This Service Agreement is made on 21-Nov-2024 made and entered into by and between:

1) , a business incorporated in Malaysia (hereinafter referred to as “the Carrier”) of the first part: and

2) SPOTS LOGISTICS SOLUTIONS SDN BHD (1502907-H), with principal business address at Lot 22, Lorong Perusahaan 4, Kawasaan Perusahaan Kulim, 09000 Kulim, Kedah. (hereinafter referred to as “the Service Provider”) of the second part.

WHEREAS

A. The Service Provider is involved in the business of providing platform/ portal to the Carrier to list and/or publish their services to the users of the platform/ portal.

B. The Carrier desires to appoint and engage the Service Provider to provide platform/ portal to the Carrier to list and/or publish their services to the users of the platform/ portal (hereinafter referred to as ‘the said Service’) upon and subject to the terms and conditions herein contained.

NOW THEREFORE, for and in consideration of the foregoing premises and of the terms and conditions hereinafter set forth, the parties hereto have agreed, as they do hereby agree, to contract as follows:-

1. APPOINTMENT OF THE SERVICE PROVIDER FOR THE SERVICE

1.1 The Carrier hereby appoints the Service Provider to provide platform/ portal to the Carrier to list and/or publish their services to the users of the platform/ portal (hereinafter referred to as ‘the said Service’) commencing Effective Date until the Agreement is terminated and the Service Provider hereby accepts such appointment upon and subject to the terms and conditions herein contained.

1.2 The Service provided in the platform known as Spots Logistics shall include the following services:

• Provide platform/ portal to the Carrier to list and/or publish their services to the users of the platform/ portal;
• Platform receive order(s) from users;
• Payment will be collected by the Service Provider through the platform/ portal and notifications will be given to the Carrier;
• Upon collection of goods by the Carrier from the user(s), the payment to the Carrier will be processed on 15th and 30th of every month. The payment for transaction performed from 1st to 15th of every month will be made on 30th of the same month whereas the payment for transaction performed from 16th to 31st of every month will be made on 15th of the following month.
• The payment received by the Carrier will be subjected to automatic deduction of 6% platform services charges

1.3 This Agreement is effective commencing the Effective Date.

2. PAYMENT

2.1 In consideration of the Service of the Service Provider, the Service Provider shall be entitled to the following payment:-

• Platform service charges amounting to 6 per centum (6%) of the total billing will be chargeable on the Carrier which shall be directly deducted from the Carrier’s invoices.

3. THE CARRIER’S COVENANTS

3.1 The Carrier shall pay all the Consideration as stipulated in paragraph 2.1 above.

3.2 The Carrier understand and agreed to the following terms:

• The main account in platform is not transferable.
• All the payments made is strictly not refundable.
• The Service Provider shall not be held responsible for lost of any personnel password or leakage of password and consequential losses arising therefrom.

3.3 Therefore, the Carrier shall take proper records of his/her passwords, and periodically backup data and/or profile.

3.4 The Carrier shall be responsible for the transportation charges for any sale of services.

3.5 Carrier shall indemnify the Service Provider against any losses and/or damages incurred due to illegal and/or defective products of the Carrier.

3.6 The Carrier shall ensure his compliances to regulations under Personal Data Protection Act 2010 and Anti Money Laundering Act 2001.

3.7 The Carrier is strictly prohibited to disclose the Confidential Information pertaining to this Agreement to any unauthorised third party.

3.8 The Carrier shall adhered to the following Cancellation Policy:

4. SERVICE PROVIDER’S COVENANTS

The Service Provider is providing the following entitlements alongside the license of using the Service’s platform:-

• Account configuration of one account in the platform;

5. SUSPENSION AND TERMINATION OF SERVICE

5.1 Without prejudice to any other rights and remedies which the Service Provider may possess, if:-

• the Carrier fails to ensure the legality and/or quality of products;
• the Carrier fails to observe to perform any of the agreement covenants stipulations terms and conditions on the part of the Business; or
• the Carrier becomes bankrupt or makes a composition or arrangement with its creditors or a petition against the Business shall be presented or an order is made or resolution is passes for winding of the Business; or
• the Carrier is involved in any criminal activities.

Then the Service Provider may terminate this Agreement by giving seven (7) days’ notice in writing to the Business.

5.2 Subject to clause 5.1 above, either party may terminate this Agreement by giving another party sixty (60) days notice whereby there shall be no refund in whatsoever manner upon the termination.

6. FORCE MAJEURE

Any party shall not be in breach of this Agreement, or otherwise be liable to the other party by reason of any delay in performance, or non-performance of any of the obligations hereunder to the extent that such delay or non-performance is due to any of the following Force Majeure events:

• war (whether declared or not), hostilities, invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, civil war, terrorism;
• ionizing, radiation or contamination by radioactivity from any nuclear waste, from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive, nuclear assembly or nuclear component thereof;
• pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds;
• natural catastrophe including but not limited to earthquakes, floods, subsidence, lightning and exceptionally inclement weather;
• riots and disorders, criminal damages, sabotage, strike, lockout, labour unrest or other industrial disturbances affecting the performance of this Letter of Appointment which are not the direct fault of us.

In the event any of the events set outabove shall prevail for a period of three (3) months or more, parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and equitable.

7. SERVICE OF NOTICE AND OTHER DOCUMENTS

Any notice required to be served on the Service Provider shall be in writing and shall be deemed to be duly served on Service Provider if the same is left at or sent by registered post to the address of the Service Provider as stated herein or their last known address and the case of service by registered post, the same shall be deemed served in the ordinary course of mail.

8. WHOLE AGREEEMENT

The parties hereto acknowledge that this Agreement contains the whole agreement between the parties and that this Agreement shall supersedes any prior agreements/arrangements between the parties hereto.

9. BINDING EFFECT

This Agreement is binding on the heir, legal representative, successor in title and assign of the parties respectively.

10.KNOWLEDGE AND ACQUIESCENCE

Knowledge and acquiescence by either party hereto of or in any breach of any of the terms, conditions or covenants herein contained shall not operate as or be deemed to be a waiver of such terms, conditions or covenants or any of them and notwithstanding such knowledge or acquiescence, each party hereto shall be entitled to exercise their respective right under this Agreement.

11. MISCELLANEOUS

11.1 It is expressly understood that any delay on the part of the parties of this Agreement to exercise its rights under this Agreement shall not be construed as a waiver of such rights.

11.2 This Agreement does not hereby, and the parties do not intend to, create any relationship of employer-employee relationship between them, or between the Business, and the Service Provider.

11.3 This Agreement shall be governed by Malaysian laws. It is expressly understood that the proper courts in Malaysia, shall be the venue of any legal action that may arise from this Agreement, to the exclusion of all other courts or tribunals in any other jurisdiction.

11.4 No alteration or modification of this Agreement shall be binding unless in writing and signed by all parties to be bound thereby.

11.5 If any provision of this Agreement shall by held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

11.6 Time shall be of essence in this Agreement.