PayTrack Merchant Agreement

PROCOLY PAYTRACK MERCHANT AGREEMENT

Last update: 4 April 2022

Welcome to Procoly Paytrack.

This merchant agreement ("Agreement") is a contract between you and Procoly Sdn Bhd, a Malaysian company with registration number 202001034884 (1391205D) and principal business address at Unit 16-6, Infinity Tower, Jalan SS6/3, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia.

Definition

“Procoly”, “we”, “us” or “our” collectively means Procoly Sdn Bhd and its affiliates.
“Platform” means any website, desktop/mobile application to deliver Procoly PayTrack services.
“Services” means any services, information and functions made available by Procoly at the Platform.
“Platform Transaction Fee” means a service fee Procoly collects for each transaction processed on the Platform under your account. Taxes may be applicable and will be added to the amount.
“Fund” and its plural mean any payment made by a Buyer to a Seller and/or Procoly, via integrated payment gateway on the Platform and/or under Procoly Receive Funds and Automatic Transfer Agreement.
“Payment Gateway” is an external payment processing service integrated on the Platform to collect and/or process payments.
"Tangible Product" and its plural mean physical product made available for sale on the Platform.
“Intangible Product” and its plural mean a product that is virtual or can only be perceived indirectly or a transaction in which no physical goods are transferred from the seller to the buyer, including but not limited to service, digital download, online and/or offline courses made available for sales on the Platform;
“Product” and its plural mean Tangible Products and Intangible Products.
"Buyer" means a person who purchases Products on the Platform;
“Seller” or “You” collectively means the user who uses the Platform and/or Services to sell Products and/or Services to the Buyers;
“Sales Agent” means an individual or company you engaged at your sole responsibilities to do sales for you or your business.
“Sales Agent Account” means a sub-account you created under your Seller account for the Sales Agent to perform sales activities on behalf of you using the Platform.
“Shop”, “Payment Portal” or "Purchase Page" collectively mean web pages on the Platform which publishes the Products listing and information on a web form for Buyer to make an order.
“Shop Name” means a trademark or name that is used to represent your business, which appears on the Payment Portal page.
“Shop Description” means a description of your business nature that appears on the Payment Portal page’s metadata and any social media sharing post or messaging app.
“Order” means a transaction made between the Seller and Buyer in exchange of payment and a Product.
“Payment Gateway Fee” means Processing Fee incurred by Payment Gateway, e.g. Stripe, Billplz.
“Other Fees” means any amount from the Fund which you grant Procoly the right to or instruct Procoty to perform a processing, for any purpose agreed by you.
“Release Amount” means the amount that a Seller is entitled to receive from Procoly after deducting Payment Gateway and Platform Transaction Fee from a Product sales price. The formula is: Fund – Payment Gateway Fee – Platform transaction fee – Other Fee = Release Amount.

Acceptance

This Agreement governing your use of all account(s) with Procoly. To open a Platform account and use the Platform:

If you are an individual, you must be at least 18 years old or the legal age for giving consent hereunder pursuant to the applicable laws in your country (the “legal age”), otherwise parent(s) or legal guardian’s consent must be obtained;
If you are a business, the business must be legally incorporated;
You are required to maintain an active payment account (Stripe, bank account or any accounts required to operate a Platform account).

Before using the Platform, you must read carefully and accept the terms and conditions and policies in this Agreement pertaining to the use of the Platform and/or the Services (collectively referred to as “Paytrack Terms and Conditions”). By opening a Platform account and using the Platform and Services, you agree to comply with Paytrack Terms and Conditions and you must consent to the processing of your personal data as described in the Privacy Statement set out at Privacy Statement . You also agree to comply with the following policies and each of the other agreements on the Legal Agreements page that apply to you, including:

We may amend this Agreement and any of the policies listed above from time to time. The revised version will be effective at the time we post it on our Platform, unless otherwise noted. A notice will be sent to you informing about the update, whether delivered or undelivered you are deemed to be aware of and bound by any changes to the foregoing upon its publication on the Platform.

If you do not agree to the revised terms and conditions, you must stop using the Platform and/or Services, close your account and terminate your relationship with us without cost or penalty. This Agreement will continue to apply to your previous use of our services.

Use of The Platform and/or Services

We grant you a non-transferable and revocable license to use the Platform and/or Services, subject to PayTrack's Terms and Conditions, for the purpose of selling tangible and intangible products that comply with Restricted Activities stated in the Acceptable Use Policy. Any breach of PayTrack Terms and Conditions shall result in the immediate revocation of the license granted herein without notice to you.

You must obtain the full rights to use or publish any content published by you on the Platform (“Published Content”). The Published Content must not infringe any 3rd party copyrights and must not contain any inaccurate, misleading or fraudulent information and/or data. You are required to remove any inappropriate Published Content immediately if it violates PayTrack Terms and Conditions and you shall undertake full responsibilities to any 3rd party claim.

You agree to provide accurate and current information about yourself and/or your business, and to promptly update such information if there are any changes. You are solely responsible for keeping passwords and other account identifiers safe and secure. You are entirely responsible for all activities that occur under such password or account. Furthermore, you must notify us of any unauthorized use of your password or account. Procoly shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.

Procoly may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.

We reserve the right, but shall not be obliged to:

monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of PayTrack Terms and Conditions and may take any action it deems appropriate;
prevent or restrict your access to the Platform and/or the Services upon any suspicious/illegal activities is detected;
report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

Identity Authentication

You authorize Procoly, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

asking you for further information, such as your date of birth, your taxpayer or national identification number, your physical address and other information that will allow us to reasonably identify you;
requiring you to take steps to confirm ownership of your email address or financial instruments;
ordering a credit report from a credit reporting agency;
verifying your information against third party databases or through other sources;
requiring you to provide further documentation, such as your driver's license or other identifying documents at any time; or
Anti-money laundering and counter-terrorism financing laws may require that Procoly verify certain identifying information if you use certain of the Services.

Procoly reserves the right to close, suspend, or limit access to your Platform account and/or the Services in the event that, after reasonable enquiries, we are unable to obtain any required information about you to verify your identity.

Maintaining an Active Stripe and/or Bank Account

You can link a Stripe or a bank account to your Platform account to receive payment. You are obliged to maintain the account in active and free-of-errors status, you are liable for any failure in transaction due to the account problem and you agree to indemnify Procoly against any direct and/or indirect liability, cost and loss.

Integration and Use of Your Stripe Account

Procoly integrates your Stripe account with your Platform account. We do not perform any transaction other than receiving payment of an order and collecting Platform transaction fee.

You are obliged to use and manage your Stripe account securely which is out of Procoly control. You agree to indemnify Procoly against any direct/indirect liability, cost and loss from any issue with your Stripe account.

You understand that Procoly has no control over Stripe’s uptime and availability.

Payment Gateway Transaction Fee

Procoly has no control over 3rd party payment gateways (e.g. Stripe, Billplz) transaction fee. The transaction fee calculation may be updated by your selected payment gateway from time to time. If you have selected Stripe for payment gateway, please refer to this link published by Stripe to stay updated or for more information.

https://stripe.com/en-my/pricing

You agree to indemnify Procoly against any liability, cost and loss due to any changes made by any 3rd party payment gateways.

Platform Transaction Fees

The Platform Transaction Fee applies to all amounts received from your Buyers. The Platform Transaction Fee is a percentage of the transaction based on the currency of the payment you receive. The Platform Transaction Fee may be subjected to taxes, for example, Malaysia SST.

To eligible for the Silver or Gold Rebate, you must submit an application to Procoly, maintain qualifying monthly payment volume, and be in good standing with Procoly. If you do not submit an application for the Silver or Gold Rebate, you will continue to pay the Platform Transaction Fee without any rebate even if you have qualifying monthly payment volume.

Standard Account

Monthly Fund Volume	Fee	Rebate	Rebate Category
RM0.01 – RM30,000.00	7%	0%	No Rebate
RM30,000.01 – RM100,000.00	7%	0.6%	Silver Rebate
RM100,000.01 and over	7%	1.1%	Gold Rebate

Rebate Calculation

Example 1:

Type	Formula	Resulted Amount
Platform Transaction Fee	RM40,000 * 7%	RM2,800
Silver Rebate Amount	RM40,000 * 0.6%	RM240
Total Payable Platform Transaction Fee	RM2,800 - RM240	RM2,560

Example 2:

Type	Formula	Resulted Amount
Platform Transaction Fee	RM120,000 * 7%	RM8,400
Gold Rebate Amount	RM120,000 * 1.1%	RM1,320
Total Payable Platform Transaction Fee	RM8,400 - RM1,320	RM7,080

Service Tax for Accounts in Malaysia

The government in Malaysia has introduced a 6% service tax on software royalty and service fees, including Procoly. As such, Procoly will be charging the 6% service tax on our fees whenever applicable, as per standard practice in the market. You will be able to clearly see the service tax amount on each charge in our invoice.

Transaction Refund Request and Processing

Procoly does not handle any refund request nor provide any refund processing for transactions made between you and your buyers. You must publish a refund and return policy, as well as a privacy statement, where required by law.

Normal Transaction: Under normal circumstances, Procoly does not directly process any refund on behalf of the Seller. Buyer must liaise with corresponding Seller for a refund, and subject to the refund policies defined by the Seller.

Illegal Transaction or payment disputes: If Seller is suspected or has violated the Acceptable Use Policy , which may or may not resulted in a payment disputes between Buyer and Seller, Procoly is authorized to initiate Holds and Limitations action based on Procoly’s risk decisions.

Investigations of Illegal Transaction or payment disputes: Seller must provide required documents (such as but not limited to, proof of refund, certified true copy of Seller’s bank account, licenses or permits required by local authorities) and any other materials to facilitate Procoly’s investigations, within 3 business days from Procoly’s notice. Holds and Limitations imposed on Seller may be lifted subject to results of investigations.

Processing and handling fee of RM500 or 10% of the transaction amount (whichever is higher) may be charged to Seller for every disputed transaction, on top of service fees incurred and penalties that may be imposed for violating Merchant Agreement.

Platform Transaction Fee and Payment Gateway Fee for any and all transactions are strictly non-refundable.

Your Sales Agent

You agree to ensure your agents are made aware of and comply with the following policies stipulated under this agreement:

Use of The Platform and/or Services
Acceptable Use Policy
Restricted Activities

Any and all of your sales agent activities, duties and obligations fall under your responsibilities and accountability. Procoly has no jurisdictions and under no obligations in resolving the dispute between you and your agents.

Platform Shop Policy

The terms below apply specifically to use of the Platform Shop feature, which enables you to display information about your Products to Buyer on the Platform.

Accuracy of Shop information

All information you provide at the time of Platform registration must be truthful, including the Shop Name, Shop Description, business nature, business information, contact information, and all other requested information. If any change occurs in your Platform Shop registration information, you must promptly request to update the information to Procoly by sending an email or via call. Failure to comply will result in the removal of any mention of your Shop from the Platform, and may result in permanent ineligibility from accessing and/or using the Platform and Services. Provision of deceptive information may result in the locking or closing of your Platform account. You grant Procoly the right to access your Shop through manual observation or automated "spidering" or other automated search techniques in order to confirm the accuracy of your registration information. Procoly is under no obligation to monitor the accuracy of your Shop.

Procoly reserves the right to remove any Product listing from your Shop at any time, for any reason.

License to Use Your Information

You remain the owner of the information that is published on your Shop, none-the-less, by publishing such information on the Platform, you are granting Procoly permission to use the information in connection with the Platform and Services. Specifically, you grant Procoly a non-exclusive, worldwide, perpetual, royalty-free license to copy, publish and display your Shop information on Procoly websites or in e-mail messages related to your transactions, subject to compliance with Procoly’s Privacy Statement. This license will end upon termination of your account in the Platform, whether such termination is caused by you or by Procoly. However, (1) rights granted to Procoly before the termination of your account will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Procoly's right to use such information for marketing purposes shall survive termination, and you waive any rights to challenge such usage, to the extent permissible under applicable law.

No Endorsement

The Platform Shop is not an endorsement from Procoly of your Shop or of any Products offered on your Shop. Any attempt to state or imply Procoly's endorsement of your Products constitutes grounds for immediate termination of your Platform account.

Closing Your Platform Account

You may close your Platform account and terminate your relationship with us at any time without cost or penalty, but you will remain liable for all obligations related to your Platform account even after the Platform account is closed. When you close your Platform account, we will cancel any scheduled or incomplete transactions.

In certain cases, you may not close your Platform account, including:

To evade an investigation.
If you have a pending transaction or an open dispute or claim.
If you have any outstanding amount owing to Procoly.
If your Platform account is subject to a hold, limitation or reserve.

Dormant accounts

If you do not log in to your Platform account for two or more years, Procoly may close your Platform account and any unused funds in your account will be subject to applicable laws regarding unclaimed monies.

Restricted Activities

In connection with your use of our websites, your Platform account, the Procoly services, or in the course of your interactions with Procoly, other Procoly customers, Buyers or third parties, you will not:

Breach this Agreement, Procoly’s Acceptable Use Policy, or any other agreement between you and Procoly.
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising).
Infringe Procoly’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
Sell counterfeit goods.
Act in a manner that is defamatory, trade libelous, threatening or harassing.
Provide false, inaccurate or misleading information.
Send or receive what we reasonably believe to be potentially fraudulent funds.
Distributing viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
Engage in potentially fraudulent or suspicious activity and/or transactions.
Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Procoly and the Buyer, bank or card issuer for the same transaction.
Control an account that is linked to another account that has engaged in any of these restricted activities.
Conduct your business or use the Platform in a manner that results in or may result in:
- complaints;
- requests by Buyers (either filed with us or card issuers) to invalidate payments made to you or Procoly; or;
- fees, fines, penalties or other liability or losses to Procoly, other Procoly’s customers, Buyers, third parties or you.
Use your Platform account or the Procoly services in a manner that any eWallets, Stripe, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules.
Allow your Platform account to have a negative balance.
Provide yourself a cash advance from your credit card (or help others to do so).
Access the Platform from a country that is not included on Procoly's permitted countries list (if any);
Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Procoly services) operated by us or on our behalf or the Platform; facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or services; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; use any device, software or routine to bypass our robot exclusion headers; or interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the Platform and Services) operated by us or on our behalf, any of the Procoly services or other users' use of any of the Platform and Procoly services.
Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers.
Use the Procoly services to test credit card behaviors.
Circumvent any Procoly policy or determinations about your Platform account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional Platform account(s) when an account has an outstanding balance or has been restricted, suspended or otherwise limited; opening new or additional Platform accounts using information that is not your own (e.g. name, mobile phone, address, email address, etc.); or using someone else's Platform account;
Harass and/or threaten our employees, agents, or other users.
Cause us to receive a disproportionate number of claims that have been closed in favour of the claimant regarding your Platform account or business.
Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Platform and Services.
Disclose or distribute another user's information to a third party, or use such information for marketing purposes unless you receive the user's express consent to do so.
Send unsolicited emails to users or use the Platform or Services to collect payments for sending, or assisting in sending, unsolicited emails to third parties.
Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the Platform and Procoly websites without our or any applicable third party's written consent.
Reveal your account password(s) to anyone else, nor use anyone else's password. We are not responsible for losses incurred by you including, without limitation, the use of your account by any person other than you, arising as the result of misuse of passwords.

Actions We May Take if You Engage in Any Restricted Activities

If we believe that you've engaged in any of these activities, we may take a number of actions to protect Procoly, its customers and others at any time in our sole discretion. The actions we may take include, but are not limited to, the following:

Terminate this Agreement, limit your Platform account, and/or close or suspend your Platform account, immediately and without penalty to us;
Refuse to provide the Platform and Services to you now and in the future;
Limit your access to our websites, software, systems (including any networks and servers used to provide any of the Procoly services) operated by us or on our behalf, your Platform account or any of the the Services, including limiting your ability to receive payments with any of the Stripe or bank account linked to your Platform account, restricting your ability to make withdrawals;
Hold your Release Amount balance if reasonably needed to protect against the risk of liability to Procoly or a third party, or if you have violated our Acceptable Use Policy;
Contact buyers who have purchased Products from you using Platform, your bank or credit card issuer, other impacted third parties or law enforcement about your actions;
Update inaccurate information you provided us;
Take legal action against you;
Hold, apply or transfer the funds in your Platform account as required by judgments and orders which affect you or your Platform account, including judgments and orders issued by courts in Malaysia or elsewhere and directed to Procoly or its affiliates;
If you've violated our Acceptable Use Policy, then you're also responsible for damages to Procoly caused by your violation of this policy; or
If you violate the Acceptable Use Policy, then in addition to being subject to the above actions you will be liable to Procoly for the amount of Procoly’s damages caused by your violation of the Acceptable Use Policy. You acknowledge and agree that RM15,000 (or equivalent) per violation of the Acceptable Use Policy is presently a reasonable minimum estimate of Procoly’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to Procoly that reasonably could be anticipated because, due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. Procoly may deduct such damages directly from any existing Release Amount balance in any Platform account you control.

If we close your Platform account or terminate your use of the Procoly services for any reason, we'll provide you with notice of our actions and make any unrestricted Release Amount held in your Platform account available for withdrawal.

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Procoly, any Procoly customer, Buyer, Sales Agent or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Procoly services.

Holds and Limitations

What are holds and limitations

Under certain circumstances, in order to protect Procoly and the security and integrity of the network of Buyers and Sales Agents that use the Procoly services, Procoly may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we'll provide you with notice of our actions, but we retain the sole discretion to take these actions. To request information in connection with an account limitation or hold, you should contact Procoly by email or via call.

Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of Procoly, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your Platform account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.

In order to facilitate Procoly’s actions described above and allow us to assess the level of risk associated with your Platform account, you agree to cooperate with Procoly’s reasonable requests for financial statements and other documentation or information in a timely fashion.

Holds

A hold is an action that Procoly may take under certain circumstances either at the transaction level or the account level. When Procoly places a temporary hold on a fund, the funds shall not be available to you. Procoly reviews many factors before placing a hold on a fund, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where Procoly will hold payments include:

New account who has not completed our account verification process (if any).
Higher risk categories transaction like gambling related products.
Sellers who have performance issues, or a high rate of buyer dissatisfaction or disputes.

Holds based on Procoly’s risk decisions

We may place a hold on a fund in your Platform account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your Platform account, or your transactions or that placing such a hold is necessary to comply with regulatory requirements. We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a fund, the funds will appear in your Platform account with an indication that they are unavailable or pending. We'll notify you, either through your Platform account or directly by phone or email, whenever we place a hold.

Risk-based holds generally remain in place for up to 30 days from the date the payment was received into your Platform account unless Procoly has a reason to continue to hold the fund. We may release the hold earlier under certain circumstances (for example, if you've sent us supporting documents related to the transaction), but any earlier release is at our sole discretion. The hold may last longer than 30 days if the fund is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below. In this case, we'll hold the payment in your Platform account until the matter is resolved.

Holds based on disputed transactions

If a Buyer’s payment is challenged as a payment that should be invalidated and reversed, we may place a temporary hold on the funds in your Platform account to cover the amount that could be reversed. If we determine the transaction should not be reversed, we'll lift the temporary hold. If we determine the transaction should be reversed, we'll remove the funds from your Platform account.

Account Limitations

Limitations prevent you from completing certain actions with your Platform account, such as creating, modifying or deleting a Product or Sales Agent, selling a Product and updating your profile. These limitations are implemented to help protect Procoly, Buyers and Sales Agents when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your Platform account open.

There are several reasons why we may limit your access to your Platform account or the Procoly services, and/or limit access to your funds, including:

If we suspect someone could be using your Platform account without your knowledge, we'll limit it for your protection and look into the fraudulent activity.
If our payment gateway providers alert us that someone has used a compromise card on a transaction related to your Platform account. Similarly, if Stripe lets us know that there have been unauthorized transfers between your Platform account and your Stripe account.
In order to comply with applicable law.
If we reasonably believe you have breached this agreement or violated the Acceptable Use Policy.
Any detection mechanism in Platform indicating your Platform account is high risk. Examples include indications of poor selling performance because you've received an unusually high number of claims and chargebacks selling an entirely new or high cost product, or if your typical sales volume increases rapidly.
If we limit access to your Platform account, we'll provide you with notice of our actions and the opportunity to request restoration of access if, in our sole discretion, we deem it appropriate.

You will need to resolve any issues with your Platform account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect Procoly, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/in your Platform account, placing a limitation on your Platform account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your Platform account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place as long as reasonably necessary as determined by Procoly.

Error Resolution

What is an Error

An "Error" means the following:

A processing error made by Procoly or its suppliers in which your Platform account is mistakenly debited or credited, or when a transaction is incorrectly recorded in your Platform account.
A transaction is missing from or not properly identified in your Platform account statement.
We make a computational or mathematical error related to your Platform account.

What is not considered an Error

The following are NOT considered errors:

If you give someone access to your Platform account (by giving them your login information) and they use your Platform account without your knowledge or permission. You are responsible for transactions made in this situation.
If you erroneously process a payment to the wrong party, or send a payment for the wrong amount (based on a typographical error, for example). (Your only recourse in this instance will be to contact the party to whom you sent the payment and ask them to refund the payment. Procoly will not reimburse you or reverse a payment that you have made in error.)
Stripe error which is out of our control and you should contact Stripe to seek for resolution.

In case of errors or questions about any transaction

Notify us as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transaction. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

Tell us your account username, mobile number, name and email address (if any).

Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

Tell us the amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days. We will complete our investigation within 10 Business Days after we receive your notification of the suspected error. If we need more time, however, we may take up to 45 days to investigate your complaint or question.

We will tell you the results within 3 Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation of our decision. You may ask for copies of the documents that we used in our investigation.

If we determine that there was an error, we will promptly rectify the error within 1-3 Business Day of our determination.

Processing Errors

We will rectify any processing error that we discover. If the error results in:

The transaction shows less than the correct amount to which you were entitled, then we will credit your Platform account for the difference between what you should have received and what you actually received.

The transaction shows more than the correct amount to which you were entitled, then we will debit your Platform account for the difference between what you actually received and what you should have received.

Processing errors are not:

Your errors in setting the correct quantity for a Product.
Your errors in setting the start and end date of a Product sales cycle.
Your errors in setting the start and end date of a Promotional Sales campaign.
Your errors in setting the correct price for a Product (for example, mistyping a price amount).

Communications Between You and Us

You agree that Procoly and its affiliates may contact you by email for marketing purposes. You may opt-out of receiving marketing communications when you open a Platform account, by changing your account preferences or by clicking on the unsubscribe link in any Procoly email or receipt you receive from us. Please allow up to 10 Business Days for the opt-out to take effect. We will provide factual information about your account or the Procoly services, even if you have opted-out of receiving marketing communications.

Since you provide us your mobile phone number, you agree that Procoly and its affiliates may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) inform you about your use of the Procoly services and/or service your Platform accounts, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but will not share your mobile phone number with third parties for their own purposes without your consent. You do not have to agree to receive autodialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by Procoly. You can decline to receive autodialed or prerecorded message calls or texts to your mobile phone number by contacting Procoly Customer Service. The frequency of messages may vary, and standard telephone minute and text charges may apply. Neither we nor your phone carriers are liable for delayed or undelivered messages. However, we may still call you directly using other means if we need to speak with you.

Procoly may communicate with you about any Platform account or transaction information and the Procoly services electronically. It is your responsibility to keep your primary email address up to date so that Procoly can communicate with you electronically. You understand and agree that if Procoly sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, Procoly will be deemed to have provided the communication to you effectively.

Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Procoly to your email address book so that you will be able to view the communications we send to you.

You can update your primary mobile phone number, email address or business information at any time by logging into the Procoly website, except for Shop Name and Shop Description which is only possible to change by contacting Procoly. If your email address becomes invalid such that electronic communications sent to you by Procoly are returned, Procoly may deem your account to be inactive, and you will not be able to transact any activity using your Platform Account until we receive a valid, working primary email address from you.

Procoly reserves the right to close your account if you withdraw your consent to receive electronic communications.

You will be considered to have received a communication from us, if it's delivered electronically, 24 hours after the time we post it to our website or email it to you. You will be considered to have received a communication from us, if it's delivered by mail, 3 Business Days after we send it.

Unless otherwise specified, written notices to Procoly must be sent by postal mail to: Procoly Sdn Bhd, Attention: Legal Department, 16-6, Infinity Tower, Jalan SS6/3, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia.

You understand and agree that, to the extent permitted by law, Procoly may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with Procoly or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with Procoly may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by Procoly, and Procoly does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Procoly’s Rights

Procoly suspension and termination rights

Procoly, in its sole discretion, reserves the right to suspend or terminate this Agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the Procoly services) operated by us or on our behalf or some or all of the Procoly services for any reason and at any time upon notice to you and, upon termination of this Agreement, the payment to you of any unrestricted funds held in your Platform balance.

Security interest

As security for the performance of your obligations under this Agreement, you grant to Procoly a lien on, and security interest in and to, your Platform balance in the possession of Procoly.

Amounts owed to Procoly

If you have an unpaid Platform Transaction Fee owing to Procoly for more than 15 days, Procoly may set off these amounts from funds that are subsequently added to your Platform account, either by you or from payments you receive. If you have more than one Platform account, we may set off an unpaid Platform Transaction Fee in one Platform account against a fund balance in your other Platform account(s). If you continue using your Platform account when it has an unpaid Platform Transaction Fee, you authorize Procoly to charge a 1.5% daily interest as a penalty to late payment. In addition to the above, if you have a past due amount owed to Procoly, or our affiliates, Procoly may use the fund in your Platform account to pay any amounts that are past due.

Insolvency proceedings

If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, we'll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.

Assumption of rights

If Procoly invalidates and reverses a transaction to a Buyer or Sales Agent (either at your initiative or otherwise), you agree that Procoly assumes your rights against the Buyer or Sales Agent and any third parties related to the transaction, and may pursue those rights directly or on your behalf, in Procoly's discretion.

No waiver

Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term "Procoly" to refer to Procoly Sdn Bhd and our affiliates, and each of their respective directors, officers, employees, agents, joint ventures, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.

Indemnification

You must indemnify Procoly for actions related to your Platform account and your use of the Procoly services. You agree to defend, indemnify and hold Procoly harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Procoly services and the Platform, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Platform account or access our websites, software, systems (including any networks and servers used to provide any of the Procoly services) operated by us or on our behalf, or any of the Procoly services on your behalf.

Limitation of liability

Procoly’s liability is limited with respect to your Platform account and your use of the Procoly services. In no event shall Procoly be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the Procoly services) operated by us or on our behalf, any of the Procoly services, or this Agreement (however arising, including negligence), unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, Procoly is not liable, and you agree not to hold Procoly responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

your use of, or your inability to use, our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Procoly services) or any of the Procoly services;
delays or disruptions in our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Procoly services), and any of the Procoly services;
viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Procoly services), any of the Procoly services, or any website or service linked to our websites;
glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Procoly services), any of the Procoly services, or in the information and graphics obtained from them;
the content, actions, or inactions of third parties;
a suspension or other action taken with respect to your Procoly account;
your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement or Procoly's policies.

Disclaimer of Warranty and Release

No warranty

The Procoly services and Platform are provided "as-is" and “as available” without any representation or warranty, whether express, implied or statutory. Procoly specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Procoly does not have any control over the Products provided by Sellers who accept Platform to process a transaction, and Procoly cannot ensure that a Buyer or a Sales Agent you are dealing with will actually complete the transaction or is authorized to do so. Procoly does not guarantee continuous, uninterrupted or secure access to any part of the Procoly services, and operation of our websites, software, or systems operated by us or on our behalf (including any networks and servers used to provide any of the Procoly services) may be interfered with by numerous factors outside of our control. Procoly will make reasonable efforts to ensure that the integration with payment gateway processed transaction in a timely manner but Procoly makes no representations or warranties regarding the amount of time needed to complete processing because the Procoly services are dependent upon many factors outside of our control, such as delays in the payment gateway or mail service. This paragraph gives you specific legal rights and you may also have other legal rights that vary from country/region to country/region.

Release of Procoly

If you have a dispute with any other Platform account holder, you release Procoly from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

Disputes with Procoly

Contact Procoly First

If a dispute arises between you and Procoly, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Procoly regarding the Platform and services may be reported to Procoly Customer Service first.

You and Procoly will agree to use the best endeavours to settle such disputes or differences amicably, by consulting and negotiating with each other in good faith and understanding of mutual interests, to reach a just and equitable solution satisfactory to all Parties.

If such dispute or difference fail to resolve within thirty (30) days, the Parties may then refer the dispute or differences arising in connection with this Agreement to arbitration in Malaysia for final resolution, pursuant to the rules of the Kuala Lumpur Regional Centre for Arbitration.

Your Use (As a Seller) of Personal Data; Data Protection Laws

You (as a seller) will receive Buyers’ personal data for each transaction, you must keep such personal data confidential and only use it in connection with the Platform and Procoly services. You may not disclose or distribute any personal data about the Buyers to a third party or use such personal data for marketing purposes unless you receive that Buyer’s express consent to do so. You may not send unsolicited emails to a Buyer or use our services to collect payments to send, or assist in sending, unsolicited emails to third parties.

To the extent that you process any personal data about a Buyer pursuant to this Agreement, you and Procoly will shall each be an independent data controller (and not joint controllers), meaning we will each separately determine the purposes and means of processing such personal data. We each agree to comply with the requirements of any applicable privacy and data protection laws, including any applicable regulations, directives, codes of practice, and regulatory requirements applicable to data controllers in connection with this Agreement. We each also have and will follow our own, independently-determined privacy statements, notices, policies and procedures for any such personal data that we process in connection with this Agreement.

In complying with the applicable data protection laws, we will each:

implement and maintain all appropriate security measures in relation to the processing of personal data;
maintain a record of all processing activities carried out under this Agreement; and
not knowingly or intentionally do anything, or knowingly or intentionally permit anything to be done, which might lead to a breach by the other party of the applicable data protection laws.

Any personal data you collect in connection with the Platform and Procoly services (and not otherwise generated, collected, or obtained by you through a customer’s separate relationship with you outside the use of the Platform and Procoly services) will be used by you only to the limited extent that is necessary and relevant to the Platform and Procoly services and for no other purpose unless you have obtained the prior express consent of the customer.

Trademarks and Intellectual Property Rights

Except for Published Content, all intellectual property rights, whether registered or unregistered, in the Platform, information content on the Platform and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as “Intellectual Property”) shall remain our property or where applicable, our affiliates or third party intellectual property owners. The entire contents of the Platform also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.

No part or parts of the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without our prior written permission or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title or interest therein. Permission will only be granted to you to download, print or use the Intellectual Property for personal and non-commercial uses, provided that you do not modify the Intellectual Property and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the materials.

Complete Agreement and Survival

This Agreement, along with any applicable Policies on the Legal Agreements page on the Procoly website, sets forth the entire understanding between you and Procoly with respect to the Procoly services. All such terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Governing law and jurisdiction

This Agreement will be governed by and interpreted in accordance with the laws of Malaysia, as such laws are applied to agreements entered into and to be performed entirely within Malaysia, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against Procoly must be resolved by a court located in Kuala Lumpur. You agree to irrevocably submit to the non-exclusive jurisdiction of the courts located within Kuala Lumpur for the purpose of any suit, action or other proceeding arising out of this Agreement or your use of our websites or the services.

Acceptance

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE ACCEPTANCE CHECKBOX OR BUTTON ON THE SIGN UP FORM, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.