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Deltus reserves the right to notify the supplier from time to time of changes to the terms and conditions of this Agreement.

  1. Definitions and Interpretation
    1. In this Agreement, where the context so admits:
      1. Administrative Fee: the fee, if any, chargeable to the Supplier per non-compliance, or per Good or Product in contravention of the Supplier’s undertaking.
      2. Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Deltus, Affiliate is deemed to include entities which are Suppliers of Deltus groups of companies.
      3. Agreement: this Deltus Supplier Agreement.
      4. Annex: any annex to the Agreement. The Annex(s) form(s) an integral part of the Agreement.
      5. Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.
      6. Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price.
      7. Confidential Information: any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
      8. Consumption Tax: Any prevailing consumption tax, including but not limited to any Sales Tax and Service Tax (“SST”), Goods and Services Tax (“GST”), or its equivalent or any successor thereof.
      9. Content Material: product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on the Platform, including third party and Supplier’s trademarks and other Intellectual Property Rights related materials.
      10. Customer: a third-party, who purchases Product on the Platform.
      11. Customer Agreement: the agreement between Supplier and a Customer concerning the purchase of a Product in fulfilment of an Order, where the execution of such agreement is attested by the Fulfilled Customer Agreement status of the Order.
      12. Fee: the fee payable to Deltus for the Services and use of the Platform.
      13. Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest, fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Deltus or of a third party); and vi) health epidemics declared by the World Health Organization.
      14. Good: one (1), or several (if sold together under one Listing Price) as the case may be, item(s) owned and offered for sale by Supplier under the Agreement.
      15. Handling Fee: a fee payable for handling Goods and supplying packaging materials under Fulfilment By Deltus (inbound receive and putting away, outbound picking and packing, Customer return processing).
      16. Inadequate Product: any wrong, faulty, defective, damaged (excluding any Good or Product damaged due to mishandling by Deltus, a Deltus contractor, or the Customer), legally non-compliant Good or Product, or a Good or Product that has been publicly or privately recalled, in accordance with the law or the Policies.
      17. Intellectual Property Rights: all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
      18. Late Payment Interest: is the interest payable by Supplier on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Deltus (as well as after judgment).
      19. Listing Price: the price, including instalments, at which a Good is offered for sale to Customers by Supplier as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable by law.
      20. Order: the request placed by a Customer on the Platform for the purchase of a particular Good as communicated by Deltus to Supplier. Deltus reserves the right to unilaterally cancel an Order for any reason.
      21. Payment: the Sales Proceeds minus any sums owed by Supplier under the Agreement or any other agreement entered into by the Parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, deduction due to a Dispute, in accordance with the Agreement or any other agreement entered into by the Parties.
      22. Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in the Territory, pertaining, but not limited, to Deltus employees, agents, consultants and Customers.
      23. Platform: The Deltus platform, where the Supplier may list Goods for sale under the Agreement, and Customer(s) may buy such goods.
      24. Policies: the rules, guidelines, terms and conditions, etc. applicable to Suppliers and Customers for the use of the Services, Platform and other Deltus properties, as they may appear on the Platform or be communicated from time to time by Deltus.
      25. Product: the Good purchased by a Customer.
      26. Returned Product: the return of a physical Product to Deltus by a Customer in accordance with the Agreement and/or the Policies, including Inadequate Products. Supplier will retain, or take back from the Customer as the case may be, ownership, title and risk (save, as regards to risk, where the Product is Fulfilled By Deltus and is under Deltus’s care) of all Returned Products.
      27. Ringgit and RM: Ringgit Malaysia.
      28. Sales Proceeds: the gross proceeds received from Customers by Deltus which consist of the Listing Price and the Shipping Fee.
      29. Supplier: the user of the Services
      30. Supplier Application Form: refer to Schedule 1.
      31. Schedule: any schedule to the Agreement. The Schedule(s) form(s) an integral part of the Agreement.
      32. Shipping Cost: the fee charged by Deltus to Supplier for the shipping of a Product
      33. Shipping Fee: the fee charged by Supplier to a Customer for the shipping of an Order
      34. User Account: Account in the Platform provided by Deltus
      35. Working Day: a day other than Saturday, Sunday, or a national or State (at Supplier’s working premises) public holiday in the Territory.
    2. unless the context otherwise requires words importing one gender include all other genders and words importing the singular include the plural and vice versa;
    3. any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re enactment of it;
    4. the clause headings do not form part of this Agreement and shall not be taken into account in its construction of interpretation; and
    5. references in this Agreement to any clause, sub-clause, schedule or paragraph without further designation shall be construed as references to the clause, sub-clause, schedule or paragraph of this Agreement so numbered.
  1. APPLICATION AND ACCEPTANCE
  1. Any person who applies for access to the Platform and use of the Services to sell Goods must complete the Supplier Application Form and accept the terms and conditions of this Agreement (“Terms”) without change.
  2. Deltus reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the Schedules and Annexes, and any fees, procedures, Policies governing the Services or the Platform. These changes will take effect seven (7) days from notification by notice to Supplier or posting on the Platform or otherwise. Supplier is responsible for reviewing notices and Policies. Supplier’s continued use of the Services and/or the Platform following the changes taking effect will constitute Supplier’s acceptance of such changes and if Supplier does not agree to any changes to these Terms or to the Policies, Supplier must discontinue the use of the Services and the Platform (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s) supersede older versions.
  3. Use of the Services and the Platform is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:-
    1. you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder;
    2. where you are a business:-
      1. you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered;
      2. you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and
      3. any information provided or made available by you or your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of has no affiliation with any Deltus employee which may result in a potential or actual conflict of interest; has not been barred or otherwise prevented from selling on Deltus or has not been involved in any lawsuit or claim that has a bearing on the Agreement.
  4. The acceptance of the Supplier’s application is subject to the issuance of the Official Confirmation of Acceptance by Deltus. Deltus reserves the right to refuse or to accept the Supplier’s application at their sole and absolute discretion.
  1. PRIVACY
  1. By using the Services or providing information on the Platform, you:
    1. consent to Deltus’s collection, use, disclosure and/or processing of your Content and personal data (“User Information”) as described in the Privacy Policy;
    2. agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Deltus; and
    3. shall not, whether directly or indirectly, disclose any User Information to any third party, or otherwise allow any third party to access or use your User Information, without Deltus’s prior written consent.
  2. Users in possession of another User’s personal data through the use of the Services hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
  1. SERVICES – FEES
  1. Deltus provides a platform for third-party suppliers and buyers to complete transactions. Except as set out in the Agreement, Deltus is not involved in the actual transaction between Supplier and Customers. The actual contract for sale is directly between Buyer and Supplier and Deltus is not a party to that or any other contract between Buyer and Supplier and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. As owner or provider of the Goods and vendor thereof, it is up to Supplier to, among others, ensure the sale is legally authorised, accurately describe the Goods, package, ship, insure, warrant and fulfil all other sale and after sale obligations applicable by law or by trade. Supplier uses the Services and the Platform, at its own risk.
  2. Supplier authorizes Deltus to act as its exclusive payment processing agent for the purpose of:-
    1. collecting the Sales Proceeds and in general any sums due or owing under the Agreement and holding the same;
    2. processing customer payments, refunds and adjustments;
    3. remitting the Payment; and
    4. paying to Deltus, to Deltus Affiliates and to third parties (including Customers) any amounts Supplier owes to them.

    As a payment processing agent, Deltus will have no responsibility with respect to the legality of transactions occurring between Supplier and Customers and Supplier undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).

  3. The services (“Services”) provided by Deltus under the Agreement consist of:-
    1. the listing and publishing of Content Materials regarding the Goods on the Platform;
    2. limited Customer care services;
    3. Order verification;
    4. management of deliveries and returns;
    5. collection, reconciliation and execution of all Sales Proceeds as payment processing agent for Supplier; and
    6. other services ancillary to the Services; and
    7. if applicable, Additional Services that may be provided to Supplier by Deltus or by third parties.
  4. In consideration of the provision of Services, Deltus will be entitled to charge and invoice Supplier the Fee as describe in Payment & Returns Policy.
  5. Deltus will provide to Supplier information in relation to each Order as necessary under the Agreement.
  6. Deltus will provide support services to Supplier by way of coordinating Customer enquiries and processing returns as provided in the Policies.
  7. Suppliers agrees that Deltus may provide Supplier with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document Deltus may issue in compliance with the Laws.
  1. Sales Proceeds – Payment
  1. Sales Proceeds will represent an unsecured claim against Deltus. Deltus may combine Sales Proceeds and Payments with the funds of other users of its services. For the avoidance of doubt, Supplier will not receive interest or any other earnings on Sales Proceeds or Payments.
  2. Unless otherwise agreed in writing, Payments will be made by Deltus to Supplier in accordance with the Payment and Returns Policy.
  3. Deltus may delay, suspend or cancel any Payment in case Supplier breaches any term of the Agreement or Customer Agreement and any Payment made to Supplier will not in any way be considered as a waiver of Deltus’s rights.
  4. If Deltus concludes that Supplier’s actions and/or performance in connection with the Agreement or the Customer Agreement are likely to result, or have resulted, in Customer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Supplier to Deltus, then Deltus may, at its sole discretion, withhold any Payment until the issues is resolved.
  5. Without prejudice to any other rights and remedies which Deltus has against Supplier, if any sums payable by Supplier to Deltus under the provisions of the Agreement will become due and be unpaid, Supplier will pay to Deltus the Late Payment Interest.
  6. To the extent required by the Laws, Deltus will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under the Agreement or the Customer Agreement. If Deltus is required under the Laws or the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Supplier, Deltus will make such deduction or withholding as required and the amount payable to Supplier will be reduced by any such amount necessary. Deltus will provide Supplier a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Supplier.
  7. Any enquiry or dispute about any Payment will be made by in compliance with the dispute policy of Deltus, which may be changed from time to time.
  1. Supplier Undertakings
  1. General Undertakings: By using the Services and the Platform, Supplier undertakes, represents and warrants that it will:-
    1. comply with all applicable laws, treaties, ordinances, codes and regulations;
    2. comply with all Policies;
    3. be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way owed by Supplier under the Agreement or the Customer Agreement;
    4. will issue a valid invoice to the Customer, if required by the Laws;
    5. obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Goods on or through the Platform prior to their listing and will provide, as such time as Deltus may so request, copies of these documents to Deltus;
    6. ensure that any information provided under this Agreement, including for the listing (including the Content Materials) of the Goods, is accurate, current, and complete and is not misleading or otherwise deceptive;
    7. fulfil all Orders for Goods at their stated quantity and price to Customers who meet Deltus’s eligibility conditions;
    8. contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfilment model chosen;
    9. provide, in the format and at such times as Deltus may require, accurate, updated and complete information about the availability status, stock level and Listing Price of the Goods;
    10. ensure that the Listing Price for any Good offered to Customers will not exceed the price offered by Supplier outside the Platform for the same product in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Goods benefit from that lower price;
    11. give Deltus written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the Agreement; and
    12. ensure that any person filling-in or signing any document, operating the Supplier account, or handling the Goods and Products, on behalf of Supplier (other than a Deltus employee, contractor or agent, or a third party specifically mandated by Deltus) has full power and authority to do so on behalf of Supplier. Supplier may not dispute the actions of such person insofar as they are in apparent compliance with the Agreement.
  2. Negative Covenants: Supplier further undertakes, represents and warrants that it will not, directly or indirectly:-
    1. infringe on any Intellectual Property Rights;
    2. post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;
    3. post or display any political or religious content;
    4. post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent’s or guardian’s consent;
    5. post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal;
    6. conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
    7. use, or access, input or upload on, the Platform and/or Supplier Center any material that is not directly connected with the Goods, or permit the use of Supplier’s account or offer “free space” on or other access to the account or the Platform to third parties;
    8. access content and information that concerns any party other than Supplier, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
    9. create liability for Deltus (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or otherwise engage in activities that Deltus, in its sole discretion, determines to be harmful to Deltus’s operations, reputation, or goodwill;
    10. open multiple shops on the Platform without Deltus’s prior approval; and
    11. duplicate stock keeping units on the Platform.
  3. Undertakings in relation to Goods: Supplier undertakes, represents and warrants that:
    1. the Goods are duly licensed by the appropriate authority and comply with all applicable laws, treaties, ordinances, codes and regulations;
    2. the Goods are of merchantable quality, fit for their purpose, free from defects, and strictly conform to their listed specifications;
    3. the Goods and their offer for sale are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with Policies, including prohibited and restricted items;
    4. it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all liens, charges or other security interests;
    5. it will provide the Goods and Products with all legally required documentation (including warranty card, warranty information and invoice) and update the same when legally required;
    6. it will provide Deltus and/or Customer any document pertaining to the sale of the Goods or Customer Agreement (including sales invoice and tax invoice), as may be requested by Deltus and/or Customer;
    7. it will not, directly or indirectly, sell Inadequate Products, or expired (or soon to be expired) Products; and
    8. it will not, directly or indirectly, sell counterfeit, “replica” and name brand “knock off” products or products violating any Intellectual Property Rights.
  4. Supplier acknowledge that Deltus shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by the Supplier, that is available on the Platform. Without limiting the foregoing, Deltus and its designees shall have the right to remove any Content in the event that:-
    1. the Content violates this Agreement;
    2. Deltus receives a complaint from another User; or
    3. Deltus receives a notice of intellectual property infringement or other legal instruction for removal.
  5. Supplier acknowledge, consent to and agree that Deltus may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Deltus or in a good faith belief that such access preservation or disclosure is reasonably necessary.
  6. Supplier undertakes and warrants that all its representations, warranties and undertakings in the Agreement will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Supplier will promptly inform Deltus of the same and rectify the situation.
  1. Deltus’s Rights
  1. Notwithstanding any provision in these Terms, Deltus will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Supplier not to list, any or all Goods that the Supplier makes available to be listed for sale through the Platform or to deactivate the Supplier account/s of the Supplier.
  2. Deltus may in its sole discretion withhold for investigation and/or refuse to process any Order. Deltus may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.
  3. Deltus reserves the right to reject any particular form of Order or payment for the Goods.
  4. Deltus may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. Supplier will stop and/or cancel orders of Goods if so asked by Deltus (provided that Supplier has transferred the Goods to the applicable carrier or shipper, Supplier will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Supplier has already received Payment, Supplier will refund any Customer that has been charged for an Order that Deltus has stopped or cancelled.
  5. Deltus may subject the Goods or Supplier to use mechanisms that rate, or allow Customers to rate or review the Goods and/or Supplier’s performance as a Supplier and Deltus may make these ratings and reviews publicly available.
  1. Confidentiality
  1. Supplier acknowledges and agrees that during their participation as you may be exposed to Confidential Information.
  2. Supplier shall at all times maintain all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties and not to use the Confidential Information in any way directly or indirectly detrimental to Deltus.
  3. All Confidential Information remains the sole and exclusive property of Deltus or the respective disclosing party. Supplier acknowledge and agree that nothing in this Agreement will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other Deltus intellectual property or proprietary rights of Deltus.
  1. Liability – Indemnification
  1. Except as expressly provided for in the Agreement, Deltus makes no other representations or warranties of any kind, express or implied, including:-
    1. the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
    2. that the Platform or the Services will meet Supplier’s requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
    3. that the information, content, materials, or products included on the Platform will be as represented by Deltus, available for sale on a timely manner, lawful to sell, or that Deltus or the Customers will perform as promised;
    4. any implied warranty arising from course of dealing or usage of trade; and
    5. any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by Deltus.
  2. Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of Deltus will be subject to correction without any liability for Deltus.
  3. Supplier will defend, indemnify and hold harmless, and at Deltus’s option defend against, Deltus and its Affiliates and their employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, Claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) arising out of, or related to:-
    1. any actual or alleged breach of Supplier’s undertakings, representations, warranties, or obligations set forth in the Agreement or the Customer Agreement;
    2. any incorrect, misleading, or erroneous information provided to Deltus or any third party in connection with the Services;
    3. any non-compliance by the Supplier with any applicable laws or the Policies, including any losses in respect of carriage or prohibited goods incurred by Deltus or its sub-contractors;
    4. supplier’s own Platform or other sales channels, the Goods, the Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any Intellectual Property Rights by the Goods, the Products or the Content Materials, or Supplier taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay Supplier taxes.

    If at any time Deltus reasonably determines that any indemnified Claim might adversely affect Deltus, Deltus may take control of the defences at the expense of Supplier. Supplier may not consent to the entry of any judgment or enter into any settlement of a Claim against Deltus without the prior consent by Deltus in writing, which consent may not be unreasonably withheld.

  1. Termination
  1. Deltus has the right to unilaterally and immediately terminate the Agreement and Supplier’s User Account upon the occurrence of any of the following:
    1. the Supplier being in breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified;
    2. the Supplier being in breach of any applicable laws or Deltus’s Policies;
    3. the Supplier passing a winding up resolution or a court of competent jurisdiction making an order for the same;
    4. the issuance of an administrative order in relation to Supplier, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Supplier’s assets;
    5. Supplier making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
    6. Supplier ceased to carry on business.
  2. Either Party may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the other Party.
  3. Upon termination of the Agreement, Supplier will notify Deltus of all concluded Customer Agreements which have yet to be performed. For the avoidance of doubt, notwithstanding any termination for any reason, Supplier will remain responsible for the fulfilment of any pending Order in according to the Fulfilment Model and Deltus will fulfil any pending Payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.
  1. Non-Compete
  1. The Supplier expressively covenants and agrees that, during the term of this Agreement and for a period of two (2) years after the termination of the Agreement, the Supplier will not engage, directly or indirectly, or cause the Supplier’s Affiliates not to, directly or indirectly, own, manage, operate, join, control or participate in or be connected with any competing company with similar business nature as Deltus.
  1. TIME
  1. Time shall be the essence of this Agreement.
  1. SUCCESSORS
  1. This Agreement shall be binding on the heirs representatives successors in title and assigns of the parties hereto.
  1. INVALIDITY AND SEVERABILITY
  1. In any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
  1. Governing Law and Jurisdiction
  1. This Agreement shall be governed by the laws in Malaysia in every particular including formation and interpretation and shall be deemed to have been made in Malaysia.

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