T&Cs - Ding Merchant

These are Progresif’s Terms & Conditions for Merchants who have agreed to offer
Progresif Ding! as a payment option, accept payment and Progresif has agreed to effect
such payment for only those goods, services, supplied by or purchased from the
Merchant by the Merchant’s customers through the use of Progresif Ding! on the
Progresif Care+ app upon the terms and conditions hereinafter contained.
This Agreement shall come into effect on the date of signing the Merchant registration
form and shall continue to be in force until terminated or expires in accordance with
these Terms and Conditions. The Merchant acknowledges that they have read,
understood and agreed to these Terms and Conditions.
Progresif reserves the right, at any time and with appropriate notice to the Merchant to
amend these Terms and Conditions. Such amendments may be informed to the
Merchant by way of email or publication on website or other form of communication for
which the Merchant shall then be responsible for obligations pertaining to any such
amendments. The Merchant’s continued use of the Services (as defined below)
constitutes unconditional acceptance to be bound by these Terms & Conditions
including any of its amendments, revisions or alterations made from time to time.
DEFINITIONS
In this Agreement the following expressions shall unless the context otherwise requires
have the following meanings:
1.1 “Agreement” means these Terms and Conditions, the Merchant registration form
which are to be construed as part of this Agreement. This Agreement forms a
contractual obligation and shall be legally binding on the parties.
1.2 “Chargeback” means a procedure in which a disputed transaction is returned to
the Merchant by Progresif for possible resolution and whereby Progresif has the right to
refuse payment or withhold whole or partial payment to the Merchant in accordance
with Clause 6;
1.3 “Customer(s)” means a customer of Progresif who purchases goods and/or
services from the Merchant using Progresif ding!.
1.4 “ding!” means the electronic wallet service offered to Progresif users on the
Progresif CARE+ application. Ther service allows registered users to store, send, and
receive funds electronically. Users can link their prepaid or postpaid accounts, and
credit cards to make payments to merchants and transfer money to other users.
1.5 “Force Majeure Event” means any circumstances beyond the reasonable control
of a Party which cannot be foreseen or if foreseeable, are unavoidable, which results in
that Party being unable to observe or perform on time and obligation under this
Agreement including but not limited to, acts of God, earthquake, floods, storms,
rainstorms and any other natural physical disasters, plague or other epidemics, acts of
war, civil commotion, hostilities, riot, malicious damage, blockades, embargoes,
strikes, lockouts and industrial disputes affecting such performance, or fire. An event or
act shall not be excused or delayed by Force Majeure if it could reasonably be
circumvented through use of alternative sources, work around plans or other means as
may be agreed between the Parties.
1.6 “Merchant App” means the mobile application provided by Progresif to
businesses, enabling them to accept payments from users of Progresif ding!. The ding!
Merchant App allows merchants to manage transactions and track sales. The Merchant
App is governed by the terms and conditions applicable to merchants only.
1.7 “Retrieval Request” means a request made by Progresif to the Merchant for
verification of details of a Transaction when there is a question about it;
1.8 “Services” means the technical services, platform and solution which Progresif
provides for Merchants as detailed in Clause 4 which allow for payment by Customers
for the purchases of the Merchant’s goods and services.
1.9 “Transaction” or “transactions” means ding! transactions;
2. COMMENCEMENT OF AGREEMENT
2.1 This Agreement shall not be effective until the Merchant’s registration form,
which incorporates this Agreement by reference, is approved by Progresif.
2.2 Progresif will decide on a case-by-case basis and reserves the right, on
reasonable grounds, to remove its Services from any Merchant.
2.3 The Merchant shall honour, in accordance with the terms and conditions of this
Agreement and in accordance with all rules and regulations in existence at the time of
the transaction, without discrimination, ding! when used as payment by the Customer
in connection with bona fide, legal transactions.
2.4 The Merchant agrees to act in good faith and in accordance with the terms and
conditions contained herein and all applicable laws and regulations in the performance
of its obligations under this Agreement. The Merchant also agrees to comply with all
notices and directions provided by Progresif to the Merchant from time to time. The
Merchant shall not engage in any acts that constitute fraud, fraudulent activities or
dishonesty.
3. ADVERTISING
3.1 The Merchant shall display any advertising or promotional messages provided by
Progresif at the Merchant’s stores or websites. This material will be designed to inform
customers that ding! will be honored for payment of goods and services.
3.2 The Merchant shall have the right to use or display the proprietary names and
symbols associated with ding! only while this Agreement is in effect.
4. SERVICE DESCRIPTION
4.1 Progresif has developed a mobile payment solution that allows customers to
send payment directly from Progresif ding! to the Merchant’s account using their phone
through the Progresif Care+ App (“the Services”)
4.2 Progresif is only responsible for processing Transactions that have been made
through ding! in a timely manner and proper format.
4.3 The Services also include:
4.3.1 providing information technology services creating providing and
maintaining systems, connections, integrations and infrastructures between
Progresif and Merchants necessary for processing payments;
4.3.2 providing transaction monitoring and reporting to the Merchant through
Progresif’s Merchant Portal; and
4.3.3 settlement of payments due to the Merchant for Customer’s purchases.
4.4 Progresif may, giving prior notice thereof as early as possible:
4.4.1 limit, update or cancel some or all of the functionality of the Services;
4.4.2 change the form and nature of the Services; or
4.4.3 stop providing the Services to the Merchant.
4.5 Progresif reserves the right to decline payment if the Customer cannot be
identified or verified, exceeded spending limits, has insufficient funds on their ding!
account, system disruptions and Progresif is not responsible for any failed payments.
5. FEES, RECONCILIATION AND PAYMENT
 FEES
5.1 Progresif shall be entitled to charge the Merchant the following fees:
5.1.1 Merchant Discount Rate (“MDR”) as stated in the Merchant registration form;
and
5.1.2 an administrative fee for any transactions that are effected pursuant to the
Chargeback procedure, if applicable.
5.2 Progresif shall be entitled to deduct the MDR, refunds granted to Customers for
their purchases, and any other fees from payment due to the Merchant for the
Transactions.
5.3 The Merchant shall cross-check to ensure that all Transactions that have been
processed by Progresif as appearing on the Merchant App tallies with the Merchant’s
records.
5.4 If the information does not tally, the Merchant must inform Progresif of the
discrepancy within the next working day from the date of the transaction. The
Merchant shall provide details regarding the dispute and the reasons thereof; and
furnish Progresif with relevant proof in support of its dispute.
5.5 Progresif will then conduct an investigation and inform the Merchant on the
outcome of the investigation within seven (7) days. Progresif’s decision shall be final
and binding on the Merchant save for manifest error.
5.6 If the Merchant does not inform Progresif of any non-reconciliation within the
next working day from the date of the Transaction, the Merchant shall be deemed to
have satisfactorily completed the reconciliation and shall thereafter be precluded from
disputing, questioning or raising any discrepancy in the statement with Progresif. The
Merchant will then be responsible for all losses or other costs associated with any
erroneous or unauthorized transfer.
 PAYMENT
5.8 Subject to the Merchant not being in default of this Agreement and subject to
Progresif’s Chargeback rights, Progresif will transfer all payments for Transactions, less
all set-off rights Progresif may have, to the Merchant’s bank account within the next
working day from the date of the agreed transaction statement.
5.9 The Merchant acknowledges that the timing of the funds’ availability in their
account is contingent upon the bank’s operational procedures and policies and
Progresif shall not be held liable for any delays resulting from the processing time of
such transfers.
6. CHARGEBACK
6.1 Whether before or after acceptance by Progresif, Progresif shall be entitled to, at
any time at its absolute discretion and without any prior notice to the Merchant, refuse
total or partial payment to the Merchant or, if payment has been made, to seek
immediate reimbursement from the Merchant, or set-off and deduct such amount from
any payment due to the Merchant, in any of the following situations:
6.1.1 the transaction is a duplicate of an item previously paid or the same transaction
has been posted more than once by the Merchant or the Merchant erroneously
processes the transaction resulting in duplicate processing or the incorrect amount
being charged to the ding! account;
6.1.2 the Customer cannot reconcile the Transaction on the bill statement with the
payment made to the Merchant or the Transaction was unauthorized or fraudulent;
6.1.3 the transaction is for any reason unlawful or unenforceable;
6.1.4 the price charged to the ding! account was in excess of the price at which the
goods or services supplied were supplied by the Merchant for cash;
6.1.5 the Merchant charges the Customer for a recurring transaction which the
Customer previously cancelled;
6.1.6 Progresif is of the opinion that there are suspicious circumstances surrounding
the transaction.
6.1.7 Any other circumstances or events which Progresif may from time to time notify
the Merchant in writing as a chargeback event for the purposes of this Clause.
6.2 Progresif may set off any payment obligation that Progresif may have to the
Merchant against any payment obligation that the Merchant may have to Progresif for
any amounts overpaid to the Merchant due to a reversal, refund, chargeback or other
adjustment.
6.3 Notwithstanding the above, where the Customer made payment via ding! and
thereafter requests for a refund and if the Merchant agrees to such refund on the same
day when the relevant Transaction took place, the Merchant shall take the necessary
steps to void/cancel the Transaction through the relevant feature available on the
Merchant app and make sure that such cancellation is relayed to Progresif on the same
day. The Merchant shall then be responsible for the refund to such Customer. Progresif
shall not be responsible for any abuse or misuse of the “void/cancel” function made
available on the Merchant app. The Merchant shall keep Progresif fully indemnified from
all liability, losses, damages, cost and expense incurred by Progresif arising out of or in
connection with the misuse of the same.
6.4 The Merchant acknowledges and agrees that any MDR charged at the time of the
transaction are non-refundable under any circumstances, including but not limited to
instances of chargebacks and/or refunds in accordance with this Clause 6. In the event
of a chargeback or refund, the Merchant shall not be entitled to a refund of the MDR
originally deducted from the transaction amount.
7. WITHHOLDING
7.1 If Progresif reasonably believes that any of the circumstances listed in Clause 6
exists or are likely to exist with respect to any transactions which Progresif has
accepted, Progresif may withhold payments due to the Merchant under this Agreement
and retain the funds pursuant to the Chargeback procedure or for the period of time the
Customer must dispute the transaction has expired or Progresif determines to their
exclusive satisfaction that a Chargeback on the transaction will not occur.
7.2 Upon termination of this Agreement, Progresif may withhold payment to the
Merchant for such period of time reasonably determined by Progresif as necessary to
establish a reserve to cover any Chargebacks, or other fees, including but not limited to,
costs for accounting, investigation and account management that may result from
transactions previously processed and appearing after the termination date.
8. CHARGEBACK REQUEST AND LOSS OF RIGHTS TO RE-PRESENT
8.1 Upon receiving and reviewing a request from Customer for a chargeback,
Progresif will send to the Merchant a Chargeback request before effecting a
Chargeback.
8.2 The Merchant has seven (7) days to respond to the Chargeback request either
accepting or contesting the Chargeback.
8.3 Where the Merchant contests the chargeback, the Merchant shall provide details
regarding the dispute and the reasons thereof; and furnish Progresif with relevant proof
in support of its dispute.
8.4 Progresif may, upon evaluating the transaction information supplied by the
Merchant, effect a Chargeback if Progresif determines it has sufficient information to
rule the dispute in favour of the Customer. In this event, the Merchant is liable for the
Chargeback.
8.5 If the Merchant fails to respond within the seven (7) days stipulated in Clause
8.2, the Merchant will then lose the right to represent the disputed transaction and
Progresif shall have the right to effect a Chargeback.
8.6 The Merchant discharges and releases Progresif from any loss that the Merchant
may sustain as a result of loss of such rights and agrees to indemnify Progresif for any
damages, claims, expenses, liabilities and losses, including legal fees and costs that
Progresif may sustain as a result.
9. DISPUTES WITH CUSTOMER
All disputes between Merchant and any Customer relating to any purchases of goods
and services shall be settled between the Merchant and such Customer. The Merchant
shall in accordance with Clause 10 indemnify Progresif from any claim or suit brought
by the Customer relating to any transaction with the Merchant.
10. INDEMNIFICATION
The Merchant shall indemnify, defend and hold harmless Progresif against and with
respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including interest, penalties and legal fees that
Progresif shall incur or suffer, that arise, result from, or relate to any breach of, or failure
by the Merchant to perform any of its representations, warranties, covenants or
agreements in this Agreement or in the event Progresif is named as a party to any
litigation involving the Merchant brought by a party not party to this Agreement.
11. LIMITATION OF LIABILITY
11.1 Under no circumstances, including, but not limited to, negligence, will either
Party be liable for any loss of earnings, profit, reputation, data, business, or cost of
procurement of substitute goods or services, or any special, indirect, incidental,
consequential, punitive or exemplary damages, or indirect loss, arising from or related
to the Agreement, breach thereof, the (in)actions of either Party, or any other
interactions with each other, even if the Party has been advised of the possibility of such
damages.
11.2 Progresif shall not be liable to the Merchant in contract, tort, or otherwise
however arising out of or in connection with the Agreement for all events, or series of
connected events, occurring during this Agreement save and except for the payment for
Transactions which is due and payable to the Merchant by Progresif in accordance with
this Agreement.
12. FORCE MAJEURE
12.1 Neither Party shall be held responsible or liable for any losses arising out of any
delay, interruption or any failure on the part of either Party pursuant to the terms of this
Agreement as a result of a Force Majeure Event.
12.2 The Party claiming Force Majeure shall promptly notify the other in writing of the
reasons for the delay or stoppage (and the likely duration) and shall take all reasonable
steps to overcome the delay or stoppage.
12.3 If the Party claiming Force Majeure has complied with Clause 10.2 (Force
Majeure), its performance under this Agreement shall be suspended for the period that
Force Majeure continues, and the Party shall have an extension of time for performance
which is reasonable and in any event equal to the period of delay or stoppage.
12.4 Any costs arising from the delay or stoppage shall be borne by the Party incurring
those costs;
12.5 Either Party may, if the delay or stoppage continues for more than thirty (30)
consecutive days, terminate this Agreement with immediate effect on giving written
notice to the other and neither Party shall be liable to the other for such termination.
13. TERM AND TERMINATION
13.1 The Agreement remains effective until terminated. Either Party may at any time,
without cause, terminate the Agreement giving thirty (30) days prior written notice
thereof. Either Party may terminate the Agreement with immediate effect, if the other
Party is in breach of the Agreement and has not cured the breach within thirty (30)
days as of notice of the breach.
13.2 When the Agreement is terminated, all of the legal rights, obligations and
liabilities which have accrued over time while the Agreement was in force or which are
expressed or intended to continue indefinitely shall be unaffected by the termination.
All licenses granted under the Agreement are terminated when the Agreement is
terminated.
14. SUSPENSION
Progresif reserves the right to suspend the Services, withhold payments and reverse
previous payments to the Merchant upon the occurrence of any suspected breach of
Agreement by the Merchant or suspected fraud or violation regarding a Customer’s
transactions for the duration of Progresif’s investigation of the suspected breach, fraud
or violation.
15.REPORTS FROM MERCHANTS
The Merchant shall, within seven (7) days upon the request of Progresif, submit reports
to Progresif in respect of any unusual activities or transactions made through the
Merchant’s store using the Service. Failure by the Merchant to comply with such request
within the time period shall give Progresif a right to immediately terminate this
Agreement without any liability.
16. CONFIDENTIALITY
16.1 The Parties shall, at all times during and after termination of the Agreement,
keep all information relating to the business or financial affairs of the other party, the
Customer’s personal information or any other information or data disclosed to or
otherwise obtained by it pursuant to the Agreement, confidential and secret, and shall
not directly or indirectly disclose such information to any third party other than its
employees or agents or contractors having a need to know basis and at all times ensure
that any such person complies with this obligation of confidentiality provided that this
obligation shall not extend to information:
 16.1.1 which is or comes into the public domain other than by breach of this
Agreement;
 16.1.2 the disclosure of which is required by law;
 16.1.3 which comes into one party’s possession prior to the other’s disclosure or
is acquired lawfully and in good faith from an independent third party.
16.2 No public announcement, press release, communication or circular (other than
to the extent required by law or regulation) concerning this Agreement will be made or
sent by the Merchant without the prior express consent of Progresif.
17. Intellectual Property Rights (IPR)
17.1 The Merchant acknowledges that the copyright, designs, trademarks and other
IPR comprised in the information, text, graphics, scripts, software, technology, music,
sound, photograph, logos, widgets, documents and/or any materials provided by
Progresif (“Progresif’s IPR”) are the sole and exclusive property of Progresif and/or its
licensors.
17.2 The Merchant may utilize Progresif’s IPR strictly in accordance with the
instruction and guidelines of Progresif issued or communicated by Progresif from time
to time and solely for the activities contemplated in this Agreement only.
17.3 The Merchant further agrees and undertakes that save as expressly permitted in
this Agreement it shall not without Progresif’s written consent:
 17.3.1 reproduce, copy, reverse compile, adapt, modify, distribute, commercially
exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store
in an information retrieval system any part of Progresif’s IPR; and
 17.3.2 create or use derivative works from Progresif’s IPR.
18. DATA PROTECTION
The Merchant shall always endeavour to keep all data related to the Transactions under
this Agreement secure and will follow industry practice and any guidelines issued by
any regulatory authority from time to time. Apart to fulfil its audit obligations, the
Merchant acknowledges and agrees not to store the ding! wallet credentials of the
Customer in any form including without limitation by creating logs.
19.RELEASE OF INFORMATION
Unless required by law, or by the terms of this Agreement, the Merchant shall not, under
any circumstances, sell, purchase, provide or otherwise disclose any Customer’s
account information or other personal information to anyone. The Merchant shall store
all data securely in accordance with Progresif’s requirements.
20. NOTICES
Any notice, demand or other communication given or made by one Party to the other
pursuant to this Agreement shall be in writing and delivered by hand or sent by
registered post or email to the address as specified below :-
 To Progresif:
Progresif Sdn Bhd
Unit 1-5, Block A & B, Spg 137-65,
Kg Kiarong, Jln Pasar Baharu Gadong,
Bandar Seri Begawan BE 1318,
Brunei Darussalam.
Email: merchant.team@progresif.com
 To the Merchant:
As stated in on the Merchant registration form or otherwise provided to Progresif
by the Merchant.
21.WAIVER
No delay or failure by either Party to exercise any of its powers, rights or remedies under
this Agreement shall operate as a waiver of them not shall any single or partial exercise
of any such powers, rights or remedies preclude any other or further exercise of them.
Any waiver, to be effective, shall be in writing. Without limiting the foregoing, no waiver
by any Party of any breach of any provision hereof shall be deemed to be a waiver of any
subsequent breach of that or any other provision hereof the remedies provided under
this Agreement are cumulative and not exclusive of any remedies provided by law.
22. SEVERABILITY
If any terms or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the remaining terms and provisions of this Agreement shall remain in
force and effect, and such invalid illegal or unenforceable terms or provisions shall be
deemed not to be part of this Agreement.
23. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes
any previous agreements, arrangements or understandings (whether written or oral)
between them relating to the subject matter hereof.
24.AMENDMENT AND VARIATION
No amendment or variation to this Agreement shall be effective unless in writing and
signed by the Parties or their duly authorized representatives.
25.ASSIGNMENT
Neither Party shall, without the written consent of the other Party, assign or transfer this
Agreement or the benefits or obligations or any part thereof to any other person
including any right to assign, either absolutely or by way of charge, any monies due or to become due to him, or which may become payable to him under this Agreement. Both Parties shall be responsible for the acts, defaults, neglects or omissions of any
assignee, their agents, servants or workmen as fully as if they were the acts, defaults,
neglects or omissions of the respective Party, its agent, servants or workmen.
26. STATUS OF PARTIES
 This Agreement does not create or deem to create any relationship of
partnership, joint venture, employer/employee or joint responsibility between the
Parties hereto.
27. GOVERNING LAW AND JURISDICTION
 This Agreement shall be governed by and construed in accordance with the laws
of Brunei Darussalam. This Agreement shall be governed and construed in accordance
with the laws of Brunei Darussalam and both Parties shall submit to the exclusive
jurisdiction of the Courts of Brunei Darussalam.

Last Updated: 5th June 2024