Filspay Merchant Agreement

GENERAL
Filspay is the leading e-payment services in the Middle East and South East Asia region, and owned and manage Filspay.com project, and the Merchant owned and manage online services and want to use Filspay as a payment gateway on his website
 
 
ARTICLE (I) Filspay OBLIGATIONS VOLCAIN
 
·       Promoting Merchant services and products through Filspay network and Filspay payment gateway to the end users.
 
·       Managing Filspay prepaid cards distribution channels and guarantee the availability of the prepaid cards on all listed Filspay prepaid card distributors.
 
·       Filspay will provide Online sales report to monitor the sales.
 
·       Filspay shall send to the Merchant Daily Report with the list of all payments made on the previous day. The Report shall be sent every business day from  Filspay’ s e-mail address to merchant email entered in merchant profile (Notification email).
 
·       Filspay is responsible for the security of Filspay payment gateway.
 
·       Filspay will provide 24 /7 customer care for Filspay users.
 
·       Filspay is not responsible for the quality of the Merchant services and products.

 
ARTICLE (II) MERCHANT OBLIGATIONS
 
·       Merchant should assign authorized person to follow up with Filspay by filling focal contacts form.
 
·       Merchant should provide all the Details about his services, including service description and products logo and technical support phone number or email.
·       Merchant should guarantee his services and products quality and stability.
 
·       Merchant should announce to his customers that Filspay is an authorized payment method for his services and products, free of charge.
 
·         Merchant has the right to accept or reject any payment provider that is served by Filspay payment switch.
 
 
ARTICLE (III) COMMISSION
 
The fees FilsPay charges to the Merchant for using the FilsPay Merchant Services can be a percentage of the transaction amount or a fixed fee per transaction. These fees can be reviewed on the Fee and Settlement page in the merchant control panel. You acknowledge that FilsPay may change its fees from time to time by posting such changes on the 'Fees and settlement' page. Filspay deducts the Commission from the amount of  payments received by Filspay from the customers before transferring the payments to the Merchant.


 Monthly Transaction  FilsPay Commission
 $1-$5000   7%
 $5001 - $25000  5%
 $25001 - $50000  3%
> $50000   1.50% 

 
ARTICLE (IV) PAYMENT
 
Filspay transfers all the payments (excluding Filspay’s commission) received from the customers to the designated Merchant account once payment order is submitted by the merchant and bank transfer fee is paid by FilsPay.
 
Any taxes, custom duties or similar charges imposed on a Party by any government authority in conjunction with the execution and performance of this Agreement shall be paid by that Party.

 
ARTICLE (V) PROPRIETARY RIGHTS
 
Use of  Brand Names: Filspay and the Merchant expressly prohibits any direct or indirect use, reference to, or other employment of its name, trademarks, or trade name exclusively licensed to the other party, in any language, except as specified in this Agreement or as expressly authorized by the other party in writing. All advertising and other promotional material will be submitted to the owned party at least two weeks in advance and will only be used if the concerned party consents thereto.
 
Upon termination of this Agreement, both parties shall remove all references of the other party from its letterheads, advertising literature and places of business, and shall not thereafter use any similar or deceptive name or trademark intending to give the impression that there is any relationship between the parties.
 
 
ARTICLE (VI) DURATION OF AGREEMENT
 
Term: The term of this Agreement shall be for one year from the date hereof, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto. The Agreement will automatically renew for additional terms of one (1) year each, unless either party has provided written notice of termination at least 30 days before the end of a Term.
 
Termination: This Agreement may be terminated:
 
By either party for breach of any material provision of this Agreement by the other, provided due notice has been given to the other of the alleged breach and such other party has not cured the breach within thirty (30) days thereof; or
 
By either party if: there is an unacceptable change in the control or management of the other party; if the other party ceases to function as a going concern or makes an assignment for the benefit of creditors; if a petition in bankruptcy is filed by or against the other party, resulting in an adjudication of bankruptcy.
 
Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that the Party shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the date of termination. Merchant shall have the right to continue to purchase spare parts in accordance with Article (VI).
 

 
 
ARTICLE (VII) GENERAL PROVISIONS
Relationship of Parties: The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Merchant are expressly reserved to Filspay.
 
Independence of Parties: Nothing contained in this Agreement shall be construed to make the Merchant the agent for Filspay for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. The Merchant specifically agrees that it shall have no power or authority to represent Filspay in any manner; that it will solicit orders for products as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent Filspay in any manner; and that it will not at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this Agreement.
 
 
 
 
Purchase Policy: The Merchant wouldn't charge back any payments; sales deal is final and purchases can't be returned.
 
Indemnity:
The Merchant agrees to hold Filspay free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Merchant; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms.
 
Filspay agrees to hold the Merchant free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of Filspay; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to Filspay electronic vouchers sold by the Merchant under this Agreement, including, but not limited to laws and regulations in the territory under which the distribution and usage of Filspay electronic vouchers is regulated.
 
 

The entire Agreement: between Filspay and the Merchant covering the Filspay payment gateway is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto.
 
Applicable Law: This Agreement is made and shall be governed by, and construed and enforced in accordance with the laws of the Malaysia government. The Parties shall take all measures to settle disputes and disagreements that may arise in the execution of the Agreement or in connection with it, including any question regarding its interpretation, existence, validity or termination, or any action taken hereunder, Disputes and disagreements shall be made up in written complaints. If the Parties fail to reach an agreement, the disputes shall be settled in court at the place of location of the  plaintiff.
 
Separate Provisions. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
 
 
 
 
ARTICLE (VIII) FORCE MAJEURE
 
The provisions of this agreement will not be applicable in the event of force majeure delaying or preventing one of the parties from accomplishing its obligations.
Force majeure consists of any event characterized as external, irresistible and unforeseeable as recognized in legal precedent and preventing one or both parties from performing the undertakings given in this agreement.
The following are expressly considered as cases of force majeure, in addition to those generally recognized by legal precedent: earthquakes, fires, storms, floods, strikes, wars, terrorist attacks.
The party invoking force majeure as the reason for failure to perform its obligations will:
-     Inform instantly the other party by any means in its power of the occurrence of a case of
force majeure, stating the precise nature, starting point and estimated duration of the
event;
-     Take all appropriate steps  without delay to remedy the  situation and,  whatever the
circumstances, to limit its effects.
-     Force  majeure  shall  be  affirmed  by  the  competent  authority  within  10  days  of  its
occurrence. In the event of no such confirmation within the said term the Party which fails
to perform its obligations under this Agreement shall not be entitled to refer to a force majeure.
If the event constituting force majeure continues for a period longer than three (3) months from the date of notification to the other party, this agreement may be terminated at the discretion of either party, without compensation, by registered letter with acknowledgement of receipt sent to the other party within a period of ten (10) days.
 
If the event constituting force majeure continues for less than a month, the obligations resulting from this agreement will be suspended for the duration of the event. This agreement will continue to be performed normally as soon as the event is over.