AOnePay Service Agreement
This agreement was created on April 1, 2017.
This Agreement is made together with the date of this application between:
MY AONE LEARNING SDN BHD. (Company No. 1158128-K) a company incorporated in Malaysia and having its principal place of business at 59-1, Jalan PJU 5/21, The Strand, Kota Damansara, 47810 Petaling Jaya, Selangor (hereinafter called “AOne”) of the other part;
A company incorporated in Malaysia with the company information stated in AOnePay application form (hereinafter called “The Company”) of the other part;
A. AOne is involved in the business of facilitating the monthly lesson fee collection for the Company through auto-debit service provided by relevant financial institutions (collectively referred to as “Service”). The provision of the Services is governed by the terms and conditions in the agreements executed or to be executed between AOne and the relevant financial institutions, including but not limited to the Standards (as hereinafter defined).
B. The Company is engaged in the operation and provision of products and/or services as may be available on the Company Business (as hereinafter defined).
C. The Company is desirous of appointing AOne for the provision of the Service and other related products and services subject to and based on the terms and conditions as set out in this agreement.
NOW THIS AGREEMENT WITNESSETH as follows: –
1. Definitions and Interpretation
1.1. In this Agreement, unless the context otherwise requires the following terms shall have the following meanings:-
“Agreement” means this Agreement and all the schedules hereto;
“Business Day” means any day (excluding Saturdays, Sundays and public holidays) on which banks in Kuala Lumpur and Selangor darul Ehsan are open for business;
“Commencement Date” means the date of this Agreement;
“Company’s Information” means as any information that the Company provides to AOne or other users in the registration, payment process, stores or other features of AOne’s Service or any other information provided by the Company in connection with the Service;
“Company Business” means the Company’s registered business as stated in AOnePay application form hereto or such other businesses/services as may be notified from the Company to AOne from time to time;
“Customer” means the natural person or legal entity(ies) who or which has/have purchased products and/or services from the Company;
“Fees” means the fees payable by the Company to AOne for the Service more particularly stated in Annexure 1 of AOnePay application form hereto excluding the banking charges imposed on AOne and shall include any revised fees which may be agreed by both parties in writing from time to time.
“Personal Data” has the meaning ascribed to it in the Personal Data Protection Act, 2010 which means any information in respect of commercial transactions, which;-
a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose;
b) is recorded with the intention that it should wholly or partly be processed by means of such equipment; or
c) is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system, that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject; but does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010
“Standards” means any laws, bylaws, rules, policies and the operating regulations and the procedures of the Bank, including but not limited to any manuals, guides or bulletins, as may be amended from time to time;
“The Bank” means any participating financial institutions where AOne maintains its transaction processing via the bank gateway;
1.2. Titles and headings in this Agreement are used for convenience and ease of reference only, and in no way define, limit, extend or describe the scope and intent of this Agreement or of its provision.
1.3. Words bearing the singular in this Agreement shall include the plural and vice versa.
1.4. All Recitals and Appendices hereto in this Agreement shall be read and construed as an essential part of this Agreement.
1.5. “Parties” shall mean AOne and the Company and “Party” shall mean any of them.
2.1. The Company hereby appoints AOne for the provision of the Service in accordance with the terms of this Agreement for the duration of the term as defined in Clause 19.1 below and AOne hereby agrees to accept the appointment for the provision of the Service to the Company.
3.1. In providing the Service, the parties agree that
a) AOne shall act as a facilitator to help the Company accept payments from the Customer;
b) AOne will act in accordance with written instructions of the Company’s authorized representatives provided that such instructions are within the scope of the Service to be provided by AOne; and
c) AOne acts solely as a payment service provider by creating, hosting, maintaining and providing its Service to the Company. AOne does not have any control over the products or services that are transacted by the Company. Accordingly, AOne does not have any onus or liability whatsoever to ensure that the customers that transacts with the Company with will actually complete the services provided by the Company.
3.2. Notwithstanding the provision of the Service by AOne and any of the terms of this Agreement to the contrary, the Company acknowledges that:
a) AOne is not a bank and the Service as provided by AOne is a payment switching service rather than a banking service, and
b) AOne does not act in the capacity of a trustee, fiduciary party or escrow agent in respect of the Company’s funds, but it acts as a custodian only. The Company agrees that it shall not receive interest or other earnings on the funds handled or processed by AOne on behalf of the Company and that AOne shall be entitled to the interest accrued on such funds (if any)
4. Requirements of Company Business
4.1 The Company hereby agrees that the Company Business must contain the following information or feature(s):
a) The Company Business must be registered with Suruhanjaya Syarikat Malaysia (SSM), as sole proprietor, partnership, limited liability company, private limited company or other forms of business in Malaysia.
b) Specify or indicate the return / refund policy and terms and conditions of sale and purchase of the products and/or services, which must be acknowledged by the Customers;
c) Provide the particulars of the customer service contact including the Company’s address, email address & contact number;
5. Remittance of payments by AOne
5.1. The Company hereby irrevocably authorizes AOne to cause all funds received on behalf of the Company by AOne in connection with the Service to be deposited on its behalf in the AOne’s banking accounts. AOne shall thereafter remit all such funds received by AOne free of interest less any Fees payable to AOne to the Company either via cheque to the Company or Internet online fund transfer (if applicable) or telegraphic transfer to the bank account(s) maintained by the Company on the 5th-7th day of each and every succeeding week.
5.2. The Company hereby agrees that if any overpayment made by AOne to the Company, the overpayment shall be deducted from the funds received on behalf of the Company on the succeeding month.
5.3. The frequency of payment and date of payment as set out in Clause 5.1 above may be varied in writing by the parties.
5.4. The Company hereby agrees that AOne and/or the Bank has absolute discretion not to remit all such funds received by AOne and/or the Bank to the Company if AOne and/or The Bank reasonably believe that any of the following events has or might have occurred:-
a) Dispute, fraud, forgery and/or suspicious transactions;
b) The Company is unable to furnish any document or record related to the transaction upon request of the Bank and/or AOne;
c) There has been a breach of this Agreement by the Company or the Company is suspected, expected, assumed or believed to be in breach of any of its obligations under this Agreement, or of any security measures or guidelines issued by the Bank;
d) Non-compliance by the Company with regards to the transaction that may damage the goodwill or reflect negatively on AOne and/or the Bank.
e) If this Agreement is terminated by AOne for any reason whatsoever.
6. Identity of Customer
6.1 The Company acknowledges that AOne uses various techniques to identify its Customer/users when they register on the Service. Verification of the Customer/users is one of the various techniques to verify the authenticity of the Customer’s/user’s identity. The Company authorizes AOne, either directly or through third parties, to make any such inquiries as AOne considers necessary to validate the identity of Customer/users. This may include ordering a credit report and performing other credit checks or verifying the information provided by the Company.
6.2 The Company agrees and acknowledges that AOne does not guarantee any of the The authentication of any of the Customer’s/user’s identity nor shall AOne be held liable in any way whatsoever to the Company or any third party for any fraud in connection with any of the user’s identity.
6.3 The Company is responsible on the updating contact information, personal details, banking details, class continuation of the Customer/User who subscribes for the Service.
6.4 The Company is responsible in obtaining the authorisation of the Customer/User via Direct Debit Authorization Form (provided by the Bank) for using the Service.
The parties hereby agree that AOne shall not be held liable in any manner whatsoever in the event there is a dispute between the Company and any of the Customer, unless it can be reasonably proven by the Company that such dispute arose, directly or indirectly, from the negligence, fraudulent act, default, breach and/or omissions committed by AOne in the provision of the Service under this Agreement.
8. No Warranty
AOne shall use its best efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner. Notwithstanding the foregoing, AOne makes no representations or warranties, whether expressed or implied, regarding the length of time required to complete the process of such transactions because the Service is largely dependent upon many factors beyond its control including but not limited to delays in the banking system or the local or international mail service.
9. Disclaimer and Limitation of Liability
9.1 The Company shall not hold AOne and its holding company, affiliates, subsidiaries, employees and its suppliers liable in any way for any losses or liabilities and shall indemnify AOne against any claims brought by Bank, any regulatory body, any governmental or non-governmental authorities or any third party for matters caused by, directly or indirectly, by the Company or any third parties relate to the Company in connection with the use of or access to the Service. The Company shall forthwith reimburse AOne for any fine imposed and all costs (legal or otherwise) and/or damages incurred by AOne.
9.2 AOne and the Company shall under no circumstances be liable to the other, its holding company, subsidiaries, employees and its suppliers for:
a) any services offered by third parties and accessible from the AOne or the Company Website;
b) any exposure of users of the Service to third parties online services providing prohibited material or other undesired experiences through the use of the AOne or the Company Website; or
c) any act or omission on the part of any third parties not within the control of the either Party.
Subject to Clauses 7 and 9 herein, the defaulting party hereto agrees to indemnify and hold the non-defaulting party, its holding company, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand made or incurred by any third party due to or arising out of the defaulting party’s breach of any of the terms of this Agreement or the violation of any provisions of law in connection with the transactions contemplated under this Agreement.
11. Violations by the Company
If the Company engages in any of the following, AOne shall be entitled, at its sole discretion, to limit the Service provided to the Company or immediately terminate the Service and this Agreement by notice in writing to the Company:
a) Using the Service to receive payments for any sexually oriented or obscene materials or services in violation of AOne’s policy;
b) Using the Service to receive payments for any narcotics, other controlled or illegal substances, steroids or prescription drugs in violation of any laws;
c) Using the Service to receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity;
d) Using the Service to receive payments for any replica Products;
e) Using the Service to receive payments for any firearms, ammunition, high capacity magazines, tasers, air guns;
f) Using the Service to receive payments for any fireworks or pyrotechnic devices or supplies;
g) Attempts to tamper, hack, modify or otherwise corrupt the security or functionality of Service;
h) Using the Service for money laundering activities;
i) Using the Service for pyramid scheme program;
j) Using the Service for any illegal or immoral activities, including but not limited to violate the Countries laws, Bank Negara Malaysia, Bank and Card Associations rules;
k) Deal in the currency of Israel;
l) Deal with Specified Persons which comprise the residents, authorities, agencies & instrumentalities & any entities owned or controlled, directly or indirectly, by Israel;
m) Deal with the persons belonging to or associated with the Taliban, Osama bin Laden and Al-Qaeda organization pursuant to the United Nations Security Council Resolutions relating to Taliban, Osama bin Laden and Al-Qaeda organization; and/or
n) Involve in any of the Banned and High Risk Industries
The Company and AOne agree that the damages that AOne will sustain as a result of the above behaviour by the Company will be substantial, including (without limitation) fines and other related expenses from its payment processors and service providers and damage to its reputation, but may be extremely difficult and impracticable to ascertain and that damages may not be an adequate remedy for such breach by the Company. The Company further acknowledges that AOne shall be entitled to all equitable relief, including but not limited to injunctions and specific performance, in the event of any such breach or threatened breach by the Company.
12.1 The Company shall pay AOne the Fees as set forth in the Fee Schedule (Annexure 1) AOnePay application form. AOne shall be entitled to deduct all Fees payable to it from the funds received by AOne on behalf of the Company as set out in Clause 5.1 above.
12.2 All Fees will be assessed in the currency of the payment. The Company’s account and all transactions are made and displayed in Ringgit Malaysia.
13. Warranties in respect of Company’s Information
13.1 The Company is solely responsible for the Company’s Information and the Company acknowledges that AOne acts solely as a passive conduit for the online distribution and publication of the Company’s Information.
13.2 The Company shall use its best endeavour to ensure that the Company’s Information and the Company’s activities (including its payments and receipt of payments) that are transacted through the AOne Service shall not:
a) be false, inaccurate or misleading;
b) be fraudulent or involve the sale of counterfeit or stolen items;
c) be related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools);
d) violate this agreement as defined under Clause 11 herein;
e) infringe any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;
f) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising);
g) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
h) be obscene or contain child pornography;
i) contain any viruses, trojan horses, worms, time bombs cancelbots, easter eggs, cryptolocker or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or
j) jeopardize any reputation or liability for AOne or cause AOne to lose (in whole or in part) the services of AOne’s ISP or other suppliers.
14. Representations, Undertakings and Covenants of the Company
14.1 The Company hereby undertakes and covenants as follow:
a) To obtain at its own cost and expense necessary license or permit and own proper facility, equipment, inventory, agreement, personnel and other capabilities to conduct business;
b) Shall have legal or legitimate rights to sell and market such products or perform such services as offered and posted in the Company Business;
c) Shall not impose or require Customer to pay any surcharge, commission, transaction cost, or any other contemporaneous finance charge in connection with the transaction whether through any increase in price or otherwise, or any other term and condition imposed on any of the Customer desirous of using the bank account as opposed to any other method of payment in making payment to the Company;
d) AOne reserves the rights to participate from time to time, in promotions with any vendors or suppliers featured on the Company Business;
e) To be responsible and financially liable for all transactions and liable for all acts, omissions, Customer’s disputes and/or chargebacks, fraud or suspicious transactions, and other customer service-related issues caused by the Company;
f) To be responsible and financially liable for any Customer’s cancellation of class, fee refund, fee overcharge, and other fee-related disputes caused by the Company.
g) Not to transfer and/or attempt to transfer any of the Company’s financial liability by way of asking or requiring Customers to waive their dispute rights;
h) To provide the Bank and/or AOne with the necessary information, documents and records of the transaction and Customer;
i) To comply with the Standards and all relevant laws and regulations;
j) To participate and give full co-operation in an audit with regards to the program / Standards in relation to fraud control upon request by the Bank and/or AOne;
k) Shall not deal directly with the Bank;
l) Shall forthwith resolve any claims or complaints made by the Customer in respect of any purchase of the products and/or services from the Company directly with the Customer;
15. Confidentiality and Intellectual Property Rights
15.1 All information that the Company may obtain from or through the AOne Website in connection with or in the course of its use of the Service, whether intended or by accident, shall be kept confidential and the Company shall not disclose such information or use the same other than disclosure to authorized third parties or as obviously contemplated under this Agreement or with AOne’s express written consent.
15.2 All information that AOne may obtain from or through the Company Business in connection with or in the course of the provision of the Service, whether intended or by accident, shall be kept confidential and AOne shall not disclose such information or use the same other than disclosure to authorized third parties or as obviously contemplated under this Agreement or with the Company’s express written consent.
15.3 The Company acknowledges that the copyright, designs, trademarks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in the AOne Payment System, AOne software and the AOne Marks (collectively “the Materials”) are the sole and exclusive property of AOne and/or its licensors.
15.4 The Company further agrees and undertakes that save as expressly permitted in this Agreement it shall not without AOne’s prior written consent:
a) reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of the AOne Website or the Materials; or
b) create or use derivative works from the Materials or create any hyperlink of any sort or manner to or from the AOne Website from or to any other website or use any part of the Materials contained at the AOne Website or any other server.
15.5 AOne acknowledges that the copyright, designs, trademarks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in the Company Business, the Company System and the Company Marks (collectively “the Company Materials”) are the sole and exclusive property of the Company and/or its licensors.
15.6 AOne further agrees and undertakes that save as expressly permitted in this Agreement it shall not without the Company’s prior written consent:
a) reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of the Company Business or the Merchant Materials; or
b) create or use derivative works from the Merchant Materials or create any hyperlink of any sort or manner to or from the Website from or to any other website or use any part of the Merchant Materials contained at the Company Business or any other server.
16. Access and Interference
16.1 AOne website contains robot exclusion headers and the Company agrees that it will not use any robot, spider, other automatic device, or manual process to monitor or copy AOne web pages or the content contained herein without AOne prior expressed written permission. The Company agrees that it will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the AOne site or any activities conducted on its site. The Company agrees that it will not take any action that imposes an unreasonable or disproportionately large load on AOne’s infrastructure.
16.2 The Company acknowledges that much of the information on AOne site is proprietary or is licensed to AOne by its users or third parties. The Company agrees that it will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content (except for the Company’s Information) from AOne website without the prior expressed written permission of AOne or the appropriate third party. If the Company uses, or attempts to use the Service for purposes other than sending and receiving payments and managing its account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, the Company’s account will be terminated and the Company shall be liable to AOne damages and other penalties, including criminal prosecution
17. Privacy and Security
18. Term & Termination
18.1 The term of this Agreement shall commence on the Commencement Date and, unless earlier terminated or extended as provided below, provided that this Agreement shall be automatically renewed on a yearly basis upon expiry thereof unless either party provides written notice of termination to the other party at least thirty (30) days prior to the end of the then current Term.
18.2 This Agreement may be terminated as follows:
a) If a Party (hereinafter referred to as “the Defaulting Party”):
i. shall hereto commit or permit any material breach of any of the obligations herein contained and on its part to be performed or observed and shall not have remedied such breach (if capable of remedy) within fourteen (14) days after written notice shall have been given to it by any other Party requiring such remedy;
ii. shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an Order of Court is made for its compulsory liquidation or being an individual shall become bankrupt or have a receiving order made against any of his assets;
iii. shall enter into any composition or arrangement with its creditors;
iv. shall have a receiver appointed over the whole or any part of its undertaking or assets;
v. shall suffer any encumbrances taking possession of or a receiver or trustee being appointed over the whole or any part of its undertaking, property or assets; or
vi. shall have an order made against it or have a resolution passed for its winding-up, otherwise than for the purpose of a reconstruction or amalgamation previously approved by the other Party.
then and in any such event (hereinafter referred to as an “Event of Default”) the Party not in default (the “Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within fourteen (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default.
18.3 This Agreement shall be terminated automatically and immediately without any prior notice if any of the following events shall occur:
a) When the Company or any of its directors and/or business owners of the Company has been blacklisted by the Bank;
b) The Bank de-register AOne for any reason whatsoever;
c) The Company involves in fraudulent, counterfeit, suspicious and/or wrongful activity;
d) The Company enters into another agreement under a new name with the intention to circumvent the provisions of the Standards;
e) The Company carries out activity that causes the Bank and/or AOne to violate the Standards; or
f) The Company performs any other activity that may result in undue economic hardship or damage to the goodwill of the system of AOne and/or the bank;
g) Irregular transactions by the Company, non-compliance with any applicable date security standards, as determined by AOne, the Bank, or an actual or suspected date security standards, or any other circumstances which, in the discretion of AOne and/or the Bank, may increase the risk exposure of such parties or otherwise present a direct or indirect financial or security risk to such parties;
h) A violation by the Company of any laws and/or Standards; or
hereinafter referred to as an “Event of Default”) the Party not in default (the “Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within fourteen (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default.
18.4 Upon the termination of this Agreement, the following provisions shall apply:
a) Any pending transactions to be performed under the Service will be cancelled.
b) The Company may not use closure of its account as a means of evading investigation – if an investigation is pending at the time the Company closes its account.
If the Company does not access its account for a period of three years, it will be terminated by AOne without further notice. After the date of termination, AOne will use the accounts and/or address information the Company provided to try to send the Company any funds that AOne is holding in custody for the Company. If that information is not correct, and AOne is unable to complete the payment to the Company, its funds will be subject to the laws applicable to unclaimed property and monies.
19. Remedies and AOne’s Right to Collect from the Company
19.1 If any of the following events occur:
a) the Company commits a breach of any of the terms of this Agreement as provided herein;
b) AOne is unable to verify or authenticate any information provided by the Company to AOne and the Company refuses to co-operate or assist AOne to verify and authenticate such information;
c) AOne believes with reasonable cause that the Company’s account or activities pose a significant credit or fraud risk to AOne;
d) AOne believes with reasonable cause that the Company’s actions may cause financial loss or legal liability for AOne or its users; or
19.2 In addition thereto, AOne reserves the right to hold the funds beyond the normal distribution periods for transactions it reasonably deems suspicious to ensure integrity of the funds.
19.3 If AOne closes the Company’s account pursuant to this Clause 19, AOne will notify the Company by giving a written notice and pay to the Company all of the unrestricted funds held in its AOne’s account. In addition thereto, AOne shall have a lien over the Company’s account and AOne shall set-off against the monies in such accounts held with AOne in respect of all sums due and owing to AOne pursuant to the terms of this Agreement.
The parties may not transfer any rights or obligations it may have under this Agreement without the prior written consent of the other party. This agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and permitted assignees.
21. Credit Report
The Company agrees that AOne may order and review the Company’s credit report with the sole purpose of assessing its fitness to hold a AOne account and/or its ability to use the Service or features thereof.
Each Party represents to the other that:
a) it has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby;
b) it has the rights, licenses, permits and power to perform all obligations incurred by it under this Agreement;
c) the execution, delivery and performance of this Agreement are duly authorized;
d) this Agreement has been duly executed and delivered by it and is a valid and binding obligation of it; and
e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or violate its constituent documents, any other contract or agreement to which it is a party, any applicable laws or any order or judgment of any court or governmental authority.
23. Information, Data Security and Protection
23.1 If AOne closes the Company’s account pursuant to this Clause 19, AOne will notify the Company by giving a written notice and pay to the Company all of the unrestricted funds held in its AOne’s account. In addition thereto, AOne shall have a lien over the Company’s account and AOne shall set-off against the monies in such accounts held with AOne in respect of all sums due and owing to AOne pursuant to the terms of this Agreement.
23.2 Each Party shall indemnify to the other for any breach of the Act which renders the latter liable for any costs, fines, claims or expenses howsoever rising.
23.3 Each Party shall take all reasonable steps to ensure that all its partners, contractors, employees or agents comply with this clause and the provisions of the Act where they are processing any of the personal data of the Customer.
23.4 The Company must ensure the security and confidentiality of the Customer’s information at all time and protect from any unauthorized access or the use of such confidential information that could result in substantial harm to the Customer and violation of the Standards.
24.1 All taxes and other charges imposed or to be imposed by the governments or such other competent authorities in respect of the provision of Service or in connection with this Agreement shall be borne by the Company and the Company shall reimburse and indemnify AOne for the payment of the same in respect of the provision of Service or in connection with this Agreement.
24.2 If as a result of the introduction of new laws, by-laws rules or regulations or the amendment of the existing laws, by-laws rules or regulations including but not limited to Goods and Services Tax (hereinafter referred to as “GST”) which may be levied by the Government of Malaysia, the parties hereto shall comply with the new laws and pay the GST at such rate as may be determined by the Government of Malaysia.
25.1 All notices, statements, demands, requirements or other communications and documents required or permitted to be given, served or delivered to any Party under this Agreement (hereinafter referred to as a “Communication”) shall be in writing in the English language and shall be either delivered by hand or sent by pre-paid certified or registered mail (airmail in the case of all international Communication), with return receipt requested, to that Party at its address stated below or sent by facsimile machine to its facsimile number stated below or to such other address or facsimile number as that Party may from time to time have notified the other Party as being its address or facsimile number for purposes of this Agreement to the exclusion of all previously applicable addresses and facsimile numbers. A Communication once given, served or delivered shall be irrevocable without the consent of the recipient, which may be given or withheld, in its absolute discretion.
If to AOne
Address : [59-1, Jalan PJU 5/21, The Strand, Kota Damansara, 47810 Petaling Jaya, Selangor]
Tel. No : [+6017-7105840]
Fax No. : [na]
E-mail : [firstname.lastname@example.org]
For the Attention of : [Dr Darren Gouk]
If to Company Address : [stated in AOnePay application form]
Tel. No : [stated in AOnePay application form]
Fax No. : [stated in AOnePay application form]
E-mail Address : [stated in AOnePay application form]
For the Attention of : [stated in AOnePay application form]
25.1 A Communication shall be deemed to have been given, served or delivered:-
a) if delivered by hand, upon delivery;
b) if sent by mail, after three (3) Business Days of postage;
c) if sent by facsimile machine, one hour after its transmission if such time is during business hours in the place of its receipt or, if it is not, on the opening of business on the next succeeding day in the place of its receipt, subject to its having in fact been received in legible form and with a copy thereof being sent by post;
d) if sent by electronic mail, twenty four (24) hours after e-mail is sent.
26. Force Majeure
26.1 Neither parties shall be liable for any cost or otherwise, for any delay and/or failure in the execution of their respective obligations hereunder if such cost, delay or failure is due to Force Majeure, which for the purposes of this Agreement shall mean any unforeseeable event or cause not within the control of the party affected which that party is unable to prevent, avoid or remove.
26.2 The events falling within Force Majeure include but are not limited to:-
a) war (whether declared or not), hostilities, invasion, armed conflict act of foreign enemy, riot, insurrection, strike, revolution or usurped power; and
b) acts of terrorism, sabotage or criminal damage; and
c) nuclear explosion, radioactive or chemical contamination or ionizing radiation; and
d) natural catastrophes including but not limited to earthquakes, floods and exceptionally inclement weather and subterranean spontaneous combustion; and
e) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds.
Provided that an event of Force Majeure shall not include economic downturn, non-availability or insufficient funds, or lack of financing on the part of the affected party to carry out its obligations under this Agreement.
26.3 If either party is prevented or delayed in the performance of any obligation under this Agreement by events of Force Majeure, the affected party shall give written notice thereof to the other Party within seven (7) days of the happening of such event, specifying the details constituting Force Majeure and the anticipated period during which such prevention, interruption or delay may continue.
26.4 Where possible the parties shall diligently mitigate or remove the effects of Force Majeure. Either party upon receipt of the notice of Force Majeure shall confer promptly with the other and agree upon a course of action to remove or alleviate such effect and shall seek reasonable methods of resuming full performance of its obligations and achieving the objectives under this Agreement.
27.1 Any waiver of any rights under this Agreement shall not be valid unless in writing and signed by a duly authorized representative of each Party.
27.2 Waiver by either party of any breach of the terms and conditions of this Agreement to be performed by the other party shall not be construed as waiver of any other breach of the same or any other terms or conditions.
28. Governing Law
This Agreement is governed by, and shall be construed in accordance with, the laws of Malaysia, and the parties hereby agree to submit to the non-exclusive jurisdiction of the Court of Malaysia.
Time is of the essence of this Agreement.
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