In consideration of 701Panduan Sdn Bhd (“701Panduan”) agreeing to publish and post Advertiser Content and Listing on 701Panduan website or any other media published by 701Panduan in any format at the Customer’s request, the Customer hereby covenants to undertake and agree to be bound by the following terms and conditions.

1.1    In this Agreement, the following words and terms shall have the following meanings unless the context otherwise requires.

          (a)    “Advertiser” means Customer and/or its authorised signatory;

          (b)    Advertiser Content” means the web content of Advertiser which is to be hyperlinked to the Listing;

          (c)    “Agreement” means collectively, (i) the Conditions stipulated and (ii) the Contract Form;

          (d)    “Amendment" means any proposed amendment or revision of any ordered Listing;

          (e)    “Conditions” means the terms and conditions stipulated herein together with all the particulars and information stated in the
          previous and subsequent page, and all schedules, if any, which are attached herewith to the terms and conditions;

          (f)    “Contract Date” means the date when 701Panduan accepts and approves the request for the advertisement from the
          Customer;

          (g)    “Contract Form” means the contract form annexed to the Conditions, including all schedules attached thereto;

          (h)    "Copy Deadline" means the date falling 7 working days immediately before the Listing Date

          (i)    “Direct Billing” means payment of Grand Total by the Customer through company cheque, direct debit or personal delivery to
          701Panduan or personal collection by 701Panduan’s staff and reseller or any other mode of payment acceptable to 701Panduan;

          (j)    “Grand Total” means the fee to be paid by Customer to 701Panduan as indicated in the Contract Form;

          (k)    “Listing Date” means the first day of the Listing Period on 701Panduan’s website;

          (l)    “Listing Period” means the period as indicated in the Contract Form;

          (m)    “Parties” means 701Panduan and the Advertiser collectively;

          (n)    “Site” means 701Panduan’s website;

          (o)    “working day” means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for
          business in Kuala Lumpur, Malaysia.

2.1    The Parties agree to be bound by the terms of this Agreement as contained and comprised in :
          (a)    the Contract Form; and
          (b)    the Conditions.

2.2    In the event of any conflict or inconsistency between the Conditions and any Contract Form, where the conflict or inconsistency relates to:
          (a)    the details or scope of the specific service(s) described in the Contract Form (“Services”), the Contract Form shall prevail; and
          (b)    any other issue, including the rights and liabilities of the Parties, the provisions of the Conditions shall prevail, to the extent of
          such conflict or inconsistency.

3.1    The Advertiser agrees to purchase the paid directory listing enhanced services and features (“Enhanced Services”) upon the terms set out in this Agreement.

3.2    The particulars of the Enhanced Services and payment terms are set out in the Contract Form.

4.1    Each order for Listing shall be made on the Contract Form and signed by the Parties, and 701Panduan is not bound to accept any ordered Listing made in any other manner.

4.2    701Panduan shall be entitled to cancel an ordered Listing before the Listing Date by notice to Advertiser, without any liability and without prejudice to any of its rights in this Agreement or at law or in equity.

4.3    All ordered Listings shall be binding on Advertiser. No ordered Listing shall be amended, cancelled or withdrawn in any way by Advertiser except with the prior written consent of 701Panduan.

5.1    All payments made for ordered Listings are non-refundable under all circumstances except with the prior written consent of 701Panduan. Cancellation made after seven (7) working days before Copy Deadline shall be subject to full payment of the Grand Total under this Agreement.

6.1    Advertiser shall submit to 701Panduan at its designated address by the Copy Deadline a copy verified by Advertiser in writing, of:
          (a)    each Listing intended to be published; and
          (b)    each Amendment.

6.2    701Panduan shall be entitled (but not obliged) to:
          (a)    treat any copy of any Listing or Amendment submitted to 701Panduan as complete and accurate; and
          (b)    disregard and ignore any Listing or Amendment which does not set out exactly the manner in which the Listing or Amendment
          is to appear.

6.3    In the event that Advertiser fails to fully comply with Clause 6.1 by the Copy Deadline in relation to any Listing, 701Panduan shall be entitled to charge Advertiser for the entire Enhanced Service as if such Listing had been published in its entirety in the Site reserved by the ordered Listing for that Listing, and Advertiser hereby undertakes and agrees to pay all such charges. Advertiser is subject to payment within 7 working days upon listing publishes.

6.4    In the event that Advertiser fails to fully comply with Clause 6.1 by the Copy Deadline in relation to any Amendment, 701Panduan shall be entitled to ignore that Amendment and to publish the Listing without that Amendment.

6.5    If in the opinion of 701Panduan:
          (a)    the publication of any Listing, Amendment or Advertiser Content linked via the Listing, would by reason of its contents, or the
          advertisement, offering for sale or sale of any services or products, would:
                    (i)     infringe the intellectual property or other rights of any person; or
                    (ii)    constitute a libel of any person, goods or business; or
                    (iii)   offend public standards of, morality or decency; or
                    (iv)    offend racial or religious sensitivities; or
                    (v)     violate any law or regulation in Malaysia or any jurisdiction in which the same would be published; or
                    (vi)    be contrary to any policies of 701Panduan; or

          (b)    any license, consent or approval required to be obtained for the publication of any Listing or Amendment or Advertiser Content
          or for the advertisement, offering for sale or sale of any services or products, has not been obtained, or any conditions attached to
          any such license, consent or approval relating to the publication of any Listing or Amendment or Advertiser Content or for the
          advertisement, offering for sale or sale of any services or products has not been complied with; or

          (c)    the copy of the Listing or Amendment submitted to 701Panduan has not been verified by Advertiser in writing,

          701Panduan shall be entitled, at its absolute discretion and without giving any reasons therefor, to:
          (1)    refuse to publish any Listing or Amendment, and/or link the Listing to the offensive Advertiser Content;
          (2)    require that Advertiser make such revision or modification to the Listing, Amendment, or Advertiser Content to the satisfaction of
          701Panduan by a deadline specified by 701Panduan;
          (3)    edit, revise, re-arrange, or amend the Listing or Amendment on its own accord and in such manner as it considers appropriate
          before or after publication; and/or
          (4)    take any other action that it considers appropriate or necessary to protect its interests as proprietor and operator of the site in
          which the Listing or Amendment is to be published.

6.6    In any case where 701Panduan declines to publish any copy of any Listing or Amendment, 701Panduan shall be entitled to cancel the ordered Listing whether before or after the Cancellation Deadline without any liability and without prejudice to any of its rights in this Agreement or at law or in equity.

7.1    All Prices and payment terms for an Enhanced Service shall be set out in the Contract Form.

7.2    701Panduan will invoice Advertiser for any sum payable by Advertiser under this Agreement.

7.3    Subject to Clause 7.5 and any contrary payment term under any Contract Form, any and all amounts due from Advertiser to 701Panduan under this Agreement shall be fully paid by Advertiser not later than 7 working days before the Listing Date, regardless of whether Advertiser receives an invoice.

7.4    701Panduan shall be entitled to impose late payment interest at the rate of one percent (1%) per month calculated on a daily basis from the due date to the date of full payment and Advertiser shall pay the said interest on the date of payment of the outstanding amounts due and payable to 701Panduan. All outstanding amounts which are due and payable to 701Panduan (including the late payment interest) shall be treated as a debt due and 701Panduan reserves the right to use all means permitted by law to recover the same.

7.5    Advertiser shall verify the correctness of each invoice received from 701Panduan and shall within 14 days of receipt inform 701Panduan in writing of any errors in the invoice, failing which such invoice shall be deemed conclusive proof of the amounts due.

7.6    701Panduan shall be entitled to set, revise and amend from time to time the Prices and payment terms by written notice to Advertiser within 30 days. Such revisions and amendments to the Prices and payment terms shall be effective and binding on Advertiser.

7.7    All Prices and charges under this Agreement are exclusive of five percent (5%) service taxes and other applicable taxes of whatever nature imposed by the tax authorities of Malaysia or elsewhere, which shall be borne by Advertiser. Where withholding taxes are payable under the laws of Advertiser’s country for any payment due to 701Panduan under this Agreement, Advertiser shall gross up such payment such that the balance payable to 701Panduan after deduction of the applicable withholding taxes shall be equivalent to the original amount due to 701Panduan.

7.8    701Panduan reserves the right to introduce an electronic billing system, and Advertiser agrees to abide by all terms and procedures applicable to the use of such system, as notified by 701Panduan.

8.1    All Listings must comply with the form, size, content and other specifications of 701Panduan which may vary from time to time at 701Panduan's sole discretion. Listing space will be measured in accordance with the scales and rules used by 701Panduan.

8.2    701Panduan shall be entitled to charge Advertiser a fee for each of the following services at such rate or rates as 701Panduan may determine from time to time:
          (a)    translation of any Listing; and
          (b)    the design, formatting or editing of any Listing.

8.3    701Panduan shall not be responsible or liable for any deficiency in the quality of reproduction of any design or graphics in any Listing in any Site in the event that the materials provided to 701Panduan for the purpose are deficient or do not meet the standards and requirements stipulated by 701Panduan.

          When it is deemed as necessary by 701Panduan, it shall be entitled, in its sole and absolute discretion and without giving prior notice, to,
          (a)    re-schedule the publication of any Listing;
          (b)    to reposition any Listing to another part of the Site; and/or
          (c)    to publish the Listing in an alternative site,

and Advertiser hereby agrees that any such abovementioned action shall not affect the obligations of Advertiser to pay for the publication of the Listing at the Prices applicable. 701Panduan shall not be liable to Advertiser for any liability, damages, losses, costs or expenses incurred by Advertiser arising from or in connection with any such abovementioned action.

9.1    701Panduan may at its sole and absolute discretion and at no additional fees or charges to Advertiser, reproduce, display and re-publish any Listing (or part thereof) which has been published in a Site or on any alternative sites (“Re-publication”). Notwithstanding the foregoing, 701Panduan reserves the right to impose any applicable fees or charges for any Re-publication, if such Re-publication is separately agreed to in writing between 701Panduan and Advertiser.

10.1    In relation to every copy of any Listing or Amendment to be submitted to 701Panduan, and all Advertiser Content linked to each Listing, and all services and products of Advertiser, Advertiser hereby represents and warrants to 701Panduan that:
          (a)    Advertiser has obtained the necessary licenses, consents, permissions and other approvals from all authorities and persons
          (including all proprietors and licensees of the intellectual property therein) to use and publish all the designs, graphics, names,
          marks, representations and statements contained in that Listing or Amendment, to link such Listing to Advertiser Content, and to
          advertise, offer for sale or sell any relevant services and products, and that all such licenses, consents, permissions and other
          approvals are in full force and effect;
          (b)    all designs, graphics and materials delivered to 701Panduan for the publication of any Listing are the property of Advertiser or
          have been delivered with the prior written consent of the owner and are free of third party claims;
          (c)    the publication of that Listing and that Amendment, the linking of the Advertiser Content to that Listing, the Advertiser Content
          itself, or the advertisement, offering for sale or sale of any Products, will not:
                    (i)     infringe the intellectual property or other rights of any person; or
                    (ii)    constitute a libel of any person, goods or business; or
                    (iii)   offend public standards of, morality or decency; or
                    (iv)   offend racial or religious sensitivities; or
                    (v)    violate any law or regulation in Malaysia or any jurisdiction in which the same would be published;
          (d)    Advertiser has all authority, power and capacity to advertise the Listing and Enhanced Services described in this Agreement
          and copy sheet, and to enter into and perform its obligations set out in this Agreement;
          (e)    all of the warranties by Advertiser remain true and accurate as at the date of this Agreement and shall survive until all
          obligations of Advertiser under this Agreement have been fulfilled.

10.2    Advertiser shall indemnify 701Panduan and all its related corporations fully from and in respect of any and all liabilities, damages, losses, claims, costs (including legal fees and costs on a full indemnity basis) and expenses, incurred by 701Panduan or any of its related corporations caused by or arising from:
          (a)    any breach of any of the obligations and warranties of Advertiser under this Agreement including those set out in Clause 10.1;
          or
          (b)    any claim, action or proceeding against 701Panduan or any of its related corporations by any person arising from any breach of
          such obligations or warranties including those set out in Clause 10.1.

The foregoing indemnities shall constitute obligations of Advertiser which are separate and independent from its other obligations under this Agreement, and shall apply irrespective of any indulgence which may be granted to Advertiser from time to time.

10.3    In the event that any claim or allegation is made by any person that any Listing published in any Site or any Advertiser Content is defamatory of or infringes in any way any right of that person or any other person, 701Panduan shall be entitled to take any action it considers appropriate and/or enter into any compromise or settlement agreement with such person without incurring any liability to Advertiser and without affecting Advertiser’s obligations in Clause 10.2 and Advertiser shall not in such case have any claim whatsoever against 701Panduan with respect to any such apology, retraction, compromise or settlement.

10.4    Advertiser hereby waives all rights whatsoever against 701Panduan in relation to any advertisement that may be published by 701Panduan in any of 701Panduan's Sites, alternative sites or publications, whether or not such advertisement is placed by a competitor of Advertiser or the relevant services or products, and whether or not such advertisement makes reference directly or indirectly to Advertiser or the relevant services or products.

10.5    Advertiser hereby unconditionally and irrevocably:
          (a)    grants to 701Panduan a perpetual and royalty-free license; and/or
          (b)    agrees to clear, obtain and maintain all necessary rights, at no additional charge, to enable 701Panduan, to use and reproduce
          all Listings, in whole or in part, and to resize, translate or in any other way modify the said Listing for:
                    (i)    display and publication on the Site, on alternative sites and any other online publications of 701Panduan, or
                    (ii)    for 701Panduan’s marketing and promotional purposes.

11.1    No Party (“Recipient”) shall disclose or release to any third party any non-public information of the other Party (“Owner”) received or obtained in the course or for the purposes of this Agreement or negotiations leading thereto including technical, marketing, sales, business, financial, operational, or commercial information (collectively “Confidential Information”) nor use any Confidential Information for any purpose other than the performance of its obligations under this Agreement, without obtaining the prior written consent of Owner, except for:
          (a)    information which was at the time of disclosure, or thereafter falls, in the public domain without willfulness or misconduct of
          Recipient;
          (b)    information which, prior to disclosure by Owner, was already in Recipient’s possession without limitation on disclosure to
          others;
          (c)    information obtained by Recipient from a third party having an independent right to disclose this information;
          (d)    information which is independently developed by Recipient; or
          (e)    information under Clause 11.3.

11.2    Confidential Information may be disclosed by Recipient if such disclosure is mandated by law, order of court, or any regulatory or governing body with jurisdiction over Recipient, provided that Recipient gives Owner reasonable prior written notice of such impending disclosure, and limits such disclosure to only the extent necessary for such compliance.

11.3    Advertiser must ensure the accuracy, authenticity and integrity of the all information it furnishes to 701Panduan. Advertiser hereby consents to the use of such information by 701Panduan and its service providers, related corporations, designated representatives and/or business partners for or in connection with:
          (a)    the provision of the Services or any part thereof;
          (b)    the operation, maintenance and management of the information systems relating to or hosting the Services, and Sites;
          (c)    the verification and processing of payments;
          (d)    verification and record of Advertiser’s personal particulars including comparing it with information from other sources;
          (e)    conducting statistical analysis of customers for purposes of its business plans, the enhancement of products and services,
          targeted advertisements including conveying such information in broad terms (but not information in relation to specific individuals)
          to third parties whom it has or proposes to have business dealings;
          (f)    sending information, promotions and updates including marketing and advertising materials in relation to its goods and
          services and those of selected third party organisations; and
          (g)    complying with any order of court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for
          the purposes of taking legal action against Advertiser or any third party.

11.4    The obligations in this Clause 11 shall survive the expiry or termination of this Agreement.

12.1    701Panduan shall be entitled to terminate this Agreement at any time by giving Advertiser not less than 14 days’ prior written notice.

12.2    Either Party shall be entitled to terminate this Agreement forthwith upon the occurrence of any of the following events:
          (a)    the other Party commits a material breach of this Agreement which is incapable of remedy;
          (b)    the other Party commits a material breach of this Agreement which is capable of remedy and fails to fully rectify and remedy the
          effects of such material breach within 14 days of service of a notice in writing requiring it to rectify and remedy such material breach;
          (c)    the other Party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets
          or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or
          reconstruction);
          (d)    the other Party ceases or threatens to cease carrying on business; or
          (e)    the other Party fails to pay any sum due under this Agreement within 30 days after a notice requiring payment thereof has been
          served on it.

12.3    Any termination of this Agreement shall be without prejudice to any accrued rights and obligations of either Party.

13.1    Whilst 701Panduan shall use reasonable care in processing every ordered Listing and Amendment, it shall not in any circumstance whatsoever be liable in any way for any loss or expense incurred or suffered by Advertiser by reason of any error or omission in publication and /or delay or default in performance of its obligations under this Agreement.

13.2    It is the sole responsibility of Advertiser to verify the accuracy of its published Listing and rectify or update 701Panduan with relevant information promptly.

13.3    701Panduan shall not be liable to Advertiser for any delay or default in performance of its obligations under this Agreement caused by:
          (a)    any event or occurrence beyond 701Panduan’s reasonable control including but not limited to acts of God, natural disasters,
          civil unrests, labour disputes, terrorist activity, criminal activity, war, threat or preparation for war, epidemic, quarantine restrictions,
          outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health
          Organisation or any governmental authority, political interference by any government authority, or other similar situations;
          (b)    interruption or stoppage to the access to and/or use of any Site or alternative site; or
          (c)    telecommunication problems, power supply problems, Internet or network related problems, problems with the computer
          systems and information systems of 701Panduan or third party vendors or service providers or any emergency measure which may
          be taken by 701Panduan in the event of any such occurrence.

13.4    The Services, Listings and the Sites and all content, information, materials, services and functions contained therein are provided "as is" and "as available". No warranty of any kind, implied, express or statutory, including but not limited to any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from Virus, is given in conjunction with the Services or the Sites or any information and materials provided through the same. In particular, 701Panduan does not warrant that any Service, Listing or access to any Site or alternative site will be uninterrupted or free from defect, error, omission, or any Virus or that any identified defect, error or omission will be corrected or Virus removed.

13.5    701Panduan shall not, save for gross negligence or willful misconduct on the part of 701Panduan (in which event 701Panduan ‘s liability shall be subject to Clause 13.7) be liable to Advertiser for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Services, the Listings and/or this Agreement.

13.6    Notwithstanding the generality of Clause 13.5 above, the Parties expressly agree that 701Panduan shall not in any event be liable for any special, indirect or consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings, economic loss, or any claims by third parties, which may arise in respect of or in connection with the Services, the Listings or this Agreement.

13.7    Advertiser agrees that in the event that 701Panduan is held liable to Advertiser for any loss or damage despite the foregoing provisions, the liability of 701Panduan to Advertiser under or in relation to the Services, the Listings, this Agreement or the performance of 701Panduan’s obligations hereunder, whether in contract, tort or other cause of action, shall not exceed in the aggregate, the total amount received by 701Panduan under this Agreement prior to the time such liability arose.

14.1    This Agreement shall be governed by and construed in accordance with the laws of Malaysia including not limited to the Communications and Multimedia Act 1998 or any by-laws, rules, regulations or other subsidiary legislation under such Act, or any directions, order, requirement or instruction whatsoever given by any authority competent to do so under any written law.

14.2    The Parties hereby submit to the non-exclusive jurisdiction of the courts of Malaysia.

          a)    All copyright in the advertisement requested herein will vest in 701Panduan and the Advertiser is not permitted to reproduce all
          or any part of the advertisement without 701Panduan’s prior written approval.

          b)    The Advertiser is solely responsible for the information and content of the advertisement and any demand, claim or liability
          arising out of or relating to the said information and content of the advertisement. The Advertiser represents and warrants that it has
          obtained all necessary approvals, licenses or permits required and that all such approvals, licenses and permits are in full force
          and effect, and holds the necessary rights to permit the use and posting of the advertisement for the purpose of this Agreement; and
          that the use, reproduction, distribution, or transmission of the advertisement will not violate any applicable laws, regulations or any
          rights of any person or third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright,
          patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation,
          invasion of privacy or rights of any person, celebrity, or any other rights of any person or entity.

          Any complaint on advertiser’s Listing, asdvertisement and Enhance Services after Listing Date, must be made within fourteen (14) days, by giving written notice to 701Panduan. Any complaints filed after the fourteen (14) days will not be entertained.

          This Agreement shall be binding upon the heirs, assigns, personal representative and successors-in-title and assigns of the Parties.

          This Agreement shall constitute the entire agreement between the Parties hereto and shall supersede all other agreements, correspondence, discussions or understandings with respect to or in connection with any of the matter to which this Agreement refers to.

          Advertisements are accepted by 701Panduan in reliance upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law. In consideration of such publication, Advertiser hereby represents and warrants that it has obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to the promotion, game, contest, lucky draw, sweepstake or lottery referred to and promoted in the advertisement campaign that the Insertion Order relates to ("Promotion"), if any, and that all such approvals, licenses, consents and permits are in full force and effect. Advertiser agrees, at its own expense, to fully indemnify, defend and hold harmless 701Panduan, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including legal fees and costs on a full indemnity basis) incurred by 701Panduan in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of (i) publication of the advertisement; (ii) the Promotion and its publication thereof; and/or (iii) any Promotion, material, product or service of Advertiser to which users can link through or infer from the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

20.1    Advertiser shall not, without the prior written consent of 701Panduan, assign, mortgage, charge, sub-license or dispose of any of its rights under this Agreement.

20.2    The terms and conditions of this Agreement may at any time be varied by the mutual written agreement of both Parties through an exchange of letters, electronic communications or such other means as the Parties may agree.

20.3    A failure by either Party to exercise or enforce any rights under this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

20.4    Any notice, request, consent, demand or other communication between the Parties must be in writing and shall be given to the other Party at the 701Panduan Sdn Bhd, Block 2A-15-1, Plaza Sentral, Jalan Stesen 5, 50470 Kuala Lumpur, Malaysia. Any such notice, request, consent, demand or other communication shall be deemed to be served or made as follows:

          (a)    if by delivery in person, when delivered to the addressee,

          (b)    if sent by facsimile transmission, immediately after successful transmission thereof and evidenced by a transmission
          confirmation report; or

          (c)    if sent by registered post, five (5) days after it is posted.