Terms and Conditions for Payment Gateway Service

These Terms and Conditions for Payment Gateway Service shall form an integral part of the Merchant Services Agreement ("Agreement") for the use of the Payment Gateway Service.

These Terms and Conditions for Payment Gateway Service ("Terms") constitute an agreement between the "Merchant/Service Applicant" and ReservePay Co., Ltd. ("Company"), a company established under Thai law. These Terms shall govern all use of the Payment Gateway Service by the Service Applicant. The Service Applicant agrees and undertakes to comply with all terms and conditions of these Terms, including the Privacy Policy, which the Service Applicant has thoroughly read and understood.

Part 1: Definitions

For achieving correct and consistent understanding throughout this Terms, unless the context otherwise clearly requires, the following words and phrases shall have the meanings set forth herein and shall constitute an essential part of the Agreement.

1. "Cut-off Time" means the cut-off time agreed upon by the Acquirer and the Company for the settlement of customer transactions.
2. "Dispute" means any payment dispute arising when a cardholder refuses a transaction for various reasons (including but not limited to fraud-related disputes, authorization-related disputes, processing errors, or consumer disputes) and the cardholder requests the financial institution to reverse the payment.
3. "QR PromptPay Service" means the service provided by the Company to the Merchant for processing and collecting transaction fees from customers on the platform by requesting a QR code and presenting such QR code to the customer for payment of goods and services.
4. "QR PromptPay" means the QR PromptPay (Thai QR) service available to the Merchant, which supports only Merchant platforms operating in Thailand.
5. "Mobile Banking Service" means the service provided by the Company to the Merchant for processing and collecting transaction fees from customers via Mobile Banking on behalf of the Merchant.
6. "Mobile Banking" means the service provided by banks and/or financial institutions that enables customers to make remote payments to the Merchant using a mobile phone through an application provided by the bank and/or financial institution for such purpose.

Part 2: Terms and Conditions

1. 1.

   Use of Service

   For all selected payment methods approved by the Company, the Merchant is entitled to select various payment channels offered by the Company (hereinafter referred to as "Source of Funds"), including but not limited to credit cards, debit cards, electronic cards, bank accounts, automatic direct debit, or Direct Debit, and QR PromptPay (Thai QR), etc., to receive transaction funds made by customers under the terms and conditions of service for each Source of Funds, including those that the Company may specifically define for each Source of Funds in the future.

2. 2.

   Registration on Behalf of the Merchant

   The Company may proceed with the Merchant's registration on the Merchant's behalf if instructed by the Merchant to do so. In this event, the Merchant consents to the Company by disclosing all necessary information to the Source of Fund for the purpose of providing services to the Merchant, including but not limited to the Merchant's name, address, website, and the goods or services offered or sold to customers.

3. 3.

   Use of Logo and Trademark

   Upon completion of the Merchant approval process, the Merchant may use the logo and content of the Source of Fund to indicate acceptance. The Merchant agrees to comply with any instructions and/or policies of the service provider of each Source of Fund and/or the Company regarding the use of such logo and trademark. Furthermore, the Merchant permits the Company to monitor the use of such logo and trademark.

4. 4.

   Customer Notification

   When providing goods or services via the platform, the Merchant agrees to inform the customer of:

   1. 4.1. Details, features, and quality of the goods.
   2. 4.2. Conditions and policies regarding refunds, cancellations, and returns.
   3. 4.3. Primary business address, telephone number, and/or email address.
   4. 4.4. Shipping procedures and/or package tracking codes.
   5. 4.5. Privacy policy.
5. 5.

   Request for Consent

   The Merchant agrees to request consent and authorization from the customer to process payment using the selected payment method.

6. 6.

   Receipts

   The Merchant shall issue a receipt for the transaction payment to the customer upon successful payment. The receipt must include the following information:

   1. 6.1. Payment method.
   2. 6.2. Full details of the goods and services purchased.
   3. 6.3. Amount.
   4. 6.4. Date of purchase and when the service will be delivered or the goods will be received.
   5. 6.5. Cancellation or refund policy for this transaction. And/or any other information required by relevant laws.
7. 7.

   Customer Document Preparation for Know Your Customer (KYC) Procedure

   In the event that the total payment received equals or exceeds 500,000 Baht (Five Hundred Thousand Baht) per transaction, regardless of the payment method selected, except for transactions made by customers through credit or debit card payment services, the Merchant agrees to provide all the following customer information to the Company for the Know Your Customer (KYC) process within 7 days after the date the customer made such transaction:

   1. 7.1. Full Name.
   2. 7.2. Date of birth.
   3. 7.3. Citizen identification number (in the case of Thai customers) or passport number (in the case of foreign customers).
   4. 7.4. Address as stated on the citizen ID card or house registration and current address (in the case of Thai customers) or country of origin and current address (in the case of foreign customers).
   5. 7.5. Contact information – phone number and/or email address.
   6. 7.6. Proof of identity – copy of citizen ID card (in the case of Thai customers) or copy of passport (in the case of foreign customers) certified as true copy by the customer.
   7. 7.7. Occupation, position, company name, and company address (must include at least district and sub-district information).

   In the event that the Merchant fails to comply with the aforementioned requirements, the Company reserves the right to suspend the remittance of payments for goods and/or services due to the Merchant.

8. 8.

   Rules Related to Refunds

   1. 8.1. The Merchant is not permitted to refund customers using methods other than the refund function designated by the Company, including bank transfers or cash, with exceptions for certain payment channels as specified below and as may be established in the future.
   2. 8.2. The Merchant acknowledges that if there are any fees or additional charges as notified by the Company resulting from the refund request, such expenses and fees shall be borne by the Merchant.
   3. 8.3. The amount requested for refund will be deducted immediately from the Merchant's balance after the refund request is approved.
   4. 8.4. Service fees, Value Added Tax (VAT), and related taxes will not be refunded to the Merchant, unless the Merchant performs a Void operation before the Cut-off Time.

   • QR PromptPay Service: The Company does not support refunds for QR PromptPay Service. The Merchant must perform the refund using other methods directly to the customer.
   • Mobile Banking: The Company does not support refunds for Mobile Banking Service. The Merchant must perform the refund using other methods directly to the customer.
9. 9.

   Transaction Expiration

   The Merchant accepts that the selected payment method may have an expiration time. If the customer is unable to pay for the transaction before the transaction request expires, the customer's payment request will be automatically revoked, and the customer will be unable to make the payment.

10. 10.

    Maximum Transaction Amount

    The Merchant accepts that the selected payment method has a maximum transaction limit determined by applicable laws and risk considerations.

11. 11.

    Disputes

    The Merchant accepts the Company's transaction records as final and binding for all purposes.

12. 12.

    QR PromptPay Payments

    In the event the customer chooses to pay the transaction amount through the Company's QR PromptPay (Thai QR) Service, the Company will retrieve the payment instruction and request the Source of Fund to create a unique QR Code and display such QR Code to the customer on the Merchant's platform for the customer to scan and make payment.

13. 13.

    Digital Content

    Digital Content shall mean the following:

    1. 13.1. Any game software sold on the internet (excluding software sold in physical packages such as CD, DVD, or Blu-Ray).
    2. 13.2. Any downloadable content used for game software (e.g., add-on packs, maps, etc.).
    3. 13.3. Digital and/or intangible goods sold in online games via online platforms, also known as in-game items.
    4. 13.4. Entertainment services related to movies, music, games, or broadcasting over a network, including streaming services.
    5. 13.5. E-books sold on the internet.
    6. 13.6. E-learning courses sold on the internet (excluding software sold in physical packages such as CD, DVD, or Blu-Ray).
    7. 13.7. Cash cards or top-up cards for games.

    The interpretation of the definition of Digital Content shall be at the Company's sole discretion.

14. 14.

    Service Fees

    Unless otherwise agreed upon with different conditions specified, the rates indicated in Appendix 1 – Service Fees shall apply.

15. 15.

    Cancellation

    In the event the Merchant wishes to cancel the use of the service, the Merchant must personally notify their intention through the customer relations channel at 061-389-7799 or other channels designated by the Company and follow the procedures set by the Company. If there is a remaining balance in the Merchant's account, and the Merchant has not breached these Payment Gateway Service Terms and Conditions, including the Merchant Services Agreement, the Company will proceed to refund the remaining balance to the Merchant after deducting any fees or expenses (if any) within the period specified by the Company, but not exceeding 15 (fifteen) business days, by transferring it to the Merchant's bank account details provided to the Company. The Company reserves the right to charge a fee resulting from such transfer (if any). The Merchant agrees not to claim any interest or compensation from the Company.

    1. 15.1. The Company reserves the right to cancel the service or suspend the service without prior notification to the Merchant if any of the following events occur. The Merchant agrees and acknowledges that the Company shall not be liable for any loss or damage, whether direct or indirect, that may arise to the Merchant whatsoever.
    2. 15.2.

       An act of breach, violation, or non-compliance with any of the service conditions:

       1. 15.2.1. The Company determines, at its sole discretion, that the Merchant has breached any terms and conditions of these Terms or the Merchant Services Agreement, or has abandoned or neglected its obligations under these Terms or the Merchant Services Agreement.
       2. 15.2.2. The Merchant fails to comply with any of its duties, warranties, roles, and obligations under these Terms or the Merchant Services Agreement.
       3. 15.2.3. Any representations and warranties made by the Merchant under these Terms or the Merchant Services Agreement are found to be false or misleading.
       4. 15.2.4. The service is used in a manner that is inconsistent with and/or gives reasonable cause for suspicion of being inconsistent with the service conditions, or there is a violation of Thailand's Anti-Money Laundering laws, Thailand's Fraud laws, or any other applicable laws in Thailand.
       5. 15.2.5. Loss, theft, or hacking of the Merchant's electronic devices or the Merchant's login information.
       6. 15.2.6. An order is received from a government agency, the Bank of Thailand, any regulatory body under the law, a financial institution, or a court.
       7. 15.2.7. The Merchant enters liquidation proceedings, appointment of a receiver, court-ordered asset management, or debt compromise with creditors, or carries out or arranges for similar actions in any jurisdiction.
       8. 15.2.8. The Merchant is insolvent or ceases or is likely to cease business operations.
       9. 15.2.9. The Merchant has no account activity for a continuous period exceeding 6 months from the date of the last transaction.
       10. 15.2.10. The money in the Merchant's account is insufficient for the Company to deduct fees or any debts in the amount claimed by the Company. If the Company determines that the event or situation causing the service suspension has ceased, the Company may lift the suspension.
    3. 15.3.

       In the event the Company exercises its right to cancel or suspend the service according to Clause 15.2 above, the Company has the right to proceed as follows:

       1. 15.3.1. If the Service User's account has no remaining money, or the money in the account is insufficient to pay the account maintenance fee, the Company will deduct the remaining money of the Service User only as an account maintenance fee and immediately cancel the service. OR
       2. 15.3.2. If the Merchant's account has a remaining balance, the Company will retain such money from the Merchant and charge an account maintenance fee and/or a money custody fee from the Service User's account (as the case may be). The Merchant has the right to request the remaining money back from the Company, after deducting the account maintenance fee and/or money custody fee and any debts, within the period specified by the Company, without claiming any interest or compensation from the Company, by notifying the Company in advance through the customer relations channel at 061-389-7799 or other channels designated by the Company and following the procedures set by the Company. However, if such period expires, the Company reserves the right to proceed according to its internal policy.
       3. 15.3.3. The termination of these Terms and Conditions, for whatever reason, shall not terminate any obligations that the Merchant has yet to fully fulfill under the covenants of these Terms and Conditions until the Merchant has completely fulfilled such obligations.
16. 16.

    Personal Data: Collection, Use, and/or Disclosure of Personal Data

    1. 16.1. When the Merchant/Applicant utilizes the Company's Payment Gateway services, the Company may collect, use, or disclose the Merchant/Applicant's personal data for the following purposes:

    No.	Purpose of Processing	Legal Basis
    1	To provide services to the Merchant/Applicant; to proceed with requests prior to providing services; to delegate tasks to third parties; to support service provision, including information technology, communications, debt collection, or any other related tasks; to assign rights and/or obligations; to comply with applicable laws; for risk management, internal control, auditing, and corporate governance; to manage complaints; and/or for any other purposes significantly necessary for the Company's operations or to ensure fair and continuous service provision.	Contractual Basis
    2	To perform obligations under the contract to which the Merchant/Applicant is a party; to take steps at the request of the Merchant/Applicant prior to entering into a contract; or to perform obligations under a contract between the Company and third parties for the benefit of the Merchant/Applicant; to investigate potentially fraudulent transactions; for any other purposes not prohibited by law; and/or to comply with the laws or regulations of any country applicable to the Company or such individuals. The Company may find it necessary to request additional personal data. In such cases, the Company will notify the Merchant/Applicant to obtain the data and consent (as applicable), including informing them of the potential impacts should they refuse to provide consent, through channels deemed appropriate by the Company.	Contractual Basis / Legitimate Interests
    3	To perform obligations under the contract to which the Merchant/Applicant is a party; to take steps at the request of the Merchant/Applicant prior to entering into a contract; or to perform obligations under a contract between the Company and third parties for the benefit of the Merchant/Applicant; to investigate potentially fraudulent transactions; for any other purposes not prohibited by law; and/or to comply with the laws or regulations of any country applicable to the Company or such individuals. The Company may send or transfer the Merchant's personal data to foreign countries that maintain adequate personal data protection standards as prescribed by law. In the event that the destination country does not have adequate protection standards, the Company will notify the Merchant/Applicant to obtain consent and inform them of the potential impacts of refusing such consent through channels deemed appropriate by the Company.	Contractual Basis / Legitimate Interests
    4	To disclose such information to the Company's group, including affiliates, business partners, and other legal entities involved in service provision. The Merchant/Applicant further consents to the collection, use, and/or disclosure of such information by said entities for the purposes specified in Item 1. Business partners and other legal entities include: (1) Alipay.com Co., Ltd., (2) Google Payment (Thailand) Ltd., (3) True Money Co., Ltd., (4) Rabbit-LINE Pay Co., Ltd., (5) GPay Network (Thailand) Co., Ltd. (Grab Pay), (6) ShopeePay (Thailand) Co., Ltd., (7) Alipay Singapore E-Commerce Private Limited (Alipay+), and other business partners to be notified in the future. External parties include: External service providers, agents, subcontractors, co-branding partners, data processors, auditors, external inspectors, legal advisors, credit bureau companies, rating agencies, asset management companies, prospective assignees, assignees, legal authorities, and/or any agencies/organizations/legal entities having a contract with the Company.	Contractual Basis / Legitimate Interests
    5	To disclose such information to relevant government agencies or regulatory bodies. The Applicant further consents to the collection, use, and/or disclosure of such information by said entities for the purposes specified in Item 1.	Legal Obligation
    6	To verify and authenticate the Merchant/Applicant's personal data; to provide information or news; for marketing and sales promotion purposes; to offer benefits and/or solicit the sale of products or services, whether currently or in the future; for the benefit of service provision or financial transactions; for statistical analysis, research, or data evaluation; or for any other purposes not prohibited by law. The use or disclosure of data for these purposes may be conducted by the Company and/or its affiliates, including business partners, other legal entities, and government agencies possessing the Merchant/Applicant's personal data.	Legitimate Interests

    1. 16.2. The Merchant/Service Applicant agrees to allow the sending and/or transferring of data to be stored on a server/cloud in relevant countries. In any event, when sending or transferring such data, the Company shall comply with the Personal Data Protection Act B.E. 2562 (2019).
    2. 16.3. The Merchant/Service Applicant consents to the Company and/or its affiliated companies, including Business Partners and Other Legal Entities of the Company, sending information and news to the Merchant for presenting news, marketing activities, promotions, campaigns, or offering various products that may be beneficial to the Merchant. The Merchant acknowledges that they can terminate or refuse to receive such information and news through the channels designated by the Company and/or its affiliated companies.

Appendix 1 – Service Fees

Monthly or One-Time Fees

Per Transaction Fees

Withdrawal Fees

Holding Period