Effective Date: [Date] | Version 1.0
These General Terms and Conditions ("Terms") govern the relationship between BEEP Digital Solutions Sdn Bhd ("BDS", "we", "our") and any merchant ("Merchant", "you", "your") that uses the BDS Platform or Services. These Terms are incorporated by reference into the Master Service Agreement ("MSA") and all Service Addendums between BDS and the Merchant.
BDS is licensed under the BDCB Order, 2010 – Notice No PSO/N-1/2020/1 on Requirements for Payment Systems.
In these Terms, unless the context otherwise requires:
"Addendum" means a Service Addendum executed by the Parties pursuant to the MSA, setting forth service-specific terms.
"Agreement" means the MSA together with all Service Addendums, these Terms, Schedules, the BDS Privacy Policy, and any supplemental terms.
"Applicable Data Protection Law" means the Personal Data Protection Order 2025 of Brunei Darussalam ("PDPO 2025"), and any subsidiary legislation, regulations, guidelines, or orders issued thereunder by the Authority for Info-communications Technology Industry of Brunei Darussalam ("AITI") or any successor authority.
"Applicable Law" means all laws, regulations, rules, orders, and directives applicable to the Parties or the Services in Brunei Darussalam.
"Business Day" means Monday to Friday excluding bank and public holidays in Brunei Darussalam.
"Business Hours" means the hours of 9:00 AM to 5:00 PM Brunei time (UTC+8) on Business Days.
"Cloud Service Provider" means a third-party provider of cloud computing infrastructure, platform, or software services used by BDS to host, process, or store data in connection with the Platform, including but not limited to Amazon Web Services (AWS), Google Cloud Platform (GCP), Microsoft Azure, or equivalent providers.
"Confidential Information" means all non-public information disclosed by one Party to the other in connection with the Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances.
"Data Compromise" means any unauthorised access to, or acquisition of, personal data or Transaction data held by or on behalf of the Merchant or BDS.
"Data Controller" means the Party which, alone or jointly with others, determines the purposes and means of Processing of Personal Data, as defined under the PDPO 2025.
"Data Processor" means the Party which Processes Personal Data on behalf of the Data Controller.
"Data Subject" means an identified or identifiable natural person whose Personal Data is Processed under the Agreement.
"Digital Payments" means the BDS service that enables digital transactions to be initiated using account credentials that have been securely provisioned to that service.
"End User" means any individual who accesses or uses the Platform to browse, search, place orders, make payments, or otherwise interact with the BDS Services.
"Fraudulent Transaction" means a Transaction that is carried out using stolen, counterfeit, or otherwise unauthorised payment credentials or that is otherwise conducted for fraudulent purposes.
"Group Buy" means a collective purchasing mechanism facilitated by the Platform whereby multiple End Users aggregate demand for a single Merchant's product or service to achieve a pre-defined discount threshold.
"Initial Term" means the period commencing on the Effective Date of the MSA and continuing for one (1) year, unless terminated earlier.
"Intellectual Property" means all patents, trademarks, service marks, copyrights, trade secrets, know-how, and any other intellectual property rights, whether registered or unregistered.
"Marketplace" means the Veestore e-commerce marketplace operated by BDS, enabling Merchant-to-End-User transactions and related services.
"Net Settlement Amount" means the amount calculated in accordance with the applicable Service Addendum, representing the sum payable to the Merchant after all applicable deductions.
"Operating Hours" means the Platform's designated trading hours, being 8:00 AM to 10:00 PM Brunei time (UTC+8) daily, or such other hours as BDS may notify Merchants from time to time.
"Personal Data" means personal data as defined under the PDPO 2025, being data about an individual who can be identified from that data, or from that data and other information to which the organisation has or is likely to have access.
"Personnel" means employees and/or non-employee service providers and contractors of a Party engaged in connection with performance of the Agreement.
"Platform" means the mobile application, web platform, APIs, merchant dashboards, and all related technology infrastructure operated by BDS through which the BDS Services are delivered.
"Processing" means any operation performed on Personal Data, including collection, recording, storage, adaptation, retrieval, consultation, use, disclosure, erasure, or destruction, as contemplated under the PDPO 2025.
"Prohibited Transaction" means any Transaction involving products or services prohibited under Applicable Law, the Agreement, or BDS internal policies.
"Refund" means the return of funds to a customer in respect of a Transaction, in accordance with Applicable Law or the Merchant's after-sale service policy.
"Service Fee" means the fees payable by the Merchant to BDS for the BDS Services, as specified in the applicable Service Addendum or Pricing Schedule.
"Services or BDS Services" means any and all services provided by BDS to the Merchant under the Agreement and the applicable Service Addendums.
"Settlement" means the transfer of funds from BDS to the Merchant in respect of completed and verified Transactions, net of applicable fees and deductions.
"Settlement Currency" means the currency in which BDS settles funds to the Merchant, as specified in the applicable Service Addendum.
"Settlement Funds" means the Funds Available for Settlement less the Service Fee.
"Sub-processor" means any third party (including Cloud Service Providers) appointed by BDS or the Merchant to Process Personal Data on behalf of the relevant Data Controller.
"Term" means the duration of the MSA, including the Initial Term and any renewal periods.
"Third Party Services" means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information which the Services link to or integrate with.
"Transaction" means a digital payment or commercial transaction processed through the Platform in connection with the BDS Services.
"Transaction Information" means all data and records relating to a Transaction, including date, time, value, products/services purchased, Merchant name, category code, and merchant identifier (MID).
"Unauthorised Payment" means a Payment that is not authorised by the account holder or is otherwise disputed by the account holder as not having been authorised.
BDS hereby grants, and the Merchant hereby accepts, a non-exclusive, non-transferable, revocable, limited licence, without right to sublicense, for the Merchant to use the Platform during the Term of the Agreement solely in connection with the Services activated under the applicable Service Addendums. All other rights in the Platform are reserved by BDS.
In the event the Merchant breaches any of these Terms, BDS will be entitled to terminate the licence immediately.
The Merchant shall not:
Additional Merchant locations require BDS approval, must be owned or leased and operated by the Merchant under the Merchant's same name, and must conduct the same business.
The Merchant acknowledges that its agreement with its mobile network provider will apply to its use of the Platform. The Merchant accepts responsibility for any data or connectivity charges imposed by its service providers.
The Platform may link to or integrate with Third Party Services. BDS does not endorse, warrant, or accept liability for Third Party Services. The Merchant's use of Third Party Services is at its own risk and subject to the terms of the relevant third-party provider.
Each Party shall comply with all Applicable Laws in connection with the operation of its business and performance of its obligations under the Agreement. Both Parties shall comply with the PDPO 2025 and all subsidiary regulations, guidelines, and directions issued by AITI. The Merchant shall, at its own cost, keep such records and do such things as are reasonably necessary to ensure that BDS complies with all Applicable Laws, provided that the Merchant shall not be required to do anything inconsistent with Applicable Law.
In connection with the exercise of the Merchant's rights and obligations under the Agreement, the Merchant will comply, at its own expense, with all laws, policies, guidelines, regulations, and ordinances applicable to the Merchant, End User data, or the Transactions. The Merchant shall comply with all current policies, procedures, and guidelines of BDS governing the BDS Services, including the Prohibited Activity list. BDS reserves the right to amend such policies with no less than thirty (30) days' prior written notice. Material changes to commission rates, settlement terms, or fee structures shall require sixty (60) days' prior written notice.
Upon reasonable request by BDS, the Merchant shall share records and information (including Transaction Information) with BDS from time to time. BDS is authorised by the Merchant to provide such records and information to governmental agencies, regulatory authorities, and third-party service providers for examination and verification as necessary under Applicable Law.
The Merchant shall comply with all applicable laws on anti-money laundering, counter-terrorism financing, and sanctions (collectively "AML"). The Merchant shall fully cooperate with BDS's reasonable due diligence (on site or in writing) of the Merchant's AML policies and procedures, including but not limited to Merchant management, review of sanctions and politically exposed persons, and suspicious Transaction monitoring and reporting.
In accordance with its AML, anti-fraud, and other compliance and security policies, BDS may impose reasonable limitations and controls on the Merchant's ability to utilise the BDS Services. Such limitations may include rejecting Payments and/or suspending or restricting Services with respect to certain Transactions. BDS may report suspicious Transactions to the relevant authorities without informing the Merchant, as required by Applicable Law.
The Merchant agrees to use the BDS Services only for products and services in connection with the Merchant's principal business as notified to BDS. The Merchant acknowledges that BDS shall provide Services only for bona fide commercial transactions pursuant to Applicable Law. The Merchant shall use commercially reasonable efforts to establish and maintain effective internal control and risk management systems, procedures, and policies.
The Merchant shall not use the BDS Services in any manner, or in furtherance of any activity, that may cause BDS, its affiliates, or partners to be subject to investigation, prosecution, or legal action.
This Section is governed by and shall be interpreted in accordance with the PDPO 2025 and all subsidiary legislation, regulations, guidelines, codes of practice, and directions issued by AITI. Where the PDPO 2025 is implemented in phases, the Parties shall comply with the applicable requirements as and when they come into force. Both Parties acknowledge that AITI is the designated authority for personal data protection in Brunei Darussalam and shall cooperate with AITI as required.
For the purposes of the PDPO 2025: (a) where the Merchant determines the purposes and means of Processing Personal Data of its customers or employees, the Merchant shall be the Data Controller and BDS shall act as Data Processor in respect of such data; (b) where BDS Processes Personal Data for its own purposes (including platform analytics, fraud prevention, and regulatory compliance), BDS shall be the Data Controller; (c) where both Parties jointly determine the purposes and means of Processing, they shall be joint Data Controllers and shall enter into a separate joint controllership arrangement specifying their respective obligations.
In accordance with the PDPO 2025, each Party shall ensure that it has obtained valid consent from Data Subjects for the collection, use, and disclosure of Personal Data, unless a recognised exception under the PDPO 2025 applies (including deemed consent by conduct, deemed consent by contractual necessity, or deemed consent by notification). Consent must be informed, specific, and capable of being withdrawn at any time. Where consent is withdrawn, the relevant Party shall cease Processing the affected Personal Data unless a legal basis other than consent permits continued Processing.
Each Party shall implement appropriate processes to enable Data Subjects to exercise their rights under the PDPO 2025, including the right of access to Personal Data and the right to request correction of inaccurate or incomplete Personal Data. Where one Party receives a request from a Data Subject in relation to Personal Data Processed by the other Party, the receiving Party shall promptly notify the other Party and provide reasonable cooperation in responding to the request within the timeframes specified under the PDPO 2025.
When acting as Data Processor, each Party shall:
Each Party shall notify the other Party of any Personal Data breach as soon as practicable upon becoming aware of such breach, and in any event within the timeframe required by the PDPO 2025 and AITI guidelines. The notification shall include: (a) the nature of the breach, including the categories and approximate number of Data Subjects and records concerned; (b) the likely consequences of the breach; (c) the measures taken or proposed to address the breach; and (d) the contact details of the Party's data protection officer or designated contact. Where required by the PDPO 2025, the relevant Data Controller shall notify AITI and affected Data Subjects in accordance with the prescribed requirements.
The Parties acknowledge that BDS utilises Cloud Service Providers whose infrastructure may be located outside of Brunei Darussalam. Personal Data may therefore be transferred to, stored in, and processed in jurisdictions outside Brunei Darussalam in connection with the operation of the Platform.
Such cross-border transfers shall only occur where:
BDS shall maintain a register of all cross-border data transfers, including: the identity and location of each Cloud Service Provider and Sub-processor; the jurisdiction(s) where Personal Data is stored and processed; the categories of Personal Data transferred; and the safeguards relied upon. This register shall be made available to the Merchant upon reasonable request and to AITI upon demand.
BDS shall ensure that its Cloud Service Provider agreements include: (i) the right for BDS to audit or obtain audit reports on the provider's data protection and security practices; (ii) obligations for the provider to notify BDS of any data breach, government access request, or change in law that may affect the protection of Personal Data; and (iii) provisions for the return or deletion of Personal Data upon termination of the cloud services agreement.
Personal Data shall not be retained for longer than is necessary for the purposes for which it was collected, in accordance with the PDPO 2025. Each Party shall implement and maintain a data retention policy specifying retention periods for each category of Personal Data. Transaction records shall be retained for a minimum of seven (7) years for regulatory compliance purposes. Upon expiry of the applicable retention period, Personal Data shall be securely deleted or anonymised.
Where a type of Processing is likely to result in a high risk to Data Subjects (including but not limited to profiling, automated decision-making, or large-scale Processing), the relevant Data Controller shall conduct a Data Protection Impact Assessment prior to commencing such Processing, in accordance with the PDPO 2025 and AITI guidelines.
BDS shall designate a Data Protection Officer in accordance with the PDPO 2025. The Merchant shall be provided with the contact details of such person. Where required by the PDPO 2025, the Merchant shall also designate its own Data Protection Officer. Both Parties shall ensure their respective Data Protection Officers are appropriately qualified, as contemplated under the competency framework developed by AITI.
BDS shall maintain a list of approved Sub-processors (including Cloud Service Providers) and shall make such list available to the Merchant upon request. BDS shall notify the Merchant of any intended addition or replacement of a Sub-processor at least thirty (30) days in advance. The Merchant may object on reasonable grounds. BDS shall ensure that all Sub-processors are bound by data protection obligations no less onerous than those set out in the Agreement and the PDPO 2025.
The Merchant agrees that the Platform contains proprietary information and material that is owned by BDS or its licensors and is protected by applicable intellectual property and other laws, including but not limited to copyright. The Merchant agrees that it will not use such proprietary information or materials in any way except for use of the Platform in compliance with the Agreement. No portion of the Platform may be reproduced in any form or by any means, except as expressly permitted.
As between BDS and the Merchant, BDS shall own all right, title, and interest (including any Intellectual Property rights) in and to BDS's Derived Information, whether obtained or generated prior to, during, or after the Term. "BDS's Derived Information" means any information relating to or derived from the BDS Services, BDS's Platform, or BDS's websites, including End Users' access to, use of, or interactions with the foregoing. This includes information relating to the number and value of Transactions, End User traffic, and viewings of webpages, but excludes unprocessed form of the Merchant's Marketing Information.
During the Term, the Merchant grants to BDS a non-exclusive, royalty-free, and non-transferable licence to use, reproduce, distribute, and display publicly the Merchant's logo and/or trademark on or in connection with the Services, including on websites, social media, and promotional materials.
The Merchant retains ownership of all content, product listings, descriptions, images, and promotional content provided by the Merchant for use on the Platform. The Merchant is solely responsible for the accuracy, completeness, and legality of such content.
Each Party acknowledges that the Confidential Information of the other is valuable and agrees to treat as confidential all Confidential Information received from the other Party in connection with the Agreement. Neither Party will disclose such Confidential Information to any third party except to its employees, officers, agents, suppliers, and advisors who have the need to access the Confidential Information for such Party to perform its obligations, or as required by Applicable Law or government authorities.
In each case of legally required disclosure, the disclosing Party will, to the extent permitted under Applicable Law, give the other Party prior notice of such disclosure.
Upon termination of the Agreement or at the written request of the other Party, each Party will promptly return or destroy all material embodying Confidential Information of the other Party.
Fees for the Services are as specified in the Pricing Schedule of the applicable Service Addendum. BDS reserves the right to modify pricing solely to the extent of an increase in costs and pricing from a Third-Party Service Provider, as reasonably demonstrated in writing by BDS to the Merchant. Taxes and any government-mandated surcharges are not included in prices unless expressly indicated by BDS.
All charges stated in the Pricing Schedule exclude all duties, levies, sales, use, or equivalent taxes. The Merchant is responsible for the payment of all taxes and fees assessed or imposed on the Services. The Merchant will defend and indemnify BDS and any BDS Third-Party Service Provider from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim or action relating to tax liabilities that are the Merchant's responsibility.
Where applicable, the Merchant shall pay to BDS a monthly subscription fee for promotional and marketing services, as specified in the applicable Service Addendum.
The Merchant shall pay to BDS any additional costs specified in an invoice within thirty (30) days after BDS delivery of the invoice.
Material changes to commission rates, settlement terms, or fee structures shall require sixty (60) days' prior written notice. The Merchant may terminate without penalty within thirty (30) days of receiving notice of a material change.
BDS shall settle funds to the Merchant in respect of completed and verified Transactions, net of applicable Service Fees and deductions. The specific settlement process, timelines, and calculation methods shall be set forth in the applicable Service Addendum.
The Merchant shall bear all losses arising from any inaccuracies in its banking details provided during the onboarding process. BDS is not liable for any delays due to third-party fund transfers or the Merchant's bank crediting processes.
BDS reserves the right to change the settlement schedule or to suspend transfers to the Merchant:
BDS has the right to withhold transfers to the Merchant's account upon termination of the Agreement if BDS reasonably determines that it may incur losses resulting from credit, fraud, or other legal risks associated with the Merchant's account.
Any inquiry by the Merchant with respect to settlement shall be made via email to helpdesk@beep.solutions. The Merchant shall provide any information reasonably required by BDS. BDS will provide a written response within three (3) Business Days.
For every Transaction submitted for settlement, the Merchant shall provide BDS with: (i) the name of the Merchant; (ii) merchant category code; and (iii) MID or such information as reasonably requested by BDS from time to time.
The Merchant agrees that BDS has the right, at its sole discretion acting reasonably, to set off, withhold settlement of, or deduct any sums payable and liability of any nature from time to time due, owing, or incurred by the Merchant to BDS against any monies and liabilities owed by BDS. Circumstances include but are not limited to:
The Merchant shall not be entitled to retain or set off any amount owed to it by BDS against any amount due from the Merchant to BDS.
BDS and the Merchant shall use commercially reasonable efforts to launch and promote the BDS Services in an efficient and cost-effective manner as agreed upon by both Parties.
The Merchant shall display (if applicable) any brand or logo of BDS or any of the card schemes or wallet brands it represents, as provided by BDS.
The Merchant must ensure that its staff observe and understand the Merchant Guidebook provided by BDS in relation to the use of the Merchant App, Dashboard, and any peripheral hardware or equipment.
All marketing, advertising, and sales campaigns, along with all literature and materials associated therewith, must be pre-approved by BDS in writing, which approval shall not be unreasonably withheld or delayed.
The Merchant's Marketing Information includes due diligence information and any other business and/or promotional information as required by BDS from time to time.
Neither Party will issue any press release or make any public announcement pertaining to the Agreement without the prior written consent of the other Party, unless required by Applicable Law. Notwithstanding the foregoing, BDS may make statements about BDS's business or the BDS Services in general, including identifying the Merchant as a business partner.
THE PLATFORM AND BDS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDS DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
TO THE EXTENT NOT PROHIBITED BY LAW, BDS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS OR INCOME, LOSS OR CORRUPTION OF DATA, BUSINESS LOSS OR INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE MERCHANT'S USE OR INABILITY TO USE THE PLATFORM. BDS'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE FEES RECEIVED FROM THE MERCHANT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE APPLICABLE CLAIM AROSE; OR (B) BND 5,000.
NOTHING IN THE AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (A) FRAUD OR FRAUDULENT MISREPRESENTATION; (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (C) BREACH OF DATA PROTECTION OBLIGATIONS UNDER THE PDPO 2025; OR (D) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
The Merchant agrees, to the extent permitted by law, to indemnify and hold BDS, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of: (a) the Merchant's breach of the Agreement; (b) the Merchant's use of the Platform; (c) the Merchant's products or services; (d) any action taken as part of an investigation of a suspected violation; or (e) any tax liabilities that are the Merchant's responsibility.
BDS agrees, to the extent permitted by law, to indemnify and hold the Merchant harmless with respect to third-party claims arising directly from: (a) BDS's material breach of its data protection obligations under the PDPO 2025; (b) BDS's gross negligence or wilful misconduct in the operation of the Platform; or (c) any infringement of third-party intellectual property rights by the Platform itself (excluding Merchant content).
The MSA shall commence on the Effective Date and continue for one (1) year (the Initial Term). On each annual anniversary (each a "Renewal Date"), the Agreement shall automatically extend for successive one (1) year periods, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the applicable Renewal Date.
Each Service Addendum may specify its own term. Termination of a Service Addendum shall not terminate the MSA or other Service Addendums unless expressly stated.
Prior to terminating for Merchant breach (except in cases of fraud, AML violations, or illegal activity), BDS shall: (a) issue a written notice specifying the breach and required remedial actions within fourteen (14) Business Days; (b) if unremedied, suspend access for up to thirty (30) days; (c) if still unremedied, terminate with immediate effect upon written notice.
BDS may terminate immediately without prior notice if the Merchant:
The Merchant may terminate the Agreement with immediate effect if BDS fails to perform or otherwise materially breaches any of its obligations and the failure continues for thirty (30) Business Days after the Merchant delivers written notice reasonably detailing the breach.
Upon termination:
The Parties shall first attempt resolution through good faith negotiation within fourteen (14) Business Days of written dispute notice.
If unresolved within thirty (30) days, either Party may refer the dispute to mediation. Mediation costs shall be shared equally.
If unresolved through mediation within sixty (60) days, the dispute shall be settled by arbitration under UNCITRAL Rules. The appointing authority shall be the President of the Law Society of Brunei Darussalam. One (1) arbitrator. Place: Bandar Seri Begawan. Language: English.
Claims below BND 5,000 may be submitted to the relevant small claims process under Brunei Darussalam law.
Neither Party shall be liable for failure to perform if caused by circumstances beyond reasonable control, including strikes, acts of God, war, riot, terrorism, epidemic, pandemic, government-mandated lockdowns, cyberattacks, or systemic Cloud Service Provider failures ("Event of Force Majeure"). The affected Party shall give prompt notice and use reasonable efforts to mitigate. If an Event of Force Majeure continues for more than forty-five (45) working days, either Party may terminate without further liability, except that the Merchant remains liable for unpaid amounts and BDS shall settle outstanding amounts within fifteen (15) Business Days of termination.
Except as otherwise provided, notices shall be given in writing, addressed to the Party at its address listed in the MSA or as otherwise designated, by personal delivery, first class mail (postage prepaid), overnight courier, or email. Notices shall be deemed given when mailed, delivered, or receipt confirmed.
The Agreement may be supplemented, amended, or modified only by mutual written agreement signed by both Parties. No supplement, amendment, or modification shall be binding unless in writing and signed by all Parties. For material changes initiated by BDS, sixty (60) days' prior written notice is required. For non-material changes, thirty (30) days' notice. The Merchant may terminate without penalty within thirty (30) days of receiving notice of a material change.
Neither Party may assign the Agreement or any of its rights or obligations without the other Party's prior written consent.
The Agreement (comprising the MSA, all Service Addendums, these Terms, Schedules, the Privacy Policy, and any NDA) is the complete agreement between the Parties concerning the subject matter and supersedes any prior agreement, whether oral or written. There are no conditions, understandings, collateral agreements, representations, or warranties expressed or implied that are not specified in the Agreement.
If any provision of the Agreement is void or unenforceable, such determination shall not affect the validity or enforceability of any other provision.
The waiver by either Party of any right must be in writing and signed by such Party. Any waiver will not constitute a subsequent or continuing waiver of such right or of any other right under the Agreement.
The Merchant shall provide financial statements and other information concerning the Merchant (including its affiliates) and the Merchant's compliance with the Agreement as BDS may reasonably request. The Merchant authorises BDS to obtain from third parties financial and credit information relating to the Merchant. Upon request, the Merchant shall provide BDS reasonable access to the Merchant's facilities and records for inspection.
Where applicable, a refundable security deposit of Two Hundred Dollars (BND 200.00) per terminal shall be delivered by the Merchant to BDS upon execution of the relevant Service Addendum. On termination, BDS shall refund the security deposit pending return of equipment in proper working condition.
The Parties agree that electronic signatures shall be as valid as original signatures and effective to bind the Parties. Electronically signed documents shall be deemed to be "written," to have been signed, and to constitute an original business record. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents.
The Merchant must maintain a comprehensive and reliable system to record Transaction Information, including date and time, Transaction value, products/services purchased, Merchant name, category code, and MID. The Merchant must maintain Transaction Information for a minimum period of five (5) years after the Transaction. BDS and its agents, partners, service providers, and/or regulatory authorities shall have the right to access such information upon reasonable request, within three (3) Business Days.
The Agreement shall be governed by and construed under the laws of Brunei Darussalam, without regard to its principles of conflict of laws. The PDPO 2025 shall apply to all matters relating to the Processing of Personal Data.
The rights and obligations which by their nature must survive termination shall survive, including Sections 4 (Data Protection), 5 (Intellectual Property), 6 (Confidentiality), 7 (Pricing), 9 (Setoff), 11 (Liability), 12 (Indemnification), 15 (Dispute Resolution), and 18 (Governing Law and Survival).
The Merchant acknowledges and agrees that the following products and services are prohibited from being offered, sold, or transacted through the BDS Platform. BDS may update this list upon thirty (30) days' written notice.
| # | Prohibited Product or Service |
|---|---|
| 1 | Products or services illegal under Brunei Darussalam law |
| 2 | Alcoholic beverages (unless expressly authorised by BDS in writing) |
| 3 | Tobacco products, e-cigarettes, vaping products, and accessories |
| 4 | Controlled substances, narcotics, or prescription pharmaceuticals |
| 5 | Products infringing third-party intellectual property rights |
| 6 | Obscene, defamatory, or offensive products or services |
| 7 | Weapons, firearms, ammunition, or explosives |
| 8 | Counterfeit or pirated goods |
| 9 | Products subject to governmental recall |
| 10 | Any product BDS determines poses reputational or legal risk to the Platform |
| Purpose | Contact |
|---|---|
| General Enquiries | helpdesk@beep.solutions |
| Critical Support (Cat 0 & 1) | criticalsupport@beep.solutions | +673 7455000 |
| Settlement Enquiries | helpdesk@beep.solutions |
| Data Protection Officer | dpo@beep.solutions |
| Registered Address | Unit 9, 2nd Floor, Spg 32-37, iCentre Block B28, Kg Anggerek Desa, Jalan Berakas, Brunei Darussalam |
— End of General Terms and Conditions —