PwC Malaysia

Marketplace Terms of Business

(Version June 2021)

A. Software as a Service Terms of Business

1. Introduction

1.1. Terms – Please read this Terms of Business (“agreement”) carefully. By clicking ‘I agree’, you agree to be bound by this agreement concerning your installation of, access to or other use of the software or product provided by PricewaterhouseCoopers Taxation Services Sdn Bhd (“PwC”). If you do not accept the terms of this agreement, then you should not use the services or product.

2. Licence

2.1. Grant – We grant you a non-exclusive, non-transferable right for the permitted users to access and use the product, subject to the restrictions below and the terms of this agreement.

2.2. Restrictions on use – You and your permitted users may only use the product and services: (i) for your internal business purpose (limited to registered entities in Malaysia); (ii) in accordance with and for the duration of the agreement; and (iii) for use within the territory of Malaysia only.

2.3. Other restrictions – You and your permitted users must not: (i) infringe our intellectual property rights or those of our licensors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the product except to the extent permitted by non-excludable laws; (iii) use the product to provide services to a third party or allow any third party to obtain a copy of the product, or access or use them, save as expressly agreed in writing by us in advance, or where required by law; (iv) use the product without obtaining any necessary permits, consents or licences required to integrate or inter-operate the product with other software, hardware or data you use or licence; (v) use the product on any unsuitable system; or (vi) duplicate, modify or create a derivative work from the product without our prior written consent.

2.3. Other restrictions – You and your permitted users must not: (i) infringe our intellectual property rights or those of our licensors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the product except to the extent permitted by non-excludable laws; (iii) use the product to provide services to a third party or allow any third party to obtain a copy of the product, or access or use them, save as expressly agreed in writing by us in advance, or where required by law; (iv) use the product without obtaining any necessary permits, consents or licences required to integrate or inter-operate the product with other software, hardware or data you use or licence; (v) use the product on any unsuitable system; or (vi) duplicate, modify or create a derivative work from the product without our prior written consent.

2.4 Information about use – On our reasonable request you will allow us to undertake any audit or inspection we require, for the purposes of ascertaining whether you are using the product in accordance with this agreement and support services. You agree to facilitate such audit or inspection by making available relevant records evidencing your use of the product and by directing your personnel to cooperate with us.

3. Services

3.1. Services – We will perform the services specified in the purchase order (if any) with reasonable skill and care. You confirm that (i) the scope of the services is sufficient for your requirements; and (ii) any work we perform in addition to the services must be contracted for separately to this agreement.

3.2. Information – In order for us to provide the product and services, you will make sure that: (i) any information we need is given to us by you, or anyone else working with or for you, and that all information given to us is (a) given promptly, (b) is accurate and, (c) complete; and (ii) any assumptions are appropriate. We will not verify any information given to us relating to the services.

3.3. Your obligations – Our performance depends on you performing your obligations under the agreement. You agree that we are not responsible for failing to provide the product or services within any agreed timeframe or for any errors in the product or its outputs due to delays caused or materially contributed to by you, a permitted user or any third party by: (i) providing us with inaccurate or incomplete information or by using such information with the product; (ii) any information that is provided to us or used with the product in the wrong format; (iii) failing to make the appropriate staff or assistance available within a reasonable time; or (iv) any loss arising from you not fulfilling your obligations.

3.4. Deemed knowledge – In providing access to the product and performing the services we will not be deemed to have information from other services.

4. Permitted users

4.1. Your responsibilities – You are responsible for: (i) all use of the product by all permitted users; and (ii) ensuring the permitted users are made aware of the relevant terms of the agreement and comply with them, any terms of use and all reasonable instructions issued by us to you. You warrant that anyone who accesses the product using access codes we give you has your authority to do so.

4.2. Access rights – You must monitor the access rights of the permitted users on an on-going basis to ensure your and their compliance with this agreement. You must immediately notify us in writing if: (i) any changes to the permitted users’ access are required; or (ii) any permitted user details become known to anyone other than the relevant user so that we can disable those user details and provide a replacement access code.

4.3. Unauthorised use – You must notify us as soon as you become aware of any unauthorised use of the product by anyone. Neither we, nor our licensors, accept any liability in connection with any unauthorised use of the access codes or any unauthorised access to or use of the product.

5. Hosting, Suspension, Availability

5.1. Hosting – We may use third parties to host or provide all or parts of the product.

5.2. Suspension – We may suspend the use of or access to the product from time to time: (i) to perform routine or emergency maintenance; (ii) to implement service changes and upgrades to the product; (iii) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (v) if the product is, in our opinion, being misused. Any such downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.

5.3. Availability – We make no guarantee that the product will be accessible or usable at any given time or that access to it will be continuous, uninterrupted, or error free. We accept no liability for any consequences in connection with the product being unavailable. We may provide you with details of availability targets and other service levels applying to the product from time to time, which are subject to change and are not contractually binding. Any such availability targets: (i) refer to access to the product over the internet and do not apply to your own access to the internet for which you are responsible; and (ii) exclude any periods of downtime described in clause 5.2 above.

5.4. Technical support – Where applicable, we retain the absolute discretion whether or not to provide technical support services for the product which will be subject to a separate agreement.

6. Data

6.1. Your data – You may be able to input data into the product. You will own all rights, title and interest in and to all of your data and shall ensure that you have the right to input it into and use it with the product. You grant us a non-transferable, non-exclusive, royalty-free licence to use any data you make available to us for the purpose of providing the product to you.

6.2. Storage of data – You are solely responsible for keeping the originals of any data stored on the product and any copies required by you.

6.3. Viruses – You and we will use standard, commercially-available virus-checking software in relation to any data, files or output accessible using the product. You and we confirm all reasonably appropriate technical and organisational security measures are in place in respect of the information held in the product. We give no representation or warranty that the product or its outputs will be free from viruses or other harmful components.

6.4. Date use – Provided that we comply with our confidentiality obligations, you agree that we may (i) use any information obtained from your use of the product or supplied by you, or anyone else working with or for you for the purposes of improving the product and our services; and (ii) combine your information with information of other parties in order to provide reports and services to other parties.

6.5. Materials – We may retain copies of all materials relevant to the provision of the product or services, including any materials given to us by you or on your behalf.

7. Fees

7.1. Payment – You agree to pay us for the product and any services as set out in your order, either via credit card or debit card payment or bank transfer. You must also pay for any unauthorised use, being an amount equal to the fees which we would have charged had we licensed any such unauthorised use on the date when it commenced. All fees paid are non-refundable, unless otherwise provided in the agreement. Unless otherwise stated in the purchase order, we may vary our fees in each year of the agreement. All prices are in Ringgit Malaysia.

7.2. Expenses – You will pay any reasonable expenses that we incur in connection with the services.

7.3. Taxes – You will also pay any taxes that are due in relation to the product and any services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.

8. Term and termination

8.1. Duration – The agreement will start upon receipt of full payment from you or as stated on the purchase order. The agreement will last for the subscription term specified in the purchase order (if any), unless it is either renewed or terminated earlier in accordance with the agreement’s terms.

8.2. Termination – Either you or we may end the agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement. We may terminate the agreement immediately by giving written notice if you violate our, or our licensors’ intellectual property rights.

8.3. Fees payable on termination – You agree to pay us all fees then due and owing in accordance with the agreement as at the date of termination.

8.4. Cessation of use – On expiration or termination of the agreement, you and your permitted users will immediately cease accessing and using the product. We may disable access and use with immediate effect. Subject to any relevant laws, we may destroy or otherwise dispose of any of your content or data we have in our possession.

9. Confidentiality

9.1. Confidential information – We and you agree to use the other’s confidential information only in relation to the performance of its obligations under this agreement, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other PwC firms, subcontractors and IT service providers as long as they are bound by confidentiality obligations, and to your advisers who are 3 involved in this matter. The product, documentation and any access codes we provide under this agreement are our confidential information.

9.2. Referring to you and the services – We may wish to refer to you (for example as a customer and user of the product) for marketing purposes. You agree that we may do so, as long as we do not disclose your confidential information.

10. Data protection

10.1. Compliance – You and we will comply with applicable data protection legislation in relation to any personal data shared with us under the agreement.

10.2. Provision of personal data – You will not provide us with personal data unless the agreement requires its use, or we request it from you. In respect of any personal data shared with us, we assume you have necessary authority from relevant data subjects for us to use and transfer it in accordance with the agreement, and that they have been given necessary information regarding its use.

10.3. Data processing – Where we act as a controller, we may process personal data for the purposes of any of: (i) providing the services; (ii) administering, managing and developing our business and services; (iii) security, quality and risk management activities (iv) providing you with information about us and our range of services; and (v) complying with any requirement of law, regulation or a professional body of which we are a member. Full details of how we use personal data can be found in our privacy notice at https://www.pwc.com/my/en/home/pri vacy-commitment.html

10.4. Data transfers – We may transfer personal data shared with us to other PwC firms, subcontractors and IT service providers (whether within or outside Malaysia) in relation to any of the purposes set out in clause 10. We will carry out such transfers only where we have a lawful basis to do so.

10.5 Google Analytics – We use Google Analytics and associated cookies on our site. The cookies are used to track visitor traffic on our site, and collect information in a way that does not directly identify anyone. For more information on how these cookies work, please click here: (https://policies.google.com/technologies/p artner-sites?hl=en-GB&gl=uk). You may wish to delete these cookies using your browser settings from time to time. The data collected through the use of Google Analytics and the associated cookies is not shared with Google or other third parties.

11. Intellectual property rights

11.1. Ownership and right to use – We (or our licensors) own the intellectual property rights in the product, and any materials provided by us under the agreement, and you will have a limited right to use them for the purpose of the agreement. You acquire no intellectual property rights in or to the product or such materials other than as set out in the agreement.

11.2. IPR indemnity – Subject to Clause 12.4, we will indemnify you against any amounts payable under any judgment awarded against you that will not be appealed or any final settlement approved by us, to the extent arising from a claim against you in Malaysia alleging that the product infringes that third party’s intellectual property rights (“IPR claim”). This indemnity is conditional on you: (i) having complied with and continuing to comply with the agreement (ii) notifying us promptly of any actual or threatened IPR claim (iii) giving us control of the defence and settlement of the IPR claim (iv) complying with all reasonable requests we have (at our expense) in defending or settling the IPR claim (v) you taking all reasonable steps to mitigate the amount of your loss, and (iv) not making any admission or acting in a way which may be prejudicial to any litigation or negotiation of the IPR claim without our express written consent.

11.3. Indemnity limitations – The IPR indemnity does not cover IPR claims arising from: (i) the combination of the product with products or services not provided by us, unless agreed to in writing by us (ii) modification of or work performed on the product by any person other than us (iii) the product complying with or based on designs, specifications or other information provided by you or on your behalf or (iv) use of the product in a manner not permitted or contemplated under this agreement.

11.4. IPR infringement consequences – When we become aware of any actual or potential IPR claim, we may at our sole discretion: (a) modify or replace any part of the product; (b) obtain rights for you to continue using the product; or (c) terminate this agreement and issue a refund for the fees paid for the product for the remainder of the then current subscription period. You agree to abide by our decision and, if appropriate, stop using the product.

12.Liability

12.1. Exclusion of warranties – To the extent permitted by law, no warranties, conditions or other terms are implied into this agreement. We do not warrant that the product will: (i) be fit for any particular purpose; (ii) be free of errors or defects, or operate continuously or in an uninterrupted manner; or (iii) result in your compliance with laws, rules or regulations of any government or regulatory authority.

12.2. Product selection – You accept responsibility for: (i) your selection of the product to achieve its intended results and acknowledge that the product has not been developed to meet your individual requirements; and (ii) verifying the accuracy of your data input and output while using the product.

12.3. Specific types of loss – You agree that we will not be liable for (i) loss or corruption of data from your systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.

12.4. Our liability – You agree that our total liability (including interest) for all claims connected with the product or the agreement (including but not limited to negligence) is limited to the fees payable under this agreement in the twelve (12) month period preceding the date of the incident giving rise to the liability.

12.5. Sharing of limit – Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 12.4 will be shared between them, and it is up to those parties how they share it.

12.6. Unlimited liability – Nothing in the agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence or (ii) anything else that cannot by law be limited.

12.7. No claims against individuals – You agree to bring any claim (including one in negligence) in connection with the product and/or services or this agreement only against us, and not against any individual. Where our individuals are described as partners, they are acting as one of our members.

12.8. Third party suppliers – We may use other PwC firms (each of which is a separate and independent legal entity) suppliers or subcontractors to provide the product or services. We remain solely responsible for the product and services.

12.9. Restriction on claims – You agree not to bring any claim (including one in negligence) against another PwC firm (or its partners, members, directors or employees) or our suppliers or subcontractors in connection with the product or services.

12.10. Group members – You will ensure that no group member, including your subsidiaries, associated companies and any holding company (unless a party to the agreement), both while they are a group member and thereafter, brings any claim against any PwC firm (or its partners, members, directors or employees) or our suppliers and subcontractors in respect of any liability relating to the product, services or the agreement.

12.11. Proportionality – If we are liable to you under the agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then: (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).

12.12. Liability to you alone – We accept no liability to anyone, other than you, in connection with the product and services, unless otherwise agreed by us in writing. You agree to indemnify us and other PwC firms and their respective successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs (including legal costs), expenses and fees that we incur in connection with any claim by anyone else in relation to (a) your use of the product or the services or (b) the agreement.

12.13 Open source software – The product may include certain free and open source software components (together “open source software”). Notwithstanding any other provision of this agreement, your use of the open source software is governed exclusively by the terms applicable to the open source software and not the terms of this agreement. You acknowledge that any open source software is provided on an “as is” basis, as between us and you.

13.Dispute resolution

13.1 Arbitration –Any disputes, controversy or claim arising out of or relating to the agreement shall be referred for arbitration at the Asian International Arbitration Centre (the “Centre”) under the rules of the Centre. The arbitral tribunal shall have a panel of 3 arbitrators. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be in Kuala Lumpur. The arbitral tribunal’s decision and/or award shall be final and binding upon the parties.

13.2 Law and jurisdiction – The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by Malaysian law.

14.General

14.1. Compliance with law – You will comply with all applicable laws and regulations relevant to the receipt of the product and the services (including anti-bribery, anti-corruption, data protection, sanctions and export laws and regulations).

14.2. Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.

14.3. Independence – You and we will cooperate regarding your and our audit independence requirements. You will notify us as soon as you are permitted by law to do so of any proposed change that you believe is likely to occur (for instance in your group structure, or in relation to individuals that have significant influence over you) that could result in the relationship between you and us not being permitted under any audit independence rule or regulation. Information about when, in our opinion, the relationship may not be permitted is available from us on request. This information is solely to help you comply with this notification requirement and is not audit independence advice.

14.4. Entire agreement – The agreement forms the entire agreement between the parties in relation to its subject matter. It replaces any earlier agreements, representations or discussions. Subject to clause 12.6, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the agreement.

14.5. Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.

14.6. Assignment – No party may transfer or deal with their rights or obligations under the agreement without prior written consent, but we may novate the agreement to a transferee of all or part of our business. This novation will take effect on written notice from us so that (i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights and obligations under the agreement except in respect of work performed prior to that date and (ii) the combined aggregate liability of us and the transferee will not exceed the limit of our liability before the novation took place. We may also transfer or deal with our rights in any unpaid invoice without notice.

14.7. Changes – We reserve the right to change, modify or supplement the agreement at our discretion and at any time, by posting the changed, modified or supplemented agreement on or through the software, or through such other means as we may deem appropriate. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised agreement incorporating such changes, or otherwise notified you of such changes.

14.8 User Accounts and Profiles – In order to access certain services or features of our site, you may be required to create an account and profile. If any portion of the site requires you to open an account or create a user profile, the information you provide must be truthful and accurate. User accounts, profiles, usernames, and passwords are associated with one individual only and you agree that you will never allow access by another person or entity at any time and to never access the account, profile, username, or password of another person or entity at any time. You must notify us immediately of any unauthorized use of your account or of any other breach in security that you are aware of. We may, in our sole discretion, (i) reject or remove anything you post, (ii) restrict, suspend, or terminate your access to any or all of the site, or (iii) cease to provide and maintain the site, at any time, for any or no reason, with or without prior notice, and without liability. Upon doing so, we may retain or delete any information or content that you provided.

15.Interpretation

In the agreement the following words and expressions have the meanings given to them below:

access codes – The access credentials (such as usernames and passwords) we give you which allow your permitted users to access and use the product and/or receive the benefit of the services;

permitted users – Your employees, partners or directors who may access and use the product;

product – The ‘software as a service’ product;

PwC firm – Any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities;

the agreement – These terms and the purchase order (if any) to which they relate (including any schedules).

we, us or our – refers to the PricewaterhouseCoopers entity which is party to the agreement; and

you, your – The party or parties to the agreement (excluding us).

site – the marketplace website at www.marketplace.my.pwc.com

B.On-Premise Software Licence Terms of Business

1. Introduction

1.1 Terms – Please read this Terms of Business (“agreement”) carefully. By clicking ‘I agree’, you agree to be bound by this agreement concerning your installation of, access to or other use of the software or product provided by PricewaterhouseCoopers Taxation Services Sdn Bhd (“PwC”). If you do not accept the terms of this agreement, then you should not use the services or product.

2. Licence

2.1 Grant – We grant you a non-exclusive, non-transferable licence for the permitted users to use the software and documentation subject to the restrictions below and the terms of this agreement.

2.2 Restrictions on use – You and your permitted users may only use the software: (i) for your internal business purpose (limited to registered entities in Malaysia); and (ii) in accordance with and for the duration of this Agreement; and (iii) for use within the territory of Malaysia only.

2.3 Other restrictions – You and your permitted users must not: (i) infringe our intellectual property rights or those of our licensors; (ii) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the software except to the extent permitted by non-excludable laws; (iii) use the software to provide services to a third party or allow any third party to access or obtain or receive the benefit of the software and the documentation, save as expressly agreed in writing by us in advance, or where required by law; (iv) use the software without obtaining any necessary permits, consents or licences required to integrate or inter operate the software with other software, hardware or data you use or licence; (v) use the software on any unsuitable system; or (vi) duplicate, modify or create a derivative work from the software without our prior written consent.

2.4 Information about use – On our reasonable request you will allow us to undertake any audit or inspection we require, for the purposes of ascertaining whether you are using the software in accordance with this agreement. You agree to facilitate such audit or inspection by making available relevant records evidencing your use of the software and by directing your personnel to cooperate with us.

3. Standard support services

3.1 Support services – We will perform the support services specified in the purchase order (if any) with reasonable skill and care. You confirm that the scope of the support services is sufficient for your purpose; and you acknowledge that it may not be possible for us to resolve all issues or correct all errors in the software. You will use reasonable endeavours to install updates and new releases of the software we make available to you (if any). If you do not install these updates and new releases the level of support services we offer you may diminish over time.

4. Dependencies and assumptions

4.1 Information – In order for us to provide the software and support services you will make sure that: (i) any information we need is given to us by you, or anyone else working with or for you, and that all information given to us is (a) given promptly, (b) accurate, and (c) complete; and (ii) any assumptions are appropriate. We will not verify any information given to us relating to the software or the services.

4.2 Deemed knowledge – In delivering the software and performing the support services we will not be deemed to have information from other services.

5. Permitted users

5.1 Your responsibilities – You are responsible for: (i) all use of the software by all permitted users; and (ii) ensuring the permitted users are made aware of the relevant terms of the agreement and comply with them and all reasonable instructions issued by us to you. You warrant that anyone who accesses the software has your authority to do so.

5.2 Unauthorised use – You must notify us as soon as you become aware of any unauthorised use of the software by anyone. Neither we, nor our licensors, accept any liability in connection with any unauthorised use of the software.

6. Fees

6.1 Payment – You agree to pay us for the software (and support services, if any) as set out in the order, either via debit card or credit card payment or bank transfer. You must also pay for any unauthorised use, being an amount equal to the fees which we would have charged had we licensed any such unauthorised use on the date when it commenced. All fees paid are non-refundable, unless otherwise provided in the agreement. Unless otherwise stated in the purchase order, we may vary our fees in each year of the agreement. All prices are in Ringgit Malaysia.

6.2 Taxes – You will also pay any taxes that are due in relation to your licensing of the software. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make.

7. Term and termination

7.1 Duration – The agreement will start upon receipt of full payment from you or as stated on the purchase order. The agreement will last for the period specified in the purchase order (if any), unless terminated earlier in accordance with the agreement’s terms.

7.2 Termination – Either you or we may end the agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement. We may terminate the agreement immediately by giving written notice if you violate our or our licensors’ intellectual property rights.

7.3 Consequences of termination – You agree to pay us all fees then due and owing in accordance with this agreement as at the date of termination. On expiration or termination of the agreement, you and your permitted users must cease all use of the software and documentation and ensure that the software, documentation and any other confidential information and intellectual property provided under the agreement, and all copies of all these items, are deleted or returned to us.

8. Warranty and remedies

8.1 Warranty – We warrant that each generally available release of the software will substantially conform to its documentation for 90 days following first delivery. This warranty will not apply if the software is not used in accordance with this agreement or the documentation; or if the non-conformance is caused by any modification to the software which is not performed by us.

8.2 Remedies – You will notify us in writing within 30 days of performance or delivery (as applicable) if you consider that the software does not meet the standard at clause 8.1 above, specifying all relevant information reasonably necessary for us to identify the issue. If we agree that we have not met the required standard, we will, at our option, either: (i) repair or replace the software at our expense; or (ii) terminate this agreement and issue a refund: (a) for software licensed with a perpetual licence, of the fees paid for such software; or (b) for software licensed on a subscription basis, of the fees paid for such software for the then current subscription licence period. This is your sole and exclusive remedy for our breach of the warranty at clause 8.1. Where we have met the required standard, any re-performance by us will be subject to additional fees.

9. Confidentiality

9.1 Confidential information – We and you agree to use the other’s confidential information only in relation to the performance of its obligations under this agreement, and not to disclose it, except where required by law or regulation or by a professional body of which we are a member. However, we may give confidential information to other PwC firms, subcontractors and IT service providers as long as they are bound by confidentiality obligations, and to your advisers who are involved in this matter. The software, documentation and any licence key codes we provide under this agreement are our confidential information.

9.2 Referring to you and the services – We may wish to refer to you (for example as a customer and user of the software) for marketing purposes. You agree that we may do so, as long as we do not disclose your confidential information.

10. Data protection

10.1 Compliance – You and we will comply with applicable data protection legislation in relation to any personal data shared with us under the agreement.

10.2 Provision of personal data – You will not provide us with personal data unless the agreement requires its use, or we request it from you. In respect of any personal data shared with us, we assume you have necessary authority from relevant data subjects for us to use and transfer it in accordance with the agreement, and that they have been given necessary information regarding its use.

10.3 Data processing – Where we act as a controller, we may process personal data for the purposes of any of: (i) providing the services; (ii) administering, managing and developing our business and services; (iii) security, quality and risk management activities (iv) providing you with information about us and our range of services; and (v) complying with any requirement of law, regulation or a professional body of which we are a member. Full details of how we use personal data can be found in our privacy notice at https://www.pwc.com/my/en/ho me/privacycommitment.html

10.4 Data transfers – We may transfer personal data shared with us to other PwC firms, subcontractors and IT service providers (whether within or outside Malaysia) in relation to any of the purposes set out in clause 10. We will carry out such transfers only where we have a lawful basis to do so.

10.5 Google Analytics – We use Google Analytics and associated cookies on our site. The cookies are used to track visitor traffic on our site, and collect information in a way that does not directly identify anyone. For more information on how these cookies work, please click here (https://policies.google.com/technologie s/partner-sites?hl=en-GB&gl=uk). You may wish to delete these cookies using your browser settings from time to time. The data collected through the use of Google Analytics and the associated cookies is not shared with Google or other third parties.

11. Intellectual property rights

11.1 Ownership and right to use – We (or our licensors) own the intellectual property rights in the software, and any other materials provided by us to you under the agreement, and you will have a limited right to use them within the scope of the licence granted under this agreement. You acquire no intellectual property rights in or to the software, or such materials other than as set out in the agreement. You agree not to change or remove any copyright or authorship notices in the software.

11.2 IPR indemnity – We will indemnify you against any amounts payable under any judgment awarded against you that will not be appealed or any final settlement approved by us, to the extent arising from a claim against you in Malaysia by a third party alleging that the software infringes that third party’s intellectual property rights (‘IPR claim’). This indemnity is conditional on you: (i) having complied with and continuing to comply with the agreement (ii) notifying us promptly of any actual or threatened IPR claim (iii) giving us control of the defence and settlement of the IPR claim (iv) complying with all reasonable requests we have (at our expense) in defending or settling the IPR claim (v) you taking all reasonable steps to mitigate the amount of your loss, and (iv) not making any admission or acting in a way which may be prejudicial to any litigation or negotiation of the IPR claim without our express written consent.

11.3 Indemnity limitations – The IPR indemnity does not cover IPR claims arising from: (i) the combination of the software with products or services not provided by us, unless agreed to in writing by us (ii) modification of or work performed on the software by any person other than us (iii) the software complying with or based on designs, specifications or other information provided by you or on your behalf (iv) use of the software in a manner not permitted or contemplated under this agreement; or (v) circumstances which would not have arisen if you had installed the latest versions or updates of the software as made available by us.

11.4 IPR infringement consequences – When we become aware of any actual or potential IPR claim, we may at our sole discretion: (a) modify or replace any part of the software; (b) obtain rights for you to continue using the software; or (c) terminate this agreement and issue a refund: (i) for software licensed with a perpetual licence, the fees paid for such software; or (ii) for software licensed on a subscription basis, the fees paid for such software for the remainder of the current subscription licence period. You agree to abide by our decision and, if appropriate, install a different version of the software or stop using it.

12. Materials

12.1 We may retain copies of all materials relevant to the provision of the software or support services, including any materials given to us by you or on your behalf.

13. Liability

13.1 Exclusion of warranties – To the extent permitted by law, no warranties, conditions or other terms are implied into this agreement. We do not warrant that the software will: (i) be fit for any particular purpose; (ii) operate uninterrupted or be free from minor errors or defects; or (iii) will result in your compliance with laws, rules or regulations of any government or regulatory authority.

13.2 Software selection and use – You accept responsibility for: (i) your selection of the software to achieve its intended results and acknowledge that the software has not been developed to meet your individual

requirements; and (ii) verifying the accuracy of your data input and output while using the software; and (iii) ensuring that all data and other software used with the software is adequately backed-up beforehand.

13.3 Specific types of loss – You agree that we will not be liable for (i) loss or corruption of data from your systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.

13.4 Our liability – You agree that our total liability (including interest) for all claims connected with the software or the agreement (including but not limited to negligence) is limited: (i) where the software is licensed on a perpetual basis, to the fees paid or payable for such software under the agreement; or (ii) where the software is licensed on a subscription basis, to the fees payable for such software in the twelve (12) month period preceding the date of the incident giving rise to the liability.

13.5 Sharing of limit – Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 13.4 will be shared between them, and it is up to those parties how they share it.

13.6 Unlimited liability – Nothing in the agreement will limit a person’s liability for (i) death or personal injury caused by that person’s negligence or (ii) anything else that cannot by law be limited.

13.7 No claims against individuals – You agree to bring any claim (including one in negligence) in connection with the software or support services only against us, and not against any individual. Where our individuals are described as partners, they are acting as one of our members.

13.8 Third party suppliers – We may use other PwC firms (each of which is a separate and independent legal entity) suppliers or subcontractors to provide the software or support services. We remain solely responsible for the software and support services.

13.9 Restriction on claims – You agree not to bring any claim (including one in negligence) against another PwC firm (or its partners, members, directors or employees) or our suppliers or subcontractors in connection with the software or support services.

13.10 Group members – You will ensure that no group member, including your subsidiaries, associated companies and any holding company (unless a party to the agreement), both while they are a group member and thereafter, brings any claim against any PwC firm (or its partners, members, directors or employees) or our suppliers or subcontractors in respect of any liability relating to the software, support services or the agreement.

13.11 Proportionality – If we are liable to you under the agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).

13.12 Liability to you alone – We accept no liability to anyone, other than you, in connection with the software and support services, unless otherwise agreed by us in writing. You agree to indemnify us and other PwC firms and their respective successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs (including legal costs) that we incur in connection with any claim by anyone else in relation to (a) your use of the software and support services or (b) the agreement.

13.13 Open source software – The software may include certain free and open source software components (together ‘open source software’).

Notwithstanding any other provision of this agreement, your use of the open source software is governed exclusively by the terms applicable to the open source software and not the terms of this agreement. You acknowledge that any open source software is provided on an ‘as is’ basis, as between us and you.

14. Dispute resolution

14.1 Arbitration –Any disputes, controversy or claim arising out of or relating to the agreement shall be referred for arbitration at the Asian International Arbitration Centre (the “Centre”) under the rules of the Centre. The arbitral tribunal shall have a panel of 3 arbitrators. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be in Kuala Lumpur. The arbitral tribunal’s decision and/or award shall be final and binding upon the parties.

14.2 Law and jurisdiction – The agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by Malaysian law.

15. General

15.1 Compliance with law – You will comply with all applicable laws and regulations relevant to the receipt of the software and support services (including anti-bribery, anti-corruption, data protection and export laws and regulations).

15.2 Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.

15.3 Independence – You and we will cooperate regarding your and our audit independence requirements. You will notify us as soon as you are permitted by law to do so of any proposed change that you believe is likely to occur (for instance in your group structure, or in relation to individuals that have significant influence over you) that could result in the relationship between you and us not being permitted under any audit independence rule or regulation. Information about when, in our opinion, the relationship may not be permitted is available from us on request. This information is solely to help you comply with this notification requirement and is not audit independence advice.

15.4 Entire agreement – The agreement forms the entire agreement between the parties in relation to its subject matter. It replaces any earlier agreements, representations or discussions. Subject to clause 13.6, no party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the agreement.

15.5 Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.

15.6 Assignment – No party may transfer or deal with their rights or obligations under the agreement without prior written consent, but we may novate the agreement to a transferee of all or part of our business. This novation will take effect on written notice from us so that (i) the transferee will be substituted for us with effect from the date specified in the notice and we will no longer have any rights and obligations under the agreement except in respect of work performed prior to that date and (ii) the combined aggregate liability of us and the transferee will not exceed the limit of our liability before the novation took place. We may also transfer or deal with our rights in any unpaid invoice without notice.

15.7 Changes – We reserve the right to change, modify or supplement the agreement at our discretion and at any time, by posting the changed, modified or supplemented agreement on or through the software, or through such other means as we may deem appropriate. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised agreement incorporating such changes, or otherwise notified you of such changes.

15.8 User Accounts and Profiles – In order to access certain services or features of our site, you may be required to create an account and profile. If any portion of the site requires you to open an account or create a user profile, the information you provide must be truthful and accurate. User accounts, profiles, usernames, and passwords are associated with one individual only and you agree that you will never allow access by another person or entity at any time and to never access the account, profile, username, or password of another person or entity at any time. You must notify us immediately of any unauthorized use of your account or of any other breach in security that you are aware of. We may, in our sole discretion, (i) reject or remove anything you post, (ii) restrict, suspend, or terminate your access to any or all of the site, or (iii) cease to provide and maintain the site, at any time, for any or no reason, with or without prior notice, and without liability. Upon doing so, we may retain or delete any information or content that you provided.

16.Interpretation

In the agreement the following words and expressions have the meanings given to them below:

permitted users – your employees, partners or directors who may access and use the software as set out in the purchase order (if any);

PwC firm – any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities;

software – the software described in the purchase order (if any);

the agreement – these terms and the relevant parts of the purchase order (if any) to which they relate (including any schedules);

we, us or our – refers to PricewaterhouseCoopers entity which is party to the agreement;

you, your – the party or parties to the agreement (excluding us); and

site – the Marketplace website at www.marketplace.my.pwc.com.

C.MFRS E-learning Terms and Conditions

In these terms of use, “PwC”, “we”, “us” and “our” means PricewaterhouseCoopers Risk Services Sdn Bhd (1154008-H). “You”, “your” and similar expressions refers to the individual, corporate, trust, partnership or other entity (and any of their related bodies corporate) completed the registration process to use any e-Learning course offered by us.

1. The registration process for our e-learning

By submitting the application form, you will order the registration for the PwC Malaysia Capital Markets and Accounting Advisory Services website (the “Website”) as well as the e-Learning course available through it. After ordering, we will issue an invoice based on the information provided. Once proof of payment is provided to us in an email, and full payment is received, registration will be confirmed, and information will be sent to your email address with your login details.

2. Terms and conditions

2.1 By completing the registration process, you represent that you are authorised to enter into these terms of use for the Website and the e-Learning course and you agree that you will comply with these terms and all applicable laws and regulations, including relevant copyright and trademark laws.

2.2 Unless you enter a separate agreement in writing with PwC, in consideration for the performance of your obligations, these terms apply in relation to any rights we grant to you for a 3-months time-limited, non-transferable, non-exclusive licence to access and use the Website and the e-Learning course within Malaysia.

2.3 You agree to use the e-Learning course you register for in a manner consistent with their intended purposes.

2.4 You acknowledge that we may from time to time and without notice, vary, modify, or terminate, temporarily or permanently your use of the e-Learning course and/or these terms of use at our sole discretion.

2.5 You shall not modify the Website content and/or e-Learning course materials, make any derivative work based on it, reproduce or develop similar software or content using or based on the Website contents and/or e-Learning course materials.

2.6 We (or our licensors) retain all rights, title, and interests in the e-Learning course materials, and nothing you do on or in relation to the e-Learning course materials will transfer any intellectual property rights to you unless expressly stated.

2.7 You agree that your access to and use of the e-Learning course is for general information purposes only and should not be used as a substitute for consultation with professional advisers.

2.8 You agree to pay the fee(s), including applicable SST, per invoice issued by us to you. PwC’s standard payment terms which are within 14 days.

2.9 E-Learning offerings are provided on a use-it-or-lose-it basis and are not transferable. Your access to the courses is granted for a definite period of 3 months.

2.10 You will be required to register an individual email address and password (or other log in details) via the Website every time you submit an application form prior to receiving rights to access the e-Learning course that you register for.

3. MFRS E-learning Terms and Conditions

3.1 You agree that you have sole responsibility for the accuracy and protection of the information that you or any other person input into the Website (including any personal information) and that in no event shall we or our beneficiaries be liable for any loss of any kind (including loss or corruption of your data) arising from any act or omission.

3.2 Each party will use the other party’s confidential information only for the purpose of exercising its rights and fulfilling its obligations under these terms of use or as required by applicable law or professional standard, and will not disclose such confidential information to third parties except to the extent necessary to exercise its rights and fulfil its obligations under these terms of use or as required by applicable law. The party’s obligations under these terms of use with respect to any particular item of confidential information received will survive any termination or expiration of these terms of use.

3.3 You must keep your log in details secure and confidential and not disclose or allow anybody else to use those log in details. You must not re-assign or transfer these log in and password details to anyone else. We may assume that any person accessing or using the Website using those log in details is you.

3.4 Our approach to privacy is set out in PwC’s Privacy Policy at https://www.pwc.com/my/en/home/pr ivacy-commitment.html. We agree to cooperate with each other to address our respective obligations to comply with the data protection legislation applicable to any personal information shared in connection with the registration process and/or any other interaction with PwC for use of the e-Learning course.

3.5 You must not seek to circumvent access or security controls or otherwise threaten the security of the Website. You must notify us immediately by email to my_cmaas@pwc.com if you become aware of, or have reason to suspect that there has been any unauthorised access to or use of the Website using your log in details.

3.6 We may suspend your access to the Website where we reasonably believe there has been any unauthorised access to, or use of, the Website through your log in details. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the parties will work together to resolve the matter.

3.7 You must promptly notify us by email to my_cmaas@pwc.com of any error messages, anomalies, defects, glitches and other issues affecting your use of the Website, by taking a screenshot and forwarding it to us. We will attempt to resolve any matter as soon as we reasonably can.

3.8 Except as provided in these terms of use, any use, copying or distributing of the e-Learning course materials for any other purpose is expressly prohibited, unless prior written consent is obtained from us.

3.9 You hereby indemnify PwC and other assisting PwC network firms and undertake to keep PwC and other assisting PwC network firms indemnified against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of (a) your use of and access to the Website and/or e-Learning course materials; (b) any breach by you of any provision of these terms of use or arising out of any claim that you have breached any provision of these terms of use; (c) your breach of any third party right, including without limitation, any intellectual property, confidentiality or privacy right; and (d) any claim that you caused damage to a third party.

3.10 In using the e-Learning course, you must not: copy, decompile or reverse engineer the e-Learning course materials; provide us with inaccurate or incomplete information; violate any applicable laws or use the Website or e-Learning course for any purpose that is unlawful; distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software; or engage in any other conduct that inhibits any other person from using or enjoying the Website or e-Learning course.

3.11 You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks).

3.12 Upon the full and successful completion of any e-Learning course, you will be able to access a certificate by following the instructions indicated in the Website and/or e-Learning course.

4. Our rights and obligations

4.1 We provide access to the Website and all its content, materials and information on an “as is” and “as available” basis. We reserve the right to make changes or updates to the Website at any time without notice and we make no warranty that the Website will be available on an uninterrupted, timely, or error-free basis. Your access to the service may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

4.2 PwC may engage third parties, including but not limited to other PricewaterhouseCoopers member firms (each of which is a separate and independent legal entity), and third party providers of cloud-based data hosting, located in Malaysia and overseas, to assist us in providing the Website and e-Learning course to you. You agree that PwC may transfer information provided to us by you to those third parties, provided they are bound by confidentiality obligations.

4.3 Although we aim to offer you the best experience possible, we make no promise that your experience will meet your particular learning and development requirements. We make no warranty or other obligation that successful knowledge transfer to / application by individuals will take place.

4.4 We shall not be liable for (i) any element, component which is provided and incorporated into the Website content and/or e-Learning course materials not by us, (ii) any modification to the Website content and/or e-Learning course materials, not made by us or (iii) combining, operating or using the Website content and/or e-Learning course materials with any other data or application, which were not provided by us, as well as distribution, operation or use of the Website content and/or e-Learning course materials by third parties.

4.5 We will not be liable for: (a) any failures or errors of products or software produced by other manufacturers, in particular, in respect of its warranties and implied warranties; (b) for improper performance or non-performance of your IT environment, resulting from improper performance of products and software of other manufacturers’; (c) for non-performance or improper performance of the Website content and/or e-Learning course materials resulting of your inability to meet the minimum system requirements to run the Website and e-Learning course or lack of appropriate access to telecommunication and information network and environment.

4.6 We will not be liable for the improper use, the manner or purpose in/for which you use the Website content and/or e-Learning course materials.

4.7 PwC accepts no responsibility for any person who acts or relies in any way on any of the Website content or e-Learning course materials without first obtaining specific advice.

4.8 We take no responsibility for matters arising from changed circumstances or other information or material, which may affect the accuracy or currency of the Website and e-Learning course materials.

4.9 PwC’s maximum aggregate liability to you for all claims for direct loss or damages suffered

by you under or relating to these terms of use is limited to the amount of fees paid by you to PwC, and PwC is not liable for any indirect or consequential loss or loss of profit.

4.10 You undertake not to bring any claims in respect of the Website and the e-Learning course against any other PwC firm (its partners, employees, members of its bodies) or third party supplier to PwC.

4.11 We are subject to certain professional and governmental regulatory requirements, including with respect to independence of our audit clients and associated entities or persons. We may need to ask follow-up questions and you agree to provide responses accurately and promptly.

4.12 If we determine that our independence obligations mean that we cannot provide you with access to the Website and e-Learning course we will, at our sole option, and with immediate effect and by notice to you, terminate your rights to access and use the Website and e-Learning course.

4.13 Under no circumstances shall PwC be subjected to your organisation’s policies, code of conduct, including any additional confirmations (such as conflicts of interest or non- disclosure agreements). PwC will conduct ourselves in a manner consistent with the PwC’s Code of Conduct (found at https://www.pwc.com/gx/en/about/eth ics-business-conduct.html or such other replacement website from time to time) and our internal policies.

4.14 PwC will use reasonable care to ensure that the details published on the Website and in our e-Learning course and marketing materials are correct at the time of publication.

4.15 We make no promise that the Website and all its content, materials and information are appropriate or available for use in locations outside Malaysia. If you choose to access the Website from a location outside Malaysia, you do so on your own initiative and are responsible for compliance with local laws.

4.16 If any part of these terms of use is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

4.17 These terms of use are governed by the laws of Malaysia and any disputes, controversy or claim arising out of or relating to these terms of use shall be referred for arbitration at the Asian International Arbitration Centre (the “Centre”) under the rules of the Centre. The arbitral tribunal shall have a panel of 3 arbitrators. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be in Kuala Lumpur. The arbitral tribunal’s decision and/or award shall be final and binding upon the parties.

4.18 These terms of use constitute the entire agreement between us and you in relation to the Website and e-Learning course and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us.