1. Introduction

These Terms and Conditions (“Terms”) govern the relationship between DhuMall (“we,” “us,” or “our”) and the Client (“you” or “your”) regarding the provision of Business Development Services (“Services”). By using the Services, you acknowledge that you have read, understood, and agree to these Terms and Conditions.

2. Scope of Services

DhuMall provides Business Development Services, including but not limited to:

• • Franchise Development
  • Licensing Opportunities
  • International Market Expansion

The specific scope of services will be outlined in a separate engagement agreement tailored to your business needs.

3. Onboarding Fee and Additional Costs

3.1 Onboarding Fee

The Client agrees to pay a non-refundable Onboarding Fee, which covers the initial consultation and strategic planning session. This fee is charged at the start of each Engagement year and ensures a comprehensive understanding of the Client’s business goals and development needs.

3.2 Additional Costs

Additional costs may apply for the following:

Ongoing Support Fee: Fees for ongoing support will be determined based on the nature and scope of the services required, such as partner matching, franchise facilitation, or market expansion. Payment terms are flexible, with options for quarterly or annual billing.

Revenue Sharing: A mutually agreed percentage of new revenue generated from partnerships or business deals facilitated through DhuMall. This will be payable as part of the engagement agreement.

3.3 Payment Terms

All payments must be made within the time frame specified in the invoice. Failure to do so may result in additional charges, including but not limited to late payment fees or suspension of services.

4. Client Responsibilities

To ensure the success of the engagement, the Client agrees to:

• • Provide accurate and complete information about their business.
  • Cooperate fully with DhuMall in all aspects of the service delivery.
  • Adhere to all recommendations and timelines provided by DhuMall.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and non-public information exchanged during the engagement. Neither party will disclose such information without prior written consent, except as required by law.

6. Intellectual Property

All intellectual property, including trademarks, branding, and content provided by DhuMall, remains the sole property of DhuMall. The Client may not use any of DhuMall’s intellectual property without prior written consent.

7. Termination of Services

7.1 Either party may terminate the engagement with 30 days written notice.
7.2 DhuMall reserves the right to terminate the agreement immediately if the Client breaches any of these Terms.
7.3 Upon termination, all outstanding fees and charges must be settled within 14 days.

8. Limitation of Liability

8.1 Exclusion of Liability: To the fullest extent permitted by law, DhuMall shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages arising out of or in connection with this Agreement. This includes but is not limited to, loss of profits, revenue, business opportunities, goodwill, or data, even if DhuMall has been advised of the possibility of such damages.

8.2 Liability Cap: DhuMall’s total cumulative liability under this Agreement, whether in contract, tort, or otherwise, shall be limited to USD100.

8.3 No Warranties: DhuMall makes no express or implied warranties regarding the performance, outcomes, or success of services provided under this Agreement.

9. Force Majeure

DhuMall will not be liable for any delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, labor disputes, or governmental actions.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration conducted in Malaysia, in accordance with the arbitration rules applicable in Malaysia.

11. Amendments to Terms

DhuMall reserves the right to amend these Terms at any time. Clients will be notified of any significant changes, and continued use of the Services after such notification will constitute acceptance of the revised Terms.

12. Entire Agreement

These Terms, together with any engagement agreement or invoice, constitute the entire agreement between the parties and supersede all prior agreements, communications, and understandings, whether written or oral.

Last updated on 14^th January 2025