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TERMS OF BUSINESS

Beware! Here lies the legal stuff - read and tread carefully.

Effective Date: 1 May 2020

1.          Introduction

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.  

1.4.      Please read and understand this TOB carefully before continuing to use our services, as it contains important information regarding your legal rights and remedies. This TOB should be read in conjunction with our Privacy Policy (https://mishu.my/privacy-policy/) and Website Terms of Use (https://mishu.my/terms-of-use/). If you do not understand this TOB, or any services or products we provide, you should contact us before placing any order, filling any forms and/or sending us any information.

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.          Status

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.

4.2.      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 and your financial institution, e-wallet or debit/credit card company. We are not responsible 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.

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.