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App Terms of Business  
(Mobile App)

Important – Please read these Terms of Business (“Terms”) carefully.

By using our Platform (as defined in Clause 1.2), you agree to these Terms which will legally bind you. If you do not agree with these Terms, please do not continue using this Platform.

Effective Date: 22 May 2024

1.   Introduction

1.1.           These Terms is a binding agreement between you and MISHU (hereinafter referred to as “MISHU”, “we”, “us” or “our”, as the case may be). MISHU is wholly owned and operated by MISHU Sdn. Bhd. (Registration No. 202001002122 (1358441-X)).

1.2.           These Terms govern and regulate our performance and provision of the Services (as defined in Clause 2) to you through our mobile application under the name of ‘MISHU’ (including the document portal which we provide as part of the Services) and other online platforms owned, managed and/ or operated by us (collectively, “Platform”). 

1.3.        Please read carefully and understand these Terms before using or continuing to use our Services or placing an Order (as defined in Clause 5), as they contain important information regarding your legal rights and remedies. These Terms should be read in conjunction with our Privacy Policy and Terms of Use. If you require further clarifications on these Terms, or any services or products we provide, please use the chat feature available on the Platform to seek clarification from us or alternatively, please contact a professional lawyer who will be able to advise you on the Terms, before placing any Order, filling any forms and/ or sending us any information. 

1.4.        We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/ or update these Terms, and any policies or agreements which are incorporated herein at any time as we deem fit and with reasonable notice to you (for example, by posting an update on the Platform, or by emailing the updated Terms to you). Such modifications, variations, amendments, changes and/ or updates to these Terms shall be effective upon the posting of an updated version on the Platform. You agree that it shall be your responsibility to review these Terms regularly to ensure your understanding of these Terms is current and you understand the terms and conditions that apply to your access to, and use of, the Services. 

1.5.           Your non-termination or continued access to our Platform and/ or use of the Services (including, for the avoidance of doubt, the continued provision of a User Account (as defined in Clause 4.1) to you by MISHU) after the effective date of any modifications, variations, amendments, changes and/ or updates constitute your acceptance of, and agreement to be bound by, the revised and updated Terms. 

1.6.         If you do not agree to these Terms or with any subsequent modifications, variations, amendments, changes and/ or updates, you may terminate these Terms in accordance with Clause 17.4 of these Terms. If you have any question regarding these Terms, please consult a professional lawyer.

 2.   Our Services

2.1.           Our services include but are not limited to the following (“Services”):

2.1.1.      incorporation of a new company;

2.1.2.      provision of company secretarial services including but not limited to record and lodge any changes in key company details requiring notification of CCM, handling company meetings, maintaining share registration and safe custody of documents and coordinating with shareholders;

2.1.3.      preparing and drafting of standard shareholders’ agreement and constitution in respect of a company;

2.1.4.      provision of business address subscription services; and

2.1.5.      provision of other business supports services as may be determined by us from time to time.

2.2.       For the avoidance of doubt, the Services do not include any services offered by the third-party service providers or strategic partners listed on our Platform. Any services other than the Services offered through the Platform will be governed by separate terms of business. You acknowledge and agree that MISHU is not responsible for the content, privacy policies, terms of use or terms of business of such third-party service providers or strategic partners listed on the Platform. By using the Platform, you expressly relieve MISHU from any and all liability arising from your access to and use of any third-party platform or services provided by third-party service providers or strategic partners. We encourage you to review the terms and conditions, privacy policies, terms of use and terms of business of any third-party platform or third-party service providers or strategic partners before using the third-party services and disclosing your personal data to them.

2.3.         Without limiting the generality of the foregoing, the Services are not available to individuals under the age of eighteen (18) or to those who are prohibited under the laws of Malaysia from entering into a contractual relationship with us for any reason whatsoever.

2.4.           You acknowledge that any advice or information obtained from the Services are not intended to be used as a legal advice, or as a substitute for your own legal advice. You are required to seek independent professional advice before incorporating or registering a company/LLP through us. If you have not taken such advice, we would advise you to not placing any Order with us until you have done so.

3.  Representations and Warranties

3.1.            By submitting an Order to us, you expressly represent and warrant that (a) you are legally entitled to accept and agree to these Terms; (b) you are at least eighteen (18) years old; (c) you are entitled to or duly authorised to submit the Order; (d) you intend to enter into a legally binding contract with us if we accept your Order; (e) you are legally capable of entering into a binding contract with us; (f) all information supplied by you on the Platform is accurate, current and complete; and (g) you shall be solely responsible for your access to and/ or use of the Platform. We reserve the right to disable any User Account at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.

4.    Registration of User Account

4.1.           To facilitate your access to and use of the Services and the Platform, you are required to create an account (“User Account”) with us.

4.2.           By creating a User Account, you acknowledge and agree that:

4.2.1.      you have read and understood these Terms;

4.2.2.      you are of legal age and have full power and authority to enter into a binding agreement with us;

4.2.3.      all information supplied by you on the Platform is accurate, current and complete; and

4.2.4.      you willingly accept these Terms and are legally bound by these Terms. 

4.3.    Your user ID and password for the User Account (“Login Details”) are strictly confidential. You agree to take all necessary steps to maintain the confidentiality and security of the Login Details at all times, safeguarding them from third parties.

4.4.          In the event that there are any changes to the information provided by you during registration of the User Account, you agree and undertake to promptly update the relevant information.

5.  Placing of an Order

5.1.          When you request for any Service or place an order for any product using the online facilities or tools provided on the Platform (“Order”), you are making an offer to acquire or purchase the requested Service or product in accordance with these Terms.

5.2.         After placing an Order, you will receive an email from us confirming the receipt of your Order and indicating that we are in the process of reviewing and processing it.

5.3.           Your Order is subject to the acceptance by us, at our sole and absolute discretion. We will confirm the acceptance of your Order by sending you an email to that effect. We reserve the right to decline or reject any such Order at our sole and absolute discretion, without being obligated to provide a reason.

5.4.       Upon our acceptance, each Order becomes a service contract which incorporates these Terms, establishing an independent and binding agreement between you and us.

6.  Your Obligations

6.1.          To enable MISHU to perform the Services, especially those involving submissions to third-party service providers such as the Companies Commission of Malaysia (‘CCM’) and other government departments for their approvals, you shall promptly provide us with all relevant information and documents related to the Services, upon our request. You hereby represent and warrant that all information and documents provided to us are complete, true, accurate and not misleading at all times.

6.2.           Upon our acceptance of your Order, you hereby grant us the full authority to act and/ or interact on behalf of you with third-party service providers which authority we may reasonably require to perform our Services, without further reference or notice to you.

6.3.         To facilitate our provision of Services, where necessary and upon our reasonable request, you shall register and maintain a user account with the relevant third-party service provider, which shall be under your own name. When necessary, you undertake to provide us an unrestricted access to and unconditional permission to use any user account that you maintain with a third-party service provider to enable us to perform the relevant Services for you or on behalf of you.

6.4.         In the event there are any changes to the information provided by you under Clause 6.1 and/ or the account details provided by you under Clause 6.3, you shall notify MISHU immediately.

6.5.         Neither these Terms nor your use and/ or access of the Platform creates any joint venture, agency, partnership or employment relationship between you and MISHU.

7.   Fees and Payment

7.1.        Any online payment made to us through the Platform will be processed by our secure third-party payment gateway provider. The payment gateway provider will store your banking, e-wallet or debit/credit card details securely, which are not accessible by us.

7.2.         We cannot guarantee the security of such payment(s) on the Platform through third-party payment gateway provider. MISHU shall not be held responsible for any acts or omissions of any third parties and disclaims any and all liabilities in connection with the acts, omissions or defaults of such third parties.

7.3.       The processing of payments or credit (if applicable) in connection with your use of the Platform is subject to the terms and conditions and the privacy policy of the payment gateway provider, as well as your financial institution, e-wallet or debit/credit card company. We are not responsible and shall not be liable for any errors made by the payment gateway provider. In connection with your use of the Services, we will receive certain transaction details that we will use exclusively in line with our Privacy Policy.

7.4.           We shall not be held liable for any loss or damage, including instances of theft or fraud, whether directly or indirectly, arising out of or resulting from:

7.4.1.      your failure or omission to protect your personal data from being viewed or acquired by others when you enter your payment details online;

7.4.2.      your failure to provide accurate information during the online payment process; and/ or

7.4.3.      any other circumstances or factors that are beyond our control, such as technical glitches, interruptions in communication networks and issues with third-party payment processors. 

7.5.         All fees for the Services as shown on our Platform are quoted in Malaysian Ringgit (MYR). For the avoidance of doubt, the fees are exclusive of sales and services tax or any other taxes that may be applicable/levied in connection with the Services (“Taxes”), government filing fees and stamp duties (if applicable). For government filing fees and stamp duties, we shall process all payments on your behalf upon our receipt of such payment.

7.6.          Any payment made by you will only be considered received by us when funds are confirmed as deposited in our bank account as cleared funds. However, we reserve the right to decline your Order for any reason whatsoever before providing any Services to you, regardless that the payment has been received by us. In such cases, we will refund any fees paid to us.

7.7.      You are responsible for the payment of all applicable Taxes and you shall promptly pay all our invoices, where applicable, in full without any set-off, counterclaim, withholding and/ or deduction for applicable Taxes and bank charges.

7.8.        We reserve the right to change, modify or update the fees on our Platform, as well as to change or withdraw any Service at any time. Such changes or modifications will be posted on the Platform and take effect immediately.

7.9.           Every effort is made to ensure that the fees shown on our Platform are correct. In the event of a significant error, any transaction will be voided by us and you would then be entitled to a full refund of such payment made.

7.10.        If you fail to make any payment due, you will be given a written notice and we reserve the right to suspend your User Account or deny your access to all or part of the Platform and suspend the performance of our Services in whole or in part.

7.11.        If the payment remains outstanding for more than one (1) calendar month after your receipt of the written notice, we reserve the right to terminate the Services with immediate effect and the outstanding sum shall be subject to a late payment interest of eighteen per centum (18%) per annum until the date where full payment of the outstanding sum together with interest is made to us.

8.               Automatic Renewal of Services

8.1.           To ensure continuity of Service and prevent Service disruption, most of our Services are automatically renewable. The applicable Service will automatically be renewed for a renewal period equivalent to the latest Service period, and any changes or modifications in the fees will only be made by us during the Service renewal.

8.2.    Prior to the renewal of the applicable Service, you will receive a written notice from us via email or other communication channels seeking your confirmation as to whether you would like to renew our Service, at fees to be decided by us at our sole discretion. If we do not receive any responses from you within fourteen (14) calendar days from the date of our notice, you shall be deemed to have agreed to the renewal and/ or accepted the revised fees so imposed by us. In such event, you agree that you shall promptly pay the fees imposed during the renewal period.

8.3.           If you have indicated that you do not wish to renew the applicable Service, the Service will not be renewed when it is up for renewal. Notwithstanding such non-renewal, you shall immediately pay any outstanding fee due and owing by you for any Service provided by us.

8.4.           If you have agreed to or are deemed to have agreed to the Service renewal, and you fail to pay the fees imposed for the renewal period prior to the expiry of the original Service term, we reserve the right to terminate the Service immediately upon expiry of the original Service term, without any notice to you. Upon termination of the Service, we shall have no obligation to provide the relevant Service to you. You acknowledge and agree that we shall not be liable to you or any third party for any acts or claims arising out of or in connection with such termination. Notwithstanding such termination, you shall immediately pay any outstanding fee due and owing by you for any Service provided by us.

8.5.         Further, we reserve the right to charge reasonable administrative or processing fees for any administrative work required to process the termination of our Services. You agree and undertake to pay the administrative or processing fees to us upon receiving an invoice issued by us.

9.   Processing and Delivery Time

9.1.     While we will perform the Services with reasonable care, skill and diligence, some of the Services involve submitting information and documents to government authorities for their processing and approval (“Application”), such as company incorporation services. All Applications are subject to the relevant government authorities’ policies and procedures as well as their operational systems (in the event of electronic submission), and potential delays that may arise due to system failures or other circumstances beyond our control. We shall not be held liable for any claims, losses or damages resulting from such delay in approving or completing your Application due to any reasons not directly caused by us.

9.2.           We do not accept any liability of whatever nature, if your Application is rejected by the relevant government authorities.

9.3.           Any documents related to the Application, such as copies of the certificate of incorporation, notice of registration and share certificate (if applicable), will be accessible for download in your document portal from the Platform, free from any charges. If you require additional documents not included in the package you subscribed for, or if you request documents to be sent by post/courier, additional fees for obtaining and delivering those documents will be imposed on you. If you request for such documents to be sent by post/courier, we cannot guarantee such documents will be delivered to you within a specified period as delivery timelines are subject to the policies and schedules of the delivery and courier companies and are not within our controls.

10.  Pre-Submission Review

10.1.    Where applicable, we will review any documents and/ or forms related to the Application (“Application Form”) prior to submission to the relevant government authorities. For the avoidance of doubt, our review does not include a review of documents uploaded by you to your document portal on the Platform. You undertake to review and approve the Application Form that we have assessed, and you acknowledge and agree that you are solely responsible for the accuracy and completeness of the information and documents submitted to us and all information provided by you in the Application Form.

11.  Service Specific Terms and Conditions

11.1.        Most of our Services are subject to a service specific terms and conditions (‘SSTCs’). In the event you engage us for the provision of such Services, you agree and undertake to enter into a SSTCs with us and/ or do any other things as may be reasonably required by us or under applicable laws.

12.  Cancellation and Refund

12.1.        In the event you purchase a company incorporation package with MISHU but change your mind before we submit your company details to the CCM, we will refund to you all the money paid to us (after deducting any fees paid to the CCM or other government authorities, if applicable), subject to you providing written notice to us within thirty (30) days from the date of payment of the fees to us.

12.2.        If your company incorporation application is rejected by the CCM and you choose to continue with the application process, you will not be entitled to a refund of any money paid to us for the company incorporation service. We will continue assisting you until your company is successfully incorporated.

12.3.        If, on the other hand, you decide not to proceed with the application following rejection by the CCM, we will refund fifty per cent (50%) of the professional fees for the company incorporation service.

12.4.       If your request for the company incorporation service has been rejected or declined by us due to your failure to pass or complete our Know Your Client (KYC) procedures, we will refund fifty per cent (50%) of the professional fees for the company incorporation service.

12.5.     In relation to the services other than the company incorporation, the cancellation methods and refund terms are governed by the respective SSTCs entered into between you and us.

12.6.        If you place an order for a product (such as company seals, share certificates, rubber stamps) or other miscellaneous services (such as the preparation of resolutions by our company secretary) and subsequently change your mind, we will refund to you all the money paid to us for the product or service, strictly subject to you providing us with written notice within one (1) business day from the date of your placing of order and provided that we have not started working on your order or engaged a third party for its fulfilment. No refunds will be given in any other circumstances not stated herein.

12.7.        All refund requests must be made in writing to [email protected] within the timeframe stated herein. Each refund request will be individually evaluated and is strictly subject to our approval at our sole discretion.

12.8.        Upon evaluation and approval, the refund terms outlined in Clause 12.1 to 12.6 above will generally be followed. However, we reserve the right to withhold refunds on a case-by-case basis as we deem fit.

12.9.        You hereby acknowledge and agree that MISHU’s decision for any refunds processed/withheld under these Terms shall be final and binding on you.

12.10.     Upon approval of your refund request by us, we will issue the refund within fourteen (14) business days from the date of approval.

12.11.     You acknowledge and agree that when the refund is issued to your payment method, our issuance of a refund receipt serves only as a confirmation that we have initiated the refund to the payment method chosen by you and communicated to us.

12.12.     We have no control over the timing of when the refund will be credited to your payment method. You further acknowledge and agree that the payment provider and/ or the issuing bank associated with your payment method determine and regulate the timeframes for processing the refund.

13.  Confidentiality

13.1.        In connection with the performance of the obligations under these Terms, either party may, from time to time, disclose or make available to the other party certain information that is not generally known to the public at the time of its disclosure and is either identified as, or should reasonably be understood by the receiving party to be proprietary or confidential to the disclosing party (“Confidential Information”).

13.2.        The receiving party of the Confidential Information agrees and undertakes that (i) it shall not disclose the Confidential Information to any third party, save and except to its affiliates, employees and professional advisors on a need-to-know basis only; and (ii) it shall not use the Confidential Information for any purpose whatsoever save as may be strictly necessary in connection with, or for the furtherance of these Terms.

13.3.        For the avoidance of doubt, the receiving party may disclose the Confidential Information of the disclosing party if it is legally required to do so under any applicable law to which it is subject, or by order of any court or government or regulatory body to whose supervisory authority the receiving party is subject.

13.4.        This confidentiality obligations contained in this Clause 13 shall survive the termination of these Terms.

14.  Intellectual Property

14.1.        For the purpose of this Clause 14, “Intellectual Property” means copyrights, patents, trademarks, trade names, industrial designs, logos, service marks, trade secrets, know-hows, and other intellectual property or propriety rights (whether registered or unregistered) in or related to MISHU, the Services, the Platform, and all applications and registrations for, extensions and renewals of such rights or any of them, in any part of the world.

14.2.        Subject to you complying with these Terms, MISHU grants to you a worldwide, non-exclusive, royalty-free, non-assignable, non-transferable and revocable license to use the Platform to gain access to the Services.

14.3.     You acknowledge and agree that you will not acquire any right in any and all of our Intellectual Property by virtue of you using the Platform and/ or subscribing to the Services. You undertake not to use or permit the use of any of our Intellectual Property except for the purposes contemplated by the Services provided to you or as permitted by us.

14.4.        Except for the content generated by you or other users of the Platform, information provided by you through the Platform and document uploaded by you to the document portal, any standard checklists, forms, templates, documentation, videos, articles, training and marketing materials developed or prepared by us shall remain our properties.

14.5.       Copyright © 2024 MISHU. All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third-party which may own the Marks. 

15.            Other Specific Restrictions

15.1.        You must not do or attempt to do anything that is unlawful, prohibited by any laws applicable to the Platform, which we would consider inappropriate, or which might bring us or the Platform into disrepute, including (without limitation):

15.1.1.       removing any proprietary notices from the Platform;

15.1.2.       engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Platform or data regarding other users, including users data, user ID, password and e-mail address, without our consent;

15.1.3.       tampering with or modifying the Platform, knowingly transmitting viruses, worms or other disabling features, or damaging or interfering with the Platform, including using trojan horses, viruses, timebombs, keystroke loggers, spyware or other similar feature or piracy or programming routines that may damage or interfere with the Platform;

15.1.4.       using the Platform in any way that interferes with any user’s access to the Platform;

15.1.5.       attempting to copy, reproduce, exploit or expropriate the Platform’s various proprietary directories, databases and listings;

15.1.6.    anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;

15.1.7.       using the Platform to defame, harass, threaten, menace or offend any person;

15.1.8.      using the Platform to send unsolicited, bulk or junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

15.1.9.       modifying, copying, adapting, reproducing, making derivative works of, dissecting, decompiling, disassembling, reverse compiling or reverse engineering any part of the Platform;

15.1.10.    uploading, emailing, posting, transmitting or otherwise making available any content on the Platform that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

15.1.11.    uploading, emailing, posting, transmitting or otherwise making available any content on the Platform that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

15.1.12.    otherwise deriving or determining or attempting to derive or determine the source code (or algorithms, structure or organisation) of any software underlying the Platform;

15.1.13.    interfering with, disrupting, or creating an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such servers or networks;

15.1.14.    attempting to gain unauthorised access to the restricted or unauthorised section of the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;

15.1.15.    forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Platform;

15.1.16.    accessing the unauthorised section of the Platform in order to build a similar or competitive application, product, or service;

15.1.17.    manipulating the fees of any Services;

15.1.18.    engaging in any activities that would otherwise create any liability for us or our affiliates;

15.1.19.    bypassing the internal workings (including security features) of the Platform (including changing the coding or interface of the Platform);

15.1.20.    “doxing” other users on the Platform, including revealing the personal information of other users (including names, email addresses, addresses and phone numbers);

15.1.21.    accessing the Platform, opening a User Account, or otherwise accessing your User Account using an emulator, simulator, bot or other similar hardware or software;  

15.1.22.    using software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform; and/ or

15.1.23.    instructing, authorising, facilitating or assisting a third party to do any of the above acts. 

15.2.        Certain areas of the Platform are restricted from being accessed by you and we may further restrict access by you to any other areas of the Platform, at any time and from time to time, at our sole discretion. You agree not to access (or attempt to access) the Platform by any means other than the interface that is provided by MISHU, unless you have been specifically allowed to do so, by way of a separate agreement with MISHU.

15.3.        You acknowledge that MISHU has no obligation to monitor your or anyone else’s access to the Platform or use of the Services for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving our Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of legal process, a court, administrative agency or other governmental body. 

16.  Updates and Upgrades to the Platform

16.1.        MISHU is constantly evolving to provide the best possible experience and services to its users. You acknowledge and agree that the Platform may be required to be updated from time to time. Therefore, MISHU reserves the right to suspend/ cancel, or discontinue any or all Services offered on the Platform at any time without notice, make modifications and alterations to any or all of its contents and Services contained on the Platform without any prior notice.

16.2.        The Platform, or the application store that makes available the Platform for download may include functionality to automatically check for updates or upgrades to the Platform. Unless your device, its settings, or computer software does not permit transmission or use of upgrades or updates, you agree that we, or the applicable application store, may provide notice to you of the availability of such upgrades or updates and automatically push for such upgrade or update to your device or computer from time-to-time. You may be required to install certain upgrades or updates to the Platform in order to continue to access or use the Platform, or portions thereof (including upgrades or updates designed to correct issues with the Platform).

16.3.        You acknowledge and agree that if MISHU disables your access to your User Account in the event you failed to update or upgrade the Platform, you may be prevented from accessing the Platform or the full functionalities of our Platform, your User Account details or other content, which is contained in your User Account. You agree to hold us harmless in respect of any losses which you may suffer due to us disabling your access to your User Account.  

17.   Termination

17.1.        These Terms shall be effective upon your electronic acceptance and shall continue in full force and effect unless and until terminated in accordance with the provisions of these Terms.

17.2.        MISHU shall be entitled to immediately terminate these Terms without any liability to you for any of the following reasons: 

17.2.1.   if we cease to support the Platform;

17.2.2.   if you breach any of the terms and conditions under these Terms; or

17.2.3.   if we are required to do so by any laws or by any relevant authorities.   

17.3.        Notwithstanding and without prejudice to Clause 17.2, MISHU may terminate these Terms by giving you one (1) month prior written notice.

17.4.        Unless the SSTCs state otherwise, you may terminate the Services and these Terms by giving us one (1) month prior notice in writing.

17.5.       Upon termination of these Terms, all rights granted to you hereunder shall immediately cease, and we shall be under no obligations to provide the relevant Services to you. Any outstanding payments owed to MISHU shall immediately become due and payable.

17.6.     If you terminate our Services, your access to the document portal in the Platform will be terminated forthwith. You acknowledge that it is your sole responsibility to download all materials from your document portal in the Platform prior to the termination of our Services.

17.7.        Termination of the Services and these Terms shall not affect or prejudice any of our rights or remedies at law or in equity.

 

18.   Indemnity

18.1.        You agree to indemnify, defend and hold harmless and keep indemnified, defended and held harmless MISHU and its affiliates, as well as their respective licensors, officers, directors, partners, shareholders, employees, agents, representatives, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, demands, suits, proceedings, judgments, settlements, interests, awards, penalties, fines, costs, and expenses (including reasonable legal fees) of whatever nature, whether directly or indirectly suffered, sustained, incurred or paid by MISHU arising out of or in connection with:

18.1.1.   any claims for libel, slander, defamation, invasion of privacy, infringement of intellectual property right or other proprietary right, breach of confidence and/ or breach of any law or regulations arising from or attributable to your use of our Services or the Platform;

18.1.2.   your use or misuse of the Platform;

18.1.3.   the placement or transmission of any message, information, software or other materials through the Platform by you or users of your User Account;

18.1.4.   any use or exploitation of the Services not permissible under these Terms or the law; and 

18.1.5.   any non-compliance with or breach of any provisions of these Terms by you or users of your User Account.

19.            Disclaimer of Warranties

19.1.        The Services and/ or the Platform are provided to you on an “as is” and “as available” basis. No assurances, representations or warranties of any kind are made with respect to the Services and/ or the Platform, whether express, implied or statutory, including but not limited to warranties of title or implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement or timeliness.

19.2.        By accessing to the Platform and using our Services, you acknowledge that you have relied on your own experience, skill and judgment to evaluate the Platform and Services and that you are satisfied as to the suitability of our Services to meet your requirements.

19.3.        While MISHU makes every reasonable effort to provide high-quality services, it does not make any representation or warranty that:

19.3.1.   the information or content provided as part of our Services will be accurate, complete and up-to-date;

19.3.2.   the documents generated as part of our Services will be accurate, adequate, reliable, free from any defects, errors or omissions, or suitable for a particular purpose;

19.3.3.   the Platform are free from any defects, errors, bugs or viruses;

19.3.4.   the access to, operation, performance of the Platform or any of our Services will be available or uninterrupted at all times; and

19.3.5.   the use of our Services will achieve any intended result or meet your requirements.

19.4.        Any condition or warranty which may be implied or incorporated into these Terms by statute, common law or otherwise is hereby expressly excluded to the maximum extent permitted by law.

20.            Limitation of Liability

20.1.     In no event will MISHU and its affiliates, as well as their respective licensors, shareholders, members, directors, partners, officers, employees, attorneys, agents, representatives, contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss or exposure of data or information, loss of revenue, profits or other business or financial benefit) arising out of or in connection with your use of the Platform, any performance or non-performance of the Platform, your use of our Services, or any other product, service or other item provided by or on behalf of MISHU.

20.2.        You acknowledge and agree that MISHU shall not be liable to you for any losses or damages arising out of or in connection with:

20.2.1.   your use of or reliance on the Services made available on or through the Platform;

20.2.2.   your inability to use the Platform and/ or the Services;

20.2.3.   our failure to perform the Services (in whole or in part) due to any unforeseen circumstances which are beyond our control;

20.2.4.   any inaccuracy or other defect in any document or information that you supply or provide to us in relation to the Services;

20.2.5.   any arrangement with a third-party service provider which you intend to utilise in connection with our Services; and

20.2.6.   any transaction or relationship between you and any third-party service provider for which you have utilised our Services.

20.3.     MISHU will not be held liable for any and all losses, damages, costs and expenses which you may incur resulting from or in connection with a contract entered into between you and a third-party service provider listed on our Platform. The quality of the goods and/ or services provided by the third-party service provider listed on our Platform shall be the sole and full responsibility of the third-party service provider. Under no circumstances will MISHU be liable for and/ or in connection with the goods and/ or services provided by the third-party service provider or any actions or omissions on the part of the third-party service provider. Any complaints related to the goods and/ or services or the third-party service provider shall be addressed to the third-party service provider directly.

20.4.      Should you contact us regarding any complaint, claim, demand, action, dispute, proceedings or suits against a third-party service provider listed on our Platform, we will refer such complaint, claim, demand, action, dispute, proceedings or suits to the relevant third-party service provider and vice versa.

20.5.        In the event that any limitation or exclusion of liability under these Terms is not enforceable, our total liability for any claim arising out of or in connection with these Terms are limited to our retainer fee paid by you to us during the six (6) calendar months period preceding the date on which the claim arose. We do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

21.  Our Right to Investigate

21.1.        We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of these Terms or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.

21.2.       In connection with any such investigation, we may take any action as we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any necessary or appropriate information to such parties.

21.3.        We may, from time to time, undertake due diligence checks on the clients to which we provide our Services (including you). Should any of our checks result in the discovery of any illegal or unethical activities, we reserve the right to terminate our Services to you, without further notice and without a refund.

22.  Force Majeure

22.1.        We shall not be liable to you for our delay in performing or failure to perform any Services under these Terms which is caused by war, riots, rebellions, civil commotions, hostilities, strikes, sabotage, labour or industrial disputes; storms, typhoons, floods, droughts, fires, explosions, earthquakes or other acts of God; electrical, internet or telecommunication shortage or outage; interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; national, state, or local government restrictions or intervention; pandemics, epidemics, medical outbreaks or any other event which is beyond our reasonable control, whether foreseeable or similar to the foregoing or not (“Force Majeure Event”).

23.            Third-Party Software and Application Programming Interface (“API”)

23.1.        We may use third-party software and APIs when providing the Services on the Platform. We do not guarantee the reliability of such third-party software or APIs. You agree that we are not liable for any loss or damage whatsoever incurred or suffered by you arising out of our use of such third-party software or APIs.

24.            Miscellaneous

24.1.        Invalidity and Severability

If any provision or part of the provision under these Terms is or may become under any written law or is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed modified to the minimum extent to make it legal, valid and enforceable. If such modification is not possible, the relevant provision or part of the provision shall be deemed deleted from these Terms. Any modification to or deletion of a provision or part of the provision under this Clause 24.1 shall not affect the validity or enforceability of the remaining provisions or remaining part of the relevant provision of these Terms.

24.2.        Assignment

You may not assign, transfer or sub-contract any of your rights and obligations under these Terms to any other person without our prior written consent. We may assign, transfer or sub-contract all or any of our rights and obligations under these Terms at any time without your consent to (i) our subsidiary or related/affiliated company; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger.

24.3.        Waiver

If a party waives any right under these Terms, it must be made in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in these Terms does not operate as a waiver of another breach of the same term or any other term in these Terms.

24.4.        Equitable Remedies

You acknowledge that the rights granted, and obligations made under these Terms to us are of a unique and irreplaceable nature, the loss of which shall cause irreparable harm to us, and which cannot be compensated by monetary damages alone. As such, we shall be entitled to obtain injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach of these Terms committed by you.

24.5.        Governing Law and Jurisdiction

These Terms are governed by, and shall be construed in accordance with, the laws of Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms.

24.6.        Entire Agreement

These Terms, our Platform Terms of Use, Privacy Policy and the SSTCs (if any) constitute the entire agreement between you and MISHU with respect to the Platform and the Services, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform and the Services. For the avoidance of doubt, these Terms create no third-party beneficiary rights.

24.7.        Electronic Communications

For contractual purposes, you consent to receiving communications from us in an electronic form via the last email address you have submitted to us and any terms and conditions, agreements, policies, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing. Notice will be deemed given twenty-four (24) hours after the e-mail is sent to the last email address that you have provided to us, or the notice is posted on the Platform.

24.8.        Notices

All notices, requests or other communications required to be given or made to us under these Terms shall be in writing, in English and sent to us at our address (A-3-3, Aurora Place, Plaza Bukit Jalil, No. 1, Persiaran Jalil 1, Bandar Bukit Jalil, 57000 Kuala Lumpur) or email address ([email protected]). Further, all notices, requests or other communications required to be given or made to you under these Terms will be in writing, in English and sent to you at your address or email address maintained in the User Account. Any such notice, request or communication shall be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting.    

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