1.1 This “Agreement” consists of these Card Services Terms & Conditions and the Signature Page attached hereto and is made by and among Merchant (GHL Cardpay Sdn Bhd), the Sponsored Merchant, in each case as named on the Signature.

1.2 Member is a member of Visa International, Inc. (“Visa”), MasterCard International, Inc. (“MasterCard”), JCB International Co., Ltd. (“JCB”), and any other card associations as may be specified by Processor from time to time (including their respective successors and assigns, collectively, the “Card Associations”).

Processor is a registered independent sales organization, a member service provider or a third party processor of each Card Association as may be necessary to perform services under this Agreement. Merchant is GHL Cardpay Sdn Bhd and Sponsored Merchant is merchant sponsored by GHL Cardpay Sdn Bhd.

1.3 Under the terms of this Agreement, Sponsored Merchant will be furnished with the services and products described herein and selected by Sponsored Merchant herein (collectively and individually, as applicable, the “Services”) with respect to transactions for sale of goods and/or services involving cards issued under the Card Associations and/or card issuers accepted by Merchant for the time being (“Card Transactions”). Sponsored Merchant agrees to be bound by this Agreement, as may be modified or amended from time to time.

1.4 If signed by a firm, the expression “Sponsored Merchant” shall include the person or persons from time to time carrying on the business of such firm and, if Merchant comprises of two or more persons, the expression “Sponsored Merchant” shall include all and each of them and their liabilities under this Agreement shall be joint and several.

1.5 Any reference in this Agreement to “Merchant”, “Sponsored Merchant”, “Processor”, Member” or “Depository” shall, if the context permits or requires, be construed so as to include its and any subsequent successors, legal representatives and permitted transferees and assigns in accordance with their respective interests.

1.6 If the context permits or requires, words importing the masculine gender shall include the feminine and neuter genders, and words in the singular number shall include the plural number and vice versa. Any reference to a “Clause” shall mean a clause hereof.

2.1 Processor’s and Merchant’s card processing services, which are provided under this Agreement, consist of:

(a) authorization of Card Transactions (by Processor);

(b) electronic draft capture (or collection of sales slips) of Card Transactions (by Merchant);

(c) out clearing of Card Transactions to the appropriate Card Associations and/or card issuers (by Processor);

(d) provision of information to Member to effect settlement of such transactions (by Processor);

(e) dispute resolution with cardholders’ banks (by Processor); and

(f) transaction-related reporting, statements and products (by Merchant).

2.2 From time to time under this Agreement, upon Sponsored Merchant’s request, Merchant may facilitate the transmission of certain payment card transactions (“Switched Transactions”) to the respective card issuers, including but not limited to American Express®, Diners Club® and various fleet, private label and commercial cards. Switched Transactions require Merchant’s prior written approval and are subject to applicable pricing. Member will not effect payment to Sponsored Merchant for Switched Transactions.

2.3 Sponsored Merchant has elected to accept cards of the card types as specified on the Signature Page. Sponsored Merchant agrees to pay, and the Sponsored Merchant’s Account(s) (as defined in Clause 5) will be charged pursuant to Clause 5 of this Agreement for, any additional fees incurred as a result of Sponsored Merchant’s subsequent acceptance of transactions with any card type that it has not elected to accept on the Signature Page (which shall be subject to Merchant’s agreement to process the same).

3.1 Sponsored Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Sponsored Merchant hereunder to charge purchases or leases of goods and services, provided that such Card Transaction complies with the terms of this Agreement. Each such transaction will be evidenced by a valid transaction record in an approved form such as a sales slip. Sponsored Merchant will not present any sales slip that does not arise out of a Card Transaction between a cardholder and Sponsored Merchant.

3.2 Sponsored Merchant agrees:

(a) To follow the Card Acceptance Guide issued by Processor and for the time being in force, which is incorporated into and made part of this Agreement;

(b) To be bound by the operating regulations and rules of the Card Associations, including without limitation to any rules and regulations related to cardholder and transaction information security, such as Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program.

(c ) Sponsored Merchant must ensure that all the service provider who participating in the processing, transmission or storage of card payment details on behalf of Sponsored Merchant fully complies with the PCIDSS and completes the validation requirements. Sponsored Merchant also need to ensure all whoever participating in the transmission, acceptance or storage of card payment details for your business on Sponsored Merchant's behalf fully complies with the PCI Standard.

(d) Sponsored Merchant may only store the following information however if Sponsored Merchant decides to store the cardholder's number, it is the obligation of the Sponsored Merchant to ensure the security and protection by using encryption or other methodologies that precludes unauthorised individuals from deciphering the card number. Sponsored Merchant in any circumstances must not store any of the CVC2 number, PIN or the Magnetic Stripe Data.

(i) Cardholder number

(ii) Cardholder name

(iii) Card Expiry date

(iv) Extended service code (used for Smart Card processing)

(e) Sponsored Merchant must disclose details of Service Provider who facilitate transaction on behalf of Sponsored Merchant whenever requested by the Merchant.

(f) Sponsored Merchant must follow the Data Breach Procedures immediately upon suspected or known breaches on the system, or any of the service provider who has access to, stores or transmits credit card payment details. Sponsored Merchant must :

(i) Identify the cause of event and immediately notify Merchant;

(ii) Isolate or unplug any affected system from all networks involved in the Services;

(iii) Cease installing or making any changes to software related to the Services;

(iv) Tighten security controls pertaining to all networks relating to the Services;

(v) Implement and follow the Disaster Recovery Plan;

(vi) Maintain a rigorous audit trail of all action taken to isolate and rectify the event

(vii) Commence calculating the gross potential exposure that may arise from such event and notify the merchant in writing of the results of such calculations as soon as possible, but within a 24 hour period.

(g) PCIDSS accreditation program

(i) Upon Sponsored Merchant being onboarded by the Merchant, Sponsored Merchant is bound to complete the PCIDSS accreditation program within 3 months, or within 3 months of notification by the Merchant to Sponsored Merchant to comply with this requirements.

(ii) Should Sponsored Merchant unable to comply with the PCIDSS accreditation program, the facility status will be place in the non-compliant category. This invites the "non-compliance fines" from the Card Schemes which Merchant will passed on to Sponsored Merchant.

(iii) In the event that Sponsored Merchant suffers a card data compromise incident and Sponsored Merchant have not complied with the PCIDSS accreditation program, Card Schemes will levy heavy penalties and Sponsored Merchant agrees that Merchant will pass on the penalties to them.

(iv) Sponsored Merchant agrees to borne all cost involve to complete the PCIDSS accreditation program.

3.3 Merchant may, from time to time, issue written directions (via mail or facsimile) regarding procedures for Sponsored Merchant to follow and forms to use to carry out this Agreement. These directions and the terms of the forms are binding as from the effective date specified in such directions and shall form part of this Agreement.

4.1 Sponsored Merchant shall adequately display the Card Associations and card issuer service marks and promotional materials supplied by Merchant. Sponsored Merchant shall cease to use or display such service marks in any way (including, without limitation, in promotional materials and transaction related papers or forms of Sponsored Merchant) immediately upon notice from Merchant or upon termination of this Agreement. Sponsored Merchant shall not issue or despatch any promotional materials which include any reference to Merchant or Processor or Member or its name, trade name, logo, service mark and/or trademark without its prior written consent.

4.2 Sponsored Merchant irrevocably authorises Merchant, Processor and Member to include its name in any directory or promotional materials produced by Merchant, Processor or Member in connection with the acceptance of the cards.

5.1 Sponsored Merchant agrees to pay the fees, charges and expenses described on the Signature Page, together with any other liabilities or expenses described in this Agreement.

5.2 Merchant will pay Sponsored Merchant for Card Transactions submitted under this Agreement by credit to the account(s) designated by Sponsored Merchant (the “Sponsored Merchant’s Account(s)”) or by delivery of a cheque or other negotiable instrument made payable to Sponsored Merchant or by any other means acceptable to Merchant. Unless otherwise agreed by Merchant, Sponsored Merchant will be paid within the timeframe set out on the Signature Page for the gross amount of the Card Transactions submitted less the amount of any discount, Monthly Terminal Rental, fees and other charges (including chargebacks and adjustments or any administration handling fee of RM100 or 5% of the transaction amount whichever is greater ) set forth in this Agreement and credit vouchers deposited (together with any taxes payable in respect thereof); provided, however, that Merchant does not warrant payment within this timeframe if the Sponsored Merchant’s Account(s) is maintained with a financial institution other than Member. If the amount payable to Sponsored Merchant hereunder is insufficient to pay