23.1 This Merchant Agreement including any annexures thereof and the Merchant Application Form shall constitute a binding contract between the Parties hereto. In the event that there are any inconsistencies between the Merchant Agreement and the Merchant Application Form, the Merchant Application Form shall prevail.

23.2 Nothing in this Agreement shall be construed as to create the relationship of employer-employee, partners, collaborators, joint-venture or principal-agent between the Parties hereto. The Parties shall be independent contractors and neither Party shall bind the other by its acts, deeds or omissions.

23.3 This Agreement supersedes all previous negotiations, writings, commitments or agreements, either oral or written, between the Parties hereto.

23.4 This Agreement shall be binding on and shall enure for the benefit of each of the Parties’ successors.  The Merchant shall not assign nor transfer any of its rights, benefits or obligations under this Agreement save with the prior written consent of Ecode.

23.5 The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision of this Agreement.

23.6 Failure or delay on part of either Party to enforce any provision(s) of this Agreement at any point of time shall not be construed to be a waiver by such Party of such rights thereafter to enforce each and every provision of this Agreement.

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