Terms of Use | CARDit

1. WELCOME TO CARDit

1.1 CARDit is operated by GHL BPO1 Sdn Bhd (Company No. 201301001474 (1031311-H)), a company incorporated in Malaysia and having its business address at C-G-15, Block C, Jalan Dataran SD1, Dataran SD, PJU9, Bandar Sri Damansara, 52200 Kuala Lumpur (“us” or “we”).

1.2 CARDit is an online platform which allows you to pay rentals and invoices to your landlord(s) or supplier(s) (each, “your Beneficiary”) using your credit cards (“our Services” or “the Services”).

1.3 These Terms and Conditions of Use (“these Terms of Use”) apply to our Services and the website located at www.carditbyghl.com and all associate sites linked to www.carditbyghl.com by us (“our Website” or “the Website”). You hereby irrevocably agree that by clicking “Sign Up” or any terms of similar nature, registering, accessing or using our Services, you are agreeing and acknowledging that you have read, understood, and agree to enter into a legally binding agreement with us and to be legally bound by these Terms of Use, including but not limited to our data privacy statement and Anti-Bribery Policy and Corruption made available at https://www.ghl.com and any additional guidelines and polices incorporated by reference from time to time onto these Terms of Use.

1.4 If you do not agree to these Terms of Use, do not click “Sign Up” or any terms of similar nature and do not access or otherwise use any of our Services. If you wish to terminate these Terms of Use, you can do so at any time by closing your account and no longer accessing or using our Services.

2. DEFINITIONS

2.1 In these Terms of Use, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Card Charging Date” mean the date on which your credit card is charged successfully for a Payment and the total aggregate amount to be charged will be inclusive of the Payment Amount and the Transaction Fee;

“Payment” means the act of fund transfer requested by you to be performed by us through our Website, which shall include Schedule Payment and Recurring Schedule Payment, as the case may be;

“Payment Amount” means an aggregate amount of a Payment exclusive of the Transaction Fee, which is requested to transfer to your Beneficiary through our Website;

“Recurring Schedule Payment” means a Payment which has been created by you in your CARDit account with a fixed recurring Card Charging Date on a monthly basis;

“Schedule Payment” means a Payment which has been created by you in your CARDit account with a future fixed Card Charging Date; and

“Transaction Fee” means the non-refundable flat percentage fee charged by us to you for the use of our Services and may be revised by us from time to time in our sole and absolute discretion with or without notice to you.

3. GENERAL PROVISIONS

3.1 We merely provide our Services to facilitate the transactions or payments between yourself and your Beneficiaries. We are not and do not hold ourselves as a bank, remittance agent, payment system or payment gateway and we do not offer any banking, money remittance or payment system services as defined under the Laws of Malaysia. We merely provide a platform and in providing all our Services, we act solely as per your instruction(s) which you have entered tonto our Website while creating a Payment.

3.2 We are an independent party providing our Services to you and we are in no way related to your Beneficiaries.

3.3 We shall have no responsibility and shall not be liable for any disputes between you and your Beneficiaries, including but not limited to non-payment or late payment of the rentals and/or invoices, late payment interest, payment terms, the proper and timely delivery of goods and/or services and whatsoever charges or payments between you and your beneficiaries.

3.4 We may use third party service providers which may include SAAS companies, software providers and technical partners and they shall not in any manner liable to you with regards to the Services that we provide to you through our Website herein.

3.5 We will charge you and you irrevocably agree and accept that we are entitled to charge you a non-refundable Transaction Fee for the use of our Services.

3.6 We reserve our sole and absolute right to impose restrictions on access and usage of our Services and the volume, frequency, and delivery timeline of Payments submitted.

3.7 We will conduct due diligence and know your customer (“KYC”) checks on yourself and your Beneficiaries in compliance with the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 and the Malaysian Anti-Corruption Commission Act 2009 and any amendment thereof which shall include but not limited to all anti-money laundering and countering financing of terrorism (“AML/CFT”) laws, policies, rules and guidelines as may be prescribed or enacted by the Malaysia Government and/or the Bank Negara Malaysia from time to time.

3.8 You hereby irrevocably agree to authorize us, either directly or through third parties’ KYC databases or any public and private sources, to make any inquiries and ask for any further information that we consider necessary to verify the identity of you and your Beneficiaries and the authenticity of the documents that you provided to us. We have the absolute right to deny you the use of our Services if we are unable or fail to establish or perform such verification and for whatsoever reasons.

3.9 If any Payment is investigated and is determined to be fraudulent by us, we shall terminate the relevant user’s account and report such fraudulent Payment to your bank and the relevant authorities without further notice to you.

4. CARDit ACCOUNT

4.1 In order to use our Services, you are required to create a CARDit account and provide us with, among others, the following information:

4.1.1 In respect of an individual:

(a) Your full name as per NRIC;

(b) Your NRIC no.;

(d) Your mobile number;

(e) A colour copy of front and back of your NRIC; and

(f) A secure password.

4.1.2 In respect of an entity:

(a) Your company name;

(b) Your company no.;

(d) Your company’s or person-in-charge’s mobile number;

(e) Form 9 or Section 17 Certificate of Registration;

(f) Section 14 Super Form (if applicable);

(g) Form 49 or Section 58 Notification of Change in the Register of Directors, Managers and Secretaries;

(h) Form 13 or Section 23(2) Certificate of Incorporation on Change of Name (if applicable); and

(i) SSM Search Report; and

(j) A secure password.

4.2 You may request to close your CARDit account at any time by sending us an email at hdesk@ghl.com on condition that your CARDit account is not under any investigation by us or any local authorities for whatsoever reasons including but not limited to fraud, forgery and/or any illegal or unlawful activities pursuant to the laws of Malaysia. All and any of the Payments which your credit cards have been charged prior to the closure of your CARDit account will be processed by us and all Schedule Payment(s) and/or Recurring Scheduled Payment(s) which your credit cards have not yet been charged shall be deemed to have been requested by you to be cancelled and not to be processed by us immediately upon the closure of your CARDit account. We shall have the rights to retain all data associated to your usage of our Services in accordance with the applicable regulatory and compliance obligations in particular the Personal Data and Protection Act 2010.

4.3 Notwithstanding that we have, upon your request, closed your CARDit account, you shall remain liable for all the obligations and liabilities related to your CARDit account, including but not limited to all and any fees and charges due and payable by you to us.

4.4 We may close, suspend, or limit or terminate your access to your CARDit account or our Services without notice or reference to you if we discover that:

4.4.1 you have provided us false and inaccurate information and documents; or

4.4.2 you have or we reasonably believe that you may have breached any provisions of these Terms of Use; or

4.4.3 you have or we reasonably believe that you may have impersonated another person or misrepresent authorisation to act on behalf of others or us; or

4.4.4 for whatsoever reasons as we deem fit to do so.

5. PAYMENTS

5.1 Creation of a Payment

5.1.1 You may create a Payment for immediate or future processing by using our Services. Creation of a Payment requires you to specify the following details:

(a) Your Beneficiary;

(b) Your Beneficiary’s bank account details;

(d) Payment amount;

(e) Purpose of the Payment; and

(f) Valid documents to support the Payment, including but not limited to tenancy agreements and invoices.

5.1.2 Our Payment limit is RM30, 000.00 per transaction (“Payment Limit”). We reserve our sole and absolute right to revise the Payment Limit from time to time with or without prior notice to you.

5.1.3 Our Services and our Website only accepts or supports credit cards issued by Visa, MasterCard and American Express.

5.2 Schedule Payment and Recurring Scheduled Payment

5.2.1 You may create a Scheduled Payment and/or Recurring Scheduled Payment. The Transaction Fees rates and promotions will be determined at time of the Card Charging Date.

5.3 Payment Processing

5.3.1 Each Payment submitted for processing will require successful debiting of your credit card on the Card Charging Date. If your credit card is not successfully charged, we will be unable to transfer the funds to your Beneficiary. You hereby agree not to hold us responsible for any delay in settlement of the Payment due to the failure in charging your credit card. After your credit card has been successfully charged, you will be provided an official receipt in relation to your Payment.

5.3.2 We may not process or may cancel or reject your Payment for any reasons in our sole and absolute discretion, including but not limited to the following reasons:

(a) Your Payment is reported by the credit card holder to be fraudulent;

(b) Your Payment is believed to be unauthorized or made by someone other than the account holder;

(c) The documentations provided by you are incomplete or improper and you do not upon our request provide us with the relevant documentations to our satisfaction;

(d) Your Beneficiary is in the sanctions list;

(e) Your Payment may violate any applicable laws, rules or regulations; or

(f) We have reasonable cause not to honour your payment.

5.4 Transfer of Funds to Beneficiary

5.4.1 Once your card is successfully charged at the time of creation of the Payment, it will take five (5) Business Days from the Card Charging Date for the funds to reach your Beneficiary.

5.4.2 You hereby agree and acknowledge that the funds transferred to your Beneficiary may fail due to several reasons, including but not limited to invalid Beneficiary’s bank account number, incorrect bank name and improper documentations. You hereby agree not to hold us responsible for any delay beyond five (5) Business Days in transferring the funds to your Beneficiary.

5.4.3 We have the sole and absolute discretion and right to refuse, reject or stop the transfer of the funds to your Beneficiary for any reason(s) that may or may not be notified to you.

5.5 Transaction Fee

5.5.1 When making or submitting a Payment using our Services, we shall be entitled to charge you a non-refundable Transaction Fee. The Transaction Fee is charged on a per transaction basis. This Transaction Fee is payable in addition to the Payment Amount.

5.5.2 Transaction Fees for immediately processed Payments are charged in real-time upon submission. Transaction Fees for Schedule Payments and Recurring Schedule Payments will be charged on the date on which Schedule Payments and Recurring Schedule Payments are requested by you to be processed by us.

5.5.3 The Transaction Fee is subject to change at any time without prior notice and is calculated in real time and will be presented to you for review prior to your confirmation and submission of your Payment.

5.5.4 In the event that a Payment has been refunded, cancelled or charged back for whatsoever reasons and by whosoever person, you hereby irrevocably agree, accept and acknowledge that you shall not request for and you shall not be entitled to the return or refund of the Transaction Fee.

5.6 Completion of a Payment and Payment Disputes

5.6.1 Upon completion of a Payment, you hereby irrevocably agree, accept and acknowledge that no refunds, cancellations or charge backs are permitted through us or the Website.

5.6.2 In the event that your Payment is unable to be completed, your Payment status in the “Payment History” table will display “Payment Failed”.

5.6.3 We shall not be responsible for any delays in your payments or incorrect transferring of the Payment Amount.

5.6.4 We shall not be liable to reimburse any Payment Amount or to reverse any Payment that has been made as a result of your omission, error or negligence.

5.6.5 You shall be responsible for the payment of any disputes arising out of or in connection with your Payment and any refund, cancellation and chargeback fees, assessments, penalties and fines.

5.7 Transaction Limits

5.7.1 We reserve the right to impose limits on the number of transactions that may be charged to an individual credit card account during any time period and reserve the right to refuse to make payments or enable you to receive payments from the Customer in respect of Orders exceeding such limits. We also reserve the right to refuse to provide our services in respect of Orders to certain Vendors or Customers.

6. DISPUTES/REFUNDS/CHARGEBACK

6.1 We shall not be responsible for the quality or merchantability of the products purchased or services rendered to you or by you. We shall also not be responsible for any non-delivery of the products or any deficiency of services rendered to you. All risks associated with your business transaction shall be solely the responsibility of the Vendor/Customer and you. Any disputes concerning product quality, merchantability, delivery, or service deficiencies will be handled directly between you and the Vendor/Customer. We will not be involved in such disputes.

6.2 You agree that payment made in respect of any transaction for which the Issuing Bank raises a claim on us shall be your financial responsibility.

6.3 If you request a refund before the Vendor is settled, we shall, upon receiving a written refund request, roll back the transaction to you after deducting the relevant Service Charges, as applicable.

6.4 If you claim a refund after the Vendor is settled, you expressly agree that such transactions cannot be rolled back. Therefore, you covenant to resolve this transaction with the Vendor offline and inform us of such resolution. We shall not be liable to you or the Vendor for any such refund in this instance.

7. REPRESENTATIONS AND WARRATIES

7.1 You hereby irrevocably undertake, represent and warrant to us that:

7.1.1 if you are an individual, you are of legal age and under no legal disability or incapacity and you have full power and authority to enter into and have taken all necessary steps to enable you to lawfully enter into these Terms of Use and perform all transactions and obligations contemplated herein;

7.1.2 if you are an entity, you are duly incorporated and validly existing and you have full power and authority to enter into and have taken all necessary steps to enable you to lawfully enter into these Terms of Use and perform all transactions and obligations contemplated herein;

7.1.3 these Terms of Use constitutes a legal, valid and binding obligation of yourself and/or entity that you represent in using our Services;

7.1.4 the payments made or the transactions performed through the Services are lawful, valid and genuine and do not promote any money laundering or terrorist financing activities;

7.1.5 all information, details and documents provided by you to us are true, accurate, complete and up-to-date in all respects and you will not omit or withhold any information which would make such information, details and documents inaccurate in any respects;

7.1.6 you shall provide to us all information, details and information relating to your financial and business affairs as requested by us from time to time;

7.1.7 You have obtained the necessary permission from your Beneficiary to allow us to contact him/her/it to collect any necessary information from them for the purpose of validating a payment made or a transaction performed through the Services; and

7.1.8 These representations and warranties and those contained elsewhere in these Terms of Use are repeated in respect of each payment made or each Transaction performed through the Services.

8. PROHIBITED ACTIVITIES

8.1 You must use our Services for your own lawful, internal business or personal purposes and must not resell or make available our Services to any third party, or otherwise commercially exploit our Services.

8.2 When accessing and using our Services, you shall not engage or use our Services:

8.2.1 to send money to yourself and/or to your personal or any associated business accounts;

8.2.2 to provide yourself or any other person with a cash advance;

8.2.3 to overpay or make an overpayment to your Beneficiaries;

8.2.4 to create or make a Payment which is not due and owed by you;

8.2.5 to create or make a Payment with a credit card that does not belong to you or which you are not authorised to use;

8.2.6 to pay your mortgages, personal loan and credit card debts;

8.2.7 for any money laundering and financing terrorism activities;

8.2.8 to send or receive potentially fraudulent funds;

8.2.9 for gambling and any related activities, including but not limited to lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance;

8.2.10 to act illegally or maliciously against the business interests or reputation of us, our Website and our Services; and/or

8.2.11 to engage in any other activities deemed by us to be in conflict with the spirit and intent of these Terms of Use.

8.3 When using our Services, you must:

8.3.1 not attempt to undermine the security or integrity of our Website; and

8.3.2 not use, or misuse, our Services in any way which may impair the functionality of the Website or impair the ability of any other users to use our Services.

9. TAXES

9.1 It is your responsibility to determine what, if any, taxes apply to the Payments you make, and it is your responsibility to collect, report and remit the correct taxes to the appropriate tax authority. We shall not be responsible for determining whether taxes apply to your Payments or for collecting, reporting or remitting any taxes arising from all and any of your Payments.

10. AVAILABILITY OF THE WEBSITE

10.1 You hereby agree, accept and acknowledge that there may be interruptions in our Services which are beyond our control. While we will use our reasonable efforts to keep our Website accessible, our Website may be unavailable from time to time for any reasons, including but not limited to routine maintenance.

10.2 You hereby understand, agree, accept and acknowledge that due to circumstances both within and outside of our control, your access to the Website may be interrupted, suspended or terminated. Our company retains the right at our sole and absolute discretion to deny our Services, or access to the Website to anyone or an account, at any time and for any reasons.

11. OWNERSHIP OF THE WEBSITE

11.1 Your access to our Services is subject to a licence from us to use the same and nothing herein shall be construed as a sale of any part the Website or the rights or title to you. The content and information on the Website and our Services, as well as the infrastructure used to provide both, and all materials therein or transferred thereby and all intellectual property rights related thereto, are the exclusive property of us and its licensors and other partners where relevant.

11.2 Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a licence in or under any such intellectual property rights and you shall not modify, adapt, edit, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, or sell or resell any information, software, products or services obtained from or through the Website or our Services.

12. LINKS TO THIRD PARTY SITES

12.1 The Website may contain links to third party websites that are not owned, operated, or controlled by us. We cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies which own or operate them. We cannot and will not censor or edit the content of any third-party website. By using our Website or Services, you expressly relieve us from any and all liability arising from your use of any third-party website.

13. INTELLECTUAL PROPERTY

13.1 Everything located on or in the Website is the exclusive property of us or is being used by us with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the Website (or microsites) without the express written permission of us is prohibited. Any violation of this Clause may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

13.2 The Website contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Website are protected by copyright as a collective work under the applicable copyright laws. We own the copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under applicable copyright laws, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express written permission of us or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material from the Website.

13.3 You will not upload, post or otherwise make available on the Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. We do not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Website, you warrant that the owner of such material has expressly granted us the royalty free, perpetual, irrevocable, nonexclusive right and licence to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other users of our Website to access, view, store or reproduce the material for that users’ personal use. You also grant us the right to edit, copy, publish and distribute any material that you make available on the Website.

13.4 By posting or placing any information or other materials, including but not limited to any pictures, photographs or videos in the Website (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to us a perpetual, royalty free, non-exclusive, irrevocable, unrestricted, worldwide licence to use, copy, sublicence, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any such materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to the Website alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sub licences.

14. DISCLAIMER OF WARRANTY

14.1 Without prejudice to any provisions herein contained, you expressly agree that use of our Website is at your own risk.

14.2 To the maximum extent permitted by applicable laws, our Services are provided without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, neither we, our subsidiaries, affiliates or any of their respective staff members, agents, licensors, or any of their officers, directors, staff members or agents, warrant that use of the Website will be uninterrupted or error free; nor do they make any warranty as to:

14.2.1 the results that may be obtained from use of this Website; or

14.2.2 the accuracy, reliability or content of any information or Services provided through this Website.

14.3 The Website is made accessible on an “as is” and “as available” basis. We hereby disclaim any representations, warranties and conditions, whether express or implied, including those to title non-infringement, merchantability, and fitness for a particular purpose.

14.4 The Website is controlled and offered by us from our offices in Malaysia. We make no representations that the Website is appropriate or available for use in other countries or regions. Those who access or use the Website from other jurisdictions will have to satisfy themselves and ensure that they comply with local laws or regulations.

15. LIMITATION OF LIABILITY

15.1 You irrevocably agree that we are merely providing you a platform and therefore, you further acknowledge and agree that we are not responsible for:

15.1.1 any breaches, fraud, dishonesty, misfeasance or failure to discharge any duty of care or obligations on the part of any third parties contracting with you on the Website; and

15.1.2 any claims for injuries, illnesses, damages, liabilities and costs that you may suffer, directly or indirectly, in full or in part as a result of the acts or omissions of such payors or third parties or anything in relation to any contract or transaction that you may enter into with such payors or third parties, whether related to the use of our Services and/or our Website.

15.2 To the fullest extent permitted by the law, you agree to and hereby waive and release us and our holding company, subsidiaries, affiliate partners, officers, directors, staff members, stakeholders and agents from any liabilities arising from or related to:

15.2.1 any breaches, misfeasance or failure to discharge any duty of care or obligations on the part of any landlords or third parties contracting with you on the Website; and

15.2.2 any indirect, special, punitive, consequential (including but not limited to lost of profits or lost of data collected through our Services), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if we have been advised of the possibility of such damages.

15.3 To the maximum extent permitted by applicable law, we assume no liability or responsibility for:

15.3.1 any errors, mistakes or inaccuracies of the content;

15.3.2 any personal injury or property damage, or any nature whatsoever, resulting from your access to or use of our Services;

15.3.3 any unauthorised access to or use of our secure servers and/or any and all personal information stored therein;

15.3.4 any interruption or cessation of transmission to or from the Services;

15.3.5 any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Website by any third party;

15.3.6 any errors or omissions in any content or for any loss or damage incurred as a result of the use or any content posted, emailed, transmitted, or otherwise made available through our Services; and/or

15.3.7 any user content or the defamatory, offensive, or illegal conduct of any third party.

15.4 While receiving and processing the Payments, we merely act on the instructions of you and we shall not be liable for anything either before processing of the Payments or after we have processed the Payments.

15.5 Without prejudice to any provisions under this Clause 14, in no event shall the aggregate liability of us to you exceed RM1,000.00.

16. INDEMNITY

16.1 You agree to defend, indemnify and hold harmless we and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their staff members, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to:

16.1.1 your use of and access to the Services, including any data or content transmitted or received by you; or

16.1.2 your violation of any provisions of these Terms of Use, including without limitation your breach of any of the representations and warranties under Clause 5 herein;

16.1.3 your violation of any third party rights, including without limitation any right of privacy or intellectual property rights;

16.1.4 your violation of any applicable law, rule or regulation;

16.1.5 the information, details, content and documentations that are submitted via your CARDit account is misleading, false, incomplete or inaccurate;

16.1.6 your negligent or wilful act, omission or misconduct;

16.1.7 any other party’s access and use of the Service with your unique username, password;

16.1.8 the acts, omissions and default of your agents or representative in relation to the use of and access to the Website and our Services.

17. TERMINATION

17.1 We have the sole and absolute right to terminate or update these Terms of Use at any time, or suspend access to the Website immediately, without prior notice and without liability to you for any reasons whatsoever, including but not limited to the breach of all and any of the provisions of the Terms of Use on your part or for any other reasons whatsoever. Notwithstanding the foregoing, these Terms of Use shall survive any termination or suspension contemplated hereunder in favour of us.

18. ENTIRE AGREEMENT

18.1 This agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between you and us, whether written or oral, relating to our Services.

18.2 The following documents are incorporated into these Terms of Use:

18.2.1 Privacy Policy; and

18.2.2 Frequently Asked Questions.

18.3 In the event of any inconsistency between these Terms of Use and the above documents, these Terms of Use shall prevail.

19. NON-WAIVER

19.1 The failure of us in any one or more instance to enforce any of the provision of this Terms of Use shall not be construed as a waiver of future enforcement of that or any other provisions. No single waiver shall constitute a continuing or subsequent waiver.

20. SEVERABILITY

20.1 If any provision of this Terms of Use shall for any reason, be held to be illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Terms of Use and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Terms of Use.

21. ASSIGNABILITY

21.1 This Terms of Use, and any rights and licences granted hereunder, are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned by us without restriction. Any attempted transfer or assignment is violation hereof and shall be null and void save and except that we have the sole and absolute right to do so without reference or consent from you.

22. INDEPENDENT CONTRACTORS

22.1 Nothing herein shall be deemed or construed by you and us nor by any third party as creating a relationship of principal and agent, or partnership or joint venture between you and us or any of your and our respective agents hereto.

23. GOVERNING LAW AND DISPUTE RESOLUTIONS

23.1 These Terms of Use shall be governed by and construed in accordance with the laws of Malaysia.

23.2 Any dispute, controversy or claim arising out of or relating to these Terms of Use, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC”), by one (1) arbitrator appointed by the Chairman of the AIAC for the time being. The seat of arbitration shall be in Kuala Lumpur, Malaysia and the language to be used in the arbitral proceedings shall be English.

24. PERSONAL DATA PROTECTION

24.1 You agree that you shall not perform or caused to be performed any act which violates Personal Data Protection Act 2010 (including its subsidiary legislations and guidelines) (“PDPA 2010”) or any applicable laws of any countries of similar nature in which each party carries out its businesses and shall exercise a reasonable degree of skill, due diligence, prudence and foresight to comply with all principles set out herein including, registering itself with the Personal Data Protection Commissioner as data user (if applicable), having in place adequate and reasonable procedures, protection and measures and continue to keep such procedures, protections and measures in place, in order to maintain the confidentiality and prevent unauthorized use and unauthorized disclosure of any personal data which came into possession of each Party in the course of the Transactions and that it will not make any copies of the personal data or reproduce any of it in any form.

24.2 You must strictly comply with GHL’s Group Personal Data Protection Policy, which is available at https://www.ghl.com/corporate-governance (“GHL Group Personal Data Protection Policy”). The Group Personal Data Protection Policy shall be read and construed as an essential part of this Agreement as if it has been incorporated herein.

25. ANTI-BRIBERY AND CORRUPTION

25.1 You shall comply with, and shall ensure that its officers, directors, employees, personnel and any third parties engaged or instructed to act for or on behalf of them (“Relevant Persons”) are aware of and comply with all anti-bribery and corruption laws applicable to this Agreement, including but not limited to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”) and the Anti-Corruption Commission Act 2009 (“MACCA”) (“ABC Laws”).

25.2 The Relevant Persons shall not take any actions or make any omissions that would cause the Parties to be in violation of any applicable ABC Laws.

25.3 The Relevant Persons shall not, directly or indirectly, offer, pay, promise to pay or authorise any bribe, other undue financial or other advantage or make any facilitation payment to, or receive any bribe or other undue financial or other advantage from, a public official or a private party in connection with this Agreement or any transactions undertaken for or on behalf of the Parties.

25.4 You must also strictly comply with GHL’s anti-bribery and corruption policy, which is available at https://www.ghl.com/corporate-governance (“Anti-Bribery and Corruption Policy”) by signing a Declaration of Integrity in such form and format as provided by GHL. The Anti-Bribery and Corruption Policy shall be read and construed as an essential part of this Agreement as if it has been incorporated herein.

26. LABOUR AND HUMAN RIGHTS POLICY

26.1 You must strictly comply with GHL’s Labour and Human Rights Policy available at https://www.ghl.com/corporate-governance as well as all standards, directives, guidelines and policies issued by the International Labour Organisation, which are hereby incorporated by reference and may be modified or amended from time to time by GHL without any prior written notice to you.