INTRODUCTION

By using and / or browsing the Website, and/or signing this Agreement, you agree that you have read, understood and agree to be bound by these Terms and Conditions

If you do not agree with these Terms and Conditions, in whole or in part, please discontinue using and / or browsing our Website, and/or signing this Agreement immediately.

This Agreement is made between Mega Online Sdn Bhd (Company No.: 1279557-H) hereinafter known as "the Hosting Company"), a company incorporated under Companies Act 2016 (Act 777), and the Client, which shall include all employees, servants and agents of any company, partnership, firm or individual as specified in the Vendors Application Form (hereinafter known as "the Client").

The Hosting Company will provide hosting services to you in the Hosting Company's Website(s) on the Terms and Conditions as set out here.

The Hosting Company may assign or change any part or parts of our rights under these Terms and Conditions without the Client's consent or prior notification.

The Terms and Conditions read together with the Vendor's Application Form shall constitute a legally-binding agreement between the Client and the Hosting Company.

TERMS OF AGREEMENT

1. Definitions

Unless expressly stated otherwise the following definitions shall apply to the terms used in this Terms and Conditions: -

"Client””

means any individual or company that has signed up to offer their Service to the general public and to Service Users via the Website;

"Client Content”

means all materials created or supplied by the Client to The Site;

“Computer Virus”

means any programs or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software;

“Confidential Information”

means all information passing from one party to the other party relating to the business of the disclosing party, including but not limited to trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information and customer information proprietary to customers, formulae, suppliers, concepts not reduced to material form, designs, plans and models;

“Expenses”

means the out of pocket expenses incurred by the The Site in acquiring anything reasonably necessary for it to perform the requirements imposed on it by this website;

“Fee”

means the fee specified in clause 8 of the Terms and Conditions to be paid by the Client for the performance by the The Site of its obligations under this Agreement;

“Hosting Services”

means those services provided to the Client in various categories of the Website or by the relevant Personnel;

“Intellectual Property”

means all intellectual property rights relating to or owned by “The Site” anywhere in the world (including present and future intellectual property rights) including but not limited to Confidential Information, business names or logos, domain names, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;

“Materials”

means all materials owned by a party used in the provision of the Hosting Services, including but not limited to software programs and source code;

“Online Conduct Policy”

means the policy in Clause 12 setting out the terms and conditions on which the Client agrees to utilise the The Site’s network, systems, products and services;

“Personnel”

means any employees, officers, agents, contractors, or directors of the The Site;

“Service”

means the professional service offered and / or to be rendered by the Service Professional in the course of his business to a service user;

“Service User”

means any individual or company that has (i) used or browsed the Website; and / or (ii) submitted a request for professional services offered by Service Professionals, via the Website, in order to receive price quotations, regardless of whether such Service User ultimately hires or does not hire a Service Professional via the Website;

“Website”

means the website or sites as hosted by the The Site any other related microsites and / or mobile or web applications owned and operated by The Site, which may or may not be of similar names and any related or ancillary facilities or functions such as e-mails, SMS, newsletters, notifications or other communication or content, including but not limited to "Renoplus".


2. Interpretation

2.1 In this Agreement, unless the context otherwise requires:

  • 2.1.1 a reference to any document is a reference to that document as varied, novated or replaced from time to time;
  • 2.1.2 the singular includes the plural and vice versa;
  • 2.1.3 a reference to a gender includes all other genders;
  • 2.1.4 a reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, authority or other entity; and
  • 2.1.5 a reference to a person includes that person’s legal personal representative, successors and permitted assigns.

2.2 Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement


3. Provision of the Hosting Services

3.1 The Hosting Company will provide the Hosting Services to the Client on the Terms and Conditions of this Agreement.

3.2T he Client acknowledge that the Website functions as an online platform for Service Users to connect with the Client for the purposes of transacting to respectively receive and provide Services. The Hosting Company is not itself the Client or a Service User.


4. Availability

4.1 The Client acknowledges that the Hosting Company’s systems, servers, and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.

4.2 In the event of any such interruptions the Hosting Company will notify the Client by email or facsimile as soon as reasonably practicable of any such interruptions to its ability to provide the Hosting Services.

4.3 The Hosting Company agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable.


5. Limitation of Liability

5.1 The Hosting Company gives no condition, warranty, or undertaking, and makes no representation to the Client about the suitability of, or fitness of, the Hosting Services for the Client’s purposes other than those conditions, warranties, undertakings or representations expressly set out in this Agreement.

5.2 All warranties, conditions and other terms implied by statute or common law are excluded from the terms of this Agreement to the fullest extent permitted by law.

5.3 Nothing in this Agreement excludes or limits the liability of the Hosting Company for:

  • 5.3.1 death or personal injury caused by the Hosting Company’s negligence; or
  • 5.3.2 from fraudulent misrepresentation or fraud.

5.4 Subject to sub-clauses 5.2 and 5.3:

  • 5.4.1 the Hosting Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Service Fees received in relation to the Hosting Services; and
  • 5.4.2 in no event shall the Hosting Company be liable to the Client whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss.
  • 5.4.3 “Consequential Loss” shall for these purposes mean:-
    • (i) pure economic loss;
    • (ii) losses incurred by any customer of the Client or other third party;
    • (iii) loss of profits (whether categorised as direct or indirect);
    • (iv) losses arising from business interruption;
    • (v) loss of business revenue, goodwill, anticipated savings;
    • (vi) losses whether or not occurring in the normal course of business, wasted management or staff time; and
    • (vii) loss or corruption of data.


6. Client Content

6.1 The Hosting Company will not be responsible for the accuracy and/or functionality of the Client Content in the form in which it is provided by the Client or as modified upon and in accordance with the Client’s instructions for inclusion on the Website.

6.2 If the Hosting Company reasonably forms the view that the Client Content of any Website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party’s rights or in contravention of applicable law, the Hosting Company may without prior notice or any liability remove that Client Content from the Website with or without notifying the Client of its removal.

6.3 The Client shall indemnify and hold harmless the Hosting Company and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Client Content including but not limited to the posting and/or transmission of Client Content on the Website.


7. Term

7.1 This Agreement will commence on the date as specified in the Vendor's Application Form or by the relevant Personnel and will subsist for a period as specified in the Vendor's Application Form or by the relevant Personnel unless earlier terminated in accordance with its terms


8. Charges and Payment

8.1 The parties agree that unless expressly stated in writing by the Hosting Company all Fees, charges and payments set out in this Agreement or any Schedule to it are exclusive of SST.

8.2 The Client will pay the Hosting Company the Fees for the Hosting as specified in the Vendor's Application Form or by the relevant Personnel within five (5) days after the date the Hosting Company’s invoice is sent.

8.3 The Client subscribing to the Hosting Company's Interior Design package (as specified in the Vendor's Application Form or by the relevant Personnel) shall pay the Hosting Company an additional fee at the rate of one per cent (1%) of the total sum of all project sale(s) made between Service Users and the Client via the Website to the Hosting Company within five (5) days after the date the Hosting Company’s invoice is sent.

8.4 The Client shall reimburse the Hosting Company for all agreed Expenses reasonably incurred by the Hosting Company in performing its obligations under this Agreement.

8.5 The Client acknowledges that there may be additional charges or Expenses in relation to additional services required by the Client beyond those set out in this Agreement. Any such additional charges or Expenses will be agreed on in writing in advance between the parties and invoiced separately.

8.6I f the Client is in arrears in any payment due to the Hosting Company under this Agreement, the Client will pay, in addition to the arrears, interest at the rate of five per cent (5%) per annum on all arrears for each day during which the default continues.

8.7 Without limiting any other right or remedy available to the Hosting Company, the Hosting Company may on giving seven (7) days’ written notice, and without having to account for or to repay any money previously paid to it pursuant to the terms of this Agreement, refuse to commence, complete or deliver any work or otherwise comply with the provisions of this Agreement on the Hosting Company’s part to be observed or performed in the event the Client:

  • 8.7.1 fails to pay any sums due to the Hosting Company under this Agreement; or
  • 8.7.2 otherwise defaults in the due observance and performance of this Agreement.


9. Ownership

9.1 The parties acknowledge that this Agreement does not have the effect of transferring the ownership of any Intellectual Property.

9.2 Any Intellectual Property owned by either party and required for the performance by the other party of its obligations under this Agreement shall be licensed to that other party on a non-exclusive, royalty-free basis for the purpose of fulfilling that party’s obligations under this Agreement and for the period during which the use of that Intellectual Property by that party pursuant to this Agreement is required.

9.3 Subject to clause 9.6, the Client acknowledges and agrees that the Hosting Company will own all Intellectual Property in connection with the Hosting Company’s Materials and that all other Intellectual Property in Materials produced or created by the Hosting Company or on its behalf or provided by the Hosting Company will remain permanently with the Hosting Company regardless of whether such Material is in its original form or in a form modified for the Client’s use.

9.4 Subject to the Client not being in breach of this Agreement, the Hosting Company grants to the Client a non-exclusive, royalty-free licence to use the Materials for the duration of this Agreement.

9.5 The Client may not modify the Hosting Company’s Materials for any purpose without the prior written consent of the Hosting Company.

9.6 The Hosting Company acknowledges and agrees that the Client will own:

  • 9.6.1 all Intellectual Property in the Client Content of the Website; and
  • 9.6.2 all rights in connection with the internet domain names attaching to the respective Website.

9.7 The Client will procure for the Hosting Company a licence on a non-exclusive, royaltyfree basis to use any existing Intellectual Property owned by a third party and required for the performance by the Hosting Company of its obligations under this Agreement and for the period during which the use of those rights by the Hosting Company pursuant to this Agreement is required.


10. Marketing

10.1 The parties acknowledge and agree that the Hosting Company may use the Client’s names, logos, domain names and trade marks for the following purposes:

  • 10.1.1 on the Hosting Company’s website; and
  • 10.1.2 in the Hosting Company’s written documentation.

10.2 The Client agrees to provide a link to the Hosting Company’s homepage from the Client’s homepage. This link shall be as agreed between the parties or in default of agreement in the form of “This Website is hosted by the Hosting Company” and shall appear at the bottom of the Client’s homepage.


11. Equipment and Access

11.1 The Client must provide, at its own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to the Hosting Services. The Client must comply with all the rules and regulations that apply to the communications network or system by which the Client obtains access to the Hosting Services.


12. Online Conduct

12.1The Client acknowledges that it will comply with the Hosting Company’s Online Conduct Policy as stated herein or as published from time to time on the Hosting Company’s Website.

12.2The Hosting Company’s Online Conduct Policy is a standard policy for the conduct of the Hosting Company’s business and is necessary for the orderly and efficient provision of its hosting services to clients.

12.3The Client shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website including but not limited to (i) the Client's profile; (ii) the posting of the Client's Service; (iii) the posting of the Client's desired Service; or (iv) the posting of any opinions or reviews in connection with the Website, the Service, the Service Professional, or the Service User (collectively referred to as "Submitted Content") that: -

  • (i)misrepresents the source of anything the Client post, including impersonation of another individual or entity of any false or inaccurate biographical information for any Service Professionals, provides or create links to external sites that violate this Terms of Use, is intended to harm or exploit any individual in any way or is designed to solicit, or collect personally identifiable information of any person without his or her express consent;
  • (ii)invades anyone's privacy by attempting to harvest, collect or otherwise utilize or publish any of their information without their knowledge and willing consent;
  • (iii)contains falsehoods or misrepresentations that could damage the Host Company or any third party;
  • (iv)is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally, or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism or gratuitous violence, encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any law, promotes racism, hatred or physical harm of any kind against any group or individual, contains nudity, violence or inappropriate subject matter, or is otherwise inappropriate;
  • (v)is in whole or part copyrighted, protected trade secret or otherwise subject to thirdparty proprietary rights, including privacy and publicity rights, unless the Client are the owner of such rights or have permission from the rightful owner to post the material and to grant the Client all of the license rights granted therein;
  • (vi)is intended to threaten, stalk, defame, defraud, degrade, victimise, or intimidate an individual or group of individuals for any reason or to incite or encourage anyone else to do so;
  • (vii)intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers through any means;
  • (viii)advertises or solicits a business not related to or appropriate for the Website (as determined by the Host Company in its sole discretion);
  • (ix)contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
  • (x)contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;
  • (xi)distributes or contains viruses or any other technologies that may harm the Hosting Company, or the interests or property of the Hosting Company's users;
  • (xii)contains links to commercial services or websites, except as allowed pursuant to the Terms and Conditions;
  • (xiii)is non-local or irrelevant content;
  • (xiv)contains identical content to other open Postings the Client have already posted, or uses any form of automated device or computer programme that enables the submission of Postings without the express written consent of the Hosting Company;
  • (xv)be in contempt of any court, or in breach of any court order;
  • (xvi)be in breach of racial or religious hatred or discrimination legislation;
  • (xvii)be blasphemous;
  • (xviii)be in breach of official secrets legislation;
  • (xix)be in breach of any contractual obligation owed to any person;
  • (xx)depict violence, in an explicit, graphic or gratuitous manner;
  • (xxi)consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
  • (xxii)constitute spam;
  • (xxiii)be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; and/or
  • (xxiv)cause annoyance, inconvenience or needless anxiety to any person.

12.4 The Client will not send messages to other users whom the Client have made contact with via or through the Website containing:

  • (i) offers to make national or international money transfers for amounts exceeding the asking price of a service, with intent to request a refund of any portion of the payment; or
  • (ii) unsolicited advertising or marketing of a service that is (i) not offered on the Website; or (ii) is offered on an external website.

12.5 While using the Website, the Client shall not:

  • (i) post content or items in any inappropriate category or areas on the Website;
  • (ii) violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;
  • (iii) fail to deliver payment for Services purchased by the Client, unless the Service Professional has materially changed the description of the Service after the Client negotiate an agreement for such Service, a clear typographical error is made, or the Client cannot authenticate the Service Professional's identity;
  • (iv) fail to perform Services purchased from the Client, unless the Service User fails to materially meet the terms of the mutually agreed upon;
  • (v) circumvent or manipulate any fee structure or billing process that the Hosting Company may have or implement;
  • (vi) post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Website user);
  • (vii) take any action that may undermine any feature that the Hosting Company has or may come up with for the purposes of the Website; or
  • (viii) leave any untrue or inappropriate feedback about a Service Professional and the Client shall at all times use careful and good judgment in leaving any feedback.;

12.6 The Client are solely and fully responsible for the Client's own Submitted Content and the consequences of posting or publishing it. The Client hereby affirm, represent, and/or warrant that:

  • (i) the Client own or have the necessary licenses, rights, consents, and permissions to use and authorize the Hosting Company to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content;
  • (ii) the Client have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person; and
  • (iii) the Client agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by the Client to or through the Website.
  • (iv) The Client retain all of the Client's ownership rights in the Client's Submitted Content. The Client hereby grant, and the Client represent and warrant that the Client have the right to grant to the Host Company a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and the Hosting Company’s (and its successor's) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website (and any derivative works in any media formats and through any media channels).
  • (v) The Client also hereby grant each user of the Website a non-exclusive license to access the Client's Submitted Content through the Website, and to read and use, such Submitted Content as permitted through the functionality of the Website and under these Terms and Conditions.


13. Right To Remove/ Edit Contents

13.1 The Hosting Company does not endorse any Submitted Content or any opinion, recommendation, or advice provided by any users and the Hosting Company expressly disclaims any and all liability in connection with all Submitted Content.

13.2 The Hosting Company does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and the Hosting Company will remove any Data or Submitted Content in its sole discretion, upon being notified or having reason to believe that an infringement has occurred, without prior notice to a user who has or is suspected to have conducted such infringement. The Hosting Company may take any action or steps it deems fit in its sole discretion against such infringer

13.3 The Hosting Company reserves the right in its sole and absolute discretion to decide whether any Data or Submitted Content is appropriate and complies with these Terms and Conditions for any and all violations.

13.4 The Client acknowledge and understand that when using the Website, the Client will be exposed to Submitted Content:

  • (i) from a variety of sources and that the Hosting Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content; and
  • (ii) that is or may be inaccurate, offensive, indecent, or objectionable, and you agree to and hereby waive any legal or equitable rights or remedies you have or may have against the Hosting Company, and agree to indemnify and hold the Hosting Company, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to the Client's use of the Website.

13.5 The Client is solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that the Client publish or display on or through the Website, or transmit to other Website users. The Client understand and agree that the Hosting Company may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Terms and Conditions or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Website users or others.


14. Copyright Notice

14.1 Unless otherwise expressly stated, copyright, database right or similar rights in all material presented on the Website (including graphical images, text, video clips, reprographics, sounds, demos, patches and other files) is owned, controlled or licensed by the Hosting Company or its affiliates and is protected or covered by copyright, trade mark, intellectual property law and other proprietary rights.

14.2 The Client has limited permission to display, print or download extracts from these pages for the Client's personal non-commercial and non-profit use only and the Client shall not be entitled to commercialise any such material in any way.

14.3 Any copies of the pages of the Website which you save to disk or to any other storage system or medium may only be used for subsequent viewing purposes or to print extracts for personal use.

14.4 The Client may not (whether directly or indirectly including through the use of any program) create a database in an electronic or other form by downloading and storing all or any part of the pages from the Website without the Hosting Company's prior written consent save as expressly authorised by an agreement in writing between the Hosting Company and the Client.

14.5 Unless with the Hosting Company's prior permission no part of the Website may be reproduced or transmitted to or stored in any other website, nor may any of its pages or part thereof be disseminated in any electronic or non electronic form, nor included in any public or private electronic retrieval system or service.

14.6 Linking to the homepage of the Website is greatly appreciated but written permission for using the Hosting Company's name, logo and linking to the Hosting Company's site is required. No deep linking or framing will be permitted without prior written agreement. The Hosting Company reserve the right to revoke such permission at any time.

14.7 The Client may not amend, republish, distribute, reproduce, adapt or modify any of the materials on the Website or use any of the materials for public performance or otherwise make commercial use of the Website or any materials located on it without the Hosting Company's prior written consent

14.8 The permission granted terminates automatically if the Client breach any of these terms or other terms and conditions applicable to the Website.

14.9 Nothing on the Website or the Client's use of any of the services shall be construed as conferring any licence or other rights under the intellectual property or other proprietary rights of the owners and operators of the Hosting Company, its affiliates or any third party, whether implied or otherwise, save as expressly provided.


15. Personnel and Sub-Contractors

15.1 The Hosting Company may in its absolute discretion sub-contract the performance of any of its obligations under this Agreement.


16. Warranties

16.1 Each party warrants to the other that:

  • 16.1.1 it has authority to enter and to perform its obligations under this Agreement; and
  • 16.1.2 it has the ability to perform its obligations under this Agreement.

16.2 The Hosting Company warrants to the Client that the Hosting Services:

  • 16.2.1 will be provided by appropriately qualified and experienced Personnel using all reasonable care and skill;
  • 16.2.2 will in all material respects substantially comply with the Schedule; and
  • 16.2.3 will not knowingly infringe the Intellectual Property rights of any third party.

16.3 The Client warrants to the Hosting Company that:

  • 16.3.1 the use by the Hosting Company of any works or Materials submitted by the Client to the Hosting Company under this Agreement will not infringe the rights of any person or contravene any law;
  • 16.3.2 at the time of entering into this Agreement it is not relying on any representation made by the Hosting Company which has not been expressly set out in this Agreement;
  • 16.3.3 it shall install and maintain Computer Virus protection software of not less than industry standard, and take all other reasonable steps to ensure that any software used in connection with the Hosting Services, and any material or data provided to the Hosting Company will be free from any Computer Virus and will not damage or corrupt any other data or system;
  • 16.3.4 that it is solely responsible for communicating with persons who access its websites or other sites and that it will not divert any Client complaints or concerns to the Hosting Company; and
  • 16.3.5 the Client shall not -
    • (i) register or list on the Website in a category of Service which they do not offer or that is irrelevant to or inappropriate for the Service they are offering;
    • (ii) misrepresent the location(s) at which they will provide a Service;
    • (iii) include third party brand names or other inappropriate keywords in their Profile, title or any posting, messages or submission made in or through the Website;
    • (iv) use misleading titles, words or phrases that do not accurately describe the Service they provide;
    • (v) include any information in their Profile that is fraudulent or otherwise incorrect;
    • (vi) do anything to circumvent or avoid any fees that the Hosting Company may charge;
    • (vii) conduct fraud or misconduct on any promotions or partnerships which the Hosting Company may conduct;
    • (viii) use their Profile or the Website for promoting (i) products or goods; (ii) Services which are not offered by the Service Professional through the Website; (iii) Services which are not a recognised category on the Website; (iv) any website, service, product, party or any thing not directly related to their Service or otherwise prohibited by the Hosting Company in its sole discretion from time to time; or (iv) any services that may be prohibited under law;
    • (ix) solicit Service Users or any person to pay or do anything not specifically permitted by these Terms of Use or by The Hosting Company as it may in its sole discretion determine from time to time;
    • (x) offer or solicit any Service or do anything that contravenes these Terms of Use, the Privacy Policy or any laws.

16.4 The Hosting Company shall not be liable for defects resulting from improper use of Hosting Services by the Client or by another third party.


17. Indemnity

17.1 The Client indemnifies and undertakes to keep indemnified the Hosting Company, its officers, directors, employees, contractors and agents against any direct, indirect, incidental, special, general, punitive, exemplary, consequential damages, costs, expenses (including the cost of any settlement) or any form of damage, loss or injury in any form whatsoever, including but not limited to loss of profits, corruption or loss of data, failure in transmission of data or business interruption regardless of the theory of liability (contract, tort or otherwise) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the Hosting Company by any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with this Agreement whether arising from any failure by the Client to comply with the terms of this Agreement or otherwise, or the use or inability to use the Website(s), including but not limited to: -

  • (i) the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and noninfringement of third party rights of the Website or any service that the Hosting Company provides
  • (ii) any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the website (whether by the Hosting Company or any third party through the website);
  • (iii) any unauthorized access to or use of the Website or the Hosting Company's servers, data or information;
  • (iv) any cessation, termination or disturbance of transmission to or from the Website;
  • (v) any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the Website whether due to the actions of any third parties or otherwise;
  • (vi) any transaction or transmission between the Client and any third party provider of products or services of any kind in any medium whatsoever;
  • (vii) any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the Website or otherwise.

17.2 The Client further expressly acknowledge and agree that the use of the website is at the Client's sole risk. The Hosting Company, its officers, directors, employees and agents make no warranties and/or representations and disclaim all warranties, representations and/or conditions whether express or implied arising or resulting from or under and in connection with the website and from the Client's use or inability to use thereof including but not limited to:-

  • (viii) the accuracy, completeness, merchantability, satisfactory quality, uninterrupted or error-free service or operation, continuity and availability of service or operation, compatibility and usability with third party or other services, fitness for a particular purpose, quiet enjoyment, and noninfringement of third party rights of the Website or any service that the Hosting Company provides
  • (ix) any errors, mistakes, omissions or inaccuracies in any material, content, message, transmission or act, whether posted, emailed, transmitted, submitted, advertised, offered or otherwise made available in the website (whether by the Hosting Company or any third party through the website);
  • (x) any unauthorized access to or use of the Website or the Hosting Company's servers, data or information;
  • (xi) any cessation, termination or disturbance of transmission to or from the Website;
  • (xii) any computer viruses, worms, trojan horses or other malware or by trespass or burdening network capacity whether transmitted to or through the Website whether due to the actions of any third parties or otherwise;
  • (xiii) any transaction or transmission between the Client and any third party provider of products or services of any kind in any medium whatsoever;
  • (xiv) any harassment, abuse, stalking, threatening, defamatory, offensive, infringing, violating or illegal submission, material, content, message, transmission or act by any user of the Website or otherwise.

17.3 The indemnity extends to and includes all costs, damages and expenses reasonably and properly incurred by the second party in defending any such action, proceeding, claim or demands.


18. Disclaimer

18.1 The contents of the Website are subject to the matters set out below:-

  • (i) contents are only for general information or use by the Service Users and the Clients (as indicated);
  • (ii) the information on this page and the Website is updated from time to time. However, the Hosting Company hereby exclude any warranties (whether expressed or implied), as to the quality, accuracy, efficacy, completeness, performance, fitness for a particular purpose of this page, the Website or any of its contents, including (but not limited) to any price quotes or non-fraudulent representations contained within the Website;
  • (iii) the Hosting Company will not be liable for any damages (including, without limitation, damages for any consequential loss or loss of business opportunities or projects, or loss of profits) howsoever arising and whether in contract, tort or otherwise from the use of or inability to use the Website, or any of its contents and materials, or from any action or omission taken as a result of using the Website or any such contents. In any event the Hosting Company's liability for all damages and losses (including negligence) shall not in any circumstances exceed the amount paid by the Client, if any, for accessing and utilising the Website;
  • (iv) the Website contains material in the form of information, price quotes or representations submitted by third parties and the Hosting Company accept no responsibility for the content or accuracy of such material nor do the Hosting Company make any representations by virtue of the contents of the Website in respect of the guaranteed availability of any services advertised;
  • (v) the Hosting Company make no warranty that the contents of the Website are free from infection by viruses or anything else which has contaminating or destructive properties and shall have no liability in respect thereof;
  • (vi) all liability is excluded to the fullest extent permitted by applicable law including any implied terms as the content of the Website is provided “as is” without warranties of any kind. We reserve the right to change all the contents of the Website at any time without notice to the Client;
  • (vii) the Hosting Company do not and cannot review every message posted on the Website. Accordingly, the Hosting Company is not responsible for the content of the postings, discussions and messages;
  • (viii) By participation and use of the Hosting Company's Website, each user acknowledges that they will remain solely responsible for the content of their messages, comments and postings;
  • (ix) the Hosting Company accept no responsibility for loss of data, information in any form or other matters whatsoever which result from the use of the Website;
  • (x) Malaysian law and jurisdiction applies with respect to contents of this Website. the Hosting Company control and operate the Website from the Hosting Company's offices in Malaysia. If you do not agree with the governing law or these terms, please do not use this Website.


19. Title

19.1 The Client agrees that any works, items, materials or information of whatever nature produced or developed by the Hosting Company or under the Hosting Company’s direction pursuant to or in the course of providing the Hosting Services shall remain the sole and complete property of the Hosting Company, whether such property is tangible or is in the nature of Intellectual Property (including copyright and rights of Confidential Information).

19.2 If the Client has fully complied with this Agreement and if the works, items, materials or information referred to in clause 19.1 have been produced by the Hosting Company as part of the Hosting Services, the Hosting Company grants the Client a non-exclusive and non-transferable licence to use such works, items, materials and information for such purposes as are necessary in connection with the Website for the duration of this Agreement.


20. Termination

20.1 The Hosting Company may terminate this Agreement by notice in writing to the Client in the event that:

  • 20.1.1 the Client fails to pay any amount to the Hosting Company due under this Agreement and does not make that payment within [seven (7)] days after receiving notice requiring the Client to do so;
  • 20.1.2 the Client fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement and such failure is not remedied by the Client within five (5) days after receipt by it of a notice in writing requiring the default to be remedied;
  • 20.1.3 the Client fails to perform any of the obligations on its part to be observed or performed pursuant to the Online Conduct Policy and such failure is not remedied by the Client within five (5) days after receipt by it of a notice in writing requiring the default to be remedied; or
  • 20.1.4 any of the warranties or representations made by the Client contained in this Agreement are false or inaccurate in any material way.

20.2 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:

  • 20.2.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within fourteen (14) days after receipt of a written request so to do;
  • 20.2.2 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
  • 20.2.3 make any voluntary arrangement with its creditors or become subject to an administration order;
  • 20.2.4 have a receiver or manager or similar official appointed over the whole or substantial part of its undertaking or assets;
  • 20.2.5 cease or threaten to cease to carry on business; or
  • 20.2.6 have any similar event occur under the law of any other jurisdiction in respect of it.

20.3 The Hosting Company also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or any part thereof with or without notice and in its sole discretion. the Client agrees that the Hosting Company shall not be liable to the Client or to any third party for any modification, suspension or discontinuance of the Hosting Company’s services.

20.4 The Client hereby acknowledge and agree that the Hosting Company in its sole and absolute discretion has the right but not the obligation to delete, terminate, or deactivate the Client's Account, block the Client's email or IP address, cancel the Website or otherwise terminate the Client's access to or participation in the use of the Website or any part thereof, or remove and discard any Submitted Content on the Website immediately and without notice and for any reason which is may but is not obliged to disclose.

20.5 Upon termination of the Client's Account, the Client's right to participate in the Website in any way shall automatically terminate.

20.6 Upon termination the following shall occur:-

  • (i) the Client's Account will be disabled and the Client may not be granted access to the Client's Account or any files or other data contained in the Client's Account. However, such residual data may remain in the Hosting Company system;
  • (ii) all licenses granted to the Client will immediately terminate;
  • (iii) The Hosting Company shall not be liable to the Client or any third party for any termination of the Client's access to the Website. The Hosting Company retains the right to use any data collected from the Client's use of the Website; and
  • (iv) all related licenses the Client have granted The Hosting Company hereunder shall remain in effect for the foregoing purpose. In no event is The Hosting Company obligated to return any Submitted Content to the Client. All terms and conditions and rights in favour of The Hosting Company survive termination and remain in the full benefit of The Hosting Company.

20.7 The Client agree to indemnify and hold The Hosting Company, and its officers, managers, members, affiliates, successor, assigns, directors, agents, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the termination.


21. Confidential Information

21.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

21.2 Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

21.3 All documents and other materials containing Confidential Information of either party will be returned to that party immediately upon completion of the Hosting Services.

21.4 The parties’ obligations to keep information confidential will survive the termination of this Agreement.

21.5 The obligations of confidentiality under this Agreement do not extend to information that:

  • 21.5.1 was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;
  • 21.5.2 is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or
  • 21.5.3 is required by law to be disclosed.


22. Data Security Policy

22.1 The Hosting Company control physical security in relation to the information and personal data that is contained at the Hosting Company's facilities and restrict access to the site, buildings, computer rooms, office desk, technology areas, equipment and other facilities where unauthorised access by people could compromise the Hosting Company's security.

22.2 All proprietary or confidential information, including personal data, is contained or stored on the Hosting Company's information technology equipment and any that is contained and stored on manual files is locked up and secure.

22.3 The Hosting Company control access to information and personal data, including existing procedures for authorising and authenticating users as well as software controls for restricting access and techniques for protecting data such as encryption.

22.4 The Hosting Company maintain a business continuity plan as a contingency plan which identifies the Hosting Company's business functions and assets (including personal data) which would need to be maintained in the event of disaster and set out the procedures for protecting and restoring them if necessary.

22.5 In respect of detection and investigation of breaches where they occur, the Hosting Company have in place relevant controls which should alert the Hosting Company to a breach in security.

22.6 The Hosting Company endeavour to investigate every breach of security.

22.7 The Hosting Company cannot guarantee the security of any personal information or data disclosed to it or collected by it.


23. Privacy Policy and Data Protection Statement

23.1 The Hosting Company are strongly committed to the protection of the Client's privacy online and accordingly, the Hosting Company take protective measures to protect the personal information provided to the Hosting Company by the Client.

23.2 The Hosting Company also take further measures to comply with the relevant statement regarding what the Hosting Company can do with personal information the Hosting Company obtain from the Client.

23.3 The Hosting Company are notified under the Personal Data Protection Act 2010 (Act 709) and intend to comply with all the Hosting Company's obligations under that Act. The Client consent to the Hosting Company's processing of the Client's information.

23.4 This privacy policy is not intended to, and does not, create any contractual or other legal rights or obligations on either the Client's or the Hosting Company's part.

23.5 The Hosting Company collect certain information or data about the Client when the Client use the Hosting Company's Website. The details the Hosting Company collect includes information the Client provide, the Client's IP address, details of the Client's web browser, information on how the Client use the Hosting Company's Website.

23.6 In order to assist the Hosting Company the Client may provide the Hosting Company with information from time to time which the Hosting Company may require or use for the purposes of providing the Client with any required services, information or requested activity including contacting the Client and providing notification to the Client in relation to such services or related activity.

23.7 The Hosting Company may provide the data collected from the Client to members of the Hosting Company's group companies or other third party including the Hosting Company's agents and contractors in connection with the service. The Hosting Company will inform the Client prior to disclosing the Client's information to any other third party. If the Client can be identified from the information that is disclosed, then the Hosting Company will not disclose such information without prior notification to the Client and the Hosting Company will obtain the Client's permission to do so. The Client may inform the Hosting Company at any time not to pass on or share the Client's personal information with any third parties.

23.8 The registration information the Client provide may be required to use the service or Website. The Hosting Company will store this information and data and use it to contact the Client, provide the Client with further details of the services and otherwise for the normal use, provision of services and improvement of the Website, unless the Client ask the Hosting Company not to do so.

23.9 The information may be disclosed to third parties to enable the Client to gain access to any restricted part of the Website, enable the Client to receive information which the Client have requested to be sent to the Client by post or for the Client to receive specified services.

23.10 The Hosting Company may use cookies and page tagging to help to improve the Hosting Company's Website. The Hosting Company use the cookies to store and track information about the Client. This will assist the Hosting Company in measuring the effectiveness of banner advertising and provide more accurate analysis of Website activity. A cookie is a small amount of data that is sent to the Client's browser from a web server and stored on the Client's computer. It collects information about how the Client browse the Website and is used to measure the required updating to improve the Client's experience. The Hosting Company always display a message on the Client's screen prior to storing a cookie on the Client's computer.

23.11 The Hosting Company are taking and will endeavour to continue taking all reasonable steps in order to protect the Client's personal information and data. However, the Hosting Company cannot guarantee the security of any personal information or data the Client disclose online, having regard to the nature of the internet. The Hosting Company may use encryption technology from time to time to assist in protecting any information or data which the Client submit. In any event, the Client accept the inherent security implications of disclosing information over the internet and agree not to hold the Hosting Company responsible for any breach of security unless the Hosting Company have been negligent or wilfully in default of the Hosting Company's obligations under the relevant legislation.

23.12 The Hosting Company store the Client's data on the Hosting Company's secure services in Malaysia but the Hosting Company may store it outside Malaysia where the Hosting Company's employees, agents or partners need to view it.

23.13 The Hosting Company cannot completely guarantee the security of the Client's data transmitted over the internet, but the Hosting Company have relevant security procedures to safeguard the Client's data.

23.14 At any time, if the Client are concerned that the information the Hosting Company hold about the Client is incorrect, please do not hesitate to contact the Hosting Company to correct such information.

23.15 The Hosting Company reserve the right to change this Privacy Policy and Data Protection Statement at any time by posting revisions on the Hosting Company's Website.


24. No Confidentiality

24.1 Without prejudice to the Privacy Policy and Data Protection Statement, the Service User acknowledge and agree that the Hosting Company does not guarantee any confidentiality with respect to any Submitted Content by users and/or the Client, including without limitation, the Service User 's Profile or information conveyed, posted or shared by the Client, that is hosted and / or published on the Website.


25. Modifications to Terms and Conditions or Privacy Policy

25.1 The Hosting Company reserves the right, in its sole discretion, to change, modify or otherwise amend the Terms and Conditions and any other documents incorporated by reference at any time. It is the Client's responsibility to review the Terms and Conditions for any changes. The Client's use of the Website following any amendment of the Terms and Conditions will signify the Client's assent to and acceptance of any revised Terms and Conditions. If the Client do not agree to abide by these or any future Terms and Conditions, please do not use or access the Website.


26. Force Majeure

26.1 “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where the Hosting Company ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

26.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.

26.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.


27. Conflict

27.1 In the event of ambiguity or conflict between the provisions of this Agreement, the schedules of the Agreement made between the Client and the relevant Personnel shall prevail.


28. General

28.1 None of the rights or obligations of the Recipient under this Agreement may be assigned or transferred nor shall any such rights be mortgaged, charged, sub-contracted, subject to a declared or undeclared trust or otherwise dealt with in any other manner.

28.2 This Agreement is binding on and shall apply for the benefit of the parties’ personal representatives, successors in title and permitted assignees.

28.3 This Agreement constitutes the entire agreement between the parties relating to its subject matter, and supersedes all previous agreements between the parties relating to that subject matter.

28.4 Any variation or waiver of any of the terms of this Agreement shall not be binding unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.

28.5 If any provision of this Agreement, or any part of a provision of this Agreement, is found to be illegal, invalid or unenforceable the remaining provisions, or the remainder of the provision concerned, shall continue in effect.

28.6 A failure or delay in enforcing compliance with any term of this Agreement shall not be a waiver of that or any other term of this Agreement.

28.7 The Recipient shall execute such further documents and perform and do such further acts and things as the Discloser may reasonably request in writing in order to carry the provisions of this Agreement into full effect.

28.8 The parties to this Agreement acknowledge that this Agreement was negotiated and executed and that such negotiations and execution of this Agreement were not affected by fraud, undue influence, coercion or duress or an unequal bargaining power.

28.9 All notices which are given in connection with this Agreement shall be in writing and shall be sent to the address set out on the first page of this Agreement or to such other address as the addressee may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or by first class posted letter or facsimile transmission and shall be deemed to have been served if by personal delivery when delivered if by posted 5 days after posting and if by facsimile transmission when despatched subject to the production by the sender’s facsimile machine of a successful transmission report.

28.10 A person who is not a party to this Terms and Conditions has no rights under the Contracts Act 1950 to enforce any term of this Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

28.11 The rights and remedies provided for in this Agreement are cumulative with and not exclusive of any rights or remedies otherwise provided by law or in equity.

28.12 Neither this Agreement nor any future negotiations shall commit either party to proceed with any further transaction which is subject to a formal written agreement being agreed and signed by the parties.


29. Law and Jurisdiction

29.1 This Agreement shall be governed by the laws of Malaysia and the parties submit to the exclusive Jurisdictions of the relevant Courts of Malaysia.


*Please see Terms and Conditions for more detailed information

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