General Terms and Conditions

  1. ACCEPTANCE OF TERMS

    These Terms and Conditions (“Terms”), the Maintenance Agreement, wherever applied and other applicable rules, regulations, and policies issued by LOCUS-T from time to time shall constitute a legally binding contract between LOCUS-T and the Client and shall apply to the Service Order Contract (“Order”).These Terms shall apply to all agreements concluded between LOCUS-T and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    1.1 These Terms and the Order may only be varied by express written agreement between LOCUS-T and the Client.

    1.2 The Order constitutes an offer by the Client to purchase LOCUS-T’s Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant specifications are complete and accurate.

    1.3 The Orders once submitted to LOCUS-T are not cancellable and all fees paid are non-refundable in any circumstance whatsoever. The Client shall be deemed to have issued a purchase order to LOCUS-T for the relevant services upon submission of the Order.

    1.4 The Order shall only be deemed to be accepted when LOCUS-T issues a written acceptance of the Order, in the form of an invoice or when LOCUS-T has started to provide the Services having received the Order, whichever happens first, at which point the Term shall come into existence.

    1.5 The Terms constitutes the entire agreement between LOCUS-T to provide the services to the Client and for the Client to purchase those services, in accordance with these Terms.

    1.6 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of LOCUS-T which is not set out in the Terms. Any samples, drawings, descriptive matter, or advertising issued by LOCUS-T and any descriptions or illustrations contained in the LOCUS-T’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other Contract between LOCUS-T and the Client for the supply of services.

    1.7 All Services including campaigns or projects shall only commence upon compliance to the prescribed payment terms & all relevant documents, images, login information & other relevant details which are essential for the execution of Clients’ work.

    1.8 LOCUS-T reserves the right to decline any Order whatsoever and the relevant payment received by LOCUS-T will be refunded to the Client in the event LOCUS-T declines the relevant Order.

  2. SERVICES

    LOCUS-T is engaged in the business of information technology advisers and consultants in relation to online and web marketing services, electronic business, multimedia, system integration and its related business.The services offered by LOCUS-T include:
    (a) Domain and Hosting service, whereby LOCUS-T will assist in the registration of a domain and hosting of web pages/websites,
    (b) SEO, a service using the search engine optimization methodology,
    (c) PPC, a service using the features of Google Ads, Facebook Ads, and other advertising platforms,
    (d) B2B Performance Management Platform, a service to connect the Client with relevant commerce platforms,
    (e) Web Development, Website Design, and Development Service,
    (f) Landing Page Development and Banner Design,
    (g) Any services ancillary to the services above-mentioned,
    (h) Any other services as may be provided by LOCUS-T from time to time.

    2.1 LOCUS-T reserves the right at its sole discretion, to cancel, withdraw, restrict, suspend, vary or modify any of the services (whether in whole or in part).

    2.2 LOCUS-T does not give a warranty, either express or implied, in relation to any of the Services and that the Client’s request can or will be fulfilled.

    2.3 LOCUS-T does not guarantee the success of any outcome, dealings or transaction after the engagement of the Services.

    2.4 LOCUS-T shall have the right but not the obligation to appoint third parties to carry out the responsibilities and obligations, and/or to exercise the rights, of LOCUS-T under these Terms or with respect to any part of the Services.

    2.5 LOCUS-T officers, directors, employees, agents and representatives are given the authority to manage and optimize Clients’ projects and online campaign (including but not limited to budget management, keyword strategy, and ad text development and changes of website) & have direct and remote access to the Client’s website to properly discharge its obligations under the Services.

    2.6 Client hereby represents and warrants that it is the owner and operator of the website which is the subject matter of the Services hereunder.

    2.7 Unless otherwise agreed in writing, the Client shall procure, use and provide its own hardware, device, equipment, server, router, switches, hub, console, terminal, modem, solid-state storage device, network attached storage and other devices and equipment (“Hardware”), to enable LOCUS-T to carry out the relevant Services, and the Client is solely responsible for all the risks of Clients’ Hardware at all times.

    2.8 The online campaign and ad text hereunder are subject to the terms and conditions imposed by Google, Facebook and/or other third party service platforms and may be updated from time to time, which the Client acknowledges and agrees that it shall observe. In the event any circumstances arising during the campaign, the official statement from Google, Facebook and/or third party service platforms shall be final and binding on the Client and LOCUS-T.

    2.9 As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by the LOCUS-T. As notified by LOCUS-T, in certain cases for amendments to existing optimisations, the Client shall allow LOCUS-T use of the site’s FTP or content management system’s username and password.

    2.10 LOCUS-T may at the Client’s cost and expense relocate the Client’s Hardware at any time and from time to time to any places that it shall deem fit in its sole discretion and the Client shall not interrupt the LOCUS-T in the exercise of its discretion herein.

    2.11 The Client shall provide adequate workspace and internet access to enable LOCUS-T and its personnel to discharge their obligations with respect to the relevant Services to be performed at the Client’s site.

    2.12 LOCUS-T may at any time and from time to time at its sole discretion disrupt the Services while conducting routine tests, maintenance, upgrade or repair, to any system used for the Services.

  3. PRICES (CORPORATE / A-LA-CARTE PACKAGES)

    3.1 The price stated in the Order shall be a an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the Order or Quotation and in the event that the price is not so stipulated, the Client shall be charged at the hourly rate based on best practise. LOCUS-T shall be obliged to update the estimates and budgets on an ongoing basis following, among other things, changes made to a Order.

    3.2 A Quotation for the supply of Services given by LOCUS-T shall not constitute an offer. A Quotation shall only be valid for a period of 14 Business Days from its date of issue.

    3.3 Whilst every effort is made to ensure that costing estimates are accurate, LOCUS-T reserves the right to amend any estimate, should an error or omission have been made.

  4. FEES AND PAYMENT

    4.1 The Client shall pay the Fees to LOCUS-T in accordance with the payment terms set out in the Order(s), failing which LOCUS-T reserves the right at its sole discretion to suspend and/or terminate the relevant Services.

    4.2 Where the Fees are payable monthly, the Client shall make the relevant payment in full to LOCUS-T within seven (7) days from the due date of the Service. Where the Fees are payable quarterly, half-yearly or yearly, the Client shall make the relevant payment in full to LOCUS-T within fourteen (14) days from the due date of the Service.
    4.2.1. For cash payment terms (except PPC Services), the Client shall make the relevant payment in full to LOCUS-T within seven (7) days from the date of the invoice.
    4.2.2. For Fees with progressive payment terms, the Client shall make the relevant payment in full to LOCUS-T within fourteen (14) days from the date of the invoice.
    4.2.3. For PPC Services, the Client shall make the relevant payment in full to LOCUS-T within fourteen (7) days from the date of the invoice.

    4.3 Notwithstanding anything to the contrary, in the event any part of the Fees shall remain unpaid or outstanding after the due date for payment, LOCUS-T reserves the right at its sole discretion to suspend and/or terminate the relevant Services without prejudice to any other rights of LOCUS-T.

    4.4 LOCUS-T reserves the right to imposed an overdue interest rate of minimum 5% per annum for late payment and for any outstanding amount calculated on a daily basis from the due date of payment to the date of actual full payment being received by LOCUS-T.

    4.5 The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.

    4.6 All service fees in this Order are exclusive of any taxes, duties or any other government levies or financial charges governmental levies or financial charges. Client agrees to pay and be responsible for any such taxes, levies or charges on the sale and use of the Services in addition to our service fees. In the event LOCUS-T is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to LOCUS-T.

    4.7 LOCUS-T reserves the right to modify its pricing structure, discounts, and payments conditions from time to time at its sole discretion.

  5. THE COMPANY OBLIGATIONS AND WARRANTIES

    5.1 LOCUS-T warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the specifications provided.

    5.2 LOCUS-T shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.

    5.3 LOCUS-T shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide LOCUS-T with adequate delivery instructions or any other instructions relevant to the supply of the Services.

    5.4 LOCUS-T shall have the right to make any changes to the Services which are necessary to comply with any applicable law.

    5.5 LOCUS-T shall be entitled to use a Group LOCUS-T or other subcontractors for the provision of the Services provided always that LOCUS-T shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

  6. CLIENT’S OBLIGATIONS AND INDEMNITIES

    6.1 To perform all acts and execute all things necessary at its own cost and expense for the full discharge of LOCUS-T’s obligations under these Terms. The Client shall provide assistance and technical information to LOCUS-T, as reasonably required by LOCUS-T in sufficient time to facilitate the execution of the Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information and contents provided to LOCUS-T and warrants and undertakes to LOCUS-T that the Client’s employees assisting in the execution of the Order have the necessary skills and authority.

    6.2 Shall be solely responsible for providing, developing, uploading, downloading, updating, operating, maintaining, backing up and archiving the content and shall ensure that all contents and domain names provided by the Client or domain names registered on behalf of the Client are compatible for use with the relevant Services.

    6.3 The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by LOCUS-T. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by LOCUS-T.

    6.4 The Client shall be obliged to inform LOCUS-T immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by LOCUS-T.

    6.5 In the event that the Client fails to undertake those acts or provide those materials required under this clause 6 within any agreed deadline (and at least within 15 Business Days of the date requested by LOCUS-T, LOCUS-T shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the LOCUS-T has been able to deliver them.

    6.6 The Client shall indemnify and keep LOCUS-T indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the company in respect of any third parties as a result LOCUS-T of the provision of the Service in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result LOCUS-T in claims or proceedings against LOCUS-T for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality, or contract, or for defamation.

    6.7 The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Personal Data Protection Act 2010 Competition Act 2010 and any equivalent legislation and hereby agrees to indemnify and to keep the LOCUS-T indemnified in respect of any and all costs, claims or proceedings whatsoever brought against LOCUS-T by any third party in connection with any breach of the same by the Client.

    6.8 LOCUS-T requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the Services supplied by LOCUS-T. If any alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and    LOCUS-T cannot be held responsible.

    6.9 LOCUS-T advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.

    6.10 The Client shall not resell, delegate, sub-license or transfer, any rights granted to the Client pursuant to the Services.

    6.11 The Client shall not reverse engineer or disassemble or modify or adapt any software, device, network or server provided in connection with the Services.

    6.12 In the event that the Client becomes aware of any breaches or possible breaches of any representations or warranties above, the Client shall notify LOCUS-T of such and the Client shall extend all assistance as may be reasonably required by LOCUS-T to remedy the situation.

  7. CREDITS AND MAKE GOODS.

    7.1 The Client may not claim a breach, terminate or cancel the contract if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by LOCUS-T.

    7.2 Corrective action shall be initiated within 3 business days of notification by the Client, that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of the Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client or the advertisement was submitted after start date. LOCUS-T will not be liable to the Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.

    7.3 When there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content, the Client may request to utilise “Credits” or “Make Good”.
    7.3.1 Credits: A request for a ‘credit’ and any claim for adjustment due to errors made by the Client, and/or request for improvements and changes must be made within the contracted Maintenance period.
    7.3.2 Make Good: A request for a ‘make good’ may be made by the Client. Make goods for ad placements that served incorrectly, under delivered or contained incorrect content will be rerun by the LOCUS-T.

  8. INTELLECTUAL PROPERTY & OWNERSHIP

    8.1 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to LOCUS-T for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to LOCUS-T to use such Materials for the purposes of providing the Services for the duration of the contract.

    8.2 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. LOCUS-T shall be entitled to reject and delete such material without incurring any liability. In addition, LOCUS-T shall be entitled to cancel the Order.

    8.3 The Client shall indemnify LOCUS-T against all damages, losses and expenses suffered or incurred by LOCUS-T as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.

    8.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

    8.5 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of LOCUS-T or the relevant third party from whom LOCUS-T has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in LOCUS-T.

    8.6 The Intellectual Property Rights as mentioned in Clause 8.4 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

    8.7 If LOCUS-T makes software, scripts, and any other services available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non-transferable license to use such material until the Services under this agreement cease.

    8.8 The Client hereby irrevocably licenses LOCUS-T to use and display the Client’s name, figure, logo, etc. as a reference on the The Company’s website, other marketing materials or types of media whilst they are a Client of LOCUS-T and for eighteen (18) months after the Contract terminates. The Client agrees to send LOCUS-T it’s most recent logo or figure as and when it is amended from time to time.

    8.9 All advertising copy which represents the creative effort of LOCUS-T and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of LOCUS-T, including all rights of the copyright therein. The Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium.

    8.10 All royalty-free images provided by LOCUS-T to the Clients for use in the services shall be used in the Landing Page / Website only (and for no other purposes) during the term of the Services only. Upon termination or expiry of the Services hereunder, the Client shall immediately cease using such royalty-free images and shall indemnify and keep indemnified LOCUS-T in full for any loss or damages suffered or incurred as a result of the Client’s use of the royalty-free images.

    8.11 Account ownership of Google is given to the Clients if and only if they signed and fulfill twelve (12) months contract and the campaign should run for twelve (12) consecutive months.

  9. CONFIDENTIALITY AND PERSONAL DATA

    9.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

    9.2 During the term of the Contract and for a period ending three (3) years from the date of its conclusion, LOCUS-T shall take the same care as LOCUS-T uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

    9.3 The obligation in Clause 9.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into LOCUS-T’s possession without an obligation of confidence, is independently developed by  LOCUS-T, or which the LOCUS-T is required to disclose by law.

    9.4 During the term of the service and for a period ending three (3) years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non-client materials provided by LOCUS-T concerning the method or approach LOCUS-T uses in providing the Services.

    9.5 Each party agrees to comply with its respective obligations under the Data Protection Act 2010.

    9.6 The Client shall be obliged to indemnify LOCUS-T for any loss, including costs incidental to legal proceedings, suffered by LOCUS-T as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act 2010 or marketing law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

  10. LIABILITY

    10.1 Except as expressly stated in this Clause 10, LOCUS-T shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

    10.2 Without prejudice to the generality of Clause 10.1 above, LOCUS-T shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
    10.2.1 Any indirect or consequential loss arising under or in relation to the Service even though LOCUS-T was aware of the circumstances in which such loss could arise;
    10.2.2 Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
    10.2.3 Loss of data; and
    10.2.4 Fraudulent clicks on any of the Client’s accounts managed by LOCUS-T.
    10.2.5 To the extent such liability is not excluded by sub-clauses 10.1, 10.2 and clause 11 below, the LOCUS-T’s total liability (whether in contract, tort (including negligence or otherwise) under or in connection with the Service or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

  11. OTHER LIMITATIONS OF LIABILITY

    11.1 LOCUS-T shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, and faults of LOCUS-T third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. LOCUS-T shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at LOCUS-T’s discretion) LOCUS-T price list applicable from time to time.

    11.2 LOCUS-T shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup, etc. and affecting the Services delivered by LOCUS-T. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of LOCUS-T’s price list applicable from time to time at LOCUS-T’s discretion.

    11.3 LOCUS-T shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay per click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, LOCUS-T shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond LOCUS-T‘s control and reserves the right to make changes to Services as a result of the same. In addition, the LOCUS-T shall not be liable for other changes or discontinuation of search engines.

    11.4 LOCUS-T shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, LOCUS-T shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.

    11.5 LOCUS-T shall not be responsible for URLs dropped or excluded by a search engine for any reason.

    11.6 If the Client does not implement some or all of LOCUS-T recommendations, LOCUS-T shall not bear any liability for any lack of success experienced by the Client relating to the Services.

  12. TERM, TERMINATION, AND ASSIGNMENT

    12.1 The Order shall renew automatically for a further term as stipulated in the Order (wherever applicable) unless and until either party notifies the other of its wish to terminate the Order at the expiry of the current year by giving the other party at least thirty (30) days’ written notice to expire at the end of that contract term.

    12.2 Without limiting its other rights or remedies, each party may terminate the Order with immediate effect by giving written notice to the other party if the other party:
    (a) commits a material breach of the Terms and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or
    (b) becomes or is insolvent or is unable to pay its debts or a petition is presented or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or
    (c) has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all part of its business.

    12.3 LOCUS-T shall be entitled to without notice suspend the Client’s access to any Services, in whole or in part, at the Client’s cost and expense and at the Client’s risks, without any compensation for any loss, damage or expenses which the Client may suffer or incur, in any of the following circumstances;
    (a) the Client’s use of the Services is a security risk to any person, adversely affects the Services or system, server, network, software, device, hosts or user belonging to or operated by LOCUS-T or another party, subjects LOCUS-T or any person to liability or is fraudulent;
    (b) the Client fails, refuses and/or neglects to settle any of LOCUS-T’s invoice in full on its due date; or
    (c) any Services engaged by the Client haves been suspended or terminated as a result of any act, omission, breach, default, misconduct or fraud on the part of the Client.

    12.4 Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc, from websites without undue delay. If the Client fails to do so, LOCUS-T shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of LOCUS-T’s right to terminate the Contract.

    12.5 LOCUS-T reserves the right at its sole discretion to remove any of the Client’s Content from its systems, device, and equipment without making any backup copies.

    12.6 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the contract and these Terms without the prior written consent of the LOCUS-T.

    12.7 LOCUS-T shall be entitled to assign or subcontract any of its rights or obligations under the contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

    12.8 Notwithstanding anything to the contrary, LOCUS-T reserves the right to terminate any Services without assigning any reason by giving one (1) month’s written notice to the Client.

    12.9 The suspension and/or termination of Services under one or more Orders shall not affect the validity and enforceability of the other Orders, unless otherwise informed by LOCUS-T in writing.

  13. FORCE MAJEURE

    13.1 Neither party shall be held liable for a Force Majeure Event.

    13.2 If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

    13.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than six (6) months due to a Force Majeure Event.

  14. MISCELLANEOUS

    14.1 LOCUS-T reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and LOCUS-T shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

    14.2 LOCUS-T shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

    14.3 During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by LOCUS-T to work on the Services.

    14.4 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

    14.5 If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

    14.6 Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised authorized officers.

    14.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

  15. GOVERNING LAW AND ARBITRATION

    15.1 The Agreement shall be governed by and construed in accordance with the laws of Malaysia.

    15.2 The Parties shall, in good faith, attempt to settle amicably and by mutual agreement, any disputes or conflicts arising in connection with the Agreement.

    15.3 All and any disputes, conflicts or differences arising between the Parties in respect of this Contract, or breach, termination or invalidity thereof, which cannot be resolved by the Parties within a period of sixty (60) days pursuant to the foregoing provisions, shall be settled by the courts of Malaysia.