Terms of Subscription

This Agreement is entered into between the “Service Provider” as described above and Spa Guide Wellness International Sdn Bhd (Co. No. 1237117-X) (hereinafter referred to as the “SG”) collectively referred to as “Parties”) on the Date of Commencement listed above.

  1. WHEREAS:
    1. SG is the owner and authorised manager of the website known as www.spa.guide (hereinafter referred to as “the Website”) which provides the service of listing services of registered commercial businesses engaged in the industry of general health and well-being, fitness, weight loss, beauty, and/or relaxation commonly referred to as a ‘spa’.
    2. The Service Provider is a licensed and operational commercial establishment providing facilities and services dedicated to general health and well-being, fitness, weight loss, beauty, and/or relaxation.
    3. The Service Provider intends engage SG to advertise its services on the Website.  

Now this Agreement witnesses as follows:-

  1. 1. DEFINITIONS

    SG

    means Spa Guide Wellness International Sdn Bhd

    Service Provider

    means the party described in the application form attached as “Service Provider”

    User

    means a public and/or registered individual user of the website known as www.spaguide.com

    Facility Options

    means the collective options for subscription offered by SG and selected by the Service Provider as set out in the Facility Option segment to this Agreement

    Subscription Fee

    means the fee listed in the Application Form

    Website

    means www.spa.guide

    Content

    means any information provided by the Service Provider or on its behalf to SG for purposes of listing and inclusion on the Website

    Terms of Service

    means the Terms of Service between a User and SG in respect of the Website

    Review

    means any form of comment or rating system on the Website that provides the User the option to provide independent feedback in respect of the Service Provider’s services based on the User’s experience  

    Event of Default

    means any of the events listed in clauses 6.1.1 – 6.1.9

  2. 2. PARTIES

    1. SG warrants and represents that it is the legal owner and manager of the Website which provides the service of amongst others the listing of services for the spa industry.
    2. The Service Provider warrants and represents that it is a licensed and operational commercial establishment providing facilities and services dedicated to general health and well-being, fitness, weight loss, beauty, and/or relaxation.
  3. 3. FACILITY OPTIONS

    1. In consideration of the Service Provider paying to SG the Subscription Fee in the manner and amount as described in Section 4 of Schedule 1 hereby reserved and performing and observing the Service Provider’s covenants, undertakings, obligations, stipulations and agreements contained herein, SG shall provide the Facility Options as appended to this Agreement for the term as described in the Application Form commencing on and expiring on the date described in the Application Form.
    2. The Service Provider acknowledges that the Subscription Fee shall depend on the Facility Options selected by it at the commencement of this Agreement and any proposed variation to the Facility Options thereafter shall be at the sole discretion of SG.
    3. To the extent possible the listing of the Service Provider’s services on the Website under the Facility Options shall be substantially in the form as presented on its Website however SG reserves the absolute right to redesign the Website and listing of services as it deems fit without prior notice to the Service Provider.   
  4. 4. REPRESENTATIONS & WARRANTIES

    1. The Service Provider represents and warrants as follows:-
      1. The Service Provider (a) is duly incorporated and validly existing under the laws of Malaysia (b) has the power and authority to own its assets to conduct the business which it conducts and (d) has the power to enter into this Agreement and exercise its rights.
      2. Entry into, exercise its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate any law which it is subject to or violate any provision of its Memorandum and Articles of Association or any contract or undertaking binding on or enforceable.
      3. The Service Provider operates its business from the address listed in the Application Form and shall notify SG of any change of address immediately upon such change;
      4. The Service Provider has obtained and shall maintain all necessary licences for the operation of its business including but not limited to health and safety licences;
      5. The Service Provider is not licensed to provide medical advice or distribute medicine of any nature and shall not do so throughout the tenure of this Agreement;
      6. The Service Provider has the necessary expertise and experience to carry out the services it offers and the said services are provided by competent and trained staff;
      7. The Service Provider is compliant with all local employment regulations including but not limited to visa requirements, work permit requirements, minimum wage and health screening of employees;
      8. The Service Provider has conducted and shall conduct its business in all material respects in accordance with all applicable laws and regulations of Malaysia and there is no violation of or default with respect to any statute, regulation, order, decree or judgment of any court or any governmental agency at the time of executing this Agreement.
      9. The Service Provider has now and has at all times maintained adequate insurance cover having regard to its business and assets and no material insurance claim is outstanding;
      10. The Service Provider shall be responsible and liable to pay for all tax liabilities and any and all other liabilities and commitments for its business and the Service Provider hereby agrees with it shall indemnify SG and keep SG fully and effectively indemnified against any and all claims, proceedings, actions, loss or damage, costs, expenses (including solicitor-client costs) and other liabilities which SG may direct or indirectly suffer or sustain as a result of or in connection thereto and the aforesaid indemnify shall remain  in full force and effect and shall continue to subsist after this Agreement.
    2. SG represents and warrants as follows:-
      1. SG is a legally registered business that has the requisite expertise to provide the services listed under the Facility Options to the Service Provider under the terms of this Agreement.
      2. SG is the owner of the domain known as www.spa.guide.  

  5. 5. RELATIONSHIP

    1. The relationship between the parties hereto is that of licensor and licensee, and this Agreement is not to be construed as creating a partnership, joint venture, master-servant, principal-agent, or other relationship for any purpose whatsoever. Except as be expressly provided herein, neither party may be held liable for the acts either of omission or commission of the other party, and neither party is authorized to or has the power to obligate or bind the other party by contract, Agreement, warranty, representation or otherwise in any manner whatsoever.
    2. Any engagement for services between a user of the Website and the Service Provider shall at all times be deemed a contract negotiated, offered and accepted between the two parties exclusively upon terms agreeable between them.  
  6. 6. DEFAULT & TERMINATION

    1. Upon the occurrence of any one or more of the events provided below (each, an Event of Default and collectively, Events of Default), SG shall be entitled at anytime thereafter to terminate this Agreement forthwith–if the Service Provider shall be in breach of any one or more of the terms and conditions of this Agreement:-
      1. if SG forms a reasonable opinion that the Service Provider has misrepresented whether intentionally or unintentionally or withheld information to/from SG on matters relating to the Service Provider’s business, background of the Service Provider, of its directors or shareholders which is the Service Provider had disclosed would affect SG’s decision to enter this Agreement;
      2. if SG forms a reasonable opinion that the Service Provider has misrepresented whether intentionally or unintentionally at any time during this Agreement any information related to the Facility Options and the services provided by the Service Provider;
      3. if SG forms a reasonable opinion that the Service Provider has provided unlicensed medical advice and/or supplied unlicensed medication or health care supplements to a User through itself, employees, agents or representatives;
      4. if SG forms a reasonable opinion that the Service Provider’s standards of service has fallen below that as can be reasonably expected of a commercial business engaging in the industry as described in clause 2.2 herein or that such standards of service are capable of bringing SG into disrepute;
      5. Non payment of the Subscription Fee or any part thereof;
      6. the Service Provider breaches any part of this Agreement;
      7. In the event that SG has any knowledge or notice (actual or constructive) by exercising reasonable diligence that the Service Provider’s personnel, servants or employees are involved in or associated with any act of corruption or any unlawful or illegal activities in relation to this Agreement or the business of the Service Provider or at all SG shall without prejudice to any other rights of SG under this Agreement be entitled to terminate this Agreement at any time;
      8. the Service Provider shall permit or suffer to be presented a bankruptcy notice or presentation of a petition for liquidation, dissolution or winding up of the Service Provider (as the case may be); or
      9. the Service Provider shall, whether compulsorily or voluntarily, enter into any arrangement or composition for the benefit of or enter into any arrangement with its/his creditors.
    2. In consequence of a default under this Agreement SG shall be at liberty to terminate this Agreement immediately by providing notice to the Service Provider and any monies already paid to SG under this Agreement shall be treated as a penalty for such termination. The penalty as described here shall not prejudice SG’s right to any other legal remedy available to it as a consequence of an Event of Default.
    3. Upon termination SG shall remove the listing of the Service Provider’s services on the Website and cease the provision of any services to the Service Provider under the  
  7. 7. OBLIGATION TO NOTIFY

    1. The Service Provider shall notify SG of any notices and/or demands received from any party including but not limited to local authorities, customers and creditors which constitute (a) a demand for compensation (b) a notice for compliance/non-compliance with regulations (c) notice of an actual or impending legal action and (d) anything that may affect the operation the Service Provider business;
  8. 8. CONTENT

    1. With regard to the Content which you submit or make available for inclusion on the Website, the Service Provider agrees to grant SG and SG hereby accepts a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, transferable and exclusive license(s), to use, distribute, reproduce, modify, adapt, publish, broadcast, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in print and/or in any other format or medium now known or later developed. In this connection, Content includes the following non-exhaustive items: information, data, text, software, music, sound, photographs, graphics, video, messages, tags, links or other materials.
    2. SG retains the right to alter, vary and change all or any part of the Website in terms of layout, design, domain, SG brand name or anything related thereto without prior notice to the Service Provider on condition that the requisite information pursuant to the Facility Options is displayed on the Website.
    3. SG reserves all its rights to disable any links and or part of the Website in its sole absolute discretion. The Service Provider acknowledges that SG may or may not pre-screen Content, but that SG and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move or remove any Content that is available via the Website.
    4. Without limiting the foregoing, SG and its designees shall have the right to remove any Content (whether or not provided by the Service Provider) that we believe in good faith violates this Agreement or that has been alleged to infringe any intellectual property or that is otherwise objectionable in SG’s sole opinion, without being liable to the Service Provider in any way for any loss or damage arising from such removal.
    5. The Service Provider agrees that it must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, the Service Provider acknowledge that it may not rely on any Content created by SG or submitted to SG, including without limitation information in all parts of the services listed.
    6. The Service Provider acknowledges, consents and agrees that SG may in its sole discretion access, preserve and disclose the Service Provider’s account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the this Agreement or Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to the Service Provider’s requests for customer service; or (e) protect SG rights, property or personal safety as well as those of its users and the public.
    7. The Service Provider understands that the technical processing and transmission of the Service, including the Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
    8. The Service Provider understands that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by SG the Service Provider may not attempt to override or circumvent any of the usage rules embedded into the Website. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
  9. 9. EXCLUSION & LIMITATION OF LIABILITY

    1. Any contract entered into between a User of the Website and the Service Provider for the provision of services of the Service Provider listed on the Website shall be strictly between the the Service Provider and the User.  
    2. The Service Provider acknowledges that the Website may or may not provide a platform to the User to Review the quality of services provided by the Service Provider. The Service Provider acknowledges that a Review provided by a User may or may not be verified by SG and is at all times independent. The Service Provider agrees to hold SG harmless for any Review made on the Website by a User on condition that the said Review is in compliance with the Terms of Service. In no event shall SG, its officers, directors, agents, affiliates, employees or advertisers be liable for any indirect, special, incidental, consequential or punitive damages (including but not limited to loss of use, loss of profits, or loss of data) whether in an action in contract, tort (including but not limited to negligence), defamation, equity or otherwise, arising out of or in any way connected with the Website or a User provided Review.
    3. In order for the Service Provider to obtain the benefit of the Website, the Service Provider agrees to limit SG’s liability arising from SG’s professional acts, errors or omissions such that the total liability of SG shall not exceed RM10,000/-.
  10. 10. PROCESSING OF INFORMATION

    1. The Service Provider shall observe all regulations and legislation pertaining to the protection of the personal information or data of customers, which includes, but is not limited to personal identifiable data and banking and financial details belonging to customers and therefore all personal information provided by customers must only be processed to the extent as is necessary;
    2. The Service Provider it shall utilise and comply with the Personal Data Protection Notice in all its dealings and transactions with its customers; and
    3. The Service Provider shall have in place appropriate technical and organisational measures to safeguard against accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access to customers’ personal information and data and shall indemnify and hold harmless from each other against any claims, loss, damage or expense (including this Agreement) without limitation legal costs on an indemnity basis) which a party receives, incurs, suffers or becomes liable for as a result of its negligent, error, act or omission.
  11. 11. INDULGENCE

    1. No indulgence extended by either party hereto to the other party shall be construed as a waiver of any breach on the part of such other party, nor shall any waiver of one breach be construed as a waiver of any rights or remedies with respect to any subsequent breach.
  12. 12. ENTIRE AGREEMENT

    1. This Agreement (a) constitutes the entire agreement and understanding between the parties with respect to the matters dealt with in this Agreement; (b) supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to this Agreement in respect of the matters dealt with in this Agreement including but not limited to any quotation, purchase order and/or etc; and (c) was not entered into by the parties in reliance of any agreement, understanding, warranty or representation of any party not expressly contained or referred to in this Agreement.
  13. 13. EFFECTIVE DATE

    1. This Agreement shall take effect from the date first herein above entered, irrespective of the diverse dates upon which the respective parties may have executed this Agreement.
  14. 14. AMENDMENTS & ADDITIONS

    1. No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement will be effective unless it is in writing and signed by both of the parties.
  15. 15. SUCCESSORS & ASSIGNS

    1. This Agreement shall be binding upon and inure for the benefit of the respective heirs, personal representatives, permitted assigns and successors-in- title of the parties.
  16. 16. ASSIGNMENT

    1. The Service Provider shall not assign or transfer all or any part of its respective rights or obligations under this Agreement or delegate its performance under this Agreement without the prior written approval of SG, and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of this Agreement.
    2. SG shall be entitled at its sole and absolute discretion to assign or transfer all or any part of their respective rights or obligations under this Agreement or delegate their performance under this Agreement.
  17. 17. GENERAL COVENANT

    1. Each party has entered into this Agreement in good faith and shall give all such assistance and information to the other party and execute and do and procure all other necessary person or companies, if any, to execute and do all such further acts, deeds, assurance and things as may be reasonably required so that full effect may be given to the terms and conditions of this Agreement.
  18. 18. INVALIDITY & SEVERABILITY

    1. If any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then – (a) such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (b) the remaining provisions of this Agreement shall remain in full force and effect; and (c) the parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term condition, stipulation, provision, covenant or undertaking.
  19. 19. NOTICES

    1. Any notice or other communication under or in respect of this Agreement, including, but not limited to, any request, demand, consent or approval, to or by a party to this Agreement (each a notice) – (a) must be in writing; and (b) may be delivered personally or by courier to the person to whom it is addressed, or sent by facsimile, or sent by email, or left at or sent by registered or prepaid post to the person’s address and facsimile number (if any) stated in Section — (for SG) and Section — (for the Service Provider) respectively of Schedule 1, or as specified to the sender by any party by notice.
  20. 20. TIME OF THE ESSENCE

    1. Time wherever mentioned shall be of the essence of this Agreement, both as regards the dates and periods specifically mentioned and as to any dates and periods which may be agreed in writing between the parties to be substituted for them.
  21. 21. SCHEDULES & APPENDICES

    1. The Application Form and Facility Options executed with this Agreement (including their respective attachments, if any) form an integral part of this Agreement and are incorporated herein by reference. In the event of any inconsistency between any the Application Form or Facility Options and this Agreement, the text of the Application Form or Facility Options (as the case may be) in question (including any calculation) shall be deemed to control.
  22. 22. LAW & JURISDICTION

    1. This Agreement shall be governed by, and construed in accordance with, the laws of Malaysia.