These Terms of Trade relate to the supply of Printed Publications by CLJ Malaysia Sdn. Bhd. (formerly known as Malaysian Current Law Journal Sdn Bhd) and Licensed Products by its associated companies (hereinafter collectively known as "CLJ"). Any reference to "we", "our" or "us" hereinafter appearing shall be read as referring to CLJ and any reference to "you" as referring to its customers. Use of the Licensed Products is also subject to the terms and conditions set out in the applicable License Agreement.
By clicking on the “I Accept”, or similar column at the Subscription Form, you hereby agree to be bound by these Terms of Trade.
No order shall be binding on nor deemed accepted by us and no contract shall be formed until our approval and acceptance of the Order has been communicated to you in writing.
1. Definitions
“Associated companies” means CLJ Legal Network Sdn Bhd and MyLawBox Sdn Bhd, and/or their related companies .
“Contract” means the contract for the supply of Licensed Products and/or Printed Publications by us to you, including an order accepted by us, any applicable License Agreement and these Terms of Trade as amended from time to time.
“Fees” means the fee imposed by us for the supply of Licensed Products and/or Printed Publications and notified to you by us:
(1) following processing of the order; and
(2) in the case of Subscription Products, prior to the renewal of the relevant subscription.
“Licensed Products” means each of the online products and/or services specified in an order.
“Order” means an order which is submitted to us by a purchase order, subscription form, e-mail, proposal agreement or in any manner prescribed by us for one or more of the following:
(1) Printed Publications;
(2) Online products and/or services.
“Printed Publications” mean each of the books, journals, bulletins, loose-leaf services and any other hard-copy publication specified in an order.
“Subscription Products” mean the following:
(1) Licensed Products; and/or
(2) Printed Publications, which we agree to supply to you on a subscription basis.
2. Supply of Subscription Products
(1) Upon acceptance of an Order for Subscription Products by us and payment of the Fees (“Effective Date”), the same will be supplied for an initial term of 12 months from the Effective Date (“Initial Term”), renewable thereafter subject to the terms and conditions of the agreement for renewal of the Contract, for successive terms of 12 months each, unless otherwise agreed, until expiry of the relevant year’s subscription. The renewal period or each of the renewal period shall be referred to as “Renewed Term”.
(2) Notwithstanding clause 2(1) above, in the event that access to the Licensed Products is granted at any time prior to payment of the Fees being made, whether in full or in part, pursuant to an Order, the Effective Date and subscription term of 12 months shall be calculated from the date access is granted.
(3) The supply of the Subscription Products to you is subject always to your fulfilment of the terms and conditions as set out in this Terms of Trades. In the event that you breach any of the terms and conditions in this Terms of Trade, we shall be entitled to suspend the supply of the Subscription Products until such time when you remedy the breach or terminate this Contract.
3. Fees
3.1. PAYMENT
3.1.1 Payment and Variation of Fees
Payment of Fees shall be made in full or in part in accordance with the payment terms indicated on the invoice. Where applicable, the payment terms shall commence from the date of the invoice. In the case of Subscription Products, we reserve the right to increase the Fees and the payment terms for any Subscription Products at any time prior to renewal of the subscription at an increase rate of not less than 5% of the Fees in the Initial Term or preceding Renewed Term taking into consideration inflationary and/or operational costs incurred by CLJ. Any variation to the fees or payment terms will only take effect upon renewal of the relevant subscription for the Renewed Term. Should you disagree to such a variation of the Fees or payment terms for any Subscription Products, you are required to instruct us in writing not to renew your subscription in accordance with these Terms of Trade. If you fail to do so, you shall be deemed to have agreed to such variation of the Fees and the payment terms for the Renewed Term.
3.1.2 Payment Upon Usage
In the event that access to the Licensed Products is granted at any time prior to payment being made pursuant to an Order, you shall be liable to pay subscription fees on a pro-rated basis for any period of usage of the Licensed Products in the event you subsequently fail to make good the payment (and the supply of the Subscription Products shall be suspended) and/or cancel the Order.
3.1.3 Reactivation of Suspended Account
An invoice will be forwarded to all account holders of Licensed Products for renewal of their accounts prior to the date of expiry. Should the invoice remain unpaid, the account will be suspended once the access period of the original account (whether the Initial Term or the Renewed Term) has lapsed. There is a standard administrative fee of RM200.00/USD100.00 for reactivating a suspended account.
3.2 HANDLING FEE
Orders for Printed Publications totalling less than RM150 or its foreign currency equivalent per order may incur a handling fee. You shall be liable for any such handling fee in accordance with the payment terms indicated on the invoice.
3.3 BANK CHARGES
In the event your cheque(s) are returned or rejected by our bankers for any reason whatsoever, you shall be liable to pay for any charges incurred as a result thereof.
3.4 SALES AND SERVICE TAX (SST)
For the purposes of this Clause the following expressions shall have the following meanings:
(1) “SST” means any tax imposed on the supply of goods or services which is imposed or assessed under SST Law.
(2) “SST Law” means the Sales Tax Act 2018 (Act 806) and the Service Tax Act 2018 (Act 807) and all related subsidiary legislation and/or any legislation promulgated which provides for a tax on the supply of goods and services which becomes operative in respect of the provisions of the Contract during the Initial Term and Renewed Term(s).
If the Contract or any supply under or in respect of or arising from the Contract becomes subject to SST, and if the recipient of the consideration is liable to SST in relation to any supply under the relevant Contract, the parties agree that the amount payable for any supply under or in respect of the Contract by any party shall be adjusted by the amount of the SST.
3.5 DEFAULT
Upon the occurrence of any one or more of the following events,
(1) you fail to pay to us in full any sum due to us within the time or by the date in which payment is required;
(2) you breach any provision of these Terms of Trade where: (a) the breach is not capable of being remedied; or (b) the breach is capable of being remedied, you fail to remedy the breach within fourteen (14) days from our written notice to do so;
(3) you infringe our Intellectual Property rights;
(4) you become insolvent, commit an act of bankruptcy, are adjudicated bankrupt or enter into any composition or arrangement with creditors, or if being a company, you go into liquidation whether compulsory or voluntary or a receiver is appointed in respect of any part of your business,
we reserve the right, and our sole and absolute discretion:
(a) to treat all sums due or to become due as immediately due and payable;
(b) to terminate your credit facility, if any;
(c) to charge interest on any sums due at the rate of 5% per annum calculated on daily rests and compounded monthly;
(d) to terminate any Contract entered with you or to cancel and/or suspend delivery of any Printed Publications or Licensed Products or related services;
(e) to withhold the further supply of Printed Publications and/or Licensed Products.
You shall be liable for all expenses (including legal costs on a solicitor-client basis) incurred by us in pursuing the recovery of any debt from you for products sold and services rendered.
4. Cancellation, Refunds, Credits and Claims
4.1 CANCELLATION
Cancellations must be notified to us in writing with the original invoice number(s) quoted within 10 days from the date of invoice. Except where required by law, you are not entitled to any refund or credit in respect of the cancellation of an order at any other time.
4.2 REFUNDS AND CREDITS
4.2.1 Printed Publications
Should you cancel an order within 10 days of the date of the first invoice and return the goods supplied to us in mint saleable condition, a credit for those goods will be issued in full to you.
4.2.2 Subscription Products
If you cancel any Subscription Products within 10 days of the date of the first invoice, a refund or credit, if applicable, will be issued to you subject to Clause 3.1.2 above.
4.3 CLAIMS
All claims in relation to Printed Publications must be notified to us in writing and received by us within fourteen (14) days of receipt of the consignment. Claims after this period will not be valid and you agree to waive the same. If a replacement in respect of faulty or damaged goods is not available, a credit note will be issued.
5. Delivery
While we will make every effort to complete delivery on the date agreed, we shall not be liable in any manner for late delivery or consequential damages of any kind arising from late delivery. You agree not to cancel any order on the ground of late delivery beyond our control.
Any delivery from the CLJ store will be shipped via Delyva (delyva.com) using multiple providers.
6. Change to Your Contact Details
Any change to your contact details, including your name, mailing address, telephone, facsimile, and email address, must be notified to us in writing within thirty (30) days of the date of the change and we shall not be liable for any loss or damages due to your failure to update your contact details with us.
7. Warranties and Liability
7.1 NO WARRANTIES
(1) We make no express or implied warranties under these Terms of Trade in relation to any and all products under an Order.
(2) You herein agree and accept that each of these products is provided “as is” and “as available” basis in its present state and condition. No warranty, promise, representation, assurance, guarantee, condition, undertaking or term, express or implied, statutory or otherwise, as to condition, quality, usefulness, commercial utility, compliance with any law, availability, durability, performance, non-infringement, merchantability or fitness for a particular purpose or use, title of the Subscription Products or product or otherwise is given or assumed by us, and all such warranties, promises, representations, assurances, guarantees, conditions, undertakings, and terms are expressly excluded to the fullest extent permitted by law.
(3) Without prejudice to the generality of the foregoing, we do not claim, promise, represent, assure, guarantee or warrant that the Subscription Products or product will be free from errors, and we do not claim, promise, represent, assure, guarantee or warrant that any and all the information in the Subscription Products or product is accurate, complete, adequate and up-to-date. You hereby unconditionally and irrevocably accept that you do not rely on the availability, usefulness, accuracy, completeness or adequacy of the Subscription Products, and you shall have no claim whatsoever against us in respect of the availability, usefulness, accuracy, completeness or adequacy, at any time and from time to time, of the information in the Subscription Products or product.
(4) You shall not rely upon the information or contents of the Subscription Products as a basis for making any business, legal or any other decisions. By you using the Subscription Products, you shall exercise and conduct your own research to verify the accuracy, usefulness, completeness, or adequacy of the contents or information contained in the Subscription Products. You hereby unconditionally and irrevocably expressly agree that your use of the Subscription Products is strictly at your sole risk and you shall have no claim in any manner whatsoever against us in respect of your usage of the Subscription Products, including the contents or information contains herein.
(5) We do not guarantee or warrant continuous, uninterrupted or secure access to the Subscription Products or products. In the event that your access to the Subscription Products or products be affected by factors outside of our control; you hereby unconditionally and irrevocably agree that you shall make no claim of any form against us, and we shall not be liable for any damages of any type caused by such interference (your claim for any or all such damages being unconditionally waived by you). You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these Terms of Trade are fair and reasonable.
7.2 DISCLAIMER
You accept that our agreement to enter into this Contract is on the condition that you will not make any claim whatsoever against us. To the extent permitted by law, we shall not be liable for any claims, expenses, losses, damages and costs made against or incurred or suffered by you directly or indirectly (including without limitation lost costs, profits, and data) arising out of:
(1) your use or misuse of the Licensed Products or Printed Publications;
(2) your inability to use or obtain access to the Licensed Products;
(3) our omission or the omission of our employees, contractors or agents and/or suppliers,
in connection with the performance of our obligations under these Terms of Trade, any claim for the same being waived by you. You also agree to the terms set out in the applicable License Agreement in respect of the Licensed Products in connection with such liability shall be construed as part and integral part of these Terms of Trade.
7.3 LIMIT
If we breach any express provision of these Terms of Trade or a condition or warranty implied under any law which cannot be lawfully modified or excluded by these Terms of Trade, then our liability to you will, to the extent permitted by law, be limited at our option to supplying the Licensed Products or Printed Publications, whichever is applicable, again or paying for their re-supply. Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) will in any case be up to (but no more than) the amount specified in the Order (any claim by you in excess of that amount being waived by you) and is reduced to the extent that you caused or contributed to that loss or damage.
8. Intellectual Property rights
(1) We shall remain as the sole and absolute legal owner and/or beneficial proprietor of the intellectual property of the Subscription Products, including the copyright, trademark, confidentiality, legal rights, equitable rights, beneficial interest or other proprietary rights contained therein. You acknowledge that you shall acquire no right, title or interest in any intellectual property rights that is owned or licensed by us. You shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Subscription Products, and you shall reproduce any such notices on any and all copies thereof. You shall not attempt to decompile, translate, reverse engineer or make excessive copies of any Subscription Products.
(2) Notwithstanding anything to the contrary herein, the Subscription Products is furnished “as is” and “as available”, without warranty of any kind, express, implied, statutory or otherwise, including any warranty of merchantability, fitness for any particular purpose, title, non- infringement, quality, usefulness, commercial utility, adequacy, compliance with any law, and implied warranties arising from course of dealing or course of performance or the validity of such intellectual property. Without limiting the foregoing and as set out in clause 7 of these Terms of Trade, to the fullest extent permissible by law, we shall not liable to you in any manner whatsoever, including any such liability arising out of or in connection with or resulting from: (a) the manufacture, use, offer for sale, sale, or import of any of the Subscription Products; (b) the use of or any errors or omissions in any such Subscription Products.
9. Assignment
You will not assign or otherwise transfer any of your rights and/or obligations under this Contract to any person other than a purchaser for value of your business.
10. Entire Agreement
These Terms of Trade, together with the accepted Order and any applicable License Agreement, embody all the terms and conditions that we have agreed with you as to the subject matter of these Terms of Trade and supersede and cancel in all respects all previous agreements and undertakings, if any, between you and us with respect to the subject matter hereof, whether such be written or oral. Any amendment to or variation of these Terms of Trade shall be effective only if it is in writing and duly signed and confirmed by our authorised representative. In the event of any inconsistency between these Terms of Trade and the License Agreement applicable to the Licensed Products, the provisions of the License Agreement shall prevail.
11. Notices
Any and all notices (including notification of any amendments to these Terms of Trade) or demands by us may be sent to you by post, facsimile transmission, electronic mail or through the internet or any electronic medium selected by us. Any statement, notice or demand to you so sent or dispatched shall be effective and deemed to have been received by you: (a) on the day immediately following the date of dispatch, if sent by post; or (b) immediately on dispatch if sent by facsimile transmission, electronic mail or through the internet or any electronic medium selected by us.
12. Severability
Any provision of the Contract prohibited by or rendered unlawful or unenforceable under applicable law applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from the Contract and rendered ineffective so far as is possible without affecting the remaining provisions of the Contract. Where, however the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that the Contract shall be a valid and binding contract, enforceable in accordance with its terms.
13. Governing Law
These Terms of Trade are governed by the Laws of Malaysia and the parties agree to submit to the jurisdiction of the Malaysian courts.
Updated as at 1 September 2023
