Terms and Conditions

SCHEDULE B – TERMS AND CONDITIONS

This page outlines the Terms & Conditions for the Services which the Merchant is subscribing to with Evolution Payments Group Company Limited (EVP).

Evolution Payments Group Company Limited, having principal place of business at 1687/1, Phahon 19 Building, Unit 2031, 2 Floor, Phahonyothin Road, Chatuchak, Chatuchak Bangkok 10900, Thailand, and registration identification number 0105563091553. EVP has obtained licenses from the Ministry of Finance of the Kingdom of Thailand for Payments Facilitation (บ(3.2) 001/2567) and Payments on Behalf (บ(3.3) 001/2567).

EVP would like to ensure optimal collaboration with the Merchant, ensuring safety, security and reliability and therefore both parties agree to acknowledge and agree to the below. The Terms and Conditions are governed by the laws of the Kingdom of Thailand. The English language version of the Terms and Conditions shall prevail in case of any inconsistencies with translated versions.

SECTION OVERVIEW

1. 1. 1. DEFINITIONS
      2. SERVICES
      3. SYSTEMS
      4. SETTLEMENT, FEES AND TAXES
      5. REFUNDS, CHARGEBACKS AND DISPUTES
      6. DATA, INTELLECTUAL PROPERTIES, AND COMPLIANCE
      7. CHANGES AND TERMINATION

1. DEFINITIONS

The following terms have the definitions as ascribed below:

Merchant refers to persons, juristic persons, or organizations using or may have the intention to use EVP’s Services.

Consumer refers to the Merchant’s customer, a buyer who purchases products or services from the Merchant.

Commercial Terms refers to Schedule A of the Subscription Form, containing pricing, settlement dates, and other commercial agreements between EVP and the Merchant.

Subscription Form refers to the form completed and signed by the Merchant, detailing information about the Merchant, services required, contact persons, etc.

Contact Person(s) refers to the person(s) designated by the Merchant to be the primary point(s) of contact for EVP.

Payment Option(s) collectively refers to methods of payments which may be provided as part of EVP’s Services, including but not limited to PromptPay, e-wallets, credit cards, debit cards, installment payment plans,  Buy-Now-Pay-Later

Business Days refers to Mondays to Fridays, with the exception of Thailand’s Public Holidays.

Card Network refers to the party offering and/or regulating debit cards, credit cards, and prepaid cards.

Third Party refers to persons affiliated with EVP or the Merchant, such as but not limited to: accounting firms, regulators, consultants, or business partners.

Account Manager refers to EVP’s staff designated to support and coordinate with the Merchant’s Contact Person

Refunds occur when the merchant requests to fully or partially reverse a transaction. The funds are reimbursed to the Consumer by EVP.

Chargebacks occur when a transaction is reversed at the request of the Consumer or the card issuer. This results in the cancellation of a transaction for which the Merchant has already received payment or was scheduled to receive payment, requiring the Merchant to refund the transaction amount to the Consumer.

Disputes occur when the Merchant and the Consumer disagrees over the sales of goods and/ or services

2. SERVICES

The following may be included in the Services which EVP provides to the Merchant:

2.1 Payments Acceptance

EVP enables the Merchant to accept payments according to the Payment Options which the Merchant has selected in the Subscription Form. The Merchant agrees to accept payments from the Consumer at Merchant’s point of sale located in Thailand. EVP processes these payments in accordance with the rules and regulations imposed by the law, the regulator(s) and relevant Third Parties.

2.2 Settlement

EVP transfers the processed funds to the Merchant based on the agreed processing time and frequency, minus applicable Fees and taxes.

2.3 Reporting

EVP will provide the Merchant with transaction and settlement reports to the Merchant’s designated email(s) provided in the Subscription Form. Updates or changes to these email(s) need to be provided to EVP in writing by the Merchant’s authorized person.

2.4 Maintenance and Support

EVP provides support services to ensure the proper functioning of the Services provided. The Merchant can contact EVP by phone, email and various other digital channels. The Merchant agrees to cooperate with EVP in maintaining the equipment, including allowing access to the Merchant’s location when required with reasonable notice provided.

2.5 Value Added Services

EVP may offer additional features or services beyond Payment Acceptance. The Merchant may opt in or out for these features or services at their convenience.

3. SYSTEMS

EVP provides the Merchant with access to and/or the right to use its Systems for the purpose of providing abovementioned Services. The Systems may consist of, but not limited to, hardware, including payment terminals, docking stations, cables etc. as well as software, including the application on the terminal, a mobile application or website portal etc. Below outlines the conditions for the usage of these Systems

3.1 Authorized Usage
The Merchant agrees to use the Systems exclusively for the purposes of using EVP’s Services. The Merchant will ensure that all personnel handling the Systems are adequately trained to maintain the integrity and security.

3.2 Monitoring

EVP reserves the right to monitor the usage of its Systems to enhance its Servies and ensure compliance with the Terms & Conditions. The Merchant agrees to allow EVP or its agent(s) to enter for inspection during reasonable hours and with reasonable notice.

3.3 Return of Equipment

Upon termination of the usage of EVP’s Services, the Merchant agrees to promptly return all provided equipment to EVP in good working condition, allowing for reasonable wear and tear, within 5 business days.

3.4 Liability for Loss or Damage

The Merchant agrees to take reasonable precautions to safeguard the Systems and to immediately notify EVP in the event of loss, theft, or damage. The Merchant is responsible for any damage beyond normal wear and tear, including loss, theft, or damage, and may be liable for repair or replacement costs. In case of loss or damages, the Merchant is required to contact EVP as soon as possible in writing.

3.5 Security Breach

In the event of any breach or suspected security breach of EVP’s Systems, each party must immediately notify the counterparty of any suspicious activities, breaches, or suspected unauthorized access. In case of suspected breach of the Merchant’s systems that may affect EVP’s Services, the Merchant agrees to participate in any investigations or audits conducted by EVP, authorized regulators, or other Third Parties related to fraud prevention and risk management. Both parties agree to support each other with necessary information and documentation to facilitate fraud investigation efforts.

4. SETTLEMENT, FEES & TAXES

4.1 Settlement

4.1.1 EVP will settle funds for the purpose of Payment Acceptance to the Merchant’s as outlined in the Commercial Terms.

4.1.2 EVP will settle funds to the Merchant’s designated bank account per the Subscription Form, given:

• The Merchant maintains a valid and active bank account as registered with EVP
• The Merchant remains in compliance with these Terms and Conditions.

4.1.3  EVP has a net settlement policy, meaning that EVP will deduct all applicable fees, taxes and any other amounts owed from the settlement amounts. If the settlement amount is less than the amount owed to EVP, the Merchant agrees to pay any outstanding balance within 30 calendar days from the issuance of invoice from EVP.

4.1.4 The Merchant acknowledges that settlement times may vary due to Third Party processing schedules, holidays, or other factors beyond EVP’s control. EVP is not liable for any such delays, provided that EVP has exercised reasonable efforts to notify the Merchant of such occurrence.

4.1.5 The Merchant agrees to notify EVP immediately upon discovery of discrepancies in the settlement. If any Settlement, Fees or charges are not disputed within 30 calendar days, they will be considered as accepted by the Merchant.

4.1.6 EVP reserves the right to delay or withhold settlements in cases of suspected fraudulent activity, excessive chargebacks, or violation of this Terms and Conditions Agreement.

4.2 Fees

4.2.1 The Merchant agrees to pay all fees associated with the subscription and use of EVP’s Services as stated in the Commercial Terms as per clause 4.1.3.

4.2.2 The continued use of EVP’s Services constitutes acceptance of the fees by the merchant.

4.2.3 EVP encourages Merchants not to charge the End Customer additional fees for using any of EVP ’s Payment Options over physical cash or other forms of payment.

4.3 Taxes

4.3.1. EVP will deduct all applicable taxes from the settlement amount, in addition to Fees. These may include value added tax (“VAT”), withholding tax (“WHT”) and/or other applicable government fees and charges.

4.3.2 The Merchant hereby appoints EVP to act as its withholding tax agent, granting EVP permission to calculate and remit withholding tax on its behalf for all transactions processed through EVP. The merchant will not be required to issue withholding tax certificates for transactions processed through EVP. This authorization will take effect from the date of the first transaction using EVP’s Services and will remain in effect until EVP’s Services are terminated unless otherwise required by law.

5. REFUNDS, CHARGEBACKS AND DISPUTES

5.1 Chargebacks

5.1.1 The Merchant acknowledges that chargebacks, refunds, and disputes may occur. The Merchant agrees to make a good faith effort to resolve the dispute directly with the customer, aiming for a mutually satisfactory outcome or refund. The Merchant agrees to follow practices to prevent and minimize chargebacks, such as:

• Provide clear and accurate product descriptions and terms of sale
• Offer clear, prompt, and efficient customer service to resolve issues
• Maintain accurate transaction records, including proof of delivery and customer communications

5.1.2 The Merchant agrees to comply with all applicable rules, regulations, and procedures established by EVP and the Card Network. The Merchant agrees to respond promptly to all chargeback and dispute notifications within the following timeframes:

• For card network-initiated chargebacks: within 3 business days upon receipt of notification.
• For customer-initiated disputes: 3 business days upon receipt of notification.

5.1.3 EVP will support the Merchant to minimize chargebacks and related costs to the Merchant by coordinating with relevant Third Parties. The Merchant agrees to provide EVP with all necessary evidence promptly to contest illegitimate chargebacks or disputes, such as:

• Transaction receipts
• Proof of delivery or service fulfillment
• Records of customer communications
• Relevant terms, conditions, and policies applicable to the transaction

5.1.4 EVP reserves the right to impose additional requirements or suspend part of all of its Services to the Merchant if the chargeback or refund ratio exceeds thresholds deemed acceptable by EVP.

5.1.5 If the Merchant is deemed liable for the chargeback, EVP reserves the right to charge applicable costs associated with chargebacks imposed by Third Parties to the Merchant.

5.1.6 Fees associated with any chargeback transactions will not be refunded to the Merchant. EVP reserves the right to deduct associated fees from the Merchant’s settlements or invoice the Merchant for such amounts if sufficient funds are not available in the settlement.

5.2 Refund Policy and Procedures

5.2.1 In the event that the Merchant accepts refund request from the Consumer, the Merchant agrees to submit the refund form as specified by EVP, in order to process the refund. EVP will deduct the refund amount from the Merchant’s pending settlement or invoice the refund amount.

5.2.2 The Merchant agrees to retain documentation confirming the sale, delivery of goods, or provisions of services to the Consumer for at least 18 months.

5.2.3 The Merchant agrees not to pay cash to the End Customer of the Payment Schemes which is not related to the sale of goods and/ or services or refunds that is specified in the Subscription Form.

6. DATA, INTELLECTUAL PROPERTIES, AND COMPLIANCE

6.1 Confidentiality

Both parties agree to keep all non-public information confidential, including personal data, proprietary technologies, and other confidential information. This information should only be used for fulfilling obligations under the Terms and Conditions and shared with authorized personnel on a need-to-know basis. Both parties must obtain prior written consent for the disclosure of confidential information to third parties beyond normal business operations. Confidentiality between the Merchant and EVP will remain in effect beyond the termination of the Services

6.2  Data Retention and Access

The Merchant consents EVP to collect and retain personal information that is submitted in the form of personal identification document for the purpose of using EVP’s services, including but not limited to: blood type, religious affiliation, race and ethnicities, marital status, personal address. You acknowledge that EVP has no intention to make use of such sensitive personal information.

EVP will retain transaction data for a minimum period of 5 years from the date of the transaction, regardless of whether the agreement between the Merchant and EVP has been terminated. Data is retained to satisfy regulatory requirements and to serve as evidence for potential disputes.

6.3 Data Protection Compliance

EVP must implement and maintain relevant security standards to protect the Merchant’s data and reports. The Merchant agrees to adhere to all applicable data protection laws, including the Personal Data Protection Act, B.E. 2562 (2019), and maintain appropriate safeguards such as access controls and security assessments.

6.4 Consumer Protection

The Merchant agrees to adhere to protect Consumer data, ensuring that all required security measures are implemented and maintained. The Merchant must not collect, retain, share, or disclose any payments or personal information of the Consumer, unless legally permitted and/ or consent is obtained.

6.5 Reporting Data Confidentiality

The Merchant agrees to:

• Keep all reporting data confidential and use it solely for managing the business related to their account with EVP
• Implement appropriate security measures to prevent unauthorized access to such confidential data
• Immediately notify EVP of any suspected data breach or unauthorized access to their account or reports

6.6 Third Party Reporting Requirements

Merchant acknowledges and agrees that EVP shares reports and/or data as required by Third Parties including but not limited to information on chargebacks, fraud monitoring, compliance, transaction details and Merchant information.

6.7 Intellectual Property
All intellectual property (“IP”) rights of EVP’s Systems are solely owned exclusively by EVP or its licensors and all IP rights of the Merchant are solely owned by the Merchant or its licensors. The Merchant is granted a limited, non-exclusive, non-transferable license to use the IP solely for accessing and utilizing EVP’s Services. The Merchant agrees to not modify, reverse-engineer, sublicense, or transfer the IP in any way. Both parties agree to safeguard each other’s IP and the Merchant indemnifies EVP against claims from its use of EVP’s IP.

6.8 Licenses and Permits

Both EVP and the Merchant shall maintain all necessary licenses, permits, and authorizations to conduct their respective businesses. The Merchant is required to immediately notify EVP of any changes in the nature of the Merchant’s business, applicable laws, permit or licensing requirements, or regulations.

6.9 Display of Signage, Logos, or Marks

Displays for EVP’s Merchants, as designated by EVP, must be visibly displayed at each point of service of the Merchant to notify the Consumer of all possible Payment Options for the purchase of goods and services. The Merchant agrees to return to EVP or dispose of such signage or materials upon the termination of the Services. The Merchant agrees and consents to allow EVP or its designated representative to publish the Merchant’s name, logo, or address for marketing purposes on print media, online, or any electronic media.

6.10 Indemnification
Subject to Applicable Law, EVP will indemnify and defend the Merchant against losses from claims asserting intellectual property rights over EVP’s software or systems. Similarly, the Merchant will indemnify and defend EVP against losses arising from (i) breaches of the agreement, Applicable Law, or Scheme Rules, (ii) misuse of EVP’s marks, or (iii) the Merchant’s gross negligence, fraud, or willful misconduct. However, the Merchant is not required to indemnify EVP for losses caused by EVP’s failure to comply with Applicable Law or its willful misconduct, fraud, or gross negligence.

7. CHANGES AND TERMINATION

7.1 Changes in Services

EVP reserves the right to modify, enhance, or discontinue any part of the Services, provided that EVP will give the Merchant 30 calendar days’ notice of any material changes.
7.2 Changes in Fees

EVP reserves the right to change the Fees as specified in the Commercial Terms. For each change in Fees not mentioned to the Merchant at the time of signing to take effect, the Merchant must sign the updated Subscription Form, along with the attached Commercial Terms.

7.3 Merchant Details

7.3.1 If there are any changes to any of the Merchant’s particulars as disclosed in the Subscription Form or subsequent information provided by the Merchant to EVP, the Merchant agrees to immediately notify EVP in advance of no less than 30 calendar days prior to such changes in writing. This includes but is not limited to: Merchant’s entity name, changes in shareholding structure, nature of business, address, and bank account numbers.

7.3.2 Upon receipt of a request for changes of information by the Merchant, EVP will review the submitted information and perform required compliance and operational procedures. EVP reserves the right to request additional documentation or clarification from the Merchant to process the request and comply with related policies, regulations or laws.

7.4 Execution of Changes

Subject to the receipt of all required information and successful verification, EVP will implement the requested changes within a reasonable timeframe, not to exceed 30 calendar days from the receipt of all information.

7.5 Money Transfers
EVP is not liable for any amount in the settlement or money transfer that is delayed or not settled to the desired Merchant account as a result of the Merchant’s negligence or failure to provide the change in details of the designated bank account.

7.6 Changes in Terms & Conditions

EVP reserves the right to update or modify these Terms and Conditions. EVP will update the latest terms and conditions online on this page, and the latest version of the Terms and Conditions will prevail. For any material changes, EVP will strive to notify the Merchant of such changes 30 calendar days in advance of the changes taking effect. The Merchant agrees to be bound by any such updates or modifications upon receipt of such notice.

7.7 Termination

7.7.1 Voluntary Termination

The agreement made effective by signing the Subscription Form by the Merchant is entered into for an indefinite period, unless otherwise stated in the Subscription Form or Commercial Terms. Both the Merchant and EVP have the right to terminate this contract by providing 30 calendar days’ notice. Given all equipment has been returned to EVP, EVP will execute the termination of services, settle, and/ or invoice the Merchant within 30 calendar days.

7.7.2 Termination for Non-Compliance

If EVP identifies any discrepancies, violations, or areas of non-compliance during its monitoring or audit activities, EVP will notify the Merchant in writing and provide a reasonable timeframe of no less than 7 calendar days for the Merchant to rectify the identified issues before termination. After 7 days, EVP reserves the right to suspend or terminate part of all of the Services. These non-compliance issues include but are not limited to:

• Relocation of the equipment without prior notice to EVP in writing
• Changes in the nature of the business without prior notice to EVP in writing
• Material changes in ownership and shareholding structure
• Changes in licensing required to operate the business

7.7.3 Immediate Termination for Non-Compliance

EVP reserves the right to suspend or terminate all or part of the Services immediately, including settlement, without prior notice to the Merchant, if:

• Required by the regulator, government institution or other relevant Third Party
• Remedies from the damages of the breach to EVP is deemed not legally or practically feasible
• The Merchant materially breaches this Terms & Conditions or the law
• EVP has reasonable grounds to believe that the merchant is becoming insolvent
• The Merchant has materially changed or expanded the category of its products and/ or services without obtaining EVP’s prior written permission and/ or without having the required licenses under applicable law
• The Merchant modifies, tampers with, or attempts to integrate any Third Party service providers or systems with EVP’s Systems.

The Merchant can be held liable for Fees, fines, or damages caused under the Terms and Conditions or applicable law.