PARTNER PROGRAMME TERMS

These HAUZ Partner Programme Terms & Conditions (including any modifications, exhibits, and supplements, the “Terms”) contain the terms and conditions that govern your participation in the HAUZ Partner Programme (the “Programme”). The Terms constitute an agreement between the “Partner” accepting these Terms (“you”, “your” or “Partner”) and HAUZ. “HAUZ”, “us” or “we” means (1) Hauz Enterprise Sdn Bhd, if you are located in the Malaysia; (2) HAUZ Technologies Pte Ltd., a Singapore company, if you are located in Asia, India, Australia or New Zealand; if you are located in Europe or in a country or region not otherwise listed in this sentence. These Terms shall apply to Partner’s participation in and receipt of benefits under the Programme.

 

1. PROGRAMME.

1.1 APPLICATION & ACCEPTANCE. You must submit a complete and accurate Programme application through HAUZ Programme website (“www.hauz.com.my/partners”) to join the Programme. The Partner Portal is located www.hauz.com.my/partners. HAUZ may update the location of the Partner Portal at any time and will provide notice of such update to Partners. Acceptance to the Programme and your assignment to membership levels within the Programme are determined by HAUZ. This Programme and your participation in the Programme are non-exclusive. If your application is approved, these Terms take effect when you provide electronic consent to these Terms or, if earlier, on the effective date of the Programme (the “Effective Date”). By providing an application to join the Programme, you represent to us: (a) that you have legal authority to bind Partner to these Terms, and (b) if any of your Affiliates (as defined herein) receives benefits under the Programme, you will be responsible for such Affiliate’s compliance with these Terms. If you are accepted into the Programme, you are eligible to receive benefits described in the Partner Portal in accordance with your membership level as of the Effective Date. An “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, another entity.

1.2 PARTNER PORTAL ACCESS. As a Partner who is accepted into or participates as part of the Programme, you may receive access to portions of the Partner Portal that are not generally available to the public. You may receive access to information, materials, and tools pertaining to HAUZ, HAUZ Affiliates, the Programme, products, software, and services or a combination of both (“Products” or “Solutions”) offered by HAUZ, and Personal Information (as defined herein) (collectively, the “Information”). HAUZ grants you a limited, non-exclusive, nontransferable, non-sublicensable license, as long as you are participating as part of the Programme under these Terms, to access and use the Partner Portal and Information solely in accordance with these Terms. You shall use the Information only for the purposes of the Programme to advertise, offer to sell and sell the Products, and not for any other purpose. Each employee, agent, contractor or other person who represents you or acts on your behalf including, without limitation, by accessing the Partner Portal, shall be considered a “User”. Users are required to accept Partner Portal terms of use in order to access the Partner Portal on your behalf. 

1.3 ASSOCIATED PROGRAMMES. Depending on your eligibility, HAUZ may offer benefits related to your participation in this Programme (“Associate Programme”). Associated Programmes may be subject to additional terms and conditions (“Associate Programme Terms”). Associated Programme Terms are a condition of receiving the benefits of such Programmes. You may participate in one or more Associated Programmes, as may be offered from time to time by HAUZ, however your participation in Associated Programmes is not mandatory and, if you do not accept the Associated Programme Terms for an Associated Programme, you will not be eligible to participate in that Associated Programme or to receive any benefits under the Associated Programme. HAUZ may modify Associated Programmes at any time in its sole discretion subject to the Associated Programme Terms. Your eligibility to participate in Associated Programmes and to receive discounts, payments, or incentives thereunder is subject to the Associated Programme Terms and these Terms. HAUZ has the sole discretion to make payments, recoup, and offset any amounts payable to Partner under Associated Programmes and these Terms, and its decision shall be final. Associated Programme Terms offered under these Terms supersede and replace the terms of any other Programme. however, that the terms of a Programme offered under a Legacy Partner Programme will survive only to the extent, and only until such time, that (a) the performance obligations of the parties under the terms of such Legacy Partner Programme extend past the Effective Date, or (b) you are notified that a Programme offered under a Associate Partner Programme survives past the Effective Date.

1.4 POLICIES. HAUZ may issue and update or modify policies relating to this Programme, such as the Global Partner Data Reporting Policy, from time to time in its sole discretion (each a “Policy” and together “Policies”). Policies are effective when they are made available to you through the Partner Portal or otherwise communicated to you in writing. Policies, or updates or modifications to Policies, will be effective when so indicated within such communications. HAUZ will use its commercially reasonable efforts to provide advance notice of any Policy issuance, modifications, or termination.

1.5 PRECEDENCE. If there are conflicting provisions regarding the interpretation of these Terms with your participation in the Programme the following order of precedence shall prevail to the extent of such conflict: (i) your agreement establishing terms and conditions for the direct purchase of products, services or Products from HAUZ, if applicable, (ii) confidentiality agreements between you and HAUZ (including respective Affiliates), (iii) these Terms, (iv) Associated Programme Terms (unless a different order of precedence is specifically stated in the Associate Programme Terms), and (v) any other additional agreement between you and HAUZ.

 

2. PARTNER OBLIGATIONS. 

2.1 PURCHASES.

2.1.1 You must sell HAUZ Solution in accordance to the known pricing that have been set to ensure no price discrepancy among customers and partners.

2.1.2 You must ensure customer support are at the highest priority. Ensuring no customer are unserved or unhappy with HAUZ Solution.

2.1.3 HAUZ may require that you accept additional terms and conditions as a condition to sell Products outside of your Territory. If HAUZ approves you to sell or support Products outside of your Territory and you do not hold Certifications for such geographic locations, you must resell HAUZ’s support services with the Products subject to applicable law.

2.1.4 If your Territory, HAUZ may offer special price reductions from its standard pricing to meet the prices of a competitor or for deal registration purposes. You are only authorized to use such discounted pricing for specifically identified sales opportunities.

 

2.2 CERTIFICATIONS. You must maintain the Certification necessary to resell and service Products in your designated Territory, subject to applicable law. “Certification” or “Certified” means that Partner has met, and continues to meet, HAUZ’s minimum requirements relating to technical and sales training, service, product demonstration, personnel, and other criteria for specific Products as described in an Partner Programme & Associated Programme, as may be modified from time to time at HAUZ’s sole discretion.

2.3 ADVERTISING & SALES. You must not advertise, offer to sell, or falsely or inaccurately represent the features or functionality of any Solution. You must attach and/or reference your offer for sale to pre-existing product information and unique product identifiers maintained and provided by HAUZ. At the request of HAUZ, you must delete and revise any marketing material in form of brochure or digital posting that is duplicative of content provided by HAUZ or that is incorrect, misleading, or inaccurate.

2.4 POINT OF SALE DATA. You must provide sales information regarding Products in accordance with the HAUZ Global Partner Data Reporting Policy available at the Partner Portal.

2.5 PARTNER LISTING. HAUZ may make available a partner-locator to help the public search for certain HAUZ channel partners as determined by HAUZ. You hereby authorize HAUZ to include your profile and information in the partner-locator, including your company name, logos, address, telephone number, contact names, email addresses, web address, membership level, and capability and offerings. You agree to maintain a current profile in the partner-locator tool. HAUZ is under no obligation to include your details in a partner-locator tool.

 

3. IMAGES, LOGOS, TRADEMARKS & INTELLECTUAL PROPERTY. “Intellectual Property” means any computer Programme, algorithms, knowhow, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, images, logos, marks, names, procedures, processes, technical improvements and any other intangibles. You will use HAUZ Intellectual Property only as permitted by the Programme and the HAUZ Co-Branding Guidelines available at the Partner Portal. You agree that any trademarks, service marks, trade or company names, product and service identifications, internet domains/internet addresses, website designs, logos, artwork and other symbols and devices associated with HAUZ, HAUZ Affiliates, and HAUZ’s Products (the “HAUZ Logo”), as well as any HAUZ owned images, are and shall remain the property of HAUZ or the appropriate HAUZ Affiliate. You acknowledge that any provided images and artwork of Products or services are copyrighted by HAUZ or HAUZ Affiliates and you will not alter these images or use them outside of the context in which they were provided to you. Your use of the HAUZ Logo and HAUZ-owned images shall be in conformance with these Terms and the HAUZ Co-Branding Guidelines available at the Partner Portal and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from your use of the HAUZ Logo shall inure solely to the benefit of HAUZ. At HAUZ’s request, you will transfer to HAUZ any domains owned by you that incorporate a trademark, or a confusingly similar variation thereof, of HAUZ. You will refrain from questioning or challenging the rights claimed by HAUZ and HAUZ Affiliates in or to HAUZ Intellectual Property or assisting any other(s) in any way in doing so.

 

4. PARTNER PROGRAMME ADMINISTRATION. If you are eligible to participate in an Partner Programme or other Programme offered to you by  HAUZ under these Terms, during the period these Terms are in effect and for a period of two years (2) years thereafter, you will maintain legible, accurate and complete books and records concerning these Terms and your activities regarding your participation in such Programme. Upon HAUZ’s request, you will cooperate with HAUZ and assist HAUZ with any audit, review, or investigation (“Review”) relating to an Partner Programme or other Programme offered under these Terms, and in which you participate, in accordance with the HAUZ Global Partner Data Reporting Policy available at the Partner Portal. HAUZ is not obligated to offer Programmes to Partner and HAUZ may deny any claim for an Associated Programme offered under these Terms that it believes, in its sole discretion, does not conform to these Terms or the Associated Programme Terms. HAUZ shall have the right to recoup and offset any amounts payable to Partner under the Programme against any amounts that HAUZ determines Partner owes to HAUZ.

 

5. TAXES. You will pay all applicable foreign, federal, state, or local taxes, fees, fines, penalties and other similar governmental charges, collected or incurred relating to a Programme offered under these Terms and the Programme, excluding any taxes based on HAUZ’s net income. HAUZ may elect to pay applicable taxes on certain amounts paid through Programmes offered under these Terms. HAUZ and you agree to cooperate to qualify for the benefits of any applicable treaty for the avoidance of double taxation and to provide to each other relevant documentation for same.

 

6. CONFIDENTIALITY.

6.1 Confidential Information. You may have access to or be exposed to (through the Partner Portal or other means) Information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, web sitebased, or other forms (collectively, “Confidential Information”). You will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of these Terms, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in these Terms, your confidentiality obligations with respect to Personal Information and trade secrets of HAUZ or HAUZ Affiliate shall never expire (in the case of trade secrets of HAUZ, trade secrets shall remain confidential as long as these remain trade secrets). You may only use the Confidential Information in furtherance of your performance under these Terms. The Confidential Information may only be disclosed to your employees, affiliates, or consultants who have at least an equivalent confidentiality obligation as set out in this Section, and who have a genuine need to know such Confidential Information for your performance under these Terms. You agree to not: (i) divulge any Confidential Information or any information derived therefrom to any third person; (ii) make any use whatsoever at any time of any Confidential Information except as expressly permitted hereunder; (iii) reverse engineer, disassemble, or decompile any software, or other tangible objects that embody the Confidential Information; (iv) copy the Confidential Information, except as required to accomplish the intent of these Terms; and (v) reproduce the Confidential Information without including all of the original confidentiality or proprietary rights notices or legends, if any. These confidentiality obligations do not apply to any Confidential Information that: (a) you can demonstrate was in your possession before your receipt from HAUZ; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Confidential Information, you agree to give HAUZ reasonable notice in advance. You acknowledge that damages for improper disclosure of Confidential Information may be irreparable and that HAUZ shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

6.2 Personal Information. You represent that you have permission from all of the applicable individuals to use and disclose Personal Information and you hereby grant HAUZ permission to use and disclose such Personal Information for the purposes of conducting the Programme and any Programmes in accordance with these Terms and any applicable laws. As used in these Terms, the term “Personal Information” means any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to your employees’ names and contact information. 

6.3 Privacy Policy. Information collected by HAUZ about your business will be treated in accordance with the HAUZ Privacy Policy available at www.hauz.com.my/termscondition or the equivalent “Privacy Policy” available for your Territory. You agree on behalf of yourself and behalf of each User that HAUZ may send communications to you and your Users in relation to this Programme. If you or a User no longer wishes to receive our communications, you or the User may opt-out of receiving them by following the instructions included in each communication (if applicable); by emailing us at sales@hauz.com.my; or by contacting us through the Partner Portal. HAUZ and Partner may enter into a Data Processing Addendum to these Terms which shall govern any data processing performed in relation to the Programme (“DPA”).

 

7. COMPLIANCE.

7.1 General. Each of HAUZ and you shall be responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these Terms and the DPA. 

7.2 Compliance with Anti-Corruption and Anti-Bribery Laws. You shall refrain from any activity in connection with these Terms that would constitute a violation of applicable anti-corruption laws, including, without limitation, (i) The Malaysian Anti-Corruption Commission Act 2009. You represent and warrant that neither you, nor any of your employees, subcontractors, nor any third party acting or purporting to act on your or your subcontractors’ behalf has: (a) violated or is in violation of any applicable anti-corruption or anti-bribery law; (b) made, offered to make, promised to make or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment kickback, or other payment or gift of money or anything of value to any officer, employee or ceremonial office holder of any government or instrumentality thereof including, without limitation, any entity owned or controlled by any government, any political party or supra-national organization, any political candidate, or other person who is connect or associated personal with any of the foregoing (“Government Official”) or any person that is prohibited under the Anti-Corruption Laws or otherwise for the purpose of influencing any act or decision of such payee including, without limitation, such payee to do or omit to do any act in violation of his or her lawful duty, securing any improper advantage or inducing such payee to use his or her influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality or otherwise to secure any improper advantage (“Prohibited Payments”); or (c) been subject to any investigation by any governmental entity with regard to any actual or alleged Prohibited Payments. If you are charged with, or receive notice of, a potential violation of, or non-compliance with, any anti-corruption law, you shall promptly notify HAUZ of such charges or notification in writing. You further warrant, and shall so certify in writing to HAUZ, upon request, that your business practices are in conformity with the requirement of this Section.

7.3 Anti-Money Laundering. You represent and warrant that the operations of Partner and its subsidiaries are and have been conducted at all times in compliance with anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to you and you subsidiaries (“Money Laundering Laws”) and no action, suit or proceeding is before any court or government agency or body involving you or your subsidiaries with respect to Money Laundering Laws.

7.4 Reporting. You agree to promptly report to HAUZ any concerns you may have with any of HAUZ’s business practices by calling per instructions at the following No: +603 2773 4503 You acknowledge that HAUZ may conduct, and Partner will comply, with any reviews and investigations of Partner under this Section.

7.5 Training. You agree and acknowledge that you will provide reasonable training related to compliance with Anti-Corruption Laws and Money Laundering Laws to all of your employees performing services in connection with these Terms or in relation to the Products, and export control training to all employees involved in the export or shipment of the Products. 

7.6 Compliance Programme. Partner shall maintain an anti-corruption compliance Programme and adequate internal financial and management controls and procedures that are reasonably designed to monitor, audit, and detect and prevent Prohibited Payments and any direct or indirect use of the proceeds that does not comply with applicable law. At HAUZ’s request, Partner shall certify in writing to HAUZ that it has complied with this Section and Partner agrees and shall permit HAUZ and/or its authorized representatives to inspect and audit all records related to Partner’s work performed for or on behalf of HAUZ or in connection with its sale, marketing and distribution of Products to determine compliance with, and controls related to, without limitation (i) Money Laundering Laws; and (ii) Anti-Corruption Laws, including, without limitation, with respect to: (a) the effectiveness of its compliance Programme, compliance training and code of conduct; (b) payments made to government officials, customers or potential customers, whether directly or indirectly; and (c) use of any funds received from HAUZ, directly or indirectly.

7.8 Compliance by Users. You shall ensure that each agent is aware of and is required to comply with these Terms and you agree that you are solely responsible for the acts and omissions of your Users.

 

8. WARRANTY DISCLAIMER. ALL SOLUTION WARRANTIES ARE MADE TO THE END CUSTOMER. SUBJECT TO THE FOREGOING, (I) YOU WILL NOT, AND WILL TAKE MEASURES NECESSARY TO ENSURE THAT YOUR EMPLOYEES DO NOT, MAKE OR PASS THROUGH ANY WARRANTY ON BEHALF OF HAUZ OR ITS SUPPLIERS TO ANY AFFILIATE OR OTHER THIRD PARTY AND (II) HAUZ MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO SOLUTIONS AND THE PARTNER PROGRAMME (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PARTNER PROGRAMME), EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY, RIGHT OR REMEDY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. YOU UNDERSTAND THAT THE PARTNER PROGRAMME DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL HAUZ INFORMATION IS PROVIDED “AS IS”. THERE IS NO WARRANTY THAT THE SOLUTIONS WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY CUSTOMER’S PARTICULAR PURPOSES OR NEEDS. TO THE EXTENT THAT HAUZ CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. YOU ARE SOLELY RESPONSIBLE FOR ANY CLAIMS, WARRANTIES OR REPRESENTATIONS MADE BY YOU, YOUR AGENTS, OR THIRD PARTIES, WHICH DIFFER FROM, OR ARE IN ADDITION TO, THE WARRANTY PROVIDED BY HAUZ TO END USER CUSTOMERS.

 

9. INDEMNIFICATION. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless HAUZ, HAUZ Affiliates, and their respective successors and assigns from any claim, loss, fine, penalty, demand, cause of action, debt, damages, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from any violation by you or any User of these Terms (including without limitation Section 7), any Associated Programme Terms, any other agreement between you and HAUZ or between the User and HAUZ, or any applicable laws or regulations.

 

10. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PARTNER PROGRAMME IS STRICTLY VOLUNTARY. HAUZ SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES ARISING FROM, OUT OF, OR RELATING TO THE PARTNER PROGRAMME, THESE TERMS OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY THEREOF. IN NO EVENT SHALL HAUZ BE LIABLE FOR ANY LOSS OF BUSINESS, INCOME, OR PROFITS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL HAUZ’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM, OUT OF, OR RELATING TO THE PARTNER PROGRAMME OR THESE TERMS EXCEED RM1,000.00 (RINGGIT MALAYSIA). THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER HAUZ KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS, THE REMEDIES SET FORTH HEREIN SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE ANY LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

11. TERMINATION.

11.1 Termination. You may withdraw from the Programme at any time by notifying HAUZ in writing, including any locations designated by HAUZ in the Partner Portal. HAUZ may suspend or terminate your participation in and/or benefits under the Programme (including access to the Partner Portal), in whole or in part, upon written notice to Partner: (i) for any breach of these Terms or any other agreement related to your participation in the Programme, or (ii) for any attempt to impair the integrity of the Programme as determined by HAUZ. In addition, HAUZ, in its sole discretion, may terminate these Terms or Programme (including access to the Partner Portal) in whole or in part, for all participants, or for you alone, without cause, upon thirty (30) days’ notice (notices may be made available by HAUZ through the Partner Portal or be otherwise communicated to you in writing).

11.2 Effect of Termination. Upon termination of these Terms, the license and rights granted hereunder shall terminate completely and Partner shall cease to use Information and Partner Portal and shall promptly destroy, and certify to HAUZ if requested, all tangible copies of the Information in its possession. Nothing in this Section shall limit HAUZ’s rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive. Partner agrees to waive and hereby does waive the benefit of any law or regulation providing compensation to Partner rising from the termination of these Terms and Partner warrants that such waiver is irrevocable and enforceable by HAUZ. 

11.3 Termination of Partner Portal Access. HAUZ has the right to terminate or discontinue access to the Information or Partner Portal, at its convenience, by sending written notice thereof (notices may be made available by HAUZ through the Partner Portal or be otherwise communicated to you in writing).

 

12. MISCELLANEOUS.

12.1 Assignment. You may not assign these Terms or any of your rights under the Programme or these Terms, nor delegate any of your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner without HAUZ’s prior written consent. Any attempted assignment, sub-license, or transfer in violation of the foregoing shall be null and void. Any successor to your company in a corporate transaction may apply as a new partner under these Terms.

12.2 Independent Contractors. You and HAUZ are independent contractors and shall have no authority to bind the other. Neither these Terms nor your participation in the Programme shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party.

12.3 Dispute Resolution. If the parties are unable to resolve any claim, controversy or dispute arising from, out of, or relating to the Programme or these Terms (“Dispute”) following notice of the Dispute to the other party, you may withdraw participation in the Programme without any further recourse from HAUZ. HAUZ may pursue all courses of action available at law or in equity in its sole discretion.

12.4 Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations, in whole or in part, directly or indirectly, during any period if performance is delayed or rendered impracticable or impossible due to reasonably unforeseeable circumstances beyond that party’s reasonable control including, without limitation, epidemic or pandemic, fire, earthquake, storm, flood, power outage, strike, war, act of terrorism, law, export control regulation, instructions of government authorities or judgment of a court (not arising out of breach by such party of the Agreement). 

12.5 Governing Law.

12.5.1    The parties agree that all questions pertaining to the validity and interpretation of these Terms shall be determined in accordance with the laws of Malaysia. Each party irrevocably submits to the exclusive jurisdiction of the Malaysia International Commercial Court all disputes arising out of or in connection with the present contract, including any question relating to its existence, validity or termination.

12.6 Prevailing Party. In any action hereunder, the prevailing party shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, litigation costs, expert witness fees, and damages incurred in connection with such dispute or litigation, including any appeal therefrom, the costs of collection and other relief as may be awarded or ordered.

12.7 Modifications. We retain the right to modify the Programme or any aspect of it, including these Terms, at any time. We will provide Notice of Programme changes through the Partner Portal. You are responsible for regularly checking the Partner Portal, and your continuing participation in, and performance under, the Programme shall be deemed to be your acceptance of such changes as of the effective date of the modifications.

12.8 Severability. If any provision herein is void or unenforceable, you and HAUZ agree to delete such provision and agree that the remainder of the Agreement will continue to be in effect.

12.9 Waiver. HAUZ’s failure to enforce your strict performance of any term herein will not constitute a waiver of HAUZ’s right to subsequently enforce such term or any other term of these Terms.

12.10 References. You shall not directly or indirectly issue or release any written publicity, marketing collateral, press release, or other public announcement, relating in any way to these Terms or your participation in the Programme, or your relationship with HAUZ except to the extent expressly permitted by HAUZ in writing through the Partner Portal or otherwise provided by HAUZ. 

12.11 Entire Agreement. These Terms (including all online terms referenced herein), along with revisions to these Terms or to the Programme as may be posted, from time to time, to the Partner Portal by HAUZ, constitute the entire agreement between Partner and HAUZ regarding the Programme, including but not limited to Associated Programme Terms. Partner expressly disclaims any reliance on statements or representations made by HAUZ that are not embodied in these Terms or on HAUZ’s prior course of conduct.

12.12 Notices. HAUZ may provide notice to Partner under these Terms through the Partner Portal, or by e-mail using the information included in Partner’s profile as must be kept up to date by Partner from time to time and shall be considered effective or received when transmitted to Partner. Partner will provide all notices by mail or courier to HAUZ, A-27, Block A, Centrio Pantai Hillpark, Bangsar South, 59200 Kuala Lumpur, Malaysia, Attn: Partner Programme Coordinator and such notice will be effective when received. A corporate name change of either party shall not require approval by the other party, unless part of a transaction requiring consent under this Section.

12.13 English Language. The parties confirm that it is their wish that these Terms, as well as other documents relating to these Terms, including all notices, have been and will be drawn up in the English language only, provided that a translation in local languages may be provided for reference purposes only.

12.14  Survival. All obligations herein, which by their terms or nature survive termination or expiration of these Terms, will continue thereafter until fully performed.

12.15 Electronic Acceptance. By electronically clicking “I accept” or other similar language, you acknowledge and agree on behalf of Partner that: (i) you have read these Terms, (ii) you are authorized to agree to the terms of these Terms on behalf of Partner, and (iii) each of the terms and conditions of these Terms will be binding and enforceable on and against Partner.H