DATED 28th AUGUST 2014

Between

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

And

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

AGENCY AGREEMENT
[ MONEY CHANGING SERVICES ]

MASB1/2014-6 Money Changing Agreement

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Contents

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48ps.

Definitions
Construction and Interpretation
Effective Date of Agent Appointment
Appointment and Relationship
Money Changing Procedures
Promotional Materials
Software & System Security
Copying
Reverse Engineering
Agent Security Data
Operation and Business
Reporting Obligations
Relocation, New Location, Changes in Directors/ Shareholding Structure or CEO
Prohibitions
Indemnity, Liability and Exclusion of Liability
Exchange Rate, Monthly Fee& Risk
Review of Business Performance and Monthly Fee
Locations
Advertising
Ownership of Intellectual Property Rights in General
Confidentiality
Personal Data Protection
Suspension
Termination and Effect of Termination
Taxes and Costs
Force Majeure
Representation
Sub-contract and/or Assignment
Waiver
Variation
Notices
Inspection
Non-Exclusivity
Records
Severability
Entire Agreement
Governing Law and Jurisdiction
Authorized Personnel
Third Party
Inconsistency
Counterparts
Special Conditions
Miscellaneous
Title and Headings
Schedule 1
Execution
Appendix 1
Appendix 2

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THIS AGREEMENT is entered on this 28 day of August 2014

Comment [NSSAS1]: To be current dated.

Between
MERCHANTRADE ASIA SDN BHD [Company No: 410591-T], a company incorporated in Malaysia
and 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 Malaysia
and having its registered address at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar
Damansara, Damansara Heights, 50490 Kuala Lumpur (hereinafter referred as Agent)
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 Money
Services Business Principal lLicensee and among others is permitted to appoint agents to
provide money changing services.
WHEREAS, the Agent is desirous to be appointed by the Principal to offer money changing
services
WHEREAS, Principal wishes to appoint the Agent and the Agent is desirous to accept such
appointment as the Principals Agent to facilitate money changing services at the Agents
location(s) as stated in Appendix 1 through the MMES (hereinafter defined) in accordance
with applicable laws, rules and the provision of this Agreement.

NOW IT IS HEREBY AGREED as follows :1.

DEFINITIONS
Agreement means this Agreement, all amendments and supplements to this Agreement
and all schedules appendixes and annexures to this Agreement.
Agent Code means a specific alphanumeric assigned to the Agent for the purpose of
identification.
Agent Security Data means the Agent Code, User Name and Passwords assigned to the
Agent by the Principal.
Bank(s)means commercial bank or banks incorporated in Malaysia and shall include all
their branches in Malaysia.
Business means the business of operating the Services, in accordance with the terms and
conditions set out in this Agreement.
Business Day(s) means a day in which banks are open for business in Malaysia.

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Certificate of Appointment means certificate issued by the Principal to Agent to formalize

Agents appointment as Principals Agent to conduct money services business in accordance
with the terms of this agreement.
Confidential Information means, with respect to the Principal, any or all business or
technical information, including but not limited to, terms and conditions of this Agreement,
training materials, transactions, software, MMES, password, Customer Information, written
policies and procedures (without limitation Operating Procedures) provided to the Agent in
connection with this Agreement and / or Services.
Customer means any individual who subscribes to the Services as provided under this
Agreement.
Customer Information means all particulars of the Customer which the Agent receives
during the course of providing the Services under this Agreement.
Designated Equipment means the equipment(s) designated in Appendix 2 to facilitate the
Services in accordance to the terms of this Agreement.
Documentation means operating manuals and other printed materials including user
manuals and modification manuals issued by the Principal which are designed to assist or
supplement the understanding or application of the MMES.
Effective Date means a date as determine in clause 3.2 of this Agreement.
Full Agent refers to an Agent who is not a licensee under the Money Services Business Act
2011.
Intellectual Property Right refers to all the Principals vested contingent and future
intellectual 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 any
applications or registrations for the protection of these rights and all renewals and extensions
thereof 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 jurisdiction
governing the Principal and Agent, the Business and the Parties (as may be applicable),
including without limitationwhich may include Anti-Money Laundering and Anti-Terrorism
Financing Act 2001,Money Services Business Act 2011, Personal data Protection Act 2010 and
shall include such notices, circulars, requirements or policies that the Principal may
introduce or stipulate from time to time at its sole and absolute reasonable discretion.
Location(s) means a location(s) referred in Appendix 1 which is/are operated by the
Agent to facilitate the Services subject to the Principal obtaining BNMs written approval of
such location(s).

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Comment [NSSAS2]: Kindly explain what is the

difference between a Full Agent and an Agent?
Propose to delete this definition and all terms
relating to Full Agent if not applicable.

Comment [NSSAS3]: The Agent is in the

business of hotel and not money changing therefore
the definition of Legal Requirement should not be
so strict on the Agent and impose all laws relating to
money changer on us.
Proposed to be reworded as proposed. The Principal
is to provide training which includes awareness on
the related law which may be applicable to the
Agent.

Loss includes 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 or
exemplary 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 computers
and 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 and
Islamic Banks that are licensed by BNM.
MMES means Merchantrade Money Exchange System, the Principals proprietary
software provided by Principal for the Agents use in performing the Services or such other
money 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 as
mentioned in clause 16.2 of this Agreement.
Operating Procedures means a detailed written procedure either in physical or electronic
format prescribed by the Principal from time to time to be adopted by the Agent in the form
of 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 or
authority.
Principal Account means an account or accounts opened under the Principals name with
the Bank(s) to facilitate depositing of the Monthly Fee (as defined above) by the Agents.
RM means currency of Malaysia known as Ringgit Malaysia.
Services means money changing services offered by the Agent whereby the Agent receives
funds in local or foreign currency from the Customer in exchange for fund in such other
relevant currency converted at a pre-determined exchange rate.
Term means the period commencing from the Effective Date to facilitate the Services until
termination of this Agreement in accordance to the provisions of this Agreement.
Taxes means a tax, levy, duty, charge, deduction or withholding (without limitation goods
and services tax, if applicable), however it is described that is imposed under the Legal
Requirements 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 and
related random alpha and / or numeric character assigned to the user name in order to
access the system.

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2.

CONSTRUCTION AND INTERPRETATION

2.1

3.

Except where the context otherwise requires or expressly stated otherwise, any reference in
this Agreement to:(a)

a clause shall, subject to any contrary indication, be construed as a reference to a

clause in this Agreement. A section shall, subject to any contrary indication, be
construed as a reference to a section in Schedule 1 to this Agreement;

(b)

references to this Agreement shall include all its Schedules, Appendixes and all
amendments and/or modifications to this Agreement as shall from time to time be
in force;

(c)

references to clauses or schedules or appendixes are to be construed as references

to the clauses or schedules or appendixes of this Agreement;

(d)

the Schedule 1 and Appendixes to this Agreement shall have effect and be
construed as an integral part of this Agreement;

(e)

words importing the masculine gender shall be deemed and taken to include the
feminine gender and neuter genders and the singular to include the plural number
and vice versa;

(f)

reference to any statute or statutory provision includes a reference to that statute or

statutory provision as from time to time amended, extended or re-enacted and
must include all by-laws, instruments, orders rules and regulations made
thereunder;

(g)

words denoting an obligation on a Party to do an act, matter or thing includes an

obligation 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 act
or thing shall be deemed to exclude the day on which the event happens or the act
or thing is done or to be done and shall be calculated from the day immediately
following such event or act or thing, and if the last day of the period is not a
Business Day(s), then the period shall include the next succeeding day which is a
Business Day(s); and

(j)

a reference to date or time is a reference to that date or time in Malaysia.

EFFECTIVE DATE OF AGENT APPOINTMENT

3.1

Parties take cognizance that the Agent appointment as the Principals Agent under this
Agreement is SUBJECT TO BNMs written approval.

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Comment [NSSAS4]: What happens in the

event that no approval from BNM?

4.

5.

3.2

This Agreement shall come into force on 28th August 2014.

Comment [NSSAS5]: Can it be current dated?

3.3

Irrespective of the various dates on which the Parties may have executed this Agreement and
without prejudice to the Principals right under clause 24, this Agreement shall come into
force on the Effective Date and shall remain valid for one (1) year from the Effective Date and
thereafter will be automatically renewed on a year to year basis UNLESS the Principal or the
Agent gives a minimum fourteen (14) days prior notice of no further renewal to the Agent
before the expiry of the Agreement in any given year.

Comment [NSSAS6]: Agent should also be

given the choice to not extend the Agreement.

3.4

For the sole purpose of construction and interpretation of clause 3.3 a year is a reference to
a period starting on a specific day and month of a Gregorian calendar year and ending on the
numerically corresponding day and month in the next Gregorian calendar year (and
reference to years shall be construed accordingly) except that, if there is no numerically
corresponding day in the subsequent Gregorian calendar years month in which that period
ends, 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 Agreement
under clause 3.3 without assigning any reason thereto. Parties acknowledge, take cognizance
and agree that nothing in this Agreement shall be construed or implied as creating
expectancy for continuous, long term and/or indefinite period of business relationship
between the Parties.

APPOINTMENT AND RELATIONSHIP

4.1

The relationship between the Parties shall be a principal-agent relationship only to the extent
that the Agent is expressly appointed under this Agreement. The Agent must NOT present
itself as an agent of the Principal for the services and/or product which are not part of the
Services unless there is/are such other valid expressed written agreement(s) executed
between 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 of
the 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 with
the information provided by the Principal.

MONEY CHANGING PROCEDURES

5.1

5.2

All money changing activities under the Services shall be conducted by the Agent in strict
compliance with the Operating Procedures stipulated by the Principal and the Legal
Requirements.
The Agent :(a)

undertakes to ensure all money changing transactions are performed using the
MMES;

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Comment [NSSAS7]: Kindly provide the

Operating Procedures to for our review.

6.

(b)

undertakes to use the MMES when performing the money changing transaction
and acknowledges that usage of any other system in whatever manner is strictly
prohibited;

(c)

undertakes to source and clear its stock of foreign currencies only from/to
Licensed Money Dealers and shall further obtain prior written approval from the
Principal before affecting any sourcing and/or clearing activities with such
Licensed Money Dealers;

(d)

acknowledges that sourcing and clearing of foreign currencies from/to FOREIGN

currency wholesalers and/or FOREIGN money changers and/or FOREIGN
companies is STRICTLY PROHIBITED, unless with the written approval from
BNM;

(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 the
Agent on any negligence, mistakes, errors or wrongdoings of the Agents
staff/employee(s) in managing the Services;

(g)

acknowledges that it is the Agents sole responsibility and liability for Loss arising
from the Agents failure to update the retail exchange rates at both the MMES or
the display at the Location(s);

(h)

acknowledges that, the Principal shall not be responsible for any Loss incurred by
Agent for knowingly accepting untradeable currencies;

(i)

acknowledges that it is the sole responsibility and liability of the Agent for any
Loss resulting from the acceptance of fake or forged or obsolete notes knowingly
by the Agents without limitation, implications arising from any infringement of the
laws for having such fake or forged notes in the Agents possession.

PROMOTIONAL MATERIALS
6.1

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

6.2

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

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termination of this Agreement.

7.

8.

SOFTWARE & SYSTEM SECURITY

7.1

MMES shall 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 shall
automatically be suspended (if the Services is placed in suspension by the Principal) or
terminated (if the Agreement is terminated).

7.3

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

7.4

Principal shall make MMES available at all times during Business Day(s) to the Agent in
order 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 Principal
and 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 and
the 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 or
transfer of the MMES will entitle the Principal to any available equitable remedy against the
Agent.

7.8

The Agent acknowledges that there is no transfer of title or ownership to the Agent of the
MMES or 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 the
Services and MMES may be unavailable from time to time due to disruptions in internet
connectivity, hardware malfunction, required maintenance, telecommunications or electronic
or 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 result
thereof.

COPYING
8.1

9.

The Agent shall not copy or reproduce the MMES or Documentation by any means or in any
form.

REVERSE ENGINEERING
9.1

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

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Comment [NSSAS8]: Kindly provide us with the

type and schedule for training that will be provided
by the Principal.

Comment [NSSAS9]: We are not acceptable to

total exclusion of liability.

10.

AGENT SECURITY DATA

10.1

11.

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 any
other 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 its
obligations under this Agreement; and

10.1.3

it shall not disclose any Agent Security Data save with prior written permission
from 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 10 shall survive the termination of this Agreement.

OPERATION AND BUSINESS

11.1

Upon the Principal obtaining BNMs approval for the Agents appointment under this
Agreement, the Agent shall:
11.1.1

ensure the availability and state of the Location(s) are in order to commence and
continue 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 and
rights, including without limitation legal documentation for the setting up and
operation of the Business (if applicable);

11.1.3

ensure that adequate financial resources are available, both initially and
throughout the Term, by way of working capital and otherwise to ensure that the
Agent 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 and
expenses incurred prior to or after the commencement of the Business arising from
this Agreement. Without limitation, and in amplification and not in derogation to
this clause, all such costs and expenses of whatsoever nature incurred by the
Agent in anticipation to BNMs approval pursuant to this Agreement shall be
borne by the Agent;

11.1.5

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

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Comment [NSSAS10]: Kindly advise the

relevant license, permits, consents and approvals
necessary for the Agent to conduct the business.

Comment [NSSAS11]: Kindly advise the

possible cost to be incurred.

12.

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 ensure
that all staff(s) involved in it are suitably qualified and adequately trained
throughout the Term;

11.1.8

conform with the highest acceptable standard of quality, service and competence
is essential to the successful operation of the Business and the protection of the
goodwill 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 comply
with the standards and directions contained in this Agreement, Legal
Requirements 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
reasonably stipulate from time to time, with prior notice to the Agent and not to
make any representations or give any warranties or other commitments in relation
to 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 other
materials, training and management materials, business stationery, contract forms
and invoices, equipment and other items in connection with the Business as are
laid down in this Agreement or any such materials as provided by the Principal in
relation to this Agreement, or as otherwise approved by the Principal which shall
also be subject to the standard of the Location of the Agent, and immediately cease
using any of those items if the Principal so directs.

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

13.

Comment [NSSAS12]: The Datai has a standard

and rating which it needs to maintain therefore the
advertising material provided and approved should
be of the same standard and feel as The Datai.

the Agents financial information pursuant to the Services conducted in accordance

to this Agreement including the audited annual financial statements, quarterly
management accounts and monthly bank statements;

12.1.2

progress report on any rectification measures undertaken by the Agent to address

non-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.

RELOCATION,

NEW

MASB1/2014-6 Money Changing Agreement

LOCATION,

CHANGES

IN

DIRECTORS/

SHAREHOLDING

Page 11 of 31

Comment [NSSAS13]: Finance: Kindly confirm

whether there can be a totally separate financial
statements, management accounts and bank
statements which we can share with the Principal.

Comment [NSSAS14]: Finance: To ensure that

we are able to comply with the reporting
requirements set herewith.

STRUCTURE OR CEO
13.1

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 best
effort basis to obtain BNMs approval for such application.

13.3

Agent acknowledges that any relocation and/or changes to directors/shareholding structure

or CEO shall NOT be affected by the Agent without BNMs prior written approval and
subject to the Agent fulfilling such conditions imposed by BNM (if any).

13.4

14.

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 to
the Principal, a written application together with all relevant information and supporting
documents and the Agent shall bear all such cost and expenses arising therefrom.

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 13.2 for whatsoever reason, howsoever caused.

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 venture

of the Principal;

14.1.2

make any representation about the Services which are inconsistent with
information provided by the Principal;

14.1.3

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

14.1.5

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

14.1.6

knowingly perform anything which in the Principals reasonable opinion may

bring the Business or the Principal into disrepute or damage the interests of the
Business or the Principal in any way;

14.1.7

conduct money changing transaction in whatever manner without using the

MMES;

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Comment [NSSAS15]: We are not agreeable to

an application on the change of directors and/or
shareholdings.

Comment [NSSAS16]: As per clause 13.1.

15.

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

terrorism financing requirements as prescribed by the Principal.

and anti-

INDEMNITY, LIABILITY AND EXCLUSION OF LIABILITY

15.1

16.

14.1.8

The Agent shall fully indemnify and hold the Principal harmless against all claims action
proceedings liability, loss, damages, costs, penalties and expenses (including legal costs on
full indemnity basis) suffered or incurred by the Principal arising directly from or directly
attributable 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 authority

conferred by this Agreement;

15.1.2

in contravention of the provisions of any Legal Requirements [including without

limitation 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 from
time to time; and

15.1.4

in connection to any action or other proceeding in Court taken by the Principal to

enforce 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 in
connection to this Agreement, under contract, tort (including negligence), strict liability, or
any 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 or
inconvenience arising directly from or directly attributable to any act, omission, neglect or
default of the Principal its directors/shareholders, officers, employees, representatives and
associated companies . In relation therewith, the Agent waives any and all rights to any
award or judgment or entitlement to any special, indirect, incidental, exemplary, punitive or
consequential loss or damages suffered by the Agent arising from, or related to this
Agreement, including all rights of the Agent, under any Legal Requirements to receive
payment or compensation of any kind as a result of the termination of this Agreement for
whatsoever reason.

15.3

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

15.4

This clause 15 shall survive the termination of this Agreement.

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 MMES and display the same at the Location(s).
16.2

16.3

Principal shall be entitled to receive from the Agent a fee equivalent to 10% of the gross
profit generated from each of the Agents money changing transaction at the location stated
in Appendix 1, on a monthly basis.
Pursuant to clause 16.2, the Principal shall be entitled to receive the Monthly Fee on a
prorated basis, at the sole discretion of Principal, in the event the:(a)

Services commences on a date other than the 1st calendar day of the month;
or

(b)

Termination occurs other than the last calendar day of a month pursuant to clause
24.2 and 24.3

16.4

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

16.5

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

16.6

Notwithstanding any other provisions in this Agreement, without prior notice, the Principal
retains sole and absolute reasonable discretion to block or deny the Agent access to the
MMES if :(a)

the Monthly Fees not paid by the 10 th calendar 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 for
repair or maintenance, occurrences of off-line conditions and other similar
circumstances 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 or
any 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 the
above.deems proper at its sole and absolute discretion.

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Comment [NSSAS17]: Finance: please note

that the payment is gross and not net of profit. Will
GST be applicable for this Service? If yes, who would
bear the GST?

17.

18.

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 but
without limitation, all loss arising from misuse, theft, burglary, forgery, robbery or other
crime, destruction, mysterious disappearance and all other similar or dissimilar causes of loss
of all funds coming into its possession pursuant to the Services.

REVIEW OF BUSINESS PERFORMANCE AND MONTHLY FEE

17.1

Principal reserves sole and absolute right to review the Agents Business performance under
this Agreement as it deems necessary and the Agent must provide justification for any
abnormalities 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 existing
Monthly Fee applicable to the Agent, by giving written notice to the Agent, which changes
shall be binding upon the Agent forthwith.subject to prior written approval from the Agent.

LOCATION
18.1

19.

20.

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

ADVERTISING
19.1

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

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 written
consent and approval.

19.4

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

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS IN GENERAL

20.1

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

20.2

The Agent acknowledges that the Intellectual Property Rights supplied by the Principal
pursuant to this Agreement and all other rights in and associated with any of those items, are
and shall be or remain the exclusive property of the Principal. In the event that any such
rights 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 rights
absolutely in the Principal.
21.

CONFIDENTIALITY
21.1

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

21.2

Agent shall not be in breach of clause 21.1 where the information is in the public domain or
the information had been received by the party lawfully from a third party, or information
that 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 provided
and/or supplied by the Principal in connection with this Agreement.

21.4

Notwithstanding anything in this Agreement, the Agent may disclose the Confidential
Information (i) to the employees of the Agent who need to use it for the purpose of the
Business and have an obligation to keep it confidential (ii) as required by Legal
Requirements.

21.5

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

21.6

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

21.7
6
22.

This clause 21 shall survive the termination of this Agreement.

PERSONAL DATA PROTECTION

22.1

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

22.2

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

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Formatted: Left, Space After: 0 pt, Line

spacing: single
Formatted: Font: Not Bold

policies, procedures and systems for:(a)

22.3

full compliance with the PDPA which includes compliance to the Security Principle
which deals with the security of personal data and requires the taking of steps to
protect personal data from any loss, misuse, modification, unauthorized or
accidental access or disclosure in relation to:(i)

the nature of the personal data and the harm that would result from such
loss, 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 the

personal data is stored;

(iv)

the measures taken for ensuring the reliability, integrity and competence of
personnel having access to the personal data; and

(v)

the measures taken for ensuring the secure transfer of the personal
data.

(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 the
Principal (directly or indirectly) are in compliance to the provisions in this clause
22 and the PDPA as a whole including to the allow reasonable access to such
information by way of audit or otherwise as is necessary to ensure compliance to
the above provisions and the PDPA.

In amplification and not in derogation to any other provisions in this Agreement, the Agent
Parties undertakes to:
(a)

to be bound by and strictly adhere to the Principals Parties Privacy Policy posted
at www.mtradeasia.com and 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 the
Personal Data Protection Act, 2010.

(c)

to use the Customer Information solely for the purpose of facilitating the Services
under this Agreement. The Customer Information shall not be used for any other
purpose except with the expressed written consent of the Principal and the
Customer.

(d)

to use the highest standard of diligence to ensure that its employees and
representatives observe the confidentiality of the Customer Information and will
prohibit any unauthorized access to, use or duplication of any of the Customer

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Information in whole or in part.

(e)

23.

24.

to notify Principal the other Party immediately of any unauthorized possession,

use or disclosure of Customer Information by any person or entity not authorized
by this Agreement to have such possession, use or knowledge. The Agent Party
will promptly furnish the Principal other Party full details of such possession, use
or knowledge and will cooperate fully with Principal the other Party in any
litigation against third parties deemed necessary by Principal the other Party to
protect the Customer Information.

SUSPENSION
23.1

Without prejudice to the Principal rights under clause 24 (Termination and Effect of
Termination), Principal reserves the right at any time (in its sole and absolute discretion) and
without givingwith prior notice thereof to the Agent to suspend or deny Agents access to
MMES upon 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 of
any action carried out whether negligently or otherwise by the Principal, its servants or
Agents pursuant to this clause.

23.2

In addition to clause 23.1, and for such other reason the Principal at its sole and absolute
reasonable discretion deem necessary, without limitation, the Principals right to suspend or
deny 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 whether
accidental, fraudulent means or any other method by third parties occurring at the Agents
end or MMES.

TERMINATION AND EFFECT OF TERMINATION

24.1

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

24.2

Without prejudice to any other remedy to which it may be entitled by Legal Requirements or
the terms of this Agreement the Principal shall be entitled to terminate this Agreement
immediately upon the occurrence of any one or more of the following events namely :(a)

if any permission, license, consent, approval or authorization necessary for the

Agent to carry on Business including but not limited from BNM is withdrawn,
modified, revoked or terminated or expires without being renewed or is otherwise
than 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 reason
whatsoever;

(d)

if the Agents neglects, refuse or fails to immediately implement remedial measures

to overcome any audit weaknesses highlighted by the Principal and as a result, the
Agent 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) be
formally demanded or not;

(f)

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

(g)

if any representation or warranty made or given by the Agent is incorrect in any

respect which in the opinion of the Principal is materially prejudicial to the interest
of the Principal;

(h)

if the Agent is unable to pay its debts as they falls due or stops payment generally
or if it commences negotiations with its creditors with a view to a general
adjustment or rescheduling of any indebtedness or compounds or enters into any
arrangement 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 any
substantial part of its business;

(i)

if a receiver or manager is appointed over the Agents undertaking or property or

any part thereof;

(j)

if distress or execution or other similar process of Court is levied upon or issued

against any property of the Agent;

(k)

if in the reasonable opinion of the Principal (whether or not such opinion is

reasonably held) the Agent is not carrying on its Business and affairs in accordance
with 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 any

person;

(n)

if the Agent suspends or gives notice to any person of its intention to suspend any
part or the whole of its business operations;

(o)

if the Principal is of the reasonable opinion (whether or not such opinion is

reasonably held) that any part of its Business in the hand of the Agent under this
Agreement is in danger of being prejudiced;

(p)

if the Principal is of the reasonable opinion (whether or not such opinion is

reasonably held) that due to the physical or mental condition of the Agents
directors, shareholders, officer or employees/servants, the Agents business is or
may be adversely affected;

(q)

the Agent sub-licenses or assigns any of the rights granted to the Agent under this
Agreement, 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 money
dealers;

(s)

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

(t)

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

(u)

if the Agent is involved in any illegal activity without limitation carrying out or
facilitating 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 by
the BNM and the Principal;

(w)

If the Agent uses any bank account of any other person or entity other than its own
to facilitate the Services under this Agreement;

(x)

If the funds in the Agents bank account for the purpose of the Services is
comingled with funds from any other activities;

(y)

If any of the Agents director is unable to perform his/her duties under this
Agreement or there is a resignation/death of any of the Agents director, and
pursuant thereto, the Principal is of the opinion (whether or not such opinion is
reasonably held) that the Agent will not be able to carry on its Business and affairs
in accordance with sound financial, business and regulatory standards and/or
practice; and

(z)

If the Agent has entered into(either prior to or subsequent to the Agreement), any
other agency agreement with the Principal to offer similar or any other categories
of money services as an agent to the Principal, and such agency agreement is
terminated by the Principal for breach of condition(s) in that agency agreement or a
contravention 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 accrued
rights, obligations or liabilities of Parties under this Agreement prior to the date of
termination, and without prejudice to provisions under this Agreement by their nature
survives termination, this Agreement may be terminated by either Party without assigning
any reason thereto and without any liabilities to the other Party by giving the other Party
thirty (30) days prior written notice.

24.4

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

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24.5

24.6

25.

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 the
Principal;

24.5.2

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

24.5.3

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

24.5.4

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

24.5.5

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

24.5.6

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

24.5.7

Parties shall immediately commence reconciliation of account exercise for all its
operation of the Services and shall render to the other Party full accounting of its
respective operation of Services within seven (7) days from the date of termination
for whatsoever reason. Upon receipt of such account from either Party, the
receiving Party shall examine the account and report to the sending Party of any
discrepancies within fourteen (14) days from the date of receipt failing which such
accounts shall be deemed conclusive and final. Each Party hereby agrees to settle
all outstanding amounts due to the other Party within thirty (30) days from the
date of termination; and

24.5.8

Agent shall refer all calls and/or queries by Customer(s) intending to conduct
money changing to telephone numbers and Location(s) specified by Principal and
will not divert any such Customer(s) to any competitor of the Principal. Agent shall
refer any queries pertaining to the Services to Principal at the specified contact
details and shall not reveal such information to any third party(ies).

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

TAXES AND COSTS

25.1

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

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Agreement shall be borne by the Principal.

26.

25.2

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

FORCE MAJEURE
26.1

26.2

27.

29.

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

REPRESENTATION
27.1

28.

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 (including
but not limited to devaluation of major currencies, Acts of God, Governmental mandates or
Laws). 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 Party
shall take reasonable steps to comply with the terms and conditions as fully and promptly as
reasonably possible.

The execution, delivery, and performance by Parties to this Agreement (i) are within each
such Party's corporate, partnership, organizational or individual powers; (ii) have been duly
authorized 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 of
incorporation or by-law, articles of partnership or any other organizational documents or any
contractual provision binding on or affecting such Party or its property, including without
limitation, each Partys credit Agreement or loan documents, if any.

SUB-CONTRACT AND/OR ASSIGNMENT

28.1

The Agent shall not sub-contract nor assign the performance of this Agreement or any part of
this 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 the
benefit of the each party hereto and its successors in title and permitted assigns.

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 waiver
of the Principals rights under this Agreement.

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Comment [NSSAS18]: Not defined.

30.

31.

VARIATION
30.1

This Agreement may be varied, amended, changed, altered or otherwise at the Principals
sole 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 shall
have 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 was
responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

NOTICES
31.1

Any notice or other information under this Agreement to be given by either Party to the
other 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 Agreementbelow or to such other address as may from time to time be
notified in writing by such Party:
To the Principal:

Comment [NSSAS19]: To insert.

Formatted: Font: Bold
Formatted: Font: Bold

To The Agent:

Formatted: Font: Bold

Formatted: Font: Bold

The Datai Langkawi

.Jalan Teluk Datai,
07000 Pulau Langkawi,
Kedah Darul Aman, Malaysia
Attn: Director of Finance
Telephone : +60 4 9500 500
31.2

31.3

Fax: +60 4 9500 600

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.

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

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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 recipient
may designate by notice in writing.
32.

33.

INSPECTION
32.1

The Agent will maintain a separate and complete audit trail and maintain records and
supporting 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 to
the performance of this Agreement and/or Services without givingwith prior written notice
to the Agent.

32.3

The inspection by the Principal may be conducted during the Agents normal business hours
or at any other reasonable time subjects to Agents approval of the same.

32.4

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

32.5

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

NON-EXCLUSIVITY
33.1

34.

35.

Nothing in this Agreement shall be deemed or interpreted as to restrict or prejudice the

rights of the Principal to enter into similar or different agency agreement, subscribe or
provide their services to any entities in any territory/location.

RECORDS
34.1

Parties shall, at its respective Location(s), keep records of all transactions made under this
Agreement for at least 7 years. These records shall include but not limited to copies of
receipts and all other records the Agent may compile in connection with its delivery of the
Services. 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) years
where the related transaction document(s) are pending regulator and/or competent
authorities investigation and/or pending court/legal proceedings which has yet to be
concluded.

SEVERABILITY
35.1

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

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36.

ENTIRE AGREEMENT
36.1

37.

38.

GOVERNING LAW AND JURISDICTION

37.1

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

37.2

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

37.3

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

AUTHORIZED PERSONNEL
38.1

39.

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

INCONSISTENCY
40.1

41.

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

THIRD PARTY
39.1

40.

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

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

COUNTERPARTS
41.1

This Agreement may be signed and delivered in one or more counterparts by each Party, and
each 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

43

44.

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

MISCELLANEOUS
43.1

Principal may shall arrange training of Agent and its designated employees to enable them to
provide the Services, without limitations, in compliance with Legal Requirements. Agent
shall 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 to
employees of Agent as Principal determines in its sole discretion is necessary. Agents shall
cooperate in completing training and shall provide evidence of such training having been
completed 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 Legal
Requirements.

43.2

Nothing in this Agreement shall prejudice the Principals entitlement, rights recourse or
remedy under any other existing money services (defined in Money Services Business Act
2011) agreement(s) with the Agent (if any). Agent acknowledges that a breach/contravention
of any Legal Requirements under this Agreement shall constitute a breach/contravention of
such other money services agreement(s) between the Parties. In such event, at the Principal at
its discretion may terminate both this Agreement and such other money services
agreement(s) between the Parties (if any).

TITLE AND HEADINGS

44.1

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

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Comment [NSSAS20]: To provide number of

trainings and when training is being held.

Comment [NSSAS21]: Kindly indicate what are

the rights and entitlement under the Act is referred
to here?

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 Principals
designated Central Monitoring Centre, the Agents day to day business
transactions/operations at the Location(s);

(b)

maintain all accounts, duplicate copies of receipts and other records, including any
information 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 MMES on real time basis
and acknowledges that bundling and/or accumulating transactions as single transaction
is strictly prohibited;

(d)

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

(e)

ensure outgoing movements of currencies at the Location(s)are properly recorded and

accounted in a designated Currency Movement Register which must be made available
for audit inspection at all times;

(f)

regularly keep the Agents financial accounts updated to reflect the current position, and
engage the service of reputable external auditor to audit and attest the credibility of the
Agents financial accounts/statements related to the Business, at the Agents cost;

(g)

ensure the Services are easily accessible and convenient for Customer(s), whereby the
Agent 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 offered
during such scheduled day(s) and hours accordingly;

(ii)

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

(iii)

notify the Principal and provide actual reason(s) if the Agent is unable to
operate the business as required in Section 1(g)(ii) of Schedule 1 at any
Location(s); and

(iv)

shall not open and/or close the business irregularly against the Legal
Requirements.

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Comment [NSSAS22]: Finance: are we able to

accommodate this?

Comment [NSSAS23]: Finance: to ensure that

we have the designated Currency Movement
Register.

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 the
expected durations of the temporary interuption;

2.

(h)

comply and adhere to policies, standard operating Operating procedure Procedure

and/or such other requirements issued by the Principal from time to time, and such
subsequent changes thereto, in relation to the Services, where notification is given by way
of circular(s) or by such other mode of communication in the manner set out deem fit by
the Principal in Clause 31;

(i)

ensure all staffs employed by the Agent to facilitate the Services are adequately trained to
comply with anti-money laundering and anti-terrorism financing requirements for money
services business activities; and such policies and standard operating Operating
procedure Procedure issued by the Principal from time to time and subsequent changes
thereto.

(j)

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

(k)

ensure the particulars of the Agents Bank(s) account(s) related to the Services (the said
Bank Account) are declared to the Principal in advance and such funds in the said Bank
Account does not commingle with funds related to any other purpose/business other
than 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 (as
required under the Legal Requirements) prominently at the Location(s);

(m)

ensure that its Directors/CEO establishes an effective and continuous monitoring of the
companys business operations in compliance with the Legal Requirements at all times;
and

(n)

ensure proper communication channels are in place and all correspondence, whether
verbal and/or written from the Principal to the Agent through any medium whatsoever
are promptly attended.

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

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Comment [NSSAS24]: Finance: to ensure a

separate account is kept for the Business.

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 this
Schedule 1 including these Conditions and acknowledges that non-compliance to any of the
provisions 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 the
Agreement pursuant to clause 23 (for suspension) or clause 24.2 (for termination) of the
Agreement.

IN WITNESS WHEREOF the Parties and/or their duly authorised signatories have set their respective
hands the day and year first written above.

SIGNED by RAMASAMY K VEERAN

(NRIC No. 690901-10-5645
Managing Director for and on behalf of
MERCHANTRADE 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 Development
MERCHANTRADE ASIA SDN BHD

SIGNED by
(NRIC No.
Director for and on behalf of
TELUK 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 is
permitted to carry out the Services

BUSINESS NAME
TELUK DATAI RESORTS SDN
BHD

ADDRESS
Jalan Teluk Datai, 07000 Pulau Langkawi, Kedah Darul
Aman.

SETTLEMENT OF MONTHLY FEE

Agent must pay Principals Monthly Fee by crediting the Principals Account as listed below not later by
the 10th calendar day of 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.

Comment [NSSAS25]: The Datai: to ensure we

have in place or will have in place all this
equiptment.

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

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

Internet Web Browsers

Internet Explorer 10.0 or higher, Google Chrome, Mozilla Firefox
Support 128 bit encryption technology

Other Application Software

Microsoft Excel
Microsoft Word
Adobe Acrobat Reader

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

3.

4.

5.

6.

7.

Printer
- Any model of Monochrome Laser Jet Printer

8.

Close Circuit Cameras (CCTV)

9.

Counterfeit Detection Machines

DOCUMENTATION
1.1. Agent will be provided with manual on MMES application.
2. Periodic update to the user manual will be provided to the Agent whenever
necessary and when requested by the Agent.

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