1. OUR CONTRACT WITH YOU
1.1 These are the terms and conditions (“Terms) on which PROMISING MALAYSIA BRANDS (We/Us/Our”) agree to supply to you the services (“Services”) or products (“Products”) described overleaf (“Order”).
1.2 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign the Order. If you think that there is a mistake or require any changes, please contact Us to discuss. We will confirm any changes in writing to avoid any confusion between you and Us.
1.3 When you sign and submit the Order to Us, this does not mean We have accepted your order for Services. Our acceptance of the Order will take place as described in clause 1. If We are unable to supply you with the Services, We will inform you of this in writing and We will not process the Order.
1.4 These Terms will become binding on you and Us when We contact you that We are able to provide you with the Services, which We will also confirm in writing to you, at which point a contract will come into existence between you and Us.
1.5 If any of these Terms conflict with any term of the Order, the term in the Order shall prevail.
2. CHANGES TO ORDER OR TERMS
2.1 We may revise these Terms from time to time.
2.2 If We have to revise these Terms under clause 2, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with the Terms.
2.3 You may make a change to the Order for Services at any time before We inform you of our acceptance of the Order by contacting Us. Where this means a change in the total price of the Services, We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 8.1 in these circumstances.
2.4 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 8.
3. PROVIDING SERVICES
3.1 We will make every effort to complete the Services in a timely manner. However, there may be delays due to an Event Outside Our Control. See clause 7 for Our responsibilities when an Event Outside Our Control happens.
3.2 If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required, or We may suspend the Services by giving you written
notice. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked.
3.3 If you do not pay Us for the Services when you are supposes to as set out in clause 5.1, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 5.3). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 5.2.
3.4 We own the copyright, design right and all other intellectual property rights in the Products and any drafts, drawings or illustrations We make in connection with the Services for you. However, once full payment is made in accordance with clause 5.1, We will assign all intellectual property rights in the final version of the Products to you.
4. IF THERE IS A PROBLEM WITH THE SERVICES
4.1 In the unlikely event that there is any defect with the Services or Products:
(a) Please contact Us and tell Us as soon as reasonably possible;
(b) Please give Us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect within a reasonable time
5. PRICE AND PAYMENT
5.1 Where We are providing Services to you, We will ask you to make an advance payment which shall not exceed 100% of the price of the Services and Products ordered. Your rights to a refund on cancellation are set out in clause 8. We will invoice you for the balance of the Services and Products on or any time after We have performed the Services or delivered the Products, whichever is the earlier. You must pay each invoice in cleared monies within 7 calendar days at the date of invoice.
5.2 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 2% a year. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
6. OUR LIABILITY TO YOU
6.1 Save as mandated by Malaysia law, We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7. EVENTS OUTSIDE OUR CONTROL
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
7.2 An Event Outside Our Control means any act or event beyond Our reasonable control. If any Event Outside
Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
7.3 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Services. Please see your cancellation rights under clause 8. We will only cancel the contract if the Event Outside Our Control continues for longer than 10 weeks in accordance with Our cancellation rights in clause 8.
8. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
8.1 Before We begin to provide the Services, you have the following rights to cancel an Order for Services, including where you choose to cancel because We are affected by an Event Outside Our control or if We change these Terms under clause 2.1 to you material disadvantage:
(a) You may cancel any Order for Services at any time before our acceptance of the Order by contacting Us. We will confirm your cancellation in writing to you.
(b) If you cancel an Order under clause 8.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
(c) However, if you cancel an Order for Services under clause 8.1(a) and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us.
8.2 Once We have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing Us with at least 30 calendar days notice in writing. Any advance payment you have made for Services that have not been provided will be refunded to you.
8.3 Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 14 days of you asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We are affected by an Event Outside Our Control.
9. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
9.1 If We have to cancel an Order for Services before the Services start:
(a) We may have to cancel an Order before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.
(b) If We have to cancel an Order under clause 9.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
9.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 30 calendar days notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
9.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) you do not pay Us when you are supposed to as set out in clause 5.1. This does not affect Our right to charge you interest under clause 5.2; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing.
10. OTHER IMPORTANT TERMS
10.1 We may transfer Out rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
10.2 You may only transfer your rights or your obligations under These Terms to another person if We agree in writing.
10.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
10.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
10.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
10.6 These Terms are governed by Malaysia law. You and We both agree to submit to the non-exclusive jurisdiction of the Malaysia courts.