Terms & Conditions

1.     Definitions

In this agreement (“Agreement”), unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1 "Deals" means rewards, gifts, offers, promotions, advertisements and/or other deals or special events made available or offered by the Merchants which are published or listed on the Platform/E-Marketplace. Such Deals may be viewed, saved and/or used by the Users;

1.2 "Information" means any information, data, details, content, and/or materials in any form;

1.3 "Merchant" means the participating merchant of the Programme as we may determine from time to time;

1.4 "Platform” or “E-Marketplace" means the website, mobile app, mobile site and/or other similar online platforms owned and operated by SHC Projects Sdn Bhd in relation to the Programme. For the avoidance of doubt, the website/mobile site are located at www.Upwards.com.my or such other addresses which SHC Projects Sdn Bhd deems fit from time to time;

1.5 "Programme" means the Upwards E-marketing Programme offered by SHC Projects Sdn Bhd;

1.6"Terms and Conditions" mean the terms and conditions contained in this Agreement;

1.7 “User”, “you” or “your” means the user of the Platform and/or Services (as hereinafter defined);

1.8 “we”, “us”, “our”, or “SHC Projects Sdn Bhd” means SHC Projects Sdn Bhd, a company incorporated in Malaysia under the Companies Act 2016;

 

2.     Agreement

 

2.1.  The use of the Platform and the provision of services and the features made available by us through the Platform, as more particularly described in Clause 3 below, (“Services”) shall be governed by these Terms and Conditions and all other relevant policies published on the relevant Platform. By accessing, browsing, downloading and/or using the Platform and/or the Services, you acknowledge that you agree to comply with and be bound by the version of these Terms and Conditions as at the time of your access or use of the Platform. If you disagree with any part of these Terms and Conditions, you must immediately cease your access and/or use of the Platform and/or the Services.

2.2.  We use cookies to recognize your visits and preferences, as well as to measure the effectiveness of campaigns and analyze traffic. The cookie is to offer you a better browsing experience, analyze site traffic, personalize content, and serve targeted advertisements. You hereby consent to the use of cookies by using the Platform.

 

3.     The Platform/E-Marketplace

 

3.1.  The Platform/E-Marketplace is an online platform that offer the following Services:

3.1.1. facilitates Deals (please refer to Clause 4);

3.1.2. providing information in connection with the Programme;

3.1.3. other services/features made available to you through the Platform; and

3.1.4. such services/features as we may from time to time introduce.

4.     Deals and third party’s Goods and/or Services

 

General

4.1.  The Platform may facilitate services, goods and/or Deals offered or made available to you by third parties, including without limitation the Merchants (“Third Party Deals, Goods and/or Services”). All such Third Party Deals, Goods and/or Services are offered to you by the relevant third party and we are merely the facilitator of such Third Party Deals, Goods and/or Services. All contracts in connection with the Third Party Deals, Goods and/or Services are strictly made by and between you and the relevant third party to the full and absolute exclusion of us.

4.2.  We make no representation and/or warranty of any kind as to the Third Party Deals, Goods and/or Services and we shall not be made liable or responsible to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Third Party Deals, Goods and/or Services, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant third party.

 

4.3.  The E-Marketplace allows the Merchants to upload, list and/or publish Deals on or to the Platform.

 

4.4.  The Users may view the Deals and download the Deals provided by the Merchants through the Platform. It is up to Merchants to list their Deals on the Platform for the Users.

 

4.5.      We reserve the right, at our discretion, to publish, list or remove any Deals from the Platform. The Deals may be removed from the Platform from time to time due to the Merchants' removal, out of stock, deal expiry or any other reason(s).

 

4.6.      The Deals on the E-Marketplace are subject to the relevant rules, terms and condition imposed by the relevant Merchant and/or SHC Projects Sdn Bhd on the relevant Deals. The Merchants reserve the right to change or amend the terms and conditions imposed on the Deals. The Deals published and/or listed on the E-Marketplace is subject to availability and may no longer be available as the Deals may be on a first come first served basis and the promotion will be made available in the order in which the Users arrive or for other reasons. As such, the validity or availability of the Deals published on the E-Marketplace are not warranted or guaranteed. You shall be responsible for making all necessary enquiry with the relevant Merchants prior to acting upon the Deals. The Merchant may refuse to honour the Deal in the event that the terms and conditions applicable to the relevant Deal are not fully satisfied or met. In the event that there is any dispute, issue or problem in relation to the Third Party Deals, Goods and/or Services (including without limitation issue regarding a Merchant’s failure to honour the Deals or non-availability of the Deals), you may report such issue or problem to us and we may, but are not obliged to, assist you in resolving the dispute. We shall not be liable to compensate you or pay any damages to you for any dispute, issue or problem in relation to the Third Party Deals, Goods and/or Services.

 

4.7.  To claim/redeem the Deals, you are required to flash your live deal published on the Platform (Upwards app/website) via mobile phone, tablet, etc to the relevant Merchant. Printouts, screenshots or photos of Deals will not be accepted.

4.8.  We shall not be made liable or responsible for any claims, loss, costs, expenses, and/or damages howsoever arising from the Deals, including without limitation the claims, loss, costs, expenses, and/or damages arising from the Merchant’s failure or delay to supply or honour such Deals.

 

4.9.  To the maximum extent permitted by law, we make no representation or warranty (express or implied) of any kind with regards to the Deals supplied by the Merchants or third party and we hereby disclaim all warranties and conditions, including without limitation warranties as to fitness for purpose, merchantable quality and non-infringement, with respect to the Deals.

 

5.     Terms of Use

 

5.1.  In consideration of us granting you a non-transferable, non-exclusive right to use the Platform and the Services, you agree to comply with the terms and conditions contained in this Agreement, including without limitation the following terms of use:

5.1.1. You shall:

5.1.1.1. comply with all applicable law, regulations, and all rules, policies, guidelines and instructions as imposed or may be imposed by all relevant statutory/governmental bodies and/or authorities from time to time;

5.1.1.2. comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Platform and/or Services as imposed or may be imposed by us from time to time; and

5.1.1.3. not act illegally or maliciously or carry out any activities which may adversely affect the business interests or reputation of SHC Projects Sdn Bhd, the Merchants, or the Services.

 

5.1.2. The Platform, the Services and/or all Information contained on, in or available through the Platform and/or the Services shall be collectively referred to as the “Platform/Information”. Except as expressly set out in this Agreement, you shall not and shall not attempt to, whether by yourself or by allowing any third party to:

5.1.2.1. access data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;

5.1.2.2. scan or monitor the Platform/Information for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;

5.1.2.3. copy, distribute, recreate, and/or disseminate the Platform/Information or any part thereof except where such act is incidental to the normal use of the Platform/Information, or where it is necessary for the purpose of back-up or operational security;

5.1.2.4. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform/Information or any part thereof;

5.1.2.5. make alterations or modifications to the whole or any part of the Platform/Information, or permit the

Platform/Information or any part thereof to be combined with, or become incorporated in, any other programs;

5.1.2.6. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform;

5.1.2.7. use the Platform/Information or any part thereof for any purposes other than for the purpose of and to the extent permitted under this Agreement. The Platform/Information shall not be commercialised in any manner whatsoever. For the avoidance of doubt, you shall not (i) use the Platform or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with Programme; and/or (ii) use the Platform or any of its resources to solicit consumers, Merchants, or other third-parties to become users or partners of other online or offline services;

5.1.2.8. use the Platform/Information in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;

5.1.2.9. use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system. For the avoidance of doubt, you shall not tamper or interfere with the proper functioning of any part, page, or area of the relevant Platform;

5.1.2.10.  misuse, abuse or hack into any aspect of the Platform/Information in any manner whatsoever or otherwise compromise the integrity of our software or systems;

5.1.2.11.  send, publish or advertise any unsolicited advertising or promotional content through or on the Platform or any part thereof without our written permission;

5.1.2.12.  use the Platform/Information in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users’ use and enjoyment of the Platform/Information in any manner whatsoever. For the avoidance of doubt, you shall not (i) take any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion); (ii) scan or test the security or configuration of the Platform or otherwise breach any security or authentication measures; and (iii) attempt to overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform;

5.1.2.13.  collect or harvest any Information from the Platform/Information or our systems or attempt to decipher any transmissions to or from the servers running any of the Services except in such a way which is permitted by this Agreement or other agreements you have with us;

5.1.2.14.  engage in any conduct which will infringe our Intellectual Property Rights (hereinafter defined) or those of any third party in relation to your use of the Platform and/or Services or any party thereof;

5.1.2.15.  use frames, framing techniques, or framing technology to enclose any content included on the Platform without our express written permission;

5.1.2.16.  exceed the quantity limits when downloading the Merchant Deals, or otherwise for resale or for speculative, false, fraudulent, or any other purpose not expressly permitted by these Terms and Conditions;

5.1.2.17.  access, monitor, or copy any content from the Platform using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;

5.1.2.18.  violate the restrictions in any robot exclusion headers on the Platform or bypassing or circumventing other measures employed to prevent or limit access to the Platform; and

5.1.2.19.  create any hyperlink or deep link to the Platform or any part thereof (including, without limitation, the downloaded path for any Deal) from any other website or platform without our initial and ongoing written consent.

 

Information submitted by you

5.2.      You shall ensure that all Information made available by you to us is accurate, original, authentic, complete, reliable, current, error-free and will not infringe the Intellectual Property Rights of any third party. You shall not falsify any Information.

5.3.      You shall not transmit or post or cause to be transmitted through or posted on the Platform and/or the Services or any part thereof any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law.

5.4.  By submitting or uploading any Information on or through the Platform and/or the Services, save and except for any Personal Data which is to be processed in accordance with the Privacy Notice, you automatically grant, or warrant that the owner of such Information has expressly granted, SHC Projects Sdn Bhd the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform.

5.5.  Without prejudice to other rights we may have under this Agreement or in law, in the event that you are found to be in breach of any of the terms contained in this Clause 5:

5.5.1.     we shall be entitled to immediately suspend or terminate your use of the Platform/Information;

5.5.2.     we shall have the right to remove any Information submitted, uploaded or transmitted by you to or through the Platform (if any); and

5.5.3.     you shall indemnify us in full and hold us harmless against all claims, loss, costs, damages, charges and/or expenses (including loss of profit) incurred and/or suffered by us as a result of such breach.   

6. Consumer Protection

 

6.1.      Notwithstanding anything contained herein, if the Consumer Protection Act 1999 (“Act”) applies and if you are dealing as a consumer under the Act (consumer shall have the meaning prescribed to it by the Act, “Consumer”), (a) we give you such implied warranties under the Act that cannot be excluded by the Act; (b) this Agreement is only intended to exclude or limit the remedies and rights you may have to the maximum extent permitted by the Act; and (c) nothing in this Agreement is intended to exclude or limit our liability to you for any loss or damage arising from (i) the negligence on our part; or (ii) our breach of any express or implied terms of this Agreement without adequate justification.

 

7. Warranties and limitation of liability

 

7.1.      We warrant and represent that:

7.1.1.     we will exercise reasonable care and skill in performing our obligations under this Agreement, and

7.1.2.     we have the right and authority to facilitate the Deals through the Platform.

 

7.2.      Information in connection with the Platform, the Services and the Third Party Deals, Goods and/or Services which is made available to you by us may be furnished to us by third parties. While we shall use all reasonable endeavours to ensure that such Information is communicated to you in its original form supplied to us by the third parties, we do not warrant that the said Information is accurate, complete, reliable, current, or error-free.

 

7.3.      In relation to the use of the Platform and/or the Services, we do not warrant that:

7.3.1.     the functions contained in the Platform and/or the Services will meet your requirements;

7.3.2.     the operation of the Platform and/or the Services will be uninterrupted or error-free;  

7.3.3.     any information (or messages) transmitted via the Platform will be transmitted accurately, reliably, or in a timely manner; and

7.3.4.     any defects in the Platform and/or the Services will be corrected.

 

7.4.      We do not warrant that the Platform is free of viruses, bugs, online interruption or other harmful threats. You shall responsible for implementing all necessary security and virus protection measures on/in your computer or mobile device before accessing the Platform.

 

7.5.      You understand that advice or recommendations are a matter of opinion and may not represent the true application, quality or feature of a particular service, as such you accept that any advice or recommendation given by us, our employees or agents is followed or acted upon entirely at your own risk.

 

7.6.      To the maximum extent permitted by law and the Act:

7.6.1.     the Platform, Services and all Information contained on, in, or available through the Platform and/or Services are provided on an "as is" and “as available” basis, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions, including without limitation  warranties as to fitness for purpose and non-infringement, with respect to such Platform, Services and Information save and except as otherwise provided under this Agreement;

 

7.6.2.     in no event shall SHC Projects Sdn Bhd or its affiliates be liable for any indirect, incidental, punitive and/or consequential damages and/or loss of profit, goodwill, production and/or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or SHC Projects Sdn Bhd had been advised of the possibility of same incurring; and

 

7.6.3.     SHC Projects Sdn Bhd’s maximum and cumulative total liability (including any liability for acts and omissions of its Representatives) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses howsoever arising from all of your access or use of the Platform and/or Services shall not exceed RM 300.

 

8. Advertisements

 

8.1.      We may place advertisements in different locations on the Platform and at different points during your use of the Platform and/or Services. You acknowledge that the advertisements may relate to third party’s goods and/or services and we shall not be made responsible for any such third party goods and/or services. We shall not be liable or responsible in any manner whatsoever for any claims in connection with the advertisement.

9. Links to and from other websites

 

9.1.      Where the Platform contains links to third party sites and to resources provided by third parties (“Third Party Sites”), those Third Party Sites are merely linked to provide information only and are solely for your convenience. We have no control over and we assume no responsibility for the content of such Third Party Sites (including, without limitation, relating to social networking sites such as Facebook) and we accept no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites. If you decide to access any of the Third Party Sites linked to the Platform, you hereby agree to do so entirely at your own risk.

 

10.  Intellectual Property

 

10.1.   Each party (its suppliers, contractors, partners and/or licensors (if any)) shall own and retain all its existing rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights (‘‘Intellectual Property Rights’’). Nothing in this Agreement shall transfer or assign any such Intellectual Property Rights to the other party.

 

10.2.   All Intellectual Property Rights developed pursuant to this Agreement by SHC Projects Sdn Bhd (its suppliers, contractors, partners and/or licensors (if any)) shall vest in SHC Projects Sdn Bhd upon its creation.

 

10.3.   Save as provided under this Agreement and for the purpose of this Agreement, no party shall use the Intellectual Property Rights of the other party without the prior written consent of the party concerned. You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of SHC Projects Sdn Bhd (its suppliers, contractors, partners and/or licensors (if any)) or those of any third party in relation to your use of the Platform and/or the Services.

 

11.  Indemnity

 

11.1.   You agree to defend, indemnify and hold us, our related corporations and each of our and their respective directors, officers, employees and agents harmless from and against all loss, damages, claims, fines, penalties or expenses, including attorneys' fees, arising howsoever under this Agreement, including without limitation arising from your use of the Platform and/or Services, negligence on your part and/or breach of this Agreement by you. This indemnity shall be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.

 

12.  Termination and Suspension

 

12.1.   Without prejudice to any other right or remedy we may have under this Agreement or at law, we may immediately terminate this Agreement by notice in writing if:

 

12.1.1.  you are found to be in breach of any of these Terms and Conditions and such breach is not remedied within thirty (30) days of our written notice; or

 

12.1.2.  you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration (including without limitation bankruptcy proceeding) or if a receiving order is made against you or you make any arrangement or composition with your creditors.

 

12.2.   Notwithstanding anything contained in this Agreement and without prejudice to any other right or remedy we may have under this Agreement or at law, we reserve the right to immediately suspend, restrict or cease your access to the Platform and/or the Services or any part thereof, with or without notice, and shall have no liability or responsibility to you in any manner whatsoever if:

12.2.1.  you are found to be in breach of any of these Terms and Conditions;

12.2.2.  we suspect, on reasonable grounds, that you have committed a breach of any of these Terms and Conditions;

12.2.3.  you are involved in or attempting to carry out any fraudulent or unlawful activities; or

12.2.4.  we are of reasonable opinion that your use of the Platform and/or the Services will cause disturbances to other users or any of the Merchants or otherwise cause any disturbances to us in providing any services to other third parties.

 

12.3.   Upon such suspension, we shall be entitled to carry out all necessary safety measures, investigation and steps to prevent further or possible breach. We may refuse to restore your access until we receive an assurance from you, in the format that we deem acceptable, that there will be no further breach of the provisions of these Terms and Conditions.

 

13.  Termination of the Programme or this Agreement for convenience

 

13.1.   We reserve the right to terminate the Programme or this Agreement at any time for convenience.

14.  Effect of Termination

 

14.1.   Our right of termination and/or suspension herein shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

 

14.2.   Unless otherwise agreed and without prejudice to any other right and remedy we may have under this Agreement or at law, upon termination of this Agreement all relevant Services, benefits and privileges made available by us to you under this Agreement shall cease.

 

15.  Variation

 

15.1.   We shall have the right to at any time add, delete, amend, or modify this Agreement, or any part thereof, or to impose new conditions, including, but not limited to, varying, modifying, replacing, substituting or terminating any aspect or feature of the Platform and/or Services without notice.

 

15.2.   You understand that these Terms and Conditions may have been varied or updated from your last access or use and your access or use shall be governed by the version of these Terms and Conditions as at the time of the relevant access or use. If you disagree with any part of this Agreement, you must immediately cease your access and/or use of the Platform and/or the Services.

 

15.3.   No amendment or variation of this Agreement by you shall be valid and binding unless approved in writing by both parties.

 

16.  Availability of the Platform and/or Services

16.1.   Maintenance, updating and/or upgrading works may be carried out on the Platform from time to time. The Platform and/or the Services may not be available during the maintenance, updating and/or upgrading works and we shall not be held responsible or liable in any manner whatsoever for such unavailability.

 

17.  Governing Law

 

17.1.   The construction, validity and performance of this Agreement shall be governed in all respects by the law of Malaysia.

 

18.  Force Majeure

 

18.1.   Either party shall not be liable to the other party or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement, if the delay or failure was due to any cause beyond the party’s reasonable control, including but not limited to:

18.1.1.  fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;

18.1.2.  war or threat of war, sabotage, insurrection, civil disturbance or requisition;

18.1.3.  acts, restrictions, regulations, bye laws, prohibitions, import or export regulations, embargoes or measures of any kind imposed by any governmental, parliamentary or local authority;

18.1.4.  strikes, lock outs or other industrial actions or trade disputes;

18.1.5.  difficulties in obtaining raw materials, labour, fuel, parts or machinery; or

18.1.6.  telecommunication, transportation, power supply, network or system disturbances or failures, or breakdown in machinery resulting in the impossibility of the use of any of the aforementioned.

19.  No Agency/Partnership

19.1.   Nothing in this Agreement shall create, or be deemed to create, a joint venture, partnership or the relationship of principal and agent between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of any/the other party.

 

20.  Severability

 

20.1. Any term, condition, stipulation, provision, covenant, or undertaking of this Agreement which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof which shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof.

 

21.  Successors and Assigns

 

21.1.   This Agreement shall be binding upon the parties and their permitted legal assigns and successors in title.

 

22.  Survival

 

22.1.   The covenants, conditions and provisions of this Agreement which are capable of having effect and which shall by their nature survive after the expiration or termination of this Agreement shall remain in full force and effect following the expiration or termination of this Agreement.

 

23.  No Waiver

 

23.1.   No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under this Agreement may not be waived except in writing.

 

24.  Assignment, Novation, Delegation And Subcontracting

 

24.1.   You shall not transfer, assign, novate and/or sub-contract any of your rights and/or obligations hereunder to a third party without our prior written consent. We may transfer, assign, novate, and/or sub-contract any or all of our rights and obligations under this Agreement to our affiliates.

 

25.  Entire Agreement

 

25.1.   This Agreement (together with any documents referred to herein) constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between the parties, whether oral or in writing relating to the subject matter hereof and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.

 

26.  Notice

 

26.1.   Except as otherwise agreed or provided in this Agreement, all notices and other communications to be given to any party pursuant to this Agreement shall be in writing and shall be valid and sufficient if dispatched or sent in the following manner:

If by SHC Projects Sdn Bhd to the User

26.1.1.  by posting,sending a notification or publishing on or through the relevant Platform; or

26.1.2.  by email to the email address provided or notified by the relevant User; or

26.1.3.  by publication in a newspaper; or

26.1.4.  by short messaging services (SMS) to the mobile phone number registered with SHC Projects Sdn Bhd (if applicable).

If by User to SHC Projects Sdn Bhd

26.1.5.  by hand, registered post, courier or other registered postal service to:

Attention: 

SHC Projects Sdn Bhd (Company no: 558721-A)

Correspondence Address: 

SHC Projects Sdn Bhd

No. 42 & 44, Jalan SS21/35, Damansara Utama,47400. Petaling Jaya. Selangor.

 

26.1.6.  by email to customercare@upwards.com.my

 

26.2.   Notwithstanding anything to the contrary in this clause, notification by way of email shall not be applicable to or valid with respect to any legal, notices, claims, demands, suits, actions and/or proceedings.

 

26.3.   Notices shall be deemed to have been served (a) if delivered personally, the next business day after it has been delivered; (b) if sent by registered mail or courier, three (3) business days after dispatch; (c) if sent by e-mail, upon successful delivery of the email and recorded as a sent email if sent before 5p.m. on a business day and if sent after 5p.m. or on a non-business day, the next business day; (d) if sent by way of posting, publishing or sending a notification on or through the relevant Platform or by SMS, immediately upon successful posting, publishing or sending if posted, published or sent before 5p.m. on a business day and if posted, published or sent after 5p.m. or on a non-business day, the next business day.

 

27.  Interpretations

In this Agreement, unless the context otherwise requires:

(a)    words denoting the singular include the plural and vice-versa;

(b)    words denoting natural persons include bodies corporate and unincorporated;

(c)    references to any legislation or to any provision of legislation shall include any modification or re-enactment of that legislation or any legislative provision substituted for, and all regulations and statutory instruments issued under such legislation or provision;

(d)    headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

(e)    references to any party to this Agreement or any other agreement or instrument shall include that party's successors and permitted assigns;

(f)     no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and

(g)    any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

 

 

Last updated on 11 March 2019