BeGolfPro Sdn Bhd is owner of E-Commerce Website by the name of BeGolfPro having its url address: http://www.shop.begolfpro.com/ wherein various golf products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.
10.1.1Vendor fails to make payment of the sum demanded after it has been served a 48 hours written notice;
10.1.2Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the BeGolfPro.
10.1.3If a Petition for insolvency is filed against the Vendor.
10.1.4If the Vendor is in infringement of the third party rights including intellectual property rights.
10.2This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.10.3Effect of Termination:-
10.3.1In the event of termination/expiry of this Agreement, the BeGolfPro shall remove the Links and shall discontinue display of the Products on online shopping portal with immediate effect.
10.3.2BeGolfPro shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
10.3.3During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
11.Jurisdiction, governing law and ex-parte Orders11.1This agreement is subject to exclusive jurisdiction of competent Courts of law at Malaysia only.11.2The laws of Malaysia, as are in force, shall be applicable to present agreement.11.3BeGolfPro is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harmto reputation/goodwill of the BeGolfPro by the Vendor, its representatives, associates or assigns.12.Notices12.1All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addressesas set out at the beginning of this Agreement. 13.Intellectual Property Rights13.1The Vendor expressly authorises the BeGolfPro to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the website andat such other places as the BeGolfPro may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos andthat nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of anynature whatsoever to any of the other Party’s trademarks and / or logos. 14.Entire Agreement14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Partieswith respect to its subject matter.15.Assignment15.1Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, writtenconsent of the BeGolfPro signed by an authorized representative of such Party. The BeGolfPro is at liberty to refuse such consent. 16.Confidentiality16.1The contents of the agreement and any information passed on by the BeGolfPro to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the informationand user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendorfor any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which maybe difficult to ascertain. Accordingly, Vendor agrees that the BeGolfPro shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The BeGolfProshall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 17.Relationship of Parties17.1Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. BeGolfPro shall not be responsible for the acts or omissionsof the Vendor and Vendor shall not represent the BeGolfPro, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the BeGolfPro. 18.Waiver and Amendment18.1No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writingand signed by an authorised representative of the waiving Party.18.2Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties. 19.Force Majeure19.1Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any eventwhich is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.