Merchant's E-Voucher Listing Agreement

GENERAL TERMS & CONDITIONS

1. PRELIMINARIES

1.1 The following terms and conditions (“the Terms”) shall apply to govern, inter alia, merchants’ listing of e-voucher(s) in JaGaApp (“the Service”).

1.2 By executing, consenting, signing and/ or accepting the JaGaApp E-Voucher Listing Subscription Form (“the Subscription Form”), the Merchant named therein (“the Merchant”) is deemed to have acknowledged and agreed to be bound by all the terms and conditions stipulated herein.

1.3 By continuous listing of e-voucher(s) in JaGaApp, you signify your irrevocable acceptance of the terms and conditions herein.

1.4 This Agreement, the Subscription Form and Addendum/ Schedule (if any) (“this Agreement”) shall form an entire legally binding contract between Red Ideas Sdn Bhd (“RISB”) and the Merchant (either one as “the Party”, collectively as “the Parties”).

2. DEFINITIONS

2.1 In this Agreement, where the context admits:

a. The expression “Applicable Law” means any applicable constitution, laws, by-law, statute, ordinance, code, rule, regulations, order, judgment or decree of any government, state or political subdivision thereof, courts, regulatory or semi-regulatory or administrative body and shall be construed as references to such statute, rule, regulation, order or directive as may be amended, re-enacted or as modified by any other statute, rule, regulation, order or directive;

b. The expression “Charges” means the sum of subscription fees payable by the Merchant to RISB under this Agreement;

c. The expression “E-Voucher”, “E-Vouchers”, “e-voucher” or “e-vouchers” means the electronic voucher(s) listed by the Merchant in JaGaApp for redemption by the Users;

d. The expression “Force Majeure Event” means rebellion, civil unrest, riot, acts of terrorism, declaration of war, national emergencies, national disasters, strikes, lock-outs, fire, explosion, acts of God, adverse inclement weather, lightning-strikes, natural disasters, earthquakes, epidemics, pandemics, lock down or movement control orders by the government, damage to or destruction of RISB’s network, including interference to or compromise of RISB’s network caused by third part actions, occurrence of a major power disruption, commercial power failure, disruption of interconnected communications facilities or networks, acts by Government, regulatory bodies, national councils, local authorities or other appropriate authorities or any other event which is beyond the reasonable control of RISB which may materially affect the provision of the Service;

e. The expression “JaGaApp” means the mobile application which is made available by RISB where the Merchant’s e-voucher(s) shall be listed;

f. The expression “Merchant”, “you” and/ or “your” means the party or the company that enters into this Agreement with RISB to list their e-voucher(s) in JaGaApp subject to all terms and conditions herein;

g. The expression “Online Redemption” means the action of redeeming the E-Vouchers by the Users in any online platform associated by the Merchant as prescribed under the E-Vouchers;

h. The expression “person” or “Person” means any individual person, firm, company, corporation, government state or agency of a state or any association, trust or partnership (whether or not having a separate legal entity);

i. The expressions “Redemption” or “redemption” means the action of redeeming the E-Vouchers by the Users via offline at the Redemption Outlet and/ or via Online Redemption or any manner otherwise agreed by the Parties herein;

j. The expression “Redemption Outlet” means the outlet address provided by the Merchant via their E-Vouchers for the Users to approach physically to redeem the E-Vouchers;

k. The expression “RISB”, “we”, “us” and/ or “our” means Red Ideas Sdn Bhd, i.e. the Company that owns and operates JaGaApp;

l. The expression “SST” means Sales and Services Tax, if applicable;

m. The expression “Term” means the term of the subscription elected by the Merchant under this Agreement; and

n. The expression “User”, “Users”, “user” or “users” means JaGaApp’s users.

3. INTERPRETATION

3.1 Singular words include the plural and vice versa.

3.2 Headings used in this Agreement, the JaGaApp E-Voucher Listing Form and any Addendum/ Schedule are for mere reference purpose and shall not be taken into considerations when construing the provisions of this Agreement.

3.3 To the extent that the provisions in the Terms, the Subscription Form and any Addendum/ Schedule are inconsistent and/ or to the extent possible such provisions will be interpreted so as to make them consistent, and if that is not possible, then the Subscription Form shall prevail the Terms, the Addendum/ Schedule if any shall prevail the Terms.

3.4 Reference to a document includes all amendments, supplements to, or replacements of, that document whether paper or electronic/ digital.

3.5 The words “Ringgit Malaysia” and the symbol of “RM” shall be construed as the lawful currency of Malaysia.

4. THE SERVICE

4.1 Upon complete subscription by the Merchant for the Service via the Subscription Form, RISB agrees to provide platform to the Merchant via JaGaApp by listing the Merchant’s e-voucher(s) in JaGaApp Marketplace (“JaGaApp Marketplace”) to be redeemed by the Users subject to the Terms herein.

4.2 Unless otherwise expressly agreed in writing or as specified in or modified by any applicable Addendum/ Schedule, the Terms herein shall govern all rights and obligations of the Parties.

4.3 Subject to any changes imposed by RISB, the Service will be delivered to the Merchant by RISB, inter alia, in the following manner:

a. RISB may list the Merchant’s E-vouchers in JaGaApp Marketplace either by way of generic code or unique voucher or otherwise as deemed fit by RISB;

b. Via the Subscription Form, the Merchant shall elect from available options of subscription term (“Term”) of either 1 month, 3 months or 1 year subscription subject to the Charges thereof;

c. Upon submission of the Subscription Form, the Merchant shall submit along a proposal of the E-Vouchers listing by the Merchant containing all details necessary for RISB’s approval;

d. The Merchant shall have options on amount of E-Vouchers to be listed / redeemed by the Users and the manner of redemption of the E-Vouchers by the Users;

e. RISB shall have all rights to adjust, alter, modify and/ or remove any promotional packages provided or listed by the Merchant in JaGaApp Marketplace via the E-Vouchers; and

f. RISB reserves all rights to reject the Merchant’s listing of E-Vouchers for whatsoever reasons, amongst others, manner of redemption of the E-Vouchers deemed inappropriate. In this circumstances, the Merchant shall re-submit a fresh proposal of such E-Vouchers listing to RISB for further approval.

5. CONDITIONS PRECEDENT

5.1 The Merchant undertakes that:

a. The Merchant is a company or a business entity duly registered under the laws of Malaysia; and

b. The Merchant has all legal and authorized capacity to enter into this Agreement with RISB and to perform the obligations herein.

6. MERCHANT’S COVENANTS

6.1 The Merchant undertakes to:

a. Submit all information and/ or materials required by RISB of which are true, accurate, complete and up-to-date;

b. Provide the correct and accurate Redemption Outlet address or information to the Users for, amongst others, E-Vouchers redemption purposes;

c. Inform RISB immediately about any changes on the Redemption Outlet address or information, if any;

d. Provide to RISB the generic code or unique voucher or any other code in any other form required by RISB for the purpose of listing E-Vouchers failing which RISB may reject listing of any such E-Vouchers subject to terms and conditions herein;

e. Ensure that the Merchant and its employees, contractors and agents had provided with, undergone, and passed all necessary, valid and proper qualification training(s), in which the Merchant shall provide such qualification documents to RISB upon RISB’s requests;

f. Hold, apply for and remain valid any required authorization, licenses and/ or certifications from the relevant authorities to provide products/ services offered under the E-Vouchers listed in JaGaApp Marketplace;

g. Be solely liable for all products/ services offered under the E-Vouchers and fully indemnify RISB for any such damages, costs and expenses incurred on RISB’s part due to such products/ services under the E-Vouchers;

h. Inform and make available to the Users, the terms and conditions of the products/ services provided by the Merchant under the E-Vouchers, if any;

i. Provide and honor products/ services to the Users without any restrictions as offered under the E-vouchers due diligently upon redemption by the Users at Redemption Outlet or via Online Redemption or any manner otherwise agreed by the Parties, before any expiry date(s) of the said E-vouchers;

j. Enter into this Agreement without violating any court order or injunction to do the same;

k. Ensure that the products/ services pr­ovided under the E-Vouchers do not violate any local, state, territorial laws, orders, rules and regulations; and

l. Ensure that listing of the Merchant’s E-Vouchers and promotion of the Merchant’s goods and services in JaGaApp shall not constitute false, deceptive and/ or unfair advertisement and misrepresentation.

6.2 The Merchant agrees and acknowledges that:

a. RISB shall have all rights to amend and modify any descriptions, details and/ or materials relating to the products/ services under the E-Vouchers provided and shared by the Merchant in JaGaApp for the Service;

b. RISB is fully authorized by the Merchant to display and promote the Merchant’s E-Vouchers listing in JaGaApp through any platform and channels including but not limited to RISB’s business partners’ networks, marketplace or referral networks;

c. RISB shall have all rights, from time to time, to reject, revise, discontinue and/ or suspend any such listing of E-Vouchers by any Merchant for whatsoever reason at its sole discretion and to terminate this Agreement of that particular Merchant and to remove all such references to that E-Vouchers of that particular Merchant from JaGaApp; and

d. RISB shall not be responsible or liable for any such discount of the products/ services given by the Merchant to the Users under the E-Vouchers. Such discount, if any, shall be accountable by the Merchant itself.

7. RISB’S COVENANTS

7.1 RISB shall upon, receipt of Subscription Form and E-Vouchers’ listing proposal, payment of Charges from the Merchant and E-Vouchers’ materials from the Merchant, list such E-Vouchers to JaGaApp Marketplace and make available the E-Vouchers to the Users for redemption purpose subject to all terms and conditions herein.

8. PAYMENT AND INVOICING

8.1 Unless otherwise specified in the Subscription Form or any Schedule herein, the Merchant shall upon submitting the Subscription Form to RISB and on agreed payment term therein, make such payment(s) in the amount indicated and detailed in the Subscription Form (“Charges”), which is non-refundable.

8.2 All Charges are exclusive of SST (if applicable) or prevailing service taxes (as may be imposed by law from time to time). If any withholding tax is applicable to the Merchant making payment to RISB for the Service, then the Merchant shall gross up the Charges such that RISB receives the full Charges net of withholding tax.

8.3 RISB shall issue tax invoice(s) to the Merchant for the Charges and the Merchant shall pay and continue to pay the Charges by the due date stated in the invoice(s).

8.4 Notwithstanding anything to the contrary, the Merchant acknowledges and agrees that its obligations to pay all Charges due and payable shall not be waived, absolved or diminished by virtue of its failure or neglect to check, enquire, understand and ascertain the nature of the Service and the applicable charges associated.

8.5 The Merchant acknowledges that it is the Merchant’s responsibility to request from RISB any such invoice in the event it has not been received for any given billing period.

8.6 RISB shall have all rights to impose late payment charges for any due and unpaid invoice(s) at the rate deemed necessary by RISB and stipulated in the invoice(s) calculated from the due date until full settlement.

8.7 The Merchant shall indemnify all costs and expenses incurred by RISB in the course of recovering the due and unpaid invoice(s).

8.8 No Service shall be commenced before any Charges under the Subscription form are paid by the Merchant and received by RISB. RISB shall only list the E-Vouchers of the Merchant to JaGaApp Marketplace upon receiving the Charges for that particular billing period.

8.9 RISB reserves all rights to adjust / modify / discount the rate of the Charges payable by the Merchant at any time.

8.10 RISB reserves all rights to waive the Charges on any such percentage deemed fit by RISB.

9.0 REDEMPTION

9.1 The Merchant acknowledges that the Users are entitled to redeem the E-Vouchers provided and authorized by the Merchant via offline at the respective Redemption Outlet and/ or via Online Redemption or any manner otherwise agreed by the Parties.

9.2 RISB shall not provide any device or equipment to the Merchant for such E-Vouchers redemption purpose at the Redemption Outlet.

9.3 In the event of any error or discrepancies of redemption at the Redemption Outlet and/ or Online Redemption, RISB shall not be responsible to rectify the same and the Merchant shall be bound by the E-Vouchers to provide and honor the same discount value (if any) or benefits of the products / services under the E-Vouchers to the Users.

10. COMPLAINTS

10.1 The Merchant acknowledges that RISB shall not be responsible and/ or liable to resolve any complaints, feedbacks and/ or disputes by the Users in connection with, amongst other, this Agreement, the E-Vouchers and the products/ services provided by the Merchant under the E-Vouchers.

10.2 The Merchant undertakes to fully indemnify RISB against all costs, expenses, damages, claims, demands, proceedings or fines made or imposed against RISB arising out of, in connection with or due to any such complaints, feedbacks and/ or disputes by the Users as stated in Clause 10.1 above.

10.3 In the event of complaints, feedbacks and/ or disputes by the Users in connection with the Merchant’s products / services and/ or the E-Vouchers, the Merchant shall:

a. Be fully responsible to resolve the complaints, feedbacks and/ or disputes;

b. RISB will notify the Merchant upon receiving any such complaints, feedbacks and/ or disputes from the Users;

c. In the event any rectification / action is needed by the Merchant to resolve the above, the Merchant shall within three (3) working days upon such notification by the Users/ RISB, provide to the Users/ RISB the resolution mechanism of the said complaints, feedbacks and/ or disputes; and

d. The Merchant shall within five (5) working days after furnishing the said resolution mechanism to the Users/ RISB, take action to fully rectify and resolve the complaints, feedbacks and/ or disputes.

10.4 RISB reserves all rights to terminate this Agreement in accordance with the terms herein, in the event RISB receives more than three (3) complaints and/ disputes against the Merchant within one (1) month.

11. TERM

11.1 Subject to Clause 4.3(b) above, the Term of this Agreement is subject to the term elected by the Merchant in the Subscription Form which is either 1 month, 3 months or 1 year.

12. OPTION FOR RENEWAL

12.1 No automatic renewal shall be applicable on this Agreement.

12.2 No option for renewal shall be elected by the Merchant for this Agreement.

12.3 Renewal of Term, if any, shall be subject to mutual agreement by writing.

13. TERMINATION

13.1 Termination by the Merchant for Convenience

a. The Merchant may only terminate this Agreement for convenience by giving RISB a fourteen (14) days prior written notice upon expiry of redemption period of any and/or all E-Vouchers listed in JaGaApp Marketplace or upon expiry of the Term of this Agreement, whichever earlier; and

b. Termination by the Merchant under this clause shall only be effective upon expiry of such fourteen (14) days’ prior written notice given by the Merchant to RISB.

13.2 Termination by RISB for Convenience

a. RISB may terminate this Agreement at any time within the Term by giving fourteen (14) days’ prior written notice to the Merchant; and

b. Such termination under this clause shall only be effective upon expiry of the fourteen (14) days’ prior written notice given by RISB.

13.3 Termination by RISB due to the Merchant’s Default

Without prejudice to any other rights or remedy, RISB may immediately terminate this Agreement in the event that:

a. After the expiry of 7 days from a demand for payment by RISB for any outstanding invoices or Charges in arrears has been issued, and the Customer has not paid the sum demanded;

b. The Merchant is in breach of any material term in this Agreement and has not remedied the same to the reasonable satisfaction of RISB by the date specified in a prior written notice issued by RISB; and/ or

c. The Merchant has infringed or violated the Applicable Law pertaining to this Agreement and has failed, neglected and/ or refused to remedy the infringement or violation within the time frame stipulated by the relevant authority.

13.4 Termination due to Unforeseeable Circumstances

Either Party may terminate this Agreement immediately in writing if:

a. An order is made or an effective resolution is passed for the winding up, dissolution or bankruptcy of the other Party, or for the reconstruction and amalgamation of the other Party otherwise under any Applicable Law;

b. A receiver, receiver and manager, judicial manager, provisional liquidator, liquidator, trustee in bankruptcy or like official is appointed over the whole or substantially the whole of the undertaking of the other Party;

c. The other Party shall make any arrangement for the benefit of or enter into any arrangement or composition arrangement with its creditors;

d. A holder of an encumbrance takes possession of the whole or substantially the whole of the property of the other Party;

e. Execution is levied against the assets or undertaking of the other Party and a claim may be made accordingly;

f. The other Party shall have infringed or violated any law or regulation pertaining to the use or provision of the products; and / or

g. RISB receives any direction, order or notice issued by an appropriate authority either requiring RISB to terminate the provision of this Agreement, suspend the Service or declaring that the Service is contrary to the Applicable Law.

13.5 Termination due to Force Majeure

a. If either Party is prevented or delayed in the performance of any of its obligations under this Agreement by a Force Majeure Event, then that Party shall forthwith serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure event and shall, subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure Event during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavors, to recommence its affected operations in order for it to perform its obligations.

b. The Party claiming to be prevented or delayed in the performance of any of its obligations under this Agreement by reason of Force Majeure Event shall take all steps as are necessary to bring the Force Majeure Event to a close or to find a solution by which this Agreement may be performed despite the continuance of the Force Majeure Event.

c. If a Force Majeure event occurs and continues for 30 continuous days, then either Party may in writing, terminate this Agreement without any liability to each other, save for antecedent breaches and neither Party shall be liable for any breach, failure or delay in performance of its obligations pursuant to or of these terms (excluding the Merchant’s payment obligations), death or personal injury suffered.

13.6 Consequences of Termination

a. In the event of and upon any such termination as stated above, the Merchant shall pay RISB the balance Charges and all Charges in arrears up to the date of such termination, if any;

b. RISB shall cease to provide the Service to the Merchant upon effective termination; and

c. RISB reserves all rights to push in-app notifications and by other manners, notify such termination of this Agreement to the Users, if applicable.

14. INDEMNITY

14.1 The Merchant agrees to indemnify RISB against any and all costs, expenses, damages, claims, demands, proceedings or fines made or imposed against RISB (whether by the Merchant itself or by a third party) arising out of, in connection with or due to the Merchant’s breach of these terms or in using the Service, including but not limited to the claims for defamation, infringement of intellectual property rights, death or personal injury and/ or property damage.

15. LIMITATION OF LIABILITY

15.1 Unless otherwise specified in this Agreement, the liability of each Party to the other for all damages, losses, costs, or expenses arising out of, in connection with or related to this Agreement, regardless of the legal principle that imposes such liability, whether in contract, equity, intended conduct, tort or otherwise, will be limited to and will not exceed, (in the aggregate for all claims, actions and causes of action of every kind and nature), an amount equal to the aggregate value of the Charges for a 12-month period payable to RISB (excluding any third party recurring charges). This limit does not apply to any charges owed by the Merchant to RISB, recovery of the balance Charges and/ or any third party recurring charges incurred in order to provide the Service.

15.2 Neither Party shall be liable to the other Party under this Agreement for loss of production, loss of profit, loss of use, loss of business or market share, loss of data, revenue or any other economic loss, whether direct or indirect, or for any indirect, incidental, consequential, aggravated or exemplary damages, whether or not the possibility of such damages could have been reasonably foreseen.

15.3 Unless otherwise specified in this Agreement, RISB shall neither be responsible for any third party services or products which the Merchant access, use or acquire together with the Service, for any loss or damage caused or contributed by such services or products to the Merchant nor for any losses suffered by the Merchant due to any Service interruption or suspension.

16. CONFIDENTIALITY

16.1 The Merchant shall maintain in confidence all information and data relating to RISB, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you or on behalf of RISB (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by the Merchant from RISB, or any of its affiliate companies, or created in the course of this Agreement.

16.2 The Merchant shall use such confidential information only for the purpose of the Service and this Agreement, and shall not without RISB’s prior written consent, disclose such information to any third party nor use it for any other purposes.

16.3 The above obligations of confidentiality shall not apply to the extent that such confidential information:

a. Was at the time of receipt already in the party’s possession;

b. Is, or becomes in the future, public knowledge through no fault or omission on the party;

c. Was received from a third party having the right to disclose it; or

d. Is required to be disclosed by law and/ or authorities.

17. REPRESENTATION

17.1 The Merchant represents and warrants that all information required and furnished by you to RISB in connection with the Service are correct and accurate in every materials respect and are not false, misleading, deceptive, defamatory and/ or unlawful.

17.2 Nothing in this Agreement shall imply any obligations on the part of RISB to verify the accuracy and authenticity of any information.

17.3 The Merchant warrants that it has the necessary capacity, authority, rights, licenses and permissions to enter into and perform its obligations under this Agreement.

17.4 The Parties warrant to each other that this Agreement is a valid and enforceable agreement against each other notwithstanding any defect, deficiency or omission.

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1 This Agreement is governed by, and to be construed in accordance with, the laws of Malaysia and the Parties agree to submit to the exclusive jurisdiction of Courts of Malaysia.

19. DISCLAIMER OF WARRANTIES

19.1 The Service hereof is provided to you on an “as is where is” basis. RISB does not make any representation or warranty, whether express or implied, and excludes any implied warranties (whether arising by operation of Applicable Law, equity or common law) that the Service will achieve the expected functionality, will be error-free or uninterrupted, and/ or is of a specified or of any quality.

19.2 RISB makes no representation or warranties of any kind, express or implied, in connection with JaGaApp, the Service, this Agreement and/ or any related matters, amongst others, the accuracy of the information / materials/ details in JaGaApp.

19.3 RISB shall not be liable for any direct, indirect or consequent losses or damages arising from this Agreement.

19.4 The Merchant agrees to bear all liabilities, costs and expenses arising out of the Merchant’s listing of E-Vouchers in JaGaApp, including but not limited to, matters in connection with redemption of the E-Vouchers and the products/ services offered by the Merchant to the Users under the E-Vouchers and shall have no recourse against RISB for the same.

20. INTELLECTUAL PROPERTY RIGHTS

20.1 This Agreement shall not, in any manner, transfer, assign and/ or sell to the Merchant any rights of ownership and/ or any license in or related to RISB’s intellectual properties including but not limited to JaGaApp, its trademarks, customers’ data, names and logos owned by RISB.

20.2 RISB and its licensors, where applicable, shall own all rights, titles and interests, including all related intellectual property rights, in JaGaApp and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other parties relating to the Service.

21. LICENSES AND APPROVALS

21.1 The Merchant undertakes to apply for, and remain valid any license and/ or approval required by the appropriate authorities for the purpose of, amongst others, entering into this Agreement and to provide products/ service under the E-Vouchers to the Users.

21.2 The Merchant acknowledges that RISB is merely responsible to provide a platform via JaGaApp Marketplace for the Merchant to list E-Vouchers for the Users to redeem. This Agreement shall not in any manner, grant the Merchant any license to use and access JaGaApp, subject to terms and conditions herein. All rights not expressly granted/ waived are reserved by RISB and its licensors.

22. NOTICE

22.1 Any notice, consent, approval, request or demand (each a “Notice”) permitted or required under this Agreement must:

a. Be in writing;

b. Be signed by the authorized representative of the Party giving it; and

c. Be delivered personally or by prepaid registered post or fax or email to the contact person designated stated in the Subscription Form.

23. ENTIRETY

23.1 This Agreement, the Subscription Form and Addendum/ Schedule (if any) (“this Agreement”) shall form an entire legally binding agreement between RISB and the Merchant.

23.2 The Parties acknowledge that this Agreement shall supersede all previous contracts, agreements (if any) and correspondences.

24. VARIATION

24.1 Unless otherwise prescribed in this Agreement and/ or agreed by the Parties, RISB may vary, modify, add or delete these terms and conditions including terms in the Subscription Form and Addendum/ Schedule (if any) at any time, and such amendments shall be effective once they are posted on RISB’s website or JaGaApp. It is the Merchant’s responsibility to review this Agreement regularly. If the Merchant lists and/ or continues to list their E-Vouchers in JaGaApp after the date on which such variation comes into effect, the Merchant shall be deemed agreed, acknowledged, and accepted any such variation(s).

25. NON-WAIVER

25.1 No failure or delay (whether express or implied) on the part of either Party in exercising nor any omission to exercise any rights, power, privilege or remedy accruing to the Party hereunder upon any default or breach of any covenant, condition or duty on the part of another Party shall impair any such rights, power, privilege or remedy or be construed as a waiver thereof or any acquiescence in such default or breach nor shall any action by either Party in respect of default or breach or any acquiescence in any such default or breach affect or impair any rights, power, privilege or remedy of the Party in respect of any other or subsequent default.

25.2 Only a written waiver of any breach, right or remedy duly executed by Parties granting the waiver is valid and effective.

26. NON-ASSIGNMENT

26.1 Parties shall not be entitled to assign its rights or obligations or delegate its duties under this agreement without prior written consent of the other Party.

27. COSTS AND EXPENSES

27.1 Each Party herein shall bear their own solicitors’ costs and expenses incidental to preparation and execution of this Agreement and the Subscription Form, if applicable.

27.2 The Merchant agrees that all legal costs and expenses incurred by RISB in any legal proceedings commenced by RISB against the Merchant in connection with this Agreement shall be recoverable and payable by the Merchant.

28. SEVERABILITY

28.1 In the event any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement shall remain in full force and effect.

29. SUCCESSORS BOUND

29.1 This Agreement shall be binding upon the permitted assigns and successors-in-title of the Parties hereto. It is further provided that this Agreement shall not be discharged or in any way affected by any change in the composition or identity of the Parties hereto by amalgamation, reconstruction or otherwise.

Last Update: 20th July 2022