Internet Business Ownership Program (IBOP) - Terms & Conditions

1. Services
Subject to the provisions of this Agreement, Company shall perform outsourcing services on behalf of Client. These services may include project management, assumption of particular tasks, and the provision of specific deliverables to Client. All services to be provided hereunder will be in accordance with the Scope of Work annexed hereto and made a part hereof.

2. Payment Terms
2.1. Company shall invoice Client in accordance with the Payment Schedule annexed hereto and made a part hereof for all charges, and  all expenses incurred in the performance of this Agreement.

2.3. In the event Company determines itself insecure as a result of any adverse change in Client's operating or any other factors determined by  the Company, Company  may within seven (7) days' issue a  written notice to Client, Client shall  have the right of refund of the amount paid within 30 workings days and terminating this Agreement immediately.

2.4. In the event of early termination of this Agreement for reasons other than good cause shown, Client agrees to waived any liabilities or any additional damages or claims whatsoever toward the Company.

2.5. If there is any dispute with respect to the amount of payment due, Client shall notify Company in writing and set forth its reasons in complete detail. 

2.6. The terms of payment, prices, limits of expenditures may not be amended or changed except as may be mutually agreed in writing by the parties.

3. Taxes
All fees and expenditures referenced in this Agreement and Exhibit annexed hereto shall be before imposition of any local, state, or federal taxes, including state and local sales, privilege, or excise taxes, or taxes based on gross receipts. Client shall be responsible to pay any and all taxes arising from a provision of services rendered.

4. Company Obligations

4.1. Work Rendered and Supervision. Company agrees to provide adequate supervision to ensure the timely performance of all services to be performed under this Agreement and to train or provide employees who are fully qualified to perform said services. It shall be Company's obligation to obtain and performs duties as per  required in the Statement of Work with respect to the timeliness and quality of the work.

4.2. Company shall follow the timetable as per indicated  on progress of work as are required pursuant to the Scope of Work.

5. Standards of Performance
Company shall provide all services hereunder in a timely basis subject to the terms and conditions of this Agreement and the Statement of Work.

5.1. All Works done will be subjected to the availabilities of Hardware and Software application as per the Program Requirement.

5.2. In the event of Hardware or software failure and various other technical difficulties, the Company deserve to waived its right of maintenance and work performance based upon the Company review of the situation.

5.3. The Company under goods faith shall maintain the program according to the Scope of Works.

6. Client Rights and Responsibilities.
Client is the owner of the said IBOP Program under the following conditions;

6.1 The Site is owned by the Client.

6.2 The Site is maintain, developed and manage by the Company for duration of 11 months.

6.3 Client waived any rights to interfere in the operation of the Site.

6.4 Client agreed to opened the following account

6.4.1. Revenue Generation Account

6.4.2. Company Affiliates Program Account

6.4.3. Any Account under the program which does not violates any established and common  law or governance of the Internet Environments.

6.5 Client Responsibilities

6.5.1. Client agreed to maintain and perform any said agreement pertaining to the account created under client name.

6.5.2. Client will be responsible for any breach of each account created according to the term and agreement of the said account.

6.5.3. In matter of payment received from account created , client will be responsible for the clearance and any charge or activities related to the payment received.

6.5.4. Each Payment received or monetary reward or payment received will be the sole responsible of the Client and the Company waived any link, implied or not to the influences of the receivable monetary entities.

6.5.5. Client will be subject to the local law of the Countries where client reside and any matter relating to the law, taxes and the financial regulations is the sole responsibilities of Client.

7. Maintenance Policy

7.1 Client have outsource the work for a duration of 11 months (330 days) starting from the period of approved and authenticated payment received by the company.

7.1.1 Client have paid for the full amount as dictated by the Company.

7.1.2 Client must notify the company within the 30 days grace period after the 11 months duration whether to continue IBOP maintenance.

8. Representations and Warranties
Company represents and warrants as follows:

8.1. All services will be provided in a good and workmanlike manner based on the terms and conditions in Schedules provided elsewhere in the Agreement. All work shall be in accordance with established industry standards.

8.2. Company has the qualification necessary to perform the services and a work force necessary to perform the services contemplated hereunder.

8.3. COMPANY MAKES NO OTHER REPRESENTATIONS, EXPRESS OR IMPLIED, WITH REGARD TO SERVICES TO BE PERFORMED OR PRODUCTS TO BE DELIVERED, INCLUDING WARRANTIES OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.

9. Indemnity

9.1. Company agrees to indemnify, defend, and hold harmless Client,  from and against all losses, damages, claims, penalties, fines, liability, and causes of action of every kind or character in nature (including all costs and fees including reasonable attorneys' fees and the reasonable costs of investigation), based upon or arising out of injury or damage caused solely by Company's negligence or willful actions under this Agreement. The indemnity provided hereunder and Company's liability under this Agreement or arising therefrom shall be limited to the amounts paid by Client hereunder. Under no circumstances will Company be liable for special or consequential damages.

9.2. Client agrees to indemnify and hold harmless Company, its directors, officers, employees, and agents from and against all losses, damages, claims, penalties, fines, liability, and causes of action of every kind or character in nature (including all costs and fees including reasonable attorneys' fees and the reasonable costs of investigation), based upon or arising out of injury or death to any person (including Company's officers, directors, employees, or agents) caused by Client's negligence or omissions under this Agreement or breach of any of Client's obligations hereunder.

10. Property Rights

10.1. It is agreed that the entire right, title, and interest, including copyright rights and all original works of authorship fixed in any tangible medium of expression heretofore or hereafter created by Company, or on its behalf for Client, or furnished to Client pursuant to this terms are hereby vested  and owned by the Company. The parties expressly agree that all works shall remain with the creator or Company unless specifically otherwise agreed in writing between the parties.

10.2. Company hereby grants Client the nonexclusive ownership of the mention program.

11. General Terms

11.1. This terms shall be governed by and in accordance with the laws in the state of Malaysia and the Nation where Client Reside.

11.2. This terms and the rights of obligations created hereunder shall not be assignable or delegable by either party without the prior written consent of the other party except that Company may assign the work in whole or in part to any parent, subsidiary or affiliated companies, or to individuals retained by Company;  but, subject to the foregoing this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

11.3. Termination provisions:

11.3.1. The term of this Agreement shall be as set forth in the Scope of Work.

11.4. Notices. All notices given hereunder shall be in writing or email and shall be deemed to have been given and delivered as according to client address and email.

11.5. Force majeure. Neither party shall be held responsible for any delay or failure of performance of any part of this Agreement to the extent such delay was caused by fire, flood, explosion or strike, government requirement, civil, military authority, act of God, act or omissions of carriers, and any other action beyond the control or without the fault or the negligence of a nonperforming party.