1.1 "The Company" means LetChat Communication. and its divisions, subsidiary companies and any other marketing or trading names in use.
1.2 "The Member" means any person, firm, company or other legal entity which places an order, or buys any Products from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
1.3 "Products" means digital platform known as "Virtual Terminal System" and/or other products agreed to be supplied by the Company to the Member.
1.4 "Package" means User Package and/or Silver Package and/or Gold Package and/or Diamond Package and/or Premium package which offered by the Company to the Member as platform for online business systems usage.
1.5 "User Package" means an account of 20PT which equivalent with 0BV.
1.6 "Silver Package" means an account of 100PT which equivalent with 80BV.
1.7 "Gold Package" means an account of 500PT which equivalent with 400BV.
1.8 "Diamond Package" means an account of 1000PT which equivalent with 800BV.
1.9 "Premium Package" means an account of 5000PT which equivalent with 4000BV.
1.10 "PV" means point value provided by the Company.
1.11 "Percentage of Profit" means any percentage as reflected in the respective package.
1.12 "Materials" means any information in the form of printed and/or digital as published by the Company.
1.13 "Reload Top-up" means an electronic top-up system for prepaid user of cellular operators and internet service provider.
1.14 "Maintenance Charges" means a charge imposed by the Company for each and every Virtual Terminal System on monthly basis.
1.15 "Account" means referring to any registered Products in the name of the Member as stated in the system.
1.16 "Terms and Conditions" means these terms and conditions of contract.
1.17 "Developer" means a third party company who develop the Virtual Terminal System and its related technical, application and system.
2.1 These Terms and Conditions shall be incorporated into the agreed contract and shall apply in place of and prevail over any terms and conditions contained or referred to in any communication from the Member or implied by trade, custom or practice or course of dealing. Other purported terms and conditions which the Member seeks to impose or incorporate are expressly rejected by the Company.
3.1 All payments made by the Member to the Company are SOLELY act as capital to operate the "Virtual Terminal System" to run the online business.
3.2 For the User Package of 20PT which is equivalent to 0BV, a User Member will receive 10PV Reload which entitles user to earn 0% percentage profit for each and every reload top-up transactions sold.
3.3 For the Silver Package of 100PT which equivalent to 80BV, a Silver Member will receive 50 PV Reload which entitles Silver user to earn 3% percentage profit for each and every reload top-up transactions sold.
3.4 For the Gold Package of 500PT which equivalent to 400BV, a Gold Member will receive 100 PV Reload which entitles Gold user to earn 4% percentage profit for each and every reload top-up transactions sold.
3.5 For the Diamond Package of 1000PT which equivalent to 800BV, a Diamond Member will receive 300 PV Reload which entitles Diamond user to earn 5% percentage profit for each and every reload top-up transactions sold.
3.6 For the Premium Package of 5000PT which equivalent to 4000BV, a Premium Member will receive 300 PV Reload which entitles Premium user to earn 7% percentage profit for each and every reload top-up transactions sold.
3.7 By placing an order with the Company either via the Company's telesales department or the Company's website, the Member is offering to purchase the Virtual Terminal System on the basis of these Terms and Conditions. The Contract shall be formed when the Company acknowledges acceptance of the Member's payment and/or account upon duly registered in the name of the Member accordingly.
3.8 The Member is responsible for ensuring that the terms of any particular are complete and accurate.
3.9 No pricing made available to the Member in any way shall constitute an offer and the Company may amend its prices at any time. Prices are quoted exclusive of any variation which shall be changed if applicable.
3.10 The Contract is subject to availability of system which supplies by the Developer and the Company reserves the right to vary or alter the specification of Products without any prior notice.
3.11 The Contract constitutes the entire agreement between the parties and the Member acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, the Company which is not set out in the Contract.
3.12 Any drawings, descriptions or serving suggestions contained in the List or any other of the Company's brochures or on the Company's website are produced for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract or have any contractual force.
3.13 The Company shall bind solely on any information, statement, promises or representation in any material printed and/or digital issued by the Company accordingly. Any other material and/or information in printed and/or digital form issued by other's party(ies), individual and/or company and/or leader and/or team shall not bind the Company in any manner whatsoever.
3.14 Any problem, issue and/or complain shall be notify and/or inform to the Company in accordance to the manner as set by the Company. The Company shall take any action which may deem fit to the Member in the event the Member act and/or issue any information, statement or representation in any material printed and/or digital in the manner to induce and/or intent to degradation the Company reputation, good name and/or good will in any manner or platform.
4.1 The Member's cooling off period begins 10-day from the date the said account duly registered in the system. In the event the Member request to cancel the said account within the stipulated period, the Company will cancel and refund the money back after deduct a total sum of 80% from the sum paid without any further notice or negotiations.
4.2 The Company shall not be responsible for any loss of business to the account sustained whilst on Member's premises and control if such loss of business arises as a consequence of the condition of the Member's premises or the act, default or omission of the Member or its representatives.
4.3 Title in the Products shall not pass to the Member until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to the Company from the Member on any account.
4.4 The Member are not allow or permit to transfer, sell, assign and/or authorized to any other member and/or any third party and the Company shall not bind and/or responsible to any problem(s) incur due the said transaction in future.
5.1 Failure to pay by the due date shall entitle the Company to suspend the said account and other unexecuted or future orders. The time for payment of the price of the Products shall be of the essence.
5.2The Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.
5.3If payment is not made in accordance with this Condition, the Company reserves the right to charge Statutory Interest on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Member.
5.4The Company reserves the right in its absolute discretion to refuse to grant credit.
5.5The Company may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Member against any amount payable by the Company to the Member.
6.1The Company shall not be liable for any loss or damage whatsoever arising as a result of a delay or failure to deliver the system by a particular date or arising as a result of any cause beyond the Company's control, including any force majeure event or the Member's failure to provide adequate delivery instructions. Time for delivery shall not be of the essence unless otherwise agreed by the Company in writing.
6.2If the Member fails to take delivery or fails to give the Company adequate information at the time stated then without prejudice to any other right or remedy available to the Company, the Company may take action which the Company deem fit to do so.
6.3Any delay in registration of any account not entitle the Member to cancel any other account.
7.1The Member must check that the said "Virtual Terminal System" package, quantity and specifications of Products delivered correspond with the Contract. The Member shall observe the said account in the manner and purpose as agreed therein.
8.1The Contract may not be cancelled by the Member without the written consent of the Company. The Company reserves the right upon consent being given to levy a cancellation charge of not less than 20% of the Products which are the subject of the Contract to cover the Company's losses arising from the cancellation. Virtual Terminal System and Reload Top-up ordered on behalf of the Member cannot be returned, unless the cellular operator and internet service provider agrees to accept them.
9.1In the event that the Member makes any voluntary arrangement with its creditors, proposes to enter into a company voluntary arrangement, enters into administration, is unable to pay its debts as they fall due, makes application to a Court to suspend enforcement action against it, goes into liquidation (in the event that the Member is a company) or becomes insolvent, enters into a trust deed or voluntary arrangement for the benefit of its creditors (in the event that the Member is an individual or firm), or if the equivalent occurs under any jurisdiction; or
9.1.1an encumbrance takes possession of, or a receiver or administrative receiver is appointed over, any of the property or assets of the Member; or
9.1.2the Member suspends any payments hereunder or ceases, or threatens to cease, to carry on business; or
9.1.3the Company reasonably considers that any of the events mentioned above is about to occur in relation to the Member and notifies the Member accordingly; then without prejudice to any other rights or remedies available to the Company, the Company shall be entitled forthwith to cancel the Contract or suspend any further account under the Contract without any liability to the Member and if the Products have been delivered but not paid for, the price shall become immediately payable notwithstanding any previous agreement to the contrary.
10.1The Company gives no warranties in respect of the system. The Company will to the extent that it is able at the sole cost and expense of the Member assign or make available to the Member the benefit of any warranties or guarantees relating to the system obtained from the Developer thereof.
11.1The Company limits its liability to the maximum extent permitted by law.
11.2Member is given a grace period of 90 days from the date of the respective accounts duly registered to upgrade the said account accordingly.
11.3The Company shall have no liability for any loss or damage suffered by the Member or any other person due to their own act as a consequence of any defect in any Product caused by abnormal conditions of storage, treatment or handling or any negligence or wrongful act on the part of the Member or its employees or agents;
11.3.1For any loss of profit, loss of sale, loss of goodwill, loss of reputation, loss of customers and any other similar indirect or consequential losses caused by the Company's negligence or other wrongful act on the Company's part or that of its employees or agents or otherwise;
11.3.2For any failure by the Company to perform any of its obligations in these Terms and Conditions caused by circumstances beyond its reasonable control.
12.1Copyright and all other intellectual property rights in the Products shall remain at all times the property of the Company. The Member shall acquire no rights in the Products except as expressly provided for in these Terms and Conditions.
12.2The Member may not reproduce, copy, duplicate, transmit, publish, display, distribute or sell any material from the Company websites. The Member may not use the Company websites or their content for any commercial purpose; including the collection and use of any listings, descriptions, prices, make any derivative or commercially exploitative use of this website or its content, download or copy account information, use any data mining, robots or similar data gathering and extraction tool without the explicit written consent of the company. Any unauthorised use terminates any permission's granted.
13.1In at any event the Member shall be required to complete a particular as need for the Company to complete the registration and related course and the Company shall purchase Member points at the price agreed with and on the basis of the Company's terms and conditions of purchase from time to time in force.
14.1Any variation to the sell and purchase price of exchange rate will only be accepted by the Company on date of submission without any further notice.
15.1The Company reserves the right to defer the date of delivery or reduce the volume of Products ordered by the Member or to cancel the Contract without liability to the Member if it is prevented from or delayed in the carrying out of its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, any failure or delay on the part of the developer of any of the Products to supply the Products to the Company, any strike, lock-out or other industrial action, fire, explosion, flood, closure of motorways or other roads leaving no alternative route, unusually severe weather conditions or unusually severe traffic congestion which could not reasonably have been anticipated leaving no alternative route, loss of power or telecommunications systems or computer failure or breakdown.
16.1The Member undertakes that it shall not at any time disclose any confidential information concerning the business, affairs, customers, suppliers, pricing or other financial information of the Company to any third party whatsoever.
16.2The Member may disclose the Company's confidential information (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations to the Company under the Contract, provided that such employees, officers, representatives and advisors to whom the Customer discloses such information comply in full with this Condition; and (ii) as may be required by law, court order or any government or regulatory authority, provided that the Customer gives as much advance notice of such disclosure to the Company, as possible.
16.3The Member shall not use the Company's confidential information for any purpose other than to perform its obligations under the Contract.
17.1An amount of USD 20 will be imposed as maintenance charges by the Company for each and every "Virtual Terminal System" account registered in the name of the Member.
17.2The said maintenance charges shall be paid by the Member to the Company on monthly basis at the stipulated time and period as inform in the said system. Upon suspension the said account will be lock and no further transaction can be done during the said suspension without prior consent from the Company.
17.3Failure to observe the sub-section 17.1 and 17.2 abovementioned the respective unserved account shall resulted to the suspension of the said account. The said respective account shall proceed to be suspend till and upon the unpaid maintenance served accordingly.
17.4The Company reserves the right to make any change of the amount of the said maintenance charges and/or charge for any costs incurred as a result of the suspended account. The Company shall not be responsible and/or liable for any and all losses, damages and/or misappropriation arising from this suspension and the Member shall indemnify the Company from any liability arising thereof;
18.1The currency exchange value for all the transactions are subject to the following methods and calculations:-
18.1.1the Company will purchase USD 1 equivalent to RM 3.00 offered to the Member;
18.1.2the Company will sell USD 1 equivalent to RM 3.80 offered to the Member;
18.1.3the said rate shall be deemed to be accept and agree till a notice issued by the Company in the future from time to time.
18.2Failure or delay on the part of the Company in enforcing any provision of the Contract shall not be construed as a waiver of any of the Company's rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Member shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.3If any provision of the Contract is found by any Court, tribunal or other administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.4The Company, but not the Member, may assign its rights and obligations under the Contract.
18.5Any written communication given pursuant to the Contract must be sent by pre-paid first class post to the registered office of the addressee or such other address as may have been notified in writing and shall be deemed to have been received by the addressee two days after the date of posting. Any notice alert by the system shall be deemed as notice per se.
18.6The parties to the Contract do not intend that any term of the Contract will be enforceable by any person who is not a party to it.
18.7The Contract shall be governed by the laws of Malaysia and the Company and the Member agree to submit to the non-exclusive jurisdiction of the Malaysia Courts.
18.8If the Member is a partnership the liability of the individual partners to the Company shall be joint and several.
18.9The signature on behalf of a Member who is a limited company by any person purporting to sign with the Member's authority shall bind the Member and the Member shall be liable to comply with the terms of the Contract.
18.10The Member shall be liable to comply with the terms of the Contract and pay for any Products which are ordered using its Member account number.
18.11The Company reserves the rights to change, amend and alter any part of this terms and conditions without prior notice to the Member and the Member hereby agree to be bound by such changes, amendments and alteration.