HOSTING SERVICES (hereinafter defined) is offered by Saharo Booking Services Sdn Bhd Company No. 201901011666 (1320994-M) to business entities subject to the following terms and conditions:
In this Agreement, unless there is something in the subject or context inconsistent with such expression or unless it otherwise expressly provided:
"Agreement" or "these Terms" mean the terms and conditions hereunder applicable to Vendor(s) and User(s).
"Applicant" refers to any Business Entities that is making an application for to be registered as Vendor(s).
"Application" refers collectively to Saharo’s mobile, tablet and other smart device applications, and application program interfaces.
"Business Entities" collectively refers duly organized registered business entities which includes companies, sole-proprietorships, partnerships, societies or individual(s).
"Content" refers to pictures, images, video or animation.
"Excluded Losses" means includes loss, damage, costs, risks, charges and/or expenses of whatsoever nature and howsoever arising, inclusive of delays, loss of opportunities and inconveniences, whether direct, indirect, joint, several, actual, contingent or otherwise (including loss of profits, consequential loss and legal fees on a full indemnity basis).
"Hosting Services" or "Services" means the services offered by Saharo to Vendor(s) for Listing whereby User(s) can communicate and transact directly with the Vendor(s) for Product(s).
"Product(s)" refers to products and/or services offered by the Vendor(s) which are published in the Platform from time to time.
"Platform" means Saharo's online marketplace platform that enables (i) User(s) to place bookings for purchase of products and services directly with the Vendor(s);and (ii) Vendor(s) publishing/listing their Product(s) whereby User(s) can communicate and transact directly with the Vendor(s) for purchase of Product(s).
"Platform Fee" refers to such fee that Saharo may impose upon the Vendor(s) for the Services which is deductible directly by Saharo from such amount paid by User(s) for each and every booking placed by the User(s) for Product(s) listed in the Platform.
"Law(s)" means the laws, regulations, policies, guidelines, rules and requirements (whether or not having the force of law) in Malaysia governing Saharo, the Services and the Vendor(s), User(s) or the Visitor(s) (as may be applicable).
"Listing" refers to listing that each respective Vendor(s) creates in the Platform to publish their respective Product(s), and shall include other relevant information (as applicable).
"Personal Data" or "personal data" or "personal information" means personal data as defined in Malaysia Personal Data Protection Act 2010.
"Saharo" refers to Saharo Booking Services Sdn Bhd bearing Malaysia Company Registration No.201901011666 (1320994-M)).
"Saharo Booking Services" or "Booking Services" shall mean online booking services offered by Saharo to User(s) to place booking for Product(s) in the Listing by placing such stipulated booking deposit with Saharo and thereafter communicate and transact directly with the relevant Vendor(s) to complete the purchase of the Product(s).
"User(s)" refers to any individual whose online registration to subscribe to the Booking Services has been accepted and approved by Saharo.
"Tax" or "Taxes" means a tax, levy, duty, charge, deduction and withholding (without limitation goods and services tax (GST), if applicable), however it is described that is imposed under the Law(s) by Taxation Authority with any related interest, penalty, fine or other charge;
"Taxation Authority" means any government, state or municipality or any local, state, federal or other authority, body of official exercising a fiscal, revenue or excise function.
"Vendor(s)" refers to any registered business entities which includes companies, sole-proprietorships, partnerships, societies or individual(s) that list or publish his/her/its/their Product(s) in the Platform.
"Vendor(s) Account" refer to a designated account created simultaneously with the registration as a Vendor(s) with Saharo.
"Vendor(s) Content" refers such pictures, images, video or animation that Saharo permits the Vendor(s) to include in their Listing.
Construction and interpretation
In this Agreement, unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided:
words denoting one gender include all other genders;
words denoting the singular include the plural and vice versa;
where a word or phrase is given a defined meaning in this Agreement any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning;
any reference to a sub-paragraph, paragraph, sub-clause, clause, Annex or party is to the relevant sub-paragraph, paragraph, sub-clause, clause, Annex or Party of and to this Agreement and any reference to this Agreement or any of the provisions hereof includes all amendments and modifications made to this Agreement from time to time in force;
any reference to a statutory provision includes any modification, consolidation or re-enactments thereof for the time being in force, and all statutory instruments or orders made pursuant thereto;
"Ringgit" and the abbreviation "RM" mean the lawful currency of Malaysia;
any reference to "writing", or cognate expressions, include any communication effected by facsimile transmission or other comparable means;
if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day.
the headings in these Terms are inserted merely for convenience of reference and shall be ignored in the interpretation and construction of any of the provision herein contained; and
any reference to a "day", "week", "month" or "year" is to that day, week, month or year in accordance with the Gregorian calendar
Scope of Services
The Services enables Vendor(s) to receive bookings for their Product(s) directly from User(s) through the Platform and thereafter the respective User(s) and Vendor(s) communicates directly with each other to complete the sale and purchase of the Product(s).
Saharo as the Platform provider does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any of the Product(s) published by Vendor(s) on the Platform.
The Vendor(s) alone are responsible for the Product(s) published in the Platform. The User(s) in placing booking(s) for Product(s) through the Platform is entering into a contract directly with the Vendor(s). Saharo is not and does not become a party to the contract between the User(s) and Vendor(s) or any other parties.
At Saharo’s absolute discretion, although under no obligation, it may facilitate resolution of any dispute between the User(s) and Vendor(s). In relation to Product(s) published by Vendor(s) in the Platform, Saharo has no control over and does not guarantee:
the existence, quality, safety, suitability, or legality of any Product(s).
the truth and accuracy of any Product(s) published, ratings, reviews or other Vendor(s) Content in the Platform.
the performance and conduct of Vendor(s) or any third party.
nor endorse any Vendor(s) (including without limitation their Product(s) published in the Listing.
Vendor(s) shall always exercise his/her own due diligence and care directly with the User(s) in relation to the sale of their Product(s) to the User(s).
The Platform may contain links to third-party websites or resources (hereinafter collectively referred as “Third-Party Services”). The Third-Party Services may be subject to different terms and conditions, privacy practices and policies. Saharo is not responsible or liable for the availability or accuracy of such Third-Party Services, or the contents, products, or services available from such Third-Party Services. Links to such Third-Party Links are not an endorsement of Saharo of such Third-Party Services.
Due to the nature of the internet, Saharo cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform and Services. Saharo at its absolute discretion may restrict availability of the Platform or any part of the areas or the features thereof, if Saharo views it necessary taking into account capacity limits, the security or integrity of Saharo’s servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform.
Eligibility, Access, User(s) Verification and Third-Party Terms
Eligibility. In order to register, potential Vendor(s) must be a duly organized registered business entities which includes companies, sole-proprietorships, partnerships, societies or individual(s) (collectively referred as "Business Entities") under the Law(s) of Malaysia and are able to enter into legally binding contracts.
Saharo right for access. (s) acknowledges that Saharo may access and use the Platform. Such access and use without limitation will include completing verification process, meeting quality and eligibility criteria, meeting ratings or reviews.
No obligation to verify User(s). (s) acknowledges and agree that verification of User(s) through the internet is difficult. Therefore, Saharo do not assume responsibility for the confirmation of User(s) identity. Although for transparency and fraud prevention purposes, Saharo may but have no obligation to (i) ask User(s) to provide National Registration Identity Card, Passport or other information or undertake additional checks designed to help verify the identities or backgrounds of User(s), (ii) screen User(s) against third party databases or other sources and request reports from service providers, and (iii) where Saharo have sufficient information to identify a User(s), obtain reports from public records of criminal convictions if permitted by Law(s) of Malaysia (collectively "Identity Verification"), Saharo is not under any obligation to carry out any such Identity Verification nor shall Saharo be liable for any Excluded Losses arising therefrom.
Third party terms. accessing or downloading Application from the Apple App Store and Google Play Store, the Vendor(s) agree to Apple’s / Google Application End User License Agreement. Vendor(s) use of Google Maps shall be subject to Apple Maps Additional Terms of Service.
Registration as Vendor(s)
Online registration and authorization proper. To access and use certain features of the Platform, such as for publishing their Product(s), the Applicant must register for Vendor(s) Account. Any Applicant in applying to register for Vendor(s) Account represents and warrants that the individual representing the Business Entities (if the application for non-individual Applicant) has the legal authority to legally bind the relevant Business Entities, and that he/she has the authority to legally bind that Business Entities and grant Saharo all permissions and licenses provided in these Terms.
Passcode. Applicant may register for Vendor(s) Account by using email address and creating a password, or through the Applicant’s account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). Vendor(s) have the ability to disable the connection to their Vendor(s) Account at any time, by accessing the “Setting” section of the Platform.
Application. Any person may access or download Application from the Apple App Store / Google Play Store. Applicant or Vendor(s) (as applicable) agree to Apple’s / Google Application End User License Agreement. Vendor(s) use of Google Maps shall be subject to Apple Maps Additional Terms of Service. Alternatively, an applicant may register as a Vendor(s) by way of using business email address and creating a password.
Information. Applicant for registration as a Vendor(s), must provide accurate, current and complete information during the registration process. Upon registration, the Vendor(s) shall at all times keep the Vendor(s) Account profile page information up-to-date. The Vendor(s) shall be liable for all activities conducted under the Vendor(s) Account.
Single account. Unless authorized otherwise by Saharo, a Vendor(s) is only entitled to maintain one (1) Vendor(s) Account.
Credentials. The Vendor(s) agree that it is the Vendor(s) responsibility to keep the Vendor(s) Account credentials confidential and shall not disclose its credentials to any third party. Vendor(s) undertakes to notify Saharo immediately if there are any reason to suspect of its credential having been compromised (without limitation disclosure to third party) or in case of any actual or suspected unauthorized use of the Vendor(s) Account.
Right to decline. Saharo reserve sole and absolute discretion to decline any application by any Applicant to register as a Vendor(s) without assigning any reason thereto.
Additional requirements. Notwithstanding successful registration as Vendor(s), Saharo at any given time, as it deems necessary, may impose such additional requirement(s) (e.g. completing any further verification process set by Saharo).
Right for suspension or termination. Notwithstanding successful registration as Vendor(s), Saharo reserves the right at any time (in its absolute discretion and without giving notice thereof to the Vendor(s) or assigning any reason therefor) to restrict or limit a Vendor(s) access to the Vendor(s) Account or the Services whether permanently or temporarily or forthwith to determine registration as Vendor(s).
At its sole discretion, Saharo may enable Vendor(s) to:
create, upload, post, send, receive and store content through the Platform ("Vendor(s) Content")
access and view Vendor(s) Content and any content that Saharo by itself makes available on or through the Platform, which includes proprietary Saharo content and any content licensed or authorized for use by or through Saharo from a third-party ("Saharo Content"). (Saharo Content and together with Vendor(s) Content shall be referred hereinafter as "Collective Content")
Vendor(s) acknowledge and agree that the Platform, Vendor(s) Content and Saharo Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Malaysia and other countries.
Vendor(s) acknowledge and agree that the Platform, Vendor(s) Content and Saharo Content, including all associated intellectual property rights are exclusive property of Saharo and/or its licensor or authorizing third-parties.
Vendor(s) shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Saharo Content or Vendor(s) Content.
Vendor(s) acknowledges that all trademarks, service marks, logos, trade names, and any other source identifiers of Saharo used on or in connection with the Platform and Saharo Content are trademarks or registered trademarks of Saharo in Malaysia or abroad.
Vendor(s) acknowledges that trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, Saharo Content, and/or Collective Content are used for identification purposes only and may be property of their respective owners.
Vendor(s) will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent the Vendor(s) is the legal owner of certain Vendor(s) Content or as expressly permitted under these Terms.
Vendor(s) is not granted any licenses or rights by implication or otherwise under any intellectual property rights owned or controlled by Saharo or its licensors, except for the licenses and rights expressly granted under these Terms.
Provided always, the Vendor(s) complies with these Terms, Saharo grants the Vendor(s) a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to download and use the Application on Vendor(s)’ own devices(s); and (ii) access and view any Collective Content made available on or through the Platform and accessible to the Vendor(s), solely for the Vendor(s) own non-commercial use.
Vendor(s) is solely responsible for all Vendor(s) Content that Vendor(s) makes available on or through the Platform. In accordance thereto, Vendor(s) represent and warrant that:
the Vendor(s) is either the sole and exclusive owner of the all Vendor(s) Content that the Vendor(s) makes available on or through the Platform or the Vendor(s) has all the rights, licenses, consents and releases that are necessary to grant to Saharo the rights in and such Vendor(s) Content contemplated under these Terms; and
neither the Vendor(s) Content nor the Vendor(s) posting, uploading, publication, submission or transmittal of the Vendor(s) Content or Saharo’s use of the Vendor(s) Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable Law(s).
Vendor(s) shall not post, upload, publish, submit or transmit any Vendor(s) Content that:
is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
is defamatory, libelous, obscene, pornographic, vulgar or offensive;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
Promotes illegal or harmful activities or substances;
Violates Saharo Content Policy or any other Saharo Policy.
Saharo may, without prior notice, remove or disable access to any Vendor(s) Content that Saharo finds to be in violation of applicable Law(s), these Terms or, any Saharo’s then current policies or standards, or otherwise may be harmful or objectionable to Saharo, its User(s), other Vendor(s), third parties, or property.
In the event the Vendor(s) believe that any content on the Platform infringes the copyrights that the Vendor(s) owns, the Vendor(s) undertakes to notify Saharo immediately.
The Vendor(s) in creating and publishing at the Listing, shall: -
provide complete and accurate information about its Product(s) without limitation such as listing description, location, and calendar availability (as applicable).
disclose any deficiencies, restrictions and requirements that apply (such as any minimum age, proficiency or fitness requirements) as applicable to the Product(s).
provide any other relevant information requested by Saharo.
ensure any terms and conditions in the Vendor(s) Listing do not conflict with these Terms without limitation in relation to cancellation of Product(s) booking.
be solely responsible for keeping the Vendor(s) Listing information up-to-date at all times.
solely responsible for setting a price (including any Taxes if applicable) for the Product(s) published in the Listing ("Listing Fee"). Upon a User(s) request for booking in the Listing, the Vendor shall not request the User(s) to pay a higher price than that in the booking request.
Vendor(s) undertakes to ensure the pictures, animations or videos (collectively, "Images") used in the Listing by the Vendor(s) accurately reflect the quality and condition of the Vendor(s) Product(s). Saharo reserves the right to require that Listing have a minimum number of Images of a certain format, size and resolution.
The placement and ranking of Listings in search results on the Platform may vary and depend on a variety of factors, such as User(s) search parameters and preferences, Vendor(s) requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, User(s) Review and Ratings, type of the Product(s) the Vendor(s) offer, and/or ease of booking.
When the Vendor(s) accepts and have pre-approved a booking request by a User(s), the Vendor(s) is entering into a legally binding agreement with the User(s) and are required to provide the Product(s) to the User(s) as described in the Listing when the booking request is made. Vendor(s) agree to pay the applicable Platform Fee and any applicable Taxes.
Saharo recommends that Vendor(s) obtain appropriate insurance for their Product(s). Vendor(s) undertakes to review any respective insurance policy carefully, and in particular to ensure that the Vendor(s) is familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not such insurance policy will cover the actions or inactions of User(s) (and the individuals the User(s) has booked for, if applicable) while using the Vendor(s) listed Product(s) in the Listing.
In consideration for Services, Saharo charges Vendor(s) for Platform Fee. For more information and computation of the applicable Platform Fee, kindly get it touch with Saharo’s support team.
Any applicable Platform Fee (including applicable Taxes) will be displayed to the Vendor(s) prior to publishing of the said Vendor(s) Product(s) in the Platform. Saharo reserves the right to change the Platform Fee and at any time by providing 14 calendar days prior notice to the Vendor(s) before such revised rate becomes effective. Such change in Platform Fee will not affect any bookings already made by User(s) with the Vendor(s). Unless expressly provided otherwise by Saharo, any Platform Fee deducted are not refundable.
The typical process of booking for Product(s) under the Services by User(s) is as follow: -
A User(s) may opt to place a booking for any Product(s) in the Listing.
Upon the User(s)’ input of all the relevant details required for any selected Product(s) in the Listing, the Platform will provide the complete breakdown of applicable booking deposit (including any applicable taxes) payable by User(s) to Saharo and such amount payable by User(s) directly to the relevant Vendor(s).
Upon receipt of the booking deposit (including any applicable taxes), the Platform will generate receipt together with the confirmation of the booking placed with the applicable Vendor(s). From the booking deposit received from the User(s), Saharo will deduct the Platform Fee payable by the Vendor(s) to Saharo for the Services.
Upon receipt of a booking confirmation from Saharo, a legally binding contract is formed between the User(s) and Vendor(s)
Saharo reserves the right to change the applicable Platform Fee at any time. Any change in Platform Fee shall not affect any bookings already placed and accepted prior to the change in the Platform Fee.
Booking modification, cancellation and refund policy
Vendor(s) and User(s), by and between them, are responsible for any modifications to a booking that they make via the Platform ("Booking Modifications"). Any such Booking Modification will not prejudice any Platform Fee that Saharo is entitled to receive under the original booking.
If any Vendor(s) cancels a confirmed booking, the User(s) will be entitled to receive a full refund of full booking deposit paid for such booking. The Vendor(s), in such event, shall refund any fee paid by Saharo to the Vendor(s) in full plus an additional sum equivalent to 10% of such booking deposit being reasonable damages for such cancellation.
In certain event, Saharo may at its sole and absolute discretion may cancel any pending or confirmed booking and initiate corresponding refunds and payouts where Saharo deems in its sole opinion necessary (whether or not it is reasonable) to avoid significant harm to Saharo, User(s), other Vendor(s), third parties or property, or (ii) for any of the reasons set out in these Terms.
If a User(s) or Saharo cancels a confirmed booking, the User(s) shall receive a refund in accordance with the User(s) Refund Policy or the applicable cancellation policy set by Saharo, if the Vendor(s) has already been paid, Saharo will be entitled to recover the amount of any such refund from the Vendor(s), including by subtracting such refund amount out from any future payouts due to the Vendor(s).
Ratings and review
After completing a booking and certain period thereafter, User(s) may leave a public review ("Review") and submit a star rating ("Rating") of the Product(s) etc. Ratings or Reviews reflect the opinions of individual User(s) and do not reflect the opinion of Saharo. Ratings and Reviews are not verified by Saharo or accuracy and may be inaccurate, incorrect or misleading. Vendor(s) agree and acknowledges that Saharo shall not be held responsible nor liable for any such Review or Rating.
Vendor(s) is/are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply arising from Vendor(s) use of the Platform. In relation thereto, the Vendor undertakes not to nor assist or enable others to:
breach or circumvent any applicable Law(s) or regulations, agreements with third-parties, third-party rights, or these Terms
use the Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Saharo endorsement, partnership or otherwise misleads others as to Vendor(s) affiliation with Saharo
use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
offer, as a Vendor(s), any product or services that Vendor(s) do not own or have permission to make available through the Platform;
use the Platform to accept a booking independent of the Platform, to circumvent any Platform Fee or for any other reason;
request or accept for booking deposit outside of the Platform. In default, the Vendor(s) acknowledge and agree that it will be in breach of these Terms and accept all risks and responsibility associated therewith and undertakes to hold Saharo harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
misuse or abuse any services associated with the Platform as determined by Saharo in its sole discretion;
use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, Saharo's name, any Saharo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Saharo's express written consent;
dilute, tarnish or otherwise harm the Platform brand in any way, including through unauthorized use of Collective Content, registering and/or using Platform or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Platform domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Saharo or any of Saharo's providers or any other third party to protect the Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
export, re-export, import, or transfer the Application except as authorized by applicable Law(s) (including Law(s) of Malaysia), the export control laws of Malaysia, and any other applicable Law(s);
violate or infringe anyone else’s rights or otherwise cause harm to anyone.
Vendor(s) acknowledge that Saharo has no obligation to monitor the access to or use of the Platform by any Vendor(s) or to review, disable access to, or edit any Vendor(s) Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) comply with applicable Law(s)or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Vendor(s) Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Vendor(s) agree to cooperate with and assist Saharo in good faith, and to provide Saharo with such information and take such actions as may be reasonably requested by Saharo with respect to any investigation undertaken by Saharo or a representative of Saharo regarding the use and abuse of Platform.
If any Vendor(s) is of the opinion that any User(s) that it interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) Vendor(s) suspect of stealing from the Vendor(s), or (iii) engages in any other disturbing conduct, Vendor(s) should immediately report such person to the appropriate authorities and then to Saharo by contacting Saharo with your police station and report number (if available). Vendor(s) agree that any report that Vendor(s) makes will not obligate Saharo to take any action (beyond that required by Law(s)if any.
Suspension or termination
Saharo reserves the right at any time (in its absolute discretion and without giving notice thereof to the Vendor(s) or assigning any reason therefor) to restrict or limit a Vendor(s)’s access or to refuse or otherwise withhold all privileges whether permanently or temporarily or forthwith to determine membership and to withdraw all privileges whether attached to the use of the Services or otherwise.
Vendor(s) shall have no right to damages or indemnification of any nature against Saharo due to suspension or termination of this Agreement and expressly waives and renounce any claim to compensation.
Due diligence on User(s). Notwithstanding that Saharo may have carried prior verification or identification process (“due diligence”) on User(s) that may place booking through the Platform for Product(s) with the Vendor(s), such due diligence is on best efforts and shall not be deemed guarantee from Saharo about the User(s) without limitation in relation to identity, background or the trustworthiness of the User(s). Saharo excludes all Excluded Losses arising from Vendor(s) dealing with User(s) pursuant to these Terms.
Vendor(s) direct contract with User(s). Except to the extent of such provisions expressly provided under these Terms, Vendor(s), in receiving any booking for Product(s) from a User(s), is entering into a direct contract with each other. Saharo is not and does not become a party to any contract between the Vendor(s) and User(s).
No control. Vendor(s) acknowledges that Saharo does not nor be deemed to direct or control Vendor(s) generally or their performance under these Terms and in relation to the provision of the Services. The Vendor(s) further acknowledges that it has complete liberty to participate in the Services or otherwise engage in other businesses.
Translation. As part of its promotional activity for the exposure of Platform and the listing of Vendor(s) to non-English speakers, Saharo may translate in whole or in part contents in the Platform and such other contents without limitation Vendor(s) contents and such other contents. Saharo cannot guarantee the accuracy or quality of such translation. The Platform may contain translations powered by Google. Vendor(s) acknowledges that Google disclaims all warranties related to such translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties or merchantability, fitness for a particular purpose and non-infringement.
The disclaimers under Clause 14, shall apply to the maximum extent permitted by Law(s). Any statutory rights that the Vendor(s) may have shall be limited to the maximum extent permitted by Law(s).
Liability limitation and exclusions
Vendor(s) acknowledge and agree that, to the maximum extent permitted by Law(s), the entire risk arising out of the Vendor(s) access to and use of the Platform, contents therein, publishing their Listing via the Platform or any other interaction the Vendor(s) may have with other Vendor(s) or User(s) whether in person or online remain with the said Vendor(s).
Neither Saharo nor any other party involved in creating, producing, or delivering the Platform or the contents therein will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or any damages for personal or bodily injury or emotional distress arising out of or in connection with the (i) these Terms, (ii) inability to use the Platform, (iii) from communications, interactions or meetings with other Vendor(s) or User(s) or other persons with whom the Vendor(s) communicate, interact or meet with as a result of Vendor(s) or User(s) use of the Platform, or Vendor(s) publishing their Product(s) ), whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Saharo has been informed of the possibility of such damage.
In no event will Saharo aggregate liability arising out or in connection with these Terms or the Services shall exceed RM100.00 (Ringgit Malaysia: One Hundred Only).
To the maximum extent permitted by applicable Law(s), the Vendor(s) agree to release, defend (at Saharo’s option), indemnify, and hold Saharo and its affiliates and subsidiaries, including their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, without limitation, reasonable legal and accounting fees, arising out of or in connection with (i) Vendor(s) breach of these Terms or Saharo’s Policies or Standards, (ii) Vendor(s) improper use of the Platform or the Services, (iii) Vendor(s) interaction with any other Vendor(s) or any User(s) including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection therefrom, or (v) Vendor(s) or any User(s) breach or violation of applicable Law(s) or third party rights.
These Terms shall be governed by the laws of Malaysia and the rights of all the Parties hereto and each provision hereof shall be construed and have effect only according to the laws of the Malaysia.
With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with these Terms, each Party irrevocably submits to the exclusive jurisdiction of the Malaysian courts.
The Agreement between Saharo and the Vendor(s) shall be deemed to be executed at Saharo head office in Kuala Lumpur and any breach of this Agreement shall be deemed to have arisen in Kuala Lumpur irrespective of where the User(s) resides, employed or carrying out his/her business.
Personal Data Protection
In the event Vendor(s) receives personal data [as defined under the Malaysian’s Personal Data Protection Act 2010 hereafter referred as ‘PDPA’] from Saharo to facilitate this Agreement, the Vendor(s) agrees and undertakes:
to be bound by any privacy law, regulation or rule as may be imposed by any legal, regulatory, governmental or statutory body, including but not limited to the PDPA.
to use the personal data solely for the purpose of facilitating this Agreement. The personal data shall not be used for any other purpose except with the expressed written consent of Saharo and the individual to whom the personal data refers.
to use the highest standard of diligence to ensure that its employees and representatives observe the confidentiality of the personal data and will prohibit any unauthorized access to, use or duplication of any of the personal data in whole or in part.
to notify Saharo immediately of any unauthorized possession, use or disclosure of personal data by any person or entity not authorized by this Agreement to have such possession, use or knowledge. Vendor(s) will promptly furnish Saharo full details of such possession, use or knowledge and will cooperate fully with Saharo in any litigation against third parties deemed necessary by Saharo to protect the personal data
In amplification to Clause 18.1, where Vendor(s), receives any personal data from Saharo and or its related companies pursuant to this Agreement, it shall ensure that it fully complies provisions of the PDPA and only deals with the data for the purpose of use as stipulated in and to fulfil its obligations under this Agreement and shall indemnify Saharo for any breach of the PDPA which renders Saharo liable for any costs, claims or expenses.
In fulfilment of its obligations under the PDPA, Vendor(s) shall have such systems in place to ensure:
Compliance with the PDPA
In particular, compliance with the Security Principle (as defined in the PDPA) which deals with the security of personal data and requires the taking of practical steps to protect data from any loss misuse, modification, unauthorized or accidental access or disclosure -
to the nature of the personal data and the harm that would result from such loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction;
to the place or location where the personal data is stored;
to any security measures incorporated into any equipment in which the personal data is stored;
to the measures taken for ensuring the reliability, integrity and competence of personnel having access to the personal data; and
the measures taken for ensuring the secure transfer of the personal data.
the reliability of all its employees who may be involved in processing the personal data, Vendor(s) shall take all reasonable steps to ensure that all its partners contractors and agents comply with this clause where they are processing any of any personal data on behalf of Saharo shall allow reasonable access to such information by way of audit or otherwise as is necessary to ensure that it is complying with the above provisions and the PDPA as a whole.
Vendor(s) shall not onward transmit any personal data to any partner agent or authority whether within or outside Malaysia without the express consent of Saharo.
Variation to these Terms
Vendor(s) agrees that Saharo shall be at liberty to vary, add to, or amend these Terms (collectively referred as “Changes to Terms”) herein set out. Changes to Terms will be posted in the Platform. If the Vendor(s) do not terminate their Vendor(s) registration by giving written notification to Saharo within 10 calendar days from the date of such posting, the Vendor (s) shall be deemed to have accepted such changes to these Terms.
If any of the provisions of these Terms becomes or is deemed invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
These Terms constitutes the entire understanding or agreement between Saharo and the Vendor(s) in respect of the subject matter hereof. These Terms will supersede any and all previous agreements between the Parties in relation to the subject matter hereof.
No joint venture, partnership, employment, or agency relationship exists between Vendor(s) and Saharo as a result of these Terms or Vendor(s) use of the Platform or Services.
No third-party rights
These Terms do not and are not intended to confer any rights or remedies upon any person other than Saharo and the Vendor(s).
Without prejudice to clause 23.1, Vendor(s) shall not enter into any agreement with User(s) or any third parties related to this Agreement which terms are inconsistent with Vendor(s) obligations and that of Saharo’s scope of obligations and disclaimers under these Terms.
The rights of Saharo under these Terms are cumulative, may be exercised as often as it considers appropriate and are in addition to its rights under the Law(s).
The rights of Saharo whether arising under these Terms or under the general law shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing.
In particular, such rights of Saharo without limitation to the generality of the foregoing: -
any failure to exercise or any delay in exercising any right, power or privilege shall not operate as a waiver or variation of that or any other such right, power or privilege;
any defective or partial exercise of any right, power or privilege shall not preclude any other or further exercise of that or any other such right, power or privilege; and
no act or course of conduct or negotiation by Saharo or on its behalf shall in any way preclude it from exercising any right, power or privilege or constitute a suspension or any variation of any such right, power or privilege.
Vendor(s) shall not assign, transfer or delegate this Agreement and the Vendor(s) right and obligations hereunder without Saharo’s written consent.
Without prejudice to Clause 25.1, these Terms shall be binding upon the heirs, personal representatives and successors-in-title of the Vendor(s).
The obligations of the Vendor(s) shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, reconstruction or otherwise which may be made in the constitution of Saharo or of any company through which business of Saharo may for the time being be carried and the obligations of the Vendor(s) shall be valid, binding and enforceable as between the Vendor(s) and such company carrying on the business of Saharo for the time being.
Communication to Vendor(s)
General communications and notices to the Vendor(s) shall be displayed on the Platform, and it is the Vendor(s) responsibility to check regularly for such notices on the Platform.
Specific notices or communication to the Vendor(s) shall be sent to the Vendor(s) last known address by personal delivery, email, ordinary post and/or SMS or in any manner as Saharo deems fit.
Communication and notices displayed on the Platform shall be considered to have been received by the Vendor(s) on the date of posting on the Platform. Communication and notices sent by facsimile or electronic mail or SMS shall be considered to have been sent and received by the Vendor(s) on the same day. Communication and notices sent by ordinary post shall be considered to have delivered three (3) calendar days after the date of posting if sent by post to an address within Malaysia, and considered delivered five (5) calendar days after the date of posting if sent outside of Malaysia.
The Vendor(s) hereby agrees that the service of any notices or any legal process in respect of any claim arising from or connected with this Agreement may be effected on the Vendor(s) by sending a copy of the same by prepaid ordinary post to the Vendor(s) last known address and such postings shall be deemed good and sufficient service thereof on Vendor(s) whether or not the same shall be returned undelivered. Any failure by the Vendor(s) to notify any change of Vendor(s) address resulting in the delay or return of notices, correspondences, and legal process shall not prejudice the rights and entitlement of Saharo under this Agreement.
All amounts expressed to be payable under the Services by Vendor(s) to Saharo shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any service or supply made by Saharo in connection with these Terms, Vendor(s) shall pay to Saharo (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax
Where these Terms requires Vendor(s) to reimburse Saharo for any costs or expenses, Vendor(s) shall also at the same time pay and indemnify Saharo against all Indirect Tax incurred by Saharo in respect of the costs or expenses to the extent Saharo reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.
In this Clause, "Indirect Tax" means any applicable service tax, goods and services tax, consumption tax, value added tax or any tax of a similar nature.
Time wherever and whenever mentioned herein in these Terms, or any variation agreed between the Parties hereto shall be of the essence.
The rights and obligation of the Saharo and Vendor(s) under these Terms that, by their nature, should survive the termination of these Terms shall so survive.
Certificate of Indebtedness
A statement or certificate by Saharo certifying the amount of monies owing and payable by the Vendor(s) to Saharo shall be final and conclusive evidence of the matters so certified and be binding on the Vendor(s), save for manifest error.
Verification and disclosure
The Vendor(s) irrevocably authorizes Saharo to verify and exchange information on them from whatever sources as may be required and to release such information as may be obtained without reference to the Vendor(s).
The Vendor(s) irrevocably authorizes and consents to the disclosure by Saharo at any time to any party of any information or documents pertaining to the User(s) particulars and affairs, the Vendor(s) Account and/or any other information which Saharo deems necessary to facilitate the Services or the processing of any transactions effected or to be effected through the use of the Services or for any other purposes which Saharo may require the disclosure, subject to prevailing regulations.
In addition, the Vendor(s) hereby authorizes Saharo to disclose any information concerning the Vendor(s) to any of Saharo’s existing or future business partners for the purpose of providing information about the Vendor(s) Account or services to the Vendor(s) or for any other purposes.
The Vendor(s) agrees that Saharo shall not be liable for any disclosure by Saharo in Clause 31 and the Vendor(s) undertakes to hold Saharo harmless and keep Saharo fully indemnified from and against all claims, losses, damages (including direct or indirect damages) or liability whatsoever and howsoever arising out of such disclosure of information by Saharo or any error, inaccuracy or misstatement of such information whether caused by Saharo or any other third party’s omission or due to system or technical default or failure or otherwise.
Discrepancy and ambiguity
Should there be any conflict or discrepancy between the terms and conditions appearing in any other documents originating from Saharo and these Terms, the Vendor(s) agrees that the terms and conditions more favourable to Saharo shall prevail and be deemed as the governing and operative provision binding on the Vendor(s).
In the event of any ambiguity arising from these Terms, such ambiguity shall be resolved by Saharo, and any construction of the meaning of any provision by Saharo shall be final and binding on the Vendor(s).
Saharo shall not be responsible or liable for any loss or damage sustained by the Vendor(s) for failing or delaying to perform in whole or in part any part of its obligations under this Agreement, attributable directly or indirectly to service failures, delays or disruptions as a result of circumstances, including without limitation, unavailability, malfunction and failure of computer system, data and telecommunication, or electricity failures, Acts of God, riots, civil commotions, insurrections, wars, strikes, terrorism, material shortages, natural calamities, civil unrest, regulatory and government action or other industrial action or trade disputes and any other causes beyond Saharo’s or its agents’ or service providers’ reasonable control or any fraud or forgery. Saharo’s obligations, as far as affected by such acts or occurrences, shall be suspended during the continuance, of any delay or failure in performances so caused, and such delay or failure shall not be a breach of this Agreement of any delay or failure in performances so caused, and such delay or failure shall not be a breach of this Agreement.