Last updated: November 26, 2019 13:04
GENERAL TERMS AND CONDITIONS
1.1 Enervive Assets Sdn Bhd (formerly known as MHA59 Assets Sdn Bhd) (Company No. 1251641-D) (“Company”) provides a co-working space known as PLATO, located at 22, USJ Avenue, Jalan USJ Heights 1/1B, 40150 Subang Jaya (“Co-Working Space”). By accessing or using PLATO’s (“Service Provider”) services in any way, you agree to be bound by these general terms and conditions (“General T&C”) without reservation, and further represent that you have read and understood its terms. You hereby agree and acknowledge that "Services" shall refer to your access and use of space (including but not limited to the use of the Service Provider’s website (“Website”) and the available facilities) at the Co-Working Space.
1.2 This General T&C are subject to change, whereby the Service Provider reserves the right to modify, delete or add them at any time deemed appropriate. The Service Provider will send an updated version of this General T&C by way of a notice sent to your registered e-mail. You shall be deemed to have agreed to the changes of the General T&C upon your continued usage of the Services after such changes being notified to you.
1.3 By selecting the Service Provider’s Membership Plans (as hereinafter defined), you agree and consent that this General T&C, as well as any special terms and conditions in respect of the Services provided by the Service Provider, including but not limited to the Membership Plans and House Rules (as hereinafter defined) (“Special Terms”), constitutes an agreement between you and the Service Provider.
1.4 It is specified that certain Services offered by the Service Provider may be subjected to specific terms and conditions and additional guidelines of use to which each user must adhere and must accept to access these Services. In case of contradiction between the General T&C and the Special Terms, the following in order shall prevail:-
i) Membership Plans;
ii) General T&C; and
iii) House Rules.
1.5 You hereby agree to observe, adhere and comply strictly with this General T&C, including all warranties, representations, instructions, whether express or implied of the Service Provider.
2. Registration, Identification & authorization
2.1 Registration is required before you can have the access to the Services provided by the Service Provider. Registration may be made online or over the counter upon walk-in to the Co-Working Space.
2.2 You hereby warrant and represent that the personal details and contact details in relation to your personal identity and/or the identity of a company, body, agency, sole proprietorship, organization or entity you are associated with, is accurate, precise and complete.
2.3 You hereby agree that you are required to present a valid identification for verification purposes, if so requested at any time by the Service Provider.
2.4 You agree that, in any event you are the authorized representative of an individual, agent, sole proprietor, company, organization or entity, you have obtained the lawful authority via written authorization or consent from such individual, agent, sole proprietor, company, organization or entity. You agree not to impersonate or represent intentionally or unintentionally, in any way whatsoever, any third party, individual, agent, sole proprietor, company, organization or entity without lawful authority, or otherwise provide, submit or present any false and/or misleading information to the Service Provider.
2.5 You warrant and represent that you are 18 years of age or older in order to register for an account with the Service Provider. The Service Provider shall reserve the right to refuse registration from any parties below the minimum age set out in this General T&C.
3. Membership Plans
3.1 Upon registration, you can enjoy the Services accorded by the Service Provider, subject to the General T&C. You may choose the Services available based on the following membership plans (“Membership Plans”), of which its specific details and terms and conditions are enumerated respectively under the APPENDIX B herein:
(a) Daily Pass; or
(b) Hot Desk Plan; or
(b) Designated Desk Plan; or
(c) Private Office Plan.
3.2 You acknowledge and agree that the Service Provider reserves its sole and absolute discretion to change, modify, amend, delete, add, and/or update any and all terms of the Membership Plans, including its benefits, deposit, fee rates, payment method, payment obligations at any time, from time to time, and such changes, modifications, amendments, deletion, addition and/or updates will be duly communicated to you via any reasonable means at the discretion of the Service Provider and such changes, modifications, amendments, deletion, addition and/or updates shall take effect immediately upon such notice.
3.3 Invoicing and manner of payment made to the Service Provider are subjected to your choices of Membership Plans as detailed in APPENDIX B herein.
3.4 The accessibility of the Services and facilities offered at the Co-Working Space are also subjected to your choices of Membership Plans.
4.1 You shall be required to pay a refundable deposit of an amount as stated in the Membership Plans (“Deposit”), as security for the due observance and performance by you of the General T&C as well as the Special Terms.
4.2 The Deposit will be refunded to you upon the expiry of your Term, as hereinafter defined, save and except for circumstances under Clause 4.3 below, and PROVIDED ALWAYS that all payments and charges due to the Service Provider in respect of the Services has been duly paid to the Service Provider.
4.3 Without prejudice to other rights of the Service Provider provided under the law, the Service Provider shall reserve the rights to forfeit or set off, as the case may be, the Deposit in the following events:
i) any late or non-payment of Membership Fee (as defined in the Membership Plans);
ii) theft, damage or loss of access cards and keys (“Access Devices”), and any equipment, furniture, fixtures and fittings at the Co-Working Space;
iii) usage of the Access Devices not in accordance with the General T&C and the Special Terms; or
v) termination of the General T&C and the Special Terms for any reasons whatsoever not due to the fault of the Service Provider, as stated under Clause 11 herein.
4.4 The Deposit shall not in any way, be utilised by you as set-off of any payment due and payable during the Term.
5. Term & Renewal of Membership Plans
5.1 This General T&C as well as the Special Terms will take effect starting from the registration date (“Registration Date”) or commencement date of service usage (“Commencement Date”), whichever is applicable, and shall remain valid and legally enforceable throughout the term of your Membership Plans unless terminated in accordance to this General T&C ("Term").
5.2 The Service Provider may, at any time prior to the expiry of your Term, at its absolute discretion, offer you a renewal of the Term, either under the same Membership Plans or otherwise.
6. User’s Covenants
6.1 You hereby represents, warrants and covenants with the Service Provider that throughout your Term at the Co-Working Space:-
i) you shall not use the Services for any purpose that is unlawful or prohibited by the General T&C and the Special Terms. You shall not use the Services in any manner that could damage, disable, overburden, or impair any of the server in the Co-Working Space, or interfere with any other party’s use and enjoyment of any Services at the Co-Working Space;
ii) you shall not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any of the servers or to any of the Services, through hacking, password mining or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you upload or download files that you know or should know are illegal or that you have no rights to;
iii) you have all the requisite legal rights and authority to enter into and abide by the General T&C and the Special Terms, and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party;
iv) you shall not use the Services in connection with lottery contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise) or any similar behaviour;
v) you shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
vi) you shall not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Service Provider’s servers;
vii) you shall not upload, or otherwise make available, file that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
viii) you shall not use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
ix) you shall not upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the computer or property, or the operation of the Services at the Co-Working Space;
x) you shall not download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner;
xi) you shall not restrict or inhibit any other users from using and enjoying the Services;
xii) you shall not cause any nuisance at the Co-Working Space, or violate any code of conduct or other guidelines which may be applicable for any particular Services, including the House Rules;
xiii) you shall not harvest or otherwise collect information about other users at the Co-Working Space, including their email addresses, without the authorization or consent of the disclosing party;
xiv) you shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging in nature to any third party regarding the Service Provider, or any of the Service Provider’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law;
xv) you shall not violate any applicable laws or regulations; and
xvi) you shall not create false identity for the purpose of misleading others.
xvii) You hereby agree to observe, adhere and comply strictly with the Service Provider’s house rules governing your expected behaviour at the Co-Working Space, details of which are stipulated under APPENDIX A herein ("House Rules").
7. No Tenancy and Residency
7.1 Nothing in this General T&C shall be construed as creating a landlord-tenant, lessor-lessee or partnership and as granting to you or your affiliates any title, easement, lien, possession or related rights, tenancy interest, leasehold estate or any property interest at the Co-Working Space, and the parties agree throughout the Term or upon termination or expiration of this General T&C, whichever the case may be, the Co-Working Space shall always remain the property of the Service Provider.
7.2 The Co-Working Space is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at the Co-Working Space.
8. Disputes between the Service Provider and Users
In the event if the Service Provider is without any bad faith, unable to fulfil any promise or reservations made by you due to any unforeseeable circumstances which is beyond the control of the Service Provider, the Service Provider will work with you to reach a mutually satisfactory resolution, which may include the issuance of a refund to you by the Service Provider. The Service Provider shall also be under no obligation to become involved in disputes between you and any third party. In the event of any dispute, the Service Provider may provide the third party's contact information to you so that the two parties may resolve their disputes accordingly.
9. Third-Party Suppliers
9.1 Although the Service Provider displays information about the products or services owned by third-party suppliers and facilitates leads and in some cases make reservations with certain suppliers and affiliate sites, such actions do not in any way imply, suggest, or constitute the Service Provider’s sponsorship or approval of third-party suppliers, or any affiliation exist between Service Provider and third-party suppliers. Although the Service Provider may rate and review the third-party suppliers’ particular products or services based on the Service Provider’s own experiences, the Service Provider shall not be regarded as endorsing or recommending the products or services of any third-party suppliers. You hereby agree that the Service Provider is not responsible for the accuracy or completeness of information it obtains from the third-party suppliers and displays on its Website.
10. Fair Use Policy
10.1 Nothing in this General T&C as well as the Special Terms are intended to restrict or limit your rights to make use of the Services that constitutes fair use under the applicable law.
10.2 Your use of the Services must be fair, reasonable and not excessive, as reasonably determined by the Service Provider by reference to average and/or estimated typical user usage of the Services. The Service Provider will consider your usage to be excessive and unreasonable where it materially exceeds the average and/or estimated use patterns over any day, week or month (or other period of time as determined by the Service Provider) (“Excessive Usage”).
10.3 Where the Service Provider offers any services included under the Membership Plans or other Services, such use is offered for your individual use and benefit only. If in the Service Provider’s reasonable opinion the Service Provider considers your usage to be unfair, unreasonable and/or Excessive Usage, the Service Provider may immediately suspend, modify or restrict your use of the Services or withdraw in full or in part your access to the Services without notice to you.
11.1 In the event the following events occur:-
i) your failure, or if the Service Provider suspects for any reason whatsoever, that you breach or fail to observe and comply with any of the provisions of the General T&C including breach of any warranty, covenants and representations set forth herein; or
ii) any breach or failure to observe and comply with any of the provisions of the Special Terms; or
iii) for any reason whatsoever attributable to you which is deemed not in the best commercial interest of the Service Provider;
and if capable of being rectified, such failure or breach is not rectified by you as soon as practicable, then the Service Provider may, at its absolute discretion terminate, by notice, your Membership Plans and/or restrict your access into the Co-Working Space and/or decline to provide any Services to you in the future, whereby upon such termination :-
a) Any payment made in whatsoever amount, including the Deposit is not refundable and the Service Provider may exercise their rights and obligations to collect any fee owing based on the terms and conditions of the Membership Plans;
b) You shall remove all your property, and your affiliates' property at the Co-Working Space (if any), and upon reasonable notice, the Service Provider reserves the right to dispose of any property remaining at the Co-Working Space; and
c) You shall return all properties of the Service Provider, including all access device(s) (if any) to the Service Provider.
10.2 Notwithstanding to the contrary, either party may terminate the service for convenience at any time, provided that one (1) month prior termination notice is given to the other party. The parties hereby agree and acknowledge that, in the event of termination, the Parties may discuss the necessity to comply with its responsibilities in effect at the time of termination, and upon such termination, paragraph 10.2 (a)-(c) above shall apply accordingly.
12.1 Without prejudice to any other rights and remedies which the Service Provider may have under this General T&C and at law, you and/or your affiliates hereby agree and undertake to indemnify and hold harmless the Service Provider and its affiliates on full cost basis against all and any claims, causes of action, liabilities, suits, litigation, proceedings, prosecutions, fines, penalties, losses, costs (including attorney fees and costs incurred by the Service Provider), and expenses, special, incidental, exemplary, punitive or monetary damages, loss of profits, which may be brought, instituted or imposed, direct and indirect by third parties on the Service Provider or which may be suffered or sustained by the Service Provider arising out of your negligent actions, errors and omissions, wilful misconduct, fraud and any breach of any terms and conditions, warranties, representations and agreements made by you herein.
12.2 You undertake to indemnify and hold harmless the Service Provider and its affiliates against all and any causes of action initiated from the usage of the Services at the Co-Working Space, including but not limited to physical damages and loss or theft on the property (including intellectual property), physical injuries, food poisoning, loss or damage of data from electricity outage, door access problems, software, non-functioning or air-conditioner and non- functioning of lights.
12.3 You agree to indemnify and hold harmless the Service Provider against any damage, liability, loss, cost and expenses incurred by any persons who was brought into the Co-Working Space by you.
13. Liability Disclaimer
13.1 To the maximum extent permitted by the applicable law, the Service Provider provides the Services “as is” basis, and hereby disclaim with respect to the Services all warranties and conditions, whether express, implied or statutory, including but not limited to:
i) Services, including but not limited to representations, by any means, as to the availability, accessibility, operation, performance of Services, or any other products or services accessed via the Services;
ii) merchantability, fitness for a particular purpose, free of viruses or other harmful components, accuracy or completeness of responses, results, workmanlike effort, lack of negligence, title, quiet enjoyment, quiet possession, correspondence to description or non-infringement; and
iii) indemnification arising from course of dealing, course of performance or trade in connection with this T&C.
14. Intellectual Property (IP) Rights of the Service Provider
14.1 You shall not, for whatsoever reasons, utilise or make use of any part of the Service Provider’s Intellectual Property Rights, save and except for the Service Provider’s name, PLATO and its registered business address only, for the purpose of indicating to third parties that you are based at the Service Provider’s address.
14.2 "Intellectual Property Rights" means all applicable rights, title, interests and benefits thereto including, without limitation, patents, copyrights, trademarks, trade secrets, trade name, logo, patent, invention, registered and unregistered design rights, copyrights, database, database rights and all other similar intellectual property rights including, without limitation, all copies, customisation, modifications, enhancements, versions, reproductions or translations of the Service Provider, PLATO.
15.1 You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by the Service Provider or any users of the Services or any employee affiliate, or agent thereof, which is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, business information, sales, operations, know-how, trade secrets, technology, processes, customers, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of the Service Provider, any analyses, prospects, compilations, studies or other documents prepared by the Service Provider or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential and proprietary.
15.2 Your participation in and/or use of the Services obligates you to;
i) maintain all Confidential Information in strict confidence at all times; and
ii) not to disclose Confidential Information to any third parties.
15.3 All Confidential Information remains the sole and exclusive property of the Service Provider or the respective disclosing party. You acknowledge and agree that nothing in this General T&C and the Special Terms, or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information of the Service Provider or any participant or user of the Services.
16. Limitation of Liability and Remedies
16.1 In no event shall the Service Provider (or their officers, directors and affiliates) be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of, or in any way connected with, your access to, or use of the Services or with the delay or inability to access, or use the Services (including, but not limited to, your reliance upon reviews and opinions appearing on the Website; any computer viruses, information, software, linked sites, products, and services obtained through the Website; or otherwise arising out of the access to, display of or use of this website) whether based on a theory of negligence, contract, tort, strict liability, or otherwise, and even if the Service Provider has been advised of the possibility of such damages.
16.2 Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referred above and all direct or general damages), the entire liability of the Service Provider or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this General T&C and the Special Terms, and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you up to the amount of payment actually received by the Service Provider under the Membership Plans for the Term of the Membership Plans. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
17. Personal Data Protection
18. Successors & Assigns
This General T&C as well as the Special Terms shall be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title, permitted assigns or affiliates, as the case may be, of the parties but shall not be assignable by any party without the prior written consent of the other.
19. Amendments & Additions
No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this General T&C as well as the Special Terms shall be effective unless it is consented in writing by the Service Provider.
20. Invalidity & Severability
If any provisions of the General T&C and/or the Special Terms is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then-
i) such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;
ii) the remaining provisions of the General T&C and/or the Special Terms shall remain in full force and effect; and
iii) the parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.
A party waives any right under the General T&C and/or the Special Terms, only if it does so in writing. A party does not waive any right simply because it fails or delay to exercise the right or only exercises part of the right.
22. Knowledge & Acquiescence
Knowledge or acquiescence by any party of, or in, any breach of any of the provisions of the General T&C and/or the Special Terms shall not operate as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such party shall remain entitled to exercise its rights and remedies hereunder, and at law, and to require strict performance of all of the provisions of the General T&C and/or the Special Terms.
23. Governing Law and Jurisdiction
This General T&C and the Special Terms is governed by, and construed in accordance with, the laws of Malaysia. The Parties submit to the exclusive jurisdiction of the Malaysian courts.