This Terms & Conditions also refers to the Terms and Conditions link found on all related channel (web sites, mobile applications, software and other services) provided by Buddy Technology (002648279-U) (“the Company”) and shall govern your use of the service. These Terms & Conditions constitute a legal agreement between you and the Company, to use the service you must agree to these Terms & Conditions.
The Company is a technology company merely to provide a platform for users to engage with services provided by the independent contractor through its platform and has no obligation, responsibility or liability over the services or cause that user engages through the platform.
The Company is not a party to the contract entered into between the user and the Independent Contractor with regard to the services users engaged through our application.
Relating to these Terms & Conditions or your use of the service that with limited exceptions all disputes between you and the Company arising out of or relating to these Terms or your use of the service will be resolved by binding arbitration. You agree to give up your right to court to assert or defend your rights under these Terms, except for matters covered by Section 16.1 of these Terms. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 17 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate most disputes with the Company.
I. Common Provisions to Users and Independent Contractors
1.1. Application – refers to the channel or platform by Buddy Technology which Users used to request and offer services.
1.2. Buddey Application – refers to the application for Users or Service Requester to request services.
1.3. Buddey Host Application – refers to the application for Independent Contractors to received service request and information.
1.4. Meeting date – refers to the date whenService Requester requests a service to be started.
1.5. Company – refers to Buddy Technology (002648279-U)
1.6. Device – refers to a mobile or channel which the Independent Contractor used to received service requests, from Users or Service Requester.
1.7. Independent contractor- refers to the Independent contractor that signed up to organised, hosts or accepts services.
1.8. Party – refers to Users, Service Requester and Independent Contractors
1.9. Receiver - refers to the individual who shall be receiving the goods or services by the Independent Contractor.
1.10. Services – refers to the services organised, performed or hosted by the Independent Contractor.
1.11. Service Requester – refers to the User which requested or is receiving the services by the Independent Contractor.
1.12. User – refers to the User of which submitted the service request, engages in the application as part of the posted service framework.
2. Acceptance and modification of the Terms & Conditions
2.1. Amendments to the Terms & Conditions
The Company may at anytime amend this Terms & Conditions, notably due to the evolution of the Company and changes to the functions of the Application or the operation of the Services. Unless otherwise agreed in a writing signed by the Company and a User, the amendment shall take effect immediately upon making the amended version of the Terms & Conditions available through the app, which to use the service the user must first agreed to the Terms & Conditions and by continuing to use the service including maintaining an account with the platform, user is bounded by the Terms & Conditions.
When a transaction is in progress of which payments already made by the user and amendment occurs, the amendments shall not apply. Regarding the changes of the Terms & Conditions, User shall be informed by an email at the registered address provided during registration.
2. Creation of an Account
2.1. General information
To access the services, User must first download the application and register an account. There are two applications – Buddey Application and Buddey Host Application. User shall provide the required identification data such as but not limited to first name, last name, age, mobile number, email address, Bank name, Bank account name, Bank account number, profile picture, correctly, accurately and truthfully.
User is responsible to ensure his identification data is updated. In the event of any change User can contact Buddey Admin at firstname.lastname@example.org. If the data provided proves to be inaccurate, incomplete or wrong, the Company reserves the right to suspend access to the Services until the User corrects such errors.
3. Login Information
After successfully submitting the account registration, the Company shall provide a Login Information to the User.
User agree to only use his own Login Information and that all activity within is undertaken by the User or at very least control by him.
In the event of loss, theft or any fraudulent act or forgotten Login Information, the User shall notify the Company promptly by sending an email to one of following email addresses: email@example.com, for Independent contractors and Users respectively, or by telephoning the helpline available via the Application, and shall provide such evidence of his identity as may be required.
Upon receipt of such request, the Company shall examine the request and may, as a security measure, suspend access to the Services with the User’s Login Information. The Company shall process the User’s request promptly and shall send him new Login Information by return.
4. Formation of contract
4.1. Agreement of the Parties
An electronic contract of an undefined duration, relating to the license to use the Application, is entered into between the User and the Company upon acceptance of these Terms & Conditions by the User.
Furthermore, the Application enables the User to make contact with an Independent Contractor relating to the service request in order to undertake a service under these Terms & Conditions.
The Service requested by the User is subject to an electronic contract between the User and the Independent contractor, which is formed via the Application under these Terms & Conditions.
The any booking made via the Application constitutes a requests and an offer, subject to the provisions of Article 6 of these Terms & Conditions.
The User or Service Requester irrevocably acknowledges and accepts that the above creates a sufficiently precise, firm, unequivocal and unreserved offer which is irrevocable, and is binding on the User or Service Requester upon acceptance by an Independent Contractor of a service request.
Once an Independent Contractor accepts a service request, an electronic contract is irrevocably entered into between the User and the Independent Contractor, under these Terms & Conditions. The Company is not a party to that contract.
The service request must be fulfilled when accepted by the Independent Contractor, save in the event of cancellation as set out in Article 6.4 of these Terms & Conditions.The aforementioned undertakings constitute agreements entered into via the Application between the Parties concerned.
When the service ends a receipt sent to Users confirms the completion of the Services booked and offered.
5.1. Restrictions for using the application
• Misleading profile or registration information including but not limited to profile pictures, background and services
• Foul or offensive language when communicating with User at anytime
• Wearing indecent attire that disrespect Users or Service Requester
• Hosts activities that is endangering to Users or Service Requester safety
• Carry any weapons or illegal drugs or poisonous substance while hosting
• Adult oriented services, inappropriate/ obscene act Users agree that violation of these restrictions may result in suspension and lifetime termination of membership. Buddey Admin may check back with Users after each activity to verify any breaches.
6. Processes relative to the services
6.1. Request for service by the User
The User represents and warrants to the Company and the Independent contractor that he shall:
only use the application for legal purposes. have the prior permission to communicate with the Company and the Independent Contractor the information concerning them, which includes first name, last name, address, date of birth, contact number, profile background, languages spoke or understand, photos of the user. The information provided must be factual, true and non-misleading. If any reports on the User or Service Requester providing misleading information, the Company may immediately suspend or terminate the User or Service Requester accounts.
Subject to the foregoing, a fixed and final Price, as deemed to have been agreed between the User or Service Requester and the Independent contractor, shall then be communicated to the User or Service Requester for the bookings. Any timeframes specified during bookings shall be indicative only and shall not be binding on the Independent Contractor (nor on the Company, which, in accordance with these Terms & Conditions, is not a party to the contract for the Services).
6.2. Acceptance by the Independent Contractor of the Service
Acceptance by the Independent Contractor of a Service Request via the Application irrevocably binds the Independent Contractor to undertake the said Services under the conditions of the Terms & Conditions. The Company cannot require or force an Independent contractor to accept a Request and an Independent contractor makes any such acceptance entirely at his own discretion.
6.2.1. Confirmation of the Service Request
If the Independent Contractor accepts a Service Request, he undertakes to the User to effect the service.
Acceptance by an Independent Contractor of a Service Request shall be notified to the User by text or by a notification on the Application, and is deemed to constitute irrevocable conclusion of the contract binding the User to the Independent contractor, subject to the provisions of Article
6.4. of these Terms & Conditions
6.2.2. Communication between the Users, the Independent Contractor, the Service Requester. The Independent Contractor may need to contact the User by calling or messaging after acceptance of the service request.
The User must be contactable on the number indicated by him in his Account in order to assists the Independent Contractor in completing the Services effectively.
The Independent Contractor may also need to contact the Service Requester, if not the User, by calling or messaging at any time during the Services.
In this respect, the User who has entered the contact numbers of the Service Requester, so they can be contacted by the Independent Contractor within the framework of the service request, represents and warrants that he has obtained their consent to do so.
In event if the User or Service Requester, did not show up and/or is unable to be contacted by the Independent Contractor on the meeting day/meeting point which then the Independent Contractor is unable to complete the services booked, the Independent Contractor may at his discretion, terminate the Services which he has accepted, in accordance with Article 6.4 of these Terms & Conditions.
6.2.3. Execution of the Services by the Independent contractor
The Independent contractor is under no obligation to complete the Services within any timeframe communicated as an estimate, or within any other deadline. However, he undertakes to the User to use best efforts to complete the Services within the booking timeframe.
6.2.4. Delivery of the Services by the Independent Contractor
A notification shall be sent to the User via the Application together with a receipt, under the conditions of Article 8 of these Terms & Conditions.
A feedback system on the Application enables Users or Service Requester to give a score and feedback on the Independent Contractor service and performance.
The User shall not send messages of an injurious, insulting, denigrating, degrading or defamatory nature against an Independent Contractor. The Company reserves the right to delete all or part of a message notified to it, without delay, which, in its opinion, does not meet these Terms & Conditions.
Prices of the service requested by Service Requester are as proposed by the Independent Contractor.
Prices are fixed at confirmation of booking before the activity start. Any short or delay in the activity will not result in changes to the Price.
The company will also impose on the Host a Processing Fee of 5% or minimum RM2.00 whichever is higher on successful bookings. Depending on the local jurisdiction Government Service Tax may be applicable and included in the Service Fee hence may resulting in higher service fee.
6.4. Cancellation and Refund
6.4.1 Cancellation by the User
The User/Service Requester may cancel his service request however the refund for cancellation of the booking is based on the cancellation policy of the Independent Contractor
For refund request, requestor is required to download the form from website to be submitted to Buddey Admin.
Buddey Admin will contact Independent Contractor for confirmation and process the refund soonest.
For the avoidance of doubt, the Company shall play no part in the decision by a User to cancel a service request under this Article
6.4.1. Incidents of disputes such as the below:
- Independent Contractor did not complete the bookings of which was not caused by Service Requester
- Independent Contractor cancel the bookings
- Independent Contractor misconduct such as life threatening, undisclosed threats, misrepresent offers of the booking.
Service Requester may report within 24 hours from the meeting date to Buddey Admin for investigation and assist in refunding payments made for that service booked.
Service Requester is required to provide evidence of the disputes.
Service Requester is required to provide communication of the issue with Independent Contractor and yet it was not resolved with condition that the disputes is not in any way caused by the Service Requester
6.4.2. Cancellation by the Independent contractor
The Independent Contractor may only request to cancel a service in the following cases:
if the Service Requester requests are not compliant with these Terms & Conditions; in the absence of response from the User and/or the Service Requester to the Independent Contractor’s telephone calls in order to execute the Services ; or in the case of any Force Majeure Event; User or Service Requester, did not show up and/or is unable to be contacted by the Independent Contractor on the meeting day/meeting time which then the Independent Contractor is unable to complete the services booked; Save in the case of a Force Majeure Event entailing the application of Article 7.1 of these Terms & Conditions, the cancellation by the Independent Contractor of the Services undertaken for the aforementioned reasons must be considered as cancellation by the User as defined in Article 6.4.1 of these Terms & Conditions , and shall be billed to the User.
7. Resolution of disputes concerning the completing the Services Requests
Pursuant to these Terms & Conditions, and as stated elsewhere in these Terms & Conditions the Services is not executed by the Company but by the Independent contractor only.
Any claim relating to the services booked by Service Requester may only be made against the Independent contractor and not the Company.
However the Company, as the entity that has put the Independent contractor in contact with the User or Service Requester, shall, to the extent reasonably possible, participate as mediator in the resolution of disputes that may arise between the User/ Service Requester and the Independent contractor and originated during the service initiated via the application.
7.1. During the service in progress by the Independent Contractor
If an Independent Contractor cancels the booking due to a Force Majeure Event, he shall then contact the Service Requester and the Company.
The Company may extent assistance to seek the most appropriate solution, in collaboration with the User, Service Requester and the Independent Contractor.
The Price shall be paid via the payment channel available on the Applications, and amount will be paid in Ringgit Malaysia.
The User agree that all service requests executed by the Independent Contractor shall be collected and billed to the Users or Service Requestor by the Company in the name and on behalf of the Independent Contractor.
Upon completion of the booking requests, the Company shall send the User, a notification, a receipt confirming completion of Service, and an invoice in the name and on behalf of the Independent Contractor, comprising of the booking price and the total price, or, which applicable, and shall then debit the sum due from either the bank card or the in-credit account designated by the User or Service Requester as means of payment. The User or Service Requester accepts and authorises the invoices for the completed services executed shall be available from the Application and a copy shall be sent by email to the email address entered by the User. The User shall update his email address in all circumstances.
Any payment default by the User, e.g. due to the expiry of the bank card entered, insufficient balance in the bank account, or inaccurate bank details, shall entail the suspension by the Company of his access to any services bookings.
In the event of payment default, the Company shall notify the User of this default, ordering to remedy the payment promptly, then reserves the option of terminating his contract to use the Application under the conditions of Article 12 of these Terms & Conditions.
The Independent contractor reserves the right to take legal action against the User or Service Requester if found breached in payment obligation for any reason in relation to the bookings of services and the Company reserves the right to take any legal action against the User or Service Requester for any consequential losses of the Company arising from any such circumstances.
The User or Service Requester shall ensure that his billing information is up-to-date, complete and correct.
9. Access to and availability of the Application and Services
The Services are freely and exclusively accessible online on the Application.
The Company shall make every effort to make the Application and its Services available 24 hours a day, 7 days a week, independently of the maintenance operations on the said Application and/or the said Services but makes no guarantees of availability.
The Company reserves the right to modify or interrupt all or some of the Services at any time, temporarily or permanently, without prior notification to the Users and without entitlement to compensation.
The Company shall make every effort to put a User in contact with an available Independent Contractor, in his geographical area, able to accept a Services Requests in his geographical area. However, without prejudice to any other terms of these Terms & Conditions, the Company cannot and will not guarantee availability of a minimum of one Independent Contractor, and/or the times of consultation of the Services by the User, and/or the Methods of Transport of the available Independent Contractors. Neither does the Company make any guarantee that any available Independent Contractors will accept any requests for the Services Requests. The User acknowledges that, in providing the Services Requests, Independent Contractors are carrying out business in their own names and for their own account and that the Company is not involved to any extent in the provision of these services.
10. Guarantees – Liability – Force Majeure
10.1. Guarantee of the Users
The User is solely responsible of the Services he accesses from the Application.
In accessing the Application, the User represents and warrants that he/it shall not:
access and/or use the Application and/or the Services for illegal purposes and/or with the aim of causing harm to the reputation and image of any of the Parties, and more generally that he/it shall not infringe the rights, notably intellectual property, of the Company and/or third parties;
use devices or software other than those provided by the Company intended to or that may: i) affect or try to affect the proper operation of the Application and/or the Services; or ii) extract, modify or view all or part of the Application on any support other than the User’s Device, even in buffer or temporary memory, or for customised use;
directly or indirectly market the Services and/or the access to the Services and/or the access to the Application;
reuse all or part of the Application, particularly for commercial and/or collective and/or personal purposes in a form and/or a media not authorised by the Company;
exploit the Services provided by the Company or the data to which he may have access via the said Services and/or the Application for purposes that are directly or indirectly commercial and/or for personal purposes in a form and/or a media not permitted by the Company;
limit or try to limit access to or use of the Application and/or the Services;
modify any mention or element of the Services and/or the content of the Application, including in buffer or temporary memory;
knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
In the event of breach of any of these obligations, and without this list being exhaustive, the User acknowledges and agrees that the Company shall have the right to refuse him access to all or some of the Application and/or the Services, unilaterally and without prior notification.
10.2. Limitation of liability of the Company
10.2.1. No exclusion
Nothing in these Terms & Conditions limits or excludes the Company's liability for:
death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability which cannot be limited or excluded at law.
10.2.2. Exclusion of liability of Company
Subject to Article 10.2.1 of these Terms & Conditions, User acknowledge and agree that the Company shall not be liable to any User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions for any losses not limited to financials losses, delays, injuries, reputation, which occurred to Users by using the Application.
10.2.3. Additional provisions in relation to the Services
In addition to the provisions of Articles 10.2.1 and 10.2.2 of these Terms & Condition, the following provisions apply in relation to the Services
The User acknowledges and agrees that the quality of the Services requested via the Application falls wholly under the responsibility of the particular Independent Contractor who accepted and/or effected the Services in question and the Company shall have no responsibility whatsoever.
The Company shall not be liable for the Services, including, without limitation, in relation to Service/Goods excluded pursuant to Article 5.1 of these Terms & Condition.
The Company shall have no responsibility for supervising, directing or controlling the manner in which the Services is carried out by an Independent contractor (who, as stated in Article 9 above, shall be treated for the purposes of these Terms & Condition as carrying on his own business in its own name), nor shall the User shall be entitled to any such supervision, direction or control over the Independent Contractor in relation to the Services.
The Company shall be under no obligation to compel an Independent Contractor to carry out a Services, or to specify any basis or manner in which a Services is carried out (which shall be the sole responsibility of the Independent contractor to determine).
The Company shall not be liable for any losses howsoever arising, in relation to any Service/Deliveries of Goods by the Independent Contractors or with regard to the acts, actions, behaviour, attitudes and/or negligence of the Independent contractor.
10.2.4. Additional provisions applicable to the acts of the Users and the contractual relations between the User and the Independent Contractor:
In addition to the provisions of Articles 10.2.1 and 10.2.2 of these Terms & Condition, the following provisions apply in relation to acts of the Users and the contractual relations between the User and the Independent contractor:
The User is solely responsible for breaches and/or violations of the legislation applicable to him and to these Terms & Condition with regard to both the Company and the other User with whom he is in contractual relations, and for damages that may arise owing to these violations and/or breaches.
The User shall be liable for, and shall compensate, the Company and/or any other User and/or a third party in respect of any claims, complaints, remedies and petitions, of any nature, resulting from such a violation or breach, relating to: i) the use of the Application by the User; ii) the relationship between the Independent contractor and the User; iii) the operation of the Method of Transport with regards to the Independent contractor; and iv) the Services with regard to the Independent contractor.
The User shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.
10.2.5. Cap on Company's liability
Subject to Articles 10.2.1-10.2.4 of these Terms & Condition, the Company's total liability to any User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Terms & Condition shall be limited to the total value of the price paid for the Services on the Application or maximum of RM50.00 per claim.
The User shall indemnify, defend and/or settle and hold harmless the Company against any loss or damage (including legal costs) which the Company may sustain or incur, in relation to any third party claim, to the extent such claim is based upon any breach by the User of the provisions of these Terms & Condition.
10.2.7. Force majeure
Provided it has complied with this Article 10.2.6, if a Party is prevented, hindered or delayed in or from performing any of its obligations under these Terms & Condition by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of these Terms & Condition or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Affected Party shall:
as soon as reasonably practicable after the start of the Force Majeure Event notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms & Condition; and
use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 6 months, the Party not affected by the Force Majeure Event may terminate these Terms & Condition with immediate effect and without compensation.
11. Intellectual property
11.1. Copyright over the Application
The Company is the holder or licensee of the Intellectual Property Rights both of the general structure of the Application and of its content (texts, slogans, graphics, images, videos, photos and other content), to the exclusion of those provided by its Users.
Any representation, reproduction, modification, distortion and/or total or partial exploitation of the Application and/or the Services, by any process and by any means, without the express prior permission of the Company, is prohibited and constitutes acts of infringement of copyright.
The Company intends to disclose the Application and the Services only in order to enable its access to the internet, such as on mobile phone:
from a computer or an equivalent device having access to one or more telecommunications networks enabling internet access and an internet browser (Internet Explorer, Mozilla Firefox, etc.); and/or a phone handset having access to a telecommunications network enabling internet access, with the Application installed.
Any other use of the Application and/or the Services is deemed automatically reserved to the Company and constitutes an infringement of its right of disclosure over the Application and/or the Services.
Under the rights granted above, the Application may be used in compliance with its exclusive purpose, notably in compliance with the terms of these Terms & Condition and solely for the personal or business needs of the User.
The User recognises and accepts that the access to the Application provided to it by the Company does not entail any assignment or licensing of Intellectual Property Rights (notably copyright) and other rights to the User and/or the Independent contractor.
Save with the prior written permission of the Company, the User shall not under any circumstances: i) combine the Application with any other work, particularly software; ii) provide the Application by any means to a third party; or iii) lease or transfer all or part of the Application to a third party, including other companies and entities of the group to which he belongs, and is prohibited from any use other than that granted by these Terms & Condition.
The User shall not, directly or indirectly, including by any third party, by any means, without limitation, modifying, correcting, adapting, translating, arranging, disseminating, transferring, distributing, decompiling, making copies or backups outside of the conditions set out in these Terms & Condition, granting a loan, rental, assignment or any other type of provision, irrespective of the means, including via the internet, distributing or marketing free of charge or for a valuable consideration, etc., the Application, and generally altering it in any way whatsoever, including the copyright statements, or attempting to do any of these things.
The User irrevocably acknowledges and agrees that the Application is constituted of one or more databases provided by the Company in the capacity of producer to the User who is granted a license of the said databases to enable him/it to use the Application and the Services.
The User shall not:
extract by permanent or temporary transfer all or a qualitatively or quantitatively substantial part of the content of one or more databases accessible on the Application, by any means and in any form, including for the purposes of use or viewing via a media and/or a process not permitted by the Company;
reuse, by provision to the public of all or a qualitatively or quantitatively substantial part of the content of one or more databases accessible on the Application, irrespective of the form, including via a hypertext link, any media and/or process not authorised by the Company;
constitute, publish, maintain, update, import, export or provide to third parties, free of charge or for valuable consideration, or participate in the aforementioned acts, a competing database derived from all or part of one or more of the Company’s database(s);
view on a screen by a process or media other than those by which the Company intends to disclose the Application and the Services as specified in Article 9 of these Terms & Condition;
extract, use, store, reproduce, represent or conserve, directly or indirectly, partially or in whole, including in buffer or temporary memory, a qualitatively or quantitatively substantial part of the content of one or more databases of the Company committed by one of the processes set out above, including via any media not authorised by the Company.
12. Duration – suspension – termination
Without affecting any other right or remedy available to it, any Party may terminate these Terms & Condition:
at any time with immediate effect using the procedure accessible via the Application;
if the other Party commits a breach of its obligations under these Terms & Condition and fails to remedy such breach within a reasonable time following written notice from the other Party. Without affecting any other right or remedy available to it, the Company may at its option, suspend access to the Services and/or terminate these Terms & Condition at any time with immediate effect upon notice to the User/User including but not limited to:
if the User fails to pay for a Services in circumstances, or where an Independent contractor informs the Company that it wishes to bring to an end the contractual relationship between itself and the User;
if a User deliberately provides inaccurate or dubious information, fails to update information provided to the Company (such as Login Information), or fails to respond to the Company’s requests (such as in relation to the accuracy of the information he has provided);
if a User uses the Service in a way which contravenes these Terms & Condition.
On termination or expiry of these Terms & Condition:
any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms & Condition which existed at or before the date of termination or expiry, shall not be affected;
Independent Contractors shall return to the Company all accessories given to them by the Company pursuant to Article 9 of these Terms & Conditions;
Users shall delete and/or destroy any personal data they have about other Users which they obtained for the purposes of providing or receiving the Services;
the following articles of these Terms & Condition shall continue in full force: Article 10.2 (Limitation of liability of the Company), Article 11 (Intellectual Property), Article 13 (Confidentiality) and Article 21 (Applicable law).
In the event of suspension of access to the Services and/or termination of these Terms & Condition in accordance with this Article 12, the User shall have no right to any reimbursement or compensation for any loss suffered by it or any third party.
Each party shall keep strictly confidential and not disclose to any third party, direct or indirectly all or some of the confidential information that may have been communicated on behalf of another Party.
14. Transfer of the Terms & Condition
The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these Terms & Condition. The User hereby declares to accept any change of control in the person of the Company and recognises any successor thereto as his co-contractor.
These Terms & Condition are personal to the User and the User shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms & Condition without the prior written agreement of the Company. Any breach of the foregoing shall entitle the Company to terminate the User’s Account, without prejudice to any damages that the Company may also be entitled to claim on this ground.
15. Accrued interest
The Parties agree that any amounts of interest accrued or accruing on sums paid to the Company for any reason (where by reason of payment, prepayment or refund) shall accrue to, and be for the benefit of, the Company only and for no other person.
16. Independence of the Parties
Nothing in these Terms & Condition is intended to, or shall be deemed to, establish any partnership, joint venture, employment or worker relationship between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
The Parties acknowledge and agree that the Terms & Conditions do not under any circumstances establish a hierarchy or any link of subordination between them and confirm that their contractual relationship does not pertain to a salaried activity. The Parties further agree that services under this agreement are provided by the Independent contractor to the User and not by the Independent contractor to the Company. The Parties also acknowledge that these Terms & Conditions do not establish any contract between the User and the Company for the Services (which shall be provided to the User solely by the Independent contractor, acting in its owns name).
The Independent contractor shall manage or organise his services in complete independence, in compliance with these Terms & Conditions.
This independence is conveyed to the Independent contractor by:
the fact that the Independent contractor is solely responsible for the services he carries out, such as but not limited to tour guide services, hosting, organising activities and events on his own behalf or on behalf of third parties, for his sole profit or for the profit of third parties, and at such frequency and on such scale as he alone decides;
the freedom the Independent Contractor holds in the execution of the Service requested by user conferred on him via the Application. The Independent Contractor is notably: (i) free to decide on his periods of availability or unavailability to execute the offer of services, which he indicates on the Application; and (ii) free to refuse any service requests provided that the number of refusals is not excessive; and the free choice of his suppliers.
16.1. Opt out of Arbitration
Arbitration is not compulsory of your contractual relationship with the Company. If you do not agree to the arbitration terms, you may write to firstname.lastname@example.org with the following subject format “Opt out of Arbitration: (Name)”
17.1. Entire agreement clause
These Terms & Conditions, and including their annexes, constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms & Conditions. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms & Conditions. Nothing in this clause 17.1 shall limit or exclude any liability for fraud.
If any provision or part-provision of these Terms & Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms & Conditions.
If any provision or part-provision of these Terms & Conditions is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Article, section and annex headings shall not affect the interpretation of these Terms & Conditions.
18. Third party rights
No one other than a Party to these Terms & Conditions (and their successors and assigns) shall have any right to enforce any of the terms of these Terms & Conditions.
No failure or delay by a Party to exercise any right or remedy provided under these Terms & Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No variation to these Terms & Conditions and Special Conditions shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
21. Applicable law and jurisdiction
These Terms & Conditions and Special Conditions are subject to the laws of Malaysia and the Court of Malaysia shall have the exclusive jurisdiction in regard to the same.
Each Party irrevocably agrees that the courts of Malaysia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms & Conditions and Special Conditions or their subject matter or formation (including non-contractual disputes or claims). In the event of difficulty, notably in the interpretation, execution, cessation or termination of the Terms & Conditions, the Parties shall first seek an amicable solution, in the absence of which they expressly accept, within the limit of the legislation, to submit any dispute relative to the Terms & Conditions to the exclusive jurisdiction of the courts of Malaysia.
II. Special conditions applicable to Independent Contractors
The special conditions hereunder, which for the avoidance of doubt form part of the Terms & Conditions, apply to the Independent Contractors only and are principally designed to ensure the high standard of the services by the Independent contractors to the Users.
1. General information
1.1. Prerequisites to becoming an Independent Contractor
The Company reserves the right to confirm or reject the application of an individual or corporate entity to become an Independent Contractor.
1.1.1. Private individual
Any individual who is self-employed can become an Independent Contractor. To do this, he must register via the Application by the Company.
The individual, before being able to execute Services via the Application, must send to the Company the requested information and documentation but not limited to i.e. First Name, Last Name, Age, Mobile Number, Email Address, Profile Picture, Bank Name, Bank Account Name, Bank Account Number. The individual, upon creation of its account, may be required by the Company to provide additional verification documents.
1.1.2. Corporate entity
Business operators here with known as corporate entity may use the Application to offer services to the users of Buddey product. The corporate entity is also considered an Independent Contractor, and the provisions of these Terms & Conditions applicable to Independent Contractor, and more generally to the individual, apply de facto to this corporate entity, which shall be responsible for ensuring that its employees allocated to carry out Services respect and at all times act in accordance with these Terms & Conditions. The corporate entity must register on the Application by the Company. The corporate entity, upon creation of its account, may be required by the Company to provide additional verification documents.
1.2. Choice of Method of Transport
The Independent Contractor may also offer transportation in the services rendered however the Transport must comply with all applicable legal requirements. The Method of Transport must also be in good operating condition. Maintenance operations on the Method of Transport, including the supply of fuel or, where applicable, battery charging, are the sole responsibility of the Independent Contractor, which is its exclusive owner or user, and the Company shall not be liable for any compensation or financial contribution in this respect.
The Independent Contractor must take out all appropriate insurances, to meet at least the minimum legal requirement (i.e. third party insurance) using his own resources and, subject to the provisions of Article 11 of these Special Conditions, it is the Independent Contractor's sole responsibility to ensure this.
1.3 Renewal of evidence required by the Company
The Independent Contractor undertakes, without intervention of the Company, to ensure its information maintained on its account is at all times updated, true and no misleading information, the documents mentioned in Article 1.1.1 of these Special Conditions for individuals, and in Article 1.1.2 of these Special Conditions for corporate entities, the Company may at times request to respond without delay to any request for communication of the said documents and/or any information or document necessary to execute these Terms & Conditions.
If the Independent Contractor fails to provide any of the documents requested within the required timeframes, the Company may automatically suspend access to the Services by the Independent Contractor.
1.4. Offer of Services
To be able to offer Services, the Independent Contractor must respect the following procedure:
Update profiles and services offered information including location of service to be carried out, languages spoken, about me section to provide information for Users references and correct bank details to received payment for his service.
Use the Application from his Device and login with his Account using his Login Information;
Authorise the Application to use the geolocation function of his Device.
2. Availability of the Independent Contractor
The Independent Contractor may make himself unavailable by simply not accepting any service requests. Notwithstanding these Terms & Conditions and these Special Conditions, the Independent Contractor shall be free to undertake such other work as he wishes (other than through the Application).
The Independent Contractor will await a notification on the Application indicating a contact with a User on the basis of this geolocation. As the contact with the Users may require telephone coordination, the Independent Contractor shall ensure that his mobile Device is close to him when he is in “online” mode, and that his phone number is completed and up-to-date in his Account.
3. Receipt of a Service Request
The Independent Contractor is free to accept or refuse Service
However, excessive refusals or failure to accept Service Requests (to be determined at the sole, reasonable discretion of the Company) may lead to suspension of the Independent Contractor’s Account.
The Independent Contractor shall calculate his costs for providing Services. The acceptance of a Services means that the Price is greater than the cost of the service for the Independent Contractor.
Acceptance by the Independent Contractor, in compliance with Article 5.1 of the body of these Terms & Conditions, creates an agreement between the User and the Independent Contractor, such that the Independent Contractor irrevocably undertakes to execute the Services requested and the User undertakes to pay the Price due. The Company is not a party to these arrangements and shall have no responsibility relating to them.
4. Acceptance and execution of a Services
The conditions under which the Independent Contractor may cancel a Services are detailed in Article 6.4 of the body of these Terms & Conditions.
The Company does not under any circumstances undertake to provide the Independent Contractor with a minimum number of Requests to be executed. The Company assumes a best efforts obligation only to put the Independent Contractor in contact with Users who would like to request for the Independent Contractor service and does not guarantee a minimum number of Users, particularly during the time slots and places of availability of the Independent Contractor.
Once the Independent Contractor has offered the Service, he must fulfilled.
The Independent Contractor undertakes to carry out the Services diligently, demonstrating the highest level of care and considerate.
The Independent Contractor may make contact with the User/Traveller to discuss about the Services via the communication method on the App.
6. Rating of the Independent Contractor
The Independent Contractor will be directly notified if his rating is below a reasonable average, and shall then have a brief period in which to improve it. Otherwise the Company may, at its discretion, suspend his access to the Services.
7. Limitation of liability of the Independent Contractor
The Independent Contractor may become liable for material damage and/or consequential loss, such as loss, theft, material damage, occurred to its Service Requester during the service, except where the foregoing are due to factors such as, without limitation, fault of the Service Requester, a Force Majeure Event.
The Independent Contractor shall bear no liability to the Company for failure to carry out the Services rendered, as his sole responsibility for this service is to the User.
In order to complete the receipts or invoices produced by the Company in the name and on behalf of the Independent Contractor, and to collect payment of the Price (including any Tax), the Independent Contractor shall at all times provide all necessary information, in particular in relation to his identification and his status for Tax purposes (including details of any Tax registration), and confer a mandate for collection and billing in accordance with the annexes to these Special Condition. The Independent Contractor shall receive payment weekly for the Services executed since the last invoice issued (since the date of creation of the Account for the first payment).
The Independent Contractor must ensure that his billing information and Tax status is up-to-date, complete and correct at all times. The Company has no responsibility to advise the Independent Contractor of any Tax obligations.
The Independent Contractor shall declare his income generated for services rendered on Buddey Application to the tax authorities and shall file all relevant tax.
The Independent Contractor acknowledges and agrees that for every Services which is not completed for any reason, the Company will withhold the whole of the sum due to the Independent Contractor for the period comprising the interrupted services.
If the amount deducted cannot be completely recovered from the sum withheld for the period of dispute, then the Company reserves the right to deduct the balance from the other payments to be made by the Company to the Independent Contractor.
9. Specific guarantees of the Independent Contractor
The Independent Contractor shall comply with all applicable legislation which relates to the Services rendered.
The Independent Contractor shall comply with all applicable legislation and regulations, including, for corporate entities, applicable employment legislation (respect for maximum working duration of its employees, for example), and shall make all declarations (tax or social security, for example) required of him/it with regard to his activity as an Independent Contractor, and the Company shall not be liable for any compliance or failure to comply by the Independent Contractor.
The Independent Contractor may be given one or more accessories by the Company, in exchange for a bond which will be deducted from the first and/or second payment made by the Company to the Independent Contractor. This sum shall be returned to the Independent Contractor upon return to the Company of the accessories provided. The Independent Contractor may use his/her own accessories, as long as they are not branded by another company, and is under no obligation to use any offered by the Company.
The Independent Contractor is solely responsible for the accessories given to him/it by the Company and is their sole guardian. The Independent Contractor shall use the said accessories in accordance with these Terms & Conditions. The Independent Contractor shall comply with all the required permits, approvals and code of conduct in carrying out any activities and services rendered. The Independent Contractor shall be solely responsible for any breach of the codes and shall assume the consequences of any criminal proceedings. The Independent Contractor shall take all possible precautions to be in the best possible condition, both physically and psychologically, when conducting communications be it in person or online in carrying out his/her services. The Independent Contractor shall promptly notify the Company in writing of any accident, difficulty or incident which occurs when carrying out a service, such notification to include the circumstances of the accident, difficulty or incident. Informing the Company of the accident, difficulty or incident shall not give rise to any liability on the part of the Company. In respect of the foregoing, the Independent Contractor acknowledges and agrees that at all times he is solely liable for his acts or omissions with regard to Users and third parties, including the receiver of the service.
The Independent Contractor shall inform the Company if he no longer fulfils one or more conditions required to carry out his services listed, e.g. in the case of suspension/withdrawals within a period of twenty-four (24) hours after occurrence of the event. The Company reserves the right to suspend the Independent Contractor account until he remedies the position. Any suspension, termination or withdrawal of the Service due exclusively to the fault of the Independent Contractor, such as not complying with the terms of service of Article 5.1 of these Terms and condition and/or breach of any other condition of the Terms & Conditions shall not entitle the Independent Contractor to any compensation.
10. Personal data
The Independent Contractor shall respect the privacy of the Users or Service Requester and, where applicable. The Independent Contractor shall comply with the Personal Data Protection and with the Privacy in respect of any personal data he processes for the purposes of carrying out the Services Rendered
The Independent Contractor is fully responsible to make available any insurance required for the services offered. The Independent Contractor must also alert his own insurance company promptly in order to enable compensation for performing the Service.
III. Collection mandate
The Company puts Users or Service Requester in contact with the Independent Contractor by giving them access to the Company’s Application.
The Independent Contractor, acting always as principal, gives mandate to the Company, acting as agent, which it hereby accepts, to collect in his name and on his behalf, via Merchant Payment Gateway and banking service provider, the sums due for the services listed on the Company’s Application by the Independent Contractor for the User or Service Requester.
The Price due from the User or Service Requester to the Independent Contractor for the Services shall be paid to a separate bank account, from which the Company may directly deduct its commission pursuant to Article 8 of the Special Condition, any interest which accrues, and any amount payable in conjunction to process the particular payment from User or Service Requester for the Service.
The sums due to the Independent Contractor shall be paid into bank account specified by the Independent Contractor, weekly from the last payment (and notification of the bank account for the first payment) after settlement of accounts.
The Independent Contractor expressly authorises the Company to withhold, where applicable, the payment of sums due to him as provided for in these Terms & Conditions.
The Independent Contractor expressly authorises the Company to deduct from the sums withheld and, if necessary, from the other sums due from the User or Service Requester to the Independent Contractor, any sums due under these Terms & Conditions.
IV. Billing mandate
The Company puts Users in contact with the Independent Contractor by giving them access to the Company’s Application.
The Independent Contractor, acting always as principal, confers on the Company, acting as agent, with respect for the applicable economic and tax rules, the task of preparing the Independent Contractor's invoices.
Purpose of the billing mandate
The Independent Contractor expressly authorises and instructs the Company, which hereby accepts, to prepare in his name and on his behalf original invoices (initial and/or corrective) relating to the delivery of services to the Users or Service Requester, in compliance with all applicable legislation, relying solely on any Tax information provided by the Independent Contractor.
The Company shall be responsible for sending the said invoices to the Users.
Duration of the agreement
This billing mandate, which takes effect upon acceptance of the Terms & Conditions, is entered into for an undefined duration.
It may be terminated at any time by the Company and the Independent Contractor, without particular reason, by registered letter.
The revocation shall take effect upon receipt of this registered letter or email.
Obligations of the Company
The Company, acting as agent, shall prepare the invoices for services in compliance with the information given by the Independent Contractor, in the name and on behalf of the Independent Contractor (acting as principal).
The Company shall ensure that, provided the Independent Contractor has furnished the Company with all relevant information, the original invoices the Company produces in the name and on behalf of the Independent Contractor are in the same form as if they had been issued by the Independent Contractor himself, particularly in relation to the mandatory details required by the applicable legislation.
The Company shall also ensure that the original invoices it produces bear the wording “Invoice issued by [name of Independent Contractor]”.
That Parties agree that the invoices produced within the framework of these Terms & Conditions do not need to be formally authenticated by the Independent Contractor.
The Independent Contractor shall have a period of Seven (7) days from the date of production of an invoice in the name of the Independent Contractor to contest its contents. In the absence of dispute within this period, the Independent Contractor shall be deemed to have accepted the invoice produced in his name and on his behalf.
In the event of dispute, the Company shall produce a corrective invoice, if appropriate, or a credit note (as appropriate).
The Company shall collect the User’s or Service Requester payments and repay the proceeds thereof to the Independent Contractor, after deducting commission, and where applicable the cost processing the payments.
The Independent Contractor retains full liability for his legal and tax obligations in matters of billing for the original invoices prepared in his name and on his behalf by the Company pursuant to these Terms & Conditions, particularly in relation to his Tax obligations and taxes on income.
The Company shall not be liable for breaches of the Independent Contractor’s tax obligations, and shall have no joint and several liabilities for payment of any Tax, penalties or fines owed by the Independent Contractor.
All amounts of commission payable by the Independent Contractor to the Company for the services shall be treated as exclusive of Tax.