MERCHANT PAYMENT AGREEMENT

THIS MERCHANT PAYMENT AGREEMENT (hereinafter “Agreement”) is made on the date set out in the myscanpay Merchant Registration Summary (hereinafter “Effective Date”) between: 1. Scanpay Sdn Bhd (1235895-M), a company incorporated in Malaysia and having its business address at No. 06-01, Jalan Austin Perdana 2/23, Taman Austin Perdana, 81100 Johor Bahru, Johor(hereinafter “Scanpay”), of the one part; and 2. THE PAYMENT MERCHANT WHOSE DESCRIPTION IS SET OUT IN THE MYSCANPAY MERCHANT REGISTRATION SUMMARY (hereinafter “Payment Merchant”), of the other part.

Scanpay and the Payment Merchant are hereinafter collectively referred to as the “Parties” and individually as the “Party” as the context may require.

RECITALS

Scanpay desires to appoint the Payment Merchant to be one of its non-exclusive authorised merchants for Payment Services made through Scanpay’s e-Wallet mobile applications and the Payment Merchant desires to accept Scanpay’s appointment to be Scanpay’s non-exclusive authorised payment merchant.
The Parties now enter into this Agreement to regulate and set out the boundaries of their relationship.
As such and in consideration of the terms, conditions, mutual covenants, undertakings and other good and valuable consideration as contained in this Agreement the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

DEFINITIONS & INTERPRETATION
Definitions: In this Agreement, the following expression shall unless the context otherwise requires have the meaning respectively assigned to them:-

“AMLA”

means Anti Money Laundering and Anti-Terrorism Financing Act 2001 and any amendments and/or supplements in relation thereto.

“Affiliate”

means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority; or the power to direct the policies, affairs or management of a party.

“Agreement”

means this Merchant Payment Agreement entered into by Scanpay and the Payment Merchant inclusive of the recitals, annexes and myscanpay Merchant Registration Summary, but subject to any amendments as may be mutually agreed by the Parties in writing from time to time.

“Applicable Laws”

means Malaysian laws and regulations (including but not limited to directives and guidelines issued by Bank Negara Malaysia).

“Mobile Operators”

means mobile communication network operators holding an authorised license from their regulator.

“Payment Services”

means a mobile application provided by Scanpay which shall include but is not limited to the Scanpayor myscanpay mobile apps. and any other application to which Scanpay connects with and/or approves for the Merchant to accept payment for goods and/or services and/or any other transactional feature that may be approved for use by the Merchant corresponding to the business requirement of Scanpay its Affiliates, commercial partners, agents, assignees, proposed assigns, service providers, vendors or anyone Scanpay assigns its rights to and/or as required by technological advancement from time to time.

“Confidential Information”

means all information whether disclosed orally, in writing or in electronic form (whether marked confidential or otherwise) in connection with or in relation to this Agreement including but not limited to: (i) the terms and conditions of this Agreement; (ii) all information relating to the Wallet Holder, Payment Services; (iii) all other information relating to the affairs or business of the Parties which may come into the other Parties’ possession prior to or during the course of this Agreement including but not limited to information or data of or belonging to its Affiliates or the Wallet Holder, the Parties’ business plan or information, marketing data or strategies, costs, pricing, operational processes and financial information and affairs, technical and operational information, specifications, computer programs, drawings, schematics, notices, models, reports, samples, know-how, trade secrets, ideas, concepts, and other information or data arising or used in connection with the Payment Services; and (iv) other information proprietary to either Party which by its nature, or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential.

“Fraudulent transactions”

means any transaction that is unusual, irregular, suspicious and/or unauthorized.

“Good Industry Practice”

means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected to be exercised by operator engaged in the same type of undertaking under the same or similar circumstances and conditions having taken into account the prevailing state of technology, methodology, processes and resolution processes that are generally accepted to be the industry standard at the relevant time.

“Intellectual Property Rights”

means any intellectual property right such as all kinds of patents, copyrights and design rights (whether registered or not) and applications for any of such rights and all rights of know-how, whenever and howsoever arising, and all renewals and extensions of any intellectual property rights.

“Scanpay’s e-Wallet”

means either or both of the mobile electronic wallets offered by Scanpay under the Scanpay ormyscanpay apps and which Wallet Holders may use for various e-money services transactions including Payment Services.

“Wallet Holder”

means any registered subscriber of Scanpay’s e-Wallet.

“Territory”

means Malaysia.

Interpretation: In this Agreement, unless the context otherwise requires:-
words importing the masculine gender include the feminine and neuter genders and vice versa;
words importing the singular number include the plural and vice versa;
except where otherwise stated, references to any legislation statute rule or order shall be deemed to include every statutory extension, modification, amendment, re-enactment or replacement of it for the time being in force and every by-law, statutory instrument, rule, order, notice, direction and regulation from time to time made or in force under it.
references to clauses, schedules, annexes and appendices herein shall be reference to clauses, schedules and appendices of this Agreement and which shall be read and construed as an essential part of this Agreement;
headings, sub-headings, titles of sections and articles are inserted solely for convenience or reference purposes only and shall not constitute a part of this Agreement, or affect its meaning or construction;
the expression “person” includes corporation and natural persons;
where any word or expression is defined in this Agreement, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined;
any technical term not specifically defined in this Agreement shall be construed in accordance with the general practice of those in that profession in Malaysia;
where the day on or by which the performance of any act or obligation falls on a day which is not a working day, that act or obligation shall be performed on the next succeeding working day;
for the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specified period after or from a specified date;
wherever there shall appear any reference to a time within which an act should be done or agreement reached or consent given, such reference shall be deemed to be read as including the expression “or any other period agreed in writing between the Parties from time to time”;
any agreement, covenant, undertaking obligation or duty on the part of either of the Parties which comprise more than one person or entity shall be joint and several; and
where the context so admits, references to Scanpay may incorporate a reference to Y3llowlabs or other Scanpay Affiliates.

SCOPE OF APPOINTMENT
The Payment Merchant shall at all times accept the payment made through Scanpay’s e-Wallet in accordance with the terms and conditions of this Agreement PROVIDED ALWAYS the Payment Merchant shall not begin offering Payment Services until, inter alia Scanpay has reviewed and approved the Payment Merchant in accordance to the requirements to comply with all relevant laws, rules and regulations intended to detect and prevent money laundering and terrorist financing as well as such other credit and operational requirements of Scanpay.
During the term of this Agreement and strictly in accordance with applicable laws, rules and regulations and in a manner consistent with this Agreement, Scanpay hereby appoints the Payment Merchant to act as its non- exclusive authorized merchant that performs the Payment Services when a Wallet Holder utilizes the Scanpay’s e-Wallet to transact, make a purchase for goods and services.
The Payment Merchant thereby accepts the appointment as a non-exclusive Payment Merchant for Payment Services and agrees to perform all of its obligations under this Agreement in accordance with the terms and conditions outlined herein during the term and strictly in accordance with applicable laws, rules and regulations and in a manner consistent with this Agreement.
Nothing contained in this Agreement shall be construed to limit Scanpay’s right to appoint any other party as one of its non-exclusive Payment Merchants to offer Payment Services.
Without prejudice to the remaining provisions of this Agreement, Scanpay reserves the right:-
to limit, block, suspend or terminate the Payment Merchant’s account, at any time with or without notice and without assigning any reasons for it, if Scanpay detects any unusual, irregular, suspicious, fraudulent or unauthorized activity on the Payment Merchant’s Account, or suspect misuse of Account, or there is a contravention, non-adherence to AMLA or breach by the Payment Merchant of any provision of this Agreement after acceptance as a Payment Merchant;
to decline to accept any transaction received from the Payment Merchant;
to vary the Merchant Discount Rate or commission (if any) of the Payment Services; and
to vary the Payment Services by making such changes as Scanpay thinks fit.
The Payment Merchant must use Good Industry Practice to promote the acceptance of the Payments Services and must not do anything adverse that may prevent or interfere with the development of Scanpay’s trade.
The Payment Merchant must not make any representations or give any warranty or guarantee in respect of the Payment Services without the authority in writing of Scanpay.
In the event that the Payment Merchant desires to operationalize the Payment Services to its point-of-sale system, online payment platform and/or any other platform or systems, the Payment Merchant shall be responsible to integrate its systems and platform to Scanpay’s Payment Services platform in accordance with Scanpay’s requirements and at its own cost and expense.

DURATION OF AGREEMENT

This Agreement shall commence on the Effective Date and shall remain in force for a period of one (1) year (“Initial Term”) and shall after the expiry of the Initial term be automatically renewed for successive periods of one (1) year unless terminated in accordance with termination provisions as stipulated in this Agreement.

OBLIGATIONS OF SCANPAY

Scanpay shall use the Good Industry Practice to ensure sustainable functionality of the Payment Services. However, while Scanpay undertakes to ensure full functionality, Scanpay shall not be responsible in the event of failure or outage on the part of any Mobile Operators including but not limited to failure of software application, equipment, facilities or network downtime.
Merchant Fee
The Merchant Fee agreed between the Parties is specified in the myscanpay Merchant Registration Summary. This rate may be varied from time to time and Scanpay shall notify the Payment Merchant of such change at least forty-eight (48) hours before such rate is implemented.

OBLIGATIONS OF THE PAYMENT MERCHANT

The Payment Merchant shall:
accept Scanpay’s e-Wallet as the mode to accept payments for the purchase of any goods and/or services;
prominently display at its premises Scanpay’s Payment Services and other marketing materials supplied by Scanpay and promote the use of the Payment Services to its customers;
not charge or cause the Wallet Holder to incur any fee for the use of Scanpay’s e-Wallet to make a purchase for any goods or services;
submit any inquiries pertaining to the Payment Services requiring Scanpay’s input so as to enable Scanpay to attend to the same effectively and without delay;
manage and resolve any dispute raised by the Wallet Holder in respect to goods sold or services rendered by the Payment Merchant;
comply with all provisions of this Agreement, operating processes and procedures set by Scanpay for the Payment Services, all applicable laws, including representations and warranties and the provision governing AMLA;
not and shall ensure that its employees do not tamper, hack, modify, corrupt or otherwise attempt any of the foregoing in connection with the security or functionality of the Payment Services and its underlying platform, applications or systems;
not use the Payment Services in such a manner as may adversely affect the reputation of Scanpay or its Affiliates in any way whatsoever.
Licence, permits and approvals
The Payment Merchant shall at its own expense and cost, maintain all licences, permits, approvals, registrations, consents and/or certifications from the relevant authorities for the provision of the Payment Services.

Records & Transaction History The Payment Merchant shall:-
where applicable keep and maintain proper records of the payments received including but not limited to the records of all transactions pertaining to the Payment Services (whether successful or otherwise);
be granted access to the web portal to view their transaction history.
Reconciliation and Reports
The Payment Merchant shall:-

conduct reconciliation of its daily transaction records with the records provided by Scanpay by means of the mobile app or merchant dashboard. Any errors or omission shall be addressed promptly. Any discrepancies shall be notified to Scanpay immediately;
provide any other reports as may be required by Scanpay from time to time.
System and Security Requirements
The Payment Merchant agrees to comply with the security requirements for the Payment Services as specified by Scanpay from time to time. The Payment Merchant undertakes to ensure adequate security to prevent unauthorised access to its mobile device which is used in providing the Payment Services. The Payment Merchant shall ensure that confidentiality, integrity and security of any data transmitted within and stored in the system is protected against non-authorised disclosure at all times.

SETTLEMENT

Settlement shall be done by Scanpay based on the agreed Fees nett of GST and other applicable taxes (if applicable) to the Payment Merchant within the period specified in the myscanpay Merchant Registration Summary.
The Payment Merchant shall conduct and perform daily financial reconciliation for all transactions. Daily reconciliation report can be viewed at the merchant app or web portal. Any transactional discrepancies detected will be immediately notified to Scanpay in writing and separated from the batch and handled individually by the Parties.
All payments due by the Payment Merchant to Scanpay and/or any commission payment from Scanpay to the Payment Merchant shall be pursuant to amounts as reflected in the statement of account in the web portal and shall be paid to the Payment Merchant’s Bank Account stipulated in the myscanpay Merchant Registration Summary.
Scanpay and the Payment Merchant shall resolve all discrepancies within five (5) working days.
The Payment Merchant shall be liable for all discrepancies arising from any errors, default, negligence, act and/or omission by the Payment Merchant and/or its system.

PAYMENT MERCHANT INQUIRIES AND COMPLAINTS

Scanpay shall be responsible for dealing with inquiries and complaints in respect of the Payment Services which are made by Payment Merchant.

ADVERTISING AND PROMOTION

Neither Party shall use the other Party’s names, marks in any advertising, promotional efforts or any publicity of any kind without the prior written permission of the other Party unless otherwise expressly provided in this Agreement.

COMPLIANCE WITH APPLICABLE LAWS

General Requirements
Each Party agrees to comply with all applicable laws, rules and regulations (including but not limited to laws, rules and regulations regarding e-money, anti-money laundering and counter financing of terrorism, privacy and protection of personal data, record keeping, suspicious transaction reporting and currency controls) during the term of this Agreement. If either Party becomes aware of any existing or proposed law, rules and regulations which could affect the Payment Services, then such Party will use its best efforts to provide the other Party with such details as are reasonably available to such Party.
Each Party represents that all necessary approvals, consents, licenses and authorizations required to perform its respective obligations under this Agreement in connection with the provision of the Payment Services has been obtained. Each Party further covenants that it will take all actions necessary to ensure that they remain in full force and effect throughout the term of this Agreement. Each Party further represents that there is no restriction, covenant or obligation binding on each of them which prohibits, prevents or limits its performance hereunder.
The Payment Merchant shall ensure the safe operation of Payment Services business and operate in a manner that is consistent with Scanpay’s business requirement in respect of the provision of Payment Services.

COMPLIANCE PROCESS AND THE KNOW YOUR CLIENT (“KYC”) PROCEDURE

Scanpay shall receive and verify documentation in respect to the Payment Merchant’s incorporation status. The nature and sufficiency of the documentation shall be specified by the Compliance Department of Scanpay.
A due diligence process will be carried out by the Compliance Department of Scanpay. The Payment Merchant’s account will only be created after the Compliance Department at Scanpay approves the Payment Merchant’s status as a Payment Merchant and the Payment Merchant accepts the terms of this Agreement.
Scanpay reserves the right to decline the Payment Merchant’s application as Payment Merchant or suspend, block or terminate the Payment Merchant’s account, at any time with or without notice and without assigning any reasons if the Payment Merchant’s incorporation status does not conform to applicable laws or if Scanpay suspects that the Payment Merchant’s account has been misused or that the Payment Merchant has acted in violation of applicable laws or in contravention of the terms and conditions of this Agreement.

MUTUAL WARRANTIES AND REPRESENTATIONS

Both Parties expressly warrant and represent to each other the following:
both Parties have the requisite authority and necessary corporate powers to enter into and perform its obligations under this Agreement and its respective designated officers, as applicable, are duly authorized by their respective directors and shareholders to bind them by signing this Agreement;
the execution and performance of this Agreement does not and shall not violate or conflict with any undertaking, agreement, contract or arrangement which the respective Parties may have with any third party or any law, regulation, ruling, administrative or judicial decision or policy of any government authority;
both Parties have the authority and legal capacity to enter into this Agreement and is not under any disability, restriction or prohibition which prevents it from performing or adhering to any of its duties or obligations under this Agreement;
both Parties shall perform their obligations promptly and in a proper and efficient manner and in accordance with this Agreement and all applicable laws of Malaysia at all times.

ASSUMPTION OF RISK, INDEMNITY AND INSURANCE

Assumption of Risk
The Payment Merchant assumes all risks and losses arising from or in connection with offering the Payment Services including all loss arising from misuses, theft, burglary, forgery, robbery or other crime, destruction, mysterious disappearance and all other similar or dissimilar causes of loss and the Payment Merchant shall indemnify Scanpay and Affiliates against all consequent liability, loss and expenses incurred by Scanpay.

Indemnity
Except to the extent of Scanpay’s sole negligence, the Payment Merchant shall indemnify hold harmless and defend Scanpay, its Affiliates, directors and employees from any and all claims, demands, litigation, expenses, liabilities penalty, fine or the like (including costs and legal fees sustained or paid) of every nature arising under any statute or common law pursuant to this Agreement for:-

death or personal injury to persons or damage to tangible property;
breach of Confidential Information or laws pertaining to personal data;
for infringement of any third party Intellectual Property Rights arising out of or incidental to this Agreement;
any act or omission by the Payment Merchant and/or the employees of the Payment Merchant in connection with Payment Services which directly causes Scanpay to suffer any loss or damages;
breach or non-observance of any of the representations, warranties, obligations or Applicable Laws in connection with this Agreement.
This provision shall survive the termination or expiration of this Agreement.

AUDIT AND INSPECTION

The Parties acknowledge that the activities of Scanpay are subject to review by Bank Negara Malaysia and/or other government authorities. The Payment Merchant hereby agrees to provide full co-operation to officers of Bank Negara Malaysia and/or any other government authorities, including allowing unrestricted access to its premises or any document or information as may be required by the officers relating to this Agreement including any document or information relating to the Wallet Holders for the purpose of conducting audit and inspection from time to time.
In addition, the Payment Merchant agrees and consents to be subjected to the audit by the internal and external auditors of Scanpay on a periodical basis and agrees to provide full co-operation to the auditors to enable them to carry out their audit.
The Payment Merchant undertakes to take immediate action to address issues raised by the officers of any government authorities in its audit and inspection and the issues raised by the internal and external auditors of Scanpay.

NOTICES

Any notice, request, demand or other communications required by this Agreement to be given by either Party to the other shall be delivered by hand, sent by email or sent by registered post to such other Party at their respective address given herein. Any notice sent by hand shall be deemed to have been received on the day on which it was delivered, any notice sent by email shall be deemed delivered as soon as the same is sent however that any such notice, demand, request or other communication shall be deemed effective on the date of transmission thereof by email and any notice sent by registered post shall be deemed delivered falls on a day which is not a Business Day, such notice shall only be deemed to have been received on the next day which is a Business Day.

Address for services for the respective Parties shall be as follows unless otherwise advised in writing from time to time:-

If to Scanpay:

If to Payment Merchant:

SCANPAY SDN BHD

No. 06-01, Jalan Austin Perdana 2/23, Taman Austin Perdana, 81100 Johor Bahru, Johor. Email: support@Scanpay.com.my

To the address set out in the Merchant Registration Summary or as provided by the Payment Merchant from time to time.

RECORD KEEPING AND AUDIT

Records
The Payment Merchant shall keep records of all Payment Services transactions and retain the required supporting documents for a period of seven (7) years or as required by law.
The Payment Merchant shall use the records and information contained therein only in the performance of the Payment Services and only as provided in this Agreement and ensure that the confidentiality of the Wallet Holder’s information or documents are preserved at all times in accordance with Section 133 of the Financial Services Act 2013.
Access and Audit
The Payment Merchant shall ensure that at all times during normal business hours, with or without notice to the Payment Merchant, Scanpay and its representatives or Bank Negara Malaysia and its representatives will be given access:-

to the Payment Merchant’s premises in order to review, examine, audit and make copies of and abstracts from all books, records and documents (including without limitation, computer tapes and disks) in the possession of the Payment Merchant or under its control relating to Payment Services;
to interview and discuss with any of its officers or employees matters relating to Payment Services, its internal controls and its performance of this Agreement;
to conduct such investigations as Scanpay may deem necessary to confirm that the Payment Merchant is in compliance with this Agreement, applicable laws, rules and regulations and in a manner consistent with this Agreement and.

TRADEMARKS

Scanpay hereby warrants and represents that Scanpay is the owner of the “Scanpay” brand name.
All marks used in connection with the Payment Services are collectively referred to as the “Scanpay Marks”. Scanpay hereby grants to the Payment Merchant a non-exclusive, non-transferable, limited licence to use the Scanpay Marks solely in connection with the utilization of the Payment Services by the Payment Merchant.
The Payment Merchant agrees to use the Scanpay Marks only in the form and manner approved in writing by Scanpay or its Affiliates as the case may be and further agree to comply with any instructions or guidelines issued to it by Scanpay to ensure the proper protection of Scanpay’s proprietary or other interest in the said Scanpay Marks under the laws of Malaysia. The Payment Merchant further agrees that neither this licence nor the Payment Merchant’s use of the Scanpay Marks shall convey to the Payment Merchant any right, title or interest in them or affect in any way Scanpay’s exclusive rights thereof.
The Payment Merchant shall fully indemnify Scanpay and/or its Affiliates from and against all demands, claims, actions, proceedings, damages, losses, liability, claims, costs and expenses of whatsoever nature (including without limitation legal expenses on a solicitor and client basis) and any claims of any Wallet Holder or third party from or in any way attributed to any default, neglect, or act and/or omission by the Payment Merchant or its employees or agents, which is inconsistent with Scanpay’s or its Affliates’ Intellectual Property Rights to the Scanpay Marks.
The Payment Merchant hereby grants to Scanpay and its Affiliates the non-exclusive licence to use its trademark solely in connection with the distribution, sale and/or marketing of the Payment Services.

INTELLECTUAL PROPERTY RIGHTS

Each Party shall retain all rights, title and interest to its own Confidential Information and Intellectual Property Rights.
The Payment Merchant may use the Intellectual Property Rights relating to Payment Services including the mobile applications and any literature supplied by Scanpay in connection with them only as expressly authorised by Scanpay, and must comply with Scanpay's instructions relating to the form and context in which the Intellectual Property Rights and literature are used.
The Payment Merchant acknowledges that:-
it has no rights in or to Scanpay’s and/or its Affiliates’ Intellectual Property Rights and that it shall use such Intellectual Property Rights only during the term of this Agreement on the terms set forth herein;
it must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property Rights might be diminished or jeopardized;
it must not hack, reverse engineer, misuse or in any way tamper with the mobile application and underlying codes, platform or system in connection with the Scanpay e-Wallet; and
it must inform Scanpay immediately of any infringement or apparent or threatened infringement of Scanpay’s and/or its Affiliates’ Intellectual Property Rights and of any passing off of any such Intellectual Property Rights of which it may become aware. It must on request assist Scanpay to deal with such infringements.
Each Party hereby agrees to indemnify and keep indemnified the other Party (and its Affiliates where applicable) against any loss, cost, expenses, demands, liabilities or damage, whether direct or indirect, for any infringement of the other Party’s Intellectual Property Rights arising out of or incidental to the performance or its breach of any provisions of this Agreement.
The indemnity referred to hereinabove shall be granted whether or not legal proceedings are or have been instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
Each Party shall notify the other Party as soon as practicable of any infringement, suspected infringement or such alleged infringement of the Intellectual Property Rights of any third party.
Without prejudice to the Intellectual Property Rights owner to defend a claim alleging such infringement, the other Party shall, upon the request of the Intellectual Property Right owner and at the other Party’s expense, conduct the defence of such a claim by a third party which alleges the infringement of the said Intellectual Property Rights. The other Party shall observe and adhere to the Intellectual Property Rights owner’s directions relating in any way to that defence or to negotiations for settlement of the claim or legal proceedings.
All losses, costs, expenses, demands, liabilities or damage incurred or suffered by the Intellectual Property Rights owner as a result of the infringement of the said Intellectual Property Rights by the other Party shall be reimbursed by the other Party within fourteen (14) days of receipt of the Intellectual Property Rights owner’s written demand for the same.

CONFIDENTIALITY

Confidentiality means any data or information (whether marked “Confidential” or otherwise), in whatever medium including, without prejudice to the generality of the foregoing, all information, financial, statistical, business, commercial or personnel data, business plans, commercial terms, business relationships of the party concerned and respective documents in connection therewith, samples, documents, technical data and know-how, including, but not limited to, that which relates to research, products, services, markets, intellectual property rights, all data concerning the information technology system and operations, program development and configuration, software developments, software programs, photographic, inventions, processes, designs, drawings, engineering, marketing, media and advertising strategies, technical, operations or systems, finances, customer database, customer information/details/lists, any data or information relating to operations and businesses of the Parties related corporations, Affiliates, associated companies and their businesses and any other information, which is provided by the one Party to the other in written, printed, electronic or other tangible form, or if given orally or visually, is summarized in writing, relating to the dealings between the parties, the business affairs and products and services of either Party, (as the case may be).
Duty to Keep Information Confidential
Confidential Information is a valuable proprietary asset of the Parties. Both Parties shall limit the dissemination of the Confidential Information received from the other to its directors, shareholders, employees and Affiliates (“Representatives”) who have a need to receive such information for the purpose of carrying out its obligations under the Agreement or to comply with any law or regulation applicable to it on a “need to know" basis. The Parties and/or their respective Parties Representatives will treat as strictly confidential all Confidential Information that is provided in connection with this Agreement. Both Parties will not disclose or duplicate Confidential Information of the other to anyone not having a need to know in connection with the performance of this Agreement and will not use the Confidential Information except in connection with the performance of this Agreement or to comply with any law or regulation applicable to it. Both Parties will take the necessary steps needed to ensure that its Representatives preserve the confidential obligations hereunder.

Obligations as to Confidence
The Parties shall, in respect of the Confidential Information, apply the same degree of care, but no less than a reasonable degree of care, as it applies with respect to its own confidential information of like importance, and shall also act as follows:-

shall receive and hold strictly in confidence any or all Confidential Information disclosed by the other Party and ensure all reasonable security precautions and necessary arrangements in the safekeeping of the Confidential Information are applied and not to disclose the Confidential Information to any other person or third party unless otherwise mandated by law or a judicial order of a court of competent jurisdiction, or except as provided hereinafter;
shall not disclose or use any of the Confidential Information in any other way or for any other purpose than for the purposes as contemplated under this Agreement;
shall make the Confidential Information available only to its Representatives who have a need to know such information being directly involved in the implementation of the obligations under the Agreement and whom shall abide by the confidentiality obligations of this Agreement;
shall not disclose to any other parties the obligations under the Agreement or of any of the terms, conditions, facts or status relating to the said Agreement or the business relationship hereunder, without prior consent of the other Party, unless otherwise required by law, regulation of legal process;
to promptly destroy or return all samples, documents and other instruments furnished hereunder and containing Confidential Information upon either Parties request, save and except the retention of any document as required by law, rule, regulation, any judicial, governmental, supervisory or regulatory body;
to treat all Confidential Information as confidential and secret, regardless of when and how it is disclosed or obtained and the form in which it is disclosed or obtained; and
be liable for any:-
loss, theft or inadvertent disclosure of Confidential Information; and
unauthorized disclosure of Confidential Information by persons, including but not limited to, present and former employees to whom the Parties has the right to disclose Confidential Information under this Agreement;
PROVIDED ALWAYS that the receiving Party shall not be liable for such inadvertent or unauthorized disclosure if it has used the same degree of care in safeguarding such Confidential Information as it uses for its own confidential information, but not less than a reasonable degree of care and UPON becoming aware of such inadvertent or unauthorized disclosure, notifies the disclosing Party and has taken reasonable measures to mitigate the effects of such disclosures and to prevent any further disclosures; and:

notify the disclosing Party promptly in writing of any misuse or misappropriation of Confidential Information of which may come to the attention of the receiving Party; and
to promptly notify the disclosing Party in advance of any disclosure of Confidential Information if required by law or where the receiving Party has reason to believe that there has been a breach of the terms and conditions of this Agreement.
If there is any uncertainty as to whether any information is confidential, that information must be treated as Confidential Information unless notified in writing to the contrary.

Duty to Keep This Agreement Confidential
The Parties will maintain the confidentiality of this Agreement and its terms and will not disclose this Agreement or its terms to any third party, provided however, that either Party may disclose this Agreement or its terms:-

as required by applicable laws,
to its Representatives only to the extent that such disclosure is needed by these entities to perform or comply with this Agreement, to comply with any law or regulation or for internal management reporting purposes; and
to its accountants, legal advisors and financial advisors.
Duty to Notify Other Party of Any Mandated Disclosure
The Parties hereby agree, to the extent permissible and practicable, to notify the other Party immediately if it receives a subpoena or other legal process referring to Confidential Information or documents containing Confidential Information and will cooperate in any reasonable effort with each other in terms of compliance with or to contest the legal process.

The obligations pursuant to this Clause shall survive the termination or expiry of this Agreement.

DATA PROTECTION

The Parties shall at all times comply with the provisions of the Data Protection Laws including the Personal Data Protection Act 2010 in dealing with any personal data provided by either Party to the other pursuant to this Agreement, and also the secrecy provisions of the Financial Services Act 2013.

SECURITY

The Payment Merchant expressly and irrevocably confirms that its employees performing Payment Services have no record of criminal convictions involving drugs, assaultive or combative behaviour, or theft within the last seven (7) years.
The Payment Merchant understands that such employees, sub-contractors and agents may be subject to criminal history investigations by Scanpay at Scanpay’s own expense.
Scanpay may remove from or refuse the Payment Merchant, its employees, subcontractors and merchant, entry and re-admission to Scanpay’s site, property or facility, who is, in the reasonable opinion of Scanpay, not conforming to these requirements or not a fit person to be allowed at Scanpay’s site, property or facility. Scanpay may at its discretion, search any personnel appointed by the Payment Merchant or their vehicles or equipment upon any of Scanpay’s site, property or facility or upon entry to and departure from Scanpay’s site, property or facility.
The Payment Merchant shall ensure that any employees assigned to perform the Payment Services are aware of and comply with these requirements.

FORCE MAJEURE

Neither Party shall be liable for failure to perform solely caused by force majeure events beyond their reasonable control. For the avoidance of doubt, force majeure events include acts of God, explosion, fire, accident, war, hostilities, invasion, acts of foreign enemies, riot, civil commotion and disorder (hereinafter referred to as “Force Majeure”).
The Party experiencing the Force Majeure events shall notify the other Party as soon as reasonably possible, and shall cooperate in minimizing the impact of such Force Majeure. If such circumstances occur for a continuous period in excess of thirty (30) days, the injured Party may elect to terminate this Agreement, in whole or in part upon written notice.

SCANPAY’S RIGHT TO SUSPEND AND/OR TERMINATE

Scanpay may at its sole and absolute discretion, limit, block, suspend or terminate the Payment Merchant or suspend the Payment Services carried on by the Payment Merchant if it detects any unusual, irregular, suspicious, fraudulent or unauthorized activity in respect to the Payment Services; or suspect misuse of the Scanpay’s e-Wallet; or there is a contravention; non-adherence or breach by the Payment Merchant of any of the provisions of this Agreement. Scanpay shall have the right to withdraw at its absolute discretion, all or any of the services provided by Scanpay, at any time with or without notice and without assigning any reasons for it, and in such circumstances, Scanpay reserves the right to suspend or terminate if it so deems fit the use of Scanpay’s e-Wallet by the Payment Merchant or account notwithstanding that Scanpay may have waived its rights on some previous occasions.

TERMINATION AND CONSEQUENCES OF TERMINATION

Immediate Termination
Either Party may terminate this Agreement immediately by written notice in the following circumstances:

if it is required by law;
a material adverse change in the business, financial condition, business procedures, products or service including if one Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of its creditor(s), permits the appointment of a receiver or a receiver and manager for its business or assets, or becomes subject to any legal proceedings relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course
any change in control or ownership of major shareholders of Scanpay or the Payment Merchant or its holding company;
upon occurrence of a Force Majeure event of this Agreement which continues for a period of thirty (30) days;
If the other Party fails to comply with, obtain or maintain any necessary authorizations, licenses or registrations or approval from the relevant Authorities for the performance of its obligation hereunder;
If the other Party engages in any conduct deemed by the first Party to be prejudicial to the first Party’s interest, reputation or business generally, or if the other Party is found or known or suspected to be involved in any fraudulent, corrupt or any unlawful activity whether or not related to the other Party’s business.
Scanpay may vary or amend this Agreement or immediately terminate this Agreement by way of notice to the Payment Merchant in the event of any non-compliance of such other guidelines or pursuant to any directives issued by Bank Negara Malaysia, or if Bank Negara Malaysia should make any order, do any act or impose any requirements including, but not limited to, requiring Scanpay to terminate or review all or any part of this Agreement, the Parties hereby agree that they shall use their best endeavours to co-operate with each other to give effect to such order, act, or requirements, and if Scanpay may at its sole and absolute discretion, limit, block, suspend or terminate the Payment Merchant or suspend the Payment Services carried on by the Payment Merchant if it detects any unusual, irregular, suspicious, fraudulent or unauthorized activity in respect to the Payment Services; or suspect misuse of the Scanpay’s e-Wallet; or there is a contravention; non-adherence or breach by the Payment Merchant of any of the provisions of this Agreement. Scanpay shall have the right to withdraw at its absolute discretion, all or any of the services provided by Scanpay, at any time with or without notice and without assigning any reasons for it, and in such circumstances, Scanpay reserves the right to suspend or terminate if it so deems fit the use of Scanpay’s e-Wallet by the Payment Merchant or account notwithstanding that Scanpay may have waived its rights on some previous occasions. required by Bank Negara Malaysia to terminate this Agreement, Scanpay shall have the right to so terminate.

Termination for Cause
Either Party may terminate this Agreement by giving the defaulting Party thirty (30) days (“Cure Period”) prior written notice to remedy the default or breach, failing which this Agreement shall automatically be terminated at the end of the Cure Period and the non-defaulting Party shall be entitled to the remedies under this Agreement, at law or in equity against the defaulting Party in the event of any of the following:-

breach of any terms of this Agreement; or
there is an attempt by the Payment Merchant to assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Scanpay.
Termination for Convenience
Scanpay may terminate this Agreement, in whole or in part by providing at least forty-five (45) days prior written notice of termination to the Payment Merchant.

Consequences of Termination
Upon termination of this Agreement for any reason:-
The Payment Merchant shall cease to offer the Payment Services;
The Payment Merchant shall immediately render a full accounting to Scanpay for the purposes of settlement of Payment Services and will remain liable and shall remit to Scanpay all fees owed to Scanpay hereunder relating to Payment Services transactions;
Both Parties shall immediately cease to use of the other Party’s Marks and remove (or failing which, permit the other Party to remove) from its premises stationery and other assets all signs, displays or other materials containing the other Party’s Marks;
The Payment Merchant shall stop holding itself out as providing the Payment Services;
The Payment Merchant shall immediately return or destroy at Scanpay’s instruction all Confidential Information howsoever stored tangible or otherwise; and return to Scanpay any items which Scanpay has provided to the Payment Merchant and shall promptly delete Confidential Information from any mobile device, computer memory or other storage medium on which it was stored;
The Payment Merchant shall refer all calls by Wallet Holders and potential consumer for Payment Services to telephone numbers and locations specified by Scanpay and will not divert any such calls by Wallet Holder and potential consumer or refer any inquiry to a person offering similar payment services as Payment Services;
The Payment Merchant shall forthwith return to Scanpay all promotional brochure, pamphlets, catalogues, advertising material specifications and other material documents and papers whatsoever sent to the Payment Merchant and including any documentation which contain or refer to any Confidential Information relating to Scanpay, the Payment Services, the Wallet Holders or bearing any name, trademark or logo of Scanpay or the Wallets (other than correspondence by Scanpay and the Payment Merchant) which the Payment Merchant may have in its possession or under its control;
Upon such termination, the Parties shall forthwith settle all outstanding accounts due to each other;
The Parties shall remove, uninstall and/or decommission any integration or interface systems, mobile applications or components which may have been established for the Payment Services pursuant to this Agreement;
The termination of this Agreement for any reason whatsoever shall not release any Party from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights and remedies it may have hereunder in law which accrued or are based on any event occurring prior to such termination;
Scanpay shall not be liable or obliged to pay the payment Merchant any termination fee.

DISPUTES AND GOVERNING LAWS

This Agreement shall be governed by the laws of Malaysia.
Any and all disputes, controversies, conflicts or claims between the Parties arising out of or in relation to this Agreement or the breach, termination or invalidity thereof (hereinafter referred to as the “Dispute”) shall in so far as it is possible, be amicably settled by good faith negotiations between the Parties.
The Parties agree to submit to the exclusive jurisdiction of the courts in Malaysia and in the event the Parties are unable to resolve any Dispute, such Dispute shall be resolved by any court of competent jurisdiction in Malaysia.
Pending the outcome of the court proceedings, the Parties shall continue with their responsibilities under this Agreement which is not affected by the said Dispute or difference.

LIMITATION OF LIABILITY

Neither Party is liable to the other for any consequential, incidental, indirect, punitive or special damages, including commercial loss and lost profits, however caused which directly or indirectly arises under this Agreement. Notwithstanding the foregoing, this limitation of liability shall not apply where it is expressly otherwise provided in this Agreement or to a Party’s liability with regards to obligations relating to confidentiality, Intellectual Property Rights and personal data protection.

REMEDIES

In addition to all other rights and remedies under this Agreement, at law or in equity available to Scanpay, Scanpay shall have the right of set-off, the right of specific performance and the right to obtain injunctions.

MISCELLANEOUS PROVISIONS

Time is of the Essence: Time whenever mentioned shall be of the essence of this Agreement.
Successors and Assigns: The terms, covenants, undertakings and conditions of this Agreement shall be binding upon the Parties’ respective successors and permitted assign.
Assignment and Novation
No rights or interests in this Agreement shall be assigned or novated by the Payment Merchant without the prior written permission of Scanpay, and any attempted assignment or novation by the Payment Merchant shall be void.
The Payment Merchant shall not at any time during the term of this Agreement, sell, transfer or otherwise dispose of a significant portion of its assets nor shall there be any change in the ownership or control of the Payment Merchant without prior written notice to Scanpay.
Waivers: The failure of either Party to exercise any right shall not be construed to be a waiver unless agreed upon in writing. A waiver in any one instance shall not constitute an amendment to this Agreement or indicate any continued waiver of such right(s) on any other occasion.
Modifications or Amendments: Save and except where expressly provided otherwise in this Agreement, no modifications or amendments shall be made to this Agreement unless in writing and signed by the Parties.
Severability: If any provision of this Agreement is held to be illegal or invalid under present or future laws or regulations effective and applicable during the term of this Agreement, such provision shall be fully separable from this Agreement and shall be construed as if such illegal or invalid provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Agreement.
Survival: The provisions of this Agreement that, by their sense and context, are intended to survive performance by either or both Parties shall survive the completion, expiration or termination of this Agreement.
Language: All notices and any other communication under or in connection with this Agreement shall be in the English Language.
Miscellaneous: References to days mean calendar days. References to business days or working days mean Mondays through Fridays excluding Saturdays, Sundays, national public holidays and state public holidays in the state of Selangor.
Entire Agreement: This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior oral or written communications. All annexes, schedules or appendices attached to this Agreement are integral parts of this Agreement.
Conflict: In the event of any conflict between the clauses contained in this Agreement, and the annexes, schedules or appendices, the conflict shall be resolved according to the following order of priority: (i) first – the provisions in this Agreement; (ii) second - the Annexes in this Agreement; and (iii) third – any accompanying document subsequent to this Agreement (if any).
Legal Cost: Each Party shall be liable for their own legal cost and the Payment Merchant shall be liable for any stamp duty payable on this Agreement.

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