Join UPwards e-marketing programme now for the Starling mall and UPtown square
Terms & Conditions
1. Definitions
In this agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
(a) "Account" means a Member’s account used by the Member in connection with the Programme containing details including without limitation the Member’s personal information, record of accumulated Parking Coins and Parking Credits and balance of Parking Coins and Parking Credits;
(b) "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;
(c) "Information" means any information, data, details, content, and/or materials in any form;
(d) "Member" means any individual who has personally signed up, applied for and has been accepted by us as a member of the Programme in accordance with and subject to the Terms and Conditions set forth herein;
(e) "Membership" means the fact of being a Member of the Programme;
(f) "Membership Identification" means identification of Membership (including without limitation Account’s username and password, contact details, and/or other details contained in the Account) under the Programme;
(g) "Merchant" means the participating merchant of the Programme as we may determine from time to time;
(h) "Non-member" means any individual who is not a Member;
(i) "Parking Coins" means the parking coins earned in accordance with these Terms and Conditions, which can be used for purposes determined by SHC Projects from time to time, including to set off the fees for the Parking Services, as well as for redemption purposes and any other purposes determined by SHC Projects;
(j) "Parking Credits" means the parking credits purchased by the relevant Member and stored in the relevant Member’s Account/Starling Parking Card, which can be used as payment for the fees for the Parking Services;
(k) "Parking Services" means the parking services (excluding valet, premium and motorcycle parking) provided to the Members in respect of the Participating Car Parks by the Car Park Operator;
(l) "Parking Transaction" means any transaction in connection with the Parking Services;
(m) "Participating Car Parks" means the Starling and Uptown 7 Car Park or any other participating car parks as determined by SHC Projects from time to time;
(n) "Car Park Operator" means Damansara Uptown Car Parks Sdn Bhd;
(o) “Platform” or “E-Marketplace" means the website, mobile app, mobile site, digital signage and/or other similar online/digital platforms owned, managed and/or operated by SHC Projects in relation to the Programme. For the avoidance of doubt, the Platform includes the website and mobile site which are located at www.Upwards.com.my, Starling parking app, and/or such other platform which SHC Projects deems fit from time to time.
(p) "Programme" means the Upwards E-Marketing Programme offered by SHC Projects;
(q) "Terms and Conditions" mean the terms and conditions contained in this Agreement;
(r) "Starling Parking Card" means the Programme’s benefits card that can be used for entering and exiting any Participating Car Parks and for other purposes as determined by SHC Projects from time to time;
(s) “User”, “you” or “your” means the user of the Platform and/or Services (as hereinafter defined); and
(t) “we”, “us”, “our”, “SHC Projects” or “SHC Projects Sdn. Bhd.” means SHC Projects Sdn. Bhd. (Company Registration No: 200101022963 (558721-A)), a company incorporated in Malaysia.
2. Agreement
2.1 This agreement, and all schedules and appendices attached or referred hereto, if any, (“Agreement”) is an agreement between you and SHC Projects.
2.2 The use of the Platform, the Membership 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 the Terms and Conditions contained in this Agreement and all other relevant policies and information published by us and notified to you from time to time. By accessing, browsing, downloading and/or using the Platform and/or the Services or applying to be Member, you acknowledge that you agree to comply with and be bound by these Terms and Conditions and all other relevant policies and information published by us and notified to you from time to time, as amended from time to time. If you disagree with any part of these Terms and Conditions, you must immediately inform us in writing and cease your access and/or use of the Platform and/or the Services.
2.3 Your personal information will be processed by us in accordance with the privacy policy published on the Platform (“Privacy Policy”). By submitting your personal information to us, you acknowledge that you have read and agree to the relevant Privacy Policy.
3. The Platform/E-Marketplace
3.1 The Platform/E-Marketplace is an online platform that offers the following Services or has the following features:
3.1.1 facilitating Deals (please refer to Clause 5);
3.1.2. providing and publishing information in connection with the Programme and Membership;
3.1.3. manging/administering Membership (registration, participation and benefits);
3.1.4 making available Parking Coins and Parking Credits related features as part of the benefits of being a Member (please refer to Clauses 7 to 11);
3.1.5 other services/features made available to you through the Platform; and
3.1.6 such services/features as we may from time to time introduce.
4. Members and Users of the Platform
4.1 Some of the Services and benefits are exclusive to the Members. If you wish to have access or be entitled to those Services and benefits which are exclusive to the Members, you shall submit an application to register as a Member with us by following the procedures set out by us, subject to these Terms and Conditions and our approval at our sole and absolute discretion (please also refer to Clause 7).
5. Deals and third party’s Goods and/or Services
General
5.1 The Platform may facilitate services, goods and/or Deals offered or made available to you by third parties, including without limitation the Merchants and Car Park Operator (“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 and transactions in connection with the Third Party Deals, Goods and/or Services, including without limitation the Parking Transaction, are strictly made by and between you and the relevant third party to the full and absolute exclusion of us.
5.2 To the maximum extent permitted by law, we make no representation and/or warranty of any kind as to the Third Party Deals, Goods and/or Services and 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.
Deals
5.3 The E-Marketplace allows the Merchants to upload, list and/or publish Deals on or to the Platform.
5.4 The Users (Members and Non-members) may view the Deals and bookmark the Deals provided by the Merchants through the Platform. It is up to Merchants to list their Deals on the Platform for the Users. Some Deals may be restricted to Members only.
5.5 We reserve the right, at our discretion, to publish, list or remove any Deals from the Platform. The Deals published and/or listed on the E-Marketplace are subject to availability and while stocks last.
5.6 The Deals on the E-Marketplace are further subject to the relevant rules, terms and conditions imposed by the relevant Merchant and/or SHC Projects on the relevant Deals. Please note that certain 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. The Merchants reserve the right to change or amend the terms and conditions imposed on the Deals.
5.7 The relevant Deals may be removed from the Platform from time to time due to the Merchants' removal of such Deal(s), out of stock, expiry of such Deal(s) or any other reason(s).
5.8 To claim/redeem the Deals on the E-Marketplace, you are required to flash the live Deal (via mobile phone, tablet, etc) published on the Platform to the relevant Merchant, in addition to performing any other redemption procedures required. Printouts, screenshots or photos of Deals will not be accepted.
5.9 To the maximum extent permitted by law, 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.
5.10 To the maximum extent permitted by law, we make no representation or warranty (express or implied) of any kind with regards to the Deals and we hereby disclaim all warranties and conditions, including without limitation warranties to fitness for purpose, merchantable quality and non-infringement, with respect to the Deals.
6. Terms of Use
6.1 In consideration of us granting you a non-transferable, non-exclusive right to use the Platform and the Services or your participation in the Membership, you agree to comply with the Terms and Conditions contained in this Agreement, including without limitation the following terms of use:
6.1.1 You shall:
6.1.1.1 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;
6.1.1.2 comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Platform and/or Services as published/imposed or may be published/imposed by us from time to time; and
6.1.1.3 not act illegally or maliciously or carry out any activities in bad faith which may adversely affect the business interests or reputation of SHC Projects, the Merchants, or the Services.
6.1.2 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 or authorised by SHC Projects, you shall not and shall not attempt to, whether by yourself or by allowing any third party to:
6.1.2.1 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;
6.1.2.2 scan or monitor the Platform for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;
6.1.2.3 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;
6.1.2.4 rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform/Information or any part thereof;
6.1.2.5 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;
6.1.2.6 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform;
6.1.2.7 use the Platform/Information or any part thereof for any purposes other than for the purpose of and to the extent permitted and reasonably contemplated 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 the Programme; 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, including, without limitation, aggregating current or previously offered Deals;
6.1.2.8 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;
6.1.2.9 use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute, or cause to be transmitted or distributed, any malicious code, viruses, or harmful data into or through the Platform or any relevant 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;
6.1.2.10 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;
6.1.2.11 send, publish or advertise any unsolicited advertising or promotional content through or on the Platform or any part thereof without our written permission;
6.1.2.12 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; or (iii) attempt to overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform;
6.1.2.13 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;
6.1.2.14 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;
6.1.2.15 use frames, framing techniques, or framing technology to enclose any content included on the Platform without our express written permission;
6.1.2.16 exceed the quantity limits when downloading the Merchant Deals, or otherwise use of offer the Deals for resale or for speculative, false, fraudulent, or any other purpose not expressly permitted by these Terms and Conditions;
6.1.2.17 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 not reasonably contemplated hereunder without our express written permission;
6.1.2.18 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
6.1.2.19 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
6.2 You shall ensure that all Information made available by you to us is accurate, lawful, original, authentic, complete, reliable, current, error-free in all material respects and will not infringe the Intellectual Property Rights of any third party. You shall not falsify any Information.
6.3 You shall not transmit or post, or cause to be transmitted or posted, through or 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 or third party rights.
6.4 By submitting or uploading any Information on or through the Platform and/or the Services and causing such Information to be published on the Platform, you automatically grant, or warrant that the owner of such Information has expressly granted SHC Projects the royalty-free, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform. You warrant that such reproduction, sharing, publishing and distribution by SHC Projects will not infringe or violate any laws or rights of any person.
6.5 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:
6.5.1 we shall be entitled to immediately suspend or terminate your use of the Platform/Information;
6.5.2 we shall have the right to remove any Information submitted, uploaded or transmitted by you to or through the Platform (if any); and
6.5.3 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.
7. Membership
7.1 These Terms and Conditions also govern the Membership and set out the agreement between SHC Projects and each Member with regards to the Programme.
7.2 Membership is open to residents of Malaysia and expatriates residing in Malaysia only.
7.3 The Starling Parking Card can only be applied by individuals who are 12 years of age and above. The issuance of the Starling Parking Card is subject to availability and our discretion. We reserve the right to reject any application for Starling Parking Card.
7.4 Subject to our approval (at our sole and absolute discretion), an eligible individual may apply to be a Member of the Programme with us through the Platform or by any other methods that we may decide from time to time. You are required to provide us your personal information during the application process. A valid email address and mobile number (Malaysian registered mobile number only) are among some of the required information/items for member registration.
7.5 Unless otherwise specified by us, you are required to have physical possession of the mobile phone installed and activated with the mobile number that is submitted by you to us (during the registration process) for verification purposes as validation will be done via a TAC system.
7.6 You shall ensure that all the relevant information is made available to us and kept updated from time to time. You shall promptly notify us in the event that there are any changes to your personal information submitted to us.
7.7 Upon you submitting all the necessary information to us, we may conduct a preliminary check prior to approving your application. Approval and grant of Membership shall be at the sole and absolute discretion of SHC Projects.
7.8 Upon our approval, you will be registered as a Member and will be able to access the Platform as a Member and enjoy Members’ benefits and privileges via your Member Account subject to these Terms and Conditions. All Member’s benefits and privileges are non-transferable and non-assignable to any third party.
7.9 No person shall own more than one Account. We reserve the right to reject any application if we have reason to suspect (in our sole and absolute opinion) that a second application is made by an existing owner of an Account. You shall be responsible for keeping all your Membership Identification and all details in connection with your Account confidential and secured at all times and shall immediately notify us of any unauthorised access to your Account. We accept no liability for the disclosure of the Membership Identification by the Member to a third party, whether intentionally or otherwise. We reserve the right to protect an Account from being accessed if we have reasonable grounds to believe that the security of the particular Account has been breached or is at the risk of exposure. You understand and agree that SHC Projects shall have no responsibility for any incident arising out of, or related to, your account settings. You are solely responsible for maintaining the security of your Account and maintaining settings that reflect your preferences. We will assume that anyone using the Platform or transacting through your Account is you. You agree that you are primarily responsible for any activity that occurs under your Account. You shall frequently check and verify the correctness and accuracy of all the records in connection with your Account’s activities and you shall immediately notify us of any inaccurate records or unauthorised activities in connection with your Account.
7.10 SHC Projects (including its personnel at any relevant Upwards Booth) and the Merchants reserve the right to request the Member to provide his/her Member Identification and personal identification (including MyKad) to facilitate the E-Marketplace transaction, getting a Starling Parking Card and/or for verification purposes. In the event that you do not provide such information, you understand that your access to the Services or part of the Services may be denied and we shall not be held responsible to you in any manner whatsoever.
7.11 Unless terminated earlier in accordance with these Terms and Conditions, your Membership shall be valid from the date your application is approved by us in writing until the end of the calendar year your application is approved by us. Your Membership shall thereafter be automatically renewed for successive one (1) year terms until we give you at least (1) one month’s notice prior to the end of the initial term or the last renewed term (as the case may be) informing you of our intention not to renew your Membership, in which case your Membership shall expire and terminate on the last day of the then current term.
8. Starling Parking Card
8.1 The use of Starling Parking Card by the Members shall be subject to these Terms and Conditions and any policies as may be notified by us to you from time to time in connection with the Starling Parking Card.
8.2 Upon successful registration as a Member, you may apply for a Starling Parking Card in order to enjoy additional benefits and/or features offered through the Platform and Starling Parking Card. We may charge a fee (the sum of which may be notified by us to you during the card application process) for the Starling Parking Card (“Card Application Fee”). The Starling Parking Card Application Fee is non-refundable. The issuance of the Starling Parking Card is subject to our discretion and provided that you have not breached any of these Terms and Conditions as a User/Member.
8.3 We shall not be liable should you fail to obtain a Starling Parking Card due to any reason whatsoever. We shall not be liable if we are unable to issue you a Starling Parking Card due to any reason whatsoever.
8.4 The Members may use Starling Parking Card to enter the Participating Car Parks. All Members shall ensure that the relevant Starling Parking Card contains sufficient balance required for exit payment prior to exiting the Participating Car Parks with the Starling Parking Card.
8.5 The Starling Parking Card, Parking Coins, Parking Credits and all the benefits and privileges of Membership are non-transferable and non-assignable to third parties and exclusively reserved for the relevant Member’s personal use.
8.6 The Starling Parking Card is and shall at all times remain the property of SHC Projects and shall be returned to us immediately upon cancellation or termination of Membership and may be repossessed by us at any time for any reason as we deem appropriate or reasonable.
8.7 SHC Projects and the Car Park Operator of the relevant Participating Car Parks will not honour any unauthorized use of Starling Parking Card, Parking Coins or Parking Credits and we reserve the right to invalidate any Starling Parking Card which has not been used in accordance with these Terms and Conditions.
8.8 While we will use reasonable efforts to prevent any substantial disruption to the use of the Starling Parking Card, we do not warrant that the use of the Starling Parking Card will be uninterrupted. We reserve the right without incurring any liability in whatsoever form and manner to suspend the usage of Starling Parking Card in the event that any technical issues occurs, during the maintenance of the Platform or parking system or any other reasons we deem appropriate and reasonable.
8.9 Unless terminated earlier in accordance with these Terms and Conditions, the relevant Starling Parking Card shall be valid from its date of issuance until the end of the calendar year of the year the relevant Starling Parking Card is issued. The relevant Starling Parking Card shall thereafter be automatically renewed for successive one (1) year terms until we give you at least (1) one month’s notice prior to the end of the initial term or the last renewed term (as the case may be) informing you of our intention not to renew your Starling Parking Card, in which case your Starling Parking Card shall expire and terminate on the last day of the then current term. We reserve the right to impose annual fees for the Starling Parking Card for any renewed term.
8.10 Notwithstanding anything contained herein, in the event that your Membership is terminated or has expired for whatsoever reason, your Starling Parking Card shall automatically expire and be terminated.
9. Lost, Stolen or Damaged Card
9.1 In the event that the Starling Parking Card is lost or stolen, the Member must promptly notify us and complete and submit the relevant form(s) to us. The Member may notify us by:
(i) reporting to our personnel at the Upwards Booth in person; or
(ii) reporting to us via email at customercare@Upwards.com.my.
9.2 You acknowledge that we will take safety measures by deactivating the lost or stolen Starling Parking Card and/or deleting or removing any information stored under the relevant Account immediately upon being notified of such incident. You shall be responsible for the safekeeping of your Starling Parking Card and we hereby disclaim any and all liabilities, losses and/or damages (either directly or indirectly) that may be incurred and/or suffered by you as a result of you failing to keep safe your Starling Parking Card.
9.3 We will assist in replacing any lost, stolen or damaged Starling Parking Card. A non-refundable replacement fee may be charged for the reactivation and/or replacement. This fee is not refundable. If the Starling Parking Card is damaged, lost or stolen, we are not obliged to replace nor refund the remainder Parking Coins and/or Parking Credits that were stored in the relevant Starling Parking Card/Account unless otherwise required by any law. We may, at our absolute and sole discretion based on grounds we deem reasonable, transfer the balance Parking Coins registered in our system, or any information stored under the Account to the new replacement Account/Starling Parking Card subject to technical restrictions and our assessment of your compliance with these Terms and Conditions. We shall not be liable if we are unable to issue you a replacement Starling Parking Card due to any reason whatsoever.
9.4 Once a Starling Parking Card is deactivated, it may not be reactivated again.
10. Parking Coins
10.1 To utilize and redeem earned Parking Coins (to set off the fees for the Parking Services), it is a condition that the Member must apply for and be issued with a Starling Parking Card.
10.2 For more details on how to earn and redeem the Parking Coins (and for special rebate associated with Parking Coins, if any), please refer to the information published on the Platform. Parking Coins are non-transferable, non-exchangeable for cash or Parking Credits, and non-refundable and have a designated expiry date as may be determined by us from time to time. You are advised to read the applicable terms/FAQ on the Platform carefully.
10.3 We shall not be liable in the event that you are not able to utilise any Parking Coins in your Account for any reason whatsoever.
General Terms
10.4 The Parking Coins usage and expiry may change at our own discretion.
10.5 All Members may check the history and record of Parking Coins and Parking Credits accumulation, and any other relevant information available under the Account through the Platform, or any other methods determined by us.
10.6 The Members may review their Account to check and verify the correctness and accuracy of the Parking Coins balance.
10.7 To the maximum extent permitted by all applicable law, the Members shall use the Starling Parking Card, Parking Coins and Parking Services at their own risk.
10.8 The Members shall abide by the applicable car parking rules and regulations in respect of the use of the Parking Services (from the moment that the Members enter into the Participating Car Parks).
10.9 The Parking Coins can be used for Parking Services, but at the Participating Car Parks only.
10.10 Parking Coins are not accepted for valet parking, premium parking and motorcycle parking.
10.11 While we will use reasonable efforts to prevent any substantial disruption to the issuance and use of the Parking Coins, we do not warrant that the Parking Coins feature will be made available to you at all times. We reserve the right to suspend, or discontinue this feature at any time.
10.12 In the event if we have any reasonable ground to suspect that the Parking Coins were earned, redeemed or used fraudulently, maliciously or in error, we reserve the right to (i) suspend the relevant transaction and/or the usage of the relevant Starling Parking Card and/or Parking Coins at any time without notice pending further investigation and or proof of the transaction; and/or (ii) to deduct the Parking Coins, not to credit any Parking Coins earned, adjust the Parking Coins earned, recalculate the Parking Coins, reverse any transaction/Parking Coins or disallow any redemption of Parking Coins; and/or (iii) permanently blacklist the card holder from using Starling Parking Card again.
10.13 We may vary the value attached to each Parking Coin from time to time upon prior notice.
11. Parking Credits
11.1 For the avoidance of doubt, Parking Credits are different from and are stored separately from the Parking Coins. This Programme benefit allows the Members to store Parking Credits in the relevant Member’s Account and use the Parking Credits for Parking Services at the Participating Car Parks.
11.2 Parking Coins are not convertible to Parking Credits and vice versa.
11.3 The Members may purchase their Parking Credits at the kiosks located in designated areas in the Starling and Uptown 7 or through any other methods notified to the Members. Please refer to the notices at the Parking Credit kiosks or published on the Platform for more information. All payments made in respect of the Parking Credits will be made directly to the account of the Car Park Operator (being the provider of the Parking Services).
11.4 Parking Credits have a designated expiry period from the date of purchase. Parking Credits are non-transferable and non-refundable.
11.5 For the avoidance of doubt, we reserve the right without incurring any liability in whatsoever form and manner to suspend the usage of Starling Parking Card at any time in the event that any technical issues occurs, during the maintenance of the Platform or parking system or any other reasons we deem appropriate and reasonable.
12. Improper Obtainment of Receipts / Parking Coin
12.1 Parking Coins should be obtained through proper means as permitted by SHC Projects and Parking Coins obtained improperly, including without limitation via receipts not belonging or issued to the relevant Member or discarded by other shoppers, will not be awarded, honoured or allowed for use.
12.2 Staff of any Merchant are strictly prohibited from using receipt(s) of such Merchant’s own outlets for the purpose of Membership application and/or Parking Coins redemption/collection.
12.3 Staff of any Merchant shall not distribute or sell to other parties, or use for themselves or misuse, receipt(s) that are discarded or unclaimed by customers of such Merchant for the purpose of Membership application and/or Parking Coins redemption/collection.
12.4 SHC Projects reserves the right to refuse to award or honour any Parking Coins, or to cancel or nullify any Parking Coins, which are, or suspected to have been, obtained improperly (including without limitation via any of the methods described in Clauses 12.1 -12.3 above).
12.5 SHC Projects reserves the right to suspend or deactivate any Starling Parking Card containing, or suspected to contain, any improperly obtained Parking Coins, or suspend, terminate or deactivate the Membership of, or blacklist, any Members who have, or are suspected to have, procured or attempted to procure Parking Coins improperly (including without limitation via any of the methods described in Clauses 12.1 -12.3 above).
12.6 SHC Projects reserves the right to suspend or deactivate any Starling Parking Card of, or suspend, terminate or deactivate the Membership of, or blacklist, any Members who have used, or attempted to use, Parking Coins that are obtained, or suspected to have been obtained, improperly (including without limitation via any of the methods described in Clauses 12.1 -12.3 above).
13. Disputed Transactions
13.1 If you wish to dispute a transaction in relation to your Starling Parking Card, you must promptly complete the relevant form and submit the same to us together with all relevant supporting written documents (at the Upwards Booth or through any other channels we may determine).
14. Consumer Protection
14.1 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.
15. Warranties and limitation of liability
15.1 We warrant and represent that:
15.1.1 we will exercise reasonable care and skill in performing our obligations under these Terms and Conditions; and
15.1.2 we have the right and authority from the Merchants to publish the Deals through the Platform subject to these Terms and Conditions.
15.2 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.
15.3 In relation to the use of the Platform and/or the Services, we do not warrant that:
15.3.1 the functions contained in the Platform and/or the Services will meet your requirements;
15.3.2 the operation of the Platform and/or the Services will be uninterrupted or error-free;
15.3.3 any information (or messages) transmitted via the Platform will be transmitted accurately, reliably, or in a timely manner;
15.3.4 any defects in the Platform and/or the Services will be corrected; and
15.3.5 you will be able to successfully obtain a new Starling Parking Card, a replacement Starling Parking Card or become a Member. You acknowledge that we have the right to reject any application for Membership or Starling Parking Card at our discretion and your admission as a Member and the issuance of any Starling Parking Card is not guaranteed. We are not liable for any claims or losses arising from our refusal to allow you to become a Member or to issue you with a Starling Parking Card.
15.4 We do not warrant that the Platform is free of viruses, bugs, online interruption or other harmful threats. Users are responsible for implementing security measures in their computers or mobile devices before accessing the Platform.
15.5 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.
15.6 To the maximum extent permitted by law (including the Act), 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 for the warranties expressly stipulated herein. In no event shall SHC Projects have any liability for unauthorized or improper access to or use of your Account and/or Starling Parking Card from any circumstances beyond SHC Projects’ reasonable control.
15.7 To the maximum extent permitted by law (including the Act):
15.7.1 in no event shall SHC Projects or its affiliates be liable for any indirect, incidental, punitive and/or consequential damages, including without limitation any loss of profit, goodwill, production and/or revenue, howsoever arising whether or not such losses and/or damages were reasonably foreseeable or SHC Projects had been advised of the possibility of same incurring; and
15.7.2 SHC Projects’ 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 under or in connection with this Agreement shall not exceed RM 300.
16. Advertisements
16.1 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 such advertisement.
17. Links to and from other websites
17.1 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.
18. Intellectual Property
18.1 Each party (and/or its third party 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.
18.2 As between SHC Projects and you, all Intellectual Property Rights developed pursuant to this Agreement by SHC Projects (and/or its third party suppliers, contractors, partners and/or licensors (if any)) shall vest in SHC Projects upon its creation.
18.3 Save as provided under 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 (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.
19. Indemnity
19.1 You shall fully indemnify and hold us, our related corporations, partners and contractors and each of our and their respective members, directors, officers, employees and/or agents (“Indemnified Party”) harmless from and against any and all actions, claims, proceedings, costs (including attorneys' fees), damages, demands, expenses, losses, payments, fines and other liabilities of any nature made or awarded against, suffered, or incurred by any of the Indemnified Party arising howsoever from or in connection with any breach, default, omission, misrepresentation, negligence, misconduct, non-observance and/or non-performance of, under or in connection with this Agreement (whether in tort, contract or otherwise) by you, on your part or on the part of any other person for whose acts or omissions you are vicariously liable. 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.
20. Termination and Suspension
20.1 Without prejudice to any other right or remedy we may have under this Agreement or at law, we may immediately terminate this Agreement and/or your Membership by notice in writing if:
20.1.1 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
20.1.2 you pass a resolution for winding up or become, threaten or resolve 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.
20.2 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 (including without limitation to suspend your Membership, Account and/or Starling Parking Card), with or without notice, and shall have no liability or responsibility to you in any manner whatsoever if:
20.2.1 you are found to be in breach of any of these Terms and Conditions;
20.2.2 we suspect, on reasonable grounds, that you have committed a breach of these Terms and Conditions;
20.2.3 you are involved in or attempting to carry out any fraudulent or unlawful activities; or
20.2.4 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.
20.3 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.
21. Termination of Programme and Non-Renewal of Membership
21.1 We reserve the right to terminate the Programme at any time for any reason and in such event, a notice period as may be determined by SHC Projects will be given to the Members in accordance with Clause 35.
21.2 In the event of termination of the Programme pursuant to Clause 21.1 above or the non-renewal of the Membership pursuant to Clause 7.11:
21.2.1 During the relevant notice period:
(a) the Members can still use the Parking Coins stored in the respective Members’ Account;
(b) the Members can still use the Parking Credits available in the respective Members’ Account; and
(c) some of the services and benefits of the Programme may no longer be available.
21.2.2 After the said relevant notice period:
(a) all unused Parking Coins will be forfeited. No refund will be entertained.
(b) all unused Parking Credits will be forfeited. No refund will be entertained.
(c) Starling Parking Card will be invalidated; and
(d) your Membership, including all benefits and privileges of the Membership will cease.
22. Termination of Membership
22.1 A Member may cancel or terminate the Membership by giving notice to SHC Projects. No refund or transfer of Parking Coins or Parking Credits will be entertained upon termination at the Member’s request.
22.2 SHC Projects reserves the right (depending on the circumstances and as determined by SHC Projects) to terminate the Membership of any Member or this Agreement at any time with immediate effect or by giving you prior notice of such period as SHC Projects may reasonably decide and without the need to provide any reason(s) in writing for such termination. Upon such termination, and depending on the circumstances, SHC Projects may or may not refund or transfer any Parking Coins or Parking Credits in your Account.
23. Effect of Termination
23.1 Termination or expiration of this Agreement for any reason shall not release any party hereto from any liability which, at the time of such termination or expiration, has already accrued or which is attributable to a period prior to such termination or expiration, nor preclude either party from pursuing or enforcing any rights and/or remedies it may have under this Agreement or at law or in equity.
23.2 Unless otherwise agreed and without prejudice to any other right and remedy we may have under this Agreement or at law, upon termination, expiry or non-renewal of this Agreement, the Programme or the Membership, all relevant Services, benefits and privileges made available by us to you under this Agreement shall cease.
24. Variation
24.1 We shall have the right at any time to 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 prior notice.
24.2 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 inform us and cease your access and/or use of the Platform and/or the Services.
24.3 No amendment or variation of this Agreement by you shall be valid and binding unless approved in writing by both parties.
25. Availability of the Platform and/or Services
25.1 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.
26. Governing Law
26.1 The construction, validity and performance of this Agreement shall be governed in all respects by the law of Malaysia.
27. Force Majeure
27.1 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:
27.1.1 fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;
27.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
27.1.3 acts or omission of regulatory or governmental authorities or government restraints;
27.1.4 pandemics and/or viral outbreaks;
27.1.5 strikes, lock outs or other industrial actions or trade disputes;
27.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; or
27.1.7 general unavailability or failure of telecommunication, transportation, power supply, network or system, or breakdown in machinery resulting in the impossibility of the use of any of the aforementioned.
28. No Agency/Partnership
28.1 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 the other party.
29. Severability
29.1 Any provision (any reference to provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall, to the maximum extent possible, continue to apply with the necessary modification in order that the provision is legal, valid and enforceable provision which most closely reflects the original provision. Subject to the foregoing or if the foregoing is not possible, any provision 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 contained in this Agreement (such remaining provisions shall remain in full force and effect).
30. Successors and Assigns
30.1 This Agreement shall be binding upon the parties and their permitted legal assigns and successors in title.
31. Survival
31.1 The provisions contained in this Agreement which are: (i) expressed to survive the termination or expiration of this Agreement; or (ii) capable of having effect and which by their nature, sense and context are intended to survive the termination or expiration of this Agreement, shall remain in full force and effect following the termination or expiration of this Agreement.
32. No Waiver
32.1 No failure or delay on the part of a party in exercising any rights and/or remedies under this Agreement at any time or for any period of time shall operate as or be deemed to be a waiver thereof or otherwise diminish or affect the party’s other rights and/or remedies under this Agreement. Any knowledge or acquiescence by a party of, or in, any breach of any provision of this Agreement shall not operate as or be deemed to be a waiver. No single or partial exercise of any rights and/or remedies by a party shall affect the other rights and/or remedies the party may have under this Agreement. A waiver by a party of any breach shall not 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 signed by the party so waiving.
33. Assignment, Novation, Delegation And Subcontracting
33.1 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.
34. Entire Agreement
34.1 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.
35. Notice
35.1 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 to the User/Member
35.1.1 by posting, publishing or sending a notification on or through the relevant Platform; or
35.1.2 by email to the email address provided or notified by you to us; or
35.1.3 by publication in a newspaper; or
35.1.4 by short messaging services (SMS) to your mobile phone number registered with SHC Projects; or
35.1.5 by hand, registered post, courier or other registered postal service to your address provided or notified by you to us.
If by User/Member to SHC Projects
35.1.6 by hand, registered post, courier or other registered postal service to:
Attention:
SHC Projects Sdn. Bhd. (Company no: 200101022963 / 558721-A)
Correspondence Address:
SHC Projects Sdn. Bhd.
1201D, Level 12 Tower D, Uptown 5, 5 Jalan SS21/39, Damansara Uptown, 47400 Petaling Jaya, Selangor.
35.1.7 by email to customercare@upwards.com.my
35.2 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; (d) if sent by way of posting, publishing or sending a notification, on or through the relevant Platform, by SMS or by whatsapp, immediately upon it being successfully posted, published or sent.
35.3 In respect of any notice to SHC Projects, if deemed service or receipt under sub-clause 3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), such notice is deemed to have been served or received when business next starts in the place of receipt.
36. 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 18 August 2022
