INTRODUCTION

A. Midaz Orion Sdn. Bhd. (“Midaz Orion”) is an MSC Status company which provides digital and IT solutions particularly on web and digital portal development, CRM and digital marketing for small medium enterprises and multi-national corporations.

B. You (“Customer”) are a customer that has engaged Midaz Orion to develop a website for you (“Services”).

C. The Customer is desirous of engaging Midaz for the Services Orion and Midaz Orion is desirous of providing the Services premised upon the terms and conditions appearing here below.

1. SERVICES

1.1 Upon engagement of the Services by the Customer, the Customer shall give all the necessary and relevant information and/or documents for the purposes of the Services.

1.2 The Services shall be provided by Midaz Orion to the Customer in the following stages:

  • (a) Midaz Orion shall produce the first draft of the website for the Customer’s review within reasonable time (“1st Draft”);
  • (b) Upon the review of the 1st Draft by the Customer, the Customer may choose to:
    • (i) proceed to publish the website based on the 1st Draft, whereupon the Customer authorises Midaz Orion to do so; or
    • (ii) submit its proposed changes and/or amendments to Midaz Orion by way of the amendment request list provided by Midaz Orion (“1st Amendment Request List”) within seven (7) working days upon the Customer receiving the 1st Draft from Midaz Orion.
  • (c) In the event that the 1st Amendment Request List is submitted by the Customer to Midaz Orion, Midaz Orion shall produce the second draft of the website for the Customer’s review within ten (10) working days upon Midaz Orion receiving the 1st Amendment Request List from the Customer (“2nd Draft”);
  • (d) Upon the review of the 2nd Draft by the Customer, the Customer may choose to:
    • (i) proceed to publish the website based on the 2nd Draft, whereupon the Customer authorises Midaz Orion to do so; or
    • (ii) submit its proposed changes and/or amendments to Midaz Orion by way of the amendment request list provided by Midaz Orion (“2nd Amendment Request List”) within seven (7) working days upon the Customer receiving the 2nd Draft from Midaz Orion.
  • (e) In the event that the 2nd Amendment Request List is submitted by the Customer to Midaz Orion, Midaz Orion shall produce the third and final draft of the website for the Customer’s review within ten (10) working days upon Midaz Orion receiving the 2nd Amendment Request List from the Customer (“Final Draft”);
  • (f) Upon the review of the Final Draft by the Customer, the Customer may choose to:
    • (i) proceed to publish the website based on the Final Draft, whereupon the Customer authorises Midaz Orion to do so; or
    • (ii) submit its proposed changes and/or amendments to Midaz Orion by way of the amendment request list provided by Midaz Orion (“Final Amendment Request List”) within seven (7) working days upon the Customer receiving the Final Draft from Midaz Orion PROVIDED that the Final Payment (as defined in Clause 3.2(c) below) is paid by the Customer to Midaz Orion.

1.3 All proposed changes and/or amendments to the 1st Draft, 2nd Draft and Final Draft (whichever is applicable) shall be made by Midaz Orion strictly based on the 1st Amendment Request List, 2nd Amendment Request List and the Final Amendment Request List (whichever is applicable).

1.4 Midaz Orion shall not have any obligations whatsoever to entertain, accede and/or agree to any proposed changes and/or amendments to the 1st Draft, 2nd Draft and Final Draft (whichever is applicable) which are not made by way of the procedures stipulated in Clauses 1.2 and 1.3 above.

2. AMENDMENTS TO THE DRAFTS

2.1 In relation to the 1st Amendment Request List:

  • (a) the Customer shall be responsible to highlight any errors and/or mistakes in the 1st Draft and bring it to Midaz Orion’s attention through the 1st Amendment Request List;
  • (b) during the course of preparing the 2nd Draft based on the 1st Amendment Request List, in the event that there are no specific request(s) for changes and/or amendments by the Customer such as the type or colour of the font used for the website, Midaz Orion shall exercise its own discretion based on its usual practice; and
  • (c) in the event that certain changes and/or amendments raised in the 1st Amendment Request List were not captured in the 2nd Draft, such changes and/or amendments shall be addressed in the 2nd Amendment Request List.

2.2 In relation to the 2nd Amendment Request List:

  • (a) the Customer shall be responsible to highlight any errors and/or mistakes in the 2nd Draft and bring it to Midaz Orion’s attention through the 2nd Amendment Request List;
  • (b) during the course of preparing the finalised draft based on the Final Amendment Request List, in the event that there are no specific request(s) for changes and/or amendments by the Customer such as the type or colour of the font used for the website, Midaz Orion shall exercise its own discretion based on its usual practice.

2.3 In relation to the Final Amendment Request List:

  • (a) the Customer shall be responsible to highlight any errors and/or mistakes in the Final Draft and bring it to Midaz Orion’s attention through the Final Amendment Request List;
  • (b) during the course of preparing the Final Draft based on the 2nd Amendment Request List, in the event that there are no specific request(s) for changes and/or amendments by the Customer such as the type or colour of the font used for the website, Midaz Orion shall exercise its own discretion based on its usual practice.

2.4 Midaz Orion is entitled to impose additional charges for any additional work which are:

  • (a) substantially different from the original scope of works as proposed by the Customer to Midaz Orion before the issuance of the 1st Draft; and/or
  • (b) substantially different in nature;

including but not limited to 3D modelling, photoshooting, videography, website’s functions, features and others.

2.5 For the avoidance of doubt:

  • (a) upon the submission of the 1st Amendment Request List, 2nd Amendment Request List and Final Amendment Request List, whichever is applicable, by the Customer to Midaz Orion, the 1st Amendment Request List, 2nd Amendment Request List and Final Amendment Request List, whichever is applicable, would be deemed as final and cannot be modified;
  • (b) Midaz Orion shall not be liable and/or responsible for any undesirable outcome arising from the Customer’s proposed changes and/or amendments raised in the 1st Amendment Request List, 2nd Amendment Request List and Final Amendment Request List.

3. PAYMENT

3.1 The Customer shall pay a sum of Ringgit Malaysia … (RM….) to Midaz Orion for the Services (“Payment Sum”).

3.2 Subject to Clause 3.3 below, the Payment Sum shall be paid by the Customer to Midaz Orion in the following manner:

  • (a) seventy per centum (70%) of the Payment Sum shall be made upon receiving the Invoice for confirming the services with Midaz Orion; production of the 1st Draft by Midaz Orion;
  • (b) twenty per centum (20%) of the Payment Sum shall be made upon the production of the 1st Amended Draft by Midaz Orion; and
  • (c) ten per centum (10%) of the Payment Sum shall be made upon the production of the 2nd Amended Draft by Midaz Orion;.

3.3 In the event that the Customer elects to publish the website based on the 1st Draft pursuant to Clause 1.2(b)(i) above, the full Payment Sum shall be paid by the Customer to Midaz Orion.

3.4 The Customer’s obligation to pay the sums as per Clause 3.2 above or the relevant payment terms as stated in the relevant Invoice.

4. INDEMNITY

4.1 The Customer shall indemnify and keep Midaz Orion fully and effectively indemnified against any and all losses, liabilities, claims, damages, cost and expenses which Midaz Orion may sustain or incur which is caused directly or indirectly by any breach of the obligations of the Customer under this Terms and Conditions.

4.2 The Customer shall further indemnify and keep Midaz Orion fully and effectively indemnified against any and all losses, liabilities, claims, damages, cost and expenses which the Customer may sustain or incur, or which may be brought against it by any third party which arise out of or in relation to or by reason of the publication of the website.

5. NO PARTNERSHIP

Nothing contained herein shall be deemed or construed in anyway as creating the relationship of partnership, or principal and agent between the Customer and Midaz Orion.

6. SEVERABILITY

If any portion of this Agreement shall be declared invalid by order, decree or judgment of a court of competent jurisdiction, this Agreement shall be construed as if such portion had not been inserted herein and such portion shall not affect the remaining provisions of this Agreement which shall remain valid.

7. NOTICES

  • 7.1 Any notice, request or demand required to be served by a Party to another Party in this Agreement shall be in writing and shall be deemed to be sufficiently served:(a) if sent by registered post to the other Party’s address mentioned in this Agreement, in which case it shall be deemed to have been received by the other Party at the time when such registered post would in the ordinary course of such post be delivered; or
  • (b) if despatched by hand to the other Party’s address hereafter mentioned, in which case it shall be deemed to have been received by the other Party’s at the time when such letter is delivered by hand; or
  • (c) if transmitted by facsimile to the other Party’s fax number (if any), in which case it shall be deemed to have been received upon completion of transmission and receipt of the transmission report showing successful transmission.
  • 7.2 Responding to Enquiries
  • (a) All enquiries received during working hours will be responded to by between 5.00 pm to 6.00 pm on the same day.
  • (b) All enquiries received after working hours will be responded to by between 5.00 pm to 6.00 pm the next working day.

8. GOVERNING LAWS AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia.

9. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by each Party on separate counterparts, each of which is an original but, together, they constitute one and the same agreement.

10. ENTIRE AGREEMENT AND AMENDMENT

This Agreement constitutes the entire agreement between the Parties hereto and merges all the prior discussions between them relating thereto. No amendment or modification of this Agreement shall be valid and binding upon the Parties unless made in writing and signed on behalf of each of the Parties by their respective duly authorized representatives.