LINE Pay Terms of Service for Merchants (the "Merchant Terms") constitutes a legally binding agreement between LINE Pay (Thailand) Company Limited (Registration No: 0135554009220), a company incorporated under the laws of Thailand (the "Company"), and any online or offline store merchant ("Merchant") which has engaged the Company to provide the Payment Services (described below) by the Company to the Merchant (each a "Party" and collectively, "Parties").
This Merchant Terms governs the Company's provision of (i) electronic payment acceptance service on behalf of merchants (ii) payment facilitation service and/or (iii) any other service relating to payment acceptance services e-payment gateway and other e-payment services (collectively, the "Payment Services") to the Merchant, for the payments made by the Merchant’s payer makes a payment through the payment channels provided by the Company ("Payers") for the amounts (the "Transaction Amounts") due by them to the Merchant for their purchase of goods, services and/or digital content ("Goods and Services") ("Transaction").
The Merchant acknowledges and agrees to comply with the Merchant Terms on and from the date that the Merchant submits application to the Company to use the Payment Services and agrees to cease using the Payment Services immediately if the Merchant does not agree to any of the Merchant Terms. By using or continuing to use the Payment Services, the Merchant accepts and agrees to be bound by the Merchant Terms as well as any subsequent revisions and modifications hereto. The Merchant Terms can be found on the website of the Payment Services at https://terms2.line.me/paymerchant_TOS_TH?lang=en
For the avoidance of doubt, the Company is NOT providing the function of a settlement institution but is merely providing a technology infrastructure support. All settlements and fund transfers are to be carried out by a relevant financial institution or bank which the Company will specify from time to time.
1. Application, review and commencement of use
1.1 A Merchant which sells its own proprietary Goods and Services may apply to use the Payment Services provided by the Company pursuant to the procedures established by the Company (“Application”). By applying to engage the Payment Services provided by the Company, the Merchant agrees to accept and be bound by the Merchant Terms.
1.2 The Merchant shall provide all essential information as may be required by the Company to the Company when applying to use the Payment Services provided, including:
1.2.1 identification details of the Merchant's busines owner, authorized representatives, persons-in-charge or contact persons;
1.2.2 scope and purposes of the intended Transactions for which Goods and Services will be offered by the Merchants;
1.2.3 information regarding the relevant certificates of regulatory approvals obtained for the Merchant's business operation (if any);
1.2.4 detailed description of the Goods and Services sold or provided; and
1.2.5 the existing internal policies of the Merchants to mitigate fraud, money-laundering and terrorism financing risks, including internal verification policies to ensure that the transactions conducted are genuine and bona fide and not otherwise illegal or against public order or morality.
1.3 The Company may, from time to time, require further information and documents from the Merchant which it deems necessary in connection with the application to use the Payment Services (“Application Supplemental Documents”) (which shall become an integral part of the Application). The Merchant hereby warrants and represents that all the information that it provides to the Company is accurate and up-to-date. The Merchant shall forthwith notify the Company of any changes to the information provided by the Merchant to the Company. If the Merchant fails to provide notification to the Company of any changes to the information previously provided by it in a timely manner, or the information provided by the Merchant is incorrect or untrue, then the Company may reject the Application, suspend and/or terminate the provision of all or part thereof of the Payment Services to the Merchant without further notice.
1.4 The Company shall have the sole discretion to determine whether or not to approve the Application submitted by the Merchant to engage the Payment Services of the Company and shall not be obligated to disclose the review process to any applicant. The Company shall not be held liable for any loss or damage arising from an applicant's failure to pass the review process.
1.5 The Merchant will create its own account ("Service Account") and password for its use of the Payment Services. The Merchant may use the Services upon receiving approval of the Application by the Company and after the Merchant has created its Service Account.
2. MERCHANT'S AGREEMENT
2.1 The Company shall provide the Payment Services with reasonable care and skill and in accordance with all applicable laws and regulations (including the Privacy Policy for Merchants).
2.2 The Merchant acknowledges and agrees that it is only entitled to use the Payment Services to receive payment of Transaction Amounts which the Payer made via the payment channels, which includes e-wallet and/or bank accounts and/or credit cards or debit cards (“Credit Cards”), as determined by the Company.
2.3 The Merchant acknowledges and agrees that any relationship between the Payer and the Merchant in terms of its rights and obligations in connection with the Transactions, the Transaction methods and terms, and performance or non-performance of the Transactions (including but not limited to refusal to perform, delay, non-delivery, defects, errors, return or replacement of Goods and Services, and refund) exist only between the Payer and the Merchant. All rights, obligations and liabilities with respect to such Transactions shall be exercised, fulfilled, and borne by the Payer and the Merchant in accordance to applicable laws and regulations and the terms of their agreements. The Company is only responsible for scope of service in accordance with this Merchant Terms and the relevant terms of service (if any).
2.4 The Merchant agrees that the Company in providing the Payment Services does not act as principal but merely as a facilitator on behalf of the Merchant to enable the Merchant to enter into Transactions with the Payer. The Merchant further agrees to allow the Company to act as facilitator to receive and transfer to the Merchant the relevant Transaction Amounts paid by the Payer for the sale and purchase of Goods and Services, and to document the accounts of such Transactions. The Merchant waives any claims against the Company whether for the performance or non-performance of any Transaction entered into as a consequence of the Company's provision of Payment Services to the Merchant.
2.5 The Merchant shall solely assume its legal responsibilities and obligations arising (i) by virtue of its contractual relationship with the Payer, including those derived from any rights and responsibilities, warranties against defects, and intellectual property rights asserted between Merchant and the Payer, and/or (ii) under any other applicable laws and regulations, including without limitation, the Consumer Protection Act B.E. 2522 (1979) (as amended). If the Company incurs any loss or damage due to the Merchant's failure to discharge its legal responsibilities and obligations as mentioned above in this Clause 2.5, the Merchant shall immediately and unconditionally compensate the Company, and/or indemnify and keep indemnified the Company against any liability rising in respect thereof.
2.6 The Company shall have the right to check the Goods and Services transacted or provided by the Merchant. If required, the Merchant is obligated to describe details of such Goods and Services and indicate other related matters (such as additional expenses) to the Company and shall ensure the correctness of the documents filed to support requests for payment.
2.7 If the Merchant and the corresponding Payer agree to revoke, cancel or terminate any Transactions, or change the Goods and Services purchased or the Transaction price after the Company has transferred the relevant Transaction Amounts to the Merchant, the Merchant shall immediately notify the Company of the relevant information regarding such revocation, cancellation or the termination of the Transactions or such change, and provide the Company with a refund note and the relevant supporting documents, within a refund period in accordance with Company’s refund policy, by email or in writing if requested by the Company. For the avoidance of doubt, the Merchant shall not refund the price of Goods and Services to the Payer in cash directly except such refund note is not provided to the Company within the refund period in accordance with Company’s refund policy.
2.8 The Merchant agrees to co-operate with the Company and allow access of the Company or its representatives or agents to carry out audits (including but not limited to examination of Transaction records, anomalies in Transactions, or credit records kept by the National Credit Bureau Co., Ltd.) and other related matters. The Merchant also agrees that the Company, the credit card acquirers ("Acquirers") or international credit card issuer organizations (if applicable) shall have the right to conduct necessary audits of information on the Merchant's premises to ensure the security of Transaction information.
2.9 The Company shall have the right to require that the Merchant receive training from time to time (including but not limited to card authorization training), and the right to examine the effects of such training. The Merchant shall join the Company in preventing illegal or suspicious or fraudulent Transactions and co-operate with the Company in handling related matters.
2.10 The Merchant shall offer to sell Goods and Services, which shall be in accordance with the type of Goods and Services stipulated by the Company, to the Payers so as to allow the Payers to send the purchase order and/or application for the Payment Services, and make the payment for the Goods and Services to the Merchant in accordance with the methods stipulated herein. In this respect, the Merchant shall, at its own costs and expenses, provide the Payers with the following information and retain the evidence thereof:
2.10.1 description of the Merchant’s Goods and Services, including such Goods and Services’ features, quality and promotions (if any);
2.10.2 Policy on return or cancellation of Goods and Services, including refund made to the Payers;
2.10.3 Address of the establishment, including telephone number, facsimile number and/or email address of the Merchant for contact by the Payers;
2.10.4 Price of Goods and Services in Thai Baht or any foreign currencies (if any);
2.10.5 Details, process, method and period of delivery or rendering of Goods and Services and the process of delivery acceptance by the Payers, including without limitation, delivery of Goods and Services for the Payers both domestic and abroad; and
2.10.6 privacy policy and security policy of the Merchants and website providing the services.
2.11 The Merchant shall be responsible for the delivery of Goods and Services in accordance with the Transactions specified in advertisement or details of Goods and Services published on the Merchant’s applicable communication channels. The delivery or rendering of Goods and Services in accordance with the Transaction shall include the duties of seeking source of Goods and Services, selecting and checking its quality, ordering such from the manufacturers, importing, carrying out customs procedures, payment of taxes, duties, delivery charges and postal fees, refund and exchange thereof, procurement of insurance, including equipment and other items to facilitate the provision of the services and other duties (if any) related to the sale of Goods and Services (if applicable).
2.12 The Merchant shall deliver the Goods and Services in a standard package as specified in the advertisement and/or as provided on the Merchant’s applicable communication channels:
2.12.1 In case of the sale of goods, the goods shall be in good condition without any defects or flaws. Where the Merchant is required to deliver Goods to the Payers, upon delivery of the Goods, the Merchant shall obtain a receipt or any evidence of delivery signed by a recipient at the destination. The Merchant shall retain such acknowledgement receipt or the evidence for inspection at least 10 (ten) years from the date of the Merchant issues or receives such documents, and shall, without delay, submit the documents to the Company upon request by the Company; or
2.12.2 In case of services, the Merchant shall provide the services in good quality, and in accordance with the standard as stipulated in promotional materials or details on the Merchant’s applicable communication channels and the Merchant shall retain service receipt or any evidence to prove that Merchant has provided its service for inspection at least 10 (ten) years from the date of the Merchant issues or receives such documents, and shall, without delay, submit the documents to the Company upon request by the Company; and
2.12.3 In the case of failure by the Merchant to deliver Goods and Services to the Payers as provided in the advertisement or details on the Merchant’s applicable communication channels for which the Merchant has justification thereof or documents supporting such circumstance, the Merchant shall notify the Payers for cancellation of the Transaction in accordance with the process stipulated herein.
2.13 The Merchant shall require the Payers to completely provide his/her names, address and other details as stipulated by the Company and to prepare the Transaction in the form of electronic data containing details stipulated and notified to the Merchant in advance (“Transaction Record”). Such Transaction Record shall be submitted to the Company via internet or any electronic means in accordance with the process set forth and notified by the Company to the Merchant in advance. The Merchant further acknowledges and agrees that such Transaction Record shall be generated through the Merchant’s electronic system that is used by the online Merchant and/or the electronic payment device used by the offline Merchant. Additionally, for the case of Credit Card Transaction, the Merchant must be registered as an establishment in Thailand. The Company may specify any other means that that determined herein for the Transaction Record acceptance, and that the Merchant shall be notified in advance. The Merchant agrees to keep the form and submission method of the Transaction Record as stipulated in this paragraph, and shall not disclose the same to any person. The Merchant shall be solely liable for any damages incurred to the Company and/or third party arising out of the failure to comply with its obligations under this paragraph.
2.14 With regard to the Transaction, the Merchant shall, at all time, obtain an approval to debit the Payer’s bank account or obtain authorization in terms of credit line of the Credit Card prior to delivering the Goods and Services to the Payer regardless of the amount of the Transaction Amount. The Merchant further acknowledges that the approval of the Transaction shall be assumed as an examination whether the Payer has utilized his/her Credit Card within the credit line given, and not a verification of whether the person making the Transaction is the true holder of the Credit Card, or whether the Credit Card is counterfeit, or cannot be used to purchase Goods and Services. If the Payer or the Credit Card’s owner claims that he/she did not make the Transaction or it appears the Credit Card is counterfeit or the Credit Card cannot be used to purchase the Goods and Services for whatever reason, the Merchant shall be responsible for the damage (if any), notwithstanding that the Transaction has been approved. In this regard, the Merchant accepts that the Company has the right whether or not to grant approval of any Transaction even if the Payer’s Credit Card limit is not used up or the money in the bank account is sufficient for debit to be made without any clarification thereof. The approval or the refusal of such Transaction shall be final and the Merchant shall not make any claims for damages against the Company.
2.15 The Merchant shall summarize the Transaction Record in the form and method specified by the Company and submit the same to the Company for settlement within 7 (seven) days from the date of the Merchant’s business record and/or receipt of the authorization of the relevant Transaction as specified and notified by the Company. The Merchant acknowledges that the Company is not obligated to verify the summary of such Transaction Record whether the details therein are correct or not, and the Merchant agrees that the details in the Transaction Record received by the Company is deemed as true and accurate information for the Company to proceed according to this Merchant Terms.
In case of receipt of the Transaction via other methods, the method of payment collection shall be as specified and notified to the Merchant with prior written notice by the Company on a case by case basis.
2.16 The Merchant shall notify the Company in the case where the Merchant (i) ceases to carry on business; (ii) changes or expand the type of business or Goods and Services offered within 7 days thereafter.
3. SAFEKEEPING OF TRANSACTION RECORDS
3.1 Documentations of the Transactions between Merchants and the Payers (including electronic records of messages about such Transactions, authorization codes for Transaction, and Transaction numbers) and the related receipts and vouchers shall be kept for a minimum period of 5 (five) years. If any disputes arise during the period, the Company may at any time request that the relevant information be delivered to it for verification. If a Merchant fails to deliver the documentation regarding a Transaction to the Company for verification within 7 (seven) days of the Company's request, the Merchant shall return to the Company the amount already transferred by the Company to the Merchant in furtherance of the Transaction, or the Company may off-set such an amount from another sum payable by the Company to the Merchant.
3.2 The Merchant acknowledges and agrees that where the Merchant has not retained any documentations in relation to any Transactions then records kept by the Company in relation to such Transactions shall be deemed to be true and accurate.
4. ACCOUNT INFORMATION AND PAYMENT PROCEDURE
4.1 Transaction Amounts due to the Merchant as a result of Transactions concluded between the Merchant and Payer shall be deposited into an independent bank account by the Company and shall be kept separate from the Company's own operating funds. When the cooling-off period for the Merchant's Goods and Services ends or the payment conditions agreed upon between the Company and the Merchant are fulfilled, the Company shall transfer the Transaction Amounts receivable by Merchant to a valid bank account of the Merchant as required to be maintained in accordance with Clause 11 ("Merchant's Bank Account"), which the Merchant has provided when applying for use of the Payment Services, after deducting the various charges receivable by the Company.
4.2 All charges for transfer of funds to the Merchant in connection with the Payment Services, including, but not limited to the transfer of the Transaction Amounts receivable by the Merchant, shall be paid or borne by the Merchant, regardless of whether or not the Transaction is revoked, cancelled or terminated. For the avoidance of doubt, the Company shall, in no event, return or refund such charges to the Merchant.
4.3 The Merchant shall be responsible for its acts in connection with its Service Account. The Service Account shall not be assigned, given away, or inherited. If the Merchant decides not to renew its contract with the Company, it shall apply to the Company for cancellation of its Service Account.
4.4 The Company is entitled to hold the payment payable to Merchant if the Company, at its sole discretion, has the reasonable ground to believe that Merchant may or will ceases to carry on business or the Merchant may or will becomes insolvent or any step is taken for Merchant liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction) and/or the Company receives any notification from any courts of law or other competent authority or the Payer regarding any dispute of the payment of Transaction Amounts before the Company transfers the relevant Transaction Amounts to Merchants.
4.5 The Company will record all of the information regarding the transaction under the Merchants' Service Account regardless whether such transactions are valid or not. The Merchant may inquire about records of its transactions under their Service Accounts with the Payment Services through the management interface provided by the Company. If the Merchant finds any erroneous records, it may request that the Company provide the records of the instructions to collect or pay the amounts at issue. The Merchant understands and agrees that after the Company transfers the amounts specified by the Merchant to its Merchant's Bank Account according to the Merchant's instructions, and the financial institution partnered with the Company thereafter confirms that the amounts have been duly received, the Company shall be deemed to have performed its obligation to make the payments under this Merchant Terms. If the Merchant has any questions about such payments, it shall direct such enquiries to the financial institutions where its Merchant's Bank Account is held at.
5. MERCHANT'S RESPONSIBILITY FOR RETURN OF FUNDS
5.1 The Merchant agrees that it will return the amounts transferred by the Company to it so that the Company will not sustain losses, and that the Company may deduct such amounts to be returned from other sums payable by the Company to Merchant in the following circumstances:
5.1.1 The Payers did not receive the purchased Goods and Services, or dispute, or refuse to pay for, or claim compensation for such Goods and Services;
5.1.2 The Merchant has breached the Merchant Terms, or financial institutions inform the Company that the Merchant's transactions are risky, illegal, suspicious, or are in violation of the applicable laws or regulations;
5.1.3 The Merchant conducts Transactions for other stores or persons, or settle accounts with, and claim payments, from the Company from means other than through the Payment Services provided by the Company;
5.1.4 The Transactions presented by the Merchant for processing and settlement with the Payment Services are a result of the Merchant's engagement in businesses outside their legally registered business scopes or in businesses which the Merchant has not notified to the Company, including but not limited to extending cash loans; and
5.1.5 The Company asks the Merchant to provide the records of a Transaction for the former's review, but the Merchant fails to provide the same within three (3) days of receipt of the Company's notice.
6. FAIR TREATMENT OF PAYERS
6.1 The Merchant shall treat all Payers using the Payment Services equally. The Merchant shall not charge additional service fee or restrict its Payers' payment methods for the Transactions without justifications, nor shall it set any maximum or minimum amounts for each purchase. The Merchant further agrees that it shall not offer to sell Goods and Services at the price and/or charge higher than those offered for payment in cash to general customers. If there is any extra services such as discount or premium given to general customers, the Merchant shall offer them to the Payers as well.
6.2 The Merchant shall not shift the service fee payable, or expenses paid in relation thereto, by increasing the transaction price to be paid by the Payers, nor shall the Merchant increase the transaction price payable by the Payers for any reason. In the event that any of the above events occurs, the Merchant shall return the additional charge to the Payers immediately. Where the Merchant is found through the Company's investigation that it treats the Payers unequally, the Merchant shall be solely responsible. If such violations cause the Company to suffer any damages or loss, the Merchant shall reimburse the Company for all the damages and loss incurred.
6.3 The Merchant shall not in any event limit or exempt its liability by requiring the Payers to waive his/her right to raise any argument or dispute, or to waive any right to claim for the Merchant’s responsibility for any damages incurred to the Payers resulting from the purchase or use of Goods and Services between Merchant and Payers.
7. USE OF VENDOR CODE (MERCHANT ID)
The vendor code assigned to the Merchant is owned by the Company and is for the Merchant's use of the Payment Services. The Merchant shall not provide the vendor code to others, nor shall the Merchant use the vendor code beyond the purpose of conducting Transactions by using the Service.
8. REQUIREMENTS FOR USING CREDIT CARD COLLECTION AND PAYMENT SERVICE
8.1 The terms under this Clause 8 shall apply to Merchants meeting the requirements of the Company to apply for the Payment Services of acceptance of payments made by the Payer using their Credit Cards for the Transactions.
8.2 Merchants shall not reject any Credit Card purchases simply because the purchase amounts are small, nor shall they set any maximum or minimum amount for any Credit Card purchase.
8.3 Where the Merchant accepts the Payer's payment of Transaction Amounts with Credit Card via the Payment Services, the Merchant shall obtain only one authorisation number for the entire Transaction Amount with a Payer and request only a lump-sum payment of the Transaction Amount from the Payment Services. The Merchant shall not divide one Transaction into two or more Credit Card Transactions, or obtain an authorisation number for each part of a Transaction. The Merchant undertakes that it will not use the Payment Services to make any illegal Transactions, including to sign Credit Card slips without actually making any sales of Goods and Services, obtain any financing cash advances, to make any fraudulent financing transaction, to conduct cash transmission without any substantial transaction, or to prepay any expenses for the Payers for their Goods and Services first and then request payments from Credit Card issuing banks ("Credit Card Issuers") through the Company. If the Merchant breaches the above provisions, the Company may withhold the transfer of Transaction Amounts to Merchant. If the Transaction Amounts at issue have already been transferred to the Merchants, the Merchants shall return such amounts to the Company.
8.4 Where the Merchant's Transactions with the Payers are deferred Transactions unless approved by the Company, the Merchant shall not accept those Payers' payment of the Transaction Amounts with Credit Card via the Services. If a Transaction is found to be a deferred Transaction after the Transaction Amount has been paid with Credit Card via the Services, the Company may withhold the Transaction Amount from Merchant. If the Transaction Amount has been paid over to Merchant, the Merchant shall return the same to the Company.
8.5 In certain circumstances, a Credit Card Issuer or Acquirer, or a domestic or foreign settlement entity may refuse to pay the Transaction Amounts or require the repayment of the Transaction Amounts from the Company previously settled or paid to the Merchant, notwithstanding that the Credit Card may have been verified or validated by the Credit Card Issuer or Acquirer or domestic or foreign settlement entity ("Chargebacks"). Under these circumstances, the Company shall refrain from paying the Transaction Amounts to the Merchant. However, if the Transaction Amounts have been paid to the Merchant, the Merchant shall return the same to the Company even if it is not under legal liability for the supply or performance of the Goods and Services concerned, in accordance with the following:
8.5.1 Where the Company has paid for the Transaction Amount which is subject to a chargeback, the Merchant shall be immediately liable for such Chargeback to the Company, and the Company shall be entitled to recover from the Merchant by any means the full amount of the relevant Chargeback and any other costs, expenses, and liabilities which the Company may incur as a result of or in connection with such Chargebacks ("Chargeback Costs");
8.5.2 The Company shall provide reasonable assistance in accordance with Clause 9 to the Merchant, however, the Company shall not be obliged to investigate the validity of any Chargeback by any Credit Card Issuer, Acquirer, or a domestic or foreign settlement entity whose decision shall be final and binding in respect of any Chargebacks; and
8.5.3 As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Merchant acknowledges and agrees that notwithstanding any termination of the Contract for any reason, the Company shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Merchant Terms.
8.6 If after having transacted with Credit Card, the relevant Payers declare through their Credit Card Issuers that they refuse to pay the Transaction Amounts, or where other disputes arise, the Company may, but is not obliged under the applicable laws or this Merchant Terms, to assist the Merchants and the Payers in resolving the disputes using the applicable mechanisms provided by the competent authorities for handling disputed Credit Card purchases. However, the Company shall have no obligation to pay the Transaction Amounts to the Merchants.
8.7 In the event that a court of law, competent authority, international organization, Credit Card Issuer, or Acquirer informs the Company that the Merchant is a suspicious or risky store conducting activities which are illegal, or otherwise against public order or morality, or the Company determines that Merchant is a suspicious or risky store, the Company may, without any prior notice, suspend all payments to the Merchant's Bank Account and suspend the authorisation granted to Merchant to use the Payment Services or apply to the Company for payment, or payment of any amounts to Merchant. After the informant or an empowered authority determines after investigation that Merchant is unlikely to be suspicious or risky and notifies the Company of such determination, the Company shall resume the Merchant's right to apply to the Company to receive Credit Card payments made by Payers for Transactions of Goods and Services. Nevertheless, the Merchant shall not claim any interest on or other indemnities for the amounts withheld by the Company during the period of suspension of payments to the Merchant's Bank Accounts.
8.8 The Company may, subject to Clauses 13 and 14 below, based on its commercial needs, use the Merchant's information that it has registered with the Company. If a court of law, competent authority, international organization, Credit Card Issuer, or Acquirer officially requests the Company to provide such information, the Company shall be entitled to provide the same in accordance with applicable law.
8.9 To the extent this clause is applicable to the Merchant, where the Merchant finds there is any abnormal Credit Card Transaction, suspects that the Credit Card used by a Payer is counterfeit, reported as missing, or finds that the Credit Card holder's Transaction is suspicious, the Merchant shall, before accepting any Transaction, confirm with the Credit Card Issuer. Where the Merchant asks the Company to assist in obtaining the confirmation of the Credit Card Issuer, the Merchant shall bear the cost or fees arising therefrom.
8.10 To the extent this clause is applicable to the Merchant, the Merchant agrees to strictly comply with the terms and conditions, methods, procedures, rules and regulations prescribed by the Acquirers, Credit Card Issuer including any relevant credit card association regarding the following matters, including without limitation,
8.10.1 the process of Know Your Customer (KYC) and Customer Due Diligence (CDD);
8.10.2 the receipt of payment via credit card for Transaction concluded; and
8.10.3 the procedure of information security of, including without limitation, the relevant Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA DSS).
8.11 Merchant agrees to the following terms when using the Payment Services that facilitates the transfer of funds between a Payer and Merchant using QR Promptpay or mobile banking applications (“QR/Mobile Banking Service”).
8.11.1 The Company agrees to facilitate payment acceptance for QR/Mobile Banking Service to the Merchant per transaction detail submitted by Merchant, including providing the necessary connection to the Merchant’s interface or payment device.
8.11.2 The Merchant is solely responsible for ensuring correct details for (i) generation of the QR code or (ii) mobile banking payment instructions, as the case may be. Once the Transaction is confirmed via the relevant system, it will be deemed final by the Company, and Merchant shall be liable for any and all consequences arising out of any incorrect, incomplete or erroneous information supplied by the Merchant.
8.11.3 The Merchant agrees to pay the applicable Service Charges and the applicable taxes including Value Added Tax, local and foreign witholding taxes, duties and/or fees for Transactions processed via QR/Mobile Banking Service. The Company shall deduct the Service Charges from the Transaction Amount before transferring the net settlement amount to the Merchant’s receiving bank. The Merchant acknowledges and agrees that the Service Charges is non-refundable upon the completion of the Transaction.
8.11.4 The Merchant has the right to initiate investigations and recovery of funds for mistaken, erroneous, or unauthorized Transaction made to the Merchant’s account. The Merchant agrees to resolve any complaint or dispute against any Payer directly, including being solely responsible for handling any refunds with the Payer directly. However, where the Payer’s bank or other financial institution initiates investigations with respect to a Transaction, the Company shall, but not be obligated to, provide reasonable facilitation to the Merchant regarding the resolution of the dispute. Such facilitation does not imply any liability or obligation on the Company to resolve the dispute on behalf of the Merchant.
8.11.5 The Company disclaims any liability arising from any unauthorized activity or transactions under QR/Mobile Banking Service. Upon receiving a request submitted by Merchant, the Company agrees to provide assistance for erroneous or mistaken Transactions in providing the information or evidence to support the Merchant’s claim against the Payer.
8.11.6 The Company assumes no responsibility for verifying the accuracy of the details provided by the Merchant or for confirming whether a Transaction is initiated by the intended or authorized party.
8.11.7 Notwithstanding the terms set out in clause 16, the Company shall not be liable to the Merchant for any direct, indirect, or consequential losses arising from: (i) the Merchant’s negligence or breach of any agreement or terms of service with the Company; (ii) insufficient funds in the user’s account; (iii) erroneous or mistaken Transactions caused by the Merchant; or (iv) suspension or termination of the QR/Mobile Banking Service arising from the banks.
9. ASSISTANCE IN INVESTIGATION
9.1 The Company may demand the Merchant to provide a report and/or information on any Transaction, performance statuses of any sale and purchase agreements, and any other information that the Company deems necessary for the investigations into the Merchant's use of the Payment Services. The Merchant is not permitted to resist such requests for such report and/or information.
9.2 The Company may demand that the Merchant provide any information and/or documents that is necessary for the compliance with laws and regulations. The Merchant shall provide such information and/or documents promptly and shall bear any relevant cost and expenses.
10. SERVICE CHARGES
10.1 In return for the Company's provision of the Payment Services, the Merchant shall pay to the Company such services charges as may be applicable and notified to the Merchant from time to time ("Service Charges"). The rate, terms and conditions, and details of the Service Charges and the payment of the Service Charges are set out in the Application and/or the Merchant Terms and/or the other relevant documents.
10.2 Unless stated otherwise, all Service Charges and other payments to be made by the Merchant under this Merchant Terms to the Company are exclusive of Value Added Tax, stamp duty and any other relevant taxes and in addition to paying such Service Charges or other payments, the Merchant agrees to also pay all of such foregoing taxes, including penalty, surcharge, fine, governmental charges, and any charges of other relevant organizations.
10.3 The Company may from time to time vary the Service Charges and/or introduce new form of service charges in addition to the fees agreed with the Merchant. In such case, the Company shall give the Merchant not less than 7 (seven) days' notice.
10.4 The Company reserves the right to suspend any of the Payment Services in its sole and absolute discretion and without notice and/or terminate this Merchant Terms in accordance with Clause 17 if the Merchant does not pay any of the amounts due to the Company from time to time within the period specified in this Clause 10.
11. BANK ACCOUNT AND PAYMENTS
11.1 The Merchant shall throughout the term of the Merchant Terms and for such period as may be required thereafter for the purposes of any applicable provisions of the Merchant Terms maintain in its name a bank account that is acceptable to the Company for the purposes of receiving payments from the Company and making payments to the Company ("Merchant's Bank Account").
11.2 Where it is possible for the Company to debit the Merchant's Bank Account the Company shall be entitled to debit all sums due to it from the Merchant pursuant to the terms under this Merchant Terms by direct debit from the Merchant's Bank Account and the Company in exercising its right to do so shall not prejudice any other rights or remedies it may have. The Merchant shall maintain with its bank an instruction to authorise such debits.
11.3 The Merchant shall notify the Company in writing in advance of any changes proposed by the Merchant in respect of the Merchant's Bank Account (including, without limitation, the location of the branch at which such account is held) and shall not implement such changes without the Company's prior written consent. If any change in the Merchant's Bank Account details is imposed on the Merchant, the Merchant shall notify the Company in writing immediately, giving full details of such changes and the reasons.
11.4 Withholding Tax. In the event that the Merchant is registered as a juristic person, the Merchant hereby authorizes the Company to deduct withholding tax on the Service Charges payable to the Company, effective from the first Transaction initiated by the Merchant under the Company’s Payment Services, as well as to issue a withholding tax certificate, sign such certificate, as well as to submit the withholding taxes on behalf of the Merchant.
In the event that the Merchant provides a notice to terminate its status as a Merchant, or the Company provides notice to terminate the provision of Payment Services to the Merchant, whether initiated by either party, and in any case, such termination shall be deemed as a revocation of the Merchant’s appointment of the Company to deduct witholding tax on the Merchant’s behalf.
12. INTELLECTUAL PROPERTY
The Merchant agrees and acknowledges that nothing in these the Merchant Terms shall constitute the grant of any right, title or interest in or to any intellectual property rights used in connection with or comprised in the Payment Services, all of which rights are retained by Company and its licensors.
13. CONFIDENTIALITY
13.1 For the purposes of this Clause 13, Confidential Information means:
13.1.1 the Merchant Terms and the terms thereof;
13.1.2 information relating to the Company which is by its nature confidential or which is designated by the Company as confidential;
13.1.3 information relating to the Company which the Merchant knows or has reason to know or believe is confidential;
13.1.4 any Personal Data provided to the Merchant by Company; and
13.1.5 information relating to the Company’s business, including marketing and promotional plans or other products or materials of the Company, research information and analysis, trade secrets, business development and marketing strategies, sales data, organisational arrangements, business plans, contracts with other persons, client lists, financial data, information comprised in or relating to the financial position and assets or liabilities of the Company.
13.2 The Merchant must keep the Company’s Confidential Information confidential and must not, at any time without the prior written consent of the Company, use it for any purpose other than the proper performance of this the Merchant Terms nor disclose it to any other person and must take reasonable steps to prevent its unauthorised use or disclosure.
13.3 Clause 13.2 does not apply to:
13.3.1 any information that is or becomes a part of the public domain without any action by or involvement of the receiving party;
13.3.2 any information that is received by the receiving party from a third party who does not have any confidentiality obligation to the disclosing party;
13.3.3 any information that has been independently developed by the receiving party prior to the receipt of the Confidential Information from the disclosing party, without access to or use of the latter's Confidential Information received, as evidenced by the receiving party’s written records;
13.3.4 any Confidential Information which is required to be disclosed pursuant to any applicable law, provided that the Merchant shall first have obtained the prior written approval of the Company as to the form and content of the disclosure, which shall only be to the extent necessary to comply with such applicable law, and the Merchant shall take reasonable steps to procure that the recipient of such Confidential Information undertakes to maintain the confidentiality of such Confidential Information on terms similar to those set forth herein; and
13.3.5 any Confidential Information which is required to be disclosed pursuant to any order or direction issued by any court or tribunal of competent jurisdiction or in connection with any legal proceedings between the Parties.
13.4 The Merchant acknowledges and agrees that that any breach of the terms of this Clause 13 will result in irreparable harm to Company for which damages would not be an adequate remedy, and that Company shall, in addition to any other relief and/or remedies available at law, be entitled in respect of any actual or threatened breach of the obligations under these the Merchant Terms to seek equitable relief (whether in the nature of injunction, specific performance and other equitable relief) without having to provide any form of security, and that the Merchant shall not object to the granting of such equitable relief on any grounds.
13.5 This Clause 13 shall survive the expiry, suspension or termination of these the Merchant Terms for any reason whatsoever.
14. PERSONAL DATA
14.1 For the purposes of this Clause 14:
14.1.1 “Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which a Party has or is likely to have access;
14.1.2 “Process” in relation to Personal Data, means:
(a) to carry out any operation or set of operations in relation to the personal data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission or erasure/ destruction; and/or
(b) copy, use, access, display, run, store review, manage, modify, transform, translate, extract components into another work, integrate or incorporate as part of a derivative work; and/or
(c) to permit others to do (a) and/or (b);
14.2 The Merchant agrees and undertakes to the Company that to any extent any Personal Data is provided to the Merchant, whether in connection with the Payment Services or otherwise ("Company Personal Data"):
14.2.1 The Merchant shall comply with all applicable laws and regulations relating to personal data, and any requirements arising under any such relevant laws as the Company may or may become obliged under any such law to require the Merchant’s compliance with, as the Company may from time to time notify the Merchant of in writing;
14.2.2 Without prejudice to the generality of the foregoing, the Merchant shall ensure that it shall provide a standard of protection in relation to the Company Personal Data that is comparable to the protection applicable thereto under applicable laws and regulations, including without limitation:
(a) Purpose: the Merchant shall only collect and use such Company Personal Data strictly for the purposes for which the Company had provided such Personal Data, and not otherwise;
(b) Use and disclosure: the Merchant shall only use and disclose the Company Personal Data in a manner and to the extent permitted in these the Merchant Terms and observe all limitations as to such use or disclosure as the Company may notify the Merchant of;
(c) Accuracy: the Merchant shall undertake reasonable efforts to ensure that the Company Personal Data is accurate and complete, if the Company Personal Data is likely to be (i) used by the Merchant to make a decision that affects the individual to whom the Company Personal Data relates; or (ii) disclosed by the Merchant to another organization (but only if permitted under these the Merchant Terms);
(d) Protection: the Merchant shall protect the Company Personal Data in its possession or under its control by making reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks;
(e) Retention: the Merchant shall cease to retain its documents containing the Company Personal Data, or remove the means by which the Company Personal Data can be associated with particular individuals, as soon as it is reasonable to assume that (i) the specified purposes are no longer being served by retention of the Company Personal Data; and (ii) retention is no longer necessary for legal or business purposes;
(f) Overseas Transfers: the Merchant shall not without the prior written consent of the Company transfer any such Personal Data to any territory outside Thailand; and
(g) Policies: the Merchant shall ensure that its employees, agents and sub-contractors who may receive or have access to any Company Personal Data are aware of the obligations specified under this Clause and agree to abide by the same.
14.3 If the Merchant becomes aware of any collection, use, disclosure of any Company Personal Data otherwise than as permitted under these the Merchant Terms, or any misuse of any Company Personal Data, or any security breach in connection with these the Merchant Terms that could compromise the security or integrity of the Company Personal Data or otherwise adversely affect Company or expose it to any claim, action or proceeding or if the Merchant learns or suspects that any Company Personal Data may have been or is at risk of having been disclosed to or obtained by any unauthorised person, the Merchant shall at its own expense promptly notify the Company and fully co-operate with the Company to remedy the issue as soon as reasonably practicable and to fully co-operate with the Company’s reasonable security investigations.
14.4 The Merchant agrees and undertakes to the Company that to any extent any Personal Data is provided to the Company, whether in connection with the Payment Services or otherwise:
14.4.1 it has complied with all laws and regulations relating to such Personal Data; and
14.4.2 it has obtained all necessary consents from each individual to whom such Personal Data relates for the disclosure of such Personal Data to Company, and for the Company to collect, use and disclose the same for the purposes set forth in the Company’s Privacy Policy, including consent as required by the applicable payment law.
15. DISPUTES
15.1 The Merchant shall not involve the Company in any dispute or claim that may arise between the Payers and the Merchant. It shall be the sole responsibility of the Merchant to deal with all complaints made by Payers in respect of the Goods and Services transacted and for which payment is processed using the Payment Services in like manner as if such Goods or Services had been supplied by the Merchant under other forms of payment acceptable to the Merchant.
15.2 In the event of a dispute or claim of whatever nature arising from the Merchant's use of the Payment Services, the documentations and records of detailed transactions available from the Merchant and the Company, as required to be retained under Clause 3 above, shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim. In the event where there are discrepancies between the records of the Company and of the Merchant, the discrepancies shall be jointly investigated by the Company and the Merchant using information from both Parties whenever appropriate, and proper adjustments (if necessary) shall be made accordingly but where the discrepancies cannot be reconciled, the records of the Company shall prevail.
15.3 The Merchant agrees that where multiple payments have been effected by or on behalf of a Payer in respect of any transaction, whether through the Payment Services or through any other existing system of payment, the Merchant shall refund or reimburse such Payers for such excess payments made and shall fully indemnify and keep indemnified the Company against any claim related to such excess payments.
16. WARRANTIES/INDEMNITIES/LIABILITIES
16.1 The Merchant agrees to be liable to the Company, without delay or within the time period determined by the Company, as the case may be, upon receiving a written notice from the Company, for any damage arising from the Merchant’s failure to comply or breach of this Merchant Terms, including but not limited to, any of the cases specified below, and/or to defend, indemnify and hold the Company, its parent, subsidiaries and affiliates, and its officers, directors, agents, joint ventures, employees and suppliers (the "Indemnitees") harmless from any claim, demand, damage, cost, or liability (including without limitation reasonable legal fees) which any of the Indemnitees suffers in connection with or arising from the Merchant’s failure to comply or breach of this Merchant Terms, including but not limited to any of the following cases::
16.1.1 the Merchant or the Merchant's employees’ or agents’ breach of the Terms and/or Policies.
16.1.2 any claim brought against the Company by a Payer, Credit Card Issuer, other financial institution or other third party arising from a Transaction payment for the sale of Goods and Services whether or not previously processed and transferred by the Company to the Merchant via the Payment Services;
16.1.3 any other claim brought against the Company arising from any aspect of the relationship between the Parties;
16.1.4 the enforcement or attempted enforcement of the Merchant Terms (which includes the recovery or attempted recovery of any sum owing to the Company under Merchant Terms);
16.1.5 the protection of the Company's interests in connection with any aspect of its relationship with the Merchant (including the cost of any third parties nominated by the Company or instructed by the Company for this purpose);
16.1.6 any Transaction of Goods and Services offered by the Merchant (including a Transaction which is subsequently discovered to be fraudulent); or
16.1.7 any other arrangements between the Merchant and a Payer, except, in each case, if and to the extent caused by or contributed to by the Company's negligence or any breach of the Merchant Terms by the Company.
16.2 For the avoidance of doubt, if a claim is brought against the Company by a Payer, Card Issuer, or any other third party, the Company shall be entitled to settle or otherwise deal with it at its sole discretion.
16.3 If the Merchant is a partnership, each partner shall be jointly and severally liable under the Merchant Terms.
16.4 The Payment Services provided by the Company are provided on a "AS IS" and "AS AVAILABLE" basis. The Company and its Indemnitees make no representations, warranties, or undertakings (whether express or implied) regarding LINE Pay, the Payment Services, and any of the content on the website of the Payment Services. All representations, warranties, or undertakings including but not limited to representations, warranties, or undertakings of accuracy, reliability, merchantability, satisfaction, quality, fitness for a particular purpose and non-infringement, are expressly excluded or disclaimed to the greatest extent permitted by law. The Company reserves the right to add, delete or modify the relevant systems or functions of the Payment Service in whole or in part as it is deemed appropriate by the Company.
16.5 To the maximum extent permitted by law, the Company and its Indemnitees expressly disclaim and exclude any and all INDIRECT, INCIDENTIAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE loss or damage (including without limitation to loss of business or business opportunity, goodwill, revenue, profits, data, or other economic benefits) which may be suffered by the Merchant (or any person claiming under or through the Merchant) in connection with or however arising from the Merchant's access and/or usage of the Payment Services/website of the Payment Services, whether or not (a) the same arises in contract, tort (including negligence) howsoever; (b) such loss or damage is foreseeable and/or (c) the Company has received prior notification of the possibility thereof:
16.6 The aforesaid disclaimers and exclusions in Clause 16.5 above shall apply to the fullest extent permissible under law, but shall not apply in respect of any liability, loss or damage relating to:
16.6.1 death or personal injury caused by the negligence of the Company;
16.6.2 fraud or fraudulent misrepresentation; or
16.6.3 any other liability which may not be excluded by law.
16.7 The total liability of the Company, whether in contract, tort (including negligence) or otherwise and whether in connection with the Merchant Terms or any collateral agreement shall be limited to the aggregate of Service Charges the Company collected from the Merchant for the transaction or Payment Services provided in twelve months prior to the date of the first even giving rise to any relevant liability.
17. TERMS AND TERMINATION
17.1 The Merchant Terms shall commence upon the date on which Merchant submits the Application for the Payment Services or the Merchant Terms (as the case may be), or the date on which the Merchant signs this Merchant Terms, whichever is earlier. The Merchant Terms, subject to earlier termination pursuant to Clause 10.4 and 17.2 to 17.4 (inclusive), shall continue in force until terminated by either Party giving to the other not less than one complete calendar month's notice to that effect, provided that Merchant shall not be entitled to serve such notice until a period of 12 months has elapsed from the date of the first Transaction following the commencement of the Merchant Terms (excluding, for the avoidance of doubt, any Transaction effected for testing purposes)
17.2 In the event that the Company notifies Merchant in writing that it has not accepted Merchant's Application for the provision of the Payment Services by the Company, the Merchant Terms shall terminate with immediate effect on the service of such notice to the Merchant.
17.3 Notwithstanding the preceding Clause 17.1, the Company shall be entitled to immediately suspend the provision of all or part thereof of the Payment Services or to terminate the Merchant Terms or all or part thereof of the Payment Services at any time with immediate effect by notice to Merchant if the Company finds that:
17.3.1 The Merchant materially breaches any of the provisions of the Merchant Terms;
17.3.2 The Merchant fails to pay any amount under the Merchant Terms on the due payment date;
17.3.3 The Company considers (in its absolute discretion) that the total value of refunds and/or Chargebacks is unreasonable;
17.3.4 The Merchant sells Goods and Services which are materially different from what was disclosed at the stage of Application to the Company;
17.3.5 The Merchant imports, exports, sells or otherwise engages in the trading of any Goods and Services prohibited or subject to sales restrictions;
17.3.6 The Merchant presents a Transaction of Goods and Services to the Company in a situation where Merchant does not give to the relevant Payer the Goods and Services or other facilities referred to which they could reasonably expect to receive;
17.3.7 The Merchant becomes insolvent or any step is taken for Merchant liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction);
17.3.8 The Merchant makes or proposes any arrangements with Merchant creditors generally;
17.3.9 Anything happens to the Merchant or a matter is brought to the Company's attention which the Company in its absolute discretion considers may affect the Merchant's ability or willingness to comply with all or any of the Merchant's obligations or liabilities under the Merchant Terms;
17.3.10 Any other change in the Merchant's circumstances (including a deterioration in or change to the Merchant's financial position) or in the nature of the Merchant's business or in the Goods and Services supplied by the Merchant to the Payers occurs which the Company in its absolute discretion considers material to the continuance of the Payment Services or any facilities made available by the Company to the Merchant;
17.3.11 The Merchant ceases to carry on business;
17.3.12 The Company, in its absolute discretion, determines that its relationship with the Merchant's business represents increased risk of loss or liability to the Company;
17.3.13 Anything happens to the Merchant or comes to the Company's attention in relation to the Merchant or arising from or incidental to the Merchant's business or the conduct of the Merchant's business (including trading practices and individual activities) or the Merchant engages in any business trading practices or individual activity which the Company in its absolute discretion considers disreputable or capable of damaging the Company's reputation, detrimental to the Company's business or which may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
17.3.14 There is any change to any individual, corporation, firm, unincorporated association (each a "Person", and collectively "Persons"), or group of Persons acting together pursuant to an agreement or understanding (whether formal or informal), which controls the Merchant;
17.3.15 Any claim or action in connection with the Merchant Terms is threatened or commenced by the Merchant or the Company;
17.3.16 Any claims are brought against the Company by any other third party arising from any aspect of the Company's relationship with the Merchant
17.3.17 The Company is required or requested to do so by any Credit Card companies (such as VISA or MasterCard etc), Credit Card Issuer, Acquirer, other banks or other financial institutions;
17.3.18 The Merchant undertakes trading practices which the Company has not consented to;
17.3.19 The Company or any of its Group Companies becomes entitled to terminate any agreement with the Merchant or any Group Company of Merchants.
17.4 Prior to the effective date of the termination, the Merchant agrees to continue receiving the Transaction and delivering of the Goods and Services to the Payers in accordance with the terms and conditions hereof.
18. CONSEQUENCES OF TERMINATION
18.1 Upon termination of the Merchant Terms all rights and obligations of either Party shall cease to have effect immediately, save that:
18.1.1 the clauses of these Merchant Terms which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination (including, for the avoidance of doubt but without limitation, Clauses 8.5, 9, 10, 12 to 20 (inclusive) and
18.1.2 termination shall not affect accrued rights and obligations of either Party under the Merchant Terms as at the date of termination.
18.2 Upon or at any time after termination of the Merchant Terms, Merchant shall immediately pay the Company all amounts owed by Merchant under the Merchant Terms and, for the avoidance of doubt, the Company shall remain entitled to withhold sums pursuant to Clauses 4.4, 8.3 to 8.5, and recover any amounts pursuant to Clauses 5 and 8.5.
19. RELATIONSHIPS WITH OTHER TERMS AND CONDITIONS
19.1 In addition to this Merchant Terms, the Merchant's use of the Payment Services shall also be subject to the other applicable terms and conditions which the Merchant has entered into in relation to the Company’s Payment Services (if any).
19.2 Unless expressly provided for under the relevant terms, in case of any inconsistency between the Merchant Terms and other relevant terms, the Merchant Terms shall prevail.
20. GENERAL TERMS
20.1 Entire Agreement. Without prejudice to Clause 19 above, the Merchant Terms constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes and invalidates all other prior representations, arrangements, understandings and agreements relating to the subject matter of the Merchant Terms which may have been made between the Parties either orally or in writing prior to the date of the Merchant Terms.
20.1.1 Each Party warrants that it has not relied on any representations, arrangements, understanding or agreements (whether written or oral) not expressly set out or referred to in the Merchant Terms. The only remedy available to either Party in respect of any such representations, arrangement, understanding or agreement shall be for the breach of contract under the provisions of this Merchant Terms.
20.1.2 Nothing in this Clause 20 shall operate to exclude any liability for fraud.
20.2 Amendment and modification. No amendment, modification or change to any provision of this Merchant Terms, nor consent to any departure by either Party therefrom, will in any event be effective unless the same shall be in writing and signed by the other party, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, the Merchant agrees that the Company is entitled to amend this Merchant Terms at any time upon written or electronic notice to the Merchant of not less than 7 (seven) days prior to the effective date of such amendment, or as otherwise required by law.
20.3 Severability. If any provision of the Merchant Terms is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable:
20.3.1 such illegality, invalidity or unenforceability shall not affect the other provisions of the Merchant Terms, which shall remain in full force and effect; and
20.3.2 if such provision would cease to be illegal, invalid or unenforceable if some part of the provision were modified or deleted, the provision in question shall apply with such minimum modification or deletion as may be necessary to make it legal, valid and enforceable.
20.4 Assignment. The Merchant Terms and all the rights and obligations of the Company under it may be assigned, transferred, novated or otherwise dealt with by the Company by giving a written notice to the Merchant, and will inure to the benefit of the successors and assigns of the Company, and the Merchant shall do all things necessary to facilitate such assignment, transfer, novation or dealing. This Merchant Terms and all the rights and obligations of the Merchant under the Merchant Terms are personal to the Merchant and the Merchant shall not delegate, assign, sub-licence or sub-contract any of those rights and/or obligations to any third party without the Company's prior written consent.
20.5 Notice. Except as otherwise provided in the Terms, any notice provided by the Company to the Merchant hereunder shall:
20.5.1 be in writing and in the Thai and/or English Language and delivered personally or by registered post with receipt, electronic mail or by fax transmission and be addressed to the last address or fax number provided to the Company by the Merchant; and
20.5.2 be deemed to have been received, (a) in the case of a letter, delivered personally by hand when left at the relevant address or two (2) days after it has been put into the post; and (b) in the case of electronic mail, be deemed to have been received on the first working day following the date of delivery or sending as the same is sent, provided that no notice of delivery failure is received by the sender.
20.6 No Waiver. No omission or delay on the Company's part in exercising any or part of its rights under the Terms shall operate as a waiver thereof.
20.7 Third Party Rights. A Person who is not a Party to the Merchant Terms has no right under the Merchant Terms under the Civil and Commercial Code of Thailand to enforce any term of the Merchant Terms.
20.8 Translated Agreement. Any translation of the Merchant Terms is provided solely for the Merchant's convenience and is not intended to modify the provisions of the Merchant Terms. In the event of a conflict between the English version of the Merchant Terms and a version in a language other than English, the English version shall prevail.
20.9 Governing Law and Jurisdiction. The formation, construction, performance, validity and all aspects whatsoever of this Merchant Terms shall be governed by the laws and regulations of Thailand. The Parties hereby irrevocably agree to submit themselves to the exclusive jurisdiction of the courts of Thailand.
20.10 Revision Date. The latest revision of the Merchant Terms is dated November 28, 2024.