Personal Business Community

Specific Terms and Conditions for Merchant Partners

1. Introduction

1.1. This Merchant Terms & Conditions (“Merchant Terms”) governs the use of Merchant services (the “Merchant Services” as defined hereunder) for you to sell on DST Shop (“Shop”). It is important for you to read and understand all these Merchant Terms carefully and thoroughly because these Merchant Terms stipulate your responsibilities, obligations, rights, and other detailed flow of operations of your use of the Merchant Services.

1.2. By using the Merchant Services hereof, you agree that you have fully and clearly read and understood all terms and conditions of these Merchant Terms that are applicable to you, and all together shall constitute a legally binding agreement between you and DST. For the avoidance of doubt, upon signing to Merchant Registration Form, you have expressly agreed to all terms and conditions of these Merchant Terms. If you do not agree to these Merchant Terms, please do not sign the Merchant Registration Form, or continue using the Merchant Services hereof.

1.3. DST may amend and/or supplement these Merchant Terms (including the Fees) at any time at our sole discretion. Such amendment and/or supplementation shall become effective within seven (7) days from our notice to you or once they are posted on our website, the Application, or any other online site which you are able to access. It is your responsibility to review these Merchant Terms regularly. Your continuation of using the Merchant Services after any such amendment and/or supplementation, whether or not reviewed by you, shall constitute your agreement to be bound by such amendment and/or supplementation.

1.4. “DST”, “we”, “us”, “our”, or “ours” hereof refer to DST. “Merchant”, “you”, “your”, or “yours” hereof refer to Merchant.

2.1. In this Merchant Terms & Conditions, the following expressions shall have the following meanings (unless contextually stated otherwise):

“DST” means Datastream Digital Sdn Bhd.

“DST Platform” means the system or platform digitally developed and provided for by DST to the Merchant for the purpose of providing access, hosting including payment gateway to the Merchant to facilitate and promote acquisitions of the Merchant goods and/or services.

“DST Platform Services” means the DST platform that provides access, hosting including payment gateway to the Merchants.

“Fees” means the applicable Merchant Discount Rate, Platform Fees, Monthly Charges and/or Transaction Charges as prescribed by DST.

“Goods” means tangible products or items that are available for purchase by Users that the Merchant allows Users to purchase on the Shop via MyDST.

“Intellectual Property Rights” means all rights in relation to patents, copyright, designs, trademarks, trade secrets, know-how, semiconductor or circuit layout rights, business or company names, confidential information and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967, including any right to register those rights, whether created before, on or after the date of this Merchant Terms, existing in any country and in all cases for the duration of those rights.

“Merchant” means you as an independent third-party service provider who uses the Merchant Services hereof to offer your product/services to User via MyDST.

“Merchant Portal” means the web portal maintained by DST for the purpose of tracking online transactions made by MyDST Users and transactions made by DST into the Merchant’s wallet.

“Merchant Discount Rate” means the discounted rate chargeable and deducted by the DST to the Merchant from the value of the MyDST Transaction for the utilisation of MyDST including but not limited to use of other platforms provided by DST, as the case may be.

“Merchant Registration Form” means [add]

“Merchant Services” means the services offered by DST for the purpose of allowing registered Merchants to receive direct transactions from MyDST Users on MyDST to pay for goods, services and utilities supplied by the Merchant to the Merchant’s customer, through the use of MyDST.

“MyDST” means the DST mobile application available for DST customers or subscribers all-one-access to DST products and/or services where available including cashless mode of payment by MyDST Users.

“MyDST Transactions” means transactions made via MyDST between MyDST User and DST.

“MyDST User” means an individual who has signed up for MyDST for the purpose of allowing cashless payment via MyDST.

“Order” means when a User places an order for Goods from our Merchants.

“Shop” means the digital mobile wallet application that is available in MyDST.

“User” means the end-user, persons who accesses or uses the Shop to search and order (food and beverage, groceries and/or other products and services) which are made available to the User(s) on MyDST;

3.1. These Merchant Terms will commence on the date set out in Attachment 2 of this Merchant Terms and shall continue to be in force unless terminated in accordance with the terms of this Merchant Terms.

3.2. As from the commencement date, DST shall make available to the Merchant and the Merchant is licensed to apply, utilise and update MyDST and its derivative and associated applications.

4.1. During the term of this Merchant Terms, the Merchant hereby represents, warrants, and undertakes that it will:

4.1.1. not directly or indirectly, solicit, initiate, engage or participate in any discussions, negotiations, collaborations, agreements or contracts, partnership of a similar nature to provide the Merchant Services or DST Platform Services with any third party without the prior written consent of DST;
4.1.2. Inform its customers of the Merchant Services available to its customers;
4.1.3. Be responsible for the preparation, condition and quality of Goods. Merchants are responsible for delivery of the Goods and/or Orders to Users. DST shall not be liable for any loss or damage arising from User’s contractual relationship with the Merchant.
4.1.4. Represents and warranties that all Goods price appeared on Shop is in compliance with regulations on price controls and any related laws, and information, in connection with Merchant, Merchant’s branch, and/or Goods, advertised on Shop are accurate and in compliance with the relevant laws and regulations in every respect, and does not infringe any Intellectual Property Rights of any third party. In the event that information on Shop is incorrect or outdated, such as the Goods price and the actual selling price that Merchant collects from Users ordering via MyDST being inconsistent, Merchant shall be solely responsible to Users, government authorities, and/or any third parties.
4.1.5. Co-operate and comply with DST’s reasonable instructions in all matters relating to the services under this Merchant Terms;
4.1.6. Faithfully observe and be bound by the terms and conditions of this Merchant Terms, the applicable terms and conditions governing the use of MyDST, the Merchant Services, DST Platform Services and any other associated platform which may be provided to the Merchant by DST from time to time to provide the services under this Merchant Terms, according to their true intents and purposes;
4.1.7. Be solely and fully responsible for compliance with the relevant terms, laws, rules, regulations, codes and practices relating to the use of MyDST, Digital Wallet, the Merchant Services, Merchant Portal and relating to advertising of or on MyDST or the Merchant Services and to adhere strictly to all applicable regulatory guidelines for the same or otherwise;
4.1.8. Be solely and fully responsible for procuring all necessary licences, consents, permits, approvals from the relevant governmental and/or regulatory authorities which are required for the Merchant to provide its services to DST;
4.1.9. As and when requested by DST, the Merchant shall furnish promptly on demand any information and/or compliance requirements in writing to DST in all material aspects together with such documents and evidence and such information and/or data provided are accurate and not misleading as at the date it was provided or as at the date (if any) at which it is stated, marked or labelled; and
4.1.10. A breach of any terms and conditions under this Merchant Terms may result in suspension and/or termination of the Merchant Services and/or DST Platform Services and DST shall have the right to legal actions or claim to the Merchant.

5.1. MyDST and MyDST Merchant Portal

5.1.1. DST shall offer the Merchant Services, Merchant Portal and/or the DST Platform Services for the benefit of the Merchant and to effect such payment for goods, services and utilities supplied by the Merchant to the Merchant’s customers, through the use of MyDST via the internet and/or DST’s platform.
5.1.2. The Merchant Portal shall be provided to the Merchant to enable the Merchant to track online transactions and the Merchant hereby understands and agrees that the Merchant Portal provided by DST shall not be accessed, used or misused for any unlawful purpose.
5.1.3. DST reserves the right to terminate, suspend and/or restrict your access to or use of the Merchant Portal and/or DST Platform Services at any time if, in DST’s opinion, your access to or use of the Merchant Portal and/or DST Platform Services violate any laws, regulations, or rulings, which infringe upon any applicable rights, or violate any agreement between DST and the Merchant.
5.1.4. DST, may from time to time in its sole and absolute discretion, make changes to MyDST and the related services to comply with any needs in terms of marketing or statutory requirements (whether having the force of law or not). Any changes made shall form part of this Merchant Terms and is deemed accepted by the Merchant upon notification to the Merchant.
5.1.5. Any update and improvement on MyDST made by DST does not provide the Merchant with ANY right to claim proprietary interests or rights in the updated version of the application or otherwise.
5.1.6. The Merchant agrees that MyDST and any derivative application including the Merchant Portal shall only be used for its lawful business activity only and shall not be used for any other activity.
5.1.7. DST makes no warranty or representation as to the appropriateness or suitability of MyDST for the Merchant’s business.

5.2. DST Platform Services

5.2.1. DST shall provide DST Platform Services to the Merchant, where applicable subject to the respective fees prescribed by DST set out in Attachment 2 of this Merchant Terms.

5.3. Technical Support

5.3.1. The Merchant may contact DST for support services at DST’s designated call centre.
5.3.2. On-site support services may only be provided as deemed necessary by DST.

5.4. Processing Transactions

5.4.1. DST shall only be responsible for processing MyDST Transactions that have been transmitted through MyDST in a timely manner and proper format. DST shall not be responsible for any improper or untimely use of MyDST or the Merchant Portal.

5.5. Settlement and Finality

5.5.1. All MyDST Transactions will be settled according to the payment and settlement process. The Merchant shall verify with DST for the amount of funds transferred into their nominated account. Any discrepancy shall be notified to DST as soon as possible and within thirty (30) days from the date of the transaction failing which such transaction is deemed accepted by the Merchant.

6.1. The Merchant shall pay DST the applicable Fees stated in Attachment 2 of this Merchant Terms, which shall be deducted by DST from the payments received for the MyDST Transactions. The Fees may be revised from time to time upon DST giving thirty (30) days prior written notice to the Merchant and subject to mutual agreement.

7.1. The Merchant will display any advertising or promotional messages and/or publications provided by DST for the purpose of informing MyDST Users of payment of the Merchant’s products or services via MyDST.

7.2. The Merchant grants DST the right to use the Merchant’s company name, logo, brands, goodwill and trademarks in marketing, and other communication to promote the use of the Merchant Services. DST shall not use the Merchant’s name, logo, trademarks without its prior written permission and consent and DST shall only use such logo and trademark provided by the Merchant.

8.1. Each Party warrants that it is the legal licensee of all Intellectual Property used under this Merchant Terms, free from any infringement or violation of third-party ownership of intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property.

9.1. Subject always to Sub-Clauses 9.2, 9.3 and 9.4, the liability of DST to the Merchant for any and all Claims or other consequences or any damages, losses, costs or expenses arising out of, resulting from, or related to use of MyDST, the Merchant Services, DST Platform Services or Merchant Portal, including without limitation, liabilities arising out of DST’s negligence, mistakes and omissions, interruptions, delays, errors or other defects in the use of MyDST, the Merchant Services, DST Platform Services or Merchant Portal or failure to provide the use of MyDST, the Merchant Services or Merchant Portal whether caused by acts of commission or omission, shall, in any event, be up to the amount of the single recent payment due from the DST to the Merchant.
9.2. DST shall not be liable to the Merchant or its agents or any other party for any Claims or other consequences or damages, losses, costs or expenses suffered as a result of:

9.2.1. an event of force majeure;
9.2.2. any act, neglect, negligence or default of DST, its agents, affiliates, officers or employees;
9.2.3. Interruptions for testing or maintenance of any equipment used in the provision of the use of MyDST, the Merchant Services or Merchant Portal;
9.2.4. Non-performance, malfunction or failure of any equipment including but not limited to the facilities of MyDST, the Merchant Services, DST Platform Services or Merchant Portal or any other equipment or services or facilities utilised in the use of MyDST, the Merchant Services, DST Platform Services or Merchant Portal;
9.2.5. Any failure, disruption or cut in power supply to the facilities of MyDST, the Merchant Services or MyDST Merchant Platform or to any other equipment or platform utilised by the Merchant or the MyDST User in the use of MyDST, the Merchant Services or Merchant Portal;
9.2.5. Compliance or non-compliance by the Merchant with order of any court, agency, legislature or other governmental authority with respect to the use of MyDST, the Merchant Services or Merchant Portal or any part thereof.

9.3. In relation to the allowing the use of the use of MyDST, the Merchant Services or Merchant Portal, DST shall not be liable to the Merchant or its agents or any other party for any damage losses, costs or expenses suffered as a result of:

9.3.1. any errors in the use of MyDST, the Merchant Services or Merchant Portal intended to be carried or transmitted by, to or for the benefit of the Merchant; or
9.3.2. any failure, disruption or interruption of the delivery or reception of the MyDST, the Merchant Services or Merchant Portal;
9.3.3. the loss of any content, data, programmes or information intended to be carried or transmitted by, to or for the benefit of the Merchant; or

9.4. Notwithstanding any contrary provision of this Merchant Terms, DST shall not be liable to the Merchant or any other party for any amounts representing their respective loss of profits, loss of business, or direct or indirect special, exemplary, consequential, or punitive damages, arising from DST’s performance or non-performance of this Merchant Terms, or any acts or omissions associated therewith or related to the use of any MyDST, the Merchant Services or MyDST Merchant Platform provided hereunder, whether the basis of the liability is breach of contract, tort (including negligence and strict liability), statutes, or any other legal theory or principle.

9.5. Any and all express and implied warranties relating to the use of MyDST, the Merchant Services or Merchant Portal provided under this Merchant Terms, including without limitation, warranties of merchantability or fitness for a specific purpose or use, are expressly disclaimed.

9.6. The Merchant acknowledges and agrees that the use of MyDST, the Merchant Services or MyDST Merchant Platform are subject to inherent risks and uncertainties and that DST makes no assurances that:

9.6.1. the use of MyDST, the Merchant Services or MyDST Merchant Platform will be 100% free from malfunction, glitches, errors, interception, interruption, delays, unauthorised intrusions or access, tampering, virus attacks and/or any other failure or problem whatsoever; and
9.6.2. the equipment and facilities used in and for the use of MyDST, the Merchant Services or MyDST Merchant Platform will be 100% free from malfunction, glitches, errors, interception, interruption, delays, unauthorised intrusions or access, tampering, virus attacks and/or any other failure or problem whatsoever.

10.1. The Merchant shall indemnify and hold harmless DST, its directors, officers, employees, agents, affiliates and assignees of them, from and against any losses or liabilities, including without limitations:

10.1.1. any and all claims, demands, costs, expenses, losses, liabilities or damages (including but not limited to, legal fees, costs of investigation and cost of suit), of whatever kind or character, on account of any actual or alleged loss, injury or damage to any person, firm or corporation or to any property (collectively “Claims”), arising from or in connection with DST’s allowing the use of MyDST, the Merchant Services or Merchant Portal;
10.1.2. any Claims for libel, slander, invasion of privacy, or infringement of Intellectual Property Rights, copyright, trademark, patent or other contractual or proprietary right, or any other tortious injury arising from the provision of MyDST, the Merchant Services or Merchant Portal;
10.1.3. any Claims by a third party relating to the failure or interruption of, or defect in, the reception of MyDST content or sub-application under this Merchant Terms, the Merchant Services or Merchant Portal;
10.1.4. any Claims for breach of security of MyDST, the Merchant Services or Merchant Portal content or data protection;
10.1.5. any Claims or dispute between the Merchant and/or any of MyDST Users relating to the the Merchant Services;
10.1.6. any Claims or disputes between the Merchant and any third party in relation to the reception of MyDST, MyDST Merchant Service or Merchant Portal;
10.1.7. any Claims arising from the breach of the Merchant of any obligations under this Merchant Terms;
10.1.8. any Claims or disputes arising from any representation that the Merchant makes to any third party or MyDST user with respect to the Merchant Services or MyDST content;
10.1.9. any Claims, fine, penalty or consequences arising from the breach of any laws or regulations, including but not limited to censorship and advertising regulations, where applicable, as well as breach on the part of the Merchant of any warranties, covenants, obligations and undertaking given by the Merchant to any relevant government or quasi-government authority relating to the provision of MyDST content, the Merchant Services or by reason of DST acting on behalf of the Merchant, at the request and on the instructions of the Merchant, in any correspondence or communications whatsoever with such authorities; and the provisions of this Clause shall survive the termination of this Merchant Terms.

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

11.1.1. Which is or comes into the public domain other than by breach of this Merchant Terms;
11.1.2. The disclosure of which is required by law;
11.1.3. 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.
11.1.4. No public announcement, press release, communication or circular (other than to the extent required by law or regulation) concerning this Merchant Terms will be made or shared by the Merchant without the prior expressed consent of the DST.

12.1. Unless otherwise terminated according to the other conditions of this Merchant Terms, either Party may terminate this Merchant Terms by giving sixty (60) days written notice to the other Party.

12.2. At any time, we may, upon giving written notice to you, immediately terminate your use of the Merchant Services hereof as stated in the Merchant Terms or temporarily suspend the Services, if:

12.2.1. We suspect that there is any unlawful, illegal, and/or fraudulent act committed by you and/or your employees or agents;
12.2.2. There is a disputed Amount where you are expected to return or pay back the amounts to us;
12.2.3. You repeatedly receive bad reviews from Users or complaints of failure to fulfil orders;
12.2.4. You are in violation of any food safety or other regulations relating to Restaurants/ Stores and/or food and/or beverage; or
12.2.5. In our reasonable opinion, you are in breach of any terms of these Merchant Terms or may be negatively affecting DST’s business. For the avoidance of doubt, any suspension of the Merchant Services hereof shall not result in termination of the Merchant Terms, the provision of which shall remain applicable.
12.2.5. In our reasonable opinion, you are in breach of any terms of these Merchant Terms or may be negatively affecting DST’s business. For the avoidance of doubt, any suspension of the Merchant Services hereof shall not result in termination of the Merchant Terms, the provision of which shall remain applicable.

12.3. At any time, either Party may, upon giving written notice to the other Party, immediately terminate the use of the Merchant Services hereof as stated in the Merchant Terms, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such
12.4. The termination of the use of the Merchant Services hereof as stated in the Merchant Terms shall not relieve or limit each of the Parties from its obligations, responsibilities, and liabilities accruing prior to such termination. other Party performing its obligations hereof and in the Merchant Terms.

13.1. The Merchant shall be entirely liable and responsible for all taxes (including withholding tax, if applicable), duties (including stamp duties), levies and/or fines imposed or payable for or in respect of this Merchant Terms or in connection with any transaction(s) forming the subject matter of this Merchant Terms.

14.1. The DST shall be entitled to terminate this Merchant Terms and recover from the Merchant the amount of any loss directly attributable and resulting from such termination, if the Merchant shall have offered or given or agreed to give to any person, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do of having done or forborne to do, any action in relation to the obtaining or execution of this Merchant Terms with the DST, or for showing or forbearing to show favour or disfavour to any person in relation to this Merchant Terms or any other agreement with the DST or the like acts shall have been done by any person employed by the Merchant or acting on its behalf (with or without the knowledge of the Merchant) or if, in relation to this Merchant Terms or any other contract with the DST, the Merchant or any person employed by the Merchant or acting on behalf shall have committed or abetted to commit an offence under the Prevention of Corruption Act (Cap. 131) or sections 161 to 165 or 213 to 215 of the Penal Code (Cap. 22).

15.1. Force Majeure means all events beyond the control of the Party claiming Force Majeure which cannot be foreseen or if foreseeable, are unavoidable, which occur after the execution of this Merchant Terms, which prevent or hinder the performance of the Parties’ obligations under this Merchant Terms (or any of them), including but not limited to:

15.1.1. acts of God;
15.1.2. War, hostilities, riots, insurrection or civil commotion, malicious damage, blockades, embargoes, strikes, lockouts and industrial disputes affecting such performance; and
15.1.3.Flood, fire, rainstorms and other natural physical disasters, plague or other epidemics or pandemics.
15.1.4. If Force Majeure prevents or hinders performance by the Parties of their obligations under this Merchant Terms (or any of them), the Party so affected shall:

15.1.4.1.1 Not be held liable for delay or failure in performing such obligations for so long as Force Majeure continues to affect/prevent performance;
15.1.4.1.2 forthwith notify the other Party (giving full details thereof) and within fourteen (14) Business Days from the date of such notice, the Parties shall meet to determine by agreement the consequences. If no agreement is reached within a further period of forty-five (45) Business Days and if the circumstances of Force Majeure continue, either Party shall have the right to terminate this Merchant Terms by giving written notice to the effect to the other without liability to pay any compensation or damages.

15.1.5. A statement in writing by a competent, authoritative, independent body confirming the veracity of a Force Majeure event claimed by either Party shall be accepted as conclusive evidence thereof.

15.1.4.1.1 Not be held liable for delay or failure in performing such obligations for so long as Force Majeure continues to affect/prevent performance;
15.1.4.1.2 forthwith notify the other Party (giving full details thereof) and within fourteen (14) Business Days from the date of such notice, the Parties shall meet to determine by agreement the consequences. If no agreement is reached within a further period of forty-five (45) Business Days and if the circumstances of Force Majeure continue, either Party shall have the right to terminate this Merchant Terms by giving written notice to the effect to the other without liability to pay any compensation or damages.

15.1.5. A statement in writing by a competent, authoritative, independent body confirming the veracity of a Force Majeure event claimed by either Party shall be accepted as conclusive evidence thereof.

16.1. All notices, requests, demands and communication required under this Merchant Terms will be in writing and delivered personally, by registered mail or by electronic mail addressed to the recipient as follows:

Notices to DST shall be sent to:
Datastream Digital Sdn Bhd
DST Headquarters
Jalan Tungku Link BE3619
Brunei Darussalam

Attention to:
Email:
Phone:

16.2. Communication to the Merchant shall be addressed to the details stated in Attachment 2 of this Merchant Terms.

16.3. Each notice, demand, request or communication shall be deemed received:

16.3.1. in the case of personal delivery and/or courier, at the time of acknowledgement of receipt by the Party to whom it is addressed, or at such other time, if any, as delivery is refused by the addressee upon presentation;
16.3.2. in the case of prepaid registered mail, seven (7) days after the date of posting; or
16.3.3. in the case of electronic mail addressed, at the uniform time the email enters the information processing system that the recipient has designated or uses for the purpose of receiving email.

17.1. The terms and conditions in this may be varied or supplemented from time to time at the discretion of DST through written notices and information of the new terms and conditions to the Merchant. In the event the Merchant disagrees with the amended terms and conditions, the Merchant must notify DST within fourteen (14) days of the notification of the new terms and conditions. In the event that the Merchant did not inform DST of its disagreement to the amended terms and conditions, the Merchant is deemed to have accepted the amended terms and conditions which will apply to the Merchant with effect from the 15th day of notification.

18.1. DST is authorised to provide or disclose information, documentation, record or data regarding the Merchant or the MyDST User received by DST pursuant to this Merchant Terms to:

18.1.1. Any digital certificate authority or regulatory authority; or
18.1.2. Any corporation or person who, from time to time, is providing or facilitating electronic, computer or telecommunication services with respect to or in connection with DST’s Payment Gateway System.

18.2. DST will be under no obligation to refrain from delivering the Merchant’s or MyDST User’s data, documentation or records to the Ministry of Finance or any authority having jurisdiction over DST, to a duly authorised government representative, officer or agency or to any card issuing bank (where applicable) or from providing such persons with access to such data, documentation or records.

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

20.1. The Merchant shall not assign, transfer, novate all or any part of this Merchant Terms or delegate any of its rights or obligations under this Merchant Terms to any third party without the prior written consent of DST.

21.1. This Merchant Terms shall be governed by and construed in accordance with the laws of Brunei Darussalam and the Parties and the courts of Brunei Darussalam shall have sole and exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute which may arise out of or in connection with this Merchant Terms.