PRIVATE OWNER SALES AGREEMENT (MALAYSIA)

Strict Commercial – Merchant of Record (MoR) Model

Operator (Legal Name): Platehaus Sdn. Bhd. (SSM: 202501045049)

Brand / Platform: platehaus.my

Registered Address:

CT-06-21 Subang Square Corporate Tower,
Jalan SS15/4G, SS15
47500 Subang Jaya
Selangor

Effective Date: 14 Dec 2025 (or when the Private Owner acknowledges and affirms order acceptance on the Platform, whichever is later).

Version: v1.7 • Last Updated: 22 Dec 2025

RECITALS

A. Platehaus operates the platehaus.my marketplace for the sale/assignment of vehicle number plates.

B. Under a Merchant-of-Record (MoR) model, Platehaus contracts with Buyers as seller-of-record for the retail sale and with the Supplier for the upstream entitlement required to fulfil that retail sale.

C. The Private Owner wishes to supply plate entitlement/rights for plates they personally own via the Platform on these terms.

1. INTERPRETATION & PRECEDENCE

1.1 Interpretation

References to laws include amendments and re-enactments; including means including without limitation; headings are for convenience only; singular includes plural and vice versa. Business Day (BD) means a day banks are open in Kuala Lumpur. Cut-off for BD calculations: 6:00pm MYT.

1.2 Order of Precedence

If there is any conflict, the following order applies for Seller-facing matters:
(i) the Purchase Order (PO) (price, item particulars, agreed schedule);
(ii) the Refund & Dispute Policy (Malaysia) (refunds, cancellations, complaints, evidence, chargebacks/recalls, AML holds, under/over-payments, and refund timing/methods);
(iii) this Agreement (including Schedules);
(iv) Platform operational policies referenced in this Agreement (if any).
For stack-wide precedence, see the Terms of Use.

1.3 Versioning & Prospectivity

This Agreement displays a version and Last Updated date. Supplier's click-acceptance is recorded against the version in force on acceptance. Updates apply prospectively to new Orders placed after the effective date unless required by law or mutually agreed.

1.4 Definitions

For clarity and enforceability, the following defined terms are used in this Agreement:

Private Owner / Supplier: the individual or legal entity (e.g., company, LLP, partnership) that lists plates it owns in its own legal name, is not operating as a professional dealer/consignor, and is bound by this Agreement. References to Supplier throughout this Agreement refer to the Private Owner.
Active Listing Cap: a maximum of ten (10) concurrent Listings or open Orders (including pending POs) permitted for a Private Owner across the Platform at any given time. A Listing counts toward the cap until it is withdrawn, cancelled, or reaches CE.
Buyer: the end-customer purchasing the plate from Platehaus under the retail sale.
Order: a transaction initiated on the Platform for a specific plate.
PO (Purchase Order): a purchase order issued by Platehaus to the Supplier for an Order.
Supplier Proceeds: the purchase price payable by Platehaus to the Supplier for an Order (net of Platform Fees and agreed adjustments).
Platform Fee Structure: the fee schedule published in Schedule A, which sets the base Platform Fee rates for all Private Owners. Private Owners may elect to increase the fee via a Top-Up percentage of any amount.
Platform Fee: the fee payable by Supplier to Platehaus, calculated using the Platform Fee Structure (plus any optional Top-Up elected by the Private Owner) as determined at the time the PO is issued. Platform Fee calculations and rounding follow Schedule A.
Completion Event (CE): dual confirmation by Buyer and Supplier recorded in the Platform that JPJ assignment/transfer is completed, supported by transfer documentation uploaded via the fulfilment flow (e.g., JPJ receipt, MyJPJ/MySIKAP confirmation, VOC/ownership update). Platehaus may perform reasonableness checks; unless flagged or in dispute, Platehaus does not independently verify authenticity at CE.
Cure Notice: a notice issued by Platehaus under Clause 6.3 requiring cure within the stated cure window.
Attributed Introduction: a Buyer identified by Platehaus systems or records as introduced to Supplier via Platehaus referral/attribution programs.
Conversion Fee: the fee described in Clause 9.1(a).
Enhanced Conversion Fee: the fee described in Clause 9.1(b).
Refund & Dispute Policy (Malaysia): the policy incorporated by reference into this Agreement that governs refunds, cancellations, complaints, evidence, chargebacks/recalls, AML holds, under/over-payments, and refund timing/methods as updated from time to time.
Seller Fee Structure: for Private Owners, the Platform-provided fee configuration consisting of the Platform Fee Structure plus any optional Top-Up percentage selected by the Private Owner. Once a Top-Up is increased, it cannot be lowered for two (2) calendar months from the date of increase.

2. CAPACITY & RELATIONSHIP

2.1 Independent Parties

The parties are independent contractors. Nothing creates agency, partnership, employment or fiduciary duties.

2.2 MoR Principal Capacity; No Regulated Payment Services

Amounts paid by Buyers to Platehaus are retail sale proceeds of Platehaus's sale and are routed solely through secure platform payment via DuitNow & RENTAS, never under any fiduciary, custodial, or agency capacity for the Supplier. Payments to Supplier are purchase price/settlement for Supplier's supply to Platehaus. Nothing herein constitutes or is intended to create a remittance, money services business, e-money issuance, or other regulated payment service.

2.3 No Title Custody

Title/entitlement to the plate passes directly from Supplier to Buyer upon CE; Platehaus never takes title or possession. If CE is not achieved, Platehaus will proceed with a refund to the Buyer under Clause 6.5.

2.4 Ownership Capacity & No Delegation

The Supplier represents that it is the registered owner of record (individual name or company/LLP name) for each listed plate. Private Owners shall not:
(a) operate as an intermediary, broker, or dealer on behalf of third parties;
(b) delegate or sublicense their listing rights; or
(c) accept Listings or Orders for plates that are not registered to the Supplier’s own legal name (individual or entity).
Any attempt to list on behalf of third parties automatically triggers suspension and may require migration to the Dealer Sales Agreement.

3. ONBOARDING, ACCEPTANCE & RECORDS

3.1 Clickwrap Acceptance

Supplier accepts this Agreement by clicking Accept (first login/onboarding). Order-level Supplier Acknowledgement is given on the Platform per Order.

3.2 KYC/KYB (Individuals & Entities)

Supplier shall complete KYC (for individuals) or KYB (for companies/LLPs/partnerships), including legal name, beneficial owner information, registration documents (e.g., NRIC/passport or SSM forms), address, contact, and bank verification in the Supplier’s own legal name. Details must remain current at all times.

3.3 Records

Platehaus may maintain acceptance, order, and event logs (including user_id, accepted_at, terms_version, IP, UA, timestamps) as evidential records admissible in any proceedings.

4. ORDERS, COMMUNICATIONS & LISTING STANDARDS

4.1 PO Issuance

For each Order, Platehaus issues a PO stating the Order Particulars (item(s), price, fees, Buyer's preferred schedule, special terms).

4.2 Supplier Acknowledgement

Supplier must accept the Order Particulars on the Platform.

4.2A Supplier Acknowledgement Deadline

Supplier must accept the Order Particulars on the Platform within 48 hours of Platehaus issuing the PO. Failure to accept within this deadline constitutes a material breach and may result in: (a) Buyer's right to request a refund under the Refund & Dispute Policy (Malaysia); and
(b) Platehaus's right to process such refund within 5 Business Days per the Refund & Dispute Policy (Malaysia), without prejudice to Platehaus's other rights and remedies.

4.3 Communications Rule

(a) Platform chat is the preferred channel for all Order-related communications including scheduling, rescheduling, Order Particulars, and confirmations.
(b) WhatsApp and other messengers are accepted for scheduling, rescheduling, and fulfilment coordination.
(c) In the event of a dispute involving WhatsApp or messenger communications, both parties must agree that the submitted evidence is factual. If either party disputes the authenticity or accuracy of the evidence, Platehaus will escalate and investigate before making any determination.

4.4 Listing Standards

Supplier warrants Listing accuracy: plate number and prefix/suffix, registration status (registered/unregistered), pricing, and any material conditions; no misleading omissions.

4.5 Non-Bypass

Supplier shall not collect money from Buyers or bypass the Platform. Prohibited conduct includes, without limitation: (a) accepting payment directly from Buyers (whether in cash, bank transfer, or any other form); (b) directing Buyers to complete transactions outside the Platform; (c) sharing contact information with Buyers for the purpose of completing off-platform transactions; (d) using Platform information (including Buyer contact details, plate listings, or pricing) to facilitate off-platform transactions; or (e) any other conduct intended to avoid Platform fees or circumvent Platform systems. Any breach of this Clause 4.5 constitutes a Material Breach and triggers the remedies under Clause 9.1(d) in addition to immediate suspension or termination.

4.6 Ownership-Only Listings & Active Listing Cap

Private Owners shall list only plates registered in their own legal name (individual or entity). The Supplier:
(a) shall upload evidence of current ownership for each Listing and reconfirm ownership if requested;
(b) may not list or accept Orders on behalf of friends, family members, business associates, subsidiaries, or consignment clients;
(c) shall not exceed the Active Listing Cap of ten (10) concurrent Listings/open Orders tied to the same legal owner.
Platehaus may automatically suspend or decline Listings that would cause a breach of the cap, and may migrate or require the Supplier to execute the Dealer Sales Agreement if repeated breaches occur.

5. PRICE, TAX & PAYMENT (MoR)

5.1 Supplier Proceeds

The amount payable to Supplier is stated in the PO/Supplier Invoice and is net of Platform Fees and adjustments.

5.1A Platform Fee & Optional Top-Up

The Platform Fee for each Order is calculated using (i) the Platform Fee Structure in Schedule A, plus (ii) any Top-Up percentage elected by the Private Owner in the Seller Portal (applied uniformly to all slices in Schedule A).

Private Owners may increase their Top-Up at any time in any increment amount, effective for POs issued on/after the change.
Once a Top-Up is increased, it cannot be lowered for two (2) calendar months from the date of increase.
Top-Up selections apply prospectively and may not be waived per Order.
If a Private Owner does not select a Top-Up, only the base Platform Fee Structure rates apply.
Platehaus may override or reset Top-Up selections where required by law or to correct manifest error, and will notify the Private Owner via in-app/email.

5.2 Buyer Payment to Platehaus

Buyer pays the purchase price to Platehaus using payment methods designated by Platehaus from time to time (currently bank transfer as stated at checkout). Funds are deemed received when irrevocably credited to Platehaus's designated account. For high-value transactions, Platehaus may require RTGS/RENTAS or equivalent rails.

5.3 Payout Preconditions (No Advances)

No advance or conditional disbursement is provided to Private Owners. Platehaus shall release Supplier Proceeds only after all of the following are satisfied:
(a) Completion Event (CE) is recorded with Buyer+Supplier confirmations;
(b) transfer documentation (Clause 7) is uploaded in-platform and passes Platehaus verification;
(c) Buyer validation (e.g., CE confirmation, dispute window clearance, or any additional checks) is completed; and
(d) a Supplier Invoice referencing the PO (item, amount, bank beneficiary details) is received.
Platehaus may request clarifications/additional documents and will defer disbursement until fully satisfied. Any attempt to obtain funds earlier is void and may trigger suspension.

5.4 Payout Timing (Post-CE Only)

Disbursement occurs after CE and required verifications per Clause 5.3. Platehaus may take up to 5 Business Days post-verification to release funds and may extend this timeline for fraud/chargeback risk, AML/CFT reviews, missing documentation, or legal requirements. Private Owners acknowledge that payout timing is strictly post-transfer and contingent on successful verification.

5.5 Taxes

Supplier is responsible for its own tax obligations (including SST, if applicable) and for issuing tax-compliant documents.

5.6 Supplier No Set-Off

Supplier shall not set-off, withhold or deduct any amounts due to Platehaus from any amounts payable by Platehaus to Supplier unless required by law or expressly agreed in writing.

6. FULFILMENT, CE & TIMING

6.1 Party-Agreed Schedule

The fulfilment schedule (including timing, location, and method of JPJ transfer/assignment) is agreed between Buyer and Supplier via Platform chat or WhatsApp. The schedule agreed between the parties is the operative schedule for the Order. There is no default platform-imposed deadline; the parties determine what works for their circumstances. Platform chat is preferred for record-keeping purposes.

6.2 Schedule Flexibility

(a) Schedules may be short-term (days) or extended (weeks/months) depending on Buyer's circumstances (e.g., waiting for vehicle delivery, using a holding vehicle).
(b) Either party may propose schedule changes via Platform chat or WhatsApp; changes require mutual agreement.
(c) Verbal agreements are not binding for dispute resolution purposes. Written communications (Platform chat, WhatsApp, or other messengers) may be used as evidence subject to Clause 4.3(c).

6.3 Communication Duty

(a) Both parties must respond to schedule-related messages within 3 calendar days.
(b) If a party fails to respond within 3 days to a reasonable schedule request or fulfilment communication, the other party may escalate to Platehaus for resolution.
(c) Repeated non-responsiveness (2+ instances) constitutes non-cooperation and may result in cancellation with fault attributed to the non-responsive party.

6.4 Completion Event (CE)

(a) CE occurs when JPJ transfer/assignment is completed and both Buyer and Supplier confirm in the Platform, supported by transfer documentation.
(b) Transfer may be to the Buyer's primary vehicle or a holding vehicle (e.g., motorcycle); CE is valid regardless of vehicle type.
(c) Subsequent transfers by Buyer to other vehicles are outside this Order.

6.5 Fault-Based Resolution

Where an Order is cancelled or fails to reach CE:
(a) Supplier-fault (non-cooperation, unresponsiveness, inability to transfer): Full refund to Buyer; Supplier may face account action.
(b) Buyer-fault (non-cooperation, unresponsiveness, failure to attend agreed appointments): Refund less Buyer penalty per Refund & Dispute Policy (Malaysia); Supplier bears no cost.
(c) Mutual agreement to cancel: Refund terms as agreed by parties; if not agreed, Platehaus determines fair allocation.
(d) External factors (JPJ delays, system issues): No fault attributed; parties work together to reschedule.

6.6 Refund on Non-Completion

If an Order cannot be completed due to Supplier fault, Platehaus will proceed with a refund to the Buyer under the Refund & Dispute Policy (Malaysia). Supplier remains liable for all remedies under this Agreement (refund/credit note obligations under Clause 10, suspension, set-off, indemnity) and shall cooperate with any refund or cancellation process.

6.7 Title Flow

Title/entitlement passes directly from Supplier to Buyer at CE.

6.8 Force Majeure

Where events beyond reasonable control prevent CE (e.g., natural disasters, government orders, JPJ system outages), the parties shall work together to reschedule. The affected party must notify the other promptly (via Platform chat or WhatsApp) and resume performance when possible.

7. DOCUMENT PACK (EVIDENCE BEFORE MONEY MOVES)

7.1 Reasonable-Efforts Evidence (One or More; As Available)

For Platehaus to accept an Order and to enable post-CE payout, Supplier shall provide one or more of the following items (the Document Pack) to evidence ownership/entitlement and ability to transfer. Platehaus may request additional documents and may defer disbursement until, in its reasonable discretion, the Document Pack is sufficient:

(a) VOC / JPJ transfer-readiness evidence, or equivalent authoritative documentation acceptable to Platehaus;
(b) Proof of current ownership/entitlement in the Private Owner’s own legal name (e.g., JPJ extract, grant/registration slip, or other official evidence);
(c) Supplier Invoice referencing the PO ID, item, amount, and bank beneficiary details (bank account must match the Supplier’s verified legal name);
(d) Government-issued photo identification (NRIC/passport) for individuals or company/LLP/partnership registration documents (e.g., SSM, partnership deed) plus any supporting residency/tax documentation reasonably requested; and
(e) Any additional documents reasonably requested to verify (a)–(d) or complete the transfer process.

All Document Pack items must be uploaded through the Platform; payout under Clause 5.3 will not commence until Platehaus confirms sufficient documentation.

7.2 Authenticity

Supplier warrants all documents are genuine, current, complete, and sufficient to effect transfer.

7.3 Breach

Failure to provide/maintain a valid Document Pack is a Material Breach.

7.4 Verification Rights

Platehaus may contact issuing authorities, JPJ or other relevant bodies to verify documents or transfer readiness; scanned copies are acceptable for preliminary review, but Supplier shall provide originals or certified copies on request. Documents may be provided in English or Bahasa Malaysia; certified translations may be requested where reasonably necessary.

8. VERIFIED BADGE (INFORMATIONAL ONLY)

Any "Verified" badge is informational based on documents provided following surface-level checks. It is not a guarantee or warranty by Platehaus and may be withheld or revoked at any time.

9. NON-CIRCUMVENTION & CANCELLATIONS

9.1 Non-Circumvention (Two-Track)

(a) 12-Month Window (Platform Introduction). If Supplier and a Buyer first introduced via the Platform complete an off-platform transaction within 12 months of first contact via the Platform, Supplier shall pay a Conversion Fee equal to the Platform Fee (calculated using the Platform Fee Structure plus any Top-Up selected by the Private Owner at the time of the off-platform transaction, as determined by Platehaus's records in good faith) that would have applied if the transaction had been completed on-platform at that time.

(b) 12-Month Window (Attributed Introductions). Where Platehaus has identified the Buyer as an Attributed Introduction under its referral/attribution programs, any off-platform completion within 12 months triggers an Enhanced Conversion Fee, with the applicable rate notified by Platehaus at the time of any waiver request/approval and which shall be no less than the Conversion Fee that would have applied, notified in good faith.

(c) Carve-Outs. Documented pre-existing relationship; independently sourced deal (no Platform introduction); or a written waiver by Platehaus.

(d) Remedies. Suspension/ban, set-off/clawback; injunctive relief.

(e) Liquidated Damages. The Conversion Fee and Enhanced Conversion Fee are agreed liquidated damages representing a genuine pre-estimate of Platehaus's loss (including lost Platform Fees, operational and attribution costs) and not a penalty.

(f) No Solicitation of Sales Partners. Supplier shall not solicit, induce or attempt to engage Platehaus Sales Partners to arrange or complete off-platform transactions for leads originating from the Platform for 12 months from first contact via the Platform.

(g) Presumption of Circumvention. Where Platehaus has records showing: (i) Supplier and Buyer had contact via the Platform (including but not limited to messages, views, inquiries, or Order initiation); (ii) an Order was cancelled, withdrawn, or not completed on-platform; and (iii) Supplier and the same Buyer complete a transaction involving the same or substantially similar plate within 12 months of Platform contact, there is a rebuttable presumption that the transaction constitutes circumvention. Supplier bears the burden of proving by clear and convincing evidence that the transaction falls within a Carve-Out under Clause 9.1(c) or was independently sourced without use of Platform information or introductions. "First contact" means the earliest date on which Platehaus's systems record any interaction between Supplier and Buyer via the Platform, including but not limited to: Buyer viewing Supplier's listing, Buyer sending a message, Buyer initiating an inquiry, Supplier responding to Buyer, or Order initiation.

(g1) Pattern Recognition & Multiple Violations. Where Platehaus identifies a pattern of: (i) multiple cancelled Orders with different Buyers; (ii) followed by off-platform transactions with those same Buyers within the non-circumvention period; or (iii) repeated use of similar cancellation reasons (e.g., "Buyer changed mind", "Price negotiation failed") followed by off-platform transactions, such pattern creates a strong presumption of systematic circumvention. In such cases, Platehaus may: (a) require immediate payment of all Conversion Fees for all identified violations; (b) impose enhanced penalties or suspension; and (c) seek injunctive relief to prevent further circumvention. Each off-platform transaction constitutes a separate breach, and Conversion Fees are cumulative.

(h) Definition of "Off-Platform Transaction". An off-platform transaction includes, without limitation: (i) any sale, transfer, assignment, or exchange of a plate (or any interest therein) that does not occur through the Platform's payment and fulfilment systems; (ii) any arrangement, agreement, or understanding (whether formal or informal, written or oral) to complete a transaction outside the Platform; (iii) any payment, partial payment, or deposit made directly between Supplier and Buyer; and (iv) any transaction where the Supplier receives proceeds outside the Platform's payment rails, regardless of whether Platform was initially involved in the introduction.

(i) Record Keeping & Evidence Preservation. Supplier shall maintain complete and accurate records of all transactions (on-platform and off-platform) involving plates listed on the Platform for a period of 24 months from the date of first Platform contact with any Buyer. Upon Platehaus's request (with 2 Business Days' notice), Supplier shall produce: transaction records, communications with Buyers, payment receipts, transfer documentation, and any other evidence reasonably requested to verify compliance with this Clause 9. Supplier's failure to maintain or produce such records creates a rebuttable presumption of circumvention. Supplier shall preserve all communications (including emails, messages, WhatsApp, SMS, and other electronic communications) with Buyers introduced via the Platform for the duration of the non-circumvention period.

(i1) Third-Party Verification & Evidence. Platehaus may contact, interview, and obtain evidence from third parties (including but not limited to Buyers, banks, JPJ, payment processors, other platforms, witnesses, or any other person or entity with relevant information) to verify compliance with this Clause 9 or to prove circumvention. Supplier consents to: (a) Platehaus contacting Buyers introduced via the Platform to verify transaction details; (b) Platehaus obtaining statements, testimony, or evidence from third parties through proper legal means; (c) Platehaus sharing relevant information (including Supplier's identity and transaction details) with third parties for verification purposes; and (d) the use of properly obtained third-party evidence (including Buyer testimony, bank records, JPJ transfer records, payment receipts, or communications) in any dispute resolution, litigation, or enforcement proceeding. Supplier acknowledges that third-party evidence obtained through proper legal means is admissible and probative in proving circumvention, and Supplier shall not interfere with, obstruct, or discourage third parties from providing evidence to Platehaus. Any attempt by Supplier to interfere with third-party cooperation constitutes a Material Breach and may result in immediate suspension or termination.

(i2) Witness Tampering & Obstruction Prohibited. Supplier shall not: (a) contact, threaten, intimidate, or attempt to influence any Buyer, witness, or third party to prevent them from providing evidence to Platehaus; (b) request or encourage any third party to provide false or misleading information; (c) destroy, alter, or conceal evidence relevant to circumvention investigations; or (d) otherwise obstruct Platehaus's investigation or enforcement efforts. Any violation of this sub-clause constitutes a Material Breach, may result in immediate termination, and may give rise to separate legal claims (including but not limited to tortious interference or fraud). Platehaus may seek enhanced damages, injunctive relief, and may refer matters to appropriate authorities where criminal conduct is suspected.

(j) Acknowledgment of Reasonableness. Supplier acknowledges and agrees that: (i) the 12-month non-circumvention period is reasonable and necessary to protect Platehaus's legitimate business interests; (ii) the Conversion Fee and Enhanced Conversion Fee represent a genuine pre-estimate of Platehaus's loss and are not penalties; (iii) the restrictions are reasonable in scope, duration, and geographic reach; and (iv) Supplier has received adequate consideration for these restrictions. Supplier waives any claim that these restrictions are unreasonable, unenforceable, or constitute an unreasonable restraint of trade.

(k) Cost Recovery & Legal Fees. In addition to Conversion Fees, where circumvention is proven, Supplier shall reimburse Platehaus for all reasonable costs, expenses, and legal fees (including but not limited to investigation costs, audit fees, court costs, and reasonable attorneys' fees) incurred in connection with enforcing this Clause 9, whether through litigation, arbitration, or other dispute resolution mechanisms.

(l) Injunctive Relief. Supplier acknowledges that monetary damages alone may be insufficient to remedy a breach of this Clause 9, and that Platehaus is entitled to seek injunctive relief, specific performance, and other equitable remedies without posting bond or proving irreparable harm. Supplier consents to the entry of temporary, preliminary, and permanent injunctions to prevent or remedy any breach of this Clause 9.

(m) Survival & Continuing Obligations. The obligations under this Clause 9 survive termination of this Agreement and continue for the full 12-month period from the date of first Platform contact with each Buyer, regardless of when this Agreement is terminated. Termination of this Agreement does not release Supplier from obligations arising from Platform introductions that occurred prior to termination.

9.2 Cancellations & Flags

Platehaus may designate a cancellation as a Flagged Cancellation where, acting reasonably, it determines the cause lies with Supplier (e.g., inaccurate listing, documentation gaps, non-cooperation, missed handover without buyer breach). Three (3) Flagged Cancellations within any rolling six-month period may result in suspension or review at Platehaus's discretion. Absence of a flag does not constitute waiver.

10. REFUNDS, CHARGEBACKS & REMEDIES

Policy incorporation. Refunds, cancellations, complaints, evidence, chargebacks/recalls, AML holds, under/over-payments, and refund timing/methods are governed by the Refund & Dispute Policy (Malaysia), which is incorporated by reference. Supplier shall comply and cooperate, including issuing refunds and credit notes where attributable to Supplier.

10.1 Mandatory Refund + Credit Note

If Supplier fails to achieve CE per Clause 6, Supplier shall:
(a) within 2 BD of Platehaus's request, refund 100% of amounts received by Supplier for the Order; and
(b) within 2 BD, issue a matching Credit Note (same amount; PO/Order ID referenced).

10.2 Chargebacks & Buyer Refunds

If Platehaus refunds the Buyer or suffers a chargeback attributable to Supplier, Supplier shall reimburse Platehaus in full on demand; Platehaus may set-off/claw back under Clause 10.3.

10.3 Set-Off, Clawback & Withhold

Platehaus may reverse, claw back, set-off, or withhold any amounts now or in future payable to Supplier under any transaction/account until all sums due are discharged.

10.4 Suspension/Ban & Audit

Missed deadlines or unresolved issues may trigger suspension/freeze. Platehaus may conduct an audit of relevant Supplier records on 2 Business Days' prior notice (or without notice in case of suspected fraud or wilful misconduct), during normal business hours, and subject to appropriate confidentiality measures. The audit may cover Orders within the preceding 24 months and is limited to records reasonably necessary to verify compliance with this Agreement. If a material breach is found, Supplier shall reimburse Platehaus's reasonable audit costs; otherwise Platehaus bears its own costs.

10.4A Circumvention Audit Rights. Without limiting Clause 10.4, Platehaus may conduct targeted audits to investigate suspected circumvention or off-platform dealings. Such audits may include: (a) review of Supplier's transaction records (on-platform and off-platform) for plates listed on the Platform; (b) inspection of communications with Buyers introduced via the Platform; (c) verification of payment records and bank statements (redacted to show only relevant transactions); (d) interviews with Supplier personnel; and (e) interviews with third parties (including Buyers, witnesses, or other relevant persons) with Supplier's knowledge and without objection. Supplier shall cooperate fully and provide requested documentation within 5 Business Days. Failure to cooperate or produce requested records creates a rebuttable presumption of circumvention. Audit costs are recoverable under Clause 9.1(k) if circumvention is found.

10.5 Civil Remedies & TCC

Platehaus may pursue civil remedies (injunction/debt recovery). Nothing limits a Buyer's right to bring a claim before the Tribunal for Consumer Claims.

10.6 Buyer-Fault Penalty Allocation

Where Platehaus processes a Buyer-fault cancellation resulting in a refund less the Buyer penalty as specified in the Buyer Terms / Refund & Dispute Policy (Malaysia), the penalty amount shall be paid to Supplier (net of bank or investigation costs) via settlement or set-off.

11. WARRANTIES, COMPLIANCE & INDEMNITY

11.1 Warranties

Supplier warrants:
(a) good, marketable title and full right to transfer;
(b) the plate is free of liens/encumbrances/blocks/disputes;
(c) documents are genuine/valid/sufficient;
(d) information given is true and not misleading;
(e) compliance with JPJ and applicable laws; and
(f) each Listing and Order relates to a plate registered to the Supplier’s own legal name (individual or entity) and the Supplier remains within the Active Listing Cap at all times.

11.2 Compliance

Supplier shall comply with Consumer Protection Act 1999, Consumer Protection (Electronic Trade Transactions) Regulations 2012, PDPA 2010, AMLA 2001, MACC Act 2009 (s.17A) and any mandatory directives applicable to the transaction.

11.3 Indemnity (No Cap)

Supplier shall indemnify, defend and hold harmless Platehaus and its affiliates/personnel from all claims, losses, damages and costs (including legal fees) arising from Supplier's non-fulfilment, misrepresentation, title defects, documentation failures, regulatory non-compliance, or Buyer claims/refunds attributable to Supplier. No monetary cap applies to this indemnity.

12. DATA PROTECTION (PDPA – CONTROLLER→CONTROLLER)

12.1 Roles & Purpose

Each party is an independent data user (controller) for its own processing under PDPA 2010. Supplier shall process Buyer personal data solely for fulfilment/support/tax/fraud prevention; no marketing unless the Buyer gave separate consent.

12.2 Security & Minimisation

Supplier shall implement reasonable security measures and access only what is necessary for fulfilment.

12.3 Retention

Keep necessary order/tax records (e.g., up to 7 years) then delete or irreversibly anonymise.

12.4 Breach Notice

Notify Platehaus within 24 hours of any personal data incident affecting Buyers; cooperate with investigations and any required notifications.

12.5 Onward Disclosure

No onward disclosure except to service providers necessary for fulfilment under equivalent protections.

13. INTELLECTUAL PROPERTY, BRAND & PUBLICITY

13.1 IP Ownership

All Platform IP, brand assets and materials remain Platehaus's property.

13.2 Limited Licence

Platehaus grants Supplier a limited, revocable, non-transferable licence to use Platform brand assets solely for listing/completing Orders, subject to Platform policies.

13.3 Publicity & Non-Disparagement

No public announcements or disparaging statements about Platehaus or its users without prior written consent.

14. LIABILITY, TERM & TERMINATION

14.1 Platform Limitation (Supplier-Facing)

To the maximum extent permitted by law and excluding Supplier indemnity, fraud, wilful misconduct, data breaches, unpaid sums, refunds, clawbacks, set-offs and other amounts owed by Supplier to Platehaus, Platehaus's total liability to Supplier for costs incurred in relation to order fulfilment (including but not limited to delivery costs, fees, agent costs, and other fulfilment-related expenses) shall not exceed the Supplier Proceeds for that Order. This cap applies only to fulfilment-related costs, not to Supplier's obligations TO Platehaus (such as refunds, reimbursements, or clawbacks under Clauses 10.1–10.3).

14.1A No Liability for Top-Up Modifications. Platehaus shall not be liable for any damages, losses, costs, expenses, lost profits, or any other harm (whether direct, indirect, incidental, consequential, or otherwise) arising from or relating to Private Owner's modification of Top-Up selections, including any impact on Private Owner's competitiveness, sales volume, or revenue. Private Owners acknowledge that Top-Up modifications are within their sole control and discretion, and that displayed fee structures in the Seller Portal are informational only until a PO is issued.

14.2 Termination for Breach

Platehaus may terminate for Material Breach with immediate effect.

14.3 Survival (6 Years)

Refund obligations, clawback/set-off, indemnity, non-circumvention (including all obligations under Clause 9), confidentiality/PDPA, audit/cooperation (including Clause 10.4A), dispute cooperation, record keeping obligations, and cost recovery provisions survive for 6 years. The non-circumvention obligations under Clause 9.1(m) continue for the full 12-month period from Platform contact regardless of this 6-year survival period.

15. MISCELLANEOUS

15.1 Force Majeure

Neither party is liable for failure caused by events beyond reasonable control (other than payment and confidentiality obligations). Deadlines under 6.2–6.3 extend as stated in 6.6 where Force Majeure is properly notified.

15.2 Assignment

Supplier may not assign without Platehaus's consent; Platehaus may assign within its group or in connection with a restructure.

15.3 Notices

Notices may be served by in-app messaging and email to contacts on record. Click-acceptance constitutes binding electronic signature.

15.3A Deeming

Email is deemed delivered when sent without system bounce; in-app when posted to the Supplier's account. Supplier must keep contact details current; failure to update does not invalidate service. WhatsApp and other messengers are accepted for scheduling and fulfilment communications subject to Clause 4.3.

15.4 Variation

Supplier Fee Structures (Schedule A): The Platform Fee Structure in Schedule A applies to all Private Owners. Private Owners may only adjust fees by selecting a Top-Up percentage (applied uniformly to Schedule A slices) through the Seller Portal; reductions below the published rates are prohibited. Changes to Top-Up selections apply prospectively to POs issued on/after the change and do not affect accepted POs, accrued fees, or amounts already invoiced. Schedule A sets forth the fee structure, Top-Up mechanics, and dispute rules.
Other changes to this Agreement follow Clause 1.3 (Versioning & Prospectivity) and will be notified in-app, taking effect on the updated Effective Date, prospectively only (applying to Orders placed after the effective date unless required by law or mutually agreed).

15.5 No Third-Party Rights

This Agreement does not confer rights on any third party (save for Buyers' statutory rights).

15.6 Entire Agreement

This Agreement, the PO and Schedules form the entire agreement.

15.7 Severability

Invalid provisions are severed; the remainder continues (step-down where stated).

15.8 Governing Law & Forum

This Agreement is governed by the laws of Malaysia. Before any proceedings, the parties will attempt Internal Review (14 days) followed by non-binding internal mediation (within 30 days). If unresolved, disputes are subject to the exclusive jurisdiction of the Courts of Kuala Lumpur/Selangor, without prejudice to Buyer rights before the Tribunal for Consumer Claims (TCC) where applicable. Either party may seek interim or injunctive relief at any time. No arbitration applies unless agreed in writing after a dispute arises.

15.8A Fee Structure Disputes. In the event of a dispute regarding fee structure calculations, Platehaus will provide sufficient information (including the applicable fee structure version, Final Sale Price, and computed Platform Fee amount) to enable dispute resolution. Platehaus's backend calculation logs and the Private Owner's Top-Up selection at the time of PO issuance are the primary source of evidence for determining the correct calculation. Detailed calculation methodologies may remain confidential, but Platehaus will provide sufficient information to verify the calculation's accuracy based on the Platform Fee Structure and any Top-Up selected. If Platehaus determines that an error occurred in its calculation, it will correct the error and adjust payments accordingly.

15.9 Language

This Agreement is in English. A Bahasa Malaysia translation may be provided; English prevails to the extent permitted by law.

SCHEDULE A – FEE SCHEDULE (PRIVATE OWNER)

Currency: MYR • Taxes: Platform Fees are exclusive of any applicable taxes.

Platform Fee Structure. All Private Owners are subject to the Platform Fee Structure below. The rates apply on a marginal (progressive) basis to the Final Sale Price (exclusive of taxes).

Base Platform Fee (No Attributed Partner / Affiliate)

Slice of Final Sale Price (MYR)	Base Rate
1 – 50,000	10.00%
50,001 – 100,000	7.00%
100,001 – 400,000	6.00%
400,001 – 2,000,000	5.00%
2,000,001 – 10,000,000	4.00%

Success Fee (With Attributed Partner / Affiliate Sale)

When a sale is attributed to a Platehaus Sales Partner (affiliate), the following fee structure applies:

Slice of Final Sale Price (MYR)	Rate
1 – 50,000	13.00%
50,001 – 100,000	12.00%
100,001 – 400,000	10.00%
400,001 – 1,000,000	8.00%
1,000,001+	7.00%

The higher Success Fee applies when a sale is attributed to a Sales Partner.

Calculation Rules.

Base = Final Sale Price recorded on the Platform (exclusive of taxes).
Fees are computed per slice and rounded to the nearest sen (RM0.01).
The Platform Fee shown in the PO at issuance is binding for that Order.
For Success Fee transactions (with attributed partners), the Success Fee structure applies.

Illustrations (Base Platform Fee – No Affiliate).

Sale Price	Platform Fee (RM)	Seller Receives
RM8,000	RM800.00	RM7,200.00
RM30,000	RM3,000.00	RM27,000.00
RM60,000	RM5,700.00	RM54,300.00
RM120,000	RM9,700.00	RM110,300.00
RM500,000	RM31,500.00	RM468,500.00
RM1,000,000	RM56,500.00	RM943,500.00
RM2,000,000	RM106,500.00	RM1,893,500.00
RM5,000,000	RM226,500.00	RM4,773,500.00

(Example: RM60,000 = 50,000 × 10% + 10,000 × 7% = RM5,700.00)

Illustrations (Success Fee – With Affiliate).

Sale Price	Success Fee (RM)	Seller Receives
RM8,000	RM1,040.00	RM6,960.00
RM30,000	RM3,900.00	RM26,100.00
RM60,000	RM7,700.00	RM52,300.00
RM120,000	RM14,500.00	RM105,500.00
RM500,000	RM50,500.00	RM449,500.00
RM1,000,000	RM90,500.00	RM909,500.00
RM2,000,000	RM160,500.00	RM1,839,500.00
RM5,000,000	RM370,500.00	RM4,629,500.00

(Example: RM60,000 = 50,000 × 13% + 10,000 × 12% = RM7,700.00)

Change Control & Disputes.

Platehaus may update the Platform Fee Structure with in-app notice, taking effect on the updated Effective Date, prospectively only.
Disputes regarding Platform Fee calculations follow Clause 15.8A; Platehaus backend logs and the Private Owner's Top-Up selection at PO issuance are the primary source of evidence for dispute resolution.

Conflicts & Precedence: If there's a conflict, the order is PO → Agreement → this Schedule. The fee structure displayed in the PO at issuance controls.

Avoidance & Enforcement (Explicit). Any attempt to avoid or bypass Platform Fees — including off-platform payment, side deals, or other circumvention of Platehaus systems — is a Material Breach. Such conduct triggers Conversion Fees / Enhanced Conversion Fees (as liquidated damages representing a genuine pre-estimate of Platehaus’s loss), immediate enforcement, and may result in suspension/termination, audit actions, and legal proceedings including injunctive relief. These measures are necessary to protect the integrity of the marketplace, compensate for lost Platform value and operational costs, and prevent unfair advantage over compliant Private Owners.

SCHEDULE B – OPERATIONAL GUIDELINES & NOTICES

Fulfilment Model

Party-Agreed Schedule: Buyer and Supplier agree on fulfilment timing via Platform chat or WhatsApp. There is no default platform-imposed deadline. Platform chat is preferred for record-keeping.

Communication Duty: Both parties must respond to schedule-related messages within 3 calendar days.

Escalation Path

Trigger	Action
Party unresponsive (>3 days, no reply)	Other party may escalate to Platehaus
Repeated non-responsiveness (2+ times)	Platehaus may intervene; fault attributed to non-responsive party
Supplier-fault cancellation	Full refund to Buyer; Supplier issues Credit Note within 2 BD of request
Buyer-fault cancellation	Refund less Buyer penalty per Refund & Dispute Policy
Mutual cancellation	Refund terms as agreed; Platehaus determines if not agreed

Account Actions

Suspension: May occur for repeated non-cooperation, policy breaches, or unresolved disputes.
Reinstatement: Only after (i) CE achieved and Buyer confirms on-platform; or (ii) refund + credit note received and sums reconciled.

Templates (Operational Use)

1) Non-Response Notice – Order [Order ID] – Awaiting Response
2) Refund Demand & Credit Note Request – Order [Order ID]
3) Account Suspension – Policy Breach / Unresolved Order [Order ID]

SCHEDULE C – DOCUMENT PACK (GUIDANCE)

Reasonable-Efforts Model: Provide one or more evidences below; Platehaus may request more and hold disbursement until sufficient.

VOC / JPJ transfer-readiness or equivalent authoritative documentation;
Proof of current ownership/entitlement (JPJ extract, grant/registration slip, or other official evidence) in the Supplier’s own legal name (individual or entity);
Supplier Invoice referencing PO ID, plate identifier, gross amount payable to Supplier, and bank beneficiary details (matching Supplier’s verified legal name);
Government-issued identification (NRIC/passport) for individuals, or company/LLP/partnership registration documents (e.g., SSM) and beneficial owner IDs for entities, plus any residency/tax evidence requested;
Any other evidence reasonably requested to establish transfer capability, authenticity, and direct ownership by the Supplier.

[END OF AGREEMENT]