Terms & Conditions

 

 

11.    Indemnity

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11.1    You agree to indemnify, defend, and hold harmless HomeSifu, its officers, directors, employees, agents, affiliates, licensors, and suppliers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to the following:

 

a.    Breach of Agreements: Any violation or breach of these Agreements, including the terms, conditions, or obligations set forth herein. This includes failure to comply with applicable laws and regulations, as well as any actions that undermine the integrity and security of the HomeSifu platform.

 

b.    User Content: Any User Content you post, upload, transmit, or otherwise contribute to the HomeSifu Service. This includes claims alleging infringement of intellectual property rights, defamation, violation of privacy rights, or violation of any third-party rights. It also covers the accuracy, reliability, and legality of the information you share through the platform.

 

c.    Activities on the HomeSifu Service: Any activity in which you engage on or through the HomeSifu Service. This includes interactions with other users, participation in forums or discussions, use of third-party services integrated with the HomeSifu Service, and any transactions or agreements entered into with third parties through the HomeSifu Service. It encompasses actions that may harm or infringe upon the rights of other users or third parties.

 

d.    Violation of Laws and Rights: Any violation of applicable laws, regulations, or the rights of a third party. This includes but is not limited to intellectual property rights, privacy rights, publicity rights, contractual rights, or any other rights. It covers instances where your use of the HomeSifu Service results in legal consequences or harm to others.

 

e.    Damage to Third Parties: Any claim that your use of the HomeSifu Service caused damage to a third party. This includes financial losses, reputational damage, or any other harm resulting from your actions, conduct, or misuse of the platform.

 

f.    Data Security: Any breaches or compromises of data security that occur as a result of your actions or negligence. This includes unauthorized access, unauthorized use or disclosure of personal information, or any other form of data breach.

11.2    HomeSifu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with HomeSifu in asserting any available defenses and provide any necessary assistance and information.

 

11.3    This indemnity provision shall survive the termination or expiration of these Agreements and your use of the HomeSifu Service. It shall continue to apply to any claims, actions, or liabilities arising from events occurring during the term of these Agreements.

 

11.4    Please note that HomeSifu will provide prompt notice to you of any claim or demand for indemnification, and you shall have the right to participate in the defense of any such claim with counsel of your own choosing at your own expense. However, HomeSifu shall have the sole and exclusive right to control the defense and settlement of any such claim, and you shall not enter into any settlement or compromise without HomeSifu's prior written consent.

 

11.5    You acknowledge and agree that the indemnity obligations set forth in this section are essential to the agreement between you and HomeSifu. Any failure to comply with these obligations may result in irreparable harm to HomeSifu for which monetary damages would be inadequate. Therefore, in the event of such failure, HomeSifu shall be entitled to seek equitable relief, including injunctive or specific performance, in addition to any other remedies available at law or in equity.

 

11.6    The provisions of this indemnity section shall survive any termination or expiration of these Agreements or your use of the HomeSifu Service. They shall continue to apply even if any other provisions of these Agreements are found to be unenforceable or invalid.

 

11.7    This indemnity provision extends to and is binding upon your heirs, successors, assigns, and legal representatives, and shall benefit HomeSifu and its affiliates, successors, and assigns.

 

11.8    You acknowledge that HomeSifu has provided the HomeSifu Service relying on the limitations of liability and indemnity provisions stated herein, and that without such limitations and provisions, HomeSifu would not have provided the HomeSifu Service to you. You understand the importance of complying with these obligations and taking responsibility for your actions and their consequences within the HomeSifu platform.

 

 

12.    Force Majeure

 

12.1    Without limiting the generality of any provision in these Terms and Conditions, HomeSifu shall not be liable or responsible for any non-performance or delay in the performance of its obligations herein, including but not limited to the non-availability and/or interruption of the Platform, if such non-performance or delay is caused by Force Majeure or unforeseeable events beyond its control.

 

12.2    In this Agreement, "Force Majeure" refers to any condition or event beyond the reasonable control of HomeSifu that hinders or delays the performance of its obligations. This includes, but is not limited to, power failures, network failures, server failures, electronic and technical malfunctions, viruses, outages of public internet backbones, networks, or servers, failures of your equipment, hacking, system security breaches, disruptive behavior by current or former employees, interruptions in internet services in areas where your servers are located or co-located, governmental actions, acts of terrorism, earthquakes, acts of God, labor conditions, strikes, riots, insurrection, fires, floods, explosions, war, natural disasters, or any other unforeseeable events or circumstances that prevent or significantly impede the normal operation of the HomeSifu platform.

 

12.3    Notwithstanding the provision stated in Clause 13.1, you shall remain liable to pay all fees and charges that have accrued and/or are due and payable to HomeSifu, regardless of any Force Majeure event or circumstances that may have occurred.

 

12.4    In the event of a Force Majeure event, HomeSifu shall make reasonable efforts to mitigate the impact and resume the performance of its obligations as soon as reasonably practicable. However, HomeSifu shall not be held liable for any damages, losses, or liabilities arising out of or related to the non-performance or delay caused by Force Majeure.

 

12.5    If a Force Majeure event continues for an extended period of time and substantially affects the provision of the Platform and services, HomeSifu may, at its sole discretion, have the right to terminate these Terms and Conditions by providing notice to you. In such a case, HomeSifu shall not be liable for any termination-related costs, losses, or damages incurred by you.

 

12.6    HomeSifu shall promptly notify you of any Force Majeure event that affects the provision of the Platform and services. HomeSifu will make reasonable efforts to minimize any disruption and keep you informed of the progress and expected resolution timeframes. However, it is important to note that the resolution timeframe may vary depending on the nature and impact of the Force Majeure event.

 

12.7    In the event of a Force Majeure event, you shall also have the option to terminate these Terms and Conditions by providing notice to HomeSifu. However, in such a case, you shall be responsible for any outstanding fees or charges incurred prior to the termination.

 

12.8    The provisions of this Force Majeure section shall survive any termination or expiration of these Terms and Conditions and shall continue to apply to any events or circumstances arising prior to such termination or expiration.

 

12.9    It is important to note that the occurrence of a Force Majeure event does not release either party from its obligations under these Terms and Conditions to the extent reasonably possible. The party affected by the Force Majeure event shall take all reasonable steps to mitigate the impact of the event and resume performance of its obligations as soon as reasonably practicable.

 

12.10    HomeSifu shall maintain appropriate backup and disaster recovery measures to minimize the impact of Force Majeure events on the availability and integrity of your data. However, HomeSifu does not guarantee the restoration of all data in the event of a Force Majeure event and shall not be liable for any loss or damage to your data arising from such an event.

 

12.11    HomeSifu reserves the right to suspend or terminate the provision of the Platform and services in the event of a Force Majeure event if it determines, in its sole discretion, that it is not feasible or practical to continue the operations under such circumstances. HomeSifu will exercise its best efforts to resume operations as soon as reasonably practicable once the Force Majeure event has subsided.

 

12.12    If any Force Majeure event occurs, HomeSifu and you shall cooperate and make reasonable efforts to minimize any adverse impact on the parties' rights and obligations under these Terms and Conditions. This may include exploring alternative solutions, workarounds, or temporary measures to ensure the continuity of essential services to the extent reasonably possible. Communication channels shall be open between both parties to discuss the impact, necessary adjustments, and potential resolutions in a collaborative manner.

 

12.13    HomeSifu shall not be responsible for any loss, damage, or liability arising from your reliance on the Platform or the non-performance or delay caused by a Force Majeure event. It is your responsibility to have appropriate contingency plans, backups, and risk management strategies in place to mitigate any potential adverse effects of such events on your operations.

 

12.14    You acknowledge and agree that HomeSifu's inability to perform its obligations due to a Force Majeure event shall not constitute a breach of these Terms and Conditions. Furthermore, you waive any claims or demands against HomeSifu arising out of or related to such non-performance or delay caused by Force Majeure.

 

12.15    In the event of a Force Majeure event, HomeSifu will provide reasonable updates and notifications regarding the situation, the expected duration of the event, and any actions taken to mitigate its impact. However, the availability and accuracy of such updates may depend on the circumstances and limitations caused by the Force Majeure event.

 

12.16    It is your responsibility to regularly review and assess the potential risks and impacts associated with the use of the Platform, including those arising from Force Majeure events. You are encouraged to have appropriate contingency plans, backups, and risk management strategies in place to protect your interests and minimize potential disruptions to your business operations.

 

12.17    HomeSifu may, at its sole discretion, implement measures or provide assistance to mitigate the impact of a Force Majeure event, including but not limited to adjusting service levels, extending deadlines, or offering alternative solutions. However, any such measures or assistance are not guaranteed and shall be subject to the feasibility and practicality of implementation.

 

12.18    HomeSifu may update its disaster recovery and business continuity plans periodically to enhance its ability to respond to Force Majeure events. However, it is important to note that the effectiveness of these plans may vary depending on the nature and severity of the event. HomeSifu shall not be liable for any failure or limitations in the implementation of its disaster recovery and business continuity plans in the event of a Force Majeure event.

 

12.19    If a Force Majeure event occurs, and HomeSifu is unable to provide the Platform or services for an extended period, HomeSifu may, at its discretion, offer alternative solutions or compensation options. However, any such offers shall be subject to the specific circumstances and constraints imposed by the Force Majeure event.

 

12.20    The parties shall cooperate in good faith and engage in reasonable discussions to assess the impact of a Force Majeure event on their respective rights and obligations under these Terms and Conditions. This may involve reviewing the feasibility of performance, exploring potential workarounds, or mutually agreeing to temporary adjustments to accommodate the circumstances arising from the Force Majeure event.

 

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13.    Confidentiality

 

13.1    The term "Confidential Information" encompasses all tangible and intangible information, whether in written, oral, electronic, or any other form, that comes into the possession of either party pursuant to, as a result of, or in the performance of this Agreement. This includes, but is not limited to, data, specifications, dealings, drawings, transactions, business operations, sales and marketing strategies, technical operations, financial information, trade secrets, customer lists, personal data, and any other proprietary or sensitive information that the parties may have access to or obtain under this Agreement.

 

13.2    Both parties acknowledge and agree that the Confidential Information disclosed by the other party is of a highly confidential and proprietary nature. Therefore, they shall exercise the utmost care and take all necessary precautions to ensure the security, integrity, and confidentiality of such information. This includes implementing appropriate physical, technical, and administrative safeguards to protect against unauthorized access, use, or disclosure. The parties shall regularly review and update their security measures to maintain the confidentiality of the Confidential Information.

 

13.3    The parties shall ensure that their employees, agents, and representatives who have access to Confidential Information are bound by written confidentiality agreements or obligations that are no less protective than those set forth in this Agreement. They shall provide adequate training to their personnel regarding the importance of confidentiality and the proper handling of Confidential Information. The parties shall be responsible for the actions and compliance of their respective personnel in relation to the confidentiality obligations contained herein. Additionally, the parties shall conduct periodic audits and assessments to evaluate the effectiveness of their confidentiality measures.

 

13.4    Both parties shall use the Confidential Information solely for the purpose of performing their obligations under this Agreement and shall not disclose or use such information for any other purpose without the prior written consent of the other party. They shall ensure that the Confidential Information is only disclosed on a need-to-know basis to individuals who require access to perform their duties and who are also bound by confidentiality obligations. The parties shall maintain an updated record of individuals authorized to access the Confidential Information and implement a robust access control mechanism to prevent unauthorized access.

 

13.5    The parties shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying structure, ideas, algorithms, or trade secrets from any software, systems, or processes disclosed as part of the Confidential Information. They shall refrain from taking any actions that could compromise the confidentiality, integrity, or security of the Confidential Information. Furthermore, the parties shall implement measures to detect and prevent any unauthorized attempts to access or modify the Confidential Information.

 

13.6    The confidentiality obligations set forth in this Agreement shall not apply to any information that: a. is or becomes publicly known through no fault or breach of confidentiality by the receiving party; b. was rightfully in the receiving party's possession prior to its disclosure by the disclosing party without any obligation of confidentiality; c. is independently developed by the receiving party without use of or reference to the Confidential Information; or d. is received from a third party without breach of any confidentiality obligation, and the receiving party can reasonably demonstrate the legitimacy of the source.

 

13.7    The parties agree that any Confidential Information disclosed under this Agreement shall remain the exclusive property of the disclosing party. No license or rights, whether express or implied, to any intellectual property rights or other proprietary rights are granted to the receiving party, except for the limited use as expressly stated in this Agreement. The parties shall not use the Confidential Information for any purpose other than as necessary for the performance of their obligations under this Agreement. Furthermore, the parties shall promptly notify each other of any unauthorized use, disclosure, or loss of the Confidential Information.

 

13.8    The parties shall maintain the confidentiality of the Confidential Information during the term of this Agreement and following its termination, except as otherwise required by law or regulation. Upon termination of this Agreement, both parties shall promptly return or destroy all tangible and electronic copies of the Confidential Information in their possession or control, unless otherwise agreed in writing. The parties shall provide a written certification of the destruction or return of the Confidential Information upon request.

 

13.9    The parties acknowledge that a breach of the confidentiality obligations contained herein may cause irreparable harm to the disclosing party for which monetary damages may be inadequate. Therefore, in the event of a breach or threatened breach, the disclosing party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity. The parties shall cooperate fully in any legal action or proceedings initiated to enforce the confidentiality obligations and shall bear their respective costs and expenses incurred therein.

 

13.10    The confidentiality obligations set forth in this Agreement are in addition to, and not in lieu of, any other confidentiality or non-disclosure agreements between the parties. In the event of any inconsistency or conflict between such agreements, the more restrictive provision shall apply. The parties shall ensure that all applicable confidentiality agreements are harmonized and mutually enforceable to provide maximum protection for the Confidential Information. They shall regularly review and update their confidentiality agreements to align with changing business needs and legal requirements.

 

14.    Personal Data Protection

 

14.1    Collection, Use, and Disclosure of Personal Data

 

You acknowledge and consent to HomeSifu and its affiliate companies collecting, using, processing, and disclosing your Personal Data in accordance with these Terms and as further described in the Privacy Policy. Personal Data refers to any information that can be used to identify you, such as your name, contact details, financial information, and other relevant data. HomeSifu may collect your Personal Data for various purposes, including but not limited to verifying your identity, assessing your creditworthiness, providing the services outlined in this Agreement, and complying with legal and regulatory requirements.

 

To ensure the smooth operation of the Platform and deliver a personalized user experience, HomeSifu may use your Personal Data to tailor its services to your needs, improve customer support, and provide targeted advertisements or promotional materials. Your Personal Data may also be shared with trusted third parties, such as CTOS and other registered Credit Reporting Agencies, as defined under the Credit Reporting Agency Act, to perform credit checks or other necessary evaluations. These third parties will handle your Personal Data in accordance with their own privacy policies and applicable laws.

 

By using the Platform, you expressly consent to the collection, use, processing, and disclosure of your Personal Data as described in these Terms and the Privacy Policy. It is important to review the Privacy Policy, which is an integral part of these Terms, as it provides detailed information on how your Personal Data is collected, used, processed, and disclosed. The Privacy Policy can be accessed through the links provided on our Platform.

 

HomeSifu is committed to protecting your privacy and will handle your Personal Data in accordance with applicable data protection laws and regulations. We implement industry-standard security measures, including encryption, access controls, and regular security assessments, to safeguard your Personal Data against unauthorized access, disclosure, alteration, or destruction. However, please be aware that no data transmission or storage method can guarantee absolute security.

 

14.2    Users Outside Malaysia

 

If you are accessing and using the HomeSifu Service outside of Malaysia, you acknowledge and consent to the transfer of your Personal Data to Malaysia for processing. You understand that the laws and regulations regarding data protection and privacy may differ in your jurisdiction compared to Malaysia. Nevertheless, by using the services, you agree to the transfer and processing of your Personal Data as necessary for the provision of the services and the performance of this Agreement. HomeSifu will take reasonable steps to ensure that your Personal Data is treated securely and in compliance with applicable data protection laws. If you have any concerns about the cross-border transfer of your Personal Data, you may contact HomeSifu as specified in the Privacy Policy.

 

14.3    Security Measures

 

HomeSifu is dedicated to maintaining the confidentiality and security of your Personal Data. We employ rigorous technical, physical, and administrative measures to protect your Personal Data from unauthorized access, disclosure, alteration, or destruction. Our security measures include but are not limited to firewalls, intrusion detection systems, encryption protocols, access controls, and ongoing security monitoring. We regularly review and update our security practices to ensure the highest level of data protection.
While HomeSifu strives to protect your Personal Data, it is important to note that no system or method of transmission over the internet or electronic storage is completely secure. Therefore, we cannot guarantee the absolute security of your information. It is essential that you also take precautions to protect your Personal Data, such as using strong and unique passwords, keeping your login credentials confidential, and promptly reporting any suspicious activities related to your account.

 

14.4    Retention of Personal Data

 

HomeSifu will retain your Personal Data for as long as necessary to fulfill the purposes for which it was collected, as outlined in the Privacy Policy, or as required by applicable laws and regulations. We will only retain your Personal Data for the duration necessary to achieve the purposes for which it was collected, unless a longer retention period is required or permitted by law. When your Personal Data is no longer needed, we will securely dispose of it in accordance with our data retention practices.

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14.5    Your Rights

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You have certain rights regarding your Personal Data, which may include the right to access, correct, update, or delete your Personal Data. If you wish to exercise any of these rights or have any inquiries or concerns about the collection, use, processing, or disclosure of your Personal Data, you may contact HomeSifu as specified in the Privacy Policy. We will promptly address your requests and strive to resolve any concerns you may have.

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Please carefully review the Privacy Policy to understand how HomeSifu handles your Personal Data and your rights in relation to it. Your continued use of the Platform signifies your acceptance of the Privacy Policy and its terms. We encourage you to regularly review the Privacy Policy for any updates or changes that may affect your rights and obligations.

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14.6    Customer License Grant

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You agree to grant and hereby grant HomeSifu a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to redistribute, publish, import, access, use, store, transmit, review, disclose, preserve, extract, modify, reproduce, share, use, display, copy, distribute, translate, transcribe, create derivative works, and process Customer Content and to perform all acts with respect to the Customer Content: (i) as may be necessary for HomeSifu to provide the Services to you, including to support the Services; (i) for the purpose of product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence, training, testing, improvement of the Services, Software, or HomeSifu's other products, services, and software, or any combination thereof; and (iii) for any other purpose relating to any use or other act permitted in accordance with Section

 

14.7     If you have any Proprietary Rights in or to Service Generated Data or Aggregated Anonymous Data, you hereby grant HomeSifu a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary to enable HomeSifu to exercise its rights pertaining to Service Generated Data and Aggregated Anonymous Data, as the case may be, in accordance with this Agreement.

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15.    No Partnership or Agency

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15.1    The Parties explicitly acknowledge and agree that their relationship under these Terms of Use is solely that of independent entities. They affirm that neither Party has control or ownership over the other and that their interactions are governed by the terms outlined in this agreement. It is emphasized that no partnership, joint venture, or agency relationship is established or created by this agreement. The Parties understand that they do not have the authority to act as an agent for the other Party or bind them in any way. This includes making representations or warranties, assuming obligations or liabilities, or exercising any rights or powers on behalf of the other Party.

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15.2    Each Party operates autonomously and takes full responsibility for its own actions, obligations, and liabilities. It is agreed that unless explicitly authorized in writing, neither Party shall hold themselves out as having the authority to act on behalf of or bind the other Party. This provision ensures that each Party maintains its separate identity and does not create any confusion regarding their independent roles.

 

15.3    The Parties expressly disclaim any intention to form a partnership, joint venture, or agency relationship. They acknowledge that the scope of their relationship is strictly limited to the provisions set forth in this agreement. It is emphasized that no additional partnership or agency relationship shall be inferred or implied beyond what is explicitly stated herein.

 

15.4    Neither Party possesses the power or authority to incur any obligations or liabilities on behalf of the other Party without obtaining explicit written consent. This requirement ensures that each Party maintains control and autonomy over its own operations, business decisions, and activities. Any obligations or liabilities incurred by a Party are solely their responsibility unless otherwise agreed upon in writing.

 

15.5    Any reference to the rights, obligations, or activities of the Parties shall be construed as separate and independent actions taken by each Party. It is emphasized that such references do not imply the existence of a partnership, joint venture, or agency relationship between the Parties. Each Party retains its individual identity and operates independently within the framework of this agreement.

 

15.6    The Parties agree not to present themselves as partners, joint venturers, or agents of each other to any third party, unless there is explicit written agreement to do so. They shall refrain from representing themselves in a manner that suggests the existence of a partnership, joint venture, or agency relationship between them, maintaining transparency about their independent status.

 

15.7    The Parties mutually agree to indemnify and hold each other harmless from any claims, damages, liabilities, and expenses arising out of or in connection with any third-party claim that alleges the existence of a partnership, joint venture, or agency relationship between the Parties. This indemnification applies specifically to claims resulting from actions or representations contrary to the provisions outlined in this agreement.

 

15.8    It is explicitly stated that this clause shall continue to be valid and effective even after the termination or expiration of this agreement. Its purpose is to ensure that the understanding of the Parties, which disclaims any partnership, joint venture, or agency relationship, remains in force beyond the conclusion of this agreement.

 

15.9    Each Party acknowledges and agrees that they are solely responsible for their own employees, agents, contractors, and representatives. It is explicitly clarified that nothing in this agreement creates an employment, agency, or joint venture relationship between the Parties and their respective personnel. Each Party shall not be held liable for the acts, omissions, or misconduct of the other Party's personnel, unless expressly stated otherwise in this agreement.

 

15.10    The Parties shall maintain separate financial accounts and records, ensuring the segregation of funds, assets, and liabilities. Each Party is responsible for its own financial obligations and shall not be held liable for the financial obligations of the other Party. This provision emphasizes the financial independence and distinct financial responsibilities of each Party.

 

15.11    Any cooperation or collaboration between the Parties shall be voluntary and does not imply or create a partnership, joint venture, or agency relationship. While the Parties may engage in joint activities or projects for mutual benefit, it is clarified that such activities shall not alter the independent status of each Party.

 

15.12    The Parties commit to respecting the intellectual property rights of each other. They shall not use the trademarks, logos, or copyrighted materials of the other Party without obtaining prior written consent. It is explicitly stated that this agreement does not grant any intellectual property rights to either Party, emphasizing the importance of intellectual property protection and permission-based usage.

 

15.13    The Parties shall maintain the confidentiality of the terms and conditions of this agreement, as well as any confidential information shared between them. The confidentiality obligations agreed upon by the Parties shall persist even after the termination or expiration of this agreement, safeguarding the sensitive and proprietary information exchanged during their business relationship.

 

15.14    This agreement represents the entire understanding between the Parties and supersedes any prior agreements, representations, or understandings, whether oral or written, related to the subject matter herein. It is emphasized that no modifications, amendments, or waivers of any provision of this agreement shall be effective unless they are in writing and signed by both Parties.

 

15.15    The headings used in this agreement are included for convenience purposes only and shall not affect the interpretation or construction of any provision. They serve as organizational aids and do not carry any substantive weight in determining the rights and obligations of the Parties.

 

15.16    In the event that any provision of this agreement is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect the validity, legality, and enforceability of the remaining provisions. The Parties agree that the remaining provisions shall remain in full force and effect, promoting the continued efficacy of the agreement.

 

15.17    The Parties acknowledge that this agreement does not create any rights or benefits enforceable by any person or entity not a party to this agreement, except as otherwise expressly provided. It is clarified that the rights and benefits outlined in this agreement are exclusive to the Parties involved and do not extend to external entities.

 

15.18    The Parties acknowledge that they have had the opportunity to review this agreement with legal counsel. They recognize that any rule of construction or interpretation to the effect that any ambiguities are to be resolved against the drafting Party shall not apply to the interpretation or construction of this agreement. This provision ensures that the agreement is interpreted fairly and in accordance with its intended meaning.

 

15.19    Any notice or communication required or permitted under this agreement shall be in writing. Notices shall be deemed given when delivered personally, sent by registered or certified mail with postage prepaid, or transmitted by a recognized courier service, email, or facsimile with confirmation of receipt. The provided addresses shall serve as the designated points of contact between the Parties.

 

15.20    The rights and obligations arising from this agreement are personal to the Parties and may not be assigned or transferred without obtaining the prior written consent of the other Party, except as otherwise expressly provided in this agreement. This provision emphasizes that the responsibilities and privileges established by this agreement are specific to the Parties and cannot be transferred to third parties without consent.

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15.21    The Parties shall comply with all applicable laws, rules, and regulations while performing their obligations under this agreement. This includes adherence to data protection, privacy, anti-corruption, and export control laws. The Parties commit to conducting their activities in a lawful and ethical manner, in full compliance with the legal requirements of the jurisdictions in which they operate.

 

15.22    This agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the governing law clause. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts specified in the jurisdiction clause, waiving any other venue or forum that may have jurisdiction by reason of domicile, location, or otherwise.

 

15.23    The relationship between the Parties is based on mutual respect and cooperation. They shall endeavor to resolve any disputes or disagreements amicably through good-faith negotiations. In the event that a dispute cannot be resolved through negotiations, the Parties may pursue alternative dispute resolution methods as outlined in the dispute resolution clause of this agreement.

 

15.24    This agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall have the same legal effect as original signatures, allowing the Parties to execute this agreement in a convenient and efficient manner.

 

15.25    The provisions of this agreement that by their nature extend beyond the termination or expiration of this agreement shall survive the conclusion of this agreement, including but not limited to confidentiality obligations, indemnification provisions, and dispute resolution mechanisms. The Parties shall continue to uphold these provisions even after the termination or expiration of this agreement.

 

16.    Waiver

 

16.1    No delay or failure by any Party in exercising or enforcing any right, power, or remedy under or in connection with the Agreement shall be deemed as a waiver of that right, power, or remedy. Any waiver of rights, powers, or remedies must be explicitly granted in writing and signed by the Party or their authorized representatives. The waiver or release shall only apply to the specific breach specified and shall not be considered a waiver or release of any subsequent or different breaches, unless expressly stated otherwise.

 

16.2    The exercise or non-exercise of any right, power, or remedy by any Party shall not affect or limit the exercise of any other rights, powers, or remedies available to that Party under the Agreement or applicable law. Each Party reserves the right to assert any rights or remedies, whether or not they have been exercised in the past.

 

16.3    Any waiver granted by a Party shall not be deemed as a continuing waiver, and such waiver shall not operate as a waiver of any other provision of the Agreement or as a waiver of any future breach. The rights and remedies of the Parties under the Agreement are cumulative and shall be in addition to any other rights and remedies provided by law or equity.

 

16.4    The waiver of any provision of the Agreement shall not affect the validity, enforceability, or interpretation of any other provision of the Agreement. If any provision is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

 

16.5    The waiver of any breach of the Agreement shall not be construed as a waiver of any subsequent breach or as a waiver of any other rights or remedies available to the non-breaching Party. The Parties shall retain the right to enforce strict compliance with all provisions of the Agreement.

 

16.6    No waiver of any rights, powers, or remedies shall be implied from any conduct or inaction by a Party, regardless of whether such conduct or inaction may have been known or should have been known by the other Party.

 

16.7    The waiver provision shall survive the termination or expiration of the Agreement and shall continue to apply to any claims, disputes, or breaches arising prior to or after such termination or expiration. The rights, obligations, and liabilities of the Parties under this clause shall be binding on their respective successors, assigns, and legal representatives.

 

16.8    The Parties acknowledge that the waiver of any rights, powers, or remedies is a discretionary act and shall not be interpreted as an obligation or precedent for future waivers. Each Party reserves the right to exercise its rights and remedies fully and at its sole discretion in any given situation.

 

16.9    No waiver shall be effective unless expressly stated in writing and signed by the Party granting the waiver. Any waiver granted under this provision shall be strictly construed as relating to the particular matter for which the waiver is granted and shall not prejudice or limit the rights, powers, or remedies of the Party granting the waiver with respect to any other matter.

 

16.10    The waiver provision shall be interpreted in accordance with the principles of fairness and equity, and any ambiguity or inconsistency in the interpretation of the waiver provision shall be resolved in favor of preserving the rights, powers, and remedies of the non-waiving Party.

 

16.11    The Parties agree to promptly notify each other in writing of any claim, demand, or breach that may give rise to a waiver under this provision. Failure to provide timely notice of a claim or breach shall not constitute a waiver of any rights, powers, or remedies under the Agreement.

 

16.12    This waiver provision shall apply to all provisions of the Agreement and shall not be limited to any specific section or clause. The Parties intend for this provision to be comprehensive and to govern all waivers made under the Agreement, whether express or implied.

 

16.13    The Parties further acknowledge that any waiver granted under the Agreement is not intended to diminish or invalidate the importance of strict compliance with the Agreement's terms. The non-waiving Party retains the right to enforce the Agreement's provisions fully and without prejudice.

 

16.14    Any waiver granted under the Agreement shall be without prejudice to the rights, claims, or defenses of the Parties. The waiver shall not constitute a modification, amendment, or alteration of the Agreement, unless expressly stated in writing and signed by both Parties.

 

16.15    The Parties recognize that the waiver provision is designed to ensure clarity, transparency, and the protection of their respective rights. The provisions of this waiver clause shall be liberally construed to effectuate its purposes and intent.

 

16.16    The Parties understand and agree that any failure to exercise or delay in exercising any rights, powers, or remedies under the Agreement shall not operate as a bar to the subsequent exercise of such rights, powers, or remedies or as a waiver of any subsequent breach or default.

 

16.17    The Parties shall make reasonable efforts to mitigate any losses, damages, or liabilities arising from a breach or default under the Agreement, regardless of whether a waiver has been granted or not.

 

16.18    The waiver provision is intended to promote good faith and fair dealing between the Parties. Any dispute or disagreement regarding the waiver provision shall be resolved in accordance with the dispute resolution mechanism set forth in the Agreement.

 

16.19    The waiver provision shall not limit or restrict the Parties' rights to seek injunctive or equitable relief for any actual or threatened breach of the Agreement.

 

16.20    The waiver provision shall be interpreted and enforced in accordance with the laws of the jurisdiction governing the Agreement, without giving effect to any conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts in that jurisdiction for any disputes arising out of or in connection with the waiver provision.

 

 

17.    Severability

 

17.1    In the event that any provision or part of this Agreement is determined to be void, illegal, or unenforceable under any applicable law, statute, or regulation, the Parties explicitly acknowledge and agree that such provision or part thereof shall be severed from the Agreement. The intention behind this severability clause is to ensure that the remaining provisions of the Agreement continue to be valid, legal, and enforceable to the maximum extent permitted by law.

 

17.2    The severance of any provision or part thereof shall not have an adverse impact on the validity or enforceability of the other provisions of the Agreement, unless the severed provision is of such fundamental nature that its invalidity, illegality, or unenforceability fundamentally alters the rights or obligations of the Parties under the Agreement.

 

17.3    In the event that a provision is severed from the Agreement, the Parties shall engage in good faith negotiations to seek a substitute provision that preserves the original intent and economic purpose of the severed provision to the greatest extent possible, considering the circumstances at hand.

 

17.4    The Parties expressly acknowledge that the inclusion of a severability provision in this Agreement reflects their intention to establish an enforceable and effective contractual relationship. Furthermore, the Parties commit to cooperating in good faith and taking all necessary actions to give effect to the intent and purpose of the Agreement, even in the absence of any severed provision.

 

17.5    If any provision or part thereof is found to be void, illegal, or unenforceable due to its scope, duration, geographic coverage, or any other factor, the Parties agree to undertake reasonable modifications to make such provision valid, legal, and enforceable while still accomplishing its intended purpose. The Parties may consider narrowing the scope, reducing the duration, or limiting the geographic coverage of the provision, provided that the essential rights and obligations of the Parties are preserved.

 

17.6    The Parties further agree that if any provision of the Agreement is found to be unenforceable solely because of its breadth or scope, such provision shall be deemed modified to the minimum extent necessary to make it enforceable. In such cases, the Agreement shall be interpreted and enforced as if the provision had been modified from the outset.

 

17.7    Any waiver or failure to enforce any provision of the Agreement by either Party shall not be deemed a waiver of any subsequent breach or default of that provision or any other provision of the Agreement. The Parties reserve their rights to enforce the provisions of the Agreement strictly.

 

17.8    The Parties expressly acknowledge and agree that the inclusion of the severability provision is an integral and essential aspect of the Agreement. This provision signifies a fair and reasonable allocation of risk between the Parties and demonstrates their mutual intent to ensure that the Agreement remains valid and enforceable to the fullest extent possible under the applicable laws and regulations.

 

 

18.    Notice

 

18.1    Any notice, request, or demand required to be served by either Party under this Agreement shall be in writing and deemed to be sufficiently served on the day of delivery if sent by electronic email to the designated email addresses of the Parties as specified in the Agreement or as subsequently updated in writing.

 

18.2    The Parties recognize that effective communication is essential for the proper performance of this Agreement. They understand that clear and timely notice is crucial for maintaining a productive working relationship. Therefore, they agree to maintain open lines of communication and promptly notify each other of any changes to their contact information, including email addresses and physical addresses, to ensure accurate and timely delivery of notices.

 

18.3    In addition to email, notices may also be sent by registered mail, courier service, or hand delivery to the address of the Party as specified in the Agreement. If sent by registered mail or courier service, the notice shall be deemed to be served three (3) business days after the date of posting or dispatch. If delivered by hand, the notice shall be deemed to be served upon actual receipt by the Party or its authorized representative.

 

18.4    The Parties acknowledge that email communication is a widely accepted method of communication in modern business practices. However, they also recognize that email communication may not be entirely secure or error-free. Therefore, the sender assumes the risk of any potential delays, errors, or unauthorized access to the content of the email. The Parties shall exercise reasonable precautions to safeguard the confidentiality and integrity of their email communications, such as using encryption and secure email protocols.

 

18.5    The Parties understand that certain legal or contractual requirements may specify specific methods of serving notices, such as registered mail or personal delivery. In such cases, the Parties shall comply with the prescribed method of service, and notice shall be deemed served accordingly.

 

18.6    It is the responsibility of each Party to ensure that their email accounts and systems are in good working order and protected against viruses or other harmful elements that may affect the delivery or integrity of electronic communications. The Parties shall promptly notify each other of any known or suspected technical issues that may impact the delivery or receipt of notices.

 

18.7    All notices, requests, or demands sent in accordance with this clause shall be written in the English language, or if required by the recipient, in a language mutually agreed upon by the Parties. Any translation of notices shall be provided at the expense of the Party initiating the notice, and it should accurately reflect the content and intent of the original notice.

 

18.8    The Parties may also establish alternative communication channels for routine operational matters, such as project updates or status reports. However, such communication channels should not be used as a substitute for formal notices under this Agreement. The Parties shall clearly distinguish between formal notices and routine operational communication to avoid any ambiguity or misunderstanding.

 

18.9    Any notice, request, or demand sent in accordance with this clause shall be deemed received by the intended recipient upon successful transmission, provided that no automated delivery failure notification or other similar error message is received by the sender. The Parties may agree to use read receipts or other confirmation mechanisms to ensure receipt of important notices.

 

18.10    The Parties acknowledge that timely and accurate communication is crucial for the effective implementation of this Agreement. Therefore, they commit to regularly monitor their designated communication channels and promptly respond to any notices or requests received from the other Party.

 

18.11    Notwithstanding anything to the contrary in this clause, the Parties may mutually agree to alternative methods of serving notices under exceptional circumstances where the standard communication channels are temporarily unavailable or impractical. Such alternative methods shall be documented in writing and signed by both Parties, ensuring that they maintain a reliable record of communication.

 

18.12    The Parties understand that certain legal or regulatory requirements may impose specific timeframes for the delivery of notices or the response thereto. The Parties shall adhere to any applicable timeframes and ensure that notices are served within the required periods.

 

18.13    In the event of any dispute or disagreement regarding the delivery, receipt, or content of a notice, the Party disputing the notice shall bear the burden of proving that the notice was properly served in accordance with the provisions of this Agreement. The Parties agree to maintain appropriate records or evidence of the delivery or receipt of notices for future reference, if necessary.

 

18.14    The Parties may agree to use electronic signature or authentication methods to validate the authenticity and integrity of notices, requests, or demands exchanged under this Agreement. Such electronic signature or authentication methods shall be mutually acceptable and comply with any applicable laws or regulations.

 

18.15    The Parties agree to indemnify and hold each other harmless from any losses, liabilities, or damages arising out of the failure to deliver or receive notices due to the provision of incorrect or outdated contact information, technical issues beyond reasonable control, or any other unforeseen circumstances that prevent or hinder the timely communication of notices.

 

18.16    This clause shall survive the termination or expiration of this Agreement and continue to apply to any notices, requests, or demands relating to the rights, obligations, or disputes arising out of the Agreement, unless otherwise agreed in writing by the Parties.

 

18.17    The provisions of this clause may be amended or modified only by written agreement executed by both Parties. Any such amendment or modification shall be effective only with respect to future notices and shall not affect the validity or enforceability of any previously served notices.

 

 

19.    Applicable Law

 

19.1    The governing law for the Terms and Conditions of the HomeSifu Website is the law of Malaysia, regardless of your current location or jurisdiction when accessing the website. By using the HomeSifu Website, you agree to be bound by the laws of Malaysia and submit to the exclusive jurisdiction of its courts.

 

19.2    This choice of law ensures consistency and uniformity in the interpretation and application of the Terms and Conditions. It provides a clear legal framework for the rights, obligations, and responsibilities of both parties involved, fostering a fair and predictable environment for their interactions.

 

19.3    The Parties acknowledge that the Terms and Conditions may be accessed from various locations worldwide. While the laws of other countries may be applicable to certain transactions or activities, it is explicitly stated that the provisions of the Terms and Conditions prevail and govern the relationship between the Parties.

 

19.4    The Parties recognize that the HomeSifu Website may be available in multiple languages, and translations of the Terms and Conditions may be provided for convenience. However, in the event of any discrepancies or conflicts between the English version and any translated versions, the English version shall take precedence as the authoritative and binding version.

 

19.5    The Parties enter into this Agreement with full knowledge and understanding of the implications of the chosen governing law and jurisdiction. By expressly waiving any objections or claims related to inconvenient forum, lack of personal jurisdiction, or any other jurisdictional issues that may arise, they demonstrate their commitment to resolving disputes within the framework of the Malaysian legal system.

 

19.6    This provision underscores the Parties' intention to establish a clear and predictable legal framework, promoting transparency, fairness, and certainty in their contractual relationship. It ensures that any disputes arising from or relating to the Terms and Conditions are resolved in a consistent and appropriate manner within the Malaysian legal system, which provides a robust and well-established framework for commercial interactions.

 

19.7    The Parties acknowledge that the choice of Malaysian law and jurisdiction does not limit or restrict any rights or remedies that may be available to them under applicable consumer protection laws or regulations. They retain all rights and benefits provided by the relevant laws and regulations to safeguard their interests as consumers.

 

19.8    The Parties understand that the Malaysian legal system may provide for specific procedural requirements, timeframes, or limitations that apply to the resolution of disputes. By agreeing to comply with such requirements, they ensure that any legal proceedings are conducted in accordance with the established rules and procedures, promoting efficiency and fairness in the resolution process.

 

19.9    In the event of any dispute arising from or relating to the Terms and Conditions, the Parties agree to first attempt to resolve the dispute amicably through negotiation or alternative dispute resolution methods before resorting to legal proceedings. This approach encourages open communication and collaboration to reach a mutually acceptable resolution, reducing the need for formal litigation.

 

19.10    The Parties acknowledge that the choice of Malaysian law and jurisdiction does not preclude the enforcement of any judgment or order obtained in another jurisdiction, provided that it is consistent with the principles of international comity and is recognized and enforceable under Malaysian law. This recognition facilitates the enforcement of valid judgments obtained outside Malaysia, ensuring the effectiveness of the legal remedies available to the Parties.

 

19.11    This governing law and jurisdiction provision shall survive the termination or expiration of the Terms and Conditions and continue to apply to any disputes or claims arising out of or in connection with the Terms and Conditions, unless otherwise agreed in writing by the Parties. It provides a lasting framework for the resolution of disputes, ensuring the consistent application of the agreed-upon legal principles even after the conclusion of the contractual relationship.

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