JaGaSolution Initiatives

GENERAL TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS
   1.1 The following terms and conditions together with any and all associated JaGaSolution Initiatives Agreement and/ or annexures hereof, shall be taken, construed and form part of a legally-binding agreement (“Terms and Conditions”/ “this Agreement”) between Red Ideas Sdn Bhd (1048902-M) (“RISB” / “JaGaSolution”) and the party named as the Committee in the JaGaSolution Initiatives Agreement (“the Committee”) (collectively as “the Parties”) to govern the latter’s participation in JaGaSolution Initiatives including but not limited to SOCAR, HighFi, JaGaAds and others initiatives (“JaGaSolution Initiatives”) offered to, amongst others, the residents, tenants, and third-party guests with authorised access (“Users”) at the property specified in the JaGaSolution Initiatives Agreement (“Property”).
   
   1.2 This Agreement including the JaGaSolution Initiatives Agreement and the Terms and Conditions herein shall become effective upon an authorised representative of the Committee executing the first JaGaSolution Initiatives Agreement for its participation in JaGaSolution Initiatives.
   
   1.3 If the Committee continues to participate in the JaGaSolution Initiatives following any amendments and/ or modifications to the Terms and Conditions, the Committee: (a) agrees to be bound by the revised Terms and Conditions under this Agreement; (b) acknowledges and agrees that it has independently evaluated the desirability of participating in the JaGaSolution Initiatives and is not relying on any representation, guarantee or statement other than as expressly set forth in this Agreement; and (c) represents and warrants that it is lawfully able to enter into this Agreement and shall remain in compliance with the same. If this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of the Community represents and warrants that he or she is authorised and lawfully able to bind the Committee to this Agreement. If you do not agree with these Terms and Conditions (including any revised Terms and Conditions), your only recourse is to stop participating in the JaGaSolution Initiatives, after which the provisions of this Agreement shall apply in consequence of such termination.

2. RIGHTS OF ACCESS TO PROPERTY
   2.1 The Committee grants to JaGaSolution and its authorised employees, agents, consultants, contractors and service providers, the rights of access to the Property at all reasonable times and/ or on daily basis during the Term of this Agreement to carry out deployment, installation, repairs, alterations, general maintenance, manual cleaning and sanitizing of machine(s), refill of products, and any other services in connection with performance and improvements of JaGaSolution Initiatives and any other activities incidental or ancillary to its operations, as the case may be, provided that JaGaSolution notifies the Committee at least one(1) Business Day prior to the day of access to the Property.
   
   2.2 The Parties agree to promptly come up with other appropriate arrangements if they anticipate that any repairs or maintenance works to be conducted under Clause 2.1 above may potentially impede normal traffic flow in and out of the Property or otherwise cause undue disturbance to the Users of the Property.

3. TERM AND TERMINATION
   3.1 Unless terminated earlier in accordance with the Terms and Conditions, this Agreement shall begin on the Commencement Date specified in JaGaSolution Initiatives Agreement and shall subsist for the term set out in the same until the Expiry Date as specified thereof (“the Term”).
   
   3.2 This Agreement shall be automatically renewed for one (1) additional term upon expiration of the initial Term (“Automatic Renewal Term”). JaGaSolution reserves all rights to revoke such Automatic Renewal by giving prior written notice to the Committee at least two (2) months prior to expiration of the Initial Term. Mutual consent of the Parties shall be obtained for any further renewal upon expiry of the Automatic Renewal Term.
   
   3.3 In the event of renewal of this Agreement, JaGaSolution reserves all rights to amend, inter alia, the rate of Revenue Sharing and Monthly Rental, as the case may be, for the Renewal Term. The same Terms and Conditions shall be applicable to the Renewal Term save for terms modified in writing by the Parties in accordance with this Agreement.
   
   3.4 The Committee must not be in default of any of its obligations under this Agreement at the time of exercising the Automatic Renewal failing which JaGaSolution may revoke such Automatic Renewal in accordance with Clause 3.2
   
   3.5 Either Party may terminate this Agreement within the Term by giving the other Party thirty (30) days written notice.
   
   3.6 Either Party may terminate this Agreement immediately in writing if:
   3.6.1 An order is made or an effective resolution is passed for the winding-up, dissolution or bankruptcy of the other Party, or for the reconstruction and amalgamation of the other Party otherwise under any applicable laws;
   3.6.2 A receiver, receiver and manager, judicial manager, provisional liquidator, liquidator, trustee in bankruptcy or like official is appointed over the whole or substantially the whole of the undertaking of the other Party;
   3.6.3 The other Party shall make any arrangement for the benefit of or enter into any arrangement or composition agreement with its creditors;
   3.6.4 A holder of an encumbrance takes possession of the whole or substantially the whole of the property of the other Party;
   3.6.5 Execution is levied against the assets or undertaking of the other Party and a claim may be made accordingly; or
   3.6.6 The other Party shall have infringed or violated any law or regulation pertaining to this Agreement and such Party has failed, neglected or refused to remedy such an infringement or violation within the time frame stipulated by the relevant authority.
   
   3.7 Without prejudice to any other rights or remedies, subject to RISB’s sole and absolute discretion, RISB may terminate this Agreement immediately in writing or with prior written notice (of such notice period deemed suitable by RISB) in the event that:
   3.7.1 RISB receives any termination notices from the partner(s) who is in collaboration with RISB to provide services under JaGaSolution Initiatives (“the Partners”) for termination of any such contracts between RISB and the Partners for provision of services under JaGaSolution Initiatives subscribed by the Committee;
   3.7.2 The contract(s) between RISB and the Partners for provision of services under JaGaSolution Initiatives subscribed by the Committee is terminated for whatsoever reasons;
   3.7.3 The Committee’s subscription(s) to any or all products of RISB is terminated for whatsoever reasons;
   3.7.4 The Committee is in breach of its obligations or any material term of this Agreement and has not remedied the same to the reasonable satisfaction of RISB within a reasonable time frame or by the date specified in a prior written notice issued by RISB if any; or
   3.7.5 RISB is in receipt of a direction(s), order(s) or notice(s) issued by any appropriate authority either requiring RISB or as RISB deems fit, to terminate this Agreement and/ or suspend the provision of JaGaSolution Initiatives to the Committee.
   
   3.8 Upon expiration or termination of this Agreement in accordance with this Agreement or the revocation of Automatic Renewal by RISB in accordance with Clause 3.2 above, JaGaSolution may arrange for prompt removal of, amongst others, machine(s), vehicle(s), material(s), equipment(s) and others from the Property, subject to the respective partners’ availability.
   
   3.9 Upon expiration or termination of this Agreement, any provisions of the Agreement which are intended or reasonably expected to survive including but not limited to Non-Solicitation, Confidentiality and Termination, shall so survive such expiration or termination as the case may be.

4. AMENDMENTS AND MODIFICATIONS OF TERMS
   4.1 JaGaSolution may modify, amend and/ or make changes to the Terms and Conditions including the Specific Terms and Conditions prescribed in the JaGaSolution Initiatives Agreement, from time to time, and in its sole discretion by posting any such changes online via https://jagasolution.com/jaga-community-service-terms/ (“Website”) or by sending e-mail(s) to the e-mail address provided by the Committee to JaGaSolution in the JaGaSolution Initiatives Agreement. The revised Terms and Conditions shall become effective as of the date it is uploaded to the Website and/ or the date it is sent to the Committee via e-mail(s), unless otherwise determined by RISB.
   
   4.2 The Committee’s continuous participation in JaGaSolution Initiatives shall be automatically deemed as the Committee’s acknowledgement and agreement to the revised Terms and Conditions and/ or Specific Terms and Conditions.

5. INTELLECTUAL PROPERTY RIGHTS
   5.1 The Committee acknowledges and agrees that any and all intellectual property rights which subsist in or arise in connection with JaGaSolution Initiatives pursuant to any JaGaSolution Initiatives Agreement between the Parties or otherwise in accordance with this Agreement, belong exclusively to JaGaSolution, its affiliates and licensors, vendors and/or its partners, or their respective licensors, as the case may be.
   
   5.2 The Committee agrees that JaGaSolution may, during the Term of this Agreement and after its termination or expiry, include the names of the Property and/or the Committee (including any trade name, trademark, service mark and logo) and the initiatives participated by the Committee on JaGaSolution’s customer list and in its marketing materials, website and sales presentations solely for its business development and marketing purposes only.

6. REPRESENTATIONS AND WARRANTIES
   6.1 The Committee represents and warrants:
   6.1.1 that it has the full legal authority, right or power enter into this Agreement and to execute any associated JaGaSolution Initiatives Agreement and to be bound by these Terms and Conditions;
   6.1.2 that all information and material provided to JaGaSolution pursuant to any JaGaSolution Initiatives Agreement for its participation in the JaGaSolution Initiatives under this Agreement is correct, accurate, not misleading and current;
   6.1.3 that it is legally authorised to act on behalf of the Users of the Property for the purposes of this Agreement and any arrangements contemplated within or in conjunction with it; and
   6.1.4 that it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation to any relevant data protection or privacy laws).
   
   6.2 The Committee agrees to defend, indemnify, and hold harmless JaGaSolution, its affiliates, subsidiaries, and their respective employees, officers, directors, shareholders, agents, contractors, representatives and service providers (collectively, the “JaGaSolution Indemnitees”) from all claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) that may arise from or are a result from the Committee’s breach of Clause 6.1 or otherwise in contravention to any provision of this Agreement.

7. DISCLAIMER OF WARRANTIES
   7.1 The JaGaSolution Initiatives are provided by JaGaSolution and its affiliate, licensors, providers, and/ or vendors on an “as is” and “as available” basis, without any warranty, representation or guarantee of any kind, whether express, implied, statutory or otherwise, including without limitation, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, compatibility, security, accessibility and accuracy. JaGaSolution does not warrant, endorse, guarantee or assume responsibility for, inter alia, any machine(s) and vehicle(s) deployed and installed at the Property by selected vendor under this Agreement including without limitation, any material, information, product or service advertised or offered. Without limiting any of the foregoing and to the fullest extent permitted by law, JaGaSolution and its affiliates or licensors shall have no obligation, liability and/or responsibility in connection with the deployment, installation, operation and maintenance including inter alia, any claims, damages, losses, expenses, costs or liabilities whatsoever resulting from or arising directly or indirectly from the use of such machine(s), vehicles and/or consumption of the food and beverages at the Property under this Agreement.
   
   7.2 The Committee acknowledges that JaGaSolution merely acts as an intermediary between the Committee and the respective partners hence shall not be responsible/ liable for any consequences and effects caused on the JaGaSolution Initiatives arising from commercial decisions made solely by the partners.

8. LIMITATION OF LIABILITY
   8.1 In no event shall JaGaSolution, its affiliates, licensors and/ or third party service providers be liable under any legal or equitable theory, including breach of contract, tort (including negligence, product liability and strict liability), misrepresentation, restitution or otherwise, to the Committee for any special, indirect, incidental, exemplary, punitive or consequential loss or damages, including without limitation: (i) any loss of business or profits, (ii) loss or depletion of goodwill or reputation (iii) loss of use or corruption of data (being data lost or corrupted in the course of transmission via the Committee’s systems or over the internet through no fault of JaGaSolution), (iv) costs of procuring any substitute goods or services and/or (v) any business or operational disruption or work stoppage experienced at the Property, arising out of or in connection with this Agreement, any JaGaSolution Initiatives Agreement and/ or forms, regardless of whether JaGaSolution has been apprised or advised of the possibility of any of the foregoing. Under no circumstances and to the greatest extent permitted by law shall JaGaSolution and its affiliates or licensors be liable to the Committee or any third party for an amount greater than the amount paid to the Committee under this Agreement in the six (6) months preceding any claim arising out of or in connection with this Agreement to which such liability may arise. The foregoing limitation of liability (i) will not in any way limit the Committee’s payment obligations, if any, under this Agreement, JaGaSolution Initiatives Agreement or any forms, (ii) is cumulative and not per incident; and (iii) shall apply even if any remedy in this Agreement fails its essential purpose or regardless of the theory or basis of liability (including breach of contract or tort).

9. LIABILITY FOR REVENUE
   9.1 In the event that there is a revenue-sharing arrangement between the Parties, which is documented in the JaGaSolution Initiatives Agreement, the Committee acknowledges and agrees that JaGaSolution acts only as an intermediary between the Committee and the applicable partners with respect to the JaGaSolution Initiatives carried out at the Property. JaGaSolution is not an agent for any partner and does not claim or offer any branding or advertising services under this Agreement.
   
   9.2 JaGaSolution shall only be responsible to the Committee for any revenue-sharing payments received without restrictions from the applicable partners which constitute immediately-available funds to JaGaSolution. The Committee further acknowledges and agrees that:
   JaGaSolution and its affiliates shall have no liability or obligation to the Committee for any payments due under any JaGaSolution Initiatives Agreement or otherwise under this Agreement that remain unpaid by any partner with respect to the particular initiatives at the Property;
   9.2.1 the Committee will only assert any claims directly against the relevant partner specified in the JaGaSolution Initiatives Agreement for any unpaid sums, provided that JaGaSolution has made all reasonable efforts to collect any such unpaid sum; and
   9.2.3 the Committee shall hold any of JaGaSolution Indemnitees harmless and indemnify them from any claims or liability related to such unpaid amounts.
   
   9.3 The Parties acknowledge that JaGaSolution shall make commercially reasonable efforts to bill, collect and clear payments from partners on a timely basis for initiatives participated by the Committee. JaGaSolution reserves the absolute rights to withhold any payments due to the Committee due to, amongst others, that the Committee violates any provisions of this Agreement.
   
   9.4 The Committee acknowledges and agrees that JaGaSolution has entered into this Agreement in reliance upon the limitation of revenue liability contained in this Clause 9, which forms an essential basis of the Agreement between the Parties.

10. RELATIONSHIP
    10.1 The Parties to this Agreement are independent contractors and nothing in any JaGaSolution Initiatives Agreement or these Terms and Conditions shall create, or be deemed to create a partnership, joint venture or relationship of principal and agent between JaGaSolution and the Committee.

11. INDEMNITY
    11.1 The Committee agrees to indemnify, defend, and hold harmless the JaGaSolution Indemnitees and any applicable third-party service providers including, but not limited to, the partners, for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of:
    11.1.1 any acts or omissions, or breach of this Agreement by the Committee (including any representations and warranties set forth above in Clause 6);
    11.1.2 any content or subject matter of materials and/ or productions; and/ or
    11.1.3 any violation of any applicable laws, rules, regulations, industry guidelines or policies with respect to the initiatives carried out at the Property.

12. NON-EXCLUSITIVITY
    12.1 This Agreement including any associated JaGaSolution Initiatives Agreement or other forms is non-exclusive and shall not prevent JaGaSolution from entering into similar agreements with third parties, including other partners within the same geographic location as the Property to implement the JaGaSolution Initiatives.
    
    
13. NON-SOLICITATION
    13.1 The Committee agrees not to contact or communicate with any JaGaSolution’s partner of any initiative participated without first obtaining the express written consent of JaGaSolution.

14. CONFIDENTIALITY
    14.1 The Committee acknowledges that it may receive during the course of this Agreement, whether directly or indirectly, information, material and data from JaGaSolution and/or JaGaSolution’s partners, that relates to the JaGaSolution Initiatives and/or otherwise any other information reasonably intended to be kept in confidentially, whether any of the foregoing is marked as “Confidential” or not (“Confidential Information”). The Committee agrees:
    14.1.1 not to disclose, use, transmit, inform or otherwise make available to any entity, person or body of the Confidential Information, except to the extent necessary to performing its obligations under this Agreement;
    14.1.2 to restrict access to the Confidential Information to employees, officers, advisors, agents and other representatives who have demonstrated a specific need to have access to any Confidential Information to carry out its obligations under this Agreement;
    14.1.3 protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information, but in any event, using no less than a reasonable degree of care; and
    14.1.4 shall forthwith report to or notify JaGaSolution of any actual or suspected breach of this Clause 14 and shall take all reasonable steps to promptly cease, prevent, control and/or remedy such breaches.
    
    14.2 The confidentiality obligations in this Clause 14 shall not apply to any information, material or data which:
    14.2.1 at the time of disclosure, is or becomes generally available to the public;
    14.2.2 was disclosed to the Committee on a non-confidential basis from a third party without violation of any contractual or legal obligation by such third party to JaGaSolution;
    14.2.3 was independently-developed by the Committee without use, access or knowledge of the JaGaSolution’s Confidential Information;
    14.2.4 received by the Committee from JaGaSolution that has been approved for disclosure; and/ or
    14.2.5 is required to be disclosed by any applicable law or regulation.

15. ENTIRETY
    15.1 This Agreement, including these Terms and Conditions, the JaGaSolution Initiatives Agreement and all associated forms, constitute the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties with respect to the JaGaSolution Initiatives.

16. NOTICE
    16.1 Any notice given by one Party to the other under this Agreement will be sufficiently served or made if sent by email, post or facsimile transmission to the address set out in the relevant JaGaSolution Initiatives Agreement. The Committee shall be deemed to have received such notice of any updates made to these Terms and Conditions within two (2) Business Days of the notice being sent by e-mail or made available on our Website.

17. NON-WAIVER
    17.1 Only a written waiver of any breach, right or remedy is effective if it is duly signed by the Parties. Any failure or delay of a Party to exercise or enforce (including any partial exercise or enforcement of) any provision contained herein and/or any other indulgence given by that Party shall not be deemed as a waiver by that Party of its right, power, authority, discretion, remedy or right of action against the other Party in respect of any breach by the other Party of its obligations hereunder.

18. BINDING EFFECTS
    18.1 This Agreement shall be binding upon the permitted assigns and successors-in-title of the Parties hereto. It is further provided that this Agreement shall not be discharged or in any way affected by any change in the composition or identity of the Parties hereto by amalgamation, reconstruction or otherwise.

20. SEVERABILITY
    19.1 In the event any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.
21. NON-ASSIGNMENT
    20.1 The Committee shall not assign any rights, interest, remedies and obligations herein without the prior written consent of JaGaSolution, whose consent may be withheld at its sole and absolute discretion. JaGaSolution, shall be entitled to assign, novate or transfer this Agreement or any of its right and remedies hereunder to any Affiliate without the consent of the Customer PROVIDED ALWAYS that JaGaSolution shall provide the Committee with a written notice of such assignment, novation or transfer. Nothing contained herein shall be deemed to confer any rights upon or be enforceable by any person other than the Parties hereto.

21. FORCE MAJEURE
    21.1 No Party will be liable to the other Party for any loss, damage or liability resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by a circumstance beyond its reasonable control, including, without limitation, to domain name server issues outside its direct control, lockdowns, movement control orders, pandemic, epidemic, labour strikes or shortages, riots, civil commotion, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, political interferences, labour conditions, industrial disputes, earthquakes, communications or power failure, lost or unavailable network connections, failed, incomplete or delayed computer transmissions, material shortages or any other cause (“Force Majeure Events”). A Party upon becoming aware of any Force Majeure Events shall immediately notify the other Party of the particulars giving rise to any delay or non-performance of any obligations under this Agreement, and take all steps as are necessary to bring the Force Majeure Events to a close or to find a solution by which the Agreement may be performed. If the Force Majeure Events occur and continue for thirty (30) continuous days, then either Party may in writing, terminate this Agreement without any liability to each other, save for antecedent breaches and breaches committed prior to the Force Majeure Events.

23. GOVERNING LAW AND DISPUTE RESOLUTION
    22.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia, and the Parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.
24. TIME IS OF THE ESSENCE
    23.1 The Parties acknowledge and agree that time is of the essence in the performance of this Agreement. Any dates, deadlines and/ or time frames specified herein must be strictly adhered to failing which may result to non-breaching party pursuing legal remedies and/ or terminating this Agreement.

24. INTERPRETATIONS
    24.1 In the event that the provisions of this Terms and Conditions, the JaGaSolution Initiatives Agreement and any other annexures thereof are inconsistent in any manner, this Terms and Conditions shall prevail over the JaGaSolution Initiatives Agreement and its other annexures (if any), while the JaGaSolution Initiatives Agreement shall prevail over its other annexures (if any).
    24.2 Reference to “applicable laws” in this Agreement shall refer to any applicable constitution, laws, by-laws, statutes, ordinances, codes, rules, regulations, orders, judgments or decrees of any government, states or political subdivision thereof, courts, regulatory or semi-regulatory or administrative bodies. References to any statutes, rules, regulations, orders, directives shall be construed as references to such statutes, rules, regulations, orders, or directives as may be amended, re-enacted or as modified by any other statutes, rules, regulations, orders or directives.

25. ANTI-BRIBERY AND ANTI-CORRUPTION (“ABAC”) POLICY
    25.1 By continuing to take part in JaGaSolution Initiatives, the Committee commits and undertakes that:
    a. The Committee has read and understood, and will fully comply with and adhere to this ABAC Policy that outlines RISB’s zero-tolerance against bribery and corruption as well as all applicable laws, rules and regulations relating to anti-bribery, anti-fraud and anti-corruption (“ABAC Applicable Laws”);
    b. The Committee shall discharge its duties and obligations in an ethical manner and shall not offer, give, agree to give, promise or offer to any of RISB’s personnel or any other individuals any bribe, gift and/ or gratification to influence the decisions in favour of itself;
    c. The Committee has not been convicted nor being the subject of any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected breach of the ABAC Applicable Laws;
    d. The Committee shall report any actual or suspected breach of ABAC Applicable Laws as soon as reasonably practicable and to the extent permitted by laws to RISB;
    e. The Committee has not been and is not listed by any government agencies as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts; and
    f. The Committee shall take all measures and implement appropriate measures to ensure compliance with the ABAC Applicable Laws and/ or any other applicable provisions
    
    25.2 The Committee further agrees that:
    a. In the event the Committee is in breach of any of the above undertakings or ABAC Applicable Laws or any other applicable provisions, RISB may terminate this Agreement immediately without prior written notice and without liability whatsoever on part of RISB, without prejudice to any other rights or remedies that RISB may have or any other appropriate action which RISB may take pursuant to this Agreement or any other applicable laws. The Committee shall indemnify, defend and hold RISB harmless against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses including legal fees, whether civil or criminal, arising out of or in connection with the Committee’s breach hereof;
    b. The Committee will endeavour to report to RISB immediately, in the event any person attempts to solicit any bribe or advantages, whether financially or otherwise, from the Committee or any other person connected to the Committee either as an inducement or incentive for the Committee to be selected for a proposed business transaction with RISB or as a reward, gift or bonus or where the Committee has reasonable grounds to suspect any breach of the obligations in this ABAC Policy or ABAC Applicable Laws from time to time;
    c. This ABAC Policy may be updated, amended or revised by RISB at any time and from time to time to ensure its adequacy in implementation and enforcements, and the Committee shall fully adhere to all such amended. Your continuing participation in JaGaSolution Initiatives shall indicate the Committee’s full acceptance to any such revisions made herein;
    d. The Committee is fully informed on the Whistleblowing Policy if any and the channels available to the Committee as an avenue to report any misconducts or incidents in relation to the commercial transactions between RISB and the Committee; and
    e. This ABAC Policy shall form part of the material terms within this Agreement.

Last Updated: 3^rd December 2024.