Business Partner Agreement

This Business Partner Agreement (“This Agreement”) contains the terms and conditions, and governs the legal relationship between Perfect Plus Loyalty Sdn. Bhd. (1354045-M) (“PPL) and you, in respect of your participation in the Loyalty Programs as listed in Schedule 1 of this Agreement as a Business Partner for us to refer individuals, who are Members of the respective Loyalty Programs, to purchase goods and/or services from your Outlet(s) and be rewarded with Points corresponding to the respective Loyalty Programs, as well as to redeem goods and/or services at your Outlet(s) with Points accumulated by them. You are deemed to have read and accepted these terms and conditions and are bound by them once you or your authorized personnel, have signed on the Business Partner Participation Request Form and/or upon our acceptance of your request to be a Business Partner and/or using an EDC Terminal and/or the Online Loyalty Transaction Gateway (“OLTG”) that is approved by us for you to record the Reward Transactions and/or Redemption Transactions conducted between any of your Outlets and any of the Members. In this respect, the first use of the EDC Terminal or the OLTG by you or your authorized personnel, staff or agent to conduct the Reward Transactions or Redemption Transactions will constitute binding and conclusive evidence of your acceptance of these terms and conditions. As such, you should read and understand the terms and conditions contained herein before doing any of the above or allowing your authorized personnel, staff or agent to do so. Further, this Agreement supersedes any arrangement or agreement previously entered into between you and us and may be superseded by variations, revisions or changes from time to time and at any time, subject to prior notice that we are obliged to inform you, and your continuous use of the EDC Terminal or OLTG to record any Reward Transaction and/or Redemption Transaction after the effective date of such variations, revisions or changes will constitute your acceptance of such variations, revisions or changes without any reservation.

  1. DEFINITIONS

    In this Agreement, the following definitions will apply:
    “Approved Redemption Transaction” means a Redemption Transaction conducted with an Authorization given by us;
    “Approved Reward Transaction” means a Reward Transaction conducted with an Authorization given by us;
    “Authorization” means the authorization given by us to a Business Partner via an EDC Terminal or OLTG, including authorization given verbally or in writing by us, for a Reward Transaction or Redemption Transaction or reversal of a previously Approved Reward Transaction or Approved Redemption Transaction, to be conducted between the Business Partner and a Member;
    “Business Partner” means the business enterprise who has submitted the Business Partner Participation Request Form and which has been approved by us to participates in the Loyalty Programs under the terms and conditions of this Agreement to sell goods and/or services to Members referred by us and/or the Program Partners, and for the Members to redeem at any Outlet of such business enterprise goods and/or services which we undertake to buy from such business enterprise and pay for at the Net Redemption Transaction Amount;
    “Business Partner Account” means the account which the Business Partner opens (or which we open on behalf of the Business Partner) and maintain with us from time to time;
    “Business Partner Agreement” means the agreement entered into between Business Partner and us for Business Partner’s participation in the Loyalty Programs;
    “Business Partner Participation Request Form” means the application form submitted by a business enterprise to us requesting to participate in the Loyalty Programs as a Business Partner under the terms and conditions in the Business Partner Agreement.
    “Commencement Date” means the date of commencement of your Participation as a Business Partner as stated in Clause 7.1 of this Agreement.
    “loyalty program” means a business program operated by an Operator bridging the buying-selling transactions between Members and Business Partners, rewarding Members with Points which are accumulated in the the account of the Member maintained by the Operator for the purpose of making redemption of free goods and/or services from Business Partners, and creating customer loyalty and plus businesses for the Business Partners, respectively.
    “Direct Debit Mandate” means the direct debit authorization given by the Business Partner (in a written form) to the bank with whom the Business Partner maintains its bank account;
    “Direct Debit e-Mandate” means the direct debit e-authorization given by the Business Partner (electronically via a third party appointed by us) to the bank with whom the Business Partner maintains its bank account;
    “EDC Terminal” means an electronic data capture terminal deployed by us or the Merchant Service Provider of ours, or a mobile app supplied by us, or a point-of-sales cash register terminal supplied and enabled by the vendor of the Business Partner, approved by us for the use by Business Partner to process and record Reward Transactions and Redemption Transactions;
    “Late Payment Charge” means the liquidated damage which includes the expenses incurred by us to collect the amount of money as stated in our Monthly Statement due from the Business Partner to us but remains unpaid by the next Monthly Statement, calculated based on 2% of the outstanding amount or RM10, whichever is larger;
    “Loyalty Acquiring System” means the system which we use for the recording and processing of the Reward Transactions, Redemption Transactions and any other transactions related to the Loyalty Programs, as well as the reversal of such transactions, conducted between Members and the Business Partner; and such system is connected to the EDC Terminals and/or the OLTG used by Business Partners and our Loyalty Issuing System, as well as the Loyalty Issuing System of each of our Program Partners.
    “Loyalty Issuing System” means the system which is used by an Operator for the recording and processing of the Reward Transactions, Redemption Transactions and any other transactions related to the Loyalty Program, as well as the reversal of such transactions, conducted between its Members and the Business Partners.
    “Loyalty Program” means a loyalty program listed in Schedule 1 of this Agreement (or any amendment thereof after the Commencement Date) which is operated by us or a Program Partner;
    “Mark” means the trade mark or service mark of a Loyalty Program owned by, or licensed by a third party to, the Operator of the Loyalty Program;
    “Member” means an individual who participates as a member in a Loyalty Program;
    “Membership” means the membership of the Member;
    “Membership Card” or “Card” means the card and/or mobile app bearing the Mark of, and issued by, an Operator to its Member for the Member’s identification and use for the recording of Points obtained for Reward Transactions and/or for Points to be deducted for Redemption Transactions.
    “Merchant Service Provider” means the service organization (as named in the Business Partner Participation Request Form) appointed by us to recruit Business Partners and/or to deploy/enable EDC Terminal(s) at the Outlet(s) of the Business Partners to process and record the Reward Transactions and Redemption Transactions.
    “Monthly Statement” means the periodical statement of the Business Partner Account issued by us on the last day of every month (or at other date on the following month as we may solely determine) during the entire period of the Business Partner’s participation in the Loyalty Programs, detailing the Approved Reward Transactions and the corresponding Reward Transaction Fees payable by the Business Partner to us, the Approved Redemption Transactions and the corresponding Net Redemption Transaction Amount payable by us to the Business Partner, any other charges that are billed to the Business Partner, as well as any payment made by the Business Partner to us and any payment made by us to the Business Partner during the month;
    “Net Redemption Transaction Amount” means the resultant of ‘Redemption Transaction Amount’ LESS ‘Redemption Discount’;
    “Normal Selling Price” means the Business Partner’s normal retail selling price of the goods and/or services redeemed by the Members from the Business Partner;
    “Operator” means a corporation which owns and operates a Loyalty Program under its Mark.
    “Online Loyalty Transaction Gateway” or “OLTG” means the online gateway that is owned and operated by PPL and which is linked to the Business Partner’s e-commerce platform (or commonly known as e-store) for the online acceptance of the Cards for Rewards Transactions and Redemption Transactions.
    “Outlet” means the brick and mortar place or e-commerce platform where the Business Partner carries out its business and which we have approved to participate as a Business Partner under the Business Partner Account or a supplementary Business Partner Account under this Agreement.
    “Other Payable” means any other charges payable by the Business Partner under the provisions of this Agreement;
    “Party” means either you or us;
    “Participation Fee” means the one-time fee charged by us for a business enterprise to participate as a Business Partner at the amount as may be determined by us from to time.
    “Point” means the loyalty point expressed in numerical digits allotted to a Member for an approved Reward Transactions conducted between the Member and a Business Partner, and it is used for the determination of the monetary value of the goods and/or services (in full or part thereof) which is redeemed by the Member at any Business Partner with prior Authorization from us;
    “Program Partner” means an Operator of a Loyalty Program (other than us) listed in Schedule I of this Agreement whereby such Operator has entered into an agreement with us authorizing us as its partner or licensee to process and acquire the Reward Transactions and Redemption Transactions conducted by the Business Partners and its Members;
    “Record Of Redemption Transaction” or “RDT” means the record of data relating to a Redemption Transaction and which is printed on a slip of thermal paper by an EDC Terminal or an electronic message issued by us to your e-commerce platform via the OLTG or produced manually on a prescribed form by a Business Partner.
    “Record Of Redemption Transaction Reversal” or “RDTR" means the record of data relating to the reversal of a previously conducted Redemption Transaction and which is printed on a slip of thermal paper by an EDC Terminal or an electronic message issued by us via the OLTG or produced manually on a prescribed form by a Business Partner.
    “Record Of Reward Transaction” or “RWT” means the record of data relating to a Reward Transaction and which is printed on a slip of thermal paper by an EDC Terminal or an electronic message issued by us via the OLTG or produced manually on a prescribed form by a Business Partner.
    “Record Of Reward Transaction Reversal” or “RWTR” means the record of data relating to the reversal of a previously conducted Reward Transaction and which is printed on a slip of thermal paper by an EDC Terminal or an electronic message issued by us via the OLTG or produced manually on a prescribed form by a Business Partner.
    “Redemption Discount” means the amount of discount off the Normal Selling Price of the goods and/or services which we undertake to purchase from the Business Partner for the redemption of the Members, and such discount amount is calculated as ‘Normal Selling Price MULTIPLIED BY Redemption Discount Rate’;
    “Redemption Discount Rate” means the percentage rate of Redemption Discount as stated in Section D of the Business Partner Participation Request Form submitted by the Business Partner and approved by us;
    “Redemption Transaction” means the transaction conducted between a Member and a Business Partner at the instance of the Member redeeming goods and/or services at an Outlet of the Business Partner to whom we undertake to buy from and pay for at the Net Redemption Transaction Amount;
    “Redemption Transaction Amount” means the Normal Selling Price in Ringgit Malaysia of the goods and/or services for the Redemption Transaction;
    “Reward Transactions” means the transaction conducted between a Member and the Business Partner at the instance of the Member buying and paying (with cash or payment instruments) for goods and/or services from the Business Partner.
    “Reward Transaction Fee” means the fee payable by the Business Partner to us for a Reward Transaction conducted between a Member and the Business Partner resulting from our referral of such Member to purchase goods and/or services from any Outlet of the Business Partner, and such fee is calculated as ‘Reward Transaction Amount MULTIPLIED BY the Reward Transaction Fee Rate’;
    “Reward Transaction Fee Rate” means the rate of Reward Transaction Fee as stated in Section D of the Business Partner Participation Request Form submitted by the Business Partner and approved by us;
    “You”, “Your” and “Yours” means all the persons responsible for complying with the terms and conditions as contained in this Agreement, including the person(s) or company or business enterprise named and referred to as “The Requester” in Section A of the Business Partner Participation Request Form.
    “We”, “Us”, “Our”, “PPL” and “The Company” means Perfect Plus Loyalty Sdn. Bhd. (1354045-M), having the business address at Unit L8-09, Wisma BU8, 11, Lebuh Bandar Utama, PJU 6, 47800 Petaling Jaya, Selangor, Malaysia, and the website www.perfectplus.com.my.
    Words incorporating neutral persons include corporations, Government and semi-Government organizations and vice versa. Words as singular include the plural and vice versa and words as one gender include every other gender.
  2. CARD ACCEPTANCE PROCEDURES

    1. You shall use the EDC Terminal and follow the instructions (which is given to you by the Merchant Service Provider upon installing or enabling the EDC Terminal at your Outlet) to seek Authorization for each Reward Transaction or Redemption Transaction when the Card is presented by the Member for the Reward Transaction or Redemption Transaction, as well as the reversal of such transactions, and give the Member a copy of the RWT, RRT, RWTR or RRTR, which is generated by the EDC Terminal or raised manually by you when the transaction is approved by us.
    2. You shall ensure that the OLTG shall be integrated and connected to your e-commerce platform(s) to seek authorization for each Reward Transaction or Redemption Transaction when the Card is presented online by the Member for Reward Transaction or Redemption Transaction.
  3. COMPLETE AND ACCURATE INFORMATION

    You warrant you have supplied complete and accurate information as required in the Business Partner Participation Request Form submitted to us, and further agree to indemnify us in the event of any claims, proceedings, actions and demands by any third party, and/or any loss that we may suffer, arising from any such inaccurate and/or false information supplied by you.

  4. CONSIDERATIONS

    1. In consideration of our referrals of the Members to purchase goods and/or services from any of your Outlets, you agree to pay us a Reward Transaction Fee for the Approved Reward Transaction at the Reward Transaction Fee Rate as stated in Section D of the Business Partner Participation Request Form.
    2. In consideration of us agreeing to purchase the goods and/or services for the redemption of the Members at any of your Outlets, you agree to charge us, and we undertake to pay you for the Approved Redemption Transaction, at the Net Redemption Transaction Amount.
    3. In consideration of our services in arranging the EDC Terminal(s) and/or the OLTG for the recording and the processing of the Reward Transactions using our Loyalty Acquiring System to administer your participation in the Loyalty Programs, you agree to pay us the Participation Fee as stated in Section E of the Business Partner Participation Request Form.
  5. INTER-SETTLEMENT

    1. The Reward Transaction Fees during a calender month shall be debited by us to your Business Partner Account corresponding to the respective Approved Reward Transactions recorded in our Loyalty Acquiring System.
    2. The Net Redemption Transaction Amount during a calender month shall be credited by us to your Business Partner Account corresponding to the respective Approved Redemption Transactions recorded in our Loyalty Acquiring System.
    3. Participation Fee and Other Payable recorded in our Loyalty Acquiring System shall be debited to your Business Partner Account as and when it is billed by us to you.
    4. Any payment made by you to us in settlement of amount due to us as stated in the Monthly Statement shall be credited to your Business Partner Account as and when the payment is received by us.
    5. Any payment made by us to you in settlement of amount due to you as stated in the Monthly Statement shall be credited to your Business Partner Account as and when the payment is made by us.
    6. A Monthly Statement which contains all the credits and debits as mentioned in Clauses 5.1 through to 5.5 above shall be emailed to your email address as stated in Section A of the Business Partner Participation Request Form, or any email address as may be informed by you and updated in our Loyalty Acquiring System, within 7 days from the end of the month, and any closing amount stated in the Monthly Statement which is due to us shall be settled by you upon receipt of the Monthly Statement by means of either the Direct Debit Mandate or Direct Debit e-Mandate as mentioned in Clause 5.7 below or internet bank transfer to our bank account as stated in the front page of the Business Partner Participation Request Form or in the Monthly Statement or any electronic fund transfer channel such as JOMPAY or cheque payable to our name and delivered to our address as stated in the Business Partner Participation or in the Monthly Statement, and any closing amount stated in the Monthly Statement which is due to you shall be settled by us within seven (7) days from the date of the Monthly Statement by means of IBG transfer to your bank account as stated in Section A of the Business Partner Participation Request Form or by cheque payable to your name and delivered to you at the address as stated in Section A of the Business Partner Participation Request Form or the address last known by us.
    7. You have executed, and shall execute from time to time as required of you, the Direct Debit Mandate or the Direct Debit e-Mandate (through an on-line payment transfer service provider arranged by us) as indicated in Section F of the Business Partner Participation Request Form, to allow direct debit of the amount due to us to your bank account as stated in Section A of the Business Partner Participation Request Form.
    8. If the amount shown in a Monthly Statement that is payable and due from you to us remaining outstanding on the next Monthly Statement’s date, we shall be entitled to charge you a Late Payment Charge calculated based on RM20 or 2% on the amount outstanding, whichever is greater; and we shall be entitled to debit such Late Payment Charge amount to your Business Partner Account.
    9. A statement of your Business Partner Account or certificate signed by a manager or an officer of ours as to the monies for the time being due and owing to us by you for Reward Transaction Fees, reversal or refund of Net Redemption Transaction Amount, fees, costs, charges, indemnity; recourse or otherwise shall be conclusive and binding evidence of such indebtedness for all purposes if you do not dispute such statement or certificate within seven (7) calender days from the date of service of such statement or certificate on you.
  6. MEMBER'S ENQUIRIES, COMPLAINTS OR DISPUTES

    1. You shall be fully responsible to deal with any inquiries, complaints or disputes from any Member relating to the nature, quality and delivery of the goods and/or services purchased by them from any of your Outlets, and if you make a refund to such Member, you shall immediately process the refund (in full or part) of the Reward Transaction in question via the EDC Terminal (if applicable), or notify us immediately in writing of any such adjustment made between you and such Member, so as to enable us to make reversal of the Reward Transaction Fee previously debited to your Business Partner Account, and to make reversal of the Points previously allotted to such Member’s account .
    2. You shall be fully responsible to deal with any inquiries, complaints or disputes from any Member relating to the nature, quality and delivery of the goods and/or services supplied to us by you and redeemed by such Member at any of your Outlets, and if you accept the return of the goods or full compensation of the services previously redeemed by such Member, you shall immediately process a refund of the Net Redemption Transaction Amount previously credited to your Business Partner Account via the EDC Terminal (if applicable), or notify us immediately in writing of any such arrangement made between you and such Member, so as to enable us to make reversal of the Net Redemption Transaction Amount previously credited to your Business Partner Account, and to make reversal of the Points previously deducted from such Member’s account.
  7. DURATION AND TERMINATION

    1. This Agreement shall be effective from the date of the notification from us to you of our acceptance of your request to be a Business Partner Participation (hereinafter referred to as the “Commencement Date”) for an initial period of three (3) years (hereinafter referred to as “Initial Term”) and shall be automatically renewed for consecutive terms of one (1) year each (“Renewal Terms”) unless either Party gives to the other Party a notice in writing sixty (60) days prior to the expiration of the Initial Term or any Renewal Term that the Party does not wish to renew this Agreement.
    2. If you default in the payment of any amount due to us or in the performance of any obligation herein contained or become insolvent or commit or suffer an act of bankruptcy or being a company goes into liquidation or a provisional liquidator, receiver or official manager is appointed or an order is made or an effective resolution is passed for your winding up or execution or distress against you or the assets of yours is levied or you make a false statement to us or the termination of your use of the EDC Terminal(s) deployed to you by the Merchant Service Provider and/or the termination of your connection to the OLTG, then we may at any time thereafter by written notice to you terminate this Agreement forthwith.
    3. If this Agreement is terminated by us for reasons of default or breach by you of any of your obligations, duties and covenants herein, any amount that may be debited in your Business Partner Account before the issuance of the next Monthly Statement by us shall become due and payable immediately upon termination or upon the occurrence of the above event without prejudice to our right of action in respect of any other breach of your covenants herein contained.
    4. Notwithstanding anything herein contained, we shall be entitled to terminate this Agreement, or your participation in any of the Loyalty Programs, in the event of a directive from the Malaysian Government or any of its Agencies to cease all the Loyalty Programs or our activities relating to the Loyalty Programs, by giving you written notice of not less than thirty (30) days or the time period as may be directed by the Malaysian Government or its agencies, whichever is longer, of our intention to do so, and in such event, neither Party shall be liable to pay any compensation or damages to the other Party.
    5. Notwithstanding anything herein contained, we shall be entitled to add or remove any Program Partner during the continuance of this Agreement at our sole discretion by giving you written notice of not less than thirty (30) days or the time period as may be agreed to between the affected Program Partner and us, whichever is longer, of our intention to do so, and in such event, neither party shall be liable to pay any compensation or damages to the other Party.
  8. COVENANTS BY BUSINESS PARTNER

    1. You shall not in any way levy a surcharge and/or increase the Normal Selling Price or displayed or listed and/or generally discounted price, of any goods and/or services to any Member desirous of using the Card for the Reward Transactions or Redemption Transactions, as the case may be.
    2. You shall not impose a minimum amount below which, or a maximum amount above which, you would refuse to conduct the Reward Transaction or Redemption Transaction.
    3. You shall accept and honour all Cards presented by any Member of any of the Loyalty Programs and shall not refuse to conduct any Reward Transaction or Redemption Transaction with any such Member at any time during the continuance of this Agreement under any circumstance except when such transaction is declined by us via a notification to you of such decline on the screen of the EDC Terminal (for face-to-face transaction) or via the OLTG (for online transaction) which you have used to process such transaction, including the seeking of an Authorization, in accordance to the procedures as mentioned in Clause 2.1 above.
    4. You shall adequately and prominently display inside and/or outside, as appropriate, of all your Outlets, the Marks and/ or the name and/or design of the Loyalty Programs, as well as, any other promotional materials, including the notice provided by us about the Points for the Reward Transactions and/or Redemption Transactions to be conducted between you and the Members.
    5. You shall keep the Business Partner's Copy of all Record of Reward Transaction (“RWT”), Record Of Redemption Transaction (“RDT”), Record Of Reward Transaction Reversal (“RWTR”) and Record Of Redemption Transaction Reversal (“RDTR”) for a period of at least-twelve (12) months from the date of such transaction or such longer period as may be required by law.
    6. You shall allow our staff or representative reasonable access to all your records relating to the Reward Transactions and Redemption Transactions and shall, if so requested by us, render full co-operation to us to verify any of such record.
    7. You shall be responsible for, and shall keep us fully indemnified against, the actions of your employees or agent or representative in relation to any Reward Transaction and/or Redemption Transaction under this Agreement, including but not limited to any irregularity or omission attributable to any act(s) of negligence fraud or forgery or otherwise on the part of your employees, agents or representative.
    8. You shall indemnify us in respect of any breach by you of any of your covenants and obligations herein, for which we have incurred or sustained any cost, loss or damage and/or any cost in enforcing this Agreement (including all legal costs on a solicitor-client basis).
    9. You hereby authorize us and/or any Program Partner or any of our Program Partner’s subsidiaries or affiliates or associates to include or to withdraw your name(s) and address(es) of your Outlets in any of our materials relating to the Loyalty Programs and your participation as a Business Partner in the Loyalty Programs under the terms and conditions herein, and you hereby undertake to hold us harmless from any misdescription or omission in any of such materials.
    10. You shall immediately notify us in writing if you change the Business Category or Primary Product/Services as stated in Section C of the Business Partner Participation Request Form.
  9. FORCE MAJEURE

    No Party shall claim against the other Party if the other Party fails to carry out its obligations under this Agreement due to a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, strikes, lockouts, or any other event outside the control of the Party in question. Should the force majeure period exceeds six (6) months, either Party shall be entitled to elect to terminate this Agreement by giving a notice of termination no less than thirty (30) days from the effective date of the intended termination.

  10. NOTICES

    Any notice to be served by either Party to the other Party shall be deemed sufficiently served if delivered to the address as specified in the front page (for us) and Section A (for you) of the Business Partner Participation Request Form, respectively. The Party sending such notice shall not be liable to the other Party for any undelivered notices for as long as such notice has been posted and addressed as aforesaid.

  11. SUCCESSORS AND ASSIGNS

    This Agreement binds and inures to the benefits of both Parties, their successors in title and assignees, and if you are an individual, shall be binding your heirs and personal representatives. You shall not assign all or any part of your obligations without our prior written consent. We, however, may assign any or all rights and obligations, reorganization or reconstruction or reorganization of our business subject to written notice to you.

  12. NON-WAIVER

    The failure of a Party to give timely notice of the breach or non-fulfillment of any of terms and conditions under this Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any of the terms and conditions under this Agreement constitute a waiver of any other breach or non-fulfillment of that or any other term or condition hereof.

  13. GOVERNING LAW

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

  14. SCHEDULE 1

    List of Loyalty Programs, Operators & Program Partners
    Name of Loyalty Program Mark Name of Operator / Program Partner
    B INFINITE BLOYALTY SDN BHD (Operator and Program Partner)
    CASH-IN REWARDS PERFECT PLUS LOYALTY SDN BHD(Operator)
    As notified in writing by Perfect Plus Loyalty Sdn Bhd from time to time after the Effective Date As notified in writing by Perfect Plus Loyalty Sdn Bhd from time to time after the Effective Date As notified in writing by Perfect Plus Loyalty Sdn Bhd from time to time after the Effective Date

    PERFECT PLUS LOYALTY SDN. BHD. (1354045-M)
    Business Address:
    LEVEL 8-09, WISMA BU8, 11,
    LEBUH BANDAR UTAMA, PJU6,
    47800 PETALING JAYA, SELANGOR,
    MALAYSIA.

    Telephone No.: 03-74917933
    Fax No.: 03-74917933
    Email Address: ppl@perfectplus.com.my
    Website: www.perfectplus.com.my


    Last Update: February 1, 2021