These Terms and Conditions (“Terms”) govern your access to and use of the Miracle Universe platform, website, software, APIs and related services (collectively, “Services”) provided by Miracle Universe Sdn. Bhd. (“Miracle Universe”, “we”, “us”, “our”). By registering, integrating, or using the Services, you (“Merchant”, “Customer”, “you”) agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

1.1 Acquirer: a third-party entity registered/licensed to provide merchant acquiring services and/or payment processing, including relevant banks and payment networks as applicable.

1.2 Business Day: a day when banks in Malaysia are open for business, excluding Saturdays, Sundays and public holidays.

1.3 Chargeback: a reversal/return of funds initiated by an issuing bank, Acquirer, payment network, or under their rules (including retrieval requests and dispute-related debits/fees).

1.4 Confidential Information: non-public information disclosed by a party that is marked or reasonably understood to be confidential.

1.5 Cut-Off Time: the daily processing cut-off time we specify in Documentation or by notice.

1.6 Documentation: user guides, technical documentation, API docs, policies and notices we publish from time to time.

1.7 End-Customer: your payer/customer (individual or entity).

1.8 MDR / Fees: merchant discount rate and/or other agreed service fees as set out in the Order Form / Merchant Agreement (including pass-through fees imposed by the Acquirer/networks where applicable).

1.9 Order Form / Merchant Agreement: any quotation, subscription plan, onboarding form, statement of work or written agreement accepted by you that specifies scope, pricing, payout terms, and other commercial details.

1.10 Payout: disbursement by Miracle Universe to your nominated bank account of net Settlement Proceeds after deducting MDR/Fees and permitted adjustments.

1.11 Restricted Activities: prohibited or restricted categories listed in Schedule 2 (as updated).

1.12 Settlement Proceeds: amounts received by Miracle Universe from the Acquirer relating to successful payment transactions for you, subject to holds, reserves, reversals, chargebacks, refunds, fees and adjustments.

2. Order of precedence

If there is any conflict, the following order applies:

1. Order Form / Merchant Agreement;
2. these Terms;
3. Documentation;
4. other website pages/policies (unless expressly incorporated).

3. Eligibility, authority, and account

3.1 Business use only. The Services are intended for business use. You represent that you are using the Services for business purposes and have authority to bind your organisation.

3.2 Accurate information. You must provide true, accurate, complete and up-to-date information at onboarding and throughout the term (including business details, ownership, directors, authorised users, and bank account details).

3.3 Account security. You are responsible for safeguarding your credentials and all activity under your account. Notify us immediately if you suspect unauthorised access.

4. Our role, the Acquirer’s role, and appointment as collection & payout agent

4.1 Platform + payment facilitation. We provide a business platform to help you generate billing/payment requests, manage collection workflows, and streamline reconciliation, and we facilitate payment acceptance via our integration/arrangement with an Acquirer.

4.2 Not the Acquirer. Miracle Universe is not the merchant acquirer. The Acquirer processes payment transactions and settles funds in accordance with its agreements, network rules and applicable requirements.

4.3 Merchant of record. You remain the seller/merchant of record for your goods/services and are responsible for fulfilment, refunds, disputes and End-Customer communications.

4.4 Appointment as agent (funds flow). You appoint Miracle Universe as your collection and payout agent solely for the purpose of:

1. receiving Settlement Proceeds from the Acquirer for transactions made to you;
2. deducting MDR/Fees and permitted adjustments under these Terms; and
3. paying out the net amount to your nominated bank account.

4.5 Discharge of End-Customer payment obligation. Payment by an End-Customer is considered paid to you only to the extent Settlement Proceeds are successfully received from the Acquirer and not subsequently reversed/charged back.

4.6 No deposit / no interest. Any funds held temporarily for settlement/payout are not deposits and do not earn interest for you unless required by law or expressly stated in the Order Form.

5. Onboarding, verification, and Acquirer requirements

5.1 KYB/KYC and due diligence. You agree to provide documents and information required by us and/or the Acquirer for onboarding, verification, risk assessment and ongoing monitoring (including beneficial ownership and authorised signatory evidence).

5.2 Ongoing monitoring. We may request updated documentation at any time based on risk, transaction behaviour, Restricted Activities, Acquirer requirements, or legal/regulatory requests.

5.3 Acquirer decisions. The Acquirer may approve, decline, limit or terminate processing for you. If the Acquirer suspends/terminates your processing ability, we may suspend affected Services and/or terminate these Terms.

6. Licence and permitted use

6.1 Licence. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business operations and to transact with End-Customers.

6.2 Authorised users. Access is limited to your employees/contractors acting on your behalf. You remain responsible for their actions.

6.3 Restrictions. You must not: reverse engineer, decompile, bypass security controls, misuse APIs, scrape, probe, resell/service-bureau the Services, or use the Services to build a competing product.

7. Acceptable use, prohibited & restricted activities

7.1 You must use the Services only for lawful purposes and in compliance with these Terms, applicable law, Acquirer rules and network standards.

7.2 You must not engage in Restricted Activities (Schedule 2) or any activity that we reasonably believe creates fraud, AML/CFT, reputational, regulatory, or operational risk.

7.3 We may update Restricted Activities from time to time (including to comply with Acquirer/network requirements).

8. Fees, MDR, and billing

8.1 Fees/MDR. MDR/Fees and any additional charges are as set out in your Order Form / Merchant Agreement (including any pass-through fees charged by the Acquirer/networks).

8.2 Authorisation to deduct. You authorise Miracle Universe to deduct MDR/Fees from Settlement Proceeds prior to Payout.

8.3 Other charges. We may charge additional fees (e.g., dispute/chargeback admin fees) if stated in the Order Form/fee schedule.

8.4 Taxes. Fees are exclusive of applicable taxes unless stated otherwise.

9. Settlement and daily payouts (T+1 / T+2), holds, reserves, and negative balances

9.1 Settlement dependency. Payouts are conditional upon our receipt of cleared Settlement Proceeds from the Acquirer. If the Acquirer delays/withholds settlement, we may delay Payout accordingly.

9.2 Daily payout (T+1 / T+2 Business Days). Subject to Sections 9.1 and 9.3–9.9, we will process Payouts on a daily basis, typically on T+1 or T+2 Business Days from the transaction date, depending on Acquirer settlement timelines, bank processing and the Cut-Off Time. Transactions after the Cut-Off Time may be treated as occurring on the next Business Day.

9.3 No guaranteed timing. Payout timing is an estimate and may vary due to weekends/holidays, reconciliation, bank processing, disputes/chargebacks/refunds, compliance reviews, security incidents, or legal/regulatory requests.

9.4 Reserves / rolling reserve / holdback. We may establish a reserve by withholding a portion of Settlement Proceeds for a reasonable period to manage risk (e.g., high dispute rates, suspected fraud, unusual patterns, Acquirer requirements).

9.5 Holds and investigations. We may withhold/freeze Payouts (in whole or part) where we reasonably suspect fraud, prohibited activity, AML/CFT risk, security issues, legal/regulatory risk, or breach of these Terms.

9.6 Set-off. You authorise us to set-off any amounts you owe us (including MDR/Fees, chargebacks, refunds, reversals, penalties/fees imposed by the Acquirer/networks, dispute admin fees, or negative balances) against Settlement Proceeds, reserves and/or future Payouts.

9.7 Negative balance and repayment. If deductions exceed Settlement Proceeds/reserves, your account may become negative. You must repay the negative balance immediately upon demand and in any event within seven (7) Business Days. We may suspend Services until the negative balance is settled.

9.8 Bank account accuracy. You must maintain accurate payout bank details. We may require bank account verification and may delay Payouts until verification is completed. You are responsible for losses arising from incorrect bank details provided by you.

9.9 Errors and mistaken payments. If a payout is made in error or to an incorrect account due to your input, you authorise us to take reasonable steps to recover the funds and you agree to cooperate (including returning funds received in error).

10. Refunds, reversals, disputes and chargebacks (bank-initiated clawback)

10.1 Merchant responsibility. You are responsible for End-Customer disputes, fulfilment issues, refunds, returns and complaints, and must maintain clear refund/cancellation policies.

10.2 Refunds (merchant-initiated or required). You authorise us (and/or the Acquirer via our instruction) to process refunds/reversals from Settlement Proceeds, reserves or future Payouts:

1. when you instruct a refund; or
2. when required by the Acquirer, network rules or applicable law.

10.3 Bank/acquirer-initiated chargebacks. If a Chargeback is initiated or imposed by an issuing bank/Acquirer/network (including dispute fees/retrieval fees), you agree that the Chargeback amount and related fees may be recovered from Settlement Proceeds/reserves/future Payouts, and you remain fully liable even if the Chargeback relates to your product/service, delivery or communications.

10.4 Insufficient funds; recovery from you. If Settlement Proceeds/reserves/future Payouts are insufficient to cover refunds/chargebacks/reversals/fees, you must reimburse us in full on demand. We may recover amounts by invoicing you, requiring a top-up, and/or exercising set-off rights under Section 9.6. If you have signed a separate direct debit mandate (or equivalent authorisation), you also authorise us to debit your nominated bank account for amounts due.

10.5 Evidence and cooperation. You must respond promptly to dispute/chargeback evidence requests and provide supporting documents within deadlines set by the Acquirer/network. Failure to respond may result in automatic loss of the dispute and recovery from you.

10.6 Dispute administration fee (optional). We may charge a per-case admin fee for dispute/chargeback/retrieval requests if stated in your fee schedule.

10.7 No circumvention. You must not attempt to circumvent dispute/chargeback processes or submit non-genuine transactions. We may suspend/terminate for breaches.

11. AML/CFT, fraud controls, and information requests

11.1 No financial crime. You must not use the Services for fraud, money laundering, terrorism financing or proceeds of unlawful activities.

11.2 Monitoring and controls. We may implement risk rules, monitoring, screening and anomaly detection to protect the Services and comply with Acquirer requirements and lawful requests.

11.3 Information requests. You must promptly provide documents/information we reasonably request for fraud/AML/CFT, compliance or risk reviews (including invoices, delivery proof, customer communications, authorisation evidence and source of funds information where relevant).

11.4 Disclosures. You authorise us to share relevant information with the Acquirer, banks, networks and competent authorities where required by law/valid request, or to prevent fraud/financial crime.

11.5 Suspension/termination for risk. We may restrict features, hold payouts, suspend or terminate immediately where we reasonably suspect prohibited activity, fraud, AML/CFT risk, or material breach.

12. Data protection and privacy (PDPA)

12.1 Privacy Policy. Our processing of personal data is described in our Privacy Policy (incorporated by reference).

12.2 End-Customer data. If you submit End-Customer personal data through the Services, you represent that you have provided required notices and obtained any necessary consents and have a lawful basis under the PDPA.

12.3 Security. You will implement reasonable security measures and will not upload unnecessary or excessive personal data.

12.4 Cross-border transfers. Where personal data is processed or stored outside Malaysia (e.g., via cloud/sub-processors), we will take reasonable steps to ensure appropriate safeguards consistent with applicable requirements.

13. Confidentiality

13.1 Each party must protect the other’s Confidential Information using reasonable care and use it only to perform under these Terms.

13.2 Confidentiality does not apply to information that is public (not due to breach), independently developed, or rightfully received from a third party.

13.3 A party may disclose Confidential Information if required by law/regulator/court order, provided it gives notice where legally permitted.

14. Intellectual property

14.1 Our IP. All rights in the Services, software, Documentation and branding belong to Miracle Universe or its licensors.

14.2 Your data. You retain ownership of your business data. You grant us a licence to host, process, transmit and display your data as necessary to provide the Services, comply with law, and enforce these Terms.

14.3 Feedback. You grant us the right to use feedback without restriction or compensation.

15. Service availability, changes, and third parties

15.1 We may modify, update or discontinue parts of the Services. Where practicable, we will provide reasonable notice for material changes.

15.2 We may perform maintenance that impacts availability.

15.3 Some Services depend on Third-Party Providers. We are not responsible for their outages, failures, or decisions.

16. Warranties and disclaimers

16.1 We will provide the Services with reasonable care and skill.

16.2 To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We do not warrant uninterrupted operation, error-free performance, approval rates, settlement timing, or collection outcomes.

16.3 You are responsible for ensuring the Services are suitable for your business and compliance obligations.

17. Indemnity (Merchant)

You will indemnify and hold harmless Miracle Universe, its directors, officers, employees and agents from claims, losses, liabilities, damages, penalties and expenses (including legal fees) arising out of or related to:

1. your products/services, fulfilment, marketing and End-Customer disputes;
2. refunds, chargebacks, reversals and related fees/costs caused by your acts/omissions;
3. your breach of these Terms or applicable law;
4. fraud, prohibited activity, AML/CFT issues linked to your business; and
5. claims that your data/content infringes third-party rights.

18. Limitation of liability

18.1 To the maximum extent permitted by law, we are not liable for indirect, incidental, special, punitive or consequential damages, or loss of profits/revenue/data/goodwill.

18.2 Our total aggregate liability in any twelve (12) month period will not exceed the total fees paid by you to Miracle Universe in the one (1) month immediately preceding the event giving rise to the claim.

18.3 Nothing excludes liability that cannot be excluded under Malaysian law (including liability for fraud or wilful misconduct).

19. Suspension and termination

19.1 Suspension. We may suspend access and/or hold payouts immediately for suspected fraud, AML/CFT risk, security threats, legal/regulatory risk, Acquirer/network action, non-payment (if applicable), or breach of these Terms.

19.2 Termination for breach. Either party may terminate for material breach not remedied within fourteen (14) days of written notice, or immediately for serious breaches (illegality, fraud, security compromise, prohibited activity).

19.3 Termination for convenience. Either party may terminate with thirty (30) days written notice, subject to outstanding obligations and completion of ongoing investigations/dispute windows where applicable.

19.4 Effect of termination. Upon termination:

1. your licence ends and you must stop using the Services;
2. you must pay outstanding amounts owed to us;
3. we may retain reserves and/or delay final payouts for the period required to cover refunds/chargebacks/disputes and compliance requirements;
4. Sections intended to survive will survive (including confidentiality, IP, indemnity, limitation, disputes).

20. Notices

Notices must be in writing and sent to the email or address in your Order Form / Merchant Agreement (or such updated contact details notified by a party). Email notices are deemed received the next Business Day.

21. Assignment and subcontracting

You may not assign these Terms without our prior written consent. We may assign to an Affiliate or successor and may subcontract or use Third-Party Providers to deliver the Services.

22. Force majeure

Neither party is liable for delays/failures due to events beyond reasonable control (e.g., natural disasters, war, civil unrest, strikes, internet outages, third-party network failures, regulatory actions), provided the affected party mitigates where practicable.

23. General

23.1 Entire agreement. These Terms and the Order Form / Merchant Agreement form the entire agreement.

23.2 Severability. If any provision is invalid, the remainder remains effective.

23.3 No partnership. Nothing creates a partnership, joint venture or employment relationship.

23.4 Waiver. Failure to enforce is not a waiver.

24. Governing law and jurisdiction

These Terms are governed by the laws of Malaysia and the parties submit to the courts of Malaysia.

25. Contact

Miracle Universe Sdn. Bhd.

Email: customersupport@miracle.my

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Schedule 1 – Payment Acceptance, Daily Payout & Chargeback Recovery Addendum

A. Daily payout cadence (T+1 / T+2)

Net Payouts are processed daily, typically T+1 or T+2 Business Days, subject to:

1. receipt of cleared Settlement Proceeds from the Acquirer;
2. Cut-Off Time treatment;
3. reconciliations;
4. reserves/holds; and
5. weekends/public holidays and bank processing.

B. Cut-Off Time

We will publish the Cut-Off Time in Documentation or notify you. Transactions processed after Cut-Off Time may be included in the next Business Day’s cycle.

C. Recovery order for refunds/chargebacks/fees (“clawback”)

Amounts due (including refunds, chargebacks, reversals, dispute fees, Acquirer/network fees, and our admin fees where applicable) may be recovered in this order:

1. same-day Settlement Proceeds;
2. reserves/holdbacks;
3. future Payouts;
4. merchant reimbursement (invoice/top-up);
5. direct debit (only if a separate mandate exists).

D. Right to delay payout for high-risk items

We may delay payout for transactions that appear high risk or likely to be disputed, or where dispute/chargeback metrics exceed thresholds set by us or required by the Acquirer.

E. Merchant acknowledgement

You acknowledge that dispute/chargeback windows and Acquirer/network rules may extend beyond the date of payout, and you remain responsible for reversals/chargebacks even after funds have been paid out to you.

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Schedule 2 – Restricted / High-Risk Activities (Template)

You must not use the Services for, and may be terminated for, activities including (non-exhaustive):

1. illegal goods/services; stolen goods; counterfeit goods; infringement activities
2. fraud, deceptive marketing, non-genuine transactions, self-dealing/laundering-through-merchant patterns
3. unlicensed financial services or investment schemes
4. gambling/lottery without proper licensing
5. activities that violate Acquirer/network rules or create abnormal dispute/chargeback risk
6. any activity we reasonably believe poses AML/CFT, regulatory, reputational, or operational risk

(We may update this list by notice/Documentation.)