VXS Chakra Suria

Terms of Service

Last Updated 1st October 2024

1.0 Terms of Agreement

1.1 The Terms of Agreement, mutually agreed between VXS Chakra Suria Sdn Bhd (“Service Provider”) and the Client (hereinafter referred to as the “Parties”) shall commence upon the date signed and shall remain in force for a period of 12 months and shall automatically renew for successive 12 months terms unless terminated earlier in accordance with the provisions of this Agreement.

1.2 Upon signing this Quotation, all payments or purchases made shall be non-refundable, non-transferable, and non-cancellable, if customer cancels a signed quotation/Order, the Service provider shall have the right to charge 30% of the Quotation value or RM1000 whichever is higher, at its sole discretion.

In Consideration of the Client paying the Service Provider the relevant fees (as set out in the Quotation above) the Service Provider agrees to provide all or any one of the following services in accordance with the provisions of this Agreement, details as follows:

SPECIFIC TERMS AND CONDITIONS

2.0 Specific Terms and Conditions for ALL or ANY ONE of the Services Provided to the Client are as follows:

(A) WEB DEVELOPMENT / APPLICATION DEVELOPMENT /GRAPHIC AND VIDEO DESIGN SERVICES

Definition: Web application development services refer to the process of developing software applications that run on web browsers and these applications can be accessed through the internet and can be used on any device with a browser such as a desktop, laptop, tablet or smartphone

Definition of Man-Day: ‘Man-day’ is the amount of work one person can complete in a single eight-hour workday (that is, 9 am to 5pm, Monday to Friday, weekends and public holidays excluded). Calculation of “man-day” is not consecutive but cumulative and within the agreed timeline of the work schedule.

Service Provider shall develop / design the Project in accordance with the Client Requirements set out in the Quotation above (the “Project).
All services / works done will be executed based on project plan and within the timeline mutually agreed by both Parties, and upon payment being made by the Client.
All content, data, images and other information and all trademarks, trade names, logos and other branding of the Client (the “Customer Content”) required for the Project to be provided by the Client within 2 weeks after payment of deposit failing which the Service Provider, unless extension is granted, reserves the right to forfeit the deposit, close the project and the balance remaining becomes payable immediately.|
NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website.
The Client acknowledges that the Service Provider’s ability to complete the Project is dependent upon the full and timely co-operation of the Client and the Client undertakes to notify the Service Provider promptly in writing of any delays in delivering the Customer Content or specification input. Where the Client has notified the Service Provider of any delay, the Client will provide the Service Provider with a revised timetable for supplying such Customer Content or input which shall be agreed by the Service Provider.
The Service Provider will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Customer Content or Feedback where required by the Service Provider for the Project.
The Service Provider will return the Deposit to the Client, if the project does not go ahead on account of the Service Provider. If works have already commenced, and the contract is cancelled by the Client, the deposit will be returned minus costs for works completed.
If either party delays submission of materials required for completion of project will be charged RM150 per day unless mutually agreed otherwise.
If either party does not respond/communicate or is the source of the delay, then that party shall have the right to terminate the project/contract and forfeit/refund the deposit paid.
All developed works belong to the Service Provider until full payment is received(ALL works which includes website, application, graphics, video and /or anything developed by the Serviced Provider).

After the mockup design has been agreed and finalized by both parties, no further amendments or variations shall be allowed or if allowed, it shall be chargeable with new project timelines mutually agreed by both parties.
Upon completion of the Project, the Client shall make full payment of the fees to the Service Provider upon which the Service Provider shall make live or deploy the completed Project to the Client’s hosting server.
If the Client requires the completed Project to be loaded onto a third-party hosting service provided by the client, the Service Provider reserves the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured. (Refer to ‘B’ below – Terms & Conditions for HOSTING SERVICES)
Once the Service Provider has delivered the Project to the Client, the Client shall have a period of 14 working days (the “Acceptance Test Period”) to test the Project to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance of the Project may only be withheld by the Client if the Client can demonstrate that the Project does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm to the Service Provider that the Project is complete (the “Project Release”).
Acceptance of the Project shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the expiry of the Acceptance Test Period and the Client has not raised with the Service Provider any material differences between the Project and the Project Specification; or

(b) the Client uses any part of the Project other than for test purposes.

Upon receipt of the Project Release or deemed acceptance, the Service Provider shall have no further obligations to undertake any work in relation to the Project. The Client may however request that the Service Provider undertake further work relating directly or indirectly to the Project. If the Service Provider agrees to undertake such work, the Service Provider reserves the right to charge the Client for any additional work carried out at its commercial rate at that time

Intellectual Property Rights

14.1 The Client grants to the Service Provider a non-exclusive, revocable, royalty- free license to use and reproduce the Customer Content solely for the purpose of fulfilling its obligations under this Agreement. All images and contents given should not violate the Copyright Law.

14.2 Upon full payment, the Project design, software and coding produced by the Service Provider in respect of the Project (excluding any Customer Content) (the “Service Provider Materials”) will be licensed to the Client under the End-User-License-Agreement unless otherwise agreed within the signed Quotation.

14.3 The Client undertakes not to access, modify, alter all or part of the Service Provider Materials with a view to creating a separate Project or licensing the Project to a third party or diminish the design and function of the Project, without the prior written consent of the Service Provider.

14.4 Service Provider Materials are protected by copyright law under the Copyright Act 1987. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under Malaysian law.

14.5 The Service Provider can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and /or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, the Service Provider undertakes to transfer all registration details for the Project, including but not limited to technical and administrative details, to the Client if requested.

Publicity

15.1 Upon acceptance of the Project by the Client, the Client shall procure and maintain a hyperlink from the Project homepage to the Service Provider’s homepage in the form, “Developed by Chakra Suria” or similar.

15.2 Service Provider shall be permitted to refer to their working relationship and /or discuss the Project in any press or publicity, without obtaining the approval of the Client to the content of the disclosure unless otherwise agreed in the Quotation above.

(B) HOSTING SERVICES (Shared/Dedicated Server)

Definition: Hosting Service is the provision of infrastructure and technologies that allows storage of websites, applications or data on remote servers, thereby enabling access to websites or online platforms from anywhere in the world through the internet.

The Service Provider shall deliver hosting services as per the Quotation above, which may include, but not limited to the following:
Website Hosting
Domain Registration and Management
Data Storage and Backup
Email Hosting
Security Features [e.g. firewalls, SSL (Secure Sockets Layer) Certificates]
Technical Support
Any additional services requested by the Client
The Client shall ensure that all files/contents uploaded, stored, or transmitted via the Service Provider’s Hosting Services comply with the Copyright Act 1987, does not violate third-party intellectual property rights, and does not contain viruses, malware, or other harmful software.
The Client shall ensure accurate and complete account information is provided when registering and maintaining the domain account. All customer data shall be backed up solely by the client unless a separate back up plan is quoted as part of the package, for an additional fee. The Service Provider shall only provide the platform for the Client’s website hosting.
The Client shall use the Hosting Services in accordance with applicable laws and regulations, which include not being used for illegal activities or any activities contradicting the Multimedia Act 2022 and /or any other relevant laws of the country, such as:

4.1 using the hosting services to send unsolicited mails (spam) or engage in email marketing without consent,

4.2 hosting or distributing malicious software, viruses or content that could harm other users,

4.3 engaging in activities that impair or disrupt the operation of the Service Provider’s infrastructure, including denial-of-service attacks or other malicious actions,

4.4 using the services for illegal activities, including fraud, harassment or violating third-party rights

Upon expiry of the hosting period or upon termination of hosting services due to non-payment or due to any other unforeseen circumstances, the service provider is not obligated to back up or to store any of client’s data, all data will be destroyed within 30 days of termination, unless the Client has arranged for data retrieval, in which case technical service charges may be applicable.
Upon completion of the Project, the Client shall make full payment of the fees to the Service Provider upon which the Service Provider shall make live or deploy the completed Project to the Client’s hosting server.
If the Client requires the completed Project to be loaded onto a third-party hosting service provided by the client, the Service Provider reserves the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured.
If the client request for the hosting credentials, the service provider shall not be held responsible for any service disruption caused by the following:
a) Misconfiguration caused by the client
b) Unauthorized access to the hosting
c) Any security breaches caused by the client
Domain and hosting termination/non-renewal must be informed to accounts@chakrasuria.com within minimum 60 days before expiry. Failing which, the hosting service will be automatically renewed for 12 months and the Service Provider will proceed to present the invoice. Under such circumstances, the termination notice will only take effect after 12 months,
If Client only pays after domain expiry, a domain redemption charge will apply as changed by the respective domain registrar.
The Service Provider shall ensure backup of customer data at regular intervals. The Client however shall be responsible to maintain their own backup. In the event of any data loss, corruption or compromise, the Service Provider shall not be held responsible.
For restoration of data from backups due to customer deleting files from websites or emails, there will be a one-off charge of RM200.00
The Client shall indemnify and keep the Service Provider fully indemnified against any and all third-party claims of infringement of intellectual property rights affecting the Hosting Services.
The Service Provider shall endeavor maximum uptime, with a target uptime of 99.9% per month, and ensure best efforts are adopted to minimize service interruptions. However, the Service Provider does not guarantee uninterrupted service, and the Service Provider shall not be held responsible for any losses/damages incurred arising from any downtime within the Service Level Agreement. Notwithstanding, the maximum liability under this Agreement shall in no event exceed the amount paid to the Service Provider for the hosting services in the current active year only.
Notwithstanding the Service Provider’s implementation of security measures to protect customer data and unauthorize access, the Client acknowledges that no system is completely secure and that there is no guarantee of full protection from data breaches or cyberattacks.

Definition: Web design maintenance services refer to ongoing activities and support that keep a website functioning smoothly and up-to-date. These services ensure that a website remains accessible 24/7, secure with 99% uptime. The terms for website maintenance services can vary depending on the Maintenance Category that is signed up for by the client.

The Service Provider shall provide web design maintenance services as per the Quotation above, which may include but not limited to the following:
Regular Updates and backup of the website
Software, CMS and plugin updates
Content updates (text, images etc)
Security monitoring and vulnerability patches
Performance monitoring (speed, uptime)
Fixing broken links or errors
Troubleshooting and bug fixes
Technical support

Content Updates: The Client shall provide all content, materials and assets necessary for the web design and maintenance, which includes text, images, videos, logos and any other proprietary materials.The Service Requests shall be made to the Service Provider via an email to support@chakrasuria.com

The Client shall ensure that appropriate licenses are obtained for the rights to use any content or materials submitted for the website updates.
Fair Use Policy: All updates received outside of working hours or on the eve of public holidays and eve of weekends shall be logged in on the next working day. (Working hours: 9am to 5pm, Monday to Friday)
The Service provider shall not provide any proof reading, rewriting or amendments to the content provided by the client. Whatever content the Client provides, the Service Provider will update accordingly, as is where is basis.
The Client shall refer to https://chakrasuria.my/website-maintenance-malaysia/ for details of the website maintenance which entails the various maintenance packages based on the category that the Client has signed up for.
The Client shall refer to https://www.chakrasuria.my/sla for the Service Level Agreement for the website maintenance.
The Client shall ensure prompt response to the Service Provider’s request for information, feedback or approvals required to complete the website maintenance work, otherwise any delay in the Client’s communication or approval may affect the timeliness and delivery dates.
The Service Provider shall make commercially reasonable efforts to ensure the website functions as described but there shall be no guarantees made regarding specific search engine rankings, website traffic or sales performance.
Client may terminate the agreement at any time by giving minimum 2 months notice but subject to a cancellation fee of 2 months pro-rated maintenance fee. IF Client fails to alert the Service Provider 2 months in advance of the cancellation, the maintenance contract will be automatically renewed and cancellation notice will only take effect after 12 months.

D) DIGITAL MARKETING SERVICES

Definition: Digital marketing services refer to strategies, tools and techniques used to promote products, services or brands using digital channels. Digital marketing encompasses a variety of online activities to help businesses connect with potential customers across different digital platforms

The Service Provider shall offer the following services for a fee as per the Quotation above, which may include but not limited to the following:

1(i) Search Engine Optimization (“SEO”)

1(ii) Content Creation

1(iii) Email Marketing

1(iv) Social Media Management

1(v) Pay-Per-Click Advertising (“PPC”)

1(vi) Analytics and Reporting

The Client shall ensure that:

2(i) all necessary data or information are provided accurately and according to agreed timelines failing which the Service Provider shall have the right to terminate the Agreement and forfeit/refund the deposit paid.

2(ii) any reviews and approval of content and execution strategies are completed within the agreed timelines failing which, the campaign will be automatically put on hold and the Service Provider sha not be held responsible for any losses incurred.

2(iii) Compliance with the copyright and intellectual property laws when providing materials to the Service Provider

2(iv) Client grants to the Service Provider a non-exclusive, revocable, royalty-free license to use and reproduce the Customer Content solely for the purpose of performing its obligations under this Agreement. All images and contents given should not violate the Copyright Law.

All deliverables such as ownership of the proprietary tools, strategies or templates shall remain the

property of the Service Provider until full payment is received.

Upon full payment, the Project design, software and coding produced by the Service Provider in respect of the Project (excluding any Customer Content) (the “Service Provider Materials”) will be licensed to the Client under the End-User-License-Agreement unless otherwise agreed within the signed Quotation.
The Client undertakes not to access, modify, alter all or part of the Service Provider Materials with a view to creating a separate Project or licensing the Project to a third party or diminish the design and function of the Project, without the prior written consent of the Service Provider.
Service Provider Materials are protected by copyright law under the Copyright Act 1987. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under Malaysian law.
The Service Provider can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, the Service Provider undertakes to transfer all registration details for the Project, including but not limited to technical and administrative details, to the Client if requested.
Performance Disclaimer

8.1 The Client acknowledges that the marketing results would depend on various factors that are

beyond the control of the Service Provider, such as Search Engine Algorithm Changes, Market

Conditions, Competitor Actions.

8.2 The Service Provider shall have no liability for any loss or damage caused arising from the above

as whilst the Service Provider will use best practices in providing the services stated in the

Quotation. The Service Provider offers no guarantee to deliver specific results as to the outcome

of Client’s digital marketing campaigns.

GENERAL TERMS AND CONDITIONS

3.0 Fees

3.1 Fees shall be based on prices stated on the Quotation hereto (“Fees”) with two (2) months refundable deposit shall be payable by Client upon signing of the Agreement and shall not be used to offset against any outstanding invoice(s) and shall be refunded when all clauses of this Agreement are satisfied. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. The Client shall pay any such taxes unless a valid exemption certificate is furnished to the Service Provider.

3.2 Any advice, solutions and/or work requested which are not listed in this quotation shall be charged separately.

3.3 Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall by payable by the Client following the Terms of Payment in the above Quotation.

4.0 Payment Terms

4.1 The Client will pay the fees set out in the Quotation (the “Fees”) to the Service Provider.

4.2 Without prejudice to the Service Provider’s any other right or remedy, if the Client fails to pay the Fees on the due date, the Service Provider reserves the right to:

(a) impose an additional late fees / payment charges of 2% per month on the outstanding amount in the event Client fails to make full payment as stipulated in Payment Schedule in accordance to the Late Payment of Commercial Debts (Interest) Act 1998;

(b) suspend the performance of the Services without liability to both parties until such payment is made in full. Any suspension of services stated in this Agreement shall not relieve the Client of its obligation to pay the monthly maintenance charges payable to the Service Provider under this Agreement, where applicable.

(d) terminate this Agreement immediately upon notice.

4.3 Until payment of the quotation price is paid in full, any advice, solutions and /or work provided by the Service Provider whether pursuant to this quotation or otherwise shall remain the property of the Service Provider (regardless of any right or claim of the Customer).

4.4 All Fees payable will be charged SST as per Kastam guidelines, unless the Client provides written evidence of SST exemption. The Client shall be responsible for any applicable tax that is required under the applicable law.

4.5 The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim,

discount, abatement or otherwise.

4.6 All invoices are sent via email to the Client’s specified email address, maintained in the Service Provider’s

records. Any changes to the invoicing address should be duly notified to the Service Provider, otherwise any

invoice sent will be deemed accepted by the Client if there is no dispute received on or before 7 days from

the date of the invoice

5.0 Exclusions and Limitations

5.1 Excluded Services: Defines what is not included in the agreement, such as major redesigns, new feature development, or non-technical support.

5.2 Custom Development: Any custom development outside the scope of regular maintenance (e.g., new plugins, integrations, or custom coding) may be charged separately.

6.0 Ownership and Rights

6.1 Content Ownership: Specifies that the client retains ownership of all content, images, and intellectual property on the website.

6.2 Code Ownership: Defines who owns the website’s codebase, which can be important in case of disputes or future changes to the site.

6.3 Access Rights: Clarifies who has access to the website’s backend, admin panel, and hosting accounts.

7.0 Technical Support and Consultation

7.1 Training: Where requested, some services may include periodic training sessions to help the client manage basic content updates or features on their own. However, it is important to note that the Service Provider is not responsible if the Client experiences any downtime or errors or broken links that occurs during Client’s self-maintenance of the website.

7.2 Consultation: Providing strategic guidance on site improvements, new features, or industry trends that may the website.

8.0 Website Redesign or Upgrades

Major Changes: If the client needs a significant change or new features (such as e-commerce integration,mobile optimization, etc.), these will be subject to additional fees and project-specific agreements.
Design and Development: Maintenance contracts generally exclude full redesigns, though many agencies offer them as separate services with clear terms.

Special Conditions

The Service Provider shall not make any binding decisions without joint approval of both the Client and the Service Provider. If at any time the Service Provider is forced to act under duress from the Client, then the Service Provider and the Client shall not be held responsible for any negative outcome of that action. The Service Provider is not authorized to sign any external documents. The Client’s authorized Representative will need to sign after being vetted or advised by the Service Provider.
At All times the contents of the contract and fees charged shall not be disclosed to any other persons other than

the signatories related to this Agreement and Finance Departments of both parties. All Invoices for this service shall be sent to the billing contact described in Schedule A and shall be deemed accepted if not disputed within 7 days from the invoice date.

Outstation requirements shall be charged accordingly, if applicable.

10.0 Data Privacy and Compliance

10.1 The Client shall provide assurance and warrants that:

10.1.1 The Personal Data of data subjects was collected and will be collected, processed, stored, and transferred to the Processor in line with the provisions of the Personal Data Protection Act 2010 (“PDPA”).

10.1.2 The Client shall apply the correct basis for the collection and processing of the personal data of the data subjects.

10.1.3 The Client has complied and will continue to comply with the provisions of the PDPA in the discharge of its obligations under the PDPA.

10.2 The Service Provider shall ensure full compliance with the PDPA and other Data Protection Laws in processing the Personal Data disclosed by the Client or collected on behalf of the Client.

10.3 The Service Provider shall ensure that Personal Data is only processed and stored as necessary for the purpose(s) specified in the Principal Agreement and under Applicable Laws.

11.0 Confidentiality

11.1 For purposes of this Agreement, “Confidential Information” shall include all information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether in written, oral, electronic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business strategies, financial information, customer lists, marketing plans, product designs, technical data, and any other proprietary information.

11.2 Obligations of the Receiving Party

The Receiving Party agrees to:-

11.2.1 Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party;

11.2.2 Use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement;

11.2.3 Confidential Information, which measures shall be no less stringent than those the Receiving Party uses to protect its own confidential information

11.3 Exclusions from Confidential Information

Confidential Information does not include information that:-

11.3.1 Is or becomes publicly available without breach of this Agreement by the Receiving Party;

11.3.2 Is received from a third party without a breach of any obligation of confidentiality;

11.3.3 Is independently developed by the Receiving Party without reference to the Confidential Information;

11.3.4 Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party in seeking an appropriate protective order or other remedy.

11.4 Term

The obligations of confidentiality shall remain in effect for a period of [number] years from the date of disclosure of the Confidential Information, or until such Confidential Information ceases to be confidential under the terms of this Agreement, whichever occurs first.

11.5 Return of Confidential Information

Upon termination of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, or other derivations thereof.

11.6 No License

Nothing in this clause shall be construed as granting any rights to the Receiving Party in or to the Confidential Information, except as expressly set forth herein.

11.7 Remedies

The parties acknowledge that any breach of this confidentiality clause may result in irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and therefore the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

11.8 Fair Use Policy

11.8.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years thereafter disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority. Neither Party shall use the other Party’s confidential information for any purpose other than to fulfil its obligations under this Agreement.

11.8.2 The Service Provider and its agents shall not use or disclose the Client information, Processes, Workflow and any other materials except those available publicly. This clause shall continue to be in effect upon termination. Upon termination of the agreement, all confidential information must be destroyed or returned to the Client by the Service Provider

11.8.3 Shall not without mutual consent of both parties, communicate or disclose any part of such Confidential Information to any person except only to those employees, agents, subcontractors, and other suppliers on a need-to-know basis who are directly involved with this Agreement and the supply and delivery of the Deliverables.

11.8.4 The recipient’s auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient;

11.8.5 To ensure that all persons and bodies involved in this Agreement are made aware of, prior to disclosure of the confidential nature of the Confidential Information and that they owe a duty of confidence to the disclosing Party and to use all reasonable endeavors to ensure that such persons and bodies comply with the provision of this Clause and not to use or circulates such Confidential Information within its own organization except to the extent necessary for the purposes of this Agreement;

11.8.6 The Client’s use of services / products is subject to reasonable use of limits. If the Service Provider determines that the Client’s usage is excessive or abusive, the Service Provider reserves the right to limit, suspend or terminate access to the services / products. Any violation of the Fair Use Policy may result in immediate suspension or termination of services / products, with no liability to the Service Provider. The Service Provider reserves the right to pursue legal remedies for any unauthorized or unfair use. Any disputes arising from or related to the Fair Use Policy shall be resolved through arbitration or mediation, failing which shall be pursued in the Courts of Law.

12.0 Indemnification and Limitation of Liability

In no event shall the Service Provider be held liable for any indirect, special, incidental, or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs. However, the Service Provider shall ensure his best endeavor to always protect the Client’s property(ies) from any risk or exposure.

Nothing in this Agreement shall exclude or restrict the liability of either party to the other party for death or personal injury resulting from negligence or losses arising from fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law. The Client shall indemnify and keep the Service Provider fully indemnified against any and all third-party claims of infringement of intellectual property rights affecting the Client’s documents, data etc. Notwithstanding and for all intents and purposes, the total aggregate liability of the Service Provider’s shall in no event exceed the value of the quotation.

12.1 Notwithstanding the above, the Service Provider shall have no liability for any loss or damage caused to the Client due to:

a) any network failure and/or inability on the part of the Client to access the Project due to a problem with the Internet and/or any telecommunications network;

(b) any viruses, worms, Trojan horses or other similar devices;

12.2 Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, including but not limited to loss of profits, loss of data, or any other economic loss, whether in an action in contract, tort (including but not limited to negligence), or otherwise, even if such party has been advised of the possibility of such damages.

12.3 Cap on Liability

In no event shall either party’s total liability arising out of or related to this Agreement exceed the total amount paid by the Client to the Service Provider after deducting a pro-rated amount for the work that has already been rendered to the Client.

12.4 Indemnification

12.3.1 Each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damage, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

(i) breach of this Agreement by the indemnifying party;

(ii) negligence or willful misconduct of the indemnifying party or its employees or agents;

(iii) Any claims by third parties arising from the services provided under this Agreement.

13.0 Termination

13.1 Either party may terminate the Agreement by giving 30/60 days (where applicable) written notice period with reasonable ground agreed by both parties provided there is no outstanding payment due, and the Service Provider has completed the service rendered as agreed upon as per the Quotation.

13.2 Notwithstanding clause 13.1 above, either Party may terminate the Agreement in the event the other Party:

13.2.1 commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach), violation of laws;

13.2.2 Fails to fulfill in any material respect its obligations under this Agreement and does not cure the failure within Seven (7) days of receipt of written notice from the Client to cure such failure;

13.2.2 fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within 7 days of receipt of written notice of such breach;

13.2.3 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

13.2.4 makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;

13.2.5 being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);

13.2.6 has a receiver appointed to administer any of its property or assets;

13.2.7 ceases or threatens to cease to carry on business; or

13.2.8 has failed to meet expectations. In this case the client will pay the Service Provider for all work completed at the hourly rate of the Service Provider. The Service Provider will then pass all material developed under the project to the client, where applicable.

13.3

13.4 Two (2) weeks prior to the end of the notice period, the Service Provider is to hand over the balance of the tasks including all documentation and minutes to the successor and or designated personnel.

13.5 Upon termination of the Agreement, the Client undertakes to return promptly any test examples of the Project and any document, manuals or other printed materials which have been delivered to the Client by the Service Provider and to return or destroy any copies thereof (as requested by the Service Provider), where applicable.

13.6 Any termination of the Agreement shall be without prejudice to any rights accrued in favor of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.

14.0 Exclusivity

The Client agrees that the details of the work requested stated in the Quotation shall be exclusively managed by the Service Provider and shall ensure no other 3rd party vendor is allowed to access or work on these items without the written consent of the Service Provider. It is understood that any other services requested by the Client that fall outside of the terms of this Agreement shall be considered Additional Services and shall be quoted and billed as separate, individual services.

Work and Performance Standards
The Service Provider shall perform all the services as stated in the Quotation to their best of abilities (the

“Work”) and the Client agrees to provide their cooperation at all times to ensure both parties can perform under this Agreement. All work product created and/or developed exclusively for the Client in connection with this Agreement shall belong to the Client as long as there are no outstanding fees/payments due from the Client. Sharing of any work product externally with 3rd parties can only be permitted with written permission from the Service Provider.

15.2 The client acknowledges that the Service Provider’s ability to complete the project is dependent upon the full

and timely co-operation of the client and the Client undertakes to notify the Service Provider promptly in writing

of any delays in delivering the requested documents, data and information. Where the Client has notified the

Provider of any delay, the Client will provide the Service Provider with a revised timetable for supplying

document, data or information which must be agreed by the Service Provider.

The Service Provider shall not be responsible for any delays, missed milestones and /or additional expenses

incurred due to the late delivery or non-delivery of the requested documents, data and information.

16.0 Non-Solicitation of Employees

Both parties agree that during the tenure of this Agreement and within 24 months after termination of this Agreement, either party, without the written consent from the other, shall not directly or indirectly and /or through third parties attempt to induce or seek to induce or solicit the other party’s employees, whether or not such employee would thereby commit a breach of his contract of service. The Service Provider and its employees shall not have any engagement with the Client or its officers after this Agreement is terminated without the written consent of the Service Provider.

17.0 Warranties

17.1 Each party warrants that it has full power and authority to enter into and perform this Agreement.

17.2 The Service Provider warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of the Service Provider Materials will not infringe any third party intellectual property rights.

17.3 The Client warrants that it, or its licensors, is the owner of any intellectual property rights in the Customer Content and that the Client has authority to use the Customer Content in relation to the Project and that the Service Provider’s use of the Customer Content in accordance with this Agreement will not infringe any third party intellectual property rights.

17.4 The Client confirms that to the best of their knowledge and belief that the Customer Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and do not breach any applicable law or regulation.

17.5 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.

18.0 Assignment

Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

19.0 Miscellaneous

This Agreement shall be governed by Malaysian Law. It constitutes the entire Agreement between Client and Service Provider for services listed in the Quotation. Both parties in this Agreement shall conduct all affairs professionally, legally and ethically. This Agreement can be assigned to a new entity with the agreement of both parties.

The Service Provider shall not be held responsible whatsoever for:

Any unlawful usage of the advice, solutions and/or work provided to the Client;
Any financial or material losses incurred by the Client in using / not using the advice, solutions and /or work provided by the Service Provider, should common industry practices has been followed;
Any decision made by the Client in using the advice, solutions and /or work provided by the Service Provider.

20.0 Joint Venture or Partnership

Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.

21.0 Force Majeure

Neither party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons, that party shall give written notice to the other of the inability which sets out full details of the reason in question. The operation of this Agreement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist, the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of more than [90] days and substantially affects the commercial intention of this Agreement, the party not claiming relief under this clause 12 shall have the right to terminate this Agreement upon giving 30 days’ written notice of such termination to the other party.

22.0 Notices

All Notices and all other communications related to the services provided under this Agreement shall be sent via email and will be deemed to have been received upon acknowledged receipt by the other party.

23.0 Amendments to the terms of this contract

Any amendments to the terms and conditions stated herein shall be mutually agreed, in writing.

24.0 General

24.1 Failure or delay by either Party to enforce any right or remedy under the Agreement shall not to be taken as or deemed to be a waiver of that right or remedy, unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

24.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.

24.3 No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.

24.4 This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.

24.5 A person who is not a party to this Agreement has no rights to enforce, or to enjoy the benefit of, any provision of this Agreement.

25.0 Dispute Resolution / Jurisdiction

The parties will attempt to resolve any dispute / claim arising out of or relating to the Quotation and /or this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR} procedure

25.1 Any controversies or disputes arising out of or relating to this Agreement will be submitted to Arbitration in accordance with any statutory rules of Arbitration in Malaysia.

25.2 If mediation does not successfully resolve the dispute or is unavailable, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them under the Laws of Malaysia.