Terms & Conditions for Ding! Merchants

These are Progresif’s Terms & Conditions for Merchants who have agreed to offer Progresif Ding! as a payment option, accept payment and Progresif has agreed to effect such payment for only those goods, services, supplied by or purchased from the Merchant by the Merchant’s customers through the use of  Progresif Ding! on the Progresif Care+ app upon the terms and conditions hereinafter contained.

This Agreement shall come into effect on the date of signing the Merchant registration form and shall continue to be in force until terminated or expires in accordance with these Terms and Conditions. The Merchant acknowledges that they have read, understood and agreed to these Terms and Conditions.

Progresif reserves the right, at any time and with appropriate notice to the Merchant to amend these Terms and Conditions. Such amendments may be informed to the Merchant by way of email or publication on website or other form of communication for which the Merchant shall then be responsible for obligations pertaining to any such amendments. The Merchant’s continued use of the Services (as defined below) constitutes unconditional acceptance to be bound by these Terms & Conditions including any of its amendments, revisions or alterations made from time to time.

DEFINITIONS

In this Agreement the following expressions shall unless the context otherwise requires have the following meanings:

1.1        “Agreement” means these Terms and Conditions, the Merchant registration form which are to be construed as part of this Agreement. This Agreement forms a contractual obligation and shall be legally binding on the parties.

1.2        “Chargeback” means a procedure in which a disputed transaction is returned to the Merchant by Progresif for possible resolution and whereby Progresif has the right to refuse payment or withhold whole or partial payment to the Merchant in accordance with Clause 6;

1.3        “Customer(s)” means a customer of Progresif who purchases goods and/or services from the Merchant using Progresif ding!.

1.4        “ding!” means the electronic wallet service offered  to Progresif users on the Progresif CARE+ application. Ther service allows registered users to store, send, and receive funds electronically. Users can link their prepaid or postpaid accounts, and credit cards to make payments to merchants and transfer money to other users.

1.5        “Force Majeure Event” means any circumstances beyond the reasonable control of a Party which cannot be foreseen or if foreseeable, are unavoidable, which results in that Party being unable to observe or perform on time and obligation under this Agreement including but not limited to, acts of God, earthquake, floods, storms, rainstorms and any other natural physical disasters, plague or other epidemics, acts of war, civil commotion, hostilities, riot, malicious damage, blockades, embargoes, strikes, lockouts and industrial disputes affecting such performance, or fire. An event or act shall not be excused or delayed by Force Majeure if it could reasonably be circumvented through use of alternative sources, work around plans or other means as may be agreed between the Parties.

1.6        “Merchant App” means the mobile application provided by Progresif to businesses, enabling them to accept payments from users of Progresif ding!. The ding! Merchant App allows merchants to manage transactions and track sales. The Merchant App is governed by the terms and conditions applicable to merchants only.

1.7        “Retrieval Request” means a request made by Progresif to the Merchant for verification of details of a Transaction when there is a question about it;

1.8        “Services” means the technical services, platform and solution which Progresif provides for Merchants as detailed in Clause 4 which allow for payment by Customers for the purchases of the Merchant’s goods and services.

1.9        “Transaction” or “transactions” means ding! transactions;

2. COMMENCEMENT OF AGREEMENT

2.1        This Agreement shall not be effective until the Merchant’s registration form, which incorporates this Agreement by reference, is approved by Progresif.

2.2        Progresif will decide on a case-by-case basis and reserves the right, on reasonable grounds, to remove its Services from any Merchant.

2.3        The Merchant shall honour, in accordance with the terms and conditions of this Agreement and in accordance with all rules and regulations in existence at the time of the transaction, without discrimination, ding! when used as payment by the Customer in connection with bona fide, legal transactions.

2.4        The Merchant agrees to act in good faith and in accordance with the terms and conditions contained herein and all applicable laws and regulations in the performance of its obligations under this Agreement. The Merchant also agrees to comply with all notices and directions provided by Progresif to the Merchant from time to time. The Merchant shall not engage in any acts that constitute fraud, fraudulent activities or dishonesty.

3. ADVERTISING

3.1        The Merchant shall display any advertising or promotional messages provided by Progresif at the Merchant’s stores or websites. This material will be designed to inform customers that  ding! will be honored for payment of goods and services.

3.2        The Merchant shall have the right to use or display the proprietary names and symbols associated with ding! only while this Agreement is in effect.

4. SERVICE DESCRIPTION

4.1        Progresif has developed a mobile payment solution that allows customers to send payment directly from Progresif ding! to the Merchant’s account using their phone through the Progresif Care+ App (“the Services”)

4.2        Progresif is only responsible for processing Transactions that have been made through ding! in a timely manner and proper format.

4.3        The Services also include:

4.3.1     providing information technology services creating providing and maintaining systems, connections, integrations and infrastructures between Progresif and Merchants necessary for processing payments;

4.3.2     providing transaction monitoring and reporting to the Merchant through Progresif’s Merchant Portal; and

            4.3.3     settlement of payments due to the Merchant for Customer’s purchases.

4.4        Progresif may, giving prior notice thereof as early as possible:

4.4.1     limit, update or cancel some or all of the functionality of the Services;

4.4.2     change the form and nature of the Services; or

4.4.3     stop providing the Services to the Merchant.

4.5        Progresif reserves the right to decline payment if the Customer cannot be identified or verified, exceeded spending limits, has insufficient funds on their ding! account, system disruptions and Progresif is not responsible for any failed payments.

5. FEES, RECONCILIATION AND PAYMENT

            FEES

5.1        Progresif shall be entitled to charge the Merchant the following fees:

5.1.1     Merchant Discount Rate (“MDR”) as stated in the Merchant registration form; and

5.1.2     an administrative fee for any transactions that are effected pursuant to the Chargeback procedure, if applicable.

5.2        Progresif shall be entitled to deduct the MDR, refunds granted to Customers for their purchases, and any other fees from payment due to the Merchant for the Transactions.

            RECONCILIATION

5.3        The Merchant shall cross-check to ensure that all Transactions that have been processed by Progresif as appearing on the Merchant App tallies with the Merchant’s records.

5.4        If the information does not tally, the Merchant must inform Progresif of the discrepancy within the next working day from the date of the transaction. The Merchant shall provide details regarding the dispute and the reasons thereof; and furnish Progresif with relevant proof in support of its dispute.

5.5        Progresif will then conduct an investigation and inform the Merchant on the outcome of the investigation within seven (7) days. Progresif’s decision shall be final and binding on the Merchant save for manifest error.

5.6        If the Merchant does not inform Progresif of any non-reconciliation within the next working day from the date of the Transaction, the Merchant shall be deemed to have satisfactorily completed the reconciliation and shall thereafter be precluded from disputing, questioning or raising any discrepancy in the statement with Progresif. The Merchant will then be responsible for all losses or other costs associated with any erroneous or unauthorized transfer.

            PAYMENT

5.8        Subject to the Merchant not being in default of this Agreement and subject to Progresif’s Chargeback rights, Progresif will transfer all payments for Transactions, less all set-off rights Progresif may have, to the Merchant’s bank account within the next working day from the date of the agreed transaction statement.

5.9         The Merchant acknowledges that the timing of the funds’ availability in their account is contingent upon the bank’s operational procedures and policies and Progresif shall not be held liable for any delays resulting from the processing time of such transfers.

6. CHARGEBACK

6.1        Whether before or after acceptance by Progresif, Progresif shall be entitled to, at any time at its absolute discretion and without any prior notice to the Merchant, refuse total or partial payment to the Merchant or, if payment has been made, to seek immediate reimbursement from the Merchant, or set-off and deduct such amount from any payment due to the Merchant, in any of the following situations:

6.1.1     the transaction is a duplicate of an item previously paid or the same transaction has been posted more than once by the Merchant or the Merchant erroneously processes the transaction resulting in duplicate processing or the incorrect amount being charged to the ding! account;

6.1.2     the Customer cannot reconcile the Transaction on the bill statement with the payment made to the Merchant or the Transaction was unauthorized or fraudulent;

6.1.3     the transaction is for any reason unlawful or unenforceable;

6.1.4     the price charged to the ding! account was in excess of the price at which the goods or services supplied were supplied by the Merchant for cash;

6.1.5     the Merchant charges the Customer for a recurring transaction which the Customer previously cancelled; 

6.1.6     Progresif is of the opinion that there are suspicious circumstances surrounding the transaction.

6.1.7     Any other circumstances or events which Progresif may from time to time notify the Merchant in writing as a chargeback event for the purposes of this Clause.

6.2        Progresif may set off any payment obligation that Progresif may have to the Merchant against any payment obligation that the Merchant may have to Progresif for any amounts overpaid to the Merchant due to a reversal, refund, chargeback or other adjustment.

6.3        Notwithstanding the above, where the Customer made payment via ding! and thereafter requests for a refund and if the Merchant agrees to such refund on the same day when the relevant Transaction took place, the Merchant shall take the necessary steps to void/cancel the Transaction through the relevant feature available on the Merchant app and make sure that such cancellation is relayed to Progresif on the same day. The Merchant shall then be responsible for the refund to such Customer. Progresif shall not be responsible for any abuse or misuse of the “void/cancel” function made available on the Merchant app. The Merchant shall keep Progresif fully indemnified from all liability, losses, damages, cost and expense incurred by Progresif arising out of or in connection with the misuse of the same.

6.4        The Merchant acknowledges and agrees that any MDR charged at the time of the transaction are non-refundable under any circumstances, including but not limited to instances of chargebacks and/or refunds in accordance with this Clause 6. In the event of a chargeback or refund, the Merchant shall not be entitled to a refund of the MDR originally deducted from the transaction amount.

7. WITHHOLDING

7.1        If Progresif reasonably believes that any of the circumstances listed in Clause 6 exists or are likely to exist with respect to any transactions which Progresif has accepted, Progresif may withhold payments due to the Merchant under this Agreement and retain the funds pursuant to the Chargeback procedure or for the period of time the Customer must dispute the transaction has expired or Progresif determines to their exclusive satisfaction that a Chargeback on the transaction will not occur.

7.2        Upon termination of this Agreement, Progresif may withhold payment to the Merchant for such period of time reasonably determined by Progresif as necessary to establish a reserve to cover any Chargebacks, or other fees, including but not limited to, costs for accounting, investigation and account management that may result from transactions previously processed and appearing after the termination date.

8. CHARGEBACK REQUEST AND LOSS OF RIGHTS TO RE-PRESENT

8.1        Upon receiving and reviewing a request from Customer for a chargeback, Progresif will send to the Merchant a Chargeback request before effecting a Chargeback.

8.2        The Merchant has seven (7) days to respond to the Chargeback request either accepting or contesting the Chargeback.

8.3        Where the Merchant contests the chargeback, the Merchant shall provide details regarding the dispute and the reasons thereof; and furnish Progresif with relevant proof in support of its dispute.

8.4        Progresif may, upon evaluating the transaction information supplied by the Merchant, effect a Chargeback if Progresif determines it has sufficient information to rule the dispute in favour of the Customer. In this event, the Merchant is liable for the Chargeback.

8.5        If the Merchant fails to respond within the seven (7) days stipulated in Clause 8.2, the Merchant will then lose the right to represent the disputed transaction and Progresif shall have the right to effect a Chargeback.

8.6        The Merchant discharges and releases Progresif from any loss that the Merchant may sustain as a result of loss of such rights and agrees to indemnify Progresif for any damages, claims, expenses, liabilities and losses, including legal fees and costs that Progresif may sustain as a result.

9. DISPUTES WITH CUSTOMER

All disputes between Merchant and any Customer relating to any purchases of goods and services shall be settled between the Merchant and such Customer. The Merchant shall in accordance with Clause 10 indemnify Progresif from any claim or suit brought by the Customer relating to any transaction with the Merchant.

10. INDEMNIFICATION

The Merchant shall indemnify, defend and hold harmless Progresif against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and legal fees that Progresif shall incur or suffer, that arise, result from, or relate to any breach of, or failure by the Merchant to perform any of its representations, warranties, covenants or agreements in this Agreement or in the event Progresif is named as a party to any litigation involving the Merchant brought by a party not party to this Agreement.

11. LIMITATION OF LIABILITY

11.1      Under no circumstances, including, but not limited to, negligence, will either Party be liable for any loss of earnings, profit, reputation, data, business, or cost of procurement of substitute goods or services, or any special, indirect, incidental, consequential, punitive or exemplary damages, or indirect loss, arising from or related to the Agreement, breach thereof, the (in)actions of either Party, or any other interactions with each other, even if the Party has been advised of the possibility of such damages.

11.2      Progresif shall not be liable to the Merchant in contract, tort, or otherwise however arising out of or in connection with the Agreement for all events, or series of connected events, occurring during this Agreement save and except for the payment for Transactions which is due and payable to the Merchant by Progresif in accordance with this Agreement.  

12. FORCE MAJEURE

12.1      Neither Party shall be held responsible or liable for any losses arising out of any delay, interruption or any failure on the part of either Party pursuant to the terms of this Agreement as a result of a Force Majeure Event.

12.2      The Party claiming Force Majeure shall promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and shall take all reasonable steps to overcome the delay or stoppage.

12.3      If the Party claiming Force Majeure has complied with Clause 10.2 (Force Majeure), its performance under this Agreement shall be suspended for the period that Force Majeure continues, and the Party shall have an extension of time for performance which is reasonable and in any event equal to the period of delay or stoppage.

12.4      Any costs arising from the delay or stoppage shall be borne by the Party incurring those costs;

12.5      Either Party may, if the delay or stoppage continues for more than thirty (30) consecutive days, terminate this Agreement with immediate effect on giving written notice to the other and neither Party shall be liable to the other for such termination.

13. TERM AND TERMINATION

13.1      The Agreement remains effective until terminated. Either Party may at any time, without cause, terminate the Agreement giving thirty (30) days prior written notice thereof. Either Party may terminate the Agreement with immediate effect, if the other Party is in breach of the Agreement and has not cured the breach within thirty (30) days as of notice of the breach.

13.2      When the Agreement is terminated, all of the legal rights, obligations and liabilities which have accrued over time while the Agreement was in force or which are expressed or intended to continue indefinitely shall be unaffected by the termination. All licenses granted under the Agreement are terminated when the Agreement is terminated.

14. SUSPENSION

Progresif reserves the right to suspend the Services, withhold payments and reverse previous payments to the Merchant upon the occurrence of any suspected breach of Agreement by the Merchant or suspected fraud or violation regarding a Customer’s transactions for the duration of Progresif’s investigation of the suspected breach, fraud or violation.

15. REPORTS FROM MERCHANTS

The Merchant shall, within seven (7) days upon the request of Progresif, submit reports to Progresif in respect of any unusual activities or transactions made through the Merchant’s store using the Service. Failure by the Merchant to comply with such request within the time period shall give Progresif a right to immediately terminate this Agreement without any liability.

16. CONFIDENTIALITY

16.1      The Parties shall, at all times during and after termination of the Agreement, keep all information relating to the business or financial affairs of the other party, the Customer’s personal information or any other information or data disclosed to or otherwise obtained by it pursuant to the Agreement, confidential and secret, and shall not directly or indirectly disclose such information to any third party other than its employees or agents or contractors having a need to know basis and at all times ensure that any such person complies with this obligation of confidentiality provided that this obligation shall not extend to information:

            16.1.1   which is or comes into the public domain other than by breach of this Agreement;

            16.1.2   the disclosure of which is required by law;

            16.1.3   which comes into one party’s possession prior to the other’s disclosure or is acquired lawfully and in good faith from an independent third party.

16.2      No public announcement, press release, communication or circular (other than to the extent required by law or regulation) concerning this Agreement will be made or sent by the Merchant without the prior express consent of Progresif.

17. Intellectual Property Rights (IPR)

17.1      The Merchant acknowledges that the copyright, designs, trademarks and other IPR comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, logos, widgets, documents and/or any materials provided by Progresif (“Progresif’s IPR”) are the sole and exclusive property of Progresif and/or its licensors.

17.2      The Merchant may utilize Progresif’s IPR strictly in accordance with the instruction and guidelines of Progresif issued or communicated by Progresif from time to time and solely for the activities contemplated in this Agreement only.

17.3      The Merchant further agrees and undertakes that save as expressly permitted in this Agreement it shall not without Progresif’s written consent:

            17.3.1   reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of Progresif’s IPR; and

            17.3.2   create or use derivative works from Progresif’s IPR.

18. DATA PROTECTION

The Merchant shall always endeavour to keep all data related to the Transactions under this Agreement secure and will follow industry practice and any guidelines issued by any regulatory authority from time to time. Apart to fulfil its audit obligations, the Merchant acknowledges and agrees not to store the ding! wallet credentials of the Customer in any form including without limitation by creating logs.

19. RELEASE OF INFORMATION

Unless required by law, or by the terms of this Agreement, the Merchant shall not, under any circumstances, sell, purchase, provide or otherwise disclose any Customer’s account information or other personal information to anyone. The Merchant shall store all data securely in accordance with Progresif’s requirements.

20. NOTICES

            Any notice, demand or other communication given or made by one Party to the other pursuant to this Agreement shall be in writing and delivered by hand or sent by registered post or email to the address as specified below :-     

            To Progresif:

Progresif Sdn Bhd

Unit 1-5, Block A & B, Spg 137-65,

Kg Kiarong, Jln Pasar Baharu Gadong,

Bandar Seri Begawan BE 1318,

Brunei Darussalam.

Email: merchant.team@progresif.com

            To the Merchant:

            As stated in on the Merchant registration form or otherwise provided to Progresif by the Merchant.  

21. WAIVER

No delay or failure by either Party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them not shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, shall be in writing. Without limiting the foregoing, no waiver by any Party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof the remedies provided under this Agreement are cumulative and not exclusive of any remedies provided by law.

22. SEVERABILITY

If any terms or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement shall remain in force and effect, and such invalid illegal or unenforceable terms or provisions shall be deemed not to be part of this Agreement.

23. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreements, arrangements or understandings (whether written or oral) between them relating to the subject matter hereof.

24. AMENDMENT AND VARIATION

No amendment or variation to this Agreement shall be effective unless in writing and signed by the Parties or their duly authorized representatives.

25. ASSIGNMENT

Neither Party shall, without the written consent of the other Party, assign or transfer this Agreement or the benefits or obligations or any part thereof to any other person including any right to assign, either absolutely or by way of charge, any monies due or to become due to him, or which may become payable to him under this Agreement. Both Parties shall be responsible for the acts, defaults, neglects or omissions of any assignee, their agents, servants or workmen as fully as if they were the acts, defaults, neglects or omissions of the respective Party, its agent, servants or workmen.

26. STATUS OF PARTIES

              This Agreement does not create or deem to create any relationship of partnership, joint venture, employer/employee or joint responsibility between the Parties hereto.

27. GOVERNING LAW AND JURISDICTION

            This Agreement shall be governed by and construed in accordance with the laws of Brunei Darussalam. This Agreement shall be governed and construed in accordance with the laws of Brunei Darussalam and both Parties shall submit to the exclusive jurisdiction of the Courts of Brunei Darussalam.

Last Updated: 5^th June 2024