Promosi Istimewa Tahun Baru 2025: TC150 💵💵

Umrah
Haji
Labbaik Financing
Daftar Ejen
Log Masuk

MYR

Pakej Umrah Awal Tahun

Harga bermula RM7,990 Per Pax bilik Berempat (Musim Biasa)

Pilih Bulan

Jarak Hotel

Agensi Pelancongan

Carian

Info Pakej Umrah

hotel10
hotel9
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hotel7
hotel6

Tempoh Lawatan

12 Hari 10 Malam - Bulan November sehingga Disember 2025

Hari
Jam
Minit
Saat

* Waktu Terakhir Seblum Tamat Tempahan - 31/03/2025 12:00 am

Harga bermula RM7,990 Per Pax bilik Berempat (Musim Biasa)

Tempah Pakej

Kandungan Pakej

Tiket penerbangan pergi dan balik

Set Beg & Buku Panduan Umrah Percuma

Pengangkutan Awam

Umrah 2 Kali

Perbelanjaan peribadi

Maklumat Pakej

Alamat

E-10-07, Level 10 Amcorp Business Suites, Menara Melawangi No 18, Jalan Persiaran Barat, 46050 Petaling Jaya, Selangor

Hubungi

+6013-394 7961

info@tawafcapital.com

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Langgan Berita

Hak cipta © 2024 Tawaf Capital Sdn. Bhd. (1543194-P)

TAWAF CAPITAL PARTNER AGREEMENT

TERMS & CONDITIONS

This Agreement sets out the terms upon which Tawaf Capital Sdn Bhd [Company No: 202301049280 (1543194-P)] agrees to enable Partner to make the tawaff.com Platform and the tawaff.com Service available to Guests.

By registering and signing up to the Tawaf Capital Partner Program and/or making the tawaf.com platform available in any way, Partner hereby agrees, acknowledges and accepts to be bound by the agreement.
If Partner does not agree with the provisions of the agreement, Partner should not continue to make the tawaff.com platform available in any way.

If Partner does not agree with the provisions of the agreement, Partner should not continue to make the tawaff.com platform available in any way.

This Agreement is entered into between:

i. Tawaf Capital Sdn Bhd [Company No: 202301049280 (1543194-P)], a company incorporated under the laws of Malaysia and having its registered address at No 192, 3rd Floor, Jalan Changkat Thambi Dollah, 55100 Kuala Lumpur (“Tawaf Capital”), the Umrah and Hajj package booking service aggregator, and

ii. Partner, whose details are set out in the Partner Information (“Partner”), the provider of Umrah & Hajj package.

This Agreement may be amended or supplemented by Tawaf Capital, by giving notice to Partner of any material changes, at any time. The revised version will be deemed to have been accepted by Partner in consideration of Partner’s ongoing benefits under this Agreement unless Partner serves notice to terminate this Agreement.

1. INTRODUCTION

1.1  Agreement Documents: These General Partner Terms form part of the Tawaf Capital Partner Agreement. This Agreement is made up of these General Partner Terms and any other documents referenced in them. If there is a conflict between any of these documents, it should be resolved by applying the documents in that order (prevailing document first).

2. DEFINITIONS AND INTERPRETATION

2.1  Definitions: The following definitions are used in these General Partner Terms:

TERM DEFINITION
Affiliate means, in relation to a party, any other entity which directly or indirectly has Control, is under the Control of, or is under direct or indirect common Control with that party from time to time.
Agreement means the agreement described in Clause 1.1 of these General Partner Terms.
Applicable Law means any law applicable to a party’s performance of the Agreement in any relevant jurisdiction, including all applicable:

(a) legislation, regulations or directives;
(b) binding court orders or judgments; or
(c) industry regulations, codes, policies, payment scheme rules or standards enforceable by law.
Business Day Means a day other than a Saturday, Sunday or a public holiday in Malaysia.
Commission Model has the meaning given in Clause 17 (Tawaf Capital Commission and Payment).
Confidential Information means all information (however recorded or disclosed) related to a party (or its Affiliates) that is marked as confidential or would otherwise be regarded as confidential by a reasonable business person, including information relating to the business affairs, suppliers, market opportunities, operations, product information, know-how, designs, processes, trade secrets or software of that party (or its Affiliates) and Tawaf Capital Materials.
Control means the direct or indirect power to determine the management and policies of an entity or the composition of its board of directors or equivalent body, whether through the ownership of shares, by contract, or otherwise.
Controller means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
Data Subject means any natural person who can be identified, directly or indirectly, on the basis of Personal Data, including but not limited to Guests and Visitors.
Force Majeure Event means, for either party, an event or circumstance which is beyond the reasonable control of that party and prevents it from performing its obligations under this Agreement. Force Majeure Events do not include events or circumstances caused by:

a. a shortage of funds, labor, materials or other resources;
b. an increase in operational costs;
c. the failure of a subcontractor or any other third (3rd ) party to provide goods or services; or
d. circumstances that could have been avoided by a party exercising reasonable care (including strikes or employee disputes) or by complying with its obligations relating to disaster recovery and business continuity. This definition is not intended to limit or exclude any statutory definitions of force majeure that may apply under Applicable Law.
Fraudulent Reservation means a Reservation:

(a) which was made for the purpose of deriving benefit other than the standard benefit offered by Umrah & Hajj Package (typically the use of a hotel room, vehicle or other travel related service or amenity);
(b) which was made as a result of Partner’s breach of this Agreement;
(c) for which an invalid, stolen or otherwise unauthorized credit card or payment information has been used; or
(d) for which a card holder fraudulently initiated a charge back.
Guest means a user of the tawaff.com Platform who has made and used a Reservation for Umrah or Hajj package.
Incident means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to:

(a) Personal Data transmitted, stored or otherwise Processed in the context of this Agreement, or
(b) Confidential Information provided to a party by the other party.
Insolvency Event means the occurrence of any of the following events in respect of a party:

a. any procedure is commenced for the winding-up or re-organization of the party (other than for a solvent amalgamation or reconstruction) that is not dismissed within ten (10) Business days.
b. any procedure is commenced for the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy in relation to the party or all or substantially all of its assets that is not dismissed within ten (10) Business Days;
c. the holder of a security over all or substantially all of the party’s assets takes steps to enforce the security;
d. the party is or is deemed to be unable to pay its debts as they fall due or enters into a composition or arrangement with its creditors generally or any class of them, including a company voluntary arrangement or a deed of arrangement; or;
e. anything analogous to the events described in (a) to (d) occurs in any jurisdiction.
Intellectual Property or IP means all rights, title and interest in:

(a) patents, trademarks, service marks, trade names, goodwill, registered designs, design rights, database rights, copyrights and other forms of intellectual or industrial property (in each case in any part of the world, whether or not registered or registerable for their full period of registration with all extensions, renewals and revivals, and including all applications for registration or otherwise);
(b) inventions, formulae, domain names, Confidential Information (including know-how or secret processes);
(c) rights in computer software; and
(d) any similar rights or assets which may now or in the future subsist anywhere in the world.
Integration & Service Information means any documentation or information provided by Tawaf Capital to Partner in respect of technical and operational elements of this Agreement (as may be updated or amended by Tawaf Capital from time to time), including the integration and interface of tawaff.com Platform and the Partner Platform and the Tawaf Capital Service and instructions in relation to customer facing materials.
Losses means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and the costs of investigations, litigation, settlement, payments, interest, penalties and fines.
Materialized Transaction means a Reservation which has resulted in the provision of Umrah or Hajj Package (as confirmed to Tawaf Capital by the provider of the Umrah & Hajj Package) and receipt by Tawaf Capital of the Agency Commission, and excludes Fraudulent Reservations.
MOTAC means Malaysia’s Ministry of Tourism, Arts and Culture.
Partner means Travel agents providing Umrah & Hajj packages.
Partner Centre means an extranet operated by Tawaf Capital, which allows Partner to monitor aspects of the parties’ relationship under this Agreement and to make certain communications with Tawaf Capital.
Partner Group means Partner and each of its Affiliates from time to time.
Partner Information means the information provided by Partner on the Partner Registration Form and/or in the Partner Centre (if there is any conflict between the Partner Registration Form and the Partner Centre, the information in the Partner Centre shall prevail).
Partner IP means all IP owned or licensed (excluding the Tawaf Capital IP) by Partner or a Partner Affiliate.
Partner Platform means any website, communications and/or app controlled by Partner and specified in the Partner Information through which the tawaff.com Platform is made available to Partner’s customers.
Partner Registration Form means the online sign-up and registration form completed by Partner for the Tawaf Capital Partner Program.
Personal Data means any information relating to a Data Subject, such as (without limitation) name, credit card details, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, and includes the meanings of equivalent terms pursuant to Technology and Data Laws, such as personal information (PI) and personally identifiable information (PII).
Personal Data Protection Act means the Personal Data Protection Act 2010, gazetted by Malaysian Government in June 2010, an Act that regulates the processing of personal data in regards to commercial transaction.
Personnel means either party’s employees, officers or directors.
Process, Processed and Processing means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Processor means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of a Controller.
Regulator means a government department or regulatory, statutory and other body which, under Applicable Law, is entitled to regulate or investigate the matters dealt within this Agreement or the parties to this Agreement, including any competent independent public authority tasked with the monitoring and enforcement of compliance with Technology and Data Laws.
Reservation means Umrah or Hajj Package booking made through the tawaff.com Platform.
Tawaf Capital Partner Program means the program through which Tawaf Capital agrees to make the tawaff.com Platform available to Partner.
Tawaf Capital Brand Standards means Tawaf Capital’s brand guidelines as made available to Partner from time to time.
Tawaf Capital Commission means the amount received by and settled with Tawaf Capital from the Guest/Purchaser of Umrah or Hajj Package for each reservation made through tawaff.com platform.
Tawaf Capital Compliance Requirements means Appendix 1 that is attached to, and forms part of, these General Partner Terms.
Tawaf Capital Group means Tawaf Capital Sdn Bhd, and its Affiliates from time to time.
Tawaf Capital IP means all Intellectual Property owned, developed or licensed by (or on behalf) Tawaf Capital or a Tawaf Capital Affiliate, including the IP identified in Clause 7.1 (Tawaf Capital IP Ownership).
Tawaf Capital Materials means such data, content and other information made available in the preparation and performance of this Agreement, including through the tawaff.com Platform (e.g. rates and availability for Travel Packages).
tawaff.com Competitor means any competitor of Tawaf Capital Sdn Bhd or its Affiliates that is offering comparison and/or reservation services (e.g. an online travel agent, tour operator, meta-platform) in relation to Umrah and Hajj packages (e.g. Accommodation, flights, travel insurance products, rental cars, rides or attractions).
Tawaff Capital Security, Privacy and Processing Requirements means Appendix 2 that is attached to, and forms part of, these General Partner Terms.
Tawaf Capital Service means services operated by Tawaf Capital to support the use of tawaff.com Platform and the associated Travel Package reservations process. Unless otherwise indicated, the Tawaf Capital Service includes the transmission of the relevant Reservation details to the providers of Umrah & Hajj Packages, sending the subsequent confirmation to the Guests as applicable and all customer service-related issues and questions in respect of Tawaf Capital Service and/or tawaff.com Platform.
tawaff.com Platform means the parts of the online travel reservation related system that are controlled by Tawaf Capital and through which Tawaf Capital Materials are made available to Partner under this Agreement. The form(s) of the tawaff.com Platform is notified to Partner during the Tawaf Capital Partner Program registration and sign-up process or as later selected or requested by Partner in the Partner Center.
Technology and Data Laws means any Applicable Law relating to the provision of digital services and the protection and use of information and data (including but not limited to rules regarding information security, the Processing of Personal Data, the protection of privacy, the use of device-related information, the operation of digital marketplaces and platforms, and the use of information for marketing purposes), applicable to one or both of the parties, as may be amended or replaced from time to time.
Third Party Platform means any third party search engine, website, app, platform, forum, service, tool or other device.
Travel Package means any form of paid Umrah & Hajj related service or amenity including Accommodation, car rental, travel insurance products, flights, rides or attractions available for reservation through or enabled by the tawaff.com Platform.
Taxes means any national, governmental, provincial, state, municipal or local taxes, levies, imports, duties, (sur)charges, fees and withholdings of any nature imposed by any governmental, fiscal or other authority, including SST, sales and use tax, or other similar taxes.
Visitor means a person who accesses the Partner Platform and/or tawaff.com Platform.

2.2      Interpretation: In these General Partner Terms:

a. references to a specific law include that law as amended from time to time, or any law that replaces or amends it;

b. the words “including” or “for example” (or similar) should not be given a restrictive meaning because they are followed by particular examples; and

c. clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

3. PARTNER’S APPOINTMENT

3.1 Appointment: The parties agree on a non-exclusive basis that Partner may make the com Platform and/or Tawaf Capital available to Visitors, the terms of this Agreement and subject to completion of the works to enable the integration.

4. TAWAF CAPITAL SDN BHD’S RESPONSIBILITIES

4.1 Tawaf Capital will:

a. make available and maintain the tawaff.com Platform;

b. operate the com Service; and

c. make available the Partner Centre for use by Partner (via unique link and user ID provided by Tawaf Capital),

in accordance with the Integration & Service Information in all material respects.

4.2 Amendment of Form of the tawaff.com Platform: tawaff.com reserves the right to amend the form of tawaff.com Platform or remove the tawaff.com Platform upon  notice to Partner (which may be via the Partner Centre). Partner is deemed to have accepted the amended tawaff.com Platform  upon continued use of the tawaff.com Platform unless Partner serves notice to terminate this Agreement.

5. PARTNER’S RESPONSIBILITIES

5.1 Partner will:

a. make available and maintain the Partner Platform, including keeping the Partner Platform up-to-date and accurate and in accordance with the Integration & Service Information in all material respects;

b. ensure the tawaff.com Platform is “always on” on the Partner Platform and presented in such a way as to drive traffic to the com Platform;

c. provide prompt and reasonable cooperation, assistance and support to Tawaf Capital in respect of Tawaf Capital’s operation and management of the tawaff.com Platform and the com Service as they relate to the integration between Tawaf Capital and Partner; and

d. safeguard and keep the Partner Centre link and user ID confidential and safely stored and not disclose them to any person other than those who need to have access to the Partner Partner will immediately notify Tawaf Capital when it becomes aware of any suspected or actual security breach or improper use of the Partner Centre.

6. WARRANTIES AND DISCLAIMERS

6.1 General Warranties: Each party represents and warrants to the other that, at all times:

a. Approvals and consents: it has all necessary rights, approvals, permits and consents to enter into and perform this Agreement, and to grant the rights and licenses referred to in it;

b. Applicable Law: it will materially comply with all Applicable Laws in relation to performance of this Agreement and its relationship with its own customers;

c. Appropriate skill: it has, and shall retain for the term of this Agreement, qualified and dedicated staff with the appropriate level of expertise, skills and knowledge to perform the obligations and meet the requirements contemplated in this Agreement in a timely and diligent manner;

d. Platform and Role Distinction: it will seek to avoid confusing Visitors and Guests about the difference between Partner and com, and of the roles and responsibilities of Partner and tawaff.com. Neither party will hold itself out as being or acting on behalf of the other party. Partner will promptly and at its own cost comply with any reasonable requests from tawaff.com to make changes, alterations or amendments to the Partner Platform in order to meet the requirements of this Clause 6.1.d;

e. Packaging: if any Reservation becomes part of a package or linked travel arrangement as defined by MOTAC, then Partner will be the organizer of the package and will be solely responsible for the provision of the package or linked travel arrangements and for any obligations attached to the package or linked travel arrangement including those imposed by the Package Travel Directive or similar local legislation; and

f. Inappropriate Behavior: it will not:

i. violate public policy and morals; or

ii. make or use any inappropriate, improper or unlawful content, reference, material, or links (e.g. in respect of pornography or racism), defamatory statements, elements which violate the privacy of third parties or are otherwise abusive, offensive or racism), defamatory statements, elements which violate the privacy of third parties or are otherwise abusive, offensive or obscene.

6.2 Partner Warranties:

a. Partner represents and warrants to Tawaf Capital that it will not and will procure that the other members of the Partner Group will not without the express prior consent of Tawaf Capital:

i. discuss matters connected to this Agreement directly with anycom competitor;

ii. make Reservations on its own behalf, with the purpose of reselling them to or for the benefit of a third party;

iii. speak negatively or detrimentally about Tawaf Capital except as otherwise protected by Applicable Law;

iv. knowingly adversely affect Tawaf Capital’s position in the market and relationship with any provider of Umrah & Hajj Package, brand or goodwill;

v. use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms to seek to avoid its obligations or circumvent restrictions under this Agreement;

vi. use Tawaf Capital Materials to offer price comparison;

vii. directly or indirectly use or create any pay-per-click advertisement on search (including meta search but excluding general search) or blog websites that directs, redirects or links to the relevant Travel Packagee landing page on the Partner Platform or the tawaff.com Platform where the Travel Package is advertised, promoted and/or included; or

viii. require any Guest to use or redeem e-money or crypto currency in order to make a

b. Partner shall notify and agree in advance with tawaff.com any proposed material change to the way in which Visitors access the com Platform or the current presentation of the Partner Platform. If tawaff.com does not agree to a material change, both parties may terminate this Agreement with immediate effect.

c. Partner shall promptly notify Tawaf Capital if it becomes aware of any information about a Visitor, Guest, Reservation or Materialized Transaction which may, or already has, resulted in a Fraudulent

d. Partner is an independent contractor for all purposes, and will be responsible and liable for its own Taxes, social contributions and all other Tax related

e. Partner will notify Tawaf Capital promptly upon becoming aware of any breach of this Clause 2.

6.3    No Implied Warranties: Except as otherwise expressly provided in this Agreement, neither party makes any representation or warranty, whether express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including:

(i) of merchantability or fitness for a particular purpose regarding such subject matter;

(ii) arising from the course of performance, course of dealing or usage of trade; or

(iii) of non-infringement. Tawaf Capital provides the tawaff.com Platform and tawaff.com Service on an “as is” and “as available” basis. Partner provides the Partner Platform on an “as is” and “as available” basis.

7. INTELLECTUAL PROPERTY

7.1    Tawaf Capital IP Ownership: Tawaf Capital (or its licensors) will retain ownership of all IP in the tawaff.com Platform, the tawaff.com Materials, the tawaff.com Service, the Integration & Service Information and any parts of the Partner Platform developed by Tawaf Capital.

7.2    Partner IP Ownership: Partner (or its licensors) will retain ownership of all IP that it (or any licensor) contributes to the Partner Platform.

7.3    License from Tawaf Capital: Tawaf Capital grants to Partner (or, where relevant, will ensure the grant of) a worldwide, revocable, royalty-free, non-exclusive, non-assignable license to use the Tawaf Capital IP solely to the extent and for the purpose of distribution of tawaff.com Platform via the Partner Platform, receipt of tawaff.com Service and exercise of Partner’s rights and obligations under this Agreement.

7.4     No Sub-licensing by Partner: Unless expressly agreed in writing by Partner and Tawaf Capital, Partner may not sublicense the rights granted to it under this Clause, whether to allow connection to tawaff.com Platform or use of Tawaf Capital Materials, or for any other purpose (such as price/availability comparison or (meta) search).

7.5    Restrictions on Use of Tawaf Capital Materials: Partner may only use Tawaf Capital Materials to make tawaff.com Platform available on the Partner Platform. Partner will not directly or indirectly integrate, combine or otherwise make Tawaf Capital Materials (or any part thereof) available with its own content and/or the content of any Tawaf Capital Competitor. Partner will not amend or create derivative works based on or derived from Tawaf Capital Materials other than as strictly necessary for the operation of the Partner Platform as contemplated by this Agreement.

7.6    License from Partner: Partner grants to Tawaf Capital (or, where relevant, will ensure the grant of) a worldwide, revocable, royalty-free, non-exclusive, non-assignable and sub-licensable license to use the Partner IP solely to the extent and for the purpose of Tawaf.Capital’s distribution of tawaff.com Platform via the Partner Platform, the delivery of Tawaf Capital Service and the exercise of Tawaf Capital’s rights and obligations under this Agreement.

7.7    Completion of Rights: Each party will (and will procure that all relevant third parties will) promptly execute and deliver all documents and perform all acts required to give full effect to the assignments, licenses and other rights granted in this Clause.

7.8    Marks: Neither party may use the IP of the other party (including in any advertising or publicity material) other than in accordance with Tawaf Capital Brand Standards, any other Integration & Service Information and prior written consent pursuant to Clause 11.4, for which e-mail shall suffice.

7.9    Mutual Indemnity: Each party (the “Indemnifying Party“) will be liable to, and will compensate, indemnify and hold the other party (and in Tawaf Capital’s case, each of its Affiliates) (the “Indemnified Party“) harmless for and against any Losses awarded against the Indemnified Party pursuant to any claim from any third party in respect of infringement of the third party’s IP by the Indemnifying Party. Any claim under this Clause shall be conducted in accordance with Clause 12.5.

8. TAWAF CAPITAL GROUP SUPPLY

8.1 The Tawaf Capital Materials may include data, content or information sourced from other companies in the Tawaf Capital Group (“Tawaf Capital Group Supply”).

8.2 If the parties agree upon Tawaf Capital Group Supply, then the Tawaf Capital Group company to which the relevant Tawaf Capital Materials relate is an intended third party beneficiary of rights under this Agreement. The relevant Tawaf Capital Group company will be entitled to enforce all relevant terms of this Agreement as they relate to its Tawaf Capital Materials. For that purpose, references to Tawaf Capital shall be interpreted to include the relevant Tawaf Capital Group company, and relevant rights, limitations and exclusions of liability of Tawaf Capital apply equally to the applicable Tawaf Capital Group company with respect to its Tawaf Capital Group Supply.

8.3 Upon request, Partner will display the applicable Tawaf Capital Materials in accordance with the branding requirements of the relevant Tawaf Capital Group company.

9. DATA PROTECTION AND SECURITY

9.1 The parties will comply with the Tawaf Capital Security, Privacy and Processing Requirements, as attached to these General Partner Terms.

10. COMPLIANCE

10.1 The parties will comply with Tawaf Capital’s Compliance Requirements.

11. CONFIDENTIALITY AND PUBLICITY

11.1 Confidentiality Obligations: Each party will:

a. not disclose the other party’s Confidential Information to any third party except as permitted in the Agreement;

b. protect the other party’s Confidential Information in accordance with the degree of skill, care, diligence, and foresight which would reasonably and ordinarily be expected from a conscientious and skilled party;

c. only use the other party’s Confidential Information for the purposes for which it was disclosed; and

d. ensure that each third party that receives Confidential Information is bound by similar confidentiality

11.2  Permitted Disclosures: Provided the recipient is subject to similar confidentiality obligations as set out in this Agreement, Clause 11.1 does not restrict:  

a. either party from disclosing Confidential Information to:

i. its Personnel or that of its Affiliates; or

ii. its, or its Affiliates, agents, contractors (and subcontractors of any tier), lawyers, accountants and financial advisers,

who need to know the Confidential Information to exercise their rights or perform their obligations under the Agreement, and in the Partner’s case to the extent that the recipient is not a Tawaf Capital Competitor;

b. Tawaf Capital from disclosing Confidential Information to its Personnel or that of its Affiliates for legitimate business purposes, including providing services to the Tawaf Capital Group; or

c. any disclosure of Confidential Information required:

i. by Applicable Law, a court   of competent jurisdiction   or  a Regulator; or

ii. as a result of being listed on a recognized investment

11.3  Confidentiality Exceptions: Clause 11.1 does not apply to Confidential Information that:

a. was already known to the recipient before it was disclosed by (or on behalf of) the other party;

b. becomes available to the recipient on a non-confidential basis via another third party;

c. is independently developed by the recipient without using the other party’s Confidential Information; or

d. comes into the public domain in a way that does not breach this

11.4  Publicity and Announcements: Unless required to do so by Applicable Law, Partner will not issue any press release or announcement about the existence or operation of this Agreement, without Tawaf Capital’s prior written consent for which e-mail will suffice. Partner agrees that Tawaf Capital may issue a press release or announcement about its relationship with Partner under this Agreement.

12. LIABILITY

12.1   Exclusions of Liability:

a. Availability: Each party acknowledges the difficulties inherent in the use of the internet and communication networks and In particular, varying speeds and network congestion can cause interruptions, delays and difficulties in accessing, browsing, navigating or using a platform. Each party excludes any and all liability in respect of the other party which is related to any outage, downtime, interruption, breakdown, malfunction or unavailability (whether for maintenance, upgrades, updates or otherwise) of tawaff.com Platform, Tawaf Capital Service and/or the Partner Platform.

b. Umrah & Hajj package: Each party acknowledges that (i) all Umrah & Hajj Packages are supplied to Guests by third party suppliers and not by Tawaf Capital, which is only acting as a facilitator; and (ii) Tawaf Capital does not in any way (directly or indirectly, independently or in conjunction with any party) own, manage, operate or control any Umrah or Hajj Partner excludes any and all liability in respect of Tawaf Capital which is related to the quality of the Umrah & Hajj Package.

c. Indirect Losses: Except with respect to liability pursuant to Clauses  3.d,   neither   party   will   be    liable    to    the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with this Agreement for any indirect or consequential Losses, loss of profit or loss of revenue.

d. Negligent Acts or Omissions: If Tawaf Capital’s performance of its obligations under this Agreement is prevented or delayed as a result of any negligent act or omission of Partner, its agents, sub-contractors or employees, Tawaf Capital shall not be liable for any Losses that Partner incurs as a

12.2   Liability Cap: Subject to Clause 12.3, the maximum liability of a party for all claims whether in contract, tort (including negligence), breach of statutory duty or otherwise made against such party by the other party under or in connection with this Agreement in a year will not exceed the greater of: (a) in the preceding calendar year     up to RM100,000, and (b) RM100,000.

12.3  Liability Never Limited or Excluded: The mutual liability cap at Clause 13.2 shall not apply to:

a. liability for death or personal injury caused by a party’s negligence;

b. Losses caused by fraud or fraudulent misrepresentation;

c. any liability under Clause 9, which will not exceed RM100,000 in a year;

d. any liability of Partner under Clauses 5.1.e (Warranties and Disclaimers), 9 (Data Protection and Security), 10 (Compliance), 11 (Confidentiality and Publicity) or as a result of an Incident; or

e. any other liability that cannot be limited or excluded under Applicable

12.4   Mitigation: Each party will take reasonable steps   to mitigate  its Losses incurred in connection with the Agreement.

12.5   Conduct of Indemnity Claims: Where either party is required to indemnify the other party in connection with a third party claim, the Indemnified Party will:

a. notify the Indemnifying Party of the claim within ten (10) Business Days of becoming aware of the claim;

b. allow the Indemnifying Party to take over and assume the defence and settlement of the claim at the Indemnifying Party’s cost (in consultation with the Indemnified Party if such defence and/or settlement could negatively affect the Indemnified Party). The Indemnified Party may (but is not obliged to) elect to employ counsel at its own expense in respect of the defence and settlement of such claim;

c. give the Indemnifying Party reasonable assistance in connection with the conduct of the claim (at the Indemnifying Party’s cost); and

d. not admit any liability or agree to any settlement without the Indemnifying Party’s prior approval (not to be unreasonably withheld).

13. TERM, TERMINATION AND SUSPENSION

13.1   Duration: Unless agreed otherwise, this Agreement will commence on the date of last signature and continue until terminated in accordance with its terms.

13.2 Voluntary Termination: Either party may terminate this Agreement with immediate effect at any time by giving the other party written notice.

13.3 Suspension: If Tawaf Capital considers that Partner is in material breach of this Agreement, then Tawaf Capital will be entitled to suspend the availability of com Platform and/or, upon notification to Partner of the material breach, its obligation to pay any Partner Commission or other amount under this Agreement (such that Partner’s entitlement to receive payment will not accrue during the period of suspension).

13.4 Wind Down: In the event of a termination of this Agreement, the parties agree to honour any Reservations made before the termination date and, for this purpose, shall continue to comply with all obligations in this Agreement which are reasonably necessary for the purpose of honouring such

14. CONSEQUENCES OF TERMINATION

14.1   Tawaf Capital Materials and tawaff.com Platform: Upon termination of this Agreement, Partner will:

a. destroy, delete or upon request of Tawaf Capital, return all Tawaf Capital Materials (including all hard and soft copies) and will, upon request, confirm in writing to tawaff.com that all such tawaff.com Materials have been destroyed, deleted or

b. promptly remove and disable any interface/connection between the Partner Platform and tawaff.com Platform, to the extent it is within Partner’s control to do

14.2 Accrued Rights Unaffected: Termination or    expiry     of the Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

14.3   Continuing Obligations: Any provision of this Agreement which expressly or by implication is intended to continue in force after termination or expiry will remain in full force and effect, including this Clause and Clauses 7 (Intellectual Property except 7.3, 7.6 and 7.7), 8 (Tawaf Capital Group Supply), 9 (Data Protection and Security), 11 (Confidentiality and Publicity) and 12    (Liability).

15. ASSIGNMENT AND SUBCONTRACTING

15.1 Consent Generally Required: Subject to the remainder of this Clause, neither party is permitted to assign, transfer, novate or subcontract the benefit of this Agreement, or to subcontract its obligations under it, without the other party’s prior written consent (not be unreasonably withheld or denied).

15.2 Permitted Disposals by Tawaf Capital: Tawaf Capital may, without Partner’s consent, assign, transfer, novate or sub-contract  its rights and obligations under this Agreement to: (a) any Affiliate of Tawaf Capital from time to time, or (b) to any purchaser of the business undertaking of Tawaf Capital to which this Agreement relates. At the request of tawaff.com, Partner will promptly execute all documents required to give effect to such transaction.

15.3 Permitted Subcontracting by Tawaf Capital: Tawaf Capital may, without Partner’s prior consent, subcontract the performance of administrative or other functions related to the operation of Tawaf Capital’s business generally.

15.4 Responsibility for Subcontractors: The parties will remain responsible for all the acts or omissions of subcontractors as if they were the acts or omissions of that party.

16. GENERAL

16.1   English Language: If the original English version of this Agreement has been translated into other languages, the translated version of the English language Agreement is provided as a courtesy and office translation only. Partner cannot  derive any rights from the translated version. In the event of a dispute about the content or interpretation of this Agreement or in  the event of a discrepancy between the English version and any other language version of this Agreement, the English language version will prevail. The English version only will be used in any legal proceedings.

16.2 Costs: Each party will bear its own costs and expenses in connection with the entering into, execution and performance under this Agreement (including in respect of the integration and connection of tawaff.com Platform to the Partner Platform).

16.3 Agreement Change: Except where provided otherwise in this Agreement, any change to this Agreement must be agreed in writing and signed by an authorized representative of each party or via exchange and confirmation online (including via e-mail or in the Partner Centre).

16.4   Force Majeure Events: Neither party will be liable for a breach of or liability under this Agreement caused by a Force Majeure Event. Each party undertakes to notify the other party promptly should a Force Majeure Event occur and impact the performance under this Agreement. The party whose performance of obligations is impacted by the Force Majeure Event shall use reasonable efforts to mitigate the impact of the Force Majeure Event. As soon as the Force Majeure Event resolves, the prevented party shall promptly resume operations.

16.5 Interim Relief: Nothing in this Agreement prevents either party from making any application to a court to obtain an interim remedy (including an injunction) for any threatened or actual breach of this Agreement.

16.6 Notices to Parties:

a. Notices may be in English or Bahasa Malaysia and sent:

i. to Tawaf Capital, via the Partner Centre; and

ii. to Partner, via the Partner Centre, by email or by hard copy, unless otherwise specified between the

b. Notices will be sent to Partner’s address as specified in the Partner Each party may change its contact details by giving notice to the other party.

c. If sent by e-mail, unless the e-mail has been acknowledged by e-mail or written response, the notice will not be deemed to have arrived. Automated e-mail responses are not sufficient to satisfy this Clause 6.

16.7 Timing of Notices: Hand delivered and mailed notices will be deemed to have been given as follows:

(a) if delivered personally, on delivery;

(b) if sent by first class post within the same country, two (2) Business Days after the date of posting;

(c) if delivered by international recorded delivery or courier, three (3) Business Days after dispatch; and

(d) any notice delivered after 5pm will be deemed not to have been given until the next Business Day. Partner Centre notices will be deemed to have been given as of the date they are available in the Partner Centre. E-mailed notices will be deemed to have been given as  of the date emailed, subject to Clause 16.6 (Notices to Parties).

16.8 Severability: If any Clause (or part of a Clause) in this Agreement is unenforceable, invalid or illegal for any reason, the other Clauses of this Agreement will remain in force as if they had been executed without the offending text appearing in this Agreement (and the offending text will be deemed to be substituted with drafting that has the closest effect and is enforceable).

16.9  Waiver: No delay or omission by either party to exercise any right or remedy provided for by law or under this Agreement will operate to waive, limit or otherwise affect that right or remedy.

16.10 No Partnership or Agency: Nothing in this Agreement is intended to, or will be deemed to: (a) establish any partnership or joint venture between Tawaf Capital and Partner, or (b) make one party the agent of the other. Neither party has the authority or power to bind, create a liability for, or enter into any commitments for or on behalf of, the other party.

16.11 Entire Agreement: This Agreement constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements made between them that relate to it. This Agreement shall prevail over any inconsistent terms or conditions contained or referred to in any Partner purchase order, confirmation of order, acceptance of a quotation or specification, or any terms implied by law, trade custom, practice or course of dealing.

16.12 Third Party Rights: This Agreement is not intended to, and does not, give any person, corporate or unincorporated body (whether or not having separate legal personality) who is not a party to it any rights to enforce any provisions contained in it except for: (a) Tawaf Capital Affiliates, who shall be entitled to enforce any rights expressed as benefiting them; and (b) any other provisions which expressly provide for enforcement by a third party.

16.13 E-Signatures and Counterparts: Unless Applicable Law requires otherwise, this Agreement may be agreed and/or executed through online processes pursuant to Clause 16.3 or using electronic signatures. This Agreement may also be executed in one or more counterparts. Each counterpart will constitute an original and together they will constitute a single agreement. If an effective date has not been stated within this Agreement, it will come into effect on the date that the last party signs it or indicates acceptance through online processes.

16.14 Jurisdiction: All disputes or claims arising in connection with this Agreement will be subject to the exclusive jurisdiction of the Court of Malaysia.

16.15 Governing Law: This Agreement, and any matter, claim or dispute arising in connection with it, will be governed by Malaysian law.

17. COMMISSION MODEL (PAYABLE TO TAWAF CAPITAL)

% Type of purchase
3% of total package value For Umrah or Hajj package self-financed by Guests.

17.1  The 3% commission shall be collected from the deposit paid by Guests when making their online booking for Umrah or Hajj package via tawaff.com. 

APPENDIX 1

TAWAF CAPITAL COMPLIANCE REQUIREMENTS

This Appendix forms part of the General Partner Terms. If there is a conflict between this Appendix and the remainder of the General Partner Terms, it should be resolved in favour of this Appendix.

1. ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

1.1 In relation to the execution and performance of this Agreement, each party, its Personnel and its agents and other representatives has and will:

a. not directly or indirectly:

i. offer, promise or give to any third party (including any governmental official or political party’s official, representative or candidate); or

ii. seek, accept, agree to receive or get promised for itself or for another party,

any gift, payment, reward, consideration, advantage or benefit of any kind which would, or could reasonably be construed as, bribery or an illegal or corrupt practice; and

b. comply with (and not place the other party in breach of) all Applicable Laws prohibiting bribery and corruption which includes the Malaysian Anti-Corruption Commission Act 2009, the U.S. Foreign

Corrupt Practices Act 1977, the UK Bribery Act 2010 and the laws of any other territory with jurisdiction over the parties.

2. TAX OBLIGATIONS AND COMPLIANCE WITH LAWS PROHIBITING TAX EVASION OR TAX FRAUD

2.1 In connection with their performance of and remuneration under this Agreement, each party, its Personnel and its agents and other representatives will pay in full all Taxes that are lawfully due from it in any jurisdiction(s) in which it operates, and will not:

a. commit (or facilitate, aid, abet, counsel or procure the commission of) any offence of cheating the public revenue or the fraudulent evasion of any Tax, or

b. otherwise breach or take any action that may place the other party in breach of Applicable Laws prohibiting Tax evasion and the facilitation of Tax

3. COMPLIANCE WITH TRADE AND ECONOMIC SANCTIONS

3.1 Each party represents and warrants that, for the term of this Agreement, it is not:

a. listed on any applicable list of sanctioned parties (including the lists of restricted parties issued by the UN, S., EU and UK);

b. owned by, controlled by, or acting at the direction of, any person, persons or corporate or unincorporated body (whether or not having a separate legal personality) listed on such a list or that person’s or entity’s legal or personal representatives, successors or permitted assigns; or

c. ordinarily resident in or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions imposed by the UN, S. EU and/or UK.

3.2 Neither party will take any action that would breach (and not take any action that would place the other party in breach of) applicable

4. MODERN SLAVERY, HUMAN TRAFFICKING AND HUMAN RIGHTS

4.1 Each party represents and warrants that, for the term of this Agreement, it complies with all Applicable Laws concerning employment rights, human rights, non-discrimination and modern

slavery, and in particular does not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.

5. COMPLIANCE WITH ANTI-MONEY LAUNDERING AND TERRORISM FINANCING LAWS

5.1 Parties represent and warrant that, for the term of this Agreement:

a. no funds (or portion thereof) that the parties may remit to each other will constitute the proceeds of crime;

b. the parties will not (whether knowingly or with cause to suspect) acquire, use, possess, retain, control or otherwise deal in funds or other property constituting the proceeds of crime; and

c. the parties will not otherwise engage in any activity or become concerned in an arrangement that may constitute an offence under Applicable Laws prohibiting dealing in the proceeds of crime and/or the financing of

5.2 Partner represents and warrants that, in respect of the bank account to be used in connection with this Agreement (“Bank Account“):

a. all payments and transfers between Tawaf Capital and the Bank Account (and vice versa) if any, are at arm’s length and do not violate any Applicable Laws (including in particular laws concerning money laundering, bribery and corruption, tax evasion, terrorist financing, financial sanctions and other financial crimes); and

b. Partner does not use the Bank Account (or any funds transferred to or from Tawaf Capital) to breach Applicable

6. INTERNAL COMPLIANCE MEASURES

6.1 Each party will, for the term of this Agreement, implement reasonable internal measures (including policies, procedures, compliance audits and training) intended to ensure that it (and its Personnel) does not breach the obligations set out in these Tawaf Capital Compliance

7. GENERAL

7.1 Partner agrees to complete and provide to Tawaf Capital, or any advisor to Tawaf Capital, any requested screening or re-screening questionnaires and/or associated

7.2 Partner will immediately notify Tawaf Capital in the event of any actual or suspected breach of these Compliance Requirements by Partner, its Personnel or its agents or other

APPENDIX 2

TAWAF CAPITAL SECURITY, PRIVACY AND PROCESSING REQUIREMENTS

This Appendix forms part of the General Partner Terms. If there is a conflict between this Appendix and the remainder of the General Partner Terms, it should be resolved in favour of this Appendix.

1. RELATIONSHIP AND PERSONAL DATA PROCESSED

1.1 Roles of parties: The parties acknowledge and agree on the following:

a. each party acts in principle as an independent and separate Controller where it Processes Personal Data in connection with this Agreement, and in this capacity: (i) determines at its sole discretion the purposes and means of such Processing, and (ii) is fully responsible for its own compliance with Technology and Data Laws;

b. neither party Processes Personal Data on behalf of the other party;

c. should any situation lead the parties to jointly determine the purposes and means of a given Processing by Tawaf Capital or by Partner of any Personal Data in the context of this Agreement, each party shall be responsible for determining its respective responsibilities for compliance with obligations under Technology and Data Laws. Unless otherwise provided, each party shall handle data subject requests sent to it directly. The other party shall, at its own cost, provide all reasonable cooperation, assistance and information to enable the other party to handle such

1.2 Personal Data shared by Tawaf Capital: The parties acknowledge and agree on the following:

a. Tawaf Capital may share with Partner the information and Personal Data necessary in connection with this Agreement;

b. Partner undertakes to Process such information and Personal Data solely for the purposes necessary in connection with this Agreement, and undertakes to comply with all use restrictions that arise as a result thereof from Technology and Data Laws, notably in terms of purpose limitation. In particular, except as otherwise permitted in this Agreement and to the extent such purposes were communicated to the Data Subject at the time of collection, Partner undertakes not to (directly or indirectly):

i. approach, contact or solicit any Data Subject or Guest;

ii. send any direct or unsolicited mail;

iii. disclose such information or Personal Data to any third party; or

iv. use such information or Personal Data for any other commercial, promotional or marketing

c. Tawaf Capital provides information and Personal Data to Partner on an as-is basis, and cannot warrant and/or confirm the correctness or usability of the information and Personal Data shared by Tawaf Capital with Partner, and Tawaf Capital therefore cannot be held liable for the information and Personal Data shared by Tawaf Capital with

1.3 Integrations: The parties acknowledge that the integrations chosen by Partner do not create any joint controllership between the parties, even in relation to the collection of Personal Data through such integrations, due to the technical features thereof. As a result, Tawaf Capital acts as sole Controller for the collection and further Processing of such Personal Data carried out through or thanks to such integration. Partner undertakes not to (seek to) intercept any Personal Data Processed in such a

1.4 Personal Data shared by Partner:

a. If Partner shares Personal Data with Tawaf Capital other than through an integration as described under Clause 1.3, then the following requirements apply:

i. Partner shall notify Tawaf Capital of the Personal Data it intends to share with Tawaf Capital, the purposes for which these Personal Data may be processed by Tawaf Capital and the means through which this Personal Data will be shared with Tawaf Capital;

ii. Partner shall obtain prior written confirmation from Tawaf Capital for the disclosure of the Personal Data;

iii. Partner shall ensure that the collection of such Personal Data and its disclosure are permitted under Technology and Data Laws; and

iv. Partner shall be entitled and warrants that it is entitled pursuant to Technology and Data Laws to disclose the Personal Data to Tawaf Capital, and shall have duly informed the relevant Data Subjects (including by adding to its website a link to the tawaff.com privacy statement (tawaff.com/privacy) and obtained consents to the extent necessary pursuant to Technology and Data

b. Tawaf Capital shall not directly market (e.g. sending of newsletters or special promotions, (for example re-targeting services and online e-mail registration on the Partner Platform)) to Data Subjects or Guests, unless that Data Subject or Guest:

i. visits or (has) visited tawaff.com website (other than through the Partner Platform) or otherwise has given consent to Tawaf Capital to retarget or (re)market to them prior to the parties entering into this Appendix; or

ii. has after the commencement of this Appendix given (tacit or express as applicable) consent for Tawaf Capital to directly market or retarget them,

in either case whether such consent is granted by the Data Subject’s or Guest’s separate access to tawaff.com Platform or any channel other than the Partner Platform.


2. TRANSPARENCY, COMPLIANCE AND PRIVACY PRINCIPLES

2.1     Transparency:

a. Each party shall strive to comply with the principle of transparency in relation to the Processing of Personal Data, for instance through the provision of a relevant privacy statement to Data Subjects whenever required by Technology and Data

b. For the avoidance of doubt, this also applies to the Processing by Partner of Personal Data of/relating to Data Subjects acting on behalf of Tawaf Capital (e.g. staff, contractors, agents).

c. For any Processing by Tawaf Capital of Personal Data of/relating to Data Subjects acting on behalf of Partner (e.g. staff, contractors, agents), Partner acknowledges that such Processing takes place in accordance with Tawaf Capital privacy statement for business partners, made available online, as may be amended by Tawaf Capital from time to time. Partner procures that it will make such privacy statement available to such Data Subjects prior to providing their Personal Data to Tawaf Capital and warrants that the provision to Tawaf Capital of such Personal Data for such purposes is

2.2 Compliance: Partner shall implement measures in a manner that it meets all requirements under Technology and Data Laws in relation to this Agreement and performance thereof. Partner shall employ procedures to monitor its compliance with Technology and Data Partner shall not Process the Personal Data in a manner that may be detrimental to the reputation of Tawaf Capital or have any other negative effect on Tawaf Capital.

2.3 Privacy Principles: When Processing Personal Data as Controller in the context of performance of this Agreement, Partner shall ensure:

a. that the Personal Data is Processed lawfully and fairly;

b. that it Processes such Personal Data only for specified, explicit and legitimate purposes in accordance with Technology and Data Laws and does not further Process Personal Data in a manner that is incompatible with those purposes;

c. that the Processing shall be limited to what is adequate, relevant and necessary in relation to the purposes for which Partner Processes such Personal Data, including by ensuring that any individual acting under its authority who has access to Personal Data does not process it except on instructions from Partner;

d. that such Personal Data it Processes is accurate and, where necessary, kept up to date, including by taking every reasonable step to ensure that Personal Data that is inaccurate is erased or rectified without delay;

e. that such Personal Data is kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data are Processed; and

f. that it is able to demonstrate compliance with this Clause 3.

2.4 Cooperation: Each party shall, at its own cost, provide all reasonable cooperation, assistance and information to enable the other party to comply with its obligations under Technology and Data Laws, including assisting the other party with the following:

a. responding to requests from or notifying competent authorities (including supervisory authorities) in relation to the Tawaf Capital Materials and Personal Data Processed and shared in the context of this Agreement;

b. responding to requests from Data Subjects wishing to exercise their privacy rights pursuant to Technology and Data Laws; and

c. conducting any assessment to validate compliance with the Technology and Data Laws and this

3. SECURITY & INCIDENTS

3.1 General security measures: Each party shall implement and maintain technical and organizational measures appropriate to the risks to ensure the security (including the integrity, confidentiality, availability and continuity) of the Personal Data it Processes in the context of this Agreement, the Confidential Information it has received from the other party and of any digital properties (websites or other) within the scope of this Agreement, and to prevent, mitigate and respond to Without limitation to the foregoing, Partner shall take into consideration minimum market practice such as the OWASP Top Ten lists or any other reasonable and relevant practices required by Tawaf Capital in writing.

3.2 Incidents – Reasonable and Appropriate Remedial Actions: If at any time Partner becomes aware of, or has reasonable grounds to suspect, the occurrence of any Incident, Partner shall:

a. without undue delay notify Tawaf Capital and consult with Tawaf Capital on the reasonable and appropriate actions to be taken;

b. subject to limitations existing under Applicable Law, be responsible for proactively providing all information necessary to Tawaf Capital such that Tawaf Capital can be fully informed and undertake its own investigation related to the cause, mitigation measures taken, and damages incurred or likely to be incurred   by either party, and third parties, with respect to the Incident;

c. take all immediate reasonable and appropriate actions required by the situation, even prior to any consultation (in which case Partner shall consult with Tawaf Capital as soon as reasonably practicable afterward), to avoid or mitigate any adverse effects for Tawaf Capital, and to prevent (further) harm to Tawaf Capital or the affected Data Subjects; and

d. cooperate with com in taking any reasonable and appropriate action to address the Incident.

3.3 Incidents – Disclosure: Subject to mandatory requirements under Applicable Law, Partner:

a. shall in no manner provide information to any third party (including any Regulator) without the prior notification of Tawaf Capital; and

b. acknowledges and agrees that Tawaf Capital retains the right to inform any third party (including any Regulator and affected Data Subjects) about any Incident, in particular where required by Applicable Law or where such Incident is not specific to


4. INSPECTIONS AND AUDITS

4.1 Inspection and audit right for Tawaf Capital: Tawaf Capital is entitled to conduct and/or instruct a third party to conduct an inspection of Partner or audit of Partner’s records (including Processing- or security-related information), to the extent reasonably necessary to (a) fulfil any legal or reporting obligations of Tawaf Capital, or (b) where Tawaf Capital reasonably suspects non-compliance, verify compliance by Partner with this Appendix. Partner shall, and procures that its employees, agents or representatives shall, fully cooperate with Tawaf Capital and such third party, as applicable, in this context notably by granting access to premises, personnel and information (including making available copies thereof) as are reasonably necessary for those

4.2 Costs: Tawaf Capital shall bear the costs of any such inspection or audit unless it reveals a breach by Partner of any provision of this Agreement, in which event such costs will be borne by Partner, without prejudice to Tawaf Capital’s further rights and remedies in respect of such


5. TREATMENT OF LOSSES

5.1 To the extent that any claim or complaint relating to the Processing of Personal Data leads to a finding of non-compliance by Tawaf Capital or any of its Affiliates with Technology and Data Laws and such non-compliance is attributable to Partner, Partner undertakes to pay any related Losses on Tawaf Capital or any of its Affiliates’ behalf. Where such payment is not permitted for whatever reason, Partner acknowledges that such non-compliance constitutes a contractual breach as a result of which Partner (as the Indemnifying Party) will be liable towards, and compensate, indemnify and hold Tawaf Capital and each of its Affiliates (as the Indemnified Party) harmless and is required to pay the Indemnified Party a lump-sum indemnity equal to the amount of such Losses. Any claim under this Clause shall be conducted in accordance with Clause 12.5.