1. Definitions: In this Agreement, the capitalised terms listed below shall have the meaning as ascribed herein.
   1. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
   2. “Authorised Representative” means directors, employees, auditors, lawyers, representatives or agents of the Receiving Party to whom, Confidential Information may be disclosed by the Receiving Party.
   3. “Agreement” or “Master Services Agreement” means this agreement along with Service Order Forms issued pursuant to the terms hereof, executed between Curlec and the Merchant and as amended from time to time. For the purpose of giving full and proper effect to this Agreement and the SOF, both shall be read together and construed harmoniously. The terms of SOF shall prevail in the event of any inconsistencies with this Agreement.
   4. “AMLA” means the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act, 2001 of Malaysia, as may be amended from time to time.
   5. “API” or “Application Programming Interface” means a set of routines, protocols and tools developed by Curlec to provide the Services to the Merchant via a secure internet connection.
   6. “Applicable Laws” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local Governmental/Regulatory Authority having competent jurisdiction and force of law over, or application to the Party or subject matter in question, as may be amended from time to time. Applicable Laws shall without limitation include any notification, circular, guidelines, policy document, directive or other similar instruction issued by any Governmental/Regulatory Authority, including but not limited to BNM. 
   7. “Beneficial Owner” means an individual or natural person who ultimately owns or control an entity and does not include a nominee of any description, as determined in accordance with the Companies Act, 2016 of Malaysia and the Guidelines for the Reporting Framework for Beneficial Ownership of Legal Persons issued by the Companies Commission Malaysia, including any amendments, clarifications, frequently asked questions, etc. which may be issued from time to time. 
   8. “BNM” means Bank Negara Malaysia, the central bank of Malaysia.
   9. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities, and “Claim” shall be construed accordingly.
   10. “Confidential Information” means any information, data or document shared or disclosed by the Disclosing Party to the Receiving Party. Confidential Information may or may not be specifically marked and designated as ‘confidential’. Confidential Information shall include, but shall not be limited to, trade secrets, Intellectual Property, formulae, processes, APIs, algorithms, codes, data, ideas, concepts, strategies, inventions, data, network configurations, system architecture, designs, flow charts, drawings, proprietary information, business and marketing plans, financial and operational information, material or data relating to the current and/or future business and operations of the Disclosing Party. Analysis, compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on information disclosed by the Disclosing Party shall be deemed to be Confidential Information of the Disclosing Party. Confidential Information shall also include: (a) information disclosed to the Receiving Party by third parties on behalf of the Disclosing Party; and (b) Personal Data of Customers.
   11. “Curlec” means collectively, Curlec Sdn. Bhd. and its Affiliates who shall from time to time provide the Services to the Merchant pursuant to this Agreement and any SOF issued pursuant hereto, and “Curlec Entity” shall mean any one of them.
   12. “Customer” means the Merchant’s customer who will be making payments to the Merchant in consideration for goods/services availed of by the customer from the Merchant, and “Customers” shall be construed accordingly.
   13. “Dashboard” means a Curlec owned and established electronic information management tool that tracks, displays and stores metrics and data points and online terms pertaining to the Services being provided to the Merchant and which is accessible by the Merchant to facilitate the use of the Services. Dashboard can also be used by the Merchant to provide instructions relating to the Services, which shall be binding. 
   14. “Disclosing Party” means the Party which discloses Confidential Information to the other Party.
   15. “Effective Date” means the date of this Agreement.
   16. “Facility Providers” means banks, financial institutions, and technology service providers facilitating the provision of Services or any part thereof, including but not limited to: (a) acquiring banks; (b) banks issuing credit cards, debit cards, prepaid instruments and accounts; (c) card payment networks; and (d) payment system operators, and “Facility Provider” shall be construed accordingly.
   17. “Fees” shall bear the meaning ascribed to it in Clause 4.1.
   18. “FEP Notices” means the Foreign Exchange Policy Notices issued by BNM on 1 June 2022, including any amendments, clarifications, frequently asked questions, etc. which may be issued from time to time.
   19. “Force Majeure Event” means any event not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned hereinabove, comprise the following events and circumstances, namely: war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, moratoriums, any change in regulations resulting in practical impossibility to perform obligations, outages, downtimes and system failures experienced by a Facility Provider, riots, insurrection, prolonged labour stoppages, acts of terrorism, pandemic, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.
   20. “FSA” means the Financial Services Act, 2013 of Malaysia, as may be amended from time to time.
   21. “Governmental/Regulatory Authority” means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government, and “Governmental/Regulatory Authorities” shall be construed accordingly.
   22. “Intellectual Property” means data, information, inventions, intellectual properties (including patents, trademarks, copyrights, designs and trade secrets), “know-how”, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software and moral rights.
   23. “Invoice Dispute Notice” shall bear the meaning ascribed to it in Clause 4.4.
   24. “KYC” means know your customer norms as set out under the AMLA, MAS Policy Document, and other Applicable Laws, to the extent applicable to the Services and as may be determined by Curlec or the Facility Providers from time to time, including but not limited to due diligence processes to be conducted by Curlec on the Merchants in connection with onboarding of Merchants.
   25. “Losses” shall mean any actual and direct loss, damage, fine, penalty, cost and expense (supported by auditable documents evidencing such costs and expenses) and specifically excluding any and all special, indirect, remote or consequential losses, damages, fines, penalties, costs and expenses including but not limited to punitive or exemplary damages, loss of profits, loss of revenues, loss of opportunities or loss of goodwill.
   26. “Marks” shall bear the meaning ascribed to it in Clause 8.4.
   27. “MAS Policy Document” means the Policy Document on Merchant Acquiring Services issued by BNM on 15 September 2021, including any amendments, clarifications, frequently asked questions, etc. which may be issued from time to time.
   28. “Merchant” shall bear the meaning ascribed to it in Clause 1.
   29. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.
   30. “PDPA” means the Personal Data Protection Act, 2010 of Malaysia, as may be amended from time to time.
   31. “Personal Data” means ‘personal information’ and ‘sensitive personal data or information’ as defined under the PDPA, as amended from time to time, including any information in respect of commercial transactions which: that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of Curlec as a data user, including any sensitive personal data and expression of opinion about the data subject.
   32. “Politically Exposed Person” means an individual who is or has been entrusted with prominent public functions in a foreign country e.g., heads of States/Governments, senior politicians, senior government/judicial/military officers, senior executives of state-owned corporations, important political party officials, etc. 
   33. “Receiving Party” means the Party which receives, either itself or through the Authorized Representative, the Confidential Information from the Disclosing Party.
   34. “Ringgit Malaysia”, “RM” or “MYR” mean the lawful currency of Malaysia. 
   35. “Service Order Form” or “SOF” means any service order form referencing this Agreement and executed by Curlec and the Merchant, in the form as set out in Annexure II to this Agreement. For the avoidance of doubt, Affiliates of Curlec Sdn. Bhd. may enter into SOF with the Merchant in respect of the Services (or such part thereof) which it provides.
   36. “Services” means the services more specifically set out under the Service Order Forms to be provided by Curlec and shall include any updates, modifications or improvements thereto.
   37. “SST” means sales and service tax.  
   38. “Term” means a period commencing from the Effective Date until the termination of this Agreement in accordance with the provisions herein. 
   39. “UNSCR” means the United Nations Security Council Resolutions.
2. Interpretation: In this Agreement, unless the context requires otherwise:
   1. References to a person (or to a word importing a person) shall be construed so as to include that person’s successors in title and assigns or transferees permitted in accordance with the terms of this Agreement and references to a person’s representatives shall be to its officers, employees, legal or other professional advisers, consultants, sub-contractors, agents, attorneys and other duly authorised representatives.
   2. As the context may require, the singular of any defined term includes the plural and vice versa and any word or expression defined in the singular has the corresponding meaning used in the plural and vice versa.
   3. References to the word “day” or “days” shall mean calendar day or calendar days, respectively.
   4. The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.
   5. Clause headings in this Agreement are inserted for convenience only and shall not be used in its interpretation.

1. Subject to the Merchant’s compliance with this Agreement and the applicable SOF(s) and solely during the Term, Curlec agrees to provide to the Merchant, and the Merchant agrees to accept from Curlec, such Services as are set out in the applicable SOF, in accordance with the terms of this Agreement and the applicable SOF. The Merchant agrees that Curlec shall provide the Services to the Merchant for its legitimate, bona fide and legal business activities only, and that provision of Services by Curlec to the Merchant shall be governed by the terms and conditions of this Agreement (read with the applicable SOF). The Merchant agrees that Curlec reserves the right to update the Services from time to time.
2. The Merchant acknowledges and agrees that, in respect of any particular SOF, all references to “Curlec” in this Agreement (read with that SOF) shall mean such Curlec Entity who has entered into that SOF for provision of the Services therein. The Merchant further agrees that any claims relating to or arising from the SOF shall be brought solely against such Curlec Entity. Curlec Sdn. Bhd. (unless it is a party to such SOF) shall have no liability in respect of the same. 

1. Charges associated with the provision of the Services to the Merchant (“Fees”) shall be set forth in the applicable SOF for such Services. The Parties agree that such Fees shall be charged according to the manner, rates and frequency specified in the applicable SOF. Unless otherwise specified in the SOF, all Fees will be deducted from the monies required to be settled to the Merchant.
2. Monthly invoices shall be raised by Curlec in respect of the Fees charged for the Services provided during such month. Invoices are available on the Dashboard on a monthly basis. Any reasonable dispute in respect of an invoice must be communicated by the Merchant via a notice (“Invoice Dispute Notice”) to Curlec within a reasonable period, but no later than ten (10) days from the date of the invoice. Curlec shall use good faith and efforts to reconcile any reasonably disputed amounts, in accordance with Applicable Laws.
3. The Parties agree that the Fees are exclusive of applicable taxes, duties or other levies attributable to the Services provided and Curlec shall charge such applicable taxes, duties or levies on the Fees from time to time. It is agreed that any statutory variations in applicable taxes, duties or levies during the subsistence of this Agreement shall be borne by the Merchant.
4. The Merchant shall be solely responsible for updating their SST registration number on the Dashboard before Curlec generates the invoice on the Dashboard and shall also submit the SST certificate as part of KYC. Curlec shall raise a SST tax invoice and report the transactions in the SST returns based on the information provided by the Merchant. The SST returns will be filed as per the statutory timelines, to enable the Merchant to avail appropriate input tax credit. Curlec shall not be responsible for any mistake and or misrepresentation by the Merchant in updating the SST number and other relevant particulars as per the Merchant’s SST certificate. Further, any liability raised on Curlec by the relevant Governmental/Regulatory Authority due to incorrect information provided by the Merchant or deliberate withholding of any statutory information by the Merchant, shall be recovered from the Merchant.

1. Each Party represents to the other Party that:
   1. It is duly incorporated or established under the laws of its jurisdiction and has all requisite power and authority to own and operate its business.
   2. It has the full legal capacity and power to enter into, exercise its rights under, and perform its obligations under this Agreement.
   3. The execution, delivery and performance of this Agreement has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind the Merchant’s business and company/firm/organization.
   4. It has duly executed this Agreement, which forms a legal, valid and binding obligation, enforceable in accordance with its terms.
2. Curlec hereby warrants that:
   1. Curlec is and shall remain Payment Card Industry Data Security Standard (“PCI DSS”) certified during the performance of this Agreement.
   2. The Services to be rendered do not infringe any third party’s intellectual property rights.
3. The Merchant hereby represents, warrants and covenants that:
   1. It shall implement, observe and comply with applicable requirements prescribed under Applicable Laws, including but not limited to the provisions of the FSA, AMLA, PDPA and the corresponding rules, regulations, guidelines, etc. made thereunder required for its business and, including without limitation for: (i) procuring or obtaining relevant registrations, licences, approvals, permits, certificates, etc.; and (ii) paying and remitting taxes, levies, fees, contributions, etc. The Merchant hereby indemnifies Curlec from all liabilities arising out of the Merchant’s non-compliance with Applicable Laws.
   2. It does not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Curlec’s sole discretion, and the Merchant shall be liable to indemnify Curlec from any Losses arising from such breach.
   3. Its use of the Services and sale of its products/services are solely for its own bona fide business activities, which are in compliance with Applicable Laws and guidelines and notices issued from time to time by the Facility Providers. It is further clarified that the Services shall not be used for any other purpose and/or for illegitimate or illegal purposes.
   4. It will only use the Services for those activities which the Merchant registered for when entering into this Agreement as reflected and as set out in the onboarding form filled on Dashboard, or as otherwise approved in writing by Curlec from time to time.
   5. It shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or its Affiliates.
   6. Its use of the Services does not facilitate any activity which is unlawful, illegal, unauthorised, or which is carried on with an intent to defraud, or is likely to result in unjust enrichment and/or unlawful gain of the Merchant or any third parties, including its Affiliates.
   7. Its use of the Services does not facilitate the offer, sale or purchase of prohibited products and/or services enumerated in Annexure I of this Agreement, as may be updated from time to time.

1. The Merchant agrees and covenants that before the commencement of any Service under this Agreement, it shall provide the necessary documents (as determined at Curlec’s sole discretion) to enable Curlec to conduct the due diligence in respect of, inter alia, the Merchant and its business/activities. Curlec shall have the right to share the KYC documents (or the information therein) and other related documents with the Facility Providers or Governmental/Regulatory Authorities or legal enforcement agencies, as required under Applicable Laws. The Merchant expressly grants consent to Curlec to rely on the KYC documents provided by the Merchant in providing the Services. The Merchant further acknowledges and agrees that Curlec reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Services as necessary for the purpose of satisfying any Applicable Laws, legal process or governmental request.
2. During the Term, Curlec shall have the right to demand that the Merchant provides: (i) any additional KYC related documents; and/or (ii) any KYC related or other documents of the Customers or invoices, at its sole discretion and/or as per Applicable Laws or pursuant to requests from Governmental/Regulatory Authorities or the Facility Providers. The Merchant’s failure to submit the KYC documents when requisitioned shall entitle Curlec to suspend the Services and/or stop settlement of monies (as applicable) until the Merchant submits such KYC documents to the sole satisfaction of Curlec. 
3. As of the date of this Agreement and throughout the Term, the Merchant declares that the Merchant, its Affiliates and/or its Beneficial Owner are not a Politically Exposed Person. The Merchant shall forthwith inform Curlec in writing if this declaration becomes untrue during any period of the Term. 
4. The Merchant represents and warrants that it holds an informed consent of its Customers to share such Customer’s confidential information (including personal data) with Curlec and its Affiliates in connection with the Services and for further sharing with the Governmental/Regulatory Authorities as and when demanded under Applicable Laws, for the purposes of transaction tracking and fraud prevention. Further, the Merchant confirms that it has a valid consent from its Customers under its privacy policy or otherwise to enable Curlec and its Affiliates to share the Customer’s confidential information with Governmental/Regulatory Authorities for enquiries related to fraud, money laundering etc., and for compliance with Applicable Laws. 
5. The Merchant acknowledges that the Services are of complex nature and require the intervention and assistance of a number of parties including the Facility Providers. The Merchant acknowledges and agrees that Curlec shall only be liable for acts or omissions which are solely and directly attributable to Curlec.
6. The Parties agree that Curlec shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, Customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of the Merchant’s products or services. Such obligations shall be the sole responsibility of the Merchant. The Merchant shall indemnify Curlec against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.
7. The Merchant shall not (whether online or otherwise): (i) describe itself as an agent or representative of Curlec or the Facility Provider; (ii) represent that it has any rights to offer any products or services offered by Curlec or the Facility Provider; and (iii) make any representations to Customer or any third party or give any warranties which may require Curlec or the Facility Provider to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to the Customer or any third party.
8. The Merchant shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, the Merchant shall report to Curlec regarding such discrepancy within three (3) working days from the transaction date. Curlec shall not be liable for any reconciliation issue if the same is highlighted by the Merchant to Curlec after three (3) working days from the transaction date.
9. In order to be provided the Services by Curlec, the Merchant shall take all necessary steps to facilitate the integration of Curlec’s solutions with the Merchant’s platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of being provided the Services and intended to be used or accessed only by the Merchant.
10. Notwithstanding anything to the contrary, Curlec shall have the right to immediately suspend the Services and settlement of any monies or payments, at Curlec’s sole discretion and without any liability to the Merchant, to the extent applicable, in the event of the following:
    1. The Merchant breaches any clause of this Agreement or any other agreement it may have with Curlec.
    2. The Merchant facilitates any transaction which is unlawful or in contravention with Clauses 5.3.3, 5.3.4, 5.3.7 or Annexure I.
    3. Curlec receives instructions from the Facility Providers or Governmental/Regulatory Authorities or law enforcement agencies to either suspend the Services or part thereof, or directs to suspend the Services or part thereof, regardless of whether there is pending investigation/enquiry into the alleged illegal/unlawful activities of the Merchant. 
    4. The Merchant’s products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or the Merchant is suspected of selling counterfeit and/or knock-off goods.
    5. The Merchant uses the Services for any transactions which have a high-risk score as per Curlec’s internal fraud assessment tools and other policies.
    6. Curlec is of the opinion that there are suspicious circumstances surrounding the Merchant’s activities.
    7. Curlec is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to the Merchant’s use of the Services.
    8. The Merchant materially changes the type of products/services provided to the Customers as declared on the onboarding form, without obtaining Curlec’s prior written permission to use the Services for the new or changed types of services/products, or it is discovered by Curlec that the Merchant provided substantially misleading and/or false information about its products/services as part of the onboarding activities.
    9. Curlec, in its sole discretion, determines that the Merchant’s activities expose Curlec to risks which are unacceptable to Curlec.
    10. Curlec, in its sole discretion, is required to do so due to regulatory changes impacting the Services.
11. The Merchant shall be solely responsible for sorting or handling of any complaints received against the Merchant.

1. Each Party shall own all rights, title, and interests in its Intellectual Property.
2. All Intellectual Property (a) related to the Services contemplated under this Agreement, (b) pertaining to the Dashboard or API that are: (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice by Curlec or any of its Affiliates as a result of the Services performed by Curlec or such Affiliate, shall be and shall remain the exclusive property of Curlec or such Affiliate. For the avoidance of any doubt, Intellectual Property created by Curlec or its Affiliate in the course of undertaking its duties and obligations under or during the Term of this Agreement shall be owned by Curlec (or the Affiliate) unless otherwise stated in writing.
3. Curlec hereby only grants to the Merchant a limited license for the duration of the Term, for a non-exclusive, non-transferable, non-assignable and revocable right to use Curlec’s API, secret keys, Dashboard and other software which relates to integration with the Services. The Merchant shall in no event provide access to any third party to the foregoing and shall remain responsible for any unauthorised access or use of the same by any third party. 
4. Each Party owns all rights, title, and interest in its product and service names, logos, and registered or unregistered trademarks (collectively, “Marks”). The Merchant hereby grants Curlec a limited license to use, reproduce, publish, and use the Merchant’s Marks to identify the Merchant as a user of the Service. By way of example, use includes, without limitation, response to request for proposals/bids, testimonials, websites, marketing materials, and press releases/earnings announcements.
5. The Merchant shall not, and shall not permit a third party to reverse engineer, decompile, disassemble or otherwise attempt to learn, access or use the source code composed in the Services.

1. The Receiving Party shall, itself and through its Authorised Representatives, keep the Confidential Information confidential at all times, notwithstanding the termination or expiration of this Agreement.      
2. Disclosure to the Authorised Representative: The Receiving Party shall have the right to disclose the Confidential Information to its the Authorised Representative, strictly on need-to-know basis.
   1. In the event the Confidential Information is disclosed to the Authorised Representative, the Receiving Party shall ensure that the Authorised Representative is under confidentiality obligations equivalent to or stricter than the terms of this Agreement.
   2. The Receiving Party shall ensure that all obligations on such Authorised Representative are strictly enforced and the Receiving Party shall remain responsible for the conduct of such Authorised Representative in terms of the Confidential Information.
   3. The Receiving Party shall ensure that the Authorised Representative does not disclose the Confidential Information to any third party, except as provided in Clause 9.3.
   4. The Receiving Party shall be solely liable for any breach of confidentiality of Confidential Information by the Authorised Representative.
   5. The Receiving Party shall immediately notify the Disclosing Party of any actual or potential breach of this Clause. Each Party shall, reasonably co-operate with the other Party in any investigation, prosecution, litigation or other action related to the Confidential Information.

    

3. Exclusions: Obligations under this Agreement will not apply to Confidential Information which:
   1. is disclosed to the Receiving Party by a third party without any confidentiality obligation;
   2. is expressly authorized in writing by the Disclosing Party;
   3. is in the public domain or becomes part of the public domain through no omission by the Receiving Party or the Authorised Representative;
   4. is required by Applicable Laws, court order or legally binding instructions of the Facility Provider, Governmental/Regulatory Authority or law enforcement agencies;
   5. is, at any time, developed independently by the Receiving Party, as maybe evidenced by written records; and/or
   6. was known to the Receiving Party prior to disclosure, and as may be evidenced by written records.
4. Injunctive relief: Parties understand that monetary damages may be an inadequate compensation to the Disclosing Party in the event the Receiving Party breaches any provision of this Clause. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach provided however that aforesaid remedy shall not limit the rights of the Disclosing Party under Applicable Laws.
5. Subject to its obligations under Applicable Laws, upon termination or expiration of this Agreement, the Receiving Party shall promptly return all the Confidential Information to the Disclosing Party. The Receiving Party may retain a copy of the Disclosing Party’s Confidential Information for compliance of its obligations pursuant to Applicable Laws.

1. Each Party agrees to comply with all Applicable Laws pertaining to data protection, including the PDPA and all applicable policy document(s) issued by BNM at all times. 
2. The Merchant further represents and warrants to Curlec that:
   1. any Personal Data obtained from Curlec will not be used for any purpose other than for the purposes of this Agreement, save and unless prior consent has been obtained from Curlec;
   2. it will not disclose personal data to any third party unless prior written consent from Curlec and the data subjects have been obtained;
   3. it will treat all Personal Data as confidential in nature and it will ensure that access to the Personal Data is only limited to relevant personnel who require access to the Personal Data to fulfil his/her functions;
   4. it will ensure its employees, agents and subcontractors are aware of their obligations under the PDPA in relation to the protection, handling and security of the Personal Data which he/she has access to; 
   5. it has sufficient technical and organisational security measures which meet the standards of the PDPA, the Personal Data Protection Standard 2015 and any other standard which may be set by Curlec or the Personal Data Protection Commissioner of Malaysia in place for the purposes of protecting the Personal Data from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration or destruction;
   6. without prejudice to Clause 10.2.5, it has adequate recovery and resumption capability which meet the standards of Curlec or which are prescribed by any Applicable Law to ensure that all Personal Data is secured and protected from any loss;
   7. it will ensure any requests received by it to give access to and/or correct the Personal Data and/or complaint in respect of the Personal Data will be forwarded to Curlec immediately, and it will provide full co-operation and assistance to Curlec in complying with or otherwise responding to such requests received; 
   8. it will, to the best of its knowledge, ensure that the Personal Data is accurate, complete, not misleading and kept up-to-date; 
   9. it will, upon termination or expiration of this Agreement, return to Curlec or otherwise destroy and permanently delete in a secure manner, to the extent that the information is irretrievable or undecipherable, all information relating to data subjects; 
   10. it will not transfer any of the Personal Data outside of Malaysia without prior consent from Curlec or the data subjects;
   11. it will not do anything in relation to the Personal Data which could cause Curlec to be in breach of any of its requirements under any applicable data protection laws in force at any point in time;
   12. it will immediately notify Curlec in writing if:
       1. any Personal Data is lost, misused, modified or subject to unauthorised or accidental access or disclosure, alteration or destruction; and/or
       2. there is any reason to believe that any of the Merchant’s employees, agents or subcontractors has obtained unauthorised access to the Personal Data which compromises the security, integrity and confidentiality of the Personal Data, or if it would result in a breach of any personal data protection law; and
   13. it will not hold Curlec liable for any data security breach through no fault of Curlec, including but not limited to, any unauthorised or unlawful processing or disclosure, accidental loss of, damage to, alteration of, destruction of any Personal Data (“Data Security Breach”).
3. The Merchant undertakes that it will grant access to Curlec, any external auditors engaged by Curlec and/or BNM as and when requested to inspect and to conduct audits on the Merchant, and any of the Merchant’s agent’s or subcontractor’s premises, activities, data processing facilities, procedures and documentation to ensure that the Merchant is in full compliance with the PDPA and any policy by Curlec.
4. The Merchant undertakes to indemnify and keep Curlec indemnified against any breach of any applicable data protection laws arising from or in connection with the processing of Personal Data by the Merchant (including its employees, agents and sub-contractors) through no fault of Curlec, which renders Curlec liable for any costs, fines, damages, claims or expenses.
5. In the event of a Data Security Breach, the Merchant will:
   1. immediately investigate, correct, mitigate, remediate and otherwise handle the Data Security Breach, including identifying Personal Data affected by the Data Security Breach and taking sufficient steps to prevent the continuation and recurrence of the Data Security Breach; and 
   2. provide information and assistance needed to enable Curlec to evaluate the Data Security Breach.

Each Party agrees to comply with all Applicable Laws pertaining to anti-bribery and anti-corruption, including those which prohibit their officials, representatives, agents or any other person associated with or acting on behalf of such Party from giving, offering, promising to offer, receiving/accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, publics servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government–owned, government–controlled or government-linked companies, public international organisations and political parties. Each Party also agrees not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in favour of such Party.

The Merchant undertakes that it shall all times during the Term, comply with the mandates of OFAC, UNSCR, and any other relevant Government/Regulatory Authorities and agrees that neither the Merchant nor any of its Affiliates has directly or indirectly lent, contributed or otherwise made available funds to any third parties, Affiliates, joint venture partners or any other person or entity for the purpose of financing the activities of any person currently subject to the OFAC, UNSCR, or any other relevant Government/Regulatory Authorities’ sanction lists.

1. Curlec shall indemnify and hold the Merchant, harmless from and against all Claims directly arising out of or resulting from:
   1. fraud, and willful misconduct by Curlec in the performance of this Agreement;
   2. violation of Applicable Laws by Curlec in the performance of this Agreement;
   3. any claim that the Services infringe intellectual property rights of a third party provided that such infringement has resulted in a disruption in the Merchant’s access to or use of the Services; or
   4. breach of Curlec’s confidentiality obligations under Clause 9 (Confidentiality).
2. Curlec shall, at its expense and discretion, defend such claims mentioned in Clause 13.1 above, provided that the Merchant: (a) promptly notifies Curlec of the threat or notice of such Claim; (b) gives Curlec sole control of the defense and settlement of the Claim; and (c) fully cooperates with Curlec in connection therewith. Curlec’s indemnification obligation shall be offset to the extent its ability to defend or settle a claim is jeopardized by the Merchant’s failure to comply with this Clause 13.2.
3. The Merchant shall indemnify and hold Curlec, its directors, managers, officers, employees and agents harmless from and against all Losses arising from claims, demands, actions or other proceedings as a result of:
   1. fraud, negligence and wilful misconduct by the Merchant in the performance of this Agreement;
   2. violation of Applicable Laws by the Merchant in the performance of this Agreement;
   3. breach of the Merchant’s obligations under Clause 8 (Intellectual Property) and Clause 9 (Confidentiality);
   4. disputes raised by the Customers; or
   5. third party claims against Curlec arising out of the Merchant’s use of the Services.

1. SUBJECT TO APPLICABLE LAWS AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, LOST PROFITS OR ANY LOSSES DUE TO ACTIONS OF THE FACILITY PROVIDERS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY; (B) CURLEC’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS RELATING TO THE SERVICE(S), WILL NOT EXCEED AN AMOUNT EQUAL TO ONE MONTH’S FEES PAID BY THE MERCHANT FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE LIABILITY. CURLEC’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE PROPORTIONATELY REDUCED TO THE EXTENT ANY LOSS OR DAMAGE IS CONTRIBUTED TO BY THE MERCHANT, ITS AFFILIATES OR ITS THIRD PARTY PROVIDERS.
2. DISCLAIMER OF WARRANTY: CURLEC WARRANTS THAT THE SERVICES SHALL BE PROVIDED MATERIALLY IN ACCORDANCE WITH THE SERVICES DOCUMENTATION AVAILABLE AT CURLEC.COM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON “AS IS” BASIS. THE MERCHANT ACKNOWLEDGES THAT CURLEC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR FIT FOR SPECIFIC BUSINESS PURPOSES OF THE MERCHANT.

1. This Agreement shall be deemed effective as of the Effective Date and shall continue through the Term. The Services shall commence on the start date specified in each SOF or the date of the Merchant’s use of the Services, whichever is earlier, and shall continue until this Agreement or the applicable SOF is expired or earlier terminated by either Party in accordance with the terms of this Agreement.
2. Either Party may terminate this Agreement or a specific SOF by written notice to the other party upon occurrence of any of the following events:
   1. If a Party breaches this Agreement and does not cure such breach within fifteen (15) days of notice of such breach from the non-defaulting Party; or
   2. If a Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
3. Curlec may terminate this Agreement or a specific SOF
   1. by thirty (30) days’ written notice to the Merchant; 
   2. immediately if Curlec, in its sole discretion, determines that the Merchant’s activities reflect negatively on the brand or reputation of Curlec or the Facility Providers; or
   3. upon Curlec’s receipt of a direction or order from BNM pursuant to the FSA to terminate this Agreement
4. This Agreement (including all SOFs) shall be immediately terminated in the event that the Merchant has been charged or convicted of a criminal offence relating to fraudulent or illegal activity.
5. In the event this Agreement or a particular SOF is terminated, the following shall be the consequences:
   1. In the event this Agreement is terminated, all subsisting SOFs shall also be automatically terminated with effect from the date on which this Agreement is terminated, and all or any sums and charges payable under this Agreement and/or all SOFs which are unpaid at the effective date of termination shall forthwith become due and payable by the Merchant.
   2. In the event of the termination of a particular SOF (but not the termination of this Agreement), all or any sums and charges payable under that SOF which are unpaid at the effective date of termination shall forthwith become due and payable by the Merchant.
   3. The termination of one or more SOFs shall not impact the other subsisting SOFs or this Agreement
   4. Unless otherwise agreed between the parties, all subsisting SOFs shall be automatically terminated if this Agreement is terminated. 
   5. The Merchant agrees that it shall be and remain liable after termination for any obligations and/or liabilities which occur post termination in relation to the Services provided by Curlec prior to such termination.
6. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party under, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
7. Unless specified otherwise the provisions of Clause 2 (Definitions) to the extent such definitions are used in Clauses which survive termination, Clause 6 (Responsibilities/Obligations of Merchant), Clause 14 (Limitation of Liability), Clause 15.5 and Clause 15.6 (Effect of Termination), Clause 17 (Governing Law and Jurisdiction), Clause 18 (Miscellaneous) shall survive termination/expiration of this Agreement. Clause 13 (Indemnity) shall survive termination of this Agreement for a period of one year from the date of termination.

1. Neither Party shall be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of a Force Majeure Event; provided that the Party affected by the Force Majeure Event shall give notice to the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable and in any case within seven (7) days from the date on which the affected Party knew of the occurrence of a Force Majeure Event.
2. Each Party shall make all reasonable endeavours to mitigate any delay or interruption to any part of the performance of this Agreement as a result of the occurrence of a Force Majeure Event.
3. If a Force Majeure Event which substantially impairs the performance by a Party of its material obligations under this Agreement occurs and such Force Majeure Event continues for a continuous period of more than ninety (90) days, then either Party may terminate this Agreement at any time thereafter by giving seven (7) days’ prior written notice to the other Party.

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. The courts of Malaysia shall have exclusive jurisdiction in respect of any such disputes or claims.

1. 1. Notices- Any notice to be given by a Party under this Agreement shall be in writing. Such notice shall be delivered by hand, email, airmail, postage (prepaid), reputed overnight courier service, to the Party to which it is addressed at such Party’s address as specified below or at such other address as each Party shall from time to time have designated by providing fifteen (15) days prior written notice and shall be deemed to have been duly given or made when delivered as aforesaid. 

In the case of Curlec: 

In the case of the Merchant:

1. Assignment- The Merchant shall not assign its rights or obligations under this Agreement without written consent of Curlec. Curlec may assign its rights or obligations under this Agreement (including under any of the SOFs) at any time to any of its Affiliates.
2. Amendment- Subject to the changes in Annexure I or such changes as are required to comply with Applicable Laws, this Agreement can be modified only upon written consent of each Party.
3. Severability- If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
4. Set-off- Without prejudice to any other rights or remedies Curlec may have, the Merchant agrees and confirms that Curlec shall have the right to set-off by whatever means the whole or any part of the Merchant’s liability to Curlec under this Agreement (or any other agreement between the Merchant and Curlec or its Affiliates) against any funds, sums or other amounts credited to, or owing to, the Merchant under this Agreement (or any other agreement between the Merchant and Curlec or its Affiliates). The Merchant agrees that Curlec may exercise the right of set-off at any time, without prior notice to the Merchant. In the event such set-off does not fully reimburse Curlec for the liability owed, the Merchant shall pay Curlec a sum equal to any shortfall thereof.
5. Entire Agreement- This Agreement expresses the understanding of the Parties with respect to the subject matter hereof. Save for the online terms and conditions of Curlec, provisions or terms of any invoice or purchase order or any online terms and conditions (including terms and conditions of the Merchant), whether executed or published before or after the Effective Date, shall not apply in any manner whatsoever, to the relationship between the Parties unless such terms are specifically incorporated in this Agreement.
6. Execution and Counterparts- This Agreement can be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“PDF”) shall be as effective as signing and delivering the counterpart in person.
7. Waiver- All rights available to either Party under this Agreement or any other document delivered hereunder or in connection herewith, or allowed it by law or equity, are and shall be cumulative and may be exercised separately or concurrently and from time to time without waiver of any other remedies. Neither Party shall be deemed to have waived any right, power or privilege under this Agreement unless such waiver shall have been expressed in a written instrument signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision or a right of such Party to thereafter enforce such provision or any other provision of this Agreement.
   

   IN WITNESS THEREOF BOTH PARTIES DULY REPRESENTED HAVE SIGNED THE PRESENT AGREEMENT.

   CURLEC	MERCHANT
   ___________________________________________ Authorized Signatory (for Curlec Sdn. Bhd. and on behalf of its Affiliates)	____________________________________________ Authorized Signatory

1. Subscription services provide the Merchant the platform to create and manage subscription plans for the Customers with automated recurring transactions. With this product, the Merchant can: (i) create multiple subscription plans for the Customers; (ii) automatically charge the Customers based on a billing cycle that they control; and (iii) get instant alerts on payment activity as well as the status of subscriptions.
2. The Merchant acknowledges and agrees that this SOF: (i) shall apply for debit, credit and prepaid instruments or other methods as notified from time to time (each, a “Card”) of the Customers; and (ii) does not apply to once-only/one-time payments.
3. The Merchant acknowledges and agrees that:
   1. The Customer desirous of opting for e-mandate facility on a Card is required to undertake a one-time registration process, with an Additional Factor Authentication (“AFA”) validation by the issuer bank and that an e-mandate on Card of the Customers for recurring transactions shall be registered only after successful AFA validation.
   2. Where the first transaction is being performed along with the registration of e-mandate, the AFA validations for the first transaction and the registration of e-mandate may be combined. Subsequent recurring transactions shall be performed only for those Card which have been successfully registered and for which the first transaction was successfully authenticated and authorised.
   3. On successful registration and approval of the e-mandate request, Curlec shall, on a periodic basis (as per the e-mandate), initiate subsequent recurring payments unless such e-mandate is modified or de-registered by the Customer.
   4. Curlec expressly disclaims all liability for any outages or failures attributable to the Facility Providers.
4. The Merchant further acknowledges and agrees that in order to process recurring transactions, the Customer’s card details will need to be saved/secured/tokenized in accordance with Applicable Laws. Accordingly, for custom checkout and server-to-server integration, the Merchant shall:
   1. solely be responsible for obtaining informed consent from the Customers for the purpose of processing of e-mandates, including saving/securing/tokenizing the Customer’s card details, in accordance with the Applicable Laws. Such consent shall be explicit and not by way of a forced/default/automatic selection of check box, radio button, etc;
   2. share the Customer consent with Curlec for Curlec to trigger the AFA with the issuing bank which is required to both save the card and process the e-mandate registration. The Merchant acknowledges and agrees that if such Customer consent is not shared during the payment flow, then Curlec will not tokenise the card or process the e-mandate/ recurring transaction.
5. The Merchant agrees that payments effected, or funds debited from a Customer’s bank account on the following grounds shall not be the responsibility of Curlec and no liability shall arise for Curlec in respect of such Customer claims:
   1. the Customer disputing a transaction as not done or authorized by him/her;
   2. the charge/debit on the Customer’s bank account has occurred because of hacking, phishing, breach of security/encryption of the Customer’s personal data through the Merchant’s platform or any other third-party platform other than that of Curlec; or
   3. the Customer claiming refund of the amounts deducted from his/her bank account on any ground whatsoever, including the Customer’s dissatisfaction with the Merchant’s sale of the goods and/or services to the Customer.
6. The Parties agree that there are instances where Curlec is only acting as a technical service provider and the Merchant is the token requestor for the purposes of saving/securing/tokenising the card and the Merchant shall accordingly be liable to pass the Customer’s informed consent for saving the card and registering the e-mandate to Curlec. The Merchant agrees that Curlec shall have no liability towards the Merchant or any third party for the Merchant’s acts or omissions or its failure to comply with Applicable Laws.
7. The Merchant agrees to keep Curlec fully indemnified at all times from and against all losses, damages, penalties, etc., incurred by or imposed on Curlec to the extent it arises from any act or omission on the part of the Merchant (including a breach by the Merchant of Clauses 1.2 to 1.6 of this SOF).
8. The Merchant shall maintain records of its activities under this SOF, including where applicable keeping log of all instances of obtaining Customer consent, and shall provide the same to Curlec on a real time basis or as requested from time to time. In addition to any right under the Agreement, Curlec and the Facility Providers have the right to audit the Merchant’s compliance with the terms of this SOF at any time upon notice to the Merchant.
9. The Merchant agrees it shall be solely responsible for any hashed string storage undertaken by it.

1. The parties agree that the terms of this SOF are in addition to the terms of the Agreement. In the event of any conflict between the Agreement and SOF, the SOF shall prevail over the Agreement. To the maximum extent feasible, they shall be construed harmoniously.
2. Capitalised terms used herein but not defined in this SOF shall have the meaning ascribed to such terms in the Agreement.

1. The Merchant represents and warrants that it shall, during the term of this SOF, implement, observe and comply with applicable requirements prescribed under Applicable Law including but not limited to the provisions of the MAS Policy Document. The Merchant shall further ensure that its operations are in compliance with Applicable Law, including the MAS Policy and that it shall not undertake any action in breach of the same.
2. The Merchant shall comply with, and shall ensure that the third party service providers that the Merchant engages or enter into an agreement with for payment processing services comply with, the PCI DSS, as may be amended from time to time and the Payment Application-Data Security Standard (“PA-DSS”), or such other applicable requirements, regulations or standards as is required by Applicable Law or Curlec, to, among others, protect customer data and information. The Merchant shall also submit an annual report in writing to Curlec, signifying proof of compliance with the above.
3. If the Merchant becomes aware that it will not be or is likely not to be, in compliance with PCI DSS or PA-DSS, or such other applicable requirements, regulations or standards as described in Clause 3.2 above, for any reason, it will promptly report in writing to Curlec such non-compliance or likely non-compliance.
4. The Merchant shall provide Curlec with evidence of compliances listed in this Clause 3 at Curlec’s request and provide, or make available, to Curlec copies of any audit, scanning results or related documents relating to such compliance. Notwithstanding the above, Curlec shall have the right to conduct a security audit of the Merchant, to check Merchant’s compliance with this Clause 3 and in such cases, the Merchant shall extend full co-operation to Curlec and its representatives so as to enable them to conduct the audit to their sole satisfaction.
5. The Merchant agrees to adopt and enforce any information security requirement that Curlec may deem advisable in order to facilitate reasonable security processes and procedures.

This SOF shall continue to be valid until it has been terminated in accordance with the provisions of this Agreement.