1. Purpose and acceptance
The purpose of the Agreement is to define the conditions under which Customers may use Cards to obtain Goods at participating Sites. Without prejudice to the other terms if this Agreement, use of a Card by the Customer or Cardholder constitutes acceptance of the General Terms and Conditions as part of the Agreement.
In this Agreement, the following words shall have the following meanings:
2.1 “Affiliate” means: (1) for Radius Fuel Cards: Radius Payment Solutions Limited (Company number: 08260702) “Radius” or any company in which Radius owns or controls, directly or indirectly, 50% or more of the voting rights; and (2) for Customer: any company in which Customer’s ultimate holding company owns or controls, directly or indirectly, 50% or more of the voting rights;
2.2 “Agreement” means these General Terms & Conditions, Card Forms and Card Procedures. In the event of a conflict between any provision of these General Terms and Conditions, the Card Forms or the Card Procedures, the Card Forms shall take precedence over the General Terms and Conditions and the General Terms and Conditions shall take precedence over the Card Procedures;
2.3 “Business Day” means any day on which clearing banks are open for business in Kuala Lumpur excluding Saturdays and Sundays;
2.4 “Card Forms” means the application form, card order form, e-business sign up form and/or any other form completed by Customer upon request by Radius Fuel Cards and accepted by Radius Fuel Cards;
2.5 “Card Procedures” means any procedures or guidelines regarding the use of the Cards as Radius Fuel Cards may Notify from time to time;
2.6 “Card Program” means the Card scheme owned and/or operated by Radius Fuel Cards based on which Radius Fuel Cards issues Cards for use by Customers;
2.7 “Cardholders” means persons to whom Customer has provided a Card and who are authorised by Customer to use such Card and “Cardholder” means any one of them;
2.8 “Cards” means all payment cards issued to Customer by Radius Fuel Cards and/or by any third party designated by Radius Fuel Cards and “Card” means any one of them; This excludes loyalty cards that may be issued by Radius Fuel Cards from time to time;
2.9 “Charges” means charges (including Surcharges) levied by Radius Fuel Cards in accordance with this Agreement, details of which can be located in the Charges section on the Website and “Charge” means any one of such Charges;
2.10 “Credit Limit” means the maximum amount of unpaid Transactions, whether invoiced or not, that can be outstanding on a Customer’s account at any time. The Credit Limit is determined by, and may be revised at any time, by Radius Fuel Cards in its sole discretion and that Radius Fuel Cards will Notify the Customer of the Credit Limit and the revisions thereto;
2.11 “Customer” means the person or company whose details appear in the Card Form and whose application for Cards has been accepted by Radius Fuel Cards;
2.12 “Debts” has the meaning given to it in clause 5.4(a);
2.13 “Exchange Rate” means the exchange rate published by the Bank Negara Malaysia which applies on the day of the Transaction plus 1.5%;
2.14 “Fuel Products” means all grades of diesel and petrol products purchased by the Customer using a Card from time to time;
2.15 “Goods” means Fuel Products, Non-Fuel Products and any other products and/or services that may be purchased from time to time using a Card;
2.16 “Hardware” means any hardware provided to the Customer by Radius Fuel Cards on behalf of a third party to be used in the provision of the Goods;
2.17 “Interest Rate” means interest at 2% above the base rate of Malayan Banking Berhad as may be amended from time to time; “Invoice” has the meaning given to it in clause 5.2(d);
2.18 “Late Payment” has the meaning given to it in clause 5.3(a);
2.19 “List Price” means (where applicable) the list price (including the effective pricing dates) available upon written request by the Customer to Radius Fuel Cards;
2.20 “Non-Fuel Products” means any products which are not Fuel Products supplied by Radius Fuel Cards or any third party to the Customer from time to time;
2.21 “Notify(ies)” or “Notifying” or “Notified” or “Notification” means informing the other Party:
(a) through the Website:
in the case of notification to Radius Fuel Cards – by submitting the required information electronically using the functionalities provided by the Website for this purpose; or
in the case of notification to Customer – by posting the information on the Website; or
(b) by sending an e-mail to such e-mail address as Radius Fuel Cards or the Customer respectively may specify from time to time (“By E-mail”); or
(c) by sending a fax to such fax number as Radius Fuel Cards or the Customer respectively may specify from time to time (“By Fax”); or
(d) by sending a letter to such address as Radius Fuel Cards or the Customer respectively may specify from time to time; or
(e) by including specific information on the Invoice or on the payment overview accompanying the Invoice (only applicable to a Notification by Radius Fuel Cards to Customer); or
(f) in the case of notification to Customer – by short messaging service using such telephone number as Radius Fuel Cards or the Customer respectively may specify from time to time (“By SMS”); or
(g) by phone using such telephone number as Radius Fuel Cards or the Customer respectively may specify from time to time (“By Phone”),
subject always that the notification by Radius Fuel Cards to the Customers shall at least consist of notification By SMS;
2.22 “Notification In Writing” means a Notification in the form specified in paragraphs (a) to (f) of that definition;
2.23 “Parties” means Radius Fuel Cards and Customer and “Party” means either of them;
2.24 “Payment Term” has the meaning given to it in clause 5.3(a);
2.25 “PIN” means the personal identification number issued for use with a Card;
2.26 “Rates” means the fuel rates and such other rates to be charged to Customers for Goods supplied by Radius Fuel Cards from time to time;
2.27 “Radius Fuel Cards” means Radius Fuel Cards Sdn. Bhd (Company number: 1180138-H) whose registered office address is Upper Penthouse, Wisma RKT, No. 2 Jalan Raja Abdullah, Off Jalan Sultan Ismail. 50300, Kuala Lumpur, and its successors, assigns and appointed agents or any other Affiliate and their successors, agents or assigns, as the case may be;
2.28 “Radius Fuel Cards Card Centre” means the contact point for administrative matters relating to the Card as Radius Fuel Cards may communicate from time to time;
2.29 “Retailers” means Shell Malaysia Trading (SDN) BHD. and/or companies who have entered into an agreement with Radius Fuel Cards to accept Cards as payment for Goods, as the case may be, and “Retailer” means any one of them;
2.30 “Sites” means the location where Retailer delivers the Goods to Customer or Cardholder;
2.31 “Surcharges” means surcharges imposed by Radius Fuel Cards on the purchase of Goods details of which are available on the Website;
2.32 “Transaction” means each use of the Card to obtain Goods at a Sites; and
2.33 “Website” means www.radiusfuelcards.com/my or any other website Radius Fuel Cards may authorise Customer to access in connection with this Agreement.
3. Card Program
3.1 Radius Fuel Cards may in its sole discretion provide, or cause a third party to provide, one or more Cards to Customer. Customer can use a Card for purchasing certain Goods that are available at Sites but Customer is not obliged to purchase a minimum amount of Goods using the Card. A Card that has not been used for a certain period of time as determined by Radius Fuel Cards may be cancelled automatically or subject to a Charge as a result of such non-activity.
3.2 Radius Fuel Cards offers, through Retailers, a range of Goods that can be purchased with a Card. Customer determines the categories of Goods that can be purchased with the Cards based on the available offering under the Card Program. Radius Fuel Cards may, at any time with Notification, extend or reduce the range of Goods it offers under the Card Program. The issuing of Cards to Customer does not confer any right to Customer to receive supplies of Goods.
3.3 Use of a Card constitutes a purchase of Goods from Radius Fuel Cards or from Retailer, as the case may be. Title to the Goods and risk of loss will pass upon delivery of the Goods at the Sites.
3.4 Radius Fuel Card shall publish a list of participating Sites on its Website (“Participating Sites”). Cards may only be used at Participating Sites however Retailers have the right to retain cards and/or to refuse to supply Goods, accept Cards or process Transactions for any reason including, but not limited to shortage of product, technical failure of equipment or failure by Customer to comply with the Agreement. Customer shall comply with all operating requirements and conditions imposed by a Retailer at the Sites. Any fees or payments charged by Retailer to Radius Fuel Cards in connection with Transactions by Customer not complying with local regulation or damaging Retailer’s equipment can be charged by Radius Fuel Cards to Customer. If the Goods have already been supplied and the Card is not accepted by the Retailer for whatever reason, the Customer is required to pay for the Goods at Retailer’s customer price applicable at the Sites with other means of payment.
3.5 Customer may authorise Cardholders to use a Card and shall ensure that Cardholders comply with Customer’s obligations under this Agreement. Customer shall ensure that Cards do not remain in possession of anyone who has ceased to be an authorized Cardholder. Customer acknowledges and agrees that it shall at all times be responsible and shall bear all risk for the use of the Cards by the Cardholders or any third party.
3.6 The Card may only be used for purchases that correspond with a normal consumption or use and Cards can only be used by Customer in compliance with all applicable legislation.
3.7 Customer and Cardholders are not entitled to participate in any Radius Fuel Cards promotions or loyalty schemes on Transactions using a Card unless otherwise invited in the terms of any such promotion or loyalty scheme.
3.8 Radius Fuel Cards may modify or end its Card Program and/or replace it with a different program from time to time in its sole and absolute discretion. In addition, Radius Fuel Cards may increase or reduce the number, and vary the type, of Retailers and/or Sites where Cards can be used. Radius Fuel Cards shall Notify the Customer of the aforementioned change, modification and variation.
3.9 Where a Customer acquires Hardware by virtue of this Agreement, the Customer shall abide by the terms and conditions of the supplier of the Hardware (as directed by Radius Fuel Cards from time to time). Radius Fuel Cards accepts no liability for any error or failure in the performance or functionality of the Hardware.
4.1 Property, cancellation, blocking or renewal of cards
Cards remain the property of Radius Fuel Cards at all times and Customer shall return Cards on first request to the Radius Fuel Cards Card Centre. This Agreement does not create an obligation on Radius Fuel Cards to supply the Cards to the Customer and further that Radius Fuel Cards may at any time in its sole discretion levy Charges on Cards, cancel or block Cards, or refuse to renew or replace Cards.
4.2 Use of Cards
Customer may only use Cards in accordance with the provisions of this Agreement. A Card may not be used in, among others, the following circumstances:
(a) after the expiry date shown on the Card;
(b) if Customer exceeds its Credit Limit;
(c) if the Card has been reported lost or stolen or the PIN compromised in accordance with clause 4.5;
(d) if the Card has been cancelled or blocked or its return requested by Radius Fuel Cards;
(e) in non-compliance with the Card Procedures, if any;
(f) if there are any Late Payments;
(g) if the Cardholder does not enter the correct PIN code.
Notwithstanding clause 4.2(a) to (e), Customer shall be liable to pay Radius Fuel Cards for all amounts due pursuant to each Transaction plus any Charges levied as a result of any breach of this clause 4.2.
4.3 Online and offline Transactions
Transactions will be processed online, except if this is not possible for technical reasons relating to the equipment required for such processing, in which case Transactions will be processed offline. Online Transactions shall be confirmed by PIN and offline Transactions (where permitted) shall be confirmed by PIN or by signature of the Cardholder on the sales voucher. Transactions confirmed in such manner are deemed to have been accepted by Customer and will be invoiced to Customer. Cardholder has no entitlement to offline Transactions, Customer will remain liable for Transactions made without PIN.
4.4 Security precautions
(a) Customer will be responsible for identifying and taking all necessary precautions to ensure the safe storage and use of the Card and its PIN. Notwithstanding the foregoing, Radius Fuel Cards may from time to time recommend specific precautions to Customer. A Card is issued with a PIN. Customer shall only disclose the PIN to the Cardholder authorised to use the Card. Customer shall ensure that the PIN is not compromised such as by keeping the PIN secret from any person other than the Cardholder, never storing the PIN together with the Card and entering a PIN discreetly.
(b) Radius Fuel Cards may in its sole discretion determine proprietary security limits (such as a maximum value per Transaction, a maximum value for all Transactions per Card over a period of time or a maximum number of Transactions per Card over a period of time), above which Transactions may be refused or Cards may be blocked. These limits are determined, and may be revised at any time, by Radius Fuel Cards in its absolute discretion and Radius Fuel Cards shall Notify the Customer of the limits (including revisions thereto). Radius Fuel Cards may, but has no obligation to, refuse Transactions or block Cards that exceed such security limits and Radius Fuel Cards will not be liable if Cards are used exceeding these security limits. Due to risk associated, it is not best practice, but at Customer’s request Radius Fuel Cards may issue Card(s) that are exempt from security limits. Customer will indemnify Radius Fuel Cards on demand in respect of all costs, claims and demands arising out of or in connection with the use of all such Cards.
(c) Retailer may, but is not obliged to, request the Cardholder to show appropriate identification to prove that his identity corresponds with the name on the Driver Card, in the absence of which Retailer may refuse the Transaction and/or retain the Card.
4.5 Lost, stolen or duplicated Cards and compromised PINs
(a) If Customer has reason to believe that a Card is lost, stolen, duplicated or has not been received when due or that the PIN is compromised Customer must immediately Notify Radius Fuel Cards preferably through the Website, By Phone, By E-mail or By Fax. Any Notification must be received prior to 15.00 hours in order to be accepted as valid notification on the date of such Notification. Notification after 15.00 hours on any date will be deemed to have been accepted as Notification on the following Business Day. Where Notification has been given orally, Customer shall confirm this by Notification in Writing within two (2) Business Days thereafter (“Confirmation”).
(b) Customer shall be liable for all Transactions made with a lost, stolen or duplicated Card (including all Transactions made with a duplicate of the Card) for a period of three (3) Business Days after Radius Fuel Cards has received Notification in Writing (or Confirmation, as the case may be) from the Customer that the Card has been lost, stolen or duplicated. Radius Fuel Cards shall, as soon as reasonably practicable, block the lost, stolen or duplicated Card. In addition, if after Notification that a Card is lost, stolen or duplicated, the Card is used by the Cardholder, Customer will remain liable for such Transactions and Radius Fuel Cards may make such reasonable charge to Customer as appropriate to cover the expenses incurred by Radius Fuel Cards as a result of Customer’s Notification, including any payments made by Radius Fuel Cards to any person as a reward for confiscating such Card.
(c) Customer shall be liable in respect of all Transactions made with a Card with a compromised PIN for a period of three (3) Business Days after the Customer has given Notification (or Confirmation, as the case may be) to Radius Fuel Cards as detailed in clause 4.5(a) above. Radius Fuel Cards shall, as soon as reasonably practicable, block the Card with a compromised PIN.
(d) Customer shall give Radius Fuel Cards all reasonable assistance to investigate the loss, duplication or theft of any Card and to assist Radius Fuel Cards to recover the lost or stolen Card or a duplicate of the Card.
4.6 Cancellation, withdrawal or replacement of Cards
(a) If Customer wishes to cancel or withdraw a Card for any reason he should Notify Radius Fuel Cards accordingly and return the Card to the Radius Fuel Cards Card Centre with the corner cut off. Customer will remain liable in respect of all Transactions made with a cancelled or withdrawn Card, prior to receipt of the Card at the Radius Fuel Cards Card Centre.
(b) Upon receipt of new Cards replacing existing or expired Cards Customer shall ensure that all the replaced Cards are immediately destroyed. Customer shall remain liable for all Transactions made with the replaced Cards.
4.7 Radius Fuel Cards reserves the right to levy Charges in respect of the reissuing and replacement of any Cards.
5. Price, Invoicing and Payment
(a) For the purchase of Goods, Customer will be invoiced at the Rates. Radius Fuel Cards has the right to modify the Rates, and where applicable, Radius will Notify the Customers at least twenty-one (21) days prior to implementation of the same.
(b) Radius Fuel Cards may apply a Charge or a Surcharge to the price of the Goods depending on the location of certain Sites and the nature of certain Goods purchased.
(c) Goods shall be invoiced together with Charges, taxes, duties, and any other charges levied in the country of delivery. Goods and Service Tax shall be specified separately as per the legal requirement in Malaysia. Taxes, duties and Charges will also be added to all service fees or other payable amounts as appropriate. Customers are responsible for Notifying Radius Fuel Cards in due course of any changes to their country-specific international (GST) ID numbers.
(d) Radius Fuel Cards may in its sole discretion levy a Charge for customer services or facilities it provides to Customer, which may include but is not limited to the application of a percentage (%) of service fee to the purchase of all Fuel Products and Non-Fuel Products. Radius Fuel Cards may from time to time modify the amount of the Charges or services to which the Charges relate, and Radius will Notify the Customers at least twenty-one (21) days prior to implementation of the same.
(e) The List Price and any Charges may be changed and updated from time to time and where applicable, Radius will Notify the Customers at least twenty-one (21) days prior to implementation of the same.
(a) If Transactions have been processed, Customers will be invoiced with the frequency agreed between Radius Fuel Cards and the Customer. Radius Fuel Cards may conduct periodic reviews on all Customers and Radius Fuel Cards reserves the right to amend the invoice frequency and the payment terms of the Customer and shall Notify the Customers of the amendments.
(b) The use of electronic invoicing (where available) is subject to Customer subscribing to the e-invoicing service. Radius Fuel Cards may in its sole discretion levy a Charge to Customer if Customer does not subscribe to the e-invoicing service. When subscribing to the e-invoicing service, Customer agrees that (i) Radius Fuel Cards may archive Invoices electronically or have them archived electronically by its nominated third party contractor and (ii) advanced signature, in line with Malaysian legislation, is used to protect the integrity of all Card e-invoices. Customer may also be notified by an email when a new Invoice is available online. Customer may still receive a paper Invoice in cases of manual adjustments.
(c) Customer will be invoiced for Goods purchased in RM. Purchases made in foreign currencies will be converted to RM using the Exchange Rate.
(d) Radius Fuel Cards will issue Invoices or debit notes, or will cause Invoices or debit notes to be issued on its behalf, for Goods sold by Radius Fuel Cards or Retailers to Customer. If Customer requires an Invoice for Goods sold by Retailers in circumstances where Radius Fuel Cards has provided a debit note, Customer should request an Invoice at the Sites at the time of the Transaction. Invoices and debit notes are jointly referred to herein as “Invoice(s)”.
(e) Invoices are issued based on Transaction data communicated to Radius Fuel Cards by Retailers. Therefore, any subsequent corrections communicated by Retailers may lead to rectification of Invoices.
(f) Sales vouchers or duplicates thereof are not issued by Radius Fuel Cards and should if required be obtained by Customer at the Sites at the time of the Transaction.
(g) Invoices shall be raised by Radius Fuel Cards or such other Affiliate as is notified to the Customer from time to time.
5.3 Payment term, payment method and securities
(a) Invoices are payable by the due date stated on such Invoice (“Payment Term”). Customer shall pay Invoices without any discount, deduction or set off, so that Radius Fuel Cards’ designated bank account is credited with the full amount in RM within the Payment Term. Failure to do so shall constitute “Late Payment”.
(b) Unless agreed otherwise by Radius Fuel Cards, payments shall be made in accordance with the payment method elected by the Customer in the Card Forms (“Initial Payment Method”). Radius Fuel Cards may levy a Charge for any other payment method than the Initial Payment Method. Radius Fuel Cards is entitled to levy a Charge for administration, increased in line with any bank charges incurred by Radius Fuel Cards for any recalled or failed transfers or remittances of payment. Customer shall Notify Radius Fuel Cards of any changes, including but not limited to its bank account details and such other details necessary for Radius Fuel cards to trace payment made by the Customer in a timely manner so as to avoid any Late Payment.
(c) At its sole discretion and at any time, Radius Fuel Cards has the right to revise the payment method or Payment Term and to revise or withdraw any credit that may have been granted to Customer. Radius Fuel Cards shall Notify the Customers of the revision to payment method or Payment Term or the revision or withdrawal of any credit. Notwithstanding any other remedies available to Radius Fuel Cards, in the event that credit is withdrawn, all amounts then due and owing, for whatever reason, whether already invoiced or not shall become immediately payable, and any future sales by Radius Fuel Cards to Customer shall be with pre-payment or fully covered by a security in accordance with clause 5.3(d) at Radius Fuel Cards’ option.
(d) Customer shall provide to Radius Fuel Cards and maintain security in such amounts, types, form and issuers as Radius Fuel Cards may specify from time to time. Radius Fuel Cards shall Notify the Customers of the specified amounts, types, form and issuers of the security. Radius Fuel Cards may request Customer to increase the amount covered by the security or to provide an additional security if Radius Fuel Cards in its sole discretion considers that this is required to guarantee Customer’s current or future payments to Radius Fuel Cards. Customer shall renew any expiring securities at the latest by the date corresponding to the expiry date of the security minus the number of days corresponding to the then applicable Payment Term, and if a Customer fails to do so Radius Fuel Cards is entitled to block the Cards. If a guarantee is provided by the parent company of the Customer, as a result of a change in the shareholding structure in Customer’s Affiliates, the parent company that has issued the guarantee no longer is a parent company of Customer, Customer shall immediately secure an alternative security acceptable to Radius Fuel Cards, unless and until it is confirmed by the parent that has issued the guarantee that it remains in force. Failure to provide or maintain at all times adequate securities shall immediately make all sums owing by Customer to Radius Fuel Cards (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable. Customer shall ensure that Radius Fuel Cards will have the option to call on the security until at least 6 (six) months from the end of the month after termination of the Agreement.
(e) Disputed Invoices shall be paid in full by Customer on the due date. If consequently parties agree that such invoice needs to be corrected with a certain amount, Radius Fuel Cards will promptly issue a credit note and repay such amount or set it off with any amounts due to Radius Fuel Cards by Customer. For the avoidance of doubt, any dispute in relation to an Invoice shall be raised by Customer within ten (10) Business Days of the date of Invoice. After such period, the invoice amount shall be deemed agreed by Customer.
(f) Radius Fuel Cards and its Affiliates may at any time without giving Notification to or making demand upon Customer set off and apply any and all sums at any time owing by Radius Fuel Cards and/or by any of its Affiliates to Customer or any of Customer’s Affiliates, against any and all sums owing by Customer or any of Customer’s Affiliates to Radius Fuel Cards and/or to any of its Affiliates. Customer shall not withhold or set off any amounts payable by him against any amounts payable by Radius Fuel Cards, except if this is mandated by law.
5.4 Default by Customer
(a) Late Payment by Customer shall make all sums owing by Customer to Radius Fuel Cards (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable (“Debts”).
(b) Customer shall be liable for all costs, charges and other liabilities incurred by Radius Fuel Cards as a result of the Late Payment. Radius Fuel Cards is entitled to charge all costs of collection, including but not limited to attorney’s fees to the extent permitted by law, in addition to all other amounts due. For payments that do not take place on the due date, Radius Fuel Cards reserves the right to levy a Charge in respect of such late payment.
(c) All payments from and any credits or refunds due to Customer will be used to pay off (1) any unsecured portions of the Debts (2) any secured portions of the Debts and finally (3) any other indebtedness to Radius Fuel Cards.
(d) Radius Fuel Cards may use, with prior Notification of at least seven (7) calendar days, any or all of the security to set off or satisfy all or any part of any indebtedness or obligation of Customer to Radius Fuel Cards, including indebtedness arising from purchases under this Agreement or from any other agreement concluded between Customer and Radius Fuel Cards in relation to the use of Cards.
(e) If a cash deposit has been made by Customer or Customer’s Affiliates to Radius Fuel Cards or any of Radius Fuel Cards’ Affiliates then such deposit can be used, at Radius Fuel Cards’ sole discretion, as payment of Transactions which have been invoiced or not yet invoiced.
(f) In case of Late Payment, failure to provide or maintain adequate security, exceeding the Credit Limit or if Radius Fuel Cards in its sole discretion determines that there are objective reasons to conclude that the financial status of Customer has become or is likely to become impaired or unsatisfactory, Radius Fuel Cards may immediately, without prior Notification, block or cancel Customer’s Cards.
(g) In the case of Late Payment, Radius Fuel Cards reserves the right to apply a Charge to all Transactions for a period of three (3) months immediately following the occurrence of the Late Payment.
(h) Radius Fuel Cards reserves the right to terminate this Agreement, suspend Cards or levy a Charge in the event that the Customer’s Credit Limit is exceeded.
(i) If a Customer’s account is suspended for any reason with a subsequent reactivation, Customer may incur a Charge for any such reactivation requested. Radius Fuel Cards does not accept any liability for accounts that are not reactivated.
(j) Radius Fuel Cards (or its agents or representatives) may perform bankruptcy/winding up searches and/or credit related checks/searches on Customer from any credit reference agencies, database or system. Customer hereby gives its consent to Radius Fuel Cards (or its agents or representatives) to carry out such checks, including such checks that may have been carried out before entering into the Agreement. Customer hereby acknowledges and agrees that the credit checks may involve giving information about Customer to licensed credit reference agencies or third parties for the purpose of, but not limited to, debt recovery, scoring solutions, credit monitoring, credit evaluation and account opening. Occasionally Radius Fuel Cards may use the information provided as a result of the credit checks to inform Customer about any other product offering of Radius Fuel Cards or any third party from time to time.
(k) Radius Fuel Cards may undertake periodic risk assessments of Customers using industry-recognised risk exposure management tools and/or general market intelligence. If, following such risk assessment, Customers’ risk exposure reaches a specified risk exposure level determined by Radius Fuel Cards in its sole discretion, a risk based Charge may be applied to all purchases of Fuel Products for the duration of the increased risk exposure level until such point as the original risk level resumes.
6. Information and data privacy
6.1 Customer shall ensure that all information communicated to Radius Fuel Cards (including name, legal status, address, e-mail address, key personnel, bank details) is accurate and it shall forthwith provide Notification in Writing to Radius Fuel Cards of any changes. Upon request, Customer shall provide complete and accurate financial statements (last audited accounts if available) and related information in a timely manner to assist Radius Fuel Cards with the financial assessment process.
6.2 Radius Fuel Cards shall not be liable to Customer in respect of any inaccurate Invoices, documentation or reporting about Transactions resulting from incorrect information provided by a Customer, Cardholder or Retailer. All monies owing by Customer to Radius Fuel Cards shall become due and payable forthwith if Radius Fuel Cards discovers that any of the information provided by Customer to Radius Fuel Cards is materially inaccurate.
6.3 Radius Fuel Cards may at any time disclose to a third party, any relevant information relating to Customer, its Cardholders or its Transactions to the extent that this is deemed necessary by Radius Fuel Cards to enable the operation of this Agreement. Customer shall treat information set forth in or derived from the Agreement as confidential.
6.4 Request of personal data and right of access and rectification of personal data
(a) During the course of the Customer and Radius Fuel Cards dealings with each other, Radius Fuel Cards may request the Customer to provide personal information about the Customer and Cardholders (“Personal Data”). The Personal Data will be collected, used and processed by Radius Fuel Cards, Retailer or any third party designated by Radius Fuel Cards for the legitimate purposes required by Radius Fuel Cards including, but not limited to, meeting any legal or regulatory requirements, operating the Agreement, keeping accounts and records, invoicing, credit analysis, enhancing services quality, market analysis, compilation of statistics or for sending marketing and/or other information to Customer and/or the Cardholders, including after the termination or expiry of the Agreement.
(b) Customer hereby agrees and consents to:
(i) all and any processing (in manual or electronic form) of the Personal Data for any of the purposed mentioned above; and
(ii) such Personal Data being transferred to, communicated to or otherwise accessed by Radius Fuel Cards, Retailer or any third party designated by Radius Fuel Cards for the operation of this Agreement, any other related corporations or subsidiaries of the Radius Fuel Cards or associated corporation of related corporations of Radius Fuel Cards, Radius Fuel Cards’ business partners and online affiliates that provide related services or products in connection with Radius Fuel Cards’ business, government agencies, statutory authorities, industry regulators, Radius Fuel Cards’ auditors, legal counsel and other professional advisors, any credit agency, debt collection agency, sub-contractors or third party service or product providers, some of which may be located outside the territory of Malaysia, in connection with the legitimate purposes specified above.
(c) Customer hereby warrants that it has complied with the requirements of the Personal Data Protection Act 2010 including but not limited to obtaining consent of each Cardholder to the processing of their Personal Data pursuant to this Agreement and warrants that it has obtained, or will obtain, all necessary consents from Cardholders to permit processing of their Personal Data by Radius Fuel Cards, Retailers and third parties designated by Radius Fuel Cards in accordance with this clause 6, before processing any such Personal Data. Customer will indemnify Radius Fuel Cards on demand in respect of all costs, claims and demands arising out of or in connection with any claim or action brought by the Cardholders.
(d) Customer and its Cardholders have a right of access and rectification of their Personal Data and may:
(i) check whether Radius Fuel Cards holds or uses the Personal Data and request access to such data;
(ii) request that Radius Fuel Cards corrects any of the Personal Data that is inaccurate, incomplete or out-of-date; or
(iii) request that Radius Fuel Cards specifies or explains its policies and procedures in relation to data and types of Personal Data handled by Radius Fuel Cards.
7. Duration and Termination
7.1 This Agreement will take effect upon the first use by Customer or Cardholder until termination in accordance with this clause 7.
7.2 Either Party may terminate the Agreement at any time by giving to the other not less than four (4) weeks’ Notification in Writing.
7.3 Notwithstanding any other remedies available to Radius Fuel Cards, this Agreement may be terminated by Radius Fuel Cards with immediate effect by Notification to Customer in the following circumstances:
(a) if there is Late Payment by Customer;
(b) if Customer exceeds its Credit Limit;
(c) if Customer fails to provide or maintain adequate security;
(d) if there is a suspicion of fraud or abuse of Customer’s Card(s) or such fraud or abuse has been established;
(e) if Customer (being an individual) dies or is unable to pay his debts or (being a company) if a liquidator (other than for the purpose of amalgamation or reconstruction), administrative receiver, administrator or receiver is appointed in respect of the whole or any part of the Customer’s assets or business or the Customer enters into an arrangement or composition with its creditors, or if it becomes unable to pay its debts, or if the Customer suffers any distress or execution to be levied upon any of his goods or premises or any equipment at his premises or other circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to make a winding up order in relation to the Customer;
(f) Radius Fuel Cards performs and/or obtains a credit review or rating for Customer (which Customer hereby agrees Radius Fuel Cards may carry out and/or obtain from time to time) which in the sole opinion of Radius Fuel Cards is unsatisfactory;
(g) Radius Fuel Cards in its sole discretion determines that there are objective reasons to conclude that the financial status of Customer has become or is likely to become impaired or unsatisfactory;
(h) Customer is in material breach of any (other) term of this Agreement; or
(i) Customer assigns the Agreement without Radius Fuel Cards’ consent or there is a change in control of Customer.
7.4 In relation to the Notification by Radius stipulated in clauses 2.5, 2.10, 3.2, 3.8, 4.4(b), 5.1(a), 5.1(d), 5.1(e), 5.2(a), 5.3(c), 5.3(d) and 10.2 (including notification of any changes, amendments, revisions, etc., under the relevant clauses (“Notification of Change”), and where applicable, Radius shall provide a twenty-one (21) days Notification prior to the implementation of the changes, amendments, revisions etc.). The Customers shall have the right to terminate the Agreement by giving Notification in Writing to Radius of its intention to terminate the Agreement within the period of twenty-eight (28) calendar days from the date of the said Notification of Change.
The termination under this clause 7.4 will be with immediate effect upon Radius receipt of the Notification in Writing to terminate the Agreement.
For the avoidance of doubt:
(a) if Radius did not receive any Notification in Writing from the Customer of its intention to terminate the Agreement within twenty-eight (28) calendar days, from the date of the Notice of Change, it shall be deemed that the Customer has accepted the said changes, amendments, revisions, etc., under the Notification of Change.
(b) Notwithstanding the Customer has given Notification in Writing to Radius of its intention to terminate the Agreement under this clause within the stipulated timeline and the termination of this Agreement, the Customer shall continue to be liable for the Transactions based on the latest applicable Rates or Charges or List Price and any Charges (subject to the provisions in clauses 5.1(a) 5.1(d) and 5.1(e)).
7.5 If Notification of termination of this Agreement is given for whatever reason, the total outstanding balance of Customer’s account (whether invoiced or not) shall become immediately due and payable in full to Radius Fuel Cards. At the termination of the Agreement the right of Customer to use Cards shall cease, and Customer’s access to the Website may be stopped or restricted. This is without prejudice to Customer’s liability for use of Cards after termination until the moment where such Cards have been received back by Radius Fuel Cards or to the rights of Radius Fuel Cards already accrued at the date of such termination at the conditions that were valid before the termination of the Agreement. Securities shall remain in force until the last payment due under the Agreement has been received by Radius Fuel Cards.
8. Exclusion & Limitation
8.1 Radius Fuel Cards gives no warranty, express or implied, in relation to any Goods supplied to Customer. Radius Fuel Cards shall not be liable for any loss or damage suffered by Customer or the Cardholder in connection with any Goods save to the extent that such liability cannot by law be limited or excluded. Radius Fuel Cards shall not be liable for any failure of Retailer to process Cards or for any refusal by Retailer to accept Cards. The sale of Goods by Retailers takes place under the exclusive responsibility of such Retailers and Customer must lodge any claim relating to the sale of Goods directly with such Retailers.
8.2 Radius Fuel Cards’ liability under this Agreement for any claims relating to Goods purchased with a Card is limited to the purchase price of such Goods.
8.3 Radius Fuel Cards is not liable for any loss of profits, loss of revenue or loss of opportunity or any consequential or indirect loss or damages incurred by Customer or Cardholder as a result of a claim.
8.4 Claims by Customer or Cardholder are waived unless made by registered letter within ten (10) calendar days from the date of the event triggering the claim.
8.5 Customer shall indemnify and hold Radius Fuel Cards, its shareholders, representatives, successors, assigns, officers, employees and agents harmless in respect of any and all claims, demands, actions, causes of action, suits, proceedings, damages, losses, costs and expenses (including but not limited to reasonable solicitor’s fees and costs incurred) that are caused by or result from the negligence or wilful acts or omissions of Customer or its Cardholders, including but not limited to violation of any applicable law of regulation and violating of rights of any third party by the Customer and/or the Cardholder.
8.6 Nothing in this Agreement has the effect of limiting or excluding any liability of Radius Fuel Cards in respect of a Claim arising as a result of the fraud, negligence or wilful misconduct of Radius Fuel Cards, its contractors or agents and their respective employees (but, for the avoidance of doubt, Radius Fuel Cards shall not be liable in any way to the Customer or Cardholder for the fraud, negligence or wilful misconduct of any third party service provider) and the Retailers save to the extent that liability cannot by law be excluded, and provided that Radius Fuel Cards shall in no event be liable for any consequential or indirect loss howsoever arising.
9. Force Majeure
Radius Fuel Cards shall not be liable for any failure to perform or any delay in performance under this Agreement arising from or in connection with any event that is not within Radius Fuel Cards’ immediate control, including but not limited to:
(a) strikes, lock-outs, labour disputes of any kind, partial or general stoppages of labour, refusals to perform any kind of work (whether or not any of the foregoing are lawful, or relate to Radius Fuel Cards’ own employees or others);
(b) war, hostilities, terrorist activity, or any local, national or international emergency;
(c) acts of God, fire, flood, pandemic;
(d) any inability to obtain energy, utilities, equipment, transportation, the product deliverable under this Agreement or the feedstock from which the product is directly or indirectly derived;
(e) technical problems, breakdown of or accident relating to plant, machinery, facilities, Sites, transportation equipment, communication systems, computer hardware or systems or other equipment such as card readers;
(f) any hindrances to transportation;
(g) Radius Fuel Cards’ fuel stocks falling below levels which Radius Fuel Cards in its absolute discretion considers necessary;
(h) good faith compliance with any regulation, order or request of, or interference by, or restriction imposed by any international, national, provincial, port or other public authority or any person purporting to act for such authority (whether ultimately determined to be valid or invalid); or
(i) the threat or reasonable apprehension of any of the above events.
10.1 Signing or using a Card by either the Customer or the Cardholders constitutes acceptance of this Agreement.
10.2 Radius Fuel Cards may vary, add to or delete any provision of this Agreement and changes to this Agreement shall be Notified to the Customers at least twenty-one (21) calendar days prior to such change (including any relevant effective dates).
10.3 Radius Fuel Cards may transfer or assign the rights and obligations under this Agreement in whole or in part (including but not limited to transferring, assigning or factoring any debts or claims) to third parties (including but not limited to other Affiliates) upon prior Notification In Writing. Furthermore, Radius Fuel Cards may at its sole discretion and without Notification appoint any agent or contractor for the negotiation and/or execution of this Agreement and Customer hereby expressly confirms its consent to any such appointment. Customer may transfer or assign its rights and obligations under this Agreement with prior written consent from Radius Fuel Cards.
10.4 If Customer is a partnership and consists of two or more persons, then their obligations under this Agreement shall be joint and several.
10.5 Each Party shall exercise reasonable care and diligence to prevent any action or condition on which may result in a conflict of interest with those of the other Party. This obligation shall apply to the activities of each Party’s employees and agents in their relations with the employees and families of the other Party, its representatives, vendors, subcontractors and third parties. Each Party’s compliance with this requirement shall include but shall not be limited to, establishing precautions to prevent that Party’s employees or agents from making, receiving, providing or offering substantial gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the other Party’s best interest. Each Party shall promptly Notify the other Party the identity of its representatives or employees who is known in any way to have a substantial interest in the other Party’s business or the financing thereof.
10.6 No remedy of Radius Fuel Cards against Customer is intended to be exclusive, but each remedy shall to the maximum extent allowed by law, be cumulative and in addition to any other remedy referred to herein or otherwise available to Radius Fuel Cards. The exercise or beginning to exercise by Radius Fuel Cards of any one or more remedies shall not preclude the simultaneous or later exercise by Radius Fuel Cards of other remedies. All remedies of Radius Fuel Cards shall, to the maximum extent allowed by law, survive any and all terminations of the Agreement. To the maximum extent allowed by law, no delay or failure on the part of Radius Fuel Cards in exercising any right, remedy, power, or privilege of Radius Fuel Cards shall operate as a waiver thereof.
10.7 Each of the clauses in this Agreement is independent and severable and shall not in the event of any declaration of invalidity or unenforceability, affect the construction or effect of, any other clause in this Agreement.
10.8 This Agreement shall form the entire agreement between Radius Fuel Cards and Customer in relation to the use of the Cards and supersedes all other agreements and understandings (whether written or oral) in relation to the use of the Cards. Any terms and conditions provided by the Customer shall not apply to this Agreement.
10.9 Headings used in this Agreement are for convenience only and shall not affect its interpretation.
10.10 This Agreement and any supplies of Goods made in conjunction with the use of the Card shall be governed by and construed in accordance with the laws of Malaysia (excluding its rules on conflict of law) and Customer irrevocably submits to the exclusive jurisdiction of the courts of Malaysia. Neither the Uniform Law on the International Sale of Goods (‘ULIS’), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 (‘CISG’) shall apply.
10.11 Radius Fuel Cards may at any time without in any way affecting this Agreement grant to the Customer any time indulgence or waiver or consent or release
11. Anti-Money Laundering
11.1 All monies involved in any Charges and in this Agreement shall come from a lawful source of activity and not unlawful activities as defined under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”).
11.2 The Customer shall disclose and furnish and shall procure the Cardholder to disclosure and furnish to Radius Fuel Cards any information required or deemed necessary and to the satisfaction of Radius Fuel Cards in a timely manner within the period specified by Radius Fuel Cards, whether or not for purposes of complying with laws, rules, regulations, directives and guidelines of Bank Negara Malaysia and or given, made or established by Radius Fuel Cards.
11.3 The Customer shall not and shall ensure that the Cardholder does not use the payment made via Charges for money laundering or violate any laws relating to money laundering as defined under AMLA.
11.4 In no event shall Radius Fuel Cards be liable for any direct, indirect, consequential or any losses whatsoever or howsoever arising or by reason of the Radius Fuel Cards’ exercise of its duties under the laws for the time being in force, in particular but not limited to its statutory duties under AMLA.