Summary of this Agreement
This summary is provided for convenience only. It does not form part of the Agreement and does not affect its interpretation.
- This Agreement governs a business's use of native.cards to run Programs, issue Wallet Cards and reach its Members.
- The Merchant owns its relationship with its Members and is responsible for its Programs, its rewards and what it tells its Members. Platehaus supplies the technology.
- For Member Data, the Merchant is the data controller and Platehaus is its data processor under the Data Processing Agreement. Platehaus is a data controller in its own right for account, security and platform data.
- Wallet Cards are issued through Apple Wallet and Google Wallet, ordinarily under Platehaus's own credentials with Apple and Google. Those services belong to Apple and Google and are outside Platehaus's control. If Apple or Google restricts, suspends or withdraws them, Platehaus is not liable. Schedule 3 sets this out in full.
- Certain content is not allowed at all, including alcohol, tobacco, gambling, explicit content and religious content, even where the business may lawfully deal in it elsewhere. Publishing it allows immediate suspension or termination.
- New content is reviewed before it reaches Members. Platehaus may refuse, pause or remove content, Programs and accounts in the circumstances set out in clauses 12 and 23.
- Fees are those on the Pricing Page or in an Order Form. Plans are priced per Outlet and include a number of Active Members each month; Active Members beyond that are charged as Usage Fees, and no Fee is charged per Notification (clause 14).
- Liability is limited as set out in clause 21. Malaysian law governs, and the courts of Malaysia have jurisdiction (clause 28).
Part A — The Agreement
1. Parties and acceptance
1.1 This Merchant Agreement is made between:
(a) Platehaus Sdn. Bhd. (Registration No. 1646457-T), a company incorporated in Malaysia with its business address at CT-06-21 Subang Square Corporate Tower, Jalan SS15/4G, SS15, 47500 Subang Jaya, Selangor Darul Ehsan, Malaysia, which operates the native.cards platform ("Platehaus", "we", "us" or "our"); and
(b) the business, organisation or other person identified in the business application submitted through the Platform or in an Order Form ("Merchant", "you" or "your").
1.2 You accept this Agreement, and it becomes binding on you, on the earliest of the date on which you:
(a) tick or click a box or button indicating acceptance of this Agreement;
(b) submit a business application through the Platform;
(c) sign or otherwise accept an Order Form that refers to this Agreement; or
(d) first use any part of the Services,
(the "Effective Date").
1.3 The individual who accepts this Agreement on behalf of the Merchant represents and warrants that he or she: (a) has attained the age of eighteen (18) years; (b) has full authority to bind the Merchant to this Agreement; and (c) has read and understood this Agreement. Where that individual has no such authority, he or she shall be personally bound by, and personally liable under, this Agreement.
1.4 The Services are offered solely to persons acting in the course of a trade, business, profession or organisational activity. You represent and warrant that you are entering into this Agreement for such purposes and not as a consumer within the meaning of the Consumer Protection Act 1999.
1.5 If you do not agree to this Agreement, you must not submit a business application and must not access or use the Services.
1.6 "native.cards" is the name of the Platform, and a brand and trade mark under which Platehaus provides the Services. native.cards is not a separate company or legal entity. Every reference to "native.cards" in the Platform, the Documentation, a Wallet Card, an invoice, a notice or any other communication, and every statement that native.cards does or will do anything, is a reference to Platehaus, which is the contracting party under this Agreement and the issuer of record of Wallet Cards issued under clause 8.1.
2. Definitions and interpretation
2.1 In this Agreement, unless the context otherwise requires:
"Acceptable Use and Content Policy" means the policy of that name published in the Legal Centre, as amended from time to time in accordance with clause 25.
"Active Member" means a Member in respect of whom at least one award or redemption of points, stamps, visits, rewards or other benefits under a Program of the Merchant is recorded through the Services in a calendar month, determined by Malaysian time. A Member is counted once in a calendar month however many awards or redemptions are recorded for him or her in that month. A Member who in that month only joins, receives a Notification, or views or adds a Wallet Card is not an Active Member for that month.
"Account" means the Merchant's workspace on the Platform, including its dashboard, Programs, Outlets, settings and the user accounts of its Authorised Users.
"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty per cent (50%) of the voting shares or the power to direct the management and policies of the entity.
"Agreement" means this Merchant Agreement, its Schedules, each Order Form, and the documents incorporated by reference under clause 3.1.
"Applicable Law" means all laws, statutes, subsidiary legislation, regulations, by-laws, orders, mandatory codes, standards and guidelines having the force of law, and binding decisions of any court, tribunal or Regulator, that apply to a party, to the Services, to a Program or to the Merchant's business from time to time, including the PDPA, the Consumer Protection Act 1999, the Communications and Multimedia Act 1998, the Trade Descriptions Act 2011, the Contracts Act 1950 and the Electronic Commerce Act 2006.
"Authorised User" means an individual whom the Merchant permits to access the Account, including its owner, administrators, managers, team members and Counter staff, whether an employee, agent or contractor of the Merchant.
"Account Closure" means the permanent closing of the Merchant's Account, whether by the Merchant or by Platehaus, on the termination or expiry of this Agreement, with the consequences in clause 24.
"Beta Feature" means any feature, integration or functionality that we identify as beta, preview, pilot, early access, experimental or by a similar description.
"Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of Selangor or the Federal Territory of Kuala Lumpur.
"Card Contact Details" means the business name, address, telephone number and support email address that the Merchant supplies for display on its Wallet Cards.
"Confidential Information" has the meaning given in clause 17.1.
"Counter" means the Platform tools used at the Merchant's point of service to identify a Member and to record, award, redeem, admit or otherwise act on that Member's Wallet Card or membership, including the scanner and door modes.
"Data Processing Agreement" or "DPA" means the data processing agreement published in the Legal Centre, which forms part of this Agreement.
"Documentation" means the how-to guides, technical documentation, in-product instructions and usage rules that we make available for the Services from time to time.
"Family Account" means the Platform feature by which Members of the same Program may link their memberships in order to collect and use Program benefits together, to the extent the Merchant enables it.
"Fees" means the charges payable by the Merchant for the Services as set out in the applicable Plan, the Pricing Page or an Order Form.
"Force Majeure Event" has the meaning given in clause 22.1.
"Included Usage" means the quantity of a measure of use of the Services, such as Active Members, that a Plan includes for its recurring Fees in each calendar month, for each Outlet or otherwise, as stated on the Pricing Page or in an Order Form.
"Insolvency Event" means, in relation to a party, that the party: is unable or admits its inability to pay its debts as they fall due; has a receiver, receiver and manager, judicial manager, liquidator, provisional liquidator or similar officer appointed over it or any substantial part of its assets; enters into a scheme of arrangement, corporate voluntary arrangement or composition with its creditors (other than for a solvent reconstruction); has a winding-up petition presented against it that is not dismissed within thirty (30) days, or passes a resolution for its winding up; being an individual or a partnership, commits an act of bankruptcy or is adjudged bankrupt; or suffers any analogous event in any jurisdiction.
"Integration" means a connection, made available through the Platform and enabled by the Merchant, between the Account and a Third-Party Service.
"Intellectual Property Rights" means patents, utility innovations, rights in inventions, copyright and related rights, trade marks, service marks, trade names, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, industrial designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, including all applications, renewals and extensions, and all similar or equivalent rights in any part of the world.
"Legal Centre" means the section of the Platform at https://native.cards/legal (or any successor location we notify) at which the documents forming part of this Agreement are published.
"Member" means an individual who joins, is enrolled in, is invited to, or holds a Wallet Card, membership, identification, ticket, pass, policy card or other record under a Program of the Merchant, and includes a person who has applied to join and a former Member.
"Member Data" means Personal Data relating to Members that is collected, received, generated or otherwise processed through the Services for the Merchant's Programs, as more particularly described in the DPA.
"Merchant Content" means all information, text, names, trade marks, logos, artwork, photographs, images, card designs, page designs, offers, rewards, Program rules, Program Terms, Notifications, links, location details and other materials that the Merchant or its Authorised Users submit, upload, create or publish through the Services, excluding Platehaus Materials.
"Merchant Privacy Notice" means the privacy notice that the Merchant gives to its Members in respect of a Program, as required by the PDPA.
"Notification" means a message, alert, update or other communication sent through the Services to a Member on the Merchant's behalf, including a message displayed on or by a Wallet Card and an email.
"native.cards" has the meaning given in clause 1.6.
"Order Form" means an ordering document, quotation, proposal or online order that is issued or accepted by us, refers to this Agreement and sets out the Services, Plan, Fees, term or other commercial terms agreed with the Merchant.
"Outlet" means a shop, branch, venue, premises, online store or other place, physical or online, of the Merchant at or through which Members earn or use benefits under a Program.
"PDPA" means the Personal Data Protection Act 2010 of Malaysia (Act 709), as amended (including by the Personal Data Protection (Amendment) Act 2024), together with all regulations, orders, standards, codes of practice and guidelines made or issued under it.
"Personal Data" has the meaning given to "personal data" in the PDPA.
"Plan" means a package or tier of Services, with its associated Fees, limits and features, as described on the Pricing Page or in an Order Form.
"Platehaus Materials" means the Platform, the Services, the Documentation, the Templates, and all software, source and object code, interfaces, designs, layouts, illustrations, card and page templates, catalogues, workflows, algorithms, know-how, data models, reports formats, educational content (including articles, guides and videos), trade marks (including "native.cards") and other materials made available by or on behalf of Platehaus, together with all modifications, enhancements and derivative works of any of them, but excluding Merchant Content and Member Data.
"Platform" means the native.cards websites, web applications, dashboards, Counter tools, Member-facing pages (including pages served at a Web Address), application programming interfaces and related systems operated by or for Platehaus.
"Pricing Page" means the page or pages of the Platform on which we publish our Plans and Fees from time to time.
"Program" means a membership, loyalty, rewards, offers, referral, identification, ticketing, event, transit, boarding, insurance, policy or other card program that the Merchant creates or operates through the Services.
"Platform Discontinuance" means Platehaus ceasing to operate the Platform, or ceasing to provide a Service to merchants generally, under clause 23.5.
"Program Closure" means the permanent ending of a Program, whether by the Merchant or by Platehaus under this Agreement, with the consequences in clause 10.9.
"Program Terms" means the terms and conditions that apply between the Merchant and its Members in respect of a Program, as published by the Merchant through the Platform.
"Regulator" means any governmental, statutory or regulatory body or authority having jurisdiction over a party or the subject matter of this Agreement, including the Personal Data Protection Commissioner of Malaysia.
"Provider Action" has the meaning given in Schedule 3.
"Services" means the services, features and functionality of the Platform that we make available to the Merchant under this Agreement, as described in Schedule 1 and the Documentation, including any support we provide.
"Suspension" means a temporary restriction of access to all or part of the Services under clause 23.2, which may be lifted, and which is not a Program Closure or an Account Closure.
"Templates" means the card designs, page designs, illustrations, artwork, print and QR material designs, wording templates and other ready-made materials that we make available within the Platform for the Merchant's use.
"Term" has the meaning given in clause 23.1.
"Third-Party Service" means any product, service, software, platform, network or content that is not provided by Platehaus, including the services of the Wallet Providers, point-of-sale and e-commerce systems, social media and advertising platforms, business listing services, design tools and automation tools.
"Usage Fees" means Fees calculated by reference to use of the Services in excess of the Included Usage, at the rates stated on the Pricing Page or in an Order Form.
"Wallet Card" means a digital card, pass, ticket, identification or similar item that is created through the Services and may be saved to or presented from a Wallet Provider's wallet application, or presented through a Member-facing page of the Platform.
"Wallet Provider" means Apple Inc., Google LLC and their respective Affiliates, in their capacity as providers of Apple Wallet and Google Wallet, and any other provider of a digital wallet that the Services support from time to time.
"Web Address" means a name within the native.cards domain (for example, business.native.cards) that is allocated to the Merchant for its Member-facing pages.
2.2 In this Agreement, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) words in the singular include the plural and vice versa, and a reference to one gender includes all genders;
(c) "person" includes an individual, a body corporate, a partnership, a limited liability partnership, a society, an association, a trust and any other entity, whether or not having separate legal personality;
(d) "including", "includes", "in particular" and similar expressions are illustrative and do not limit the generality of the words preceding them;
(e) a reference to a statute or statutory provision is a reference to it as amended, extended, consolidated or re-enacted from time to time and includes all subsidiary legislation made under it;
(f) a reference to "writing" or "written" includes email and other electronic communications made through the Platform;
(g) a reference to a clause or Schedule is to a clause of, or Schedule to, this Merchant Agreement;
(h) a reference to a document published in the Legal Centre is to that document as amended from time to time in accordance with this Agreement;
(i) an obligation not to do something includes an obligation not to permit or suffer it to be done; and
(j) no rule of construction applies to the disadvantage of a party on the basis that the party prepared this Agreement or any part of it.
3. Agreement documents and precedence
3.1 The following documents, each as published in the Legal Centre, are incorporated into and form part of this Agreement:
(a) the Data Processing Agreement;
(b) the Acceptable Use and Content Policy;
(c) the list of Sub-processors; and
(d) the Privacy Notice, to the extent that it describes how we process Personal Data as a data controller.
3.2 The native.cards Terms of Use apply to each individual who uses the Platform, including each Authorised User, in his or her personal capacity. As between the Merchant and Platehaus, this Agreement prevails over the Terms of Use.
3.3 If there is any conflict or inconsistency between the documents forming this Agreement, the following order of precedence applies, the earlier prevailing over the later:
(a) an Order Form, but only in respect of the commercial matters it addresses and only where it expressly identifies the provision of this Agreement that it varies;
(b) the Data Processing Agreement, in respect of the processing of Member Data;
(c) the clauses of this Merchant Agreement;
(d) the Schedules to this Merchant Agreement (and, in respect of the issue of Wallet Cards and any Provider Action, Schedule 3 prevails over the clauses of this Merchant Agreement other than clause 21.1);
(e) the Acceptable Use and Content Policy; and
(f) the Documentation.
3.4 No terms or conditions set out in or referred to in the Merchant's purchase order, vendor registration form, procurement portal or other document shall form part of this Agreement or bind Platehaus, even if signed or acknowledged by us, unless expressly incorporated by an Order Form signed by a director or authorised signatory of Platehaus.
Part B — Access to the Services
4. Application, verification and approval
4.1 Access to the Services is subject to our approval of the Merchant's business application. The Merchant shall supply, and shall keep current, complete and accurate, all information that we request in the application and from time to time, including its legal name, trading name, business registration number, line of business, contact details, the address of its main Outlet and its Card Contact Details.
4.2 The Merchant authorises us to verify the information it supplies, including against the records of the Companies Commission of Malaysia and other public sources, and to request such further documents or evidence as we reasonably require in order to confirm the Merchant's identity, legal standing, authority, and right to use any name, brand or content.
4.3 We may, in our discretion and without liability, approve, decline, defer or attach conditions to any business application, and we are not obliged to give reasons. Approval of an application is not a representation by us as to the Merchant's standing, lawfulness, creditworthiness or compliance with Applicable Law.
4.4 The Merchant shall notify us promptly, and in any event within fourteen (14) days, of any change to the information supplied under clause 4.1, of any change of control of the Merchant, and of any Insolvency Event affecting it.
4.5 The Merchant acknowledges that we may be required by the Consumer Protection (Electronic Trade Transactions) Regulations 2024 and other Applicable Law to obtain, verify and retain particulars of persons who offer goods or services through the Platform, and shall supply such particulars on request. The Merchant shall ensure that its business page displays its name, its business registration number where it has one, its email address, its telephone number and the address of its place of business, and shall comply with all disclosure obligations that apply to it as a person supplying goods or services by electronic means.
5. The Services
5.1 Subject to the Merchant's compliance with this Agreement and payment of all applicable Fees, we shall make the Services available to the Merchant during the Term in accordance with this Agreement and, in all material respects, the Documentation.
5.2 We shall provide the Services with reasonable skill and care. Subject to clause 5.3, we shall use commercially reasonable efforts to make the Platform available at all times, save for: (a) planned maintenance; (b) emergency maintenance or action that we reasonably consider necessary to protect the security, integrity or lawful operation of the Platform; and (c) unavailability caused by a Force Majeure Event, a Third-Party Service or a Wallet Provider.
5.3 Unless an Order Form expressly sets out a service level and a remedy for failing to meet it, we do not commit to any particular level of availability, response time, resolution time, recovery time or delivery time, and no such commitment shall be implied from the Documentation, our marketing materials or any course of dealing.
5.4 We may at any time add to, modify, replace or withdraw any feature or functionality of the Services. Where a change will materially reduce the core functionality of a Service for which the Merchant pays Fees, we shall give the Merchant not less than thirty (30) days' prior notice, unless the change is required sooner by Applicable Law, a Regulator, a Wallet Provider or a security concern, and the Merchant may terminate the affected Service under clause 23.3(c).
5.5 Beta Features are made available on an "as is" and "as available" basis, for evaluation only, without any warranty, support or availability commitment. We may change, suspend or withdraw a Beta Feature at any time without notice. The Merchant uses a Beta Feature at its own risk, and our liability arising out of or in connection with a Beta Feature is subject to clause 21.
5.6 We shall provide support for the Services through the channels and during the hours published on the Platform from time to time, and as further described in Schedule 1.
5.7 The Merchant is solely responsible for: (a) obtaining and maintaining the devices, operating systems, browsers, cameras, scanners, printers, internet connectivity and other equipment needed to use the Services; (b) determining whether the Services are suitable for its purposes; and (c) the configuration it applies to its Account and Programs.
5.8 The Merchant acknowledges that the educational content we publish (including articles, how-to guides, videos and documentation) is general information only. It is not legal, tax, accounting, regulatory or other professional advice, and the Merchant shall obtain its own advice before relying on it.
6. Account, Authorised Users and security
6.1 The Merchant is responsible for all access to and use of its Account, and for all acts and omissions of its Authorised Users, as if they were the Merchant's own. The Merchant shall ensure that each Authorised User complies with this Agreement and with the Terms of Use.
6.2 The Merchant shall:
(a) grant each Authorised User only the role, Outlet access and permissions that he or she needs;
(b) ensure that each Authorised User has his or her own login credentials and Counter personal identification number, and that these are kept confidential and are not shared;
(c) ensure that each Authorised User who is an owner or administrator of the Account sets up two-step verification within fourteen (14) days of taking that role, and enable and maintain it for every other Authorised User for whom the Platform requires or offers it;
(d) promptly remove the access of any Authorised User who ceases to be engaged by the Merchant or no longer requires access;
(e) keep the devices used to access the Services secure and free of malicious software; and
(f) notify us without undue delay, and in any event within twenty-four (24) hours of becoming aware, at admin@native.cards of any actual or suspected unauthorised access to or use of the Account, loss or compromise of credentials, or other security incident affecting the Services.
6.3 We are entitled to treat any instruction, submission, approval, redemption, adjustment or other action taken through the Account using valid credentials as having been authorised by the Merchant, and the Merchant shall be bound by it, unless and until we have received notice under clause 6.2(f) and have had a reasonable opportunity to act on it.
6.4 The individual registered as the owner of the Account controls it, including the appointment and removal of other Authorised Users. In any dispute as to who is entitled to control an Account, we may, without liability, rely on the Merchant's public registration records and on such evidence of authority as we reasonably require, and may suspend access to the Account until the dispute is resolved to our reasonable satisfaction.
6.5 The Merchant shall not, and shall not permit any person to: (a) access the Services other than through the interfaces we provide; (b) circumvent, disable or interfere with any security, authentication, rate-limiting, role, Outlet or tenant-isolation control; (c) access or attempt to access the data or account of any other merchant; or (d) use a Member's identifier, Wallet Card code or telephone number other than to serve that Member under the Merchant's own Program.
7. Web Addresses
7.1 We may allocate one or more Web Addresses to the Merchant. A requested Web Address takes effect only upon our approval. We may refuse, or approve with modification, any requested name, including where it is reserved, is confusingly similar to the name or mark of another person, is misleading, offensive or unlawful, or does not correspond to the Merchant's own name or brand.
7.2 A Web Address is licensed to the Merchant for use with the Services during the Term. It is not sold or assigned, and the Merchant acquires no proprietary right, title or interest in it or in the native.cards domain.
7.3 We may suspend, change, reallocate or withdraw a Web Address: (a) where we receive a credible complaint, or otherwise reasonably believe, that it infringes or misuses the rights of another person; (b) where it is used to impersonate or mislead; (c) where required by Applicable Law, a court, a Regulator or a domain authority; (d) for technical or security reasons; (e) where the Account has been suspended or terminated; or (f) on not less than thirty (30) days' notice for any other reason. Where practicable, we shall give the Merchant prior notice and shall keep links to the former address redirecting for a reasonable period.
7.4 Printed and published links and QR codes generated through the Services resolve through the Platform. We do not warrant that any link or QR code will continue to resolve after the termination of this Agreement, the closure of the relevant Program, or the withdrawal of a Web Address under clause 7.3.
8. Wallet Cards and Wallet Providers
8.1 Platform provider. Unless otherwise agreed in an Order Form, Platehaus, as the Merchant's platform provider, issues the Merchant's Wallet Cards using Platehaus's own Apple Wallet and Google Wallet credentials. Those credentials, and all certificates, keys, identifiers and issuer accounts associated with them, are and remain the property and Confidential Information of Platehaus. The Merchant has no right to receive, access, export or use them. Schedule 3 sets out in full how Wallet Cards are issued, under whose credentials, what that means for the Merchant, and how the risk of any action by a Wallet Provider is allocated. The Merchant confirms that it has read and understood Schedule 3.
8.2 Brand permission. The Merchant authorises Platehaus, for the Term and for so long afterwards as Wallet Cards remain in the possession of Members, to: (a) create, sign, issue, distribute, update, expire and revoke Wallet Cards bearing the Merchant's names, trade marks, logos, artwork and other Merchant Content; (b) submit that Merchant Content to the Wallet Providers; and (c) present the Merchant to the Wallet Providers and to Members as the business to which those Wallet Cards relate. The Merchant represents and warrants, on a continuing basis, that it owns or is duly licensed to use, and to authorise Platehaus and the Wallet Providers to use, all such Merchant Content for those purposes.
8.3 Card Contact Details. The Merchant shall supply accurate Card Contact Details and keep them current. The Merchant acknowledges that: (a) Card Contact Details are displayed to Members on Wallet Cards so that Members may direct their questions, complaints and claims to the Merchant; (b) we may review, correct or return Card Contact Details before they are used; and (c) the Merchant, and not Platehaus, is responsible for responding to Members who use them.
8.4 Merchant credentials. Where it is agreed that Wallet Cards are to be issued under the Merchant's own Wallet Provider credentials, Part C of Schedule 3 applies, and the Merchant shall: (a) maintain its Wallet Provider accounts in good standing and comply with the Wallet Provider's terms; (b) supply and renew the certificates, keys and other credentials that the Services require; and (c) bear the consequences of any lapse, revocation or suspension of those credentials. We shall hold such credentials in accordance with the security measures described in the DPA.
8.5 Dependence on Wallet Providers. The Merchant acknowledges and agrees that:
(a) Apple Wallet, Google Wallet and the devices and operating systems on which they run are Third-Party Services owned and controlled by the Wallet Providers, each of which may change, restrict, suspend or discontinue its service, its technical requirements or its policies at any time;
(b) whether, when and how a Wallet Card, an update or a Notification is accepted, delivered, displayed, positioned, sounded, retained or removed on a Member's device is determined by the Wallet Provider, the device, its settings and its connectivity, and not by Platehaus;
(c) a Member may remove a Wallet Card, or switch off its notifications or automatic updates, at any time, and Platehaus may not be informed that the Member has done so;
(d) once a Wallet Card has been issued, Platehaus cannot guarantee that it will be removed from a Member's device, although Platehaus can mark it as expired or void and cease to update it; and
(e) Platehaus shall not be liable for any act, omission, delay, change of policy, suspension or discontinuance of a Wallet Provider, provided that Platehaus has itself complied with the Wallet Provider's requirements that apply to it.
8.6 Wallet Provider requirements. The Merchant shall comply with, and shall not cause Platehaus to breach, the terms, policies, content rules and brand guidelines of each Wallet Provider that apply to Wallet Cards and to the use of the Wallet Provider's names, badges and marks, as reflected in the Acceptable Use and Content Policy and the Documentation. In particular, the Merchant shall not: (a) charge a Member a fee for adding a Wallet Card to a wallet or for using the wallet to access it (a fee for the membership itself, where the Program Terms provide for one, is not such a fee); (b) state or imply that a Wallet Provider sponsors, endorses or is responsible for the Merchant, its Program or its Wallet Cards; (c) use data obtained from or through a Member's Wallet Card otherwise than for the operation of the Program to which it relates; or (d) link such data with other user or device data for the purpose of targeted advertising or advertising measurement, or disclose it to any data broker.
8.7 Wallet Providers' rights. The Merchant acknowledges that each Wallet Provider may review, refuse, suspend or revoke any Wallet Card at any time under its own terms, and may use screenshots of, and the names, trade marks and logos appearing on, Wallet Cards in order to promote its wallet service. The Merchant grants the permissions necessary for that purpose and shall notify us in writing of any Merchant Content that is not cleared for such use.
8.8 Authoritative record. The records of a Program maintained on the Platform are the authoritative record of each Member's membership, balance, entitlement, status and history. A Wallet Card, a preview, a screenshot, a printed copy and a Notification are representations of that record at a point in time and may lag behind it. The Merchant shall not treat, or represent to Members, any such representation as conclusive.
8.9 Nature of Wallet Cards. Unless Platehaus has expressly agreed otherwise in an Order Form, a Wallet Card issued through the Services: (a) is not a payment instrument, stored-value instrument, electronic money, gift card redeemable for cash, security or financial product; (b) is not an identity document issued or recognised by any government; and (c) is evidence only of the Member's status in the Merchant's Program as recorded on the Platform. Platehaus does not verify the identity of any Member or the truth of any information that the Merchant or a Member places on a Wallet Card.
9. Notifications and communications with Members
9.1 The Merchant is the sender. Each Notification is sent on the Merchant's behalf and at the Merchant's direction. The Merchant, and not Platehaus, is the sender of each Notification for the purposes of Applicable Law and is responsible for its content, its recipients, its timing and its lawfulness.
9.2 Standards. The Merchant shall send Notifications only: (a) to Members of its own Program, through that Program's Wallet Card or to the contact details given by the Member for that Program; (b) about that Program or the Merchant's own goods, services and offers; (c) where the Member has given, and has not withdrawn, any consent that Applicable Law or the Platform requires for a Notification of that kind; and (d) in accordance with the notification standards in the Acceptable Use and Content Policy.
9.3 Platform safeguards. The Merchant acknowledges that the Services apply safeguards to Notifications, which may include review of wording before first use, automated checks, limits on the number of Notifications that may be delivered to a Wallet Card within a period, restrictions on links, and suppression of Notifications to Members who have withdrawn consent or closed their membership. The Merchant shall not circumvent or attempt to circumvent any safeguard. The safeguards are operated for the protection of Members, the Wallet Providers and the Platform; they do not relieve the Merchant of its own responsibility under clause 9.1, and we give no warranty that they will prevent every unlawful, inaccurate or unwanted Notification.
9.4 Members' choices. The Merchant shall honour each Member's choices as to the Notifications he or she receives, as recorded on the Platform or otherwise communicated to the Merchant, and shall not make the receipt of marketing a condition of membership except to the extent Applicable Law permits.
9.5 No guarantee of delivery. A Notification is recorded as delivered when the relevant Wallet Provider or email service accepts it. Acceptance is not proof that the Notification was displayed to, seen by or read by the Member, and we give no warranty to that effect.
9.6 Service communications by Platehaus. We may send to Members, in our own name, such communications as are necessary to operate the Platform, including sign-in codes, security alerts, confirmations of joining or leaving, and notices required by Applicable Law. We shall not use Member Data to market the goods or services of Platehaus or of any other merchant to a Member, except where the Member has separately asked us to.
10. Programs, Members and Program Terms
10.1 The Merchant's Programs. Each Program is the Merchant's own. The Merchant is solely responsible for the design, rules, lawfulness, operation and funding of each Program, for every reward, benefit, offer, discount, ticket, admission, entitlement and promise made under it, and for the supply of all goods and services to Members. Platehaus is not a party to any contract or other relationship between the Merchant and a Member, is not the supplier of any reward, goods or services, and acts solely as the provider of technology to the Merchant.
10.2 Program Terms and Merchant Privacy Notice. Before a Program is opened to Members, and at all times while it is open, the Merchant shall publish through the Platform: (a) Program Terms that state clearly and accurately how Members join, how benefits are earned, used and lost, any expiry, and how the Program may be changed or ended; and (b) a Merchant Privacy Notice that complies with the PDPA. Where we make available Templates for either document, the Merchant may adopt or adapt them, but the Merchant alone is responsible for ensuring that the published documents are accurate, complete, lawful and suitable for its Program, and we give no warranty in that regard.
10.3 Honouring Programs. The Merchant shall: (a) operate each Program in accordance with its Program Terms and Applicable Law; (b) honour all benefits validly earned by Members; (c) not change Program Terms so as to remove or materially reduce benefits already earned without giving Members reasonable prior notice and a reasonable opportunity to use them; and (d) deal promptly and fairly with Members' enquiries, complaints and requests.
10.4 No stored value. The Merchant shall not use the Services to issue, sell, top up, store, transfer or redeem monetary value, or any point, credit or unit that is purchased for money, denominated in currency, redeemable for cash, transferable between persons, or capable of being used to pay any person other than the Merchant that issued it, and shall not operate any Program in a manner that would require the Merchant or Platehaus to be approved, licensed or registered under the Financial Services Act 2013, the Islamic Financial Services Act 2013, the Money Services Business Act 2011 or any similar law, unless Platehaus has expressly agreed in an Order Form and all necessary approvals are held.
10.5 Regulated and restricted Programs. Where a Program relates to an activity that requires a licence, registration, approval or qualification under Applicable Law (including insurance and takaful, financial services, healthcare, education, transport, travel, the sale of age-restricted goods, and promotional contests), the Merchant represents and warrants that it holds, and shall maintain, every such licence, registration, approval and qualification, and shall produce evidence of it on request.
10.6 Identification Programs. Where the Merchant uses the Services to issue identification, staff, student, membership or access cards: (a) the Merchant is responsible for verifying the identity and entitlement of each holder and for the accuracy of every detail and photograph on the card; (b) the Merchant shall not present any such card as a government-issued or officially recognised identity document; and (c) the Merchant shall give each holder the notices, and obtain from each holder the consents, that Applicable Law requires, including in respect of photographs.
10.7 Counter operations. The Merchant is responsible for every award, redemption, adjustment, correction, admission and other entry made by its Authorised Users at the Counter or in the dashboard. The Merchant shall ensure that such entries reflect genuine transactions and events, and shall investigate and correct any error or suspected misuse. Platehaus shall have no liability for benefits wrongly awarded, redeemed or withheld by reason of the acts or omissions of the Merchant or its Authorised Users.
10.8 Family Accounts and referrals. Where the Merchant enables Family Accounts, referrals or similar features, the Merchant is responsible for setting their rules within the options the Platform provides, for stating those rules in its Program Terms, and for ensuring that any referral arrangement is lawful and is not operated as, or as part of, a pyramid scheme or a scheme prohibited by the Direct Sales and Anti-Pyramid Scheme Act 1993.
10.9 Program Closure. Before a Program Closure by the Merchant, or allowing this Agreement to end while a Program remains open, the Merchant shall give Members such notice as its Program Terms and Applicable Law require, being in any event not less than thirty (30) days where Members hold unused benefits, and shall give Members a reasonable opportunity to use those benefits. On a Program Closure, however it arises: (a) the Program accepts no new Members; (b) no further benefits are earned or redeemed through the Services; (c) the Program's Member-facing pages are unpublished and its Notifications cease; (d) its Wallet Cards cease to be updated and may be marked as expired or void; (e) Member Data for that Program is retained and deleted in accordance with the DPA; and (f) the Merchant remains solely liable to Members for benefits outstanding. A Program Closure is permanent: a closed Program is not reopened, and a new Program is subject to fresh review.
10.10 Members' own accounts. The Merchant acknowledges that a Member may hold an account with native.cards through which the Member signs in and views his or her memberships with the Merchant and with other merchants, and that such an account is governed by the Terms of Use between the Member and Platehaus. Nothing in this Agreement gives the Merchant any right in or over a Member's native.cards account.
11. Integrations and Third-Party Services
11.1 The Services may enable the Merchant to connect its Account to Third-Party Services. The Merchant's use of a Third-Party Service is governed solely by the Merchant's agreement with its provider. Platehaus is not a party to that agreement, does not control the Third-Party Service and, save as expressly provided in this Agreement, accepts no responsibility for it.
11.2 By enabling an Integration, the Merchant: (a) instructs and authorises Platehaus to exchange with the Third-Party Service the data that the Integration requires, which may include Member Data; (b) represents and warrants that it is entitled to give that instruction and to grant Platehaus access to its account with the Third-Party Service; (c) is responsible for ensuring that the exchange is lawful, including by giving any notice to and obtaining any consent from Members; and (d) shall comply with the terms of the Third-Party Service.
11.3 Where an Integration transmits data relating to Members to an advertising, social media or measurement platform, the Merchant shall ensure that it does so only in respect of Members who have given, and have not withdrawn, the consent required by Applicable Law and by the terms of that platform.
11.4 We may suspend, modify or withdraw an Integration at any time, including where the provider of the Third-Party Service changes its terms, its interfaces or its pricing, or ceases to make the service available on terms acceptable to us. We do not warrant that any Integration will remain available or will operate without interruption or error.
11.5 Where we make available an application programming interface, webhook, key or developer tool, the Merchant shall: (a) use it only in accordance with the Documentation and any usage limits; (b) keep all keys and secrets confidential and rotate them on any suspected compromise; (c) be responsible for all activity conducted using its keys; and (d) not use it to build a product or service that competes with the Services.
12. Content review, monitoring and enforcement
12.1 Merchant Content standards. The Merchant shall ensure that all Merchant Content, and its use of the Services, comply with the Acceptable Use and Content Policy and Applicable Law.
12.2 Review. The Merchant acknowledges that certain Merchant Content and actions (which may include business applications, Web Addresses, Programs, Wallet Card designs, artwork, Card Contact Details and the wording of Notifications) are subject to review before they take effect, and that review may be conducted by our personnel, by automated checks, or by both. Automated checks may use machine-learning tools supplied by third parties, to which the relevant Merchant Content may be submitted for that purpose.
12.3 Outcome of review. We may approve, approve with corrections, return for amendment or reject any item submitted for review. We shall use reasonable efforts to inform the Merchant of the reason for a return or rejection, except where doing so would be unlawful or would prejudice an investigation or the security of the Platform. We do not undertake to complete any review within any particular time.
12.4 Effect of review. Review is carried out for the protection of Members, the Wallet Providers and the Platform. Approval of any item: (a) relates only to the version reviewed; (b) is not a representation or warranty by us that the item is accurate, lawful, non-infringing or compliant with the requirements of any Wallet Provider; and (c) does not transfer to us any responsibility for the item or relieve the Merchant of any obligation under this Agreement.
12.5 No general duty to monitor. We are under no obligation to monitor Merchant Content or the Merchant's use of the Services, but we may do so in order to operate, secure and improve the Services, to verify compliance with this Agreement, and to comply with Applicable Law.
12.6 Enforcement. Where we reasonably believe that any Merchant Content, Program, Notification, Wallet Card or use of the Services breaches this Agreement or Applicable Law, infringes the rights of any person, exposes Members, Platehaus or any other person to harm or liability, or is the subject of a complaint, notice or requirement from a Wallet Provider, a Regulator, a court or a law enforcement agency, we may, as we consider proportionate in the circumstances and without liability to the Merchant:
(a) require the Merchant to amend or remove the item;
(b) remove, disable access to, unpublish or decline to deliver the item;
(c) pause the issue of new Wallet Cards, or expire or revoke Wallet Cards already issued;
(d) restrict or suspend a Program, a feature, an Outlet, an Authorised User or the Account, in accordance with clause 23.2;
(e) preserve and disclose relevant information to a Wallet Provider, a Regulator, a court or a law enforcement agency, where we are required or permitted by Applicable Law to do so; and
(f) terminate this Agreement in accordance with clause 23.
12.7 Prohibited Content. The publication, issue or sending of Prohibited Content (as defined in the Acceptable Use and Content Policy), on any surface of the Services and whether or not it was reviewed or approved, is a material breach of this Agreement that is not capable of remedy. A single instance entitles us to act under clause 12.6 and to suspend or terminate under clause 23 with immediate effect and without prior notice. The Merchant acknowledges that the Acceptable Use and Content Policy prohibits certain categories outright, including alcohol, tobacco, gambling, sexually explicit content and religious content, whether or not the Merchant may lawfully deal in them elsewhere, and that businesses whose principal activity falls within those categories are not eligible to use the Services.
12.8 Notice and reconsideration. Unless prevented by Applicable Law or by the urgency of the matter, we shall notify the Merchant of any action taken under clause 12.6 and of the reason for it. The Merchant may ask us to reconsider, through the report page in the Legal Centre or by writing to us, within fourteen (14) days of the notice, setting out the grounds of its request and any supporting evidence. We shall consider the request in good faith and inform the Merchant of the outcome.
13. Merchant obligations
13.1 The Merchant shall:
(a) comply with Applicable Law in its use of the Services, in the operation of its Programs and in the conduct of its business;
(b) obtain and maintain all licences, registrations, permits and approvals required for its business and its Programs;
(c) provide us with such information, co-operation and assistance as we reasonably require to provide the Services, to respond to a Wallet Provider, a Regulator or a Member, or to investigate a suspected breach of this Agreement or a security incident;
(d) use the Services only for its own internal business purposes and for the benefit of its own Members; and
(e) ensure that all descriptions of prices, offers, rewards, goods and services that it publishes through the Services are true, accurate, not misleading and compliant with Applicable Law.
13.2 The Merchant shall not, and shall not permit any Authorised User or other person to:
(a) sell, resell, sublicense, rent, lease, distribute or otherwise make the Services available to any third party, or use the Services to provide a bureau, outsourcing or white-label service, save as expressly agreed in an Order Form;
(b) copy, modify, translate, adapt or create derivative works of the Platform or any Platehaus Materials, save as expressly permitted by this Agreement;
(c) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, underlying ideas, algorithms, data models, file formats or non-public interfaces of the Platform, save to the extent that this restriction is prohibited by Applicable Law;
(d) access or use the Services, or any output of them, in order to build, train, improve or benchmark a competing product or service, or copy any features, functions, workflows, designs or Templates of the Platform for that purpose;
(e) use any robot, spider, scraper, crawler or other automated means to access, extract, index or copy the Platform or its content, save through an interface that we provide for that purpose;
(f) introduce any virus, worm, Trojan horse, ransomware, time bomb or other malicious or harmful code, or conduct any denial-of-service, load, penetration or vulnerability test against the Platform without our prior written consent;
(g) remove, obscure or alter any proprietary notice, attribution or branding of Platehaus or of a Wallet Provider; or
(h) use the Services in any manner that could damage, disable, overburden or impair the Platform, or interfere with any other person's use of it.
Part C — Commercial terms
14. Fees and payment
14.1 Fees. The Merchant shall pay the Fees for the Plan and Services it selects, as stated on the Pricing Page at the time of selection or in the applicable Order Form. Where no Fees are stated for a Service, that Service is provided to the Merchant without charge until Fees are introduced for it in accordance with clause 14.7.
14.2 Notification charges. We do not charge Fees calculated by reference to the number of Notifications delivered through Wallet Cards.
14.3 Invoicing and payment. Unless otherwise stated in an Order Form: (a) recurring Fees are invoiced and payable in advance for each billing period; (b) usage-based and one-off Fees are invoiced in arrears; and (c) each invoice is payable in full, in Ringgit Malaysia, within fourteen (14) days of its date, by a payment method that we accept, without set-off, counterclaim, deduction or withholding, save as required by Applicable Law.
14.4 Taxes. All Fees are exclusive of service tax and any other sales, use, value-added, goods and services, digital services or similar tax, duty or levy, which the Merchant shall pay in addition at the rate and in the manner prescribed by Applicable Law. If the Merchant is required by Applicable Law to deduct or withhold any amount from a payment, the Merchant shall increase the payment so that we receive the amount we would have received had no deduction or withholding been required. Each party shall comply with its electronic invoicing obligations under Applicable Law, and the Merchant shall supply the particulars we require for that purpose.
14.5 Late payment. If any amount due is not paid by its due date, then, without prejudice to our other rights and remedies: (a) we may charge interest on the overdue amount at the rate of eight per cent (8%) per annum, calculated daily from the due date until the date of actual payment, which the parties agree is a genuine and reasonable estimate of our loss; (b) we may, on not less than seven (7) days' written notice, suspend the Services until all overdue amounts are paid; and (c) the Merchant shall reimburse our reasonable costs of recovery, including legal costs on a solicitor-and-client basis.
14.6 Disputed invoices. If the Merchant disputes an invoice in good faith, it shall notify us in writing, with reasons, before the due date and shall pay the undisputed portion on time. The parties shall seek to resolve the dispute promptly and in good faith.
14.7 Changes to Fees. We may introduce Fees for a Service previously provided without charge, or change the Fees or the features of any Plan, by giving the Merchant not less than thirty (30) days' prior written notice. A change takes effect: (a) for a Plan with a committed term stated in an Order Form, at the next renewal of that term; and (b) in any other case, at the start of the first billing period following the expiry of the notice. If the Merchant does not accept the change, it may terminate the affected Service under clause 23.3(c) before the change takes effect. Continued use of the Service after the change takes effect constitutes acceptance of it.
14.8 No refunds. Save as expressly provided in this Agreement or required by Applicable Law, Fees are non-cancellable and non-refundable, and no refund or credit is given for partial periods, unused features or a downgrade of Plan.
14.9 Plan limits. Where a Plan is subject to limits (including as to Members, Outlets, Programs, Authorised Users or usage), the Merchant shall not exceed them. If it does, we may, on notice, charge the applicable Fees for the excess or require the Merchant to move to an appropriate Plan. Included Usage is not a limit for the purposes of this clause: use beyond it is permitted and is charged as Usage Fees under clause 14.10.
14.10 Included Usage and Usage Fees. (a) Where a Plan includes Included Usage for each Outlet, the Included Usage of all of the Merchant's Outlets is added together and shared across them for each calendar month. (b) Use beyond the Included Usage in a calendar month is charged as Usage Fees and invoiced in arrears under clause 14.3(b). (c) Where the Pricing Page or an Order Form states a period in which Usage Fees are not charged, a maximum amount of Usage Fees for a calendar month, or the notices we give as use approaches or passes the Included Usage, those terms apply as stated there. (d) Where the Pricing Page states a level of use above which Fees are agreed individually, the Merchant shall, on our request, enter into an Order Form for that use; until it does, Usage Fees continue to apply as stated on the Pricing Page. (e) Use beyond the Included Usage does not of itself entitle us to suspend or restrict the Services, or any Member's use of a Program.
14.11 Measurement of use. Use of the Services, including the number of Active Members and of Outlets, is measured from the records of the Services, which are conclusive save for manifest error. With each invoice that includes Usage Fees, and otherwise on request, we shall give the Merchant a statement of the use on which they are calculated. A good-faith dispute about measured use is dealt with under clause 14.6.
14.12 Registration of Outlets. The Merchant shall register in the Account every Outlet, including every online store, at or through which Members earn or use benefits under its Programs, and shall keep that register accurate. Fees charged per Outlet are payable for each Outlet that is registered, or that this clause requires to be registered, in the billing period, and clause 14.9 applies to an Outlet that is not registered.
Part D — Data, security and confidentiality
15. Data protection
15.1 Roles. The parties acknowledge and agree that, for the purposes of the PDPA:
(a) in respect of Member Data, the Merchant is the data controller and Platehaus is a data processor acting on the Merchant's behalf, and the processing is governed by the DPA; and
(b) Platehaus is a data controller in its own right in respect of the Personal Data that it processes for its own purposes, including Personal Data of the Merchant's representatives and Authorised Users, the sign-in identity and account of each individual who holds a native.cards account, and Personal Data processed to secure the Platform, to prevent fraud and abuse, to enforce its agreements and to comply with Applicable Law, as described in the Privacy Notice.
15.2 The Merchant's obligations as data controller. The Merchant shall comply with the PDPA in respect of Member Data and, without limitation, shall:
(a) register as a data controller where the PDPA requires, and appoint a data protection officer where the PDPA requires;
(b) give each Member a Merchant Privacy Notice, in the national and English languages, that satisfies section 7 of the PDPA and accurately describes the processing carried out through the Services, including the disclosure of Member Data to Platehaus and to the Wallet Providers and the transfer of Member Data outside Malaysia;
(c) obtain, record and keep current every consent that the PDPA requires, including explicit consent for any sensitive personal data and the consent of a parent, guardian or person with parental responsibility for any Member under the age of eighteen (18) years;
(d) collect through the Services only Personal Data that is adequate, relevant and not excessive for the purposes of its Program, and not use any free-text, custom or image field to collect sensitive personal data, national identification numbers, passport numbers or financial account details unless the Program genuinely requires it and the Merchant has satisfied clause 15.2(c);
(e) respond, within the time allowed by the PDPA, to Members' requests to access or correct their Personal Data, to withdraw consent, or to cease or not begin processing for direct marketing; and
(f) not instruct us to process Member Data in any manner that would contravene Applicable Law.
15.3 Assistance. We shall provide the Merchant with the assistance described in the DPA to enable the Merchant to meet its obligations under the PDPA.
15.4 Platform data. The Merchant acknowledges that we generate and collect data about the operation and use of the Services, including technical logs, performance measurements, security events, usage statistics and records of review and enforcement ("Platform Data"). As between the parties, we own Platform Data. We may use Platform Data, and may use Member Data and Merchant Content in aggregated or de-identified form that does not identify, and cannot reasonably be used to identify, the Merchant, any Member or any other individual, in order to operate, secure, analyse, benchmark, improve and develop our products and services, and for statistical and research purposes.
15.5 Member Data belongs to the Merchant. As between the parties, and subject to the rights of Members, the Merchant owns all right, title and interest in Member Data. We shall not sell Member Data, and we shall not use it for our own purposes save as permitted by clause 15.4, the DPA or Applicable Law.
16. Security and incidents
16.1 We shall implement and maintain the technical and organisational security measures described in the DPA, which are designed to protect Member Data and Merchant Content against loss, misuse, modification, and unauthorised or accidental access, disclosure, alteration or destruction.
16.2 The Merchant acknowledges that no system is perfectly secure and that the security of the Services depends in part on the Merchant's own compliance with clause 6. Subject to clause 16.1, we do not warrant that the Services will be free from unauthorised access or from security incidents.
16.3 Each party shall notify the other of personal data breaches affecting Member Data in accordance with the DPA.
17. Confidentiality
17.1 "Confidential Information" means all information, in any form, that is disclosed or made available by or on behalf of a party (the "Discloser") to the other party (the "Recipient") in connection with this Agreement and that is marked or described as confidential or that a reasonable person would understand to be confidential having regard to its nature or the circumstances of its disclosure. Our Confidential Information includes the non-public elements of the Platform, its source code, architecture, security measures and credentials, the Documentation made available only to signed-in merchants, our pricing and Order Forms, and the results of any security assessment. The Merchant's Confidential Information includes Member Data and its non-public business information.
17.2 Confidential Information does not include information that the Recipient can show: (a) is or becomes publicly available otherwise than through a breach of this Agreement; (b) was lawfully in its possession, free of any obligation of confidence, before it was disclosed by the Discloser; (c) was lawfully received from a third party who was free to disclose it; or (d) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
17.3 The Recipient shall: (a) keep the Discloser's Confidential Information confidential, using at least the degree of care that it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care; (b) use it only for the purpose of exercising its rights and performing its obligations under this Agreement; and (c) disclose it only to those of its and its Affiliates' directors, officers, employees, professional advisers, auditors, insurers, contractors and (in our case) sub-processors who need to know it for that purpose and who are bound by obligations of confidence no less protective than this clause 17. The Recipient is responsible for any breach of this clause 17 by any such person.
17.4 The Recipient may disclose Confidential Information to the extent required by Applicable Law, a court of competent jurisdiction or a Regulator, provided that, where lawful and practicable, it gives the Discloser prompt prior notice and reasonable assistance (at the Discloser's cost) to contest or limit the disclosure, and discloses only what is required.
17.5 The obligations in this clause 17 continue for the Term and for five (5) years after its end, and, in respect of trade secrets, source code, security information and Personal Data, for so long as the information remains confidential or the obligation is imposed by Applicable Law.
17.6 Each party acknowledges that damages alone may not be an adequate remedy for a breach of this clause 17, and that the Discloser shall be entitled to seek injunctive or other equitable relief in addition to any other remedy available to it.
Part E — Intellectual property
18. Ownership and licences
18.1 Platehaus Materials. As between the parties, Platehaus and its licensors own, and shall retain, all right, title and interest, including all Intellectual Property Rights, in and to the Platehaus Materials. Nothing in this Agreement transfers or assigns to the Merchant any right, title or interest in the Platehaus Materials, and all rights not expressly granted are reserved.
18.2 Licence to the Merchant. Subject to the Merchant's compliance with this Agreement, we grant the Merchant, for the Term, a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services and the Documentation, through its Authorised Users, solely for the Merchant's own internal business purposes of operating its Programs.
18.3 Templates. Subject to the Merchant's compliance with this Agreement, we grant the Merchant, for the Term, a limited, non-exclusive, non-transferable and revocable licence to use the Templates, and to combine them with Merchant Content, solely: (a) within the Services, to create Wallet Cards, Member-facing pages and Notifications for the Merchant's own Programs; and (b) in the case of print and QR material designs, to reproduce the resulting materials, in physical or digital form, in order to promote those Programs. The Merchant shall not extract, redistribute, resell or sublicense any Template, or use any Template outside the Services or to promote any product or service that competes with the Services. Certain Templates incorporate third-party material and are subject to the licence terms that we notify. On termination of this Agreement the licence in this clause 18.3 ends, save that materials printed before termination may continue to be displayed.
18.4 Merchant Content. As between the parties, the Merchant owns, and shall retain, all right, title and interest in and to the Merchant Content, subject to our rights in any Templates and Platehaus Materials incorporated in it. The Merchant grants to Platehaus and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid-up licence, with the right to sublicense to our sub-processors, the Wallet Providers and the providers of Integrations enabled by the Merchant, to host, store, cache, reproduce, format, adapt, resize, render, transmit, publish, publicly display and otherwise use the Merchant Content, during the Term and the period referred to in clause 8.2, to the extent necessary to: (a) provide, maintain, secure and support the Services; (b) issue, distribute, update and service Wallet Cards; (c) publish the Merchant's Member-facing pages and the listings referred to in clause 18.6; (d) carry out review and enforcement under clause 12; and (e) comply with Applicable Law.
18.5 Merchant warranties as to content. The Merchant represents and warrants that: (a) it owns or has obtained all rights, licences, consents, permissions and releases necessary to submit the Merchant Content and to grant the licence in clause 18.4, including from every person whose name, likeness, photograph or work appears in it; and (b) the Merchant Content, and its use by Platehaus, the Wallet Providers and Members as contemplated by this Agreement, does not and will not infringe the Intellectual Property Rights or other rights of any person, breach any Applicable Law, or be defamatory, obscene, misleading or otherwise unlawful.
18.6 Public pages and listings. The Merchant acknowledges and agrees that: (a) the Member-facing pages of its Programs, including its business page, are publicly accessible, are listed in the sitemaps we publish, and may be read, indexed and retained by search engines and other crawlers, including services that collect web pages to train artificial intelligence models, in accordance with our published instructions to them, and we are not responsible for any third party's use of what it collects; (b) its Programs, offers, name, logo and public business information may be displayed in the directories, search results, catalogues and discovery features of the Platform; and (c) the Merchant may limit such display only to the extent that the Platform provides a setting for that purpose.
18.7 Reference and showcase. The Merchant grants Platehaus a non-exclusive, royalty-free licence, during the Term, to use the Merchant's name, logo and publicly published Wallet Card and page designs in order to identify the Merchant as a user of native.cards and to illustrate the Services on our websites and in our marketing and sales materials. The Merchant may withdraw this permission at any time by written notice to us, and we shall cease any new use within thirty (30) days of receipt. We shall not issue any press release naming the Merchant, or attribute any testimonial or result to the Merchant, without its prior written approval.
18.8 Feedback. If the Merchant or any Authorised User gives us any suggestion, idea, enhancement request or other feedback relating to the Services, we may use and exploit it freely, without restriction, attribution or payment, and the Merchant assigns to us all right, title and interest in it. We shall not identify the Merchant as its source without consent.
18.9 Wallet Provider marks. Apple, Apple Wallet, the "Add to Apple Wallet" badge, Google, Google Wallet and the "Add to Google Wallet" button are trade marks of their respective owners. No licence to any of them is granted by this Agreement. The Merchant shall use them only as the Services present them or as the relevant Wallet Provider's guidelines permit.
Part F — Warranties, indemnities and liability
19. Warranties and disclaimers
19.1 Mutual warranties. Each party represents and warrants that: (a) it is duly constituted and validly existing under the laws of its place of establishment; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes its legal, valid and binding obligations.
19.2 Our warranties. We warrant that: (a) we shall provide the Services with reasonable skill and care; (b) the Services shall perform, in all material respects, in accordance with the Documentation; and (c) we shall comply with Applicable Law in providing the Services.
19.3 Remedy. If the Services do not conform to the warranty in clause 19.2(b), and the Merchant notifies us in writing with sufficient detail to enable us to reproduce the non-conformity, we shall use commercially reasonable efforts to correct it within a reasonable time. If we are unable to do so, the Merchant may terminate the affected Service by written notice, and we shall refund any Fees prepaid for that Service in respect of the period after the effective date of termination. To the fullest extent permitted by Applicable Law, this clause 19.3 states the Merchant's sole and exclusive remedy, and our entire liability, for breach of the warranty in clause 19.2(b).
19.4 Disclaimers. Except as expressly set out in this Agreement, and to the fullest extent permitted by Applicable Law:
(a) the Services, the Platehaus Materials and all Third-Party Services are provided "as is" and "as available";
(b) all conditions, warranties, representations and other terms, whether express or implied by statute, common law, custom, usage or otherwise, including any implied warranty or condition of satisfactory quality, merchantability, fitness for a particular purpose, title or non-infringement, are excluded; and
(c) we do not warrant that: (i) the Services will be uninterrupted, timely, secure or free of errors or harmful components; (ii) every defect will be corrected; (iii) the Services will meet the Merchant's requirements or achieve any particular commercial outcome, including any level of enrolment, retention, visits, sales, referrals or return on investment; (iv) any Wallet Card, update or Notification will be accepted, delivered or displayed by a Wallet Provider or on any device; or (v) the Services, the Templates or any review or approval by us will ensure the Merchant's compliance with Applicable Law.
19.5 Any statistic, case study, estimate, calculator, projection or example published by us is illustrative only and is not a representation, warranty or guarantee as to the results the Merchant will obtain.
19.6 Reports, analytics, insights and figures presented in the Services are derived from the data recorded on the Platform and, where applicable, received from Third-Party Services. They are provided for the Merchant's information and are not a substitute for the Merchant's own accounting, tax or regulatory records.
20. Indemnities
20.1 Indemnity by the Merchant. The Merchant shall indemnify, defend and hold harmless Platehaus, its Affiliates, and their respective directors, officers, employees, agents and contractors (the "Platehaus Indemnitees") from and against all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, fines, penalties, costs and expenses (including legal costs on a solicitor-and-client basis) suffered or incurred by any of them arising out of or in connection with:
(a) any Merchant Content, including any claim that it infringes or misappropriates the Intellectual Property Rights or other rights of any person, or is defamatory, misleading or unlawful;
(b) any Program, including its rules, its operation, its closure, and any reward, benefit, offer, goods or services promised, supplied or not supplied to any Member;
(c) any Notification sent on the Merchant's behalf;
(d) any claim, complaint or request made by a Member, a holder of a Wallet Card or any other person against a Platehaus Indemnitee in respect of the Merchant's business, Programs, goods or services;
(e) any breach by the Merchant or any Authorised User of clause 8.2, 8.6, 9, 10, 11.2, 11.3, 12.1, 12.7, 13 or 15.2, of Schedule 3, or of the Acceptable Use and Content Policy;
(f) any Provider Action that is caused or contributed to by the Merchant, its Merchant Content, its Programs, its Notifications or its Members' complaints about them, including our costs of responding to the Wallet Provider, of restoring or replacing any credentials, and of re-issuing Wallet Cards to the members of other merchants;
(g) any processing of Member Data carried out by Platehaus in accordance with the Merchant's instructions or this Agreement, to the extent that the claim arises from the Merchant's failure to comply with the PDPA;
(h) any breach by the Merchant of Applicable Law or of the terms of any Wallet Provider or Third-Party Service; and
(i) any fraud, wilful misconduct or gross negligence of the Merchant or any Authorised User,
save to the extent that the same was caused by Platehaus's breach of this Agreement, negligence or wilful misconduct.
20.2 Indemnity by Platehaus. We shall indemnify, defend and hold harmless the Merchant from and against all damages and costs finally awarded against the Merchant by a court of competent jurisdiction, or agreed by us in settlement, arising out of any claim by a third party that the Merchant's use of the Platform in accordance with this Agreement infringes that third party's copyright, registered trade mark, registered industrial design or patent in Malaysia (an "IP Claim").
20.3 Exclusions. We shall have no obligation under clause 20.2 to the extent that an IP Claim arises from: (a) Merchant Content, Member Data or any materials, specifications or instructions supplied by the Merchant; (b) any Third-Party Service, or any requirement, format or mark of a Wallet Provider; (c) the combination of the Platform with any product, service or data not supplied by us; (d) any modification of the Platform not made by us; (e) use of the Platform in breach of this Agreement or after we have notified the Merchant to cease the allegedly infringing use; or (f) any Beta Feature or Service provided without charge.
20.4 Our options. If an IP Claim is made, or in our reasonable opinion is likely to be made, we may, at our option and expense: (a) procure for the Merchant the right to continue using the affected part of the Platform; (b) modify or replace it so that it becomes non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Service on notice and refund any Fees prepaid for it in respect of the period after termination. Clauses 20.2 to 20.4 state our entire liability, and the Merchant's sole and exclusive remedy, in respect of any infringement or alleged infringement of Intellectual Property Rights by the Platform.
20.5 Conduct of claims. The obligations of a party under this clause 20 (the "Indemnifying Party") are conditional on the party seeking indemnity (the "Indemnified Party"): (a) notifying the Indemnifying Party in writing of the claim promptly after becoming aware of it, provided that delay shall relieve the Indemnifying Party only to the extent that it is prejudiced by the delay; (b) making no admission of liability, settlement or compromise without the Indemnifying Party's prior written consent; (c) allowing the Indemnifying Party, at its own expense, to have conduct of the defence and settlement of the claim, provided that the Indemnifying Party shall not, without the Indemnified Party's prior written consent (not to be unreasonably withheld or delayed), enter into any settlement that imposes any liability or obligation on the Indemnified Party or involves any admission on its behalf; and (d) giving the Indemnifying Party, at the Indemnifying Party's expense, all reasonable information and assistance. Where a claim against a Platehaus Indemnitee concerns the Platform generally or is brought by a Regulator or a Wallet Provider, we may elect to retain conduct of it, at the Merchant's reasonable expense.
21. Limitation of liability
21.1 Liability not excluded or limited. Nothing in this Agreement excludes or limits the liability of either party for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct; or
(d) any other liability that cannot be excluded or limited under Applicable Law,
and nothing in this Agreement operates to restrict absolutely either party from enforcing its rights under or in respect of this Agreement by the usual legal proceedings in the ordinary tribunals, or to limit the time within which it may do so.
21.2 Excluded losses. Subject to clause 21.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement, for any:
(a) loss of profits, revenue, sales, business, contracts or anticipated savings;
(b) loss of or damage to goodwill or reputation;
(c) loss of use, or loss or corruption of data, save for the reasonable cost of restoring data from the most recent backup available to us where the loss or corruption was caused by our breach of this Agreement;
(d) cost of procuring substitute goods or services;
(e) loss arising from the acts or omissions of a Wallet Provider or the provider of a Third-Party Service, including any Provider Action; or
(f) indirect, special, incidental, exemplary, punitive or consequential loss or damage,
in each case whether or not that party was advised of, or could have foreseen, the possibility of such loss, and whether such loss is direct or indirect.
21.3 Cap. Subject to clauses 21.1 and 21.5, the total aggregate liability of each party to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, under any indemnity or otherwise, arising out of or in connection with this Agreement in respect of all acts, omissions and events occurring in any Contract Year, shall not exceed the greater of:
(a) the total Fees paid and payable by the Merchant to Platehaus under this Agreement in respect of that Contract Year; and
(b) Ringgit Malaysia Five Thousand (RM5,000).
"Contract Year" means each period of twelve (12) months commencing on the Effective Date or an anniversary of it.
21.4 Services provided without charge. The Merchant acknowledges that, where Services are provided without charge, the limit in clause 21.3(b) reflects the absence of any Fees and is a fair and reasonable allocation of risk.
21.5 Liabilities outside the cap. The limit in clause 21.3 does not apply to: (a) the Merchant's obligation to pay the Fees and any interest and costs under clause 14; (b) the Merchant's liability under clause 20.1; (c) a party's liability for infringement or misappropriation of the other party's Intellectual Property Rights, or for breach by the Merchant of clause 13.2; or (d) a party's liability for breach of clause 17 (other than in respect of Member Data, liability for which is subject to clause 21.3).
21.6 Member claims. The Merchant acknowledges that Platehaus has no contractual relationship with Members in respect of the Merchant's Programs, and that the Merchant shall not hold Platehaus out as responsible to Members for any Program, reward, goods or services.
21.7 Fair allocation. The parties acknowledge and agree that: (a) the Fees have been set, and this Agreement has been entered into, in reliance on the exclusions and limitations in this clause 21; (b) those exclusions and limitations are a fair and reasonable allocation of risk between commercial parties; and (c) each of them shall apply separately and shall survive even if another is found to be unenforceable or to have failed of its essential purpose.
21.8 Mitigation. Each party shall take all reasonable steps to mitigate any loss for which it may claim against the other under or in connection with this Agreement, including under any indemnity.
22. Force majeure
22.1 "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including: an act of God; flood, storm, earthquake, fire or other natural disaster; epidemic or pandemic; war, armed conflict, terrorism, riot or civil commotion; any law, order, movement control or other action of a government or Regulator; a strike, lock-out or other industrial dispute (other than one confined to the affected party's own workforce); failure or interruption of electricity, telecommunications, internet or data-centre services; failure, suspension or change of service of a hosting provider, a Wallet Provider or the provider of a Third-Party Service; and a cyber-attack, denial-of-service attack or other malicious act of a third party that could not have been prevented by the security measures required by this Agreement.
22.2 Neither party shall be in breach of this Agreement, or liable for any delay or failure in performing its obligations (other than an obligation to pay money), to the extent that the delay or failure results from a Force Majeure Event, provided that the affected party notifies the other as soon as reasonably practicable and uses reasonable endeavours to mitigate the effect of the event and to resume performance.
22.3 If a Force Majeure Event prevents a party from performing a material obligation for a continuous period of more than sixty (60) days, either party may terminate this Agreement, or the affected Service, by written notice to the other, without liability save for the refund of any Fees prepaid in respect of the period after termination.
Part G — Term, suspension and termination
23. Term, suspension and termination
23.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with its terms (the "Term"). Where an Order Form specifies a committed term for a Plan, that term shall, unless the Order Form states otherwise, renew automatically for successive periods of equal length (but not exceeding twelve (12) months each) unless either party gives the other written notice of non-renewal not less than thirty (30) days before the end of the then-current period.
23.2 Suspension. Without prejudice to our other rights and remedies, we may suspend or restrict the Merchant's access to all or any part of the Services, or to any Program, feature, Outlet or Authorised User, with immediate effect where we reasonably believe that:
(a) suspension is necessary to prevent or mitigate a security incident, fraud, or harm to Members, the Platform, Platehaus or any other person;
(b) the Merchant or an Authorised User is in breach of clause 6.5, 9, 10.4, 12.1, 12.7 or 13.2, of Schedule 3, or of the Acceptable Use and Content Policy;
(c) suspension is required by Applicable Law, a court, a Regulator, a law enforcement agency or a Wallet Provider;
(d) the information supplied under clause 4 is false, misleading or materially out of date, or the Merchant has failed to provide verification that we have requested;
(e) there is a dispute as to control of the Account under clause 6.4;
(f) the Merchant has suffered an Insolvency Event or has ceased to carry on business; or
(g) any Fees remain unpaid after notice under clause 14.5(b).
We shall, where lawful and practicable, give the Merchant prior or prompt notice of the suspension and of the reason for it, shall limit the suspension in scope and duration to what is reasonably necessary, and shall lift it promptly once we are satisfied that its cause has been remedied. Fees continue to accrue during a suspension under paragraphs (b), (d), (f) or (g).
23.3 Termination by the Merchant. The Merchant may terminate this Agreement:
(a) at any time for convenience, by closing its Account through the Platform or by giving us written notice, subject to the payment of all Fees due for the remainder of any committed term stated in an Order Form;
(b) by written notice with immediate effect, if we commit a material breach of this Agreement and, where the breach is capable of remedy, fail to remedy it within thirty (30) days of receiving written notice specifying the breach and requiring its remedy; or
(c) by written notice given before the relevant change takes effect, where the Merchant is entitled to do so under clause 5.4, 14.7 or 25.3, in which case we shall refund any Fees prepaid for the affected Service in respect of the period after the effective date of termination.
23.4 Termination by Platehaus. We may terminate this Agreement, or any Service or Program:
(a) for convenience, by giving the Merchant not less than thirty (30) days' written notice, in which case we shall refund any Fees prepaid in respect of the period after the effective date of termination;
(b) by written notice with immediate effect, if the Merchant commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy;
(c) by written notice with immediate effect, if the Merchant: (i) publishes, issues or sends any Prohibited Content, or commits any other serious or repeated breach of the Acceptable Use and Content Policy; (ii) uses the Services for any unlawful, fraudulent or deceptive purpose, or in a manner that, in our reasonable opinion, puts at risk our standing or our accounts with a Wallet Provider or brings Platehaus or native.cards into disrepute; (iii) has supplied information under clause 4 that is false or misleading in a material respect; (iv) suffers an Insolvency Event; or (v) fails to pay any Fees within thirty (30) days after the due date;
(d) by written notice with immediate effect, if we are required to do so by Applicable Law, a court, a Regulator or a Wallet Provider, or if the continued provision of the Services to the Merchant would cause us to breach Applicable Law or the terms of a Wallet Provider; or
(e) by written notice, if the Account has not been accessed by any Authorised User, and no Program has had any Member activity, for a continuous period of twelve (12) months, and the Merchant has not responded within thirty (30) days to a notice from us of our intention to close it.
23.5 Platform Discontinuance. We may at any time cease to operate the Platform, or cease to provide any Service to merchants generally. We shall give the Merchant not less than ninety (90) days' prior written notice, save where a shorter period is unavoidable because of a requirement of Applicable Law, an order of a court or Regulator, a Provider Action, the loss of a service on which the Platform depends, or an Insolvency Event affecting Platehaus, in which case we shall give such notice as is reasonably practicable. During the notice period the Merchant may export its data in accordance with clause 24.2. On the date of discontinuance this Agreement, or the affected Service, terminates, and we shall refund any Fees prepaid in respect of the period after that date. That refund is the Merchant's sole and exclusive remedy for a Platform Discontinuance.
23.6 Kinds of ending. For the avoidance of doubt: (a) a Suspension is temporary and may be lifted; during it the Merchant's data is preserved and its obligations continue; (b) a Program Closure permanently ends one Program and leaves the Account and the Merchant's other Programs in place; (c) an Account Closure permanently ends the Account and every Program in it, and occurs on the termination or expiry of this Agreement for any reason; and (d) a Platform Discontinuance ends the Service for all merchants. A Member's closing of his or her own membership or native.cards account is governed by the Terms of Use and does not affect this Agreement.
24. Consequences of termination
24.1 On an Account Closure, that is, on the termination or expiry of this Agreement for any reason:
(a) all rights and licences granted to the Merchant under this Agreement shall cease, and the Merchant and its Authorised Users shall cease to use the Services;
(b) the Merchant's Programs shall be closed to new Members, its Member-facing pages shall be unpublished, its Web Addresses shall be withdrawn, and no further Notifications shall be sent;
(c) Wallet Cards issued under the Merchant's Programs shall cease to be updated and may be marked as expired or void, and the Merchant acknowledges clause 8.5(d);
(d) all Fees and other sums accrued or payable to us up to the date of termination shall become immediately due and payable, and, where termination is by us under clause 23.4(b) or (c) or by the Merchant under clause 23.3(a), the Fees for the remainder of any committed term shall also become immediately due and payable, the parties acknowledging that those Fees were set by reference to the committed term and that their payment is reasonable compensation for its early end; and
(e) each party shall, on request, return or destroy the other party's Confidential Information in its possession, save that a party may retain copies to the extent required by Applicable Law or held in routine backups, subject to continuing obligations of confidence.
24.2 Export of Member Data. For a period of thirty (30) days after the effective date of termination (the "Exit Period"), we shall, on the Merchant's written request, make available to the Merchant an export of its Member Data and Program records, as then held on the Platform, in a commonly used, machine-readable format, provided that: (a) the Merchant has paid all Fees due; and (b) we are not prevented from doing so by Applicable Law or by a court, Regulator or law enforcement agency. We may decline to provide an export, or may provide a limited export, where the Agreement has been terminated by reason of the Merchant's unlawful, fraudulent or deceptive conduct and we reasonably consider that providing it would facilitate further harm to Members.
24.3 Deletion. After the Exit Period, we shall delete or de-identify Member Data in accordance with the DPA, save to the extent that we are required or permitted by Applicable Law to retain it, or that it forms part of the Personal Data for which we are a data controller under clause 15.1(b).
24.4 Merchant's continuing responsibilities. Termination does not relieve the Merchant of its obligations to Members, including under clause 10.9 and under its Program Terms, or of its obligations as data controller of Member Data.
24.5 Survival. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination. Clauses 2, 3, 6.3, 8.1, 8.2, 8.5, 8.8, 10.1, 10.9, 12.4, 14 (in respect of sums accrued), 15.4, 15.5, 17, 18 (save for the licences expressed to end on termination), 19.4, 20, 21, 24, 26, 27, 28 and 29, and Schedule 3, and any other provision that by its nature is intended to survive, shall survive termination or expiry.
Part H — General
25. Changes to this Agreement
25.1 We may amend this Agreement (including any document incorporated by reference) from time to time, including to reflect changes in Applicable Law, in the requirements of a Wallet Provider or a Regulator, in the Services, or in our business practices.
25.2 We shall publish the amended version in the Legal Centre with its version number and date. Where an amendment is material and adverse to the Merchant, we shall also give the Merchant not less than thirty (30) days' prior notice by email or through the Account, unless a shorter period is required by Applicable Law, a Regulator, a Wallet Provider or an urgent security concern.
25.3 If the Merchant does not accept a material adverse amendment, it may terminate this Agreement under clause 23.3(c) by written notice given before the amendment takes effect. The Merchant's continued use of the Services after an amendment takes effect constitutes its acceptance of the amendment.
25.4 Save as provided in this clause 25 and in clauses 5.4 and 14.7, no variation of this Agreement shall be effective unless it is in writing and signed, or accepted by electronic means, by a duly authorised representative of each party. An Order Form may be varied only by a further Order Form or written agreement signed or electronically accepted by both parties.
26. Notices and electronic communications
26.1 Any notice given to us under or in connection with this Agreement shall be in writing, in the English language, and shall be sent by email to admin@native.cards, with a copy delivered by hand or by prepaid registered post or courier to our address stated in clause 1.1(a) in the case of any notice of breach, termination, indemnity claim or dispute.
26.2 Any notice given to the Merchant under or in connection with this Agreement may be given by email to the email address of the Account owner or the contact email address registered in the Account, by a message displayed within the Account, or by post to the address registered in the Account. The Merchant is responsible for keeping those details current.
26.3 A notice is deemed to have been received: (a) if sent by email or displayed within the Account, at the time of transmission or display, or, if that time falls outside 9.00 a.m. to 6.00 p.m. on a Business Day in Malaysia, at 9.00 a.m. on the next Business Day, provided that no notification of failed delivery is received by the sender; (b) if delivered by hand or courier, at the time of delivery; and (c) if sent by prepaid registered post, on the third (3rd) Business Day after posting.
26.4 This clause 26 does not apply to the service of any proceedings or other documents in any legal action, which shall be effected in accordance with the applicable rules of court.
26.5 The parties agree that this Agreement, each Order Form and any notice, consent or other communication under it may be formed, given, signed and stored by electronic means, and that an electronic signature, an electronic acceptance (including the ticking of a box or the clicking of a button) and an electronic record shall have the same legal effect, validity and enforceability as a handwritten signature and a paper record, in accordance with the Electronic Commerce Act 2006 and the Digital Signature Act 1997. The parties further agree that our electronic records of the acceptance of this Agreement and of actions taken through the Account shall be admissible as evidence and, in the absence of manifest error, shall be prima facie evidence of the matters they record.
27. Compliance
27.1 Anti-corruption. Each party shall comply with all Applicable Law relating to anti-bribery and anti-corruption, including the Malaysian Anti-Corruption Commission Act 2009, shall not offer, give, solicit or accept any gratification in connection with this Agreement, and shall maintain adequate procedures designed to prevent persons associated with it from doing so.
27.2 Sanctions and unlawful activity. The Merchant represents and warrants that neither it nor any person who owns or controls it is the subject of any sanctions administered or enforced by Malaysia, the United Nations Security Council or any other authority whose sanctions apply to either party or to a Wallet Provider, and that it shall not use the Services in connection with money laundering, terrorism financing or any other unlawful activity under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.
27.3 Export controls. The Merchant shall not use, export or re-export the Services in breach of any applicable export control or strategic trade law.
28. Governing law and dispute resolution
28.1 Governing law. This Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) (a "Dispute"), shall be governed by and construed in accordance with the laws of Malaysia.
28.2 Negotiation. If a Dispute arises, either party may give the other written notice of it, setting out its nature and full particulars (a "Dispute Notice"). Following a Dispute Notice, senior representatives of each party having authority to settle the Dispute shall meet (in person or by electronic means) and shall use reasonable endeavours, in good faith, to resolve it within thirty (30) days.
28.3 Mediation. If the Dispute is not resolved within that period, the parties may, by agreement, refer it to mediation under the mediation rules of the Asian International Arbitration Centre in Kuala Lumpur, or to another mediator agreed between them. Neither party is obliged to agree to mediation.
28.4 Jurisdiction. Subject to clauses 28.2 and 28.5, each party irrevocably submits to the exclusive jurisdiction of the courts of Malaysia in respect of any Dispute.
28.5 Urgent relief and recovery of Fees. Nothing in this clause 28 prevents either party from applying at any time to any court of competent jurisdiction for urgent injunctive, interlocutory or other equitable relief, or prevents us from commencing proceedings at any time for the recovery of unpaid Fees.
28.6 Continued performance. Save where this Agreement has been suspended or terminated, each party shall continue to perform its obligations under this Agreement pending the resolution of any Dispute.
29. General provisions
29.1 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, proposals, negotiations, representations, understandings and communications, whether written or oral, relating to that subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause limits or excludes liability for fraud.
29.2 Assignment. The Merchant shall not assign, novate, transfer, charge, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without our prior written consent, which shall not be unreasonably withheld. We may assign, novate or transfer this Agreement, in whole or in part, to an Affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, by notice to the Merchant, and the Merchant shall execute such documents as we reasonably require to give effect to it.
29.3 Sub-contracting. We may engage sub-contractors, including the sub-processors referred to in the DPA, to perform any of our obligations under this Agreement. We remain responsible for their performance as if it were our own.
29.4 Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates, or shall be deemed to create, any partnership, joint venture, agency, franchise, fiduciary or employment relationship between the parties, and neither party has authority to bind the other or to incur any obligation on its behalf, save that Platehaus acts on the Merchant's behalf and on its instructions in issuing Wallet Cards and sending Notifications as provided in clauses 8 and 9.
29.5 Third-party rights. A person who is not a party to this Agreement has no right to enforce any of its terms, and no Member, Wallet Provider or other third party is a beneficiary of this Agreement. Platehaus holds the benefit of clause 20.1 for itself and on trust for each other Platehaus Indemnitee, and may enforce that clause on behalf of each of them.
29.6 Severability. If any provision of this Agreement, or any part of a provision, is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or, if that is not possible, deleted, and the validity and enforceability of the remainder of this Agreement shall not be affected.
29.7 Waiver. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, or prevent or restrict its further exercise. A waiver is effective only if given in writing, and a waiver of any breach is not a waiver of any subsequent breach.
29.8 Remedies cumulative. Save as expressly provided in this Agreement, the rights and remedies provided under it are in addition to, and not exclusive of, any rights or remedies provided by law.
29.9 Language. This Agreement is made in the English language. If it is translated into any other language, the English version shall prevail to the extent of any inconsistency, save where Applicable Law requires otherwise.
29.10 Stamp duty and costs. Each party shall bear its own costs in connection with the preparation and acceptance of this Agreement. Any stamp duty payable on this Agreement or on any Order Form shall be borne by the Merchant.
29.11 Counterparts. An Order Form may be executed in any number of counterparts, and by electronic signature, each of which shall be an original and all of which together shall constitute one instrument.
29.12 Further assurance. Each party shall, at the request and cost of the other, do all such acts and execute all such documents as may reasonably be required to give full effect to this Agreement.
Schedule 1 — Service description and support
1. The Services
1.1 Subject to the Merchant's Plan and to approval where this Agreement requires it, the Services comprise the following, as more particularly described in the Documentation:
(a) Programs. Tools to create and operate Programs, including membership, loyalty and offers Programs (with points, stamps, tiers, rewards and benefits, as available), and Programs for identification, events and tickets, transit and boarding, and insurance and policy cards.
(b) Wallet Cards. Tools to design Wallet Cards, to issue them to Members for Apple Wallet and Google Wallet, and to keep them updated with the Member's record.
(c) Member-facing pages. A business page and Program pages served at the Merchant's Web Address, through which individuals can discover the Merchant's Programs, join, sign in, view their membership and benefits, and manage their choices.
(d) Counter. Tools for Authorised Users to identify a Member by Wallet Card, member number or telephone number and to record awards, redemptions, corrections and admissions.
(e) Customers. Records of Members, their status, their activity and their Family Accounts, with tools to review join requests and to manage memberships, and, on Plans that include it, the option to ask or require Members to share a telephone number verified with WhatsApp ("Verified Members").
(f) Notifications. Tools to prepare, submit for review and send Notifications to Members, and to see their delivery status.
(g) Marketing and growth. Referral tools, campaign and source tracking, QR codes and print materials, and Integrations with social media, advertising, business listing and review services, as available.
(h) Integrations. Connections to supported point-of-sale, e-commerce, design and automation services, as available.
(i) Reporting. Dashboards and reports on Program activity.
(j) Education. Articles, how-to guides and documentation.
1.2 The Services are provided as a hosted, web-based service. No software is delivered to the Merchant for installation, and no mobile application is supplied to the Merchant or to Members, unless an Order Form states otherwise.
1.3 The Services do not include: (a) the processing of payments; (b) the supply of any goods, services or rewards to Members; (c) the supply of devices, printing or connectivity; (d) the design of the Merchant's Program or the drafting of its Program Terms or Merchant Privacy Notice, save for the provision of Templates; or (e) legal, tax, accounting or regulatory advice.
2. Support
2.1 We provide support to the Merchant's Authorised Users by email at support@native.cards and through such other channels as we publish on the Platform, during the support hours published on the Platform from time to time.
2.2 Support comprises reasonable assistance with the use of the Services and the investigation of reported faults. It does not include support for Third-Party Services, the Merchant's devices or networks, or the Merchant's dealings with Members.
2.3 We do not provide support directly to Members in respect of the Merchant's Programs, rewards, goods or services. We shall refer such enquiries to the Merchant.
3. Maintenance
3.1 We may carry out maintenance of the Platform at any time. Where planned maintenance is expected to make a material part of the Services unavailable, we shall use reasonable efforts to schedule it outside normal business hours in Malaysia and to give prior notice through the Platform.
Schedule 2 — Form of Order Form
An Order Form is required only where the Merchant and Platehaus agree commercial terms that are not published on the Pricing Page.
| Item | Details |
|---|---|
| Merchant (legal name and registration number) | |
| Merchant address | |
| Merchant contact for notices (name and email) | |
| Billing contact and e-Invoice particulars (TIN, SST registration number where applicable) | |
| Plan and Services | |
| Commencement date | |
| Committed term and renewal | |
| Fees and billing frequency | |
| Plan limits | |
| Included Usage (for example, Active Members per Outlet each month) | |
| Usage Fees, and any maximum for a calendar month | |
| Payment terms (if different from clause 14.3) | |
| Wallet Provider credentials (Platehaus's or the Merchant's own) | |
| Service levels and remedies (if any) | |
| Special terms (identify each clause of the Merchant Agreement varied) |
This Order Form is made under, and incorporates, the native.cards Merchant Agreement published at https://native.cards/legal, which the Merchant confirms it has read and accepts.
| Signed for and on behalf of Platehaus Sdn. Bhd. | Signed for and on behalf of the Merchant |
|---|---|
| Name: | Name: |
| Designation: | Designation: |
| Date: | Date: |
Schedule 3 — Wallet Card issuance
This Schedule explains whose credentials a Wallet Card is issued under, what that means, and who bears the risk if a Wallet Provider acts. It applies to every Merchant. Please read it carefully.
Part A — Definitions and the two arrangements
1.1 In this Schedule:
"Issuer Credentials" means the developer or issuer account held with a Wallet Provider, and the pass type identifiers, issuer identifiers, classes, certificates, keys, service accounts and other credentials associated with it, under which a Wallet Card is created, signed, issued and updated.
"Issuer of Record" means the person in whose name the Issuer Credentials are held, and whom the Wallet Provider treats as the issuer of the Wallet Card and as responsible to it under the Provider Terms.
"Merchant Credentials" means Issuer Credentials held by the Merchant in its own name. This arrangement is sometimes called "bring your own credentials".
"Platform Credentials" means Issuer Credentials held by Platehaus in its own name and used to issue Wallet Cards for merchants generally.
"Provider Action" means any act, omission, decision, requirement or change of a Wallet Provider, for any reason or none, that affects Issuer Credentials, a Wallet Card, a class or category of Wallet Cards, a notification, or the Wallet Provider's wallet service, including: any review, rejection, restriction, limitation, rate limit, delay or removal; any suspension, revocation, expiry or termination of Issuer Credentials or of an account; any change to the Provider Terms, to technical requirements, to features, or to how a card or notification is displayed or delivered; and the withdrawal or discontinuance of all or any part of a wallet service, whether generally, in a territory, or on particular devices or versions.
"Provider Terms" means the agreements, programme requirements, policies, content rules, technical documentation and brand guidelines of a Wallet Provider that apply to the issue and distribution of Wallet Cards, as amended by the Wallet Provider from time to time.
1.2 Two arrangements. A Merchant's Wallet Cards are issued under one of two arrangements:
(a) Platform Credentials (Part B). This is the standard arrangement, and it applies unless Platehaus has agreed in writing to Merchant Credentials. Platehaus is the Issuer of Record.
(b) Merchant Credentials (Part C). Available by agreement with Platehaus. The Merchant is the Issuer of Record, and Platehaus operates the Services as the Merchant's technical service provider.
1.3 Part D applies under both arrangements. In this Schedule, "we" and "us" mean Platehaus and "you" means the Merchant.
Part B — Platform Credentials
2. How it works
2.1 Under this arrangement, each of your Wallet Cards is created, signed, issued and updated by Platehaus under Platform Credentials. Platehaus is the Issuer of Record. Your business is identified on the card, by your name, brand and Card Contact Details, as the business to which the card relates and to which Members should direct their questions, complaints and claims.
2.2 Platform Credentials are shared infrastructure. The same Issuer Credentials are used to issue Wallet Cards for many merchants.
2.3 You do not need, and are not asked to open, any account with a Wallet Provider.
3. What you acknowledge
3.1 You acknowledge and agree that:
(a) No rights in the credentials. Platform Credentials belong to Platehaus. You acquire no right, title or interest in them, and you may not access, receive, export, copy or use them, or ask a Wallet Provider to deal with them.
(b) You do not deal with the Wallet Provider. You have no account, contract or standing with a Wallet Provider in respect of Wallet Cards issued under Platform Credentials. You shall not contact a Wallet Provider about Platform Credentials or about Platehaus's accounts, and shall refer to us any communication that you receive from a Wallet Provider about them.
(c) Cards are tied to the credentials that issued them. A Wallet Card issued under Platform Credentials can be updated only by Platehaus under those credentials. It cannot be transferred, moved, re-signed or "ported" to Merchant Credentials or to any other issuer or service. If you move to Merchant Credentials or leave the Services, your Members will have to add new cards; the cards they hold will cease to be updated.
(d) Platehaus answers to the Wallet Provider. Because Platehaus is responsible to each Wallet Provider for everything issued under Platform Credentials, Platehaus may at any time, in its discretion and without liability to you: (i) review, refuse, require changes to, or decline to issue or update any Wallet Card or Notification; (ii) apply content rules, limits on the number or frequency of Notifications, and technical limits that are stricter than the Provider Terms or than Applicable Law; (iii) pause the issue of new Wallet Cards for you; and (iv) expire, void or revoke any Wallet Card, where it reasonably considers this necessary to comply with the Provider Terms, to respond to a Wallet Provider, or to protect Platform Credentials.
(e) Shared risk. A Provider Action affecting Platform Credentials may affect all Wallet Cards issued under them, including yours, whatever its cause. The cause may be a change in the Wallet Provider's policy or practice, a decision of the Wallet Provider that Platehaus disputes, a technical fault, a complaint, or the conduct or content of another merchant. You accept this as an inherent feature of an arrangement under which you are not required to hold credentials of your own.
(f) No guarantee. Platehaus does not warrant or guarantee that Platform Credentials will remain available, in good standing or unrestricted, or that any Wallet Provider will continue to permit Wallet Cards of any kind, for any business, in any territory, or at all.
4. What we will do
4.1 We shall:
(a) use commercially reasonable efforts to maintain Platform Credentials in good standing;
(b) comply with the Provider Terms that apply to us as Issuer of Record;
(c) operate the review and other safeguards described in the Agreement and the Acceptable Use and Content Policy;
(d) notify you as soon as reasonably practicable after we become aware of a Provider Action that materially affects, or is likely materially to affect, your Wallet Cards, to the extent that we are permitted to do so; and
(e) following such a Provider Action, use commercially reasonable efforts to do one or more of the following, as we consider appropriate: (i) have the Provider Action lifted or resolved; (ii) issue replacement Wallet Cards under other Issuer Credentials; (iii) offer you a move to Merchant Credentials under Part C; or (iv) continue to make your Members' cards and memberships available through the Member-facing pages of the Platform, which do not depend on a Wallet Provider.
4.2 Paragraph 4.1 states the whole of our obligations in respect of Platform Credentials and of any Provider Action affecting them.
5. Your conditions for using Platform Credentials
5.1 You shall:
(a) comply strictly with the Acceptable Use and Content Policy, and in particular publish, issue and send no Prohibited Content;
(b) give accurate Card Contact Details, keep them current, and answer the Members who use them;
(c) submit only content that you own or are licensed to use, and give us evidence of that on request;
(d) co-operate promptly, and in any event within two (2) Business Days of our request, with any enquiry, review or requirement of a Wallet Provider or of ours that concerns your Wallet Cards, Notifications or business;
(e) tell us at once of any complaint, claim, investigation or regulatory action concerning your Program, your content or your business that could reasonably be expected to concern a Wallet Provider;
(f) state in your Program Terms that the digital card is issued through native.cards and depends on Apple Wallet or Google Wallet, which may change or withdraw their services; and
(g) maintain, independently of Wallet Cards, the means of serving and contacting your Members that your business reasonably requires. A Wallet Card is a convenience and must not be your only record of, or only route to, a Member.
6. Who bears the risk of a Provider Action
6.1 Platehaus is not liable for Provider Actions. Subject to clause 21.1 of the Merchant Agreement, Platehaus shall have no liability to you, to your Members or to any other person, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any loss, damage, cost or expense arising out of or in connection with a Provider Action affecting Platform Credentials or your Wallet Cards, including where, as a result:
(a) new Wallet Cards cannot be issued;
(b) Wallet Cards already issued cease to be updated, cease to display Notifications, are marked invalid, or are removed from Members' devices;
(c) Notifications are delayed, limited, not displayed or not delivered;
(d) Members are lost, or are unable to present a card, earn or redeem a benefit, gain admission or obtain a service;
(e) you incur the cost of re-issuing cards, of re-enrolling or contacting Members, of printed or other replacement materials, or of obtaining an alternative service; or
(f) you suffer loss of revenue, profit, business, goodwill or reputation.
6.2 Your remedies. If a Provider Action prevents us from issuing or updating your Wallet Cards under Platform Credentials for a continuous period of more than thirty (30) days, you may terminate the affected Service by written notice, and we shall refund any Fees prepaid for that Service in respect of the period after the Provider Action began. That right of termination and that refund are your sole and exclusive remedies in respect of a Provider Action.
6.3 Our own default. Nothing in this paragraph 6 excludes our liability for our own fraud or wilful misconduct. Where a Provider Action is caused by our own breach of the Provider Terms (and not by you, by another merchant, or by a change of the Wallet Provider's policy or practice), our liability is subject to, and limited by, clause 21 of the Merchant Agreement.
6.4 Where you are the cause. Where a Provider Action is caused or contributed to by you, your Merchant Content, your Program, your Notifications, your business or the complaints of your Members: (a) we may suspend or terminate with immediate effect under clause 23 of the Merchant Agreement; (b) you shall indemnify us under clause 20.1 of the Merchant Agreement, including for our losses, for the losses of other merchants for which we become liable, for the cost of restoring or replacing Platform Credentials, and for the cost of re-issuing Wallet Cards to the members of other merchants; and (c) the limit in clause 21.3 of the Merchant Agreement does not apply to that indemnity.
6.5 Fair allocation. You acknowledge that: (a) the Wallet Providers are outside our control and may act at any time under their own terms; (b) the Fees do not include any charge for assuming the risk of a Provider Action, and we could not offer the Services at those Fees, or at all, if we assumed it; (c) Part C offers an arrangement under which you hold the Issuer Credentials yourself; and (d) this paragraph 6 is, in those circumstances, a fair and reasonable allocation of risk.
Part C — Merchant Credentials
7. How it works
7.1 Under this arrangement, each of your Wallet Cards is created, signed, issued and updated under Merchant Credentials. You are the Issuer of Record. We operate the Services, using Merchant Credentials on your behalf, as your technical service provider.
7.2 Merchant Credentials are available only where we have agreed to them in writing, and may be subject to additional Fees and to technical conditions that we notify.
8. Your responsibilities
8.1 You shall, at your own cost:
(a) open and maintain, in your own name, the accounts with each Wallet Provider that are required, and accept and comply with the Provider Terms as the contracting party;
(b) obtain any approval, review or publishing access that a Wallet Provider requires before cards may be issued to the public;
(c) create and supply to us, by the secure means that we specify, the identifiers, certificates, keys and service-account access that the Services require, and renew or replace each of them before it expires or on our request;
(d) authorise us, and you hereby authorise us, to use Merchant Credentials solely to provide the Services to you, including to sign, issue, update, expire and revoke Wallet Cards and to send the signals that update them;
(e) keep your accounts with each Wallet Provider in good standing, pay any fees that the Wallet Provider charges, and respond to the Wallet Provider's communications;
(f) tell us at once of any Provider Action, warning, review or enquiry affecting Merchant Credentials; and
(g) continue to comply with the Agreement, including the Acceptable Use and Content Policy, which applies to Wallet Cards issued under Merchant Credentials as it does to all others.
8.2 You represent and warrant, on a continuing basis, that you are entitled under the Provider Terms to appoint us to use Merchant Credentials as contemplated by this Part C, and that our doing so will not put you or us in breach of the Provider Terms.
9. What we will do
9.1 We shall: (a) use Merchant Credentials only to provide the Services to you; (b) hold them in accordance with the security measures described in the DPA, and not disclose them to any person other than our sub-processors who need them for that purpose; and (c) on the termination of the Agreement, or on your written request, cease to use them and delete the copies that we hold, within thirty (30) days.
10. Who bears the risk
10.1 The risk is yours. Merchant Credentials, and your relationship with each Wallet Provider, are your responsibility. Subject to clause 21.1 of the Merchant Agreement, Platehaus shall have no liability to you, to your Members or to any other person for any loss, damage, cost or expense arising out of or in connection with: (a) a Provider Action affecting Merchant Credentials or Wallet Cards issued under them; (b) the lapse, expiry, revocation, suspension, loss or compromise of Merchant Credentials, save to the extent caused by our breach of paragraph 9.1(b); (c) any failure by you to perform paragraph 8.1; or (d) any act done by us in accordance with your instructions or this Agreement using Merchant Credentials.
10.2 Indemnity. You shall indemnify us under clause 20.1 of the Merchant Agreement against any claim, demand, fine, penalty, loss, cost or expense arising from any claim or action by a Wallet Provider, or by any other person, in respect of Wallet Cards issued under Merchant Credentials or of our use of Merchant Credentials in accordance with this Agreement.
10.3 We may decline. We may decline to issue or update Wallet Cards under Merchant Credentials that have lapsed, that are not in good standing, or whose use would, in our reasonable opinion, expose us to liability; and we may apply to Wallet Cards issued under Merchant Credentials any review, safeguard or restriction that we apply under Platform Credentials.
10.4 On leaving. A Wallet Card issued under Merchant Credentials contains the address of the Platform as its source of updates. When the Agreement ends, the Platform will cease to answer for it, and the card will cease to be updated, unless you have re-issued your cards to point to a service of your own. We are not obliged to provide any transition or redirection service, save as may be agreed in an Order Form.
Part D — Under both arrangements
11. The Wallet Providers
11.1 No Wallet Provider is a party to the Agreement, and none gives you or your Members any warranty, undertaking or support in respect of a Wallet Card, a Program or the Services. You shall not state or suggest otherwise.
11.2 The Provider Terms change. A change in the Provider Terms applies to you from the time it applies to the Issuer of Record, without the need for any amendment of the Agreement. Where a change requires something of you, we shall tell you what is required, and you shall comply within the time we reasonably specify.
11.3 A Wallet Provider may review any Wallet Card and may require that it be changed or withdrawn. You shall comply promptly with any such requirement that we pass on to you, and we may give effect to it ourselves without waiting for you.
11.4 You shall not: (a) charge a Member for adding a Wallet Card to a wallet or for using the wallet to access it; (b) link any data obtained from or through a Member's Wallet Card with other user or device data for targeted advertising or advertising measurement, or disclose it to a data broker; (c) place in a Wallet Card any sensitive personal data, identity document number or biometric identifier; (d) present a Wallet Card, or any image on it, as a government-issued identity document; or (e) use the name, badge, button or mark of a Wallet Provider otherwise than as the Services present it.
12. Changes of credentials and re-issue
12.1 We may at any time, for technical, security or compliance reasons, renew, rotate or replace Issuer Credentials, or move your Wallet Cards to other Issuer Credentials. Where this requires Wallet Cards to be issued again, your Members may have to add the new card, and we shall give you such notice as is reasonably practicable.
12.2 A move between Platform Credentials and Merchant Credentials, in either direction, requires your Wallet Cards to be issued again under the new credentials. We shall give reasonable assistance, which may be subject to Fees. We do not warrant that every Member will add the new card.
13. Your Programs do not depend on the wallet
13.1 The record of each Program is held on the Platform and not in any wallet. A Provider Action does not delete or alter a Member's membership, balance, entitlements or history, and a Member may continue to view and present his or her card through the Member-facing pages of the Platform for so long as the Agreement continues.
14. Relationship with the rest of the Agreement
14.1 This Schedule is to be read with clauses 8, 20, 21, 22 and 23 of the Merchant Agreement. In respect of the issue of Wallet Cards and of any Provider Action, this Schedule prevails over those clauses, save that nothing in this Schedule excludes or limits any liability that clause 21.1 of the Merchant Agreement provides cannot be excluded or limited.
14.2 This Schedule survives the termination or expiry of the Agreement.
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