TERMS OF BUSINESS
Effective Date: 1 May 2020
1.1. These Terms of Business (this “TOB”) is a binding agreement between you and MISHU (hereinafter referred to as “MISHU”, “we”, “us” or “our”, as the case may be). MISHU is owned and operated by MISHU Sdn Bhd (Company No. 202001002122 (1358441-X)).
1.2. This TOB governs and regulates our performance and provision of the following services to you through our website https://mishu.my (including the document portal which we provide as part of the services) (the “Platform”):
1.2.1. company incorporation or switching of corporate secretary for an existing entity;
1.2.2. limited liability partnership (LLP) registration or switching of compliance officer for an existing LLP;
1.2.3. monthly corporate secretarial services;
1.2.4. employment visa application services;
1.2.5. licenses and permits application services; and
1.2.6. general business advisory services.
Any other services offered on the Platform will, from time to time, be governed by separate terms of business which will be uploaded to the Platform.
1.3. By clicking “register” you unconditionally acknowledge and agree that:
1.3.1. you have read and understood this TOB;
1.3.2. you are of legal age to enter into a binding agreement; and
1.3.3. you are legally bound by this TOB.
1.5. We reserve the right, in our sole and absolute discretion, to modify, vary, amend, change and/or update this TOB, 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 TOB to you). Such modifications, variations, amendments, changes and/or updates to this TOB shall be effective upon the posting of an updated version on the Platform. You agree that it shall be your responsibility to review this TOB regularly to ensure your understanding of this TOB is current and you understand the terms and conditions that apply to your access to, and use of, the services.
1.6. Your non-termination or continued access to and use of the services after the effective date of any modifications, variations, amendments, changes and/or updates constitutes your acceptance of, and agreement to be bound by, the revised TOB.
1.7. If you do not agree to this TOB or with any subsequent modifications, variations, amendments, changes and/or updates, you may terminate this TOB in accordance with Clause 15.4 of this TOB. If you have any question regarding this TOB, please consult a professional lawyer.
2. Placing of an Order
2.1. When you place an order for any service or product using the online facilities or tools provided on the Platform, you make an offer to purchase the requested service or product in accordance with this TOB (“Order”).
2.2. When you place an Order, you will receive a message via an email from us acknowledging that we have received and are reviewing your Order.
2.3. Your Order constitutes an offer to us to purchase our service or product and is subject to acceptance by us, in our sole and absolute discretion. We will confirm such acceptance of the Order by sending you a message via an email confirming our acceptance.
2.4. Each Order, once accepted by us, becomes a service contract and shall immediately constitute a separate and independent binding contract between you and us, incorporating this TOB.
2.5. We reserve the right to decline or refuse any such requests in our sole and absolute discretion without providing a reason.
3.1. By submitting an Order to us, you expressly represent and warrant that (a) you are legally entitled to accept and agree to this TOB; (b) you are at least eighteen (18) years old; (c) you are duly authorised to submit the Order; and (d) you intend to enter into a legally binding contract with us if we accept your Order.
3.2. Without limiting the generality of the foregoing, the services are not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship.
4. Price and Payment
4.1. When you make an online payment to us for any service or product, your payment is 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, without us having access to the details. Our systems only retain details of the last 4 digits of your card or bank account number for reference purposes. The last 4 digits are recorded in the finance section of your registered account.
4.3. We will not be liable for any loss or damage, including theft or fraud, arising directly or indirectly from:
4.3.1. our failure or omission to protect your personal data from being seen by other persons or otherwise obtained by other persons when you enter your payment details online;
4.3.2. your failure to provide accurate information in the course of the online payment process; or
4.3.3. any other reasons in connection with the specified mode of payment.
4.4. The services provided by MISHU to you are charged in Ringgit Malaysia (MYR). Payment received means when money is confirmed as having been deposited in our bank account as cleared funds.
4.5. The prices shown on our Platform are exclusive of sale and services tax (“SST”), government filing fees and stamp duty. The total purchase price, including SST and any other filing fees and stamp duty, will be displayed in your shopping cart prior to confirming the order. For government filing fees and stamp duty, we shall process all payments made by you by acting on your behalf. All prices are payable immediately.
4.6. You remain liable for the payment of the applicable taxes and you shall pay all our invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges.
4.7. We reserve the right to change, modify or update the prices and fees on our Platform and to change, or withdraw any service or product at any time, and such changes or modifications shall be posted on the Platform and be effective immediately.
4.8. Every effort is made to ensure that the prices are correct, but in the event of serious error, any transaction shall be voidable by us and you would then be entitled to a full refund.
4.9. If you have purchased or obtained services for a period of months or years, changes or modifications in prices and/or fees shall be effective when the services in question come up for renewal, as further described below. Prior to the renewal of our services, you will receive a notice by email from us requesting for your confirmation as to whether you would like to proceed with our services, based on the revised prices and/or fees. If we do not hear from you within fourteen (14) calendar days from the date of our email notification to you on the change, modification or update of any of our prices and/or fees on the Platform, you will be deemed to have accepted our revised prices and/or fees posted on the Platform and you will be charged the revised prices and/or fees when the services in question come up for renewal.
4.10. If you have indicated that you do not wish to proceed with our services based on the revised prices and fees, our services will not be renewed when the services in question come up for renewal.
4.11. If you fail to make any payment due, you will be advised in writing and we reserve the right to suspend your user account or deny your access to all or part of the Platform. If the payment remains outstanding for more than one (1) calendar month after you have been advised in writing, we reserve the right terminate the service with immediate effect.
5. Information Given to Companies Commission of Malaysia (“CCM”)
5.1. When you place an Order with us, you are authorising us to give information to CCM so that they can incorporate a new company/LLP or update an existing company’s/LLP’s records. Where necessary, this will include personal information relating to the directors, shareholders and partners that you provide to us. If you are acting as an agent/representative for a third party, you undertake to comply with Clause 3.1(b) of this TOB.
5.2. You undertake to ensure that all relevant information provided to us which are to be submitted to the CCM:
5.2.1. are provided in a pro-active, responsive and/or timely manner; and
5.2.2. are correct, complete and not misleading;
5.3. If there are changes to the information to be provided to the CCM, you shall notify us immediately.
5.4. We process your orders on the basis that you have given us full and proper instructions and, if ordering on behalf of a third party, that you are authorised to place the order. When you place an order with us you are giving us the authority to lawfully process your instructions.
6. Continuous Payment Authority
6.1. In order to ensure that you do not experience an interruption or loss of services, most services offer an automatic-renewal option. The automatic-renewal option automatically renews the applicable service for a renewal period equal in time to the most recent service period. Therefore, unless you disable the automatic-renewal option, we will automatically renew the applicable service when it comes up for renewal and will take payment from the payment method that we have on file for you.
6.2. You may enable or disable the automatic-renewal option at any time. However, should you elect to disable the automatic-renewal option, and you fail to manually renew your services before they expire, you may experience an interruption or loss of services, and we shall not be liable to you or any third party regarding the same.
6.3. In addition, we may participate in “recurring billing programs” or “account updater services” supported by your banking, e-wallet, debit/credit-card provider (and ultimately dependent on your bank’s participation). If you are enrolled in an automatic-renewal option and we are unable to successfully charge your existing payment method, your banking, e-wallet, debit/credit-card provider (or your bank) may notify us of updates to your banking, e-wallet, debit/credit-card number and/or expiration date, or they may automatically charge your new banking, e-wallet, debit/credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your banking, e-wallet, debit/credit-card number and/or expiration date, we will automatically update your payment profile on your behalf. We make no guarantees that we will request or receive updated banking, e-wallet, debit/credit-card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your account settings, including, but not limited to:
6.3.1. setting your renewal options; and
6.3.2. ensuring your associated payment methods are current and valid.
6.4. Further, you acknowledge and agree that your failure to do so may result in the interruption or loss of services, and we shall not be liable to you or any third party regarding the same.
6.5. If for any reason we are unable to charge your payment method for the full amount owed for the services provided, or if we receive notification of a chargeback, reversal or payment dispute, or are charged a penalty for any fee we previously charged to your payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any services registered or renewed on your behalf. We also reserve the right to charge you reasonable administrative fees or processing fees for:
6.5.1. tasks we may perform outside the normal scope of our services;
6.5.2. additional time and/or costs we may incur in providing our services; and/or
6.5.3. your non-compliance with this TOB (as determined by us in our sole and absolute discretion).
6.6. Typical administrative or processing fee scenarios include, but are not limited to:
6.6.1. customer service issues that require additional personal time or attention; and
6.6.2. recouping any and all costs and fees, including the cost of services, incurred by us as a result of chargebacks or other payment disputes brought by you, your bank or payment-method processor.
6.7. These administrative fees or processing fees will be charged to the payment method we have on file for you.
7. Processing and Delivery Time
7.1. We provide an online company/LLP incorporation service for different types of companies/LLP in Malaysia. Forming a private company limited by shares or an LLP requires the submission of information to CCM, which you provide to us through the Platform. It is your responsibility to ensure that the information provided is correct. We do not accept any liability for errors or omission in the information provided to CCM based on the information provided by you.
7.2. We do not accept any liability of whatever nature, if your application for the incorporation of a company or the registration of a LLP is rejected by CCM because it includes the appointment of a person or persons that do not meet the legal requirements.
7.3. When you select a name for your company/LLP registration, we warrant only that we will make an application to CCM for the registration of that name. We do not warrant that CCM will accept it.
7.4. We will submit your applications to CCM using CCM’s electronic filing system (MyCOID for company and MyLLP for LLP). If you have completed our application forms correctly, provided all the information required and if the proposed name of the company/LLP is not already in use, CCM will normally complete your application within 3 business days to 2 weeks. All company/LLP incorporation is completed by and subject to CCM’s operating systems. Delay may arise due to CCM’s systems failure or other circumstances beyond our control including the provision of incorrect information to us when placing the order. We do not accept liability for any losses or damages arising from a delay in completing your order due to reason not caused by us.
7.5. A copy of the certificate of incorporation, notice of registration and the share certificate (if applicable) will be uploaded to your document portal which you can access and download free of charge. Should you request for additional documents not included in our subscription package, we shall charge you for the additional fees incurred to obtain such documents. If you request for such documents to be sent by post, we cannot guarantee such documents will arrive to you within a specified period especially since this is subject to the delivery and courier companies’ delivery times.
8. Pre-Submission Review
We will review your company/LLP incorporation form prior to submission to CCM to ensure that your company/LLP incorporation form is submitted without any obvious errors so that the incorporation of your company/LLP is done without unnecessary delays. It will also ensure that you do not unknowingly make any potentially expensive mistakes. The review does not include a review of documents you upload to our Platform or the spelling of officers’, partners’ and shareholders’ names or the accuracy of their identification numbers. You are responsible to ensure the accuracy and completeness of information and documents you submit and the proper spelling of the individuals’ and entities’ names or the accuracy of their identification numbers.
9. Services We Do Not Provide With Any Product
9.1. Our services do not include any of the following in respect of any of the packages and products we offer for sale on our Platform:
9.1.1. accountancy advisory services;
9.1.2. tax advisory services;
9.1.3. audit services
9.1.4. legal services;
9.1.5. advice regarding the suitability or adequacy of any company/LLP you intend to set up using our Platform for your intended purposes;
9.1.6. any services offered by the third party service providers or strategic partners listed on our Platform; and
9.1.7. any other services not expressly mentioned.
9.2. We strongly recommend that you seek independent advice before registering a company/LLP through us. If you have not yet taken such advice, we would advise you to not proceed with any purchase until you have done so.
10. Business Address Service
10.1. By subscribing to our Business Address Service, without the confidential mail upgrade, you agree that we will open all your mail/letter, scan it and place the scanned copy in the document portal we give you or email such copy to you. The document portal allows you to view, store and download your mail.
10.2. You agree that we will keep all original copies of your mail/letter for one (1) calendar month and then securely shred and dispose of it. You can ask for the original copy within that period. A handling fee will be charged for retrieving the document from our physical file storage or if you request us to deliver that mail/letter to you.
10.3. If you purchase our Business Address Service without registering an account with us, we will not be responsible for updating your details at CCM, as that would be your own responsibility.
10.4. When you subscribe to our Business Address Service, you are authorising us to receive and process your mail/letter. We are not responsible for losses arising from any act, omission, neglect, failure or delay by us, our employees or our agents in the course of receiving, processing, scanning, sorting or forwarding your mail/letter.
10.5. We accept no responsibility for mail/letter that fails to be delivered to our offices.
10.6. We will not accept any mail/letter that is not addressed to your company/LLP. We will also not accept any parcel or package not related to mail/letter (for example, physical products).
10.7. Subscribers to our Business Address Service may not use the address provided for any legal agreements, mobile phone contracts or property/vehicle registration purposes, unless with our express written approval.
10.8. We reserve the right to cancel our Business Address Service with immediate effect should we believe you have caused a risk to our reputation, our business, or any terms under this TOB. Cancellation in such circumstances will not entitle you to a refund, either in full or in part, of any subscription money paid by you for the service we are providing. We will immediately apply to CCM to have our address removed from the public records by submitting the form of notification of change in the business/ branch address to CCM.
10.9. Multiple companies cannot use a single address service. Each company/LLP using our address service can only do so if a separate and appropriate subscription fee has been paid for each company/LLP.
10.10.It is your responsibility to ensure that you pay for the renewal of your services when payment is due. If payment for the renewal of your Business Address Service has not been made on or before the renewal date, we will terminate the service and your mail/letter will not be accepted or further processed by us. If our Business Address Service relates to a company/LLP registered at CCM you will need to advise them of the change of business address. If you do not, we reserve the right to do so and will advise CCM by submitting the form of notification of change in the business/ branch address to CCM.
10.11.If you wish to arrange to collect the physical copy of your mail/letter, we require two (2) business days’ notice in order to have the item ready for you. We will also ask you to present your ID to the reception when collecting the document. The handling fee relating to the collection of the item will also need settling in advance.
10.12.Mail/letter can only be collected during office hours on a business day.
10.13.If you cancel your subscription to our Business Address Service or you fail to renew it, we will retain the documents stored in the document portal for three (3) calendar months only. Thereafter they will be deleted.
11. Nominee Director Service
As part of the services we provide on the Platform, you may engage us or our representative to act as your local nominee director. You understand that our provision of such services is subject to us entering into a separate nominee director and indemnity agreement with the nominee director and/or do any other things as may be required by us or under applicable laws.
12. Employment Visa Service
As part of the services we provide on the Platform, you may engage us or our representative to act as your employment visa consultant. You understand that our provision of such services is subject to you entering into a separate consultancy agreement with the consultant and/or do any other things as may be required by us or under applicable laws.
13. Refunds and Cancellation
13.1. In the event you purchase a company/LLP incorporation package with MISHU but change your mind prior to/after our submission of the company/LLP details to the CCM, we will refund to you all the monies paid to us (minus the SSM registration fee if we had already paid to the CCM), provided that your written request for a refund is received by us within thirty (30) calendar day from the date of purchase.
13.2. If your company/LLP incorporation application is rejected by CCM, you will not be entitled to a refund for any services purchased from us. We will continue to assist until your company/LLP is successfully incorporated.
13.3. No refund shall be given for the cancellation order (including any and all elements or parts of an order), resulting from your failure to comply with our Know-Your-Client (KYC) procedures.
13.4. Where you have made advance payments in respect of the company secretarial/compliance officer services and the services are terminated in accordance with Clause 15.2 or 15.4 of this TOB, you will be entitled to a refund of the advance payments made to us which amount is to be pro-rated from the date of cancellation. No refund will be given in any other circumstances.
13.5. If you place an Order for a product (such as company seals, share certificate, rubber stamp) or service with us and you change your mind, provided that you have notified us within 1 business day of your placing of the order or service and we have not started working on your Order or placed your Order with a third party, you will be due for a refund of the fee relating the cancelled element of the Order. No refund will be given in any other circumstances.
13.6. You acknowledge and agree that where refunds are issued to your payment method, our issuance of a refund receipt is only confirmation that we have submitted your refund to the payment method charged at the time of the original sale, and that we have absolutely no control over when the refund will be applied towards your payment method’s available balance. You further acknowledge and agree that the payment provider, and/or the individual issuing bank associated with your payment method, establish and regulate the time frames for posting your refund, and that such refund-posting time frames may range from five (5) business days to a full billing cycle, or longer.
14.1. Either party will not, without the prior written approval of the other party, disclose information that belongs to the other party that is by its nature confidential. A party will not be in breach of this clause in circumstances where it is legally compelled to disclose the other party’s confidential information.
14.2. Each party will take reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of this TOB do not make public or disclose the other party’s confidential information. Notwithstanding any other provision of this clause, a party may disclose the terms of this TOB (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants. This clause will survive the termination of this TOB.
15.1. This TOB will be effective upon your electronic acceptance and will continue in effect until terminated by you or by MISHU.
15.2. We may terminate this TOB at any time by giving one (1) calendar month prior written notice if we cease to support the Platform, which we may do so in our sole and absolute discretion.
15.4. You may terminate this TOB by providing a one (1) calendar month notice in writing to MISHU that you no longer wish to use the services provided by us.
15.5. If you engage in any conducts or activities that MISHU in its sole discretion believes violate any of the terms and conditions, violate the rights of MISHU, or is otherwise inappropriate for continued access, you acknowledge and agree that MISHU may, without any liability on its part:
15.5.1 terminate or suspend user account or deny your access to all or part of the Platform without prior notice;
15.5.2 deny your access through the Platform to any materials stored on the Platform, or to access third party services, merchandise or information on the Internet through the Platform,
and MISHU shall have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.
15.6. Upon termination:
15.6.1. all rights granted to you under this TOB will also terminate;
15.6.2. you must cease all access or use of the Platform; and
15.6.3. MISHU will provide reasonable assistance necessary to enable the transfer of data, documentation and records to you or a third party nominated by you at your cost and expense. For this purpose, we will retain all materials stored in your document portal for a period of three (3) calendar months after account termination.
15.7. Termination will not limit any of our rights or remedies at law or in equity.
16.1. You agree to indemnify, defend and hold harmless and keep indemnified, defended and held harmless MISHU and its licensors, officers, directors, partners, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable advocates and solicitors’ fees, arising from or relating to your use or misuse of the Platform or the placement or transmission of any message, information, software or other materials through the Platform by you or users of your user account or related to any breach of this TOB by you or users of your user account.
17. Disclaimer of Warranties
17.1. The Platform is provided to you on an “as is where is” basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, MISHU, on its behalf and on behalf of its affiliates and its service providers, expressly disclaims all:
17.1.1. conditions and warranties, whether express, implied, statutory or otherwise, with respect to the Platform including but not limited to the commercial and non-commercial merchantability, quality, fitness, purpose, title, non-infringement and any implied terms and warranties of the Platform;
17.1.2. representations, by any means, as to the availability, accessibility, uninterrupted access, operation, performance of the Platform or any other products or services accessed via the Platform; and
17.1.3. indemnification arising from course of dealing or course of performance in connection with this TOB.
17.2. No advice or information, whether oral or written, obtained by you from the Platform or any materials or content available through the Platform will create any warranty that is not expressly stated in this TOB. You assume all risk for any damage that may result from your use of or access to the Platform, and any material or content available through the Platform.
17.3. MISHU does not warrant the accuracy, completeness or adequacy of any information or material contained on the Platform. Nothing contained on the Platform are intended to be used as professional advice, nor as substitute for your own professional advice.
17.4. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
18. Limitation of Liability
18.1. In no event will MISHU, its affiliates and their respective licensors, shareholders, members, directors, partners, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, direct, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data or exposure of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Platform, any performance or non-performance of the Platform, or any other product, service or other item provided by or on behalf of MISHU.
18.2. You agree that MISHU has no liability or responsibility for the deliberate or accidental deletion, failure to store, theft, misappropriation or loss of, by any means, of any data due to your actions in using the Platform including failure to apply strong passwords.
18.3. Access to, and use of, the Platform are entirely at your own discretion and risk. You understand and agree that you will use the Platform, and use, access, download, or otherwise obtain materials or content through the Platform, at your own discretion and risk, and that you are solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Platform), or the loss of data that results from the use of the Platform.
18.4. MISHU has no special relationship with or fiduciary duty to you or any other third party. You agree and acknowledge that you are solely responsible for conducting a full and diligent review of any and all legal, accounting, regulatory or tax related implications that may result from your use of the Platform and it is your responsibility to ensure that you order the service or combination of services and goods on the Platform which suits your needs. Prior to accessing the Platform, we recommend that you consult with a licensed professional who is fully aware of your circumstances.
18.5. 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 is the full responsibility of the third party service provider that provides the goods or services to you. Under no circumstances will MISHU accept any liability for and/or in connection with the goods and/or services provided by the third party service provider or any other actions or omissions on the part of the third party service provider. Any complaints related to the goods /or services or the third party service provider should therefore be addressed to the third party service provider directly.
18.6. 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. Should a third party service provider listed on our Platform contact us regarding any complaint, claim, demand, action, dispute, proceedings or suits against you, we will refer such complaint, claim, demand, action, dispute, proceedings or suits to you.
18.7. In the event that any limitation or exclusion of liability in this TOB is not enforceable, our total liability for any claim arising out of or relating in any manner to the access and/or use (or inability to access and/or use) of the Platform are limited to our retainer fee paid by you to us during the twelve (12) 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.
19. Right to Investigate
19.1. We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of this TOB or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.
19.2. In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any information necessary or appropriate to such persons relating to your profile, e-mail address, usage history, posted materials, IP addresses and traffic information.
19.3. Periodically, we are obliged to undertake due diligence checks on the clients to which we provide ongoing services. Should any of our checks result in the discovery of illegal or unethical, we reserve the right to terminate our service, without notice and without a refund.
20. Force Majeure
You acknowledge and agree that we have no control over the availability of the Platform on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. We are not responsible or liable for failure or delay of performance caused by act of war, hostility, or sabotage; act 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; pandemic, epidemic or any other event that is beyond our reasonable control, whether foreseeable or not.
21. Invalidity and Severability
21.1. If any provision of this TOB is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:
21.1.1. such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
21.1.2. the remaining provisions of this TOB shall remain in full force and effect; and
21.1.3. the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.
22.1. You may not assign, transfer or sub-contract any of your rights and obligations under this TOB to any other person without our prior written consent.
22.2. We may assign, transfer or sub-contract all or any of our rights and obligations under this TOB at any time without your consent to:
22.2.1. our subsidiary or related/affiliated company;
22.2.2. an acquirer of our equity, business or assets; or
22.2.3. a successor by merger.
23. Ownership and protection of data files
23.1. Title to and all intellectual property rights in the software, Platform, standard checklists, forms, templates, documentation, videos, e-books, e-guides, training and marketing materials developed or prepared by us remain our property.
23.2. Title to and all intellectual property rights in any documents or data files uploaded by you or to our document portal or developed or prepared for you remain your property.
If a party waives any right under this TOB, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or any 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 this TOB does not operate as a waiver of another breach of the same term or any other term.
25. Equitable Remedies
You acknowledge that the rights granted, and obligations made under this TOB to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us, and which cannot be replaced by monetary damages alone. As such, we shall be entitled to 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 by you.
26. Governing Law and Jurisdiction
This TOB is governed by, and 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 this TOB.
27. Entire Agreement
28. Electronic Communication
28.1. For contractual purposes, you consent:
28.1.1. to receiving communications from us in an electronic form via the last email address you have submitted to us; and
28.1.2. that 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 in writing.
28.2. Notice will be deemed given twenty (24) hours after:
28.2.1. the e-mail is sent to the last email address that you have provided to us; or
28.2.2. the notice is posted on the Platform.