Terms & Conditions

Effective Date: 16 December 2024

Terms of Business

This Agreement (“Agreement”) is a binding agreement between you (“Client”) and IDEA BATCH SDN. BHD. (Registration No. 202001004102 (1360422-U)), a private company limited by shares incorporated in Malaysia and having its business address at Suite 8-1-2, Queens Avenue, Jalan Bayam, Cheras, 55100 Kuala Lumpur, Malaysia (“Company”), (each party is referred to as a “Party,” and collectively, they are referred to as the “Parties”)
This Agreement governs and regulates the Client’s engagement of the Services (as hereinafter defined) and/or subscription or purchase of the Products (as hereinafter defined), and shall be read in conjunction with the privacy policy published on the Company’s website at https://ideabatch.com.my/ (“Website”). In the event of any conflict or inconsistency between this Agreement and the privacy policy, the provisions in this Agreement shall prevail to the extent of such conflict.
By clicking “accept”, or by accepting quotation(s) or making payment of the invoice(s) issued by the Company for engagement of the Services and/or subscription or purchase of the Products, the Client unconditionally acknowledges and agrees that:
1. it has read and understood this Agreement;
2. (if the Client is an individual) he is of legal age and has the legal capacity to enter into a binding agreement; and
3. it is legally bound by this Agreement.

Please read and understand this Agreement carefully before continuing to use the Services and/or Products as it contains important information regarding the Client’s legal rights and remedies. If the Client does not understand this Agreement, or any Services and/or Products that the Company provides or offer, the Client should contact the Company before placing any order or making payment for any Services and/or Products, and/or sending the Company any information.
The Company reserves the right, in its sole and absolute discretion, to modify, vary, amend, change and/or update this Agreement, or agreements which are incorporated herein at any time as it deems fit and with reasonable notice to the Client, for example, by posting an update on the Website, or by emailing the updated Agreement to the Client. Such modifications, variations, amendments, changes and/or updates to this Agreement shall be effective upon the posting of an updated version on the Website, or the emailing of an updated version to your last email address registered with us/ in our record. The Client agrees that it shall be its responsibility to review this Agreement regularly to ensure its understanding of this Agreement is current and understand the terms and conditions that apply to its engagement of the Services and/or subscription or purchase of the Products.
The Client’s non-termination or continued engagement of the Company’s Services and/or subscription or purchase of the Products after the effective date of any modifications, variations, amendments, changes and/or updates constitutes the Client’s acceptance of, and agreement to be bound by, the revised Agreement.
If the Client does not agree to this Agreement or with any subsequent modifications, variations, amendments, changes and/or updates, the Client may terminate the Services in accordance with this Agreement. If the Client has any question regarding this Agreement, the Client is advised to consult its professional lawyer.
By entering into this Agreement, the Client agrees that the Company may include a “Website designed by IdeaBatch” statement or similar statement on any website the Company develops or creates, and that any removal of this statement shall be subject to the Company’s prior written consent. Additionally, the Client consents to the Company featuring the Client’s name and the works produced for the Client in the Company’s portfolio and on the Website.

1. Introduction to the Company

1.1

The Company is a visionary design, IT services and marketing agency that offers a range of services, including but not limited to website design and development, domain registration and renewal, software licence registration and renewal, website maintenance, server hosting, digital marketing and other related services (collectively, “Services” and “Service” shall mean any one of them).

1.2

The Company, in addition to its Services, also offers products, including but not limited to software solutions which may be made available for purchase or subscription by its customers (collectively, “Products” and “Product” shall mean any one of them).

1.3

For the purposes of this Agreement:

“Business Day” means a day which is not a Saturday, Sunday or a gazetted public holiday in Kuala Lumpur, Malaysia;

“Client’s Materials” means all materials, information and resources to be supplied by the Client at the request of the Company, which are necessary for the (a) development, design, or maintenance of the Client’s website; and (b) the registration and management of the Client’s Google Ads account. These materials may include, but are not limited to, images, photographs, illustrations, audio clips, video clips, text, written content, logos, branding guidelines, multimedia files, fonts, design templates, documents, and any other visual, textual, or graphical elements the Client wishes to integrate into the website, as well as personal information pertinent to the Client and/or its employees;

“Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the disclosing party to the receiving party and information of a commercial, technical or financial nature relating to this Agreement, any information relating to the disclosing party including all development or technical information, confidential information, trade secrets, business plans, operations or systems, financial and trading positions, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form;

“Intellectual Property” means trade marks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, copyrights, database rights and all other similar rights in Malaysia or anywhere in the world (including know-how) including where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

“Project” means any of the Services and/or Products contracted by the Client to be performed or provided by the Company; and

“Third Party Content” means content in various forms, such as documents, data, software, plugins, server-side applications, clip art, music, stock images, and other copyrighted works, where Intellectual Property rights are owned by someone other than the Client or the Company.

2. Charges

2.1	The fees to be charged by the Company for the Services and/ or Products are detailed in its quotation, which will be delivered via email or in writing, through any form of written telecommunications, including but not limited to WhatsApp, deemed valid. Each quotation remains valid for acceptance for a duration of thirty (30) days from the date of issuance of such quotation, after which the Company may revise or withdraw the quotation.
2.2	The Client acknowledges and agrees that all quotations issued by the Company are based on the Company’s understanding of your requirements and the agreed-upon scope of Services and Project timeframe.
2.3	Prior to the acceptance of the quotation for the Services, the Client shall be responsible for ensuring that the quotation prepared by the Company accurately reflects the scope of Services required by: fully communicating all relevant requirements and ensuring they are incorporated into the quotation; providing the Company with clear instructions, including specific workflows, timeline and detailed guidelines; and clarifying all aspects of the Services required by the Client from the outset.
2.4	In the absence of such clear instructions from the Client, the Company will proceed based on its reasonable interpretation of the Client’s requirements and provide a quotation accordingly.
2.5	The Client acknowledges and agrees that any discrepancies or changes to the scope of the Services, including but not limited to functionality, increases in page count, the addition of custom features, or deviations from the initial requirements, may result in additional costs.
2.6	The Company operates in good faith and relies on the Client’s full disclosure of all relevant information at the time the quotation is issued. Any discrepancies or additional costs arising from unclear, incomplete or withheld requirements shall not be the responsibility of the Company.
2.7	Payments for the Company’s Services shall be made via bank transfer, to the relevant bank account of the Company and within such timeframe indicated in the quotation and/or invoice issued by the Company. The Company reserves the right to immediately terminate, suspend or cease to proceed with the Services if payment is not made promptly.
2.8	All payments made to the Company are final and non-refundable. Notwithstanding anything to the contrary stated herein, if the Company, in its sole discretion, elects to issue a refund, it will be processed via bank transfer to the Client’s designated account within thirty (30) days from the date of refund confirmation email.

3. Services

Website Design & Development
1. Unless otherwise determined by the Company at its absolute discretion, the Client shall make an advance payment (“Deposit) of fifty per cent (50%) of the total fee (save and except that seventy per cent (70%) of the total fee shall be payable if the quotation is below Ringgit Malaysia Three Thousand (RM3,000)), for the engagement of website design and development Services before the Company commences the design and development of the Client’s website, and one hundred per cent (100%) of the total fee shall be payable in respect of any ad hoc services in connection therewith. Simultaneously with the payment of the Deposit, the Client shall provide a reference for the desired mood or style of the website as a guideline (“Client’s Reference”) for the Company, along with all the Client’s Materials the Client wishes to incorporate into its website.
2. The Client acknowledges that all drawings, descriptions, specifications, and advertising materials provided by the Company, including any content in its catalogues or brochures or any contents published on its Website are provided solely to give a general idea of the websites the Company designs. These materials do not form part of this Agreement.
3. The Company will deliver a website design plan within two (2) weeks or ten (10) Business Days, whichever is longer, from the date of receipt of the Deposit payment, subject to the provision of the Client’s Reference and Client’s Materials. The Client is entitled to one (1) round of design revision to the web design, provided that the revision does not represent a change in design direction or deviate from the Client’s Reference.
4. The Client acknowledges and agrees that design work is subjective and influenced by artistic interpretation and other issues foreseen or unforeseen including but not limited to font type issue, coding limitation, and device screen size. While the Company will make reasonable efforts to align the design with the Client’s Reference and adhere to basic design principles, as well as offering one (1) round of revision unless stated otherwise in the quotation and/or invoice, if the Client is unsatisfied with the Company’s design work, any decision to reject the design will not entitle the Client to a refund, and the Company will retain any fees paid for the completed work (including the Deposit) and where applicable, the Client shall be entitled to pay any outstanding fees remaining unpaid to the Company.
5. Upon confirmation of the website design plan, the Company will develop the website within three (3) to four (4) weeks or fifteen (15) to twenty (20) Business Days, whichever is longer, depending on the size of the Project. When the website development reaches approximately seventy per cent (70%) completion, the Company will grant the Client access to review the website (“Acceptance Review”). The Client will be entitled to two (2) rounds of revisions during the Acceptance Review stage. Prior to commencing the first round of revision, if the Client has only paid fifty per cent (50%) of the total fee as Deposit, the Client shall be required to pay thirty per cent (30%) of the total fee, and before the website goes live, the Client shall settle the remaining twenty per cent (20%) of the fee as stated in the Company’s quotation and/or invoice. Each round of revisions relating to website design plan and website development will take approximately one (1) to two (2) weeks or five (5) to ten (10) Business Days, whichever is longer, depending on the scope of changes requested. For the avoidance of doubt, all payment stages shall be due according to the Company’s invoice and/or quotation and, in the event of any discrepancies related to payment stages between this Agreement and the quotation and/or invoice, the terms in the quotation and/or invoice shall prevail. Prior to commencing the Acceptance Review, the Company will test the website for compatibility with the following desktop browsers and mobile browsers (i.e., on both iOS devices and Android devices), subject to the Company’s availability on the testing date:
  1. Latest version of Google Chrome;
  2. Latest version of Safari (desktop and iOS devices only, no testing will be conducted on Android devices);
  3. Latest version of Microsoft Edge (desktop only, no testing will be conducted on iOS Devices and Android Devices for this browser);
  4. Latest version of Microsoft® Internet Explorer® version 11 (desktop and Android devices only, no testing will be conducted on iOS devices for this browser); and
  5. Latest version of Mozilla® Firefox®.
  For the avoidance of doubt, no testing will be performed on any mobile browsers or devices or desktop browsers other than those specifically listed herein. Consequently, the Company shall not be responsible for compatibility issues arising from mobile browsers and desktop browsers not stated in this list. Further, the Client shall not dispute or challenge the compatibility of the website with the desktop and mobile browsers, as such compatibility is determined based on the results on the testing date.
6. The Client agrees to respond reasonably and promptly to the Company’s inquiries regarding the Project and to provide revision instructions in accordance with the terms hereof. For purposes of clarity, the Client shall communicate its required revision whether relating to website design or website development or approval thereof within five (5) business days from the date of the Company’s notification email and/or other written forms of communication, such as WhatsApp Messages.
7. If the Client does not maintain communication with the Company for a period exceeding thirty (30) days consecutively, the Project will be placed in archive status unless the Client has requested to extend the Project and the Company has given written consent on the extension, and the fees for all work completed up to that point will become immediately due.
8. Archived Projects which will need to be rescheduled with revised timelines will incur a rescheduling fee of a minimum ten percent (10%) of the total design and development fee for the specific phase for which the Project is archived, as stated in the quotation and/or invoice issued by the Company, and/or such other fee as may be deemed necessary by the Company and mutually agreed with the Client. For the avoidance of doubt, the Company is not under any duty to provide the Client with any notice in respect of an archived Project. The Client is responsible for keeping track of the Project progress and agrees to work together with the Company to complete the Project in a timely manner according to the agreed Project scope and parameters.
9. Notwithstanding anything to the contrary herein contained, any Project archived for more than nine (9) months will be considered permanently closed, and the Company reserves the right to remove the Client’s website and any associated Client’s Materials, in whole or in part, by deleting or disabling access to any or all of the Client’s website (including backend access to the Website) and application files. Should the Client requests to reinstate a Project that has been partially or wholly deleted, a new quotation will be issued, and the Client shall be responsible for payment of the associated costs specified in that new quotation before the Project will be re-initiated. The Client acknowledges that any sums paid previously are non-refundable under any circumstances, and if the Client requests for reinstatement of the Project, the Project will be treated as a new engagement, priced according to current rates. For the avoidance of doubt, the Company is not obligated to notify the Client of any deletion of Project files under this Paragraph 3A(j).
10. Should the Client reject any of the work delivered by the Company or do not approve subsequent revisions made to address any earlier rejection raised by the Client and the Company reasonably believes that the Client’s decision lacks a fair basis, the Company reserves the right to consider this Agreement as completed, with the remaining balance of twenty percent (20%) of the total fee, or such other amount for the work completed or deemed completed in the reasonable judgment of the Company, remaining payable by the Client. In the event of failure by the Client to make payment of the outstanding fee due and payable, the Company may take appropriate steps to recover payment for the work completed.
11. The Client acknowledges that the Company shall not be liable for any delays in the website’s development caused by the Client’s actions, omissions, or delay in provision of Client’s Reference and Client’s Materials, including but not limited to any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result. However, the Company will make reasonable efforts to notify the Customer of any anticipated delays in advance.
12. Any amendments to the agreed job scope may result in additional costs. Rework on completed tasks will also be subject to further charges. Any design changes requested after approval will incur additional fees, with substantial modifications charged at Ringgit Malaysia Two Hundred (RM200) per hour or such fee as stated in the Company’s revised invoice issued to the Client.
13. The Company will make every effort to complete the Project and/or any changes according to the timeframe stated in this Agreement unless agreed otherwise between the Client and the Company. Reasonable delays are accepted if functionalities are redefined or modified. Further, notwithstanding any timeline as stipulated herein, the Client acknowledges and understands that the stipulated timeline is indicative only and shall not be binding on the Company, and any delay in the provision of the Client’s Reference and Client’s Materials and in communication on the required revisions during the Acceptance Review stage may result in the website design plan and development schedule being postponed.
14. The Project is considered completed when the website is completed, live on Client’s domain name, or at such other time when Client authorised the Company (whether expressly or impliedly) to publish the website on the internet.
15. The costs associated with image, video, audio, and paid fonts licenses used in the Client’s website are not included in the quotation and/or invoice. The Client is responsible for independently purchasing all necessary image licenses and ensuring the images requested to be used in the Project are properly licensed. The Company will not cover any image licensing fees used in the Project, and if purchased by the Company on behalf of the Client, will be separately charged to or reimbursed from the Client.
16. The costs related to third-party software, Third Party Content and connection to any third-party network to be incorporated or included into the website, including but not limited to APIs and payment gateways, are not included in the fee quoted by the Company. The Client is solely responsible for purchasing, licensing, and maintaining any required third-party software, Third Party Content and connection to third-party network necessary for the Project’s completion or use, and such software, network and/or Third Party Content is subject to the terms and conditions of the respective third-party providers. The Client authorises the Company to act on their behalf in accepting the terms and conditions associated with Third Party Content, including any usage restrictions.
17. Where the website includes any third-party software or network, the Company does not guarantee the reliability of such third-party software or network. The Client agrees that the Company is not liable for any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result of or arising out of the inclusion of such third-party software or network into the website.
18. All website files, programming codes, source codes, design graphics and other Intellectual Property relating to the Client’s website shall remain the property of the Company until the full payment of the Project has been received from Client upon which all rights, title, benefits and risks to these website files, programming codes, source codes, design graphics and other Intellectual Property shall be immediately vested in the Client. For the avoidance of doubt, the Client acknowledges that the Company does not automatically renew any third-party software embedded on the website unless the Client specifically engages the Company for website maintenance services.
19. The Client shall, when requested by the Company, provide the Company with access to their third party accounting software, payment gateway and newsletter software, including login credentials, but only to the extent that such access and information are necessary for the Company to perform the design and development services for the Client’s website.

Domain Registration, Website Maintenance and Server Hosting

Domain Registration
1. The Company provides domain name registration as part of its Services whereby the domain name will be registered by the Company as agent on behalf of the Client, in the name of the Client. The Client will be required to manage such domain themselves unless agreed otherwise.
2. All domain registration Services shall be paid for in advance, and domain renewals are due annually. The Client acknowledges that the Company does not automatically assist to renew domains upon its expiry. To facilitate with the renewal of the domain name and to ensure the Client’s website’s continuity, a reminder email and/or other written form of communications, such as WhatsApp messages will be sent fifteen (15) days prior to the domain’s expiration date. In the event the Client wishes to renew the domain name upon its expiry, the Client shall provide confirmation of its intent to renew the domain via email and submit payment accordingly to the Company no later than seven (7) Business Days before the expiration date of the domain or such other timeframe stipulated in the reminder email or messages, whichever is earlier. Failure to renew a domain on time may result in service disruption of the Client’s website and loss of the domain. The Company shall not be liable for any consequences arising from the expiration of a domain due to non-payment or late payment.
3. The Company does not warrant or guarantee that the domain name applied for will be registered in the Client’s name or that it is eligible for registration.
4. The registration and ongoing use of the domain name are governed by the terms and conditions established by the relevant domain registrar. The Client is responsible for familiarising themselves with these terms and ensuring compliance. The Client irrevocably waives any claims against the Company for any domain name which are unavailable for registration or regarding decisions made by the domain registrar to refuse domain name registration.
5. In the event the domain name intended to be applied for by the Client is not available for registration, the Company will notify the Client, and the Client shall promptly provide the Company with an alternative domain name for registration. Any service fee paid by the Client to the Company for the domain registration Service shall be non-refundable under any circumstances.
6. The Company assumes no responsibility for the Client’s use of the domain name. Any disputes between the Client and any individual, entity or organisation concerning the domain name shall be resolved solely between those parties.

Server Hosting
1. If the Client elects to have its website and/or email hosted on the Company’s server(s), an annual service fee will apply. The Client acknowledges that the Company does not guarantee uninterrupted uptime for its hosting Services. In the event the Client chooses the Company’s hosting Services, the Company will from time to time conduct both scheduled and unscheduled maintenance on its servers as necessary to ensure optimal server performance and security. Scheduled maintenance will be conducted during off-peak hours whenever possible, and if it is expected to exceed thirty (30) minutes, the Company will provide advance notice detailing the timing and anticipated duration of the downtime. Unscheduled maintenance may occur as necessary without prior notice. During any maintenance period, whether scheduled or unscheduled, access to the website and email (where applicable) may be temporarily suspended, and the Company shall not be liable for any direct or indirect, incidental, special, punitive, exemplary or consequential damages, including loss of business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result of such suspension.
2. For email hosting through third-party software (such as, Microsoft or Google), the Company’s responsibility is limited to assisting with the annual subscription to such third party software. The Company will strictly not be responsible for the management of the email hosting with third party software. Charges will be imposed on a per-email-account basis regardless of whether the email hosting is made through the Company’s server or through third party software, and payment for a full year subscription will be charged in advance. For any additional email accounts requested by the Client, payment will be calculated on a pro-rata basis and communicated to the Client.

Website Maintenance
1. An annual service fee will apply in the event the Client subscribes to the website maintenance package offered by the Company. The website maintenance package offered includes the following Services:
  1. Website updates – The Company provides periodic updates to the website’s software, including security patches and compatibility improvements, to ensure website optimal performance;
  2. Content updates – The Company will assist with updating website content, such as wording content and images updates, as part of the maintenance Services. Request to add new pages or substantial structural changes may be subject to an additional fee, depending on the complexity and scope of the request;
  3. Support Service – The Company will provide support service via WhatsApp or email for technical issues or inquiries. The initial response time for all support queries will be within twenty-four (24) hours from the time a technical issue or inquiry is lodged during standard business hours (9.30am to 6.30pm) on Business Days. If a technical issue or inquiry is lodged after 6.00pm on a Business Day, it shall be deemed as being lodged at 9.30am on the next day. Notwithstanding the initial response time, the Company will make reasonable efforts to resolve non-critical issues, such as content updates or minor adjustments within three (3) Business Days from the date of inquiries. For critical issues, such as a website security breach not attributable to the Company’s server, the Company will endeavour to resolve the issue promptly within its available means;
  4. Debugging minor issues – The Company will assist in debugging minor issues, such as bugs or errors that arise when changes are made to the website layout. The Company’s assistance will only be limited to troubleshooting and fixing issues that do not require significant redevelopment or reconfiguration of the website; and
  5. Cybersecurity Services – The Company will endeavour to implement third-party cybersecurity software solutions at the request and cost of the Client, including the installations of firewalls and spam protection measures. The Client acknowledges that the installation of such third-party firewalls and spam protection measures is subject to the terms and conditions of the respective third-party service providers. While these measures aim to reduce the risk of cyber threats, the Company does not guarantee complete immunity from hacking or spam messages.
  For the avoidance of doubt, any requests for technical support related to application-specific issues, such as PHP, HTML, or script installation, as well as additional creative services including artwork, banner design, infographic creation, animation, multimedia work, copywriting, content creation, development of new website features, application development, and structural changes to the website are excluded from the standard maintenance Services provided by the Company. These Services will be subject to additional fees to be mutually agreed upon the Client’s request.
2. Notwithstanding anything to the contrary contained herein, under the following circumstances, the Company is entitled to refuse the provision of maintenance services notwithstanding that the Client has paid for such Services. However, if the Company, at its sole discretion, chooses to provide such Services, the Company will be entitled to charge the Client the additional maintenance fees, plus any out-of-pocket expenses incurred. This discretionary maintenance applies in cases where the fault arises due to:
  1. the improper use, operation, or neglect of the website (except where such issues are directly caused by the negligence or default of the Company or its employees);
  2. the use of the website by the Client for purposes other than those for which it was designed or intended;
  3. the Client’s failure, refusal or inability to provide the Company’s employee reasonable access to the website for maintenance Services;
  4. the Client’s failure to implement recommendations or solutions previously advised by the Company regarding identified faults;
  5. the Client utilising its own hosting for its website and the back-end coding on that hosting is not updated or access to the hosting is not granted to the Company;
  6. any authorised access or interference by individuals, whether or not they are employees of the Client; and
  7. any accident or disaster affecting the website (except where such incidents are directly caused by the negligence of the Company or its employees with no fault attributable to the Client).
3. Unless otherwise agreed in writing, any dates specified in the quotation and/or Invoice by the Company for website maintenance are intended as estimate only. Timeframes for executing the website maintenance shall not be considered binding or essential unless expressly stated otherwise in writing.
4. In the event any software update is required during the website maintenance, the Client acknowledges that the Company shall not be obligated to update the software to the latest version available, instead, the Company shall have the right to determine in its sole discretion the appropriate version for update.
5. Should the Client engage the Company for maintenance services for a website developed by a third party, and any errors or issues are identified on the website which relate to issues existing or arising prior to the engagement of the Company, the Company will use its reasonable efforts to address and resolve such errors. Nevertheless, the Client acknowledges and agrees that, depending on the complexity of the errors and the level of involvement required to resolve them, the Company may need to allocate additional time, resources or expertise to resolve them, and may charge additional fees to cover these extra efforts, including but not limited to labour costs, technical resources and other related expenses.
6. If the website was not developed by the Company but the Company is engaged to conduct maintenance services, the Company will request approval from the Client prior to performing any software updates. The Client agrees to provide a prompt response to such requests made by the Company.
7. The Client acknowledges that the Company shall not be responsible for any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result of delays in maintaining the website or failure to conduct the maintenance services, due to the circumstances outlined in Paragraph 3B(iii)(e) or due to the Client not providing a response as outlined in Paragraph 3B(iii)(f). Furthermore, no delay will entitle the Client to terminate this Agreement unless the delay exceed six (6) months in a single instance from the original scheduled maintenance date.
8. Server hosting and maintenance Services are subject to annual renewal. The Client acknowledges that the Company does not automatically renew these Services. A reminder email and/or other written form of communication will be sent fifteen (15) days prior to the expiration date of the server hosting and maintenance Services engagement. In the event the Client wishes to renew the server hosting and maintenance Services engagement upon its expiry, the Client shall provide confirmation of its intent to renew the Services via email and submit payment accordingly to the Company no later than seven (7) Business Days before the expiration date or such other timeframe stipulated in the reminder email, whichever is earlier. Failure to renew the server hosting and maintenance Services in time may result in Service disruption, loss of files, data, emails, backups, and other related information, and all unpaid hosting Services will be disabled. The Company shall not be liable for any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result of or arising from the expiration of server hosting and maintenance Services due to non-payment or late payment.
9. In the event the Client has not engaged the server hosting Services but engages the maintenance Services, the Client is solely responsible for the content stored on the relevant third-party hosting server engaged by the Client. The Client must maintain the security of all account passwords and ensure that all applications or scripts are free from malicious content that could harm the Company while performing maintenance Services, The Client shall fully indemnify the Company against any losses, and damages arising out of or in connection with the performance of the maintenance Services performed on the Client’s website hosted on third parties’ server.

Digital Marketing

Search Engine Optimisation (“SEO”)
1. In relation to SEO Services offered by the Company, the Company will utilise specific keywords and phrases to enhance the search engine ranking and visibility of the Client’s website content.
2. The Company’s SEO services aim to achieve two primary objectives: (1) to increase the Client’s visibility in search engines, and (2) to drive targeted online traffic to the Client’s site.
3. The Company’s SEO Services may encompass, but are not limited to, the following activities:
  1. researching and selecting appropriate keywords and phrases for relevant search terms;
  2. obtaining “back links” from other related websites and directories to enhance link popularity and traffic;
  3. editing and/or optimisation text for various HTML tags, metadata, page titles, and on-page content as necessary;
  4. analysing and providing recommendations on optimal website structure, navigation, and coding for SEO effectiveness;
  5. suggesting additional web pages or content to capture relevant keyword and phrase searches; and
  6. generating traffic and keyword ranking reports to illustrate performance in major search engines.
4. To facilitate the delivery of professional SEO Services, the Client agrees to provide the following to the Company within fourteen (14) days from the date of the Company’s request:
  1. administrative or backend access to the website for content and structural analysis;
  2. permission to make necessary changes to the website for optimisation and to communicate directly with third parties;
  3. unlimited access to existing website traffic statistics for analysis and tracking; and
  4. authorisation to use the Client’s pictures, logos, trademarks, web site contents, pamphlets, etc., for SEO purposes as deemed necessary by the Company.
5. The Client acknowledges the following regarding the SEO Services provided:
  1. all fees are non-refundable;
  2. the Company has no control over search engine policies regarding the types of sites and content they accept, which may change at any time. Consequently, the Client’s website may be excluded from any directory or search engine at the discretion of the search engine or directory;
  3. due to the competitive nature of certain keywords and phrases, as well as ongoing changes in search engine ranking algorithms, the Company does not guarantee top rankings or consistent placements within the top rankings for any specific keyword, phrase, or search term; and
  4. search engines may occasionally drop rankings without warning.
6. The Company is not responsible for any changes made to the website by third parties that negatively impact the Client’s search engine rankings.
7. The Company does not guarantee any specific search engine results, rankings or directory listings or listings on any specific search engines as the Company is not in the position to control, manipulate or influence these outcomes. Due to the ever-changing nature of the search engine algorithms, the Client acknowledges that achieving noticeable ranking improvements may take time, potentially ranging from several months to a year, and agrees that it shall not hold the Company liable in this respect.

Google Ads
1. Subject to the terms of this Agreement, the Client acknowledges and agrees that the placement of Google Ads is subject to Google’s policies and terms of service.
2. In instances where the Company manages the Client’s Google Ads account(s), the following terms and conditions apply:
  1. the Client grants the Company permission to access their existing Google Ads account(s) for the purpose of optimising and managing the Client’s online advertising efforts if such account has been registered;
  2. in cases where the Client requires the Company to register a Google Ads account(s), the Company will endeavour to set up the Client’s Google Ads advertising account(s) as soon as possible, in any event not later than seven (7) business days from the date of the Client’s payment subject to the provisions of the Client’s Materials;
  3. the Company shall not be held liable for any delays resulting from the Client’s failure to provide the Client’s Materials, including but not limited to any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result;
  4. for the avoidance of doubt, the Company’s Google Ads management services, which include its monthly management fees chargeable, are separate from the “per click” fees charged by Google Ads. In this respect, the Client acknowledges that Google will bill the Client directly for all Google Ads fees incurred during the engagement period and the Client shall make timely payment of the fees charges to avoid any suspension of Google Ads services on its account;
  5. the Client shall advice the Company of its budget for Google Ads, when requested by the Company;
  6. the Client shall provide advertising materials for purposes of advertisement on Google Ads and in the event of any failure or delay to do so, monthly management fees shall continue to be payable regardless and the Company shall not be held liable for any direct or indirect, incidental, special, punitive, exemplary or consequential damages, business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss incurred, sustained or suffered by the Client as a result of its failure or delay in providing the advertising materials;
  7. the Company is not affiliated with Google or Google Ads;
  8. while the Company will manage and work on the Client’s Google Ads account(s), the Client retains ownership of their Google Ads advertising account(s);
  9. the Company will make reasonable efforts to assist the Client in achieving their online advertising goals by providing advice, information, and technical services related to search engine advertising and marketing. However, unless expressly stated in this Agreement, the Company does not guarantee any specific rate of return or performance, including particular search results or rankings on Google Ad; and
  10. the Company cannot be held responsible for the commercial outcomes associated with internet marketing or the management of the Client’s Google Ads account(s) for their business or website(s).

4. Intellectual Property Rights

4.1	Subject to Paragraph 4.3, the Company hereby assigns to the Client, with full title guarantee, all Intellectual Property rights in the website, provided that the Client shall settle all payment obligations to the Company for fees related to the website design, development and/or maintenance Services rendered by the Company.
4.2	Where applicable, in respect of Client’s Materials which are originally owned by the Client, the Client hereby grants to the Company a limited and revocable, non-exclusive and royalty-free license to use the relevant Intellectual Property associated with the Client’s Materials for purposes of execution of the Project.
4.3	In respect of the Client’s Materials which are not originally owned by the Client, the Client hereby represents and warrants to the Company that it has the rights and license to supply the same to the Company under the terms of this Agreement and the Client has obtained all necessary permissions and authorisations for the use of the relevant Intellectual Property associated with such Client’s Materials for purposes of execution of the Project. The Client is in the best position to judge whether the use of the Client’s Materials are in violation of the Intellectual Property rights of any third party and accordingly, the Client undertakes and agrees to pay all royalties, fees and any other monies owed to any person for use of their Intellectual Property for purposes of the Project.
4.4	The Client acknowledges and agrees that the Company may its own resources and acquire third-party licences for necessary products and services to design, develop and provide maintenance Services to the website, which includes Third Party Content and network. The Client understands that any Third-Party Content and/or network used is licensed to the Company and/or owned by third parties and cannot be assigned or transferred to the Client.
4.5	The Client shall indemnify the Company and keep the Company indemnified in full from and against any and all claims, losses, damages, costs and expenses incurred, suffered, or sustained by the Company arising out of or relating to the Company’s use of such Third Party Content, network and Intellectual Property of third party at the request of the Client.

5. Termination

5.1	This Agreement shall be deemed to have come into force with effect from the date of the Client’s payment of any fees for the Company’s Services (“Effective Date”) and expire on the date the Project are deemed completed or terminated, unless this Agreement is terminated earlier pursuant to Paragraph 5.2.
5.2	The Company shall be entitled, in addition to any rights and remedies it may have in law, in equity, or under this Agreement, to terminate this Agreement with immediate effect by giving written notice to the Client in the event that: the Client commits a breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within fourteen (14) days of it being required in writing to do so by the Company; it shall be found that any of the warranties, representations and covenants given by the Client under this Agreement, was, when given, or will be, or would be, untrue, inaccurate, incorrect or misleading or otherwise not complied with; and the Client is declared wound up or bankrupt or is unable to pay its debts as and when they fall due.
5.3	In the event this Agreement is terminated pursuant to Paragraph 2 , the Client shall pay to the Company such amount as stated in the Company’s invoice for all works completed by the Company and shall fully indemnify the Company in respect of any losses or damages incurred, suffered or sustained, or which may be incurred, suffered or sustained by the Company as a result of or in connection with such termination.
5.4	Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least thirty (30) days prior to the desired termination date. For the avoidance of doubt, if the Client terminates this Agreement for convenience, no fees paid will be refunded. Upon termination for convenience, the Client shall pay the Company for all Services rendered and expenses incurred up to the effective date of termination.
5.5	Upon the lawful termination of this Agreement, the Company and the Client agrees that they shall have no further obligations or rights with respect to each other under this Agreement, without prejudice to any obligations or rights which have accrued to either Party at the time it is terminated, save that any other paragraphs which expressly or by its nature is intended to survive, and shall continue to have effect after the end of this Agreement.

6. Warranties

6.1

Each Party warrants and represents to the other Party that, at all times during the subsistence of this Agreement, it (and its authorised representative(s) acting on its behalf) has the full capacity, power and authority to enter into, observe, deliver and carry out the provisions of this Agreement.

6.2

The Client further undertakes and covenants to the Company that:

during the subsistence of this Agreement it shall not enter into any agreement or arrangement which might conflict with the rights of the Company under this Agreement or might interfere with the Company’s execution of its Services under this Agreement;
it shall not unreasonably withhold any approvals requested by the Company that are necessary for the performance of its Services;
it shall act reasonably and promptly in providing instructions to the Company for the execution of Services by the Company;
it shall use the website for lawful purposes and it shall not post, link to or transmit any material in its website that will constitute or encourage a criminal activity, give rise to civil liability or that violates or infringes upon the Intellectual Property of any third party under the laws of any jurisdiction;
it shall refrain from posting, linking to, or transmitting any material that is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable, including any material that contains viruses or other harmful computer programs in its website; and
the information contained in the Client’s Materials, as well as any information provided for Services beyond website design and development, complies with all applicable laws and regulations.

7. Indemnities and Limitation of Liability

7.1

The Company hereby expressly excludes all liabilities concerning representations and warranties related to the Services provided under this Agreement that are not explicitly stated in this Agreement, which includes, without limitation, any implied warranty of satisfactory quality and fitness for a particular purpose.

7.2

The Company shall not be liable, whether in contract, tort (including negligence), statutory duty, or otherwise, under or in connection with this Agreement for any indirect, incidental, special, punitive, exemplary or consequential damages, including loss of business opportunities, loss of profit, loss of revenue, loss of earning, loss of reputation or any other financial or non-financial loss, or for any loss, damage, or corruption of data, howsoever caused to the Client.

7.3

The Company shall have no liability for any loss or damage caused to the Client due to:

7.3.1	any network failure and/or inability on the part of the Client to access its website, including but not limited to disruptions caused by the internet, telecommunications networks, or any third-party service providers; or
7.3.2	the presence of viruses, malware, or other harmful code that may affect the Client’s website, devices or systems. The Company will not be responsible for any damage or data loss that results from such malicious software, whether it originates from the Client’s own website, systems, third-party sources, or any other external factors. It is the Client’s responsibility to implement appropriate security measures to protect their systems against such threats; or
7.3.3	any instructions received from any agent, officer, employee, contractor, shareholder, and/or director of the Client in respect of any matters pertaining to this Agreement, where such individual represents that they are acting for the Client. In this respect, the Company shall not be obliged to verify the identity of such individual and shall be entitled to act on the instructions of such individual.

7.4

The Client agrees that the Company’s total liability to the Client, including any liability arising from the actions or omissions of its employees, agents, and subcontractors, shall be limited to the aggregate amount that the Client has paid for the Services under this Agreement, applicable to all claims, including those for breach of contract, negligence, misrepresentation, or any other legal theory.

7.5

The Client shall defend, indemnify, and hold harmless the Company, along with its employees, agents, and subcontractors, from any and all liabilities, claims, and expenses (including reasonable legal fees and expenses), losses and damages (including loss of profits), that arise from or are related to (a) the Company’s performance of Services under this Agreement; and/or (b) the use of any Client’s Material in execution of the Services.

8. Confidentiality

8.1

The Parties agree to maintain the strict confidentiality of each other’s Confidential Information, but shall exclude information that: (i) becomes public through no fault of the receiving party; (ii) was already known to the receiving party or obtained from a third party; or (iii) must be disclosed under legal obligation. The Parties undertake to not share each other’s Confidential Information with third parties or using it for any purpose outside this Agreement. Each Party’s Confidential Information remains their exclusive property. If either Party uses or discloses the information contrary to this Agreement, the non-disclosing Party may seek equitable relief. The obligation of confidentiality will continue for one (1) year after this Agreement’s Effective Date, regardless of its termination or expiration.

8.2

Notwithstanding anything to the contrary contained herein, the Client acknowledges and agrees that the Client’s Materials including their personal information may be shared with third parties as necessary for the execution of the Project.

9. General

9.1	This Agreement shall constitute the entire agreement between the Parties and shall supersede all prior or contemporaneous understanding and agreements between the Parties, whether written or oral.
9.2	If any provision of this Agreement is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability and the remaining provisions of this Agreement shall remain in full force and effect.
9.3	If a Party waives any right under this Agreement, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in this Agreement does not operate as a waiver of another breach of the same term or any other term in this Agreement.

10. Governing Law and Jurisdiction

10.1	This Agreement shall be governed by, and construed in accordance with, the Laws of Malaysia.
10.2	The parties irrevocably agree that the courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the parties irrevocably submit to the jurisdiction of those courts.

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GROW TOGETHER WITH
SALES GENERATE BY
PARTNERSHIP WITH

The most valuable Web Design & Digital Marketing Agency

Start a new project with us!