Last updated [12/23/2020]
Welcome to the Nuffnang.Live website (“Site” or the “Platform”)!
Nuffnang.Live is a live video commerce platform for merchants looking to expand their e-commerce business via streaming live video on Facebook (“Nuffnang.Live Commerce Shows”). Our Platform allows merchants to connect with consumers, capture orders, and pay through a payment gateway.
Please read the following terms & conditions carefully so that you are aware of your rights and obligations towards Nuffnang Live Commerce Sdn. Bhd. [Registration No. 202001020708 (1377028-D)] and its subsidiaries and affiliates (individually and collectively, "NLC", "we", "us" or "our") in respect of the access and use of the platform and/or services provided by us.
By accessing the Platform, using the services and/or registering for an account with us, you give your acceptance of and consent to these terms & conditions, which shall include those additional terms and conditions and policies referenced herein and/or linked hereto and/or imposed by us from time to time. Your acceptance of these terms & conditions shall constitute legally binding agreement between NLC and you as the user.
If you do not agree with these terms & conditions, in whole or in part, please discontinue accessing and using the platform and/or services immediately and let us know by emailing at firstname.lastname@example.org so we can try to find a solution.
1.1 The "Services" we provide or make available include (a) the Platform, (b) the services provided on the Platform and service software made available through the Platform, including (but not limited to) integration to live video on Facebook, order capturing from live video, payment collection through integrated payment gateway, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, tools, application services (including, without limitation, any mobile application services) or other materials made available on or through the Platform or its related services ("our Content"). Any new features added to or augmenting the Services are also subjected to these Terms & Conditions. These Terms & Conditions shall bind all users who use the Platform and/or any Services provided by us, irrespective of their capacity as merchants, customers, and/or business partners of NLC (“Users”, “User”, “you” or “your”).
1.2 We endeavour to provide you with the Services in accordance with these Terms & Conditions. For the avoidance of doubt, our responsibilities and obligations to you in respect of the Services are limited to those that set out in these Terms and Conditions. We shall not in any way be involved in or be a party to any agreement(s) or such other terms and conditions agreed between you and any third party including a buyer.
(a) Please do not use access the Platform and/or our Services if you are under the age of eighteen (18) or the legal age for giving consent hereunder pursuant to the applicable laws in your jurisdiction (“Legal Age”). If you are below the Legal Age, you must get permission from a parent or legal guardian to open an Account and that parent or legal guardian must agree to these Terms & Conditions on your behalf.
(b) If you are accessing the Platform and/or using our Services on behalf of a corporate body, you must ensure that you are duly authorised by the corporate body and have the full right and authority to access the Platform, open an Account and/or use our Services on behalf of the corporate body in accordance with these Terms & Conditions.
1.4 Modification of Platform and/ or Services
We reserve the right to change, modify, suspend or discontinue all or any part of the Platform and/or the Services at any time or upon notice as required by local laws. We may release certain Services or their features in a beta or trial version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. We may also impose limits on certain features or restrict your access to parts of, or the entire, Platform and/or Services in our sole discretion and without notice and any liability to you.
1.5 Modification of these Terms & Conditions
We may amend, modify or update these Terms & Conditions from time to time. any change we made to these Terms & Conditions in the future will be published and posted on the Platform and, where appropriate, notified to you by email, whereupon your continued access to the Platform and/or use of any of the Services shall constitute your acknowledgment, acceptance and agreement of the changes we make to these Terms & Conditions. Please check back frequently to see any updates or changes to these Terms & Conditions.
1.6 Third Party Service Provider(s)
(a) We may at any time or from time to time sub-contract and/or appoint our subsidiaries, affiliates, related entities and/or any third party service provider(s) to operate the Platform and/or provide the Services and/or part thereof on our behalf at our absolute discretion. We shall have the rights to delegate, transfer, assign or novate, in whole or in part, our rights, benefits or obligations to our subsidiaries, affiliates, related entitles or appointed third party service provider(s) without your consent and without notice to you.
(b) You acknowledge that the Services or part thereof to be provided by third party service provider(s) will be subjected to the service terms and conditions of such third party service providers; of which, you hereby confirm and agree to be bound by the same accordingly. A copy of the third party service provider’s terms and conditions will be furnished or caused to be furnished by us upon your request.
(c) In particular, you agree to be bound by all terms and conditions imposed by Facebook available at https://www.facebook.com/legal/terms when utilizing the Platform and conducting Nuffnang.Live Commerce Shows.
3. REGISTRATION OF NLC ACCOUNT
Registration of Account
3.1 In order to access to and enjoy full functions and features of the Platform and/or our Services, you may be required to create and register for an account with NLC (“Account”) by providing certain personal or business information.
3.2 You hereby acknowledge and agree that NLC may conduct credit checks on you including but not limited to checking with registered credit bureau or reporting agency(ies) for purpose of accessing your credit worthiness and you agree to execute all consent form(s) or to provide additional document(s) necessary for such credit check(s) if so required by NLC.
3.3 A unique user identification (“User ID”) will be provided to you upon successful registration and you will be entitled to set the password and/or security code for your Account subject always to certain requirements as may be then notified.
3.4 In registering with NLC, you agree to provide accurate, current and complete information about yourself, and to update that information if it changes; if you do not do so, we have the right to close your Account and any web pages and/or other pages and/or reports created under your Account within NLC. If we rely on the contents of your application and permit an Account to be registered under your name for accessing the functions and features of the Platform and/ or our Services, you irrevocably agree that you shall indemnify and keep us indemnified and hold us harmless for any expense, loss or damage that we may suffer arising from any inaccurate or false statement or misrepresentation of facts submitted by us to you. If you select a User ID that we, in our sole discretion, find offensive or inappropriate, we have the right to suspend or terminate your Account.
Security of Account
3.5 To safeguard the security of the Platform and your Account, you agree to:
(a) keep your password and/or security code confidential and use only your User ID, password and/or security code when logging in;
(b) ensure that you log out from your Account at the end of each session on the Platform;
(c) immediately notify us of any unauthorised use of your Account, User ID, password and/or security code;
(d) ensure that your Account information is accurate and up-to-date;
(e) use your Account only in accordance with the Terms & Conditions published (and updated from time to time) by us; and
(f) not use your Account in a manner or for any purposes which may detriment and jeapordise NLC’s operation, interest, reputation or goodwill.
3.6 You may be required to change the password and/or security code of your Account regularly or as may be required by us from time to time in order to uphold the security of your Account. You are fully responsible for all activities and transactions that occur under your User ID and Account even if such activities or transactions were not committed by you as we are unable and not obliged to investigate the authenticity of user’s identity or authority of such person effecting an activity or transaction. We shall not be liable for any direct or indirect loss or damage arising from unauthorised use or access of your Account or your failure to comply with these Terms & Conditions.
3.7 For enhancement and improvement purposes, NLC may from time to time conduct software evaluation to assess the performance level of the Platform and/or Services. You hereby irrevocably grant to and authorise NLC to conduct periodical review on your Account, including but not limited to assessing the activities and/or transactions carried out by you on the Platform or via your Account.
4. FEES FOR THE USE OF PLATFORM & OTHER SERVICE FEE
4.1 We currently do not charge Users for accessing and browsing of the Platform.
4.2 However, in consideration of the Specific Services to be rendered by us (if so opted by you), we shall charge the Service Fee(s) made known to you during your registration for the Account or as modified from time to time.
5. CONTENT, DATA AND INTELLECTUAL PROPERTY
5.1 Your Content
(a) You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not NLC, are entirely responsible for all Content that you uploaded, posted, emailed, transmitted or otherwise made available through or on the Platform or during the Nuffnang.Live Commerce Shows (“Your Content”). You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with laws and legal restrictions associated with any of Your Content contribution.
(b) You acknowledge that we and our designee(s) shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, delete, remove or move any of Your Content, including without limitation any of Your Content or information posted by you, that is available on the Platform. Without limiting the foregoing, we and our designee(s) shall have the right to remove any of Your Content:
(i) that violates these Terms & Conditions;
(ii) if we receive a complaint about Your Content;
(iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or
(iv) if Your Content is otherwise objectionable.
(c) We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services and/or Users, or otherwise enforce the provisions of these Terms & Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any of Your Content, including, without limitation, any reliance on the accuracy, completeness or usefulness of Your Content.
(d) You acknowledge, consent to and agree that we may access, preserve and disclose your Account information and Your Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over us or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(i) comply with legal process;
(ii) enforce these Terms & Conditions;
(iii) respond to claims that any of Your Content violates the rights of third parties;
(iv) respond to requests for customer service; or
(v) protect the rights, property or personal safety of NLC, its users and/or the public.
5.2 Your Product and Your Content in relation to Your Product
(a) In relation to the products (“Your Product”) or contents about the products supplied by you, they shall not (i) involve false, inaccurate or misleading content or involve the sale of illegal, counterfeit or stolen goods; (ii) infringe or misappropriate any person’s copyright, patent, trademark, trade secret or other proprietary rights; and (iii) violate any laws, statute, ordinance, regulation, governmental guideline or policy in Malaysia and/ or such other applicable jurisdictions.
(b) You agree that you shall be solely responsible for the products and contents about the products supplied by you and shall honour all representations, warranties and undertakings provided to buyers or potential buyers in relation to the same.
5.3 License to NLC
(a) By submitting Your Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the relevant licences to NLC.
(b) You hereby grant to us and our successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such of Your Content contribution on, whether through or in connection with the Services or not, in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to unconditionally waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.
5.4 Intellectual Property
(a) You agree that both you and NLC would jointly own all intellectual property or such other proprietary rights arising from and/ or derived from your Nuffnang.Live Commerce Shows including but not limited to your customers, buyers, clients, sales records and all other data or information relating thereto.
(b) All intellectual property over the Platform, the Content and any future developments thereto shall remain with NLC. All intellectual property over any derivatives of Your Content created and developed or modified by NLC shall belong to NLC.
5.5 Indemnity for breach of intellectual property laws
You shall indemnify, defend and hold harmless NLC and its subsidiaries, affiliates, related entities, directors, officers, agents, representatives, co-branders and employees from all actions, claims and demands which may be instituted or made against you arising from your use of third party’s intellectual property rights or violation of any applicable intellectual property laws.
6. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Your Positive Covenants
You agree and undertake to NLC to:
(a) to be solely responsible for Your Content, its quality, authenticity and the value of Your Products;
(b) comply with the requirements of all applicable industry codes published by the Malaysian Communications and Multimedia Commission;
(c) provide NLC with proof of identity or other documents, licenses or approvals which NLC may reasonably request;
(d) to ensure all information provided by you or to be provided by you is accurate, complete and correct; and
(e) maintain all necessary licenses, consents, permissions relevant to these Terms & Conditions and the transactions contemplated hereunder.
6.2 Your Negative Covenants
You shall not, and agree and undertake to NLC not to:
(a) upload, post, transmit or otherwise make available any Your Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of Your Content transmitted through the Services;
(d) remove or alter any proprietary notices from the Platform;
(e) cause, permit or authorise the modification, creation of derivative works, or translation of the Services without our express permission;
(f) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein or for fraudulent or illegal purposes;
(g) use the Service in a dishonest or fraudulent way to obtain any advantage, benefit or secret profit from any third party.
(h) take any action that may undermine or manipulate the feedback or ratings systems;
(i) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by us with respect to the Services and/or data transmitted, processed or stored by us;
(j) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or business information;
(k) upload, email, post, transmit or otherwise make available any of Your Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(l) upload, email, post, transmit or otherwise make available any of Your Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(m) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;
(n) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
(o) participate in any activities relating to pyramid schemes, ‘Ponzi’ schemes, gambling, sweepstakes, raffles, lotteries and other illegal activities;
(p) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
(q) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
(r) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
(s) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, regulation, code, directive, guideline or policy including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-fraud, anti-money laundering, counter-terrorism, unlawful proceeds;
(t) use the Services in violation of or to circumvent any sanctions or embargo administered or laws enforced;
(u) use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
(v) infringe the rights of NLC, including any intellectual property rights and any passing off of the same thereof;
(w) use the Services to mine, collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.
In particular, you shall not, directly or indirectly, solicit, accept, engage, negotiate, enter into or in whatsoever manner deal with any third party for arrangement, product, services which is in similar or in competitive nature with NLC.
6.3 Your Representations & Warranties
By accessing the Platform, use of the Services and/or registering an Account with us, you irrevocably represent and warrant to NLC that:
(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian’s consent), right and ability to accept and enter into these Terms & Conditions and to comply with all the terms and conditions contained herein;
(b) if you are representing and acting on behalf a corporate body, you possess the full authority, capacity, right and ability to accept and enter into these Terms & Conditions on behalf of the corporate body and to comply with all the terms and conditions contained herein;
(c) you will access and use the Platform and/or Services for lawful purposes only and in accordance with these Terms & Conditions and all applicable laws, rules, regulations, codes, directives, guidelines and policies in force from time to time; and
(d) if so required, you will make yourself available to, and to render full cooperation and assistance to NLC and/or the relevant authorities concerning any pending and future contentious matters, audits or investigations arising out of or in connection with your Account or use of the Platform and/or Services in order to ensure that such matters or investigations can be resolved amicably and efficiently.
7. DISCLAIMERS, EXCLUSIONS AND FORCE MAJEURE
7.1 The Platform and/or Services are provided "as is" and “as available” basis without any warranties, claims or representations made by us of any kind either expressed, implied or statutory, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance, custom or trade usage. Without limiting the foregoing and to the fullest extent permitted by applicable law, we do not warrant that the Platform and/or Services or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that the platform and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
7.2 While we endeavour to ensure that the Platform and/or Services are secured, you acknowledge and agree that the entire risk arising out of the access, use or performance of the Platform and/or the Services shall remain with you to the fullest extent permitted by applicable law.
Exclusions and Force Majeure
7.3 To the fullest extent permitted by applicable law, in no event shall we be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), product liability, strict liability or other theory), or other cause of action at law, in equity, by statute or otherwise, for:
(a) (i) loss of use; (ii) loss of profits; (iii) loss of revenues; (iv) loss of data; (v) loss of good will; or (vi) failure to realise anticipated savings, in each case whether direct or indirect; and
(b) any indirect, incidental, special, consequential, exemplary damages, arising out of or in connection with the use of or inability to use the Platform or the Services, including, without limitation, any damages resulting therefrom, even if we have been advised of the possibility of such damages.
7.4 NLC shall not be liable for any delay or failure to perform the Services, where the cause of such delay or failure is beyond its reasonable control. Such causes may include but not limited to an act of god, riot, civil commotion, strike (whether or not involving employees of NLC), lockout or other labour disturbance, fire, war, acts of foreign enemies, power outage, pandemics, epidemics, network congestion, telecommunications failure, electrical power failures, or any fault, interruption, disruption or malfunction of equipment, tools, utilities, communications, computer (software and hardware) services or networks, government order or change in any law or regulation which renders the performance impractical.
7.5 You acknowledge, accept and agree that all disclaimers, exclusions and limitations of liability set out in these Terms & Conditions represent a fair and reasonable allocation of risks and benefits of the agreement between NLC and you, taking all relevant factors into consideration, including without limitation the value of the consideration provided by you to NLC and the availability and costs of insurance with respect to the stated risks. You further agree that these disclaimers, exclusions and limitations shall be enforceable to the fullest extent permitted by applicable law.
8. VIOLATION OF TERMS & CONDITIONS
8.1 Any violation of these Terms & Conditions may result in a range of actions, including, without limitation, any or all of the following:
(a) Limits placed on Account privileges;
(b) Account suspension and subsequent termination; and/or
(c) Civil actions, including without limitation a claim for damages, specific performance and/or interim or injunctive relief.
8.2 If you believe a User on our Platform is violating these Terms & Conditions, please contact us via the contact details set out in the “Contact Us” page of the Platform.
9. SUSPENSION AND TERMINATION; ACCOUNT DEACTIVATION AND CLOSURE
Suspension and Termination
9.1 You agree that we may in our sole discretion, with or without notice, and without any liability to you or any third party, suspend or terminate your Account and your User ID, remove or discard from the Platform any of Your Content associated with your Account and User ID, cancel any transaction associated with your Account and User ID, withhold any and all sale proceeds, and/or take any other actions that we deem necessary. Grounds for such actions may include, but not limited to:
(a) the Account has been inactive for a consecutive period of twelve (12) months;
(b) having multiple user accounts or allowing unauthorised persons to access and use the Account;
(c) in our opinion, there is dishonesty, suspected fraud, illegality, criminality or misrepresentation in the conduct of your Account or your use of the Platform and/or Services;
(d) you are in breach or we have reasonable grounds to believe that you have breached any of these Terms & Conditions, terms and conditions of third party service providers including Facebook and/or any applicable terms and conditions as may be provided by NLC from time to time, or have engaged in any conduct prejudicial to NLC or in our opinion, your acts are prejudicial to NLC’s interest;
(e) you are in breach of any acts, statutes, laws, by-laws, rules, regulations, guidelines and/or policies imposed by any authority, regulatory body or government agency;
(f) you have acted in bad faith or with malicious intent, or that we have reasonable grounds to believe that your behaviour is harmful, of defamatory nature or abusive to other Users, third parties and/or NLC;
(g) your name is listed under any regulatory watchlist (including but not limited to listing related to terrorism and terrorism financing under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act (AMLATFPUAA) and/or such other laws and regulations of similar nature;
(h) if we are required to do so pursuant to an order of a court or by any governmental or regulatory authority having the relevant jurisdiction;
(i) you have submitted false documents or have declared false information during your registration with or application to NLC; and/or
(j) you fail to provide any additional information which we may request from you from time to time for verification purposes.
Use of the Platform, Services and/or an Account for suspicious, fraudulent, illegal, harassing, defamatory, threatening or abusive purposes may be referred by us to the relevant law enforcement authorities without notice to you.
9.2 If we suspend your Account and/or our Services to you pursuant to Clause 9.1 above, we shall have the right to commence investigation into such event and shall have the absolute right to hold back any and all money due to you (as the case may be) until and unless clearance has been obtained from the relevant authorities and/or the satisfactory completion of any investigation.
9.3 In the event your access and/or utilisation of the Platform and/or Services is suspended, ceased or terminated by us due to suspicious, fraudulent, illegal or unlawful transactions including but not limited to breaches of any law (including but not limited to the Financial Services Act 2013 and/or AMLATFPUAA or any rules, regulations, policies and/or guidelines made thereunder), you will not be entitled to obtain any money or refund whatsoever. It shall be lawful for NLC to retain for an indefinite period, or deal at its own discretion with, or release to the relevant authorities, any money or refund in accordance with applicable legislations, rules, regulation and/or guidelines. You shall not be entitled to claim any form of compensation for any loss arising therefrom.
Deactivation of Account
9.4 You may deactivate and close down your Account at any time if you notify us of your desire to do so by contacting our customer service team at the contact details set out in the “Contact Us” page of the Platform.
Consequences of Account Termination
9.5 For the avoidance of doubt, NLC shall be entitled to collect from you, and you shall pay to NLC, all fees and charges that you have incurred or owe to NLC prior to the deactivation or termination of Account.
9.6 Upon deactivation or termination of the Account due to any reason whatsoever, unless otherwise agreed in writing by us, you shall remain fully responsible and liable for any transaction, completed or incomplete, whether undertakes prior to or after such Account termination, between you and your buyers. You shall indemnify, defend and hold us harmless from and against any and all claims, demands, liabilities, actions, proceedings, costs and expenses (including legal costs) directly or indirectly suffered by us relating to the transaction between you and your buyers.
9.7 Any provision of these Terms & Conditions which expressly or by implication is intended to continue to remain effective and binding after the deactivation or termination of Account and/or the termination of Services, such as provisions concerning the your warranties, undertakings and indemnifications to NLC, shall survive such termination.
10. INDEMNITY & LIMITATION OF LIABILITY
10.1 You agree to indemnify, defend and hold us harmless, and our shareholders, subsidiaries, affiliates, related entities, directors, officers, agents, representatives, co-branders and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, the legal costs and dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (i) your violation or breach of any of these Terms & Conditions or any policy or guideline referenced herein, (ii) your use or misuse of the Platform or Services, (iii) your breach of any laws or any rights of a third party or, (iv) Your Products and/ or Your Contents.
10.2 To the maximum extent permitted, NLC shall not be liable for any direct, indirect, punitive, special, incidental or consequential damages whatsoever, including but not limited to, damages for loss of use, profits or data (howsoever arising, including negligence) arising out of:
(a) use or inability to use the Platform and/ or Services;
(b) provision or failure to provide the Platform and/ or Services;
(c) errors or omissions in any Content, or any loss or damage incurred as a result of use of, or reliance on any Content;
(d) statements or conduct of any third party;
(e) unauthorised use of your Account and password (if any);
(f) terms and conditions imposed by any third party service provider;
(g) insufficiency of or problems with any such third party’s background, goodwill or credit; or
(h) quality of services performed by third party or any other legal liability arising thereof.
10.3 Without prejudice to the generality of the foregoing, the entire liability of NLC for all claims in respect or in connection with these Terms & Conditions and the transactions contemplated hereunder, howsoever arising, shall in no circumstance exceed RM10,000.00.
11.1 All and any notices, demands, requests or other communications to be given or made under these Terms & Conditions shall be in writing, and shall be sufficiently given or made to the other party by serving such notice at or sending such notice by hand, registered post, facsimile, electronic mail or text messaging to the contact details as notified by one party to the other from time to time or via the communication channel made available on the Platform.
11.2 Notice shall be deemed given:
(a) in the case of hand delivery, upon the receipt of written acknowledgment signed by the recipient;
(b) in the case of registered post, five (5) business days after posting; and
(c) in case of facsimile, email, text messaging, or the communication channel available on the Platform, on the day of transmission provided that the sender has not received a failed or undeliverable message from host provider of the recipient within the day of transmission or a read receipt is sent to and received by the sender.
11.3 Notwithstanding Clauses 11.1. and 11.2 above, you acknowledge that you may from time to time communicate with us verbally through phone conversation to facilitate your request or the resolution of any issue or problem faced by you. If any significant subject matter has been agreed between NLC and you verbally via a phone conversation, our customer service team may thereafter put the same into writing and such notice will be sent to you via email for record.
12.1 We welcome information and feedback from you which will enable us to improve the performance of the Platform or quality of the Services provided. Please refer to our feedback procedure below for further information:
(a) Feedback may be made in writing through email set out in the “Contact Us” page of the Platform.
(b) Anonymous feedback will not be accepted.
(c) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
(d) Vague and/or defamatory feedback will not be entertained.
13. GOVERNING LAW AND JURISDICTION
13.1 These Terms & Conditions shall be governed by and construed in accordance with the laws of Malaysia without regard to the conflict or choice of law principles.
13.2 Any dispute, legal action or proceeding arising out of or in connection with these Terms & Conditions shall be submitted to the jurisdiction of the Malaysian courts, unless NLC in its own discretion chooses to submit the same for settlement via arbitration in Malaysia or otherwise.
14. GENERAL PROVISIONS
14.1 If any provision of these Terms & Conditions shall be deemed invalid, unlawful, void or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction. In such case, you acknowledge that NLC may introduce and come out with a substitute provision which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, covenant or undertaking and you hereby agree to accept and be bound by such substitute provision.
14.2 You are not allowed to assign, transfer or sublicense any rights and benefits granted to you hereunder.
14.3 Nothing in these Terms & Conditions shall constitute a partnership, joint venture or principal-agent relationship between you and us, nor does it authorise you to make any representations or incur any costs or liabilities on our behalf.
14.4 Our failure to exercise or delay in exercising of any claim, remedy, right, power or privilege under these Terms & Conditions shall not be operated and deemed as a waiver thereof, or any single or partial exercise of any claim, remedy, right, power or privilege shall not preclude any other or further exercise thereof or the exercise of any other claim, remedy, right, power or privilege by us. Our rights and remedies provided in these Terms & Conditions are cumulative and not exclusive of any rights or remedies otherwise provided by law.
14.5 These Terms & Conditions are solely for your and our benefit and are not for the benefit of any other person or entity, except for our affiliates and subsidiaries (and each of our affiliates' and subsidiaries' respective successors and assigns).
14.6 The terms and conditions set forth in these Terms & Conditions and any additional terms and conditions or policies included or referred to in these Terms & Conditions constitute the entire agreement and understandings between you and us with respect to the Platform and/or Services.
14.7 NLC RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN.
If you have any questions or concerns about these Terms & Conditions, please contact us via the contact details set out in the “Contact Us” page of the Platform.