MASTER AGREEMENT FOR SERVICES

SECTION A – CONTRACT PERIOD AND DETAILS INFORMATION

Date of Agreement
Contract Period Renewal Term

BSN information (Business & Registered Address) Company information (Business & Registered
BANK SIMPANAN NASIONAL Address)
Wisma BSN, 117, Jalan Ampang Company Name
50450 Kuala Lumpur Company Address

Contact Name :
Contact No. : Contact Name :
Contact Fax : Contact No. :
Contact Email : Contact Fax :
Contact Email :
For Operational purposes, any correspondence shall be For Operational purposes, any correspondence shall
sent to:- be sent to:-
Branch :

Contact Name : Contact Name :

Contact No. : Contact No. :
Contact Fax : Contact Fax :
Contact Email : Contact Email :
SECTION B - SERVICE SUBSCRIBED BY THE COMPANY
1) Kindly mark (✓) for the Service taken up by the Company and (X) for the Service not taken up by the Company
2) Only the respective annexure for Service(s) taken up shall be attached to the Agreement
Type of Service / Annexure Applicable (✓) / Not applicable (X)
1. Bulk Payment Service / Annexure A [ ]
2. Autodebit Service / Annexure B [ ]
3. Collection Service / Annexure C
a) Over the counter [ ]
b) Automated Teller Machines (ATM) [ ]
c) Cash Deposit Machines (CDM) [ ]
d) SMS Banking [ ]
e) Internet Banking [ ]
f) Banking Beyond Branches [ ]
4. Statutory Body Payments Service / Annexure D [ ]
a) EPF [ ]
b) SOCSO [ ]
c) LHDN (Monthly Tax Deduction) [ ]

EXECUTION - This Agreement consists of this section, the General Terms and the Annexures attached. BSN and the
Company hereby agree to the terms and conditions of this Agreement:
Signed for and on behalf of In the presence of Signed for and on behalf of In the presence of
BSN the Company

Name : Name : Name : Name :

NRIC : NRIC : NRIC : NRIC :
Title : Title : Title : Title :

Master Agreement for Services

V042020
 ANNEXURE C
TERMS AND CONDITIONS FOR COLLECTION SERVICE

1.0 CREDITING PAYMENT AND TRANSMITTING DATA

1.1 Upon the Customer making Payment at BSN’s counter, BSN shall credit the Payment into the Company’s
Account.
1.2 BSN shall thereafter send the Transaction Data to the BSNeBiz System.

2.0 SERVICE CHARGE

2.1 The Service Charge payable hereunder shall be automatically debited by BSN from the Company’s
and/or the Customer’s Account (as the case may be) upon receipt of the Payment from the Customer and
shall be in the sum more specified in the table herein.

Description Particulars
RM per transaction
Company BSN Credit Card % of total collection
Service Charge
Non-BSN Credit Card % of total collection
Customer RM per transaction

3.0 MODE OF TRANSMITTING DATA IN THE EVENT OF UNAVAILABILITY OF BSNeBiz System

BSN shall manually send the Data to The Company which shall be in the form of a tape or diskette or any
other mode prescribed by BSN from time to time at the Cut Off Time not less than one (1) Working Day
before the Payment Date.

4.0 RECONCILIATION OF DATA

The Company may download the Transaction Data within (1) Working Day from the Payment Date.

Master Agreement for Services

V042020
GENERAL TERMS AND CONDITIONS

1.0 DEFINITIONS AND INTERPRETATIONS “EPF” - means the Employees Provident Fund Board,
a body corporate established pursuant to
1.1 In the Agreement, the Sections and the Annexures hereto, save Section 3 of the Employees Provident Fund
where the context otherwise requires, the following words and Act 1991 and includes the successors in title
expressions shall bear the following meanings namely:- and assigns thereof;

“Annexure A” - the terms and conditions in respect of the Bulk “EPF Collection means an account opened by EPF with BSN for
Payment Service and shall include any variation, Account” the purpose of crediting the EPF Payments;
addition, amendment or modification made “EPF Payments” - means the payments liable to be paid by
thereto; a Company and/or Customer in accordance with
"Annexure B" - the terms and conditions in respect of the the Employees Provident Fund Act 1991 and
Autodebit Service and shall include any which shall include other payments approved by
variation, addition, amendment or modification EPF from time to time;
made thereto; “File” - an electronic file containing the Data;
“Annexure C” - the terms and conditions in respect of the “FTP” - file transfer protocol;
Collection Service and shall include any
variation, addition, amendment or modification “LHDN” - Means Inland Revenue Board of Malaysia or
made thereto; Lembaga Hasil Dalam Negeri Malaysia, a
statutory body established under the Inland
“Annexure D” - the terms and conditions in respect of the Revenue Board of Malaysia Act 1995 and
Statutory Body Payments Service and shall includes the successor in the title and assigns
include any variation, addition, amendment or thereof.
modification made thereto;
“LHDN Collection - means an account opened by LHDN with BSN
“Bulk Payment - the service relating to Bulk Payment which terms Account” for the purpose of crediting the Monthly Tax
Service” and conditions are as more specified in Deduction Payments;
Annexure A;
“Parties” - BSN and the Company and “Party” shall mean
“Autodebit Service” - the service relating to the autodebit which terms either of them;
and conditions are as more specified in
Annexure B; “Payment” - the payment of salaries, wages, allowances,
bonuses, incentive payments and any other form
“Autodebit Form” - the autodebit form in BSN’s standard format of payment to the Customer or the amount
available at all BSN branches which may be payable by the Customer to the Company at
varied or amended or modified from time to time monthly or other regular intervals in relation to
or in the Company’s customized format as the Respective Annexures (as the case may be)
approved by BSN authorising BSN to make such and/or any other form of payment as BSN may
deductions as are necessary from the decide to include from time to time in connection
Customer’s Bank Account in respect of with the Agreement;
payments to the Company for services provided
by the Company and/or any other payments as “Payment Date” - the date specified in the Data, excluding non
agreed upon by both Parties from time to time; Working Days;

“Bank Account” - a BSN savings account; “RENTAS” - Real Time Electronic Transfer of Funds and
Securities;
“BSNeBiz System ” BSNeBiz system through which Data is
uploaded and downloaded by both BSN and the “Respective - Annexure A, Annexure B, Annexure C,
- Company for the provision of the respective Annexures” Annexure D and shall include any variation,
Services. addition, amendment or modification made
thereto and/or in relation to terms and conditions
“Collection Service” - the service relating to collection which terms and of such other services as BSN may decide to
conditions are as more specified in Annexure C; provide from time to time (references to
“Company’s Account” - the Company’s Bank Account into which the Respective Annexures may mean any one of
Payment shall be deposited and/or from which them as the context shall require);
Payment shall be made in relation to the “Respective Collection Account for each statutory body that
Respective Annexures (as the case may be); Collection Accounts” are EPF, SOCSO and LHDN and shall include
“Customer” - individuals who utilizes the Services pursuant to any variation, addition, amendment or
the Agreement and the Respective Annexures modification made thereto and/or in relation to
(as the case may be) who may include:- terms and conditions of such services as BSN
may decide to provide from time to time
(i) the employees of the Company who are Bank (references to Annexure D may mean any one
Account holders; or of them as the context shall require);
(ii) the customer of the Company and/or BSN “Service Charges” - the service charge payable by the Company to
who are or are not Bank Account holders; BSN as more particularly set out in the
Respective Annexures (as the case may be) for
“Cut Off Time” - the times between 7.00am and 6.30pm and/or the respective Services;
such other times as BSN may decide from time
to time where uploading of the Data is carried "Services" - the services provided by BSN to the Company
out; under the Agreement as more particularly set
out in Clause 3.0 and the SECTION B hereto
“Data” - all the relevant information required for the and such other services as BSN may decide to
provision of the Services; provide from time to time in connection with the
“Debit Instructions” - the Company’s instructions to BSN to deduct the Agreement (references to Services may mean
Payment due to the Company from the any one of the Services as the context shall
Customer’s Bank Account; require);

“Deduction Date” - the date specified in the Debit Instructions; “SOCSO” - Means the Social Security Organization, a
statutory body established under Employees'
Master Agreement for Services
V042020
GENERAL TERMS AND CONDITIONS

Social Security Act 1969 and includes the 4.0 TERM OF AGREEMENT
successors in the title and assigns thereof
4.1 The Agreement shall be deemed to become effective and enforceable
“SOCSO Collection - Means an account opened by SOCSO with BSN on the date stated above or such dates as may be mutually agreed
Account” for the purpose of crediting the SOCSO between the Parties and shall continue for a period of ONE (1) year
Payments; (“Initial Period”).
SOCSO Payments” - means the payments liable to be paid by
a Company and/or Customer in accordance with 5.0 SERVICE CHARGE
the Employees' Social Security Act 1969 and 5.1 In consideration of BSN agreeing to offer the Services to the
which shall include other payments approved by Company in accordance with the terms and conditions set forth herein
SOCSO from time to time; and under the Respective Annexures, the Company hereby agrees to
“Statutory Body - means the services provided by the Bank to pay the Service Charges which shall be automatically debited
Payments Services” enable the Company to make payment of the (‘Automatic Debiting’) by BSN from the Company’s Account in
EPF, SOCSO or LHDN through the BSNeBiz accordance with the Respective Annexures (as the case may be).
System and/or myBSN; 5.2 Notwithstanding Clause 5.1 above, BSN shall be entitled to vary the
“The Agreement” - this Master Agreement for Services and shall Service Charges at its absolute discretion.
include any variation, addition, amendment or 5.3 The Company shall not be entitled to any reduction in the Service
modification made thereto; Charges by reason of non-functioning of the Services at any time
“Transaction Data” - the data relating to the transactions effected via during the subsistence of the Agreement.
the Services (as the case may be);
6.0 BSNeBIZ System
“User ID” - the identity assigned by BSN to the Company to
enable the Company to access the BSNeBiz 6.1 The Company can access the BSNeBiz System only by virtue of the
System; User ID.
“Working Day” - the day (not being a Sunday or public holiday in 6.2 BSN shall accept the Data via the BSNeBiz System at the Cut Off
the Federal Territory of Kuala Lumpur) which Time.
BSN is open for business.
6.3 The Company shall ensure that the Data is sent to BSN via the
1.2 Words denoting the singular number only shall include the plural and BSNeBiz System before the Cut Off Time at 6.30pm not less than one
vice versa; (1) Working Day before the Payment Date or the Deduction Date (as
the case may be).
1.3 A period of days from the happening of an event or the doing of any
act or thing shall be deemed to be exclusive of the day on which the 6.4 In the event the BSNeBiz System is not available for any reason
event happens or the act or thing is done and if the last day of the whatsoever resulting in the Company not being able to upload the
period is a weekly and/or banking holiday or a public holiday Data, the Company shall manually send the Data to BSN in the form
("excluded day") the period shall include the day following which is not of a tape or diskette or by e-mail to BSN’s relevant personnel at the
the excluded day; time(s) mentioned in the Respective Annexures at no extra cost to the
Company.
1.4 The headings in the Agreement are inserted for convenience only and
shall be ignored in construing the Agreement;
7.0 CONFIDENTIALITY
1.5 Words denoting individuals or persons shall include bodies corporate,
partnerships, sole proprietorships, joint ventures and trusts; 7.1 Each Party shall at all times use its best endeavours to keep
confidential and to procure that its employees and agents shall keep
1.6 Reference to a clause, item, section or annexure is a reference to a confidential any confidential information which it or they may acquire
Clause, Item, Sections or Annexure of the Agreement; in relation to the Agreement generally and to the other Party and shall
not use or disclose such information, except with the written consent
1.7 The Sections and Annexures shall be taken read and construed as an of the other Party.
essential part of the Agreement.
7.2 For the purposes of the Agreement, “confidential information” means
2.0 PURPOSE any documents, data or information that is not generally known to the
The purpose of the Agreement is to regulate the provision of the public.
Services by BSN to the Company in accordance with and subject to 7.3 In amplification of and not in derogation of the provisions contained in
the terms and conditions set forth herein. this Clause 7.0, the Company further agrees that it shall comply with
all the security and secrecy provisions presently imposed or imposed
3.0 THE SERVICES on BSN from time to time by any law, regulation, rule or guideline
and/or by any body or authority having regulatory powers over it,
3.1 BSN shall provide the Company with services relating to:- including and not limited to the provisions under the Development
(a) Bulk Payment; Financial Institutions Act 2002 and the Personal Data Protection Act
2010.
(b) Autodebit;
7.4 All confidential information proprietary to a Party shall be returned to
(c) Collections; and/or that Party forthwith upon request by that Party.
(d) Such other services as BSN may decide to provide from time to 7.5 This clause shall survive the termination of the Agreement.
time which will be notified by BSN to the Company.
3.2 Other than the above-mentioned Services, BSN may also from time to 8.0 PERSONAL DATA PROTECTION
time provide other services or payment/collection method/channel 8.1 To the extent that any of the data/information extended to either Party
stated in the SECTION B hereto that the Customer and/ or the by the other Party and/or collected or processed by either party on
Company may utilize. behalf of the other party, pursuant to this Agreement, consists of
3.3 References in this Agreement to any services other than the “personal data” as defined in the Personal Data Protection Act 2010
service(s) specifically subscribed by the Company as per the (“PDPA”), both Parties agrees, and the Parties shall procure that its
SECTION B and its corresponding annexure shall be deemed employees and sub-contractors agree, to observe the other Party’s
irrelevant for the purpose of the Agreement between the Bank and the personal data protection requirements hereunder as may be modified
Company. from time to time.

Master Agreement for Services

V042020
GENERAL TERMS AND CONDITIONS

8.2 Where personal data is processed during the tenure of this 10.0 INDEMNITIES AND LIABILITIES
Agreement, both Parties will:
10.1 BSN
(a) process personal data in accordance with instructions from the
other Party whether general or specific in nature as set out in this 10.1.1 BSN hereby agrees to be liable for, indemnify and hold
Agreement or as otherwise notified by the other Party in writing harmless the Company from and against losses, claims,
from time to time; damages, liabilities, obligations, costs, fees and expenses
suffered by the Company that are caused by reasons of or
(b) process the personal data to the extent, and in such manner, as arising from the following PROVIDED THAT such liability and
is necessary for the performance of the Agreement or as required indemnity shall only be limited to actual costs charges and
by any law and/ or regulations in force; expenses suffered by the Company and shall not extend to any
consequential and/or potential loss or damage:-
(c) ensure the reliability of any personnel having access to the
personal data; (a) any breach by BSN of any of its obligations, undertakings
and/or covenants under the Agreement and the
(d) take appropriate technical and organisational measures to
Respective Annexures;
protect the personal data any loss, misuse, modification,
unauthorised or accidental access or disclosure, alteration of (b) BSN's failure to comply with the Agreement and the
destruction, including by ensuring a level of security appropriate Respective Annexures; or
to the harm that might result from said acts and appropriate to
the nature of the personal data; (c) any action or claim by any person arising from misconduct,
(e) permit either party and/or its representatives, to inspect and audit mistake, default, fraud, negligence or any unauthorised act
the other party’s data processing activities (and/or those of its of BSN.
agents and sub-contractors) to ensure compliance with the PDPA 10.1.2 BSN shall be absolved from any liability whatsoever in respect
and this clause; of:-
(f) not transfer, disclose, use or share the personal with any third (a) any error or omission arising in the Payment due to the
party without the other Party’s express written consent; Customer. If there arises a dispute relating to such
(g) not transfer the personal data outside of Malaysia without the Payment to the Customer due to any error, delay, wilful
other Party’s express written consent; act, negligence or omission on the part of BSN to remit the
amount payable to the Customer then BSN shall only be
(h) return all personal data to the other Party (or if requested by the responsible to remit to the Customer the said amount
other Party, destroy the personal data and provide written which should have been remitted if not for the error, delay,
confirmation of the same) upon request; wilful act, negligence or omission on BSN's part.
(i) promptly notify the other Party, in writing, when it becomes aware For the avoidance of doubt, BSN shall not be held liable for
or reasonably ought to have become aware of any breach of its any error or omission arising in the Payment made in
obligations under this Agreement that results in an actual or reliance of the Data provided by the Company to BSN;
reasonably suspected unauthorized disclosure of personal data,
whether on the part of itself or its officers, employees, agents or (b) fraud, unauthorised act, any negligent act, misconduct,
sub-contractors and of steps taken to repair the breach; and mistake or default of the Company or its officers, directors,
employees, servants or agents;
(j) respond promptly to the other Party in order that the other Party
may deal adequately with all enquiries received relating to (c) the insolvency of the Company;
personal data protection.
(d) any loss or destruction of any transactions effected via the
8.3 Both parties agrees to indemnify the other party against all losses, Services while in transit or being communicated by
costs, expenses, damages, liabilities, demands, claims, actions and electronic or other means from the Company to BSN or not
proceedings which the other party may incur arising out of a breach of in its possession which are not due to the default or
this clause. negligence of BSN; or
8.4 For the purpose of this clause, to “process” personal data is to collect, (e) any indirect, incidental or consequential loss to the
record, hold and/or store personal data or carry out any operation or Company.
set of operations on the personal data as prescribed in the PDPA.
10.2 The Company
9.0 RECONCILIATION OF DATA
10.2.1 The Company hereby agrees to be liable for, indemnify and
9.1 The Parties hereby agree that the accuracy and validity of the Data hold harmless any and all losses, claims, damages, liabilities,
shall be solely the responsibility of the Company and BSN shall not be obligations, costs, fees and expenses whatsoever (including
obliged to verify or inquire further into any aspect of the same. legal fees on a solicitor and own client basis) that are caused
9.2 The Company may download the Transaction Data in respect of the by reasons or arising from the following, PROVIDED THAT
Services within one (1) Working Day from the respective dates such liability and indemnity is limited to actual costs and shall
mentioned in the Respective Annexures. not extend to any consequential and/or potential loss or
damage:-
9.3 The Parties hereto agree that the Transaction Data shall in the
absence of manifest error be prima facie proof of the Payment and (a) any breach by the Company of any of its obligations,
shall be admissible in court as evidence and proof of the same. undertakings and/or covenants under the Agreement and
the Respective Annexures;
9.4 In the event of any discrepancy, the Company shall inform BSN of the
same within three (3) Working Days from its receipt of the Transaction (b) the Company's failure to comply with the Agreement and
Data, whereupon BSN shall within seven (7) Working Days from such the Respective Annexures or otherwise derived by virtue of
notice furnish the Company with the relevant electronic journal, it utilizing the Services; or
generated report, advice slip or other form of receipt for the same as (c) any action or claim by any person arising from misconduct,
proof of the respective Services’ transaction(s). mistake, default, fraud, negligence or unauthorised act of
9.5 In the event the Transaction Data cannot be downloaded by the the Company, its employees, servants or agents; or
Company from the BSNeBiz for whatsoever reason or in the event of (d) acceptance of any instruction given by the Company or
a failure or malfunction of BSN’s systems, BSN shall make reasonable breach by the Company of any of the terms and conditions
efforts to continue the provision of the Services to the Customer of any of BSN’s payment /collection method.
pending resolution thereof.
10.2.2 For the avoidance of doubt, the Company shall not be liable for
9.6 The Automatic Debiting shall not be reflected in the Transaction Data. any indirect, special, incidental or consequential damages

Master Agreement for Services

V042020
GENERAL TERMS AND CONDITIONS

(including loss of profits and loss of use) to BSN, losses that obligations hereunder and the Respective Annexures are
are not caused by a breach of the terms of this Agreement and withdrawn, resolved, terminated or has expired and are not
losses relating to any business or BSN, loss of profits or renewed or otherwise invalid (if applicable); or
opportunity or otherwise. In any event, the Company’s liability
shall be expressly limited to the value of this Agreement. (c) the other Party ceases or threatens to cease to carry on the
whole or any substantial part of its business other than in the
11.0 REPRESENTATIONS & WARRANTIES course of reconstruction or amalgamation; or

11.1 BSN hereby warrants and represents that:- (d) the other Party goes into liquidation, whether compulsory or
voluntary (except for purposes of a bona fide reconstruction or
amalgamation with the consent of the other Party which consent
11.1.1 in the event the BSNeBiz is not available due to any reason shall not be unreasonably withheld or delayed); or
whatsoever then BSN shall provide alternative means of
effecting the Services; and (e) the other Party becomes insolvent or is unable to pay its debts
or admits in writing its inability to pay its debts as they fall due or
11.1.2 it has acquired and/or is maintaining the appropriate approvals, enters into any composition or arrangement with its creditors or
licenses and other necessary consents from the relevant makes a general assignment for the benefit of its creditors; or
authorities to provide the Services to the Company.
(f) a receiver & manager or an administrator or Official Assignee is
11.2 The Company hereby represents and warrants that:- appointed over the whole or any part of the Parties’ undertaking
11.2.1 the execution of the Agreement and the performance of its or assets; or
obligations under the Agreement and the Respective (g) the other Party fails to remedy or take adequate steps to
Annexures are within the Company's powers and does not remedy, where remediable, its default within thirty (30) days
constitute a breach of any agreement of the Company with from the date of the notice from the first party requiring the
any party; and default to be remedied.
11.2.2 no litigation, arbitration or proceeding is taking place, pending
or, to its knowledge, threatened against it or any of its assets 13.3 Notwithstanding the termination of the Agreement pursuant to sub-
which may have a material adverse effect on its business, clause 13.1 and 13.2 above, either Party’s rights and/or obligations
assets or financial condition. and/or liabilities in relation to the obligations, undertakings and
covenants under the Agreement and/or the Respective Annexures
11.3 The Parties shall rely upon the other’s representations and warranties
which accrued prior to the date of termination shall continue to be
herein without any obligation to verify the truthfulness, accuracy or
binding upon it.
completeness of the same.
13.4 The Agreement shall continue to remain in effect as regards to each
11.4 Failure of any of the above representations and warranties to be true
Party hereto until otherwise terminated under the provisions contained
during the term of the Agreement shall constitute a material breach of
herein and/or the Respective Annexures save as provided herein as
the Agreement and the non-defaulting party will have the right, upon
surviving the termination of the Agreement.
written notice to the other, to immediately terminate the Agreement in
accordance with Clause 13.1 hereto and all amounts outstanding
hereunder to BSN shall be immediately due and payable. 14.0 DISPUTE RESOLUTION
14.1 The Bank and the Company shall each designate in writing to the
12.0 COVENANTS other Party a representative who shall be authorised to resolve any
dispute arising under this Agreement and, unless otherwise expressly
12.1 The Company hereby agrees covenants and undertakes as follows:-
provided herein, to exercise the authority of the Party which appointed
12.1.1 it shall promptly supply BSN with all necessary information him to make decisions by mutual agreement.
and materials at its own expense as may be required by BSN
14.2 If the designated representatives are unable to resolve any dispute
from time to time (for such reasonable purpose in relation to
arising under this Agreement, the dispute shall be referred by the
the Services as may be notified to the Company) and hereby
representatives, respectively, to a senior officer designated by the
authorises BSN to supplement, modify or reproduce such
Bank and to a senior officer designated by the Company for
information and material in order to correct any errors, ensure
resolution. If both senior officers agree, all or part of the dispute may
compatibility and appropriateness of the same for such
be referred to an independent expert for advice or resolution on terms
purpose provided always that prior approval of the Company
to be agreed by such senior officers.
shall be obtained for any proposed change thereof; and
14.3 If any decision on dispute is mutually agreed by the designated
12.1.2 it shall at all times during the continuance of the Agreement
representatives of the Parties pursuant to Clauses 14.1 and 14.2
utilize the Services and comply with the terms and conditions
above, such decision shall be final, conclusive and binding onto both
set forth herein and the Respective Annexures and such other
Parties in relation to such dispute.
agreements as may be required by BSN from time to time.
14.4 The Parties hereby agree to attempt to resolve all disputes arising
13.0 TERMINATION OF SERVICES hereunder promptly, equitably and in a good faith manner. The Parties
further agree to provide each other with reasonable access during
13.1 Either Party shall be entitled to terminate the Services under the
normal business hours to non-privileged records, information and data
Agreement and/or the Respective Annexure by giving to the other
pertaining to any such disputes subject to compliance with any
Party at least thirty (30) days notice prior to the expiry of the current
confidentiality obligations under this Agreement or written law.
term.
14.5 Failing such amicable settlement, any and all disputes, controversies
13.2 Notwithstanding Clause 4.1 hereto, either party shall be entitled to
and conflicts arising out of or in connection with this Agreement or its
terminate the Services at any point of time for the following events
performance (including the validity of this Agreement) or the breach,
whereby the written notice shall be forthwith:-
termination or invalidity thereof, which cannot be settled by good faith
(a) either Party fails to comply with the terms set herein and/or in negotiations between the Parties shall be settled in a court of law.
the Respective Annexures and commits any material breach of
any of the terms and conditions and/or its representations and 15.0 FORCE MAJEURE
warranties, obligations, undertakings or covenants under the
Agreement and the Respective Annexures and fails to 15.1 Neither Party hereto shall be liable for any failure or delay on its part
discontinue or remedy such breach after being given notice to in performing any of its obligations, or for any loss or damage caused,
do so by the other Party; or or charges or expenses incurred or suffered by reason of such failure
or delay, in so far as, such failure or delay is occasioned by any cause
(b) the licenses, consent, approval, waiver and authorisation (if any) beyond the control of the Party in default including (but not limited to)
deemed necessary for the Parties’ to perform their respective war, strikes, riot, or civil commotion, government action, rules and
Master Agreement for Services
V042020
GENERAL TERMS AND CONDITIONS

regulations or legislation of government, acts of God, outbreak of 21.0 GOVERNING LAW

epidemic and/or virus and enemy action ("Event of Force Majeure").
The Parties hereto agree that the Agreement shall be governed by the
15.2 Upon the occurrence of an Event of Force Majeure, the Party so laws of Malaysia and the Parties hereby submit to the non-exclusive
affected shall, for the duration of the same, be relieved of any jurisdiction of the High Court of Malaya and/or the directives and/or
obligation under the Agreement which is affected by such event regulations issued by the relevant regulatory body or authority in
PROVIDED ALWAYS THAT the provisions with regard to all Malaysia.
obligations under the Agreement and/or the Respective Annexures
which are not affected by the Event of Force Majeure shall remain in 22.0 ASSIGNMENT AND NOVATION AND RECONSTRUCTION OF BSN
force.
22.1 The Parties shall not assign, novate or transfer all or any part of their
15.3 Either Party may, if the Event of Force Majeure continues for more respective rights or obligations under the Agreement or delegate
than thirty (30) days, terminate the Agreement upon giving seven (7) performance under the Agreement without the prior written approval of
days written notice to the other in which event neither Party shall be the other Party (except as expressly permitted by the Agreement) and
liable to the other by reason of such termination PROVIDED ALWAYS any assignment, novation, transfer or delegation which is made
THAT if the Agreement and/or the Respective Annexures have not without such prior written approval shall constitute a breach of the
been terminated, the Party so affected by such Event of Force Agreement.
Majeure shall resume its full obligations under the Agreement and/or
the Respective Annexures upon cessation of such event. 22.2 The Company’s obligations and liabilities shall continue to be valid
and binding for all purposes whatsoever notwithstanding any change
16.0 NOTICES by amalgamation, reconstruction or otherwise which may be made in
the constitution of BSN or by any BSN by which the business of BSN
16.1 All notices shall be deemed sufficiently served on each Party hereto if may for the time being be carried on and shall be available to BSN
sent by ordinary post to, or left at, or by e-mail to, the Party’s business carrying on the business for the time being and the Company agree
e-mail address or by facsimile and shall be deemed to have been that no such changes shall affect the obligations and liabilities created
delivered to the relevant party :- here within in relation to any transaction whatsoever whether past,
present or future.
(a) If sent by post, in the ordinary course of posting;
(b) If personally despatched, on the same working day of despatch; 23.0 SUCCESSORS BOUND
(c) If faxed, upon receipt of a transaction report confirming the The Agreement shall be binding on the successors-in-title and the
same; and persons deriving title under BSN and the successors-in-title of the
Company and the rights and liabilities created by the Agreement shall
(d) If e-mailed, upon receipt of e-mailed acknowledgement from the continue to be valid and binding for all intent and purposes whatsoever
other party that the same has been received. notwithstanding any change by amalgamation, reconstruction,
expulsion or otherwise which may be made in the constitution of BSN
17.0 COSTS and/or the Company.
All costs and expenses incurred by the Parties under the Agreement 24.0 NON WAIVER
and/or the Respective Annexures shall be borne by the respective
Parties and stamp duty hereon shall be paid by BSN. No failure or delay on the part of any Party hereto in exercising any
power or right hereunder shall operate as a waiver thereof nor shall
any single or partial exercise of such right or power preclude any other
18.0 ENTIRE AGREEMENT or further exercise thereof or the exercise of any other rights or power
18.1 The Agreement and/or the Respective Annexures embodies all the herein.
terms and conditions agreed upon between the Parties hereto as to
the subject matter of the Agreement and supersedes and cancels in 25.0 SURVIVAL OF RIGHTS DUTIES AND OBLIGATIONS
all respects all previous agreements and undertakings, if any, The termination of the Services for any reason, shall not release BSN
between the Parties with respect to the subject matter hereof whether or the Company from any liability which at the time of such termination
such be written or oral. has already accrued to the other Party which thereafter may accrue in
18.2 For the avoidance of doubt, the Parties hereto agree that terms and respect of any act or omission by BSN or the Company prior to such
conditions as set out in the Respective Annexures but not specifically termination.
mentioned herein shall form part of the Agreement.
26.0 ADVERTISING AND PROMOTION
19.0 AMENDMENTS, VARIATIONS AND MODIFICATIONS
26.1 Each Party shall obtain the written consent of the other before the
19.1 Notwithstanding any provision of the Agreement and/or the inclusion or withdrawal of the other Party's name, address, marks in
Respective Annexures to the contrary, either Party has the right to its promotional and advertising materials related to the Services
review and/or vary and/or amend and/or modify any of the terms of
the Agreement and/or the Respective Annexures at any time 26.2 The Parties agree that all advertising, publicity and other materials
throughout the duration of the Agreement, subject to the mutual generated or originated from BSN or paid for by BSN under this
agreement of the other Party. Agreement shall belong to BSN and likewise, the Company shall own
all materials paid for or generated by the Company.
19.2 Either Party may amend (with seven (7) days’ written notice to the
other Party) any of the terms of the Agreement and/or the Respective 26.3 Each Party shall bear its own costs for promotion and marketing of the
Annexures wholly or in part if the same is made pursuant to the Services including hosting of any events in respect of the Services.
amendment or introduction of guidelines by Bank Negara Malaysia 26.4 Upon termination of this Agreement, the Parties shall cease all use of
and/or other governmental authority under which jurisdiction a Party the other Party’s name, mark and /or logo in any document,
falls or by the amendment or introduction of any statute, legislation, promotional and/or advertising material and any cost related or
regulation or by-laws. incidental to the same shall be borne by the respective Parties.

20.0 SEVERABILITY 27.0 KNOWLEDGE AND ACQUIESCENCE

20.1 Each of the terms in the Agreement is severable and distinct from the 27.1 Knowledge or acquiescence by any Party of, or in, any breach of any
others and if at any time one or more of such terms is or becomes of the provisions of the Agreement shall not operate as, or be deemed
invalid, illegal or unenforceable, the validity, legality and enforceability to be, a waiver of such provisions and notwithstanding such
of the remaining provisions shall not be affected or impaired in any knowledge or acquiescence, such Party shall remain entitled to
way thereby. exercise its rights and remedies under the Agreement, and at law, and
to require strict performance of all of the provisions of the Agreement.
Master Agreement for Services
V042020
GENERAL TERMS AND CONDITIONS

28.0 TIME
Time wherever mentioned herein shall be of the essence of the
Agreement.

29.0 DISCLOSURE
29.1 The Company agrees that BSN and each of its officers may divulge or
disclose information pertaining to the Company’s Accounts, affairs
and/or transactions or instructions made pursuant to this Agreement:-
(a) and that the Company hereby expressly consent to the
disclosure of the above by BSN to the following parties:
(i) the Bank’s head office and branches;
(ii) Bank Negara Malaysia; (the Central Credit Unit and Central
Credit Reference Information System established by Bank
Negara Malaysia) and
(iii) any person and/or party to whom the Bank is under an
obligation to make disclosure under the requirements of
any law, rules, regulations and/or guidelines binding on the
Bank or any other authority which has jurisdiction over the
Bank;
(b) to the subsidiary of BSN PROVIDED THAT to whom such
information is disclosed to and the purpose of such disclosure
will be notified by BSN to the Company PROVIDED FURTHER
THAT BSN shall take all reasonable care to ensure that such
information shall remain confidential within BSN’s group of
subsidiaries;
(c) to any other third parties SUBJECT TO the Company’s express
consent to the same (excluding information relating to the affairs
or account of the Company).

30.0 TAX
Any sum set out in this Agreement or otherwise payable by any party
hereto to any other party pursuant to this Agreement shall be deemed
to be exclusive of any tax imposed or will be imposed by the
Government of Malaysia or any other competent authority in Malaysia
based on the prevailing rate which is chargeable on the Service (or
services) for which such sum is (the whole or part of) the consideration
for tax purposes.

[END OF GENERAL TERMS & CONDITIONS]

Master Agreement for Services

V042020