Terms & Conditions

1. Provision of Cross Border Payment Service

The Customer wishes to transact with QQ Pay for the Cross Border Payment Services in accordance with these Terms & Conditions. QQ Pay is in the business of providing cross border payment services, under which QQ Pay receives funds from a Customer in Malaysia and, as instructed by the Customer, converts such funds from the denominated currency into the relevant foreign currency and remits the corresponding amount to the Beneficiary outside Malaysia ("Cross Border Payment Services").

2. Definitions and Interpretation

"Authorised Person"

means a person authorised by the Customer to bind the Customer under these Terms & Conditions.

"Beneficiary"

means the intended recipient of a Cross Border Payment as identified by the Customer.

"Business Day"

means a day on which banks in Kuala Lumpur, Malaysia, and where applicable, in the jurisdiction where the Beneficiary is located, are open for business.

"Card"

means any debit card or credit card issued under a payment card network, such as the Visa or Mastercard payment networks, which are accepted by QQ Pay.

"Contracts"

means the Foreign Exchange Contract and the Cross Border Payment Contract formed between the Customer and QQ Pay in respect of a Cross Border Payment.

"Cross Border Payment Contract"

means a contract formed between QQ Pay and the Customer in respect of a Cross Border Payment Order, subject to these Terms & Conditions.

"Cross Border Payment Details"

means the details of the Beneficiary, source currency and amount to be converted, foreign currency and amount to be paid to the Beneficiary, preferred date and time of Cross Border Payment, payment method, and such other details and information as may be required by QQ Pay.

"Cross Border Payment Order"

means an order in the form prescribed by QQ Pay made by the Customer on the QQ Pay App instructing QQ Pay to execute a Cross Border Payment based on the Cross Border Payment Details, subject to these Terms & Conditions.

"Customer"

means the person identified in the Customer Details Form as a Customer of QQ Pay.

"Customer Details Form"

means the form to be completed by the Customer for the purpose of opening a QQ Pay Account.

"Customer Sub-Account"

means a separate account, sub-account, or other designated account identifier maintained with a licensed bank in Malaysia in connection with QQ Pay's account, allocated exclusively to a particular Customer.

"Exchange Rate"

means the price of one currency in terms of another currency, as determined and applied by QQ Pay.

"Foreign Exchange Contract"

means a contract formed between QQ Pay and the Customer for the exchange of one currency for another currency at the Exchange Rate.

"FPX"

means the Financial Process Exchange, an online payment service that enables payments to be made directly from a customer's bank account through participating financial institutions in Malaysia.

"QQ Pay Account"

means the account created in respect of a Customer on the QQ Pay App through which the Customer may access the Cross Border Payment Services.

"QQ Pay App"

means QQ Pay's mobile phone application or web portal on which the Cross Border Payment Services are made available to the Customer.

"QQ Pay Fees"

means the fees payable by the Customer to QQ Pay for the provision of the Cross Border Payment Services.

"Refund Holding Fee"

means an administrative fee payable by the Customer to QQ Pay in respect of funds remaining outstanding pending processing of a refund, being the higher of: (i) RM10 per month; or (ii) an amount equivalent to 1% of the relevant funds per month.

"Sanctions Laws"

means all applicable sanctions laws, regulations, and directives, including those issued by Bank Negara Malaysia, the United Nations Security Council, and any other relevant authority.

"Settlement Date"

means the date on which the amounts payable pursuant to a Cross Border Payment Order must be received by QQ Pay from the Customer, being the end of the same Business Day on which the relevant Cross Border Payment Order is submitted.

"Terms & Conditions"

means these terms and conditions, any applicable product-specific terms and conditions, any agreement entered into between QQ Pay and the Customer relating to Cross Border Payment Services, and any other documents annexed or incorporated by reference.

"Trust"

means a trust arrangement pursuant to which property or assets are held by a Trustee for the benefit of the relevant beneficiary(ies) pursuant to a Trust Deed.

"Trustee"

means, in respect of a Trust, the person appointed to act as trustee of such Trust and includes any successor or replacement trustee.

"Trust Deed"

means, in respect of a Trust, the trust deed governing such Trust as varied, substituted, supplemented or resettled from time to time.

• Headings are for convenience only and shall not affect the construction and interpretation of these Terms & Conditions.
• The singular includes the plural and vice versa.
• Reference to persons includes bodies corporate, unincorporated associations, partnerships and individuals.
• If there is any conflict between any provision of these Terms & Conditions and any applicable law, regulation, guideline or standard, the applicable law, regulation, guideline or standard shall prevail to the extent of such conflict.
• Any reference to any law, statute, regulation or enactment shall include references to any statutory modification or re-enactment thereof.

3. Customer Representations and Warranties

The Customer represents and warrants to QQ Pay that:

1. these Terms & Conditions constitute a legal, valid and binding obligation of the Customer;
2. the Customer will not submit a Cross Border Payment Order as or by way of a wager, bet or other gambling transaction or for any illegal purpose, and that all Cross Border Payment Orders placed are lawful and are not in violation of these Terms & Conditions or any applicable laws;
3. in executing and giving effect to these Terms & Conditions, the Customer does not and will not infringe any provision of any other document or agreement to which the Customer is a party, nor any law or judgment or order binding upon it;
4. all information supplied to QQ Pay by the Customer is accurate in all material respects and the Customer will not omit or withhold any information which would make such information inaccurate in any material respect;
5. where so required by QQ Pay in writing, the Customer shall provide a valid and binding guarantee and indemnity or such security as a precondition of QQ Pay executing any Contract;
6. the Customer will provide to QQ Pay on request such information regarding its financial and business affairs and/or identity as QQ Pay may reasonably require in writing;
7. the Customer is bound by the applicable laws and regulations (as modified from time to time);
8. the Customer shall obtain and furnish QQ Pay all information and documents requested by QQ Pay in writing with respect to any Cross Border Payment Orders;
9. the Customer is not insolvent, and if the Customer is a corporate Customer, no resolution has been passed and no petition has been presented or order made for the Customer's winding up or liquidation;
10. all instructions provided to QQ Pay are made in respect of the Customer's monies legally and beneficially owned by the Customer, and the Customer is acting as a principal and not on behalf of any third party, and is in compliance with all applicable anti-money laundering and counter-terrorism financing laws; and
11. all funds used for transactions under these Terms & Conditions are derived from legitimate and lawful sources, and the transactions are not intended to facilitate money laundering, terrorism financing, or any other unlawful activity.

4. Capacity to Enter into These Terms & Conditions

The Customer represents and warrants to QQ Pay that:

1. the Customer is duly incorporated under the applicable laws and is validly existing (or, if an individual, is of legal age and is under no legal disability or incapacity) and has full power and authority to enter into these Terms & Conditions and perform its obligations;
2. the Customer has been properly categorized as: (i) an individual with a valid residency status in Malaysia; (ii) a company, corporation, partnership or limited liability partnership validly incorporated under the laws of Malaysia; or (iii) a Trust or a Trustee established, administered or resident in Malaysia, and has accurately advised QQ Pay of its status as such.

5. QQ Pay Account and Customer Sub-Account

In order to access the Cross Border Payment Services on the QQ Pay App, the Customer is required to open a QQ Pay Account by: (a) submitting a completed account opening form or duly executed engagement letter; (b) completing the required "Know-Your-Customer" or other similar checks or screenings as may be required by QQ Pay; and (c) providing any other information and documents as may be requested by QQ Pay.

The Customer acknowledges that QQ Pay reserves the right to refuse to open an account for a Customer or to suspend or deactivate a Customer's QQ Pay Account, at any time without assigning any reason whatsoever.

Subject to these Terms & Conditions and upon the Customer opening a QQ Pay Account, QQ Pay may establish and maintain a Customer Sub-Account for the Customer in the name of the Customer.

The Customer acknowledges and agrees that the Customer's QQ Pay Account and where applicable, the Customer Sub-Account are established and maintained solely for the Customer's use in accordance with these Terms & Conditions and that the Customer shall be responsible and liable for all instructions, transactions and other activities carried out through or in connection with such accounts.

No person other than the Customer or its Authorised Person is entitled to give instructions in respect of, operate or otherwise access the Customer's QQ Pay Account and where applicable, the Customer Sub-Account.

6. Segregated Accounts

The Customer agrees and acknowledges that all money deposited by the Customer with QQ Pay shall be deposited into an account nominated by QQ Pay. Where the Customer deposits money without agreeing to the terms of a Contract by the next Business Day, or without QQ Pay issuing the relevant Contract, or exceeding the amount required under the Contract — the amount deposited (or the excess amount) shall be deposited into a Customer segregated bank account.

Such segregation of the Customer's money and property does not fully protect the Customer's money and property from the risk of loss nor is QQ Pay required to invest or generate interest on such money.

7. Risk Disclosures

The Customer represents and warrants to QQ Pay that:

1. it has received, read, understood, and accepted these Terms & Conditions;
2. it shall access and use the QQ Pay App and Cross Border Payment Services at its own risk;
3. it recognizes and understands that the Foreign Exchange Contracts may involve a degree of risk and loss, and is appropriate only for persons who can assume risk of such loss;
4. it has considered its objectives and financial situation and has obtained appropriate independent legal and financial advice prior to entering into these Terms & Conditions;
5. it is willing and able, financially and otherwise, to assume the risk of entering into the Foreign Exchange Contract and/or Cross Border Payment Contract; and
6. it acknowledges that neither QQ Pay nor any of QQ Pay's associated entity guarantees the performance of any given Foreign Exchange Contract nor that any Foreign Exchange Contract will achieve a particular rate.

8. Customer Acknowledgements in Respect of the Cross Border Payment Services and the QQ Pay App

The Customer acknowledges and agrees that:

1. the submission of a Cross Border Payment Order creates an obligation on the Customer to make payment of the requisite amount by the Settlement Date in cleared funds, failing which such Cross Border Payment Order shall automatically lapse and be terminated;
2. all Cross Border Payment transactions executed by QQ Pay on behalf of the Customer shall be at the absolute discretion of QQ Pay;
3. upon the Customer submitting a Cross Border Payment Order and such order being accepted and confirmed by QQ Pay, a Foreign Exchange Contract and Cross Border Payment Contract shall be formed subject to these Terms & Conditions;
4. QQ Pay acts as principal and in that capacity, is the counterparty to the Customer in respect of the Foreign Exchange Contract and the Cross Border Payment Contract;
5. QQ Pay may determine the applicable Exchange Rate and QQ Pay Fees in respect of each Cross Border Payment Order, and such applicable Exchange Rate and QQ Pay Fees will be communicated to the Customer before the Customer submits the relevant Cross Border Payment Order;
6. notwithstanding the formation of any Contract, QQ Pay reserves the right, at its sole discretion, to refuse to accept, confirm, execute or carry out any Contract or to limit the number of Cross Border Payment Orders submitted by the Customer;
7. there are risks associated with utilizing an Internet-based system which include, but are not limited to, the failure of hardware, software, and Internet connection. QQ Pay will not be responsible for communication failures, distortions or delays;
8. QQ Pay does not warrant that the use and access to the QQ Pay App will be uninterrupted, error free or free of viruses or bugs or other harmful or corrupting code;
9. transaction confirmations shall be provided to Customers immediately upon completion of the relevant Cross Border Payment Order, and unless otherwise objected to within 24 hours, shall be deemed proof of the accuracy of its contents;
10. all determinations and calculations made by QQ Pay in respect of the Cross Border Payment Orders will be binding on the Customer in the absence of manifest error;
11. QQ Pay is entitled, in its reasonable opinion, to determine that an exceptional market condition exists, and in such cases, QQ Pay may suspend or terminate any or all of the Customer's existing or outstanding Cross Border Payment Orders;
12. QQ Pay does not guarantee that any instruction, order or transaction made by the Customer on the QQ Pay App will be fulfilled, completed and/or successful; and
13. the Customer places no reliance whatsoever on any warranties, whether oral or in writing, made or alleged to have been made by QQ Pay in relation to the Cross Border Payment Services and/or the QQ Pay App, unless such warranties are expressly stated in these Terms & Conditions.

9. QQ Pay Representations & Services

Subject to the other provisions in these Terms & Conditions, QQ Pay seeks to act honestly, and exercise reasonable due care and diligence in providing the Cross Border Payment Services. QQ Pay undertakes that it will not misuse Customer information. QQ Pay will use reasonable efforts to execute or arrange the execution of the Customer's instructions subject to these Terms & Conditions.

QQ Pay will provide the Cross Border Payment Services on an execution-only basis solely in accordance with the Customer's instructions. QQ Pay will not provide any advice or recommendation to the Customer regarding the merits of any transaction. The Customer shall be solely responsible for its decision to enter into any Cross Border Payment transaction.

Any transaction or market information or research provided by QQ Pay to the Customer is provided as general information only and does not constitute and cannot be relied upon as advice. QQ Pay makes no representation, warranty or guarantee, and accepts no liability for, the accuracy or completeness of any such information.

For the avoidance of doubt, QQ Pay does not and shall not assume any advisory, fiduciary or similar duties or act as an investment or financial adviser to the Customer.