AA Money Changing 151014 Legal Review (for Finance)

8/10/2019 AA Money Changing 151014 Legal Review (for Finance)

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MASB1/2014-6 Money Changing Agreement Page 1of 31

DATED 28thAUGUST 2014

Between

MERCHANTRADE ASIA SDN BHD (Company No: 410591-T)

And

TELUK DATAI RESORTS SDN BHD (Company No: 123085-M)

AGENCYAGREEMENT[MONEY CHANGING SERVICES]


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No. Contents Page

1. Definitions 3

2. Construction and Interpretation 6

3. Effective Date of Agent Appointment 6

4. Appointment and Relationship 7

5. Money Changing Procedures 7

6. Promotional Materials 8

7. Software & System Security 9

8. Copying 9

9. Reverse Engineering 9

10. Agent Security Data 10

11. Operation and Business 10

12. Reporting Obligations 11

13. Relocation, New Location, Changes in Directors/ Shareholding Structure or CEO 11

14. Prohibitions 12

15. Indemnity, Liability and Exclusion of Liability 13

16. Exchange Rate, Monthly Fee& Risk 1317. Review of Business Performance and Monthly Fee 15

18. Locations 15

19. Advertising 15

20. Ownership of Intellectual Property Rights in General 15

21. Confidentiality 15

22. Personal Data Protection 16

23 Suspension 17

24. Termination and Effect of Termination 18

25. Taxes and Costs 21

26. Force Majeure 21

27. Representation 22

28. Sub-contract and/or Assignment 22

29. Waiver 22

30. Variation 22

31. Notices 22

32. Inspection 2333. Non-Exclusivity 23

34. Records 23

35. Severability 24

36. Entire Agreement 24

37. Governing Law and Jurisdiction 24

38. Authorized Personnel 24

39. Third Party 24

40. Inconsistency 24

41. Counterparts 25

42. Special Conditions 25

43. Miscellaneous 25

44. Title and Headings 25

45. Schedule 1 26

46. Execution 28

47. Appendix 1 29

48ps. Appendix 2 30


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THIS AGREEMENTis entered on this 28 day of August 2014

Between

MERCHANTRADE ASIA SDN BHD [Company No: 410591-T], a company incorporated in Malaysiaand having its corporate office at Suite 1632, 16th Floor, Block A, Damansara Intan, No. 1 Jalan SS20/27,47400 Petaling Jaya, Selangor Darul Ehsan (hereinafter referred as Principal)

And

TELUK DATAI RESORTS SDN BHD [Company No:123085-M], a company incorporated in Malaysiaand having its registered address at Level 7, Menara Milenium, Jalan Damanlela, Pusat BandarDamansara, Damansara Heights, 50490 Kuala Lumpur (hereinafter referred asAgent)

Principal and Agent are collectively referred to as the Parties, and each , a Party

A. RECITALS

WHEREAS, the Principal is a Bank Negara Malaysia (hereinafter referred as BNM)s MoneyServices Business Principal lLicensee and among others is permitted to appoint agents toprovide money changing services.

WHEREAS, the Agent is desirous to be appointed by the Principal to offer money changingservices

WHEREAS, Principal wishes to appoint the Agent and the Agent is desirous to accept suchappointment as the Principals Agent to facilitate money changing services at the Agentslocation(s) as stated in Appendix 1 through the MMES (hereinafter defined) in accordancewith applicable laws, rules and the provision of this Agreement.

NOW IT IS HEREBY AGREEDas follows :-

1. DEFINITIONS

Agreement means this Agreement, all amendments and supplements to this Agreementand all schedules appendixes and annexures to this Agreement.

Agent Code means a specific alphanumeric assigned to the Agent for the purpose ofidentification.

Agent Security Data means the Agent Code, User Name and Passwords assigned to theAgent by the Principal.

Bank(s)means commercial bank or banks incorporated in Malaysia and shall include alltheir branches in Malaysia.

Businessmeans the business of operating the Services, in accordance with the terms andconditions set out in this Agreement.

Business Day(s) means a day in which banks are open for business in Malaysia.

Comment [NSSAS1]: To be current


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Certificate of Appointment means certificate issued by the Principal to Agent to formalizeAgents appointment as Principals Agent to conduct money services business in accordancewith the terms of this agreement.

Confidential Information means, with respect to the Principal, any or all business ortechnical information, including but not limited to, terms and conditions of this Agreement,training materials, transactions, software, MMES, password, Customer Information, writtenpolicies and procedures (without limitation Operating Procedures) provided to the Agent inconnection with this Agreement and / or Services.

Customer means any individual who subscribes to the Services as provided under thisAgreement.

Customer Information means all particulars of the Customer which the Agent receivesduring the course of providing the Services under this Agreement.

Designated Equipment means theequipment(s) designated inAppendix 2 to facilitate theServices in accordance to the terms of this Agreement.

Documentation means operating manuals and other printed materials including usermanuals and modification manuals issued by the Principal which are designed to assist orsupplement the understanding or application of the MMES.

Effective Datemeans a date as determine in clause 3.2of this Agreement.

Full Agent refers to an Agent who is not a licensee under the Money Services Business Act2011.

Intellectual Property Right refers to all the Principals vested contingent and futureintellectual property rights including but not limited to goodwill, reputation, rights in trade

secrets and confidential information, copyright, trademarks, services, marks, plans, models,diagrams, specifications, source and object code materials, data and processes, design rights,patents, know-how, inventions, database rights (whether registered or unregistered) and anyapplications or registrations for the protection of these rights and all renewals and extensionsthereof existing in any part of the world whether now known or in the future created.

Legal Requirements means the laws, regulations, policies, guidelines, directive, circulars,rules and requirements (whether or not having the force of law) in the relevant jurisdictiongoverning the Principal and Agent, the Business and the Parties (as may be applicable),including without limitationwhich may includeAnti-Money Laundering and Anti-TerrorismFinancing Act 2001,Money Services Business Act 2011, Personal data Protection Act 2010 andshall include such notices, circulars, requirements or policies that the Principal mayintroduce or stipulate from time to time at its sole and absolute reasonablediscretion.

Location(s) means a location(s) referred in Appendix 1 which is/are operated by theAgent to facilitate the Services subject to the Principal obtaining BNMs written approval ofsuch location(s).

Comment [NSSAS2]: Kindly explain

difference between a Full Agent and an A

Propose to delete this definition and all t

relating to Full Agent if not applicable.

Comment [NSSAS3]: The Agent is in

business of hotel and not money changin

the definition of Legal Requirement shou

so strict on the Agent and impose all law

money changer on us.

Proposed to be reworded as proposed. T

is to provide training which includes awa

the related law which may be applicable Agent.


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Lossincludes loss, damage, claim, costs, charges, damages and/or expenses of whatsoever

nature (including any loss of profits, lost savings, loss of data, special, incidental, punitive orexemplary losses and consequential damages), howsoever arising whether direct, indirect,joint, several, actual, contingent or otherwise (including legal fees on a full indemnity basis),and includes without limitation claims made by third party and claims for defamation,infringement of intellectual property rights, death, bodily injury, wrongful use of computersand unauthorized or illegal access to computers (including but not limited to hacking),property damage or pecuniary losses howsoever arising.

Licensed Money Dealers refers to Currency Wholesalers, Money Changers, Banks andIslamic Banks that are licensed by BNM.

MMES means Merchantrade Money Exchange System, the Principals proprietarysoftware provided by Principal for the Agents use in performing the Services or such othermoney exchange software system determined by the Principal from time to time.

Monthly Fee means the amount of fixed fee to be paid by Agent to the Principal asmentioned in clause 16.2 of this Agreement.

Operating Proceduresmeans a detailed written procedure either in physical or electronicformat prescribed by the Principal from time to time to be adopted by the Agent in the formof guidelines process charts etc. for the operation of the Services.

Person means any individual, any corporation, partnership, limited liability Company,Association, or any other entity of any kind; or any government or governmental agency orauthority.

Principal Account means an account or accounts opened under the Principals name withthe Bank(s) to facilitate depositing of the Monthly Fee (as defined above) by the Agents.

RM means currency of Malaysia known as Ringgit Malaysia.

Servicesmeans money changing services offered by the Agent whereby the Agent receivesfunds in local or foreign currency from the Customer in exchange for fund in such otherrelevant currency converted at a pre-determined exchange rate.

Term means the period commencing from the Effective Date to facilitate the Services untiltermination of this Agreement in accordance to the provisions of this Agreement.

Taxes means a tax, levy, duty, charge, deduction or withholding (without limitation goodsand services tax, if applicable), however it is described that is imposed under the LegalRequirements by Taxation Authority with any related interest, penalty, fine or other charge.

Taxation Authority means any government, state or municipality or any local, state,federal or other authority, body of official exercising a fiscal, revenue or excise function.

User Name and Password mean the short name of user generated by the MMES andrelated random alpha and / or numeric character assigned to the user name in order toaccess the system.


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2. CONSTRUCTION AND INTERPRETATION

2.1 Except where the context otherwise requires or expressly stated otherwise, any reference inthis Agreement to:-

(a) a clauseshall, subject to any contrary indication, be construed as a reference to aclause in this Agreement. A section shall, subject to any contrary indication, beconstrued as a reference to a section in Schedule 1 to this Agreement;

(b) references to this Agreement shall include all its Schedules, Appendixes and allamendments and/or modifications to this Agreement as shall from time to time bein force;

(c) references to clauses or schedules or appendixes are to be construed as referencesto the clauses or schedules or appendixes of this Agreement;

(d) the Schedule 1 and Appendixes to this Agreement shall have effect and beconstrued as an integral part of this Agreement;

(e) words importing the masculine gender shall be deemed and taken to include thefeminine gender and neuter genders and the singular to include the plural numberand vice versa;

(f) reference to any statute or statutory provision includes a reference to that statute orstatutory provision as from time to time amended, extended or re-enacted andmust include all by-laws, instruments, orders rules and regulations madethereunder;

(g) words denoting an obligation on a Party to do an act, matter or thing includes anobligation to procure that it be done or words placing a Party under a restriction

include an obligation not to permit an infringement of the restriction;

(h) a month refers to month in accordance with the Gregorian calendar.

(i) a period of days from the occurrence of an event or the performance of any actor thing shall be deemed to exclude the day on which the event happens or the actor thing is done or to be done and shall be calculated from the day immediatelyfollowing such event or act or thing, and if the last day of the period is not aBusiness Day(s), then the period shall include the next succeeding day which is aBusiness Day(s); and

(j) a reference to dateor timeis a reference to that date or time in Malaysia.

3. EFFECTIVE DATE OF AGENT APPOINTMENT

3.1 Parties take cognizance that the Agent appointment as the Principals Agent under thisAgreement is SUBJECT TO BNMs written approval. Comment [NSSAS4]: What happens

event that no approval from BNM?


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3.2 This Agreement shall come into force on 28thAugust 2014.

3.3 Irrespective of the various dates on which the Parties may have executed this Agreement andwithout prejudice to the Principals right under clause 24, this Agreement shall come intoforce on the Effective Date and shall remain valid for one (1) year from the Effective Date andthereafter will be automatically renewed on a year to year basis UNLESS the Principal or theAgent gives a minimum fourteen (14) days prior notice of no further renewal to the Agentbefore the expiry of the Agreement in any given year.

3.4 For the sole purpose of construction and interpretation of clause 3.3a year is a reference toa period starting on a specific day and month of a Gregorian calendar year and ending on thenumerically corresponding day and month in the next Gregorian calendar year (andreference to years shall be construed accordingly) except that, if there is no numericallycorresponding day in the subsequent Gregorian calendar years month in which that periodends, that period shall end on the last day in that later month save as aforesaid.

3.5 Parties agree that the Principal is at liberty to exercise its right not to renew this Agreementunder clause 3.3without assigning any reason thereto. Parties acknowledge, take cognizanceand agree that nothing in this Agreement shall be construed or implied as creatingexpectancy for continuous, long term and/or indefinite period of business relationshipbetween the Parties.

4. APPOINTMENT AND RELATIONSHIP

4.1 The relationship between the Parties shall be a principal-agent relationship only to the extentthat the Agent is expressly appointed under this Agreement. The Agent must NOT presentitself as an agent of the Principal for the services and/or product which are not part of theServices unless there is/are such other valid expressed written agreement(s) executedbetween Parties to the effect.

4.2 Other than the contractual relationship expressly provided for in this Agreement, the Agent

must not represent itself as the Principal or a subsidiary, division, partner or joint venture ofthe Principal.

4.3 The Agent shall not purport to admit liability on the Principals behalf to any third party.

4.4 The Agent shall not make any representation about the Services which are inconsistent withthe information provided by the Principal.

5. MONEY CHANGING PROCEDURES

5.1 All money changing activities under the Services shall be conducted by the Agent in strictcompliance with the Operating Procedures stipulated by the Principal and the LegalRequirements.

5.2 The Agent :-

(a) undertakes to ensure all money changing transactions are performed using theMMES;

Comment [NSSAS5]: Can it be curre

Comment [NSSAS6]: Agent should a

given the choice to not extend the Agree

Comment [NSSAS7]: Kindly provide

Operating Procedures to for our review.


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(b) undertakes to use the MMES when performing the money changing transactionand acknowledges that usage of any other system in whatever manner is strictlyprohibited;

(c) undertakes to source and clear its stock of foreign currencies only from/toLicensed Money Dealers and shall further obtain prior written approval from thePrincipal before affecting any sourcing and/or clearing activities with suchLicensed Money Dealers;

(d) acknowledges that sourcing and clearing of foreign currencies from/to FOREIGNcurrency wholesalers and/or FOREIGN money changers and/or FOREIGNcompanies is STRICTLY PROHIBITED, unless with the written approval fromBNM;

(e) undertakes to issue official receipt to the Customer for each money changing

transaction as generated by the MMES;

(f) acknowledges that the Principal is not responsible for any Loss incurred by theAgent on any negligence, mistakes, errors or wrongdoings of the Agentsstaff/employee(s) in managing the Services;

(g) acknowledges that it is the Agents sole responsibility and liability for Loss arisingfrom the Agents failure to update the retail exchange rates at both the MMESorthe display at the Location(s);

(h) acknowledges that, the Principal shall not be responsible for any Loss incurred byAgent for knowingly accepting untradeable currencies;

(i) acknowledges that it is the sole responsibility and liability of the Agent for anyLoss resulting from the acceptance of fake or forged or obsolete notes knowingly

by the Agentswithout limitation, implications arising from any infringement of thelaws for having such fake or forged notes in the Agents possession.

6. PROMOTIONAL MATERIALS

6.1 From the Effective Date and thereafter, from time to time, the Principal may distribute to theAgent such forms and supplies as may be necessary for the Agent to conduct the Services atthe Location.

6.2 The Principal may provide the Agent display materials prepared by the Principal (hereafterreferred as Promotional Materials) to advertise and promote the Services. The Principalshall deliver the Promotional Materials directly to the Location(s), in such quantities as thePrincipal, at its sole discretion, may determine. Such delivery may be by whatever mode andmanner the Principal deems appropriate. The Agent shall display the approved PromotionalMaterials at the Location(s) at which the Services are offered. The Promotional Materials inthe Agents possession or control may be used by the Agent only for the purposes of thisAgreement, and shall remain the property of the Principal. The Agents right to use thePromotional Materials shall cease upon suspension or termination of this Agreement. TheAgent shall destroy any Promotional Materials in the Agents possession or control upon


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termination of this Agreement.

7. SOFTWARE & SYSTEM SECURITY

7.1 MMESshall only be used by the Agent pursuant to this Agreement.

7.2 The license to use MMES by the Agent shall commence from the Effective Date and shallautomatically be suspended (if the Services is placed in suspension by the Principal) orterminated (if the Agreement is terminated).

7.3 The Agent shall not copy, alter, modify or reproduce the MMES.

7.4 Principal shall make MMESavailableat all times during Business Day(s) to the Agent inorder to facilitate the Services.

7.5 All aspects of MMES, including but not limited to programs, methods of processing,

modifications and improvements shall remain the sole and exclusive property of Principaland shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly,by the Agent to any third parties.

7.6 Principal shall provide Agent the training on operational procedures, system operations andthe necessary procedures and manuals to facilitate the Services by way of MMES.

7.7 In addition to other remedies available to the Principal under this Agreement or otherwise,any unauthorized use, alteration, modification, reproduction, publication, disclosure ortransfer of the MMESwill entitle the Principal to any available equitable remedy against theAgent.

7.8 The Agent acknowledges that there is no transfer of title or ownership to the Agent of theMMESor any modification, updates or new releases of the MMES.

7.9 The Agent shall not allow any third parties, access to the MMES.

7.10 Due to the inherent hazards of electronic products, the Agent agrees and accepts that theServices and MMESmay be unavailable from time to time due to disruptions in internetconnectivity, hardware malfunction, required maintenance, telecommunications or electronicor other systems failures or interruptions (whether of the Principal) or such other reasons.Principal shall not be liable to the Agent for any Loss suffered by the Agent as a resultthereof.

8. COPYING

8.1 The Agent shall not copy or reproduce the MMESor Documentation by any means or in anyform.

9. REVERSE ENGINEERING

9.1 The Agent shall not reverse assemble or reverse compile or directly or indirectly allow orcause a third party to reverse or reverse compile the whole or any part of the MMES.

Comment [NSSAS8]: Kindly provide

type and schedule for training that will b

by the Principal.

Comment [NSSAS9]: We are not ac

total exclusion of liability.


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10. AGENT SECURITY DATA

10.1 Without prejudice to anything herein, the Agent warrants that : -

10.1.1 all Agent Security Data shall be protected against loss, unauthorised access,unauthorised use, unauthorised modification, unauthorised disclosure, and anyother misuse, and that only authorised personnel have access to such data;

10.1.2 it shall not use any Agent Security Data for any purpose other than to perform itsobligations under this Agreement; and

10.1.3 it shall not disclose any Agent Security Data save with prior written permissionfrom the Principal.

10.2 Agent shall indemnify and hold the Principal harmless from and against, any losses,damages or liabilities resulting from any unauthorized disclosure of Agent Security Data.

10.3 For avoidance of doubt, this clause 10shall survive the termination of this Agreement.

11. OPERATION AND BUSINESS

11.1 Upon the Principal obtaining BNMs approval for the Agents appointment under thisAgreement, the Agent shall:

11.1.1 ensure the availability and state of the Location(s) are in order to commence andcontinue operation of the Business;

11.1.2 be responsible at its own costs and expenses and shall use its reasonable

endeavours to obtain all necessary licenses, permits, consents, approvals andrights, including without limitation legal documentation for the setting up andoperation of the Business (if applicable);

11.1.3 ensure that adequate financial resources are available, both initially andthroughout the Term, by way of working capital and otherwise to ensure that theAgent complies with all of its obligations under this Agreement;

11.1.4 save and except expressly stated otherwise in this Agreement, to bear all costs andexpenses incurred prior to or after the commencement of the Business arising fromthis Agreement. Without limitation, and in amplification and not in derogation tothis clause, all such costs and expenses of whatsoever nature incurred by theAgent in anticipation to BNMs approval pursuant to this Agreement shall beborne by the Agent;

11.1.5 carry on the Business in strict compliance to the terms of this Agreement and thestandard operating Operating procedures Procedures and to observe such adviseand instructions provided by the Principal from time to time, in relation to theoperation of the business;

Comment [NSSAS10]: Kindly advise

relevant license, permits, consents and a

necessary for the Agent to conduct the b

Comment [NSSAS11]: Kindly advise

possible cost to be incurred.


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11.1.6 comply with all Legal Requirements applicable to the operation of the Business;

11.1.7 engage all staff required for the successful operation of the Business and ensurethat all staff(s) involved in it are suitably qualified and adequately trainedthroughout the Term;

11.1.8 conform with the highest acceptable standard of quality, service and competenceis essential to the successful operation of the Business and the protection of thegoodwill arising from the Business as well as the Confidential Information;

11.1.9 ensure that all staff who are employed in connection with the Business complywith the standards and directions contained in this Agreement, LegalRequirements and training as provided by the Principal from time to time;

11.1.10 provide such level of service and Customer guarantees as the Principal may

reasonablystipulate from time to time,with prior notice to the Agentand not tomake any representations or give any warranties or other commitments in relationto the Services provided except as specifically approved by the Principal; and

11.1.11 use only such advertising, promotional and sales literature, videos and any othermaterials, training and management materials, business stationery, contract formsand invoices, equipment and other items in connection with the Business as arelaid down in this Agreement or any such materials as provided by the Principal inrelation to this Agreement, or as otherwise approved by the Principal which shallalso be subject to the standard of the Location of the Agent, and immediately ceaseusing any of those items if the Principal so directs.

12. REPORTING OBLIGATIONS

12.1 At the Principals request, the Agent undertakes to submit to the Principal in timely manner,

information and/or reports which includes without limitation:-

12.1.1 the Agents financial information pursuant to the Services conducted in accordanceto this Agreement including the audited annual financial statements, quarterlymanagement accounts and monthly bank statements;

12.1.2 progress report on any rectification measures undertaken by the Agent to addressnon-compliance or gaps in conducting the Business;

12.1.3 establishment of any new relationship with high risk customers for the Services;

12.1.4 reports on suspicious transactions;

12.1.5 any incident of fraud, theft and robbery at the Location(s); and

12.1.6 any temporary closure of the Location(s) which equals or exceeds seven (7)consecutive days.

13. RELOCATION, NEW LOCATION, CHANGES IN DIRECTORS/ SHAREHOLDING

Comment [NSSAS12]: The Datai ha

and rating which it needs to maintain the

advertising material provided and approv

be of the same standard and feel as The

Comment [NSSAS13]: Finance: Kind

whether there can be a totally separate f

statements, management accounts and b

statements which we can share with the

Comment [NSSAS14]: Finance: To e

we are able to comply with the reporting

requirements set herewith.


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STRUCTURE OR CEO

13.1 In the event, the Agent is desirous to relocate its (i) Location(s), apply for new location(s) or(iii) effect changes to its directors/shareholding structure or CEO, the Agent shall submit tothe Principal, a written application together with all relevant information and supportingdocuments and the Agent shall bear all such cost and expenses arising therefrom.

13.2 In the event of a written application from the Agent to the Principal pursuant to clause 13.1,subject to the Principals prior consent to such application, the Principal shall attempt on besteffort basis to obtain BNMs approval for such application.

13.3 Agent acknowledges that any relocation and/or changes to directors/shareholding structureor CEO shall NOT be affected by the Agent without BNMs prior written approval andsubject to the Agent fulfilling such conditions imposed by BNM (if any).

13.4 Principal shall not be liable for any Loss to the Agent or to any 3rd party for any failure in

obtaining BNMs approval pursuant to clause 13.2for whatsoever reason, howsoever caused.

14. PROHIBITIONS

14.1 The Agent warrants and undertakes that it shall NOT:

14.1.1 represent itself as the Principal or a subsidiary, division, partner or a joint ventureof the Principal;

14.1.2 make any representation about the Services which are inconsistent withinformation provided by the Principal;

14.1.3 act as an agent for any other licensee under the Money Services Business Act 2011during the Term without obtaining BNMs prior approval and giving prior writtennotice to the Principal;

14.1.4 permit any other person to offer money changing services at the Location(s)without obtaining BNM and such other competent authorities approval and givingprior written notice to the Principal;

14.1.5 carry out the Services at any location other than the Location(s) without thePrincipals prior written approval;

14.1.6 introduce any addition or modification to the methods, techniques, specifications,processes or operating procedures in relation to the Business without thePrincipals prior written approval;

14.1.6 knowingly perform anything which in the Principals reasonable opinion maybring the Business or the Principal into disrepute or damage the interests of theBusiness or the Principal in any way;

14.1.7 conduct money changing transaction in whatever manner without using theMMES;

Comment [NSSAS15]: We are not a

an application on the change of directors

shareholdings.

Comment [NSSAS16]: As per clause


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14.1.8 directly or indirectly being a conduit to money laundering or financing of terrorism

activities; and

14.1.9 operate the Services in total disregard of anti-money laundering and anti-terrorism financingrequirements as prescribed by the Principal.

15. INDEMNITY, LIABILITY AND EXCLUSION OF LIABILITY

15.1 The Agent shall fully indemnify and hold the Principal harmless against all claims actionproceedings liability, loss, damages, costs, penalties and expenses (including legal costs onfull indemnity basis) suffered or incurred by the Principal arising directly from or directlyattributable to any act omission neglect or default of the Agent, its directors/shareholders,officers, employees, representatives and associated companies which is:-

15.1.1 in breach of the any provision(s) in this Agreement or in excess of the authorityconferred by this Agreement;

15.1.2 in contravention of the provisions of any Legal Requirements [including withoutlimitation for act of dishonesty and/or fraud under the Penal Code (Act 574)];

15.1.3 in contravention of any stipulation, request, requirement, circular, directive,obligation, rule or condition reasonable made or imposed by the Principal fromtime to time; and

15.1.4 in connection to any action or other proceeding in Court taken by the Principal toenforce or to recover damages for breach of any provision of this Agreement.

15.2 Principal shall not be liable to the Agent or third parties whether arising out of or inconnection to this Agreement, under contract, tort (including negligence), strict liability, orany theory of law for:- (i) loss of revenue, expected profits or goodwill (ii) lost savings (iii)inconveniences or for any special, indirect, incidental, exemplary, punitive or consequential

loss or damage of any nature whether or not foreseeable unless for such loss/ lost orinconvenience arising directly from or directly attributable to any act, omission, neglect ordefault of the Principal its directors/shareholders, officers, employees, representatives andassociated companies . In relation therewith, the Agent waives any and all rights to anyaward or judgment or entitlement to any special, indirect, incidental, exemplary, punitive orconsequential loss or damages suffered by the Agent arising from, or related to thisAgreement, including all rights of the Agent, under any Legal Requirements to receivepayment or compensation of any kind as a result of the termination of this Agreement forwhatsoever reason.

15.3 For the avoidance of doubt, the Principal shall not be liable to the Agent in respect of anyrights, liabilities and/or obligations arising from any agreements, understandings andarrangements between the Agent and any other party not being the Principal.

15.4 This clause 15shall survive the termination of this Agreement.

16. EXCHANGE RATE, MONTHLY FEE & RISK

16.1 The Agent shall be at liberty to determine the retail rate imposed on the Customer


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(hereinafter referred as the said retail rates) for each currencies and input the said retail

rates to be offered to Customer into the MMESand display the same at the Location(s).

16.2 Principal shall be entitled to receive from the Agent a fee equivalent to 10% of the grossprofitgenerated from each of the Agents money changing transaction at the location statedin Appendix 1, on a monthly basis.

16.3 Pursuant to clause 16.2, the Principal shall be entitled to receive the Monthly Fee on aprorated basis, at the sole discretion of Principal, in the event the:-

(a) Services commences on a date other than the 1stcalendar day of the month;

or

(b) Termination occurs other than the last calendar day of a month pursuant to clause24.2and 24.3

16.4 The Agent shall deposit the Monthly Fee into the Principal Account (as listed in Appendix 1)on or before the 10thcalendar day of the following month and provide proof of such depositto Principal for reconciliation purposes.

16.5 Principal shall notify the Agent in writing of any changes to the Principal Account and theAgent shall act in accordance to such notification.

16.6 Notwithstanding any other provisions in this Agreement, without prior notice, the Principalretains sole and absolute reasonable discretion to block or deny the Agent access to theMMESif :-

(a) the Monthly Fees not paid by the 10 thcalendar day of the following month; or

(b) Agent performs money changing activities without using the MMES; or

(c) Agent buy/sell their stock of foreign currencies from/to unlicensed money dealers;or

(d) there is suspension or cessation of the operations of the Agent; or

(e) there is technical or mechanical interruptions, computer failure or breakdown,disruption of communications or electrical facilities, equipment shutdown forrepair or maintenance, occurrences of off-line conditions and other similarcircumstances or incidents occurring at the Agents end or MMES; or

(f) there is unauthorised access to or theft, alteration, loss or destruction of the data,programs, information, network or systems through accident, fraudulent means orany other method by third parties occurring at the Agents end or MMES; or

(g) there is such other reason the Principal reasonably believes are akin to theabove.deems proper at its sole and absolute discretion.

Comment [NSSAS17]: Finance: plea

that the payment is gross and not net of

GST be applicable for this Service? If yes,

bear the GST?


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16.7 Agent shall be solely liable to account for including but not limited to all funds coming into

its possession.

16.8 The Agent shall assume solely all risks of loss with respect to the foregoing, including butwithout limitation, all loss arising from misuse, theft, burglary, forgery, robbery or othercrime, destruction, mysterious disappearance and all other similar or dissimilar causes of lossof all funds coming into its possession pursuant to the Services.

17. REVIEW OF BUSINESS PERFORMANCE AND MONTHLY FEE

17.1 Principal reserves sole and absolute right to review the Agents Business performance underthis Agreement as it deems necessary and the Agent must provide justification for anyabnormalities identified during the review, to the satisfaction of the Principal.

17.2 With regards to clause 17.1, the Principal shall be at liberty tomay revise the existingMonthly Fee applicable to the Agent, by giving written notice to the Agent, which changesshall be binding upon the Agent forthwith.subject to prior written approval from the Agent.

18. LOCATION

18.1 The Agent is strictly prohibited from carrying out the Services at any place other than theLocation(s).

19. ADVERTISING

19.1 The Principal may advertise and promote the Services at the Location(s), when it deemsnecessary.

19.2 The Agent agrees to include the Principals name or logo for the Services on each permanent

exterior sign for each Location at which the Services are offered (if applicable).

19.3 The Agent may not use the Principals name or logo without the Principals prior writtenconsent and approval.

19.4 Subject to the Principals prior written approval, the Agent may use the Intellectual PropertyRights in advertising or in Promotional Materials during the Term.

20. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS IN GENERAL

20.1 The Agent acknowledges that the Principal is the sole and exclusive proprietor of theIntellectual Property Rights. Nothing contained in this Agreement shall give the Agent anyright, title or interest in or to the ownership or use of any of the Intellectual Property Rightsexcept as granted under or by virtue of this Agreement.

20.2 The Agent acknowledges that the Intellectual Property Rights supplied by the Principalpursuant to this Agreement and all other rights in and associated with any of those items, areand shall be or remain the exclusive property of the Principal. In the event that any suchrights at any time accrue to the Agent by operation of law or howsoever otherwise, the Agent


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will at the expense of the Principal forthwith on demand do all such acts and things and

execute all such documents as the Principal shall deem necessary to vest such rightsabsolutely in the Principal.

21. CONFIDENTIALITY

21.1 The Agent shall keep confidential and shall procure its officers, employees, to keepconfidential all Confidential Information, including without limitation to information aboutits Customers, businesses, and third-party relationships obtain by the Agent either or duringthe Term pursuant to this Agreement and shall not make use of such ConfidentialInformation for purposes other than for the due performance of its obligations under thisAgreement.

21.2 Agent shall not be in breach of clause 21.1where the information is in the public domain orthe information had been received by the party lawfully from a third party, or informationthat was in the possession of the Agent prior to its disclosure, or which information had been

disclosed other than due to the fault of the Agent.

21.3 The Agent shall on demand return any Confidential Information and materials providedand/or supplied by the Principal in connection with this Agreement.

21.4 Notwithstanding anything in this Agreement, the Agent may disclose the ConfidentialInformation (i) to the employees of the Agent who need to use it for the purpose of theBusiness and have an obligation to keep it confidential (ii) as required by LegalRequirements.

21.5

21.6

Without limitation, Customer Information for all intents and purposes shall be deemed as thePrincipals Confidential Information.

The Principal shall keep confidential and shall procure its officers, employees, to keepconfidential all confidential information relating to the Agent, including without limitation to

information about the AgentsCustomers, businesses, and third-party relationships obtainby the Agent either or during the Term pursuant to this Agreement and shall not make use ofsuch Confidential Information for purposes other than for the due performance of itsobligations under this Agreement.

21.76

This clause 21 shall survive the termination of this Agreement.

22. PERSONAL DATA PROTECTION

22.1 Where the AgentParties, receives any personal data (as defined by the Personal DataProtection Act 2010 (PDPA) from the Principal other Party and/or the Customer or thePrincipals Partys related companies pursuant to any contract or arrangement, the AgentParties shall ensure that it fully complies with provisions of the PDPA and only deals withthe data for the purpose of use as stipulated in and to fulfill its obligations under suchcontract and shall indemnify the Principal for any breach of the PDPA which renders thePrincipal liable for any costs, claims or expenses.

22.2 In fulfillment of its obligations under the PDPA, the Agent shall have such appropriate

Formatted: Left, Space After: 0 pt, spacing: single

Formatted: Font: Not Bold


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policies, procedures and systems for:-

(a) full compliance with the PDPA which includes compliance to the Security Principlewhich deals with the security of personal data and requires the taking of steps toprotect personal data from any loss, misuse, modification, unauthorized oraccidental access or disclosure in relation to:-

(i) the nature of the personal data and the harm that would result from suchloss, misuse, modification, unauthorized or accidental access or disclosure,alteration or destruction;

(ii) the place or location where the personal data is stored;

(iii) any security measures incorporated into any equipment in which thepersonal data is stored;

(iv) the measures taken for ensuring the reliability, integrity and competence ofpersonnel having access to the personal data; and

(v) the measures taken for ensuring the secure transfer of the personaldata.

(b) Ensuring reliable employees are involved in the processing of data.

(c) Ensuring reasonable steps are taken by all the Agents Parties clients, partners,vendors, agents and data processors processing personal data originating from thePrincipal (directly or indirectly) are in compliance to the provisions in this clause22 and the PDPA as a whole including to the allow reasonable access to suchinformation by way of audit or otherwise as is necessary to ensure compliance tothe above provisions and the PDPA.

22.3 In amplification and not in derogation to any other provisions in this Agreement, the AgentParties undertakes to:

(a) to be bound by and strictly adhere to the Principals PartiesPrivacy Policy postedat www.mtradeasia.comand www.thedatai.com. .

(b) to be bound by any privacy law, regulation or rule as may be imposed by any legal,regulatory, governmental or statutory body, including but not limited to thePersonal Data Protection Act, 2010.

(c) to use the Customer Information solely for the purpose of facilitating the Servicesunder this Agreement. The Customer Information shall not be used for any otherpurpose except with the expressed written consent of the Principal and theCustomer.

(d) to use the highest standard of diligence to ensure that its employees andrepresentatives observe the confidentiality of the Customer Information and willprohibit any unauthorized access to, use or duplication of any of the Customer
http://www.mtradeasia.com/http://www.mtradeasia.com/http://www.mtradeasia.com/


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Information in whole or in part.

(e) to notify Principal the other Party immediately of any unauthorized possession,use or disclosure of Customer Information by any person or entity not authorizedby this Agreement to have such possession, use or knowledge. The Agent Partywill promptly furnish the Principal other Party full details of such possession, useor knowledge and will cooperate fully with Principal the other Party in anylitigation against third parties deemed necessary by Principal the other Party toprotect the Customer Information.

23. SUSPENSION

23.1 Without prejudice to the Principal rights under clause 24 (Termination and Effect ofTermination), Principal reserves the right at any time (in its sole and absolute discretion) andwithout givingwith priornotice thereof to the Agent to suspend or deny Agents access toMMESupon occurrence of any one or more breaches referred in clause 24.2 and/or breaches

to any provisions in Schedule 1. The Principal is under no liability to the Agent in respect ofany action carried out whether negligently or otherwise by the Principal, its servants orAgents pursuant to this clause.

23.2 In addition to clause 23.1, and for such other reason the Principal at its sole and absolutereasonable discretion deem necessary, without limitation, the Principals right to suspend ordeny access to MMES shall also apply in the event of unauthorized access to or theft,alteration, loss or destruction of data, programs, information, network or systems whetheraccidental, fraudulent means or any other method by third parties occurring at the Agentsend or MMES.

24. TERMINATION AND EFFECT OF TERMINATION

24.1 Subject to clause 3.3, this Agreement shall commence on the Effective Date and shall remainin force unless terminated for any reason(s) in clause 24.2by the Principal or by either Partyin accordance to clause 24.3(whichever applicable).

24.2 Without prejudice to any other remedy to which it may be entitled by Legal Requirements orthe terms of this Agreement the Principal shall be entitled to terminate this Agreementimmediately upon the occurrence of any one or more of the following events namely :-

(a) if any permission, license, consent, approval or authorization necessary for theAgent to carry on Business including but not limited from BNM is withdrawn,modified, revoked or terminated or expires without being renewed or is otherwisethan in full force and effect;

(b) if any act or omission of the Agent is in contravention of the Legal Requirements;

(c) if BNM revokes permission granted for Agents appointment for any reasonwhatsoever;

(d) if the Agents neglects, refuse or fails to immediately implement remedial measuresto overcome any audit weaknesses highlighted by the Principal and as a result, theAgent continue to fail any subsequent compliance audit conducted by the Principal


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or BNM;

(e) if the Agent continuously fails to pay the Monthly Fee whether such sum(s) beformally demanded or not;

(f) if the Agent whether by itself or by any of its servants commits any breach of oromits to observe any of its obligations under this Agreement;

(g) if any representation or warranty made or given by the Agent is incorrect in anyrespect which in the opinion of the Principal is materially prejudicial to the interestof the Principal;

(h) if the Agent is unable to pay its debts as they falls due or stops payment generallyor if it commences negotiations with its creditors with a view to a generaladjustment or rescheduling of any indebtedness or compounds or enters into anyarrangement with or makes any assignment of the benefit of any of its creditors or

attempts to do any of the foregoing or ceases or threatens to cease to carry on anysubstantial part of its business;

(i) if a receiver or manager is appointed over the Agents undertaking or property orany part thereof;

(j) if distress or execution or other similar process of Court is levied upon or issuedagainst any property of the Agent;

(k) if in the reasonable opinion of the Principal (whether or not such opinion isreasonably held) the Agent is not carrying on its Business and affairs in accordancewith sound financial and business standards and practice;

(l) if a petition is presented or an order made or resolution passed for the winding up/ bankruptcy of the Agent;

(m) if the validity of this Agreement or any provisions hereof is challenged by anyperson;

(n) if the Agent suspends or gives notice to any person of its intention to suspend anypart or the whole of its business operations;

(o) if the Principal is of the reasonable opinion (whether or not such opinion isreasonably held) that any part of its Business in the hand of the Agent under thisAgreement is in danger of being prejudiced;

(p) if the Principal is of the reasonable opinion (whether or not such opinion isreasonably held) that due to the physical or mental condition of the Agentsdirectors, shareholders, officer or employees/servants, the Agents business is ormay be adversely affected;

(q) the Agent sub-licenses or assigns any of the rights granted to the Agent under thisAgreement, without the Principals and BNMs prior written consent;


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(r) If the Agent buy/sell their stock of foreign currencies from/to unlicensed moneydealers;

(s) any payment due to the Principal under this Agreement is not remitted to thePrincipal by the Agent and such failure continues for one (1) Business Day(s) withor without notice of non-remittance given to the Agent;

(t) if the Agents act or omission in the Principals sole opinion may bring the Businessor the Principal into disrepute or damage the interests of the Business or thePrincipal in any manner whatsoever;

(u) if the Agent is involved in any illegal activity without limitation carrying out orfacilitating exchange of illicit funds;

(v) If the Agent is controlled or managed by individual(s)/entity(ies) other than the

Board of Directors and Chief Executive Officer/Managing Director approved bythe BNM and the Principal;

(w) If the Agent uses any bank account of any other person or entity other than its ownto facilitate the Services under this Agreement;

(x) If the funds in the Agents bank account for the purpose of the Services iscomingled with funds from any other activities;

(y) If any of the Agents director is unable to perform his/her duties under thisAgreement or there is a resignation/death of any of the Agents director, andpursuant thereto, the Principal is of the opinion (whether or not such opinion isreasonably held) that the Agent will not be able to carry on its Business and affairsin accordance with sound financial, business and regulatory standards and/orpractice; and

(z) If the Agent has entered into(either prior to or subsequent to the Agreement), anyother agency agreement with the Principal to offer similar or any other categoriesof money services as an agent to the Principal, and such agency agreement isterminated by the Principal for breach of condition(s) in that agency agreement or acontravention of Legal Requirements.

(z)(i) If the Agent is in breach of any provisions in Schedule 1.

24.3 Notwithstanding any other provision under this Agreement, save and except for accruedrights, obligations or liabilities of Parties under this Agreement prior to the date oftermination, and without prejudice to provisions under this Agreement by their naturesurvives termination, this Agreement may be terminated by either Party without assigningany reason thereto and without any liabilities to the other Party by giving the other Partythirty (30) daysprior written notice.

24.4 The rights given by clause 24to terminate this Agreement for any breach shall not affect anyother right or remedy of the Principal in respect of the breach concerned or any other breach.


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24.5 Upon the termination of this Agreement for any reason:

24.5.1 the Agent shall forthwith cease to carry on the Business acting as the Agent of thePrincipal;

24.5.2 the Agent shall cease the use of the MMES in any way, shape or form, or in anyother way whatsoever, and cease to use service marks and/or trademarks ornames so nearly resembling the Principals service marks and/or trademarkswhich may cause confusion or deception;

24.5.3 the Agent shall remove all signs showing the service marks and/or trademarks andname of the Principal in the Agents possession or control and return all suchmaterials upon which such marks or names to the Principal which owns suchmarks or names within 7 Business Day(s) of such termination;

24.5.4 the Agent shall surrender any Certificate of Appointment issued by the Principaltogether with all transaction records in relation to the Services under thisAgreement to the Principal within 7 Business Day(s) from the effective terminationdate of this Agreement;

24.5.5 the Agent shall settle immediately all outstanding amount that it owes thePrincipal;

24.5.6 each Party will remain liable until it has fulfilled all of its obligations to the otherParty that arose or accrued before the termination;

24.5.7 Parties shall immediately commence reconciliation of account exercise for all itsoperation of the Services and shall render to the other Party full accounting of itsrespective operation of Services within seven (7)days from the date of terminationfor whatsoever reason. Upon receipt of such account from either Party, the

receiving Party shall examine the account and report to the sending Party of anydiscrepancies within fourteen (14)days from the date of receipt failing which suchaccounts shall be deemed conclusive and final. Each Party hereby agrees to settleall outstanding amounts due to the other Party within thirty (30) days from thedate of termination; and

24.5.8 Agent shall refer all calls and/or queries by Customer(s) intending to conductmoney changing to telephone numbers and Location(s) specified by Principal andwill not divert any such Customer(s) to any competitor of the Principal. Agent shallrefer any queries pertaining to the Services to Principal at the specified contactdetails and shall not reveal such information to any third party(ies).

24.6 Any provision of this Agreement which is expressed or required by implication to take effectafter termination shall continue in force.

25. TAXES AND COSTS

25.1 Each Party shall bear its own and its solicitors/advisors costs and expenses of and incidentalto the preparation, execution and implementation of this Agreement. The stamp duty of this


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Agreement shall be borne by the Principal.

25.2 Each Party shall pay their relevant Taxes (if any) due and payable imposed by the TaxationAuthority under the Legal Requirements. The Principal is under no obligations whatsoeverto reimburse the Agent any Taxes imposed by the Taxation Authority upon the Agent arisingfrom this Agreement.

25.2 Save and except on account of Taxes on Principals overall net income under this Agreement,the Agent shall pay its relevant Taxes (if any) due and payable imposed by the TaxationAuthority under the Legal Requirements. The Principal is under no obligations whatsoeverto reimburse any Taxes imposed by the Taxation Authority upon the Agent arising from thisAgreement.

26. FORCE MAJEURE

26.1 Subject to clause 26.2, neither Party shall be responsible to the other Party for any delay in

performance or non-performance due to causes beyond the control of such party (includingbut not limited to devaluation of major currencies, Acts of God, Governmental mandates orLaws). The affected Party shall give the other Party prompt written notice of the situation,stating the nature of the delay in performance or non-performance. Thereafter, such Partyshall take reasonable steps to comply with the terms and conditions as fully and promptly asreasonably possible.

26.2 Nothing under clause 26.1shall prejudice the Principals entitlement to receive the MonthlyFee which remains unpaid to the Principal from the Agent.

27. REPRESENTATION

27.1 The execution, delivery, and performance by Parties to this Agreement (i) are within eachsuch Party's corporate, partnership, organizational or individual powers; (ii) have been dulyauthorized by all necessary corporate, partnership organizational or individual action; and

(iii) do not violate or create a default under law, or such Party's certificate or articles ofincorporation or by-law, articles of partnership or any other organizational documents or anycontractual provision binding on or affecting such Party or its property, including withoutlimitation, each Partys credit Agreement or loan documents, if any.

28. SUB-CONTRACT AND/OR ASSIGNMENT

28.1 The Agent shall not sub-contract nor assign the performance of this Agreement or any part ofthis Agreement without the prior written consent of the Principal.

28.2 Without prejudice to clause 28.1, this Agreement shall be binding upon and inure to thebenefit of the each party hereto and its successors in title and permitted assigns.

29. WAIVER

29.1 Any failure by the Principal to enforce any clause of this Agreement or any forbearance,delay or indulgence granted by the Principal to the Agent shall not be construed as a waiverof the Principals rights under this Agreement.

Comment [NSSAS18]: Not defined.


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30. VARIATION

30.1 This Agreement may be varied, amended, changed, altered or otherwise at the Principalssole and absolute discretion, the Principal shall notify the Agent of such variation, change,and alteration in writing which will be binding upon the Agent forthwith. The Agent shallhave no recourse whatsoever against the Principal for any Loss, as a result of such variation,amendment, change, alteration or otherwise.

30.2 No rule of construction applies to the disadvantage of a Party because that Party wasresponsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

31. NOTICES

31.1 Any notice or other information under this Agreement to be given by either Party to theother may be given by hand or sent, by first class pre-paid post , facsimile transmission,designated e-mail or other comparable means of communication, to the other party at its

address set out in this Agreementbelowor to such other address as may from time to time benotified in writing by such Party:

To the Principal:

To The Agent:

The Datai Langkawi.Jalan Teluk Datai,07000 Pulau Langkawi,Kedah Darul Aman, Malaysia

Attn: Director of Finance

Telephone : +60 4 9500 500 Fax:+60 4 9500 600

31.2 Any notice so given will be deemed to have been received:

(a) if by email, immediately upon transmission;

(b) if by personal delivery, when delivered;

(c) if by prepaid, registered or ordinary post, three 3 Business Day(s) after posting; and

(d) if by facsimile, with receipt of a transmission confirmation slip indicating that the

notice has been successfully transmitted in its entirety to the receivers number.

31.3 Service of any legal proceedings concerning or arising out of this Agreement shall be affected

Formatted: Font: Bold


Comment [NSSAS19]: To insert.




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by causing the same to be delivered to an officer or director of the Party to be served at the

address of the recipient set out in this Agreement or to such other addresses as the recipientmay designate by notice in writing.

32. INSPECTION

32.1 The Agent will maintain a separate and complete audit trail and maintain records andsupporting documentation of all transactions in relation to this Agreement.

32.2 The Principal has the right to perform audit of or inspect the records of the Agent relating tothe performance of this Agreement and/or Services without givingwithprior written noticeto the Agent.

32.3 The inspection by the Principal may be conducted during the Agents normal business hoursor at any other reasonable timesubjects to Agents approval of the same.

32.4 An inspection will be performed in a manner that does not unreasonably disrupt the Agentsnormal business operations.

32.5 The Principal conducting an inspection may make and take away copies of any or all of theAgents books and records relating to the Business being examined. The Principal shalladditionally be entitled without limitations to access the Agents CCTV recordings, verifyAgents stock of foreign currencies, verify Agents cash balance and bank statements.

33. NON-EXCLUSIVITY

33.1 Nothing in this Agreement shall be deemed or interpreted as to restrict or prejudice therights of the Principal to enter into similar or different agency agreement, subscribe orprovide their services to any entities in any territory/location.

34. RECORDS

34.1 Parties shall, at its respective Location(s), keep records of all transactions made under thisAgreement for at least 7 years. These records shall include but not limited to copies ofreceipts and all other records the Agent may compile in connection with its delivery of theServices. Such records will be subject to audit and review by the Principal at any time.

34.2 Agent shall retain the records as stipulated under clause 34.1 longer than seven (7) yearswhere the related transaction document(s) are pending regulator and/or competentauthorities investigation and/or pending court/legal proceedings which has yet to beconcluded.

35. SEVERABILITY

35.1 It is expressly agreed that if for any reason, any clause or provision of any clause of thisAgreement shall be determined to be illegal, void or unenforceable, the relevant clause orprovision will be severable from the other clauses and provisions of this Agreement whichshall be unaffected thereby.


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36. ENTIRE AGREEMENT

36.1 This Agreement shall constitute the entire agreement between the Parties and replaces andsupersedes any and all prior agreements, understandings and arrangements between theParties, on writing or otherwise, relating to the subject matter hereof.

37. GOVERNING LAW AND JURISDICTION

37.1 This Agreement shall be governed by the laws of Malaysia and the rights of all the Partieshereto and each provision hereof shall be construed and have effect only according to thelaws of the Malaysia.

37.2 With respect to any suit, action or proceedings relating to any dispute arising out of or inconnection with this Agreement, each Party irrevocably submits to the exclusive jurisdictionof the Malaysian courts.

37.3 This Agreement between the Principal and the Agent shall be deemed to have been madeand executed at the Principals office in Petaling Jaya, Selangor Darul Ehsan and any breachof this Agreement shall be deemed to have arisen in Petaling Jaya, Selangor Darul Ehsanirrespective of where the Agent is located or carry out Business; or where the moneychanging transaction under this Agreement may originate or have taken place.

38. AUTHORIZED PERSONNEL

38.1 Prior to commencement of Business, each Party shall issue to the other Party, a letter ofauthorization incorporated under their respective letterhead with particulars of theirrespective personnel(s) who are authorized to give instruction, sign, approve, make requeston its behalf to the other Party pertaining to day to day Business operations.

39. THIRD PARTY

39.1 Nothing in this Agreement confers or shall purport to confer on any third party any benefitor any right to enforce any term of this Agreement.

40. INCONSISTENCY

40.1 To the extent of any inconsistency between the provisions in this Agreement, Schedule 1 andAppendixes, the provisions in this Agreement shall prevail.

41. COUNTERPARTS

41.1 This Agreement may be signed and delivered in one or more counterparts by each Party, andeach when signed and delivered will be deemed to be an original and will constitute the one


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and same document.

42. SPECIAL CONDITIONS

42.1 If the Agent is a Full Agent, then the Agent further undertakes to be bound by the SpecialConditions stated in Schedule 1 herein.

43 MISCELLANEOUS

43.1 Principal may shall arrange training of Agent and its designated employees to enable them toprovide the Services, without limitations, in compliance with Legal Requirements. Agentshall undergo any such training required by the Principal during the term of this Agreement.Principal at its discretion may provide telephonic, computer-assisted or in-person training toemployees of Agent as Principal determines in its sole discretion is necessary. Agents shallcooperate in completing training and shall provide evidence of such training having beencompleted upon Principals request. No failure on the part of the Principal to conduct such

training(s) shall avail the Agent with a defence against any non-compliance to the LegalRequirements.

43.2 Nothing in this Agreement shall prejudice the Principals entitlement, rights recourse orremedy under any other existing money services (defined in Money Services Business Act2011) agreement(s) with the Agent (if any). Agent acknowledges that a breach/contraventionof any Legal Requirements under this Agreement shall constitute a breach/contravention ofsuch other money services agreement(s) between the Parties. In such event, at the Principal atits discretion may terminate both this Agreement and such other money servicesagreement(s) between the Parties (if any).

44. TITLE AND HEADINGS

44.1 The titles and headings of clauses of this Agreement are solely for convenience of referenceand will not be used in interpreting or construing the Agreement.

Comment [NSSAS20]: To provide n

trainings and when training is being held

Comment [NSSAS21]: Kindly indica

the rights and entitlement under the Act

to here?


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SCHEDULE 1(To be read and construed as an integral part of this Agreement)

SPECIAL CONDITIONS

1. Full Agent undertakes to:-

(a) facilitate streaming of CCTV access to enable the Principal to view at the Principalsdesignated Central Monitoring Centre, the Agents day to day businesstransactions/operations at the Location(s);

(b) maintain all accounts, duplicate copies of receipts and other records, including anyinformation and documents for each transaction for its Money Services business as

required by BNM and/or the Principal;

(c) ensure that all money changing transactions are entered into the MMESon real time basisand acknowledges that bundling and/or accumulating transactions as single transactionis strictly prohibited;

(d) ensure that the physical stock(s) of foreign currency in hand tallies with the stock offoreign currency incorporated in the MMES at all circumstances;

(e) ensure outgoing movements of currencies at the Location(s)are properly recorded andaccounted in a designated Currency Movement Register which must be made availablefor audit inspection at all times;

(f) regularly keep the Agents financial accounts updated to reflect the current position, andengage the service of reputable external auditor to audit and attest the credibility of theAgents financial accounts/statementsrelated to the Business, at the Agents cost;

(g) ensure the Services are easily accessible and convenient for Customer(s), whereby theAgent shall :-

(i) clearly display at the Location(s) where it can be easily sighted by Customer(s),the Agents Business Days and hours, and ensure the Services are offeredduring such scheduled day(s) and hours accordingly;

(ii) provide the Services, at minimum, for continuous eight (8) hours during eachday the Location(s) is/are open for business;

(iii) notify the Principal and provide actual reason(s) if the Agent is unable tooperate the business as required in Section 1(g)(ii) of Schedule 1 at anyLocation(s); and

(iv) shall not open and/or close the business irregularly against the LegalRequirements.

Comment [NSSAS22]: Finance: are

accommodate this?

Comment [NSSAS23]: Finance: to e

we have the designated Currency Movem

Register.


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In the event of circumstances impeding Agents ability to comply with this provision at

any of its Location(s), Agent shall promptly notify Principal with details including theexpected durations of the temporary interuption;

(h) comply and adhere to policies, standard operating Operating procedure Procedureand/or such other requirements issued by the Principal from time to time, and suchsubsequent changes thereto, in relation to the Services, where notification is given by wayof circular(s) or by such other mode of communication in the manner set outdeem fit bythe Principal in Clause 31;

(i) ensure all staffs employed by the Agent to facilitate the Services are adequately trained tocomply with anti-money laundering and anti-terrorism financing requirements for moneyservices business activities; and such policies and standard operating Operatingprocedure Procedure issued by the Principal from time to time and subsequent changesthereto.

(j) in addition to Section 1(g)(iii) of this Schedule 1, ensure that it gives prior writtennotification to the Principal if the Agent intents to close business for 7 continuous days ormore;

(k) ensure the particulars of the Agents Bank(s) account(s) related to the Services (the saidBank Account) are declared to the Principal in advance and such funds in the said BankAccount does not commingle with funds related to any other purpose/business otherthan in direct relation to the Services, and further undertakes NOT to use Bank(s)accounts of any other person or entity other than such designated Agents Bank(s)account to facilitate the Services;

(l) display the Certificate of Appointment and the Standard Notice to Customers (asrequired under the Legal Requirements) prominently at the Location(s);

(m) ensure that its Directors/CEO establishes an effective and continuous monitoring of thecompanys business operationsin compliance with the Legal Requirements at all times;and

(n) ensure proper communication channels are in place and all correspondence, whetherverbal and/or written from the Principal to the Agent through any medium whatsoeverare promptly attended.

2. If the Agent is a Full Agent, the Agent acknowledges that the Principal, at its sole and absolutediscretion, may impose upon the Agent such terms, conditions, requirements, process and/oroperating procedures of similar standard imposed by BNM upon the Principal and/or of suchother higher standards as the Principal determine at its sole and absolute discretion (collectivelyhereafter referred as these Conditions). Agent agrees and undertakes to comply with theseConditions.

Comment [NSSAS24]: Finance: to e

separate account is kept for the Business


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3. Without prejudice to any other provisions in the Agreement, in amplification and not in derogation

thereto, the Agent (if it is a Full Agent) undertakes to comply with all conditions stipulated in thisSchedule 1 including these Conditions and acknowledges that non-compliance to any of theprovisions in this Schedule 1 shall be deemed serious breach of the Agreement where the Principal,in such event, at its sole and absolute discretion reserves the right to suspend and/or terminate theAgreement pursuant to clause 23 (for suspension) or clause 24.2 (for termination) of theAgreement.

IN WITNESS WHEREOFthe Parties and/or their duly authorised signatories have set their respective

hands the day and year first written above.

SIGNEDby RAMASAMY K VEERAN(NRIC No. 690901-10-5645Managing Director for and on behalf ofMERCHANTRADE ASIA SDN BHD(Company No. 410591-T)in the presence of: -

..SARVESWARAN A/L RAJA GOPAL(NRIC No. 781109-07-5589)Senior Manager Project & Business DevelopmentMERCHANTRADE ASIA SDN BHD

SIGNEDby(NRIC No. )Director for and on behalf ofTELUK DATAI RESORTS SDN BHD(Company No. 123085-M)in the presence of: -

..Name :NRIC No:Designation:


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APPENDIX 1

(To be read and construed as an integral part of this Agreement)

AGENTS LOCATION

Subject to obtaining BNMs and the Principals prior written approval, the following Agents location ispermitted to carry out the Services

BUSINESS NAME ADDRESS

TELUK DATAI RESORTS SDNBHD

Jalan Teluk Datai, 07000 Pulau Langkawi, Kedah DarulAman.

SETTLEMENT OF MONTHLY FEE

Agent must pay Principals Monthly Fee by crediting the Principals Account as listed below not later by

the 10thcalendar dayof the following month. The particular of the Principals Account is as follows:

BANK NAME BANK ACCOUNT NO

MALAYAN BANKING BERHAD 514066335467


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APPENDIX 2

(To be read and construed as an integral part of this Agreement)

DESIGNATED EQUIPMENTS

Minimum Requirements

1. Computers

2. Hardware- Equipment: Intel Pentium III 1.0 GHz or faster processor (or equivalent) with 512 MB of RAM- Display: 1024 x 786 Resolution with 16 bit colour quality- Hard disk: Minimum 100 MB of free space

3.

Operating System- Windows 7, Windows Vista, Windows XP Service Pack 2

4. Internet Web Browsers- Internet Explorer 10.0 or higher, Google Chrome, Mozilla Firefox- Support 128 bit encryption technology

5. Other Application Software- Microsoft Excel- Microsoft Word- Adobe Acrobat Reader

6. Internet Connection- Fixed Broadband.- 1Mbps and higher is required.

7. Printer- Any model of Monochrome Laser Jet Printer

8. Close Circuit Cameras (CCTV)

9. Counterfeit Detection Machines

DOCUMENTATION

1. Agent will be provided with manual on MMES application.

2. Periodic update to the user manual will be provided to the Agent whenevernecessaryand when requested by the Agent.

Comment [NSSAS25]: The Datai: to

have in place or will have in place all this

equiptment.

Documents

AA Money Changing 151014 Legal Review (for Finance)