means your account opened with MORR in connection with the MORR Platform and or MORR Web/Mobile Application
means identification in respect of the Account (including without limitation Account’s username and password, contact details, and/or other details contained in the Account);
means the Consumer Protection Act 1999;
means the Goods and/or Services made available for redemption or are redeemed by the Account in exchange of Points (full or partial) as determined by MORR and or its participating merchants from time to time;
Goods and/or Services
means the certificates, vouchers, deals, items, products, goods and/or services: (i) made available or published on or through the MORR Platform (for redemption or sale as the case may be); or (ii) offered or sold by Partners or third party suppliers as determined by MORR from time to time in connection with the MORR platform);
means any information, data, details, contents and/or materials in any form;
“Payment Solutions”or“Payment Services”
Means the payment services made available through the Platform including but not limited to debit cards, credit cards, electronic funds transfers, e-wallets, direct credits, direct debits, digital wallets, internet banking and e-commerce payment systems and any other independent Payment service on the platform used to settle financial transactions through the transfer of monetary value for goods and services or otherwise. As further describe in clause 6
means the participating suppliers and partners in respect of the MORR Platform as MORR may determine from time to time;
means the relevant website, mobile app, mobile site and/or other online platforms owned, managed and/or operated by MORR
means the points earned by or awarded to The Account by MORR in the manner determined by MORR from time to time;
means the Policies developed by MORR or published by MORR on the Platform in connection with the relevant Accounts/Account Owners and this Agreement from time to time (please refer to Clause 6 for more information);
Means the contract/agreement entered into between you and MORR or the relevant seller/supplier/Partner (in connection with utilizing or participating in the MORR application). In respect of the Goods and/or Services (as more particularly described in Clause 5). Unless context otherwise requires, Sale Contracts shall include without limitation the Third Party Sale Contracts;
means the suppliers or vendors engaged by MORR to supply or provide the Gifts;
Third Party Sale Contract
means the Sale Contract entered into or deemed to be entered into between you and the relevant third party seller/supplier/Partner (as more particularly described in Clause 5) in respect of the Third Party Goods and/or Services;
Third Party Goods and/or Services
means the Sale Contract entered into or deemed to be entered into between you and the relevant third party seller/supplier/Partner (as more particularly described in Clause 5) in respect of the Third Party Goods and/or Services;
“user”, “you” or “your”
means the Account, Account Owner and or the user of the Platform and/or Services (as hereinafter defined) (as the case may be); and
“we”, “us”, “our”, or “MORR”
Means MORR Technologies Sdn Bhd [Company Registration No: 202001024312 (1380632-H)].
1.1. This agreement, including all schedules and appendices attached or referred hereto (if any), the terms and conditions contained herein, the Policies and all other relevant rules and information published by us from time to time on the Platform, is an agreement between you and MORR ("Agreement" or "Terms and Conditions").
1.2. This Agreement shall govern your use of the Platform, your Account and your use of all the Platform related services provided by us to you ("Services").
1.3. By accessing, browsing, downloading and/or using the Platform and/or the Services or purchasing any of the Goods and/or Services:·
Registration / Account Creation
2.1. Account Creation is free. Only individuals above the age of twelve (12) may apply for an account creation. You shall submit an application to register an account with us by following the procedures set out in the Platform or such other methods as may be specified by us, subject to these Terms and Conditions and our approval or rejection at our sole and absolute discretion.
2.2. By participating on the MORR platform, you agree and consent to MORR sending you marketing materials, catalogues or other promotional literature to you from time to time.
2.3. Upon successfully registering an account, you will be able to access the Platform and enjoy the relevant services provided by MORR to you subject to these Terms and Conditions. Users may transfer Points allowed by and in accordance with the methods and process permitted by us.
2.4. Except as otherwise expressly prohibited or limited by applicable laws, we may amend, update, modify or supplement the rules and Policies in connection with the MORR application from time to time. Such changes may affect the value of the Points or the ability to obtain certain Gifts. You are responsible for reviewing such rules and Policies published by us on the Platform or notified to you from time to time for the latest rules and Policies in respect of the MORR application
3.1. No person shall own more than one Account. We will assume that anyone using your Account or transacting through your Account is you. You shall be solely responsible for keeping all your Account Identification and all details in connection with your Account confidential and secured at all times and shall immediately notify us of any unauthorized access to your Account. We accept no liability for the disclosure of the Account Identification by you to any third party, whether intentionally or otherwise. We reserve the right to suspend or protect an Account from being accessed if we have reasonable grounds to believe that the security of the particular Account has been breached or is at the risk of exposure. You shall be responsible for maintaining the security of your Account and maintaining settings that reflect your preferences.
3.2. You shall frequently check and verify the correctness and accuracy of all the records and activities in connection with your Account and you shall immediately notify us of any inaccurate records or activities.
4.1. You may purchase certain Goods and/or Services made available or published on or through the Platform for sale or from the relevant seller/supplier/Partner (in connection with utilizing or participating in the MORR application). by paying using the Payment Services (described in Clause 6 below).
4.2. In the event that the Sale Contract in respect of any of the Goods and/or Services made available or published on or through the Platform for sale is deemed to have been formed, usually when you have received the order confirmation, you may not modify or cancel such Sale Contract except with our agreement in writing and on the condition that you shall indemnify us in full against all loss, costs, damages, charges and expenses (including loss of profit) incurred by us as a result of such modification or cancellation.
4.3. At any time before the formation of the Sale Contract in respect of any of the Goods and/or Services made available or published on or through the Platform for sale, we shall be entitled to refuse or cancel your order without giving any reasons despite the fact that your order has been acknowledged by us. If any payment has already been made by you and received by us in relation to an order which has been cancelled for the above reasons, we will refund the same to you.
4.4. You shall honour and perform all the Sale Contracts and carry out all your obligations in connection with the Sale Contracts. You shall observe and comply with all instructions and/or policies as may be published or provided by us in connection with the Sale Contracts. In the event that any conflict, dispute and/or issue in respect of the Sale Contract arises, you shall use your best endeavor to resolve such conflict, dispute or issue fairly and amicably and we shall have the right to retain any sums paid for the relevant Goods and/or Services until a resolution or settlement has been reached.
Sale Contracts entered into between you and MORR
4.5. Unless otherwise stated, the Sale Contracts:
4.5.1. in respect of Goods and/or Services where it is expressly stated in the Platform that MORR is the seller/supplierWill be entered into between you and MORR. In all other circumstances, sub-clause 6 below shall apply.
Third Party Sale Contracts
4.6. Save and except where sub-clause 5 above applies, all Sales Contracts shall be deemed to be Third Party Sale Contracts, which are entered into between you and the relevant third party seller/supplier/Partner (in connection with utilizing or participating in the MORR application). All Third Party Goods and/or Services are offered by the relevant third-party seller/supplier/Partner and we are merely the facilitator of such Third Party Goods and/or Services. To the fullest extent permitted by law, the Third Party Sale Contracts are strictly made between the relevant third party seller/supplier/Partner and you to the full and absolute exclusion of MORR. In this regard, to the maximum extent permitted by law:
4.6.1. all payment made to us in respect of the Third Party Goods and/or Services (if any) are for the account of the relevant third party seller/supplier/Partner (less any administration fees or other fees as may be agreed);
4.6.2. All Information in respect of the Third Party Goods and/or Services is provided by the third party seller/supplier/Partner. While we will use reasonable endeavours to ensure that all such Information is made available to you in its original form supplied to us by the third party seller/supplier/Partner, we do not provide any warranty in respect of such Information;
4.6.3. we makes no representation and/or warranty of any kind as to the Third Party Goods and/or Services and we shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Third Party Sale Contract not directly caused by us;
4.6.4. the relevant third party seller/supplier/Partner shall be solely liable for all claims in relation to and in connection with the Third Party Goods and/or Services, including, without limitation, defective quality and/or inaccurate description of the Third Party Goods and/or Services; and
4.6.5. We shall not in any manner whatsoever be construed, at law or otherwise, to owe a fiduciary duty to you in respect of the obligations on the part of the third party seller/supplier/Partner.
4.7. Notwithstanding the foregoing, in the event that any conflict, dispute and/or issue in respect of any of the Third Party Sale Contracts arises, we shall be entitled to, but not obliged to, intervene or take part in the resolution of such conflict, dispute and/or issue in order to protect our goodwill and reputation at our sole and absolute discretion.
5.1. The use of the Platform and/or the Services, the Account and the Sale Contracts shall be subject to the Policies as may be developed and imposed on the relevant users by us from time to time. Without limiting the generality of the foregoing, the following Policies shall apply to the relevant users:
5.1.1. Cashback Policy
5.1.2. Account Policy
6.1. Unless otherwise stipulated or permitted by us, all payment required to be made by you in respect of the Goods and/or Services made available or published on or through the Platform shall be made via any of the Payment Services made available on the Platform by following the payment process set out on the Platform by respective Payment Services. The price payable in respect of the Goods and/or Services made available or published on or through the Platform shall be as stipulated on the Platform. You may also pay for the purchase of certain Goods and/or Services not made available or published on or through the Platform (as may be determined by us from time to time) by using the Payment Services made available on the Platform.
6.2. By using the Payment Services, you may be entitled to certain MORR Benefits as may be determined by us from time to time.
6.3. The Payment Services are provided and operated by a third party payment service provider engaged by us and all payments made via such Payment Services are subject to the specific terms and conditions applicable to the Payment Services imposed by the third party payment service provider in addition to this Agreement. For the avoidance of doubt, the terms governing the Payment Services will be based on:
(i) the payment method selected by you; and
(ii) the agreement between you and the relevant financial institution, credit/debit card issuer and/or other relevant payment service provider. To the maximum extent permitted by law, we disclaim all liabilities associated with the security of the Payment Services. All disputes in respect of payment shall be resolved between you and the relevant financial institution, credit/debit card issuer or other relevant payment service provider (based on your selected payment method).
6.4. Please note that as the Payment Services are not operated by us, any payment dispute or fraud in connection with the payment made via the Payment Services will be referred to the relevant third party payment service provider. To the fullest extent permitted by law, we shall not be made responsible for any payment dispute or fraud not directly caused by us.
7.1. Risk of damage to or loss of the Goods and/or Services shall pass to you at the time of delivery/Pickup, if you wrongfully fail to take delivery/Pick up of the Goods and/or Services, the time when delivery/pickup of the Goods and/or Services has been tendered. Unless otherwise agreed by us, we shall not be liable for any damage to or loss of the Goods and/or Services from the time when risk passes to you.
Third Party’s Information, Goods and/or Services
8.1. We may facilitate Information, promotion, Gifts, services and/or goods offered, made available or to be supplied to you by third parties (“Third Party Information, Goods and/or Services”). All such Third Party Information, Goods and/or Services are offered, made available or supplied to you by the relevant third party and we are merely the facilitator of such Third Party Information, Goods and/or Services. To the fullest extent permitted by law, including without limitation the Act
(i) all contracts in connection with the Third Party Information, Goods and/or Services (where applicable) are strictly made by and between you and the relevant third party to the full and absolute exclusion of us; and
(ii) we make no representation and/or warranty of any kind as to such Third Party Information, Goods and/or Services and and we shall not be made liable or responsible to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Third Party Information, Goods and/or Services not directly caused by us, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant third party.
8.2. You are advised to take the necessary measures to confirm and verify the accuracy of such Third Party Information, Goods and/or Services with the third party seller/supplier.
9.1. You shall comply with the Terms and Conditions contained in this Agreement and you shall:·
9.1.1. comply with all applicable law, regulations, and all rules, policies, guidelines and instructions as imposed or may be imposed by all relevant statutory/governmental bodies and/or authorities from time to time; and
9.1.2. comply with all guidelines, rules, policies, instructions and procedures in connection with the Sale Contracts, the Platform and/or the Services as published/imposed or may be published/imposed by us from time to time.
9.2. The Platform (including without limitation the underlying software of the Platform where relevant), the Services and/or all Information contained on, in or made available through the participation or utilization of the Platform and/or the Services shall be collectively referred to as the “Platform/Information”, and reference to “Platform/Information” shall include any part thereof. Except as expressly set out in this Agreement or expressly authorized by us in writing, you shall not and shall not attempt to, whether by yourself or by allowing any third party to:·
9.2.1. copy, distribute, recreate, and/or disseminate the Platform/Information or any part thereof for any purposes other than for normal non-commercial use or where it is necessary for the purpose of back-up or operational security;·
9.2.2. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform/Information or any part thereof;· 9.2.3. make alterations or modifications to the whole or any part of the underlying software of the Platform, or permit the underlying software of the Platform or any part thereof to be combined with, or become incorporated in, any other programs;·
9.2.4. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform. The Platform/Information shall not be commercialized in any manner whatsoever;·
9.2.5. use the Platform/Information for any purposes other than for the purpose of and to the extent permitted under this Agreement. For the avoidance of doubt, you shall not use the Platform/Information in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;·
9.2.6. use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform/Information and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system. You shall continuously operate nationally recognised or reasonable virus scanning software to ensure that your system that integrates with or connected to the Platform/Information does not contain any virus or any other contaminant;·
9.2.7. misuse, abuse or hack into any aspect of the Platform/Information in any manner whatsoever or otherwise compromise the integrity of our software or systems. You shall not access data or Information not intended for you, including without limitation logging into a server or an account which you are not authorised to access;· 9.2.8. send, publish or advertise any unsolicited advertising or promotional content through or on the Platform or any part thereof without our written permission;·
9.2.9. use the Platform/Information in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users’ use and enjoyment of the Platform/Information in any manner whatsoever. For the avoidance of doubt, you shall not
(i) take any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
(ii) scan, test or tamper with the security or configuration of the Platform or otherwise breach any security or authentication measures; or
(iii) overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform;·
9.2.10. collect, share or harvest any Information from the Platform/Information or our systems (normal non-commercial use excepted) or attempt to decipher any transmissions to or from the servers running any of the Services except in such a way which is permitted by this Agreement or other agreements you have with us;·
9.2.11. engage in any conduct which will violate any law or infringe our Intellectual Property Rights (hereinafter defined) or those of any third party in relation to your use of the Platform and/or Services;·
9.2.12. access, monitor, or copy any content from the Platform/Information using any “robot,” “spider,” “scraper” or other automated means or any manual process;·
9.2.13. bypass or circumvent measures employed to prevent or limit access to the Platform/Information; and·
9.2.14. create any hyperlink or deep link to the Platform from any other website or platform.
9.3. You shall ensure that all Information made available by you to us is accurate, original, authentic, complete, current, kept up-to-date (to the extent necessary for the purpose of this Agreement), reliable and will not infringe the Intellectual Property Rights of any third party. You shall not falsify any Information.
9.4. You shall not transmit or post or cause to be transmitted through or posted on the Platform and/or the Services or any part thereof any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or third party rights.
9.5. By submitting or uploading or allowing us to upload any Information on or through the Platform and/or the Services, save and except for any Personal Data which is to be processed in accordance with the Privacy Notice, you automatically grant, or warrant that the owner of such Information has expressly granted, us the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform.
9.6. Without prejudice to other rights we may have under this Agreement or in law, in the event that you are found to be in breach of any of the terms contained in this Clause:·
9.6.1. we shall be entitled to immediately suspend or terminate:
(i) any pending Sale Contracts; and/or
(ii) use of the Account or the Platform/Information;·
9.6.2. we shall have the right to remove any Information submitted, uploaded or transmitted by you to or through the Platform (if any); and·
9.6.3. you shall indemnify us in full and hold us harmless against all claims, loss, costs, damages, charges and/or expenses (including loss of profit) incurred and/or suffered by us as a result of such breach.
Warranties and limitation of liability
10.1. We warrant that we will exercise reasonable care and skill in performing our obligations under these Terms and Conditions.
10.2. In relation to the use of the Platform/Information, we do not warrant (to the maximum extent permitted by law) that:·
10.2.1. the functions contained in the Platform/Information will meet your requirements;·
10.2.2. the operation of the Platform/Information will be uninterrupted (maintenance works will be carried out from time to time);·
10.2.3. any Information (or messages) transmitted via the Platform will be transmitted in a timely manner;·
10.2.4. the Platform/Information is error free; and·
10.2.5. the Platform/Information is free of viruses or other technologically harmful threats. You shall be responsible for implementing all necessary security measures or appropriate scanning and protective mechanisms for the security of your devices, programs and information.
10.3. MORR’s Partners, Suppliers and other relevant third party suppliers/sellers do not have any authority, express or implied, to make any representation, warranty or statement on behalf of MORR.
10.4. Notwithstanding anything contained herein and to the maximum extent permitted by law and the Act:·
10.4.1. the Platform and Services contained on, in, or available through the Platform and/or Services are provided on an "as is" and “as available” basis, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions, including without limitation warranties as to fitness for purpose and non-infringement with respect to such Platform and Services save and except as otherwise expressly provided herein;·
10.4.2. in no event shall MORR or its affiliates be liable for any indirect, incidental, punitive and/or consequential damages and/or loss of profit, goodwill, production and/or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or MORR had been advised of the possibility of same incurring; and·
10.4.3. MORR’s maximum and cumulative total liability (including without limitation any liability for acts and omissions of its representatives) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, misrepresentation and any other damages and/or losses (“Claims and Losses”) howsoever arising under this Agreement shall not exceed:·
10.4.3.1. in respect of Claims and Losses in connection with the Sale Contracts, the purchase price or value of the relevant Sale Contract or RM 50 - RM 250, whichever lower (to the extent that such liability could lawfully be limited under the Act); and·
10.4.3.2. in respect of all Claims and Losses other than the Claims and Losses stipulated in Clause 10.4.3.1 above, RM 50 - RM 250.
10.5. Notwithstanding anything contained herein and without prejudice to our rights and remedies under this Agreement or at law, we shall not be liable in any manner whatsoever for any claims, indemnity, proceedings, demands, suits, liability, loss, damage, costs (including legal fees on a solicitor-client basis) and/or expenses to the extent that such claims, indemnity, proceedings, demands, suits, liability, loss, damage, costs and/or expenses is due to or arises from any of the following:·
10.5.1. any delay on your part in Updating your account Information ;·
10.5.2. any unauthorised use of Account by you or caused or permitted by you;·
10.5.3. Any failure of an account owner to notify (if notification is necessary) the relevant seller/supplier/Partner (in connection with utilizing or participating in the MORR application). that a transaction is a qualifying transaction (for Points);·
10.5.4. any delay/failure of the seller/supplier/Partner (in connection with utilizing or participating in the MORR application). to notify MORR of the details of a relevant transaction. We may, however, assist you with any dispute or inquiry in respect of the relevant transaction provided that you supplied us with the relevant receipt and other information required by us;·
10.5.5. any unauthorised use, sale or redemption of Points by you or cause or permitted by you;·
10.5.6. any loss, theft or damage to any Gift in the course of delivery provided however that we will liaise with and endeavour to resolve any issue with the relevant delivery personnel;·
10.5.7. any Gift not being available for any reason (as Gifts are subject to availability);·
10.5.8. any failure by the Supplier to meet the Terms and Conditions to supply the Gift. In such event, we may assist you in resolving the issue with the Supplier within our capacity;·
10.5.9. any failure, breach, neglect, negligence or omission on your part or any other person for whose acts or omissions you are vicariously liable, whether in tort, contract or otherwise; and/or·
10.5.10. any technical system failure or other factors beyond our control.
11.1. We may place advertisements in different locations on the Platform and at different points during your use of the Platform and/or Services. You acknowledge that the advertisements may relate to third party’s goods and/or services and we shall not be made responsible for any such third party goods and/or services. We shall not be liable or responsible in any manner whatsoever for any claims in connection with the advertisement.
Links To Third Party Sites
12.1. Where the Platform contains links to third party sites and to resources provided by third parties (“Third Party Sites”), those Third Party Sites are merely linked to provide information only and are solely for your convenience. We have no control over and we assume no responsibility for the Information contained in such Third Party Sites and we accept no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites. If you decide to access any of the Third Party Sites, you hereby agree to do so entirely at your own risk.
13.1. Each party (its suppliers, contractors, partners and/or licensors (if any)) shall own and retain all its existing rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights (‘‘Intellectual Property Rights’’). Nothing in this Agreement shall transfer or assign any such Intellectual Property Rights to the other party.
13.2. As between MORR and you, all Intellectual Property Rights developed pursuant to this Agreement by MORR (its suppliers, contractors, partners and/or licensors (if any)) shall vest in MORR upon its creation.
13.3. You shall not use our Information in which any of our Intellectual Property Rights subsist without our prior written consent save and except for the purpose of, and only to the extent necessary for the purpose of, performing your obligations under this Agreement.
14.1. "Confidential Information" means all information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party for the purposes relating to or in connection with this Agreement. “Confidential Information” shall not include information that:
(i) was, at the time of its disclosure, already in the possession of the receiving party and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession;
(ii) is independently developed by the receiving party,
(iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives (hereinafter defined); or
(iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party.
14.2. The receiving party shall not disclose the Confidential Information or any part thereof to any person except
(i) where such disclosure is required by law or the regulations of any securities exchange;
(ii) to its/his/her respective employees, agents, service provider, personnel and/or legal, financial and/or accounting advisors (collectively, “Representatives”) who have a definite need to know such Confidential Information for the purpose of this Agreement; and/or
(iII) with prior written approval of the disclosing party.
14.3. Notwithstanding anything contained herein, we shall be entitled to disclose your Information to the relevant seller/supplier/Partner (in connection with utilizing or participating in the MORR application) and service providers engaged by us for the purpose of this Agreement. You hereby consent and authorises us to forward your relevant Information to the relevant seller/supplier/Partner and service providers.
14.4. All Confidential Information shall solely be used for the purpose of this Agreement.
15.1. You agree to indemnify and hold us, our related corporations, contractors, successors, assigns, and third parties, and each of our and their respective directors, officers, employees and agents harmless from and against all loss, damages, claims, fines, penalties or expenses, including attorneys' fees, arising howsoever from or in connection with any breach, default, omission, misrepresentation, negligence, misconduct, non-observance and/or non-performance of this Agreement by you or on your part or of any other person for whose acts or omissions you are vicariously liable, whether in tort, contract or otherwise.
Termination and Suspension
16.1. Without prejudice to any other right or remedy we may have under this Agreement or at law, we may immediately terminate this Agreement, any Sale Contracts and/or your Account if:·
16.1.1. you are found to be in breach of any of these Terms and Conditions and such breach is not remedied within seven (7) days of our written notice; or·
16.1.2. you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration (including without limitation bankruptcy proceeding) or if a receiving order is made against you or you make any arrangement or composition with your creditors;·
16.1.3. you provide misleading information or makes any misrepresentations to MORR, any Partner or any Supplier;·
16.1.4. you abuse any features made available to you through the MORR Platform·
16.1.5. you engage in any fraudulent activity;·
16.1.6. your Account has been dormant or inactive for a period of twelve (12) months or more; or·
16.1.7. you do not accumulate a minimum number of Points for a period of twelve (12) months which minimum shall be set by MORR at its own discretion from time to time.
16.2. Notwithstanding anything contained in this Agreement and without prejudice to any other right or remedy we may have under this Agreement or at law, we reserve the right to immediately (with or without notice):·
16.2.1. suspend, restrict or cease your access to the Account, the Platform and/or the Services or any part thereof;·
16.2.2. suspend, reverse or cancel any relevant transaction and/or Sale Contracts;·
16.2.3. suspend or deactivate your Account;·
16.2.4. deduct your Points or refuse to record your Points;·
16.2.5. withhold, retain or forfeit any payment; and/or·
16.2.6. forfeit your Gift(s);and shall have no liability or responsibility to you in any manner whatsoever if:·
16.2.7. you are found to be in breach of any of these Terms and Conditions;·
16.2.8. we suspect, on reasonable grounds, that you have committed a breach of these Terms and Conditions;·
16.2.9. you are involved in or attempting to carry out any fraudulent or unlawful activities or acted in an inappropriate, abusive or hostile manner; or·
16.2.10. we are of reasonable opinion that your use of the Platform and/or the Services:
(i) poses a security risk; or
(ii) will cause disturbances to other users or otherwise cause any disturbances to us in providing any services to other third parties.
16.3. Upon the occurrence of any of the risks, breaches or events listed in sub-clauses 16.2.7-10 above, we shall be entitled (but not obliged) to carry out all necessary safety measures, investigation and steps to minimise, remedy or resolve such risks, breaches or events. We may refuse to restore your access or lift the suspension until we receive an assurance from you, in the format that we deem acceptable, that the said risks, breaches or events will be fully eliminated, remedied and/or resolved and that you will take all steps necessary to prevent the same from reoccurring. Without prejudice to our other rights and remedies under this Agreement or at law, in the event that any suspension continues for a period of thirty (30) days or more, we shall be entitled to terminate this Agreement, the Sale Contracts and/or your Account in the event that any of the said risks, breaches or events continue to exist or are not remedied/resolved.
Termination of Account or this Agreement for Convenience
17.1. We shall be entitled to terminate this Agreement and your Account, in whole or in part, with six (6) months' advance notice to all active Account users. If MORR platform is terminated, all unredeemed Points will be forfeited without any obligation or liability, and no MORR Benefits will be honoured, after the expiry of the said notice period.
17.2. An Account Owner may at any time terminate his or her Account by giving notice to MORR. If an Account is closed upon the receipt of the request by the Account Owner to terminate his/her Account, the Account’s entitlement the MORR Benefits will cease.
Effect Of Termination
18.1. Unless otherwise agreed and without prejudice to any other right and remedy we may have under this Agreement or at law, upon termination of this Agreement, Your Account, all relevant Services, your use of the Platform, MORR Benefits and all other rights granted by us to you hereunder shall cease (unless otherwise agreed by us). All Points will also be forfeited. When requested by us, you shall return to us or destroy all our Confidential Information.
18.2. Our right of termination and/or suspension herein shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
19.1. We shall have the right at any time to add, delete, amend or modify this Agreement, or any part thereof, from time to time. Such addition, deletion, amendment or modification shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. You shall immediately notify us in the event that you are not agreeable to any such addition, deletion, amendment or modification, in which case we shall be entitled to terminate this Agreement, the pending Sale Contracts and/or your Account. Any use of the Platform and/or the Services by you after the issuance of such notice shall be deemed to constitute acceptance of this Agreement with such addition, deletion, amendment, or modification.
19.2. We shall have the right at any time to change or discontinue any aspect or feature of the Platform and/or Services.
Availability of the Platform and/or Services
20.1. Maintenance, updating and/or upgrading works may be carried out on the Platform from time to time. The Platform and/or the Services may not be available during the maintenance, updating and/or upgrading works and we shall not be held responsible or liable in any manner whatsoever for such unavailability.
21.1. This Agreement shall be governed by, construed and enforced under, and subject to, the laws of Malaysia and the courts of Malaysia shall have exclusive jurisdiction hereto.
22.1. Neither party shall be liable to the other party or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement, if the delay or failure was due to any cause beyond the party’s reasonable control, including but not limited to:·
22.1.1. fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;·
22.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;·
22.1.3. acts, restrictions, regulations, bye laws, prohibitions, import or export regulations, embargoes or measures of any kind imposed by any governmental, parliamentary or local authority;·
22.1.4. strikes, lock outs or other industrial actions or trade disputes;·
22.1.5. pandemic, virus outbreak or government restraints;·
22.1.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery; or·
22.1.7. Telecommunication, transportation, power supply, network or system disturbances or failures, or breakdown in machinery resulting in the impossibility of the use of any of the aforementioned.
23.1. Nothing in this Agreement shall create, or be deemed to create, a joint venture, partnership or the relationship of principal and agent between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of any/the other party.
24.1. Any term, condition, stipulation, provision, covenant or undertaking (“Provision”, and any reference to Provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall, to the maximum extent possible, continue to apply with the necessary modification in order that the Provision is legal, valid and enforceable provision which most closely reflects the original Provision. Subject to the foregoing, any Provision which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining Provisions contained in this Agreement (which shall not be affected by the illegal, invalid or unenforceable Provision or by its severance herefrom).
Successors and Assigns
25.1. This Agreement shall be binding upon the parties and their permitted legal assigns and successors in title.
26.1. All rights and remedies provided under this Agreement are cumulative and not exclusive of the rights, powers or remedies provided by law independent of this Agreement, unless otherwise provided under this Agreement. Any express statement of a right or remedy shall be without prejudice to any other rights and remedies which are available to the relevant party.
27.1. The covenants, conditions and provisions of this Agreement which are capable of having effect and which shall by their nature survive after the expiration or termination of this Agreement shall remain in full force and effect following the expiration or termination of this Agreement.
28.1. No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach. A provision of right or remedy under this Agreement may not be waived except in writing signed by the Party so waiving.
Assignment, Novation, Delegation And Subcontracting
29.1. You shall not transfer, assign, novate and/or sub-contract any of your rights and/or obligations hereunder to a third party without our prior written consent. We may transfer, assign, novate, and/or sub-contract any or all of our rights and obligations under this Agreement to our affiliates or a third party. In such an event, we shall be entitled to disclose or transfer your data and information to a prospective or actual transferee, assignee or sub-contractor.
30.1. This Agreement (together with any documents referred to herein) constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between the parties, whether oral or in writing relating to the subject matter hereof and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.
31.1. Except as otherwise agreed or provided in this Agreement, all notices and other communications to be given to any party pursuant to this Agreement shall be in writing and shall be valid and sufficient if dispatched or sent in the following manner:
If by MORR to you·
31.1.1. by hand, registered post, courier or other registered postal service to your address in MORR’s record;·
31.1.2. by posting, publishing or sending a notification on or through the relevant Platform (to your inbox or generally on the news feed/other parts of the Platform);·
31.1.3. by email to the email address provided by you;·
31.1.4. by publication in a newspaper; or·
31.1.5. by short messaging services (SMS) to the mobile phone number registered with MORR.
If by you to MORR·
31.1.6. by hand, registered post, courier or other registered postal service to:
MORR Technologies Sdn Bhd [202001024312 (1380632-H)]
Correspondence Address: Menara UOA Bangsar, A-12A-3,
Jalan Bangsar Utama 1, 59000
Kuala Lumpur, Malaysia
+60 10 242 6315
31.2. Notwithstanding anything to the contrary in this clause, notification by way of email, Platform notification and SMS shall not be applicable to or valid with respect to any legal, notices, claims, demands, suits, actions and/or proceedings.
31.3. Notices shall be deemed to have been served (a) if delivered personally, the next business day after it has been delivered; (b) if sent by registered postal service or courier, three (3) business days after dispatch; (c) if sent by e-mail, upon successful delivery of the email and recorded as a sent email; (d) if sent by way of posting, publishing or sending a notification, on or through the relevant Platform or by SMS, immediately upon it being successfully posted, published or sent.
31.4. If deemed service or receipt under sub-clause 3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), such notice is deemed to have been served or received when business next starts in the place of receipt.
In this Agreement, unless the context otherwise requires:(a) words denoting the singular include the plural and vice-versa;(b) words denoting natural persons include bodies corporate and unincorporated;(c) references to any legislation, statutory provision and/or law shall include any subsidiary legislation, guidelines, rulings and/or regulations made under such legislation, statutory provision and/or law and any amendment, substitution, re-enactment, modification and/or replacement made in relation to the foregoing from time to time (“Modification”) so far as such Modification applies or is capable of applying;(d) headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;(e) references to any party to this Agreement or any other agreement or instrument shall include that party's successors and permitted assigns;(f) no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and(g) any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.