Tri-Partite Addendum
This Tri-Partite Addendum (the "Addendum") is made and deemed effective between the Parties as of the earlier date of a) the acceptance of this Addendum by the Merchant; or b) commencement of the payment processing services to the Merchant provided by Nomupay (the "Effective Date") by and among:
Camel Supply Chain Management (Asia) Limited, a company incorporated in Hong Kong having its registered address at Suite 8 Rm 1208 12/F Cheungsha Wan Plaza Twr 2 833 Cheungsha Wan Road Cheung Sha Wan Kl, Hong Kong ("PSP");
Merchant, as the receiver of the services ("Merchant"); and
Nomupay entity as determined in Section 10 ("Nomupay").
(each a "Party" and collectively, the "Parties").
WHEREAS:
(A) PSP and Merchant have entered into a Merchant Agreement for the provision of payment processing and/or related services (the "Merchant Agreement");
(B) The Parties wish to modify the Merchant Agreement to facilitate payment processing services provided by Nomupay and ensure compliance with Payment Card Network Rules and applicable laws and regulations.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
1 Definitions
Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Merchant Agreement. For the purposes of this Addendum:
"Alternative Payment Methods" means any non-Card payment methods approved by Nomupay.
"Card" means a valid credit or debit card issued by a Payment Card Network.
"Cardholder Data" means any information related to a cardholder, including but not limited to account number, expiration date, and CVV.
"Payment Card Network" means Visa, Mastercard, or any other card network approved by Nomupay.
"Payment Card Network Rules" means the rules, regulations, and guidelines issued by Payment Card Networks.
"Transaction" means a payment transaction processed under this Addendum.
1.1 Precedence
1.2 In the event of any conflict or inconsistency between the provisions of this Addendum and the Merchant Agreement, the provisions of this Addendum shall prevail.
1.3 Merchant and PSP acknowledge and agree that this Addendum forms an integral part of the Merchant Agreement and shall be read and construed as one document.
2 Acceptance of Cards and Alternative Payment Methods
2.1 Merchant agrees to accept all Cards and Alternative Payment Methods approved by Nomupay for payment in respect of any Transaction, subject to the terms and conditions set forth in this Addendum and the Merchant Agreement.
2.2 Merchant shall not engage in any of the prohibited activities listed in Schedule 1 to this Addendum.
3 Settlement and Funding
3.1 Notwithstanding any provision to the contrary in the Merchant Agreement, Merchant hereby expressly authorizes and directs Nomupay to settle all Transactions and remit all settlement funds to PSP, not directly to Merchant, subject to the provisions of Section 5 regarding chargebacks and refunds.
3.2 PSP shall be responsible for settling with Merchant in accordance with the terms of the Merchant Agreement and this Addendum.
3.3 Merchant may, at any time, request in writing that Nomupay settle Transactions directly to Merchant's designated bank account. Such request must be facilitated through PSP and approved by both PSP and Nomupay. Upon approval, Nomupay will settle directly to Merchant within a reasonable time frame after receiving the request.
4 Chargebacks and Refunds
4.1 Merchant acknowledges and agrees that Nomupay may, at its sole discretion, withhold settlement funds, refuse to credit PSP's or Merchant's settlement account, or deduct from any payment due to PSP or Merchant, in whole or in part, the amount of any Transaction subject to chargeback, refund, or other adjustment in circumstances permitted by the Payment Card Network Rules or this Addendum.
4.2 In the event of a chargeback, refund, or other adjustment, Nomupay shall have the right to hold the disputed funds until the matter is resolved to Nomupay's satisfaction. Nomupay shall not be obligated to settle such funds to PSP or Merchant during this period.
4.3 PSP shall be responsible for communicating all chargeback and refund information to Merchant in accordance with the terms of the Merchant Agreement and this Addendum. PSP shall cooperate fully with Nomupay in resolving any chargebacks, refunds, or disputes.
4.4 Merchant shall maintain sufficient funds in its account with PSP to cover all chargebacks, refunds, and other adjustments.
4.5 Nomupay reserves the right to establish or modify chargeback and refund procedures at any time. Merchant and PSP agree to comply with such procedures as communicated by Nomupay.
5 Compliance with Laws and Payment Card Network Rules
5.1 Merchant agrees to comply with all applicable laws, regulations, and Payment Card Network Rules in connection with its acceptance of Cards and Alternative Payment Methods.
5.2 Merchant shall implement and maintain reasonable security measures to protect Cardholder Data in accordance with the Payment Card Industry Data Security Standard (PCI DSS) and all applicable privacy laws.
5.3 Merchant agrees to participate in any compliance programs required by Nomupay or the Payment Card Networks, including but not limited to chargeback monitoring programs and fraud prevention initiatives.
6 Prohibited Activities and High-Risk Transactions
6.1 Merchant shall not process Transactions for any of the prohibited activities listed in Schedule 1 to this Addendum.
6.2 Nomupay reserves the right to immediately suspend or terminate Merchant's ability to accept Cards or Alternative Payment Methods if Nomupay reasonably believes Merchant is engaging in any prohibited activities or high-risk transactions that may expose Nomupay to financial or reputational harm.
7 Reserves and Security
7.1 Nomupay may, at its sole discretion, require Merchant to fund a reserve account to secure the performance of Merchant's obligations under this Addendum and the Merchant Agreement, including but not limited to potential chargebacks, refunds, and other adjustments.
7.2 The reserve account may be funded through deductions from settlements, by Merchant's direct payment, or by withholding settlement funds, as determined by Nomupay.
7.3 Nomupay shall have full control over the reserve account and may, without notice to Merchant or PSP, apply funds in the reserve account to any outstanding obligations of Merchant, including chargebacks, refunds, and other adjustments.
7.4 Nomupay may increase the required reserve amount at any time based on Merchant's transaction history, chargeback ratio, refund ratio, or other risk factors as determined by Nomupay.
8 Liability and Indemnification
8.1 Merchant shall be liable for all losses, damages, claims, and liabilities arising from Transactions processed under this Addendum, including but not limited to chargebacks, refunds, and Payment Card Network fines or assessments.
8.2 Merchant agrees to indemnify, defend, and hold harmless Nomupay and PSP from and against any and all losses, damages, claims, and liabilities arising from Merchant's breach of this Addendum or the Merchant Agreement, including those related to chargebacks, refunds, and other adjustments.
8.3 Nomupay shall not be liable to Merchant or PSP for any delays in settlement or funds withheld due to chargebacks, refunds, or other adjustments processed in accordance with this Addendum.
9 Term and Termination
9.1 This Addendum shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 9.
9.2 Nomupay may terminate this Addendum immediately upon written notice to Merchant and PSP if:
(a) Merchant breaches any provision of this Addendum or the Merchant Agreement;
(b) Nomupay reasonably believes that Merchant's acts or omissions create a security risk or may cause financial or reputational harm to Nomupay or any Payment Card Network;
(c) Required by any Payment Card Network or regulatory authority; or
(d) Nomupay terminates its relationship with PSP.
9.3 Upon termination of this Addendum:
(a) Merchant's right to accept Cards and Alternative Payment Methods shall immediately cease;
(b) All amounts owed by Merchant to Nomupay shall become immediately due and payable;
(c) Nomupay may withhold settlement funds for a period of up to 180 days to cover any potential chargebacks or other liabilities.
10 Contracting Parties
The Merchant's location and the services provided to the Merchant determine the contracting Nomupay entity under this Addendum.
10.1 If the Merchant is incorporated or otherwise formed in Malaysia and its registered address is in Malaysia, the Nomupay entity for purposes of this Addendum will be NOMU PAY MALAYSIA SDN. BHD., a company incorporated in Malaysia, with its office address at Lot No 19-01, Level 19, Menara 2, Menara Kembar Bank Rakyat, No 33, Jalan Rakyat, 50470 Kuala Lumpur, Malaysia;
10.2 If the Merchant is incorporated or otherwise formed in Thailand and its registered address is in Thailand, the Nomupay entity for purposes of this Addendum will be NOMU PAY (THAILAND) CO., LTD., a company incorporated in Thailand with its registered office at 98 Sathorn Square Office Tower, 37 floor North Sathorn Road, Silom, Bangrak, Bangkok 10500;
10.3 If the Merchant is incorporated or otherwise formed in the Philippines and its registered address is in the Philippines, the Nomupay entity for purposes of this Addendum will be NOMUPAY E-MONEY PHILIPPINES INC., a company incorporated in the Philippines, with its registered address at 9/F M1 Tower, H.V. Dela Costa St., Brgy. Bel-Air, Salcedo Village, Makati City, 1209;
10.4 If the Merchant is incorporated or otherwise formed in Hong Kong and its registered address is in Hong Kong, the Nomupay entity for purposes of this Addendum will be NOMU PAY HONG KONG LIMITED, a company incorporated in Hong Kong with its registered address at B120, 16/F, Tower 5, The Gateway, Harbour City, Kowloon, Hong Kong.
11 Confidentiality
Each Party agrees to maintain the confidentiality of any confidential information received from the other Parties in connection with this Addendum and to use such information only for the purposes of performing its obligations under this Addendum.
12 Notices
All notices required under this Addendum shall be in writing and delivered to the addresses set forth in the Merchant Agreement for PSP and Merchant, and to the following address for Nomupay:
Nomupay: As detailed in Section 10
Attention: [Appropriate Contact]
Email: notices@nomupay.com with a copy to legal@nomupay.com
13 Governing Law and Dispute Resolution
13.1 This Addendum shall be governed by and construed in accordance with the choice of laws of the Merchant Agreement.
13.2 Any dispute arising out of or in connection with this Addendum shall be resolved in accordance with the dispute resolution provisions set forth in the Merchant Agreement.
14 Miscellaneous
14.1 This Addendum, together with the Merchant Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
14.2 No amendment or modification of this Addendum shall be valid or binding unless made in writing and signed by all Parties.
14.3 If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
The Parties have agreed to these terms and this Addendum shall be effective as of the Effective Date.
Schedule A - Prohibited Activities
Types of businesses, goods or services that Nomupay or a Payment Card Network deem unacceptable including, without limitation, the goods/services listed hereinafter, as may be amended from time to time: https://Nomupay.com/prohibited-products