General (Boost Connect)

By signing this General Terms, you are deemed to have read and accepted the term and conditions stated herein and all relevant policies. Boost Connect Sdn Bhd may amend and update the terms from time to time and Boost Connect Sdn Bhd may give you notice of such change in accordance with the terms of this General Terms. You hereby agree that your continuous use and access of the Services shall signify your acceptance to the changes and any updates to the terms and conditions mentioned therein.

1. THE BASICS

1.1 This Agreement is entered between Boost Connect Sdn Bhd (Company No. 201701045511 (1259684-W)), a company incorporated under the laws of Malaysia, having its registered address at Level 26, Axiata Tower, 9 Jalan Stesen Sentral  5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia (hereinafter referred to as “Boost Connect”); and the Party named and described in the Merchant Service Application Form attached or as per execution page below (hereinafter interchangeably referred to as the “Merchant” or “You”). Boost Connect and the Merchant are hereinafter collectively referred to as “Parties’’ or “We” and individually as “Party” as the context may require.

1.2 Boost Connect has developed a platform, with a combination capabilities of payment gateway and transaction acquiring, which allow Merchant to accept payment from the Customers via multiple payment instruments (hereinafter referred to as “Boost Connect Payment Gateway” or “Services”). You acknowledge Boost Connect is acting as either directly appointed and/or appointed third party acquirer for the payment instruments.

1.3 This General Terms apply to the Services you acquire from Boost Connect.

1.4 The Merchant will complete the Merchant Service Application Form with particulars of Services subscribed.

1.5 The Addendum(s), if any, the Merchant Service Application Form, and this General Terms will collectively be referred to as “the Agreement”.

1.6 If there is a conflict between the documents, the order of priority, highest first, is: 

(a) The Addendum(s);

(b) The Merchant Service Application Form; and

(c) this General Terms.

In the event of any inconsistency between any provisions of this General Terms and the Addendum, the Addendum shall prevail.

2. DEFINED TERMS

The defined terms are as defined in the Defined Terms as published in the Boost Connect’s website.

3. THE SERVICES

3.1 Boost Connect will provide you with all or any of the following services:

(a) Boost Connect Payment Gateway solutions to be integrated with your Website and/or mobile application for use by your Customers; and

(b) processing of payments made by your Customers via your e-commerce Website or mobile applications for the purchase of goods and/or services; and

(c) services related to settlement to you in relation to the Transaction.

3.2 You shall only offer for sale the products and services declared to Boost Connect as stated in the Merchant Service Application Form. In the event there is any change to the nature of your business, change to the product or services offered by you, you shall immediately notify Boost Connect on such change without undue delay and obtain Boost Connect’s written approval prior to offering any goods and services for sale to Customers.

4. PARTIES’ OBLIGATIONS

Boost Connect:

4.1 Boost Connect will supply the relevant information, policies, standards, and terms and conditions including but not limited to the Acquirer, Payment Scheme, E-Wallet Issuer and Pay Later Provider, (hereinafter collectively referred to as “Relevant Parties”) to you after receiving such relevant information, policies, standards and terms and conditions from the Relevant Parties. Boost Connect may from time to time provide updated or revised terms and conditions or rules and regulations to you within seven (7) Business Days upon being notified by the Relevant Parties pertaining to the Services throughout the Term of the Agreement and you shall ensure ongoing compliance to all the terms and conditions and rules and regulations.

Merchant:

4.2 You must provide, operate, maintain and support, in good functioning condition, all your System and Materials required to interface with Boost Connect’s Systems and Materials in order for Boost Connect to provide the Services to you and/or you to provide the Services to your Customers, as the case may be.

4.3 You must act with all proper diligence and in good faith and in a manner, which is consistent with the Agreement.

4.4 You agree to provide Boost Connect with all documentation, systems, and other resources reasonably required by Boost Connect under the Agreement.

4.5 In relation to any Services provided in accordance with the Agreement, you:

(a) must comply with the terms and conditions of the Relevant Parties which may be amended or updated from time to time, and you shall adopt and implement the necessary changes, updates, policies, terms and conditions including but not limited to your websites, platform, portal etc;

(b) You must comply with Policies and Rules (as provided to you) to the extent that they are applicable to the receipt of the Services.

(c) must promptly keep Boost Connect updated and in any event, not more than three (3) Business Days from the date of any changes, on the company and business information during the Term of the Agreement; and

(d) must comply with all Applicable Laws including but not limited to Anti-Bribery and Anti-Corruption Laws, Anti-Money Laundering Laws, and Data Privacy Laws that are applicable to you.

5. MERCHANT’S COVENANTS & UNDERTAKING

5.1 You must not resell the Services to a third party. You shall not process any payment on behalf of any third-party or other merchant or permit usage of the Boost Connect Payment Gateway to any third-party or other merchant. Notwithstanding the foregoing, the clause does not in any way prevent you from making the Services consumed available to your Customers.

5.2 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Boost Connect Payment Gateway or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services.

5.3 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Boost Connect Payment Gateway or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices. 

5.4 You must ensure that you do not engage in the prohibited business category and unlawful activities as published in the Boost Connect’s website and the Transactions processed on your website, platform, system, portal through the Services is not suspicious or fraudulent.

6. REPRESENTATIONS AND WARRANTIES

6.1 You agree to ensure compliance with Applicable Laws in connection with the Agreement and the Services and you hereby warrants and represents that you have obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in relation to its respective obligations under the Agreement.

6.2 You further warrant and represent that you have obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all necessary parties, in respect of the consumption of Services.

6.3 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary approvals, and that the Agreement constitutes a legal, valid and binding obligation of that party.

6.4 Both parties have not relied on any representation made by the other party which has not been stated expressly in the Agreement. Except as specified in the clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation. 

7. AUTHORISATION OF TRANSACTION

7.1 Boost Connect processes all transaction through the use of its secure encryption network to ensure secure Transaction process. You hereby authorised Boost Connect to route the Transaction directly to the Relevant Parties.

7.2 The roles and functions of Boost Connect and the Relevant Parties for the purpose of Transactions are as follows: - 

a. Authorization and authentication of Transactions (by the banks or non-banks of the Customer and the Acquirer);

b. electronic draft capture (or collection of sales slips) of Transactions (by Boost Connect);

c. routing of Transactions to the appropriate card issuers (by the Acquirer);

d. provision of information to effect settlement of such transactions (by the Acquirer);

e. dispute resolution with cardholders’ banks (by the Acquirer);
f. transaction-related reporting, statements, and products (by Boost Connect).

7.3 Boost Connect shall not in any way be bound by the acceptance or processing of any Transaction with respect to the validity or legitimacy of such Transactions. Boost Connect shall have the right not to honor any Transactions which Boost Connect believe is not genuine, suspicious, or fraudulent. 

7.4 Boost Connect hereby provide no guarantee and shall not be responsible for any minimum response time in connection with the online authorization of payment from the Acquirer (the financial institution to which Boost Connect will route the Transactions for authorization, clearing and settlement purposes) or availability of specific payment methods.

8. PAYMENT

Service Charges & Payment of Settlement Funds:

8.1 You agree to pay the fees, charges and expenses based on the payment terms described in Merchant Service Application Form together with any other liabilities or expenses described in the Agreement.

8.2 Boost Connect will remit the applicable payment to you in accordance with the payment terms set out in the Merchant Service Application Form.

8.3 Each payment shall be based on the settlement report or invoice (as applicable) issued to you for any amount under the Agreement.

8.4 Each settlement report or amount invoiced (as applicable) will be paid within term agreed in the applicable Merchant Service Application Form following the date of receipt of the invoice or the settlement report (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement. You agree that in the event the settlement report or invoice (as applicable) is less than or equivalent to USD100.00 or RM500 (“Minimum Sum”) depending on the agreed currency in the Agreement, the settlement of such sum shall be paid when the cumulative amount of the settlement report or invoice (as applicable) is more than the Minimum Sum or at the end of the relevant quarter of the year, whichever is earlier. You shall bear all bank transfer or finance charges as applicable.

8.5 In the event of any dispute to any amounts payable in accordance with the Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for under Clause 21 of the Agreement. For the avoidance of doubt, any undisputed amount which remains payable to you shall be subjected to Clause 8.1 above. The rate card for Services is set out in the Merchant Service Application Form. 

8.6 The rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Boost Connect to convert the transaction currency into the currency agreed in the Agreement, shall be the reference rate published by Oanda+ 5% mark up on the date of the payment. 

8.7 Boost Connect shall not be liable for any Loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the settlement currency stated in the Agreement at a particular time or at a more favourable rate of exchange than actually used.

8.8 Any claim, loss, billing error, damage or expense arising out of or relating to this Agreement, which is not reported in writing to Boost Connect by you within seven (7) Business Days of such failure to perform, or in the event of a billing error, within fourteen (14) days of the date of the applicable invoice or statement, you hereby expressly waives any rights to any claim that is not brought within the time periods stated herein.

Refunds:

8.9 Refunds shall only be made to the Card or E-Wallet where the original Transaction was debited and not to any other method.  Refunds to a Customer’s Bank account shall be made to the same where the original Bank account was debited. The request for refund will only be entertained and processed in accordance with the timeline provided by the Relevant Parties. In the event where refund via API and/or portal is not available as an option for you to initiate, you shall advise Boost Connect in writing and request the refund to the specific transaction by providing the relevant information to Boost Connect.

8.10 You shall bear the cost of refunding any transaction amount or such other refunded sums to the end user or Boost Connect, as the case may be, and other costs directly related thereto. 

8.11 Boost Connect reserve the right to deduct from Merchant’s Account in the event of any refund requested by the Customer. 

Security Deposit (if applicable):

8.12 You hereby agree to pay Boost Connect a security deposit (if any) as stated in the Merchant Service Application Form. 

9. CHARGEBACK, DISPUTE HANDLING & MANAGEMENT

Circumstances which payment may be withheld:

9.1 You further agree and acknowledge that Boost Connect may withhold the applicable payments to you under this Agreement in any of the following situations:

(a) in the event where there is a complaint or dispute made by the end users and/or financial institutions and/or any government body or regulatory authority or in Boost Connect’s sole discretion which includes but not limited to actual or suspected fraudulent transactions; or

(b) in the event where there is a request from any government body and/or financial institutions and/or regulatory authority to conduct an investigation, in which case Boost Connect shall notify you on such request to the extent it is permitted by law taking into account commercially practicable and feasible circumstances.

Procedures for withholding payment:

9.2 Boost Connect shall inform you via email and provide details of the circumstances for withholding the applicable payments to you;

(a) Boost Connect may withhold the applicable payments to you under this Agreement up to a period of one hundred and eighty (180) days;

(b) The applicable payments are withheld in the trustee account and shall be released to you and in any event, not later than one hundred and eighty (180) days. In the event there is a need to withhold payment in Boost Connect’s sole and absolute discretion beyond one hundred and eighty (180) days, Boost Connect shall inform you accordingly to address the dispute or issue with relevant details or explanation and you shall provide full cooperation in order to resolve any dispute or issue so parties may reach amicable solution pertaining to the said dispute or issue and thereafter release the applicable payment to you. 

What you need to do:

9.3 If an end user claims, or it has been brought to Boost Connect’s attention, and/or Boost Connect otherwise suspects that a transaction was made without the authorization of the end user, made fraudulently, is suspicious, or otherwise made in error, then Boost Connect shall investigate and seek to determine the root cause of the problem and mutually agree to resolve the same. In this regard, you shall:

(a) cooperate with Boost Connect as may be necessary, including the provision of the relevant details of the transaction, the documentation, and/or information requested by Boost Connect within three (3) Business Days from the date of such request; and

(b) conduct the necessary investigation together with Boost Connect and take such other steps to prevent similar occurrences in the future.

10. TAXES

Withholding Tax:

10.1 If any payment under the Agreement is subject to any applicable withholding taxes by the relevant authority under the Law in countries and jurisdiction which a party is operating, and such tax is required to be withheld from the payment to the other party, the party is entitled to deduct any taxes payable from the gross payment and remit the amount to the tax authorities on behalf of the other party.

(a) The other party shall then make payment of the fees to the party, less the sum deducted for tax in accordance with the terms and conditions of the Agreement.

(b) If the party is entitled to a preferential tax rate, the party may then furnish to the other party  evidence of its tax residency status by way of letter or certificate issued by the relevant tax authority confirming the party’s  tax residence status prior to the other party making its first payment to the party  under the Agreement.

(c) A party shall furnish to the other party all applicable tax receipts within one (1) month from the date of payment.
Taxes may be levied in addition to any payment for the Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

Service Tax:

10.2 Where any service tax, goods, and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement imposed by the relevant Malaysian authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each settlement report or invoice (as applicable), provided that Boost Connect has complied with the following:

(a) Boost Connect is duly licensed by the relevant Malaysian authorities to collect such service tax or goods and services tax, or tax of similar nature;

(b) the appropriate service tax or goods and services tax or tax of similar nature for each settlement report or invoice (as applicable) is included under the relevant settlement report or invoice (as applicable) at the time of the issuance of the settlement report or invoice (as applicable); and

(c) all settlement report or invoices (as applicable) provided by Boost Connect to you comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the Malaysian authorities. 

10.4 If Boost Connect is required to pay any Taxes to any relevant third party in connection with the Agreement, Boost Connect may pass through such Taxes which may be levied in addition to any payment for the Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

10.5 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

11. INDEMNITY & LIMITATION OF LIABILITY

11.1 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect in connection with:

(a) your provision or consumption of the Services (as the case may be) via or in connection with the Boost Connect Payment Gateway or any act or omission by you relating thereto, including in connection with third-party claims (as the case may be);

(b) breach of any part of the Agreement by you, or violation or your failure to comply with our privacy and data protection obligations or confidentiality obligations or Applicable Laws by you;

(c) or arising from any act or omission by you which results in Boost Connect breaching its agreements with other third-party contractors relevant to the Boost Connect Payment Gateway or the Services; or 

(d) a dispute between you and any end-users; and/or

(e) an Infringement Claim;

(f) any act, neglect or default of you or your agents, representatives, employees, licensees or Customers;

(g) any event of fraudulent and illegal transaction committed by you or your agents, representatives, employees, licensees or Customers; and/or

(h) breach resulting to any claim or penalty by any Relevant Parties or governmental or regulatory authority in respect of any matter arising from you carrying out the Transactions.

11.2 You shall undertake to perform the necessary action to restore Boost Connect to its original position including but not limited to financial position in the event of any breach committed by you where the indemnity provisions in this Agreement may not be sufficient to compensate Boost Connect as a result of any such breach.

11.3 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect, arising from any claim that the intellectual property owned by you infringes any Intellectual Property Rights of a third-party.

11.4 You hereby agree to hold Boost Connect harmless against any claims or penalties that may be imposed on Boost Connect by reason of your failure to comply with your obligations under the tax Law of your jurisdiction.

11.5 Boost Connect’s entire liability to you for all Claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise including but not limited to Force Majeure Event, unavailability or malfunction of Services) will be limited to an amount not exceeding one (1) month average charge paid by you under the Agreement (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant’s payment processing) for Services during the previous twelve (12) months. The foregoing shall constitute Merchant’s exclusive remedy.

11.6 In no event shall Boost Connect be liable to you under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages including but not limited to, non-compliance of Questionable Merchant Audit Program (QMAP), Excessive Chargeback Program (ECP), Excessive Fraud Merchant (EFM), Visa Fraud Monitoring Program (VFMP), Mastercard Alert To Control High-Risk Merchants (MATCH), damages arising out of placement of your name on any terminated merchant list for any reason, even if Boost Connect have been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data. 

11.7 The Boost Connect Payment Gateway is hosted and managed on servers operated by a third-party provider. Notwithstanding anything to the contrary in the Agreement, Boost Connect excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement, the Boost Connect Payment Gateway and or the Services, that are caused directly or indirectly by any act or omission by the third party provider or any default, error, unavailability or failure of the third party services.

11.8 Any claims by you in relation to the Agreement shall be made against Boost Connect and not to any third-party. 

11.9 Boost Connect shall ensure availability on a best-efforts basis of the Boost Connect Payment Gateway, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Boost Connect during any periods of maintenance, upgrades or Force Majeure Event. In the event of any period of maintenance, upgrades or Force Majeure Event, Boost Connect may provide you with prior notice in advance.

11.10 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:

(a) a party's liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;

(b) a party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’; 

(c) any obligation by you to indemnify any person under the Agreement; 

(d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with Applicable Laws or Authorisation or any act or omission by you putting Boost Connect in breach of Applicable Laws or Authorisation;

(e) a party's liability for that party's fraud;

(f) a party's liability for death or personal injury caused by that party; or

(g) any liability that cannot be excluded under mandatory Applicable Laws.

12. KEEPING THINGS CONFIDENTIAL

12.1 Confidentiality: 

(a) We will both keep all Confidential Information confidential;

(b) We will both take adequate and appropriate steps to notify our employees and the third-parties of their obligations to comply with the Agreement. 

(c) We both agree that either party may disclose the Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that party to perform its obligations or exercise its rights under the Agreement. 

13. RECORDS AND REPORTING

13.1 You must keep clear, understandable, accurate, complete and up to date records and supporting information for all transactions relating to the Services consumed for up to seven (7) years. You must:

(a) make such transaction records and information available, as reasonably required by Boost Connect for inspection, verification and audit purposes promptly upon request; and

(b) provide such other reports as set out in the Agreement, and as otherwise reasonably required by Boost Connect from time to time relating to the transactions, promptly upon request.  

14. TERM AND RIGHT OF TERMINATION

14.1 Term of the Services shall be effective from the date of the Agreement until it is terminated. A party (“Terminating Party”) may terminate any one or more of the Services immediately by providing written notice to the other party to that effect if:

(a) that other party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;

(b) proceedings for the appointment of a custodian, receiver, receiver manager or any other official with similar powers for that other party are commenced; or

(c) that the other party ceases to carry on business;

(d) due to de-registration or failed to obtain a valid license to provide the Services; and/or

(e) has not performed any material covenant; or 

(f) has breached any material term of the Agreement, 

(g) and such failure to perform or breach is:

i. incapable of cure; or 

ii. capable of cure, but the other party fails to cure the failure to perform or breach within thirty (30) days from receipt of notice by the non-defaulting party (or such additional cure period as the non-defaulting party may authorize).

14.2 Boost Connect may suspend, and/or terminate your consumption of one or more of the Services, or the provision and use of the Boost Connect Payment Gateway by written notice to you at any time:

(a) if you are in breach of the Agreement (including any failure to pay a settlement report or invoice (as applicable) by the due date), or Boost Connect reasonably suspects a breach of the Agreement or misuse of the Services or Boost Connect Payment Gateway;

(b) in the event the Services or provision and use of the Boost Connect Payment Gateway is no longer practical or feasible;

(c) in circumstances where there is a third-party intellectual property claim against you, Boost Connect or any third-party that is relevant to the Boost Connect Payment Gateway, Services or any rights or obligations under the Agreement;

(d) where suspension or termination is required in order for Boost Connect to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Boost Connect Payment Gateway; or

(e) if Boost Connect’s third party provider, for any reason, suspends the provision of the third party services or otherwise ceases to provide (temporarily or otherwise) the third party services.

(f) if Boost Connect is required by the Relevant Parties or Authority, for any reason, to suspends or cease from providing the services (temporarily or otherwise) to you.

14.3 Notwithstanding any other provisions in this Agreement, in the event Boost Connect suspects any misuse of the Service, Boost Connect may, in its sole and absolute discretion, suspend and/or terminate the Service with or without notice (or may be communicated orally or via email) and shall be entitled to withhold any amount payable to you which Boost Connect suspects arises from any misuse of the Service.

14.4 Only if Boost Connect is unable to resume provision and use of Boost Connect Payment Gateway, or consumption of the affected Services (as applicable), then Boost Connect may terminate any or more of the affected Services upon a written notice to you. Neither party shall have any claims against each other arising from termination pursuant to Clause 14.4.

14.5 Boost Connect may terminate any one or more of the Services upon thirty (30) days’ notice to you without assigning any reason whatsoever and in the event of a Change in Control occurs. You shall promptly notify Boost Connect in the event of any Change in Control of your organization occurs.

14.6 If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other party may immediately terminate any one or more the Services by providing written notice to the other party.

14.7 Return or destruction of Confidential Information: 

14.7.1 You must as soon as practicable on expiry or termination of the Agreement or any part of the Agreement:

(i) return to Boost Connect or (if upon request of Boost Connect) destroy; 

(ii) certify in writing to Boost Connect the destruction of; and/or  

(iii) permit an employee of Boost Connect to witness the destruction of, 
all Confidential Information belong to Boost Connect, including but not limited to the Materials, Data and/or information containing or comprising Intellectual Property Rights owned by Boost Connect or licensed to you used under or in connection with the expired or terminated Agreement. You are allowed to keep one copy of any notes and other records of the Confidential Information that you are required by Law to retain. 

14.8 For the avoidance of doubt, the obligations of confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

14.9 Survival of clauses:

14.9.1 The following shall survive the termination or expiry of the Agreement or any part of the Agreement: 

(i) the relevant parts of the Agreement in Clause 2 (Defined Terms), 11 (Indemnity & Limitation Of Liability), 12 (Keeping Things Confidential), 14 (Term and Right of Termination), Clauses 15 (Data Protection), 16 (Intellectual Property Rights), 17 (Publicity), 18 (Transferring To Another Parties), 19 (Entire Agreement), 20 (Choice of Law), 21 (Settling Disputes), 22 (Notices), and 25 (General); and

(ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

14.9.2 Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

15. DATA PROTECTION

15.1 You shall undertake to Boost Connect that you shall at all times maintain and comply with Personal Data Protection Policy in regard to the Personal Data as published in the Boost Connect’s website and with the applicable regulations on data security and data protection as well as establish controls which include process and procedures as well as IT security controls that are commonly accepted as effective by industry practice in protecting customer data and information. You shall ensure to Boost Connect that all of your third-party service providers engaged by you whom access, store, transmit and process customer data comply with this Clause 15.

15.2 You hereby represent and warrant that:

(a) you have complied in all materials with respect to the Personal Data Protection Act (“PDPA 2010”);

(b) you have not received any notice (including, without limitation, any enforcement notice, de-registration notice or transfer prohibition notice), letter, complaint or allegation from the Personal Data Protection Commissioner of Malaysia, alleging any breach or non-compliance by it of the PDPA 2010 or prohibiting the transfer of data to a place outside Malaysia;

(c) you have not received any claim for compensation from any person in respect of its business under PDPA 2010 and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data in the past three (3) years and there is no outstanding order against you in respect of the rectification of erasure of data; and

(d) no warrant has been issued, authorizing the Personal Data Protection Commissioner of Malaysia (or any of its officers, employees or agents) to enter any of your possession for the purpose of, inter alia, searching them or seizing any documents or other material found there.

16. INTELLECTUAL PROPERTY RIGHTS (“IPR”)

16.1 You shall at all times comply with the Intellectual Property Rights Policy in regard to the IPR as published in the Boost Connect’s website.

16.2 You shall display the “Boost Connect” logo and any other relevant logos, trademarks, brand names, brand, (collectively referred as "Marks") on your website, portal, platform, or checkout page subjected to the relevant marketing and promotional guidelines as provided or informed to you by Boost Connect. You shall cease to use or display such Marks in any way (including, without limitation, in promotional materials and transaction related papers or forms) immediately upon notice from Boost Connect or upon termination of this Agreement. You shall not use any promotional materials which include any reference to Boost Connect and its Marks without its prior written consent. All goodwill resulting from any use of a party's name, brand, logo, trade mark, trade name, business name, product name or other mark shall accrue only to that party.

17. PUBLICITY

Each party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other party and the relevant third party’s contractors, except that the other party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

18. TRANSFERRING TO ANOTHER PARTY

18.1 You shall not assign or novate the Agreement without the prior written consent of Boost Connect. Boost Connect may from time to time assign or novate the Agreement, in whole or in part, to any entity within Boost Connect’s Group of Companies by giving notice to you.

18.2 If a party subcontracts any of its obligations under the Agreement, then that party will remain fully responsible and liable for the performance of its obligations.

19. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

20. CHOICE OF LAW

The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.

21. SETTLING DISPUTES

21.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to the Agreement and to avoid having to get the courts or regulatory authorities involved.

21.2 In the event of any dispute pertaining to the payment under this Agreement, each party may be required to provide relevant information evidencing any amounts claimed in accordance with the Agreement.

21.3 We will both use reasonable endeavours to settle the dispute within thirty (30) days with the respective Chief Executive Officer of both parties or person with an equivalent level of seniority. If the dispute is still not settled thirty (30) days after it is escalated, or no meeting for the purpose of settling the dispute has taken place within thirty (30) days, the dispute shall then be referred to and shall be finally and exclusively resolved by arbitration under the rules of the Asian International Arbitration Centre (AIAC) in force as at the date of application for arbitration ("AIAC Arbitration Rules 2018"). The AIAC Rules are hereby incorporated by reference into the Agreement.

21.4 The arbitration award rendered shall be in writing and shall set out the reasons for the arbitrator’s decision. The award shall apportion the costs of the arbitration as the arbitrator deems fair.

21.5 The arbitration shall be conducted before a sole arbitrator. The seat, or legal place of arbitration, shall be Kuala Lumpur. The language of the arbitration shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.

21.6 We both agree that the arbitration award shall be final and binding on both of us and may be enforced in any court of competent jurisdiction.

21.7 Without prejudice to the above provisions, both of us may seek injunctive relief, including restraining orders and preliminary injunctions, in any court of competent jurisdiction, and either party may request that a court refers the proceedings to arbitration in accordance with the Agreement.

22. NOTICES

22.1 Any notice, invoice, settlement report, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

(a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

(b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or

(c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system, to the other party at the address or email address set out in the Agreement, as may be updated from time to time by the other party.

22.2 For the purpose of clarity under this Agreement, parties shall comply with the notice period provided under the following clauses, including but not limited to: 

(a) Clause 4: Parties’ Obligations
(b) Clause 9: Chargeback, Dispute Handling and Management
(c) Clause 11: Indemnity & Limitation of Liability
(d) Clause 14: Term and Right of Termination
(e) Clause 21: Settling Disputes
(f) Clause 24: Anti-Bribery and Anti-Corruption Undertakings

23. UNFORSEEABLE EVENTS

23.1 Boost Connect shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:

(a) the Merchant, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;

(b) the Merchant failing, neglecting or omitting in performing its obligations under the Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or

(c) the occurrence of a Force Majeure Event, which has a material impact on the performance of the relevant obligations of Boost Connect. 

23.2 If such an event occurs, Boost Connect must: 

(a) notify the Merchant of the delay, interruption or failure; 

(b) identify the specific nature of the delay, interruption or failure; and 

(c) provide the Merchant with the reasonable instructions in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure).

24. ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

24.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

24.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

24.3 You shall not, under any circumstances and whether directly or through a third party:

(a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:

1) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

2) to or from any family member of such director, employee or representative; or

3) to or from any other third party;
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

4) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 24.3 (a) above.

24.4 You hereby represent and warrant that:

(1) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

(b) to or from any family members of such director, employee or representative; or

(c) to or from any other third party as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

(d) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 24.4(1)(a) above;

(1A) (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

(ii) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

i. to or from any Politically Exposed Person; or 

ii. to or from any family members of such Politically Exposed Person
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

(b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 24.4(1)(a) above;

(2) at any point in time, you, the directors, controllers, agents or persons who are concerned in the management of your affairs, and entities within your control (individually or collectively “Subject Person”) has never been charged or been the subject of investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to any of the matters described in Clause 24.4(1)(a) or 24.4(1)(b);

(3) the Declaration made by you is true, accurate and complete in all material respects; and

(4) you have and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

24.5 If you:

(a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

(b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws (“Regulatory Deficiencies”),
You shall notify Boost Connect in writing of this fact as soon as possible and in any event within seven (7) days.

(c) You shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory Deficiencies and share these plans with Boost Connect. Boost Connect shall have the right to review any and all such responses and remedial actions, and you shall, and shall procure that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that Boost Connect may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable satisfaction of Boost Connect.

(d) You shall:

(a) conduct its businesses and affairs in an ethical, responsible, and accountable manner; and

(b) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

You shall, and shall ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

(e) You undertake to Boost Connect that in performing your obligations under this Agreement, you shall conduct yourself in a manner consistent with Axiata’s Supplier Code of Conduct located at https://www.axiata.com/our-business/suppliers, which website/webpage may be updated from time to time.

(f) You shall immediately report to Boost Connect if there is any director, employee, representative, agent or sub-contractor of any Axiata Group members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable evidence to Axiata’s speak up channels which can be accessed through https://axiatagroup.integrityline.com, which may be updated from time to time.

Audit, Inspection and Access:

24.6 Upon Boost Connect’s written request, you shall allow Boost Connect (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

a. any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

b. whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

c. whether you are complying with this Agreement.

The audit, inspection and access by Boost Connect (or its representative or nominee) referred to in this Clause 24.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Boost Connect to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.

The audit, inspection and access by any Authority referred to in this Clause 24.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.

1. You shall, at your own cost, provide Boost Connect (or its representative or nominee) or such Authority all reasonable assistance requested by Boost Connect (or its representative or nominee) or such Authority in connection with an inspection or audit including but not limited to facilities, resources, equipment and soft and hard data. You shall ensure that your directors, employees, representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation. Boost Connect, its representative or nominee and such Authority shall be entitled to make and retain copies of records and supporting documentation.

2. You shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting documents for:

a. compliance with all Applicable Laws relating to the supply or performance of the Services and/or all Applicable Laws relating to anti-bribery, anti-corruption and/or anti-kickbacks;

b. the resources used by you in performing your obligations under the Agreement;

c. the unit amounts invoiced to Boost Connect under the Agreement;

d. expenditure, transactions or disbursement concerning the fees relating to the Services and all dealings and transactions in relation to its business and activities;

e. practices, procedures, systems and general controls relating to the Services under the Agreement (including security);

f. procurement and supply chain practices and activities of you in relation to this Agreement;

g. any Authority’s requests in relation to this Agreement; and

h. any other reasonable purpose as determined by Boost Connect from time to time.

3. All such records and supporting documents shall be maintained by you in accordance with the generally accepted accounting methodology. You shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of transaction, subject to applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

4. Boost Connect shall bear its own costs and expenses of the audit carried out by Boost Connect (or its representative or nominee) under this Clause 24.6 (Audit, Inspection and Access) unless you fail to perform any of its obligations in accordance with the Agreement or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the Services in which case you shall then bear the costs and expenses associated with the audit.  You shall bear your own costs and expenses of any audit carried out by any Authority under this Clause 24.6 (Audit, Inspection and Access).

5. This Clause 24.6 shall survive the expiry or termination of this Agreement.

(A) Nothing in Clause 24.6 shall require you to disclose any information to Boost Connect (or its representative or nominee) if such disclosure would violate any Applicable Laws; and

(B) if you fail to provide such access or such information in reliance on Clause (A) above, you shall:

(1) promptly (and in any event within three (3) days) provide a written notice to Boost Connect stating that you are withholding such access or such information and stating the detailed justification thereof; and

(2) use best endeavors to provide such access or information in a way that would not violate such law.

24.7 You shall on demand defend and indemnify Boost Connect, other members of Axiata Group and their respective directors, employees, representatives and agents (collectively “Indemnified Persons”) against all claims, demands, actions, proceedings, costs, expenses, losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 24 in this Agreement. In the course of defending any claims, demands, actions or proceedings against any Indemnified Person, you shall not make any settlement, compromise, admission or waiver of any defences available in respect of any such claims, demands, actions or proceedings.

24.8 This Clause 24.7 shall survive the expiry or termination of this Agreement.

24.9 Boost Connect may terminate this Agreement by giving written notice to you (“Notice”):

a) with immediate effect, if you commit any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 24 in this Agreement or Boost Connect has reasonable belief that this may occur; 

b) with immediate effect, if Boost Connect receives a notice from you pursuant to Clause 24.5 or Clause 24.11 or Boost Connect has reasonable belief that this may occur;

c) with effect from fourteen (14) days after the date of the Notice, if there is a Change of Control occurs in respect of you;

d) with effect from fourteen (14) days after the date of the Notice, if there is a merger in respect of you or any of its assets or businesses;

e) with immediate effect, if the Declaration is found by Boost Connect to be false, incomplete or misleading.

24.10 If:

a. Boost Connect receives a notice from you pursuant to Clause 24.5; or

b. Boost Connect has reasonable cause to suspect or believe that you have committed any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 24 in this Agreement, Boost Connect may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement, in whole or part, by itself,  through a third party or a combination of itself and the third party. All costs and expense incurred by Boost Connect under this Clause 24.10 shall be borne in full by you.

c. In the event that Boost Connect elects to exercise its rights under Clause 24.10, you shall within seven (7) days provide:

i. Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of you; and 

ii. Access to all premises in relation to which the Services are provided, at no charge to Boost Connect. Without prejudice to any rights and remedies you may have, you  shall not be entitled to receive or invoice the fees/charges related to such Services provided or performed by Boost Connect, its personnel or any third party appointed by Boost Connect. All costs and expenses incurred by you in providing the facilities, systems, materials, intellectual property rights and assistance to Boost Connect for such step in pursuant to this Clause 24.10 shall be borne by you.

24.11 You shall declare to Boost Connect all work or relationships that may give rise to conflicts of interest between yourself and Boost Connect and other members of Axiata Group which will materially affect directly or indirectly your ability to supply or perform the Services.

24.12 Subject to any restrictions imposed by law or confidentiality obligations, you shall declare the existence of any pending or ongoing litigation against you which will materially affect your ability to supply or perform the Services under this Agreement.

24.13 You shall not allow any third party to carry out any part of the obligations under this Agreement without Boost Connect’s prior written consent. Notwithstanding the appointment of such third party, you shall remain fully liable to Boost Connect for the supply and performance of the Services and shall be fully responsible for the acts, omissions, defaults and neglects of such third party.

25. GENERAL

25.1 Severability: If any illegal, invalid, or unenforceable part of the Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change the Agreement, so it reflects what we both originally intended as much as possible.

25.2 Survival of Agreement: The Agreement is to be binding upon the parties and their respective successors.

25.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing.

25.4 Relationship of the parties: The relationship of the Parties shall be as per the terms set out in the Agreement.

25.5 Set-off: Neither party shall be entitled to set off any amount payable under the Agreement unless the Agreement expressly provides otherwise.

25.6 Costs: each party shall bear its own costs and expenses in connection with the Agreement.

25.7 Making changes to the Agreement: Save and except for the Addendum(s) herein, any changes shall be in writing and executed by both parties.

25.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Boost Connect in connection with the Agreement.

26. LIST OF APPENDICES

26.1 Where applicable, you agree to be bound by the following appendices (which include but are not limited to the additional terms and conditions of Relevant Parties and/or Payment Scheme) (accessible at [*]), which may be amended from time to time as notified by us and your continuing use of the Payment Channels constitutes your consent and agreement to such additions, removals and amendments to the additional terms and conditions of the Relevant Parties and/or Payment Scheme:-

(a) Appendix A: List of Prohibited Category;
(c) Appendix B: Personal Data Protection Policy;
(d) Appendix C: Intellectual Property Rights Policy;
(e) Appendix D: Defined Terms (Payment Gateway);
(f) Appendix E: FPX Service Payment Channel;
(g) Appendix F: Credit Card Payment Channel;
(h) Appendix G: MyDebit Payment Channel;
(i) Appendix H: DuitNow Online Banking/Wallet Payment Channel.

For the avoidance of doubt, if there are any inconsistencies between the appendices and the Agreement herein, the specific terms and/or definitions in the appendices shall prevail with respect to the Payment Channel used by you.

APPENDIX A: LIST OF PROHIBITED MERCHANTS & PROHIBITED GOODS AND SERVICES 

Prohibited Merchants include, but are not limited to, the following:

1. Merchants operating digital asset exchanges, e-wallets, wallet service providers, or platforms dealing in cryptocurrencies, stablecoins, non-fungible tokens (NFTs), or any other form of digital or virtual assets;

2. Merchants offering gambling, betting, or gaming services, including online casinos, lotteries, sports betting, or any other wagering activities prohibited under Malaysian law or the laws of the Merchant’s operating jurisdiction;

3. Merchants providing money remittance, money-changing, or fiat currency exchange services;

4. Unlicensed providers of lending, investment, or crowdfunding services, or operators of unregulated trading platforms, including those offering foreign exchange (forex), binary options, or contracts for difference (CFDs);

5. Charities, foundations, or non-profit organizations that lack clear governance structures, transparent funding sources, or adequate anti-money laundering and counter-financing of terrorism (AML/CFT) controls;

6. Businesses engaged in deceptive, fraudulent, or illegal schemes, including pyramid schemes, Ponzi schemes, or “get-rich-quick” programs;

7. Merchants with significant prepayment exposure, unless the Merchant is a local merchant and such exposure falls within the Acquirer’s approved risk appetite and risk management controls; and

8. Merchants operating in sanctioned or restricted jurisdictions, or those associated with entities or individuals subject to international sanctions. 

Prohibited Goods and Services include, but are not limited to, the following: 

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media);

2. Escort or prostitution services;

3. Body parts which includes organs or other body parts;

4. Child pornography which includes pornographic materials involving minors;

5. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

6. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

7. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

8. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;

9. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;

10. Offensive goods, which includes literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors (b) Encourage or incite violent acts (c) Promote intolerance or hatred;

11. Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals; Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

12. Any product or service, which is not in compliance with all applicable laws and regulations in Malaysia.

13. Online casinos, sports betting, lotteries, skill-based or chance-based games, fantasy sports, that are illegal under local laws and pose money laundering threat. 

Appendix B: Personal Data Protection Policy

1. INTRODUCTION

1.1. Boost Connect Sdn Bhd (“Boost Connect”) is committed to protect personal data from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction.

1.2. We recognise the importance of personal data to our business and the importance of privacy rights to individuals about whom we process personal data. This Policy is intended to assist you to comply with the requirements of the Personal Data Protection Act 2010, as amended from time to time (“PDPA”). This Policy may not be limited to protecting personal data but may also extend to all information which we hold.

1.3. The PDPA includes a number of defined terms which are used in this Policy. These terms are:

i. “Personal Data” means information in respect of commercial transactions that relates directly or indirectly to the end customer, who is identified or identifiable from that information or information from which an individual is identifiable or could reasonably be identified (either by itself or in combination with other data) or any network or transaction information and other technical information related or connected to an individual that according to best digital services industry practice should be treated the same as ‘personal data’ or from other information in the possession of Boost Connect, including any sensitive personal data and expression of opinion;

ii. “processing” means virtually anything we do with personal data such as collecting, recording, holding or storing the personal data or carrying out any operation or set of operations on the personal data, e.g. organisation, adaptation, alteration, use, disclosure, erasure or destruction;

2. YOUR RESPONSIBILITY

2.1 Personal Data provided by you: In relation to Personal Data provided by you to Boost Connect in connection with the Services, you warrant and represent to Boost Connect that you have obtained or have procured sufficient informed consent from each relevant individual in order for:

(a) Boost Connect;

(b) Boost Connect Group of Companies;

(c) any Boost Connect’s partner of the Services; and

(d) Boost Connect’s contractors and subcontractors, to collect, use, handle, store, disclose, transfer (collectively known as “Process”) the Personal Data in accordance with the General Terms.

2.2 Personal Data Processed by Boost Connect: In respect of the Personal Data provided by you to Boost Connect, Boost Connect will:

(a) Process the Personal Data and use any other information supplied by you solely to provide the Services as specified in the related documents;

(b) comply with, and ensure that the officers, employees, agents, contractors and subcontractors of Boost Connect comply with the data security obligations and the security measures, and immediately notify you of any breach upon becoming aware of such breach;

(c) ensure that the accuracy of the Personal Data received continues to be maintained;

(d) immediately forward to you communications from the relevant individuals, regulatory bodies, law enforcement authorities and other third parties concerning requests for access to, or disclosure of, the Personal Data and not respond to or act on such communications without your prior consent, unless otherwise required by Law; and

(e) on request or on the expiry of this Agreement, delete or return all existing copies of the Personal Data to you, unless otherwise required by Law.

2.3 Boost Connect appointing a contractor or subcontractor: Where Boost Connect appoints a contractor or subcontractor to assist in providing the Services and such assistance includes the Processing of Personal Data on your behalf, then, subject always to compliance with this data protection term by Boost Connect and the contractor or subcontractor, you hereby grant to Boost Connect a delegated authority to appoint such contractor or subcontractor to process Personal Data.

2.4 Personal Data provided to you: To the extent that Personal Data is provided to you by Boost Connect or the relevant parties in connection with the Services, you must:

(a) only process such Personal Data to the extent necessary to receive the Services or otherwise to comply with the Law;

(b) comply with the privacy legislation, and not do any act or engage in any practice that would breach any Privacy Legislation, or do any act or engage in any practice which would cause Boost Connect or the Relevant Parties to breach any Privacy Legislation; and

(c) ensure that sufficient technical and organisational security measures are adopted in relation to the Personal Data, including such measures to protect Personal Data from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction.
Information required for invoicing or audit purposes relating to this Agreement may be retained in accordance with any requirements of Applicable Laws.

Appendix C: Intellectual Property Rights Policy

1. INTRODUCTION

1.1. Boost Connect Sdn. Bhd. (“Boost Connect”) is committed to protect the Intellectual Property Rights from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction.

1.2. We recognise the importance of the Intellectual Property Rights to our business and this Policy is intended to assist you to comply with the requirements of the Intellectual Property.

1.3. This policy includes the defined terms as follows: 

“Intellectual Property Rights” means all present and future intellectual property rights, including:

(a) patents, copyright, circuit layout rights, registered designs, trademarks, business names, product names, and any right to have Confidential Information kept confidential; and

(b) any application or right to apply for registration of any of the rights referred to in (a) above.

2. YOUR RESPONSIBILITY   

2.1. IPR ownership: You acknowledge that you will not acquire any Intellectual Property Rights residing or subsisting in, or other rights or ownership in relation to, any Data under or in connection with the Service except as expressly provided otherwise.

2.2. No other IPR ownership: Except as otherwise set out in the General Terms, neither party shall receive any right, title or interest in respect of any Intellectual Property Rights owned or made available by or on behalf of the other party in connection with the Service.

2.3. Grant of rights, consents and licences by you: You shall grant and/or procure from any relevant third parties (for example, your licensors), all necessary rights, consents and licences as may be required by Boost Connect to the extent necessary:

(a) to enable Boost Connect to provide you with the Services for your consumption and use thereof as contemplated by the General Terms; and  

(b) otherwise for Boost Connect to exercise its rights and perform its obligations under the General Terms which shall include but not limited to the following:

(i) a non-exclusive, world-wide, royalty-free, non-transferable licence (which is only revocable on termination or expiry of the Services in accordance with the provisions contained in the General Terms) to use the Systems, Data and Materials made available by you; 

(ii) to interface with your Systems; and

(iii) to use, copy, modify, perform, display, execute, install and distribute any Intellectual Property Rights owned or made available by or on behalf of you in connection with this Agreement or any of the Services (including, marketing the Services and/or identifying you as the receiver of the Services), subject to your branding guidelines.

3. Rights, consents and licences extended to other parties: You acknowledge that such rights, consents and licences contemplated under this policy shall also be extended to other relevant third parties (for example, Boost Connect’s contractors, subcontractors, infrastructure or software providers and other parties involved in the provision of the Boost Connect Payment Gateway and Services).

4. Third party’s licence: Where it is necessary for you to procure a licence from a third party, the terms and conditions of that licence will apply to the extent that those terms and conditions are set out in the General Terms or in a separate licence agreement between Boost Connect and the relevant third party.

5. Grant of rights, consents and licences by Boost Connect: Boost Connect hereby grants to you:

a. A non-exclusive, royalty-free, non-transferable licence (which is revocable if Boost Connect has suspended or terminated the Boost Connect Payment Gateway or the Services (in whole or part) pursuant to the General Terms) in the Territory to interface with the Boost Connect Payment Gateway; and

b. The right to use Boost Connect’s and its licensors’ Intellectual Property Rights to the extent provided by Boost Connect and relating to the Boost Connect Payment Gateway for the exercise of your rights and the performance of your obligations under this Agreement, including marketing the Services and/or identifying Boost Connect as the provider of the Services or the Boost Connect Payment Gateway, subject to Boost Connect’s branding guidelines.

6. Open-source software: The Boost Connect Payment Gateway contains certain components which are third party open source components (“OS Software”). The OS Software distributed under the Licence is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. Boost Connect excludes all liability to you for any and all losses (including direct, indirect and consequential damages) caused by or in connection with your use of the OS Software. Please refer to the Licence for the specific language governing permissions and limitations under the licence. 

7. No registration of IPR: Each party must ensure that the other party (including any third parties acting on its behalf):

(a) do not, register or take steps to register, any Intellectual Property Rights owned by the other party; and

(b) except as expressly set out in this provision titled “Intellectual Property Rights”, do not, without the prior written consent of the other party, use any Intellectual Property Rights owned by that party.

9. Goodwill: All goodwill resulting from any use of a party’s name, brand, logo, trademark, trade name, business name, product name or other mark shall accrue only to that party.

10. IPR ownership notices: Each party shall ensure that each copy of any Materials provided to it by or on behalf of the other party under or in connection with this Agreement at all times bears any copyright, trademark, confidentiality and other notices that appear on those Materials as provided to that party by or on behalf of the other party.

Appendix D: Defined Terms (Payment Gateway)

1. “Acquirer” means any financial institutions, Bank(s) or non-bank(s) institutions with particulars as stipulated in the Merchant Service Application Form.

2. “Addendum” means the standards or terms and conditions set by the Relevant Parties. 

3. “Anti-Bribery Laws” means all Applicable Laws relating to anti-bribery, anti-corruption or anti-kickbacks, which may include, the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign Corrupt Practice Act of 1977, the United Kingdom Bribery Act of 2010 and any other Applicable Laws in any jurisdiction.

4. “Anti-Money Laundering Laws” means all Applicable Laws relating to anti-money laundering or combating financing of terrorism, which may include the Malaysian Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and any other Applicable Laws in any jurisdiction.

5. “Applicable Laws” means with respect to any person or thing, any supranational, national, state, provincial, municipal or local law, common law, regulation, directive, guideline, constitution, act of parliament, ordinance, treaty, convention, by-law, circular, guidance, notice, codes, rule (including the rules of any applicable stock exchange), order, injunction, judgment, decree, arbitral award, ruling, finding or other similar requirement enacted, adopted, promulgated or applied by an Authority, including any amendments, re-enactment or replacement of it, that has the force of law with respect to such person or thing in any relevant jurisdiction.

6. “Authorisation” means any approval, consent, exemption, filing, licence, notarisation, permit, permission, registration, clearance, authorisation or waiver however described as required by Law, and any renewal or variation of any of them. 

7. “Authentication” means authentication process or validation of the Transaction to be performed by the banks or non-banks of the Customer and the Acquirer as per Clause 7.2 of the Agreement.

8. “Authority” includes any supranational, national, state, municipal or local government, governmental, semi-governmental, intergovernmental, regulatory, judicial or quasi-judicial body, agency, department, entity or authority, stock exchange or self-regulatory organisation established under statute and shall include persons exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

9. “Axiata Group” means Axiata Group Berhad and its subsidiaries.

10. “Boost Connect Group of Companies” means Boost Connect Sdn Bhd  and its subsidiaries, associates and affiliates (including future subsidiaries, associates and affiliates).

11. “Business Day” means:

i. if a place is not specified, any day, excluding weekends and public holidays in Kuala Lumpur, Malaysia and/or such place where the applicable Boost Connect entity is located.

ii. if a place is specified, any day, excluding weekends and public holidays in the specified place; or 

12. “Buy Now, Pay Later” or “BNPL” means an extended payment feature offered by Pay Later Provider to Customers under which payment for the Transaction shall be made on a deferred and interest free basis;

13. “Change in Control” means a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of securities, by contract, or otherwise.

14. “Confidential Information” means confidential information of a party which relates to the subject matter of this Agreement and includes confidential information relating to the customers, personnel, policies or business strategies of that party and any company within that party’s group of companies, and the terms or conditions upon which the Services are consumed pursuant to this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the receiving party already knew, that becomes public through no fault of the receiving party, that was independently developed by the receiving party, that was rightfully given to the receiving party by another party, that was required to be disclosed by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

15. “Claim” means any claim, demand or proceeding arising out of any cause of action (including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action).

16. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise;

17. “Customer” means any person making purchase of your goods, products or services;

18. “Declaration” means the declaration required to be signed or agreed whether in written or electronic form by you prior to the entry into this Agreement;

19. “E-wallet” means payment solutions and/or platform provided to the Merchant, which is developed and deployed by E-Wallet Issuers for the purpose of enabling payment transactions by the Customers to the Merchant which Boost Connect may accept for processing;

20. “E-wallet Issuer” means the company that is licensed under Bank Negara Malaysia (“BNM”) to operate an E-Wallet in Malaysia;

21. “FPX” means a real time internet-based online payment system which enables Customers to make secure online payments using their internet banking account to Merchant(s).

22. “gratification” and “financial or other advantage” includes facilitation payments, asset, benefit, loan, employment, agreement to render services, release, discharge of any liability, money, forbearance to demand money, forbearance from exercising any right or power, obtaining favourable treatment or improper commercial advantage,  gifts, entertainment, favours, services or benefits,  commission, valuable consideration of any kind and any service or favour and  “gift” is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.

23. “Pay Later Provider” means provider which allow deferred payment to be made interest free for the Transaction in stages or instalments.

24. “Politically Exposed Persons” includes any government official, any official of government departments, agencies or instrumentalities, any official or employee of public international organisations, political party official or, candidate for political office, any employee of a public body, any employee of a state-owned or controlled entity, or their respective representatives or proxies.

25. “Data” means data or information relating to: 

i. Boost Connect or any relevant third party;

ii. operations, facilities, customers, personnel, assets, and programs (including personal information or Personal Data) of Boost Connect or any relevant third party; or 

iii. data or information, in any format whatever, generated, stored, processed, retrieved, printed or produced by you or on your behalf utilising such data or information referred to in (i) and/or (ii) above.

26. “Force Majeure Event” means a circumstance beyond the reasonable control of either or both parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but shall not be limited to acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, embargoes, epidemics, material and adverse changes in the financial and economic situation in the place where such party (which is unable to observe or perform on time the said obligation) is located, as per its address specified in this Agreement, or strikes or other labour disputes.

27. “Infringement Claim” means a Claim by any person that:

i. any of the Systems, Materials or Boost Connect’s partners, and all Intellectual Property Rights made available by you in connection with this Agreement;

ii. Boost Connect’s receipt of the Systems, Materials or Boost Connect’s partner and all Intellectual Property Rights made available by you in connection with this Agreement; or

iii. Boost Connect’s or any of its personnel’s or sub-licensees’ possession of, or use of, or dealings with, in accordance with any rights granted under this Agreement, Systems, Materials or Boost Connect’s partner, and all Intellectual Property Rights made available by you in connection with this Agreement, infringes the Intellectual Property Rights of any third party. 

28. “Intellectual Property Rights” shall have the meaning as defined in the Intellectual Property Rights Policy.

29. “Law” means all or any of the following as the context requires:

i. any law, code, decree, statute, regulation, by-law, ordinance or subordinate legislation; and

ii. any Authorisation, guidelines, policies, rules, code of practice, code of conduct and other requirements which is enforceable against a party (as applicable) or which is issued under an instrument referred to in (i) above.

30. “Loss” means all damages, losses, liabilities, costs or expenses arising out of or in connection with:

i. a right under this Agreement;

ii. a cause of action in connection with this Agreement and/or the Services; or

iii. any claims, actions or proceedings brought by any third party,

in each case, including breach of contract, tort (including negligence) and any other available cause of action at Law.

31. “Materials” means literary works or other works of authorship including design, technical, functional, operational or other specifications (including application programming interface and other interface specifications), architecture, standards, rules, regulations, policies, procedures, workflows, software, routines, codes, interfaces, job control and other logs, databases, compilations of data, program listings, software tools, methodologies, processes, scripts, user manuals, reference manuals, reports, plans, drawings and other written documentation and machine-readable text and files.

32. “Merchant” means, collectively or individually as the context requires:

(a) any Third-Party Acquirer (TPA), master merchant, or similar entity; 
(b) any Sponsored Merchant, sub-merchant, or downstream merchant onboarded, managed, or operated by such entity; or 
(c) any entity directly onboarded by Boost Connect, with or without an SSM.

For the purposes of this Agreement, “Merchant” includes any party whose name, legal description, and registered address are stated in a relevant Merchant Service Application Form, directly onboarded by Boost connect, as well as any Sponsored Merchant operating under or through a TPA or master merchant, whether or not such Sponsored Merchant has executed a separate application form, and any employees, representatives, or agents identified, nominated, or approved by Boost Connect. 

33. “Payment Channel” means a channel that offers payment acceptance capabilities to enable the Merchant to accept the payment from their Customers.

34. “Payment Scheme” means the network of the entity which regulates and offers the Payment Channel, including but not limited to Visa, MasterCard, Union Pay, Diners Club and PayNet;

35. “Payment Instruments” means any instrument, whether tangible or intangible, that enables a person to obtain money, goods or services or to make any payment.

36. “Personal Data” shall have the meaning as defined in the Personal Data Policy and any other personal data as defined in the Privacy Legislation.

37. “Policies and Rules” refers to including but not limited to Boost Connect’s code of conduct, policies, specifications, processes, handbooks, instructions and requirements, including those that pertain to technical, functional or operational interface, inter-operability or integration; and relate to the integrity, security, interference, interruption, disturbance or disruption of the Services or Boost Connect Payment Gateway services; as amended, supplemented and replaced from time to time by Boost Connect. 

38. “Privacy Legislation” means:

i. the Malaysian Personal Data Protection Act 2010 and the relevant data protection act that applies to you; and 

ii. any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to above.

39. “Refund” means a request made by Customer(s) to reverse a Transaction made;

40. “Relevant Parties” shall mean collectively referred, including but not limited to the Acquirer, Payment Scheme, E-Wallet Issuer and Pay Later Provider.

41. “Security Measures” means the appropriate technical and organizational security measures to be taken by Boost Connect, taking into account the nature of processing of the Personal Data to protect the Personal Data against any Loss, misuse, modification,  unauthorized or accidental access or disclosure, alteration or destruction, as set out in the Privacy Legislation.

42. “Services” means the Boost Connect Payment Gateway service or services in applicable Merchant Service Application Form, as the case may be, subscribed by you under the Agreement.

43. “Merchant Service Application Form” means the document which sets out the details of order and particulars of the Merchant, business information of the Merchant and legal terms specific to, each individual Service subscribed by you (if any).

44. "Systems" means telecommunications and computer hardware and software and other applications, tools, programming, interfaces, coding, configurations, hardware, peripheral equipment, networks, communications and other systems, numbering, domain names or electronic addresses, facilities, architectures and other equipment or elements of whatever nature.

45. “Taxes” means duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others.

46. "Territory" means Malaysia and any other jurisdiction specified in this Agreement.

47. “Transaction(s)” means any payment made via Boost Connect Payment Gateway or Services.

48. “Website” means e-commerce platform, portal or mobile application owned, operated, and maintained by the Merchant for the purpose of displaying and offering of its goods, products or services for sale to Customers.

Appendix E (Applicable For Enablement Of FPX Service)

The Merchant hereby acknowledges and agree that by entering into a contract/commercial agreement with Boost Connect, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Boost Connect. For the avoidance of doubt, the specific terms and conditions below shall be read together with the Agreement.

This Appendix E is aligned with and incorporates the Standard Seller Terms and Conditions prescribed under Appendix A of the Operational Procedures for FPX issued by Payments Network Malaysia Sdn Bhd (PayNet) (latest version). 

1. DEFINITIONS

The following terms are further defined for use in this Agreement, unless the context otherwise requires:

“B2B” means Business-to-Business or a real-time payment from a Customer that is an organization or business to a Merchant. The transaction is then routed via FPX to the internet banking channel of the Customer’s bank to undergo a multi-level approval workflow;

“B2C” means Business-to-Customer or a real-time payment transaction initiated by a Customer, who is a retail consumer, at a Merchant’s website or mobile commerce app. The transaction is then routed via FPX to the internet banking channel of the Customer bank for authorization;

“Card Accounts” means Credit Card Account(s), charge card account(s) and prepaid card account(s);

“Exchange” means an organization/company internet-based gateway, which provides or maintains a marketplace where goods or services can be traded;

“Exchange ID/ Seller ID” means an ID that is provided to the Exchange in order to identify that a Merchant will trade under the Exchange;

“FPX” means a real time internet-based online payment system which enables Customer(s) (either individual or corporate) to make secure online payments using their internet banking account to Merchant(s). This system supports the real time switching and routing of payment transactions between the Website and financial institution’s internet banking system. FPX provides two types of transactions known as B2C and B2B;

“FPX Brand” means the brand, icon, logo and marks for the FPX services;

“FPX Merchant Registration Form” means the application form provided by Paynet to Merchant whereby Merchant is required to submit to Paynet prior to the enablement of the FPX Service;

“FPX Operator” means Payments Network Malaysia Sdn Bhd or “Paynet”;

“FPX Services” means services of FPX;

“FPX System” means an exchange infrastructure and application platform offered by Paynet. This system will facilitate electronic payment transactions, which is connected to various financial institutions (FIs). FPX offers multi-layer solutions across all markets in terms of B2B and B2C businesses;

“FPX Webview” means an online system provided by Paynet to Boost Connect or other participants of FPX Services and registered Exchange(s)/Merchant(s) to check their own profile and view FPX transaction status and reports;

“RENTAS” means Real-time Electronic Transfer of Funds and Securities System, a real time gross settlement system for inter-bank funds transfer, a securities settlement system and a scriptless securities depository for all unlisted debt instruments;

PART 1

2. FPX SYSTEM ACCESS

2.1. Boost Connect is a participant of the FPX Service, and for the purpose of Appendix E is also known as the “Acquirer” and the Merchant is a registered Seller under the FPX Services.

2.2. In consideration of the fees paid to the Acquirer, the Acquirer agrees to facilitate the participation of the Seller in the FPX Services in accordance with this Agreement.

2.3. The Seller hereby agrees to observe all the Operational Procedures for participating in FPX as issued by the FPX Operator, as applicable to the Seller and reflected herein including any future revisions which will be communicated by the Acquirer to the Seller.

3. PAYMENT TYPE

3.1. The Seller shall accept payments that draw funds from Current Account/Saving Account (CASA) and optionally payment(s) that draw funds from Card Accounts.

4. OBLIGATIONS OF SELLER OR MERCHANT

4.1. The Seller shall, at all times comply with the Consumer Protection Act 1999, as the Seller is prohibited to use misleading and deceptive conduct, false misrepresentation and unfair claims in selling their products or services.

4.2. The Seller shall not be involved or engaged in business activities that contravene the laws of Malaysia.

4.3. The Seller is prohibited from re-selling or acquiring any other sub-seller(s) into the FPX Services or acting as merchant aggregators for other seller(s), without the prior written consent of the FPX Operator and Acquirer.

4.4. The Seller must ensure that it has and maintains adequate procedures and systems for receiving and processing prompt payment confirmation received from FPX System and promptly and correctly updates the payment status as well as to ensure that its obligations are fulfilled to the Customer’s satisfaction.

4.5. The Seller shall ensure that all requirements stipulated in the FPX integration guideline provided in [https://fpxexchange.myclear.org.my:8443/MerchantIntegrationKit/#] that are imposed by the FPX Operator (including but not limited to the following) are fully complied with at all times:

4.5.1. Display of FPX participating banks at the Website must be in accordance with the FPX integration guideline.

4.5.2. Notification to Customer that FPX Service is available 24 hours daily, subject to participating banks’ internet banking services availability.

4.5.3. The Seller shall take all possible measures to ensure that Customers’ internet banking security credentials used in the course of a transaction at the Website, mobile app, exchange and/or other systems, are always safeguarded and is never exposed to any other party except the relevant Customers’ banks:

(i) The Seller shall not intercept, capture or store Customers’ internet banking security credentials;

(ii) The Seller shall not facilitate or allow the interception, capturing or storage of Customers’ internet banking security credentials;

(iii) The Seller shall not through its action or omission, risk the exposure of the Customers’ internet banking security credentials to any party.

4.5.4. The Seller shall ensure the confidentiality, integrity and security of Customers’ information entered at the Website.

4.6. The Seller must not make any warranties or representations in respect of goods or services supplied which may bind the Acquirer, FPX Operator, Customer bank or any other participants in the FPX Services.

4.7. The Seller must establish and maintain a fair policy for resolving Customers’ disputes and/or claims.

4.8. The Seller who has been granted a non-transferable license to use the FPX Brand shall not license or assign the said right to use to any other third party. The Seller shall comply with the FPX Brand guidelines at all times.

4.9. For the purpose of Clause 4.8 of this Appendix E, the Seller will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorized usage of the FPX Brand. In the event of such breach, the Seller sub- licensed rights of using the FPX Brand shall be revoked and ceased immediately, whereupon this Agreement shall be terminated accordingly. Upon termination, Clause 11.4 of this Appendix E shall apply accordingly.

4.10. The Seller shall consent and allow the Acquirer to disclose its information to the FPX Operator, as may be reasonably required for the purpose of and in connection with providing the FPX Services.

4.11. The Seller shall notify the Acquirer immediately if it becomes aware of any non-compliance to this Agreement or the operational procedures for FPX which is applicable to the Seller and as reflected in this Agreement.

4.12. The Seller’s configuration shall be performed by the Seller with assistance from the Acquirer.

4.13. The Seller that is acquired by acquiring banks shall get their security key generated and certified before generating and sending any message to FPX.

4.14. The Seller that is acquired by acquiring banks is to determine the type of transactions (i.e. whether it is meant for B2C and/or B2B models) and the specific account to be credited by indicating it in the message token and bank code, respectively.

4.15. The Seller shall ensure each transaction that is sent to FPX for processing has a unique payment reference number known as Seller Order Number.

4.16. The Seller shall advise the Customer to authorize their pending B2B transactions before escalating to the FPX Operator in the event of any discrepancy.

4.17. The Seller shall ensure that their Customers are aware that payments can be made via FPX. Sellers shall raise awareness and promote the use of FPX through the Website, mobile apps, and other means of communications.

4.18. Clause 4.5.4, 4.7 and 4.9 of this Appendix E herein shall survive termination of this Agreement. Termination does not affect either party’s rights accrued and obligations incurred before termination.

4.19. Sellers shall perform timely reconciliation of all FPX transactions and to ensure that the value of all successfully completed host-to-host (Direct AC) messages matches the sale proceeds received from Acquirers. Sellers shall report discrepancies to the Acquirers within seven (7) business days of discovering such discrepancies. Acquirers shall in turn inform PayNet within three (3) business days of receiving discrepancy reports from Sellers.

5. OBLIGATIONS OF ACQUIRER

5.1. For prepayment business, Acquirer shall impose a cap on allowable percentage of high-risk Merchants that are allowed to perform prepayment business (e.g. only up to 10% of the prepayment transactions can be originated from the high-risk Merchant).

6. GOODS AND/OR SERVICES DELIVERY

6.1. Upon receiving final payment confirmation from FPX System, the Seller shall immediately update the Customer’s payment and proceed to arrange for the delivery of the goods or services purchased by the Customer. Seller is responsible to ensure that the goods or services purchased are rendered to the Customer within the duration as stated in the Website.

7. FRAUD AND SECURITY

7.1. The Seller shall implement all prudent safeguards and controls necessary to prevent, detect and mitigate fraud, as well as to protect their Customers, Services and Transactions from fraud.

7.2. The Seller shall also comply with all applicable laws of Malaysia in relation to fraud.

7.3. In the interest of safeguarding the integrity of the FPX Service, Sellers grant the FPX Operator and/or the Acquirer the absolute authority to direct Sellers to take any measure that the FPX Operator and/or the Acquirer deems necessary to detect, mitigate, resolve and prevent fraudulent acts, actual and suspected. The Seller receiving such a directive shall promptly comply with the directive.

8. FPX ‘s CUSTOMER’S DISPUTES/CLAIMS

8.1. If a valid request to recover funds was received by the Seller within sixty (60) days of the Customer’s FPX payments, the Seller shall address the Customer’s disputes / claims to the Customer’s satisfaction.

8.1.1. Customers may submit requests for refunds to their Sellers for the following reasons after FPX payments have been made:

(i) Goods or services purchased were not provided or rendered due to the Seller’s non-performance or insolvency;

(ii) Goods purchased were damaged or defective;

(iii) Goods purchased not as described or as advertised by the Sellers;

(iv) Goods purchased were not genuine, counterfeit or fake;

(v) Customers’ bank accounts were erroneously debited multiple times for a single purchase or charged an incorrect amount by Sellers.

8.2.2. Upon receiving a request for refund, the Seller shall respond to all requests for refunds within seven (7) Business Days of receipt. The Seller shall ensure that the refund claims are addressed within the seven (7) Business Days timeframe.

8.3. The Seller may provide concrete evidence to contest the refund claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of goods, or other documentation to demonstrate the Seller’s performance of its obligations. If the Seller is unable to furnish evidence within the timeframe specified in Clause 8.2.2 of this Appendix E or the evidence does not conclusively refute the Customer’s refund claim, the Seller is required to refund the purchase proceeds to the Customer within three (3) Business Days. Evidence furnished by a Seller to refute a refund claim is deemed to be sufficient if both the Customer bank and the counterparty are fully satisfied that the Seller has adequately demonstrated that the Seller has performed its obligations.

8.4. If the Seller is not able to adequately refute a refund claim in accordance with Clause 8.3 of this Appendix E, the Acquirer shall have the right to debit any of the Seller’s account(s) maintained with the Acquirer for the recovery of the disputed sum either entirely or partially.

9. DISPUTE RESOLUTION

9.1 Sellers shall have the right to refer their disputes to the FPX Operator if there is an allegation of the Acquirer’s non-compliance to the obligations set out in this Agreement and the Operational Procedures. The FPX Operator will review such complaints and allegations, but such review will be confined to:

9.1.1. Determination whether there has been non-compliance;

9.1.2. Stipulating remedies for the Acquirer to correct or address the non-compliance; and

9.1.3. Determination if penalties are applicable for the Acquirer’s non-compliance.

9.2. All decisions rendered by FPX Operator in response to complaints from Sellers shall be binding on the Acquirer.

9.3. Referring allegations of non-compliance to FPX Operator does not preclude the right of Sellers to take the dispute to the respective industry arbitration or mediation bodies.

10. INDEMNITY

10.1. Subject to the Acquirer and Seller’s (hereinafter referred to as “party” or “party’s”) compliance with Clause 10.3 of this Appendix E, each party (“Indemnifying Party”) agrees to indemnify and hold the other party and its employees and agents harmless against any and all losses, expenses, claims, suits, demands, actions, and proceedings including all reasonable legal and other related fees or charges (“Liability”) which the other party may suffer or incur or for which the other party may become liable as a result of:

10.1.1. Any negligence, misrepresentation or fraud on the part of the indemnifying party, its employees, and agents with respect to the performance of its obligations or the exercise of any of its rights under this Agreement.

10.1.2. Any claim by a Customer, Acquirer, Customer Bank, FPX Operator or any other person for any breach by the Indemnifying Party of any applicable laws;

10.1.3. The failure of the Indemnifying Party to observe any of its obligations under this Agreement; or

10.1.4. Any use of the FPX Brand by the Indemnifying Party other than as permitted by this Agreement.

10.2. Notwithstanding Clause 10.1 of this Appendix E, in the event the Acquirer becomes insolvent, the Seller hereby agrees to indemnify the FPX Operator from all claims, losses, damages, penalties, suits, costs, and expenses (including reasonable legal fees) at all times.

10.3. In the event a claim is made against a party in respect of which it is entitled to be indemnified pursuant to Clause 10.1 or 2 of this Appendix E, that party must:

10.3.1. Give notice of any such claim to the other party;

10.3.2. Consult with the other party in relation to any such claim;

10.3.3. Not to settle any claim without obtaining the prior written consent of the other, such consent not to be unreasonably withheld.

10.4. The Acquirer is not liable to the Seller for any loss or damage suffered by the Seller as result of the delay or disruption caused by any system failure beyond the Acquirer’s reasonable control.

10.5. For the purposes of this clause, loss or damage includes any consequential or economic loss or damage.

11. SUSPENSION & TERMINATION

Suspension

11.1. The FPX Operator or the Acquirer, as the case maybe, reserves the right to suspend the participation of the Seller in the FPX service by giving notice in writing specifying the suspension date and any conditions applicable to the suspension, under the following circumstances:

11.1.1. FPX Operator or the Acquirer has determined that the Seller breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or laws;

11.1.2. The Seller fails to remedy the breach described in Clause 10.1.1 of this Appendix E to the Acquirer’s satisfaction;

11.1.3. FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the FPX service;

11.1.4. Court order(s) affecting the Seller’s membership in the FPX service and/or the legal status of the Seller;

11.1.5. Directive(s) issued by regulatory or government authority affecting the Seller’s membership in the FPX services and/or its legal status;

11.1.6. An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;

11.1.7. The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or

11.1.8. The Seller is suspected on reasonable grounds that it is facilitating, involved in, has committed or will commit fraudulent act(s) in connection with the FPX service;

11.1.9. The Acquirer has received complaints from other Seller(s), other Acquirer(s), Customer bank or Customer that the Seller is engaging in fraudulent activity in connection with the FPX service; or

11.1.10. The Seller has been suspended from the FPX service by other Acquirer(s) due to breach of provisions of this Agreement or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circular or law.

11.2. Upon suspension of the Seller in the FPX services:

11.2.1. The services provided under FPX system will be suspended immediately;

11.2.2. The Seller will no longer have access to FPX Webview;

11.2.3. The Seller will stop sending debit request to FPX system or accept payments from Customer bank(s);

11.2.4. The Seller will no longer have access to the Acquirer(s) that the Seller is connected to via its Exchange ID / Seller ID(s);

11.2.5. The Seller must take all reasonable steps to assist the Acquirer to notify each Customer affected by the action that the Seller is no longer participating in the FPX service, in the form directed by the Acquirer;

11.2.6. The Seller must cease all promotional and advertising that is related or can be perceived to be related to FPX service;

11.2.7. The Seller must remove all FPX Brand from the Seller’s marketing collaterals, channels and website; and

11.2.8. The Seller must take all reasonable steps to comply with any directions of the Acquirer to minimize the impact on Customer of the suspension.

Termination

11.3. FPX Operator or the Acquirer, as the case maybe, reserves the right to terminate the services provided under this Agreement or the FPX service under the following circumstances, which includes, but not limited to:

11.3.1. This Agreement between the Seller and the Acquirer is terminated or expired;

11.3.2. The Acquirer or the FPX Operator has determined that the Seller has breached this Agreement, or the terms and conditions stipulated in the FPX Merchant Registration Form, or any applicable rules, guidelines, regulations, circulars or laws;

11.3.3. The Seller fails to remedy or take adequate steps to remedy its default under this Agreement to the satisfaction of the Acquirer or the FPX Operator, as the case maybe, within a time period as specified in the notice of the default given by the Acquirer;

11.3.4. The FPX Operator or the Acquirer has determined that the Seller has inadequate operational controls or insufficient risk management processes resulting in potential threats to the stability, integrity, safety and efficiency of the FPX service;

11.3.5. Court order(s) affecting the Seller or the Acquirer(s) membership and/or legal status;

11.3.6. Directive(s) issued by regulatory or government authority affecting the Seller or the Acquirer(s) membership and/or legal status;

11.3.7. An application is made to the court either voluntarily or involuntarily for an order that the Seller be wound up;

11.3.8. The Seller is deemed unable to pay its debt and should be wound up under statutory laws; or

11.3.9. The Acquirer’s membership in the FPX service or RENTAS is terminated or suspended and the Seller has not appointed a replacement Acquirer;

11.3.10. The FPX Operator has determined the Seller is inactive or the Seller is deemed inactive when there are no FPX transactions for a period of twelve (12) consecutive months.

11.4. Upon termination of this Agreement, the Seller must undertake the following:

11.4.1. Immediately advise its Customers that they will no longer accept payment via FPX from the effective date of termination of the Seller’s access to FPX service;

11.4.2. Shall ensure that inflight transactions post-termination are completed i.e. goods are delivered to the Customer’s satisfaction;

11.4.3. Cease all promotional and advertising that is related, or can be perceived to be related to the FPX service; and

11.4.4. Remove all FPX Brand and Marks from the Seller’s Payment Channels and Website.

11.5. Upon termination of this Agreement, the participation of the Seller in FPX Services is automatically terminated and the Seller will no longer have access to the FPX System and FPX Services provided under the FPX System.

11.6. Termination of the Seller in the FPX service shall not extinguish any outstanding right or liability arising under this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as reflected in this Agreement.

12. ADVERTISEMENT AND USE OF LOGO

12.1. The FPX Operator owns all rights, titles and interest in the FPX Brand and the FPX Operator and/or the Acquirer may specify and may at any time amend the requirements relating to the use and/or display of the FPX Brand.

12.2. The Seller shall comply with the requirements, process and/or guidelines prescribed by the FPX Operator in using the FPX Brand.

12.3. The Seller must use the appropriate denotation or legend of trademark registration or ownership in connection with FPX Brand, as required or consented to by the FPX Operator and/or the Acquirer.

12.4. The Seller shall only use the FPX Brand for the sole purpose of publicizing, indicating and advertising that the Seller accepts payment requests through the FPX service.

12.5. The FPX Operator and/or the Acquirer have the right to direct the Seller to make changes to their use of the FPX Brand to rectify any non-compliance or potential non-compliance.

12.6. The FPX Operator, may at any time, in its absolute discretion, direct a Seller to cease using the FPX Brand where such use is in breach of this Agreement or the terms in the Operational Procedures for FPX which is applicable to the Seller as stipulated in this Agreement.

12.7. The Seller must not use the FPX Brand in such a way to create an impression that the goods or services offered by the Seller are sponsored, produced, offered or sold by the owner of the FPX Brand. The Seller must not adopt “FPX” or any other FPX Brand as any part of the name of its business or apply it to any goods or services offered for sale.

12.8. In the event of termination of the Seller’s access in FPX service, the Seller’s sub-licensed use of the FPX Brand shall be automatically revoked on the day that the cessation of the Seller’s access takes effect.

12.9. The Seller must immediately on becoming aware of any infringement or potential infringement of the FPX Brand, notify the Acquirer.

APPENDIX F – CREDIT CARD & DEBIT CARD PAYMENT CHANNEL

APPENDIX F (Only applicable to credit card, Debit Cardpayment channel including Card Schemes

Additional terms and conditions for merchant applying for credit card and debit card channel

The Merchant hereby acknowledges and agrees that by entering into a contract/commercial agreement with Boost Connect, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Boost Connect. For the avoidance of doubt, the specific terms and conditions on credit card channel below shall be read together with the Agreement. 

1. DEFINITIONS

The following terms are further defined for use under this Appendix F, unless the context otherwise requires:

“Acquirer” means any financial institutions, Bank(s) or non-bank(s) institutions that process Card payment;

“Association” means a network of banks (either issuing or acquiring bank) that processes credit cards payment;

“Authorization” means the process of referring a Transaction to the Authorization center for approval for the Transaction to go ahead and to verify that, at the time of the Transaction, there is available credit on the relevant Card and that the Card has not been reported lost or stolen;

“Card Holder” means an individual, company, firm, or other body to whom a Card has been issued at any time and who is authorized to use that Card;

“Card Schemes” means payment networks linked to payment cards, such as debit or credit cards, of which a bank or any other eligible financial institution can become a member. By becoming a member of the scheme, the member then gets the possibility to issue or acquire cards operating on the network of that card scheme. Examples of these payment networks are VISA, Mastercard, JCB and others.

“Card Schemes Rules” means the online rules which the Merchant undertakes it has understood and accepted.

“Chargeback” means any sum claimed by an Issuer of a Payment Card against Boost Connect or any other loss suffered by Boost Connect in relation to a Payment Card Transaction for whatever reason whether by way of a Merchant related fraud, third party fraud or otherwise.

“Credit Card” means a Payment Card which indicates a line of credit or financing granted by the Issuer to the Cardholder and where any amount of the credit utilised by the Cardholder has not been settled in full on or before a specified date the unsettled amount may be subject to interest or finance charges until full settlement is made

“Debit Card” means a Payment Card where the Payment Card Transaction amount is deducted directly from the Cardholder’s current or saving’s bank account upon Authorisation.

“Designated Payment Instrument (DPI)” means any or all of the following payment instruments prescribed as designated payment instruments under the FSA or designated Islamic payment instruments under the Islamic Financial Services Act 2013, including but not limited (a) Credit Card/Credit Card-i; (b) Charge Card/Charge Card-i; or (c) Debit Card/Debit Card-i; or (d) Electronic money and for the purpose of this Agreement the term “electronic money” shall also mean a “Prepaid Card”.

“e-Commerce” means the buying and selling of goods and/or services that are being conducted over computers, tablets, smartphones, or other electronic devices, using the internet.

“EMV” means the global standard managed by EMVCO to facilitate worldwide interoperability and acceptance of Payment Card Transactions.

“Issuer” means the online rules which the Merchant undertakes it has understood and accepted.

“Interchange System” means system between issuer and acquirer where they would charge interchange fee between each other to balance and grow the payment system for the benefit of all participants in the market;

“Mark” means names, logos, symbols and trademarks;

“MasterCard” means MasterCard Worldwide Inc., 2000 Purchase Street, Purchase, and NY10577 United States of America and includes its successors–in-title and assigns which is an approved operator of a payment system.

“Payment Card” means any DPI or any other payment instrument that is associated with or bears the logo of an approved payment system operator, and any reference to “Payment Card” shall include a reference to both consumer and commercial cards which are issued by an Issuer from time to time and which are embedded with the EMV compliant Chip with or without the PIN and/or magnetic stripe feature for acceptance by the Merchant under the terms of this Agreement as further described in the Schedule.

“Payment Card Acceptance Services” means the services that may be provided by the Boost Connect to the Merchant to process the Payment Card Transactions of the Merchant under the terms of this Agreement as further described in the Schedule and may include any of the following:-

(a)“POS Transaction Acceptance” means a Payment Card Transaction performed through the use of EDC Terminals. 
(b)“Recurring Transactions / Auto Debit Service Acceptance” means an arrangement whereby Cardholder may pre-authorise Merchant to automatically charge Payment Card account on a recurring or auto-debit basis. 
(c) “Pre-authorisation” means a temporary hold of a specific amount of the Payment Card until the Merchant performs a settlement which the actual amount charged shall be posted to the Cardholder. 
(d)“e-Commerce” transaction. 

“Payment Card Transaction(s)” means the payment to the Merchant by a Cardholder through the use of a Payment Card for a purchase of goods and/or services.

“Pin” means in relation to a Cardholder, the Personal Identification Number of the Cardholder which is to be used by the Cardholder to validate a Payment Card Transaction.

“Prescribed Persons” means all persons, countries, organizations and/or other entities prescribed as sanctioned or subject of any sanctions administered by the Government of the United States of America via the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Malaysia and Her Majesty’s Treasury of the United Kingdom, from time to time;

“Scheme Marks” means the Card Schemes intellectual property including copyright, patent and logo.

“Terminal Account” means the Terminal ID that is assigned for each individual Merchant.

“Visa” means Visa International Inc., P.O. Box 8999, San Francisco, CA 94128, United States of America and includes its successors-in-title and assigns which is an approved operator of a payment system.    

2. OTHER SPECIFIC TERMS

2.1. On an ongoing basis, the Merchant must promptly provide Boost Connect with the current address of each of its offices, all “doing business as” (DBA) names used by the Merchant, and a complete description of goods sold and services provided to its Customers.

2.2. The Card Schemes may at any time, immediately and without advance notice, prohibit the Merchant from using any of the Scheme Marks for any reason.

2.3. The Card Schemes have the right to enforce any provision of the Card Scheme Rules and to prohibit the Merchant and/or Boost Connect from engaging in any conduct the Card Schemes deem could injure or could create a risk of injury to the Card Schemes, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Card Schemes Confidential Information as defined in the Card Scheme Rules, or both.

2.4. The Merchant will not take any action that could interfere with or prevent the exercise of this right by the Card Schemes.

2.5. Merchant agrees that TPPP and/or Boost Connect may use, for the purposes of fulfilling TPPP and/or obligations under this Agreement, any information, whether confidential or otherwise, regarding the Merchant that TPPP and/or Boost Connect may, from time to time request. The Merchant also agrees to furnish such information within seven (7) days of TPPP and/or Boost Connect making that request.

2.6. The Merchant shall co-operate with Boost Connect and TPPP in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.

2.7. The Merchant acknowledges and agrees that TPPP and/or Boost Connect shall have the general right to retain or withhold Settlement Funds due by  the Merchant if the Merchant breaches any of its obligations under this Agreement including without limitation, Merchant’s breach causing TPPP and/or Boost Connect to breach its agreement with the Card Scheme. TPPP and/or Boost Connect may, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or which subsequently become due pursuant to this Agreement if in good faith where TPPP and/or Boost Connect suspects that (i) any Transaction is fraudulent or involves other criminal activity; (ii) that any Transaction was not in the ordinary course of business for  the Merchant; (iii) if the number and/or size of the Transaction(s) is significantly greater than expected; (iv) if any of the events in Clause 15.2 or Clause 2.8 of Appendix F has occurred; or (v) if TPPP and/or Boost Connect suspects that any such events in Clause 15.2 or Clause 2.8 Appendix F has, or is likely to occur (whether or not TPPP and/or Boost Connect has terminated this Agreement). All payments so suspended may be retained by TPPP and/or Boost Connect until TPPP and/or Boost Connect has satisfied itself that such Transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.

2.8. Without prejudice to Boost Connect’ termination rights under this Agreement, Boost Connect shall have the right to terminate this Agreement immediately and/or automatically without liability if:

2.8.1. The Card Scheme directs or requests Boost Connect to do so;

2.8.2. TPPP terminate the agreement as entered into between Boost Connect and TPPP for any reason;

2.8.3. The Card Scheme de—registers TPPP and/or Boost Connect or if TPPP and/or Boost Connect cease to be a member of either Scheme for any reason or if TPPP and/or Boost Connect fail to have a valid License with either Card Scheme to use any Mark accepted by the Merchant whereby such circumstances shall provide for automatic termination;

2.8.4. The Merchant’s activity is deemed, at Boost Connect’ discretion or at the direction of TPPP or the Card Schemes, to be fraudulent or otherwise wrongful or in violation of the Card Scheme Rules;

2.8.5. TPPP and/or Boost Connect consider the percentage, number or amount of fraudulent Transactions submitted by any Merchant or the number of Chargebacks in relation to the business of the Merchant, to be excessive;

2.8.6. The Merchant submits for processing, Transactions on behalf of any third-party entity other than that agreed between Parties;

2.8.7. The Merchant materially alters its website content without Boost Connect’ prior written consent or changes its business or alters its business model during the term of this Agreement or if there is a direct or indirect change of control of the Merchant or any parent company of the Merchant;

2.8.8. For six (6) consecutive months, the Merchant fails to submit any Transactions, or no activity is recorded on the Merchant’s Terminal Account;

2.8.9. There is any non-compliance by Merchant with applicable laws and/or  the Card Scheme Rules;

2.8.10. There is any breach of this Agreement in respect of the Merchant;

2.8.11. The Merchant is or becomes a Prescribed Person or prohibited Sub-Merchant;

2.8.12. The Merchant is or becomes listed on Visa Merchant Alert System (VMAS) or Mastercard Member Alert To Control High Risk Merchant (MATCH);

2.8.13. The Merchant’s acceptance of Transactions does not represent a genuine sale of products or services by the Merchant;

2.8.14. There is any Insolvency Event regarding the Merchant; or

2.8.15. The Merchant reasonably represents a materially unacceptable risk to the TPPP and/or Boost Connect having regard, among other things, to the obligations of TPPP and/or Boost Connect under applicable laws or Card Scheme Rules or the risk or fraud profile of the Merchant (including the level of Chargebacks applicable to the Merchant).

3. Boost Connect is responsible for the Card acceptance policies and procedures of the Merchant, and may require any changes to Website or otherwise that Boost Connect or TPPP deem necessary to ensure that the Merchant remains in compliance with the Card Scheme Rules governing the use of the Scheme Marks.

4. In the event of any inconsistency between any provision of this Agreement and the Card Scheme Rules, the Card Scheme Rules will take precedence.

5. The Merchant acknowledges, agrees and undertakes:

5.1. To comply with all applicable Card Scheme Rules, as amended from time to time;

5.2. That the Card Schemes are the sole and exclusive owner of the Scheme Marks;

5.3. Not to contest the ownership of the Scheme Marks for any reason;

5.4. To only submit Transactions to Boost Connect that are in respect of goods and/or services provided by the Merchant to the Cardholder;

5.5. To ensure it that prominently and unequivocally informs Cardholders of the identity of the Merchant at all points of interaction, so that the Cardholder can readily distinguish the Merchant from any other third party, such as a Supplier of products or services to the Merchant and the Merchant will ensure that its website:

5.5.1. is genuine and/or legitimate;

5.5.2. prominently displays the name of the Merchant; prominently identifies the name of the Merchant as displayed on the website as both the Merchant and as the name that will appear on the Cardholder statement; and

6. To display the Merchant name and information as prominently as any other information depicted on the website, other than the images of the products or the services being offered, in accordance with the Card Scheme Rules.

7. The Merchant acknowledge and agrees NOT to:

7.1. Undertake Transactions for any purpose other than the genuine purchase of the goods and/or services that the Merchant supplies;

7.2. Impose any minimum or maximum Transaction value(s);

7.3. Discriminate against the use of Cards in any way;

7.4. Split a Transaction into two or more Transactions;

7.5. Accept Transactions relating to goods and/or services which fall outside the description of the Merchant business without TPPP and/or Boost Connect prior written approval;

7.6. Accept a Transaction or present Transaction Data for processing which was not undertaken directly between the Merchant and the Cardholder;

7.7. Accept or process Transaction in order to give Cardholders cash unless TPPP and/or Boost Connect have specifically given their prior written consent to do so;

7.8. Accept any Transaction using any Card issued in Boost Connect or the Merchant’s name, or related to the nominated bank account or of a partner in, or director or other officer of Boost Connect’ business or the business of the Merchant, or of the spouse or any member of the immediate family or household of any such person;

7.9. Submit Transaction data/any Transaction which the Merchant knows or ought to have known is illegal. Similarly, Boost Connect will not accept any Transaction from the Merchant that Boost Connect knows or ought to have known is illegal; or

7.10. Refund Transactions to a Card which was not originally used to make such Transactions, and the Merchant must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder’s Account.

8. Merchants must seek Authorization from the Authorization center at the time of, or prior to, accepting each Transaction by following the procedures set out herein or as TPPP and/or Boost Connect may instruct.

9. CARD NOT PRESENT TRANSACTIONS

9.1 Own Risk. Each Merchant understands that it accepts Transactions at its own risk.

9.2. E-Commerce. Use of URLs. If a Merchant wishes to accept E-Commerce Transactions using more than one URL, and TPPP and/or Boost Connect provides its approval, the Merchant agrees to enter into a written agreement with Boost Connect for each URL that Merchant proposes to use. Merchant will not use more than one URL to accept Transaction under this Agreement, register more than one URL or use a URL to accept Transactions which is not the URL notified to TPPP and/or Boost Connect as being related to this Agreement.

10. In the event Boost Connect offer and Merchant accept recurring Transaction, Merchant understands that it accepts recurring Transactions at its own risk.

11. Cardholder Consent. In addition to seeking Authorization in accordance with this Agreement, for each recurring Transaction, Merchant is required to obtain a prior written request from the relevant Cardholder for the goods and/or services to be charged to its account periodically. The request must be dated and signed by the relevant Cardholder and must state the amount and frequency of the recurring charge to be made against that Cardholder and the period of time during which the charges comprising that recurring Transaction can be made.

12. No Completion of Recurring Transactions. Merchant shall not complete a recurring Transaction immediately after receiving: (i) cancellation from the Cardholder; (ii) notice from TPPP or Boost Connect that Boost Connect may no longer process recurring Transactions for the relevant Cards; or (iii) advice that the Card is not to be honored.

13. TPPP and/or Boost Connect is entitled to immediately terminate this Agreement if:-

13.1. There is fraud or reasonable suspicion of fraud or other criminal activity in relation to the Merchant;

13.2. TPPP and/or Boost Connect is required to do so by any regulator or Card Scheme, or the integrity or reputation of the Card Schemes or Ourselves is, or may be (as reasonably determined by TPPP and/or Boost Connect) brought into disrepute by the Merchant;

13.3. The activities of the Merchant contravene any Malaysia or other national or international laws and/or regulations, or any codes of practice that TPPP and/or Boost Connect may adopt from time to time, or which otherwise relate directly or indirectly to matters that TPPP and/or Boost Connect may view, from time to time, as being unlawful or otherwise objectionable in kind and nature;

13.4. TPPP and/or Boost Connect consider, by reference to the excessive Chargeback levels set by the Card Schemes, the percentage, number or amount of fraudulent Transactions submitted by the Merchant under this Agreement, or the number of aggregate Chargebacks in relation to the-Merchant, to be excessive; or

13.5. the Merchant is, or subsequent to the date of the Agreement, becomes a Prescribed Person.

14. In the event of any inconsistency between any provision of this Agreement, this Appendix and the Card Scheme Rules, the Card Scheme Rules will take precedence.

15. The Merchant grants TPPP and/or Boost Connect an irrevocable license to use the Merchant data and provide the following information in relation to TPPP and/or Boost Connect:

15.1. the full legal title of TPPP and/or Boost Connect;

15.2. the purposes of TPPP and/or Boost Connect processing the Merchant Data;

15.3. details of third parties and external and regulatory bodies that TPPP and/or Boost Connect may disclose the Merchant Data to during the course of the term of the  Agreement; and

15.4. that Merchant data may be transferred outside Malaysia by TPPP and/or Boost Connect for processing under the Agreement.

16. INFORMATION AND AUDIT RIGHTS

16.1 Upon request, Boost Connect will provide to TPPP, or its agents, with copies of interim and/or annual audited financial statement (including management accounts), and other required documentation or information concerning the Merchant’s business as TPPP reasonably request to assist with its continuing evaluation of financial credit and credit status of the Merchant.

16.2 For the purpose of auditing the performance of the Merchant, the Merchant, on request by TPPP and/or Boost Connect shall:

16.1.1 Provide documentary evidence to TPPP and/or Boost Connect, in the form and in the manner requested by TPPP and/or Boost Connect, of the compliance of the Merchants with all of the requirements obligations set out in this Agreement;

16.1.2 Grant unrestricted systems access to TPPP and/or Boost Connect and the Associations to enable TPPP and/or Boost Connect to confirm at a minimum : 

(i) the Merchant’s processing volume; 
(ii) funding to the Merchant;
(iii) the Merchant reserves; (iv) URL screening; 
(v) fraud monitoring; and 
(vi) the Merchant underwriting requirements (to include, but not limited to, site visitation documentation, financial statements, OFAC review, PEP screening, MATCH and VMAS screening, the Merchant authentication and any other information required by TPPP and/or Boost Connect and/or the Associations).

17. PAYMENT ARD TRANSACTION ACCEPTANCE PROCEDURE

17.1  Boost Connect may at the request of the Merchant agree to and accept the following mode of Payment Card Transactions:- 

(a) Card Present Transaction; 

(b) Card Not Present Transaction; or 

(c) Any other mode as Boost Connect may deem fit from time to time.  

17.2 All Payment Card Transactions shall be drawn in Ringgit Malaysia only,

17.3 The Merchant must comply with the applicable laws, confidentiality provisions, data storage prohibition etc prescribed by law, regulations and any approved operator of a payment system and undertakes to store Cardholder’s personal and account information securely in accordance with the applicable data protection laws, including but not limited to in order to prevent potential fraudulent activities.

17.4 The three-digit security number (3-Digit Code) imprinted on the signature panel of Visa/MasterCard Payment Card helps validate that the customer has a genuine Payment Card that is linked to a legitimate account. To prevent the 3-Digit Code from being compromised, the Merchant must NEVER keep or store a Visa/MasterCard’s3-Digit Code once a  Payment Card Transaction has been completed. Such action is prohibited and could result in severe penalties.

17.5 The Merchant shall be liable for all acts, omission or negligence of it employees and agents.

17.6 POS Transaction Acceptance

17.6.1 When a Payment Card is presented to the Merchant for payment, in accepting and honoring the Payment Card, the Merchant shall ensure that the following acceptance procedures are strictly observed and complied with:

a. The Merchant shall ensure that the Payment Card so presented is accepted by Boost Connect.

b. The Merchant shall ensure that the Payment Card so presented have not been defaced, altered and/or mutilated.

c. The Merchant shall process all Payment Card Transactions irrespective of the amount through the use of the EDC Terminal at all times.

d. The Merchant shall ensure the Payment Card so presented for any transaction is inserted using the EDC Terminal where an Authorisation shall be granted or declined. Only an authorised Payment Card Transaction shall be accepted by the Merchant. It is mandatory that the Merchant process any Payment Card presented by a Cardholder via Payment Card acceptance procedures.

When a signature-based Payment Card is being utilised, the Merchant shall obtain the signature of the Cardholder in the appropriate place on the Transaction Slip and shall always compare to ascertain that such signature shall be identical to that appearing on the Cardholder’s Payment Card. In the event the Merchant believes there to be a discrepancy, the Merchant shall contact Boost Connect for further instructions.

e. As prompted by the terminal, when a pin-based Payment Card is being utilised, the Merchant shall ensure that the Cardholder enters his/her PIN via the PIN Pad/key pad to validate the Payment Card Transaction and shall ensure that the Cardholder’s PIN is not at all times compromised, captured or copied.

f. The Merchant shall ensure that all completed Sales Slip(s) includes:

i. The masked Card account number on the Cardholder
ii. The date and time of transaction(s)
iii. Total price of the transaction(s) and the currency symbol (including any applicable taxes)
iv. The Merchant’s name, MID and TID
v. Authorisation code
vi. Batch number and transaction number
vii. Name of the payment network operator
viii. Reference number
ix. Application identifier (AID)
x. Terminal verification results (TVR)
xi. Transaction cryptogram (TC)
xii. Approval code (Appr Code)
xiii. Terminal status indicator (TSI)
xiv. System trace audit number (STAN)

(g) The Cardholder’s copy of the completed Transaction Slip is given to the Cardholder upon completion of each successful Payment Card Transaction and Merchant shall keep the “Merchant Copy” of the Transaction Slip in their record for at least 18 (eighteen) months after the date of the Payment Card Transaction.

(h) For those EDC Terminals which are owned by Merchant, the Merchant shall take necessary steps to ensure that the EDC Terminal must be EMV Chip compliant, the EMV software used must be able to interface with the Boost Connect back-end host system to process EMV data. The installation and upgrading of the EDC Terminal to interface with Boost Connect host to EMV compliant standard is at the expense and cost of the Merchant.

17.7 In the event that any EDC Terminal malfunctions, breaks down or is disconnected or whenever the Merchant receives a Referral Response message from the EDC Terminal, all authorisations and completion of the Payment Card Transactions shall be carried out using the Manual Posting / Manual Sale Slip Capturing and the Merchant shall not accept any payment made by the Cardholder through the use of any Payment Cards.

17.8 The Merchant shall carry out or perform a Settlement Function on a daily basis through the Merchant’s EDC Terminal.

17.9 For Pre-Authorisation: Merchant shall provide information necessary for Boost Connectto perform Pre-Authorisation, including but not limited to TID, system trade audit number, retrieval reference number, transaction amount and replacement amount, and ensure to perform Settlement Function within the designated period as prescribed by the rules of the payment system operator.

17.10 For Recurring Transactions / Auto Debit Service Acceptance: Merchant shall ensure that consent is obtained from the Cardholder to perform recurring transaction and submit the designated enrollment form to Boost Connect.

17.11 e-Commerce Transactions

17.12 The parties acknowledge that the setting-up, maintenance, upgrading, security, and integrity of the Merchant's computer system, software, and all costs thereof, and any other matters related thereto, shall be borne by the Merchant and are the Merchant's sole responsibility.

17.13 The merchant who provides e-Commerce transactions must have an active online platform for business which includes the following details to be stated clearly, visible and understandable to the customers:

(a) Merchant’s policy statement (Privacy Policy, Refund Policy, Delivery Policy, Cancellation Policy, Return, and Exchange Policy);

(b) Merchant’s customer service contact information (telephone number or e-mail, or both); and

(c) Merchant’s product advertised on the web page must be consistent with their registered nature of business in its SSM.

17.14 The merchant, including its agents and employees who provide e-Commerce transaction are not allowed to request, capture, record or store any of the following cardholder information for any transaction:

(a) Payment Card number;

(b) Payment Card expiry date;

(c) Type of Payment Card - Visa/Mastercard, Debit/Credit; and

(d) Card Verification Value (CVV).

17.15 The Merchant shall ensure that a receipt equivalent to the Sales Slip is provided to the Cardholder upon completion of a Payment Card Transaction, either via an email or a link sent to the Cardholder.

17.16 The Merchant should obtain prior consent from the cardholder to obtain or store personal data/information such as receiver’s name, mailing address, contact number for the objective of delivery of goods and future marketing purposes. The merchant should ensure to comply with the relevant laws and regulations on data protection, including but not limited to all the personal information of cardholder shall be safeguarded, and should not share with other parties, or misused such info other than for goods delivery and future marketing activities purposes.

17.17 The Merchants must maintain a copy of all electronic and other records related to the e-Commerce transactions, including the ordering and delivery of the Merchant’s product and services for the greater of (i) two (2) years subsequent to the transaction being processed or (ii) the applicable warranty period of the delivered Merchant’s product and services. The copy of the records shall include, but not be limited to proof of shipping/delivery, invoices, and all communications/contacts with the cardholder.

17.18 All representations contained in the Merchant's website as well as the web pages therein, or any advertisement or printed matter relating to the products or services offered therein are in compliance with the standards set out by MasterCard and Visa, and shall be deemed to have been made by the Merchant.

17.19 In case of investigations by Boost Connect to Chargebacks, the Merchant will fully co-operate in the auditing of such records. Merchant’s obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.

18. CHARGEBACK LIABILITY

18.1 The Merchant acknowledges and agrees that any payment dispute, reversal, retrieval request, or claim initiated by a Cardholder, issuing bank, payment network, or relevant authority (“Chargeback”) shall be the sole financial responsibility of the Merchant, irrespective of the reason for such Chargeback.

18.2 Boost Connect shall not be liable for any losses, liabilities, penalties, assessments, or damages arising from Chargebacks, including but not limited to the transaction amount, Chargeback fees, scheme/network penalties, administrative costs, or any related expenses.

18.3 In the event a claim of a Chargeback and Boost Connect is unable to recover the Final Chargeback within seven (7) days from the date of the Final Chargeback, the Merchant undertakes to pay Boost Connect the amount of the Final Chargeback.

18.4 Boost Connect may at it’s absolute discretion, notify to Merchant in writing prior to set-off, uplift, consolidate and/or combine accounts or transfer any monies standing to the credit of the Merchant’s account with Boost Connect of whatever description and wherever located for the purpose of claiming the Final Chargeback or towards the reduction or discharge of any other sums due to Boost Connect from Merchant.

18.5 In the event the Final Chargeback payable exceeds the Consideration, the Merchant shall forthwith pay Boost Connect the difference between the Final Chargeback and the Consideration.

18.6 The Merchant shall be liable for the amount of Chargeback and will take up the resolution of disputes directly with the Sponsored Merchant and Cardholder. Boost Connect will under no circumstances intervene or be responsible on behalf of any of the parties and will not become a party or involved in any dispute resolution between Cardholder, Sponsored Merchant and the Merchant.

18.7 The Merchant shall be entitled, at its sole and absolute discretion and at any time it deems necessary, to conduct ongoing due diligence on all Merchants, whether operating online or offline. Such due diligence may include, without limitation, visitation to the Sponsored Merchant’s premises, inspection of the POS Terminal(s), and the provision of any re-training deemed appropriate by the Merchant. The Sponsored Merchant shall fully cooperate with all such measures, which are undertaken for the purpose of ensuring the Sponsored Merchant’s compliance with all card acceptance and authorisation procedures and for mitigating the risk of Chargebacks and transaction disputes.

18.8 The Merchant acknowledges and agrees that it shall be solely and fully responsible and liable for all Chargebacks, Chargeback-related costs, scheme/network penalties, administrative fees, Ombudsman fees, legal expenses, and any other losses or liabilities arising from or attributable to any of its Sponsored Merchants. Under no circumstances shall Boost Connect bear any responsibility or liability for any Chargeback or dispute involving a Sponsored Merchant.

18.9 The Merchant shall be entitled, at its sole and absolute discretion and at any time it deems necessary, to conduct ongoing due diligence on all Sponsored Merchants, whether operating online or offline. Such due diligence may include, without limitation, site visits to the Sponsored Merchant’s premises, inspection of POS Terminal(s), verification of transaction practices, and the provision of any re-training deemed appropriate by the Merchant. 

18.10 Each Sponsored Merchant shall fully cooperate with all such measures, which are undertaken for the purpose of ensuring compliance with all card acceptance, authorisation, operational, and security procedures, and for mitigating the risk of Chargebacks, fraud, and transaction disputes. The Merchant remains fully liable for ensuring such compliance and for all Chargebacks or losses arising from any failure by a Sponsored Merchant.

19. WITHHOLDING OR RECOVERY OF PAYMENT CARD TRANSACTION FROM MERCHANT

19.1 It is hereby expressly agreed that Boost Connect shall be entitled to at any time without prior notice refuse and/or withhold any payment to the Merchant and/or reject any Transaction Slip presented by the Merchant for payment, and where payment has been made by Boost Connect, to off-set against the relevant amount and/or claim the relevant amount in any of the following circumstances:-

(a) if this Agreement is terminated by Boost Connect for any reason whatsoever;

(b) the Merchant has failed to exercise the Payment Card Acceptance Procedures set out in Clause 18.5 herein;

(c) the Payment Card Transaction has been performed by the Merchant using an incorrect MID or TID which differs from the MID or TID which is granted to the Merchant by Boost Connect under the terms of this Agreement;

(d) the Merchant did not process the Payment Card Transaction in compliance with the terms herein;

(e) the Payment Card Transaction was incomplete; or

(f) Boost Connect has reasonable grounds to believe that the Payment Card Transaction or it was or has been discovered to be fraudulent, altered, ineligible, illegal or contain irregularities;

(g) the value of the Transaction Slip exceeds the authorised DTL (unless otherwise authorised by Boost Connect) or if the Payment Card Transaction is found to be a Split Sale; or

(h) the Payment Card Transaction is found to be a duplicate transaction;

(i) under a Card Present Transaction, the Cardholder’s signature on the Transaction Slip is missing or differs from the signature appearing on the Cardholder’s Payment Card or has not been properly authenticated or tampered with;

(j) the Payment Card Transaction is found to be one with a “Declined Authorised”, that is, where the Merchant has been previously notified by Boost Connect in response to an Authorisation request that the particular Payment Card is not to be honored;

(k) the Transaction Slip is not electronically generated but is handwritten and/or where the Cardholder has refused payment to Boost Connect or where an authorised EDC terminal printer is present, the information in respect of the Payment Card including the Cardholder’s name, expiry date and Payment Card number are not electronically printed but is hand written;

(l) the entries on the Transaction Slip are incomplete or illegible;

(m) the Payment Card Transaction was not entered into and/or authorised by the Cardholder;

(n) the Payment Card Transaction involved is a cash payment, cash disbursement or cash refund;

(o) the Payment Card concerned is found to have expired or is invalid for any reason whatever;

(p) in the event of Chargeback or the Cardholder disputed the Payment Card Transaction for whatsoever reason; 
the Cardholder denies liability in respect of any Payment Card Transaction initiated or concluded by Recurring Transactions / Auto Debit Service Acceptance irrelevant whether the Merchant has observed the terms and conditions of this Agreement or obtained an Authorisation from the Issuer through Boost Connect;

(q) the credit or refund to a Cardholder by the Merchant who has issued a credit voucher or credit note to the Cardholder for the return of goods sold, service cancelled, adjustment made, or otherwise; but has not provided the request to Boost Connect to process the reversal under Clause 20.1;

(r) the Merchant has performed a late Settlement Function or late submission of Transaction Slip to Boost Connect as mentioned herein before;
there is an investigation of the Payment Card Transaction by any governmental or regulatory authorities or police having jurisdiction over such matters;

(s) if the Merchant has breached any of the provisions in this Agreement;

(t) if the Merchant has not provided complete documentation and/or information as may be requested by Boost Connect from time to time;

(u) if the Payment Card Transaction or Transaction Slip is rejected by Visa or MasterCard;

(v) the Merchant hasnot provided Boost Connect with true, accurate and correct details of its bank account for purpose of receiving payment from Boost Connect;

(w) in the case of e-Commerce, the Cardholder does not have available or sufficient amount of e-money in its e-wallet; and

(x) in the case of e-Commerce, the transaction was made using incorrect log-in details and/or password was inserted.

19.2 Boost Connect is entitled to refuse and/or withhold any payment until Boost Connect has examined and verified acceptable supporting documentation and in the event that Payment Card Transaction or the Transaction Slip or Manual Posting is, in Boost Connect’s opinion, not valid, or rejected by MasterCard or Visa, no repayment of the amount withheld shall be made by Boost Connect.

19.3 The Merchant shall repay on demand all payments by Boost Connect to the Merchant whatsoever which have been made in furtherance to this Agreement and until full repayment by the Merchant the said sum and all costs incurred in the enforcement of Boost Connect’s rights under this Agreement (including solicitor and own client costs) shall be a debt due to Boost Connect and interest shall accrue thereon at the rate of 1.5% per month on monthly rests basis or such other rate or rates as Boost Connect shall determine at its absolute discretion from time to time from the date of demand to the date of full settlement.

19.4 In the event Boost Connect effects a claim pursuant to Clause 20.1 above, the Merchant is required to pay upon demand by Boost Connect and/or Boost Connect is permitted to deduct or off-set against any payment due to the Merchant, the amount at the rate imposed or to be imposed from time to time by MasterCard, Visa or the payment network operator, as the case may be upon receiving a Chargeback or Retrieval Request from an Issuer.

19.5 Notwithstanding any other rights available to Boost Connect under this Agreement, Boost Connect may at its absolute discretion, and at any time without notice or assigning reason thereof withhold and, off-set against Merchant’s settlement claims or debit any or all of the Merchant settlement accounts with Boost Connect of whatever description and wherever located for the purpose of the amount withheld under Clause 20 or towards the reduction or discharge of any sum due to Boost Connect by the Merchant under any of the terms of this Agreement. Interest at the rate of 8% per annum will be charged to the Merchant (including after judgement) in the event any outstanding due to Boost Connect is unpaid after 7 days.

19.6 Boost Connect shall not be responsible for any losses or damages (including but not limited to payment of interest) arising from or in connection with the refusal and/or withholding of any payment to the Merchant under this Agreement, and where payment has been made by Boost Connect, any deduction and/or off-set against the relevant amount and/or claim of the relevant amount by Boost Connect.

19.7 If Chargeback Costs exceed settlement amounts held, the Merchant must remit the outstanding balance within seven (7) days of written notice.

19.8 Boost Connect may set off outstanding amounts against any other funds held or processed for the Merchant under any product or channel.

19.9 Boost Connect reserves the right to pursue legal or recovery action under Malaysian law.

19.10 Upon termination, Boost Connect may continue to hold settlements, impose reserves, or deduct outstanding amounts until all Chargebacks, fees, penalties, and liabilities are fully recovered.

19.11 Boost Connect reserves the right to withhold all or part of the Merchant’s settlement funds if (a) Chargebacks are received; (b) Boost Connect reasonably suspects that transactions are fraudulent, invalid, or in violation of this Agreement; or (c) Boost Connect determines that withholding is necessary to protect the integrity of the payment system or to cover potential losses arising from Chargebacks.

19.12 In the event the Chargeback is upheld by the issuing bank, card network, or relevant authority, the deduction from the Merchant’s settlement shall be deemed final and the Merchant shall remain fully liable for the Chargeback amount and any associated fees.

20. SPECIAL CIRCUMSTANCE

20.1 Authority to Refund

20.1.1 Where an amount becomes owing by the Merchant to a Cardholder, whether for the return of merchandise, service cancelled, adjustment made or otherwise, the Merchant shall submit an Authority to Refund to Boost Connect via email specifying the amount of the credit with sufficient details to identify the transaction as stated herein under Clause 21.1.2. Boost Connect will refund the amount to the Cardholder after receipt of the required funds from the Merchant. The operation of this clause shall not in any way prejudice Boost Connect rights under Clause 20.1.

20.1.2 Authority to Refund shall be completed with the following:-

(i) The Payment Card number;
(ii) The date of Payment Card Transaction(s);
(iii) The amount of credit in Ringgit Malaysia;
(iv) Approval code and respond code;
(v) The Merchant’s imprinted name, MID, official stamp, address or place of business;
(vi) Signature of the relevant personnel in charge; and
(vii) A description and reason of the merchandise so returned, service cancelled, adjustment made or otherwise.

20.2 Prohibited Payment Card Transactions 

20.2.1 The Merchant shall not accept a Payment Card Transaction nor use its participation in the Payment Card Acceptance Service for purposes of transactions other than bona fide purchases by Cardholders of goods and services from the Merchant and the supply and/or purchase and/or performance is not in breach of any laws or regulations of Malaysia or any other country. This means, by way of example and not limitation, that the Merchant may not accept a Payment Card Transaction for any of the following:-

(a) Gambling goods or services;

(b) Pornographic goods or services or prostitution;

(c) Goods or services for which the provision thereof is illegal (e.g. drug trafficking);

(d) Sales where the amounts charged do not correspond with the value of the goods or services purchased or rendered;

(e) Sales made under a name which is different from the name of the Merchant;

(f) Sales made by a third party e.g. not the Merchant;

(g) Sales where the Merchant know or ought to know that the goods sold or services provided are in copyright-infringing products and/or counterfeit trademark products;

(h) Damages, penalties, fines, charges, costs or fees of any kind which are in addition to the value of the Payment Card Transaction for the goods or services originally purchased or rendered; 

(i) Payment Card Transactions which do not represent a bona fide sale of goods or services at the Merchant;

(j) Obtaining cash for anyone (including the Merchant) by seeking payment from Boost Connect for Payment Card Transactions where the Merchant did not supply goods or services to a Cardholder; or

(k) Any Payment Card Transactions made by using the Merchant’s own Payment Card through the Merchant’s EDC Terminal.

20.3 Suspension

20.3.1 Notwithstanding any other rights available to Boost Connect under this Agreement, Boost Connect shall be entitled to suspend the Merchant from accepting any Payment Card Transaction under the terms of this Agreement with immediate effect for a period of time which shall be identified by Boost Connect upon the occurrence of any of the following:-

(a) if the Merchant has breached any of the provisions in this Agreement;

(b) in Boost Connect’s reasonable opinion that the Merchant is engaged in prohibited, irregular or fraudulent or illegal transactions; or

(c) the Merchant is identified by Visa or MasterCard or suspected by Boost Connect to be the source of compromised Payment Card information.

21. COVENANT BY MERCHANT

21.1 The Merchant hereby covenants with the Boost Connect as follows:-

(a) It shall at all times observe the guidelines and procedures on the Payment Card Acceptance Programme as instructed and required by the Acquirer as set out herein before including but not limited to the provisions in Clause 2  hereof; 

(b) Unless otherwise provided by any written law for the time being in force, it shall not impose or require Cardholder to pay any surcharge, commission, discount whether through any increase in price or otherwise, or any other term or condition whatsoever on any Cardholder desirous of using a Payment Card;

(c) It shall not require a minimum transaction amount below which the Merchant shall refuse to honor the Payment Card Transactions; 

(d) It shall include in the value of the Transaction Slip any tax or carrier charges required to be collected and shall not collect it separately in cash; 

(e) It shall at all times ensure its business are legally and validly established and observe all prevailing laws and regulations; 

(f) It shall observe and perform all obligations under its contracts with the Cardholder including but not limited to the nature, quality and delivery of goods and service contracted to be sold and supplied to the Cardholders; 

(g) It shall not reveal, sell, purchase, provide or exchange Payment Card account number, security code or PIN (where applicable) and any other information in any form obtained by reason of Payment Card transactions to any third party; 

(h) It shall obtain approval from the Boost Connect in writing prior to any publication or advertisement of promotional materials relating to the New Payment Card; 

(i) It shall adequately display the Visa Card Program Marks or MasterCard Marks and any distinctive features of the Payment Card and/or product names on promotional materials provided by the Boost Connect to inform the public that the Payment Card will be honored at the Merchant’s premises, place or business or its outlets and the Merchant must not indicate or imply that the Boost Connect, Visa International and/or MasterCard Worldwide endorses any goods or services offered by the Merchant; 

(j) It shall, at all times maintain  in good order and keep in safe custody all Transaction Slips, credit vouchers, and/or EDC Terminals and/or PIN Pads supplied by the Acquirer or Vendor which shall remain the Acquirer or Vendor property, and to return all such Transaction Slips, credit vouchers, and/or EDC Terminals and/or PIN Pads forthwith to the Acquirer upon demand and/ or upon termination of this Agreement under Clause 23; 

(k) Where there is uncertainty or ambiguity in the terms of this Agreement or any guidelines or requirements pertaining to the use of the Visa Card Programme Marks or MasterCard Marks or any security or distinctive features of the new Payment Card, the Merchant shall counter check with the Acquirer for its construction and meaning and the same when given by the Acquirer shall be final and binding;  

(l) It shall use its best endeavor to promote the use of Payment Cards and to render its cooperation to the Acquirer and Cardholders in connection with the use of the Payment Card;  

(m) It shall and maintain and take all necessary steps to maintain the security and confidentiality of the Merchant’s Website, Merchant’s POS, the e- Commerce Payment Card Transactions, the Cardholders and the Boost Connect;  

(n) Merchant’s Records 

i. The Merchant shall at its own costs and capacity keep proper account and correct copies of all documents relating to the Payment Card Transaction and/or contracts between the Merchant and the Cardholder including any Transaction Slip which are marked as the “Merchant Copy” resulting from the use of the Payment Card, and shall allow the Acquirer at any reasonable time to inspect and/or take copies of all such documents, accounts and Transaction Slip or any Payment Card Transaction forms and shall preserve such documents and records for a period of at least eighteen (18) months from date of each transaction. 
ii. The Merchant shall also provide a legible copy of the relevant Transaction Slip or any related documents upon request made by the Acquirer in writing to the Merchant and shall be within any specific time required by the Acquirer. 
iii. The Merchant is obliged to provide full cooperation toward any investigations or inquiries made by the Acquirer relating to any of the Payment Card Transactions which is within the period of eighteen (18) months from the transaction date including furnishing and delivering of the sale transaction documents to the Acquirer.  
iv. It shall prohibit or refrain from doing any act that would contravene with the rules prescribed by any payment system operator and shall at all times comply with the same; 

(q) It shall ensure that it operates under the rules and regulations established by the relevant payment system operator and/or as may be prescribed by the Acquirer. 

22. WARRANTIES BY MERCHANTS AS TO TRANSACTION SLIP

22.1 The presentation of each Transaction Slip by the Merchant to Boost Connect shall be a representation and warranty by the Merchant:

(a) That the Payment Card Transactions entered into by the Merchant with the Cardholder shall fulfill all statutory and/or other requirements for its validity and enforce ability when payment is made by a Payment Card;

(b) That at the time of the presentation of Transaction Slip to Boost Connect:-

I. The Transaction Slip is authorised by the Cardholders and/or not obtained by any fraudulent or illegal means;
II. The value of the Transaction Slip evidences bona fide sums due and owing by the Cardholder;
III. The value of the Transaction Slip shall not have been assigned or charged to any third party;
IV. The Cardholder concerned shall not have     sought to repudiate or rescind the contract;
V. The Cardholder concerned shall not have acquired any right of off-set or counterclaim available against the Merchant in respect of the value of the Transaction Slip;
VI. The Merchant shall not have agreed with the Cardholder for any extension of the contractual time for payment of the goods purchased and/or service rendered or for any waiver or modification of the terms of the contract;
VII. That the particulars included in the Transaction Slip submitted to Boost Connect shall be correct;
VIII. That the Transaction Slip has been completed with the Payment Card produced by the Cardholder in person, completed after properly authenticating the Cardholder and the Payment Card.
IX. The Transaction Slip has been imprinted with the details of the Payment Card produced by the Cardholder

23. FEES,DEPOSIT,RENTAL AND CHARGES

23.1 Automatic Deduction for Fraud or Low-Value Chargebacks. For any Chargeback under the reason code of ‘Fraud’ or ‘Unauthorised’ or a value below RM500, Boost Connect shall be entitled to automatically deduct the Chargeback amount and any related fees from the Merchant’s settlement without prior notice to the Merchant.

23.2 Notification for High-Value Chargebacks. For any Chargeback with a value above RM500, Boost Connect shall notify the Merchant accordingly. The Merchant may submit the required supporting documents, evidence, or justification within the timeframe specified by Boost Connect for the purpose of disputing or challenging the Chargeback.

24. TERM AND TERMINATION

24.1 This Terms and/or Agreement shall become effective upon the date of this Terms and/or Agreement and shall remain in full force and effect until terminated in accordance with the terms of the Agreement.

24.2 Notwithstanding any other provision in this Appendices and/or Agreement, either Party may give not less than one (1) month notice in writing in advance to the other Party to terminate this Boost Connect For Business account. Boost Connect may forthwith terminate this Agreement if:

(a) the Merchant become insolvent or enter bankruptcy, receivership or administration or make an assignment for the benefit of its creditors generally; and/or 

(b) any step is taken for the winding-up, dissolution, liquidation or restructuring or a petition for winding-up (whether voluntary or otherwise) or bankruptcy proceedings, as the case maybe, is presented against the Merchant; and/or 

(c) a receiver and/or manager have been appointed over the Merchant for any reason whatsoever; and/or

(d) the Merchant suffers an execution, attachment, repossession of or foreclosure on all or substantially all of its assets; and/or 

(e) the Merchant ceases all or a substantial portion of its business or operations; and/or 

(f) the Merchant undergoes a merger or substantial change in ownership or control; and/or 

(g) the Merchant serves any custodial sentence, becomes insane or dies; and/or 

(h) the Merchant defaults on any account or accounts or facilities it has with Boost Connect; and/or  

(i) the Merchant enters into any composition or arrangement with or for the benefit of the creditors of the Merchant or allows any judgment against the Merchant to remain unsatisfied for a period of fourteen (14) days has distress or execution or other process of court or competent jurisdiction levied upon or issued against any property or asset of the Merchant and such distress or execution or other process, as the case may be, is not satisfied by the Merchant within (7) days thereof; and/or

(j) the Merchant or any of its employees is known or suspected to be involves in any fraudulent or any unlawful activity whether or not relative to the Merchant’s business; and/or  

(k) in Boost Connect’ opinion that there has been a material change in the Merchant’s business; and/or 

(l) in the Boost Connect’ opinion that there has been an unacceptable level of incident of fraudulent or counterfeit transaction or suspicious transaction through the Merchant; and/or  

(m) any event occurs, or series of events occur, whether related or not, which in the Acquirer opinion may affect the Merchant’s ability or willingness to comply with any of the Merchant’s obligations under this Agreement or to the Cardholder(s) in question; and/or 

(n) any breach or default on the part of the Merchant under the terms of this Agreement and/or if the Boost Connect has reason to believe or at its absolute discretion is of the view that the Merchant has presented a fraudulent or counterfeit transaction for payment and/or where the Cardholder denies/disputes such transaction and/or the Merchant has been identified by Visa or MasterCard as engaging in the compromising of the Cardholder’s accounts activity; and/or  

(o) If the Merchant fails to notify the Boost Connect of any changes of business ownership, shareholding or change of business/company name; and/or 

(p) the Merchant fails to comply with any of its material obligations under this Agreement and such failure is not remedied within fourteen (14) days after a written notice is delivered to the Merchant by the Boost Connect; and/or  

(q) the Merchant fails on three (3) or more separate occasions to comply with any provision of this Agreement, whether or not such failures are corrected after notice of the failure is given; and/or 

(r) the Merchant has breached any applicable laws, regulations or guidelines whether issued by the governmental or regulatory authority, Visa and/or Mastercard;

(s) if the Payment Card Transaction of the Merchant remains inactive for a period of six (6) consecutive months.  

24.3. Then in any such event(s), this Agreement shall terminate immediately upon a written notice provided by the Boost Connect and all debts and obligations owed to the Boost Connect shall be deemed immediately due and payable. The Boost Connect shall be entitled to maintain a reserve from payments due to the Merchant and/or take such other actions as the Boost Connect may be entitled to under this Terms/Agreement or under applicable law or equity.  

24.4 Upon termination of the Boost Connect For Business account, 

(a) the Merchant shall cease to accept Payment Card(s) for payments; 

(b) Boost Connect shall not be obliged to make payment to the Merchant for Payment Card Transaction made on the effective date of any of such termination and thereafter;  

(c) the Merchant shall, at its own expenses return to the Boost Connect, all the Boost Connect’s properties including but not limited to Transaction Slip and Electronic Terminals in its possessions. 

24.5. Notwithstanding the aforesaid, the Boost Connect’s rights and entitlement under this Terms/Agreement (including its rights and entitlement of Chargeback under Clause 2 against the Merchant shall survive the termination of this Terms/Agreement for or relating to any Payment Card transaction or Transaction Slip presented by the Merchant prior to the date of termination. 25.6. 

25.6 The termination of this Agreement shall not release the Merchant in respect of any antecedent breach that occurred prior to such termination. 

25.7. If this Agreement is terminated under any of the provisions of this Terms/Agreement, the Boost Connect shall have the absolute rights (which shall not be questioned or challenged by the Merchant) to immediately withhold a sufficient sum of money to be determined by the Boost Connect  for a period of six (6) months from the date of the termination of this Agreement by a notice to the Merchant. 

25.8 Boost Connect may immediately suspend the Merchant’s access to the payment service, settlement payouts, or processing capabilities under any of the following circumstances:

(a) ongoing or suspected fraud or misuse of the payment service;

(b) excessive Chargebacks breaching internal or scheme thresholds;

(c) failure to cooperate with a Fraud Investigation;

(d) breach of the Merchant Agreement, card scheme rules, or BNM regulatory requirements;

(e) suspicious activities indicating potential financial crime or AML/CFT violations;

(f) actions that may expose Boost Connect to financial, operational, or regulatory risk.

25.9 Boost Connect may terminate the Merchant Agreement with immediate effect if:

(a) fraud or criminal activity is reasonably suspected or confirmed;

(b) the Merchant continues to generate excessive Chargebacks despite prior warnings;

(c) regulatory or law enforcement authorities instruct termination or suspension;

(d) the Merchant provides false, misleading, or incomplete information;

(e) Boost Connect determines that continuation of services poses unacceptable risk.

25. DISCLOSURE INFORMATION

25.1 The Merchant hereby authorises Boost Connect and/or its officers to make use of, disclose, divulge or reveal any information relating to the Merchant and its accounts (including the Payment Card Transaction through any Payment Card system) in such manner and to such extent as Boost Connect shall from time to time consider necessary to any consultant, agent or subcontractor or to any person for any purpose in connection with any Payment Card products or for any purpose in connection with the enforcement of any terms of this Agreement or to any authority or body established by BNM or any other competent authority or bodies having jurisdiction over Boost Connect or to any Issuer or Visa/MasterCard or any other payment network operator.

25.2 The Merchant hereby authorises Boost Connect and/or its officers to make use of, disclose, divulge or reveal any information relating to its accounts for purposes of in connection with any action or proceeding taken for the purpose of Chargeback under Clause 3 or towards the recovery of monies due and payable by the Merchant to Boost Connect.

25.3 The Merchant declares that all information given to Boost Connect are true and complete and the Merchant authorises and consent Boost Connect to verify the information given herein from whatever sources including without limitation any credit bureau established by authorities pursuant to any applicable law, regulations or directive (whether having the force of law or otherwise) or any party as Boost Connect deem fit may be required and to use, release or exchange such information as may be obtained without further permission or consent from the Merchant.

25.4 If requested by Boost Connect, the Merchant agrees to provide information on previous Merchant Agreement(s), including the name(s) of the entity(ies) where the Merchant had the Agreement(s) interseason(s) for terminating the Agreement(s), if applicable.

25.5 Boost Connect shall reserve the right to approve or reject any additional application for EDC Terminals from the Merchant as it deems fit without providing any reasons thereof.

25.6 For Merchant intending to use service providers, such as a gateway or point-of-sale system integration for accessing, storing, transmitting and processing cardholder data, Merchant must ensure that the service providers are certified as compliant with the PCI DSS and provide Boost Connect with information on any service providers merchant uses or intends to use.

26. REPRESENTATION AND WARRANTIES

26.1 The Merchant represents and warrants that, at all times:

(a) it has the full capacity, power, and authority to enter into this Agreement and will continue to have such full capacity, power and authority during the term of the Agreement; 

(b) the person signing the Agreement is duly authorised on behalf of the Merchant to sign and bind the Merchant to the provisions thereof and hereof; 

(c) the delivery or performance of this Agreement does not contravene its memorandum and articles of association; 

(d) this Agreement constitutes a legal, valid and binding obligations of the Merchants; 

(e) all the information submitted to the Boost Connect is true, correct, and accurate; 

(f) it is not in any way involved or dealing with any illegal or unlawful business whether directly or indirectly which may adversely affect the interest or reputation of Boost Connect including but not limited to strict compliance with Section 4 of the Anti-Money Laundering, Anti-Terrorism Financing And Proceeds of Unlawful Activities Act 2001 of Malaysia and any other laws applicable to the Merchant; 

(g) it has the necessary licence, approval, and authority to carry out its business lawfully and legally; 

(h) it is in compliant and will continue to comply with the applicable law, regulations, rules and guidelines (if any); and

(i) the products and services offered by the Merchant and/or contained in the Merchant’s website as well as the web pages therein are not illegal, do not damage MasterCard, Visa and the Boost Connect’s brand, and do not contravene any regulatory and statutory prohibition or restriction (including but not limited to such prohibition against gaming, sale of pirated products and pornography) and all laws, rules, and regulations which govern such products and services or regulate and/or restrict how such products and services are to be marketed and sold by the Merchant have been complied with.

27. CHANGE DETAILS

27.1 The Merchant undertakes to immediately inform Boost Connect of any change in the name, style, constitution, nature of business or composition (including but not limited shareholders or directors) of the Merchant whether by retirement, expulsion, death or admission of any partner or parties, amalgamation, reconstruction or otherwise and the Merchant hereby agrees that this Agreement shall endure and be available for all intents and purposes as if the resulting firm, company or concern had been named in this Agreement.

Appendix G: MyDebit Payment Channel (Only Applicable to MyDebit Payment Channel)

The Merchant hereby acknowledges and agree that by entering into a contract/commercial agreement with Boost Connect, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Boost Connect. For the avoidance of doubt, the specific terms and conditions below shall be read together with the Agreement.   

DEFINITIONS

The following terms are defined for use in this Agreement, unless the context otherwise requires:

“Cardholder” means a person who holds MyDebit card issued by an Issuer that maintains the accounts (i.e. saving/current) that could be accessed by such card.

“DMS” means Boost Connect settlement processes whereby funds collected from MyDebit transactions shall be credited to a Holding Account for settlement with Merchant.

“Issuer”    means Financial institution authorized by Bank Negara Malaysia (“BNM”) to issue MyDebit Cards.

“MyDebit” means a domestic debit card scheme that allows MyDebit Cardholders to purchase goods/services and withdraw ccash at participating merchant’s outlets by debiting directly from the Cardholders’ nominated savings/current account.

“MyDebit Operator” means the payment system operator for MyDebit service i.e. Payments Network Malaysia Sdn Bhd.

“Operational Procedure” means the Operational Procedure for MyDebit which are prescribed and issued by MyDebit Operator and will include any variation, addition, amendment or modification made from time to time.

“MyDebit Brand” means the brand, icon, logo and marks for MyDebit.

“MyDebit Logo” means a symbol or wordmark created by Paynet to identify and promote the MyDebit brand.

“MyDebit Terminal” means an information processing device through which MyDebit transaction messages are initiated and transmitted to the Acquirer and through which reply messages are received and transactions are completed.

“PayNet” means Payments Network Malaysia Sdn Bhd.

“PIN Pad” means an electronic device used in any physical card-based transaction to accept and encrypt Cardholders’ [ersonal identification number (PIN).

“RENTAS” means a Real-time Electronic Transfer of Funds and Securities System that provides multi-currency real-time gross settlement system for interbank fund transfers, multi-currency debt securities settlement, and depository services for scriptless debt securities.

1. MYDEBIT SERVICE

1.1. Boost Connect is a participant of the MyDebit service and the Merchant is a registered Merchant under the MyDebit service.

1.2. In consideration of the fees paid to Boost Connect, Boost Connect agrees to facilitate the participation of the Merchant in the MyDebit service in accordance with this Agreement.

1.3. The Merchant hereby agree to observe all the minimum requirements in this Agreement as specified by the MyDebit Operator including any future revisions which will be communicated by Boost Connect to the Merchant.

2. PAYMENT TYPE

2.1. The Merchant shall support MyDebit transaction that enables cardholders to use their ATM cards to pay directly from their bank account via point of sale (“POS”) terminal and a dual interface which supports both contact and contactless transactions.

3. OBLIGATIONS OF MERCHANT

3.1. The Merchant shall, at all times, comply with the Consumer Protection Act 1999, as the Merchant is prohibited to engage in misleading and deceptive conduct, false misrepresentation, and unfair claims in selling their products or services. 

3.2. The Merchant shall not be involved or engaged in business activities that contravene the laws of Malaysia.

3.3. The Merchant is prohibited from re-selling or acquiring any other sub-Merchant(s) into the MyDebit service or act as merchant aggregators for other Merchant(s), without the prior written consent of the My Debit Operator and Boost Connect.

3.4. The Merchants are not allowed to set a purchase limit.

3.5. The Merchant shall ensure that it does not impose any surcharge on a transaction made using MyDebit.

3.6. Merchant shall execute the Merchant’s ‘Opt-Out’ from Lowest Cost Routing Declaration which will be provided by Boost Connect by furnishing all necessary information completely and accurately.

3.7. To open a Merchant account for the purpose of the transfer of funds to the Merchant.

3.8. Merchants are prohibited from retaining any MyDebit cards belonging to Cardholders.

3.9. The Merchant shall not capture any of the MyDebit cards at their MyDebit Terminals or kiosks at any point of time. In the event that the MyDebit cards are captures due to technical reasons or any other reasons, the Merchant shall undertake to return the cards to their Boost Connect for onward submission to the Issuer bank within 24 hours.

3.10. The Merchant shall undertake all reasonable actions necessary to ensure that all MyDebit Terminals and PIN Pads operated at their premises are available for use by Cardholders during MyDebit switch operating hours and that the Terminals and PIN Pads are utilized and have complied with the requirements set into the Operational Procedure for MyDebit.

3.11. The Merchants shall comply with the MyDebit Brand guidelines at all times.

3.12. The Merchant shall prominently display MyDebit Logo and MyDebit service marks and to inform the public that MyDebit service is available at the Merchant’s premises and/or on all documentation issued and/or used in connection with the provision of the services in order to identify and promote MyDebit service.

3.13. To assist the Issuer and/or Boost Connect with any inquiry undertaken in respect of misuses of the MyDebit service.

3.14. To accept and honor all MyDebit Cards when presented to Cardholders at any MyDebit Terminal displaying logo and provide the goods and services on the same terms and conditions as those under which it supplies goods and services to persons purchasing goods or services by means other than by the My Debit cards.

3.15. To ensure confidentiality and security of Personal Identification Number (“PIN”) entered at the MyDebit Terminal.

3.16. To ensure that each sales and purchase transaction is confirmed by the Cardholder in a manner applicable to the MyDebit Terminal.

3.17. To operate the MyDebit Terminal in accordance with Boost Connect’s direction and/or instruction.

3.18. Not to misuse or tamper with the MyDebit Terminal in any way.

3.19. To notify Boost Connect of the MyDebit Terminal failure within two (2) Business Days after becoming aware of the failure of the MyDebit Terminal.

3.20. The Merchant must not make any warranties nor representations in respect of goods or services supplied which may bind Boost Connect, My Debit Operator, Issuer or any other participants in the MyDebit service.

3.21. For the purpose of Clause 3.18 of Appendix G, the Merchant will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorized usage of the MyDebit Brand. In the event of such breach this Agreement shall be terminated accordingly. Upon termination, Clause 6.4 of Appendix G shall apply accordingly.

3.22. The Merchant shall consent and allow Boost Connect to disclose its information to MyDebit Operator, as may be reasonably required for the purpose of and in connection with providing the MyDebit service.    

3.23. The Merchant shall ensure that their customers are aware that card payments can be made via MyDebit.

3.24. For the purpose of Clause 3.18 of Appendix G, the Merchant will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorized usage of the MyDebit Brand. In the event of such breach this Agreement shall be terminated accordingly. Upon termination, Clause 6.4 of Appendix G shall apply accordingly.

3.25. The Merchant at all times have an obligation to protect the confidentiality, integrity and availability of Cardholders data and transaction information in accordance with applicable laws and regulations.

4. OBLIGATIONS OF BOOST CONNECT

4.1. Boost Connect shall ensure that Merchants comply with all applicable requirements stipulated in the Operational Procedures for MyDebit and the Merchant Agreement.

4.2. Boost Connect shall ensure that Merchants will take reasonable actions necessary to ensure that all MyDebit Terminals and PIN Pads operating at their premises are available for use by Cardholders during MyDebit switch operating hours and that the MyDebit Terminals and PIN Pads are utilized and complies with the requirements set in MyDebit Operational Procedures of the MyDebit Operator.

4.3. Boost Connect shall provide the necessary training to Merchants on an on-going basis.

4.4. Boost Connect shall transparently disclose to Merchants the interchange rates of the debit card schemes and the true effective cost of the two priority network routing choices (either MyDebit Priority Routing or AID Priority Routing) and accurately provide all information necessary for the Merchant to make an informed decision on network routing.

4.5. Boost Connect shall execute the Merchant’s ‘Opt-Out’ from the Lowest Cost Routing Declaration available in the MyDebit Operational Procedure by furnishing all necessary information completely and accurately.

4.6. Boost Connect shall lodge the completed Merchant’s ‘Opt-Out’ from Lowest Cost Routing Declaration with MyDebit Operator at least seven (7) Business Days before the opt-out takes effect.

4.7. Boost Connect shall route the Merchant’s debit transactions to the network with the lowest interchange cost and MDR in the event a Merchant does not decide on the preferred debit network routing and obtains the appropriate consent from their Merchant to disclose the information provided by the Merchant.

4.8. If there will be disruptions due to scheduled maintenance, Boost Connect shall provide seven (7) Business Days advance notice to Merchants and MyDebit Operator, clearly specifying the duration and period of disruption. Boost Connect shall be subsequently required to provide Merchants with sufficient targeted reminders closer to the scheduled maintenance to ensure that all Merchants are aware of the disruption.

4.9. Boost Connect shall inform Merchants when the system or equipment is not available for use or when there is a malfunction.

4.10. Boost Connect commits to processing MyDebit transactions within a reasonable time frame, ensuring prompt settlement for the Merchant.

4.11. Boost Connect commits to maintaining a rational level of uptime for their systems to ensure that merchants can process MyDebit transactions reliably without disruption.

4.12. Boost Connect commits to ensure compliance with relevant regulatory standards and requirements governing MyDebit transactions, thereby mitigating the risk of non-compliance penalties.

4.13. Boost Connect at all times have an obligation to protect the confidentiality, integrity and availability of Cardholders data and transaction information in accordance with applicable laws and regulations.

5. INDEMNITY

5.1. In the event Boost Connect becomes insolvent, the Merchant hereby agrees to indemnify the MyDebit Operator from all claims, losses, damages, penalties, suits, costs and expenses (including reasonable legal fees) at all times.

6. SUSPENSION AND TERMINATION

Suspension

6.1. Boost Connect, as the case may be, reserves the right to suspend the participation of the Merchant in the MyDebit service by giving notice in writing specifying the suspension date and any conditions applicable to the suspension, under the following circumstances:

a. Boost Connect have determined that the Merchant has inadequate operational controls or insufficient risk management processes, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the MyDebit service;

b. The Merchant is suspected on reasonable grounds that it is facilitating, involved in, has committed or will commit fraudulent act (s) in connection with the MyDebit service;

c. The Boost Connect has received complaints from other Merchant (s), other Boost Connect(s), Issuer or Cardholder that the Merchant is engaging in fraudulent activity in connection with the MyDebit service; or

d. The Merchant has been suspended from the MyDebit service by other Boost Connect(s) due to breach of provisions of this Agreement or the terms and conditions stipulated in the, or any applicable rules, guidelines, regulations, circular or law.

6.2. Upon suspension of the Merchant in the MyDebit service:

a. The services provided under the MyDebit service will be suspended immediately;

b. The Merchant will no longer be able to offer MyDebit service;

c. The Merchant will stop accepting payments from Boost Connect Bank(s)/MyDebit Operator (through DMS);

d. The Merchant must cease all promotional and advertising that is related or can be perceived to be related to MyDebit service;

e. The Merchant must remove all MyDebit Brand from the Merchant’s marketing collaterals, channels and website; and

f. The Merchant must take all reasonable steps to comply with any directions of the Boost Connect to minimize the impact on Cardholder of the suspension.

Termination

6.3. Boost Connect, as the case may be, reserves the right to terminate the services provided under this Agreement or the MyDebit service under the following circumstances, which includes, but not limited to:

a. This Agreement between the Merchant and the Boost Connect is terminated or expired;

b. Boost Connect has determined that the Merchant has inadequate operational controls or insufficient risk management processes resulting in potential threats to the stability, integrity, safety and efficiency of the MyDebit service; or

c. Boost Connect’s membership in the MyDebit service or RENTAS is terminated or suspended and the Merchant has not appointed a replacement Boost Connect;

6.4. Upon termination if this Agreement, the Merchant must cease all promotional and advertising that is related or can be perceived to be related to the MyDebit service.

6.5. Termination of the Merchant in the MyDebit service shall not extinguish any outstanding right or liability arising under this Agreement or the terms in the Operational Procedures for MyDebit which is applicable to the Merchant as reflected in this Agreement.

7. ADVERTISEMENT AND USE OF LOGO

7.1. The MyDebit Operator owns all rights, titles and interest in the MyDebit Brand and the MyDebit Operator and/or Boost Connect may specify and may at any time amend the requirements relating to the use and/or display of the MyDebit Brand.

7.2. The Merchant shall comply with the requirements, process and/or guidelines prescribed by the MyDebit Operator based on the MyDebit Brand Guidelines.

7.3. The Merchant must use the appropriate denotation or legend of trademark registration or ownership in connection with MyDebit Brand, as required or consented to by the MyDebit Operator and/or Boost Connect.

7.4. The Merchant shall only use the MyDebit Brand for the sole purpose of publicizing, indicating and advertising that the Merchant accepts payment requests through the MyDebit service. 

7.5. The MyDebit Operator through Boost Connect, may at any time, in its absolute discretion, direct a Merchant to cease using the MyDebit Brand where such use is in breach of this Agreement or the terms in the Operational Procedure for MyDebit which is applicable to the Merchant as stipulated in this Agreement.

7.6. The Merchant must not use the MyDebit Brand in such a way to create an impression that the goods or services offered by the Merchant are sponsored, produced, offered or sold by the owner of the MyDebit Brand. The Merchant must not adopt “MyDebit” or any other MyDebit Brand as any part of the name of its business or apply it to any goods or services offered for sale.

7.7. The Merchant must immediately on becoming aware of any infringement or potential infringement of the MyDebit Brand, notify Boost Connect.

8. CARDHOLDER’S DISPUTES/CLAIM

8.1. If any dispute between the Cardholders and Merchants arises, the process used to resolve the disagreements among Cardholders and Merchants shall be based on the debit card policy document by Bank Negara Malaysia.

8.2. The Merchant shall furnish information and assist Boost Connect to facilitate investigations related to Cardholder’s disputed transactions, fraudulent transactions and requests for refunds in accordance with the following process and timelines.

8.3. If a valid request to recover funds was received by the Merchant within sixty (60) days of the Cardholder’s MyDebit payment, the Merchant shall address the Cardholder’s disputes/claims to the Cardholder’s satisfaction.

8.4. The Cardholder may submit request for refund to the Merchant after MyDebit payment has been made for the following reasons:

a. Goods or services purchased were not provided or rendered due to the Merchant’s non-performance or insolvency;

b. Cardholder’s bank account was erroneously debited multiple times for a single purchase or charged with incorrect amount by the Merchant.

8.5. Upon receiving a request for refund, the Merchant shall respond to all requests for refunds within seven (7) Business Days timeframe.

8.6. The Merchant may provide concrete evidence to contest the claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of goods, or other documentation to demonstrate the Merchant’s performance of its obligations. If the Merchant is unable to furnish evidence within the timeframe specified in Clause 8.3.of Appendix G or the evidence does not conclusively refute the Cardholder’s refund claim, the Merchant is required to refund the purchase proceeds to the Cardholder within three (3) Business Days. Evidence furnished by a Merchant to refute a refund claim is deemed to be sufficient if both the Issuer bank and Boost Connect is fully satisfied that the Merchant has adequately demonstrated that the Merchant has performed its obligations.

8.7. If the Merchant is not able to adequately refute a refund claim in accordance with Clause 8.6 of Appendix G, Boost Connect shall have the right to debit any of the Merchant’s account (s) maintained with Boost Connect for the recovery of the disputed sum, either entirely or partially.

9. PERSONAL DATA PROTECTION

9.1. The Merchant consents to the provision and use of information supplied to the MyDebit Operator and/or Boost Connect in connection with the MyDebit service. The Merchant further agrees to notify the MyDebit Operator and/or Boost Connect in writing of any update to any such information as soon as it is aware that the information so supplied in connection with the MyDebit service has become outdated.

9.2. The Merchant agrees to comply with the Personal Data Protection Act 2010 of which it is bound and shall not do any act that will cause Boost Connect, Issuer and MyDebit Operator to breach any personal data protection laws.

Appendix H: Specific Terms and Conditions For DuitNow Online Banking/Wallets

The Merchant hereby acknowledges and agree that by entering into a contract/commercial agreement with Boost Connect, the Merchant has undertaken the necessary risk assessment to mitigate any potential risks that may emerge in relation to the contract/commercial arrangement entered into with Boost Connect. For the avoidance of doubt, the specific terms and conditions below shall be read together with the Agreement. 

1. DEFINITIONS

1.1. The following terms are further defined for use under this Appendix H unless the context otherwise requires:

“Account” means an e-money account offered by issuers of e-money issuer and all types of banking accounts offered by banks, except for fixed deposit accounts. This shall include, but is not limited to, all types of conventional and/or Islamic deposit accounts, current accounts, virtual internet accounts, Islamic investment account. Additionally, means all line of credit accounts tied to payment cards where transaction is made.

“Crediting Participant” means Boost Connect.

“Beneficiary of Fraud” means party who ultimately benefits from the unauthorized/fraudulent payment.

“Debiting Participant” means banks and e-money issuer participating in RPP where the Payer maintains Account(s).

“Payer” means individuals, companies, body corporates, businesses (including sole proprietors and partnerships), government agencies, statutory bodies, societies and other Customers who transfers funds via DuitNow Online Banking/Wallets service.

“Recipient” means individual or government agencies, statutory bodies, companies, body corporates,businesses, (including sole proprietors and partnerships) societies, charities and other entities who receives funds via DuitNow Online Banking/Wallets service.

“DuitNow Brand” means Brand, icon, logo, trademark and service mark for the DuitNow Online Banking/Wallets.

“Unrecoverable Loss” means portion of funds transferred and credited to the wrong party due to erroneous/mistaken payments or unauthorized/fraudulent payments that cannot be retrieved after Participants have exhausted the recovery of funds process.

2. DUITNOW ONLINE BANKING/WALLETS SERVICE

2.1. Boost Connect is a Participant of the DuitNow Online Banking/Wallets service (hereinafter referred to as “the Crediting Participant”) and (Merchant is a registered Merchant under the DuitNow Online Banking/Wallets service.

2.2. In consideration of the fees paid to the Crediting Participant, the Crediting Participant agrees to facilitate the participation of the Merchant in the DuitNow Online Banking/Wallets service in accordance with this Agreement.

2.3. The Merchant hereby agrees to observe all the Overlay Service Procedures for DuitNow Online Banking/Wallets issued by the DuitNow Online Banking/Wallets Owner and Operator which is applicable to the Merchant as reflected in this Agreement including any future revisions which will be communicated by the Crediting Participant to the Merchant.

3. PAYMENT TYPE

3.1. The Merchant shall accept payments that draw funds from CASA, e-money and/or Line of Credit Accounts.

4. OBLIGATIONS OF MERCHANT

4.1. The Merchant shall, at all times comply with the Consumer Protection Act 1999, as the Merchant is prohibited to use misleading and deceptive conduct, false misrepresentation and unfair claims in selling their products or services.

4.2. The Merchant shall not be involved or engaged in business activities that contravene the Laws of Malaysia.

4.3. The Merchant is prohibited from re-selling or acquiring any other sub-merchant(s) into the DuitNow Online Banking/Wallets service or acting as merchant aggregators for other merchant(s), without the prior written consent of the DuitNow Online Banking/Wallets Owner and Operator and Crediting Participant.

4.4. The Merchant must ensure that it has and maintains adequate procedures and systems for receiving and processing prompt payment confirmation received from RPP Host and promptly and correctly updates the payment status as well as to ensure that its obligations are fulfilled to the Payer’s satisfaction.

4.5. The Merchant shall ensure that display of Participating Banks at the Merchant’s web portal and/or mobile application must be in accordance with the DuitNow Online Banking/Wallets integration guideline.

4.6. The Merchant shall take all possible measures to ensure that Payers’ Internet and/or Mobile Banking security credentials used in the course of a transaction at the Merchant’s website and/or mobile application are always safeguarded and is never exposed to any other party except the relevant Debiting Participants:

4.6.1. The Merchant shall not intercept, capture or store Payers’ Internet and/or Mobile Banking security credentials;

4.6.2. The Merchant shall not facilitate or allow the interception, capturing or storage of Payers’ Internet and/or Banking security credentials; and

4.6.3. The Merchant shall not through its action or omission, risk the exposure of the Payers’ Internet and/or Mobile Banking security credentials to any party.

4.7. The Merchant shall ensure the confidentiality, integrity and security of Payers’ information entered at the Merchant’s website and/or mobile application.

4.8. The Merchant must not make any warranties or representations in respect of goods or services supplied which may bind the Crediting Participant, DuitNow Online Banking/Wallets Owner and Operator, Debiting Participant or any other Participants in the DuitNow Online Banking/Wallets service.

4.9. The Merchant must establish and maintain a fair policy for resolving Payers’ disputes and/or claims.

4.10. Merchant shall ensure that their use of and conduct within PayNet’s Developer Portal which includes Application Programming Interfaces (‘APIs’), a sandbox environment, tools, content and intellectual property rights is in accordance with the Terms of Use for the PayNet’s Developer Portal.

4.11. The Merchant who has been granted a non-transferable license to use the DuitNow Brand shall not license or assign the said right to use to any other third party. The Merchant shall comply with the DuitNow Brand Guidelines at all times.

4.12. For the purpose of Clause 4.11, the Merchant will be liable for any claims, damages and expenses arising out of or caused to arise from misuse or unauthorized usage of the DuitNow Brand. In the event of such breach, the Merchant sub- licensed rights of using the DuitNow Brand shall be revoked and ceased immediately, whereupon this Agreement shall be terminated accordingly. Upon termination, Clause 11.4 shall apply accordingly.

4.13. The Merchant shall consent and allow the Crediting Participant to disclose its information to the DuitNow Online Banking/Wallets Owner and Operator, as may be reasonably required for the purpose of and in connection with providing the DuitNow Online Banking/Wallets service.

4.14. The Merchant shall notify the Crediting Participant immediately if it becomes aware of any noncompliance or potential non-compliance of to this Agreement or the Overlay Service Procedures for DuitNow Online Banking/Wallets which is applicable to the Merchant as reflected in this Agreement.

4.15. The Merchant shall ensure each transaction that is sent to DuitNow Online Banking/Wallets for processing has a unique payment reference number.

4.16. The Merchant shall ensure that their customers are aware that payments can be made via DuitNow Online Banking/Wallets.

4.17. Merchant shall raise awareness and promote the use of DuitNow Online Banking/Wallets through the Merchant’s websites, mobile application, and other means of communications.

4.18. Clause 4.7, Clause 4.9 and Clause 4.12 herein shall survive termination of this Agreement. Termination does not affect either party’s rights accrued and obligations incurred before termination.

5. OBLIGATIONS OF CREDITING PARTICIPANT

5.1. Upon receiving successful debit confirmation, Crediting Participant shall immediately credit and make funds available to the Merchant’s account, or in a manner as agreed upon by the Crediting Participant and Merchant.

5.2. Crediting Participant must make payment in full to the Merchant and shall not deduct any fees from the payment proceeds due to a Merchant, except for situations where the Merchant has specifically agreed in writing that DuitNow Online Banking/Wallets fees shall be deducted from payment amount.

5.3. Crediting Participant shall refund transaction fees to the Merchant if fees are incurred due to Payer’s disputes that are not caused by the Merchant. However, if the Merchant opts to partially refund overpayments to Payers, the Merchant shall bear the transaction fees for executing the refund.

5.4. Crediting Participant shall implement reasonable measures to detect, mitigate, resolve and prevent fraudulent acts, actual and suspected.

6. GOODS AND/OR SERVICES DELIVERY

6.1. Upon receiving final payment confirmation from RPP Host, the Merchant shall immediately update the Payer’s payment and proceed to arrange for the delivery of the goods or services purchased by the Payer. Merchant is responsible to ensure that the goods or services purchased are rendered to the Payer within the duration as stated in the Merchant’s website and or mobile application.

7. FRAUD AND SECURITY

7.1. Merchant shall implement all prudent safeguards and controls necessary to prevent, detect and mitigate fraud, as well as to protect their customers, services and transactions from fraud.

7.2. Merchant shall also comply with all applicable laws of Malaysia in relation to fraud.

7.3. In the interest of safeguarding the integrity of the DuitNow Online Banking/Wallets service, Merchant grant the DuitNow Online Banking/Wallets Owner and Operator and/or the Crediting Participant the absolute authority to direct Merchant to take any measure that the DuitNow Online Banking/Wallets Owner and Operator and/or thee Crediting Participant deems necessary to detect, mitigate, resolve and prevent fraudulent acts, actual and suspected. Merchant receiving such a directive shall promptly comply with the directive.

8. PAYER’S DISPUTES/CLAIMS

8.1. The Merchant shall assist the Crediting Participant with investigation related to Payer’s disputes and requests for refunds in accordance with the following process and timelines:

8.2. If a valid request to recover funds was received by the Merchant within sixty (60) days of the Payer’s payments, the Merchant shall address the Payer’s disputes / claims to the Payer’s satisfaction.

8.2.1. Payers may submit requests for refunds to their Merchant for the following reasons after the payments have been made:

8.2.1.1. Goods or services purchased were not provided or rendered due to the Merchant’s non-performance or insolvency;

8.2.1.2. Goods purchased were damaged or defective;

8.2.1.3. Goods purchased not as described or as advertised by the Merchant;

8.2.1.4. Goods purchased were not genuine, counterfeit or fake; or

8.2.1.5. Payers’ bank accounts were erroneously debited multiple times for a single purchase or charged an incorrect amount by Merchant.

8.2.2. Upon receiving a request for refund, the Merchant shall respond to all requests for refunds within seven (7) Business Days of receipt. The Merchant shall ensure that the refund claims are addressed within the seven (7) Business Days timeframe.

8.3. The Merchant may provide concrete evidence to contest the refund claim. Evidence may include proof of delivery, certification from suppliers on the authenticity of goods, or other documentation to demonstrate the Merchant’s performance of its obligations. If the Merchant is unable to furnish evidence within the timeframe specified in Clause 8.2.2 or the evidence does not conclusively refute the Payer’s refund claim, the Merchant is required to refund the purchase proceeds to the Payer within three (3) Business Days. Evidence furnished by a Merchant to refute a refund claim is deemed to be sufficient if both the Debiting Participant and the Counterparty are fully satisfied that the Merchant has adequately demonstrated that the Merchant has performed its obligations.

8.4. If the Merchant is not able to adequately refute a refund claim in accordance with Clause 8.3, the Crediting Participant shall have the right to debit any of the Merchant’s account(s) maintained with the Crediting Participant for the recovery of the disputed sum either entirely or partially.

9. DISPUTE RESOLUTION

9.1. Merchant shall have the right to refer their disputes to the DuitNow Online Banking/Wallets Owner and Operator if there is an allegation of the Crediting Participant’s non-compliance to the obligations set out in this Agreement and the Overlay Service Procedures. The DuitNow Online Banking/Wallets Owner and Operator will review such complaints and allegations, but such review will be confined to:

9.1.1. Determination whether there has been non-compliance by the Crediting Participant;

9.1.2. Stipulating remedies for the Crediting Participant to correct or address the noncompliance; and 9.1.3 Determination if penalties are applicable for the Crediting Participant’s noncompliance.

9.2. All decisions rendered by DuitNow Online Banking/Wallets Owner and Operator in response to complaints from Merchant shall be binding on the Crediting Participant.

9.3. Referring allegations of non-compliance to DuitNow Online Banking/Wallets Owner and Operator does not preclude the right of Merchant to take the dispute to the respective industry arbitration or mediation bodies.

10. INDEMNITY

10.1. Subject to the Crediting Participant and Merchant’s (hereinafter referred to as “party” or “party’s”) compliance with Clause 9.3. each party (“Indemnifying Party”) agrees to indemnify and hold the   other party and its employees and agents harmless against any and all losses, expenses, claims, suits, demands, actions, and proceedings including all reasonable legal and other related fees or charges (“Liability”) which the other party may suffer or incur or for which the other party may become liable as a result of:

10.1.1. Any negligence, misrepresentation or fraud on the part of the indemnifying party, its employees, and agents with respect to the performance of its obligations or the exercise of any of its rights under this Agreement;

10.1.2. Any claim by a Payer, Crediting Participant, Debiting Participant, DuitNow Online Banking/Wallets Owner and Operator or any other person for any breach by the Indemnifying Party of any applicable laws;

10.1.3. The failure of the Indemnifying Party to observe any of its obligations under this Agreement; or

10.1.4. Any use of the DuitNow Brand by the Indemnifying Party other than as permitted by this Agreement.

10.1.5. Except to the extent that such liability arises or is incurred by the other party by reason of any act or omission on its part mentioned in Clause 10.1.1 to 10.1.4.

10.2. In the event a claim is made against a party in respect of which it is entitled to be indemnified pursuant to Clause 9.1, that party must:

10.2.1. Give notice of any such claim to the other party;

10.2.2. Consult with the other party in relation to any such claim; and

10.2.3. Not to settle any claim without obtaining the prior written consent of the other, such consent not to be unreasonably withheld.

10.3. The Crediting Participant is not liable to the Merchant for any loss or damage suffered by the Merchant as result of the delay or disruption caused by any system failure beyond the Crediting Participant’s reasonable control.

11. SUSPENSION & TERMINATION

Suspension

11.1. The DuitNow Online Banking/Wallets Owner and Operator or the Crediting Participant, as the case maybe, reserves the right to suspend the participation of the Merchant in the DuitNow Online Banking/Wallets service by giving notice in writing specifying the suspension date and any conditions applicable to the suspension, under the following circumstances:

11.1.1. DuitNow Online Banking/Wallets Owner and Operator or the Crediting Participant has determined that the Merchant breached this Agreement or any applicable rules, guidelines, regulations, circular or laws;

11.1.2. The Merchant fails to remedy the breach described in Clause 11.1.1 to the Crediting Participant’s satisfaction;

11.1.3. DuitNow Online Banking/Wallets Owner and Operator or the Crediting Participant has determined that the Merchant has inadequate operational controls or insufficient risk management processes, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the DuitNow Online Banking/Wallets service;

11.1.4. Court order(s) affecting the Merchant’s membership in the DuitNow Online Banking/Wallets service and/or the legal status of the Merchant;

11.1.5. Directive(s) issued by regulatory or government authority affecting the Merchant’s membership in the DuitNow Online Banking/Wallets services and/or its legal status;

11.1.6. An application is made to the court either voluntarily or involuntarily for an order that the Merchant be wound up;

11.1.7. The Merchant is deemed unable to pay its debt and should be wound up under statutory laws;

11.1.8. The Merchant is suspected on reasonable grounds that it is facilitating, involved in, has committed or will commit fraudulent act(s) in connection with the DuitNow Online Banking/Wallets service;

11.1.9. The Crediting Participant has received complaints from other Merchant(s), other Crediting Participant(s), Debiting Participant or Payer that the Merchant is engaging in fraudulent activity in connection with the DuitNow Online Banking/Wallets service; or

11.1.10. The Merchant has been suspended from the DuitNow Online Banking/Wallets service by other Crediting Participant(s) due to breach of provisions of this Agreement or any applicable rules, guidelines, regulations, circular or law.

11.2. Upon suspension of the Merchant in the DuitNow Online Banking/Wallets services:

11.2.1. The services provided will be suspended immediately;

11.2.2. The Merchant must take all reasonable steps to assist the Crediting Participant to notify each Payer affected by the action that the Merchant is no longer participating in the DuitNow Online Banking/Wallets service, in the form directed by the Crediting Participant;

11.2.3. The Merchant must cease all promotional and advertising that is related or can be perceived to be related to DuitNow Online Banking/Wallets service;

11.2.4. The Merchant must remove all DuitNow Brand from the Merchant’s marketing collaterals, channels and website; and

11.2.5. The Merchant must take all reasonable steps to comply with any directions of the Crediting Participant to minimize the impact on Payer of the suspension.

Termination

11.3. DuitNow Online Banking/Wallets Owner and Operator or the Crediting Participant, as the case maybe, reserves the right to terminate the services provided under this Agreement or the DuitNow Online Banking/Wallets service under the following circumstances, which includes, but not limited to:

11.3.1. This Agreement between the Merchant and the Crediting Participant is terminated or expired;

11.3.2. The Crediting Participant or the DuitNow Online Banking/Wallets Owner and Operator has determined that the Merchant has breached this Agreement or any applicable rules, guidelines, regulations, circulars or laws;

11.3.3. The Merchant fails to remedy or take adequate steps to remedy its default under this Agreement to the satisfaction of the Crediting Participant or the DuitNow Online Banking/Wallets Owner and Operator, as the case maybe, within a time period as specified in the notice of the default given by the Crediting Participant;

11.3.4. The DuitNow Online Banking/Wallets Owner and Operator or the Crediting Participant has determined that the Merchant has inadequate operational controls or insufficient risk management process, resulting in potential threats or risks to the stability, integrity, safety, security and efficiency of the DuitNow Online Banking/Wallets service;

11.3.5. Court order(s) affecting the Merchant or the Crediting Participant(s) membership and/or legal status;

11.3.6. Directive(s) issued by regulatory or government authority affecting the Merchant or the Crediting Participant(s) membership and/or legal status;

11.3.7. An application is made to the court either voluntarily or involuntarily for an order that the Merchant be wound up;

11.3.8. The Merchant is deemed unable to pay its debt and should be wound up under statutory laws;

11.3.9. The Crediting Participant’s membership in the DuitNow Online Banking/Wallets service or RENTAS is terminated or suspended, and the Merchant has not appointed a replacement Crediting Participant; or

11.3.10. The DuitNow Online Banking/Wallets Owner and Operator has determined the Merchant is inactive or the Merchant is deemed inactive when there are no transactions for a period of twelve (12) consecutive months.

11.4 Upon termination of this Agreement, the Merchant must undertake the following:

11.4.1. Immediately advise its customers that they will no longer accept payment via DuitNow Online Banking/Wallets from the effective date of termination of the Merchant’s access to DuitNow Online Banking/Wallets service;

11.4.2. Shall ensure that inflight transactions post-termination is completed i.e., goods are delivered to the Payer’s satisfaction;

11.4.3. Cease all promotional and advertising that is related, or can be perceived to be related to the DuitNow Online Banking/Wallets service; and

11.4.4. Remove all DuitNow Brand and Marks from the Merchant’s Payment Channels and websites.

11.5. Upon termination of this Agreement, the participation of the Merchant in DuitNow Online Banking/Wallets service is automatically terminated.

11.6. Termination of the Merchant in the DuitNow Online Banking/Wallets service shall not extinguish any outstanding right or liability arising under this Agreement or the terms in the Overlay Service Procedures for DuitNow Online Banking/Wallets which is applicable to the Merchant as reflected in this Agreement.

12. ADVERTISEMENT AND USE OF LOGO

12.1. The DuitNow Online Banking/Wallets Owner and Operator owns all rights, titles and interest in the DuitNow Brand and the DuitNow Online Banking/Wallets Owner and Operator and/or the Crediting Participant may specify and may at any time amend the requirements relating to the use and/or display of the DuitNow Brand.

12.2. The Merchant shall comply with the requirements, process and/or guidelines prescribed by the DuitNow Online Banking/Wallets Owner and Operator in using the DuitNow Brand.

12.3. The Merchant must use the appropriate denotation or legend of trademark registration or ownership in connection with DuitNow Brand, as required or consented to by the DuitNow Online Banking/Wallets Owner and Operator and/or the Crediting Participant.

12.4. The Merchant shall only use the DuitNow Brand for the sole purpose of publicizing, indicating and advertising that the Merchant accepts payments through the DuitNow Online Banking/Wallets service.

2.5. The DuitNow Online Banking/Wallets Owner and Operator and/or the Crediting Participant have the right to direct the Merchant to make changes to their use of the DuitNow Brand to rectify any non-compliance or potential non-compliance.

12.6. The DuitNow Online Banking/Wallets Owner and Operator may at any time, in its absolute discretion, direct a Merchant to cease using the DuitNow Brand where such use is in breach of this Agreement or the terms in the Overlay Service Procedures for DuitNow Online Banking/Wallets which is applicable to the Merchant as stipulated in this Agreement.

12.7. The Merchant must not use the DuitNow Online Brand in such a way to create an impression that the goods or services offered by the Merchant are sponsored, produced, offered or sold by the owner of the DuitNow Brand. The Merchant must not adopt “DuitNow Online Banking/Wallets” or any other DuitNow Brand as any part of the name of its business or apply it to any goods or services offered for sale.

12.8. In the event of termination of the Merchant’s access in DuitNow Online Banking/Wallets service, the Merchant’s sub-licensed use of the DuitNow Brand shall be automatically revoked on the day that the cessation of the Merchant’s access takes effect.

12.9. The Merchant must immediately on becoming aware of any infringement or potential infringement of the DuitNow Brand, notify the Crediting Participant.
 

1. THE BASICS

   1.1 This Agreement is entered between Boost Connect Sdn Bhd (Company No. 201701045511(1259684-W)), a company incorporated under the laws of Malaysia, having its registered address at Level 30, Axiata Tower, 9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia (hereinafter referred to as “Boost Connect”); and the Party named and described in the Purchase Form (hereinafter interchangeably referred to as the “Merchant” or “You”). Boost Connect and the Merchant are hereinafter collectively referred to as “Parties’’ or “We” and individually as “Party” as the context may require.

   1.2 Boost Connect in collaboration with Pine Payment Solutions Sdn Bhd (Registration No.: 201601031792 (1202733-A)) (“Pine Labs”) will be offering, inter alia, point of sale (“POS”) devices to Merchants who will be able to receive payment through various payment mode(s) in respect of goods and/or services offered for sale in the Merchant’s outlets (“Services”).

   1.3 This General Terms and Conditions apply to the Services you acquire from Boost Connect.

   1.4 The Merchant will complete the Purchase Form with particulars of Services subscribed.

   1.5 The Purchase Form, and these General Terms and Conditions will collectively be referred to as “the Agreement”.

   1.6 If there is a conflict between the documents, the order of priority, highest first, is:
   (a) The Purchase Form; and
   (b) this General Terms and Conditions.
   In the event of any inconsistency between any provisions of this General Terms and Conditions and the Purchase Form, the Purchase Form shall prevail.

2. DEFINED TERMS
   Unless as defined herein, any captioned or capitalized terms shall have the meaning prescribed to them in the Boost Connect website (https://connect.myboost.co/legal-resources/), as amended from time to time.

3. THE SERVICES

   3.1 Boost Connect will provide you with all or any of the following services:
   (a) the offering of Point-of-Sale devices (“POS devices”) to you; and/or
   (b) the applicable software for the functionality of the POS devices.

   3.2 You shall only use the hardware at the applicable outlet declared to Boost Connect as stated in the Purchase Form. In the event there is any change to the venue of your business, you shall immediately notify Boost Connect on such change without undue delay.

   3.3 For the avoidance of doubt, you shall liaise with Pine Labs for all technical, installation and device related queries.

   3.4 Boost Connect reserves the right to reclaim the hardware from the Merchant if the Merchant terminates the Services before the end of three (3) years from the installation date.

   3.5 Boost Connect shall also be eligible to reclaim the hardware where the Merchant fails to make payment according to the payment terms for the subsequent renewal period.

   3.6 Boost Connect shall not have any claim on the hardware if the Merchant terminates the Agreement on or after three (3) years from the installation date provided that the Merchant has paid the Total Fee for all three (3) years.

   3.7 In the event of the hardware are damaged or not returned, the replacement charges will be imposed on the Merchant as per the amount stipulated in the Purchase Form.

4. PARTIES’ OBLIGATIONS
   Boost Connect:

   4.1  Boost Connect will supply the relevant information, policies, standards, and terms and conditions (if any) from the relevant parties (hereinafter collectively referred to as “Relevant Parties”) to you after receiving such relevant information, policies, standards and terms and conditions from the Relevant Parties in relation to the Services. Boost Connect may from time to time provide updated or revised terms and conditions or rules and regulations to you within seven (7) Business Days upon being notified by the Relevant Parties pertaining to the Services throughout the Term of the Agreement and you shall ensure ongoing compliance to all the terms and conditions.
   Merchant:

   4.2 Where applicable, you must provide, operate, maintain and support, in good functioning condition, all your System and Materials required to interface with Boost Connect’s Systems and Materials in order for Boost Connect to provide the Services to you and/or you to provide the Services to your customers, as the case may be.

   4.3 You must act with all proper diligence and in good faith and in a manner, which is consistent with the Agreement.

   4.4 You agree to provide Boost Connect with all relevant information, documentation, systems and other resources reasonably required by Boost Connect to perform its obligations including but not limited to enabling the functionality and/or card acceptance of the POS devices under the Agreement.

   4.5 In relation to any Services provided in accordance with the Agreement, you:

   (a) must comply with the terms and conditions of the Relevant Parties which may be amended or updated from time to time, and you shall adopt and implement the necessary changes, updates, policies, terms and conditions including but not limited to your websites, platform, portal etc.;

   (b) must comply with Policies and Rules (as provided to you) to the extent that they are applicable to the receipt of the Services; 

   (c) must promptly keep Boost Connect updated and in any event, not more than three (3) Business Days from the date of any changes, on the company and business information during the Term of the Agreement; and

   (d) must comply with all Applicable Laws including but not limited to Anti-Bribery and Anti-Corruption Laws, Anti-Money Laundering Laws, and Data Privacy Laws that are applicable to you.

5. MERCHANT’S COVENANTS & UNDERTAKING

   5.1 You must not resell the Services to a third party. Notwithstanding the foregoing, this Clause

   5.1 does not in any way prevent you from making the Services consumed available to your Customers.

   5.2 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Services provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services.

   5.3 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Services provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices.

   5.4 You must ensure that you do not engage in the prohibited business category and unlawful activities as published in the Boost Connect’s website and the transactions processed on your website, platform, system, portal through the Services is not suspicious or fraudulent.

6. REPRESENTATIONS AND WARRANTIES

   6.1 You agree to ensure compliance with Applicable Laws in connection with the Agreement and the Services and you hereby warrant and represent that you have obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in relation to its respective obligations under the Agreement.

   6.2 You further warrant and represent that you have obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all necessary parties, in respect of the consumption of Services.

   6.3 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary approvals, and that the Agreement constitutes a legal, valid and binding obligation of that Party.

   6.4 Both Parties have not relied on any representation made by the other Party which has not been stated expressly in the Agreement. Except as specified in the clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.

7. PAYMENT

   Service Charges:

   7.1 You agree to pay the fees, charges and expenses based on the payment terms described in Purchase Form together with any other liabilities or expenses described in the Agreement.

   7.2 Each payment shall be based on the Purchase Form or invoice (as applicable) issued to you for any amount under the Agreement.

   7.3 Each Purchase Form or amount invoiced (as applicable) will be paid within term agreed in the applicable Purchase Form following the date of receipt of the invoice or the statement of amount (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement. You shall bear all bank transfer or finance charges as applicable.

   7.4 In the event of any dispute to any amounts payable in accordance with the Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for under Clause 19 of the Agreement. The rate card for Services is set out in the Purchase Form.

   7.5 If applicable, the rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Boost Connect to convert the transaction currency into the currency agreed in the Agreement, shall be the reference rate published by Oanda+ 5% mark up on the date of the payment.

   7.6 Boost Connect shall not be liable for any Loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the settlement currency stated in the Agreement at a particular time or at a more favourable rate of exchange than actually used.

   7.7 Any claim, loss, billing error, damage or expense arising out of or relating to this Agreement, which is not reported in writing to Boost Connect by you within seven (7) Business Days of such failure to perform, or in the event of a billing error, within fourteen (14) days of the date of the applicable invoice or statement, you hereby expressly waives any rights to any claim that is not brought within the time periods stated herein.
   Security Deposit (if applicable):

   7.8 You hereby agree to pay Boost Connect a security deposit (if any) as stated in the Purchase Form.

8. TAXES

   Withholding Tax:

   8.1 If any payment under the Agreement is subject to any applicable withholding taxes by the relevant authority under the Law in countries and jurisdiction which a party is operating, and such tax is required to be withheld from the payment to the other party, the party is entitled to deduct any taxes payable from the gross payment and remit the amount to the tax authorities on behalf of the other party.

   (a) The other party shall then make payment of the fees to the party, less the sum deducted for tax in accordance with the terms and conditions of the Agreement.

   (b) If the party is entitled to a preferential tax rate, the party may then furnish to the other party evidence of its tax residency status by way of letter or certificate issued by the relevant tax authority confirming the party’s tax residence status prior to the other party making its first payment to the party under the Agreement.

   (c) A party shall furnish to the other party all applicable tax receipts within one (1) month from the date of payment.
   Taxes may be levied in addition to any payment for the Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.
   Service Tax:

   8.2 Where any service tax, goods, and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement imposed by the relevant Malaysian authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each statement of account or invoice (as applicable), provided that Boost Connect has complied with the following:

   (a) Boost Connect is duly licensed by the relevant Malaysian authorities to collect such service tax or goods and services tax, or tax of similar nature;

   (b) the appropriate service tax or goods and services tax or tax of similar nature for each statement of account or invoice (as applicable) is included under the relevant statement of account or invoice (as applicable) at the time of the issuance of the statement of account or invoice (as applicable); and

   (c) all statement of account or invoices (as applicable) provided by Boost Connect to you comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the Malaysian authorities.

   8.4 If Boost Connect is required to pay any Taxes to any relevant third party in connection with the Agreement, Boost Connect may pass through such Taxes which may be levied in addition to any payment for the Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

   8.5 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

9. INDEMNITY & LIMITATION OF LIABILITY

   9.1 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect in connection with:

   (a) your provision or consumption of the Services (as the case may be) or any act or omission by you relating thereto, including in connection with third-party claims (as the case may be);

   (b) breach of any part of the Agreement by you, or violation or your failure to comply with our privacy and data protection obligations or confidentiality obligations or Applicable Laws by you

   (c) or arising from any act or omission by you which results in Boost Connect breaching its agreements with other third-party contractors relevant to the Services; or

   (d) a dispute between you and any end-users; and/or

   (e) an Infringement Claim;

   (f) any act, neglect or default of you or your agents, representatives, employees, licensees or Customers; and/ or

   (g) any event of fraudulent and illegal transaction committed by you or your agents, representatives, employees, licensees or Customers.

   9.2 You shall undertake to perform the necessary action to restore Boost Connect to its original position including but not limited to financial position in the event of any breach committed by you where the indemnity provisions in this Agreement may not be sufficient to compensate Boost Connect as a result of any such breach.

   9.3 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect, arising from any claim that the intellectual property owned by you infringes any Intellectual Property Rights of a third-party.

   9.4 You hereby agree to hold Boost Connect harmless against any claims or penalties that may be imposed on Boost Connect by reason of your failure to comply with your obligations under the tax Law of your jurisdiction.

   9.5 Boost Connect’s entire liability to you for all Claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise including but not limited to Force Majeure Event, unavailability or malfunction of Services) will be limited to an amount not exceeding the Total Fee for Services.

   9.6 In no event shall Boost Connect be liable to you under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages even if Boost Connect have been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.

   9.7 The Services is operated by a third-party provider. Notwithstanding anything to the contrary in the Agreement, Boost Connect excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement and/or the Services, that are caused directly or indirectly by any act or omission by the third party provider or any default, error, unavailability or failure of the third party services.

   9.8 Any claims by you in relation to the Agreement shall be made against Boost Connect and not to any third-party.

   9.9 Boost Connect shall ensure availability or delivery of the Services on a best-efforts basis during any periods of maintenance, upgrades or Force Majeure Event. In the event of any period of maintenance, upgrades or Force Majeure Event, Boost Connect may provide you with prior notice in advance.

   9.10 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:

   (a) a Party's liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;

   (b) a Party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’;

   (c) any obligation by you to indemnify any person under the Agreement;

   (d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with Applicable Laws or Authorisation or any act or omission by you putting Boost Connect in breach of Applicable Laws or Authorisation;

   (e) a Party's liability for that Party's fraud;

   (f) a Party's liability for death or personal injury caused by that Party; or

   (g) any liability that cannot be excluded under mandatory Applicable Laws.

10. KEEPING THINGS CONFIDENTIAL

    10.1 Confidentiality:

    (a) We will both keep all Confidential Information confidential.

    (b) We will both take adequate, reasonable and appropriate steps to notify our employees and the third-parties of their obligations to comply with the Agreement.

    (c) We both agree that either Party may disclose the applicable data in relation to this Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that Party to perform its obligations or exercise its rights under the Agreement.

11. RECORDS AND REPORTING

    11.1 You must keep clear, understandable, accurate, complete and up to date records and supporting information for all transactions relating to the Services consumed for up to seven (7) years. You must:

    (a) make such transaction records and information available, as reasonably required by Boost Connect for inspection, verification and audit purposes promptly upon request; and

    (b) provide such other reports as set out in the Agreement, and as otherwise reasonably required by Boost Connect from time to time relating to the transactions, promptly upon request.

12. TERM AND RIGHT OF TERMINATION

    12.1 Term of the Services shall be effective for a minimum of thirty-six (36) months from the date of execution of the Purchase Form (“Minimum Period”) unless terminated in accordance with this Clause 12.1. A Party (“Terminating Party”) may terminate any one or more of the Services immediately by providing written notice to the other Party to that effect if:

    (a) that other Party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;

    (b) proceedings for the appointment of a custodian, receiver, receiver manager or any other official with similar powers for that other Party are commenced; or

    (c) that the other Party ceases to carry on business;

    (d) due to de-registration or failure to obtain a valid license to provide the Services;

    (e) has not performed any material covenant; or

    (f) has breached any material term of the Agreement,

    (g) and such failure to perform or breach is:

    i. incapable of cure; or

    ii. capable of cure, but the other Party fails to cure the failure to perform or breach within thirty (30) days from receipt of notice by the non-defaulting Party (or such additional cure period as the non-defaulting Party may authorize).

    12.2 Boost Connect may suspend, and/or terminate your consumption of one or more of the Services by written notice to you at any time:

    (a) if you are in breach of the Agreement (including any failure to pay the outstanding amount or invoice (as applicable) by the due date, or Boost Connect reasonably suspects a breach of the Agreement or misuse of the Services;

    (b) in the event the Services can no longer be provided by Boost Connect or is no longer practical or feasible;

    (c) in circumstances where there is a third-party intellectual property claim against you, Boost Connect or any third-party that is relevant to the Services or any rights or obligations under the Agreement;

    (d) where suspension or termination is required in order for Boost Connect to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Services; or

    (e) if Boost Connect’s third party provider, for any reason, suspends the provision of the third party services or otherwise ceases to provide (temporarily or otherwise) the third party services;

    (f) if Boost Connect is required by the Relevant Parties or Authority, for any reason, to suspends or cease from providing the Services (temporarily or otherwise) to you.

    12.3 Notwithstanding any other provisions in this Agreement, in the event Boost Connect suspects any misuse of the Service, Boost Connect may, in its sole and absolute discretion, suspend and/or terminate the Service with or without notice (or may be communicated orally or via email) and if applicable and subject to Clause 23.5, shall be entitled to withhold any amount payable to you which Boost Connect suspects arises from any misuse of the Service. For the avoidance of doubt, in the event this Agreement is terminated prior to completion of the Minimum Period, Boost Connect reserves the right to charge the Merchant for any outstanding amounts due and payable to Boost Connect accruing from the effective date of termination until completion of the Minimum Period.

    12.4 Only if Boost Connect is unable to resume provision or consumption of the affected Services, then Boost Connect may terminate any or more of the affected Services upon a written notice to you. Neither Party shall have any claims against each other arising from termination pursuant to Clause 12.4.

    12.5 Boost Connect may terminate any one or more of the Services upon thirty (30) days notice to you without assigning any reason whatsoever and in the event the Merchant is a corporate body, a Change in Control occurs. Such Merchants shall promptly notify Boost Connect in the event of any Change in Control of your organization occurs.

    12.6 If a delay or failure by a Party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other Party may immediately terminate any one or more the Services by providing written notice to the other Party.

    12.7 Return or destruction of Confidential Information:

    12.7.1 You must as soon as practicable on expiry or termination of the Agreement or any part of the Agreement:

    (i) return to Boost Connect or (if upon request of Boost Connect) destroy;
    (ii) certify in writing to Boost Connect the destruction of; and/or
    (iii) permit an employee of Boost Connect to witness the destruction of,all Confidential Information belong to Boost Connect, including but not limited to the Materials, Data and/or information containing or comprising Intellectual Property Rights owned by Boost Connect or licensed to you used under or in connection with the expired or terminated Agreement. You are allowed to keep one copy of any notes and other records of the Confidential Information that you are required by Law to retain.

    12.8 For the avoidance of doubt, the obligations of confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

    12.9 Survival of clauses:

    12.9.1 The following shall survive the termination or expiry of the Agreement or any part of the Agreement:

    (i) the relevant parts of the Agreement in Clause 2 (Defined Terms), 9 (Indemnity & Limitation Of Liability), 10 (Keeping Things Confidential), 12 (Term and Termination), Clauses 13 (Data Protection), 14 (Intellectual Property Rights), 17 (Publicity), 18 (Transferring To Another Parties), 19 (Entire Agreement), 20 (Choice of Law), 19 (Settling Disputes), 20 (Notices), and 23 (General) ; and

    (ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

    12.9.2 Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13. DATA PROTECTION

    13.1 You shall undertake to Boost Connect that you shall at all times maintain and comply with Personal Data Protection Policy in regard to the Personal Data as published in the Boost Connect’s website and with the applicable regulations on data security and data protection as well as establish controls which include process and procedures as well as IT security controls that are commonly accepted as effective by industry practice in protecting customer data and information. You shall ensure to Boost Connect that all of your third-party service providers engaged by you whom access, store, transmit and process customer data comply with this Clause 13.1.

    13.2 You hereby represents and warrants that:

    (a) you have complied in all materials with respect to the Personal Data Protection Act (“PDPA 2010”);

    (b) you have not received any notice (including, without limitation, any enforcement notice, de-registration notice or transfer prohibition notice), letter, complaint or allegation from the Personal Data Protection Commissioner of Malaysia, alleging any breach or non-compliance by it of the PDPA 2010 or prohibiting the transfer of data to a place outside Malaysia;

    (c) you have not received any claim for compensation from any person in respect of its business under PDPA 2010 and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data in the past three (3) years and there is no outstanding order against you in respect of the rectification of erasure of data; and

    (d) no warrant has been issued, authorizing the Personal Data Protection Commissioner of Malaysia (or any of its officers, employees or agents) to enter any of your possession for the purpose of, inter alia, searching them or seizing any documents or other material found there.

14. INTELLECTUAL PROPERTY RIGHTS (“IPR”)

    14.1 You shall at all times comply with the Intellectual Property Rights Policy in regard to the IPR as published in the Boost Connect’s website.

    14.2 You shall display the “Boost Connect” logo and any other relevant logos, trademarks, brand names, brand, (collectively referred as "Marks") on your website, portal, platform, or checkout page subjected to the relevant marketing and promotional guidelines as provided or informed to you by Boost Connect. You shall cease to use or display such Marks in any way (including, without limitation, in promotional materials and transaction related papers or forms) immediately upon notice from Boost Connect or upon termination of this Agreement. You shall not use any promotional materials which include any reference to Boost Connect and its Marks without its prior written consent. All goodwill resulting from any use of a Party's name, brand, logo, trade mark, trade name, business name, product name or other mark shall accrue only to that Party.

15. PUBLICITY

    Each Party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other Party and the relevant third party’s contractors, except that the other Party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving Party or its related companies are bound.

16. TRANSFERRING TO ANOTHER PARTY

    16.1 You shall not assign or novate the Agreement without the prior written consent of Boost Connect. Boost Connect may from time to time assign or novate the Agreement, in whole or in part, to any entity within Boost Connect Group of Companies by giving notice to you.

    16.2 If a Party subcontract any of its obligations under the Agreement, then that Party will remain fully responsible and liable for the performance of its obligations.

17. ENTIRE AGREEMENT

    The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

18.  CHOICE OF LAW

    The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with the Agreement and/or our relationship, including non-contractual ones (“Dispute”).

19. SETTLING DISPUTES

    19.1 Both Parties shall in good faith employ reasonable endeavours to settle any Dispute.

    19.2 In the event of any Dispute, each Party may be required to provide relevant information evidencing any amounts claimed in accordance with the Agreement. In the event the Dispute is not settled within thirty (30) days from the date of any written notice provided by one Party to the other, Parties hereby agree to accept the jurisdiction of the courts of Malaysia to settle the Dispute.

20. NOTICES

    20.1 Any notice, invoice, statement of account, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

    (a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

    (b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or

    (c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system,
    to the other Party at the address or email address set out in the Agreement, as may be updated from time to time by the other Party.

    20.2 For the purpose of clarity under this Agreement, Parties shall comply with the notice period provided under the following clauses, including but not limited to

    (a) Clause 4: Parties’ Obligations

    (b) Clause 9: Indemnity and Limitation of Liability

    (c) Clause 12: Term and Right of Termination

    (d) Clause 19: Settling Disputes

    (e) Clause 22: Anti-Bribery and Anti-Corruption Undertakings

21.  UNFORSEEABLE EVENTS

    21.1 Boost Connect shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:

    (a) the Merchant, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;

    (b) the Merchant failing, neglecting or omitting in performing its obligations under the Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or

    (c) the occurrence of a Force Majeure Event,
    which has a material impact on the performance of the relevant obligations of Boost Connect.

    21.2 If such an event occurs, Boost Connect must:

    (a) notify the Merchant of the delay, interruption or failure;

    (b) identify the specific nature of the delay, interruption or failure; and

    (c) provide the Merchant with the reasonable instructions in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure).

22. ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

    22.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

    22.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

    22.3 You shall not, under any circumstances and whether directly or through a third party:

    (a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:

    1) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

    2) to or from any family member of such director, employee or representative; or

    3) to or from any other third party; as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    4) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.3 (a) above.

    22.4 You hereby represents and warrants that:

    (1) you have not, under any circumstances and whether directly or through a third party:

    (a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

    (b) to or from any family members of such director, employee or representative; or

    (c) to or from any other third party;
    as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    (d) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.4(1)(a) above;

    (1A) (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

    (ii) you have not, under any circumstances and whether directly or through a third party:

    (a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

    i. to or from any Politically Exposed Person; or

    ii. to or from any family members of such Politically Exposed Person
    as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    (b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisationreferred to in Clause 22.4(1)(a) above;

    (2) at any point in time, you, the directors, controllers, agents or persons who are concerned in the management of your affairs, and entities within your control (individually or collectively “Subject Person”) has never been charged or been the subject of investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to any of the matters described in Clause 22.4(1)(a) or 22.4(1)(b);

    (3) the Declaration made by you is true, accurate and complete in all material respects; and

    (4) you have and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

    22.5 If you:

    (a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

    (b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws (“Regulatory Deficiencies”),
    You shall notify Boost Connect in writing of this fact as soon as possible and in any event within seven (7) days.

    (c) You shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory Deficiencies and share these plans with Boost Connect. Boost Connect shall have the right to review any and all such responses and remedial actions, and you shall, and shall procure that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that Boost Connect may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable satisfaction of Boost Connect.

    (d) You shall:

    (a) conduct its businesses and affairs in an ethical, responsible, and accountable manner; and

    (b) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

    You shall, and shall ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

    (e) You undertake to Boost Connect that in performing your obligations under this Agreement, you shall conduct yourself in a manner consistent with Axiata’s Supplier Code of Conduct located at https://www.axiata.com/our-business/suppliers , which website/webpage may be updated from time to time.

    (f) You shall immediately report to Boost Connect if there is any director, employee, representative, agent or sub-contractor of any Axiata Group members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable evidence to Axiata’s speak up channels which can be accessed through:
    • Website: https://axiatagroup.integrityline.com
    which may be updated from time to time.
    Audit, Inspection and Access:

    22.6 Upon Boost Connect’s written request, you shall allow Boost Connect (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

    a. any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

    b. whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

    c. whether you are complying with this Agreement.
    The audit, inspection and access by Boost Connect (or its representative or nominee) referred to in this Clause 22.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Boost Connect to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.
    The audit, inspection and access by any Authority referred to in this Clause 22.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.

    1. You shall, at your own cost, provide Boost Connect (or its representative or nominee) or such Authority all reasonable assistance requested by Boost Connect (or its representative or nominee) or such Authority in connection with an inspection or audit including but not limited to facilities, resources, equipment and soft and hard data. You shall ensure that your directors, employees, representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation. Boost Connect, its representative or nominee and such Authority shall be entitled to make and retain copies of records and supporting documentation.

    2. You shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting documents for,:

    a. compliance with all Applicable Laws relating to the supply or performance of the Services and/or all Applicable Laws relating to anti-bribery, anti-corruption and/or anti-kickbacks;

    b.Cthe resources used by you in performing your obligations under the Agreement;

    c. the unit amounts invoiced to Boost Connect under the Agreement;

    d. expenditure, transactions or disbursement concerning the fees relating to the Services and all dealings and transactions in relation to its business and activities; 

    e. practices, procedures, systems and general controls relating to the Services under the Agreement (including security);

    f. procurement and supply chain practices and activities of you in relation to this Agreement;

    g. any Authority’s requests in relation to this Agreement; and

    h. any other reasonable purpose as determined by Boost Connect from time to time.

    3. All such records and supporting documents shall be maintained by you in accordance with the generally accepted accounting methodology. You shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of transaction, subject to applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

    4. Boost Connect shall bear its own costs and expenses of the audit carried out by Boost Connect (or its representative or nominee) under this Clause 22.6 (Audit, Inspection and Access) unless you fail to perform any of its obligations in accordance with the Agreement or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the Services in which case you shall then bear the costs and expenses associated with the audit. You shall bear your own costs and expenses of any audit carried out by any Authority under this Clause 22.6 (Audit, Inspection and Access).

    5.This Clause 22.6 shall survive the expiry or termination of this Agreement.

    (A) Nothing in Clause 22.6 shall require you to disclose any information to Boost Connect (or its representative or nominee) if such disclosure would violate any Applicable Laws; and

    (B) if you fail to provide such access or such information in reliance on Clause (A) above, you shall:

    (1) promptly (and in any event within three (3) days) provide a written notice to Boost Connect stating that you are withholding such access or such information and stating the detailed justification thereof; and

    (2) use best endeavors to provide such access or information in a way that would not violate such law.

    22.7 You shall on demand defend and indemnify Boost Connect, other members of Axiata Group and their respective directors, employees, representatives and agents (collectively “Indemnified Persons”) against all claims, demands, actions, proceedings, costs, expenses, losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement. In the course of defending any claims, demands, actions or proceedings against any Indemnified Person, you shall not make any settlement, compromise, admission or waiver of any defences available in respect of any such claims, demands, actions or proceedings.

    22.8 This Clause 22.7 shall survive the expiry of termination of this Agreement.

    22.9 Boost Connect may terminate this Agreement by giving written notice to you (“Notice”):

    a) with immediate effect, if you commit any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement or Boost Connect has reasonable belief that this may occur;

    b) with immediate effect, if Boost Connect receives a notice from you pursuant to Clause 22.5 or Clause 22.11 or Boost Connect has reasonable belief that this may occur;

    c) with effect from fourteen (14) days after the date of the Notice, if there is a change of Control occurs in respect of you;

    d) with effect from fourteen (14) days after the date of the Notice, if there is a merger in respect of you or any of its assets or businesses;

    e) with immediate effect, if the Declaration is found by Boost Connect to be false, incomplete or misleading.

    22.10 If:

    a. Boost Connect receives a notice from you pursuant to Clause 22.5; or

    b. Boost Connect has reasonable cause to suspect or believe that you have committed any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement, Boost Connect may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement, in whole or part, by itself, through a third party or a combination of itself and the third party. All costs and expense incurred by Boost Connect under this Clause 22.10 shall be borne in full by you.

    c. In the event that Boost Connect elects to exercise its rights under Clause 22.10, you shall within seven (7) days provide:

    i. Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of you; and

    ii. Access to all premises in relation to which the Services are provided, at no charge to Boost Connect. Without prejudice to any rights and remedies you may have, you shall not be entitled to receive or invoice the fees/charges related to such Services provided or performed by Boost Connect, its personnel or any third party appointed by Boost Connect. All costs and expenses incurred by you in providing the facilities, systems, materials, intellectual property rights and assistance to Boost Connect for such step in pursuant to this Clause 22.10 shall be borne by you.

    22.11 You shall declare to Boost Connect all work or relationships that may give rise to conflicts of interest between yourself and Boost Connect and other members of Axiata Group which will materially affect directly or indirectly your ability to supply or perform the Services.

    22.12 Subject to any restrictions imposed by law or confidentiality obligations, you shall declare the existence of any pending or ongoing litigation against you which will materially affect your ability to supply or perform the Services under this Agreement.

    22.13 You shall not allow any third party to carry out any part of the obligations under this Agreement without Boost Connect’s prior written consent. Notwithstanding the appointment of such third party, you shall remain fully liable to Boost Connect for the supply and performance of the Services and shall be fully responsible for the acts, omissions, defaults and neglects of such third party.

23. GENERAL

    23.1 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provisions
    shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

    23.2 Survival of the Agreement: The Agreement is to be binding upon the parties and their respective permitted legal assigns and successors-in title. The obligations created by this Agreement shall continue to be valid and binding notwithstanding any change by amalgamation, reconstruction or otherwise (including but not limited to change of name) which may be made in the constitution of either Party to this Agreement.

    23.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing.

    23.4 Relationship of the Parties: The relationship of the Parties shall be as per the terms set out in the Agreement.

    23.5 Set-off: Boost Connect reserves the right to offset any outstanding amounts due and payable by you to Boost Connect against any amounts payable to you by Boost Connect or Boost Connect Group of Companies.

    23.6 Costs: each Party shall bear its own costs and expenses in connection with the Agreement.

    23.7 Amendments to the Agreement: Save and except for the Addendum(s) herein, any changes shall be in writing and executed by both Parties.

    23.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Boost Connect in connection with the Agreement.

24. LIST OF APPENDICES

    The following appendices can be accessed at https://connect.myboost.co/legal-resources/

    1. Personal Data Protection Policy;

    2. Intellectual Property Rights Policy;

    3. Defined Terms; and

    4. List of Prohibited Category (Appendix B) can be accessed at https://myboost.co/business/general-terms-condition

    DEFINED TERMS (SOUNDBOX)

    1. “Anti-Bribery Laws” means all Applicable Laws relating to anti-bribery, anti-corruption or anti-kickbacks, which may include, the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign Corrupt Practice Act of 1977, the United Kingdom Bribery Act of 2010 and any other Applicable Laws in any jurisdiction.

    2. “Anti-Money Laundering Laws” means all Applicable Laws relating to anti-money laundering or combating financing of terrorism, which may include the Malaysian Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and any other Applicable Laws in any jurisdiction.

    3. “Applicable Laws” means with respect to any person or thing, any supranational, national, state, provincial, municipal or local law, common law, regulation, directive, guideline, constitution, act of parliament, ordinance, treaty, convention, by-law, circular, guidance, notice, codes, rule (including the rules of any applicable stock exchange), order, injunction, judgment, decree, arbitral award, ruling, finding or other similar requirement enacted, adopted, promulgated or applied by an Authority, including any amendments, re-enactment or replacement of it, that has the force of law with respect to such person or thing in any relevant jurisdiction.

    4. “Authorisation” means any approval, consent, exemption, filing, licence, notarisation, permit, permission, registration, clearance, authorisation or waiver however described as required by Law, and any renewal or variation of any of them.

    5. “Authority” includes any supranational, national, state, municipal or local government, governmental, semi-governmental, intergovernmental, regulatory, judicial or quasi-judicial body, agency, department, entity or authority, stock exchange or self-regulatory organisation established under statute and shall include persons exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

    6. “Axiata Group” means Axiata Group Berhad and its subsidiaries.

    7. “Boost Connect Group of Companies” means Boost Connect Sdn Bhd (Formerly known as Apigate Sdn Bhd) and its subsidiaries, associates and affiliates (including future subsidiaries, associates and affiliates).

    8. “Business Day” means:

    i. if a place is not specified, any day, excluding weekends and public holidays in Kuala Lumpur, Malaysia and/or such place where the applicable Boost Connect entity is located.

    ii. if a place is specified, any day, excluding weekends and public holidays in the specified place; or

    9. “Change in Control” means a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of securities, by contract, or otherwise.

    10. “Confidential Information” means confidential information of a party which relates to the subject matter of this Agreement and includes confidential information relating to the customers, personnel, policies or business strategies of that party and any company within that party’s group of companies, and the terms or conditions upon which the Services are consumed pursuant to this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the receiving party already knew, that becomes public through no fault of the receiving party, that was independently developed by the receiving party, that was rightfully given to the receiving party by another party, that was required to be disclosed by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

    11. “Claim” means any claim, demand or proceeding arising out of any cause of action (including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action).

    12. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise;

    13. “Customer” means any person making purchase of your goods, products or services;

    14. “Declaration” means the declaration required to be signed or agreed whether in written or electronic form by you prior to the entry into this Agreement;

    15. “gratification” and “financial or other advantage” includes facilitation payments, asset, benefit, loan, employment, agreement to render services, release, discharge of any liability, money, forbearance to demand money, forbearance from exercising any right or power, obtaining favourable treatment or improper commercial advantage, gifts, entertainment, favours, services or benefits, commission, valuable consideration of any kind and any service or favour and “gift” is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.

    16. “Politically Exposed Persons” includes any government official, any official of government departments, agencies or instrumentalities, any official or employee of public international organisations, political party official or, candidate for political office, any employee of a public body, any employee of a state-owned or controlled entity, or their respective representatives or proxies.

    17. “Data” means data or information relating to:

    i. Boost Connect or any relevant third party;

    ii. operations, facilities, customers, personnel, assets, and programs (including personal information or Personal Data) of Boost Connect or any relevant third party; or

    iii. data or information, in any format whatever, generated, stored, processed, retrieved, printed or produced by you or on your behalf utilising such data or information referred to in (i) and/or (ii) above.

    18. “Force Majeure Event” means a circumstance beyond the reasonable control of either or both parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but shall not be limited to acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, embargoes, epidemics, material and adverse changes in the financial and economic situation in the place where such party (which is unable to observe or perform on time the said obligation) is located, as per its address specified in this Agreement, or strikes or other labour disputes.

    19. “Infringement Claim” means a Claim by any person that:

    i. any of the Systems, Materials or Boost Connect’s partners, and all Intellectual Property Rights made available by you in connection with this Agreement;

    ii. Boost Connect’s receipt of the Systems, Materials or Boost Connect’s partner and all Intellectual Property Rights made available by you in connection with this Agreement; or

    iii. Boost Connect’s or any of its personnel’s or sub-licensees’ possession of, or use of, or dealings with, in accordance with any rights granted under this Agreement, Systems, Materials or Boost Connect’s partner, and all Intellectual Property Rights made available by you in connection with this Agreement, infringes the Intellectual Property Rights of any third party.

    20. “Intellectual Property Rights” shall have the meaning as defined in the Intellectual Property Rights Policy.

    21. “Law” means all or any of the following as the context requires:

    i. any law, code, decree, statute, regulation, by-law, ordinance or subordinate legislation; and

    ii. any Authorisation, guidelines, policies, rules, code of practice, code of conduct and other requirements which is enforceable against a party (as applicable) or which is issued under an instrument referred to in (i) above.

    22. “Loss” means all damages, losses, liabilities, costs or expenses arising out of or in connection with:

    i. a right under this Agreement;

    ii. a cause of action in connection with this Agreement and/or the Services; or

    iii. any claims, actions or proceedings brought by any third party,
    in each case, including breach of contract, tort (including negligence) and any other available cause of action at Law.

    23. “Materials” means literary works or other works of authorship including design, technical, functional, operational or other specifications (including application programming interface and other interface specifications), architecture, standards, rules, regulations, policies, procedures, workflows, software, routines, codes, interfaces, job control and other logs, databases, compilations of data, program listings, software tools, methodologies, processes, scripts, user manuals, reference manuals, reports, plans, drawings and other written documentation and machine-readable text and files.

    24 “Merchant” means the party whose name, legal description and registered address are stated in Purchase Form (including its employees, representatives or agents identified and nominated by the Merchant and approved by Boost Connect):

    (a) that contracts with Boost Connect; and

    (b) who accept POS devices or cause its offices, outlets, locations and/or establishments wherever situated to accept the POS devices for use.

    25. “Personal Data” shall have the meaning as defined in the Personal Data Policy and any other personal data as defined in the Privacy Legislation.

    26. “Policies and Rules” refers to including but not limited to Boost Connect’s code of conduct, policies, specifications, processes, handbooks, instructions and requirements, including those that pertain to technical, functional or operational interface, inter-operability or integration; and relate to the integrity, security, interference, interruption, disturbance or disruption of the Services; as amended, supplemented and replaced from time to time by Boost Connect.

    27. “Privacy Legislation” means:

    i. the Malaysian Personal Data Protection Act 2010 and the relevant data protection act that applies to you; and

    ii. any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to above.

    28. “Relevant Parties” shall mean collectively referred, including but not limited to the Acquirer, Payment Scheme, E-Wallet Issuer and Pay Later Provider.

    29. “Security Measures” means the appropriate technical and organizational security measures to be taken by Boost Connect, taking into account the nature of processing of the Personal Data to protect the Personal Data against any Loss, misuse, modification, 18unauthorized or accidental access or disclosure, alteration or destruction, as set out in the Privacy Legislation.

    30. “Services” means the sale of POS devices to the Merchant or services in applicable Purchase Form, as the case may be, subscribed by you under the Agreement.

    31. “Purchase Form” means the relevant document which sets out the details of order and particulars of the Merchant, business information of the Merchant and legal terms specific to, each individual Service subscribed by you (if any).

    32. "Systems" means telecommunications and computer hardware and software and other applications, tools, programming, interfaces, coding, configurations, hardware, peripheral equipment, networks, communications and other systems, numbering, domain names or electronic addresses, facilities, architectures and other equipment or elements of whatever nature.

    33. “Taxes” means duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others.

    34. "Territory" means Malaysia and any other jurisdiction specified in this Agreement.

1. THE BASICS

   1.1 This Agreement is entered between Boost Connect Sdn Bhd (Company No. 201701045511 (1259684-W)), a company incorporated under the laws of Malaysia, having its registered address at Level 30, Axiata Tower, 9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia (hereinafter referred to as “Boost Connect”); and the Party named and described in the Purchase Form (hereinafter interchangeably referred to as the “Merchant” or “You”). Boost Connect and the Merchant are hereinafter collectively referred to as “Parties’’ or “We” and individually as “Party” as the context may require.

   1.2 Boost Connect has appointed ALP Capital Sdn Bhd (Registration No.: 201701027940 (1242106-T)) (“Alp Capital”) as the authorised vendor of Boost Connect to provide, manage, deploy and maintain the soundbox devices to Merchants who will be able to receive payment in respect of goods and/or services offered for sale in the Merchant’s outlets (“Services”).

   1.3 This General Terms and Conditions apply to the Services you acquire from Boost Connect.

   1.4The Merchant will complete the Purchase Form with particulars of Services subscribed.

   1.5 The Purchase Form and these General Terms and Conditions will collectively be referred to as “the Agreement”.

   1.6 If there is a conflict between the documents, the order of priority, highest first, is:

   (a) The Purchase Form; and

   (b) this General Terms and Conditions.

   In the event of any inconsistency between any provisions of this General Terms and Conditions and the Purchase Form, the Purchase Form shall prevail.

2. DEFINED TERMS

   Unless as defined herein, any captioned or capitalized terms shall have the meaning prescribed to them in the Boost Connect website (https://connect.myboost.co/legal-resources/), as amended from time to time.

3. THE SERVICES

   3.1 Boost Connect will provide you with all or any of the following services:

   (a) the offering of soundbox devices to you; and/or

   (b) the applicable software for the functionality of the soundbox devices.

   3.2 You shall only use the hardware at the applicable outlet declared to Boost Connect as stated in the Purchase Form. In the event there is any change to the venue of your business, you shall immediately notify Boost Connect on such change without undue delay.

   3.3 For the avoidance of doubt, you shall liaise with Alp Capital in its capacity as authorized vendor for the soundbox devices for all technical, delivery and maintenance related queries.

   3.4 Boost Connect reserves the right to reclaim the hardware from the Merchant if the Merchant terminates the Services before the end of two (2) years from the installation date.

   3.5 Boost Connect shall also be eligible to reclaim the hardware where the Merchant fails to make payment according to the payment terms for the subsequent renewal period.

   3.6 Boost Connect shall not have any claim on the hardware if the Merchant terminates the Agreement on or after two (2) years from the installation date provided that the Merchant has paid the Total Fee for all two (2) years.

   3.7 In the event of the hardware are damaged or not returned, replacement charges will be imposed on the Merchant as per the amount stipulated in the Purchase Form.

4. PARTIES’ OBLIGATIONS

   Boost Connect:

   4.1 Boost Connect will supply the relevant information, policies, standards, and terms and conditions (if any) from the relevant parties (hereinafter collectively referred to as “Relevant Parties”) to you after receiving such relevant information, policies, standards and terms and conditions from the Relevant Parties in relation to the Services. Boost Connect may from time to time provide updated or revised terms and conditions or rules and regulations to you within seven (7) Business Days upon being notified by the Relevant Parties pertaining to the Services throughout the Term of the Agreement and you shall ensure ongoing compliance to all the terms and conditions.
   Merchant:

   4.2 Where applicable, you must provide, operate, maintain and support, in good functioning condition, all your System and Materials required to interface with Boost Connect’s Systems and Materials in order for Boost Connect to provide the Services to you and/or you to provide the Services to your customers, as the case may be.

   4.3 You must act with all proper diligence and in good faith and in a manner, which is consistent with the Agreement.

   4.4 You agree to provide Boost Connect with all relevant information, documentation, systems and other resources reasonably required by Boost Connect to perform its obligations including but not limited to enabling the functionality of the soundbox devices under the Agreement.

   4.5 In relation to any Services provided in accordance with the Agreement, you:

   (a) must comply with the terms and conditions of the Relevant Parties which may be amended or updated from time to time, and you shall adopt and implement the necessary changes, updates, policies, terms and conditions including but not limited to your websites, platform, portal etc.;

   (b) must comply with Policies and Rules (as provided to you) to the extent that they are applicable to the receipt of the Services;

   (c) must promptly keep Boost Connect updated and in any event, not more than three (3) Business Days from the date of any changes, on the company and business information during the Term of the Agreement; and

   (d) must comply with all Applicable Laws including but not limited to Anti-Bribery and Anti-Corruption Laws, Anti-Money Laundering Laws, and Data Privacy Laws that are applicable to you.

5. MERCHANT’S COVENANTS & UNDERTAKING

   5.1 You must not resell the Services to a third party. Notwithstanding the foregoing, this Clause 5.1 does not in any way prevent you from making the Services consumed available to your Customers. 

   5.2 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Services provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services.

   5.3 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Services provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices.

   5.4 You must ensure that you do not engage in the prohibited business category and unlawful activities as published in the Boost Connect’s website and the transactions processed on your website, platform, system, portal through the Services is not suspicious or fraudulent

6. REPRESENTATIONS AND WARRANTIES

   6.1 You agree to ensure compliance with Applicable Laws in connection with the Agreement and the Services and you hereby warrant and represent that you have obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in relation to its respective obligations under the Agreement.

   6.2 You further warrant and represent that you have obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all necessary parties, in respect of the consumption of Services.

   6.3 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary approvals, and that the Agreement constitutes a legal, valid and binding obligation of that Party.

   6.4 Both Parties have not relied on any representation made by the other Party which has not been stated expressly in the Agreement. Except as specified in the clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.

7. PAYMENT

   Service Charges:

   7.1 You agree to pay the fees, charges and expenses based on the payment terms described in Purchase Form together with any other liabilities or expenses described in the Agreement.

   7.2 Each payment shall be based on the Purchase Form or invoice (as applicable) issued to you for any amount under the Agreement.

   7.3 Each Purchase Form or amount invoiced (as applicable) will be paid within term agreed in the applicable Purchase Form following the date of receipt of the invoice or the statement of amount (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement. You shall bear all bank transfer or finance charges as applicable.

   7.4 In the event of any dispute to any amounts payable in accordance with the Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for under Clause 19 of the Agreement. The rate card for Services is set out in the Purchase Form.

   7.5 If applicable, the rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Boost Connect to convert the transaction currency into the currency agreed in the Agreement, shall be the reference rate published by Oanda+ 5% mark up on the date of the payment.

   7.6 Boost Connect shall not be liable for any Loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the settlement currency stated in the Agreement at a particular time or at a more favourable rate of exchange than actually used.

   7.7 Any claim, loss, billing error, damage or expense arising out of or relating to this Agreement, which is not reported in writing to Boost Connect by you within seven (7) Business Days of such failure to perform, or in the event of a billing error, within fourteen (14) days of the date of the applicable invoice or statement, you hereby expressly waives any rights to any claim that is not brought within the time periods stated herein.
   Security Deposit (if applicable):

   7.8 You hereby agree to pay Boost Connect a security deposit (if any) as stated in the Purchase Form.

8. TAXES

   Withholding Tax:

   8.1 If any payment under the Agreement is subject to any applicable withholding taxes by the relevant authority under the Law in countries and jurisdiction which a party is operating, and such tax is required to be withheld from the payment to the other party, the party is entitled to deduct any taxes payable from the gross payment and remit the amount to the tax authorities on behalf of the other party.

   (a) The other party shall then make payment of the fees to the party, less the sum deducted for tax in accordance with the terms and conditions of the Agreement.

   (b) If the party is entitled to a preferential tax rate, the party may then furnish to the other party evidence of its tax residency status by way of letter or certificate issued by the relevant tax authority confirming the party’s tax residence status prior to the other party making its first payment to the party under the Agreement.

   (c) A party shall furnish to the other party all applicable tax receipts within one (1) month from the date of payment.
   Taxes may be levied in addition to any payment for the Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.
   Service Tax:

   8.2 Where any service tax, goods, and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement imposed by the relevant Malaysian authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each statement of account or invoice (as applicable), provided that Boost Connect has complied with the following:

   (a) Boost Connect is duly licensed by the relevant Malaysian authorities to collect such service tax or goods and services tax, or tax of similar nature;

   (b) the appropriate service tax or goods and services tax or tax of similar nature for each statement of account or invoice (as applicable) is included under the relevant statement of account or invoice (as applicable) at the time of the issuance of the statement of account or invoice (as applicable); and

   (c) all statement of account or invoices (as applicable) provided by Boost Connect to you comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the Malaysian authorities.

   8.4 If Boost Connect is required to pay any Taxes to any relevant third party in connection with the Agreement, Boost Connect may pass through such Taxes which may be levied in addition to any payment for the Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

   8.5 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

9. INDEMNITY & LIMITATION OF LIABILITY

   9.1 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect in connection with:

   (a) your provision or consumption of the Services (as the case may be) or any act or omission by you relating thereto, including in connection with third-party claims (as the case may be);

   (b) breach of any part of the Agreement by you, or violation or your failure to comply with our privacy and data protection obligations or confidentiality obligations or Applicable Laws by you;(c)
   or arising from any act or omission by you which results in Boost Connect breaching its agreements with other third-party contractors relevant to the Services; or

   (d) a dispute between you and any end-users; and/or

   (e) an Infringement Claim;

   (f) any act, neglect or default of you or your agents, representatives, employees, licensees or Customers; and/ or

   (g) any event of fraudulent and illegal transaction committed by you or your agents, representatives, employees, licensees or Customers.

   9.2 You shall undertake to perform the necessary action to restore Boost Connect to its original position including but not limited to financial position in the event of any breach committed by you where the indemnity provisions in this Agreement may not be sufficient to compensate Boost Connect as a result of any such breach.

   9.3 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect, arising from any claim that the intellectual property owned by you infringes any Intellectual Property Rights of a third-party.

   9.4 You hereby agree to hold Boost Connect harmless against any claims or penalties that may be imposed on Boost Connect by reason of your failure to comply with your obligations under the tax Law of your jurisdiction.

   9.5 Boost Connect’s entire liability to you for all Claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise including but not limited to Force Majeure Event, unavailability or malfunction of Services) will be limited to an amount not exceeding the Total Fee for Services.

   9.6 In no event shall Boost Connect be liable to you under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages even if Boost Connect have been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.

   9.7 The Services is operated by a third-party provider. Notwithstanding anything to the contrary in the Agreement, Boost Connect excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement and/or the Services, that are caused directly or indirectly by any act or omission by the third party provider or any default, error, unavailability or failure of the third party services.

   9.8 Any claims by you in relation to the Agreement shall be made against Boost Connect and not to any third-party.

   9.9 Boost Connect shall ensure availability or delivery of the Services on a best-efforts basis during any periods of maintenance, upgrades or Force Majeure Event. In the event of any period of maintenance, upgrades or Force Majeure Event, Boost Connect may provide you with prior notice in advance.

   9.10 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:

   (a) a Party's liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;

   (b) a Party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’;

   (c) any obligation by you to indemnify any person under the Agreement;

   (d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with Applicable Laws or Authorisation or any act or omission by you putting Boost Connect in breach of Applicable Laws or Authorisation;

   (e) a Party's liability for that Party's fraud;

   (f) a Party's liability for death or personal injury caused by that Party; or

   (g) any liability that cannot be excluded under mandatory Applicable Laws.

10.  KEEPING THINGS CONFIDENTIAL

    10.1 Confidentiality:

    (a) We will both keep all Confidential Information confidential.

    (b) We will both take adequate, reasonable and appropriate steps to notify our employees and the third-parties of their obligations to comply with the Agreement.

    (c) We both agree that either Party may disclose the applicable data in relation to this Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that Party to perform its obligations or exercise its rights under the Agreement.

11. RECORDS AND REPORTING

    11.1 You must keep clear, understandable, accurate, complete and up to date records and supporting information for all transactions relating to the Services consumed for up to seven (7) years. You must:

    (a) make such transaction records and information available, as reasonably required by Boost Connect for inspection, verification and audit purposes promptly upon request; and

    (b) provide such other reports as set out in the Agreement, and as otherwise reasonably required by Boost Connect from time to time relating to the transactions, promptly upon request.

12. TERM AND RIGHT OF TERMINATION

    12.1 Term of the Services shall be effective for two (2) years from the date of execution of the Purchase Form (“Minimum Period”) unless terminated in accordance with this Clause 12.1. A Party (“Terminating Party”) may terminate any one or more of the Services immediately by providing written notice to the other Party to that effect if:

    (a) that other Party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are co mmenced by or against that other party under insolvency Law;

    (b) proceedings for the appointment of a custodian, receiver, receiver manager or any other official with similar powers for that other Party are commenced; or

    (c) that the other Party ceases to carry on business;

    (d) due to de-registration or failure to obtain a valid license to provide the Services;

    (e) has not performed any material covenant; or

    (f) has breached any material term of the Agreement,

    (g) and such failure to perform or breach is:

    i. incapable of cure; or

    ii. capable of cure, but the other Party fails to cure the failure to perform or breach within thirty (30) days from receipt of notice by the non-defaulting Party (or such additional cure period as the non-defaulting Party may authorize).

    12.2 Boost Connect may suspend, and/or terminate your consumption of one or more of the Services by written notice to you at any time:

    (a) if you are in breach of the Agreement (including any failure to pay the outstanding amount or invoice (as applicable) by the due date, or Boost Connect reasonably suspects a breach of the Agreement or misuse of the Services;

    (b) in the event the Services can no longer be provided by Boost Connect or is no longer practical or feasible;

    (c) in circumstances where there is a third-party intellectual property claim against you, Boost Connect or any third-party that is relevant to the Services or any rights or obligations under the Agreement;

    (d) where suspension or termination is required in order for Boost Connect to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Services; or

    (e) if Boost Connect’s third party provider, for any reason, suspends the provision of the third party services or otherwise ceases to provide (temporarily or otherwise) the third party services;

    (f) if Boost Connect is required by the Relevant Parties or Authority, for any reason, to suspends or cease from providing the Services (temporarily or otherwise) to you.

    12.3 Notwithstanding any other provisions in this Agreement, in the event Boost Connect suspects any misuse of the Service, Boost Connect may, in its sole and absolute discretion, suspend and/or terminate the Service with or without notice (or may be communicated orally or via email) and if applicable and subject to Clause 23.5, shall be entitled to withhold any amount payable to you which Boost Connect suspects arises from any misuse of the Service. For the avoidance of doubt, in the event this Agreement is terminated prior to completion of the Minimum Period, Boost Connect reserves the right to charge the Merchant for any outstanding amounts due and payable to Boost Connect accruing from the effective date of termination until completion of the Minimum Period.

    12.4 Only if Boost Connect is unable to resume provision or consumption of the affected Services, then Boost Connect may terminate any or more of the affected Services upon a written notice to you. Neither Party shall have any claims against each other arising from termination pursuant to Clause 12.4.

    12.5 Boost Connect may terminate any one or more of the Services upon thirty (30) days notice to you without assigning any reason whatsoever and in the event the Merchant is a corporate body, a Change in Control occurs. Such Merchants shall promptly notify Boost Connect in the event of any Change in Control of your organization occurs.

    12.6 If a delay or failure by a Party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other Party may immediately terminate any one or more the Services by providing written notice to the other Party.

    12.7 Return or destruction of Confidential Information:

    12.7.1 You must as soon as practicable on expiry or termination of the Agreement or any part of the Agreement:

    (i) return to Boost Connect or (if upon request of Boost Connect) destroy;

    (ii) certify in writing to Boost Connect the destruction of; and/or

    (iii) permit an employee of Boost Connect to witness the destruction of,
    all Confidential Information belong to Boost Connect, including but not limited to the Materials, Data and/or information containing or comprising Intellectual Property Rights owned by Boost Connect or licensed to you used under or in connection with the expired or terminated Agreement. You are allowed to keep one copy of any notes and other records of the Confidential Information that you are required by Law to retain.

    12.8 For the avoidance of doubt, the obligations of confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

    12.9 Survival of clauses:

    12.9.1 The following shall survive the termination or expiry of the Agreement or any part of the Agreement:

    (i) the relevant parts of the Agreement in Clause 2 (Defined Terms), 9 (Indemnity & Limitation Of Liability), 10 (Keeping Things Confidential), 12 (Term and Termination), Clauses 13 (Data Protection), 14 (Intellectual
    Property Rights), 17 (Publicity), 18 (Transferring To Another Parties), 19 (Entire Agreement), 20 (Choice of
    Law), 19 (Settling Disputes), 20 (Notices), and 23 (General) ; and

    (ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

    12.9.2 Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13. DATA PROTECTION

    13.1 You shall undertake to Boost Connect that you shall at all times maintain and comply with Personal Data Protection Policy in regard to the Personal Data as published in the Boost Connect’s website and with the applicable regulations on data security and data protection as well as establish controls which include process and procedures as well as IT security controls that are commonly accepted as effective by industry practice in protecting customer data and information. You shall ensure to Boost Connect that all of your third-party service providers engaged by you whom access, store, transmit and process customer data comply with this Clause 13.1.

    13.2 You hereby represents and warrants that:

    (a) you have complied in all materials with respect to the Personal Data Protection Act (“PDPA 2010”);

    (b) you have not received any notice (including, without limitation, any enforcement notice, de-registration notice or transfer prohibition notice), letter, complaint or allegation from the Personal Data Protection Commissioner of Malaysia, alleging any breach or non-compliance by it of the PDPA 2010 or prohibiting the transfer of data to a place outside Malaysia;

    (c) you have not received any claim for compensation from any person in respect of its business under PDPA 2010 and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data in the past three (3) years and there is no outstanding order against you in respect of the rectification of erasure of data; and

    (d) no warrant has been issued, authorizing the Personal Data Protection Commissioner of Malaysia (or any of its officers, employees or agents) to enter any of your possession for the purpose of, inter alia, searching them or seizing any documents or other material found there.

14. INTELLECTUAL PROPERTY RIGHTS (“IPR”)

    14.1 You shall at all times comply with the Intellectual Property Rights Policy in regard to the IPR as published in the Boost Connect’s website.

    14.2 You shall display the “Boost Connect” logo and any other relevant logos, trademarks, brand names, brand, (collectively referred as "Marks") on your website, portal, platform, or checkout page subjected to the relevant marketing and promotional guidelines as provided or informed to you by Boost Connect. You shall cease to use or display such Marks in any way (including, without limitation, in promotional materials and transaction related papers or forms) immediately upon notice from Boost Connect or upon termination of this Agreement. You shall not use any promotional materials which include any reference to Boost Connect and its Marks without its prior written consent. All goodwill resulting from any use of a Party's name, brand, logo, trade mark, trade name, business name, product name or other mark shall accrue only to that Party.

15. PUBLICITY

    Each Party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other Party and the relevant third party’s contractors, except that the other Party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving Party or its related companies are bound.

16. TRANSFERRING TO ANOTHER PARTY

    16.1 You shall not assign or novate the Agreement without the prior written consent of Boost Connect. Boost Connect may from time to time assign or novate the Agreement, in whole or in part, to any entity within Boost Connect Group of Companies by giving notice to you.

    16.2 If a Party subcontract any of its obligations under the Agreement, then that Party will remain fully responsible and liable for the performance of its obligations.

17. ENTIRE AGREEMENT

    The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

18. CHOICE OF LAW

    The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with the Agreement and/or our relationship, including non-contractual ones (“Dispute”).

19. SETTLING DISPUTES

    19.1 Both Parties shall in good faith employ reasonable endeavours to settle any Dispute.

    19.2 In the event of any Dispute, each Party may be required to provide relevant information evidencing any amounts claimed in accordance with the Agreement. In the event the Dispute is not settled within thirty (30) days from the date of any written notice provided by one Party to the other, Parties hereby agree to accept the jurisdiction of the courts of Malaysia to settle the Dispute.

20. NOTICES

    20.1 Any notice, invoice, statement of account, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

    (a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

    (b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or

    (c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system,
    to the other Party at the address or email address set out in the Agreement, as may be updated from time to time by the other Party.

    20.2 For the purpose of clarity under this Agreement, Parties shall comply with the notice period provided under the following clauses, including but not limited to:

    (a) Clause 4: Parties’ Obligations

    (b) Clause 9: Indemnity and Limitation of Liability

    (c) Clause 12: Term and Right of Termination

    (d) Clause 19: Settling Disputes

    (e) Clause 22: Anti-Bribery and Anti-Corruption Undertakings

21. UNFORSEEABLE EVENTS

    21.1 Boost Connect shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:

    (a) the Merchant, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;

    (b) the Merchant failing, neglecting or omitting in performing its obligations under the Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or

    (c) the occurrence of a Force Majeure Event,
    which has a material impact on the performance of the relevant obligations of Boost Connect.

    21.2 If such an event occurs, Boost Connect must:

    (a) notify the Merchant of the delay, interruption or failure;

    (b) identify the specific nature of the delay, interruption or failure; and

    (c) provide the Merchant with the reasonable instructions in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure).

22. ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

    22.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

    22.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

    22.3 You shall not, under any circumstances and whether directly or through a third party:

    (a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:

    1) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

    2) to or from any family member of such director, employee or representative; or

    3) to or from any other third party;
    as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    4) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.3 (a) above.

    22.4 You hereby represents and warrants that:

    (1) you have not, under any circumstances and whether directly or through a third party:

    (a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

    (b) to or from any family members of such director, employee or representative; or

    (c) to or from any other third party;
    as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    (d) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.4(1)(a) above;

    (1A)

    (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

    (ii) you have not, under any circumstances and whether directly or through a third party:

    (a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

    i. to or from any Politically Exposed Person; or

    ii. to or from any family members of such Politically Exposed Person
    as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

    (b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.4(1)(a) above;

    (2) at any point in time, you, the directors, controllers, agents or persons who are concerned in the management of your affairs, and entities within your control (individually or collectively “Subject Person”) has never been charged or been the subject of investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to any of the matters described in Clause 22.4(1)(a) or 22.4(1)(b);

    (3) the Declaration made by you is true, accurate and complete in all material respects; and

    (4) you have and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

    22.5 If you:

    (a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

    (b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws (“Regulatory Deficiencies”),
    You shall notify Boost Connect in writing of this fact as soon as possible and in any event within seven (7) days.

    (c) You shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory Deficiencies and share these plans with Boost Connect. Boost Connect shall have the right to review any and all such responses and remedial actions, and you shall, and shall procure that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that Boost Connect may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable satisfaction of Boost Connect.

    (d) You shall:

    (a) conduct its businesses and affairs in an ethical, responsible, and accountable manner; and

    (b) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

    You shall, and shall ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

    (e) You undertake to Boost Connect that in performing your obligations under this Agreement, you shall conduct yourself in a manner consistent with Axiata’s Supplier Code of Conduct located at https://www.axiata.com/our-business/suppliers , which website/webpage may be updated from time to time.

    (f) You shall immediately report to Boost Connect if there is any director, employee, representative, agent or sub-contractor of any Axiata Group members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable evidence to Axiata’s speak up channels which can be accessed through:

    • Website: https://axiatagroup.integrityline.com
    which may be updated from time to time.

    Audit, Inspection and Access:

    22.6 Upon Boost Connect’s written request, you shall allow Boost Connect (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

    a. any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

    b. whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

    c. whether you are complying with this Agreement.

    The audit, inspection and access by Boost Connect (or its representative or nominee) referred to in this Clause 22.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Boost Connect to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.
    The audit, inspection and access by any Authority referred to in this Clause 22.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.

    1. You shall, at your own cost, provide Boost Connect (or its representative or nominee) or such Authority all reasonable assistance requested by Boost Connect (or its representative or nominee) or such Authority in connection with an inspection or audit including but not limited to facilities, resources, equipment and soft and hard data. You shall ensure that your directors, employees, representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation. Boost Connect, its representative or nominee and such Authority shall be entitled to make and retain copies of records and supporting documentation.

    2. You shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting documents for,:

    a. compliance with all Applicable Laws relating to the supply or performance of the Services and/or all Applicable Laws relating to anti-bribery, anti-corruption and/or anti-kickbacks;

    b. the resources used by you in performing your obligations under the Agreement;

    c. the unit amounts invoiced to Boost Connect under the Agreement;

    d. expenditure, transactions or disbursement concerning the fees relating to the Services and all dealings and transactions in relation to its business and activities;

    e. practices, procedures, systems and general controls relating to the Services under the Agreement (including security);

    f. procurement and supply chain practices and activities of you in relation to this Agreement;

    g. any Authority’s requests in relation to this Agreement; and

    h. any other reasonable purpose as determined by Boost Connect from time to time.

    3. All such records and supporting documents shall be maintained by you in accordance with the generally accepted accounting methodology. You shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of transaction, subject to applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

    4. Boost Connect shall bear its own costs and expenses of the audit carried out by Boost Connect (or its representative or nominee) under this Clause 22.6 (Audit, Inspection and Access) unless you fail to perform any of its obligations in accordance with the Agreement or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the Services in which case you shall then bear the costs and expenses associated with the audit. You shall bear your own costs and expenses of any audit carried out by any Authority under this Clause 22.6 (Audit, Inspection and Access).

    5. This Clause 22.6 shall survive the expiry or termination of this Agreement.

    (A) Nothing in Clause 22.6 shall require you to disclose any information to Boost Connect (or its representative or nominee) if such disclosure would violate any Applicable Laws; and

    (B) if you fail to provide such access or such information in reliance on Clause (A) above, you shall:

    (1) promptly (and in any event within three (3) days) provide a written notice to Boost Connect stating that you are withholding such access or such information and stating the detailed justification thereof; and

    (2) use best endeavors to provide such access or information in a way that would not violate such law.

    22.7 You shall on demand defend and indemnify Boost Connect, other members of Axiata Group and their respective directors, employees, representatives and agents (collectively “Indemnified Persons”) against all claims, demands, actions, proceedings, costs, expenses, losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement. In the course of defending any claims, demands, actions or proceedings against any Indemnified Person, you shall not make any settlement, compromise, admission or waiver of any defences available in respect of any such claims, demands, actions or proceedings.

    22.8 This Clause 22.7 shall survive the expiry of termination of this Agreement.

    22.9 Boost Connect may terminate this Agreement by giving written notice to you (“Notice”):

    a) with immediate effect, if you commit any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement or Boost Connect has reasonable belief that this may occur;

    b) with immediate effect, if Boost Connect receives a notice from you pursuant to Clause 22.5 or Clause 22.11 or Boost Connect has reasonable belief that this may occur;

    c) with effect from fourteen (14) days after the date of the Notice, if there is a change of Control occurs in respect of you;

    d) with effect from fourteen (14) days after the date of the Notice, if there is a merger in respect of you or any of its assets or businesses;

    e) with immediate effect, if the Declaration is found by Boost Connect to be false, incomplete or misleading.

    22.10 If:

    a. Boost Connect receives a notice from you pursuant to Clause 22.5; or

    b. Boost Connect has reasonable cause to suspect or believe that you have committed any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement, Boost Connect may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement, in whole or part, by itself, through a third party or a combination of itself and the third party. All costs and expense incurred by Boost Connect under this Clause 22.10 shall be borne in full by you.

    c. In the event that Boost Connect elects to exercise its rights under Clause 22.10, you shall within seven (7) days provide:

    i. Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of you; and

    ii. Access to all premises in relation to which the Services are provided, at no charge to Boost Connect. Without prejudice to any rights and remedies you may have, you shall not be entitled to receive or invoice the fees/charges related to such Services provided or performed by Boost Connect, its personnel or any third party appointed by Boost Connect. All costs and expenses incurred by you in providing the facilities, systems, materials, intellectual property rights and assistance to Boost Connect for such step in pursuant to this Clause 22.10 shall be borne by you.

    22.11 You shall declare to Boost Connect all work or relationships that may give rise to conflicts of interest between yourself and Boost Connect and other members of Axiata Group which will materially affect directly or indirectly your ability to supply or perform the Services.

    22.12 Subject to any restrictions imposed by law or confidentiality obligations, you shall declare the existence of any pending or ongoing litigation against you which will materially affect your ability to supply or perform the Services under this Agreement.

    22.13 You shall not allow any third party to carry out any part of the obligations under this Agreement without Boost Connect’s prior written consent. Notwithstanding the appointment of such third party, you shall remain fully liable to Boost Connect for the supply and performance of the Services and shall be fully responsible for the acts, omissions, defaults and neglects of such third party.

23. GENERAL

    23.1 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

    23.2 Survival of the Agreement: The Agreement is to be binding upon the parties and their respective permitted legal assigns and successors-in title. The obligations created by this Agreement shall continue to be valid and binding notwithstanding any change by amalgamation, reconstruction or otherwise (including but not limited to change of name) which may be made in the constitution of either Party to this Agreement.

    23.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing.

    23.4 Relationship of the Parties: The relationship of the Parties shall be as per the terms set out in the Agreement.

    23.5 Set-off: Boost Connect reserves the right to offset any outstanding amounts due and payable by you to Boost Connect against any amounts payable to you by Boost Connect or Boost Connect Group of Companies.

    23.6 Costs: each Party shall bear its own costs and expenses in connection with the Agreement.

    23.7 Amendments to the Agreement: Save and except for the Addendum(s) herein, any changes shall be in writing and executed by both Parties.

    23.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Boost Connect in connection with the Agreement.

24. LIST OF APPENDICES

    The following appendices can be accessed at https://connect.myboost.co/legal-resources/

    1. Personal Data Protection Policy;

    2. Intellectual Property Rights Policy;

    3. Defined Terms; and

    4. List of Prohibited Category (Appendix B) can be accessed at https://myboost.co/business/general-terms-condition.

    DEFINED TERMS (SOUNDBOX)

    1. “Anti-Bribery Laws” means all Applicable Laws relating to anti-bribery, anti-corruption or anti-kickbacks, which may include, the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign Corrupt Practice Act of 1977, the United Kingdom Bribery Act of 2010 and any other Applicable Laws in any jurisdiction.

    2. “Anti-Money Laundering Laws” means all Applicable Laws relating to anti-money laundering or combating financing of terrorism, which may include the Malaysian Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and any other Applicable Laws in any jurisdiction.

    3. “Applicable Laws” means with respect to any person or thing, any supranational, national, state, provincial, municipal or local law, common law, regulation, directive, guideline, constitution, act of parliament, ordinance, treaty, convention, by-law, circular, guidance, notice, codes, rule (including the rules of any applicable stock exchange), order, injunction, judgment, decree, arbitral award, ruling, finding or other similar requirement enacted, adopted, promulgated or applied by an Authority, including any amendments, re-enactment or replacement of it, that has the force of law with respect to such person or thing in any relevant jurisdiction.

    4. “Authorisation” means any approval, consent, exemption, filing, licence, notarisation, permit, permission, registration, clearance, authorisation or waiver however described as required by Law, and any renewal or variation of any of them.

    5. “Authority” includes any supranational, national, state, municipal or local government, governmental, semi-governmental, intergovernmental, regulatory, judicial or quasi-judicial body, agency, department, entity or authority, stock exchange or self-regulatory organisation established under statute and shall include persons exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

    6. “Axiata Group” means Axiata Group Berhad and its subsidiaries.

    7. “Boost Connect Group of Companies” means Boost Connect Sdn Bhd (Formerly known as Apigate Sdn Bhd) and its subsidiaries, associates and affiliates (including future subsidiaries, associates and affiliates).

    8. “Business Day” means:

    i. if a place is not specified, any day, excluding weekends and public holidays in Kuala Lumpur, Malaysia and/or such place where the applicable Boost Connect entity is located.

    ii. if a place is specified, any day, excluding weekends and public holidays in the specified place; or

    9. “Change in Control” means a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of securities, by contract, or otherwise.

    10. “Confidential Information” means confidential information of a party which relates to the subject matter of this Agreement and includes confidential information relating to the customers, personnel, policies or business strategies of that party and any company within that party’s group of companies, and the terms or conditions upon which the Services are consumed pursuant to this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the receiving party already knew, that becomes public through no fault of the receiving party, that was independently developed by the receiving party, that was rightfully given to the receiving party by another party, that was required to be disclosed by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

    11. “Claim” means any claim, demand or proceeding arising out of any cause of action (including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action).

    12. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise;

    13. “Customer” means any person making purchase of your goods, products or services;

    14. “Declaration” means the declaration required to be signed or agreed whether in written or electronic form by you prior to the entry into this Agreement;

    15. “gratification” and “financial or other advantage” includes facilitation payments, asset, benefit, loan, employment, agreement to render services, release, discharge of any liability, money, forbearance to demand money, forbearance from exercising any right or power, obtaining favourable treatment or improper commercial advantage, gifts, entertainment, favours, services or benefits, commission, valuable consideration of any kind and any service or favour and “gift” is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.

    16. “Politically Exposed Persons” includes any government official, any official of government departments, agencies or instrumentalities, any official or employee of public international organisations, political party official or, candidate for political office, any employee of a public body, any employee of a state-owned or controlled entity, or their respective representatives or proxies.

    17. “Data” means data or information relating to:

    i. Boost Connect or any relevant third party;

    ii. operations, facilities, customers, personnel, assets, and programs (including personal information or Personal Data) of Boost Connect or any relevant third party; or

    iii. data or information, in any format whatever, generated, stored, processed, retrieved, printed or produced by you or on your behalf utilising such data or information referred to in (i) and/or (ii) above.

    18. “Force Majeure Event” means a circumstance beyond the reasonable control of either or both parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but shall not be limited to acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, embargoes, epidemics, material and adverse
    changes in the financial and economic situation
    in the place where such party (which is unable to observe or perform on time the said obligation) is located, as per its address specified in this Agreement, or strikes or other labour disputes.

    19. “Infringement Claim” means a Claim by any person that:

    i. any of the Systems, Materials or Boost Connect’s partners, and all Intellectual Property Rights made available by you in connection with this Agreement;

    ii. Boost Connect’s receipt of the Systems, Materials or Boost Connect’s partner and all Intellectual Property Rights made available by you in connection with this Agreement; or

    iii. Boost Connect’s or any of its personnel’s or sub-licensees’ possession of, or use of, or dealings with, in accordance with any rights granted under this Agreement, Systems, Materials or Boost Connect’s partner, and all Intellectual Property Rights made available by you in connection with this Agreement, infringes the Intellectual Property Rights of any third party.

    20. “Intellectual Property Rights” shall have the meaning as defined in the Intellectual Property Rights Policy.

    21. “Law” means all or any of the following as the context requires:

    i. any law, code, decree, statute, regulation, by-law, ordinance or subordinate legislation; and

    ii. any Authorisation, guidelines, policies, rules, code of practice, code of conduct and other requirements which is enforceable against a party (as applicable) or which is issued under an instrument referred to in (i) above.

    22. “Loss” means all damages, losses, liabilities, costs or expenses arising out of or in connection with:

    i. a right under this Agreement;

    ii. a cause of action in connection with this Agreement and/or the Services; or

    iii. any claims, actions or proceedings brought by any third party,

    in each case, including breach of contract, tort (including negligence) and any other available cause of action at Law.

    23. “Materials” means literary works or other works of authorship including design, technical, functional, operational or other specifications (including application programming interface and other interface specifications), architecture, standards, rules, regulations, policies, procedures, workflows, software, routines, codes, interfaces, job control and other logs, databases, compilations of data, program listings, software tools, methodologies, processes, scripts, user manuals, reference manuals, reports, plans, drawings and other written documentation and machine-readable text and files.

    24. “Merchant” means the party whose name, legal description and registered address are stated in Purchase Form (including its employees, representatives or agents identified and nominated by the Merchant and approved by Boost Connect):

    (a) that contracts with Boost Connect; and

    (b) who accept soundbox devices or cause its offices, outlets, locations and/or establishments wherever situated to accept the soundbox devices for use.

    25. “Personal Data” shall have the meaning as defined in the Personal Data Policy and any other personal data as defined in the Privacy Legislation.

    26. “Policies and Rules” refers to including but not limited to Boost Connect’s code of conduct, policies, specifications, processes, handbooks, instructions and requirements, including those that pertain to technical, functional or operational interface, inter-operability or integration; and relate to the integrity, security, interference, interruption, disturbance or disruption of the Services; as amended, supplemented and replaced from time to time by Boost Connect.

    27. “Privacy Legislation” means:

    i. the Malaysian Personal Data Protection Act 2010 and the

    relevant data protection act that

    applies to you; and

    ii. any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to above.

    28. “Relevant Parties” shall mean collectively referred, including but not limited to the Acquirer, Payment Scheme, E-Wallet Issuer and Pay Later Provider.

    29. “Security Measures” means the appropriate technical and organizational security measures to be taken by Boost Connect, taking into account the nature of processing of the Personal Data to protect the Personal Data against any Loss, misuse, modification, 18unauthorized or accidental access or disclosure, alteration or destruction, as set out in the Privacy Legislation.

    30. “Services” means the sale of soundbox devices to the Merchant or services in applicable Purchase Form, as the case may be, subscribed by you under the Agreement.

    31. “Purchase Form” means the relevant document which sets out the details of order and particulars of the Merchant, business information of the Merchant and legal terms specific to, each individual Service subscribed by you (if any).

    32. "Systems" means telecommunications and computer hardware and software and other applications, tools, programming, interfaces, coding, configurations, hardware, peripheral equipment, networks, communications and other systems, numbering, domain names or electronic addresses, facilities, architectures and other equipment or elements of whatever nature.

    33. “Taxes” means duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others.

    34. "Territory" means Malaysia and any other jurisdiction specified in this Agreement.
     

1. BASIC TERMS 

1.1 This Agreement is entered between Boost Connect Sdn Bhd (Company No. 201701045511 (1259684-W)), a company incorporated under the laws of Malaysia, having its registered address at Level 26, Axiata Tower, 9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia (“Boost Connect”); and the Party named and described in the Purchase Form (hereinafter interchangeably referred to as the “Merchant” or “You”).

Boost Connect and the Merchant are hereinafter collectively referred to as “Parties’’ or “We” and individually as “Party” as the context may require.

1.2 Boost Connect has appointed Cardbiz Payment Services Sdn Bhd (Company No. 201001003874 (888463-X)) (“Cardbiz”) as the authorised vendor of Boost Connect to provide, manage, deploy and maintain the soundbox devices to Merchants who will be able to receive payment through various payment mode(s) in respect of goods and/or services offered for sale in the Merchant’s outlets (“Services”).

1.3 This General Terms and Conditions apply to the Services you acquire from Boost Connect.

1.4 The Merchant will complete the applicable Web Form or Microsoft Form (“Purchase Form”) with particulars of Services subscribed.

1.5 The Purchase Form, and these General Terms and Conditions will collectively be referred to as “the Agreement”.

1.6 If there is a conflict between the documents, the order of priority, highest first, is:

(a) the Purchase Form; and
(b) this General Terms and Conditions.

In the event of any inconsistency between any provisions of this General Terms and Conditions and the Purchase Form, the Purchase Form shall prevail.

2. DEFINED TERMS

Unless as defined herein, any captioned or capitalized terms shall have the meaning prescribed to them in the Boost Connect website (https://connect.myboost.co/legal-resources/), as amended from time to time.

3. THE SERVICES

3.1 Boost Connect will provide Boost terminal devices, the relevant software, hardware and equipment (“Devices”) to you in accordance to the prescriptions stated in this General Terms and Conditions.

3.2 PACKAGES 

3.2.1 You may subscribe to any of the following packages, as stated in the Purchase Form. 

3.3 PURCHASE FORM

3.3.1 You shall only use the Devices at the applicable outlet declared to Boost Connect as stated in the Business Registered Outlet with Boost. In the event there is any change to the location of your business, you shall immediately notify Boost Connect of such change without undue delay.

3.3.2 In the event of the hardware are damaged or not returned, the replacement charges will be imposed on the Merchant as per the amount stipulated in the Purchase Form (if applicable).

4. PARTIES’ OBLIGATIONS

Boost Connect:

4.1 Boost Connect will supply the relevant information, policies, standards, and terms and conditions (if any) from the relevant parties (hereinafter collectively referred to as “Relevant Parties”) to you after receiving such relevant information, policies, standards and terms and conditions from the Relevant Parties in relation to the Services. Boost Connect may from time to time provide updated or revised Terms and Conditions or rules and regulations to reflect changes in our services, legal requirements, or business practices. Any changes will be effective upon its publication on any of Boost Connect’s communication channels such as Boost Connect’s official website, EDM (“Electronic Direct Mail”), and other channels as stated by Boost Connect, unless stated otherwise. You are responsible to review the latest version of the Terms and Conditions regularly. If you continue to use the Devices and/or any Boost Connect’s services, you are deemed to have understood read the latest Terms and Conditions. 

Merchant:

4.2 Where applicable, you must provide, operate, maintain and support, in good functioning condition, all your System and Materials required to interface with Boost Connect’s Systems and Materials in order for Boost Connect to provide the Services to you and/or you to provide the Services to your customers, as the case may be.

4.3 You must act with all proper diligence and in good faith and in a manner, which is consistent with the Agreement.

4.4 You agree to provide Boost Connect with all relevant information, documentation, systems and other resources reasonably required by Boost Connect to perform its obligations including but not limited to enabling the functionality and/or card acceptance of the Devices under the Agreement.

4.5 In relation to any Services provided in accordance with the Agreement, you:

(a) must comply with the terms and conditions of the Relevant Parties which may be amended or updated from time to time, and you shall adopt and implement the necessary changes, updates, policies, terms and conditions including but not limited to your websites, platform, portal etc.;

(b) must comply with the guidelines and user policies (as provided to you by Cardbiz and Boost Connect) to the extent that they are applicable to the receipt of the Services;

(c) must promptly keep Boost Connect updated and in any event, not more than three (3) Business Days from the date of any changes, on the company and business information during the Term of the Agreement; and

(d) must comply with all Applicable Laws including but not limited to Anti-Bribery and Anti-Corruption Laws, Anti-Money Laundering Laws, and Data Privacy Laws that are applicable to you.

5. MERCHANT’S COVENANTS & UNDERTAKING

5.1 You must not resell the Services to a third party. Notwithstanding the foregoing, this Clause 5.1 does not in any way prevent you from making the Services consumed available to your Customers.

5.2 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Services, hardware and any equipment that are provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services.

5.3 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Services provided in whole or in part by or on behalf of Boost Connect or any third party in connection with any of the Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices. 

5.4 You must ensure that you do not engage in the prohibited business category and unlawful activities as published in the Boost Connect’s website and the transactions processed on your website, platform, system, portal through the Services is not suspicious or fraudulent.

5.5 You must ensure that you do not violate any of the guidelines and user Policies and Rules (as provided to you by Cardbiz and Boost Connect).

6. REPRESENTATIONS AND WARRANTIES

6.1 You agree to ensure compliance with Applicable Laws in connection with the Agreement and the Services and you hereby warrant and represent that you have obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in relation to its respective obligations under the Agreement.

6.2 You further warrant and represent that you have obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all necessary parties, in respect of the consumption of Services.

6.3 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary approvals, and that the Agreement constitutes a legal, valid and binding obligation of that Party.

6.4 Both Parties have not relied on any representation made by the other Party which has not been stated expressly in the Agreement. Except as specified in the clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.

7. PAYMENT

Service Charges:

7.1 You agree to pay the fees, charges and expenses based on the payment terms described in Purchase Form together with any other liabilities or expenses described in the Agreement.

7.2 Each payment shall be based on the Purchase Form or invoice (as applicable) issued to you for any amount under the Agreement.

7.3 Each Purchase Form or amount invoiced (as applicable) will be paid within term agreed in the applicable Purchase Form following the date of receipt of the invoice or the statement of amount (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement. You shall bear all bank transfer or finance charges as applicable.

7.4 In the event of any dispute to any amounts payable in accordance with the Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for under Clause 19 of the Agreement. The rate card for Services is set out in the Purchase Form. 

7.5 If applicable, the rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Boost Connect to convert the transaction currency into the currency agreed in the Agreement, shall be the reference rate published by Oanda+ 5% mark up on the date of the payment. 

7.6 Boost Connect shall not be liable for any Loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the settlement currency stated in the Agreement at a particular time or at a more favourable rate of exchange than actually used.

7.7 Any claim, loss, billing error, damage or expense arising out of or relating to this Agreement, which is not reported in writing to Boost Connect by you within seven (7) Business Days of such failure to perform, or in the event of a billing error, within fourteen (14) days of the date of the applicable invoice or statement, you hereby expressly waives any rights to any claim that is not brought within the time periods stated herein.

Security Deposit (if applicable):

7.8 You hereby agree to pay Boost Connect a security deposit (if applicable) as stated in the Purchase Form. 

8. TAXES

Withholding Tax:

8.1 If any payment under the Agreement is subject to any applicable withholding taxes by the relevant authority under the Law in countries and jurisdiction which a party is operating, and such tax is required to be withheld from the payment to the other party, the party is entitled to deduct any taxes payable from the gross payment and remit the amount to the tax authorities on behalf of the other party.

(a) The other party shall then make payment of the fees to the party, less the sum deducted for tax in accordance with the terms and conditions of the Agreement.

(b) If the party is entitled to a preferential tax rate, the party may then furnish to the other party  evidence of its tax residency status by way of letter or certificate issued by the relevant tax authority confirming the party’s  tax residence status prior to the other party making its first payment to the party  under the Agreement.

(c) A party shall furnish to the other party all applicable tax receipts within one (1) month from the date of payment.
Taxes may be levied in addition to any payment for the Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

Service Tax:

8.2 Where any service tax, goods, and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement imposed by the relevant Malaysian authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each statement of account or invoice (as applicable), provided that Boost Connect has complied with the following:

(a) Boost Connect is duly licensed by the relevant Malaysian authorities to collect such service tax or goods and services tax, or tax of similar nature;

(b) the appropriate service tax or goods and services tax or tax of similar nature for each statement of account or invoice (as applicable) is included under the relevant statement of account or invoice (as applicable) at the time of the issuance of the statement of account or invoice (as applicable); and

(c) all statement of account or invoices (as applicable) provided by Boost Connect to you comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the Malaysian authorities. 

8.4 If Boost Connect is required to pay any Taxes to any relevant third party in connection with the Agreement, Boost Connect may pass through such Taxes which may be levied in addition to any payment for the Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement. 

8.5 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

9. INDEMNITY & LIMITATION OF LIABILITY

9.1 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect in connection with:

(a) your provision or consumption of the Services (as the case may be) or any act or omission by you relating thereto, including in connection with third-party claims (as the case may be);

(b) breach of any part of the Agreement by you, or violation or your failure to comply with our privacy and data protection obligations or confidentiality obligations or Applicable Laws by you;

(c) or arising from any act or omission by you which results in Boost Connect breaching its agreements with other third-party contractors relevant to the Services; or 

(d) a dispute between you and any end-users; and/or

(e) an Infringement Claim;

(f) any act, neglect or default of you or your agents, representatives, employees, licensees or Customers; and/ or

(g) any event of fraudulent and illegal transaction committed by you or your agents, representatives, employees, licensees or Customers.

9.2 You shall undertake to perform the necessary action to restore Boost Connect to its original position including but not limited to financial position in the event of any breach committed by you where the indemnity provisions in this Agreement may not be sufficient to compensate Boost Connect as a result of any such breach.

9.3 You shall indemnify and hold harmless Boost Connect in respect of Loss suffered or incurred by Boost Connect, arising from any claim that the intellectual property owned by you infringes any Intellectual Property Rights of a third-party.

9.4 You hereby agree to hold Boost Connect harmless against any claims or penalties that may be imposed on Boost Connect by reason of your failure to comply with your obligations under the tax Law of your jurisdiction.

9.5 Boost Connect’s entire liability to you for all Claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise including but not limited to Force Majeure Event, unavailability or malfunction of Services) will be limited to an amount not exceeding the Total Fee for Services. 

9.6 In no event shall Boost Connect be liable to you under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages even if Boost Connect have been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.

9.7 The Services is operated by a third-party provider. Notwithstanding anything to the contrary in the Agreement, Boost Connect excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement and/or the Services, that are caused directly or indirectly by any act or omission by the third party provider or any default, error, unavailability or failure of the third party services.

9.8 Any claims by you in relation to the Agreement shall be made against Boost Connect and not to any third-party.

9.9 Boost Connect shall ensure availability or delivery of the Services on a best-efforts basis during any periods of maintenance, upgrades or Force Majeure Event. In the event of any period of maintenance, upgrades or Force Majeure Event, Boost Connect may provide you with prior notice in advance.

9.10 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude: 

(a) a Party's liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;

(b) a Party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’; 

(c) any obligation by you to indemnify any person under the Agreement; 

(d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with Applicable Laws or Authorisation or any act or omission by you putting Boost Connect in breach of Applicable Laws or Authorisation;

(e) a Party's liability for that Party's fraud;

(f) a Party's liability for death or personal injury caused by that Party; or

(g) any liability that cannot be excluded under mandatory Applicable Laws.

10. KEEPING THINGS CONFIDENTIAL

10.1 Confidentiality: 

(a) We will both keep all Confidential Information confidential.

(b) We will both take adequate, reasonable and appropriate steps to notify our employees and the third-parties of their obligations to comply with the Agreement.

(c) We both agree that either Party may disclose the applicable data in relation to this Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that Party to perform its obligations or exercise its rights under the Agreement.

11. RECORDS AND REPORTING

11.1 You must keep clear, understandable, accurate, complete and up to date records and supporting information for all transactions relating to the Services consumed for up to seven (7) years. You must:

(a) make such transaction records and information available, as reasonably required by Boost Connect for inspection, verification and audit purposes promptly upon request; and

(b) provide such other reports as set out in the Agreement, and as otherwise reasonably required by Boost Connect from time to time relating to the transactions, promptly upon request.

12. TERM AND RIGHT OF TERMINATION

12.1 A Party (“Terminating Party”) may terminate any one or more of the Services immediately by providing written notice to the other Party to that effect if:

(a) that other Party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;

(b) proceedings for the appointment of a custodian, receiver, receiver manager or any other official with similar powers for that other Party are commenced; or 

(c) that the other Party ceases to carry on business;

(d) due to de-registration or failure to obtain a valid license to provide the Services;

(e) has not performed any material covenant; or 

(f) has breached any material term of the Agreement, 

(g) and such failure to perform or breach is:

i. incapable of cure; or 

ii. capable of cure, but the other Party fails to cure the failure to perform or breach within thirty (30) days from receipt of notice by the non-defaulting Party (or such additional cure period as the non-defaulting Party may authorize).

12.2 Boost Connect may suspend, and/or terminate your consumption of one or more of the Services by written notice to you at any time: 

(a) if you are in breach of the Agreement (including any failure to pay the outstanding amount or invoice (as applicable) by the due date, or Boost Connect reasonably suspects a breach of the Agreement or misuse of the Services; 

(b) in the event the Services can no longer be provided by Boost Connect or is no longer practical or feasible; 

(c) in circumstances where there is a third-party intellectual property claim against you, Boost Connect or any third-party that is relevant to the Services or any rights or obligations under the Agreement;  

(d) where suspension or termination is required in order for Boost Connect to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Services; or

(e) if Boost Connect’s third party provider, for any reason, suspends the provision of the third party services or otherwise ceases to provide (temporarily or otherwise) the third party services;

(f) if Boost Connect is required by the Relevant Parties or Authority, for any reason, to suspends or cease from providing the Services (temporarily or otherwise) to you.

12.3 Notwithstanding any other provisions in this Agreement, in the event Boost Connect suspects any misuse of the Service, Boost Connect may, in its sole and absolute discretion, suspend and/or terminate the Service with or without notice (or may be communicated orally or via email) and if applicable and subject to Clause 23.5, shall be entitled to withhold any amount payable to you which Boost Connect suspects arises from any misuse of the Service. For the avoidance of doubt, in the event this Agreement is terminated prior to completion of the Minimum Period, Boost Connect reserves the right to charge the Merchant for any outstanding amounts due and payable to Boost Connect accruing from the effective date of termination until completion of the Minimum Period.

12.4 Only if Boost Connect is unable to resume provision or consumption of the affected Services, then Boost Connect may terminate any or more of the affected Services upon a written notice to you. Neither Party shall have any claims against each other arising from termination pursuant to Clause 12.4.

12.5 Boost Connect may terminate any one or more of the Services upon thirty (30) days notice to you without assigning any reason whatsoever and in the event the Merchant is a corporate body, a Change in Control occurs. Such Merchants shall promptly notify Boost Connect in the event of any Change in Control of your organization occurs.

12.6 If a delay or failure by a Party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other Party may immediately terminate any one or more the Services by providing written notice to the other Party.

12.7 Return or destruction of Confidential Information:

12.7.1 You must as soon as practicable on expiry or termination of the Agreement or any part of the Agreement:

(i) return to Boost Connect or (if upon request of Boost Connect) destroy;

(ii) certify in writing to Boost Connect the destruction of; and/or

(iii) permit an employee of Boost Connect to witness the destruction of,
all Confidential Information belong to Boost Connect, including but not limited to the Materials, Data and/or information containing or comprising Intellectual Property Rights owned by Boost Connect or licensed to you used under or in connection with the expired or terminated Agreement. You are allowed to keep one copy of any notes and other records of the Confidential Information that you are required by Law to retain.

12.8 For the avoidance of doubt, the obligations of confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

12.9 Survival of clauses: 

12.9.1 The following shall survive the termination or expiry of the Agreement or any part of the Agreement: 

(i) the relevant parts of the Agreement in Clause 2 (Defined Terms), 9 (Indemnity & Limitation Of Liability), 10 (Keeping Things Confidential), 12 (Term and Termination), Clauses 13 (Data Protection), 14 (Intellectual Property Rights), 17 (Publicity), 18 (Transferring To Another Parties), 19 (Entire Agreement), 20 (Choice of Law), 19 (Settling Disputes), 20 (Notices), and 23 (General) ; and

(ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

12.9.2 Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13. DATA PROTECTION

13.1 You shall undertake to Boost Connect that you shall at all times maintain and comply with Personal Data Protection Policy in regard to the Personal Data as published in the Boost Connect’s website and with the applicable regulations on data security and data protection as well as establish controls which include process and procedures as well as IT security controls that are commonly accepted as effective by industry practice in protecting customer data and information. You shall ensure to Boost Connect that all of your third-party service providers engaged by you whom access, store, transmit and process customer data comply with this Clause 13.1.

13.2 You hereby represents and warrants that:

(a) you have complied in all materials with respect to the Personal Data Protection Act (“PDPA 2010”); 

(b) you have not received any notice (including, without limitation, any enforcement notice, de-registration notice or transfer prohibition notice), letter, complaint or allegation from the Personal Data Protection Commissioner of Malaysia, alleging any breach or non-compliance by it of the PDPA 2010 or prohibiting the transfer of data to a place outside Malaysia;

(c) you have not received any claim for compensation from any person in respect of its business under PDPA 2010 and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data in the past three (3) years and there is no outstanding order against you in respect of the rectification of erasure of data; and

(d) no warrant has been issued, authorizing the Personal Data Protection Commissioner of Malaysia (or any of its officers, employees or agents) to enter any of your possession for the purpose of, inter alia, searching them or seizing any documents or other material found there.

14. INTELLECTUAL PROPERTY RIGHTS (“IPR”) 

14.1 You shall at all times comply with the Intellectual Property Rights Policy as published on Boost Connect’s website.

14.2 You shall display the “Boost Connect” logo and any other relevant logos, trademarks, brand names, brand, (collectively referred as "Marks") on your website, portal, platform, or checkout page subjected to the relevant marketing and promotional guidelines as provided or informed to you by Boost Connect. You shall cease to use or display such Marks in any way (including, without limitation, in promotional materials and transaction related papers or forms) immediately upon notice from Boost Connect or upon termination of this Agreement. You shall not use any promotional materials which include any reference to Boost Connect and its Marks without its prior written consent. All goodwill resulting from any use of a Party's name, brand, logo, trade mark, trade name, business name, product name or other mark shall accrue only to that Party.

15. PUBLICITY

Each Party shall only make any public announcement or communication in connection with the Agreement with the prior written consent of the other Party and the relevant third party’s contractors, except that the other Party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving Party or its related companies are bound.

16. TRANSFERRING TO ANOTHER PARTY

16.1 You shall not assign or novate or subcontract (if applicable) the Agreement or any obligations under the Agreement without the prior written consent of Boost Connect. Boost Connect may from time to time assign or novate the Agreement, in whole or in part, to any entity within Boost Connect Group of Companies by giving notice to you.

16.2 If a Party subcontract any of its obligations under the Agreement, then that Party will remain fully responsible and liable for the performance of its obligations.

17. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

18. CHOICE OF LAW
The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with the Agreement and/or our relationship, including non-contractual ones (“Dispute”).

19. SETTLING DISPUTES

19.1 Both Parties shall in good faith employ reasonable endeavours to settle any Dispute. 

19.2 In the event of any Dispute, each Party may be required to provide relevant information evidencing any amounts claimed in accordance with the Agreement. In the event the Dispute is not settled within thirty (30) days from the date of any written notice provided by one Party to the other, Parties hereby agree to accept the jurisdiction of the courts of Malaysia to settle the Dispute.

20. NOTICES

20.1 Any notice, invoice, statement of account, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

(a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

(b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or

(c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system, to the other Party at the address or email address set out in the Agreement, as may be updated from time to time by the other Party.

20.2 For the purpose of clarity under this Agreement, Parties shall comply with the notice period provided under the following clauses, including but not limited to: 

(a) Clause 4: Parties’ Obligations
(b) Clause 9: Indemnity and Limitation of Liability
(c) Clause 12: Term and Right of Termination
(d) Clause 19: Settling Disputes
(e) Clause 22: Anti-Bribery and Anti-Corruption Undertakings.

21. UNFORSEEABLE EVENTS

21.1 Boost Connect shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by: 

(a) the Merchant, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations; 

(b) the Merchant failing, neglecting or omitting in performing its obligations under the Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or 

(c) the occurrence of a Force Majeure Event,
which has a material impact on the performance of the relevant obligations of Boost Connect. 

21.2 If such an event occurs, Boost Connect must: 

(a) notify the Merchant of the delay, interruption or failure; 

(b) identify the specific nature of the delay, interruption or failure; and 

(c) provide the Merchant with the reasonable instructions in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure). 

22. ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

22.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

22.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

22.3 You shall not, under any circumstances and whether directly or through a third party:

(a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:
1) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or 
2) to or from any family member of such director, employee or representative; or 
3) to or from any other third party;

as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

4) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.3 (a) above.

22.4 You hereby represents and warrants that:

(1) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

(b) to or from any family members of such director, employee or representative; or

(c) to or from any other third party;

as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

(d) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.4(1)(a) above;

(1A) (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

(ii) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

i. to or from any Politically Exposed Person; or 
ii. to or from any family members of such Politically Exposed Person 
as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

(b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 22.4(1)(a) above;

(2) at any point in time, you, the directors, controllers, agents or persons who are concerned in the management of your affairs, and entities within your control (individually or collectively “Subject Person”) has never been charged or been the subject of investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to any of the matters described in Clause 22.4(1)(a) or 22.4(1)(b);

(3) the Declaration made by you is true, accurate and complete in all material respects; and 

(4) you have and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

22.5 If you:

(a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

(b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws (“Regulatory Deficiencies”),You shall notify Boost Connect in writing of this fact as soon as possible and in any event within seven (7) days.

(c) You shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory Deficiencies and share these plans with Boost Connect. Boost Connect shall have the right to review any and all such responses and remedial actions, and you shall, and shall procure that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that Boost Connect may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable satisfaction of Boost Connect.

(d) You shall:

I. conduct your businesses and affairs in an ethical, responsible, and accountable manner; and 

II. maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

III. ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

IV. undertake to Boost Connect that in performing your obligations under this Agreement, you shall conduct yourself in a manner consistent with Axiata’s Supplier Code of Conduct located at https://www.axiata.com/our-business/suppliers , which website/webpage may be updated from time to time. 

V. immediately report to Boost Connect if there is any director, employee, representative, agent or sub-contractor of any Axiata Group members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable evidence to Axiata’s speak up channels which can be accessed through: Website: https://axiatagroup.integrityline.com, which may be updated from time to time.

Audit, Inspection and Access:

22.6 Upon Boost Connect’s written request, you shall allow Boost Connect (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

a. any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

b. whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

c. whether you are complying with this Agreement.

The audit, inspection and access by Boost Connect (or its representative or nominee) referred to in this Clause 22.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Boost Connect to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.

The audit, inspection and access by any Authority referred to in this Clause 22.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.

1. You shall, at your own cost, provide Boost Connect (or its representative or nominee) or such Authority all reasonable assistance requested by Boost Connect (or its representative or nominee) or such Authority in connection with an inspection or audit including but not limited to facilities, resources, equipment and soft and hard data. You shall ensure that your directors, employees, representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation. Boost Connect, its representative or nominee and such Authority shall be entitled to make and retain copies of records and supporting documentation.

2. You shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting documents for,:

a. compliance with all Applicable Laws relating to the supply or performance of the Services and/or all Applicable Laws relating to anti-bribery, anti-corruption and/or anti-kickbacks;

b. the resources used by you in performing your obligations under the Agreement;

c. the unit amounts invoiced to Boost Connect under the Agreement;

d. expenditure, transactions or disbursement concerning the fees relating to the Services and all dealings and transactions in relation to its business and activities;

e. practices, procedures, systems and general controls relating to the Services under the Agreement (including security);

f. procurement and supply chain practices and activities of you in relation to this Agreement;

g. any Authority’s requests in relation to this Agreement; and

h. any other reasonable purpose as determined by Boost Connect from time to time.

3. All such records and supporting documents shall be maintained by you in accordance with the generally accepted accounting methodology. You shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of transaction, subject to applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

4. Boost Connect shall bear its own costs and expenses of the audit carried out by Boost Connect (or its representative or nominee) under this Clause 22.6 (Audit,  Inspection and Access) unless you fail to perform any of its obligations in accordance with the Agreement or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the Services in which case you shall then bear the costs and expenses associated with the audit.  You shall bear your own costs and expenses of any audit carried out by any Authority under this Clause 22.6 (Audit, Inspection and Access).

5. This Clause 22.6 shall survive the expiry or termination of this Agreement.

(A) Nothing in Clause 22.6 shall require you to disclose any information to Boost Connect (or its representative or nominee) if such disclosure would violate any Applicable Laws; and

(B) if you fail to provide such access or such information in reliance on Clause (A) above, you shall:

(1) promptly (and in any event within three (3) days) provide a written notice to Boost Connect stating that you are withholding such access or such information and stating the detailed justification thereof; and

(2) use best endeavors to provide such access or information in a way that would not violate such law.

22.7 You shall on demand defend and indemnify Boost Connect, other members of Axiata Group and their respective directors, employees, representatives and agents (collectively “Indemnified Persons”) against all claims, demands, actions, proceedings, costs, expenses, losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement. In the course of defending any claims, demands, actions or proceedings against any Indemnified Person, you shall not make any settlement, compromise, admission or waiver of any defences available in respect of any such claims, demands, actions or proceedings.

22.8 This Clause 22.7 shall survive the expiry of termination of this Agreement.

22.9 Boost Connect may terminate this Agreement by giving written notice to you (“Notice”):

a) with immediate effect, if you commit any  breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement or Boost Connect has reasonable belief that this may occur;

b) with immediate effect, if Boost Connect receives a notice from you pursuant to Clause 22.5 or Clause 22.11 or Boost Connect has reasonable belief that this may occur;

c) with effect from fourteen (14) days after the date of the Notice, if there is a change of Control occurs in respect of you;

d) with effect from fourteen (14) days after the date of the Notice, if there is a merger in respect of you or any of its assets or businesses;

e) with immediate effect, if the Declaration is found by Boost Connect to be false, incomplete or misleading.

22.10 If:

a. Boost Connect receives a notice from you pursuant to Clause 22.5; or

b. Boost Connect has reasonable cause to suspect or believe that you have committed any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 22 in this Agreement, Boost Connect may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement, in whole or part, by itself,  through a third party or a combination of itself and the third party. All costs and expense incurred by Boost Connect under this Clause 22.10 shall be borne in full by you.

c. In the event that Boost Connect elects to exercise its rights under Clause 22.10, you shall within seven (7) days provide:

i. Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of you; and

ii. Access to all premises in relation to which the Services are provided, at no charge to Boost Connect. Without prejudice to any rights and remedies you may have, you  shall not be entitled to receive or invoice the fees/charges related to such Services provided or performed by Boost Connect, its personnel or any third party appointed by Boost Connect. All costs and expenses incurred by you in providing the facilities, systems, materials, intellectual property rights and assistance to Boost Connect for such step in pursuant to this Clause 22.10 shall be borne by you.

22.11 You shall declare to Boost Connect all work or relationships that may give rise to conflicts of interest between yourself and Boost Connect and other members of Axiata Group which will materially affect directly or indirectly your ability to supply or perform the Services.

22.12 Subject to any restrictions imposed by law or confidentiality obligations, you shall declare the existence of any pending or ongoing litigation against you which will materially affect your ability to supply or perform the Services under this Agreement.

22.13 You shall not allow any third party to carry out any part of the obligations under this Agreement without Boost Connect’s prior written consent. Notwithstanding the appointment of such third party, you shall remain fully liable to Boost Connect for the supply and performance of the Services and shall be fully responsible for the acts, omissions, defaults and neglects of such third party. 

23. GENERAL

23.1 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

23.2 Survival of the Agreement: The Agreement is to be binding upon the parties and their respective permitted legal assigns and successors-in title. The obligations created by this Agreement shall continue to be valid and binding notwithstanding any change by amalgamation, reconstruction or otherwise (including but not limited to change of name) which may be made in the constitution of either Party to this Agreement.

23.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing. 

23.4 Relationship of the Parties: The relationship of the Parties shall be as per the terms set out in the Agreement.

23.5 Set-off: Boost Connect reserves the right to offset any outstanding amounts due and payable by you to Boost Connect against any amounts payable to you by Boost Connect or Boost Connect Group of Companies.

23.6 Costs: Each Party shall bear its own costs and expenses in connection with the Agreement.

23.7 Amendments to the Agreement: Save and except for the Appendices, Addendum(s), Schedule(s) herein (if any), any changes shall be in writing and executed by both Parties. 

23.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Boost Connect in connection with the Agreement.

24. LIST OF APPENDICES

The following appendices can be accessed at https://connect.myboost.co/legal-resources/
1. Personal Data Protection Policy;
2. Intellectual Property Rights Policy;
3. Defined Terms; and
4. List of Prohibited Category (Appendix B) can be accessed at https://myboost.co/business/general-terms-condition.

DEFINED TERMS 

1. “Anti-Bribery Laws” means all Applicable Laws relating to anti-bribery, anti-corruption or anti-kickbacks, which may include, the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign Corrupt Practice Act of 1977, the United Kingdom Bribery Act of 2010 and any other Applicable Laws in any jurisdiction.

2. “Anti-Money Laundering Laws” means all Applicable Laws relating to anti-money laundering or combating financing of terrorism, which may include the Malaysian Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and any other Applicable Laws in any jurisdiction.

3. “Applicable Laws” means with respect to any person or thing, any supranational, national, state, provincial, municipal or local law, common law, regulation, directive, guideline, constitution, act of parliament, ordinance, treaty, convention, by-law, circular, guidance, notice, codes, rule (including the rules of any applicable stock exchange), order, injunction, judgment, decree, arbitral award, ruling, finding or other similar requirement enacted, adopted, promulgated or applied by an Authority, including any amendments, re-enactment or replacement of it, that has the force of law with respect to such person or thing in any relevant jurisdiction.

4. “Authorisation” means any approval, consent, exemption, filing, licence, notarisation, permit, permission, registration, clearance, authorisation or waiver however described as required by Law, and any renewal or variation of any of them. 

5. “Authority” includes any supranational, national, state, municipal or local government, governmental, semi-governmental, intergovernmental, regulatory, judicial or quasi-judicial body, agency, department, entity or authority, stock exchange or self-regulatory organisation established under statute and shall include persons exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

6. “Axiata Group” means Axiata Group Berhad and its subsidiaries.

7. “Boost Connect Group of Companies” means Boost Connect Sdn Bhd and its subsidiaries, associates and affiliates (including future subsidiaries, associates and affiliates).

8. “Business Day” means:
i. if a place is not specified, any day, excluding weekends and public holidays in Kuala Lumpur, Malaysia and/or such place where the applicable Boost Connect entity is located.
ii. if a place is specified, any day, excluding weekends and public holidays in the specified place; or 

9. “Change in Control” means a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of securities, by contract, or otherwise.

10. “Confidential Information” means confidential information of a party which relates to the subject matter of this Agreement and includes confidential information relating to the customers, personnel, policies or business strategies of that party and any company within that party’s group of companies, and the terms or conditions upon which the Services are consumed pursuant to this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the receiving party already knew, that becomes public through no fault of the receiving party, that was independently developed by the receiving party, that was rightfully given to the receiving party by another party, that was required to be disclosed by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

11. “Claim” means any claim, demand or proceeding arising out of any cause of action (including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action).

12. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise;

13. “Customer” means any person making purchase of your goods, products or services;

14. “Declaration” means the declaration required to be signed or agreed whether in written or electronic form by you prior to the entry into this Agreement;

15. “Gratification” and “financial or other advantage” includes facilitation payments, asset, benefit, loan, employment, agreement to render services, release, discharge of any liability, money, forbearance to demand money, forbearance from exercising any right or power, obtaining favourable treatment or improper commercial advantage,  gifts, entertainment, favours, services or benefits,  commission, valuable consideration of any kind and any service or favour and  “gift” is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.

16. “Politically Exposed Persons” includes any government official, any official of government departments, agencies or instrumentalities, any official or employee of public international organisations, political party official or, candidate for political office, any employee of a public body, any employee of a state-owned or controlled entity, or their respective representatives or proxies.

17. “Data” means data or information relating to: 
i. Boost Connect or any relevant third party;
ii. operations, facilities, customers, personnel, assets, and programs (including personal information or Personal Data) of Boost Connect or any relevant third party; or 
iii. data or information, in any format whatever, generated, stored, processed, retrieved, printed or produced by you or on your behalf utilising such data or information referred to in (i) and/or (ii) above.

18. “Force Majeure Event” means a circumstance beyond the reasonable control of either or both parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include but shall not be limited to acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, embargoes, epidemics, material and adverse changes in the financial and economic situation in the place where such party (which is unable to observe or perform on time the said obligation) is located, as per its address specified in this Agreement, or strikes or other labour disputes.

19. “Infringement Claim” means a Claim by any person that:
i. any of the Systems, Materials or Boost Connect’s partners, and all Intellectual Property Rights made available by you in connection with this Agreement;
ii. Boost Connect’s receipt of the Systems, Materials or Boost Connect’s partner and all Intellectual Property Rights made available by you in connection with this Agreement; or
iii. Boost Connect’s or any of its personnel’s or sub-licensees’ possession of, or use of, or dealings with, in accordance with any rights granted under this Agreement, Systems, Materials or Boost Connect’s partner, and all Intellectual Property Rights made available by you in connection with this Agreement, infringes the Intellectual Property Rights of any third party.

20. “Intellectual Property Rights” shall have the meaning as defined in the Intellectual Property Rights Policy.

21. “Law” means all or any of the following as the context requires:
i. any law, code, decree, statute, regulation, by-law, ordinance or subordinate legislation; and
ii. any Authorisation, guidelines, policies, rules, code of practice, code of conduct and other requirements which is enforceable against a party (as applicable) or which is issued under an instrument referred to in (i) above.

22. “Loss” means all damages, losses, liabilities, costs or expenses arising out of or in connection with:
i. a right under this Agreement;
ii. a cause of action in connection with this Agreement and/or the Services; or
iii. any claims, actions or proceedings brought by any third party,

in each case, including breach of contract, tort (including negligence) and any other available cause of action at Law.

23. “Materials” means literary works or other works of authorship including design, technical, functional, operational or other specifications (including application programming interface and other interface specifications), architecture, standards, rules, regulations, policies, procedures, workflows, software, routines, codes, interfaces, job control and other logs, databases, compilations of data, program listings, software tools, methodologies, processes, scripts, user manuals, reference manuals, reports, plans, drawings and other written documentation and machine-readable text and files.

24. “Merchant” means the party whose name, legal description and registered address are stated in Purchase Form (including its employees, representatives or agents identified and nominated by the Merchant and approved by Boost Connect):

(a) that contracts with Boost Connect; and

(b) who accept Devices or cause its offices, outlets, locations and/or establishments wherever situated to accept the Devices for use.

25. “Personal Data” shall have the meaning as defined in the Personal Data Policy and any other personal data as defined in the Privacy Legislation.

26. “Policies and Rules” refers to including but not limited to Boost Connect’s code of conduct, policies, specifications, processes, handbooks, instructions and requirements, including those that pertain to technical, functional or operational interface, inter-operability or integration; and relate to the integrity, security, interference, interruption, disturbance or disruption of the Services; as amended, supplemented and replaced from time to time by Boost Connect. 

27. “Privacy Legislation” means:
i. the Malaysian Personal Data Protection Act 2010 and the relevant data protection act that applies to you; and 
ii. any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any of the legislation referred to above.

28. “Relevant Parties” shall mean collectively referred, including but not limited to the Acquirer, Payment Scheme, E-Wallet Issuer and Pay Later Provider.

29. “Security Measures” means the appropriate technical and organizational security measures to be taken by Boost Connect, taking into account the nature of processing of the Personal Data to protect the Personal Data against any Loss, misuse, modification,  unauthorized or accidental access or disclosure, alteration or destruction, as set out in the Privacy Legislation.

30. “Services” means the sale of Devices to the Merchant or any relevant software, hardware, equipment or services in the applicable Purchase Form, as the case may be, subscribed by you under the Agreement.

31. “Purchase Form” means the relevant document which sets out the details of order and particulars of the Merchant, business information of the Merchant and legal terms specific to, each individual Service subscribed by you (if any).

32. "Systems" means telecommunications and computer hardware and software and other applications, tools, programming, interfaces, coding, configurations, hardware, peripheral equipment, networks, communications and other systems, numbering, domain names or electronic addresses, facilities, architectures and other equipment or elements of whatever nature.

33. “Taxes” means duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others.

34. "Territory" means Malaysia and any other jurisdiction specified in this Agreement.