon termination of this User Agreement, you shall no longer access your Billplz Account, Software, and/or Billplz Services and you shall not circumvent any security mechanisms contained therein. You shall also forthwith withdraw any reference to or related forms by Billplz and/or Billplz Services from your documents and/or websites and shall forthwith cease the use of the Marks.
If you plan to use Billplz Services again, you may email us for the reactivation of your Billplz Account. A reactivation fee will apply.
d. Other Remedies
Termination of this User Agreement will not limit either Party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve your obligation to pay all fees that have accrued or are otherwise owed by you under this User Agreement.
You are solely responsible for your Information as well as entry and maintenance of the same. You acknowledge that Billplz acts merely as a passive conduit for the online distribution of your bills and facilitating payment from your customers to your account.
You are solely responsible for your relationship with your Customers. Billplz has no visibility on any particular purchase, sale, donation, order, or other transactions performed by your Customers using Billplz Services. Billplz is not responsible for any losses you incur due to any fraudulent transactions arising from your use of Billplz Services. Please refer to item f. at Memberships above.
Where you utilize Billplz Payment Order service, you shall at all times ensure that there is sufficient balance in the Payout Limit and that the payment details and instructions are accurate. Billplz does not accept liability for any loss arising from its execution of payment instructions due to inaccurate details provided by you.
Where you utilize Auto-renew, you shall always be aware and are responsible for the option to be either enabled or disabled. Billplz does not accept liability for any loss or any additional FPX Transaction Fee incurred due to your selection of Auto-renew being enabled or disabled. Billplz is not obligated to refund any remaining Credit Balance that is due to be deducted if you delay for a period of time your responsibility to untick Auto-renew.
You are solely responsible for understanding and complying with any and all laws, rules, and regulations of your specific jurisdiction that may apply to you in connection with your use of Billplz Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.
You shall be obliged to inform your Authorized Users before using Billplz Services about the rights and obligations outlined in this User Agreement. You will be liable for any violation of obligations by your Authorized Users, customers, or by other third parties who violate obligations within the User’s control. You are fully liable for the acts and omissions of your third-party contractors under this User Agreement.
You shall be obliged to keep the login details, passcode, PIN, and/or API integration keys required for the use of the Software confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions. Personal access data must be changed at regular intervals.
Before entering its data and Information, you shall be obliged to check the same for viruses or other harmful components and to use state-of-the-art anti-virus programs for this purpose.
You shall use your best efforts to ensure that the Information and your activities (including your payments and receipt of payments) that are transacted through the Billplz Services is and/or does not:
You agree to keep the information in your Billplz Account up-to-date. You shall update your Billplz Account with any changes relating to you, the nature of your organization’s activities, your Authorized Users, or any other information. We may suspend your Billplz Account or terminate this User Agreement if you fail to update your Information.
The Software, Billplz Services (including the APIs), and any other technology or materials are provided on an “as is” and “as available” basis. We make no representation or warranty, express or implied, that the Software, Billplz Services, or any feature thereof shall always be reliable, timely, secure, or defect-free, or that the services will be uninterrupted and available at all or any particular time or location. You accept that we do not represent or warrant that the Software and/or Billplz Services will be error-free at all times. You are also aware and acknowledge that the Software and/or Billplz Services rely on third-party technologies and facilities including internet connectivity which are not within our control. You acknowledge the characteristics and limitations of digital and wireless networks and that data may be corrupted, delayed, or lost despite security and other measures taken by us. You agree not to hold us liable for any failures as highlighted above.
You expressly agree that your use of the Software and/or Billplz Services is at your sole risk and discretion and you will assume total responsibility. You will rely on your own review and evaluation of the Software and/or Billplz Services to assess its suitability for your particular purpose. Your sole remedy against us in the event of dissatisfaction is to cease using Billplz Services.
Billplz reserves all its rights to adjust and amend the contents of the Software and/or Billplz Services (including the APIs) from time to time. If such adjustment or amendment leads to necessary changes in your software, interfaces, or operating procedures, Billplz shall use reasonable endeavours to notify you within a reasonable period and you agree to bear all the costs at your end concerning such adjustment and amendment, and in ensuring business as usual.
Billplz reserves all its rights to conduct test payments on your Billplz Account from time to time without prior notification to you. You acknowledge that the purpose of the test payments may be to verify/review/inspect the validity of your bank account, integration efficiency, and the Software improvement or upgrade. You expressly agree that you will not be able to request any invoice from Billplz for any particular test payment conducted.
Our obligations hereunder relate strictly to the operation of the Billplz Services. Except as set out in this User Agreement, we shall not be liable for the goods, services, or any transactions which you conduct with your customers and/or other parties via your Billplz Account. You shall resolve all and any dispute whether as to the quality, safety, ability, legality, or any other matters directly with the relevant customer or other parties.
You shall be solely responsible for any fees charged by banks or other third parties, and/or the payment of any other duties or charges arising from the transaction undertaken by you with banks and third parties
Billplz will have no liability for any claim of infringement based on: (i) Software which has been modified by parties other than Billplz where the infringement claim would not have occurred in the absence of such modification; (ii) your use of the Software in conjunction with data where use with such data gave rise to the infringement claim; or (iii) your use of the Software outside the permitted scope of this User Agreement.
We shall not be responsible in the event that your Billplz Account is compromised due to your failure to keep your login details, passcode, PIN, and/or API integration keys secure.
You should promptly notify us in the event there are any irregularities to your Billplz Account. We are however under no obligations whatsoever to effect any transaction reversal or refund unless our investigations reveal an error in our Software or default or omission on our part.
To the fullest extent permitted by law, we, including our directors, officers, employees, subsidiaries, affiliated and holding companies, will not be liable to you or any third party for any loss or damages whatsoever, whether direct, indirect, consequential, punitive, exemplary or incidental arising out of or in connection with your Billplz Account or the failure of the Software and/or Billplz Services to operate, including without limitation loss of opportunity, goodwill, revenue, profits or data, damage to property, injury to person or death, theft, fraud, machine downtime or damages caused by any deficiency, defect, error or malfunctioning of the Software and/or Billplz Services. Your acceptance of this limitation is an essential term of your use of Billplz Services and you acknowledge that we would not have otherwise agreed to provide Billplz Services to you without your agreement to this term.
Billplz’s liability (if any) shall not in aggregate exceed the amount of a Merchant’s monthly Activation Fee which gave rise to such damages.
You agree to indemnify us, our directors, officers and employees, subsidiaries, affiliated and holding companies to the fullest extent possible, from and against any and all liabilities, costs, demands, or claims whatsoever on a full indemnity basis, which may be made by any third party or suffered by us due to a breach by you of this User Agreement, or arising in any way from your default, acts, omissions and/or negligence in connection with the Billplz Services.
You agree to indemnify us, our directors, officers, and employees, subsidiaries, affiliated and holding companies to the fullest extent possible, from and against all liabilities, costs, demands, or claims whatsoever on a full indemnity basis, which may be made by any Financial Institution due to a breach by you of this User Agreement or arising in any way from your default, acts, omissions, and/or negligence in connection with the usage of the Payment Method provided by the Financial Institution. You shall sign electronically a letter of indemnity that shall be provided to you during your Billplz Account registration.
Your agreement also constitutes your consent to electronic signatures that will have the same legal effect as a physical signature.
a. Billplz License Grant
Subject to all limitations and restrictions contained in this User Agreement, Billplz grants you a term subscription, non-exclusive and non-transferable right to access the Software as hosted by Billplz. You irrevocably acknowledge that, subject to the licenses granted herein, you have no ownership interest in the Software or Billplz materials provided to you. Billplz will own all rights, title, and interest in such Software and Billplz materials, subject to any limitations associated with the intellectual property rights of third parties. Billplz reserves all rights not specifically granted herein.
In respect of our APIs, Billplz grants you a non-exclusive, non-transferable, and limited license to access its APIs and documentation only as necessary to develop, test, and support integration of your application with Billplz Services. You may not sell, rent, lease, sublicense, redistribute or syndicate access to any of Billplz’s APIs. Billplz owns and will continue to own its APIs and documentation, including all related intellectual property rights therein.
b. Merchant License Grant
You grant to Billplz a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute your data or Information as is reasonable or necessary for Billplz to perform or provide the Software.
You will have a limited right and license to Use the Software solely for its internal business purposes. The Software shall perform the functions as described in Billplz Website.
You shall not allow any website that is not fully owned by you to frame, syndicate, distribute, replicate or copy any portion of your website that provides direct or indirect access to the Software.
d. License Type
The type of license granted is as follows: each Billplz Account that a Merchant has shall be linked to only one bank account of the Merchant. Each Billplz Account has three (3) levels of permission, i.e. (a) Owner (a person being delegated with full ownership and responsibility for the Billplz Account); (b) Administrator (a person being delegated with collection responsibility in the Billplz Account) and Viewer (a person being given only viewing capabilities of the Billplz Account). Merchant may designate different staff, officers, or employees with varying permissions set out above, rights, or limitations at any time without notice to Billplz. Billplz will not accept liability including any loss, fraud, or misuse of Billplz Account by Merchant or any of its officers, employees, or any third parties.
e. Additional Restrictions
You shall use Billplz Services strictly in accordance with this User Agreement. You shall not and shall not permit others to:
You should assume that all software and collaterals in connection with Billplz Services, and all graphics, text, photographs, artwork, logos, user interfaces, sounds, music, computer code, and other materials in Billplz Website or our Software, including but not limited to our logos, the design, “look and feel”, expression and arrangement of Billplz website and application, is owned, controlled by or licensed to us and/or protected by copyright, trademark or other intellectual property rights. Save as expressly provided herein, no license is granted to you by implication, estoppel, or otherwise with respect to our intellectual property, and you may not use, copy, reproduce, transmit or distribute any component or part of our intellectual property without our prior written consent.
g. Marks and Publicity
Billplz’s Marks and your Marks, are the sole and exclusive property of the respective owning Party, which owns all right, title and interest therein. Neither Party grants to the other any title, interest or other right in any Marks except as provided in this Clause.
b. Confidentiality of Software
All Confidential Information in the tangible form will be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed), will be designated as being confidential at the time of disclosure and will be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the Software is deemed as Billplz’s Confidential Information with or without such marking or written confirmation.
The obligations of the Parties contained hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving Party; (ii) is independently developed by the other Party without use of the disclosing Party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; (iv) is already known by the receiving Party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing Party or (v) is disclosed with the disclosing Party’s express consent. In addition, neither Party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government.
Each Party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each Party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other Party. Each Party agrees to restrict access to the other Party’s Confidential Information only to those employees, sub-contractors or third parties who require access in the course of their assigned duties and responsibilities.
e. Suggestions/Improvements to Software
Notwithstanding this Clause, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections and other contributions provided by you regarding the Software or other Billplz materials provided to you will be owned by Billplz, and you hereby agree to assign any such rights to Billplz. Nothing in this User Agreement will preclude Billplz from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Billplz in the performance of services hereunder.
f. Obligation of Confidentiality
During the Term and after termination or expiration of this User Agreement, the receiving Party shall (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with item c. above; and (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this User Agreement.
You grant us consent to confirm your personal data with other entities or agencies in order for us to verify your identity and/or to comply with any legal or regulatory requirements in connection with Billplz Services.
a. Third Party Services and/or Software
Billplz Services may use third party services and/or contain third party software that requires notices and/or additional terms and conditions. Such required third-party services and/or software notices and/or additional terms and conditions may be requested from Billplz and are made a part of and incorporated by reference into this User Agreement. By accepting this User Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
b. Third-Party Websites
Billplz Website and/or Software may provide hyperlinks to websites not controlled by us and such hyperlinks do not imply our endorsement, agreement on, or support of the content, products, and/or services of such applications or websites. Billplz Website and/or Software does not editorially control the content, products, and/or services on such websites and shall not be liable, in any nature whatsoever, for the access to, or the inability to access to, or the use, inability to use or content available on or through such websites.
If any provision of this User Agreement is found to be invalid, void, or unenforceable under any applicable law, such provision shall be excluded or deemed deleted to the limited extent necessary and replaced with a valid provision that best embodies the intent of this User Agreement. The remaining provisions herein shall not be affected and shall continue to apply to the fullest extent.
Our failure to enforce or insist on strict performance of any of this User Agreement shall not be construed as a waiver of any provision or right herein unless such waiver is made in writing, nor shall any course of conduct between us or any other party be deemed to modify any provision of this User Agreement.
This User Agreement may not be construed or interpreted to confer any rights or remedies on any third parties. This User Agreement shall be binding on your successors-in-title and permitted assigns.
Where any term hereof by its sense, nature, or context is intended to survive the closure of your Billplz Account or termination of the agreement between us, such term shall continue in full force and effect to be binding on you, including, without limitation, terms as to representations, warranties, indemnities, limitation of liabilities, intellectual property rights, right to offset, unclaimed funds and personal data.
e. Force Majeure
We will not be responsible for any delay or failure in performing our obligations herein due to an unforeseeable event or causes which are not within our reasonable control (force majeure). Force majeure events shall include without limitation acts of sabotage, fire, natural catastrophes, legislative or regulatory changes or directives, and failure or interruption of utilities such as electricity, telecommunications, internet service providers, banking systems, or other third party providers.
f. Injunctive Relief
You acknowledge that a breach of Clauses 7 and 12 would cause Billplz imminent irreparable injury and that Billplz will be entitled to, in addition to any other remedies available at law or equity, temporary, preliminary, and permanent injunctive relief in the event you do not fulfill your obligations under Clauses 7 and 12.
We may assign, transfer, subcontract and/or novate our rights or obligations under this User Agreement as we deem fit or necessary subject only to prior notice to you by publication herein.
In the event of a dispute between the English and non-English versions of this User Agreement (if any), the English version shall be the prevailing and governing document.
i. Governing law and jurisdiction
This User Agreement shall be governed and construed in accordance with the laws of Malaysia and in the event of any legal proceedings arising out of or in connection herewith, you agree to submit to the exclusive jurisdiction of the courts of Malaysia.
Any notice required under this User Agreement shall be given in writing and will be deemed effective upon delivery to the Party to whom it is addressed. All notices shall be sent to the applicable address specified on the registration documents or to such other address as the Parties may designate in writing.
Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.