- 1.1 “We” or “Our” or “Us” re Virtualpedia Sdn Bhd
- 1.2 “You/your/the client” means you, our customer.
- 1.3 “Agreement” refers to the description set out in Clause 3.1 below.
- 1.4 “Portal” refers to “www.cdulu.com website and any other website that we operate and which we allow you to post or upload your Listing Content. you.
- 1.5.“Listings” or “Listing Content” refers to any content on the website that advertises hotel, homestay, real estate property, business, travel information or branding for you.
- 1.6.“Product/Service” refers to any of the following products or services or a combination thereof which is purchased, subscribed or ordered by you from us in the Sales Order:
- i. Virtual tour photography and creation
- ii. Access to Portal to manage your Listing Content on the Portal;
- iii. Subscription to display your Listing Content on the Portal; and
- iv. Any associated or ancillary service we agree in writing to provide to you.
- 1.7.“Sales Order” means the document entered into between you and us for the purchase, subscription or order of our Products/Services, which you sign or otherwise indicate your agreement to.
- 1.8.“Term” means the duration of this Agreement as set out in the relevant Sales Order for the subscription or purchase of Product/Service, subject to termination in accordance with this Agreement.
- 2.1 Your obligations to us are as follows:
- (i) User Account policies: you will ensure that
- a) at all times, keep secure the username and password for your access to any service provided by us. Sharing of account with other parties are strictly prohibited.
- b) account information and any other information registered with us (eg: personal profile, photograph, contact number, email address) must relate to a single person or entity. Reference to multiple persons in an account is strictly prohibited. An entity is a person that represents a larger organization such as a company that have been authorized by the said company to publish listings at cdulu.com.
- c) your personal information, account and contact details are constantly updated with us and such information should be accurate at all times.
- (ii) you will only enable (“Go Live”) the Listings on the Portal by yourself or via an authorised third party who has been provided with and agreed to, the terms and conditions under the Agreement;
- (iv) you will abide and comply with all applicable Malaysian laws, including but not limited to laws relating to competition, consumer protection, local fair-trading legislation, real estate agent & agency, data privacy, and any other applicable advertising regulations
- (v) to ensure that any information or statement provided by you to us or any content or material provided by you (including content uploaded to the Portal):
- a) is not against the Malaysian law;
- b) is not misleading or deceiving to the consumers about your company or individual agent that was responsible for selling the relevant property
- c) is not uploaded for an improper purpose;
- d) does not contain information that are fraudulent, defamatory in nature, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction; and
- (vi) under any circumstances, if in our reasonable opinion that you have or may have breached the terms under Clause 2.1(v) above, you will promptly comply with any direction that we will give to you in relation to your relevant listing(s) including any instruction to amend or delete any relevant Listing Content;
- (vii) you undertake that any personal information that you have obtained through the Portal, including through leads generated by users submitting enquiries on the Portal, will be used for the sole purpose of contacting the person enquiring in relation to the specific listing they have enquired about, unless advised otherwise by us;
- (viii) you do choose to provide us with an individual’s personal information (as defined in applicable local privacy laws), you warrant and represent to us that prior to providing the details to us:
- a) you have obtained the consent from the person or individual to disclose their details to a third party advertisers and that those third party advertisers may reach out to them regarding the marketing of their property;
- b) you have received consent from the individual to disclose their details to us
- c) you have not breached any regulatory or contractual obligations in providing the details;
- (ix) you will not use our registered tradename (CDULU), our company or any unregistered trademarks for any purpose that we have not approved in writing.
Your Agreement with Us
- 3.1 The agreement between you and us consists of:
- i. the Terms and Conditions as maybe varied from time to time in accordance to Clause 6.1(iv) below.
- ii. the Sales Order;
- iii. any other terms and conditions applicable to your purchase, subscription or order of the Product/Service, as mutually agreed between you and us.
- 3.2 This Agreement is the entire agreement between us about its subject matter and supersedes all prior agreements and undertakings between us.
- 4.1 The Term is duly specified in the Sales Order and is specific to each individual listing. Following the expiry of the Term of the listing as per the Sales Order, your Products/Services will be suspended from the Portal unless you execute an extension to the listing through a separate Sales Order.
- 4.2 We reserve the right to remove or delete the listing from our database shall there be no extension made by you with full payment within 2 calendar months of the listing expiry.
Your warranties and representations
- 5.1 You represent and warrant to us that at all times during the Term of this Agreement:
- (i) you have obtained authorization or accreditation to post, list, or share information of the said listing that you display on the Portal, as may be required by applicable laws and regulations. The said information of the listing shall include but not limited to the following:
- (a) address
- (b) GPS coordinates
- (c) contact person name
- (d) phone number
- (e) photo
- (f) video
- (g) virtual tour
- (ii) you will comply with all of your obligations set out in Clause 2
- (iii)you will not make any representations to your clients that are inconsistent with Clause 5.1(i)
- 6.1 You acknowledge and agree that at all times during the Term of the Agreement:
- (i) in consideration of us granting you a right for your Listing Content to be displayed on the Portal and the other services we provide, you grant us an irrevocable, perpetual, world-wide, royalty free licence to commercialise, copy, licence to third parties, use and adapt for any purpose related to our business any Listing Content or material you provide to us during the Term, and this licence survives termination of this Agreement by you or us;
- (ii) at our discretion, we may remove or amend some or all of your Listing Content if you are, in our reasonable opinion, in breach of your obligations under Clause 2.1(v) above;
- (iii) you are solely responsible for the materials of your Listing Content and any errors or omissions in your Listing Content and further, you acknowledge that our role is one of publisher only;
- (iv) We reserve the right to change the terms and conditions in the Agreement at any time without notice to you by publishing the new terms or conditions on the Portal. Your use of the Portal constitutes your acceptance of those new terms or conditions. Should you object to any new terms or conditions or other notices on our Portal, your sole option is to terminate this Agreement by giving us 30 days’ written notice;
- (v) this Agreement consists of the documents referred to in Clause 3 above, as varied from time to time in accordance with Clause 6.1(iv) above;
- (vi) all features of our Product/Service are subject to change, development and discontinuation and, as such, we may vary or discontinue any feature of a Products/Service at any time without notice to you. Your use of the Portal constitutes your acceptance of such change, development and/or discontinuation in the Product/Service feature. Should you object to any such change, development and/or discontinuation, your sole option is to terminate this Agreement by giving us 30 days’ written notice;
- (vii) we will use reasonable endeavours to provide you with continuous operation of the Portal and the Product/Service we provide to, however we cannot guarantee this and technological failures or delays may prevent us from doing so;
- (viii) where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees), we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:
- (a) to contact you or your employees via phone, email, text message, push notifications and other electronic media, unless you explicitly request us not to contact you via these media;
- (b) to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.
Termination or suspension by us
- 7.1 Without limiting our other rights, we may immediately terminate this Agreement or suspend your use and access to the Portals if:
- (i) any of your warranties or representations in Clause 5 are incorrect;
- (ii) you are in material breach of your obligations under this Agreement (and, for these purposes, any breach of any obligation under Clause 6 above will be regarded as material); (e) you are in breach of this Agreement (whether or not the breach is material) and fail to rectify the breach within seven (7) days of us giving you notice of the breach and requiring that it be remedied;
- (iii) the account being inactive for 1 calendar year
- 7.2 In the event that we exercise our right to suspend your use and access to the Portal pursuant to Clause 7.1 above, you remain liable for all subscription and Product/Service fees until the termination or expiration of this Agreement. We will not refund and/or compensate you, in the event that your use and access to the Portals is suspended or terminated under Clause 7.1.
- 7.3 The Company reserves all its rights and remedies (including without limitation, Company’s right to remove the Listing Content and Listings under Clauses 6.1(ii)).
Termination by you
- 8.1 In addition to any rights of termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:
- (i) we are in material breach of any of our obligations under this Agreement
- (ii) we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fail to rectify the breach within thirty (30) days of you giving us notice of the breach and requiring that it be remedied;
- (iii) we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, or are deemed to become insolvent;
Effect of termination or suspension
- 9.1 of this Agreement or suspension of your use and access to the Portals pursuant to Clause 7 do not:
- (i) relieve you of your liability to pay fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during notice periods leading to termination;
- (ii) relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
- (iii) waive any accrued rights in respect of any breach of this Agreement by either party.
- 9.2 We may, at our option decide, our sole discretion, not to enter into a new agreement with you if you have previously terminated an Agreement or contract of any type with us.
Fees and billing
- 10.1 The fees and payment terms for the Products/Services purchased or subscribed will be specified in your Sales Order.
- 10.2 We reserve the right to change the fees for any Product/Service at any time. You will be notified thirty (30) days in advance of any changes to fees.
- 10.3 At our discretion, we may send invoices to you by email or such other electronic method as we notify to you. Upon request you will advise us an email address to which we may send your invoices. It is your responsibility to ensure that email address is accurate, is up-to-date, is functioning properly and is regularly monitored by an authorised person on your behalf. Any failure to receive an invoice does not relieve you of liability for payment of fees by the due date shown on the invoice.
Limitation of liability and indemnity
- 11.1 Subject to Clause 11.3 below, to the extent permitted under applicable laws, each party:
- (i) excludes all conditions, warranties and guarantees implied into this Agreement;
- (ii) excludes liability for consequential, special or indirect loss or damage (including but not limited to loss of revenue, loss of opportunity, loss of data and loss of profits); and
- (iii) limits its liability for breach of any consumer guarantee, condition or warranty that cannot be excluded to (at the party’s option) resupplying the relevant service or paying the cost of having the relevant service resupplied.
- 11.2 Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then liability for the relevant claim will be reduced accordingly.
- 11.3 We shall not be liable to you for any damages, losses or liabilities arising under this Agreement to the extent that liability is caused by any delay in performance or breach of this Agreement resulting from any matter beyond its reasonable control (including blackouts, viruses, other defects, delays or failure of the server hosting the Portal or the internet service provider).
- 11.4 You indemnify us and our officers, employees and agents (“Indemnified Party”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any Indemnified Party as a result of any claim or proceedings brought by a third party against an Indemnified Party in connection with any content or material uploaded or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of the Portal or our other services.
- 11.5 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.
- 12.1 We will send all notices and other communications to you at the email address that you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address.
- 12.2 All notices from you to us (including termination notices) must be sent to the following email address:
- 13.1 The laws of Malaysia govern this Agreement.
- 13.2 Each party submits to the exclusive jurisdiction of the Courts of Malaysia.
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