TERMS AND CONDITIONS
The Services are made available by TaPay to you at its sole and absolute discretion and by using the Services upon Activation including but not limited to, purchasing any product and/or services on the App, you unconditionally: –
- acknowledge that you have read and fully understood these Terms and Conditions and agree to be bound by these Terms and Conditions; and
Any person that you allow to access the Service using your Account shall also be bound by these Terms and Conditions. If you do not accept these Terms and Conditions, please do not continue with the registration process or Activation or the use of this Service(s).
For the purpose of these Terms and Conditions, the following terms shall, unless the context otherwise requires, have the meanings and defined below. All other terms not defined herein shall have the meaning as may generally be accepted within the industry based on the context used herein:
|“Account”||means your electronic wallet account which is:
(a) link to the telephone number of your Mobile Device;
(b) managed and supervised by TaPay; and
(c) which records, among other things, the amount of Electronic Money which is available to you for use;
|“Activation” or “Activated”||means the point in time when your Account is activated for use;|
|“Annual Transaction Limit”||means the limit imposed on relevant Transaction in any one (1) year;|
|“Authentication” or “Authenticated”||means a confirmation sent by you to TaPay authorising a particular transaction undertaken or transacted by you. Such authenticated shall be in a manner stipulated or determined by TaPay from time to time including but not limited to key in your personal identification number;|
|“Available Balance”||means the funds in the form of Electronic Money which can be used at any given time subject to the Wallet Limit;|
|“Daily Transaction Limit”||means the limit imposed on relevant Transaction in any one (1) calendar day;|
|“Electronic Money”||means money in digital form provided by TaPay in exchange for monies paid to TaPay and which may utilized by you via the App to make Payment, to Withdraw, to do a Electronic Money Transfer and/or to undertake such other transactions which may be stipulated by TaPay from time to time;|
|“Electronic Money Transfer”||means the service which enables you to transfer Electronic Money from your Account to another user’s Account or to receive Electronic Money into your Account from another user’s Account;|
|“Force Majeure”||means any cause which is not within the control of TaPay including but not limited to act of God, flood, natural disaster, landslides, mudslides, soil erosions, storm, fire, earthquakes, war, riot, civil commotion, natural catastrophe, industrial disputes of any kind, act of government, government restraint, expropriation, change of law, strike, lockouts, blockade, outbreaks and pandemics and the interruption or failure of utility service including but not limited to electric, power, gas, water or telecommunication services;|
|“FPX Online Banking”||FPX is a convenient and secure online payment solution that allows real-time debiting of customer’s internet banking account of multiple banks. It also allows immediate and direct crediting into merchant’s account by banks;|
|“Intellectual Property Rights”||means rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademark or trade business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof);|
|“Mobile Device”||means a portable and wireless telecommunications device together with accessories including but not limited to smartphones and handheld tablets used by you to access and/or use the Service;|
|“Payment”||means the payment to TaPay and/or Participating Merchants for the purchase of goods and services using Electronic Money by means of the App;|
|“Participating Merchant”||means merchants designated by TaPay to sell goods and/or services in exchange for Electronic Money by means of the App;|
|“Refund Policy”||means the refund policy as set out in this Agreement hereof or may be determined from time to time by TaPay with respect to the Services;|
|“Service(s)”||means a stored value service provided by TaPay via the App which enables you to perform the transactions;|
and Conditions” or “Agreement”
|means these terms and conditions for the Service as may be varied or modified from time to time at TaPay’s sole discretion;|
|“Transaction”|| means the transaction performed by you via the Service including:–
(a) Payment to Merchant;
(d) Electronic Wallet Transfer; and
(e) or any other service as may be introduced by TaPay from time to time;
|“Top-up”||means the topping up of the Electronic Money into your Account;|
|“You” or “Your”||means the person who uses and/or accesses the Services;|
|“Password and PIN”||means the password used to log into the App and the PIN is used to authorize every payment from the wallet.|
|“Withdraw”||means the withdrawal of Electronic Money from your Account to a dedicated bank account;|
2. ACCESS THE APP AND SERVICES
- You agree to:
- access the App and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services or the App in good faith;
- comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use of the Services and/or access to the App, as well as any amendments thereto issued by us from time to time; and
- ensure that any information or data you post or cause to appear on the App in connection with the Services is accurate.
- If you are below 18 years old you must obtain consent from your parent(s) or legal guardian(s). By consenting to your acceptance of these Terms and Conditions, your parent(s) or legal guardian(s) are agreeing to take responsibility for:
- your actions in your access and use of the App and/or the Services;
- any charges associated with your use of any of the Services; and
- your compliance with these Terms and Conditions. If you do not have consent from your parent(s) or legal guardian(s), you must cease accessing the App and using the Services.
- USE OF SERVICE
- In order to use the Services, you are required to create an account on the App by clicking on the “Register” link and following the on-screen prompts, and provide the requested information including but not limited to your name as per identity card, preferred name, password, your mobile phone number or other similar identification properties. Further information on creation of account on the App may be obtained from the FAQ page.
- The provision of the Services and the Activation of your Account is at TaPay’s sole and absolute discretion.
- You may only use the Services once your Account has been Activated. Once your Account has been Activated, your use of the App and the Service shall be strictly in accordance with these Terms and Conditions.
- The App and the Services is only available on a Mobile Device and is strictly for your own personal use only as a subscriber of the Service. Any instructions, confirmation and/or communication sent from your Mobile Device shall be deemed to have been sent and/or issued by you irrespective of whether such instructions, confirmations and/or communications were actually send by you or not. You shall be personally liable and responsible for the use of your Account including but not limited to all transactions undertaken and/or transacted using the Account once the said transaction has been Authenticated irrespective of whether the transactions is undertaken and/or transacted by you unless it can be established that such transactions was erroneously transacted due to an error on TaPay’s part.
- The Services made available to you via the App may perform the following transactions (the “Transactions”):
- Payment to Merchant;
- Electronic Money Transfer; and
- or any other service as may be introduced by us from time to time.
All the aforementioned transactions by you shall only be undertaken and/or transacted with Electronic Money save and except for Cash In.
- Using the App and the Services
- you authorize the deduction of Electronic Money and/or funds from your Account and the deposit of Electronic Money and/or funds into your Account to carry out the relevant transactions;
- your use of the Service is subject to the Wallet Limit and the Transaction Limit applicable to our Account. This qualification includes but is not limited to you being restricted and/or prohibited from perform a Cash In transaction or receiving the Electronic Money Transfer whereby the total amount in your Account will exceed your Wallet Limit;
- you are to ensure that there is sufficient Available Balance in your Account before using the Service to cover the total cost of the transaction (including any taxes and other applicable fees or charges) failing which TaPay reserves the right to block, reject or decline the transaction to be transacted through your Account;
- TaPay does not make any warranty, representation and/or undertaking (expressly, impliedly or otherwise) that the App and any subsequent revisions, modifications, updates, upgrades or versions is and would be compatible with your Mobile Device. It is your responsibility to ensure that the App is and will be compatible with your Mobile Device at all times and you acknowledge and agree that TaPay shall not be liable in any manner whatsoever for any liability, loss, damages, cost and expense suffered and/or incurred by you due to the App being incompatible with your Mobile Device;
- You shall, at all times be solely responsible to keep confidential and safeguard your account details including your username and transaction PIN Number. You shall not disclose your username and transaction PIN Number to any person;
- The record of all Transactions authenticated through the transaction PIN Number and Mobile Device number registered for the Account shall be binding and conclusive evidence of your Transactions. Any information, instructions and/or confirmation sent from the Mobile Device via the Account shall be deemed to have been issued by you notwithstanding that such information, instructions and/or confirmation may have been issued by a third party, whether authorised or otherwise, TaPay shall deem that the Services has been accessed legitimately and the Transactions conducted shall be valid. TaPay shall not entertain any request to reverse any wrongful Transactions authenticated through the Transaction PIN Number and Mobile Device / mobile number registered for the Account;
- Notwithstanding anything to the contrary, we reserve the right to block or decline any transaction at our sole and absolute discretion without assigning any reason thereto;
- You may opt out from the Service at any time by deleting your account on the app; and
- You agree to indemnify TaPay from any expenses, liability, loss, damages and actions whatsoever arising from your purchase and use of products that are powered from TaPay.
3.7 USER’S RESPONSIBILITY
3.7.1 You shall:
- keep your personal information, Password and PIN for your Account confidential at all times and shall take all steps to prevent the disclosure of your Password and PIN;
- ensure that all information and data provided to TaPay including personal data are true, accurate, updated and complete at the time of provision and shall promptly update such information and data if there are any changes to the same. TaPay shall not be responsible and liable whatsoever and howsoever to you due to any inaccurate or incomplete information and data provided to TaPay;
- comply with all notices or instructions given by TaPay from time to time in relation to the use of the Service and App;
- be responsible for all equipment necessary to use the Service and App, and also for the security and integrity of all information and data transmitted, disclosed and/or obtained through the use of the Service and App;
- be responsible and liable for all usage of and all payment of the fees, charges, taxes and duties for using the Services including but not limited to payment of all fee, charges, taxes and duties for the purchase of products and/or services to TaPay and third parties including Participating Merchants in a timely manner;
- be fully responsible for any and all data transmitted or broadcasted from your Mobile Device whether by you or any other person; comply with all applicable laws of Malaysia relating to the Service, including without limitation to the Communication and Multimedia Act 1998, Financial Services Act 2012, Anti Money Laundering Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and their respective subsidiary legislation, which may be amended from time to time;
- take all reasonable steps to prevent fraudulent, improper or illegal use of the Service;
- cease to utilise the Service or any part thereof for such period as may be required by TaPay;
- report immediately to TaPay upon the discovery of any fraud, theft, loss, unauthorised usage or any other occurrence of unlawful acts in relation to the Mobile Device and its use. You agree to lodge a police report whenever instructed by TaPay and to give TaPay a certified copy of such report;
- download and install the TaPay app from the Google Playstore and/or Apple iOS store from the official TaPay account. Any downloads & installation outside of this will be deemed unlawful and any actions thereafter by the user will not be liable by TaPay; and
- fully indemnify and shall keep TaPay fully indemnified against any loss, damage, liability, cost or expense, arising from any claims for libel, invasion of privacy, infringement of copyright, patent, breach of confidence or privilege or breach of any law or regulation whatsoever transmitted, received or stored via the Service or part thereof and for all other claims arising out of any act or omission of your or any unauthorised use or exploitation of the Services or part thereof.
3.7.2 You shall not:
- use the Service and/or the App to cause embarrassment, distress, annoyance, irritation, harassment, inconvenience, anxiety or nuisance to any person;
- use the Service and/or the App to cause excessive or disproportionate load on the Service or TaPay’s system;
- use the Service and/or the App for any unlawful purposes including but not limited to vice, gambling or other criminal purposes whatsoever or for sending to or receiving from any person any message which is offensive on moral, religious, communal or political grounds, or is abusive, defamatory or of an indecent, obscene or menacing character;
- use the Service and/or the App for any purpose which is against public interest, public order or national harmony;
- use, permit or cause to be used the Service and/or App improperly or for any activities which breach any laws, infringe a third party’s rights, or breach any directives, content requirements or codes promulgated by any relevant authority including activities which will require TaPay to take remedial action under any applicable industry code or in a way interferes with other users or defames, harasses, menaces, restricts or inhibits any other use from using or enjoying the Service or the internet;
- circumvent user authentication or security of any host, network or account (referred to as “cracking” or “hacking”) nor interfere with service to any user, host or network (referred to as “denial of service attacks”) nor copy any pages or register identical keywords with search engines to mislead other users into thinking that they are reading TaPay’s legitimate web pages (referred to as “page-jacking”), or use the App or the Services for any other unlawful or objectionable conduct. Users who violate systems or network security may incur criminal or civil liability, and TaPay will at its absolute discretion fully co-operate with investigations of suspected criminal violations, violation of systems or network security under the leadership of law enforcement or relevant authorities;
- attempt to probe, scan or test the vulnerability of any of TaPay system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of the service providers or any other third party (including other users) appointed by us to protect our ability to provide the Service;
- attempt to download the App for the use of the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other approved third party web browsers;
- copy, disclose, modify, reformat, display, distribute, license, transmit, sell, perform, publish, transfer and/or otherwise make available any of the Services or any information obtained by you while using the Services or while accessing the App;
- remove, change and/or obscure in any way anything on the App and/or the Services or otherwise use any material obtained whilst using the App and/or the Services except as set out in the Terms and Conditions;
- copy or use any material from the App and/or the Services for any commercial purpose, remove, obscure or change any copyright, trade mark or other intellectual property right notices contained in the original material, or from any material copied or printed off from the App, or obtained as a result of the Services;
- use any of our trademarks, logo, URL or product name without TaPay’s express written consent;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; and
- impersonate or misrepresent your affiliation with any person or entity.
3.7.3 Notwithstanding anything to the contrary, if any information provided by you is untrue, inaccurate, not current or incomplete, TaPay has the right to immediately terminate your account and refuse any and all current or future use of the Services or access to the App.
- TaPay’S RIGHTS AND OBLIGATIONS
- TaPay reserves the right to make any alteration or changes to the Service, or any part thereof, or suspend or terminate the Service or any part thereof without prior notice and TaPay shall not be liable for any loss or inconvenience to you resulting there from;
- TaPay reserves the right at its absolute discretion, from time to time, to vary, add to or otherwise amend these Terms and Conditions or any part. TaPay will give a minimum of twenty-one (21) days notice for any amendments and/or variation made to this terms and conditions. Your continued use of the Service after the effective date of any variation, addition or amendments to these Terms and Conditions shall constitute your unconditional acceptance of such variations, additions or amendment;
- Unless otherwise notified by you, you agree that TaPay may send you notifications relating to promotional and marketing activities from time to time. You may opt out from receiving any promotional or marketing messages from TaPay by unsubscribing via email or contacting customer service;
- TaPay may extract any details or personal information or any other data from you which is required to be used as evidence in court and/or when necessary in the event of a suspected and or proven misuse of the Service;
- TaPay may run campaigns/contest or promotions in relation to the Service as may be notified to you from time to time. You agree that your participation in such campaign/contest/promotion shall be subject to the specific terms conditions of such campaign/contest/promotion; and
- WALLET LIMIT
- The transaction limit for TaPay Wallet are as follows:-
- Wallet limit is Ringgit Malaysia Two Hundred (RM 200);
- The daily transaction limit is capped at RM 1,000.00 per day.
- Transaction limit is up to RM 50,000.00 per annum.
- FEES AND CHARGES
6.1 The Fees and Charges imposed by TaPay are as follow:
|4.||Fund Transfer Fee||n/a|
|6.||Withdrawal Fee / Admin Fee||RM 2|
6.2 You shall be responsible for all fee and/or charges imposed on certain payment networks for using their channels to perform transactions.
6.3 In accessing and using the App and/or Services, you shall be fully responsible and liable for all charges and payment due to your communications service provider to access the Apps and the Services including but not limited to telephone charges and internet/data charges.
- RELOAD AMOUNT
7.1 The minimum reload amount to the TaPay E-wallet is Ringgit Malaysia Ten (RM10).
7.2 In order to use the Services on TaPay E-Wallet, you may reload the wallet via FPX online banking only. It is hereby further confirmed by TaPay that the User’s reload amount shall only be used for making any transactions requested and authorized by the User.
- REFUND POLICY
8.1 If you need a refund in respect of any fees or payments made towards the Service or any part thereof, please contact TaPay at 03-8684 2277 or [email protected]. Subject to TaPay’s determining to its satisfaction that your money was wrongly deducted from your Account for Payment by TaPay due to:-
(i) technical error of TaPay where your attempted Transaction does not go through; (ii) services purchased in App was not made available, TaPay may refund to your Account such money which was wrongly deducted.
8.2 Notwithstanding the above, you are only entitled to a refund if you have transacted for the following Services:
- a) Top-up service; and
- b) Payment to Merchant.
8.3 However, we shall not be responsible to settle any dispute that you may have with merchant for the purchased of goods and services using the Services. You shall be responsible to contact the respective merchants for a refund for products or services purchased from the merchants. We shall not liable any disputes that you may have with the Merchant and you hereby agree to pay us all Fees and Charges and the merchant for the value of the transaction, notwithstanding any dispute.
8.4 In the event you terminate the Service and you are entitled to a refund, the sum shall be credited to a different Account nominated by you. You shall provide to TaPay all necessary information and documents for the purpose of refund upon request.
8.5 TaPay reserves its right not to refund any disputed amount to you if TaPay believe you acted in contrary to these Term and Conditions.
8.6 In the event the Service or your Account is ceased, terminated or suspended by TaPay due to fraudulent, illegal or unlawful transactions including but not limited to breaches of any law (including but not limited to the Financial Services Act 2013 and/or Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLATFA) or any regulation and/or guidelines made thereunder), you shall not be entitled to obtain any refund of the Available Balance whatsoever and it shall be lawful for TaPay to retain for an indefinite period or release to the relevant authorities the Available Balance in accordance with applicable legislation, regulation and/or guidelines. You shall not be entitled to claim any form of compensation for any loss arising therefrom.
- REPRESENTATION AND WARRANTIES
9.1 By accepting these Terms and Conditions, you represent and warrant that you are not violating any applicable laws or regulations through your use of the TaPay website, your Customer Account and/or the Services, and you agree to defend, indemnify and hold TaPay, its Indemnities, affiliates and authorized representatives harmless from any claim, demand (including legal fees and costs), fines, penalties or other liability incurred by TaPay due to or arising out of your breach of this representation and warranty. TaPay may report any suspicious activity to the relevant authorities.
- UNCLAIMED E-MONEY
10.1 The unclaimed e-money is subject to the provision under the Unclaimed Moneys Act 1965 (UMA).
11.1 The Services, the App and the TaPay Materials are provided on an ‘as is’ and ‘as available’ basis. All data and/or information contained in the App, the Services or the TaPay Materials are provided for informational purposes only. No representations or warranties of any kind, whether implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the App, the Services or the TaPay Materials. Without prejudice to the generality of the foregoing, we do not warrant:
- the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the App, the Services or the TaPay Materials;
- that the App, the Services or that any of the TaPay Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
- that the App, the Services or the TaPay Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and
- the security of any information transmitted by you or to you through the App or the Services, and you accept the risk that any information transmitted or received through the Services or the App may be accessed by unauthorized third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet.
- EXCLUSION OF LIABILITY
12.1 TaPay and its Indemnitees shall not be liable to you for any loss, cost, expense (including legal fees and expenses), damage, penalties or settlement sums whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
- any access, use and/or inability to use the App or the Services;
- reliance on any data or information made available through the App and/or through the Services. You should not act on such data or information without first independently verifying its contents;
- any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
- any use of or access to any other website or webpage linked to the App, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
12.2 Any misunderstanding, error, damage, expense or loss resulting from the use of the App is entirely at your own risk.
- INTELECTUAL PROPERTY RIGHTS
13.1 The Intellectual Property Rights in respect of all materials including without limitation all current and future copyrights, patent, trademarks, rights in databases, inventions or trade secrets, know-how, rights in designs, integrated circuit, topographies, trade and business names, domain names, get up, arks and devices (whether such applications can be made) which are capable of being protected and/or enforced in Malaysia and/or any relevant country of the world, any brand names, trademarks, services, products, hardware and software shall remain vested in the party originating or which has acquired the same. For clarity purposes, all trademarks used on the App and/or the Services are the trademarks of TaPay unless specified otherwise.
13.2 You acknowledge and agree that the Services and the App are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. All rights are expressly reserved.
13.3 You are only allowed to use the App and the Services as set out in the Terms and Conditions, and nothing on the App and/or the Services shall be construed as conferring any license or other transfer of rights to you of any intellectual property of other proprietary rights of TaPay.
- FORCE MAJEURE
14.1 Without limiting the generality of any provision in these Terms and Conditions, TaPay shall not be liable for any non-performance and/or delay in performance of its obligations herein (including but not limited to the non-availability and/or interruption in the Services) caused by Force Majeure.
14.2 Notwithstanding Clause 5.0 above, you shall remain liable to pay all fees and charges which are outstanding and/or due and payable to TaPay.
- CUSTOMER SERVICE
15.1 You may address your queries or complaints in relation to the Service or App via our Customer Service Careline at 603-8322 7177 at email at [email protected]
15.2 If the reply to your query or complaint is not satisfactory to you, you may contact the following:
- Bank Negara Malaysia
Laman Informasi Nasihat dan Khidmat (LINK)
Ground Floor, D Block,
Jalan Dato’ Onn,
50480 Kuala Lumpur
Contact Centre (BNMTELELINK)
Tel : 1-300-88-5465
Email: [email protected]
- Ombudsman for Financial Services (664393P)
(formely known as Financial Mediation Bureau)
14th Floor, Main Block,
Menara Takaful Malaysia,
No. 4, Jalan Sultan Sulaiman,
50000 Kuala Lumpur.
16.1 In our sole and absolute discretion, we may, upon giving you notice at our earliest opportunity, terminate your use of the Platform, Services and/or disable your username and password with immediate effect. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever at our sole discretion, including a breach of any of these Terms and Conditions or where if we believe that you have violated any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the Services.
17.1 Governing Law and Jurisdiction
These Terms and Conditions are governed by and construed in accordance with the laws of Malaysia, and you hereby submit to the exclusive jurisdiction of the Malaysian courts.
Where any provision of, or the application of any provision of this Agreement is illegal or unenforceable or deemed to be illegal or unenforceable, the provision shall continue to apply with the necessary modification in order that the provision is legal, valid and enforceable provision. In the event that it is not possible to modify the relevant provision to make the provision legal, valid and enforceable, then such part of the provision which is illegal, invalid or unenforceable shall be severed but the remaining parts of the provision shall remain unaffected.
- a) No failure or delay on the part of TaPay in exercising any rights or remedies under these Terms and Conditions at any time or for any period of time, nor any knowledge or acquiescence by TaPay of any breach of any provision of these Terms and Conditions shall operate as or be deemed to be a waiver thereof nor shall a waiver by TaPay of any breach constitute a continuing waiver in respect of any subsequent or continuing breach.
- b) Any waiver of any right or remedy of TaPay under these Terms and Conditions shall only be valid and effective if it is agreed to by TaPay in writing.
You acknowledge and agree that in entering into these Terms and Conditions you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Terms and Conditions or not) other than as expressly set out in the Terms and Conditions as a warranty.
- You shall not assign or novate these Terms and Conditions without TaPay’s prior written consent.
- TaPay may assign or novate these Terms and Conditions to any third party by written notice to you and you shall execute such documents as may be reasonably required to give effect to the assignment or novation.