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TERMS AND CONDITIONS

Partnership Referral System

THESE TERMS AND CONDITIONS GOVERN THE RELATIONSHIP OF BAYO PAY (M) SDN BHD (HEREINAFTER REFERRED TO AS “BPSB”) AND THE RESPECTIVE REFERRER (HEREINAFTER REFERRED TO AS “REFERRER”) ALSO INDIVIDUALLY REFERRED TO AS “PARTY”, AND COLLECTIVELY “THE PARTIES.” THESE TERMS AND CONDITIONS SHALL BE MADE KNOWN TO THE REFERRER AT THE TIME OF APPLICATION AND REGISTRATION FOR THE REFERRER. BY ACKNOWLEDGING THE REGISTRATION OF THESE PROCESSES AND/OR OTHER MANNER AS DETERMINED BY BPSB, THE REFERRER ACCEPT THESE TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. BPSB RESERVES THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE TO THE REFERRER.

IF THE REFERRER DOES NOT UNDERSTAND ANY OF THE TERMS AND CONDITIONS, THE REFERRER MAY CONTACT BPSB’S CUSTOMER SERVICE FOR CLARIFICATIONS.

DEFINITIONS

1.1 “Applicable Laws”

means any federal, state or local statute, regulation, by law, ordinance or subordinate legislation in force from time to time in Malaysia applicable to these Terms and Conditions and includes any common law rules and principles and equity as applicable from time to time;

1.2 “Confidential Information”

means all information of any kind whether communicated verbally, reduced in writing, in printed or electronic form, including without limitation to any personal data as defined in the Personal Data Protection Act 2010 [Act 709], technical information, data, know-how, and information relating to either Party’s (or its respective holding, related or subsidiary companies’) business including Commission Rate, marketing strategies, financial condition, intellectual property and operations whether or not labelled or described as “Confidential” and disclosed from a Party to the other Party, whether before or after the Effective Date;

1.3 “Commission Rate”

means the percentage or fixed payment rate that is awarded to the Referrer upon successful referral by the Referrer via their respective Referral Code;

1.4 “Customer” or “User”

means the person to whom the Etc. Card is issued and registered upon successful referral by the Referrer via Referral Code;

1.5 “Effective Date”

means the date of Referrer’s successful registration;

1.6 “Fees”

means the applicable fee, costs, charges, and/or payments for the works done by BPSB excluding any taxes;

1.7 “Intellectual Property”

means any and all (a) documentation (b) computer programmes ; (c) works of authorship (whether copyrightable or not); (d) inventions (whether patentable or not), know-how, technology, trade secrets, confidential information, designs, processes and technical data; (e) patents, design patents, utility models, industrial designs, copyrights, registrations and applications therefore, foreign counterparts thereof and similar rights and assets in any country;

1.8 “Intellectual Property Rights”

means all current and future worldwide rights under patent, copyright, trade secret, trademarks and other similar rights;

1.9 “Partnership Referral System”

means a system developed by BPSB that allows the Referrer to open an Account and have access to all the features in the system;

1.10 “Partnership Referral System Portal”

means the website located at URL https://refer.bayo.my/referrer-fe/#/auth/login ;

1.11 “Personnel”

means BPSB’s or the BPSB’s employees, officers and sub-contractors;

1.12 “Referrer”

means any person who is eligible under these Terms and Condition to register as a referrer of the Partnership Referral System ;

1.13 “Referrer’s Account”

means a Partnership Referral System account assigned to an Referrer upon successful registration where the Referrer can access the following features via Partnership Referral System Portal (i) Referrer Dashboard (ii) Reporting; and (iii) Contact Us;

1.14 “Referral Code”

means the unique referral code generated upon successful registration by a Referrer via the website;

1.15 “Ringgit Malaysia” or “RM”

means the lawful currency of Malaysia;

1.16 “Service(s)”

means any of the services provided by BPSB under the terms and conditions of these Terms and Conditions;

1.17 “System”

means BPSB’s Partnership Referral System;

1.18 “Term”

The term of these Terms and Conditions shall commence from the Effective Date and continues to be in effect until terminated in accordance with Clause 10.2 or 10.3 of these Terms and Condition;

1.19 “User Data”

means any data, information, media, or other content relating to the User submitted either by the User or the Customer to the Software or Services.

INTERPRETATION

1.1

In these Terms and Conditions, unless the context requires otherwise :

(a) words denoting any gender shall include all genders;

(b) words denoting the singular number shall include the plural and vice versa;

(d) words denoting natural persons include individual, firms, bodies corporate and unincorporated and authorities and vice versa;

(e) reference to any agreement (including but not limited to these Terms and Conditions) includes a reference to the same as from time to time modified or varied in any manner or respect whatsoever and any other instruments or documents from time to time issued or executed supplemental thereto, in addition thereto or in substitution therefore whether before or after the date of these Terms and Conditions but nothing in this clause implies that performance of part of an obligation constitutes performance of the entire obligation;

(f) reference to a law, regulation, order or guideline is a reference to a law, regulation, order or guideline as may from time to time be amended, modified, varied or extended whether before or after the date of these Terms and Conditions;

(g) a reference to a right includes a power, authority, discretion, benefit, or remedy conferred on a Party under these Terms and Conditions or any Applicable Laws;

(h) where an act is required to be done within a specified number of days after or from a specified date, the period shall begin to run from the day immediately after the date so specified;

(i) the headings and sub-headings in these Terms and Conditions are inserted for convenience only and shall not have any effect in construing these Terms and Conditions;

(j) no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of this Agreement;

(k) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(l) a reference to a Party under this Agreement includes that Party’s successors-in title and permitted assigns; and

(m) the schedules, appendices and any form attached to this Agreement shall form an integral part of this Agreement.

REGISTRATION AND ELIGIBILITY

2.1

To be deemed as a Referrer eligible for the referral fee, the Referrer must be an individual of at least eighteen (18) years of age, or an entity registered under the law .

2.2

Registration as an Referrer may be done online through BPSB’s Partnership Referral System Portal.

2.3

For the purpose of conducting BPSB’s business (including relevant online services), BPSB may collect from the Referrer and hold some or all of the personal data such as, but not limited to, the following to enable BPSB to provide Service to the Customer:

(a) Name as per identification document;

(b) Gender;

(d) Information for the verification of identity, including identification document type and identification number;

(e) Banking account details including bank name, bank account holder name, bank account number, bank branch, bank swift code and IBAN;

(f) Age and date of birth;

(g) Occupation; and/or

(h) Nationality.

2.4

Upon successful registration in the system, Referrer will be issued a Referral Code which is tied to their registration.

2.5

A Referrer who has successfully completed the application online will be notified of the Commission Rate in their Partnership Referral System Portal.

2.6

The Referrer is required to provide true, correct, and complete personal details. BPSB shall not be liable for any implication that may arise as a result of any mistake or erroneous information in the Referrer’s application details.

2.7

In the event BPSB finds that the Referrer has created a forged application or used forged data in the Referrer’s registration for the referral system, BPSB shall at any time be entitled to immediately block, cancel or terminate the Referrer’s registration without any prior notice to Referrer and BPSB shall not be held liable for any loss or damage suffered by the Referrer for the same. BPSB shall further be entitled to take any action against the Referrer as may be deemed necessary or as may be required under governing laws or by the relevant governing authorities.

2.8

BPSB reserves the right to refuse and to reject any application at BPSB’s sole and absolute discretion without assigning any reasons whatsoever, and BPSB’s decision shall be final and conclusive.

REFERRAL ARRANGEMENTS

3.1

Upon acceptance of these terms and conditions, the Referrer may, from time to time, refer potential Customer to BPSB of etc. Programme or any products to be determined by BPSB from time to time through the usage of their Referral Code.

3.2

The process flow for the referral process flow (one tier) shall be as follows :

(i) Referrer registers his/her Account through BPSB’s Partnership Referral System Portal;

(ii) Referrer shares Referral Code to the Customer;

(iii) Customer registers their etc. account via mobile application. During the registration, Customer can add the abovesaid Referral Code;

(iv) Upon any successful transaction event by the Customer, the commission amount will be reflected on the Dashboard of the Partnership Referral System Portal.

3.3

BPSB shall pay the Referrer for each successful referral, where a successful referral is defined as the any successful transaction done by the Customer. Referrer is not entitled for payment of any unsuccessful referral. BPSB shall pay the Referrer their referral fee within 14 days after the end of each month of the completed referral to the financial institution or e-wallet at our sole discretion.

3.4

BPSB will pay the Referrer a fee for these referrals at the rate specified by BPSB.

3.5

The payment of the commission shall be made in RM and net of applicable taxes and fund transfer charges.

3.6

Item 4 also applies to sub-referrer who registers using the Referrer’s Referral Code with the commission arrangement to be determined by BPSB (“Sub-Referrer”) in which these terms and conditions shall be binding upon the Sub-Referrer.

3.7

BPSB shall not be responsible for any failure of the Customer to add the Referral Code during registration.

3.8

The Referrer shall not sell, promote and/or market for BPSB’s competitors unless prior consent from BPSB has been obtained.

REPRESENTATIONS AND WARRANTIES

4.1

Both Parties represent that;

(a) They are fully authorised to enter into these Terms and Conditions; and

(b) The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

TRADEMARKS, LOGOS AND THE COPYRIGHT

5.1

The trademarks, logos and the copyright of the content or information on this BPSB’s Website are owned by the BPSB or other service providers authorising their use on this BPSB’s Website. These may not be used without the written permission of BPSB or the relevant Intellectual Property Rights owner.

5.2

No part of this BPSB’s Website may be modified, reproduced, stored in a retrieval system, transmitted, copied, distributed, or used in any other way or for any purpose without the BPSB’s prior written consent.

CONFIDENTIAL INFORMATION

6.1

If required by any Applicable Laws, regulations or government orders, the Recipient may disclose the Discloser’s Confidential Information provided that the Recipient shall prior to the disclosure to

(i) promptly notify the Discloser of the disclosure requirements; and

(ii) provide to the Discloser any information reasonably required to assist the Discloser in seeking a protective order or other confidential treatment for that Confidential Information.

6.2

Exception

Confidential Information will not include any information that:

(a) At the time of the disclosure is already in the public domain lawfully, and not as a result of breach of any confidentiality obligations pursuant to these Terms and Conditions;

(b) Was available to and legally in the possession of the Recipient prior to receipt from the Discloser;

(c) Has been independently acquired or developed by the Recipient without the use of any Confidential Information; and/or

(d) Is received by the Recipient independently from a third party which did not acquire the Confidential Information under any obligations of confidentiality

6.3

Publication of Information & Material

(a) The Referrers or its personnel, servants, agents, employees or affiliates shall not make or cause to be made any press statement, publications or otherwise relating to the Services nor publish or cause to be published any material whatsoever relating to the Services BPSB without the prior written approval of BPSB; and

(b) The obligations under this Clause shall survive the expiry or earlier termination of these Terms and Conditions.

6.4

Customer’s Information

(a) In any event that the Referrer collects data from the User Data, the Referrer must ensure that while handling User Data obtained from the User, the User Data is protected from theft, loss, misuse, or unauthorised access, modification and disclosure by whatever means,

(b) BPSB will access and process any User Data only for the purpose of provision of the Services and in accordance with these Terms and Conditions. The Referrers hereby grants to BPSB the right to access, copy and use the Customer’s information for the purposes as described herein; and

(c) While accessing and processing the User Data, BPSB will also ensure that the User Data is protected from theft, loss, misuse, or unauthorised access, modification and disclosure by whatever means, and

6.5

This Clause shall survive the expiry or earlier termination of these Terms and Conditions.

MARKETING AND PROMOTIONAL ACTIVITIES

The Parties agree to use commercially reasonable efforts to collaborate and engage in marketing and promotional activities for the any BPSB’s products.

INDEMNITY

8.1

The Referrer shall indemnify the BPSB against all liabilities, costs, demands, claims, and damages imposed on the BPSB due to the Referrer’s default, acts, omissions, and/or negligence failure to comply with the Applicable Laws and terms and conditions of these Terms and Conditions.

8.2

The obligations under this Clause shall survive the termination of these Terms and Conditions.

LIMITATION OF LIABILITY

Except with respect to BPSB’s obligations to pay Fees, to the maximum extent permissible under Applicable Laws, the total aggregate liability of BPSB and their Personnel for all claims arising in connection with these Terms and Conditions, the Services, otherwise than any claim for breach of Confidential Information, shall not exceed the total amount paid or payable by BPSB to Referrer under these Terms and Conditions for the 6-month period preceding that claim.

TERMINATION OF REFERRER’S ACCOUNT

10.1

These Terms and Conditions takes effect on the date that BPSB approves Referrer’s application to join the Partnership Referral System and continues to be in effect until terminated in accordance with Clause 10.2 or 10.3 (the “Term”).

10.2

BPSB reserves its absolute right to cancel, terminate or suspend the Partnership Referral System without reason by giving sixty (60) days’ prior written notice to the other Party. For the avoidance of doubt, cancellation, termination or suspension of the Partnership Referral System by BPSB shall not entitle any Referrer to any claim against or demand compensation from BPSB for any losses, damages, costs or expenses suffered or incurred as a direct or indirect result of the act of cancellation, termination or suspension of the Programme.

10.3

Without prejudice to the rights contained in these Terms and Conditions, the Referrer terminate or cancel the Referrer’s Account by giving sixty (60) days’ notice in writing to BPSB. Upon termination, all outstanding monies due under the Referrer’s Account shall be deemed as monies owing to BPSB to the Referrer and shall become payable immediately. If the Referrers fails to settle in full, BPSB may proceed to take any actions deemed necessary at its sole discretion to recover the monies owed.

10.4

Any balance owed or payable by BPSB to the Referrer shall be refunded to the Referrer (upon deduction of any applicable fees and charges) within fourteen (14) days from the date of termination or cancellation of the Referrer’s Account. The refund shall be paid to Customer via cheque or by crediting it into the Referrer’s Account maintained with a local bank (only if the bank account provided) or e-wallet at our sole discretion.

10.5

Upon termination of these Terms and Conditions for any reason whatsoever:

(a) the provisions which are intended to survive the termination of these Terms and Conditions shall continue to be in force in accordance with its respective terms;

(b) each Party shall return to the other Party and destroy from its belongings all Confidential Information of the other Party except as otherwise required by any laws for retention of such copies of documents; and

(c) the termination of these Terms and Conditions shall not release either Party from its liabilities or obligations which have accrued prior to the termination and shall not prejudice the rights of the Party against the other for any antecedent breach of these Terms and Conditions.

NOTICES

11.1

All notices, requests and/or other communications to BPSB must be communicated to the following address;

Customer Service Department

Bayo Pay (M) Sdn Bhd

No. 72-3, Jalan PJU 5/22, Encorp Strand

Pusat Perdagangan Kota Damansara

Kota Damansara PJU5

47810 Petaling Jaya, Selangor

Tel. No. : 603 – 7621 5151 Fax No. : 603 – 7662 1264

E-mail : support@bayo.my

GENERAL PROVISIONS

CHANGE IN TERMS AND CONDITIONS

12.1

BPSB may at its absolute discretion amend, vary or delete any of the Terms and Conditions herein at any time and from time to time by giving a twenty one (21) days’ notice.

12.2

Any such amendment shall be effective and binding on the Customer from the date specified in the notice which may be given to the Customer in any one of the following manners:

(a) by posting on BPSB’s Website;

(b) by displaying at BPSB’s premises;

(d) by ordinary post to the Customer last address in BPSB’s records;

GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia. You consent and agree to submit to the exclusive jurisdiction of the Courts of Malaysia concerning all matters arising out of or in connection with your use of the system under these Terms and Conditions.

LANGUAGE

These Terms and Conditions is drawn up in English. In the event of a dispute between the English and non-English versions of these Terms and Conditions (if any), the English version shall be the prevailing and governing document, unless otherwise set forth herein.

INDEPENDENT RELATIONSHIP

The relationship of the Parties established by these Terms and Conditions is that of independent parties, and nothing contained in these Terms and Conditions should be construed as creating any partnership, joint venture or such other relationship having the power to act as an agent or having direct or control the day-to-day activities of the other. Financial and other obligations associated with each Party’s business are the sole responsibility of that Party.

Version: 01/2024

Revised: 5 March 2024

Bayo

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