Terms and Conditions for the Electronic Payment System Service of

PraIn Fintech Company Limited

Welcome to the ChillPay electronic payment system service. These terms and conditions (the “Terms”) govern the use of the electronic payment system service for receiving payment for goods and/or services, provided under the trade name “ChillPay” or any other name designated by the Company, by the party using such service (hereinafter referred to as the “Merchant”). The Merchant agrees to be bound by, and to comply with, these Terms and Conditions for the electronic payment system service of PraIn Fintech Company Limited (the “Service Provider” or the “Company”), together with any related documents and conditions applicable to the use of the service as prescribed by the Company, as follows:

1. Definitions

The following terms used in these Terms and Conditions shall have the meanings set out below:

“Service Provider” or “the Company” means Phra In Fintech Company Limited.

“Merchant” means the owner and/or operator of a business, or any person having the legal right to sell goods and/or services, who wishes to use the Company’s electronic payment service to receive payment for goods and/or services.

“Customer” means any natural person or juristic person who is a customer and/or user of the Merchant and who makes payment for goods and/or services through the ChillPay channel.

“Electronic Payment Service” means the Company’s service of receiving payment for goods and/or services from Customers on behalf of the Merchant, through the electronic payment methods and channels designated by the Company, which may include the online receipt of payment via website and/or application and/or any other electronic media connected to the Company’s system.

“Transaction” means a payment transaction for goods and/or services carried out through the ChillPay system.

“Business Day” means a day on which commercial banks are normally open for business in Thailand, excluding bank holidays.

“Suspension of Funds” means the temporary suspension of the transfer or payment of funds relating to all or part of a Transaction, for purposes of verification, risk management, compliance with law, an order of a competent authority, or any other case specified in these Terms.

Upon completing the application for, or registration to use, the electronic payment service, the Merchant shall submit the application documents, identity verification documents, and any other information requested by the Company, in order to undergo Customer Due Diligence (“CDD”) and Know Your Customer (“KYC”) verification of the Merchant, including ongoing monitoring of, and due diligence on, the relationship with the Merchant in accordance with the applicable risk level and the criteria prescribed by law or by the regulatory authorities (the “Verification”), and for the purpose of preparing the contract document for signature.

2. Successful Verification

Where the Merchant’s documents and information successfully pass the Verification, the Company will prepare a contract document for the Merchant’s signature, which may be signed either in hard copy or electronically via DocuSign. However, if payment for goods and/or services is received into the electronic payment service system while the application documents and identity verification documents are still under review, the Company may temporarily suspend the transfer of such funds until the Verification and the signing of the contract have been completed. Such Suspension of Funds shall be carried out only to the extent necessary and in accordance with the applicable laws and requirements.

Once the contract between the Company and the Merchant has become fully effective, the Company will transfer the payment received from the Customer for goods and/or services to the Merchant within the next Business Day following the date of payment by the Customer (T+1), except where a system failure, force majeure event, or an event caused by a bank or a payment network service provider occurs, in which case the Company will transfer the funds within not more than the following Business Day.

3. Unsuccessful Verification

Where the Merchant’s documents do not pass the Verification, the Merchant acknowledges and agrees that:

(a) the Company may immediately terminate the electronic payment service without prior notice;

(b) the Company, or its coordinator (as the case may be), will notify the Merchant in writing of the outcome of the Verification, through the contact channel provided by the Merchant to the Company; and

(c) the Company will deduct the service fee based on the Merchant’s actual usage before transferring the remaining amount of the payment received from the Customer back to the Merchant within 30 (thirty) Business Days from the date on which the Company notifies the Merchant of the outcome of the Verification under (b) above.

The Merchant further acknowledges and agrees that, in any case whatsoever, in the event of any damage or claim of any kind arising from the use of the electronic payment service, the Merchant agrees to waive any and all such claims, including but not limited to claims for damages or the exercise of any civil or criminal legal action against the Company, whether in whole or in part.

4. Incomplete Documentation

If the documents or information are incomplete or insufficient for the Verification, the Company’s data verification department will notify the relevant department to coordinate with the Merchant in requesting additional application or identity verification documents. Once the Merchant has submitted the additional documents in full, the verification department will proceed with the Verification and notify the Merchant of the outcome again.

However, if the Merchant fails to submit or prepare the additional documents within 15 (fifteen) days from the date of notification by the Company’s coordinating department, the Company reserves the right to cancel and terminate such electronic payment service without prior notice.

The Merchant acknowledges that it has read and carefully understood these Terms and Conditions, including any attachments hereto (if any), and agrees to regularly check the terms and conditions of this service. Should the Merchant have any questions regarding the service, it may contact the Company at 02-107-7788 or by email at help@chillpay.co during the Company’s business days and hours.

5. General Terms

1. The Merchant agrees to comply with, and be bound by, the terms and conditions of the service. The Merchant’s use of the service constitutes acceptance of these terms and conditions. The Company may amend or supplement the terms and conditions of the service without prior notice to the Merchant, except where such amendment materially affects the Merchant.
2. The Merchant agrees to be bound by the Company’s terms and conditions of service, both as they currently exist and as they may be amended, changed, or supplemented in the future, of which the Company will give advance notice through the channels designated by the Company.
3. The Company reserves the right to improve or discontinue the service, or any part thereof, whether temporarily or permanently, at any time, by giving the Merchant advance notice.

6. Scope of Service

The Merchant agrees to use the electronic payment service through the ChillPay system to receive payment for goods and/or services, with the Company’s duties and responsibilities within the scope of the service being as follows:

• to provide the electronic payment service to the Merchant through the ChillPay electronic payment system;
• to improve the ChillPay electronic payment system so that it remains consistent with payment requirements; and
• to maintain, and resolve issues with, the ChillPay electronic payment system so that it operates at full efficiency.

7. Application for Service

An application to use the ChillPay service may be made through the channels designated by the Company, which include:

• applying through the Company’s sales staff or sales representative;
• applying by electronic mail (email); or
• applying via the website.

Upon completing the application, the Merchant must submit to the Company its identity verification documents, application documents, and any other information required by the Company, which may be submitted in either hard copy or electronic (soft copy) form, and shall thereafter sign the contract document, which may be signed either in hard copy or electronically via DocuSign.

8. Eligibility of the Merchant

The Merchant must be a juristic person duly and legally registered, or a natural person who is the owner and/or operator of a business, or a person having the legal right to sell goods and/or services, and who wishes to use the electronic payment service to receive payment for goods/services. Such business must not be of a nature prohibited by law, and, in the case of a business required by law to hold a licence, the Merchant must obtain and maintain such licence or permit throughout the period during which it uses the service. In addition, the business must not be contrary to the Company’s policies.

The Merchant must promptly notify the Company of any change in material information, such as the nature or type of its business, its authorised signatories, its shareholders, its receiving bank account, its licences, or any other information that may affect the Company’s risk assessment or the provision of the service.

The Company has the right to periodically review the Merchant’s information and status, and may request additional documents or information as it deems appropriate and in accordance with the applicable KYC/CDD requirements.

9. Types of Electronic Payment Service

The Merchant agrees to use the Company’s electronic payment service in accordance with the types of payment service prescribed under the Company’s policy.

10. KYC/CDD and Fraud Prevention

The Merchant agrees to cooperate in Customer Due Diligence (“CDD”), Know Your Customer (“KYC”) verification, verification of the Ultimate Beneficial Owner, and any other verification required by the Company or the regulatory authorities.

The Company may continuously monitor and review the Merchant’s transactions in order to assess and manage risk, including reviewing any transaction that appears unusual or that gives rise to reasonable grounds for suspicion.

The Merchant agrees that it will not use the ChillPay service to carry out, or to support, any unlawful act, fraud, money laundering, the financing of terrorism, cybercrime, deception of the public, or any other activity designated by the Company or the regulatory authorities as a prohibited activity or as posing an unacceptable risk.

If the Company detects reasonable grounds for suspicion, the Company has the right to conduct further investigation, suspend the Transaction, suspend the transfer of funds, or terminate its business relationship with the Merchant, as it deems appropriate and in accordance with the applicable laws and requirements.

11. Tax

Both parties acknowledge and agree that each party is responsible for its own tax liability under the law arising from its income, at the applicable rate. Where the law requires one party to withhold tax at source, the other party agrees to cooperate in such withholding and to provide the relevant documents as required by law.

12. Confidentiality

Both parties agree to keep confidential all details, information, and documents that they come to know or become aware of, in any manner, as a result of performing their duties or using the service, and undertake not to disclose or make public such information to any third party, or to permit any person to do so, except in the following cases:

1. disclosure required by law, regulation, order, court warrant, government official, or any person with authority under the law, in which case the disclosing party will notify the other party immediately;
2. disclosure to employees, staff, directors, or advisors involved in the provision of the service, to the extent necessary for the performance of their duties;
3. disclosure of information that has already become known to the public generally, other than as a result of a breach of the confidentiality obligations of either party; or
4. disclosure made with the prior written consent of the party disclosing the information,

provided that each party agrees to take care to ensure that its employees comply strictly with this confidentiality undertaking.

13. Personal Data Protection

The Company will collect, use, disclose, and/or process the personal data of the Merchant, its directors, authorised persons, contact persons, Customers, and other related individuals in accordance with the law on personal data protection and other applicable laws.

The Merchant agrees that it will ensure that the individuals concerned are notified of the collection, use, or disclosure of their personal data as required by law, and will ensure that there exists a lawful basis or the necessary consent for disclosing such personal data to the Company.

Details regarding the Company’s collection, use, and disclosure of personal data shall be as set out in the Company’s Privacy Policy, published on the website www.chillpay.co.

Where the Company and the Merchant act in the capacity of data controller or data processor differently, depending on the nature of the relevant data-processing activity, each party shall comply with its duties under the law and shall enter into such additional agreements or documents as may be necessary.

14. Settlement of Payments for Goods and/or Services

1. Once the Company has received payment from the Customer, the Company will transfer the payment received for the goods and/or services to the Merchant within the next Business Day following the date of payment by the Customer (T+1), except in the case of a system failure or a force majeure event, in which case the funds will be transferred within not more than the following Business Day.
2. The Merchant agrees and consents to the Company deducting an amount equal to the service fee, after withholding tax at source, and transferring the remaining amount of the payment for goods or services to the Merchant within the period so specified.
3. Once the Company has received the service fee under the contract, the Company will summarise the amount of such service fee and issue a tax invoice to the Merchant on the last day of each month.
4. Where the Company has withheld tax at source in accordance with the law, calculated on the amount of the service fee to which the Company is entitled for each month, the Company will, after the Merchant has reviewed and confirmed such amount, issue a withholding tax certificate within 3 (three) days after the last day of that month.
5. The Company does not have a policy of providing a refund where a Transaction that has already been completed is subsequently cancelled, amended, or has its amount altered, whether by the Customer or the user, except in the case of online payment by credit card.
6. Where a payment made through ChillPay has already been approved, but the bank subsequently detects suspicion, an irregularity, or fraud on the part of the Customer, resulting in a refusal of payment, and the bank has deducted or reclaimed the funds for any reason whatsoever, the Merchant shall repay such amount (the “Amount to Be Repaid”), equal to the amount refused, deducted, or reclaimed, to the Company within 7 (seven) days from the date on which the Company notifies the Merchant of the matter.
7. The Merchant acknowledges that, where the bank or the Company detects reasonable grounds for suspicion regarding the Merchant’s conduct in using the service, and/or any other circumstance giving rise to suspicion in connection with the payment for goods/services, fraud, or dishonesty, the Merchant agrees to permit the Company to suspend payment, or the deposit of funds into the Merchant’s account, in respect of the transaction giving rise to such issue, pending the conclusive determination of the facts, provided that the Company will give the Merchant advance notice in order to jointly investigate the cause and resolve the issue that has arisen.

15. Amendments to Terms and Conditions

1. The Company reserves the right to amend or change any agreement or terms and conditions of service specified in this service channel, including those specified in any particular service channel. The Merchant is responsible for regularly checking the agreement and terms and conditions of use, including any additional requirements specified on the website www.chillpay.co.
2. The Merchant’s continued use of the service channel shall be deemed to bind the Merchant to the agreement and contract under these Terms, including any terms that have been so amended or changed.
3. Where a change to the terms and conditions of use results in an increased burden or risk to the Merchant, such change shall take effect only upon the Merchant’s consent.
4. Where any law and/or regulation specifically requires the Company to proceed otherwise in relation to amendments to the terms and conditions, the Merchant agrees to permit the Company to comply with such law and/or regulation.

16. Complaint and Issue Resolution

The Company has a policy of accepting complaints and resolving problems through the channels designated by the Company. For further information, or to report a malfunction, please contact 02-107-7788 or email help@chillpay.co during the Company’s business days and hours.

17. Access Rights

The Company reserves the right to improve or amend the service channel, or any content on this website, at any time. In addition, the Company reserves the right to refuse or restrict any person’s access to this website, or access from any Internet Protocol (IP) address, without any obligation to give notice of, or state the reason for, such action.

18. Governing Law

These Terms and Conditions of service shall be governed by, and construed in accordance with, the laws of Thailand.