This Agreement sets out the terms upon which Tawaff International Journey 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 Tawaff International Journey Sdn Bhd Partner Program and/or making the tawaff.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.

This Agreement is entered into between:

i. Tawaff International Journey 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 (“Tawaff International“), 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 Tawaff International 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 Tawaff International Journey Sdn Bhd 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:

2.2 Interpretation:

In these General Partner Terms:

1. references to a specific law include that law as amended from time to time, or any law that replaces or amends it;
2. the words “including” or “for example” (or similar) should not be given a restrictive meaning because they are followed by particular examples; and
3. 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 tawaff.com Platform and/or Tawaff International available to Visitors, the terms of this Agreement and subject to completion of the works to enable the integration.

4. TAWAFF INTERNATIONAL’S RESPONSIBILITIES

4.1

Tawaff International will:

1. make available and maintain the tawaff.com Platform;
2. operate the tawaff.com Service; and
3. make available the Partner Centre for use by Partner (via unique link and user ID provided by Tawaff International),

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:

1. 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;
2. ensure the tawaff.com Platform is “always on” on the Partner Platform and presented in such a way as to drive traffic to the tawaff.com Platform;
3. provide prompt and reasonable cooperation, assistance and support to Tawaff International in respect of Tawaff International’s operation and management of the tawaff.com Platform and the tawaff.com Service as they relate to the integration between Tawaff International and Partner; and
4. 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 Centre. Partner will immediately notify Tawaff International 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:

1. 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;
2. Applicable Law: it will materially comply with all Applicable Laws in relation to performance of this Agreement and its relationship with its own customers;
3. 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;
4. Platform and Role Distinction: it will seek to avoid confusing Visitors and Guests about the difference between Partner and tawaff.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;
5. 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
6. Inappropriate Behavior: it will not:
   
   1. violate public policy and morals; or
   2. 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 obscene.

6.2 Partner Warranties:

1. Partner represents and warrants to Tawaff International that it will not and will procure that the other members of the Partner Group will not without the express prior consent of Tawaff International:
   
   1. discuss matters connected to this Agreement directly with any tawaff.com competitor;
   2. make Reservations on its own behalf, with the purpose of reselling them to or for the benefit of a third party;
   3. speak negatively or detrimentally about Tawaff International except as otherwise protected by Applicable Law;
   4. knowingly adversely affect Tawaff International’s position in the market and relationship with any provider of Umrah & Hajj Package, brand or goodwill;
   5. use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms to seek to avoid its obligations or circumvent restrictions under this Agreement;
   6. use Tawaff International Materials to offer price comparison;
   7. 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
   8. require any Guest to use or redeem e-money or crypto currency in order to make a Reservation.
2. Partner shall notify and agree in advance with tawaff.com any proposed material change to the way in which Visitors access the tawaff.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.
3. Partner shall promptly notify Tawaff International if it becomes aware of any information about a Visitor, Guest, Reservation or Materialized Transaction which may, or already has, resulted in a Fraudulent Reservation.
4. 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 matters.
5. Partner will notify Tawaff International promptly upon becoming aware of any breach of this Clause 6.2.

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:

1. of merchantability or fitness for a particular purpose regarding such subject matter;
2. arising from the course of performance, course of dealing or usage of trade; or
3. of non-infringement. Tawaff International 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 Tawaff International IP Ownership:

Tawaff International (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 Tawaff International.

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 Tawaff International:

Tawaff International grants to Partner (or, where relevant, will ensure the grant of) a worldwide, revocable, royalty-free, non-exclusive, non-assignable license to use the Tawaff International 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 Tawaff International, Partner may not sublicense the rights granted to it under this Clause, whether to allow connection to tawaff.com Platform or use of Tawaff International Materials, or for any other purpose (such as price/availability comparison or (meta) search).

7.5 Restrictions on Use of Tawaff International Materials:

Partner may only use Tawaff International Materials to make tawaff.com Platform available on the Partner Platform. Partner will not directly or indirectly integrate, combine or otherwise make Tawaff International Materials (or any part thereof) available with its own content and/or the content of any Tawaff International Competitor. Partner will not amend or create derivative works based on or derived from Tawaff International 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 Tawaff International (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 Tawaff International’s distribution of tawaff.com Platform via the Partner Platform, the delivery of Tawaff International Service and the exercise of Tawaff International’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 Tawaff International 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 Tawaff International’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. TAWAFF INTERNATIONAL GROUP SUPPLY

8.1

The Tawaff International Materials may include data, content or information sourced from other companies in the Tawaff International Group (“Tawaff International Group Supply“).

8.2

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

8.3

Upon request, Partner will display the applicable Tawaff International Materials in accordance with the branding requirements of the relevant Tawaff International Group company.

9. DATA PROTECTION AND SECURITY

9.1

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

10. COMPLIANCE

10.1

The parties will comply with Tawaff International’s Compliance Requirements.

11. CONFIDENTIALITY AND PUBLICITY

11.1 Confidentiality Obligations:

Each party will:

1. not disclose the other party’s Confidential Information to any third party except as permitted in the Agreement;
2. 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;
3. only use the other party’s Confidential Information for the purposes for which it was disclosed; and
4. ensure that each third party that receives Confidential Information is bound by similar confidentiality obligations.

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:

1. either party from disclosing Confidential Information to:
   
   1. its Personnel or that of its Affiliates; or
   2. 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 International Competitor;
2. Tawaff International from disclosing Confidential Information to its Personnel or that of its Affiliates for legitimate business purposes, including providing services to the Tawaff International Group; or
3. any disclosure of Confidential Information required:
   
   1. by Applicable Law, a court of competent jurisdiction or a Regulator; or
   2. as a result of being listed on a recognized investment exchange.

11.3 Confidentiality Exceptions:

Clause 11.1 does not apply to Confidential Information that:

1. was already known to the recipient before it was disclosed by (or on behalf of) the other party;
2. becomes available to the recipient on a non-confidential basis via another third party;
3. is independently developed by the recipient without using the other party’s Confidential Information; or
4. comes into the public domain in a way that does not breach this Agreement.

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 Tawaff International’s prior written consent for which e-mail will suffice. Partner agrees that Tawaff International may issue a press release or announcement about its relationship with Partner under this Agreement.

12. LIABILITY

12.1 Exclusions of Liability:

1. Availability: Each party acknowledges the difficulties inherent in the use of the internet and communication networks and technologies. 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, Tawaff International Service and/or the Partner Platform.
2. Umrah & Hajj package: Each party acknowledges that (i) all Umrah & Hajj Packages are supplied to Guests by third party suppliers and not by Tawaff International, which is only acting as a facilitator; and (ii) Tawaff International does not in any way (directly or indirectly, independently or in conjunction with any party) own, manage, operate or control any Umrah or Hajj Package. Partner excludes any and all liability in respect of Tawaff International which is related to the quality of the Umrah & Hajj Package.
3. Indirect Losses: Except with respect to liability pursuant to Clauses 12.3.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.
4. Negligent Acts or Omissions: If Tawaff International’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, Tawaff International shall not be liable for any Losses that Partner incurs as a result.

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 12.2 shall not apply to:

1. liability for death or personal injury caused by a party’s negligence;
2. Losses caused by fraud or fraudulent misrepresentation;
3. any liability under Clause 8.9, which will not exceed RM100,000 in a year;
4. 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
5. any other liability that cannot be limited or excluded under Applicable Law.

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:

1. notify the Indemnifying Party of the claim within ten (10) Business Days of becoming aware of the claim;
2. 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;
3. give the Indemnifying Party reasonable assistance in connection with the conduct of the claim (at the Indemnifying Party’s cost); and
4. 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 Tawaff International considers that Partner is in material breach of this Agreement, then Tawaff International will be entitled to suspend the availability of tawaff.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 Reservations.

14. CONSEQUENCES OF TERMINATION

14.1 Tawaff International Materials and tawaff.com Platform:

Upon termination of this Agreement, Partner will:

1. destroy, delete or upon request of Tawaff International, return all Tawaff International 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 returned.
2. 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 so.

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 (Tawaff International 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 Tawaff International:

Tawaff International may, without Partner’s consent, assign, transfer, novate or sub-contract its rights and obligations under this Agreement to: (a) any Affiliate of Tawaff International from time to time, or (b) to any purchaser of the business undertaking of Tawaff International 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 Tawaff International:

Tawaff International may, without Partner’s prior consent, subcontract the performance of administrative or other functions related to the operation of Tawaff International’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:

1. Notices may be in English or Bahasa Malaysia and sent:
   
   1. to Tawaff International, via the Partner Centre; and
   2. to Partner, via the Partner Centre, by email or by hard copy,

   unless otherwise specified between the parties.

2. Notices will be sent to Partner’s address as specified in the Partner Information. Each party may change its contact details by giving notice to the other party.
3. 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 16.6.

16.7 Timing of Notices:

Hand delivered and mailed notices will be deemed to have been given as follows:

1. if delivered personally, on delivery;
2. if sent by first-class post within the same country, two (2) Business Days after the date of posting;
3. if delivered by international recorded delivery or courier, three (3) Business Days after dispatch; and
4. 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 Tawaff International 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) Tawaff International 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. OPERATIONS & TRANSACTIONS FEE (PAYABLE TO TAWAFF INTERNATIONAL)

17.1 The 3% Operations & Transaction (O&T) fee shall be invoiced to Partner upon Guests making their online booking for Umrah or Hajj package via tawaff.com.

APPENDIX 1

TAWAFF INTERNATIONAL 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:

1. not directly or indirectly:
   
   1. offer, promise or give to any third party (including any governmental official or political party’s official, representative or candidate); or
   2. 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

2. 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:

1. 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
2. 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 evasion.

3. COMPLIANCE WITH TRADE AND ECONOMIC SANCTIONS

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

1. listed on any applicable list of sanctioned parties (including the lists of restricted parties issued by the UN, U.S., EU and UK);
2. 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
3. ordinarily resident in or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions imposed by the UN, U.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 sanctions.

4. MODERN SLAVERY, HUMAN TRAFFICKING AND HUMANRIGHTS

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 The parties represent and warrant that, for the term of this Agreement:

1. no funds (or portion thereof) that the parties may remit to each other will constitute the proceeds of crime;
2. 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
3. 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 terrorism.

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

1. all payments and transfers between Tawaff International 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
2. Partner does not use the Bank Account (or any funds transferred to or from Tawaff International) to breach Applicable Laws.

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 Tawaff International Compliance Requirements.

7. GENERAL

7.1 Partner agrees to complete and provide to Tawaff International, or any advisor to Tawaff International, any requested screening or re-screening questionnaires and/or associated documents.

7.2 Partner will immediately notify Tawaff International in the event of any actual or suspected breach of these Compliance Requirements by Partner, its Personnel or its agents or other representatives.

APPENDIX 2

TAWAFF INTERNATIONAL 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:

1. 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;
2. neither party Processes Personal Data on behalf of the other party;
3. should any situation lead the parties to jointly determine the purposes and means of a given Processing by Tawaff International 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 requests.

1.2 Personal Data shared by Tawaff International:

The parties acknowledge and agree on the following:

1. Tawaff International may share with Partner the information and Personal Data necessary in connection with this Agreement;
2. 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):
   
   1. approach, contact or solicit any Data Subject or Guest;
   2. send any direct or unsolicited mail;
   3. disclose such information or Personal Data to any third party; or
   4. use such information or Personal Data for any other commercial, promotional or marketing purposes.
3. Tawaff International 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 Tawaff International with Partner, and Tawaff International therefore cannot be held liable for the information and Personal Data shared by Tawaff International with Partner.

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, Tawaff International 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 way.

1.4 Personal Data shared by Partner:

1. If Partner shares Personal Data with Tawaff International other than through an integration as described under Clause 1.3, then the following requirements apply:
   
   1. Partner shall notify Tawaff International of the Personal Data it intends to share with Tawaff International, the purposes for which these Personal Data may be processed by Tawaff International and the means through which this Personal Data will be shared with Tawaff International;
   2. Partner shall obtain prior written confirmation from Tawaff International for the disclosure of the Personal Data;
   3. Partner shall ensure that the collection of such Personal Data and its disclosure are permitted under Technology and Data Laws; and
   4. Partner shall be entitled and warrants that it is entitled pursuant to Technology and Data Laws to disclose the Personal Data to Tawaff International, 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 Laws.
2. Tawaff International 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:
   
   1. visits or (has) visited tawaff.com website (other than through the Partner Platform) or otherwise has given consent to Tawaff International to retarget or (re)market to them prior to the parties entering into this Appendix; or
   2. has after the commencement of this Appendix given (tacit or express as applicable) consent for Tawaff International 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:

1. 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 Laws.
2. 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 Tawaff International (e.g. staff, contractors, agents).
3. For any Processing by Tawaff International 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 Tawaff International privacy statement for business partners, made available online, as may be amended by Tawaff International 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 Tawaff International and warrants that the provision to Tawaff International of such Personal Data for such purposes is lawful.

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 Laws. Partner shall not Process the Personal Data in a manner that may be detrimental to the reputation of Tawaff International or have any other negative effect on Tawaff International.

2.3 Privacy Principles:

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

1. that the Personal Data is Processed lawfully and fairly;
2. 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;
3. 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;
4. 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;
5. 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
6. that it is able to demonstrate compliance with this Clause 2.3.

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:

1. responding to requests from or notifying competent authorities (including supervisory authorities) in relation to the Tawaff International Materials and Personal Data Processed and shared in the context of this Agreement;
2. responding to requests from Data Subjects wishing to exercise their privacy rights pursuant to Technology and Data Laws; and
3. conducting any assessment to validate compliance with the Technology and Data Laws and this Appendix.

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 Informati