Agreement between MesraRehat and Providers

We, Mesra Rehat Sdn.Bhd. [Company No: 202101042754 (1443054-W)] own and operate this website.

WHEREAS:

1. This website provides the platform for the supply of goods and services by you (as defined below). 

 

1. You (as defined below) agree to advertise on our website and supply goods and services to the user (as defined below) coming to our website based on the following terms and conditions.

 

  NOW, THEREFORE, in consideration of the mutual covenants herein, it is agreed as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1. Definitions

 

In this Agreement, the following words and expressions shall have the following meanings unless the context otherwise requires:

 

‘Activities’	means the advertisement for the Supplies (as defined below) on our website
‘Administrative Fees’	means 15% of the Fees (as defined below) paid to us for providing this website for the Activities
‘Complaint Period’	means within ten (10) days after you provide the Supplies for the Order
‘Extended Period’	means within thirty (30) days after you originally should provide the Supplies for the Order
‘Fees’	means the total monies paid by the User (as defined below) for the Order (as defined below)
‘Intellectual Property’	means copyright, rights in inventions, patents, know-how, trade secrets, trademarks, trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, mask works, utility models, domain names and all similar rights in the materials supplied by you for the Activities
‘Net Fees’	means the balance of Fees after deducting Administrative Fees and Service Fees (if applicable);
‘Order’	means the order placed by the User (as defined below) for the Supplies (as defined below)
‘Parties’	means the parties to this Agreement and ‘Party’ shall mean, as the context requires, either one of them;
‘Service Fees’	means 5% of the Fees;
‘Supplies’	means supplies of goods or services by you (as defined below) to the User (as defined below)
‘User’	means the person or entity who receives the Supplies from you ( as defined below)
‘We, us, or our’ ’	means us
‘You or your’	means the person or entity who provides the goods or services to the User

 

1. Interpretation

 

In this Agreement, unless the context otherwise requires:

 

1. recitals, headings, and underlinings are for convenience only and do not affect the interpretation of this Agreement;

 

1. words importing the singular include the plural and vice versa;

 

1. words importing a gender include any gender;

 

1. an expression importing a natural person includes any corporation or other body corporate, partnership, association, public authority, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking;

 

1. a reference to a party in a document includes that party’s successors and permitted assigns;

 

1. any warranty, representation, undertaking, indemnity, covenant, or agreement on the part of two or more persons binds them jointly and severally;

 

1. a reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended, or re-enacted and shall include all by-laws, instruments, orders, rules, and regulations made thereunder;

 

1. all schedules, attachments, and annexures hereto (if any) form part of this Agreement but in the event of any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the clauses of this Agreement priority and precedence over the provisions contained in the schedules, attachments, and annexures (if any) of and to this Agreement.

 

1. the word ‘include’ or ‘including’ shall be deemed to be followed by ‘without limitation’ or ‘but not limited to’ whether or not it is followed by such phrases or words of like import;

 

1. any reference to a date or time is a reference to that date or time in Malaysia;

 

1. where the day on or by which anything is to be done is a Saturday, Sunday, or a public holiday in the place in which that thing is to be done, then that thing shall be done on the immediately preceding business day;

 

1. the words ‘Ringgit Malaysia’ and the symbol ‘RM’ shall be construed as the lawful currency of Malaysia;
2. any reference to ‘writing’ or cognate expressions includes a reference to electronic communication, telex, cable, or comparable means of communications;

 

1. any agreement, notice, consent, approval, disclosure, or communication under this Agreement shall be in writing;

 

1. words denoting an obligation on a party to do an act, matter, or thing includes an obligation to procure that it be done, or words placing a party under a restriction include an obligation not to permit an infringement of the restriction;

 

1. references to a document shall include references to any sort of document whether paper or paperless and expressed or described on any substance either with alphabets, figures, symbols, and/or marks;

 

1. references to clauses, schedules, paragraphs, annexures, or appendices are references to the clauses, schedules, paragraphs, annexures, or appendices in this Agreement; and

 

1. the words ‘hereto’, ‘herein’, ‘hereinafter’, ‘hereinbefore’, ‘hereof, ‘hereunder’, and other words of similar import shall refer to this Agreement as a whole and not to any particular provision.

• COMMENCEMENT

This Agreement commences when you agree to the terms under this Agreement.

• ACTIVITIES

 

1. We grant you a non-exclusive right for the Activities based on the terms and conditions under this Agreement.

 

1. You shall have the right to advertise your Supplies on other platforms.

• YOUR OBLIGATION

You shall: 

• create and provide us with the materials required for the Activities including but not limited to photos, terms and conditions, prices, and other necessary details;

 

1. fill in the relevant details for the Activities (you may request for us to fill in the relevant details for the Activities on your behalf and we shall have the discretion to accept or reject your request. If we accept your request and fill in the relevant details for the Activities on your behalf, we shall charge you the Service Fee);

 

1. allow us to use the Intellectual Property following this Agreement;

 

1. inform us when you cease to provide the Supplies;

 

1. take out and maintain insurance concerning the risks for the provision of Supplies for such amounts and covers with an insurer. The insurance is as followed:

 

1. professional indemnity insurance under the relevant laws (if relevant);

 

1. any other insurance necessary for the provision of the Supplies.

• OUR OBLIGATION

We shall:

 

1. not make any representations to the User or to give any warranties other than those contained in any terms and conditions laid down by you on the website for the Supplies from time to time;

 

1. ensure that the Intellectual Property is protected, including, without limitation:

 

1. not to cause or permit anything which may damage or endanger the Intellectual Property or assist or allow others to do so;

 

1. to notify you of any suspected infringement of the Intellectual Property and to take such reasonable action as you may direct at your expense concerning such infringement;

 

1. not to use the Intellectual Property otherwise than as permitted by this Agreement;

 

1. on the expiry or termination of this Agreement, forthwith to cease to use the Intellectual Property.

 

1. to prepare monthly sales reports for the Order and submit them to you whenever requested upon reasonable notice given.

• CANCELLATION

 

1. Subject to paragraph 7.5, the User shall not cancel the Order. If the User decides to cancel the Order, the Fees shall be forfeited to us.

 

1. Notwithstanding anything in this Agreement, in the event of unforeseeable situations, we have the discretion to cancel the Order anytime before the Supplies are provided. The following are examples of events or situations which are not within our reasonable control:

 

1. where weather conditions make it impossible or unsafe for you to provide any of the Supplies;

 

1. where you are unable to provide the Supplies for any reason;

 

1. for some other unforeseen or unavoidable event or situation which is beyond our control.

 

1. If we cancel the Order before the Supplies are provided, we shall notify you and the User by the contact details provided to us and refund to the User the Fees as soon as possible but in any event within thirty (30) days of the cancellation, subject to the User having supplied the necessary details for the refund. We shall not be obliged to offer any additional compensation to the User and you for the cancellation.

• PERFORMANCE

• The terms and conditions including but not limited to prices, and date of performance for the Supplies shall be provided by you, set out on our website, and form the terms for the Supplies.

• Both you and the User may agree to additional terms for the Supplies, in addition to the terms as set out on the website. If there is inconsistency in the additional terms and terms under this Agreement, the terms under this Agreement shall prevail.

 

1. You shall deliver the Supplies of goods as followed: 

 

1. to the address provided by the User in the Order and

 

1. as soon as possible after the Order is accepted and, in any event, within 30 days of the Order.

• You shall provide the Supplies of services at the time, date, and place stated in the Order and: 

 

1. using reasonable care and skill;

 

1. in compliance with commonly accepted practices and standards;

 

1. in compliance with relevant laws and regulations in force at the time the Supplies are provided.

 

1. Subject to paragraph 6.2 above, if you are unable to provide the Supplies for any reason, you shall inform the User and us at least one (1) day before the date for the provision of Supplies and strive to provide the Supplies within the Extended Period. If you are unable to provide the Supplies within the Extended Period, the User shall have the option to:

 

1. continue to wait until you can provide the Supplies or

 

1. cancel the Order. If the User chooses this option, we shall refund the Fees to the User as soon as possible but in any event within 30 days of the cancellation, subject to they have supplied the necessary details for the refund. You shall pay to us the Administrative Fees and Service Fees
   (if applicable) for such cancellation.

• PAYMENT

We shall collect the Fees from the User. Subject to paragraphs 6, 7.5, and 9 and upon you had provided the Supplies, you shall notify us and within ten (10) days of such notification, we shall release the Net Fees to you.

• DISPUTE RESOLUTION

 

1. If you receive any complaint from the User regarding the Supplies, you shall inform us within three (3) days after receiving the complaint. 

 

1. Once the User has lodged its dissatisfaction with us regarding the Supplies within the Complaint Period, we shall investigate the complaint within thirty (30) days. and by the end of that period, we shall have the discretion to:

 

1. mediate between you and the User to reach an amicable settlement or

 

1. decide in favour of:

 

1. User- whereby they shall be entitled to refund of the Net Fees minus reasonable expenses incurred by you or

 

1. You- whereby the Net Fees shall be paid to you.

 

1. If you are dissatisfied with the decision under paragraph 9.2 above, you may lodge further complaints with the User or any other relevant authority.

• WARRANTIES

• You shall comply and ensure compliance with all applicable laws, legislation, regulations, rules, guidelines, and directives (including, without limitation, the receipt of any relevant licences, consents, approvals, and permits) for the provision of Supplies.

• You warrant that the materials and relevant details provided for the Activities including but not limited to photos, terms and conditions, prices, and other necessary details are correct at all times. We shall not be liable for any discrepancy, inaccuracy, or error in the information provided whether the relevant details for the Activities are filled by you or by us on your behalf.

• INDEMNITY

 

1. You shall indemnify and keep us, our employees, and servants indemnified from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses, and costs whatsoever arising under any laws of Malaysia to which us, our employees or servants may be subjected because of injury to or the death of any person or damage to property of any person, firm or corporation in any manner due to, arising out of or in the course of or because of the carrying out of Supplies and resulting from:

 

(a) any act, neglect, negligence, or default of you, your agents, employees, licensees, or customers;

 

(b) the proven infringement of the intellectual property rights of any third party;

 

(c) any successful claim by any third party alleging libel or slander in respect of any matter arising from the Supplies,

 

UNLESS the same is due to any act, neglect, omission, or fault of us, our employees, servants, agents, and invitees, or a breach of this Agreement by us.

 

1. We shall indemnify and keep you, your employees, and your servants indemnified from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses, and costs whatsoever arising under any laws of Malaysia to which your, your employees or servants may be subjected because of injury to or the death of any person or damage to property of any person, firm or corporation in any manner due to, arising out of or in the course of or because of the carrying out of the Supplies and resulting from any breach of this Agreement by us, including, without limitation:

 

(a) any act, neglect, negligence, or default of us or our agents, employees, or licensees;

 

(b) breaches resulting in any successful claim by any third party alleging libel or slander in respect of any matter arising from the Supplies,

 

UNLESS the same is due to any act, neglect, omission, or fault of you, your employees, servants, agents, and invitees, or a breach of this Agreement by you.

• FORCE MAJEURE

 

1. Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations hereunder. The event includes but without limited to the generality of war, insurrection, fire, flood, earthquake, strikes, lock-outs, restriction or prohibitions, or other action by any government or semi-government authorities or embargoes.

 

1. A Party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

 

1. notifies the other Party of the Force Majeure event within fourteen (14) days of the event happening and its expected duration; and

 

1. uses reasonable endeavours to minimise the effects of that event.

 

1. If due to Force Majeure, a Party:

 

1. is or will be unable to perform a material obligation or

 

1. is delayed in, or prevented from, performing its obligations for a continuous period exceeding sixty (60) days OR a total of more than ninety (90) days in any calendar year;

 

the other Party may terminate this Agreement on immediate notice.

• TERMINATION

 

1. The Agreement can be terminated without cause by either Party providing the other Party with at least fourteen (14) days written notice.

 

1. This Agreement may be terminated forthwith at any time by either Party on written notice to the other if:

 

1. and whenever there shall be a breach of or non-observance or non-performance of any of the covenants or conditions contained herein on the part of the other Party and/or its employees including failure to pay any of the fees and payment herein stipulated and such breach continues for fourteen (14) days after service on the other Party requiring him to remedy the same and informing him that if he does not remedy the same this Agreement may be terminated;

 

1. any judgment obtained against the other Party remains unsatisfied for more than fourteen (14) days or the other Party shall have its property seized under any distress or execution process, makes any arrangements with or assignment for the benefit of its creditors, or becomes bankrupt or is the subject of any winding-up proceedings or makes any arrangements or composition with its creditors;

 

1. the other Party suspends trading, ceases to carry on business, or threatens to do either;

 

1. the other Party is a natural person who becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he habitually uses drugs or intoxicating liquor to such an extent that he has lost the power of self-control concerning drugs or intoxicating liquor.

 

1. Notwithstanding anything in this Agreement, both Parties may terminate this Agreement by mutual consent.

• On the expiry or termination of this Agreement for whatever reason, we shall:

 

1. return to you all materials used in connection with the relevant Activities;

 

1. forthwith cease to use the relevant Intellectual Property;

 

1. forthwith cease conduct of the relevant Activities;

 

1. supply to you as complete and accurate as possible an account of the Order for your Supplies up to the notified date of termination of this Agreement or the actual date of cessation of the Activities, whichever is the later;

 

1. pay to you any sums appearing to be due to you under this Agreement.

 

1. Subject to paragraph 14.5 below. the termination of this Agreement discharges the Parties from further performance of obligations under this Agreement but shall not affect any obligation, liability, and right that has accrued to any Party before the date of such termination.

• CONFIDENTIALITY

 

1. Neither Party shall, without the other’s prior written consent, disclose (other than under clauses 14.3 and 14.4 below):

 

1. the terms of this Agreement, except as required by this Agreement;

 

1. any information relating to the customers, services, products, plans, or otherwise to the business or affairs of the other Party which is obviously confidential or has been identified by the other Party as such or

 

1. any information developed by either Party in performing its obligations under, or otherwise under this Agreement; 

 

as all such matters together constitute Confidential Information.

1. Confidential Information does not include information that:

 

1. is or becomes public other than by breach of this Agreement;

 

1. was before this Agreement, known to the other Party without breach of confidence;

 

1. is independently developed by the other Party without using information supplied by the first party; or

 

1. is required to be disclosed by law or regulatory authority.

 

1. Neither Party shall use the other’s Confidential Information, except as required to perform this Agreement.

 

1. Disclosure of Confidential Information may be made to a Party’s officers, employees, professional advisers, consultants, and other agents, in each case on the condition that the Party disclosing is responsible for compliance with the obligations of confidence under this Agreement.

 

1. This clause shall remain in force and it outlasts the termination of this Agreement.

• PRIVACY

You acknowledge and agree to the terms of our privacy policy as set out on our website.

• GENERAL

 

1. Notices

All notices from you to us must be in writing and sent to our address at B03-B-13-1, Level 13, Menara 3A, KL Eco City, No.3, Jalan Bangsar, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur and all notices from us to you shall be sent to your contact details as provided by you.

• Governing law and jurisdiction

 

1. The validity, construction, and performance of this Agreement and all other rights and liabilities arising in connection with this Agreement shall be governed by the law of Malaysia.

 

1. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Malaysian courts to which Parties submit.

• Severability

If any provision of this Agreement is prohibited by law, or is determined by any court of law or other binding adjudicatory authority or conceded by the Parties to be unlawful, void, or unenforceable, the provision shall, to the extent required and as far as possible: 

 

1. be severed from this Agreement and rendered ineffective without modifying the remaining provisions of this Agreement; and

 

1. shall not in any way affect any other particular provision of this Agreement or the validity or enforcement of this Agreement generally.

• Waivers

 

1. Waiver of any breach of this Agreement or any right, power, authority, discretion, or remedy arising upon a breach of or default under this Agreement, must be in writing and signed by or on behalf of the Party granting the waiver.

 

1. A right, power, authority, discretion, or remedy created or arising upon a breach of or default under this Agreement shall not be waived by any failure or delay in the exercise, or a partial exercise, of that or any other right, power, authority, discretion or remedy.

• Variation

 

1. We shall have the right to amend the terms and conditions of this Agreement where we need to do so to comply with changes in the law or for regulatory reasons.

 

1. The provisions and terms of this Agreement may at any time be varied by mutual consent of the Parties through a mutual exchange of letters or such other means as the Parties may agree upon from time to time.

• Time

Time whenever mentioned in this Agreement shall be of the essence.

• Cumulative Remedies

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided under the law.

 

1. Entire Agreement

This Agreement is the entire agreement between the Parties in respect of its subject matter and supersedes all previous agreements (if any) concerning its subject matter.

• Binding Effect

This Agreement shall be binding on the heirs, personal and legal representatives, estate, successors-in-title, and permitted assigns (where applicable) of the Parties.

• Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other.

 

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