LEGAL RESOURCES

APIGATE GENERAL TERMS

INTERNETWORK API

This General Terms (Internetwork API) applies to all Partners whom Apigate Sdn Bhd (Company No. 201701045511 (1259684-W)) procures the services from or to all Partner whom is subscribing to the services offered by Apigate Sdn Bhd. By signing the Service Order Form, you are deemed to have read and accepted the term and conditions stated herein and all relevant policies. Apigate Sdn Bhd may amend and update the terms from time to time and Apigate Sdn Bhd may give you notice of such change via our website. You hereby agree that your continuous provision of the Services shall signify your acceptance to the changes and any updates to the terms and conditions mentioned therein.

1. THE BASICS

1.1 Apigate Sdn Bhd has developed a mobile internet and fulfilment exchange, as described as the “Apigate Exchange”, for Southbound Partners (which includes but is not limited to mobile network operators) to expose certain network capabilities for our Northbound Partner to make use of those network capabilities. Apigate procures telecommunication services to its Service Providers from its Southbound Partners.

1.2 This General Terms apply to the Services Apigate Sdn. Bhd procures from you or you subscribe from Apigate Sdn Bhd. This General Terms will be applicable for Apigate Sdn Bhd., its affiliates, its subsidiaries, its successors and permitted assigns (hereinafter referred to as “Apigate”).

1.3 The Services that you provide or that you subscribe from Apigate has its own Service Order Form and Service Catalogue including but not limited to Apigate’s Policies and Rules and as well as other related documents with more detailed terms (“Incorporated Documents”). Parties agree that the entity within Apigate Group of Companies that will be procuring the Services from you or Services you subscribe from shall be specified in each Service Order Form.

1.4 This General Terms, the Service Order Form and the Incorporated Documents would be collectively referred to as “the Agreement”, unless stated otherwise in the Service Order Form.

1.5If there is a conflict between the documents, the order of priority, highest first, is:

(a) the Service Order Form;

(b) this General Terms; and

2. WHAT YOU HAVE TO OBSERVE

2.1 Apigate shall in consideration of the Charges and all other monies paid by you, procure the Services from its Southbound Partner and provide the Services to you as specified in the Service Order Form with reasonable care and skill.

2.2 You shall concurrently perform your duties and obligation as contained in this Agreement.

2.3 You acknowledge and accept that Apigate may perform any of its obligations of exercise any of its rights under this Agreement, by itself, a Southbound Partner or through such appointed Affiliate.

3. RESTRICTIONS AND LIMITATIONS THAT YOU HAVE TO COMPLY

3.1 Your relationship in relation to the Apigate Exchange must be with Apigate only and Apigate will contract with and have the sole relationship with the Southbound Partner of the Services;

3.2 You must only resell the Service to its Service Providers that has entered into a separate agreement with you to subscribe to the Services;

3.3 You must ensure that the Services are not targeted for use by your Service Providers and the subscribers outside of the relevant Territory (as specified in the Service Order Form). You must ensure that all reasonable steps are taken to ensure that other digital rights management technologies applied to the Services are included and maintained and apply additional technologies to protect against the use of those Services outside of the relevant Territory;

3.4 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Receiving Party or any third party in connection with any Services; and

3.5 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Apigate or any third party in connection with any Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices.

3.6 You must ensure that, in relation to the consumption of Services by Service Providers, no act or omission is committed or permitted by you which could reasonably be considered to be or likely to be:

(a) unsolicited, unauthorised, inappropriate, offensive, obscene, indecent, defamatory, abusive, harassing or threatening;

(b) damaging, disruptive, destabilizing, destructive, corruptive, intrusive, probing, circumventing or dangerous;

(d) adversely affecting or damaging the goodwill or reputation of any Party.

3.7 Each Party (including any personnel, agents, third party contractors or other third parties under its control) must not make any public statement or act in any manner which is reasonably likely to disparage, criticise, or bring into disrepute the other party or the third parties involved in enabling the Services.

3.8 Apigate shall be liable for the due performance of the Services in accordance with this Agreement by its Southbound Partner and for the purposes of this Agreement, its Southbound Partner’ acts or omissions in all respects as if such acts and omissions were its own.

3.9 You acknowledge that Apigate’s Southbound Partner shall have the right to benefit from the Agreement in relation to any Services passed through to Apigate by a party.

3.10 The parties acknowledge that the mechanism under which any obligation under the Agreement are passed by a party to their respective Southbound Partner is set out by separate agreement between the party and its respective Southbound Partner and is not included within the scope of the Agreement.

3.11 In the event that any Southbound Partner ceases to be a Southbound Partner of any party, that party shall promptly notify in writing the other party about that fact.

3.12 The parties agree and acknowledge that the rights and obligation pursuant to the Agreement does not in any way bind the parties Southbound Partner, Service Providers, subscriber or any of its third party enabling the Services and only governs the rights and obligation of the parties to this Agreement.

4 WHAT WE NEED TO COMPLY

4.1 Both parties agree to ensure its compliance with applicable Law in connection with the Agreement and the Services and each party warrants and represents that it has obtained and will maintain all legal, regulatory and governmental approvals and consents required from the relevant authorities in Malaysia, or in your case, in the Territory, in relation to its respective obligations under this Agreement.

4.2 Both parties further warrant and represent that it has obtained and will maintain all necessary approvals, licenses, sub-licenses, rights, and consents from all other necessary third parties, in respect of the consumption of Services.

5 DATA PROTECTION

5.1 You shall at all times comply with the Personal Data Protection Policy in regard to the Personal Data.

6 INTELLECTUAL PROPERTY RIGHTS (“IPR”)

6.1 You shall at all times comply with the Intellectual Property Rights Policy in regard to the IPR.

7 KEEPING THINGS CONFIDENTIAL

7.1 Confidentiality:

(a) We will both keep all Confidential Information confidential;

(b) We will both take adequate and appropriate steps to notify our employees and the third parties and Service Provider of their obligations to comply with the Agreement;

(c) We both agree that either party may disclose the Agreement to its related companies, solicitors, auditors, insurers and accountants to the extent necessary for that party to perform its obligations or exercise its rights under the Agreement; and

(d) This confidentiality clause shall survive for 2 (two) years from the termination or expiry of the Agreement for any reason.

8 PUBLICITY

8.1 Each party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other party and the relevant third party’s contractors, except that the other party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

9 WE BOTH REPRESENT AND WARRANT

9.1 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary corporate and other actions and approvals, and that the Agreement constitutes a legal, valid and binding obligation of that party.

9.2 Both parties have not relied on any representation made by the other party which has not been stated expressly in the Agreement. Except as specified in this clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.

10 IF SOMETHING GOES WRONG

10.1 We both shall indemnify and hold harmless the other party in respect of Loss suffered or incurred by either party, arising from any claim that the intellectual property owned by either party infringes any Intellectual Property Rights of a third party.

10.2 Apigate’s entire liability to you for all claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) will be limited to an aggregate amount equal to the Contract Price.

10.3 In no event shall a party be liable to the other party under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages, even if the first party has been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.

10.4 The Apigate Exchange is hosted and managed on servers operated by the Hosting Provider (“Hosting Provider”). Notwithstanding anything to the contrary in the Agreement, Apigate excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement, the Apigate Exchange and the Services, that are caused directly or indirectly by any act or omission by the Hosting Provider or any default, error, unavailability or failure of the Hosting Services.

10.5 Parties acknowledge that:

(a) Apigate shall use and rely upon confirmations, receipts, information or reports provided by third parties such as the Southbound Partner of Services in connection with the Apigate Exchange. As such, Apigate gives no warranty and makes no representation as to the accuracy, completeness or timeliness of such data or information;

(b) Apigate gives no warranty and makes no representation as to the functionality or ability of the Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or any Services consumed by you, to meet any minimum transaction volumes or forecasts or always be available, uninterrupted, errorfree, secure, free from harmful components, non-infringing, or to be fit for purpose; and

10.6 Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or any Services consumed by you, may not be available during any periods of maintenance, upgrades or Force Majeure Events.

10.7 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:

(a) a party’s liability to make any payment of fees and interest on late payment of fees to the other party in accordance with the Agreement;

(b) a party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Need to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’;

(d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with applicable Law or Authorisations or any act or omission by you putting Apigate in breach of applicable Law or Authorisations;

(e) a party’s liability for that party’s fraud;

(f) a party’s liability for death or personal injury caused by that party; or

(g) any liability that cannot be excluded under mandatory applicable Law.

11 WHEN WILL THE SERVICES BE SUSPENDED OR TERMINATED

11.1 Either party may suspend, and/or terminate your consumption of one or more of the Services, or the provision and use of the Apigate Exchange by written notice to the other party at any time:

(a) if a party is in breach of the Agreement (including any failure to pay an invoice by the due date), or the Service Providers reasonably suspects a breach of the Agreement or misuse of the Services or Apigate Exchange;

(b) in the event the Services or provision and use of the Apigate Exchange is no longer practical or feasible;

(c) in circumstances where there is a third party intellectual property claim against a party or any third party that is relevant to the Apigate Exchange, Services or any rights or obligations under the Agreement; or

(d) where suspension or termination is required in order for party to comply with an injunction or other court order issued against it or any relevant third party relating to the provision and use of the Apigate Exchange; or

(e) if a third-party , for any reason, suspends provision of the third-party services required for the consumption of the Services by you or otherwise ceases to provide (temporarily or otherwise) the Services.

11.2 If a party exercises its right to suspend pursuant to Clause 11.1, then the party may use reasonable endeavors to resume the provision and use of the Apigate Exchange, or the consumption of the affected Services within a reasonable period of time, which is commercially practicable and feasible in all of the circumstances.

11.3 Any suspension of the Services by a party under this Clause shall not affect that party’s right to subsequently terminate the Agreement.

12 WHEN THE TERM STARTS

12.1 This General Terms shall be effective from the date of the Service Order Form until it is terminated.

12.2 Each Services shall start on the date as set out in the Service Order Form.

13 WHEN THE SERVICE ORDER FORM ENDS

13.1A party (“Terminating Party”) may terminate any one or more of the Services or the Service Order Form, immediately by providing written notice to the other party to that effect if:

(a) that other party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;

(b) proceedings for the appointment of a custodian, receiver, receiver-manager or any other official with similar powers for that other party are commenced; or

13.2 Apigate may terminate any one or more of the Services or the Service Order Form upon thirty (30) days’ written notice in the event a Change in Control occurs. You must promptly notify Apigate if a Change in Control of you occurs.

13.3A party may terminate any one or more of the Services or the Service Order Form immediately by providing notice to the other party if that other party

(a) has not performed any material covenant; or

(b) has breached any material term of the Agreement,

and such failure to perform or breach is:

(i) incapable of cure; or

(ii) capable of cure, but the other party fails to cure the failure to perform or breach within thirty (30) days of receipt of notice by the non-defaulting party (or such additional cure period as the non-defaulting party may authorize).

13.4 If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other party may immediately terminate any one or more of the Services or the Service Order Form by providing notice to the other party.

13.5 A party may terminate any one or more of the Services or the Service Order Form upon thirty (30) days’ notice to the other party without assigning any reason whatsoever.

13.6 Precedence in Termination:

(a) Termination of all Service Order Form will automatically terminate the Agreement; and

(b) Termination of all Services will automatically terminate the relevant Service Order Form covering those Services.

13.7 Return or destruction of Confidential Information:

(a) Either party must as soon as practicable on expiry or termination of the Agreement or any part of this Agreement:

(i) return to the other party or (if upon request of one party) destroy;

(ii) certify in writing to the other party the destruction of; and/or

(iii) permit an employee of either party to witness the destruction of,

all Confidential Information, Materials and information containing or comprising Intellectual Property Rights owned by or licensed to either party or Data and/or Personal Data used under or in connection with the expired or terminated Agreement other than one copy of any notes and other records of the Confidential Information that you are required by Law to retain.

13.8 For the avoidance of doubt, the obligations on confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

13.9 Survival of clauses:

(a) The following shall survive the termination or expiry of the Agreement or any part of this Agreement:

(i) the relevant parts of the Agreement in Clauses 5 (Data Protection), 8 (Intellectual Property Rights), 9 (Keeping Things Confidential),10 (Publicity), 12 (If Something Goes Wrong), 15 (When the Term Starts) , 16 (When the Service Order Form Ends), 17 (Transferring to Another Party), 18 (Entire Agreement), 19 (Choice of Law), 20 (Settling Disputes), 21 (Notices), 28 (General) and 29 (Defined Terms); and

(ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

(b) Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

14 TRANSFERRING TO ANOTHER PARTY

14.1 Neither party may assign or novate without the prior written consent of the other party except that either party from time to time may assign or novate this Agreement, in whole or in part, to any entity within each party’s group of companies by giving notice to the other party.

14.2 If a party subcontracts any of its obligations under this Agreement, then that party will remain fully responsible and liable for the performance of its obligations.

15 ENTIRE AGREEMENT

15.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

16 CHOICE OF LAW

16.1 The Law of Malaysia will apply to the Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.

17 SETTLING DISPUTES

17.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to the Agreement and to avoid having to get the courts or regulatory authorities involved.

17.2 We will both use the following dispute resolution process:

a. whichever of us is affected will provide Notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;

b. we will both use reasonable endeavours to settle the dispute within seven (7) days;

c. if the dispute is not settled after seven (7) days (or any other period agreed by both of us in writing), then the Chief Executive Officer of Apigate (or person with an equivalent level of seniority) and your counterpart (or person with equivalent level of seniority) shall meet to resolve the Dispute; and

d. if the dispute is still not settled seven (7) days after it is escalated, or no meeting for the purpose of settling the Dispute has taken place within twenty-one (21) days after the service of a Dispute Notice, the Dispute shall then be referred to and shall be finally and exclusively resolved by arbitration under the rules of the Asian International Arbitration Centre (AIAC) in force as at the date of application for arbitration (“AIAC Arbitration Rules 2018“). The AIAC Rules are hereby incorporated by reference into the Agreement.

17.3 The arbitration award rendered shall be in writing and shall set out the reasons for the arbitrator’s decision. The award shall apportion the costs of the arbitration as the arbitrator deems fair.

17.4 The arbitration shall be conducted before a sole arbitrator. The seat, or legal place of arbitration, shall be Kuala Lumpur. The language of the arbitration shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.

17.5 We both agree that the arbitration award shall be final and binding on both of us and may be enforced in any court of competent jurisdiction.

17.6 Without prejudice to the above provisions, both of us may seek injunctive relief, including restraining orders and preliminary injunctions, in any court of competent jurisdiction, and either party may request that a court refers the proceedings to arbitration in accordance with this Agreement.

18 NOTICES

18.1 Any notice, invoice, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

(a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

(b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within seven (7) days of it being posted; or

(c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system,

to the other party at the address or email address set out in this Agreement, as may be updated from time to time by the other party.

19 PAYMENT

19.1 Payment terms shall beset out in the relevant Service Order Form and Service Catalogue.

19.2 Each party shall bear its own costs and expenses as set out in this Agreement.

19.3 Unless specifically agreed otherwise, each party shall not request or require, nor prevent or delay, the performance of the Agreement by requesting or requiring, any payment or other amounts from any of the other party’s Southbound Partner or Service Providers or subscribers of the Services.

19.4 Each party may issue invoice or statement of account (as applicable) to the other party for any applicable amount under this Agreement. Failure by a party to raise an invoice or statement of account (as applicable) will not prejudice or waive its right to later invoice or raise statement of account (as applicable) for the relevant amount.

19.5 Each party may be required to provide relevant information evidencing any amounts claimed in accordance with this Agreement.

19.6 Each amount invoiced or statement of account issued (as applicable) must be paid within thirty (30) days following the date of receipt of the invoice or statement of account (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement or in the Service Order Form. Each party agrees that in the event the sum is less than or equivalent to USD250.00 or RM1,000 (“Minimum Sum”) depending on the agreed currency in the Service Order Form, the settlement of such sum shall be paid when the cumulative amount of the invoice or statement of account is more than the Minimum Sum or at the end of the relevant quarter of the year, whichever is earlier. Each Party shall bear its own bank transfer or finance charges as applicable.

19.7 In the event of any dispute to any amounts payable in accordance with this Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for in this Agreement.

19.8The rate card for Services is set out in the relevant Service Order Form.

19.9 The rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Apigate to convert the transaction currency into the currency agreed in the applicable Service Order Form and shall be at the rate of exchange published by Oanda + 5% mark up on the date of the payment.

19.10 Apigate shall not be liable for any loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the currency stated in the Service Order Form at a particular time or at a more favorable rate of exchange than actually used.

19.11You shall bear any operation costs incurred by Apigate during the on-boarding processsubject to prior notice to you on such cost.

19.12 Any undisputed amount that is not paid in full within the timeframe stipulated in Clause 19.6 shall bear interest at the rate of 8% per annum calculated on a 365 day basis from the due date until payment in full.

20 TAXES

20.1 Unless agreed otherwise in a Service Order Form, Apigate will not be responsible for any bad debts, unrecovered sums or withholding for tax purposes and Apigate will deduct any such bad debts, unrecovered sums or withholding for tax purposes from the monthly invoice or statement of account issued to you.

20.2 Unless agreed otherwise in a Service Order Form, all payments must be made by Originating Party in accordance with the Agreement regardless of any bad debts, unrecovered sums or withholding for tax purposes and must be accounted for in full and any payment grossed up to make whole all amounts specified in this Agreement.

20.3 Withholding tax

a) The Charges shall be paid without withholding, counterclaim or deduction unless prohibited by any applicable law. If under applicable law withholding tax is payable by a paying party, the paying party will, at the same time as making the payment, pay to the billing party such additional amount as will result in the receipt by the billing party of the full amount which would otherwise have been receivable had no withholding or deduction been payable and the paying party will on request supply to the billing party evidence satisfactory to the billing party that the paying party has accounted to the relevant authority for the sum withheld or deducted. For the purposes of this Clause 20, Apigate shall be the billing party and you shall be the paying party respectively

b) In the event that a double taxation treaty applies which provides for a reduced withholding tax rate, paying party shall only withhold and pay the reduced tax on behalf and for the account of billing party if billing party has provided an appropriate exemption certificate as required by the competent tax authority or any other appropriate form required under local law. paying party shall use all reasonable efforts to assist billing party in obtaining any reduction in withholding tax under applicable law.

c) The billing party shall reimburse the paying party any sums recovered from the relevant authority in respect of which the paying party was required to withhold but paid to the billing party within thirty (30) days following receipt of such amounts by the billing party.

20.4 Taxes and duties: Duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value added, goods and services or others (“Taxes”) may be levied in addition to any payment for Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

20.5 Your obligation to pay for the taxes: Where any service tax, goods and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement is imposed by the relevant government authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each invoice, provided that Apigate has complied with the following:

(a) Apigate is duly licensed by the relevant government authorities to collect such service tax or goods and services tax, or tax of similar nature;

(b) the appropriate service tax or goods and services tax, or tax of similar nature for each invoice is included under the relevant invoice at the time of the issuance of the invoice; and

(c) all invoices or statement of account (as applicable) provided by Apigate to you to comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the relevant government authorities.

20.6 Apigate’s obligation to pay for the taxes: If Apigate is required to pay any Taxes to any relevant third party in connection with the Agreement, Apigate may pass through such Taxes which may be levied in addition to any payment for Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

20.7 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

21 GOVERNANCE

21.1 Each party’s respective Commercial Representative will be as set out in the Service Order Form and each party may update the personal particulars accordingly.

21.2 Each party’s respective Service Representative for a particular Service will be as set out in the Service Order Form and each party may update the personal particulars accordingly.

21.3 The parties’ respective Commercial Representatives and Service Representatives (or their delegates) will meet on a quarterly basis to discuss the Services via video conference or any such means as agreed by both parties.

22 UNFORESEEABLE EVENTS

22.1 A party shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:

(a) the other party, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;

(b) the other party failing, neglecting or omitting in performing its obligations under this Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or

which has a material impact on the performance of the relevant obligations of the first party.

22.2 If such an event occurs, the first party must:

(a) notify the other party of the delay, interruption or failure;

(b) identify the specific nature of the delay, interruption or failure; and

(c) comply with the reasonable instructions of the other party in relation to the delay, interruption or failure (including any requirement to develop and implement an action plan in relation to that delay, interruption or failure).

23 ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

23.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

23.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

23.3 You shall not, under any circumstances and whether directly or through a third party:

(a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:

(b) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

(d) to or from any other third party;

as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; or

do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 23.3 (a) above.

23.4 You hereby represents and warrants that:

(1) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage, to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

(b) to or from any family members of such director, employee or representative; or

done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 23.4(1)(a) above;

(1A) (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

(ii) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

i. to or from any Politically Exposed Person; or

ii. to or from any family members of such Politically Exposed Person

(b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 23.4(1)(a) above;

(2) at any point in time, you, the directors, controllers, agents or persons who are concerned in the management of your affairs, and entities within your control (individually or collectively “Subject Person”) has never been charged or been the subject of investigation by any regulatory agency or been debarred as a vendor or supplier to any government entity anywhere in the world in relation to any of the matters described in Clause 23.4(1)(a) or 23.4(1)(b);

(3) the Declaration made by you is true, accurate and complete in all material respects; and

(4) you have and will continue to have policies, processes and procedures in respect of bribery, corruption and money laundering in place and such policies, processes and procedures are consistently implemented, monitored and regularly reviewed.

23.5 If you:

(a) identify or become aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

(b) receives notice of any deficiency at itself or any of its major shareholders, entities within the control of any of its major shareholders or entities within its control identified by any Authority having jurisdiction over itself or any such shareholder or entity, whether in a report of regulatory examination or otherwise and which indicates a violation, or a significant risk of violation, of any Anti-Bribery Laws (“Regulatory Deficiencies”),

You shall notify Apigate in writing of this fact as soon as possible and in any event within seven (7) days.

(c) You shall, and shall procure that any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, promptly develop appropriate responses and remedial actions with respect to any Compliance Matters or Regulatory Deficiencies and share these plans with Apigate. Apigate shall have the right to review any and all such responses and remedial actions, and you shall, and shall procure that its major shareholders, entities within the control of any of its major shareholders or entities within its control shall take all actions that Apigate may reasonably request to remedy any such Compliance Matters or Regulatory Deficiencies to the reasonable satisfaction of Apigate.

(d) You shall:

(i) conduct its businesses and affairs in an ethical, responsible and accountable manner; and

(ii) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

You shall, and shall ensure that its directors, employees, representatives, agents and permitted or authorised sub-contractors shall, at all times, act in accordance with the highest ethical standards including in their dealings with any and all Authority.

(e) You undertake to Apigate that in performing your obligations under this Agreement, you shall conduct yourself in a manner consistent with Axiata’s Supplier Code of Conduct located at https://www.axiata.com/our-business/suppliers , which website/webpage may be updated from time to time.

(f) You shall immediately report to Apigate if there is any director, employee, representative, agent or sub-contractor of any Axiata Group members asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves or for others, with reasonable evidence to Axiata’s speak up channels which can be accessed through:

(i) Website: https://wrs.expolink.co.uk/axiata ; or

(ii) Phone: Call free to local services number 007 803 0114626; or

(iii) Mobile app: download “Speaking Up by Expolink”,

which channels may be updated from time to time.

23.6 Upon Apigate’s written request, you shall allow Apigate (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

(a) any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

(b) whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

The audit, inspection and access by Apigate (or its representative or nominee) referred to in this Clause 23.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Apigate to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.

The audit, inspection and access by any Authority referred to in this Clause 23.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.

(d) You shall, at your own cost, provide Apigate (or its representative or nominee) or such Authority all reasonable assistance requested by Apigate (or its representative or nominee) or such Authority in connection with an inspection or audit including but not limited to facilities, resources, equipment and soft and hard data. You shall ensure that your directors, employees, representatives, sub-contractors and agents provide full cooperation and access to all relevant information in any such audit or investigation. Apigate, its representative or nominee and such Authority shall be entitled to make and retain copies of records and supporting documentation.

(e) You shall at all times operate a system of accounting in relation to, and maintain complete, detailed and accurate records and supporting documents for,:

(i) compliance with all Applicable Law relating to the supply or performance of the Services and/or all Applicable Law relating to anti-bribery, anti-corruption and/or anti-kickbacks;

(ii) the resources used by you in performing your obligations under the Agreement and/or relevant Service Order Form;

(iii) the unit amounts invoiced to Apigate under the Agreement and/or relevant Service Order Form;

(iv) expenditure, transactions or disbursement concerning the fees relating to the Services and all dealings and transactions in relation to its business and activities;

(v) practises, procedures, systems and general controls relating to the Services under the Agreement and/or relevant Service Order Form (including security);

(vi) procurement and supply chain practices and activities of you in relation to this Agreement and all Service Order Form;

(vii) any Authority’s requests in relation to this Agreement and/or any Service Order Form; and

(viii) any other reasonable purpose as determined by Apigate from time to time.

(f) All such records and supporting documents shall be maintained by you in accordance with the generally accepted accounting methodology. You shall retain all such records and supporting documents for a minimum period of seven (7) years from the date of transaction, subject to Applicable Law which makes it mandatory to preserve such records or supporting documents for a longer period.

(g) Apigate shall bear its own costs and expenses of the audit carried out by Apigate (or its representative or nominee) under this Clause 23.6 (Audit, Inspection and Access) unless you fail to perform any of its obligations in accordance with the Agreement or any Service Order Form or there is a discrepancy in the expenditure, transactions or disbursement of the fees relating to the Services in which case you shall then bear the costs and expenses associated with the audit. You shall bear your own costs and expenses of any audit carried out by any Authority under this Clause 23.6 (Audit, Inspection and Access).

This Clause 23.6 shall survive the expiry or termination of this Agreement.

(A) Nothing in Clause 23.6 shall require you to disclose any information to Apigate (or its representative or nominee) if such disclosure would violate any applicable law; and

(B) if you fail to provide such access or such information in reliance on Clause (A) above, you shall:

(1) promptly (and in any event within three (3) days) provide a written notice to Apigate stating that you are withholding such access or such information and stating the detailed justification therefor; and

(2) use best endeavors to provide such access or information in a way that would not violate such law.

23.7 You shall on demand defend and indemnify Apigate, other members of Axiata Group and their respective directors, employees, representatives and agents (collectively “Indemnified Persons”) against all claims, demands, actions, proceedings, costs, expenses, losses, damages and liabilities howsoever incurred, suffered, paid or payable by the Indemnified Persons (including legal costs on a solicitor client basis and fines and penalties) in respect of any breach or breaches of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 23 in this Agreement. In the course of defending any claims, demands, actions or proceedings against any Indemnified Person, you shall not make any settlement, compromise, admission or waiver of any defences available in respect of any such claims, demands, actions or proceedings.

23.8 This Clause 23.7 shall survive the expiry of termination of this Agreement.

23.9 Apigate may terminate this Agreement, any Service Order Form or both by giving written notice to you (“Notice”):

(a) with immediate effect, if you commit any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 23 in this Agreement or Apigate has reasonable belief that this may occur;

(b) with immediate effect, if Apigate receives a notice from you pursuant to Clause 23.5 or Clause 23.11 or Apigate has reasonable belief that this may occur;

(c) with effect from fourteen (14) days after the date of the Notice, if there is a change of Control occurs in respect of you;

(d) with effect from fourteen (14) days after the date of the Notice, if there is a merger in respect of you or any of its assets or businesses;

(e) with immediate effect, if the Declaration is found by Apigate to be false, incomplete or misleading.

23.10 If:

(a) Apigate receives a notice from you pursuant to Clause 23.5; or

(b) Apigate has reasonable cause to suspect or believe that you have committed any breach of the representations, warranties, undertakings or obligations dealing with anti-bribery, anti-corruption or anti-kickbacks referred to in Clause 23 in this Agreement, Apigate may, without limiting any other rights or remedies it may have, step in and manage the provision of deliverables under this Agreement or any Service Order Form, in whole or part, by itself, through a third party or a combination of itself and the third party. All costs and expense incurred by Apigate under this Clause 23.10 shall be borne in full by you.

(i) Access to, and all relevant rights to use, the facilities, systems, materials, intellectual property rights of you; and

(ii) Access to all premises in relation to which the Services are provided, at no charge to Apigate. Without prejudice to any rights and remedies you may have, you shall not be entitled to receive or invoice the fees/charges related to such Services provided or performed by Apigate, its personnel or any third party appointed by Apigate. All costs and expenses incurred by you in providing the facilities, systems, materials, intellectual property rights and assistance to Apigate for such step in pursuant to this Clause 23.10 shall be borne by you.

23.11 You shall declare to Apigate all work or relationships that may give rise to conflicts of interest between yourself and Apigate and other members of Axiata Group which will materially affect directly or indirectly your ability to supply or perform the Services.

23.12 Subject to any restrictions imposed by law or confidentiality obligations, you shall declare the existence of any pending or ongoing litigation against you which will materially affect your ability to supply or perform the Services under this Agreement and any Service Order Form.

23.13 You shall not allow any third party to carry out any part of the obligations under this Agreement without Apigate’s prior written consent. Notwithstanding the appointment of such third party, you shall remain fully liable to Apigate for the supply and performance of the Services and shall be fully responsible for the acts, omissions, defaults and neglects of such third party.

24 GENERAL

24.1 Severability: If any illegal, invalid or unenforceable part of the Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change the Agreement, so it reflects what we both originally intended as much as possible.

24.2 Survival of Agreement: The Agreement is to be binding upon the parties and their respective successors.

24.3 Waiver: No delay or failure to exercise or enforce any right or provision of the Agreement is considered a waiver of that right unless made in writing.

24.4 Relationship of the parties: The relationship of the parties shall be as per the terms set out in this Agreement.

24.5 Set-off: Neither party shall be entitled to set off any amount payable under this Agreement unless the Agreement expressly provides otherwise.

24.6 Costs: Each party shall bear its own costs and expenses in connection with this Agreement.

24.7 Making changes to the Agreement: Any changes shall be in writing and executed by both parties.

24.8 Cooperation with third parties: You shall cooperate with, and provide any information requested by, any third parties engaged by Apigate in connection with the Agreement.

25 DEFINED TERMS

25.1 The defined terms are as defined in the Defined Terms

APIGATE GENERAL TERMS NORTHBOUND SMS

APIGATE GENERAL TERMS

SHORT MESSAGE SERVICES

This General Terms (Northbound) applies to all Partners subscribing to Short Message Services offered by Apigate Sdn Bhd (Company No. 201701045511 (1259684-W)). By signing the Service Order Form, you are deemed to have read and accepted the term and conditions stated herein and all relevant policies. Apigate Sdn Bhd may amend and update the terms from time to time and Apigate Sdn Bhd may give you notice of such change via our website. You hereby agree that your continuous use and access of the Services shall signify your acceptance to the changes and any updates to the terms and conditions mentioned therein.

1. THE BASICS

1.1 Apigate Sdn Bhd has developed a mobile internet and fulfilment exchange, as described as the “Apigate Exchange”, for our Southbound Partner (which include but not limited to mobile network operators) to expose certain network capabilities for you to make use of those network capabilities.

1.2 This General Terms apply specifically to the Short Message Services you acquire from us. This General Terms will be applicable for Apigate Sdn Bhd., its affiliates, its subsidiaries, its successors and permitted assigns (hereinafter referred to as (“Apigate”).

1.3 This Services that you acquire has its own Service Order Form. This Services also has its own Service Catalogue including but not limited to Apigate’s Policies and Rules and as well as other related documents with more detailed terms (“Incorporated Documents”). Parties agree that the entity within Apigate Group of Companies that will be providing the Services to you shall be specified in each Service Order Form.

1.4 This General Terms, the Service Order Form and the Incorporated Documents will collectively be referred to as “the Agreement”.

1.5 If there is a conflict between the documents, the order of priority, highest first, is:

(a) the Service Order Form;

(b) this General Terms; and

2. WHAT YOU HAVE TO OBSERVE

2.1 You must comply with Apigate’s Policies and Rules (as provided to you) to the extent that they are applicable to the receipt of the Services.

2.2 You must act with all proper diligence and in good faith and in a manner, which is consistent with the Agreement.

2.3 You agree to provide Apigate with access to all documentation, systems, and other resources reasonably required by Apigate under the Agreement.

2.4 In relation to the Services provided in accordance with the Agreement, you must ensure that the Services are provided with reasonable care and skill.

3. RESTRICTIONS AND LIMITATIONS THAT YOU HAVE TO COMPLY

3.2 You must not commit or permit any copying, reselling, altering, modifying, creating of derivative works, reverse engineering, decompiling, translating, disassembling, adding, attaching or extracting source code or any Confidential Information in connection with the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Apigate or any third party in connection with the Services.

3.3 You must not permit any personnel, agents, third party contractors or other third parties under your control to, by act or omission or in any manner, encumber, impair or otherwise prejudicially affect the Apigate Exchange or any other Systems, Materials and Data prepared, devised, written or provided in whole or in part by or on behalf of Apigate or any third party in connection with the Services. This may be done by having in place security measures, systems, applications, and processes in accordance with good industry standards and practices.

3.4 You must ensure that, in relation to the consumption of the Services by you or by your subscribers or end-users, no act or omission is committed or permitted by you which could reasonably be considered to be or likely to be:

(a) unsolicited, unauthorised, inappropriate, offensive, obscene, indecent, defamatory, abusive, harassing or threatening;

(b) damaging, disruptive, destabilizing, destructive, corruptive, intrusive, probing, circumventing or dangerous;

(d) adversely affecting or damaging the goodwill or reputation of Apigate.

3.5 You (including any personnel, agents, third party contractors or other third parties under your control) must not make any public statement or act in any manner which is reasonably likely to disparage, criticise, or bring into disrepute Apigate or the other parties involved in enabling the Services.

4 WHAT WE NEED TO COMPLY

4.2 You further warrant and represent that you have obtained and will maintain all necessary approvals, licences, sub-licences, rights, and consents from all necessary parties, in respect of the consumption of Services.

5 DATA PROTECTION

5.1 You shall at all times comply with the Personal Data Protectio3n Policy in regard to the Personal Data.

6 THE SERVICES

6.1 You may only consume the Services or provide the Services to your subscribers or end-users within one of your service offerings (“Service Offering”), within the agreed scope of the Services consumption set out in the applicable Service Order Form and the Agreement (“Scope”). If you wish to consume the Services or provide a Service Offering outside of the agreed Scope, then you must notify Apigate of an amended or new scope, and Apigate may require you (in its sole discretion) to utilise the Change Control Procedure or to enter into a new Service Order Form.

6.2 If you wish to consume a new service other than for Short Message Services after you have entered into the Agreement, you will be required to enter into a new Service Order Form and the applicable General Terms shall apply.

7 INTELLECTUAL PROPERTY RIGHTS (“IPR”)

7.1 You shall at all times comply with the Intellectual Property Rights Policy in regard to the IPR.

8 KEEPING THINGS CONFIDENTIAL

8.1 Confidentiality:

(a) We will both keep all Confidential Information confidential;

(b) We will both take adequate and appropriate steps to notify our employees and the third parties of their obligations to comply with the Agreement;

(d) This confidentiality clause shall survive for 2 (two) years from the termination or expiry of this General Terms for any reason.

9 PUBLICITY

9.1 Each party may only make a public announcement or communication in connection with the Agreement with the prior written consent of the other party and the relevant third party’s contractors, except that the other party may make a public announcement or communication if required by Law, court order, governmental authority or the listing rules of any stock exchange of which the receiving party or its related companies are bound.

10 WE BOTH REPRESENT AND WARRANT

10.1 The execution, delivery, and performance of the Agreement have been duly authorised by all necessary corporate and other actions and approvals, and that the Agreement constitutes a legal, valid and binding obligation of that party.

10.2 Both parties have not relied on any representation made by the other party which has not been stated expressly in the Agreement. Except as specified in this clause, any condition or warranty is expressly excluded save in the case of fraudulent misrepresentation.

11 IF SOMETHING GOES WRONG

11.1 You shall indemnify and hold harmless Apigate in respect of Loss suffered or incurred by Apigate in connection with:

(a) the consumption of the Services by any end-users (as the case may be);

(b) breach of any part of the Agreement by you, or violation or your failure to comply with our privacy and data protection obligations or confidentiality obligations or applicable Laws by you or any end-users; and/or

11.2 Each party shall indemnify and hold harmless the other party in respect of Loss suffered or incurred by either party, arising from any claim that the intellectual property owned by either party infringes any Intellectual Property Rights of a third party.

11.3 You hereby agree to hold Apigate harmless against any claims or penalties that may be imposed on Apigate by reason of your failure to comply with your obligations under the tax Law of your jurisdiction.

11.4 Apigate’s only entire liability to you for all Claims, demands and proceedings arising under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) will be limited to an aggregate amount equivalent to the Contract Price.

11.5 In no event shall a party be liable to the other party under or in connection with the Agreement (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any indirect or consequential damages, even if the first party has been advised of the possibility of such damages, or for any damages for loss of profit, goodwill, business opportunity, anticipated savings or data.

11.6 The Apigate Exchange is hosted and managed on servers operated by a third-party provider. Notwithstanding anything to the contrary in the Agreement, Apigate excludes all liability to you (whether for negligence or any other tort, breach of contract, breach of statutory duty, misrepresentation, personal repudiatory breach, or otherwise) for any and all Loss (including direct, indirect and consequential damages) arising out of or in connection with the Agreement, the Apigate Exchange and the Services, that are caused directly or indirectly by any act or omission by the third-party provider or any default, error, unavailability or failure of the third-party services.

11.7 Any claims by you in relation to the Agreement shall be made against Apigate and not to any third-party.

11.8 You acknowledge that:

(a) Apigate shall use and rely upon confirmations, receipts, information or reports provided by third-parties in connection with the Apigate Exchange. As such, Apigate gives no warranty and makes no representation as to the accuracy, completeness or timeliness of such data or information;

(b) Apigate gives no warranty and makes no representation as to the functionality or ability of the Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or of the Services consumed by you, to meet any minimum transaction volumes or forecasts or always be available, uninterrupted, error-free, secure, free from harmful components, non-infringing, or to be fit for purpose; and

11.9 Apigate Exchange, any Systems, Materials or Data (or any component thereof) provided by or on behalf of Apigate, or of the Services consumed by you, may not be available during any periods of maintenance, upgrades or Force Majeure Events.

11.10 The limitations and exclusions of liability anywhere in the Agreement will not operate to restrict or exclude:

(a) your liability to make any payment of fees and interest on late payment of fees to the Apigate in accordance with the Agreement;

(b) a party’s liability for breach of the parts of the Agreement titled ‘Data Protection’, ‘Restrictions and Limitations That You Have to Comply’, ‘Publicity’ or ‘Keeping Things Confidential’;

(d) your liability for claims, actions, directions, objections, investigations, requirements, fines, penalties, sanctions or other remedies from any relevant authority relating to a failure by you to comply with applicable Law or Authorisation or any act or omission by you putting Apigate in breach of applicable Law or Authorisation;

(e) a party’s liability for that party’s fraud;

(f) a party’s liability for death or personal injury caused by that party; or

(g) any liability that cannot be excluded under mandatory applicable Law.

12 REGULATORY CHANGE

12.1 If a regulatory change causes you not to be able to perform your obligations under the Agreement, you shall notify us promptly in writing.

12.2 If there is a regulatory change or obligations of a party cannot be performed without breaching applicable Law, or any provision of the Agreement is subjected to substantial objection, investigation or requirement by any relevant authority, the parties must promptly negotiate in good faith to agree a written variation to the Agreement which:

(a) removes the affected terms (and the terms will cease to have further effect; and

(b) allows that first party to perform obligations without breaching any applicable Law or deals with that provision, objection, investigation or requirement in a manner which substantially gives effect to the parties’ intentions at the commencement date of the affected provision, and all other provisions of the Agreement will remain in full force and effect.

12.3 If the parties are unable to agree on an acceptable variation, then the affected party will have the right to terminate any or any one or more of the Services or the Service Order Form by serving on the other party sixty (60) days’ notice in writing.

13 WHEN WILL THE SERVICES BE SUSPENDED OR TERMINATED

13.1 Apigate may suspend, and/or terminate your consumption of the Services, or the provision and use of the Apigate Exchange by written notice to you at any time:

(a) if you are in breach of the Agreement (including any failure to pay an invoice or statement of account (as applicable) by the due date), or Apigate reasonably suspects a breach of the Agreement or misuse of the Services or Apigate Exchange;

(b) in the event the Services or provision and use of the Apigate Exchange is no longer practical or feasible;

(c) in circumstances where there is a third-party intellectual property claim against you, Apigate or any third-party that is relevant to the Apigate Exchange, the Services or any rights or obligations under the Agreement;

(d) where suspension or termination is required in order for Apigate to comply with an injunction or other court order issued against it or any relevant third-party relating to the provision and use of the Apigate Exchange; or

(e) if Apigate’s third-party provider, for any reason, suspends the provision of the third-party services or otherwise ceases to provide (temporarily or otherwise) the third-party services.

13.2 If Apigate exercises its right to suspend pursuant to Clause 13.1, then Apigate will use reasonable endeavours to resume the provision and use of the Apigate Exchange or allow for the consumption of the affected Services within a reasonable period of time, which is commercially practicable and feasible in all of the circumstances.

13.3 Only if Apigate is unable to resume the provision and use of Apigate Exchange, or allow for the consumption of the affected Services (as applicable), then Apigate may terminate any or more of the affected Services or the Service Order Form upon written notice to you. Neither party shall have any Claims against each other arising from termination pursuant to this Clause.

14 WHEN THE TERM STARTS

14.1 This General Terms shall be effective from the date of the Service Order Form until it is terminated.

14.2 Each Services shall start on the date as set out in the Service Order Form.

15 WHEN THE SERVICE ORDER FORM ENDS

15.1A party (“Terminating Party”) may terminate any one or more of the Services or the Service Order Form, immediately by providing written notice to the other party to that effect if:

(a) that other party becomes insolvent or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against that other party under insolvency Law;

(b) proceedings for the appointment of a custodian, receiver, receiver-manager or any other official with similar powers for that other party are commenced; or

15.1 Apigate may terminate this General Terms or any one or more of the Services or the Service Order Form, upon 30 (thirty) days’ written notice in the event a Change in Control occurs. You must promptly notify Apigate if a Change in Control of you occurs.

15.2 A party may terminate any one or more of the Services or the Service Order Form, immediately by providing notice to the other party if that other party:

(a) has not performed any material covenant; or

(b) has breached any material term of the Agreement,

and such failure to perform or breach is:

(i) incapable of cure; or

(ii) capable of cure, but the other party fails to cure the failure to perform or breach within thirty (30) days from receipt of notice by the non-defaulting party (or such additional cure period as the non-defaulting party may authorize).

15.3 If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds thirty (30) continuous days, the other party may immediately terminate any one or more of the Services or the Service Order Form by providing notice to the other party.

15.4 Apigate may terminate any one or more of the Services or Service Order Form upon a thirty (30) days’ written notice to you without assigning any reason whatsoever.

15.5 Precedence in Termination:

(a) Termination of the Service Order Form will automatically terminate the Agreement; and

(b) Termination of all Services will automatically terminate the Service Order Form.

15.6 Return or destruction of Confidential Information:

15.6.1 Either Party must as soon as practicable on expiry or termination of the Agreement or any part of the Agreement:

(i) return to the other party or (if upon request of one Party) destroy;

(ii) certify in writing to the other Party the destruction of; and/or

(iii) permit an employee of either Party to witness the destruction of,

all Confidential Information, Materials and information containing or comprising Intellectual Property Rights owned by or licensed to either party or Data and/or Personal Data used under or in connection with the expired or terminated the Agreement other than one copy of any notes and other records of the Confidential Information that you are required by Law to retain.

15.7 For the avoidance of doubt, the obligations of confidentiality as provided in the Agreement shall continue to apply to any such Confidential Information retained by you.

15.8 Survival of clauses:

15.8.1 The following shall survive the termination or expiry of the Agreement or any part of the Agreement:

(i) the relevant parts of the Agreement in Clauses 5 (Data Protection), 7 (Intellectual Property Rights), 8 (Keeping Things Confidential),9 (Publicity), 11 (If Something Goes Wrong), 14 (When The Term Starts) , 15 (When The Service Order Form It Ends) , 16 (Transferring To Another Party), 17 (Entire Agreement), 18 (Choice of Law), 19 (Settling Disputes), 20 (Notices), 27 (General) and 28 (Defined Terms); and

(ii) as well as any other term which by its meaning or nature may be understood to survive termination or expiry of the Agreement or any part of the Agreement.

15.8.2 Except as expressly provided otherwise in the Agreement, termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

16 TRANSFERRING TO ANOTHER PARTY

16.1 Neither Party may assign or novate without the prior written consent of the other party except that either Party from time to time will assign or novate the Agreement, in whole or in part, to any entity within each Party’s group of companies by giving notice to the other party.

16.2 If a party subcontracts any of its obligations under the Agreement, then that party will remain fully responsible and liable for the performance of its obligations.

17 ENTIRE AGREEMENT

17.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior representations and agreements, oral or written, save in the case of fraudulent misrepresentation.

18 CHOICE OF LAW

18.1 The law of Malaysia will apply to the Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.

19 SETTLING DISPUTES

19.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to the Agreement, and to avoid having to get the courts or regulatory authorities involved.

19.2 We will both use the following dispute resolution process:

a. whichever of us is affected will provide notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;

b. we will both use reasonable endeavours to settle the dispute within seven (7) days;

c. if the dispute is not settled after seven (7) days (or any other period agreed by both of us in writing), then the Chief Executive Officer of Apigate (or person with an equivalent level of seniority) and your counterpart (or person with an equivalent level of seniority) shall meet to resolve the dispute; and

d. if the dispute is still not settled seven (7) days after it is escalated, or no meeting for the purpose of settling the dispute has taken place within twenty-one (21) twenty-one days after the service of a dispute notice, the dispute shall then be referred to and shall be finally and exclusively resolved by arbitration under the rules of the Asian International Arbitration Centre (AIAC) in force as at the date of application for arbitration (“AIAC Arbitration Rules 2018“). The AIAC Rules are hereby incorporated by reference into the Agreement.

19.3 The arbitration award rendered shall be in writing and shall set out the reasons for the arbitrator’s decision. The award shall apportion the costs of the arbitration as the arbitrator deems fair.

19.4 The arbitration shall be conducted before a sole arbitrator. The seat, or legal place of arbitration, shall be Kuala Lumpur. The language of the arbitration shall be English. All documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation.

19.5 We both agree that the arbitration award shall be final and binding on both of us and may be enforced in any court of competent jurisdiction.

19.6 Without prejudice to the above provisions, both of us may seek injunctive relief, including restraining orders and preliminary injunctions, in any court of competent jurisdiction, and either party may request that a court refers the proceedings to arbitration in accordance with the Agreement.

20 NOTICES

20.1 Any notice, invoice, statement of account, request or other document or communication to be given under the Agreement shall be in writing and in the English language and may be given or sent by:

(a) hand delivery or courier, in which case it will be deemed to have been delivered immediately upon delivery;

(b) registered post, express or other fast postal services, in which case it will be deemed to have been delivered within 7 (seven) days of it being posted; or

(c) electronic mail, in which case it will be deemed to have been delivered at the time that it was sent as evidenced by a transmission report generated by the computer system,

to the other party at the address or email address set out in the Agreement, as may be updated from time to time by the other party.

21 NO EXCLUSIVITY OR MINIMUM COMMITMENT

21.1 Apigate may admit any number of third-parties to consume the Services and your involvement in connection with the Agreement is non-exclusive unless otherwise expressly provided in the Agreement.

22 RECORDS AND REPORTING

22.1 You must keep clear, understandable, accurate, complete and up to date records and supporting information for all transactions relating to the Services consumed. You must:

(a) make such transaction records and information available, as reasonably required by Apigate for inspection, verification and audit purposes promptly upon request; and

(b) provide such other reports as set out in the Agreement, and as otherwise reasonably required by Apigate from time to time relating to the transactions, promptly upon request.

23 PAYMENT

23.1 Payment terms shall beset out in the Service Order Form and Service Catalogue.

23.2 Each party shall bear its own costs and expenses as set out in the Agreement.

23.3 Any undisputed amount that is not paid in full within the timeframe stipulated in Clause 23.7 shall bear interest at the rate of 8% per annum calculated on a 365day basis from the due date until payment in full.

23.4 Each party agrees that it must not require the other party or any relevant third party to sell products or services at a particular price.

23.5 Apigate will issue an invoice or statement of account (as applicable) based on the statement of account issued to Apigate. Failure by Apigate to raise an invoice or statement of account (as applicable) will not prejudice or waive its right to later to issue a statement of account or invoice (as applicable) the relevant amount.

23.6 Each party may be required to provide relevant information evidencing any amounts claimed in accordance with the Agreement.

23.7 Each statement of account or amount invoiced must be paid within the stipulated days in the Service Order Form following the date of receipt of the invoice or the statement of account (as applicable) if it is not disputed unless otherwise expressly provided in the Agreement or in the Service Order Form. Each party agrees that in the event the invoice or statement of account (as applicable) is less than or equivalent to USD250.00 or RM1,000 (“Minimum Sum”) depending on the agreed currency in the Service Order Form, the settlement of such sum shall be paid when the cumulative amount is more than the Minimum Sum or at the end of the relevant quarter of the year, whichever is earlier.

23.8 In the event of any dispute to any amounts payable in accordance with the Agreement, such disputes shall not be a reason to withhold or deny any undisputed payments. Such disputes shall be resolved in accordance with the dispute resolution procedures as provided for in the Agreement.

23.9 The rate card for the Services is set out in the Service Order Form.

23.10 The rate of exchange to be applied to convert any payments to be made under the Agreement from a foreign currency into a local currency rate to be applied for Apigate to convert the transaction currency into the currency agreed in the applicable Service Order Form, shall be the reference rate published by Oanda+ 5% mark up on the date of the payment.

23.11 Apigate shall not be liable for any Loss caused by exchange rate fluctuations or by any failure to remit or convert funds to the currency stated in the Service Order Form at a particular time or at a more favourable rate of exchange than actually used.

23.12 You shall bear any operation costs incurred by Apigate during the on-boarding processsubject to prior notice to you on such cost.

24 TAXES

24.1 Unless agreed otherwise in a Service Order Form, Apigate will not be responsible for any bad debts, unrecovered sums or withholding for tax purposes and Apigate will deduct any such bad debts, unrecovered sums or withholding for tax purposes from the invoice or statement of account issued to you.

24.2 If any payment under the Agreement is subject to any applicable taxes by the relevant authority under the Law in countries and jurisdiction which you is operating, and such tax is required to be withheld from the payment to us, you are entitled to deduct any taxes payable from the gross payment and remit the amount to the tax authorities on behalf of us.

24.3 Withholding tax

24.3.1 The payment shall be paid without withholding, counterclaim or deduction unless prohibited by any applicable law. If under applicable law this Agreement is subject to any applicable taxes by the relevant authority under the Law in countries and jurisdiction which you are operating or withholding tax is payable by you, you will, at the same time as making the payment, pay to Apigate such additional amount as will result in the receipt by Apigate of the full amount which would otherwise have been receivable had no withholding or deduction been payable and you will on request supply to Apigate evidence satisfactory to Apigate that you have accounted to the relevant authority for the sum withheld or deducted.

24.3.2 In the event that a double taxation treaty applies which provides for a reduced withholding tax rate, you shall only withhold and pay the reduced tax on behalf and for the account of Apigate if Apigate has provided an appropriate exemption certificate as required by the competent tax authority or any other appropriate form required under local law. You shall use all reasonable efforts to assist Apigate in obtaining any reduction in withholding tax under applicable Law.

24.3.3 Apigate shall reimburse you any sums recovered from the relevant authority in respect of which you were required to withhold but paid to the Apigate within thirty (30) days following receipt of such amounts by Apigate.

24.3.4 If either party is entitled to a preferential tax rate, a party may then furnish to the other party evidence of its tax residency status by way of letter or certificate issued by the relevant tax authority confirming its tax residence status prior to you making its first payment to us under the Agreement.

24.3.5 You shall furnish to us all applicable tax receipts within one (1) month from the date of payment.

24.4 Duties and other governmental or administrative charges and levies of any kind whatsoever arising from the Agreement, including sales, services, use, value‑added, goods and services or others (“Taxes“) may be levied in addition to any payment for Services to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

24.5 Where any service tax, goods, and services tax, or tax of similar nature is applicable on any goods or services supplied under the Agreement imposed by the relevant Malaysian authorities, you shall pay for the appropriate service tax or goods and services tax, or tax of similar nature under each invoice or statement of account (as applicable) provided that Apigate has complied with the following:

(a) Apigate is duly licensed by the relevant Malaysian authorities to collect such service tax or goods and services tax, or tax of similar nature;

(b) the appropriate service tax or goods and services tax or tax of similar nature for each invoice or statement of account (as applicable) is included under the relevant invoice or statement of account (as applicable) at the time of the issuance of the invoice or statement of account (as applicable); and

(c) all invoices or statement of account (as applicable) provided by Apigate to you comply with the relevant Law in respect of service tax or goods and services tax, or tax of similar nature enforced by the Malaysian authorities.

24.6 If Apigate is required to pay any Taxes to any relevant third party in connection with the Agreement, Apigate may pass through such Taxes which may be levied in addition to any payment for the Services and other Taxes to be made in accordance with the Agreement and will be payable in accordance with the Agreement.

24.7 All other taxes shall be the responsibility of the relevant party in compliance with the prevailing tax treaty or tax regulations in any relevant country.

25 GOVERNANCE

25.1 Each party’s respective Commercial Representative will be as set out in the Service Order Form and each party may update the personal particulars accordingly.

25.2 Each party’s respective Service Representative will be as set out in the Service Order Form and each party may update the personnel’s particulars accordingly.

25.3 The parties’ respective Commercial Representatives and Service Representatives (or their delegates) will meet on a quarterly basis to discuss the Services via video conference or any such means as agreed by both parties.

26 UNFORESEEABLE EVENTS

26.1 A party shall not be responsible for any delay, interruption or failure that is caused, whether directly or indirectly, by:

(a) the other party, any government agency or a court of competent jurisdiction issuing any order, directive or instruction which affects the first party’s performance of such obligations;

(b) the other party failing, neglecting or omitting in performing its obligations under the Agreement, including performing its responsibilities in accordance with the Agreement in an efficient and timely manner; or

which has a material impact on the performance of the relevant obligations of the first party.

26.2 If such an event occurs, the first party must:

(a) notify the other party of the delay, interruption or failure;

(b) identify the specific nature of the delay, interruption or failure; and

27 ANTI-BRIBERY AND ANTI-CORRUPTION UNDERTAKINGS

27.1 You shall observe and comply with all Anti-Bribery Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Bribery Laws during the term of this Agreement.

27.2 You shall observe and comply with all Anti-Money Laundering Laws and shall ensure that your directors, employees, representatives, agents and sub-contractors do not violate any Anti-Money Laundering Laws during the term of this Agreement.

27.3 You shall not, under any circumstances and whether directly or through a third party:

(a) give, request, agree to give, promise, offer or authorise the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage:

(b) to or from any person who is a director, employee or representative of any Axiata Group members or acting on its behalf; or

(d) to or from any other third party;

(i) do or carry out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 27.3 (a) above.

27.4 You hereby represents and warrants that:

(1) you have not, under any circumstances and whether directly or through a third party:

(b) to or from any family members of such director, employee or representative; or

done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 27.4(1)(a) above;

(1A) (i) you have not taken any action or acted in any way, in relation to the negotiation or execution of this Agreement, that may be in violation of Anti-Bribery Laws or Anti-Money Laundering Laws;

(ii) you have not, under any circumstances and whether directly or through a third party:

(a) given, requested, agreed to give, promised, offered or authorised the giving, the entry into any agreement to give, promise, offer or payment of, any gratification or financial or other advantage

i. to or from any Politically Exposed Person; or

ii. to or from any family members of such Politically Exposed Person

(b) done or carried out any acts in furtherance of a gift, agreement to give, offer, payment, promise to pay or authorisation referred to in Clause 27.4(1)(a) above;

(3) the Declaration made by you is true, accurate and complete in all material respects; and

27.5 If you:

(a) identifies or becomes aware of any credible allegation or evidence indicating (i) that there exists a material weakness in any policies, processes or procedures of itself, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control, that results, or would reasonably be expected to result in, a violation or significant risk of violation of any Anti-Bribery Laws or (ii) that it, any of its major shareholders, entities within the control of any of its major shareholders or entities within its control has violated, is violating, or is at significant risk of violating, any Anti-Bribery Laws (any such matter, a “Compliance Matter”); or

You shall notify Apigate in writing of this fact as soon as possible and in any event within seven (7) days.

(d) You shall:

(i) conduct its businesses and affairs in an ethical, responsible and accountable manner; and

(ii) maintain and develop a culture of compliance and policies and procedures reasonably designed to prevent unethical or improper business practices.

Website: https://wrs.expolink.co.uk/axiata ; or

Phone: Call free to local services number 007 803 0114626; or

Mobile app: download “Speaking Up by Expolink”,

which channels may be updated from time to time.

27.6 Upon Apigate’s written request, you shall allow Apigate (or its representative or nominee) or any Authority to audit, inspect and access the relevant offices, premises, properties, facilities, books, records, correspondence, accounts, supporting documentation, officers and employees (including those of its permitted or authorised sub-contractors), and, to the extent you are able to do so, its independent auditors for the purpose of investigating, verifying or a combination of both:

(a) any Compliance Matter or Regulatory Deficiency and your development and implementation of appropriate responses to, and remediation of, such Compliance Matter or Regulatory Deficiencies;

(b) whether you are complying with all Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks; and

The audit, inspection and access by Apigate (or its representative or nominee) referred to in this Clause 27.6 may be conducted once every six (6) months as well as at any other time or times where there are reasonable grounds for Apigate to believe that there exists any Compliance Matter or Regulatory Deficiency or non-compliance with any Applicable Laws relating to the supply or performance of the Services, anti-bribery, anti-corruption and anti-kickbacks, during the term of this Agreement and for two (2) years after the expiry or termination of this Agreement.

The audit, inspection and access by any Authority referred to in this Clause 27.6 may be conducted at any time and from time to time as required by such Authority, during and after the term of this Agreement.