Terms and Conditions

MASTER SERVICES AGREEMENT

BETWEEN:

1. AMBANK (M) BERHAD (Company No. 8515-D), a company duly incorporated in Malaysia under the Companies Act 1965 and having its registered office at 22^nd Floor, Bangunan AmBank Group, No. 55, Jalan Raja Chulan, 50200 Kuala Lumpur and having a place of business at Level 18, Menara Dion, Jalan Sultan Ismail, 50250 Kuala Lumpur (“AmBank”);

AND

2. THE PARTY WHOSE NAME AND PARTICULARS ARE STATED IN SECTION B OF THE ATTACHMENT (“Customer”).

RECITALS:

A. AmBank offers to its customers the Services.

B. Customer wishes to apply for and AmBank is willing to make the Services available to Customer on the terms and conditions of this agreement and the Relevant Agreements.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 DEFINITIONS

In this agreement, unless the context otherwise requires:

“Acceding Customer” means the party that signs the Accession Letter.

“Access Profile” means at any time the mandate given by Customer setting out the scope of that User’s authority to act in the Security Matrix or Authorization Matrix or both or any other written mandate that sets out the scope of that User’s authority to act for and on behalf of Customer in relation to any Service.

“Accession Letter” means an accession letter substantially in the form set out in the Schedule.

“Account” means any account of Customer held with AmBank which Customer specifies in a Set-Up Form to be the subject matter of a Report.

“Administrator” means any individual appointed by the Customer to control and manage the Access Profile.

“Agent” means:

(a) the person identified in Section C of the Attachment;

(b) the person who is at any time nominated by Acceding Customer;

“Authenticator” means a token of authentication or one who authenticates or any electronic device supplied by AmBank or any of AmBank’s suppliers which when used in conjunction with an Electronic Key gives access to any Services for the purpose of attesting to the validity of the message or transmission and to be used to confirm the identity of the User or Administrator.

"Authorisation Matrix" means the appointment of user(s) mandated by the Customer in having the authority to do and perform Transaction under the Services

“Bank Negara Malaysia ” means the Central Bank of Malaysia established under Section 3 of the Central Bank of Malaysia Act 1958.

“Business Day” means a day on which AmBank is open for the transaction of ordinary banking business in Kuala Lumpur, Malaysia.

“Channel” means any system, medium or channel (including telephone, facsimile, and email), whether internet based or not, which may be established by AmBank from time to time to enable Customer to access and utilised banking and other services provided by AmBank and to which Customer may have subscribed in this agreement, the Service Supplement or such other manner as AmBank may permit from time to time.

“Clearing System” means the clearing or payment system of intermediary bank, Bank Negara Malaysia or other entity.

“Communications” means communications between AmBank and Customer such as enquiries, advices and instructions.

“Customer” means each of the following:

(a) the party whose name and particulars are stated in section B of the Attachment;

(b) any Acceding Customer; and

“Customer ID” means the unique means of identification allocated to or selected by Customer in relation to one or more of the Services and as further specified in the User Guide for such Services whether in the form of a password, PIN or other form of personal identification, or any combination of any of them.

“Customer Facilities” means the communication line, modem connection or other facilities, software, hardware or equipment provided and used by Customer for the transmission and/or receipt of any information sent electronically or by telephone for the purposes of or in connection with the Services.

“Channel Services” means the provision by AmBank to Customer of access to one or more Channels under the terms of this agreement, the relevant Service Supplement and User Guide relating to such Channels.

“Digital Certificate” means an electronic attachment to an electronic message used for security purposes.

“e-AmBiz” means the remote site account access system offered by AmBank to its customers to access their respective accounts and accomplish banking, financial and/or trade transactions and retrieve information online currently known as “e-AmBiz”.

“Electronic Key” means a smart card, electronic key or other similar physical device supplied by AmBank or any third party which enables an individual in possession of such card, key or in a form of software or other device to access a Service or Services.

“Fees” means the service tariff, fees, costs and charges (including any cancellation fees or termination charges and any tax) published and informed by AmBank from time to time on any media deemed appropriate by the Bank for the provision of the Services and for any System Materials provided or licensed by AmBank to Customer as described in the following documents, whichever is applicable:

(a) the Standing Pricing Schedule;

(b) the Service Supplement.

“Force Majeure” means any event due to any cause beyond the reasonable control of the relevant party, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of any Clearing System, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, internet connection failures, data corruption, electronic virus attack.

“IP Rights” means any or all rights (by whatever name or term known or designated) in tangible or intangible intellectual or industrial property including patents, trade marks, service marks, trade names, design rights, copyright (including rights in computer software and databases), know-how, trade secrets, rights in databases and other similar rights or obligations whether registrable or not in any country.

“Non Product Services Transaction” means any Transaction which is not a Product Services Transaction.

“PIN” means a secret alpha-numeric code unique to a User and/or a particular Electronic Key.

“Public Authority” means a government, a minister of a government, a government department, a statutory corporation, or a semi-government or judicial entity.

“Product Services” means all or any of the products, services and facilities provided by AmBank to Customer via a Channel from time to time under the following:

(a) the terms of this agreement;

(b) the Service Supplement; and

“Product Services Transaction” means any Transaction effected pursuant to any Product Services.

“Related Company” has the meaning assigned to that term under section 6 of the Companies Act 1965.

“Report” means in relation to any Account or Transaction, any data, report, statement or information relating to such Account or Transaction, for which Customer may have requested in such manner as AmBank may permit from time to time.

“Relevant Agreements” means all of the following:

(a) this agreement;

(b) any policy statement or certificate relating to the provision of any Services;

(d) each Set-Up Form;

(e) each Accession Letter;

(f) any Software Licence;

(g) any addendum or other supplemental agreement agreed between AmBank and Customer varying the terms of the above agreements, and

(h) any addendum or supplemental agreement or schedule agreed between AmBank and Customer other than the above agreements from time to time,

and includes any variation from time to time of any of the above published by AmBank and notified to Customer in accordance with clause 22 (Notice Clause).

“Security Matrix” means the Users’ access right to make enquiry or approve or authorise or perform a Transaction and Authorisation Matrix initiated or instructed through the Channel.

“Security Procedures” means the security measures and procedures:

(a) set out in the User Guides and/or Service Supplements and any other instructions AmBank may give concerning security from time to time; and

(b) prescribed and/or adopted by AmBank to verify the origination of Communication from time to time.

“Service Charge Account” means the account with AmBank designated by Customer as the account out of which payments will be made in respect of AmBank’s charges for the provision of the Services.

“Service Description” means the written or otherwise documented description of each Service for which Customer has applied.

“Service Supplement” means in respect of any Services selected by Customer from time to time, AmBank’s terms and conditions governing such services.

“Services” means the Product Services and the Channel Services.

“Set-Up Form” means a form setting out the set-up options required by Customer for a Service.

“Supplement” means each of the Service Supplement and any other document designated by AmBank as a Supplement.

“Software” means any software which AmBank has supplied to Customer directly or through AmBank’s supplier as part of any Service including any updates.

“Software Licence” means any licence granted to AmBank or to Customer in Connection with the use of the Software in the provision of the Services to Customer.

“System Materials” means all User Guides, Service Descriptions, Software, hardware, Electronic Keys, Authenticators, Digital Certificates and all other equipment or materials or documentation on any media which may be provided by AmBank directly or through AmBank’s supplier to Customer in connection with the use or provision of any Service.

“Transaction” means any transaction:

(a) made between AmBank and Customer;

(b) effected by AmBank on the instruction of Customer; or

“Transaction Terms” means the terms which govern the Transaction.

“User” means at any time any individual who is authorised by Customer to use any of the Services on Customer’s behalf in accordance with the Access Profile specified by Customer.

“User Guide” means the operating and procedural guides or manuals or technical specification provide or otherwise made available to Customer in connection with any Service including any updates of the same.

“User ID” means the unique means of identification allocated to, or selected by a User in relation to one or more of the Services (and as further specified in the User Guide) whether in the form of a password, PIN or other form of personal identification or any combination of any of them.

“Website” means in the context of any Report and/or Services made available to Customer through the internet, the internet platform and/or website through or on which any such Report and/or Service is so provided (including e-AmBiz).

1.2 GENERAL

In this agreement, unless the context otherwise requires:

(a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa;

(c) a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

(d) a reference to any gender includes all genders;

(e) a reference to a recital, clause, sub-clause, paragraph, schedule, annexure or exhibit is to a recital, clause, sub-clause, paragraph, schedule, annexure or exhibit of or to this agreement;

(f) a recital, schedule, annexure or a description of the parties forms part of this agreement;

(g) a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

(h) a reference to any party to this agreement, any other document or arrangement includes that party’s executors, administrators, substitutes, successors-in-title and permitted assigns;

(i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(j) a reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, the appointment of an administrator, an official manager, receiver or receiver and manager and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction, and to the procedures, circumstances and events which constitute any of those conditions or matters;

(k) a reference to a matter being written includes that matter being in any mode of representing or reproducing words, figures or symbols in written form;

(l) where an expression is defined anywhere in this agreement, it has the same meaning throughout;

(m) a reference to time and date is to the time and date in Kuala Lumpur , Malaysia;

(n) a reference to “amendment” includes addition, alteration, deletion, extension, modification and variation; and

(o) a reference to a “month” is to a calendar month.

1.3 HEADINGS

In this agreement, headings are for convenience of reference only and do not affect interpretation.

1.4 BUSINESS DAY

If the day on which any act, matter or thing is to be done under this agreement is not a Business Day, that act, matter or thing:

(a) if it involves a payment other than a payment which is due on demand, must be done on the preceding Business Day; and

(b) in all other cases, may be done on the next Business Day.

2. ambank’s obligations

2.1 PROVISION OF SERVICES

AmBank must use all reasonable care and skill in providing the Services.

2.2 OPERATION OF SERVICE CHANNEL

AmBank must use all reasonable endeavours to ensure that each Channel Service operates as described in the relevant User Guide.

2.3 CHANNEL MAINTENANCE AND ALTERNATIVE CHANNEL

If any Channel Service is interfered with or unavailable for any reason, AmBank must use all reasonable endeavours to re-establish that Channel Service as soon as practicable, or at AmBank’s option, provide alternative facilities.

2.4 PREVENT UNAUTHORISED ACCESS TO CHANNEL SERVICE

AmBank must take all reasonable measures to prevent unauthorised access to any Channel Service.

3. customer’s obligations

3.1 COMPLIANCE WITH RELEVANT AGREEMENTS

Customer must comply with:

(a) all the terms and conditions of the Relevant Agreements;

(b) any instruction or request (whether in written, oral or electronic form) issued by AmBank to Customer from time to time in relation to any operational or technical matters or generally in relation to the Services; and

3.2 ENSURE EMPLOYEE COMPLIES WITH RELEVANT AGREEMENTS

Customer must:

(a) notify all relevant employees, Users and contractors of the terms of the Relevant Agreements; and

(b) ensure that all relevant employees, Users and contractors complies with the terms of the Relevant Agreements.

3.3 WARRANTY AND REPRESENTATIONS

Customer warrants and represents that:

(a) the execution and delivery of the Relevant Agreements have been properly authorised by all necessary corporate, shareholder, governmental or official and all other authorities, and does not violate any law regulation or judgment, order or decree of any governmental authority of Malaysia or its memorandum and articles association;

(b) Customer has full corporate power and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligation under the Relevant Agreement.

(d) Customer acknowledges that the Bank is in full reliance of Customer’s warranty and representations to enter the Relevant Agreement.

4. administrator or user

4.1 APPOINTMENT OF ADMINISTRATOR OR USER

Customer shall:

(a) appoint Administrator or User or both in the form prescribed by AmBank from time to time; and the Customer or Administrator will set out each of the User’s Access Profile.

4.2 AUTHORITY OF ADMINISTRATOR OR USER

Customer confirms that any person appointed by Customer as Administrator or User is authorised by Customer to act on behalf of Customer in accordance with the User’s Access Profile.

4.3 CHANGING USER’S ACCESS PROFILE

Customer may from time to time, change a User’s Access Profile by written notice to AmBank in the form required by AmBank from time to time.

4.4 ADMINISTRATOR OR USER’S INFORMATION

(a) Customer warrants the accuracy of any information supplied to AmBank including any information concerning Administrator or User.

(b) Customer must promptly inform AmBank of any change of Administrator or the variations or amendments to Administrator or User’s information from time to time.

4.5 CUSTOMER BOUND BY ACTS OF ADMINISTRATOR OR USER

Customer assumes sole responsibility for the actions of each Administrator or User. Each Administrator or User has the authority to act for and on behalf of Customer in accordance with the User’s Access Profile.

4.6 AMBANK MAY ACT ON AUTHORITY OF ADMINISTRATOR OR USER

AmBank may rely on the authority of each Administrator or User to send Communications or do any other thing in accordance to the User’s Access Profile until:

(a) AmBank has received written notice or other notice acceptable to AmBank of any change from the Customer or a person duly authorised by Customer; and

(b) AmBank has had a reasonable time to act.

5. security issues

5.1 RESTRICT ACCESS TO SECURITY MATERIALS AND INFORMATION

Customer must keep the System Materials, Customer Facilities, Customer ID, User ID and all information relating to the Services secure and confidential and not allow any person (other than employees, Users, contractors and agents authorised by Customer) to have access to them.

5.2 COMPLIANCE WITH SECURITY PROCEDURES

Customer must comply with the Security Procedures.

5.3 DUTY TO NOTIFY AMBANK

Customer must inform AmBank immediately or in such other manner specified in the relevant Service Supplement and/or User Guide or by such other means as AmBank may specify from time to time if Customer has at any time reason to believe that:

(a) any System Materials, Customer Facilities, Customer ID or User ID is or may have been misused or lost or is or may be known to, or in the possession of, any person not authorised to know the same; and/or

(b) unauthorised use of any System Materials, Customer Facilities, Customer ID or User ID or may have occurred or may occur.

5.4 PROVIDE ASSISTANCE TO AMBANK

(a) Customer must provide AmBank with all reasonable assistance and information to enable AmBank to take appropriate action in relation to matters referred to in clause 5.3, including any action to involve the relevant authorities.

(b) Customer must assist AmBank as requested from time to time to make such security checks in relation to the Services as AmBank may consider necessary.

5.5 RISKS AND RESPONSIBILITY

(a) Customer is responsible for and accepts all risks associated with the delivery by AmBank to Customer of the System Material, Electronic Key, Customer ID, User ID and/or Digital Certificate from the time the Bank parts physical control or transfers control of the same to Customer (as applicable).

(b) Customer is responsible for the continuing safekeeping of the Electronic Key, Customer ID, User ID and/or Digital Certificate from the time the Bank parts physical control or transfers control of the same to Customer (as applicable).

(c) Customer must pay for the cost of repairing and/or replacing any lost, damaged or malfunctioning Electronic Key, Authenticator and/or System Materials.

5.6 DEEMED AUTHORITY TO ACT ON BEHALF OF CUSTOMER

Any individual (whether or not he is a User) who utilises any System Material, Electronic Key, Customer ID, User ID or Digital Certificate is deemed to be authorised by Customer in accordance with the Access Profile associated with the particular Electronic Key, Customer ID, User ID or Digital Certificate.

5.7 TRANSACTIONS IN PROGRESS

In relation to any Channel where Transactions initiated by a User are automatically processed by AmBank’s systems, then notwithstanding the receipt by AmBank of any instruction from Customer to suspend or revoke any Electronic Key, User ID or Digital Certificate in relation to any User, any Transactions initiated by such User continues to bind Customer until such time as his or her Electronic Key, User ID or Digital Certificate is disabled by or within AmBank’s system.

6. software AND IP Rights

6.1 GRANT OF LICENCE AND SUB-LICENCE

To the extent that any Software is provided by AmBank to Customer in connection with the provision of the Services, AmBank grants to Customer a revocable, personal, non-exclusive and non-transferable licence or sub-licence (as the case may be) to use such Software only in relation to the Services.

6.2 SOFTWARE INSTALLATION AND SYSTEM MATERIALS

AmBank will provide to Customer:

(a) such number of copy of the Software, if any and as determined by AmBank, for each of Customer’s facility and equipment as AmBank may approve; and

(b) System Materials in such form and quantity as AmBank may decide from time to time.

6.3 USE OF SOFTWARE AND SYSTEM MATERIALS

Customer may use the Software and System Materials in relation to the Services only and in accordance with the terms of this agreement.

6.4 RESTRICTIONS ON CUSTOMER

Customer may not:

(a) decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form, save to the extent that such activities cannot be prevented by applicable law; and

(b) modify, sell, rent, transfer, resell for profit, distribute or create derivative works based upon the Software, the System Materials or any part of the Software or the System Materials.

6.5 CUSTOMER TO NOTIFY AMBANK OF ANY UNAUTHORISED USE

Customer must promptly notify AmBank if Customer becomes aware of any unauthorised use of the Software and/or System Materials.

6.6 OWNERSHIP OF SOFTWARE

(a) The licence and sub-licence granted under this agreement gives Customer limited rights to use the Software and the System Materials in relation to the Services. Customer does not become the owner of the Software or the System Materials.

(b) The Software, the System Materials and related IP Rights are the exclusive property of AmBank and/or its suppliers, as the case may be.

6.7 OWNERSHIP OF IP RIGHTS

Customer acknowledges that logos, copyright, trade marks, service marks and all other IP Rights in the System Materials or displayed on any Website shall at all times remain vested in AmBank, or if the terms of any contract that AmBank has with any licensor or other person otherwise specify, in such licensor or other person.

7. equipment

7.1 CUSTOMER’S RESPONSIBILITY

Customer is responsible for providing and maintaining any equipment that is necessary for the operation and use of the Services, such as telephones, terminal, modems and computers.

7.2 USE ONLY COMPATIBLE EQUIPMENTS

Customer must use equipment that is compatible with the Software and other AmBank’s programs, systems and equipments, which AmBank may change from time to time.

7.3 VIRUS PROTECTION

(a) AmBank is not responsible for any electronic virus that Customer may encounter using the Services.

(b) Customer must routinely scan Customer’s equipment and storing media using any reliable virus protection product to detect and remove any viruses found.

(c) Customer must take all reasonable measures to prevent data or software corrupting devices entering its or AmBank’s systems.

(d) Customer must inform AmBank as soon as possible if Customer (or any User, agent or contractor of Customer) becomes aware of any failure, delay, malfunction, virus programming error or error in the Services or any suspected fault and assist AmBank in any remedial steps proposed.

7.4 MAINTENANCE AND UPGRADING

Customer must:

(a) procure and maintain and, if necessary, upgrade, at Customer’s expense, such hardware, software and systems of its own as may be specified in any User Guide or by AmBank from time to time as being necessary for the utilisation of the Services; and

(b) ensure that such hardware, software and systems meet the requirements of the relevant User Guides.

7.5 AMBANK’S DISCLAIMER

AmBank assume no responsibility for the defects or incompatibility of any computers or software that Customer uses in connection with the access and use of the Services, even if AmBank have previously approved their use.

7.6 NO WARRANTY BY AMBANK

AmBank makes no warranty, express or implied, in law or in fact, including but not limited to any implied warranty of fitness for a particular purpose or of merchantability, with respect to the Services, the Software or any computer programs, equipment or software that Customer use in connection with the use and operation of the Services.

8. software AND hardware upgrade

8.1 NEW SOFTWARE OR WEB BROWSER

If new or different versions of the Website, the web browser or other software, or other Channel necessary for the operation of any Services are available, AmBank reserves the right not to support any prior version of the Website, the web browser, other software or Channel.

8.2 TERMINATION FOR FAILURE TO UPGRADE SOFTWARE

If Customer fails to upgrade the relevant software or to use the enhanced version of

Software as required by AmBank, AmBank may:

(a) reject Communication sent by Customer; and

(b) terminate this agreement immediately.

8.3 TERMINATION FOR FAILURE TO UPGRADE HARDWARE

AmBank reserves the right to change the type or versions or specifications of any hardware or equipment that Customer may be required to use for any Services. If such requirements are not met by Customer, AmBank may:

(a) reject Communications sent by Customer; and

(b) terminate this agreement immediately

9. communications AND instructions

9.1 COMPLIANCE WITH SECURITY PROCEDURES

The parties must comply with the Security Procedures in sending and receiving Communications.

9.2 AMBANK MAY RELY ON COMMUNICATION

(a) AmBank is not obliged to do anything other than what is contained in the Security Procedures to establish the authority or identity of the person sending a Communication.

(b) If all Security Procedures appear to be complied with and no breach is evidenced, AmBank may act on all Communications even when they are inconsistent with other Communications. A Communication once issued is irrevocable.

9.3 AMBANK NOT RESPONSIBLE FOR ERRORS

AmBank is not responsible for errors or omissions made by Customer or the duplication of any Communication by Customer.

9.4 AMBANK MAY ACT BY REFERENCE TO ACCOUNT NUMBER ONLY

AmBank may act on any Communication by reference to an account number only, even if an account name is provided.

9.5 AMBANK MAY ACT IF COMMUNICATION CONTAINS SUFFICIENT INFORMATION

AmBank may act on a Communication if AmBank reasonably believes the Communication contains sufficient information.

9.6 AMBANK MAY DECIDE NOT TO ACT IF IN DOUBT

AmBank may decide not to act on a Communication where AmBank reasonably doubts its contents, authorisation, origination or compliance with Security Procedures. If such is the case, AmBank must immediately notify Customer of its decision.

9.7 CANCELLATION AND AMENDMENT OF COMMUNICATION

If Customer informs AmBank that Customer wishes to recall, cancel or amend a Communication before the Communication has been acted upon by AmBank, AmBank will use its reasonable efforts to comply.

9.8 USE OF UNSECURED SERVICE CHANNEL

(a) If Customer has nominated telephone, facsimile, email and/or any other form of electronic communication as Channels, AmBank may:

(i) act on any instruction or rely upon any other Communication from Customer (or purporting to be from Customer) and made via such nominated Channels without enquiry as to the identity or authority of the person giving (or purporting to give) such instruction or Communication, or the authenticity of such instruction or Communication; and

(ii) treat the same as fully authorised by Customer and binding on Customer.

(b) Customer acknowledges that it is aware of and accepts the risks associated with nominating telephone, facsimile, email and/or any other form of electronic communication as Channels including the risks of delay, non-receipt and third party interception and/or interference with confidential information.

9.9 RECORDING OF COMMUNICATION

Customer authorises AmBank to record all telephone conversations made between Customer and AmBank in writing or by tape or other means as AmBank may determine.

9.10 CUSTOMER’S INDEMNITY

If AmBank acts on any Communication sent by any means requiring manual intervention (such as telephone, telex, telefax, electronic mail or disks sent by hand) then, if AmBank complies with the Security Procedures, Customer is responsible for any loss AmBank may incur in connection with that Communication.

9.11 AMBANK’S DISCLAIMER OF LIABILITY

Where any Communication is given by facsimile followed by delivery of the original Communication, the fact that the same had been given by facsimile and the date of the facsimile is annotated on the original Communication. In the absence of such annotation, AmBank is not liable for any consequences including, in the case of payment instructions, any losses arising from any duplication of payment or fund transfer.

9.12 AMBANK’S RECORD CONCLUSIVE

In the absence of manifest error, AmBank’s records (whether in paper, electronic, data or other form) of each Communication or Report is conclusive evidence of the fact of receipt or non-receipt, or the contents of such Communication or Report.

10. reports

10.1 REQUESTS BY CUSTOMER

Customer may request for one or more Reports in relation to any of its Accounts or Transactions.

10.2 PREPARED BY AMBANK

Subject to clause 2.1, each Report is produced by AmBank and provided to Customer based on selections made by Customer in a Set-Up Form.

10.3 NOTICE BY AMBANK

Each Report is deemed to be a notice sent by AmBank and only to contain information as of and up to the time of issue of the Report.

10.4 NON PRODUCT SERVICES TRANSACTION

Where any Reports delivered are based on any Non Product Services Transaction, such Non Product Services Transaction will continue to be solely governed by the relevant Transaction Terms of the Non Product Services Transaction.

10.5 RECEIPT CONFIRMATION NOT REQUIRED

AmBank is not obliged to ensure, verify or obtain confirmation of the receipt of any Report by any person.

10.6 EXCLUSION OF LIABILITY

Whilst AmBank shall use all reasonable effort to ensure that any financial information available through any Channel Service is accurate when initially made available, AmBank does not guarantee the accuracy of such financial information. In particular, AmBank is not liable for any loss incurred or damage suffered by Customer by reason or in consequence of customer using such financial information which is not up to date.

11. provision of services to group companies

11.1 ACCESSION LETTER

Any company which is a member of Customer’s group of companies may at any time accede to the Relevant Agreements by signing the Accession Letter, if applicable whereby that company shall be bound by the terms of the Relevant Agreements as if it had been an original party.

11.2 AGENT’S DUTY

Agent must ensure that Customer (including each Acceding Customer) fulfils its obligations under the Relevant Agreements.

11.3 AGENT’S OBLIGATIONS

Agent’s obligations under clause 11.2 is not discharged, impaired or otherwise affected by any act, event or omission which, but for this clause 11.3, might operate to discharge, impair or otherwise affect any of such obligations or any of the rights, powers or remedies conferred on AmBank by the Relevant Agreements or by law.

12. agent

12.1 AUTHORITY

Where Customer has appointed an Agent, that Agent is irrevocably authorised by Customer:

(a) to agree, supplement, restate or vary the terms of the Relevant Agreements, including the addition or removal of any Services;

(b) to appoint any member of Customer’s group of companies to act as its successor as Agent;

(c) to sign any document and perform any act on behalf of Customer as is required to effect or implement any of the above matters.

12.2 AGENT’S ACT BINDS CUSTOMER

(a) Each act performed and each document signed by Agent on behalf of Customer shall be binding on customer for whom the Agent has been authorised to act.

(b) AmBank may assume that any requisite authorisations have been obtained by Agent from Customer.

13. fees AND charges

13.1 FEES

Customer must pay AmBank the Fees for the provision of the Services and for any System Materials provided or licensed by AmBank to Customer.

13.2 DUE DATE

The Fees are due and payable in full on the last Business Day of each month, unless otherwise agreed by AmBank.

13.3 CHANGES TO FEES

AmBank reserves the right to change the Fees at any time and from time to time at its absolute discretion and without prior written notice to Customer.

13.4 AUTHORITY TO DEBIT CUSTOMER’S SERVICE CHARGE ACCOUNT

Customer irrevocably authorises AmBank to debit Customer’s Service Charge Account for Fees incurred in relation to Customer’s use of the Services and for any System Materials provided or licensed by AmBank to Customer. The authority granted by Customer to AmBank under this clause survives the termination of this agreement until all money owing by Customer to AmBank under this agreement and the Relevant Agreements has been paid in full.

13.5 CURRENCY OF PAYMENT

All payments shall be made in Ringgit Malaysia.

13.6 CURRENCY EXCHANGE INDEMNITY

(a) Any conversion from one currency into another may be effected in such manner as AmBank may determine and at AmBank’s then prevailing rate of exchange.

(b) Any loss, cost, charge and risk resulting from any currency conversion shall be borne by Customer.

(d) Where Customer’s account assigned by Customer to be debited for transactions involving foreign exchange has insufficient funds, AmBank reserves the right to liquidate the foreign exchange position and treat the transactions as cancelled and Customer shall be liable for any loss (including exchange loss), damage, charge (including replacement cost) and fees incurred in connection with it.

13.7 PAYMENT DESPITE DISPUTES

Any dispute or claim by Customer of any nature shall not defer Customer’s obligation to pay any sum due to AmBank.

13.8 NET PAYMENT

(a) Any payments to be made to AmBank by Customer under or in relation to the Relevant Agreements will be made to AmBank without any set-off or counterclaim and free of any deduction or withholding for or on account of any taxes or other charges in the nature of taxes imposed by any Public Authority unless such deduction or withholding is required by law or practice.

(b) If any such deduction or withholding is so required to be made by customer or on Customer’s behalf, Customer must pay to AmBank any additional amount necessary to ensure that AmBank receives and retains the full amount of the relevant payment as if such deduction or withholding had not been made.

13.9 INTEREST

If Customer does not pay the Fees or any money payable by Customer under this agreement on or before the due date, Customer must pay interest on that amount on demand by AmBank. Interest is:

(a) payable from the due date until payment is made in full by Customer;

(b) calculated on daily balances at the rate of 10% per year;

14. liability

14.1 EXCLUSION OF INDIRECT OR CONSEQUENTIAL LOSSES

AmBank is not liable in any circumstances for any indirect or consequential loss or loss of interest or loss of profit or loss of business or damages incurred by Customer, including any loss of business revenue, anticipated savings, business transactions, goodwill or contracts, whether arising from negligence, breach of contract or otherwise even if the loss was reasonably foreseeable or AmBank had been informed and advised of the possibility of such loss or damages.

14.2 EXCLUSION OF LIABILITY FOR OTHER LOSSES

AmBank is not liable for:

(a) any losses arising in connection with circumstances outside AmBank’s control or outside AmBank’s knowledge including an unforeseeable acts or omissions or negligent acts on the part of AmBank’s service providers, contractors, agents or employees;

(b) any losses arising as a result of any error in information supplied to AmBank or Customer by a third party, including where such information is contained in any Report;

(c) any losses arising in connection with AmBank acting upon instructions sent electronically or by telephone by Customer or by reason of AmBank failing or refusing to so act if, acting in good faith, in AmBank’s opinion there is or are reasonable ground for such failure or refusal (other than as caused by AmBank’s gross negligence or wilful default);

(d) any losses as a result of:

(i) any failure, suspension or malfunction in any communication line, modem connection, other transmission facilities, the Software or the Customer’s Facilities, howsoever caused; or

(ii) the non-availability of any communication line, modem connection, other transmission facilities, the Software or the Customer’s Facilities, for any reason;

(e) any losses suffered by Customer by reasons of any computer viruses, Trojan horses, worms, logic software, other bombs or other similar programs or routines (including hacking) affecting any Website, the Services or System Materials;

(f) any losses cause as a result of or in connection with any laws or regulations of countries where Transactions are settled or cleared where any negotiable instrument or receivables is collected, or any exchange control restrictions which are imposed from time to time, unless caused by AmBank’s own breach of such laws and regulations;

(g) any damages or losses arising from unauthorised access to any Channel Service by a third party using any Electronic Keys, Customer ID, User ID or Digital Certificate; or

(h) the consequences of any misuse by Customer of any Website or Channel.

14.3 EXCLUSION AND LIMITATION OF LIABILITIES IN SERVICE SUPPLEMENT

Any other exclusion or limitation of liability in any Service Supplement is in addition to and does not derogate from the exclusion and/or limitation of liability in clauses 14.1 and 14.2.

14.4 LIMITATION OF AMBANK’S LIABILITY

Without prejudice to clauses 14.1, 14.2 and 14.3, AmBank’s total liability to Customer for any claim arising from or in connection with a Service is limited to the total amount of Fees paid by Customer for the relevant Service within a 3 months period preceding the date of the loss or damage giving rise to such claim.

15. indemnity by customer

(a) Subject to paragraph (b) below, Customer must indemnify, defend and hold AmBank harmless from and against any claim, damage, loss, liability and cost (including lawyers’ fees) of any kind which AmBank may suffer arising from or in connection with the provision of any Service resulting from:

(i) any breach by Customer of its obligations under the Relevant Agreements;

(ii) AmBank acting on Customer’s instructions, purported instructions (including stop payment instructions) or other Communications; or

(iii) the use or misuse of the System Materials by Customer, including the unauthorised sale or transfer or sharing of any of the System Materials or the posting of any material on any Website which infringes the rights, including IP Rights, of any party.

(b) Customer’s obligation to indemnify AmBank under paragraph (a) above does not cover situations where AmBank’s loss or damages arises from AmBank’s own negligence or misconduct.

16. force majeure

16.1 AMBANK NOT RESPONSIBLE FOR FAILURE TO PERFORM

AmBank is not responsible for any failure to perform any of AmBank’s obligations under any Relevant Agreements if AmBank’s performance is prevented, hindered or delayed by Force Majeure.

16.2 SUSPENSION OF PERFORMANCE

If Force Majeure occurs and AmBank is prevented or hindered from performing any of its obligations under any Relevant Agreement, such obligations of AmBank shall be suspended for so long as the Force Majeure continues.

16.3 AMBANK NOT LIABLE

AmBank is not liable for any inconvenience, loss, injury, damages suffered or incurred by Customer or any third party arising from AmBank’s failure or delay in performing its obligations caused by any Force Majeure.

17. illegality

17.1 AMBANK MAY STOP PROVIDING SERVICES

If it is illegal or AmBank is of the opinion that it is illegal to continue to provide any Services to Customer or to some or all of AmBank’s customers, AmBank may stop providing the Services to Customer by giving written notice to Customer.

17.2 AMBANK NOT RESPONSIBLE FOR FAILURE TO PERFORM

AmBank is not responsible for any failure to perform any of AmBank’s obligations under this agreement if AmBank’s performance would result in it being in breach of any law, regulation or other requirement of any Public Authority in accordance with which it is required to act.

17.3 AMBANK NOT LIABLE

AmBank is not liable for any inconvenience, loss, injury, damages suffered or incurred by Customer or any third party arising from AmBank’s failure, refusal or delay in performing its obligations under clause 17.1.

18. bank negara malaysia

18.1 COMPLIANCE

If Bank Negara Malaysia, Association of Banks in Malaysia or any Public Authority imposes any rules, decisions and rulings (whether before or during the term of this agreement) that affects e-AmBiz or the terms of this agreement, AmBank may vary the terms and conditions of this agreement by giving notice to Customer.

18.2 GUIDELINES

e-AmBiz is subject to all rules regulations guidelines and directives (whether or not having the force of law) imposed upon AmBank from time to time by Bank Negara Malaysia or other applicable Public Authority having jurisdiction over AmBank.

19. Disclosure Of Information

19.1 PERMITTED DISCLOSURE

AmBank may at any time during the continuance of this agreement furnish or disclose to and of the following person:

(a) to Biro Maklumat Cek or such other authority or body established by Bank Negara Malaysia;

(b) the Central Credit Unit of Bank Negara Malaysia;

(d) any potential assignee,

any information relating to Customer or any other information which the AmBank considers appropriate.

19.2 DISCLOSURE TO RELATED COMPANY OF AMBANK

AmBank may disclose information on Customer’s business (including its accounts and future accounts) with AmBank to AmBank’s auditors, lawyers, agents, service providers, professional advisers and companies which are or which in the future, may be a Related Company of AmBank on need to know basis, and the parties receiving the information are bound by confidentiality obligations similar to those observed by AmBank to Customer.

20. suspension AND variation of services

20.1 SUSPENSION AND WITHDRAWAL OF SERVICES

AmBank may suspend or withdraw the whole or any part of the Services provided to Customer at any time. If practicable, AmBank shall notify Customer in advance of the suspension or withdrawal.

20.2 SUSPENSION UPON REQUEST

If requested by Customer in writing and all Security Procedures have been complied with, AmBank must suspend the whole or part of the Services as requested by Customer.

20.3 VARIATION OF SERVICES

(a) AmBank may develop, add to, change, replace or withdraw the whole or any part of the Services or the System Materials or any other information or material relating to the Services from time to time.

(b) If AmBank adds to or modifies the Services and/or provides additional or modified System Materials pursuant to such development, addition or change, Customer continue to be bound by the Relevant Agreements and, in addition, by any additional terms which AmBank may advise Customer in relation to such additions or modifications.

21. termination

21.1 TERMINATION BY NOTICE

Either party may terminate:

(a) the whole or any part of the Services; and/or

(b) any or all of the Relevant Agreements,

by giving to the other party 30 days prior written notice.

21.2 TERMINATION BY AMBANK

AmBank may terminate the whole or any part of the Services provided to Customer and/or all or any part of the Relevant Agreements immediately without prior notice:

(a) upon any material breach by Customer of any terms of the Relevant Agreements or of any other agreement or other instrument between Customer and AmBank;

(b) if it is or becomes or would be materially likely to become unlawful for Customer or AmBank to comply with any or all of each party’s respective obligations under the Relevant Agreements or if such compliance shall cause or would be materially likely to cause AmBank to be in breach of any law or regulatory requirement;

(d) upon the occurrence of any other circumstances affecting Customer or the Services which AmBank, acting reasonably, considers exceptional.

21.3 EFFECT OF TERMINATION

Upon termination of any Relevant Agreement in whole or in part for any reason:

(a) Customer must immediately return to AmBank all copies of the Software, User Guides and any other System Materials, related information and equipment supplied by AmBank (if any);

(b) Customer must immediately cause all Software supplied by AmBank to Customer to be erased from any hardware or other equipment on which it has been installed and certify to AmBank in writing that the same has been done;

(c) Customer must allow AmBank onto Customer’s premises at a reasonable time on reasonable prior notice either to verify that Customer has erased all the items listed above or, if they have not been erased, to erase all such items;

(d) Customer must sign all relevant document to evidence the revocation (in whole or in part) of any Software Licence granted to Customer;

(e) Customer must pay AmBank all money owing by Customer to AmBank under this agreement immediately upon demand;

(f) AmBank may immediately deny Customer access to the Services;

(g) all rights granted under this agreement will immediately revert to AmBank;

(h) all licences, sub-licence and other rights granted to Customer under this agreement is revoked; and

(i) the rights or obligations of the parties that arise prior to termination remains intact and are not affected by the termination unless stated otherwise.

21.4 CLAUSES THAT SURVIVES TERMINATION

The provisions in clauses 14, 15, 18, 19 and any other indemnities and exclusions or limitation or liabilities set out in any Service Supplement survives any termination of the Relevant Agreements and continue indefinitely.

22. NOTICES

22.1 METHOD OF GIVING NOTICES

A notice, consent, approval or other communication (each a “Notice”) under the Relevant Agreements shall be in writing (which includes electronic form), signed by or on behalf of the party giving it, addressed to the party to whom it is to be given and:

(a) delivered to the receiving party in person;

(b) sent by pre-paid mail to the receiving party’s address;

(d) sent to the electronic mail address of the receiving party.

22.2 TIME OF RECEIPT

A notice given to a person in accordance with this clause is treated as having been given and received:

(a) if delivered, on the day of delivery if delivered before 4:00pm on a Business Day, otherwise on the next Business Day;

(b) if sent by pre-paid mail, 3 Business Days after the date of posting;

(c) if transmitted by facsimile and the transmission report states that it was sent in full and without error, on the day of transmission if that report states that the transmission was completed before 4:00pm on a Business Day, otherwise on the next Business Day; and

(d) if transmitted by electronic mail and the transmission report states that it was sent in full and without error, on the day of transmission if that report states that the transmission was completed before 4.00 on a Business Day, otherwise on the next Business Day.

22.3 ADDRESS FOR NOTICES

For the purposes of this clause, a person (“sender”) may take the address, facsimile number and email address of another person (“recipient”) to be:

(a) the address and number set out in this agreement;

(b) where the recipient notifies the sender of another address or number, the last address or number so notified to it; and

22.4 E-AMBIZ

In addition to the mode of delivery and deemed delivery stated above, all notices and other communications concerning e-AmBiz is treated as having been given and received by Customer:

(a) if sent by courier, on the next Business Day after collection by the courier;

(b) if by posting notice on AmBank’s premises, on the next Business Day after posting the notice;

(d) if it is stated in the statement of account or transaction issued by AmBank, 3 Business Days after the date of posting; or

(e) if it is posted on the e-AmBiz website, on the day of posting if posted before 4:00pm on a Business Day, otherwise on the next Business Day.

23. ambank’s right of set-off

Without any demand or notice, AmBank may set-off any payment due from AmBank to Customer against any amount due from Customer to AmBank:

(a) whether or not the amount owing is owed alone or with any other person;

(b) whether or not the amount owing by Customer to AmBank is immediately payable; and

24. LAW AND JURISDICTiON

24.1 GOVERNING LAW

This agreement is governed by the laws in force in Malaysia.

24.2 SUBMISSION TO JURISDICTION

The parties submit to the exclusive jurisdiction of the courts of Malaysia and any court that may hear appeals from those courts in respect of any proceedings in connection with this agreement.

24.3 SERVICE OF LEGAL PROCESS

(a) The service of any legal process may be given by prepaid registered post sent to the respective address for service of the parties and such legal process is deemed to have been duly served after the expiration of 3 Business Days from the date it is posted.

(b) No change in the address of service however brought about will be effective or binding on AmBank unless Customer has given to AmBank actual notice of the change of address for service. Nothing done in reliance on any of the provision in this agreement will be affected or prejudiced by any subsequent change in the address of service over which AmBank has no actual knowledge of at the time the act or thing was done or carried out.

25. general

25.1 SUPPLEMENTS INTEGRAL PART OF RELEVANT AGREEMENT

(a) The Supplements, addendum, schedule and the User Guides form an integral part of the Relevant Agreements.

(b) If there is any conflict between the terms of this agreement and that of any Service Supplement, addendum, schedule or User Guide, the terms of the Service Supplement, addendum, schedule or User Guide shall prevail to the extent of the conflict.

25.2 OTHER AGREEMENTS RELATING TO CUSTOMER’S ACCOUNT

(a) The terms set out in the Relevant Agreements are in addition to, and not in substitution for, any other agreements, mandates, terms or conditions relating to each Customer’s Account (unless otherwise specified).

(b) For the purposes of the Services, in the case of any conflict between the Relevant Agreements and the terms of any other agreements, mandates, terms, or conditions relating to Customer’s Account with AmBank, the terms of the Relevant Agreements shall prevail to the extent of the conflict.

25.3 ENTIRE AGREEMENT

(a) The Relevant Agreements sets out the entire agreement between AmBank and Customer in relation to the Services.

(b) Customer confirms that it has not relied on any representation, warranty, promise, statement of opinion or other inducement made or given by or on behalf of or purportedly by AmBank in applying for any or all of the Services.

25.4 AMENDMENT

AmBank may amend, vary or supplement any terms and conditions of this agreement by giving notice of it to Customer. Such amendment, variation or supplement shall take effect as between Customer and AmBank as from the date specified in such notice or in the absence of such date as from the date of such notice.

25.5 ASSIGNMENT

(a) Customer may not assign or otherwise deal with its rights under this agreement without AmBank’s consent.

(b) AmBank may assign or otherwise deal with all or any of its rights and benefits under this agreement.

25.6 WAIVER

The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

25.7 TIME

Time is of the essence of this document.

25.8 SEVERABILITY

(a) A construction of this agreement that results in all provisions being enforceable is to be preferred to a construction that does not so result.

(b) If, despite the application of paragraph(a), a provision of this agreement is illegal or unenforceable:

(i) and it would be legal and enforceable if a word or words were omitted, that word or those words are severed; and

(ii) in any other case, the whole provision is severed,

and the remainder of this agreement continues in force.

25.9 INTERNET PROVISIONS

In the case of any Channel Service which utilise or are delivered through the internet:

(a) In order to enable Customer to keep browsing efficiently, AmBank or third parties may use “cookies” on or via e-AmBiz or other Website. These cookies are stored temporarily in Customer’s computer, namely for the duration of each visit made by Customer to e-AmBiz or other Website. Customer may disable the cookies by changing the setting on Customer’s browser. However, depending on which cookies are disabled, Customer may not be able to access or use certain Services after disabling the cookies.

(b) Certain hypertext links on e-AmBiz or other Website maintained by AmBank, then the terms of e-AmBiz or other Website shall apply. Should no such terms exist, then the Relevant Agreements shall apply.

PAYMENT SUPPLEMENT AGREEMENT

BETWEEN:

AND

2. THE PARTY WHOSE NAME AND PARTICULARS ARE STATED IN SECTION B OF THE ATTACHMENT (“Customer”).

RECITALS:

A. Customer and AmBank are parties to the Master Services Agreement.

B. Customer wishes to apply for and AmBank is willing to make the Payment Services available to Customer upon the terms and conditions of this supplemental agreement and the Master Services Agreement.

C. This supplemental agreement is supplemental to the Master Services Agreement and constitutes the Service Supplement for the Payment Services.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 DEFINITIONS

In this supplemental agreement, unless the context otherwise requires:

“Beneficiary” means:

(a) the beneficiary or payee of a Cheque; and/or

(b) the recipient or intended recipient of a Wire Transfer.

“Certificate” means digitally signed data structure which immutably binds a Public Key to information uniquely identifying the possessor of the Private Key corresponding to such Public Key and which is delivered by one party to another in the Encryption System.

“Cheque” means banker’s cheque, money order, demand draft, bank draft and/or other forms of payment order.

“Clearing House” means the organisation or authority responsible for the centralised processing and clearing of cheques and/or similar instruments.

“Cut-Off Time” means the time stipulated and notified by AmBank to Customer as the latest time by which instructions must be received by AmBank for processing payment on the same day.

“Digital Signature” means data appended to, or a cryptographic transformation of, data contained within a Digital Transmission to authenticate the source and integrity of the data and to preclude repudiation by the signer.

“Digital Transmission” means an electronic message in digital form containing data, which Customer or AmBank authenticates with a Digital Signature.

“Diskette” means the diskette, thumb drive, compact disc and other analog or digital storage media containing Customer’s details, beneficiaries’ payment details, mode of payment and amounts to be processed through AmBank.

“Encryption System” means the authentication, non-repudiation and encryption system prescribed by AmBank for use by its Customer on the Website and/or e-AmBiz from time to time.

“Expiry Date” means a date which is 6 months from the date of the Cheque or such other date after which the AmBank or the drawee or paying bank (if it is not AmBank) of the Cheque will not honour the payment of the Cheque for any reason.

“Forex Rate” means the rate that AmBank quotes in respect of foreign currency exchange transactions.

“GIRO” means General Instruction Receiving Order, an interbank fund transfer payment system operated by Malaysian Electronic Payment Systems Sdn. Bhd. to allow customers maintaining accounts with the participating banks to make inter-bank payments or collection of payments to either the customers’ own account or to any third party account(s) maintained with a participating bank. It is an electronic fund transfer payment system designed to handle high volume of low-value inter-bank payments.

“In-house Transfer” means the transfer of funds between accounts opened and maintained with AmBank.

“Key Pair” means, with respect to any party, its Private Key and the corresponding Public Key.

“Master Services Agreement” means the master services agreement between Customer and AmBank the date and particulars of which are stated in section C of the attachment.

“Payment Account” means the account out of which payments will be made as specified by Customer in the relevant Set-Up Form and as amended by Customer in writing from time to time.

“Payment Centre” means such of AmBank’s office where the Payment Account is located.

“Payment Instruction” means the payment instruction comprised in:

(a) any Diskette;

(b) Payment Services Transmittal Form; and/or

“Payment Services” means any one or more or all of AmBank’s payment services offered by AmBank from time to time.

“Payment Services Fees” means the service tariff, fees, costs and charges (including any cancellation fees or termination charges and any tax) published by AmBank from time to time for the provision of the Payment Services and for any System Materials provided or licensed by AmBank to Customer including the payments due under clause 5.2(a) of this supplemental agreement.

“Payment Services Transaction” means a Transaction made under the Payment Services.

“Payment Services Transmittal Form” means the form or other document which contains payment instruction information such as the beneficiaries’ particulars, the mode of payment and the amount to be paid, in such form as may be prescribed by AmBank from time to time.

“Private Key” means one-half of a cryptographic Key Pair as drawn from the class of asymmetric key cryptographic functions used in the Encryption System that Customer may apply to electronic data for identification purposes to generate a Digital Signature.

“Public Key” means the key of an entity’s asymmetric Key Pair that can be made public.

“RENTAS” means Real Time Electronic Transfer of Funds and Securities, a real time gross settlement system for the transfer and settlement of high value ringgit denominated interbank funds and scripless securities transactions prescribed by Bank Negara Malaysia for use by financial institutions governed by it.

“SFTP” means secured file transfer program prescribed by AmBank from time to time for the transfer of data through the internet between AmBank and Customer.

“SWIFT” means Society for Worldwide Interbank Financial Telecommunication, an international financial industry-owned organization that provides secure, standardised messaging services and interface software to financial institutions worldwide (for market infrastructures in payments, securities, treasury and trade.

“Wire Transfer” means transfer of funds through any of the following channels or systems:

(a) RENTAS;

(b) GIRO;

(d) In-house Transfer; and

(e) other forms of wire transfer of funds.

1.2 INCORPORATION BY REFERENCE

In this supplemental agreement, unless the context otherwise requires, capitalised terms have the meaning assigned to those terms in the Master Services Agreement.

2. PAYMENT SERVICES OFFERED

2.1 PAYMENT SERVICES OFFERED

Details of the payment services offered to the Customer are provided in Section D of the Attachment and form part of this agreement.

2.2 PAYMENT SERVICES FEES

Fees for the services offered under this Agreement is detailed in Section E of the Attachment.

3. payment instructions – general

3.1 PAYMENT CONDITION

Upon AmBank’s receipt of Payment Instructions from Customer, AmBank is authorised to issue Cheques, effect Wire Transfers or make other forms of payments in accordance with the Payment Instructions if:

(a) AmBank’s receives from and/or on the account of Customer:

(i) the relevant amount required for the payment; and

(ii) the relevant fees and disbursements in relation to the payment; or

(b) if there are sufficient, clear, free and available funds in the Payment Account, AmBank debits the Payment Account with:

(i) the relevant amount required for the payment; and

(ii) the relevant fees and disbursements in relation to the payment; or

(c) if there are insufficient, clear, free and available funds in the Payment Account, AmBank agrees to advance the required amount to effect the Payment Services Transactions under clause 8 of this supplemental agreement.

3.2 ISSUANCE OF CHEQUES

All Cheques issued by AmBank for and on behalf of Customer under Payment Services must be:

(a) in account payee form only; and

(b) issued in Ringgit Malaysia only, unless otherwise agreed by the parties in writing.

3.3 USE OF BRANCH AND THIRD PARTY

AmBank may use any of its branches, its related corporation, its affiliate, Clearing House, its correspondent, its agent or any third party in performing any of AmBank’s obligations under this supplemental agreement.

3.4 DELIVERY AND COLLECTION OF CHEQUES

AmBank is authorised to:

(a) hold any Cheques upon its issuance for Customer’s collection; or

(b) upon Customer’s instructions and at Customer’s risks, send the Cheques to Customer or the Beneficiaries by mail or courier.

3.5 REJECTION OF INSTRUCTIONS FOR BREACH OF SECURITY PROCEDURES

AmBank may reject any Payment Instructions delivered to AmBank:

(a) if the Payment Instruction is delivered via any Channel or mode of communication, if any Security Procedures are not complied with; and/or

(b) if the Payment Instruction is delivered via any Channel or mode of communication which is not pre-approved by AmBank in writing.

3.6 REJECTION OF INSTRUCTIONS FOR INCOMPLETE INFORMATION

AmBank may reject any Payment Instructions delivered to AmBank:

(a) if any of the information comprised in the Payment Instruction is incomplete and/or ambiguous; and/or

(b) if the Payment Instruction is not in the form or format prescribed or approved by AmBank at the relevant time.

3.7 CUT-OFF TIME

AmBank shall treat a Payment Instruction as received when it has received all relevant authorisations. Any Payment Instruction received after the Cut-Off Time on any day will be treated as received on the next day.

4. payment instructions - channels

4.1 CHANNELS FOR PAYMENT INSTRUCTIONS

Unless AmBank otherwise agree in writing, Customer may deliver Customer’s Payment Instructions to AmBank via only one of the following Channels:

(a) e-AmBiz;

(b) SFTP;

(d) subject to AmBank’s prior written approval under clause 3.5, other Channels apart from those listed in paragraphs (a) to (c) above (including emails, physical delivery and facsimile transmission).

4.2 PAYMENT INSTRUCTIONS THROUGH E-AMBIZ

Where Customer’s Payment Instructions are delivered to AmBank via e-AmBiz, Customer must comply and ensure that each User comply with the policies and procedures contained in the relevant User Guide and/or Security Procedures in relation to the use of e-AmBiz.

4.3 PAYMENT INSTRUCTIONS THROUGH SFTP

Where Customer’s Payment Instructions are delivered to AmBank via SFTP, the following provisions shall apply:

(a) Customer must comply with the policies and procedures contained in the relevant User Guide and/or Security Procedures in relation to the issuance revocation, suspension, cancellation and suspension and/or expiry of any Certificate.

(b) Customer must adhere to and comply with all security and other requirements imposed by AmBank or its supplier in connection with the use of the Encryption System and/or the SFTP.

(c) Customer must not rely upon a Digital Signature until it has been authenticated and validated using the Encryption System.

(d) Customer shall not use any of the System Materials, the Encryption System, the SFTP in connection with anything that:

(i) is illegal, unlawful or otherwise prohibited by applicable law;

(ii) involves any transaction for which Customer is not acting as a principal or as agent for a principal that has been disclosed to AmBank in writing; or

(iii) would breach any intellectual property or other third party rights.

(e) Customer must inform AmBank as soon as possible if Customer is aware that any Key Pair, Electronic Key or Certificate has been corrupted, compromised or is unable to perform validly and/or accurately its function.

(f) Customer must procure that Certificates and Electronic Keys authorised by Customer to be used for and on its behalf are used only in conjunction with the Encryption System.

(g) Customer is deemed to have accepted a Certificate on the first occasion that the related Private Key is used by Customer and/or Users.

4.4 PAYMENT INSTRUCTIONS THROUGH DISKETTE

Where Customer’s Payment Instructions are delivered to AmBank using Diskettes, the following provisions shall apply:

(a) Any information or instruction sent on Diskette is at Customer’s risk until actual receipt by AmBank of the Diskette. It is Customer’s responsibility to ensure that there is no duplication of instructions.

(b) Each Diskette must be submitted to AmBank:

(i) in a sealed envelope with the signature of the User in relation to the Payment Service across the envelope flap with clear adhesive tape overlaid on it;

(ii) in a tamper proof bag which is approved by AmBank; or

(iii) in such other manner which AmBank may approve in writing from time to time.

(c) If the Diskette is picked up by AmBank or AmBank’s agent, the Diskette shall not be deemed delivered unless duly acknowledged by AmBank’s authorised officer from the Payment Centre.

(d) All information in the Diskette must conform to AmBank’s requirement in respect of:

(i) the technical specifications for the relevant Payment Service as AmBank may notify to Customer from time to time;

(ii) the listing of AmBank and branch codes specified by the Clearing House; and

(iii) any exceptional account number formats for selected banks.

(e) Information in a Diskette must be consistent with those in the accompanying form prescribed by AmBank from time to time, if any.

4.5 PAYMENT INSTRUCTIONS THROUGH OTHER CHANNELS

(a) Customer may send Payment Instructions to AmBank through Channels other than e-AmBiz, SFTP and Diskette only with the prior written consent of AmBank.

(b) Subject to paragraph (a) above and if Customer sends any Payment Instruction to AmBank through Channels other than e-AmBiz, SFTP and Diskette, Customer must comply with the policies and procedures contained in the relevant User Guide and/or Security Procedures in relation to the sending of Payment Instructions through such Channel.

4.6 VALIDITY & ENFORCEABILITY OF ELECTRONIC DATA

All data, Payment Instructions and other communications:

(a) signed electronically using Customer’s Key Pair for which the corresponding Certificate is declared as valid through the Encryption System; and/or

(b) inputed, processed, recorded and approved by any User under e-AmBiz,

shall have the same legal effect, validity and enforceability as if the data, Payment Instruction and other communication had been in writing manually signed by Customer.

4.7 PAYMENT INSTRUCTIONS THROUGH MULTIPLE CHANNELS

If Customer delivers Payment Instructions to AmBank through more than one Channel without AmBank’s prior written approval:

(a) AmBank is not liable to Customer for any loss or damages suffered by Customer for any payments made by AmBank pursuant to any Payment Instructions comprised in the different Channels even if such payment results in double payment for any Payment Instructions; and/or

(b) AmBank may act on the Payment Instruction delivered in whichever Channel AmBank deems appropriate; and/or

(c) AmBank may decide not to make any payment under any Payment Instructions delivered to AmBank through more than one Channel without AmBank’s prior written approval.

4.8 CONFLICT AND PRIORITY

If there is any conflict in the data, Payment Instructions and other communications sent by Customer to AmBank through different Channels and/or media, the data, Payment Instructions and other communications in the different media and/or Channel shall take precedence according to the order in which they are listed below (unless the parties otherwise agree in writing):

(a) e-AmBiz;

(b) SFTP;

(d) written delivered by hand; and

(e) written transmitted by facsimile.

4.9 CUSTOMER’S CONSENT AND WAIVER

Customer shall not challenge the legal effect, validity or enforceability of:

(a) Data, Payment Instructions and other communications signed electronically using a Key Pair and Certificate; and/or

(b) data, Payment Instructions and other communications processed, recorded and approved by any User under e-AmBiz,

on the grounds that it is in digital and/or electronic rather than written form.

5. Foreign Currency Payment

5.1 FOREIGN CURRENCY TRANSACTION IRREVOCABLE

Where Customer instructs AmBank to pay an amount of foreign currency purchased by Customer under a foreign exchange transaction made directly by Customer with AmBank’s treasury department, such foreign exchange transaction shall be irrevocable even if the corresponding Payment Instruction is revoked.

5.2 FOREX RATE

(a) If Customer instructs AmBank to make a foreign currency payment using the Forex Rate, AmBank shall use that Forex Rate if AmBank receives the relevant Payment Instruction before the Forex Rate expires.

(b) If AmBank receives the relevant Payment Instruction after the expiry of the Forex Rate, AmBank may:

(i) use the Forex Rate at the time of receipt or the Forex Rate at the time that the payment is processed; or

(ii) reject the transaction comprised in the Payment Instruction and return the Payment Instruction to Customer.

5.3 SUSPENSION OF FOREIGN CURRENCY TRADE

AmBank may suspend trading in any foreign currencies at any time.

6. payment by customer

6.1 FOR PAYMENT SERVICES TRANSACTION

For each Payment Services Transaction, Customer must pay AmBank:

(a) an amount equal to the face amount of the Cheque issued or the amount transferred via Wire Transfer; and

(b) in Ringgit Malaysia or such other currency as may be acceptable to AmBank.

6.2 FOR PAYMENT SERVICES FEES

(a) Customer must pay AmBank upon demand (or as otherwise agreed) all fees, delivery charges, stamp duties, and any other reasonable out-of-pocket expenses in connection with the provision of the Payment Services.

(b) Subject to AmBank’s prior written approval, Customer may arrange for the Beneficiary of any Payment Services Transaction to pay for the Payment Services Fees but Customer remains principally liable for any unpaid amount of the Payment Services Fees.

7. stop payments, cancellation and late or non-presentation

7.1 REQUESTS FOR STOP PAYMENT

Customer may request AmBank to stop payment of any issued Cheque which has been stolen, lost or destroyed, or to cancel issuance of any unissued Cheque. Such request shall comply with and shall be carried out in accordance with the procedures set out in the Security Procedures.

7.2 AMBANK MAY REFUSE STOP PAYMENT REQUEST

If stop payment of any Cheque is not permitted by the law or any guidelines issued by Bank Negara Malaysia or other Public Authority, AmBank retains reasonable discretion not to accede to a request to stop payment of any Cheque.

7.3 STALE OR UNPRESENTED CHEQUE

If any Cheque is not presented for payment on or before its Expiry Date, then AmBank will upon Customer’s request or after a reasonable time (as determined by AmBank in its reasonable discretion) after the Expiry Date of that Cheque:

(a) credit to Customer’s Account the amount of that Cheque;

(b) send to Customer a new Cheque in favour of Customer for the amount (less any fees, disbursements and other charges) stated in the Cheque; or

(c) if Customer ceases to have any banking relationship with AmBank and AmBank is unable to locate Customer after making reasonable effort to do so, AmBank may pay such amount to Bank Negara Malaysia under the Unclaimed Monies (Amendment) Act 2002 (Act 1161).

7.4 REFUND IN DIFFERENT CURRENCY

Should Customer or the law require reimbursement on a stopped, cancelled or expired Cheque to be in a different currency from that of such Cheque, AmBank may convert at any time the relevant funds into the appropriate currency of reimbursement, at the Forex Rate on the date such reimbursement is made.

8. beneficiary financing

8.1 BENEFICIARY’S REQUEST FOR DISCOUNTING AND FINANCING

If a Beneficiary requests AmBank to:

(a) discount any Cheques issued or to be issued in favour of the Beneficiary; and/or

(b) advance money up to the aggregate principal sum of any pending Wire Transfer in favour of the Beneficiary,

AmBank may notify Customer of such requests by the Beneficiary.

8.2 CUSTOMER’S REQUEST FOR DISCOUNTING AND FINANCING

If Customer requests AmBank to:

(a) discount the Beneficiary’s Cheque; and/or

(b) advance money to Beneficiary up to the aggregate principal sum of:

(i) any pending Wire Transfer in favour of the Beneficiary; and

(ii) any Cheques issued and/or to be issued in favour of the Beneficiary,

and AmBank complies with Customer’s request:

(c) Customer must honour the Beneficiary’s Cheque in full (or make full payment to AmBank for the issuance of the Cheque in favour of the Beneficiary);

(d) Customer must effect (or make full payment to AmBank to effect) the pending Wire Transfer in full; and

(e) Customer may not revoke any of its prior Payment Instructions to issue the Cheque or effect the Wire Transfer in favour of the Beneficiary.

8.3 INDEMNITY BY CUSTOMER

Customer must indemnify, defend and hold AmBank harmless from and against any claim, damage, loss, liability and cost (including lawyers’ fees) of any kind which AmBank may suffer arising from or in connection with acceding to Customer’s request in:

(a) discounting the Beneficiary’s Cheque; and/or

(b) advancing money to Beneficiary up to the aggregate principal sum of:

(i) any pending Wire Transfer in favour of the Beneficiary; and

(ii) any Cheques issued and/or to be issued in favour of the Beneficiary.

9. payment services transaction financing

9.1 AMBANK MAY ADVANCE

If AmBank receives any Payment Instructions from Customer and the funds in the Payment Account is insufficient to pay for the Payment Services Transactions and Customer does not pay AmBank the full amount required to pay for the Payment Services Transactions, then AmBank may advance the required amount to effect the Payment Services Transactions.

9.2 TERMS OF PAYMENT SERVICE TRANSACTION FINANCING

The amount advanced by AmBank under clause 8.1:

(a) is payable immediately on demand;

(b) shall bear interest calculated on daily rest at the rate of 2% per annum above AmBank’s prevailing base lending rate or such other rate which AmBank may prescribe from time to time.

10. Authority To Debit Customer’s Account

Customer irrevocably authorises AmBank to debit any of Customer’s account with AmBank for Payment Services Fees and for any money owing or payable by Customer to AmBank under this supplemental agreement and/or any Relevant Agreement. The authority granted by Customer to AmBank under this clause survives the termination of this supplemental agreement and any Relevant Agreement until all money owing by Customer to AmBank under this supplemental agreement and the Relevant Agreements has been paid in full.

11. Miscellanous

11.1 APPROPRIATION OF PAYMENT

(a) Customer waives all rights under section 60 of the Contracts Act 1950 in respect of any payments made to AmBank under this supplemental agreement and the other Relevant Agreements.

(b) AmBank may appropriate any payment it receives in relation to this supplemental agreement and the other Relevant Agreements towards satisfaction in whole or part of any money owing by Customer to AmBank in any order that AmBank may deem appropriate despite any purported appropriation by Customer.

11.2 CONSOLIDATION

AmBank may consolidate any or all accounts of Customer with AmBank.

11.3 AMBANK MAY SET OFF

Without any demand or notice, AmBank may set off and apply indebtedness it owes to Customer (whatever the currency) against any money owing by Customer to AmBank:

(a) whether or not the indebtedness is owed alone or with any other person;

(b) whether or not the amount owing by Customer to AmBank is immediately payable; and

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