Terms of Business between Chantek Legacy Sdn Bhd and You
These terms and conditions (the "Term of Business") govern the provision of services ("Services") as further defined below) provided by Chantek Legacy Sdn Bhd (Company No. 1273390-X) of 51, Jalan 2/64, Off Jalan Ipoh, 50350, Kuala Lumpur with ("Company" or "us" or "we", as the context may be) to our customers ("Customer" or "you", which includes anyone acting on your behalf or with your authorization).
By engaging the Services, you signify that you have read and accepted these Terms of Business.
- The definitions and rules of interpretation in this Clause apply in these Terms of Business (unless the context requires otherwise).
Means the user admin allocated to the Customer that allows the Customer to access the Services and payment details;
Means the "Shalala" Application and any software and relevant materials licensed to the Customer by the Company in connection with or to enable the Customer to use the Services provided by the Company;
Means the data, software, trademarks, domain names, stock images, default text, documents and any other materials or information owned by or licensed to the Company and/or developed by the Company in connection with the provision of the Services to the Customer;
Means nay design content that is created or otherwise transmitted by the Customer using the Services;
Has the meaning given in Clause 3.1;
Means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, "confidential nature" shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);
Means the person state in the Order Form and/or where the context requires, a person the Company reasonably believe is acting on that person’s authority;
Means the Customer materials which are developed and/or provided by the Customer independently of the delivery of Services but that may be integrated in the Services and Designs;
"Intellectual Property Rights"
Means all vested, contingent and future intellectual property right including but not limited to the following : (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and registrations thereof, inventions (whether patentable or not), designs, trademarks (whether registered or not, including applications) and domain names; (c) trade mark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, database rights, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
Means an application form submitted by the Customer via the App and accepted by the Company to order the Services subject to these Terms of Business;
"Parties" or " Party"
Means the Company and/or the Customer;
Means the Services provided through the App and any services provided by the Company under the trade name "Shalala", to enable the Customers to design, purchase and share custom t-shirts through the App:
Means the standard or core hours/days where full Company’s support and customer services are available as published at our App.
"Standard Service Levels"
Means the Company’s standard service levels if any, in relation to the Services;
"Terms of Business"
Means collectively these terms and conditions and any other terms referred herein and the Order Form;
- In these Terms of Business (except where the context otherwise requires);
- the Clause headings are included for convenience only and shall not affect the interpretation of these Terms of Business;
- use of the singular includes the plural and vice versa;
- a reference to writing or written includes faxes and e-mail;
- any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
- any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees;
- any reference to an enactment, statute, statutory provision or subordinate legislation ("Legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification)any such legislation.
- Materials and Intellectual Property Rightss
- Nothing in these Terms of Business entitles the Customer to use the Company’s name, logo and trade mark or any of the Company’s Intellectual Property Rights in any of the Customer’s Designs or Customer Materials.
- All intellectual Property Rights pertaining to the Website, Services, Company Materials, App shall remain the sole and exclusive property of the Company or its licensors and nothing shall operate so as to transfer any interest, or, create any licences (implied or otherwise), in the Company’s Intellectual Property Rights to the Customer.
- Except as expressly authorised by any relevant law or necessarily required for use of the Services in accordance with these Terms of Business, the Customer shall not transfer, reproduce, exploit, make available, modify, alter, integrate, merge, decompile or reverse engineer Company Material (including the Intellectual Property Rights therein) or create any derivative works of the same.
- The Customer hereby grants to the Company a world-wide, non-exclusive, royalty-free licence (with full right to sublicense) to use, publish, display, reproduce, exploit, modify, alter, integrate, make available, merge, decompile or reverse engineer the Customer Materials and Designs for its business operations, the purposes of providing the Services and fulfilling the Company’s obligations under these Terms of Business.
- THE CUSTOMER WARRANTIS THAT IT IS EITHER THE OWNER OF AND HAS ALL RIGHT, TITLE AND INTEREST IN AND TO, THE CUSTOMER MATERIALS AND DESIGNS TO GRANT THE RIGHTS SET FORTH HEREIN. NOTHING IN THESE TERMS OF BUSINESS SHALL LIMIT THE CUSTOMBER’S LIABILITY FOR BREACH OF THIS WARRANTY OF FOR BREACH BY THE CUSTOMER OF THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS. THE CUSTOMER SHALL FURTHER INDEMNIFY AND HOLD HARMLESS AGAINST THE COMPANY, ITS DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY COSTS, EXPENSES CLAIMS, DEMANDS, DAMAGES, LOSSES OR LIABILITY (INCLUDING WITHOUT LIMITATION, LEGAL FEES INCURRED IN PROCURING LEGAL ADVICE) THAT THE INDEMNIFIED PERSONS MAY SUFFER, SUSTAIN AND/OR INCUR, ON A FULL INDEMNITY BASIS, ARISING FROM ANY ALLEGED ORACTUAL INFRINGEMENT, WHETHER OR NOT UNDER THE LAWS OF MALAYSIA, OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT ARISING OUT FROM THE USE OF THE CUSTOMER MATERIALS AND DESIGNS IN PROVIDING THE SERVICES.
- The Commencement Date shall be the date the Customer first registers with the Company through its website, App or any other means offered by the Company pursuant to Clause 4.
- The Customer will receive an Account and a password upon completing the Services registration process. The Customer is responsible for maintaining the confidentiality of the password and Account; and is fully responsible for all activities that occur under its password or Account.
- To subscribe for the Services the Customer must complete and submit to the Company an Order Form through its website; App or any other means offered by the Company
- Irrespective of whether Clause 4.1 has been fulfilled, if at its discretion the Company accepts an order for Services placed other than on its Order Form or if following the Customer’s request, the Company provides Services without having received from the Customer an Order Form, the Services shall nonetheless be provided subject to these Terms of Business.
- All Prices found on the Company’s Website and App are final, and may change from time to time at the Company’s discretion. [Shipping and delivery charges are billed and shown separately at checkout].
- For Customers ordering from outside Malaysia, based on the applicable laws of the respective countries, the goods maybe subject to sales taxes, import duties, import brokerage fees or other taxes or fees in the recipient’s country. The Customer shall be solely responsible to pay such applicable taxes and fees .
- The Customer shall make payment for the Services via Paypal, or any other payment methods which may be prescribed by the Company from time to time
- If a payment is dishonoured or cancelled, the Company shall be entitled to pass on to the Customer any third party charges the Company incurs and in addition, the Company may suspend its Services to the Customer.
- Any allegation as to an error in an invoice must be notified by the Customer to the Company [within 7 days] of the date the Customer receives the Company’s invoice with the alleged error, failing which the invoice shall be deemed accurate and Customer’s right to challenge any such invoice be automatically waived.
- Subject to Clause 6.6, the Company will investigate with all good faith any allegation of error in an invoice and shall inform the Customer of the outcome of such investigation.
- The Customer must reimburse the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Costs and expenses will continue to accrue even if the Terms of Business is terminated.
- Delivery and Shipment
- Upon successful payment of the services, the Company and its designated shipment service provider will ship the orders [within 2 weeks] after the orders have been placed by the Customers.
- For Customers ordering from outside Malaysia, based on the applicable laws of the respective countries, the goods maybe subject to sales taxes, import duties, or other taxes or fees in the recipient’s country. The Customer shall be solely responsible to pay such applicable taxes and fees.
- Service Obligations
- The Company shall provide the Services in accordance with the reasonable skill and care of standard practice in the relevant industry .
- The internet is separate from our Services and the use of the Internet is at the Customer’s own risk and subject to any applicable laws, regulations and codes of practice. We disclaim any responsibility for any internet content.
- Customer Obligations
- The Customer shall promptly supply the Company with all information and materials reasonably required by the Company to provide the Services.
- The Customer undertakes not to re-sell the Services to any person.
- The Customer undertakes to use the Services in accordance with these Terms of Business, any such conditions and/or reasonable instructions as may be notified to the Customer by the Company from time to time and in accordance with any applicable law and regulations.
- The Customer shall not use or allow anyone to use the Services
- to post any Design that is illegal, obscene, threatening, defamatory, pornographic, indecent, lewd, racially offensive, suggestive, harassing, threatening, infringing of intellectual property rights, or otherwise objectionable or that contains any political campaigning, commercial solicitation, or that is false and/or dishonest in nature;
- to cause annoyance, inconvenience or needless anxiety to anyone;
- to violate or infringe the rights of any person;
- in breach of these Terms of Business;
- in breach of the law; or
- to commit fraud or a criminal offence.
- The Customer must keep the password and the Account safe and confidential and notify the Company immediately if any third party becomes aware of it. The Company reserves the right to change the password without notice and if it has reason to believe that the Customer is in breach of this Clause 9.5 to invalidate such password and Account and/or to suspend the Services
- The Customer is responsible for the use of the Services (whether authorised or not and whether by the Customer or any other person including any hacker), including without limitation for all costs incurred and for any breaches of these Terms of Business.
- The Customer shall back-up copies of any Customer Materials and/or Designs uploaded or used in connection with the Services. The Company will not be responsible for the loss of any Customer Materials and/or Designs that have been uploaded or used in connection with the Services.
- Services Limitations and Outages
- Where under these Terms of Business, the Company is providing Services to the Customer, the Customer confirms that it understands that the Services may be provided by the Company using internet and therefore may sometimes be unavailable as a result of things over which the Company has no control, such as failure of the Customer’s broadband connection or internet services
- Application (App)
- The Customer agrees to comply with the terms of these Terms of Business and any licences required by the Company or other owner of any Intellectual Property rights in the App.
- Whilst the Company and its suppliers have made reasonable effort to minimize defects or errors in the App and to check the App for viruses, the Company does not warrant that the Customer’s use of the App will be uninterrupted or that the operation of the App will be error free, virus free or secure, or that the App and the functions of the App will be merchantable and will meet the Customer’s requirements. In addition, the security mechanism implemented by the App has inherent limitations and the Customer shall have sole responsibility in determining that the App sufficiently meets the Customer’s needs.
- To the maximum extent permitted by law and upon prompt notification of the Customer, the Company’s sole liability (and Customer’s sole remedy) with respect to the App shall be to use all reasonable endeavours to correct the defective App.
- The Company’s Website
- The Company’s website (if any) shall at all times remain the property of the Company or its nominees.
- Data Protection
- The Company may use any information supplied by the Customer for providing the Customer with the Services, for its own administrative and Customer service purposes or for any other purpose required by law, including prompt disclosure of the current contact information provided you and your identify to party providing the Company with reasonable evidence of actionable harm caused by wrongful use of the App. Without limitation the Company shall be entitled to disclose information provided by the Customer to a debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable the Company to provide the Service, the Company shall also be entitled to disclose such information to other underlying provider’s companies.
- In order to maintain quality and for training purposes, the Company may monitor and record telephone conversations with the Customer.
- The Company shall be entitled to communicate information that describe the habits or usage patterns and/or demographics of the whole or part of the Company’s Customer base (including the Customer) but which is anonymous and does not describe or reveal the identity of any particular Customer to any third party.
- Unless the Customer notifies the Company in writing by sending an unsubscribe email to [insert email address], the Company may:
- Use information provided by the Customer for market research purposes or to supply the Customer with information about other products or services available from the Company; and
- Provide information supplied by the Customer to third parties for market research purposes or to enable them to supply the Customer with information about their products.
- Clause 13.5 shall survive information of these Term of Business or any part of it.
- The Customer undertakes to keep confidential the Company’s information which are of confidential nature leading to these Terms of Business and subsequently received pursuant to these Terms of Business or in connection with the supply or use of the Services.
- The confidentiality obligations in this Clause 14 will not apply if the Customer is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Customer gives the Company written notice as soon as practicable of such requirement.
- This Clauses 14 shall continue in force for a period of [two (2) years] after any termination of this Term of Business.
- Limitations of Liability
- Nothing in these Terms of Business excludes or restricts each Party’s liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
- Nothing in these Terms of Business shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restrited.
- Except as expressly stated in these Terms of Business, all warranties, representations, conditions, undertakings or terms, express or implied in respect of the Company’s Services are excluded to the fullest extent permitted by law.
- The Company makes no express or implied warranty relating to the performance, quality of fitness for a particular purpose of the App. No agent or employee of the Company is authorised to make any representation or modifications, extensions, or additions to this Clause.
- In particular, but without prejudice to the generality of Clause 15.3, the Customer acknowledges and accepts that; and
- The Company does not warrant that the Services will be available at any particular time or continuously; and
- The Company is not responsible for any loss or disruption to Services due to failure of a carrier network provider.
- The Company shall not be liable in contract, tort or otherwise (including liability for negligence), even if it has been advised of their possible existence, for loss or damage, whether direct or indirect, of business, production, data, operation time, goodwill, revenue, profits, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.
- The Company and its designated shipment service provider shall not be liable to the maximum extent permitted by law for any loss of data resulting from the use of the Services including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by the Company and its designated shipment service provider.
- Without undertaking any obligations to give any such advice and/or recommendations, the Company shall not be liable to the maximum extent permitted by law for any loss or damage suffered by the Customer as a result of placing reliance on the Company’s advice and/or recommendations regarding the use of a third party’s products or service.
- Force Majeure
- Neither Party shall be liable for any breach of its obligations under these Terms of Business (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lighting, fire, flood, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events.
- The Company may at its discretion and without liability to the Customer:
- Temporarily suspend the Service or any part thereof to vary the technical
specifiction of the Service or for repair, maintenance or improvement or to protect life, limb or property.
- Suspend the Service and/or terminate the Terms Of Business if the Customer is in breach of any provisions of Clause 6 (Payment);
- Give such instructions to the Customer about the use of the Services it deems reasonably necessary;
- Do whatever is required of it to comply with laws, regulations or instructions issued by the Government, an emergency service or other competent authority; and
- Suspend the Service in any circumstance in which it is entitled to terminate these Terms of Business.
- Except in an emergency when no such notice is required, the Company will aim to give the Customer as much notice as much notice as reasonably practicable if the Services are to be suspended but the Customer shall no claim against the Company for any suspension of the Services shall not exclude the Company’s right subsequently to terminate theses Terms of Business.
- If the Services are suspended pursuant to the Customer’s default, the Customer shall reimburse the Company’s costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding due under these Terms of Business.
- The Customer must indemnify and hold harmless the Company against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any use of the Services in contravention of theses Terms of Business or the law.
- Subject to Clause 18.3, the Customer may terminate these Terms of Business by giving prior written notice of [3 days] via email, of its ntention to do so to the Company.
- The Company may terminate these Terms of Business immediately on written notice and without having to pay any compensation to the Customer if
- The Customer is the subject of bankruptcy, winding-up or any other insolvency proceedings in Malaysia or elsewhere, a receiver or administrator (or equivalent) is appointed over any of the Customer’s assets, or the Customer enters into any formal or informal composition or arrangement (or equivalent) with the Customer’s creditors, or the Customers or the Company reasonably believes that such events are reasonably likely to occur. For the purposes of this Clause 18.2.1 "Customer" shall include the Customer’s direct and/or indirect parent company;
- The Customer makes a material misstatement in the details the Customer has supplied to the Company to enable the Company to provide the Services;
- The Customer materially breaches (including without limitation failure to pay any payment promptly and the Customer’s obligations under (Clause 9.4) these Terms of Business or any others Terms of Business the Customer has with the Company;
- The Company suspects on reasonable grounds that the Customer may have committed or may be committing (i) a breach of any law; and/or (ii) any fraud against the Company or any third party;
- In any circumstances where under these Terms of Business, the Company has the right to suspend Services;
- The Customer fails to meet the Company required standard of creditworthiness; or
- Any contract between the Company and third party provider of a service is terminated where such termination affects the provision of the Services.
- If the Customer terminates these Terms of Business pursuant to Clause 18.1 a above or the Company terminates the Terms of Business pursuant to Clause 18.2 above, any outstanding charges and/or fees shall become immediately due and payable and the Customer shall, without prejudice to any claim for damages by the Company for any breach of these Terms of Business, pay to the Company and the Company shall receive payment and any other outstanding charges.
- The Customer agrees to defend, indemnify and hold harmless the Company, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, liabilities, damage, costs or expenses, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand arising out of or related to:
- The Customer’s content of the Services, including but not limited to the Customer’s material and Designs;
- The Customer’s breach or violation of any term, condition, representation or warranty of these Terms of Business;, and
- The Customer’s violation of any rights of others.
- The Company may require the Customer to reimburse the Company for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the Service either by the Customer or by someone the Customer has knowingly or negligently allowed to use the Services.
- On termination or expiry of these Terms of Business:
- Any licence granted to the Customer under these Terms of Business shall immediately cease, the Customer must immediately stop using the Services and all amounts the Customer owes to the Company for the use of the Services hall be due and payable in full and the Customer shall have no right to withhold or set off any such amounts; and
- The Company shall have the right to remove, cancel, delete and terminate any of the Customer’s Account, and any content or data uploaded or integrated with (or available on) Services without being liable for any losses.
- The termination of these Terms of Business for whatever cause shall not affect any provision of these Terms of Business which is expressed or by implication intended to survive or operate in the event of termination of these Terms of Business,
- The Customer must not assign or delegate or otherwise deal with all or any of its rights or obligations under these Terms of Business without the prior written consent of the Company.
- The Company may assign, transfer (in whole or in part) or charge or deal in any manner or otherwise delegate all or any of its rights or obligations under these Terms of Business to any person or entity.
- The Company may sub-contract any of its obligation under these Terms of Business.
- The Company reserves the right to amend or vary these Terms of Business at its absolute discretion. The amendments or variation to the Terms of Business will take effect immediately upon posting of the revised Terms of Business on the Company’s website or the App.
- By using the Services after the posting of the revised Terms of Business, the Customer shall be deemed to have agreed to the revised Terms of Business.
- Entire Terms of Business
- These Terms of Business together with any other documents expressly referred to in these Terms of Business represent the entire understanding between the Parties with respect to the subject matter of it and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular the Company shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into these Terms of Business in writing.
- Time Not of the Essence
- Any dates quoted by the company in correction with the provision of the Services shall be treated as estimated only. The Company accepts no liability for failure to meet such dates and time shall not be of the essence for this purpose.
- The Company shall not be bound by any reserves the right to correct, before and after these Terms of Business is made, any typographical, clerical or other obvious error or mission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company.
- No waiver by the Company of any default by the Customer under these Terms of Business shall operate or be construed as a waiver by the Company of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by the Company to the Customer shall imply a waiver of the Company’s rights or shall in any way release, discharge or otherwise affect the Customer’s liability under these Terms of Business.
- If any court or any governmental agency or authority of competent jurisdiction holds any provision of these Terms of Business to be invalid, void, or unenforceable, including in particular any limitation of liability or exclusion of implied terms, then:
- If necessary, the Parties agree to rewrite the applicable provision to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and
- The remainder of these Terms of Business shall nevertheless remain legal, valid, and enforceable.
- The provisions of these Terms of Business of a continuing nature shall survive termination of these Terms of Business.
- The Parties do not intend that these Terms of Business be enforceable by any person not a party to these Terms of Business with the only exception of Clause 18.4 above which will also be enforceable by the Company’s employees and its subcontractors.
- Contact details/Customer support
If you have any questions, comments or complaints in relation to the Services or the Terms of Business, kindly contact us at the contact details below:
[Customer Support department]