"Subscription products" mean the following:
a) Licensed Products; and/or
b) Printed Publications, which we agree to supply to you on a subscription basis.
2. Supply of Subscription Products
Upon
acceptance of an Order for Subscription Products, the same will be
supplied for an initial term of 12 months, unless otherwise agreed,
renewable thereafter, for successive terms of 12 months each, until the
Order is cancelled by either party giving to the other party notice in
writing at least 30 days the date of expiry of the relevant year’s
subscription. If you return a Subscription Product within 30 days of
the date of the first invoice and return the goods supplied to us in
saleable condition, a credit for those goods will be issued in full to
you.
3. Fees
3.1 Payment and variation of Fees
Payment
of Fees shall be made in full or in part in accordance with the payment
terms indicated on the invoice. Where applicable, the payment terms
shall commence from the date of the invoice. In the case of
Subscription Products, we reserve the right to vary the Fees and the
payment terms for any Subscription Products at any time prior to
renewal of the subscription. Any variation to the fees or payment terms
will only take effect upon renewal of the relevant subscription. Should
you disagree to such a variation of the Fees or payment terms for any
Subscription Products, you are required to instruct us in writing not
to renew your subscription in accordance with these Terms of Trade. If
you fail to do so, you shall be deemed to have agreed to such variation
of the Fees payment terms. Any variation shall take effect on the
renewal date of your subscription.
3.2 Handling fee
Orders
for Printed Publications totaling less than RM150 or its foreign
currency equivalent per order may incur a handling fee. You shall be
liable to for any such handling fee in accordance with the payment
terms indicated on the invoice. In addition you shall be liable to pay
for any charges incurred as a result of rejection of your cheque(s) by
our bankers.
3.3 Default
In the
event you breach any provision of this Contract and fail to remedy that
breach within fourteen days after written notice from us requiring you
to remedy that breach, become insolvent, commit an act of bankruptcy,
are adjudicated bankrupt or enter into any composition or arrangement
with creditors or being a company, you go into liquidation whether
compulsory or voluntary or a receiver is appointed in respect of any
part of your business, we reserve the right:
a) to treat all sums due or to become due as immediately due and payable;
b) to terminate your credit facility, if any;
c) to charge interest on any sums due at the rate 5% per annum calculated on daily rests and compounded monthly ;
d) to
cancel any contract entered with you or to cancel and/or suspend
delivery of any Printed Publications or Licensed Products or related
services;
e) to
enter into any premises where the Printed Publications are stored
(without the necessity of giving notice) to search for and to remove
and take possession of the Printed Publications without being in any
way liable to you or anyone claiming under you for so doing;
f) to withhold the further supply of Printed Publications and/or Licensed Products.
You
shall be liable for all expenses (including legal costs on a
solicitor-client basis) incurred by us in pursuing the recovery of any
debt from you for products sold and services rendered.
4. Refunds, credits and claims
4.1 Refunds and credits
Should
you cancel an order within 10 days of the date of the first invoice and
return the goods supplied to us in mint saleable condition, a credit
for those goods will be issued in full to you. Cancellations must be
notified to us in writing with the original invoice numbers quoted.
Except where required by law, you are not entitled to any refund or
credit in respect of the cancellation of an order at any other time.
4.2 Claims
All
claims in relation to Printed Publications must be notified to us in
writing within 14 days of receipt of the consignment. Claims after this
period will not be valid and you agree to waive the same. If a
replacement in respect of faulty or damaged goods is not available, a
credit will be issued.
5. Delivery
While we
will make every effort to complete delivery on the date agreed, we
shall not be liable for late delivery or consequential damages of any
kind arising from late delivery nor will we accept cancellation of any
order because of late delivery beyond our control.
6. Change to your contact details
Any
change to your contact details, including your name, mailing address,
telephone, facsimile and email address, must be notified to us in
writing within 30 days of the date of the change.
7. Warranties and liability
7.1 No warranties
We make
no express warranties under these Terms of Trade in relation to any and
all products under an order, including without limitation that:
a) any Licensed Product or Written Publication is or will be complete or free from all errors; or
b)
information will continue to be available to us to enable us to keep
the licensed products and the written publications up-to-date.
Each of these products is provided "as is"
and in its present state and condition. No warranty, representation,
condition, undertaking or term, express or implied, statutory or
otherwise, as to condition, quality, availability, durability,
performance, non-infringement, merchantability or fitness for a
particular purpose or use of the product or otherwise is given or
assumed by us, and all such warranties, representations, conditions,
undertakings, and terms are excluded to the fullest extent permitted by
law. Without prejudice to the generality of the foregoing, we do not
warrant that the product will be free from errors, and that any and all
the information in the product is complete and up-to-date; we make no
warranty with respect to the accuracy or completeness, at any time and
from time to time, of the information in the product. We do not
guarantee continuous, uninterrupted or secure access to the products,
and should access to the products be affected by factors outside of our
control; we shall not be liable for any damages of any type caused by
such interference (your claim for any or all such damages being waived
by you). You agree and acknowledge that the limitations and exclusions
of liability and warranty provided in these Terms of Trade are fair and
reasonable.
7.2 Exclusion
To the
maximum extent permitted by law, we exclude, for ourselves and for any
supplier of software incorporated in any Licensed Products, all
liability for all claims, expenses, losses, damages and costs made
against or incurred or suffered by you directly or indirectly
(including without limitation lost costs, profits, and data) arising
out of:
a) your use or misuse of any Licensed Product or Printed Publication;
b) your inability to use or obtain access to any Licensed Products;
c) our
omission or the omission of our employees, contractors or agents, or of
any supplier of software incorporated in a Licensed Products;
in
connection with the performance of our obligations under these Terms of
Trade, any claim for the same being waived by you. You also agree to
the terms set out in the applicable License Agreement in respect of the
Licensed Product in connection with such liability.
7.3 Limit
If we
breach any express provision of these Terms of Trade or a condition or
warranty implied under any law which cannot be lawfully modified or
excluded by these Terms of Trade, then our liability to you will, to
the extent permitted by law, be limited at our option to supplying the
Licensed Products or Printed Publications, whichever is applicable,
again or paying for their re-supply. Our liability to you for loss or
damage of any kind (including loss or damage caused by negligence) will
in any case be up to (but no more than) the amount specified in the
Order (any claim by you in excess of that amount being waived by you)
and is reduced to the extent that you caused or contributed to that
loss or damage.
8. Assignment
You will
not assign or otherwise transfer any of your rights and / or
obligations under this Contract to any person other than a purchaser
for value of your business.
9. Entire Agreement
These
Terms of Trade, together with the accepted Order and any applicable
License Agreement, embody all the terms and conditions that we have
agreed with you as to the subject matter of these Terms of Trade and
supersede and cancel in all respects all previous agreements and
undertakings, if any, between you and us with respect to the subject
matter hereof, whether such be written or oral. Any amendment to or
variation of these Terms of Trade shall be effective only if it is in
writing and duly signed and confirmed by our authorised representative.
In the event of any inconsistency between these Terms of Trade and the
License Agreement applicable to a Licensed Product, the provisions of
the License Agreement shall prevail.
10. Notices
Any and
all notices (including notification of any amendments to these Terms of
Trade) or demands by us may be sent to you by post, facsimile
transmission, electronic mail or through the internet or any electronic
medium selected by us. Any statement, notice or demand to you so sent
or dispatched shall be effective and deemed to have been received by
you:
a) on the day immediately following the date of dispatch, if sent by post; or
b)
immediately on dispatch if sent by facsimile transmission, electronic
mail or through the internet or any electronic medium selected by us.
11. Severability
Any
provision of the Contract prohibited by or rendered unlawful or
unenforceable under applicable law applied by any court of competent
jurisdiction shall, to the extent required by such law, be severed from
the Contract and rendered ineffective so far as is possible without
affecting the remaining provisions of the Contract. Where, however the
provisions of any such applicable law may be waived, they are hereby
waived by the parties hereto to the full extent permitted by such law
to the end that the Contract shall be a valid and binding contract,
enforceable in accordance with its terms.
12. Governing law
These
Terms of Trade are governed by the Laws of Malaysia and the parties
agree to submit to the jurisdiction of the Malaysian courts.