TERMS AND CONDITIONS

PLEASE READ THESE TERMS CAREFULLY

By browsing, visiting, accessing, using or continue to browse, visit, access or use the App, Software and/or Services, you (“Customer”) shall be deemed to have read, understood and agreed to be bound by this Terms and Conditions. This Terms and Conditions constitute a legally binding agreement between the Customer and Setlary EWA Sdn. Bhd. (“PAYD”).

The Customer Agreement, these Terms and Conditions, our Personal Data Protection Policy, our Cookie Policy, our website terms, and all documents referred to or incorporated by reference in those documents is collectively referred to as the “Agreement”.

We reserve our right to amend, revise, supplement, vary and/or terminate the Agreement at any time and from time to time by updating any such relevant page. Any changes to the Agreement shall be placed on PAYD’s website accessible by the Customer, and continuous usage of the App, Software and/or Services shall be deemed as acceptance to the changes by the Customer.

• Interpretation

1.1 In this Terms and Conditions, the following words and expressions shall have the following meaning:

Administrator: means the administrator user of the Customer as appointed by the Customer;

App: the Payd mobile application provided by PAYD, whether to the Customer or a Registered User, for the purpose of providing the Services;

Confidential Information: information that is proprietary or confidential or labelled as such or identified as Confidential Information, including but not limited to the Customer Data;

Customer Agreement: means an agreement incorporating these Terms and Conditions and the Agreement, with the effect of modifying one or more provisions herein.

Customer Data: the data provided by the Customer, Registered Users, or PAYD on the Customer's behalf, for the purpose of using the Services or facilitating the Customer's use of the Services;

Effective Date: a date mutually agreed in writing between PAYD and the Customer;

Eligible User: in respect of each Registered User, such persons not prohibited from utilising the Services as the Customer may determine, and Eligibility shall be similarly construed;

EWA Services: or Earned Wage Access Services, means the Services to enable the Customer’s employees to access and withdraw a portion of their earned salary in between scheduled paydays

Casual Worker Management Services: means the Services to enable the Customer to onboard, verify, register, monitor and review the performance of Registered Users; [dd1]

Monthly Reimbursement: the amount payable by the Customer to PAYD each month in respect of each Registered User, equal to the aggregate of all Withdrawal Amounts during such month;

Personal Data Protection Legislation: all applicable personal data protection laws including regulations, orders, binding minimum standards, codes of practice, enforcement notices and recommendations by the regulatory authority;

Registered User: each employee, subcontractor, temporary or casual worker of the Customer who registers to use the Services;

Ringgit Malaysia, Ringgit or RM: means the lawful currency of Malaysia;

Services: means, collectively, the EWA Services and the Casual Worker Management Services provided by PAYD to the Customer through the Software;

Software: the online software applications including the App provided by PAYD to the Customer or a Registered User, for the purpose of providing the Services;

Subscription Term: 36 months from the Effective Date;

Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or

part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability;

Withdrawal: each payment of earned salary or wages made by PAYD to a Registered User, pursuant to a request by such Registered User through the Software for payment of earned salary or wages in accordance with the limits and other terms and conditions prescribed by PAYD and the Customer and subject to a Customer Agreement, if any;

Withdrawal Amount: in respect of each Registered User of EWA Services, the amount paid by PAYD to such Registered User pursuant to a Withdrawal. Subject to a Customer Agreement, in respect of each Registered User of EWA Services the maximum aggregate Withdrawal Amount in respect of a particular month is 50% of earned salary or wages or Ringgit Malaysia Two Thousand (RM2,000) per Registered User, whichever is the lower or any amount fixed by the Customer, and in respect of each Registered User of Casual Worker Management Services, the maximum aggregate Withdrawal Amount in respect of a particular month or wage period is 100% of earned salary or wages or any amount fixed by the Customer; and

Withdrawal Fee: in respect of EWA Services, Registered User shall agree to pay the applicable Withdrawal Fee. These Withdrawal Fee is governed on a subscription basis, defining specific fee structures, payment intervals, and renewal frameworks, all of which will be explicitly detailed, updated, and displayed directly on the App or software at the time of each transaction. Registered User shall authorize PAYD to collect these fees directly out of each requested disbursement or via salary clearback mechanisms.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular. A reference to one gender shall include a reference to the other genders.

2.1 In consideration of the Customer procuring its employees to become a Registered User, PAYD grants the Customer a non-exclusive, non-transferable, revocable and limited right, without the right to grant sub-licences, to permit the Registered Users to use the Services within Malaysia during the Subscription Term solely for the Customer's internal business operations.

2.2 The Customer acknowledges and consents that PAYD may conduct one or more credit checks on the Customer with the Central Credit Reference Information System, CTOS Digital Berhad, Bank Negara Malaysia and any other licensed credit reporting agency (collectively referred to as the “Reporting Authorities”). The Customer shall execute and deliver the relevant documents evidencing the relevant consents if required by such Reporting Authorities.

2.3 The Customer undertakes that Administrator(s) ensure that their login credentials and password are kept secure and maintain and update the list of Eligible Users. The Customer will promptly notify PAYD of any changes to the list of Eligible Users who use the Services or of any changes as to that Registered User’s Eligibility.

3.1 Prior to the provision of Services, PAYD and the Customer may enter into one or more Customer Agreements, with the effect of modifying one or more provisions of these Terms and Conditions. Specifically, the Customer Agreement will regulate the term of the Agreement, the payment of fees and charges, as well as any regulatory and compliance matters specific to that Customer. The Customer Agreement will supersede and prevail over any inconsistent provision in these Terms and Conditions, to the extent of such inconsistency.

3.2 The Customer shall have the sole responsibility to ensure that legality, reliability, integrity, accuracy and quality of all such Customer Data that is provided to PAYD.

3.3 The Customer acknowledges and agrees that PAYD owns all data (save for personal data) collected, recorded and retrieved from the Registered Users utilising the Services. PAYD may process all personal data in accordance with applicable Personal Data Protection Legislation. PAYD may, in accordance with applicable Personal Data Protection Legislation, transfer or store such personal data outside Malaysia and may at its discretion anonymise and aggregate personal data processed for its own benefit. To the extent required by Personal Data Protection Legislation, the Customer warrants that it has all necessary consents from the data subjects for all data uploaded and transmitted through the Software and the App.

The Customer acknowledges that the Services may enable or assist the Registered Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. PAYD does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

5.1 PAYD undertakes that the Services will be performed with reasonable skill and care.

5.2 PAYD:

(a) does not warrant that:

(i) the Customer's or Registered User’s use of the Services will be uninterrupted or error-free;

(ii) the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements, are fit for any particular purpose or merchantable; or

(iii) the Software or the Services will be free from Vulnerabilities; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.1 The Customer shall:

(a) provide PAYD with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by PAYD;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations including Personal Data Protection Legislation in connection with the disclosure of the Registered User’s personal data to PAYD;

(c) appoint PAYD as their exclusive agent to deliver the Services to the Registered Users;

(d) not access, store, distribute or transmit any Viruses, or any information or material during the use of the Services that is unlawful, immoral, unethical, defamatory, disparaging or socially unacceptable;

(e) not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;

(f) not de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to machine readable form all or any part of the Software or build a product or service which is similar to or which competes with the Services; and

(g) not introduce or permit the introduction of, any Virus into PAYD's network and information systems.

6.2 In case of a breach of Clause 6.1(c), (d), (e) or (f), PAYD may in its absolute discretion disable the Customer’s or relevant Registered User’s access to the Services.

7.1 PAYD shall on a monthly basis invoice the Customer for the Monthly Reimbursement in respect of all Registered Users in accordance with this Clause 7. Subject to a Customer Agreement:

(a) in respect of EWA Services, the Customer shall make payment of such invoice on or before the Customers official pay day for the relevant period;

(b) in respect of Casual Worker Management Services, the Customer shall make payment of such invoice within three (3) calendar days of the pro-forma invoice generated as a result of the automatic computation of the Withdrawal Amount and the Withdrawal Fees (“Fee Statement”), with a tax invoice to be submitted after the Fee Statement if required,

in either case the Monthly Reimbursement’s “Due Date”.

7.2 The Customer acknowledges and agrees that the Withdrawal Fees are services fees validly accruing to PAYD from the Registered User in consideration for the Services. For EWA Services, the Customer acknowledges that PAYD may deduct the Withdrawal Fees from the payment of earned wages or salary of the Registered User, in which case the Withdrawal Amount may be deducted by an amount equivalent to the Withdrawal Fees, and for Casual Worker Management Services, the Withdrawal Fees shall be paid by the Customer together with all Monthly Reimbursement accruing in the previous month, without set-off or deduction.

7.3 If PAYD has not received the Monthly Reimbursement payable by the Customer by the Due Date:

(a) PAYD may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and PAYD shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) PAYD shall be entitled to late payment charges amounting to fifteen percent (15%) per annum calculated on a daily rest of the outstanding amount remaining unpaid. For the avoidance of doubt, PAYD shall only recognize up to 1% of the late payment charges as a form of Ta'widh (Compensation) as its income and the remaining 14%, in the form of Gharamah (Penalty), shall not be recognized as income and will be channelled to charity.

8.1 All information, data, documents and materials supplied by PAYD to the Customer for the purposes of this Agreement shall remain the exclusive property of PAYD. Nothing herein grants the Customer any rights, title, licence or interests in the intellectual property rights of PAYD (including the Software and any improvement, additions or derivative works therefrom).

9.1 Each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or

use the other's Confidential Information for any purpose other than the implementation of this Agreement and shall procure their employees and agents comply with this Clause 9, unless such disclosure is with the prior written approval of the other party or is required under any applicable law or securities exchange.

9.2 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, the App, the Software and their source and object codes, constitute PAYD's Confidential Information.

9.3 The above provisions of this Clause 9 shall survive termination of this Agreement, however arising.

(a) PAYD shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to PAYD by the Customer in connection with the Services, or any actions taken by PAYD at the Customer's direction.

(b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

(c) The Services, Software, and the App are provided to the Customer on an "as is" and “as-available” basis.

(d) PAYD's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, howsoever arising in connection with the performance or contemplated performance of this Agreement shall be limited to the aggregate of Withdrawal Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

(e) The Customer agrees to indemnify and hold PAYD, its officers, agents and permitted assigns, harmless from and against any claims for loss or damages howsoever arising out of (i) its use or a Registered User’s use of the Services, the Software or the App, and (ii) a breach by the Customer or a Registered User of any provision of this Agreement (including a Customer Agreement). The liability under

the foregoing indemnity shall not be subject to limitation and shall survive the termination of the Services or the Agreement.

11.1 Subject to a Customer Agreement, this Agreement shall, unless otherwise terminated as provided in this Clause 11, commence on the Effective Date and shall continue for the Subscription Term and, thereafter, this Agreement may be automatically renewed for successive period of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement;

and for the avoidance of doubt, any subsequent Renewal Periods shall constitute the Subscription Term.

11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this Agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

(e) the other party enters into any amalgamation, scheme of arrangement or compromise with its creditors or suffers the appointment of an administrator, receiver or liquidator;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

(g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 11.2(d) to (f) (inclusive);

(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(i) there is a failure by the Customer to satisfy PAYD’s know your customer requirements.

11.3 The Customer acknowledges that any outstanding Monthly Reimbursements represent wages due to its employees and as such, PAYD has to the extent permitted under the law, priority over any unsecured debts of the Customer in accordance with section 527 of the Companies Act 2016 (Act 777) (liquidation preference) in the event of an occurrence of any event in clause 12.3(a liquidation event).

11.4 In a liquidation event, PAYD shall be entitled to a cash repayment in full for all Monthly Reimbursements together with the unpaid late payment charges as permitted under this Agreement accruing thereon on a daily basis from the due date until the date of such amounts are paid, prior to any distribution whether of dividends or otherwise to any member or shareholder of the Customer and in priority over all other creditors and to the extent permitted by law, in priority over all other secured creditors of the Customer.

11.5 On termination of this Agreement, the Customer shall immediately cease all use of the App, Software and the Services. In the event of termination prior to expiry of the Subscription Term, the Customer shall pay PAYD RM5,000 for every full or partial year remaining in the Subscription Term, within three days of written request by PAYD.

PAYD shall have no obligations and liability to the Customer under this Agreement when prevented by a force majeure event. A force majeure event shall mean any

event, circumstances, acts, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of PAYD or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, epidemics or pandemics, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. For the avoidance of doubt, force majeure may include any order or regulation promulgated under the Prevention and Control of Infectious Diseases Act 1988 (Act 342) or the National Security Council Act 2016 (Act 776).

13.1 Time is of the essence including in respect of the performance of this Agreement.

13.2 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.3 This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements relating to the subject matter of this Agreement.

13.4 Neither party is permitted to assign or vary any of its rights or obligations under this Agreement without the prior written consent of the other Party.

13.5 Nothing in this Agreement is intended to or shall operate to create a partnership, agency or joint venture between the Parties.

13.6 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or recorded delivery post to the other party at its address set out in this Agreement, or sent by electronic mail by a party.

13.7 This Agreement shall be governed by and construed in accordance with the laws of Malaysia.