NextPOS Payment Merchant Agreement
This contract is made on ............. betweenNextPost Company Limited, the Service Provider, main office at 111/206 Moo 9, Soi Chaengwattana 19, Chaengwattana Road, Bangpod, Pakkred, Nonthaburi 11120 Thailand, Tel.: 02-375-1774, herein after referred to as “NextPOS” (or NextPOS System), a party. and .............hereinafter known in this contract as the “Merchant”, another party.
Both parties to the contract have agreed to the drafting of this contract with the following terms and conditions:
1. Safety Agreements
The password NextPOS gives to the merchant must not be disclosed by the merchant to any other person by any means whatsoever; moreover, all types of unlawful usage must be avoided. In addition, the merchant is to be held solely responsible for all actions occurring with the merchant’s accounts in the NextPOS System. In cases where the password is used without authorization, the merchant is required to inform NextPOS immediately. Any damage occurring prior to notifications of leaks will be the sole responsibility of the merchant without raising any excuses whatsoever to deny responsibility.
2. Merchant Rights and Duties
- 2.1 The merchant agrees to prepare up-to-date and reliable information in addition to related documents regarding the merchant’s attributes for NextPOS.
- 2.2 The merchant will not exchange, sell, transfer, lease out, lend, create obligations or use any other means to cause damage or depreciation in the value of assets/tools/equipment that NextPOS offers or grants usage permission, unless expressed written consent is provided by NextPOS.
- 2.3 The merchant is required to show the symbol “We accept NextPOS payments” in a clearly visible location on tools in official places of business and websites. In addition, the merchant is forbidding from using symbols and trademarks from related businesses for any purpose other than those specified in this contract.
- 2.4 The merchant guarantees that all transactions completed using the payment services in the NextPOS system are correct and lawful transactions. The merchant agrees to not be the user, instigator or supporter of service users or other persons in committing any and all cases of unlawful actions. If any transaction appears to be suspicious, NextPOS reserves the right to report information relating to the aforementioned suspicious transaction to the Bank of Thailand and related supervisory agencies.
- 2.5 The merchant will not collect additional fees from customers and will use the payment services in the NextPOS System within the scope of purpose in this contract only.
- 2.6 The merchant will be held liable for damages resulting from inaccuracy, incompleteness and non-authorization of purchase orders belonging to service users as well as operational errors.
- 2.7 The merchant is required to keep original sales slips printed from equipment connected to barcode readers for a period of at least 90 days from the occurrence date of each respective transaction.
- 2.8 In cases where a NextPOS user encounters any damage resulting from a transaction under any circumstances, the merchant agrees to take responsibility and proceed to swiftly carry out all related corrective measures. Accordingly, NextPOS reserves the right to make decisions as deemed fitting to directly deduct funds from accounts in amounts equal to damage that occurs from goods payments made by service users to the merchant.
- 2.9 The merchant will not disclose or transfer the use of the NextPOS System technology to any person without written consent from NextPOS.
- 2.10 The merchant will not decode/copy/revise/modify or perform any action on software in the payment system as well as other systems, including applications developed by NextPOS, unless written consent is granted by NextPOS.
- 2.11 For cases of business relocation, temporary suspension of business operations or changes in any information specified during service application, the merchant is required to provide written notification to NextPOS 20 days in advance in addition to delivering the documents on the aforementioned to NextPOS before the 5th of each month.
- 2.12 The merchant is required to strictly comply with the laws, regulations and policies of the Bank of Thailand and is forbidden from becoming involved in fraudulent commercial activities, advance cash withdrawals, money laundering and any and all other forms of unlawful activities.
3. Rights and Duties of NextPOS
- 3.1 NextPOS has the right to revise/change/add any specifications and/or terms of service for the cross-border payment service system in the NextPOS System. Accordingly, the aforementioned actions will be posted for the public on the NextPOS System’s website (https://www.nextpos.asia).
- 3.2 NextPOS does not take responsibility for any dispute between the merchant and customers or any other related person, with exception only to cases involving the payment system of NextPOS.
- 3.3 NextPOS has the right to make decisions as deemed fitting to directly provide refund or request for refunds from service users.
- 3.4 NextPOS has the right to temporarily suspend or terminate services if the merchant’s qualifications or business operations are not consistent with the actions prescribed by this contract.
4. Financial Management
- 4.1 Service Fees for Cross-border Payment Services in the NextPOS System
4.1.1 The fees collected by NextPOS can be used for the three percent withholding tax. In cases where the merchant is a juristic person and does not directly submit forms, a letter of appointment must be drafted to authorize NextPOS to complete withholding tax procedures on the person’s behalf.
4.1.2 In cases where there are changes in policies related to this contract by the Bank of Thailand or any supervisory agency or with the cooperation of the merchant or there are changes in laws with potential impact on compliance with this contract, NextPOS has the sole right to adjust cross-border transaction service fees in the NextPOS System by providing notification and informing the merchant to grant written consent in cases involving changes in service fees for cross-border transaction services in the NextPOS System.
- 4.2 Transferring Funds to the merchant
4.2.1 After service fees due for payment to NextPOS are deducted from the payment transactions of the merchant, NextPOS will deliver the remaining funds to the merchant by electronic financial transfer into the bank account specified by the merchant.
4.2.2 In cases where the merchant changes the aforementioned bank account for any reason whatsoever, the merchant is required to immediately notify NextPOS in writing and provide explanations regarding any information as requested by NextPOS. In cases where the merchant changes the bank account without immediately informing NextPOS, the merchant will be held solely responsible for any and all damages incurred.
4.2.3 Payment transaction information must be kept in the NextPOS System for 180 days. In addition, the merchant is required to have access and storage without any expenses whatsoever. Accordingly, the merchant is required to immediately keep the merchant information and transaction information as they occur.
4.2.4 NextPOS will transfer the net amount of funds from transactions in the sale of goods and services subsequent to deductions of service fees and value-added tax to the merchant in T+2 time. In cases where the aforementioned period coincides with a Saturday, Sunday or a designated holiday in Thailand or the People’s Republic of China, the transfer of the aforementioned net amount of funds will be carried out on the following date. NextPOS will announce holidays to the public on NextPOS’s website.
4.2.5 The service fees for transferring net funds into NextPOS accounts are free for transfers completed today until 31 December 2018. Subsequently, NextPOS will begin deducting transfer fees. Transfer fees will be announced by NextPOS on NextPOS’s website.
- 4.3 Use of Returned Funds
4.3.1 The merchant is forbidden from directly using funds returned to customers by any means whatsoever. Otherwise, the merchant will be held responsible and liable to disputes and risks that occur.
4.3.2 In cases where the merchant changes the aforementioned bank account for any reason whatsoever, the merchant is required to immediately notify NextPOS in writing and provide explanations regarding any information as requested by NextPOS. In cases where the merchant changes the bank account without immediately informing NextPOS, the merchant will be held solely responsible for any and all damages incurred.
(1) Once the merchant submits a request to NextPOS to use returned funds, the merchant is required to have a sufficient balance from receiving goods payment for using returned funds in the merchant’s NextPOS account. In addition, NextPOS will use the returned funds fully by directly deducting the funds according to the value of returned funds to be used from the aforementioned balance.
(2) If the returned funds cannot be deducted due to insufficient balance in the merchant’s NextPOS account, the merchant is required to submit an additional request to NextPOS to use returned funds until the balance of the merchant’s NextPOS account becomes sufficient for deduction.
(3) The repayment period is 90 calendar days.
- 4.4 Requesting Refunds
Once a notification or request occurs to inquire about purchase orders in the NextPOS System, the merchant is required to reply and prepare original receipts in addition to a list of history of related transactions for NextPOS and submit the aforementioned by email subsequent to receiving the aforementioned notification in the NextPOS System.
Furthermore, the merchant is required to assist NextPOS in providing proper services in parts concerning customer complaints regarding services and payments and coordinate work to accomplish results according to the recommendations of NextPOS.
5. In order for the merchant to use any and all logos, stickers and/or trademarks of NextPOS, prior written consent must be obtained from NextPOS. If misuse or unauthorized use becomes apparent, the merchant is required to immediately inform NextPOS. NextPOS has the sole right in specifying guidelines for legal action in order to put an end to the aforementioned violations.
6.  Duties in Safeguarding Information Confidentiality
Either of the parties to the contract comes into knowledge of any trade or business secret by any means whatsoever, the aforementioned will be forbidden from disclosure or dissemination any of the aforementioned secrets, whether in whole or in part, to any person whatsoever, unless written authorization is granted by the party to the contract that initially disclosed the information. In necessary cases, NextPOS might disclose confidential information to a government organization or agency in order to achieve the objectives of this contract.
7. Force Majeure Events
In cases where either of the parties to the contract is unable to comply with this contract as a result of unforeseen circumstances or force majeure events, the affected party to the contract is required to inform the other party immediately in writing in order to seek guidelines or measures to prevent potential damage. Otherwise, the affected party to the contract will not be able to raise the aforementioned force majeure event as a reason for denial of any responsibility. In addition, in cases where cross-border transaction services in the NextPOS System are obstructed/suspended or halted in accordance with the law, this contract will be deemed immediately terminated, whereby the rights and duties of the parties to the contract are to comply with or enforce specifications concerning the termination of this contract.
8. NextPOS has the right to terminate this contract and demand the merchant to take responsibility and pay compensation if the merchant commits any of the following actions:
(1) Breach of any clause of the contract or involvement in any unlawful business.
(2) Inability to operate business due to recessive financial situation, ongoing bankruptcy case proceedings, legal arbitration or revocation of business license.
(3) Refusal to make corrections subsequent to warning or refusal without reasonable cause or intentional delay of inquiries and inspections as per requests made by NextPOS.
(4) Missing of debt payment without reasonable cause or involvement in risky circumstances, unusual transactions or unlawful actions as deemed appropriate by NextPOS.
9. This contract has binding effects on both parties to the contract until either of the parties to the contract terminates the contract, which requires at least 30 days’ advance notification. Otherwise, if any party breaches any clause of this contract, this contract will be deemed terminated through written notification.
10. Revisions/additions or changes in any condition or specification in this contract must be carried out in writing and signed with official seals affixed (if any) by both parties to the contract.
11. Unless both parties to the contract agree otherwise, all communications and notifications must be delivered to the addresses and emails specified in this contract. In cases involving disputes concerning any statement in the contract, the statements in the appendices shall apply.