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General Terms and Conditions of GO FIX
SERVICE CONTRACT
General Terms and Conditions of SERVICE CONTRACT
Definition and interpretation
1.1 Definitions
In these General Terms and Conditions of SERVICE CONTRACT, unless the context specifies otherwise, the following definitions have the meaning as follows.
"Account" means the user account under the GO FIX Application on the mobile device and/or tablet, which is created by GO FIX on the GO FIX's online platform and then provided to Vendor through Vendor Application for the purpose of its registration and usage to undertake all the Job Orders as assigned or required by the system , in accordance with these General Terms and Conditions of SERVICE CONTRACT.
"Addendum to SERVICE CONTRACT" means any commercial amendment or supplemental agreements as defined in the SERVICE CONTRACT (if any).
"Affiliate(s)" means, with respect to a certain entity, any other entities controlling, or under controlled by, or under common control with such entity. For the purpose of this definition, the term of "control" (including "controlling", "controlled by" and "under common control with") the possession of the direct or indirect power to order or set the management's directions and policies of such entity, whether through the ownership of voting equity or by contractual effect, or otherwise.
"Business Day" means a day or days (other than Saturday, Sunday and official holidays) on which banks generally are normally open in Kuala Lumpur, Malaysia.
"Confidential Information" means (a) any information that Receiving Party has received from Disclosing Party, which Disclosing Party has classified in writing as confidential (b) the content of SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and General Terms and Conditions of SERVICE CONTRACT, (c) Personal Data that Receiving Party has received from entering into or performing its duties under SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or General Terms and Conditions of SERVICE CONTRACT, (d) Customers data (including viewing patterns, viewing details, as well as quantity, time and duration of device's usage or viewing content), details (including details, network configuration, billing name, billing amount, credit history, and other payment details), (e) commercial, technical, or financial information in connection with SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or General Terms and Conditions of SERVICE CONTRACT, and (f) trade secrets, know-how, show-how, patents research, development or technical information, details on services, style, business strategies, Intellectual Property Rights, business plans, operation or systems, financial or commercial positions, Customer details, service providers, debtors or creditors, information in connection with officers, directors, or employees of Disclosing Party or any of its Affiliates, marketing data, printing materials, rate and rate table, contracts, regardless of their form, format, or media, whether they are machine-readable or human-readable, and whether in writing or verbal, tangible or intangible, and also included information communicated or obtained through meetings, documents, correspondence, or inspection of tangible materials.
"Customer" means any person using GO FIX platform for ordering Job Orders.
"Disclosing Party" means the Party that discloses the Confidential Information in accordance with these General Terms and Conditions of SERVICE CONTRACT.
"Vendor " means an independent third-party service provider or Handy Man , which delivers Job Orders as requested by Customers via GO FIX Application on mobile device and/or tablet, and has completed the registration process and has been authorized and approved by GO FIX and/or its Affiliates to deliver Job Orders to Customers via GO FIX feature. Vendor is not employees, staff, or agents of GO FIX in providing the Services under SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and these General Terms and Conditions of SERVICE CONTRACT and in any other cases.
"Force Majeure" means any incident beyond reasonable control of any Party that affects the affected Party in performing its duties hereunder, including, without limitation, act of God, riot or civil disorder, war or military operations, national or local emergency, actions or omissions of the government, any kind of industrial disputes (except for those in connection with the affected Party's employees), fire, flood, lightning, explosion, land collapse, air turbulence, epidemic, including, but are not limited to, COVID-19 pandemic, actions or omissions of individual persons or juristic persons that are beyond reasonable control of such Party.
"General Terms and Conditions of SERVICE CONTRACT" means these General Terms and Conditions of SERVICE CONTRACT.
"Job Orders" means Handy man Services , Home Maker Services, Home or Office Essential Services and/or any products that Vendor allows Customer to order via GO FIX Application.
"Job Orders Unit Price" means the selling price of the Job Orders, which is specified in the GO FIX Application and is determined by GO FIX. The Job Orders Unit Price determined by GO FIX shall be inclusive of VAT.
"GO FIX Application" means the application of GO FIX and/or GO FIX's Affiliates on mobile devices and/or tablets, which facilitates Vendor in (a) selling Job Orders (b) matching Vendor with a Vendor in respect of Job Orders' services, and (c) matching Customer's orders with a Driver Partner, so that Vendoris able to deliver Job Orders from Vendor in accordance with the Customer's order.
"GO FIX" means GO FIX ( Malaysia) Sdn. Bhd.
"GO FIX" means a feature available on GO FIX Application, which enables Customers to order Job Order to seek Vendor registered with GO FIX as panel or Vendor of service provider.
GO FIX ( Malaysia) Sdn. Bhd.Service Fee on GO FIX Application" means the service fee, for the case that Vendor wishes to conduct marketing or promotional campaigns by using GO FIX Marketing Service on GO FIX Application in various forms to Customers, including, without limitation, promotional code, reward for cross-selling, and any other forms, which shall be paid to GO FIX at the rate to be mutually agreed by both Parties from time to time.
"GO FIX Personal Data" means Personal Data which GO FIX or its Affiliates discloses to the Vendor or which the Vendor processes on behalf of GO FIX for purposes of this Agreement.
"Vendor Application" means an application of GO FIX and/or its Affiliates on mobile devices and/or tablets which, enables and facilitates Vendor to take Job Orders order from Customers, inspect daily Income From Job Orders report, manage its office hours, present and adjust Job Orders details, Job Orders Price and request for GO FIX's assistance and others.
"Intellectual Property Rights" means all intellectual property rights, whether require the registration or not, including, without limitation, patent, right in circuit boards, trademarks, service marks, trade names, registered designs, copyrights and intellectual property or industrial property in any other forms, know-how, inventions, formula, confidential processes, trade secrets, confidential information, and any other protected rights, permissions and licenses in connection therewith, considered on the global basis, whether have been registered, could be registered or have not been registered, and for the entire effective period thereof, and all extent and renewed period thereof, and all applications for registration in connection with the foregoing.
"SERVICE CONTRACT" means SERVICE CONTRACT entered into by and between GO FIX and Vendor.
"Vendor" means vendor as specified in SERVICE CONTRACT and Addendum to SERVICE CONTRACT regarding Vendor and Vendor's branch.
"Personal Data Owner" means an individual person that has proprietary rights in Personal Data collected, used, or disclosed by personal data controller or personal data processor (as applicable).
"Party" means each Vendor and GO FIX. Vendor and GO FIX shall be collectively referred to as the "Parties".
"Personal Data" means (a) information that could be used to directly or indirectly identifies, contact, or locate persons, to whom such information pertains (including but not limited to mobile phone number, email address and/or any necessary information for the benefit in providing the Services under these terms and conditions of SERVICE CONTRACT, (b) information derived from identification or contact information of individual persons, (c) information regarding, such as, but are not limited to, name, address, phone number, email address, other account information (to the extent such other account information includes information described in subsections (a) or (b) above), or other government-issued identifier, and credit card information, and (d) any other information (such as, a personal profile, unique identifier, biometric information and/or IP address) that is associated or combined with the Personal Data and shall be deemed as Personal Data.
"Receiving Party" means the party receiving Confidential Information in accordance with these General Terms and Conditions of SERVICE CONTRACT.
"Services" has the meaning as specified in clause 4.1 of these General Terms and Conditions of SERVICE CONTRACT.
"Service Fee" means service fee that is specified in SERVICE CONTRACT or Addendum to SERVICE CONTRACT (if any) and shall be paid to GO FIX by Vendor.
"Terms and Conditions of Vendor Application" means Vendor's code-of-conduct as appeared in https://www.GO FIX.com/th/terms-policies/code-of-conduct-vendor/ and additional terms and conditions for GO FIX Vendors under the terms of service as appeared in https://www.GO FIX.com/th/terms-policies/transport-delivery-logistics/, which may be revised from time to time at GO FIX's sole discretion and is deemed as part of these General Terms and Conditions of SERVICE CONTRACT.
"VAT" means value added tax under laws of Malaysia and/or other similar taxes.
1.2 Interpretation
Unless the context requires otherwise, the following rules shall apply.
1.2.1 Headings are for ease of reference only and are not to be taken into account in the interpretation.
1.2.2 words importing the singular include the plural, and vice versa, words importing the plural include the singular.
1.2.3 In the event that words or phrases are defined, their other grammatical forms shall have a corresponding meaning.
1.2.4 Any reference to Clauses shall refer to Clauses of these General Terms and Conditions of SERVICE CONTRACT.
1.2.5 Any reference to agreements or documents includes that agreements or documents (including appendix thereof), which have been added, assigned, or replaced, unless to the extent prohibited by SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT.
1.2.6 Any reference to "writing" includes any methods of presenting or reproducing texts, pictures, drawings or symbols in visible and tangible forms, including email.
1.2.7 Any reference to a Party includes its successors, permitted agents, and permitted assignees.
1.2.8 Any reference to laws or regulations or to provisions of law or regulation also includes their amendment, addition, re-enforcement or re-enactment, replacing provision, and any regulations or instruments issued by the virtue of those laws.
1.2.9 Specification of anything after "includes", "including", "such as" or other similar phrases, does not limit what else might be included.
1.2.10 Nothing in these General Terms and Conditions of SERVICE CONTRACT and/or SERVICE CONTRACT shall be interpreted against either Party because the Party has proposed such terms and/or conditions of these General Terms and Conditions of SERVICE CONTRACT and/or SERVICE CONTRACT or any part thereof.
Entire Agreement
2.1 SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT and any amendment (if any) shall supersede any previous agreements, correspondences, negotiations, representations, and expressions of any intention in connection with the subject matter hereof, whether in writing or orally, between Parties.
2.2 In the event that any terms and conditions specified in SERVICE CONTRACT or Addendum to SERVICE CONTRACT conflict with these General Terms and Conditions of SERVICE CONTRACT, the terms and conditions of SERVICE CONTRACT or Addendum to SERVICE CONTRACT shall prevail.
2.3 Unless agreed in writing by GO FIX, any terms and conditions of Vendor with Customers that are in connection with Job Orders are not considered a part of SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of SERVICE CONTRACT.
Term
These General Terms and Conditions of SERVICE CONTRACT, including those as may be amended from time to time, are in force for the effective period of the SERVICE CONTRACT specified in SERVICE CONTRACT.
Services and Job Orders Ordering Equipment
4.1 In consideration for the Service Fee, GO FIX shall perform as follows.
4.1.1 Providing Vendor with an Account and Vendor Application, to facilitate Vendor in perform and deliver Job Orders to Customer satisfaction and acceptance.
4.1.2 Perform other matters for or in connection with the aforementioned Services such as service order to GO FIX Customer, and providing services in relation to Handy Man Services or as apprehended in the Job Order.
(collectively referred to as "Services Handy Man or Essential Services ").
4.2 Vendor agrees and accepts that GO FIX is only a technology service provider of GO FIX on GO FIX Application and GO FIX is a service provider of the platform to connect Vendor with Driver Partner. As a platform service provider, GO FIX is not obliged to process, prepare, and deliver Job Orders. Additionally, GO FIX does not involve in contracts, terms and conditions, or any rights and duties between Customer and Vendor. In the event that there are damages and/or any claims arising from Vendor's fault, GO FIX shall have no involvement in or responsibility for any damages resulting from such incidents. Further this, GO FIX reserve total rights to suspend / terminate Vendor Contract Agreement without any compensation or payment and Vendor also will be liable a fixed amount of RM25,000.00 for misuses or cheating or dishonestly GO FIX platform to engage, earn and conduct business with the same styles directly or Indirectly with the Customers for Vendor sole earnings and benefits.
Vendor agrees not to carry out any additional or variation works beside the Job Orders any findings or fails to report to GO FIX . Any reports and findings by GO FIX audit Team will considered a breach of Contract Agreement court action will be taken irresponsible Vendor. A Lifetime Ban will be imposed to Vendor under registered company name or person or any its associates .
4.3 Vendor agrees to install and use any devices as determined by GO FIX, so that Vendor is able to take Job Orders, including, without limitation, tablet and any equipment used together with the tablet, such as charger, charging adapter, and any other automatic or electronic methods to take such Job Orders order ("Job Orders Ordering Device").
Job Orders Ordering Device or its Platform shall be solely propriety to GO FIX and be used for the purposes in connection with the fulfilment of Vendor's obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and conditions of SERVICE CONTRACT. In the event that GO FIX provides the sim card, which has been registered for the usage of wireless network plan, together with any Job Orders Ordering Device, GO FIX may collect the expenses in connection with the usage of wireless network plan of such Job Orders Ordering Device from Vendor. Vendor agrees to comply with the safety procedure and regulations or access permissions requested by GO FIX, whereby Vendor shall not authorize any third party to use, copy, amend, lease, rent out, sell, distribute, perform reverse engineering, or perform any other acts in order to access the source code, causes damages, destroys, or obstructs service, distribute dangerous code, or avoid or violate safety procedure of the Job Orders Ordering Device, GO FIX application, and/or Vendor Application. GO FIX may limit or suspend Vendor's right to use Job Orders Ordering Device, GO FIX Application and/or Vendor Application at any time. Vendor shall be responsible for the damages or losses of any Job Orders Ordering Device provided by GO FIX, whereby Vendor shall immediately indemnifies GO FIX against any damages including the cost of the Job Orders Ordering Device's replacement, in accordance with the Addendum to SERVICE CONTRACT regarding Job Orders Ordering Device (if any).
Rights and duties of Parties
5.1 Rights and duties of GO FIX
5.1.1 GO FIX shall ensure that the Job Orders order placed by Customer via GO FIX Application is duly communicated to Vendor. Vendor without fails, delay to carry out and complete the Job Orders diligently and Complete ON time to the Customer Acceptance and Satisfaction and submit the all the records, photos of completion to the GO FIX application or whichever manner as evidence for Both parties proof of completion of Job Orders.
5.1.2 GO FIX has the full and absolute or exclusive right to demand and collect Job Orders Payment from Customer for each Job Orders order via GO FIX debit card, money transfer to bank account, internet banking, online payment, or other prepaid or postpaid methods, which may be made available on GO FIX Application at GO FIX's sole discretion. Vendor strictly not to collect or authorised to collect any payments on behalf GO FIX any breach clauses 4.2 will be referred as breach and non performance by the Vendor.
5.1.3 In the event that that GO FIX provides pre-paid payment to facilitate Customer in purchasing Job Orders, Vendor acknowledges and agrees that GO FIX shall be entitled to any interest and/or benefits arising out of Customer's pre-paid payment (if any) in accordance with the terms and conditions of each payment method provided by GO FIX, at its sole discretion, from time to time.
5.1.4 GO FIX shall remit to Vendor the sum of (1) Job Orders Price received by Vendor (including any VAT collected on behalf of Vendor) (2) deducting the applicable Service Fee and/or GO FIX Marketing Service Fee on GO FIX Application (including VAT) that must be paid to GO FIX, (3) deducting any refunds to Customer and Vendor's outstanding debts (such final remitted amount being defined as "Income From Job Orders"). GO FIX shall make a payment of such Income From Job Orders not later than 7 - 14 business days from the date of the Job Orders and Final Acceptance by the Customer or as decided from time to time by GO FIX's decision.
5.1.5 The payment and remittance of Income From Good under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT, shall be made as to be agreed between GO FIX and Vendor.
5.1.6 GO FIX shall facilitate Vendor to manage customers service and complaint of Customers and deliver the related information to Vendor for dealing with the Customer's complaints.
5.1.7 GO FIX is not obliged to verify and to be responsible for content or data provided by Vendor on the GO FIX Application in any case whatsoever.
5.1.8 GO FIX shall not be responsible for any impaired Job Orders, including, without limitation, damaged Job Orders, Broken Job Orders, insect-infested Job Orders, spoiled Job Orders, and Job Orders with bad smell.
5.2 Rights and duties of the Vendor
5.2.1 The Vendor agrees to pay the Service Fee and/or GO FIX Apps Development of 5 - 10 % annually .In order to do so, Vendors agree to authorize GO FIX to deduct the aforementioned fees from the Job Orders Prices received by Vendors from Customer for each Job Orders order via GO FIX Application.
5.2.2 In the event that Vendor has not made payment for the Service Fee and/or GO FIX Marketing Service Fee and/or any other payment payable to GO FIX within its applicable due date, Vendor agrees that it shall pay GO FIX an interest at the rate of 15 (fifteen) percent per annum of the default amount calculating from the first default date until the payment has been made in full and correct to GO FIX.
5.2.3 Vendor shall not collect the Job Orders Service or Any Variation or Additional fee from Customer and/or Vendor in any case whatsoever.
5.2.4 Vendor is obliged to present necessary information on GO FIX Application by proceeding via Vendor Application. Such necessary information includes the following Vendor information:
(1) menu, logos, photograph, Job Orders Unit Price, and
(2) Vendor's details (e.g. name and surname of Vendor owner for an individual Vendor, name or trade name of the company for a corporate Vendor), address, location information of the Vendor, including latitude, longitude and place name of business, telephone number, email, website, trade name, authorized signatory, and tax identification number, which collectively referred to as ("Vendor Information").
Both (1) and (2) are collectively referred to as ("Details").
In the event that there is a change in Details, Vendor shall be obliged to immediately update the information appeared on GO FIX Application to be up to date at all time.
Vendor grants to GO FIX and its Affiliates to perpetual, worldwide, royalty free, irrevocable, freely sub-licensable, non-exclusive license, and its consent (as required under the applicable data protection laws) to use, modify, translate, compile, copy, or create derivative works of the Details in relation to any business activity of GO FIX and its affiliates, except for public details which GO FIX have been entitled to freely use (which is not considered a breach of contract by GO FIX).
For the avoidance of doubt, such Details includes data that appeared on GO FIX Application and other media, including, without limitation, Twitter, Facebook and campaign on Google AdWords.
5.2.5 The Vendor or its workers responsible and agrees to maintain highest standard quality works, delivery and on time completion without hassle to Customer will be an essence of this Service Agreement, Vendor possess a good inter persona and good conducts skills when in the Customer properties premises. Vendor reminded any theft or missing belonging or conflicts caused while carrying out all the Job Orders the Vendor will be fully liable for all the losses incurred / suffered by the Customer due to Vendor sole ignorance, mishandling, reckless, misbehaviour, mishappens, etc. GO FIX will deduct all the cost may arise or continual cost incur from the Vendor accounts.
5.2.6 The Vendor represents and warranties that all Job Orders Unit Price appeared on GO FIX Application is in compliance with regulations on competitive fair market price and any related laws, and information, in connection with Vendor, Vendor's branch, and/or Job Orders, advertised on GO FIX Application are accurate and in compliance with the relevant laws and regulations in every respect, and does not infringe any Intellectual Property Rights of any third party.
5.2.7 Vendor shall ensure that it shall not sell illegal Job Orders or any Job Orders that Vendor have not been permitted or granted of the license to sell or deliver. In the event that GO FIX detects or is notified from any person that there is selling of such Job Orders, Both parties agree that GO FIX shall be entitled to perform any actions, including, without limitation, removing such item from the GO FIX Application, disabling Vendor from GO FIX Application, and claiming for any damages arising from sale of such Job Orders, against the Vendor
5.2.8 Relevant changes to licenses in connection with the business operation of Vendor shall be immediately informed to GO FIX by Vendor (and in any event, within 24 (twenty-four) hours from such change).
5.2.9 Vendor shall ensure that all Job Orders are delivered and services rendered of high quality workmanship , and their storage, production, and preparation are in compliance with laws, safety regulations, and other relevant regulations. Any violations of such laws or regulations shall be notified by Vendor to GO FIX immediately.
5.2.10 The vendor shall ensure that, during the business hours, the Job Orders Ordering Device is turned on and able to receive and process a Job Orders order.
5.2.11 The Vendor is obliged to immediately verify and complete the Customer's order with reasonable care. The Customer's order must be completely and duly processed.
5.2.12 The Vendor is obliged to use its best effort in maintaining quality and quantity of Job Orders to conform with the advertisement.
5.2.13 Preparation of Job Orders
General case: Vendor agrees to (a) prepare Job Orders before Vendor reaches Vendor, and (b) do any necessary and satisfying acts in order to facilitate a Vendor to pick up Job Orders to Customer.
In the event that Vendor, who has prepared Job Orders in accordance with the Job Order and duly completed the Job Orders as specified does not receive Income From Job Orders, Vendor shall be entitled to notify such problem to GO FIX in accordance with GO FIX's terms and conditions [within 30 days]. GO FIX shall then verify and if it is resolved that the Job Orders order has not completed without Vendor's mistake, for example Vendor did not deliver Job Orders to Customers, Vendor delivered Job Orders to wrong Customer or Customer cancelled the Job Orders order, GO FIX shall not make any payment Job Orders to Vendor in the amount of Job Orders Price as appeared on GO FIX Application.
In the event that GO FIX finds or has been notified from Customers concerning the incompletion or not satisfied or defective of Job Orders order , Vendor will be responsible rectify the Job Orders for good quality Job Orders till Customer satisfaction and acceptance . The Vendor shall be solely responsible for the expense that arises from such Job Order no additional claims or expenses will be paid.
5.2.14 In the event that Customer claims for any refund or complaints about Job Orders, Vendor shall be responsible for any expenses or costs in connection with the refund to the Customer, whether in whole or in part (including, without limitation, any costs associated with such Job Orders recall (if any)), as approved by GO FIX at GO FIX's sole discretion.
5.2.15 Vendor permits GO FIX to perform any acts in connection with placing marketing materials, advertisement of GO FIX of Vendor appearance in public, social, electronic media , Services, and providing information in Vendor and/or other places of Vendor (in accordance with the details to be mutually agreed by both Parties), without any charge to GO FIX.
Marketing
6.1 Any Party may conduct marketing and advertising activities in relation to Job Orders as to be mutually agreed by both Parties. Such activities may be conducted through any channels such as social media, websites, or blogs. For the avoidance of doubt, GO FIX may, at its own costs, provide promotional activities to Customer to promote the business service of both Parties in accordance with these terms and conditions.
6.2 Vendor shall share with GO FIX its marketing calendar and plan (including, without limitation, the discount detail and promotional item) for the mutual consideration of the marketing and advertising activities.
6.3 Vendor agrees to disclose its promotional details items (including, without limitation, discounted items and sale promotional details) to GO FIX, for conducting marketing and for the purpose of any promotion through GO FIX Application.
6.4 Vendor gives its consent to GO FIX in enjoying Vendor's Intellectual Property Rights and/or right that Vendor entitling to enjoy. The Vendor shall submit photos of Job Orders, at its own expense, to GO FIX, as requested, to be used in GO FIX Application.
6.5 Notwithstanding any other provisions, GO FIX and its affiliates ("GO FIX Group") shall have the right to promote, advertise, or otherwise publish information related to the Vendor-Partner, including without limitation the Details and Content Material such as photographs, menu item details, deals, offers and other materials as made available on the GO FIX Platform, via any lawful means or channel as GO FIX Group deems appropriate, without requiring any further approval from the Vendor-Partner, provided that the Vendor-Partner's prior approval shall be obtained where any advertising fee is payable by the Vendor-Partner.
6.6 Neither Party shall issue any statement, or announcement, or otherwise, by referring to the other Party in any manner, with respect to SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, or otherwise, without the prior written consent of such other Party.
6.7 GO FIX and Vendorshall not be responsible for the availability of any gift, present, reward, bonus, or any other material (including, without limitation, discount or promotional Job Orders) in connection with any sale promotion activities provided by Vendor.
Service Fee
7.1 GO FIX is entitled to amend Service Fee as specified in SERVICE CONTRACT and/or Addendum to SERVICE CONTRACT due to commercial justification and business necessity, including, without limitation, the cost and turnover of GO FIX, characteristics, cost, quantity or Price of the Job Orders, volume of Job Orders order from Vendor through GO FIX Application, commercial reputation, and others. GO FIX will notify Vendor of such amendment in writing by giving a prior notice at least 60 (sixty) days in advance. In the event that Vendor does not accept the amendment of Service Fee, Vendor shall be entitled to terminate this Contract by serving a prior written notice to GO FIX (including email) at least 30 (thirty) days.
7.2 For the avoidance of doubt, Service Fee payable to GO FIX shall include VAT. In the event that the Vendor deducts any amount for withholding tax, the Vendor shall be obliged to issue and deliver withholding tax certificate to GO FIX within 30 (thirty) days from the date of each Income From Job Orders' remittance.
7.3 The Service Fee collected from the Vendor at the rate specified in the SERVICE CONTRACT and/or the relevant Addendum to SERVICE CONTRACT shall be calculated from the Job Orders Price excluding VAT.
In the event that the Job Orders Price shown in the GO FIX Application is inclusive of VAT, the Vendor shall be obligated to notify that fact together with submitting the VAT registration certificate as evidence to GO FIX. If the Vendor fails to do so, the Vendor agrees and consents to GO FIX to charge the Service Fee from the Job Orders Price (whether including VAT or not) shown in the GO FIX Application.
Tax
8.1 To the extent permitted by laws, the Vendor is considered as "retailer" or "seller" of all Job Orders for the purpose of VAT calculation and is responsible for collection and remittance of applicable VAT and any fees, under SERVICE CONTRACT and/or Addendum to SERVICE CONTRACT, which shall be payable in Thai Baht.
8.2 Each Party shall be responsible for its own taxes arising from the execution and performance of its obligations under terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT, save for VAT and withholding tax, which shall be borne by Vendor. For the avoidance of doubt, Income From Job Orders to be paid to GO FIX shall be the amount including VAT. In the event that the Vendor deducts any amount for withholding tax, the Vendor shall be obliged to issue and deliver withholding tax certificate to GO FIX within 30 (thirty) days from the date of each Income of Job Orders' remittance.
8.3 Vendor shall be solely responsible for stamp duty arising from the entering into SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT.
8.4 Unless otherwise specified in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT, any sum to be paid under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT shall be paid without any deduction or retention of taxes, duties, or governmental fees, whether in present of in future, and whether imposed, levied, or collected by or on behalf of the government of Malaysia or on behalf of any political or governmental authorities having authority to collect tac, unless such deduction or retention is required by laws.
Intellectual Property Rights
9.1 Subject to the terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT, each Party (as the licensor or the licensee who is entitled to use and sub-license the Intellectual Property Rights, as the case may be) ("Licensor") hereby grants to the other Party (and, in case of GO FIX, to its Affiliates) ("Licensee") a limited, non-exclusive and non-transferable right, during the term of SERVICE CONTRACT, to use such Party's respective Marks (as defined below), without cost, in Malaysia and for the sole purpose of performing its obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT (including but not limited to marketing in Clause 6 under these General Terms and Conditions of SERVICE CONTRACT). The term "Marks" means the trademarks, service marks, whether registered or not registered, trade name, copyright, and other identifying symbols and logos of the relevant Parties.
9.2 All uses of a Party's Marks by the other Party will be in the form determined and approved by the owner of such Marks, unless otherwise expressly set out in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT. Subject to clause 6.4 of these General Terms and Conditions of SERVICE CONTRACT, neither Party shall use the other Party's Marks without the prior express written consent of the other Party.
9.3 Unless otherwise expressly set out in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT, goodwill arising as a result of the use of a Party's Marks by the other Party shall be beneficial to the owner of such Marks.
9.4 Neither Party shall be deemed to grant the other Party any license or rights under any intellectual property or other proprietary rights.
Representations and Warranties
10.1 Each Party represents and warrants to the other Party as follows.
10.1.1 Each Party has the capacity and power to enter into, perform and comply with SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT.
10.1.2 The terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT is valid, binding upon and enforceable against the Party.
10.1.3 The execution of and/or performance of or compliance with, by the Party of its obligations under the SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT do not and shall not violate (a) any laws to which it is subject or (b) any contracts of which it is a party or which is binding upon it or its property.
10.1.4 The Party is not in default of any agreement upon which they are bound, which may materially and adversely affect its financial condition or its ability to perform any obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT and there are no action, proceeding, claim, litigation or arbitration pending or threatened against it which may have a similar or analogous effect
10.1.5 The Parties are in compliance with and possess all applicable licenses and permits required to their business operation, under applicable laws.
10.1.6 Its representative who enters into SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor is authorized to represent and has effect upon it.
10.1.7 Any content, media, and other materials used or provided under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor shall not infringe or otherwise violate the Intellectual Property Rights of any third party.
10.2 Each Party warrants that the representations and warranties under clause 10.1 shall continue to be true for so long as SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor are in force and any Service Fee discounted promotion, service fee in case of Vendor's promotion, and any refund to Customer, remains outstanding and unpaid. Each Party shall promptly notify each Party when any of the representations or warranties become untrue in any way or form.
10.3 The Vendor represents and warrants that it shall not use GO FIX platform and/or GO FIX Application for illegal purposes (including the drug's smuggling, doing any action being contrary to public order and good morals).
Termination of Contract
11.1 Either Party may terminate SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, if the other Party is in breach of any terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor and such breach of the terms and conditions is not rectified within two (2) days from the date receiving the notification from the non-defaulting Party by giving written notice (including email) to the other Party in advance of at least sixty (60) days prior the termination date specified therein.
11.2 The Parties have agreed and determined that the various cases in this Clause are significant for business cooperation. Accordingly, the Vendor agrees and accepts that GO FIX may immediately terminate SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor and/or temporarily suspend the Service by serving the written notice (including email) to the Vendor in the cases that:
11.2.1 GO FIX suspects that there is any unlawful, illegal and/or fraudulent act committed by Vendor and/or its employees or agents. .
11.2.2 Vendor repeatedly not more than 3 receives poor reviews and ratings from Customers or GO FIX receives complaints about Vendor or Vendors fails to duly complete Job orders..
11.2.3 Vendor is in violation of any Job Orders safety regulations or other regulations relating to Job Orders.
11.2.4 Vendor performs illegal or inappropriate actions that may bring GO FIX into disrepute such as sale of illegal Job Orders, sale of non comply materials Job Orders, and sale of Job Orders poor of workmanship.
11.3 At any time, if any Party ceases or suspends its business, enters into bankruptcy or insolvency proceedings, or is in the dissolution or merger process, or becomes subject to any law, regulation or restriction that prevents such Party from performing its obligation under SERVICE CONTRACT, the Parties agree that SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor shall be terminated automatically without any payments to Vendor as fail to deliver a good Handy Man Services or whatsoever reasons that GO FIX deemed necessary to protect their businesses.
11.4 The termination of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor shall not discharge or limit the Parties from their obligations, responsibilities, and liabilities incurred prior to such termination.
Indemnity
12.1 Each Party ("Indemnifying Party") shall protect, indemnify and hold harmless the other Party, its Affiliates, directors, officers, and agents ("Indemnified Party") from and against any claims, damages, or expenses (including reasonable lawyer's fee) (collectively referred to as "damages") arising in connection with (a) the negligence or willful misconduct of the Indemnifying Party, its employee and/or agent in their performance of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, (b) any claims in connection with the breach of terms and conditions, contract, representations and warranties in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, by the Indemnifying Party, (c) any claims that Mark of the Indemnifying Party infringes the Intellectual Property Rights of any third party (in case that the usage of such Mark is approved by the Indemnifying Party), and (d) any breach and/or non-compliance with laws, including data protection laws, by the Indemnifying Party, and its employee and/or agent.
12.2 Vendor shall indemnify, defend and hold harmless Indemnified Party from and against any and all loss of a third party arising from or in connection with Vendor's violation or alleged violation of laws and regulations in respect of consumer protection regulation, sale of food, beverage, and other products, or regulations in respect of health and safety, unless such loss is directly incurred by the gross negligence or willful misconduct of GO FIX and/or its employees.
12.3 Notwithstanding the provision under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, the Parties agree that neither Party shall be liable to the other Party for any loss of income, goodwill, business opportunity, income expectation, or any indirect or consequential loss and damage, suffered by either Party.
Confidentiality
13.1 The Parties agree that during the term of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, the Receiving Party may receive Confidential Information from the Disclosing Party. The Receiving Party shall only use Confidential Information of the Disclosing Party to perform its obligations and/or exercise its rights under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor. The Receiving Part shall keep Confidential Information in the strictest confidence and shall not disclose such information to any third party (other than its directors, executives, officers, employees, inspectors, professional advisors who need to know such Confidential Information for the purpose of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor ), whether directly or indirectly, without prior written consent from Disclosing Party, during the term of the SERVICE CONTRACT and after the expiry of SERVICE CONTRACT . The obligation under this Clause does not apply to the information which:
13.1.1 has been the public information through no breach of the confidentiality obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor;
13.1.2 is required to be disclosed by law, regulation, rule, court order, government authority, regulator, or the Stock Exchange of Malaysia or the judicial proceeding; or
13.1.3 is disclosed to the Receiving Party by a third party who is not related to the Receiving Party and is not obliged to keep such information confidential, and the Receiving Party is not obliged to keep the information confidential.
Personal Data
14.1 Both Parties shall strictly comply with their respective obligations under laws and regulations concerning Personal Data in connection with SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor.
14.2 To the extent applicable, the Vendor represents and warrants that:
14.2.1 Vendor shall use, disclose, store, retain or otherwise process GO FIX Personal Data solely for the purposes of performing its obligations under this SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor. Without prejudice to the generality of the foregoing, Vendor shall not use GO FIX Personal Data for direct marketing purposes;
14.2.2 Vendor agrees to access GO FIX Personal Data provided to the Vendor by GO FIX for the purposes of performing its obligations under this SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor solely by using the Order Equipment or such other tools provided by GO FIX. Vendor shall not, directly or indirectly, extract, make a copy of, or retain any Personal Data made available to it by GO FIX;
14.2.3 Vendor shall protect GO FIX Personal Data against unauthorised or accidental access, collection, use, disclosure and destruction, and ensure that security measures are implemented to give such protection; and
14.2.4 Vendor shall notify GO FIX in writing, without undue delay (and in any event, no later than twenty-four (24) hours) of it becoming aware of or suspecting that any of the events referred to in sub-clause 14.2.3 above has occurred and shall immediately take all necessary steps to remedy the event and prevent its recurrence.
14.3 In the event that there is a use or presentation of any Personal Data in connection with SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor or their attachments, each Party represents and warrants that the Party has complied with terms and conditions of the relevant laws with respect to the disclosure and use of the Personal Data under this Agreement.
14.4 Each Party shall keep the Personal Data received under this Agreement and shall not use, process whatsoever, without the prior written consent from the owner of such Personal Data, unless it is permitted to do so, without the prior written consent from the owner of such Personal Data under the applicable laws.
Force Majeure
The parties shall be released from their obligations (save for obligation to make a payment) and their delay in performing any obligations as a result of Force Majeure. In the event that Force Majeure persists for a period exceeding sixty (60) days (or other period as mutually agreed by the Parties) and both Parties had negotiated in good faith and fails to properly resolve, either Party shall be entitled to terminate SERVICE CONTRACT by serving a written notice (including email) to the other Party.
Severability
16.1 The invalidity or unenforceability, regardless of any reason, of any part of SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions shall not affect the validity or enforceability of the remaining terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor
16.2 In the event that the lawful obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor cannot be, entirely or partially, performed as a result of final judgement or order of the court with the jurisdiction, board of directors, or government authority, or any similar authority with jurisdiction over either Party, the Parties shall use their reasonable effort to mutually amend SERVICE CONTRACT, Addendum to SERVICE CONTRACT, and/or these General Terms and Conditions of Vendor to be in compliance with such judgment or order.
Costs and expenses
Unless otherwise specified in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, Each Party shall be responsible for its own costs and expenses in connection with the negotiation of, the preparation of, the entry into, and the implementation of the terms and conditions in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor.
Assignment
Neither Party is entitled to assign or transfer its rights or obligations (whether in whole or in part) to any person, unless receiving a prior written consent from the other Party. However, Vendor agrees that GO FIX may assign and/or transfer any of its rights or obligations under this SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions to its Affiliates without the Vendor's consent. In this regard, Vendor agrees to use its best effort to provide necessary cooperation to GO FIX and take necessary and relevant actions as requested by GO FIX. The Parties that such assignment and/or transfer any of the rights and/or obligations under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor shall be legally effective.
Non-waiver
Failure or delay by a Party to exercise any right, including the indemnification right, under SERVICE CONTRACT or the governing law, shall not constitute a waiver by, or estoppel of, such Party's right or indemnification right, and shall not preclude the exercise of any right, rights to be indemnified from such Party.
Notice
Unless otherwise specified in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor, notice issued or served under SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of SERVICE CONTRACT must be in writing (including email) and shall be deemed to have been given if delivered in person to the representative of the other Party, sent by registered post or email to the other Party at the address or email address specified in SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor or other address or email address as may be notified by a Party to the other Party.
Counterparts and electronic signatory
SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor may be executed in two counterparts or more (by signing and sending via electronic method as determined by the applicable law). Each duplicate is considered an original, but all of which together shall constitute one and the same SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor (as the case may be).
Amendment
GO FIX reserves its right to amend, change, add, and remove any part of these General Terms and Conditions of SERVICE CONTRACT is in accordance with business reason and necessity of GO FIX at GO FIX's sole discretion. GO FIX shall notify Vendor of the amendment within a reasonable period, by the method determined by GO FIX (including email, GO FIX Application, and Vendor Application). However, Vendor agrees that Vendor is obliged to monitor and examine the amendment details of General Terms and Conditions of SERVICE CONTRACT through the term of this Contract.
Governing law
23.1 Terms and conditions of SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor shall be governed by and construed in accordance with the laws of Malaysia.
23.2 The Parties agree to use their best effort to amicably resolve the dispute, controversy or any claim under or in connection with SERVICE CONTRACT, Addendum to SERVICE CONTRACT and/or these General Terms and Conditions of Vendor through the negotiation with good faith. In the event that the Parties fail to resolve the dispute within thirty (30) days (or other period as mutually agreed by the Parties) from the date that any Party serves written notice of the dispute, controversy or any claim, the Parties agree to submit such dispute to the court of Malaysia.
