Third-Party Services Agreement

1. Definition
1. Cosec Tech Solutions Sdn Bhd (Company No: 202301032770 (1526693-W)) having its registered address at D-1-6, First Floor, Block D, Sekitar26 Enterprise, Persiaran Hulu Selangor, Seksyen 26, 40400 Shah Alam Selangor Malaysia (hereinafter the “Provider”).
2. The terms “we”, “us”, “our” and “iCompany” refer to Cosec Tech Solutions Sdn Bhd wherever it is applicable and including our Group of Companies (collectively, “iCompany”). The term “you” or “your” refers to each third party representative on the Site.


2. Scope Of Services
You shall insure that at all times, that any such services are either at the written request of, or upon written notification to and consent of iCompany, and that all such services are performed to the highest levels of diligence, professionalism and safety. You may receive contacts from iCompany, or directly from iCompany Site User for performing any work or services on the Site, both of which sources of requests shall be governed by this Agreement. In responding to any request by iCompany or by any of the User, you shall provide the following services in the following manner on behalf of iCompany:
1. Content Management System (CMS) integration: To integrate a CMS into the Site in order to provide an easy-to-use interface for creating and publishing new content, managing media files, and organizing website pages.
2. Payment gateway integration: To integrate a payment gateway into the website to allow customers to make secure payments using credit cards, JomPay, FPX Online, PayPal, or other payment methods. To ensure that all transactions are secure, helping to protect both the User and iCompany.
3. Analytics and tracking: To assist iCompany to understand how User interact with their website. This can include tracking page views, bounce rates, conversion rates, and other key metrics. To provide valuable insights into how the website is performing, helping website owners make data-driven decisions about how to improve the User experience.
4. Email marketing: To assist iCompany to create and send mass emails, manage email lists, and track the success of their campaigns.
5. Live chat support: To provide instant support to website visitors and Users by helping to improve the user experience and increase User satisfaction. To integrate a live chat system into the website, allowing User to receive real-time support from customer service representatives.
6. Social media integration: To integrate social media platforms into the website, allowing User to easily share content, follow the website on social media, and connect with iCompany.
7. Security and backups: To protect the website from threats, such as malware and hacking attempts. Backup services can help ensure that website data is secure and can be restored in case of an issue, such as a server failure.


3. Term and Termination
1. Term of Agreement- This Agreement shall be effective as agreed between parties and shall remain in force unless otherwise terminated as provided herein.
2. Termination of Work- Either party may terminate this agreement by providing a written 30-day notice to the other party. However, for any work for which you had already been solicited, for which a Purchase Order had been issued by iCompany, or for which you had otherwise commenced engagement prior to receipt of such notice of termination, you shall insure the timely and proper completion of such work.
3. Survival- In the event of any termination of this Agreement, all obligations and responsibilities of you shall survive and continue in effect and shall inure to the benefit of and be binding upon the parties and your legal representatives, heirs, successors, and assigns. The termination of any provision of this Agreement shall not excuse a prior breach of that provision.
4. Termination for Cause- This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.


4. Standard of Performance
You hereby warrants and represents that the Services provided to iCompany under the terms and conditions of this Agreement conform to the Standard of Performance provided by iCompany which may include the following and may be amended from time to time:
1. Uptime – You must ensure that the amount of time that the service is available and accessible to the Site is high and any downtime is brief and resolved quickly.
2. Reliability- You must ensure that there is consistency and stability of the service. A reliable service will function consistently and as expected, without unexpected errors or disruptions.
3. Speed- You must ensure that time taken for the service to respond to requests from the User and iCompany. A fast service will provide quick responses, ensuring that the User experience minimal wait times.
4. Security – You must ensure protection of data and information transmitted through the service. A secure service will have measures in place to protect sensitive information and prevent unauthorized access or theft.
5. Support – You must ensure that you have a high responsiveness and quality of customer support provided A high-quality support team will be available and able to assist iCompany and User in resolving any issues or answering any questions.
6. Scalability – You must be able to handle increased demands and growth and must be able to accommodate increased usage without slowing down or becoming unavailable.
7. Compatibility – You must ensure the compatibility of the service with the iCompany Site's technology and infrastructure. A compatible service will integrate seamlessly with the website, without requiring any significant changes or modifications. Failure by you to meet the Standard of Performance as accordance with this Clause wll be sufficient grounds for iCompany to terminate the Agreement and withhold and/or delay the payment for your services.


5. Applicability of Third- Party Agreement
These Third-Party Agreement shall form the complete understanding between the Parties. By accepting these Third-Party Agreement, you acknowledge and agree to the Third-Party Agreement and iCompany policies that iCompany makes applicable to you from time to time, to the fullest extent possible.
Unless defined herein, the words, phrases and capitalized terms, which are contained or referred to in these Third-Party Agreement, shall be construed as having the meaning thereby attributed to them in the Agreement.


6. Services and Report Billing by the Third Party Service Provider
1. Service Reports
   You will supply iCompany with a final invoice and a completed report within 2 days after the service is rendered. The service report will contain at minimum, a summary of the work performed, Customer name, address, phone number, contact name, purchase order number, and a description of services provided. iCompany will provide specific forms for you to use and complete.
2. Billing and Invoicing
   The invoice will have at minimum a detailed breakdown for each day of service. Invoices will be paid on a net 30 days basis from the date the invoice is received. Under no circumstances, can you delay or decline services as a result of a billing dispute with iCompany due to a billing issue. No bills will be processed without a service report. You shall complete all billing/invoicing by no later than 45 days from the date of service, otherwise you will not be compensated.


7. Payment Terms
iCompany shall pay you in accordance with the Rate sheet, as may be amended from time to time by iCompany. (Copy of Rate Sheet to be provided to you). iCompany shall insure that its invoices and billings are in accordance with the rate sheet, and no extra costs or expenses are included therein unless expressly authorized by iCompany in writing. Payment by iCompany shall be made in accordance with the terms and conditions of iCompany, and only upon full compliance by you with all terms and conditions of service, reports, billing and other applicable provisions of this Agreement.
iCompany reserves the right to withhold, in whole or in part, payment for any and all work that (i) has not been completed by you; (ii) delay without a valid reason; (iii) is not according to the Standard of Performance and has not been remedied or resolved in a manner satisfactory to iCompany; or (iv) which fails to comply with any term, condition, or other requirement under this Agreement. Any payment withheld shall be released and remitted to you within THIRTY (30) calendar days of your remedy or resolution of the incomplete or delay.


8. Relationship of Parties
The relationship of you to iCompany is that of independent contractor. You shall not represent yourself as having any authority; either expressed or implied, to make any commitments, promises, or contracts on behalf of iCompany. All of the costs of you in providing the services, which are the subject of this Agreement shall be the sole responsibility of you.
Nothing herein entitles you to have any exclusive rights to any product or services offered by iCompany, or any such product or services sought by iCompany’s Users. You recognizes that iCompany may choose to work with a number of different companies for the services provided herein, in any region, including that region in which you are working, without in any way violating this Agreement.


9. Intellectual Property Rights
1. The Site, including (but not limited to) text, content, software, video, music, sound, graphics, photographs, illustrations, artwork, photographs, names, logos, trademarks, service marks and other material is protected by copyrights, trade marks and/or other proprietary rights.
2. The contents in this Site includes both content owned or controlled by iCompany and content owned or controlled by third parties and licensed to iCompany. All individual articles, reports, and other elements making up the Site may be copyright works.
   • You may not use any of iCompany’s trademarks or trade names without our prior express written consent and you acknowledge that you has no ownership rights in and to any of those names and marks.
   • Documents or information displayed on the Site may only be copied for information purposes, for strictly personal and private use. The Site or its content may not be copied and/or displayed, whether in full or in part, in any medium whatsoever for any other purposes, including for commercial purposes.
   • Nothing in this Agreement shall be construed to have the effect of transferring or in any way divesting ownership in the Intellectual Property Rights that belong to a Party to the other Party.
   • The reproduction or unauthorized use of any content may constitute a criminal or civil offence under the Penal Code of Malaysia, Copyrights Act 1987 and Trade Marks Act 1987 which if convicted may be punishable by fines and/or imprisonment.


10. Service Obligations
In responding to any request by iCompany or by any of its Users, you shall provide the following services in the following manner on behalf of iCompany:
1. Service Authorization
   iCompany will notify you after a request for service is placed by any User. Alternatively, User may also request the services which will be provided directly by you. In either event, you may perform service work only after iCompany requests or is notified of the User request, and provides a purchase order number to you. You may not use verbal authorizations without a purchase order number in any event and you may not attach its name and phone number to any unit for which they perform services.
2. Emergency Services
   iCompany provides a toll-free number monitored 24 hours a day for emergency purposes. iCompany reserves the sole right to determine which circumstances constitutes an emergency. You must provide iCompany with availability to respond to emergencies during regular working hours and you shall also provide and maintain after hour’s pager/telephone numbers in order to facilitate timely emergency response, as may be necessary. Should a User enquire after business hours and there is no need to contact iCompany immediately, you must report to iCompany on the following business day.
3. Response Time for All Services
   You shall respond to service requests within business hours. Requests received after 5:00 PM local time should be responded to by 9:00 AM on the next business day. Emergency requests must be responded to within four (4) hours. Once a purchase order is generated and you are notified of a request for service, it is your responsibility to coordinate all aspects of the order.


11. Non-Disclosure and Confidentiality
During the duration of this Agreement, iCompany may disclose to you certain confidential information which may consist of but shall not be limited to, trade secrets, lists, business know-how, technical information, drawings, results of operations, strategies, practices and techniques of iCompany, iCompany Users, their preferences and identities, as well as other proprietary and confidential information (hereinafter “Confidential Information”).
You recognizes that such Confidential Information is a valuable, special and unique asset of iCompany which may provide iCompany with a significant competitive advantage and you understands and acknowledges that the disclosure of any such Confidential Information to unauthorized parties will prejudice the ability of iCompany to conduct its business successfully.
In consideration of the willingness of iCompany to disclose certain Confidential Information to you, you hereby agrees to receive and retain the Confidential Information in strict confidence and to use the Confidential Information only in the furtherance of the business relationship between the parties to this Agreement.
The terms and provisions of this Section, shall survive the expiration or termination of this Agreement, and shall remain in full force and effect and bind the parties hereto from the date of execution hereof.


12. Indemnification
You and iCompany will save each other harmless of any and all liabilities as a result of claims, demands, costs including attorney’s fees, which may result from any act of its officers, directors, agents or employees in performing its obligations under the terms of this Agreement or which may result from its breach of any of the terms and conditions of this agreement.


13. Limitation of Liability
1. iCompany, its directors, managers or employees will not be held liable for any damages whatsoever as may arise from logging on to this Site. We reserves the right to modify, suspend or even interrupt the display of all or any part of this Site - particularly links to other websites.
2. We cannot be further held liable for:
   • any inaccuracy or omission relative to the information provided on the Site;
   • any damage resulting from fraudulent intrusion by a third party;
   • more generally, any damage, direct or indirect, regardless of its cause, origin, nature or consequences, whether it be the result of access or inability to access the Site, the use of the Site, including any damage or virus which may infect your computer system.
3. While we attempt every best effort based on our professional experience, we expressly disclaims all liability, to any person, entity, body or organization, for all loss or damage, claim or expenses of any kind whatsoever, whether direct, indirect or consequential, in respect of anything done or omitted to be done, whether wholly or partly, in reliance upon the whole or any part of the contents and/or materials within the Site.
   • The content of the Website is provided “as is”, without any kind of warranty, whether express or implied. We cannot and do not provide any express or implied warranty relative, without limitation, to their merchantability and fitness for a particular purpose.
   • Further, in no event whatsoever shall the on-line information on the Site be used to give any professional opinion and replace any consultation with a trained and qualified lawyer, auditor, accountant or company secretary.
   • Similarly, this information may not be construed as any recommendation to circumvent undermine or derogate any provisions contained under the Companies Act 2016.


14. Independent Principals
You and iCompany are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment relation, partnership, joint venture, or agency relationship between the parties or to authorize any party to enter into any commitment or agreement binding on the other.


15. Additional and/or complementary Terms
1. This Site may contain or refer to other additional or complementary terms to be met by Users; in case of conflict, these terms and conditions should apply. They will be governed by and construed according to the laws of Malaysia and disputes arising from such terms will be referred to the competent Court within the jurisdiction of the Court in Malaysia, which will have sole jurisdiction.
2. Any use of this Site will be expressly considered as made from the territory of Malaysia. For our Privacy Policy, please see our Privacy Policy. For our Cookie Notice, please see our Cookie Notice.