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Terms of Agreement  – For Advertisers

  INTRODUCTION
  In consideration of Needs.my (“Needs”) agrees
to publish and advertise the advertisement for you (“Advertiser”) in Needs
website at http://needs.my/. The Advertiser hereby undertakes and
agrees to be bound by the following terms and conditions.
  INTERPRETATION
  The headings of the terms and conditions herein
contained are inserted for convenience of reference only and are not intended
to affect the meaning or interpretation of any of the terms and conditions of
this Agreement
  ADVERTISING
  Advertiser acknowledges and consents to the
listing of contact details, (including but not limited to Advertiser’s
registered telephone number, email address, and/or business address),
pictures, pricing details and promotional details (“Information”) in http://needs.my/
  Advertiser agrees that the listing of Advertiser’s Information in Needs Website does not guarantee any business to the advertiser and is merely a medium through which information is made available to the general public.
  WARRANTY
  The Advertiser warrants that he/she is authorized and entitled to advertise the business service or products described in this Agreement
  The Advertiser is solely responsible for the information and content of the advertisement and warrants that all particulars and information provided in this Agreement are accurate and true in every respect and undertake to immediately notify Needs of any change in such information. The Advertiser shall be solely responsible for ensuring that all licenses, permits, consents, approvals and intellectual property or other rights as may be required for providing the advertisement has been obtained.
  The Advertiser shall ensure that the information and content provided for the advertisement are in compliance with and not in contravention of all applicable laws of Malaysia including but not limited to the Communications and Multimedia Act 1998 or any by­laws, rules, regulations or other subsidiary legislation under such Act, or any directions, order, requirement or instruction whatsoever given by any authority competent to do so under any written law. The Advertiser shall ensure that the information and content for the advertisement will not infringe on any intellectual property rights of any person.
  The Advertiser represents and warrants that the
use, reproduction, distribution or transmission of the advertisement will not
violate any applicable laws, regulations or any rights of any person or third
parties, including but not limited to, such violations as infringement or
misappropriation of any copyright, patent, trademark, trade secret, music,
image, or other proprietary or property right, false advertising, unfair
competition, defamation, invasion of privacy or rights of any person,
celebrity, or any other rights of any person or entity
  TYPES OF
ADVERTISING LISTINGS
  This refers to the kinds of Advertising listings that can be selected by the Advertiser. Needs provides the following kinds of Advertising listings (“Listings”): (i) [ ]; (ii) [  ]; or (iii) Other promotions as may be specified.   The Advertiser agrees that it shall list itself under the Listing which is mentioned in Clause 3 of this Agreement.
  Needs reserves the right to change the aforesaid Listing options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords. In the event the listing applied for is no longer available, Needs shall endeavor to allot similar Listing to the Advertiser. The final decision making power with regard to Listing shall, however, vest in Needs and such decision shall be final and binding on the Advertiser.
  GENERAL TERMS
  The Agreement shall come into effect upon the Advertiser signing and delivering the Agreement to Needs and upon the realization of consideration.  The Agreement will override any previous understanding (whether written or oral) between the Advertiser and Needs on the subject matter hereof.
  The Agreement shall come into effect upon the Advertiser or any authorized agent of the Advertiser signing and delivering the Agreement to Needs and upon the realization of consideration (“Effective Date”). The Agreement shall be valid and effective for 1 (one) year from the Effective Date.
  By agreeing to the terms of the Agreement, the Advertiser shall be deemed to have consented unconditionally to all such addendums and amendments to the Agreement without the requirement of any specific notice or signature thereto.
  PAYMENT
  [ ]
  ISSUANCE OF
INVOICE
  [ ]
  NO GUARANTEE OF
BUSINESS AND NO MARKETING
  “NEEDS” does not guarantee that inquiries/leads will be generated by it for the Advertiser or that any of such inquiries/leads will be converted into business for the Advertiser.
  “NEEDS” is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. Needs’ obligation under the Agreement is limited to the obligations explicitly set out herein and in no event does Needs undertake to generate or guarantee Enquiries or business to the Advertiser.
  PERSONAL DATA
PROTECTION ACT 2010
  (a)  Definition. “Personal Data” means personally identifiable information of an Advertiser who is an individual.   (b) Data Protection. Advertiser agrees that it will comply and will procure warranties from any employees, agents and/or subcontractors that may process the Personal Data to:   (i)   comply with all applicable data protection laws of Malaysia which shall include Personal Data Protection Act 2010;   (ii)  On the request from Needs, provide an up­ to ­date copy of the Personal Data in the format supplied by Needs and within any reasonable time periods required by Needs.   (c)  Integrity and Access to Advertiser’s Own Personal Information. The Advertiser will ensure that personal information and preferences provided to Needs are accurate, complete and up to date. Any modification to the said information can only be done by the Advertiser. For any personal information which cannot be directly rectified, the Advertiser may request Needs to correct such information if it is incorrect/inaccurate or to delete it if it is no longer applicable or not required to be retained. However, Needs reserves the right to decline to process requests which jeopardize the security and privacy of the personal information of others as well as requests which are impractical or not made in good faith.WhereAdvertiser elects to limit Needs’ right to process personal information, Advertiser may directly contact Needs.
  INDEMNIFICATION
  The Advertiser hereby irrevocably undertakes to
indemnify in full and hold Needs harmless from any and all costs, expenses,
losses, damages, liabilities, proceedings, claims and demands (including
agency and solicitors fees, costs and court fees) whatsoever arising out of
or in any way caused by the advertising copy or uploading or posting or
listing of the same in Needs’s website in the event that it becomes necessary
for Needs to institute or defend any legal proceedings of any nature in order
to enforce or protect its rights in respect of or arising from this
Agreement.
  DISCLAIMER
  (a) Advertiser confirms that it will be solely responsible and liable for all matters between User and Advertiser, including but not limited to transactions entered into between such User and Advertiser. (b) In the event of receipt of multiple complaints from the Users regarding the Advertiser or Advertiser’s product/service, Needs reserves the right to discontinue the provision of Service to the Advertiser or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Agreement, Needs may also forfeit the amount lying to the credit of such Advertiser and terminate the Agreement at its sole discretion. (c)  The advertiser also agrees that at no time shall Needs vouch for or guarantee the performance of services or delivery of products by the Advertiser. (d) The Information of the Advertiser wherever appearing in the Website will be as provided by the Advertiser. (e) The classified headings will conform to the standard terms used by Needs. Needs shall have the absolute discretion to change all advertising items to conform to Needs’ practices. (f)  The photo or image is dependent upon the quality of the original supplied photo or image. Small or fine text especially used as reverses or color text may not always be legible when the same has been uploaded in the Website. (g)  Needs reserve the right to remove the advertising item at any time if Needs is of the view of such advertising item contravene with Needs policies and the relevant law.
  LIMITATIONS OF
LIABILITY
  The cumulative liability of Needs for all
damages, losses or other amounts arising in connection with this Agreement
(whether under any indemnity or for contractual damages whether in contract,
tort, negligence, strict liability or towards performance or non-performance
or otherwise) shall not exceed the total fees paid  by Needs to the Advertiser under this
Agreement.
  TERMINATION
  This Agreement may be terminated by giving
thirty (30) days prior written notice by either Party if:
(i)    
any of the warranties and representations under Clause 3 are untrue;
or
(ii)   
it is required by law; or
(iii)  
winding up petition has been served to the other party; or
 (iv) 
if the other party becomes insolvent or bankrupt, assigns all or a substantial
part of its business or assets for the benefit of its creditor(s), permits
the appointment of a receiver or a receiver and manager for its business or
assets, or becomes subject to any legal proceedings relating to insolvency,
reorganisation or the protection of creditors’ rights or otherwise ceases to
conduct business in the normal course; or
(v)  
upon occurrence of a Force Majeure event, which continues for a period
of thirty (30) days; or
(vi)  
either party commits a material breach of this Agreement which is not
capable of remedy; or
(vii) 
the other party breaches this Agreement and the defaulting party has
been given a written notice specifying the act of default and required to
rectify the default within fourteen (14) days of the notice; and the
defaulting party failed to so rectify or remedy the breach.
  NOTICES
  Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by Needs/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.
  MODIFICATION OF
AGREEMENT
  Needs reserves the right to change the terms of the Agreement at any time without any prior notice to the Advertiser. Changes to the terms of the Agreement shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by Needs,.
  GOVERNING LAW
AND DISPUTE RESOLUTION
  These Terms shall be governed and interpreted solely in accordance with the laws of Malaysia.
  Any dispute, controversy or claim arising out of this Agreement shall be settled by arbitration in accordance with the AIAC Arbitration Rules. The seat of arbitration shall Kuala Lumpur and the English language shall be used as the language in the arbitral proceedings. The award of the Arbitration shall be final and binding on the Advertiser and Needs.
  NON-WAIVER
  Failure by either Party to enforce any provisions of these Terms at any time shall not constitute a waiver of each Party’s rights to enforce the breach of such provision or any other provision in these Terms or as a waiver of any continuing, succeeding or subsequent breach of any provisions of these Terms.
  FORCE MAJEURE
  In the event of any delay or failure of
performing either Party’s obligations herein due to act of God, fire, flood,
storm, earthquake, riots and civil commotions, act of government, war,
strikes or lockouts not attributed to any act or omission by that Party  or other perils outside and beyond the
Party’s control (“Force Majeure”), neither Party shall be liable for failure
to perform any of its obligations under this Agreement if such delay or
failure is caused by a Force Majeure 
event.
  The party seeking to rely on Force Majeure shall so declare to the other Party in writing no later than twenty-four (24) hours from the occurrence of such Force Majeure event. Within seven (7) days from such occurrence,  such Party shall inform the other Party the full details of such Force Majeure event, probable duration and steps currently undertaken by such Party to remedy the situation suffered by reason of such Force Majeure event. The other Party may require an independent audit to be conducted into such Force Majeure event.
  Should the Party relying on Force Majeure event fail to remedy such Force Majeure event to enable its reasonable compliance of its contractual obligations hereinafter two (2) calendar months from the date Force Majeure was first declared, the other Party shall be at  liberty to terminate this Agreement with immediate effect by providing written notice to such Party. Upon termination by reason of Force Majeure, each Party shall bear its own expenses and neither Party shall have any claims against the other except for obligations arising prior to such Force Majeure event.
  SEVERABILITY
  If any provision of this Agreement becomes invalid, illegal and unenforceable in any respect under the law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired
  STAMP DUTY
  The Advertiser shall bear all costs and expenses incurred by Needs in enforcing this Agreement or in bringing any action or proceeding to recover any money, costs, and expenses due and payable by the Advertiser to Needs. The stamp duty shall be payable by the Advertiser.
  INSTRUMENTS
  This Agreement is executed in duplicate copy and the Advertiser has retained a copy of this Agreement, both copies shall constitute as original copies.