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TERMS & CONDITIONS FOR THE SUBSCRIPTION, ACCESS AND USE OF DUITCLOUD MARKETING TOOLS PRODUCTS AND SERVICES AND WEBSITE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU SIGN UP FOR THE SUBSCRIPTION OF DUITCLOUD MARKETING TOOLS PRODUCTS ("PRODUCTS"). BY ACCESSING THE WEBSITE AND UPON SUBMISSION OF ONLINE REGISTRATION FORM AND CLICKING THE "I ACCEPT" OR "I AGREE TO TERMS AND CONDITIONS" BUTTON, AND/OR USING OF THE PRODUCTS HEREIN, YOU AND/OR USER ARE DEEMED TO ACKNOWLEDGE AND AGREE TO BE BOUND BY ALL THE FOLLOWING TERMS AND CONDITIONS FOR THE USE OF THE PRODUCTS AND ACCESS TO THE WEBSITE PROVIDED BY DUITCLOUD OR ITS AFFILIATES ("DUITCLOUD"). IF YOU DISAGREE, CLICK ON THE BUTTON MARKED "I DISAGREE," AND YOU WILL NOT BE SIGNED UP FOR THE SUBSCRIPTION OF THE PRODUCTS. DUITCLOUD RESERVES THE RIGHT TO UPDATE OR REVISE THE TERMS AND CONDITIONS FROM TIME TO TIME. DUITCLOUD MAY GIVE NOTICE OF SUCH AMENDMENT TO YOU AND/OR USER IN SUCH MANNER AS DUITCLOUD DEEMS APPROPRIATE. CONTINUATION IN THE ACCESS OR USE OF THE PRODUCTS AND WEBSITE SIGNIFIES ACCEPTANCE OF THE CHANGES TO THE TERMS AND CONDITIONS WITH REGARDS TO THE PRODUCTS AND ITS USE.
Whereas you, particulars of which you have provided in the Online Registration Form hereinafter referred to as "the Customer") desires to subscribe the Products.
The Products as described in DuitCloud's website and made available through Duitcloud Personnel, DUITCLOUD authorized affiliates and resellers and online portals is either owned by DUITCLOUD or by its affiliates or other service providers. By registering and/or using the Products, Customer and/or User (as defined hereunder) is deemed to have acknowledged, accepted and agreed to be bound by all of the terms and conditions herein ("T&C").
Customer acknowledges that the Products are offered to the Customer on package basis comprising of all of the Products as more specifically described in Schedule 1 hereto. Customer further acknowledge that he is not oblige to subscribe for all of the Products if Customer intent to subscribe to the respective Product separately, in which case, Customer will have the option to subscribe to any of the Products from DUITCLOUD under a separate terms and conditions of subscription for any of the Products and in accordance with manner of application as may be prescribed by DUITCLOUD.
"Activation Date" means the date on which the Products and User Account (hereinafter defined) are activated for the Customer by DUITCLOUD;
"Agreement" means the Customer's agreement to subscribe for the Products in accordance with the T&C herein contained;
"Online Registration Form" means the online registration form accessible by Customer through DUITCLOUD's website or the website of its affiliates to which these T&C are attached requesting particulars from an applicant offering to become a Customer and furnishing the required and genuine information. The Online Registration Form and these T&C shall form the Agreement. DUITCLOUD shall be at liberty to adopt such other alternative registration form as it deems fit in which case, such alternative form and these T&C shall form the Agreement;
"Customer" or "User" under the Agreement shall mean an individual, corporate body or company, partnership or firm acceptable to DUITCLOUD or, any associations, government and/or non-government organization or, such other party as may be acceptable to DUITCLOUD, whose application for the subscription of the Products is accepted by DUITCLOUD and shall include his personal representative, successors and permitted assigns, as the case may be, and is synonymous with the term "subscriber" or "applicant" wherever used in other correspondence or documents;
"Minimum Subscription Period" means twelve (12) months' period that Customer must subscribe for the Products effective from the Activation Date or such other minimum period of subscription as may be mutually agreed in writing between the Customer and DUITCLOUD and stated in the Online Registration Form;
"Products" means all of the products as more specifically described in Schedule 1 hereto;
"Registration Date" means the effective date of the Agreement which is the date upon which DUITCLOUD approves the Customer's application for the Products or the date when Customer signifies his acceptance of the Agreement, as the case may be;
"Service Charges" means all charges payable by Customer to DUITCLOUD in relation to the provision of the Products as more particularly specified in DUITCLOUD's website and/or as provided in the Online Registration Form;
"Statement of Account" means any statement or bills or invoices issued from time to time by DUITCLOUD to the Customer in respect of any claim for Service Charges, expenses and damages due and payable by the Customer under the Agreement;
"Licence Terms and Conditions of Use" means the terms and conditions as imposed by any service provider of any of the Products and applying to the Customer's right and use of the relevant Products, and/or as may be viewed by Customer through DUITCLOUD's website and/or its affiliates or the relevant service provider's website or at such other link as may be advised by DUITCLOUD from time to time. Unless otherwise expressly provided under the Agreement or unless the context otherwise requires, provisions of the License Terms and Conditions of Use for the relevant Products shall be deemed incorporated in the Agreement and accepted by Customer; and
"User Account" means an account under the name of the Customer in relation to the Products subscribed by the Customer.
In these T&C, except where the contrary intention appears:-
(a) a document includes all amendments or supplements to that document;
(b) a reference to a statute, ordinance, regulations, code or other law and other instruments under it, shall include any statute, ordinance, regulation, code and other law consolidating, amending, re-enacting or replacing of any of them from time to time relating thereto or in connection therewith. Reference to sections or terms defined in a statute, ordinance, code or other law or instrument includes reference to corresponding sections or defined terms in consolidated or replacement statute, ordinance, code or other law or instrument;
(c) a reference to a person includes a firm, body corporate, unincorporated association or an authority;
(d) a reference to a person includes the person's executors, administrators, successors, substitutes (including, without limitation, persons taking by novation), and assigns;
(e) if the day on which the payment of money falls due is not a business day, the due date shall be deemed to be the next business day and any reference to acts that have to be done or to be done by or on or before a particular day or business day means by or on or before the close of business at 5.00pm on that particular day or business day;
(f) where a word or phrase indicates an exception to any of the provisions of these terms and conditions and a wider construction is possible, such word or phrase is not to be construed ejusdem generis with any foregoing words or phrases and where a word or phrase serves only to illustrate or emphasise any of the provisions of these T&C, such word or phrase is not to be construed, or to take effect as limiting the generality of such provision;
(g) any reference to "writing", or cognate expressions, includes any communication effected by facsimile transmission, electronic mail or other comparable means;
(h) any reference to "pay", or cognate expressions, includes payments made in cash or effected through interbank transfer to the account of the payee, giving the payee access to immediate available, freely transferable, cleared funds; and
(i) headings are included for convenience and do not affect the interpretation of these T&C.
DUITCLOUD agrees to provide, and Customer agree to subscribe, the Products in accordance with the Agreement and the relevant specific terms for the relevant Products as specified in Schedule 1 hereto.
Customer agrees to subscribe for the Products for at least the Minimum Subscription Period effective from the Activation Date. Customer understands that after the end of the Minimum Subscription Period, the Customer's subscription will be auto-renewed unless Customer or DUITCLOUD elects to terminate the subscription by a thirty (30) days' prior written notice prior to the expiry of the Minimum Subscription Period.
5.1 Agreement shall be effective as at the Registration Date and shall remain valid and effective unless terminated in accordance with the Agreement.
6.1 The Service Charges for the subscription of the Products are more particularly specified in DUITCLOUD's website and/or the Online Registration Form, as the case may be. DUITCLOUD may vary the Service Charges from time to time in consequence of any increase in payment and other cost that DUITCLOUD will pay to the relevant service providers as result of foreign exchange exposure or loss due to global market condition or for any other reasons DUITCLOUD deemed appropriate during or after the Minimum Subscription Period (if any) by giving Customer new rate & terms.
7.1 Customer understands that certain Products made available to Customer for subscription will be subject to the Licence Terms and Conditions of Use as determined by the relevant service providers from time to time. Customer agrees and acknowledges that:
(a) Customer subscription and use of the relevant Products is conditional on Customer's acceptance of and compliance with the Licence Terms and Conditions of Use, where applicable including but not limited to terms governing privacy and the handling of Customer's data as determined by the relevant service providers or upon such amended terms and conditions as may be determined by the relevant service providers from time to time;
(b) the Licence Terms and Conditions of Use may be amended from time to time by the relevant providers. DUITCLOUD or the relevant service providers may cancel Customer's right to use any of the Products if Customer do not accept any amended Licence Terms and Conditions of Use;
(c) Where DUITCLOUD is merely license to sell specific Products, DUITCLOUD does not make any warranties with respect to the Products and the only warranties, if any, available to Customer are the standard applicable warranties by the relevant service providers unless otherwise expressly provided under these T&C DUITCLOUD. To the extent permitted by applicable laws, the relevant service providers or its affiliates or its suppliers disclaim all warranties and any liability for any damages, whether direct, indirect or consequential, arising from the sale, use or support of the Products;
(d) Customer are not permitted to remove, modify or obscure any copyright, trade mark or other proprietary notice contained in any licensed software of the Products;
(e) The relevant service providers may receive and use any information relating to Customer in order to provide the Products for use to Customer. DUITCLOUD may be required to keep records of and provide details relating to Customer's use of the Products to the relevant service provider and Customer authorises DUITCLOUD to do so;
(f) the service level agreement applicable for the subscription by Customer for the Products and that may be made available to Customer by DUITCLOUD shall be equal to the current service level agreement applicable for the Products, as may be made available by the relevant service providers;
(g) it has the necessary rights to any data, software programs or services that it uses in connection with the access and use of the Products and that the use and any activities in connection thereof do not infringe the intellectual property or other proprietary rights of any third party;
(h) access and use of the Products by Customer will not violate the rights of any third party or purporting to subject DUITCLOUD or the relevant service providers to any other obligations to Customer or any third party and that such access or use shall solely be in a manner that comply with all applicable laws and regulations;
(i) DUITCLOUD may cancel Customer right to use the Products at any time, for example, if the licence granted to DUITCLOUD by the relevant service providers ends;
(k) the benefit of the provisions of these T&C are not only for DUITCLOUD but also for the relevant service providers, its affiliates, licensors and suppliers and that each of them is entitled in its own right to require the performance of any of the provisions herein; and
(l) any additional terms that relevant service providers identifies in any guide for DUITCLOUD and required to be flowed down to Customer shall be applicable and binding upon the Customer.
7.2 Where Customer source any software or product Customer wish to use in conjunction with the Products, Customer is responsible for ensuring that Customer obtain all necessary approvals and licences to authorise Customer to use the software or product in conjunction with the Products and comply with all terms applying to use of that software or product.
8.1 In using the Products, Customer agrees and undertakes and must:
(a) comply with and not contravene any and all applicable laws and regulations of Malaysia, whether relating to the Product or otherwise including but not limited to the Communications and Multimedia Act 1998;
(b) comply with any rules imposed by any third party whose content or services Customer access using the Products or whose network Customer's data traverses;
(c) comply with License Terms and Conditions of Use or use policy for the Products as imposed by the relevant service providers;
(d) not infringe any person's intellectual property rights (such as by using, copying or distributing data or software without the permission of the owner);
(e) not perform any performance or stress testing on the Products without prior written approval from DUITCLOUD;
(f) not attempt any penetration or security testing without prior written approval from DUITCLOUD; and
(g) obtain and maintain current licensing for all third parties owned software Customer use in conjunction with the Products.
8.2 Customer further acknowledges that:
(a) the Products may rely for its operation on services or products supplied by third parties, who are not controlled or authorised by DUITCLOUD;
(b) DUITCLOUD and the relevant service providers does not warrant that the Products are free from error or interruption; and
(c) DUITCLOUD does not exercise any control over, authorise or make any warranty regarding:
(i) Customer's right or ability to use, access or transmit any content (whether error free, in time, or at all) using any of the Products;
(ii) the accuracy or completeness of any content which Customer may use, access or transmit using any of the Products;
(iii) the consequences of Customer using, accessing or transmitting any content using any of the Products, including without limitation any virus or other harmful software; or
(iv) any charges which any of the service providers or any third party may impose on Customer in connection with Customer's use of any of the Products.
8.3 Customer shall be responsible for providing any security or privacy measures for Customer's computer networks and any data stored on those networks or accessed through the Products. DUITCLOUD will incur no liability to Customer in relation to any loss, damage, costs or expenses suffered or incurred by Customer as a result of Customer's failure to provide that security or privacy measures.
8.4 Customer indemnify DUITCLOUD for all losses suffered by DUITCLOUD as a result of any claim by a third party relating to Customer's data, the use by Customer of any software in connection with the Products or Customer's use of the Products.
9.1 The Customer shall not:
(a) use the Products for any unlawful purpose including without limitation for any criminal purposes;
(b) use the Products to send unsolicited electronic messages or any message which is obscene, threatening or offensive on moral, religious, racial or political grounds to any person including a company or a corporation;
(c) infringe any intellectual property rights of DUITCLOUD, its related companies and subsidiaries or any third party;
(d) share the Products with any person including a company or corporation without the prior written approval of DUITCLOUD and shall use the Products only for the purpose for which it is subscribed; and
(e) resell or sublet the Products to any third parties without prior written consent from DUITCLOUD or reverse engineer, decompile or disassemble the Products or use of the Products in any manner, which in the opinion of DUITCLOUD or any of the service providers may adversely affect the use of the Products by other customers or efficiency or security as a whole.
10.1 The Customer shall be responsible for maintaining the confidentiality of his ID, username, passwords, if any, (including without limitation changing his passwords from time to time) and shall not reveal the same to any other person. Where user identification is necessary to access the Products, the Customer shall use only his user identification.
10.2 The Customer shall report to DUITCLOUD within twenty four (24) hours if the User Account, user identification or password is stolen or lost. Until such report has been made, the Customer shall be responsible for all transactions and access to the Products using the Customer's User Account, user identification or password by any third party whether or not authorize by the Customer and DUITCLOUD shall not be held responsible for any prohibited and/or unauthorized use of the Products as provided in the Agreement.
10.3 The Customer shall only use the Products for lawful purposes. Transmission of any material in violation of any international, federal, state or local laws or regulations is prohibited. These included, but shall not be limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. These also included links or any connection to such materials.
10.4 The Customer shall not use DUITCLOUD's website or the relevant service providers' website, Products and/or content available in the website or other website made available to, directly or indirectly, interfere or attempt to interfere with :-
(a) the proper working of the website and/or Products; or
(b) other party's use or enjoyment of the website and/or Products.
11.1 Except as otherwise stated herein, all rights, title and interest in and to DUITCLOUD"s website or the website of its affiliates or any of the service providers" website accessible to the Customer for the purpose of the provision of the Products is owned by DUITCLOUD or the relevant service providers and/or their respective affiliates.
11.2 The Customer agrees and acknowledges that all proprietary rights of its website and other intellectual property rights displayed in the website are the property of DUITCLOUD or the relevant Service Providers or their respective affiliates, as the case may be, and where applicable, third party proprietors as identified in the website or as agreed between DUITCLOUD and the third party. Hence, no right or license is granted directly or indirectly to any party accessing the website to use or reproduce any such proprietary content, trademarks, Products' marks, brand names, logos and other intellectual property and no party accessing the website can claim any right, title or interest therein.
11.3 Any uploaded materials or content in the website belong to the person who lawfully uploaded such material or content in the website.
11.4 The content and / or the Products owned, operated, licensed or controlled by DUITCLOUD or any of the service providers shall not be copied, reproduced, republished, uploaded, posted, transmitted, altered or distributed in any manner without the written consent of DUITCLOUD. Further, Customer also may not, without prior consent from DUITCLOUD, mirror or frame all or any part of its website on any other server or as part of any other website(s).
11.5 The Customer acknowledges and agrees that the Products and any necessary software used in connection with the Products contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
11.6 The Customer further acknowledge and agree that content contained in information presented to the Customer through the Product s is protected by copyrights, trademarks, Products" marks, patents or other proprietary rights and laws.
11.7 Except as expressly authorised by DUITCLOUD, the Customer agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Products, in whole or in part.
12.1 Without prejudice to any other rights or remedies and notwithstanding any waiver by DUITCLOUD of any previous breach by the Customer, DUITCLOUD may suspend the use or availability of the Products for a period determined by DUITCLOUD in its sole discretion in the event that:
(a) the Customer fails to comply with any of the terms as herein contained;
(b) any scheduled or unscheduled outages occur which cause interruption to the Products including but not limited to maintenance of DUITCLOUD"s equipment or systems;
(c) DUITCLOUD has reasonable suspicion that all and/or any part of the Products are involved in fraudulent activities; or
(d) due to whatsoever reason(s), DUITCLOUD decides to conduct telecommunication fraud preventive actions.
12.2 In the event of any suspension of the Products by DUITCLOUD in accordance with Clause 12.1(a) and (b) hereof, DUITCLOUD may if it deems appropriate at it sole discretion and upon such terms, as it deems proper make available of the Products, in which event the Products and the Agreement shall continue in effect as if the Products had not been suspended.
13.1 Without prejudice to any other rights or remedies of the parties under the Agreement or at aw, either party may terminate the Agreement if :-
(a) the other party breaches any term, condition, undertaking or warranty under the Agreement and such breach remain unremedied for a period of seven (7) days after receipt of the written request to remedy the same;
(b) the other party becomes bankrupt or enters into any composition or arrangement with or for the benefit of creditors or either party or allow any judgment against either party to remain unsatisfied for the period of twenty-one (21) days; or,
(c) any event of Force Majeure occurs as specified in Clause 20 hereof, which continues for a period of more than seven (7) days.
13.2 Without prejudice to any other rights or remedies of DUITCLOUD under the Agreement or at law, DUITCLOUD may terminate the Agreement by giving the Customer seven (7) days notice, in writing, if the Customer:
(a) fails to comply with DUITCLOUD's policy(ies) and/or instruction(s) communicated to the Customer from time to time, in writing; or,
(b) is in breach of any provisions under Communications and Multimedia Act 1998 or any other rules, regulations, by-laws, acts ordinances or any amendments to the above.
13.3 Notwithstanding the above, DUITCLOUD may terminate the provision of the Products under the Agreement immediately, without penalty and liability, if:
(a) the Customer fails to comply with the terms of the Agreement, and DUITCLOUD, in its sole discretion is of the opinion that such breach shall not be tolerated; or
(b) the Customer provided false or incomplete information to DUITCLOUD; or
(c) if DUITCLOUD's right to resell any of the Products is terminated by the relevant service providers or proprietor for any for any reason whatsoever.
13.4 Such termination, as hereinbefore mentioned in Clauses 13.2 and 13.3, shall not prejudice the right of DUITCLOUD to recover all charges, cost, and interests due and any other incidental damages incurred thereto.
13.5 DUITCLOUD shall not be liable to the Customer for any claim for damages or costs of any nature whatsoever arising out of discontinuance of the Products or termination or expiration of the Agreement in accordance with its term including but not limited to any claim for loss of profits or prospective profits or for anticipated loss.
14.1 The Products are provided on an "as is" basis. DUITCLOUD makes no warranty of any kind, either expressed or implied, and expressly disclaims all implied warranties, including, but not limited to warranties of accuracy, completeness and reasonableness of the Product for a particular purpose of the Customer.
14.2 DUITCLOUD shall not be liable to the Customer for any loss or any damages sustained by reason of any disclosure, inadvertent or otherwise in any information concerning the User Account particulars unless as a result of its gross negligence.
14.3 While every care is taken by DUITCLOUD in the provision of the Products, DUITCLOUD shall not be liable for any loss of information howsoever caused whether as a result of any interruption, suspension, or termination of the Products or otherwise, or for the contents accuracy or quality of information available, received or transmitted through the Products.
14.4 DUITCLOUD's entire liability and the Customer's sole and exclusive remedy under the Agreement for claims, losses or damages, regardless of the form of action and whether the liability arises in contract, tort, negligence and strict liability, breach of warranty or otherwise, will be limited to direct damages in an amount that does not exceed the total net payments payable by the Customer under the Agreement during the three (3) months preceding the month in which the loss or damage occurred provided further that the limit on direct damages applies to each claim individually and to all claims in the aggregate during any three(s) month period.
14.5 DUITCLOUD will not be liable to the Customer for any incidental, consequential, reliance, special or other indirect damages, including lost profits, business, goodwill or anticipated revenue, loss of data, downtime or business interruption, or increased cost of operations, or for exemplary or punitive damages arising out of or related to the Agreement or the Products whether or not such party has been advised of the possibility of such damages.
14.6 Each party acknowledges that the disclaimers of warranties, limitations of liability, and limitations of remedies in these T&C fairly allocate risks between them.
The Customer undertakes and agrees to indemnify, save and hold harmless DUITCLOUD at all times against all actions, claims proceedings, costs, losses and damages whatsoever including but not limited to libel, slander or infringement of copyright or other intellectual property rights or death, bodily injury or property damage howsoever arising which DUITCLOUD may sustain, incur or pay, or as the case may be, which may be brought or established against DUITCLOUD by any person including a company or corporation whomsoever arising out of or in connection with or by reason of the operation, provision or use of the Products under and pursuant to the Agreement and which are attributable to the act, omission or neglect of the Customer, his servants or agents.
Except as expressly provided herein, either party shall not at any time communicate to any person any confidential information disclosed to him for the purpose of the provision of the Products or discovered by him in the course of the provision and performance of the Products. For the avoidance of doubt, DUITCLOUD may disclose any confidential information in regards to the Agreement to its affiliates or the relevant service providers or proprietor of the Products in its ordinary course of business and/or on need to know basis or as expressly provided herein, as the case may be.
The Customer shall comply with and not to contravene any and all applicable laws and regulations of Malaysia relating to the Products or otherwise, including but not limited to Communications and Multimedia Act 1998 and its subsidiary legislation, other Acts of Parliament, local by-laws, rules and regulations issued by relevant government bodies and/or authorities.
Neither party shall transfer or assign its rights or obligations here under in whole or in part without the prior written consent of the other party, which consent, shall not be unreasonably withheld.
Notwithstanding the aforesaid, DUITCLOUD may assign all or any part of its rights and obligations hereunder or its rights, interest or obligations for the provision of the Products at any time to any of its affiliate which can sufficiently execute the obligations under the Agreement.
19.1 Any notice, approval, request or demand required or permitted to be given pursuant to the Agreement or any communication between the parties with respect to the provision of the Product shall be in writing, in English and/or Bahasa Malaysia and shall be deemed to have been sufficiently served or duly given to party's address specified in the Online Registration Form, or at such other address as either party may specify in writing:-
(a) when duly given or delivered personally to the party for who intended;
(b) seven (7) days following the date of posting into the mail; and
(c) facsimile or electronic mail or other means of telecommunication in permanent written form.
19.2 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. Notices and invoices given by email will be deemed to have been received when the log generated by the sender's computer or email server or equivalent, evidences the email being sent and/or the email was acknowledged either by a delivery receipt or otherwise, provided that if the email does not get sent on a working day at the place to which it is addressed, the notice will be deemed to be delivered on the following working day.
20.1 If either party is temporarily unable by reason of Force Majeure or the laws or regulations of Malaysia to meet any of its obligations under the Agreement, and if such party gives to the other party written notice of the event within seven (7) days after such occurrence the obligations of the party as it is unable to perform by reason of the event shall be suspended for as long as the disabling situation continues.
20.2 In the event of a Force Majeure situation which hinders any party in the discharge of its respective obligations under the Agreement, the party claiming to be affected thereby shall promptly notify the other party giving the estimated extent and duration of such inability to perform its obligations hereunder and other reasonable full particulars and shall use its best endeavours to remedy the situation and the parties shall consult each other with respect to the appropriate measures to be taken.
20.3 The performance of any obligation or obligations suspended while Force Majeure is operative shall be resumed as soon as such Force Majeure event ceases. Any loss or damage or delays in, or failure of performance by either party hereto shall not constitute default hereunder or give rise to any claims for damages or loss of anticipated profits, if and to the extent that such loss, damage, delay or failure is caused by Force Majeure.
20.4 The term "Force Majeure" as employed herein shall include but not limited to acts of God, strike, lockouts or other industrial disturbances, wars, insurrection, epidemics, landslides, earthquakes, storms, lightning, floods, civil disturbances, explosions, and any other similar events not within the control of either party and which by the exercise of due diligence neither party is able to overcome.
Except as may be expressly agreed in writing between the parties (under such express terms as are agreed), all trade and service marks, inventions, patents, copyrights, registered designs, design rights and all other intellectual property rights shall, be and remain in the ownership of the relevant party. Nothing herein shall confer or be deemed to confer on either party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other. Each party shall, in the performance of the Agreement, indemnify and keep the other indemnified from and against any losses, damages, cost and expenses, including legal fees, which may be incurred or suffered by the assertion of any intellectual property rights by third parties and/or in any claim or action instituted for or arising from any infringement of any intellectual property rights. A party indemnified under the Agreement shall give the indemnifying party (a) prompt written notice of any claim, (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information.
DUITCLOUD does not make any representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
These T&C shall be governed by and construed in accordance with the laws of Malaysia and no suit or other proceeding relating hereto shall be brought or filed in any court other than a court of competent jurisdiction in Malaysia, which shall have non-exclusive jurisdiction to hear and determine all suits or proceedings arising out of the Agreement.
23.1 All disputes, controversies or differences which may arise between the parties out of, in relation to, or in connection with, the Agreement or breach thereof, shall be amicably settled by the parties, failing which the same shall be referred to arbitration under the Rules for Arbitration of the Kuala Lumpur Regional Centre for Arbitration which Rules are deemed to be incorporated by reference into this clause.
23.2 Notwithstanding Clause 23.1 above, the Customer agrees that DUITCLOUD shall have the exclusive right, at its sole option and for its benefit, to refer any dispute or difference arising out of or in connection with the Products or the Agreement including any question regarding its existence, validity or termination to the exclusive jurisdiction of the Courts of Malaysia.
23.3 For the avoidance of doubt, the right of DUITCLOUD to refer any dispute or difference to the exclusive jurisdiction of the Courts of Malaysia in Clause 23.2 above shall be exercisable even if the Customer has or has purported to commence arbitration proceedings under Clause 23.1 and is also exercisable in respect of such arbitration proceedings as are commenced or purported to be commenced. Where DUITCLOUD has elected to refer any such proceedings to the exclusive jurisdiction of the Courts of Malaysia under this clause, the parties shall take all steps and do all necessary to ensure that any arbitration proceedings so initiated are stayed in favour of the legal proceedings.
23.4 For the avoidance of doubt, the right of DUITCLOUD to exercise the option in Clause 23.2 arises each time there is a dispute or difference that is covered by Clause 23.1 and Clause 23.2 and shall not be fettered by any previous election made under Clause 23.2 and/or Clause 23.3.
24.1 Save as otherwise provided in the Agreement, the parties undertake to each other that the parties shall comply with all the tax requirements applicable to each party as set out by the relevant tax authorities of the parties" relevant jurisdiction. The parties agree that each of the parties shall be responsible for and shall pay at its own expense all taxes (direct or indirect), duties, excess, levy of any kind based on income, turnover, value of services, quantum of measurement or otherwise arising in their respective jurisdiction and applicable to each of the parties in performing their obligations under the Agreement.
24.2 Customer shall be responsible to pay any service tax or the like imposition chargeable for the Products.
Where Sales and Services Tax ("SST") is applicable to any supplies or services provided by DUITCLOUD under the Agreement, the applicable rate of SST will be charged on the amount payable for the supply or services. The consideration of such supply or services will be increased by an amount calculated as:
A x R
A is the amount of consideration payable for the supply or services; and
R is the applicable rate of SST
If DUITCLOUD is liable for SST as contemplated above then DUITCLOUD shall provide to Customer information that may be reasonably required to establish its liability for GST and do such things and provide such information and documents as may reasonable be required by the Customer to claim an input tax credit under the law applicable to GST and where a taxable supply has been made and consideration charged but the applicable GST has not been charged, DUITCLOUD shall issue a tax invoice to the Customer for the increase in the consideration required in accordance with the law applicable to SST. Where the supply or services under the Agreement is made before the implementation date of the SST, then no SST shall be payable by the Customer.
25.1 Terms Of Agreement
The term of this Agreement will begin upon the DUITCLOUD acceptance of the Affiliate and will end when terminated by either party. Either the Affiliate or the DUITCLOUD may terminate this Agreement, at any time, and for any reason by giving the other party written Notice of Termination. Upon termination, the Affiliate agrees to immediately cease using, and remove from their Promotions, Website, all link materials, trademarks, logos, and all other materials that DUITCLOUD may have provided the Affiliate to use in connection with the Program.
As an Affiliate, you are not an employee of DUITCLOUD, you're an independent contractor. You have to take care of paying any applicable taxes on income you earn from Affiliate Commissions. As an independent contractor, you cannot make decisions for DUITCLOUD.
The relationship between DUITCLOUD and Affiliate established by this Agreement is that of independent businesses in a contract, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between Affiliate and DUITCLOUD. DUITCLOUD and Affiliate shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.
The term "Affiliate" shall not be interpreted as a legal partner or affiliate, simply as an independent business doing marketing for DUITCLOUD under this agreement. Affiliates are NOT employees of DUITCLOUD, and are responsible for their own local, state, or country taxes. Affiliate understands that Affiliate does not have authority to make or accept any offers or make any representations on behalf of DUITCLOUD. Affiliate shall not misrepresent DUITCLOUD products or services.
25.2 Referral Commissions
DUITCLOUD agrees to pay referral commissions in the sum as advertised on DUITCLOUD's website. Commissions are given only on confirmed referral sales only. Confirmed sales shall mean successful transaction which results to DUITCLOUD receiving the transaction from the purchaser of the materials within a reasonable time. If DUITCLOUD finds that the transacting sale is not received within reasonable time, DUITCLOUD has the right to withhold those payments until that transaction has been cleared by the purchaser. This includes but not limited to clearing of cheques, money orders, postal orders, Paypal transactions and more. Any refunds by the purchaser of the materials will result to commissions being rejected by DUITCLOUD.
25.3 Payment Terms
Payment Frequency - DUITCLOUD agrees to pay the Affiliate within FIVE (5) days after the end of each payment period for all confirmed referral commissions earned during the prior 2 weeks, less any amount DUITCLOUD determines in its sole discretion, was not validly earned from improper use of the Program. Commission shall be calculated from 0800 Monday to 0759 Monday two weeks after that.
Payment Method - DUITCLOUD agrees to pay the Affiliate via direct bank-in to the Affiliate's bank account. The Affiliate is responsible to provide DUITCLOUD his/her bank account details via form submission during affiliate registration. Any bank charges will be deducted from the Affiliate's outgoing payments. The Affiliate is responsible in informing DUITCLOUD of any changes to the banking details. In the event that the Affiliate fails to provide these details, DUITCLOUD will with-hold those funds until the next payment cycle. DUITCLOUD also reserves the right to pay the Affiliate via any other means at its sole discretion.
25.4 Obligations of Affiliate
DUITCLOUD reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
25.5 Selfbuy Purchases
Affiliates are not allowed to purchase for their own selves and earn commissions out of it. DUITCLOUD reserves the right to reject any commissions that it feels falls under this category.
DUITCLOUD make every effort to ensure that it accurately represent these products and services and their potential for income. Earning and Income statements made by DUITCLOUD and its customers are estimates of what DUITCLOUD think you can possibly earn. There is no guarantee that you will make these levels of income and you accept the risk that the earnings and income statements differ by individual.
As with any business, your results may vary, and will be based on your individual capacity, business experience, expertise, and level of desire. There are no guarantees concerning the level of success you may experience. The testimonials and examples used are exceptional results, which do not apply to the average purchaser, and are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual's success depends on his or her background, dedication, desire and motivation.
There is no assurance that examples of past earnings can be duplicated in the future. DUITCLOUD cannot guarantee your future results and/or success. There are some unknown risks in business and on the internet that DUITCLOUD cannot foresee which can reduce results. DUITCLOUD is not responsible for your actions.
The use of DUITCLOUD information, products and services should be based on your own due diligence and you agree that DUITCLOUD is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of DUITCLOUD information, products and services.
While every attempt has been made to verify the information on this web site and the product being sold, neither the product owners, distributors, agents or publishers assume any responsibility for any error, inaccuracies, and or omissions or assume any responsibility or liability whatsoever on behalf of any purchaser or reader of these materials. Any slight on people, organisations, companies or products are unintentional. The income statements and examples on this website are not intended to represent or guarantee that everyone will achieve the same results. Each individual's success will be determined by his or her desire, dedication, marketing background, effort and motivation to work and follow the program. There is no guarantee or duplicate results stated here. You recognise any business endeavour has inherent risk for loss of capital.
The Customer undertakes to inform DUITCLOUD of any change of the Customer's information provided earlier to DUITCLOUD within three (3) days of such changes. Failure by the Customer to notify DUITCLOUD of such changes shall be a waiver of the Customer's right including the right to be notified under the Agreement.
Failure by either party to exercise any of all its rights, powers, privileges or remedies under the Agreement or any single or partial exercise of a right, power, privilege or remedy, shall not act as a waiver of such rights, powers, privileges or remedies and such rights, powers, privileges or remedies may be exercised with or without having to wait for the occurrence or re-occurrence of a similar or any other event giving rise to such rights, powers, privileges or remedies. Without limiting the foregoing, no waiver by any party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision of the Agreement (all of which are several and cumulative and are not exclusive of each other) or of any other rights or remedies otherwise available to a party at law or in equity. Any waiver by any party hereto of a breach or default of any provisions in the Agreement shall be in writing.
If one or more of the provisions of the Agreement shall be invalid, illegal or unenforceable under any applicable law or decision, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way and such invalid, illegal or unenforceable provision(s) shall be deemed deleted. Each party shall, in any such event, execute such additional documents as the other party may reasonably request in order to give valid, legal and enforceable effect to any provision, which is determined to be invalid, illegal or unenforceable, to the extent permitted by law. If any provision shall be void, illegal or unenforceable but would be valid and enforceable if read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.
Time for the performance of the obligations under the Agreement, whenever mentioned shall be of the essence. Where the time limited for any person to do anything expires on a Saturday, Sunday, or other public holiday, or on the day next following any such day, then such Saturday, Sunday or other public holiday shall be excluded from the computation of the time.
The Agreement shall be deemed to be and constitutes the final and entire agreement between the parties with respect to its subject matter, and supersedes all prior written and oral agreements, promises, understandings, statements and representations regarding its subject matter.
The Agreement shall be binding on the parties hereto and their respective personal representative, administrator, permitted assigns or assigns and successors, as the case may be.
The stamp duty (if any) payable on the Agreement or in connection with the Products shall be borne by the Customer.
34.1 The Customer hereby warrants that:
(a) he has the legal capacity to enter into the Agreement and is not a minor; and
(b) if the Customer is a body corporate, it has the required corporate authority to enter, execute and be bound by the Agreement.
34.2 The Customer acknowledges that:
(a) he has read and fully understood all the terms and conditions herein upon signing the Online Registration Form and agrees to be bound by the same upon DUITCLOUD accepting the application;
(b) the details and documents provided to DUITCLOUD together with the Online Registration Form are true, genuine and contain the latest information and allow DUITCLOUD to conduct independent verification of the same with any organization or body.
34.3 Notwithstanding the above, DUITCLOUD reserves the right to reject the application or require the Customer to furnish details or documents as DUITCLOUD deems fit and necessary without assigning any reason whatsoever.
DO NOT use our services to send any sort of spam communications! SPAM shall include, but is not limited to, the sending of any electronic mail message with the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose). The term `commercial electronic mail message' does not include a transactional or relationship message. DO NOT include ANY reference to DUITCLOUD, in any such correspondence.
In addition, DO NOT use the DUITCLOUD name or brand in any type of correspondence to third party mailing or 'opt in' lists, harvested email lists, safelists, newsgroups, forums, "faxblasts", or any other form of communication that has been labeled as SPAM.
Any DUITCLOUD member/affiliate/user that uses SPAM in any relation with the DUITCLOUD website shall have their memberships terminated immediately, will forfeit any affiliate commissions and will be held both legally and financially responsible for their actions.
Any SPAM complaints and abuses must be reported to email@example.com for further action to be taken.
Description of the Products and Additional Terms and Conditions of Use
DUITCLOUD is a suite of marketing and promotion products and services that is available online and offered to the Customer through a single portal. DUITCLOUD suite of products and services benefits the Customer by assisting them to earn additional income online using the products and services that are provided to that Customer. Some of the products but are not limited to includes software(s), mobile applications, PDF E-Books and others. The products are provided with resell rights for the customer to sell and make additional income out of it. DUITCLOUD products are not investment related products and does not guarantee any fixed returns to the Customer. If you would like to resell more products on the “Customer Portal”, you will need to purchase additional license for rights to resell. For example, if you would like to resell 10 units of each of the products available in the portal, you will need to purchase 10 license for rights to resell.