“Security2u” means Security2u Sdn. Bhd. (Company No. 1207792-T).
“S2U” means Security2u.
“Security2u Website” means wwwsecurity2u.co and/or direct subdomains, subpages, redirected subdomains, subpages and any other web display pages directly and indirectly correlated to security2u.co
“Partner Revenue” means S2U Listing Price less S2U
marketing fee. “Payment Day” means any working day in a calendar month.
“Promotion” means promotion of Listing Services by Security2u through Security2u Website and Mobile Site more particularly described in clause 2 herein.
“User” means customer who purchases S2U services on the Listing Price.
“Minimum Order” means the minimum number of working hours for S2U services mutually agreed between the parties.
“Working Day” means a day (other than a public holiday, Saturday and Sunday) on which commercial banks in Selangor, Malaysia is open for the transaction of normal banking business.
“Agreement” means the pages of this Marketing Services Agreement document (i.e. these General Terms & Conditions, together with the front sheet which contains various definitions/commercial terms
agreed by the parties) any documents referred to in the General Terms & Conditions as well as any other additional documents made by the parties pertaining to this Voucher Services.
“Day” means a period of 24 consecutive hours.
“Month” means a block period of 30 Days that is after the period which is within 30 Days of the Start Date.
2. PROMOTION OF SERVICES
S2U shall promote the Listing Services through Security2u Website and Mobile Site in accordance with details and description provided by the Partner and acceptable to Security2u. Notwithstanding anything contrary contained herein, the parties hereby agree that Security2u shall have sole discretion in confirming the design of a Security2u marketing materials e.g. S2U Voucher.
Security2u shall use its reasonable endeavours to promote and feature the Listing Services through Security2u Website and Mobile Site by displaying the Listing Services on the relevant pages (e.g. relevant to a particular town/city) of Security2u Website and Mobile Site.
Security2u’s obligation to market and promote the Listing Services shall at all times conditional upon the Partner’s compliance with and adherance to all the terms of this Marketing Services Agreement, particularly clause 4 and clause 8.
Notwithstanding anything to the contrary provided herein, Security2u reserves the right to terminate and/or suspend the Promotion of the Listing Services, at any time and at its sole discretion, should the need arise. In such event, Security2u shall notify the Partner of such termination or suspension in writing.
3. COMPLIANCE OF CONSUMER PROTECTION (ELECTRONIC TRADE TRANSACTIONS) REGULATION 2012 (“REGULATION”) The Parties hereby confirm and acknowledge that they shall comply to the Regulation. In compliance to the Regulation, the Partner hereby undertakes to disclose to Security2u the details/information listed as follows:-
(a) name if the Partner is an individual, business name/company name;
(b) the registration number of the business/company;
(c) the email address and phone number, or address of the Partner;
(d) description of the main characteristic of products or services;
(e) the varied price of the products and/or services including labour rate, transportation costs, tax and any other applicable costs;
(f) the method of payment to the Partner, if applicable;
(g) the terms and conditions applied to the Listing Services; and
(h) the estimated time of delivery of the products and/or services to the User.
Security2u shall not be liable for any non compliance of the Partner on the foregoing clause 3.2, of which is beyond the control of Security2u.
Partner agrees and acknowledges that Security2u has the discretion to set a lower Listing Price provided that any downward adjustment shall not lower the amount of Partner Revenue.
Security2u shall pay Partner the Partner Revenue in the manner as stipulated in the Service(s) Information.
Partner hereby confirm and acknowledge that Security2u may, without giving any reason whatsoever:
(a) retain the any payment due to Partner until any defective items or issues are duly settled; and/or
(b) set off against any amounts payable to Partner against any payment or amount owed by Partner to Security2u; and/or
(c) deduct any Late Salary Penalty imposed on the Partner.
any payment made by Security2u shall be without prejudice to any claims or rights which Security2u may have against Partner.
Payment from Security2u to Partner shall be made:
(a) within 48 Hours from the payment due date as set out by the Guard’s confirmation of job completion (unless otherwise stated); and
(b) at the currency exchange rate as at the date the payment is made and the partner shall not hold Security2u responsible for any discrepancy arising thereof.
During the term of the Agreement and for a period of twelve (12) months commencing from the Start Date, Partner agrees not to enter into any agreement or other direct or indirect business arrangement, with any other provider or any third party of: (i) voucher-based or authorisation certificate-based online marketing and/or sale services; or (ii) services relating to offline sale of vouchers and/or authorisation certificates issued to commercial resellers for the purpose of online marketing or sale; (iii) or any other arrangement similar to the Promotion pursuant to this Agreement.
The Partner further undertakes that it shall not grant or offer, directly or indirectly, any similar, additional and/or extra discounts or promotional element in either percentage or numerical terms of the Listing Services in whatsoever manner to the User and/or any other person(s) during the Agreement period.
In the event the Merchant is in breach of clause 5.1 or Clause 5.2, Security2u shall be entitled to liquidated damages amounting to the total S2U Listing Price received from the latest Promotion.
Partner represents and warrants that:
(a) it is a valid commercial (as opposed to a consumer) entity existing under the laws of Malaysia;
(b) it has the corporate power and authority to enter into and perform this Agreement and to supply, deliver and/or provide the Listing Services;
(c) execution and performance of this Agreement as well as delivery of Listing Services shall not violate any provision of (i) its constitutional documents; (ii) any other document binding upon it;
(iii) any law, regulation or decree binding on it; and (iv) intellectual property rights of any third party;
(d) no litigation, arbitration or any dispute, current or pending or, to its knowledge, threatened, which is likely to have a material adverse effect upon its ability to perform its obligations hereunder; and
(e) all information and documents provided and furnished by the Partner to Security2u is true and accurate; and
(f) it has obtained all necessary and valid licenses, permits, approval and/or authorisation from all relevant authority(ies) or any third party(ies) to supply, deliver and/or provide the Listing Services.
Partner acknowledges that Security2u has entered into this Agreement in reliance on its representations and warranties made herein; and if any change affecting Merchant (or its operations) could have an effect on the operation of this Agreement, Partner shall inform Security2u in writing of that change immediately.
Both Parties warrant and undertake to each other that it will undertake its obligations with reasonable skill and care. Partner further warrants that it shall render the Listing Services to the best of its skill and ability in a professional and workmanlike manner.
partner shall indemnify and hold harmless Security2u (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgements, losses and damages arising out of or in connection with any claim or suit or demand: (i) by a User (or any party on whose behalf a User has been acting); (ii) arising out of, or in connection with the Listing Services (or any other goods or services actually or purportedly offered or connected to a S2U Listing Service); (iii) arising out of, or in connection with a S2U Voucher; and (iv) by any third party, arising out of, or in connection with any act, omission, refusal, default, infringement of intellectual property rights, breach of any provisions of any laws, rules and regulations and/or negligence on the part of Partner.
7. TERM & TERMINATION
This Agreement shall start on the Start Date and unless terminated earlier in accordance to the provisions herein shall continue for an initial term of 12 months.
Notwithstanding anything contrary provided herein, in the event in the reasonable opinion of Security2u that the Partner shall fail, refuse and/or neglect in supplying, delivering and/or providing the Listing Services to the satisfaction of the User, Security2u shall be entitled to terminate this Agreement with immediate effect by notice in writing to the Partner.
Termination of this Agreement: (i) shall not affect (a) the accrued right-s or liabilities of the parties at the date of termination; (b) the validity of Security2u Vouchers already issued to Users, if any; or (c) Partner’s obligations to provide Voucher Services in respect of such S2U Vouchers, if applicable.
8. PRIVACY AND CONFIDENTIALITY OF INFORMATION
Partner acknowledges that all information provided by Security2u is provided solely to enable the Partner to supply Listing Services to Users and for no other reason.
All information regarding Users, including but not limited to: email address, names, date of birth and residential or delivery address remains at all times the property of Security2u. PARTNER EXPRESSLY AGREES AND REPRESENTS THAT ANY PURCHASER INFORMATION PROVIDED HEREUNDER IS BEING PROVIDED SOLELY TO FACILITATE THE REDEMPTION OF SERVICES OR VOUCHERS AND MAY NOT BE USED FOR ANY OTHER PURPOSE INCLUDING, BUT NOT LIMITED TO MARKETING PURPOSES. MERCHANT REPRESENTS AND WARRANTS THAT ITWILL NOT RESELL, BROKER, OR OTHERWISE DISCLOSE ANY PURCHASER INFORMATION TO THIRD PARTY, IN WHOLE OR IN PART, FOR ANY PURPOSE WHATSOEVER.
The Partner acknowledges and hereby expressly grants its consent to Security2u to collect, record, hold, store, disclose and/or transfer all and any personal data, information and/or records provided by the Partner to Security2u pursuant to this agreement, including but not limited to disclose such data to any service provider(s), relevant authorities and/or third party(ies) for whatsoever matter, queries and/or claims arising from this agreement.
9. INTELLECTUAL PROPERTY
Partner hereby warrants that it is the owner, authorised party and/or licensee of all relevant intellectual property rights pertaining to delivery of Listing Services and all materials furnished to Security2u for the performance of this Agreement, including its name, logo, and any trademarks (“Merchant Marks”) and any photographs, graphics, artwork, text and other content provided or specified by Partner ("Content") in connection with the marketing, promotion, sale or distribution of Services and/or Vouchers.
Partner grants to Security2u and shall undertakes to cause Security2u to be granted, the licensing rights to use, reproduce, display, distribute and transmit the Merchant Marks and Content in any and all media or formats in which such Services and/or Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Security2u Website and Mobile Site. Notwithstanding anything contained in this agreement, the Merchant Marks and Content shall remain the property of the Partner.
Security2u retains all intellectual property rights, title and interest attaching to the materials developed in the process of performance of this Agreement, including not limited to copyright to photographs, graphic and design of the Security2u Service and/or Voucher. Partner shall not be entitled to use any Security2u intellectual property without Security2u’s prior written approval.
Either party shall not copy and duplicate any proprietary material of the other party in whole or any part thereof other than for performance of this Agreement.
Partner hereby agrees to indemnify and keep Security2u indemnified against any loss, cost, expenses, demands, liabilities or damage, whether direct or indirect, arising out of a claim by a third party against Security2u related in any way to Partner’s infringement on any intellectual property rights.