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TERMS OF BUSINESS

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 constitute 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 website 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 PolicyTerms of Useand Refund Policy. If you require further clarifications on these Terms, or any services or products we provide, please use the ‘Contact Us’ 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 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
16.4 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;

2.1.3.     
registration of a new limited liability partnership (LLP);

2.1.4.     
registration of a new enterprise and renewal of an existing enterprise;

2.1.5.     
application for employment pass or other passes services;

2.1.6.     
application for business licenses and permits services;

2.1.7.     
provision of accounting and bookkeeping services;

2.1.8.     
provision of tax compliance & advisory services;               

2.1.9.     
provision of human resources advisory & consulting services; and

2.1.10.   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 platforms 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.

 

4.              
Placing of an Order

4.1.          
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.

 

4.2.          
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.

 

4.3.          
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.

 

4.4.          
Upon our acceptance, each Order becomes a service contract which
incorporates these Terms, establishing an independent and binding agreement
between you and us.

 

5.              
Your Obligations

5.1.          
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.

 

5.2.          
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.

 

5.3.          
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.

 

5.4.          
In the event there are any changes to the information provided by you
under Clause
5.1 and/or the account details provided by
you under Clause
5.3, you shall notify MISHU immediately.

 

5.5.          
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.

 

6.              
Service Fees

 

6.1.          
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”), stamp duties (if applicable) and
unless otherwise stated, the government filing fees. MISHU will issue an
invoice to you on the total fees that encompass the Taxes, government filing
fees and stamp duties. For government filing fees and stamp duties, we shall
process all payments on your behalf upon our receipt of such payment.

 

6.2.          
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, subject to the Refund
Policy.

 

6.3.          
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.

 

6.4.          
We reserve the right to change, modify or update the fees on our
Platform, as well as to change or withdraw any Service or product at any time.
Such changes or modifications will be posted on the Platform and take effect
immediately.

 

6.5.          
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,
subject to the Refund Policy.

 

6.6.          
If you fail to make any payment due, you will be given a written
notice and we reserve the right to suspend or deny your access to all or part
of the Platform and suspend the performance of our Services in whole or in
part.

 

6.7.          
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.

 

7.              
Automatic Renewal of Services.

7.1.          
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.

 

7.2.          
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.

 

7.3.          
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
fees due and owing by you for any Service provided by us.

 

7.4.          
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 fees due and owing by you for any Service
provided by us.

 

7.5.          
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.

 

8.              
Processing and Delivery Time

8.1.          
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 and LLP registration 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 reasons not directly caused by us.

 

8.2.          
We do not accept any liability of whatever nature, if your Application
is rejected by the relevant government authorities.

 

8.3.          
Any documents related to the Application, such as copies of the
certificate of incorporation, notice of registration and share certificate (if applicable),
will be made available to you, 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.

 

9.              
Pre-Submission Review

9.1.          
Where applicable, we will review any documents and/or forms related to
the Application (“Application Form”) prior to submission to the relevant
government authorities. 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.

 

10.           
Service Specific Terms and Conditions

10.1.       
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.

 

11.           
Cancellation and Refund

11.1.       
For details regarding cancellation methods and refund terms, please
read our Refund Policy (
https://mishu.my/refund-policy/).

 

12.           
Confidentiality

12.1.       
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”).

 

12.2.       
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.

 

12.3.       
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.

 

12.4.       
This confidentiality obligations contained in this Clause 12 shall survive the termination of these
Terms.

 

13.           
Intellectual Property

13.1.       
For the purpose of this Clause 13, “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.

 

13.2.       
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.

 

13.3.       
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.

 

13.4.       
Except for the content generated by you or other users of the Platform
and information provided by you through the Platform, any standard checklists,
forms, templates, documentation, videos, articles, training and marketing
materials developed or prepared by us shall remain our properties.

 

13.5.       
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.

 

14.           
Other Specific Restrictions

14.1.       
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):

 

14.1.1.      
removing any proprietary notices from the Platform;

14.1.2.      
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 and email address, without our consent;

14.1.3.      
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;

14.1.4.      
using the Platform in any way that interferes with any user’s access
to the Platform;

14.1.5.      
attempting to copy, reproduce, exploit or expropriate the Platform’s
various proprietary directories, databases and listings;

14.1.6.      
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;

14.1.7.      
using the Platform to defame, harass, threaten, menace or offend any
person;

14.1.8.      
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;

14.1.9.      
modifying, copying, adapting, reproducing, making derivative works of,
dissecting, decompiling, disassembling, reverse compiling or reverse
engineering any part of the Platform;

14.1.10.   
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;

14.1.11.   
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 non-disclosure
agreement);

14.1.12.   
otherwise deriving or determining or attempting to derive or determine
the source code (or algorithms, structure or organisation) of any software
underlying the Platform;

14.1.13.   
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;

14.1.14.   
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;

14.1.15.   
forging headers or otherwise manipulating identifiers in order to
disguise the origin of any content transmitted through the Platform;

14.1.16.   
accessing the unauthorised section of the Platform in order to build a
similar or competitive application, product, or service;

14.1.17.   
manipulating the fees of any Services;

14.1.18.   
engaging in any activities that would otherwise create any liability
for us or our affiliates;

14.1.19.   
bypassing the internal workings (including security features) of the
Platform (including changing the coding or interface of the Platform);

14.1.20.   
“doxing” other users on the Platform, including revealing the personal
information of other users (including names, email addresses, addresses and
phone numbers);

14.1.21.   
accessing the Platform using an emulator, simulator, bot or other
similar hardware or software;

14.1.22.   
using software or automated agents or scripts to generate automated
searches, requests, or queries to (or to strip, scrape, or mine data from) the
Platform; and/or

14.1.23.   
instructing, authorising, facilitating or assisting a third party to
do any of the above acts.

 

14.2.       
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.

 

14.3.       
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.

   

15.           
Updates and Upgrades to the Platform

15.1.       
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.           
Termination

16.1.       
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.

 

16.2.       
MISHU shall be entitled to immediately terminate these Terms without
any liability to you for any of the following reasons:

 

16.2.1.  
if we cease to support the Platform;

16.2.2.  
if you breach any of the terms and conditions under these Terms; or

16.2.3.  
if we are required to do so by any laws or by any relevant authorities.

   

16.3.       
Notwithstanding and without prejudice to Clause 16.2, MISHU may terminate these Terms by
giving you one (1) month prior written notice.

 

16.4.       
Unless the SSTCs state otherwise, you may terminate the Services and
these Terms by giving us one (1) month prior notice in writing.

 

16.5.       
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.

 

16.6.       
Termination of the Services and these Terms shall not affect or
prejudice any of our rights or remedies at law or in equity.

 

17.           
Indemnity

17.1.       
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:

 

17.1.1.  
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;

17.1.2.  
your use or misuse of the Platform;

17.1.3.  
the placement or transmission of any message, information, software or
other materials through the Platform by you;

17.1.4.  
any use or exploitation of the Services not permissible under these
Terms or the law; and 

17.1.5.   any non-compliance with or breach of any
provisions of these Terms by you.

 

18.           
Disclaimer of Warranties

18.1.       
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.

 

18.2.       
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.

 

18.3.       
While MISHU makes every reasonable effort to provide high-quality
services, it does not make any representation or warranty that:

 

18.3.1.  
the information or content provided as part of our Services will be
accurate, complete and up-to-date;

18.3.2.  
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;

18.3.3.  
the Platform are free from any defects, errors, bugs or viruses;

18.3.4.  
the access to, operation, performance of the Platform or any of our
Services will be available or uninterrupted at all times; and

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

 

18.4.       
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.

 

19.           
Limitation of Liability

19.1.       
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.

 

19.2.       
You acknowledge and agree that MISHU shall not be liable to you for
any losses or damages arising out of or in connection with:

 

19.2.1.  
your use of or reliance on the Services made available on or through
the Platform;

19.2.2.  
your inability to use the Platform and/or the Services;

19.2.3.  
our failure to perform the Services (in whole or in part) due to any
unforeseen circumstances which are beyond our control;

19.2.4.  
any inaccuracy or other defect in any document or information that you
supply or provide to us in relation to the Services;

19.2.5.  
any arrangement with a third-party service provider which you intend
to utilise in connection with our Services; and

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

 

19.3.       
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.

 

19.4.       
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.

 

19.5.       
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.

 

20.           
Our Right to Investigate

20.1.       
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.

 

20.2.       
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.

 

20.3.       
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.

 

21.           
Force Majeure

21.1.       
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”).

 

22.           
Third-Party Software and Application Programming Interface (“API”)

22.1.       
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.

  

23.           
Miscellaneous

23.1.       
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
23.1 shall not affect the validity or
enforceability of the remaining provisions or remaining part of the relevant
provision of these Terms.

 

23.2.       
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.

 

23.3.       
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.

 

23.4.       
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.

 

23.5.       
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.

 

23.6.       
Entire Agreement

These
Terms, our 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.

 

23.7.       
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.

 

23.8.       
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 that you had previously provided to us. 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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