TRACOL IS A TECHNOLOGY COMPANY WHICH PROVIDES A PLATFORM FOR USERS TO OBTAIN SERVICES PROVIDED EITHER BY THIRD PARTY PROVIDERS OR WE GOOD & SERVICES PROVIDE BY TRACOL ITSELF. TRACOL’S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD PARTY PROVIDER. TRACOL IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE THIRD PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF TRACOL AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY TRACOL.
“Application” means the relevant mobile application(s) made available for download by TRACOL (or its licensors) to Users and Third Party Providers respectively.
- TRACOL ASIA Sdn Bhd in relation to TRACOL Fruit, TRACOL Edu , TRACOL Travel and all TRACOL related sub branding.
“TRACOL Policies” means the following:
- all other forms, policies, notices, guidelines, frequently asked questions (FAQs), or agreements provided to or entered into by you from time to time.
“Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information.
“Platform” means the relevant TRACOL technology platform, portal or website that, when used in conjunction with the Application, enables Users to request or access Solutions.
“Service” means the linking of Users to Third Party Providers or other Users through the Application, Platform and/or Software.
“Software” means any software associated with the Application which is supplied made available for download and installation by TRACOL.
“Solutions” means the following transportation and/or logistics services which are made available to Users through the Service (each a “Solution”)
Any such other services which TRACOL may make available from time to time
“Third Party Provider” means the independent third parties who provide the Solutions to Users through the Service, including third party merchants.
“User” means any person who uses the Application, Platform and/or Software to search for and obtain the Solutions
“User Charges” shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.
Representations, Warranties and Undertakings
By using the Service, you represent, warrant / undertake that:
- You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old. You cannot enter into the Agreement if you are below eighteen (18) years old.
- All the information which you provide shall be true and accurate.
- You will only use the Application, Platform and Service for their intended and lawful purposes.
- You will keep your account password or any identification we provide you which allows access to the Service secure and confidential.
- You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
- You will not try to interrupt or harm the Service, Application and/or the Software in any way.
- You will not attempt to commercially exploit any part of the Application without our permission, including without limitation modify any of the Application’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission.
- You will not authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity.
- You will provide us with whatever proof of identity or any other documents, permits, licenses or approvals which we may reasonably request or require.
- You will not use the Application for sending or storing any unlawful material or for fraudulent purposes.
- You will not use the Application and/or the Software to cause nuisance or behave in an inappropriate or disrespectful manner towards TRACOL or any third party.
- When using the Service, you agree to comply with all laws applicable to you and/or your use of the Service.
- You will not copy, or distribute the Software or other content without written permission from TRACOL.
- You will provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement. You agree that TRACOL may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, TRACOL has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice.
- You will only use an access point or data account which you are authorized to use.
- You agree that the Service is provided on a reasonable effort basis.
- You agree to assist TRACOL with any internal or external investigations as may be required by TRACOL in complying with any prevailing laws or regulations in place.
- You agree to assume full responsibility and liability for all loss or damage suffered by yourself, TRACOL or any other party as a result of your breach of this Agreement
- You will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud TRACOL or to disrupt the natural functions of the Application
- You provide us the phone numbers of TRACOL users and other contacts in your mobile phone address book on a regular basis. You confirm that you are authorised to provide us with such numbers to enhance your use of the Service.
If you are a Third Party Provider, you further represent, warrant / undertake that:
- If applicable, you own, or have the legal right and authority to operate, the vehicle or motorcycle, (“Vehicle”)which you intend to use when accepting Users, and such Vehicle is in good operating condition and meets the industry safety standards for Vehicles of its kind.
- If applicable, you will use the appropriate road safety equipment, as required by applicable laws (e.g. helmet).
- If applicable, you have a valid policy of liability insurance (in industry-standard coverage amounts) for the operation of your Vehicle and/or business insurance to cover any anticipated losses related to the operation of a taxi/passenger delivery service.
- You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the transportation/delivery service provided by you.
- You shall not contact Users for purposes other than in connection with the Service.
- You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Application, or any other customer of TRACOL, including without limitation any user account not owned by you, to its source, or exploit the Application or any service or information made available or offered by or through the Application, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Application.
- You are aware that when responding to Users, standard telecommunication charges may apply which shall be solely borne by you.
- If you are required to and do sign up for an account on behalf of your employer, your employer shall be the owner of the account, and you represent and warrant that you have the authority to bind your employer to the Agreement.
- You are strictly forbidden to use the Service for other purposes such as but not limited to data mining of TRACOL’s information or information related to the Application or the Service. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and TRACOL reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service other than for the purpose for which it is intended to be used; and
If you are a User, you further represent, warrant / undertake that :
- Your use of the Service is for your own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Unaccompanied Minor”), in which case you shall assume primary responsibility of the Unaccompanied Minor.
- You will not use the Application, Platform and/or the Software to cause nuisance, annoyance, inconvenience or make fake bookings.
- You shall not contact the Third Party Provider for purposes other than the Service.
- Where applicable, you will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Application or Platform except for your personal, non-commercial use.
- Where applicable, you will not copy any content displayed through the Application or Platform, including any third party product content and reviews, for republication in any format or media.
- You acknowledge and agree that only one (1) account can be registered on one device.
- You are aware that when requesting Solutions by SMS or by using the Service, standard telecommunication charges will apply; and
- You agree that TRACOL may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account.
Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Application, Platform and Software. While we continuously develop the Application, Platform and Software in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Application, Platform and Software is likely to be accessed from, we do not warrant compatibility of the Application, Platform and Software with specific mobile devices or other hardware.
License Grant and Restrictions
TRACOL and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access the Application and/or the Software to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TRACOL and its licensors.
You shall not:
- license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way.
- modify or make derivative works based on the Application and/or the Software.
- “mirror” the Application / Software on any other server or wireless or internet-based device.
- except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, this Application or any software or services made available on or through the Application.
- use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, (a) to unduly burden or hinder the operation and/or performance of the Application; (b) to conduct data mining or scraping activities, or (b) in any way reproduce or circumvent the navigational structure or presentation of the Application or its content.
- post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
- remove any copyright, trademark or other proprietary rights notices contained on the Application or Platform; or
- use the Application to: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (c) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (e) attempt to gain unauthorized access to the Application or its related software, systems or networks; (f) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (g) engage in any conduct that could possibly damage our reputation or amount to being disreputable.
Payment Terms for Third Party Providers (Customers/Delivery Partners)
The fees which you pay TRACOL for the Service are due immediately and are non-refundable (“Service Fee“). Subject to any limit stipulated by the applicable law, the Service Fee shall be a percentage of the User Charges, as determined by TRACOL from time to time. This no-refund policy shall apply at all times regardless of your decision to terminate your access to the Application / Platform, our decision to terminate or suspend your access to the Application / Platform, disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever.
YOU ACKNOWLEDGE AND CONFIRM THAT TRACOL MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO YOU THE TOTAL AMOUNT OF USER CHARGES DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SOLUTION.
TRACOL retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the Terms in this Agreement. In such an event, you shall not hold TRACOL liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.
TRACOL may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Users whereby these promotional offers shall accordingly be honored by you. TRACOL may change the Service Fee at any time at its sole discretion.
You may add funds (“Credits”) to your Customer Credit Balance to fulfill the Minimum Balance requirement. The maximum balance you may hold in the Customer Cash Balance at any time is RM1,500.00. Balance may be added in any manner prescribed by TRACOL from time to time (such as cash reload and credit/debit card payments or transfer from your Customer Cash Balance).
Funds in the Customer Credit Balance are not redeemable for cash and cannot be refunded. They cannot be resold, exchanged or transferred for value under any circumstances. The funds shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances. You will not receive interest or other earnings on your Credits. TRACOL may receive interest on amounts that TRACOL holds on your behalf. You agree to assign your rights to TRACOL for any interest derived from your Credits.
Payment Terms for Users:
Users are required to make full payment of the User Charges for all services offered in the Application by the method selected at the time of booking, which may be cash, or one of the automated payment methods available to you on the Application. Any payment pursuant to such selection is non-refundable and irrevocable.
If the tipping feature is available, you may have the option to pre-set a default “tip” amount of your choosing when you register for the Service. This will automatically be included in the User Charges after the Solution has been provided and given to the Third Party Provider unless you choose to change the amount or remove the tip.
For Third Party Providers:
The Users rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Users’ bookings will impair the Users’ experience and negatively impact the reputation and branding of TRACOL.
While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. TRACOL reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.
You may cancel your request for services at any time before you commence your ride with the Third Party Provider that has been matched with you by the Service.
If you decide to cancel your booking or delivery at the designated location, you may be charged a Cancellation Fee or such other Cancellation Fee as TRACOL may notify from time to time via the Cancellation Policy on TRACOL’s website.
3 If you feel you were incorrectly charged a Cancellation Fee, you may contact TRACOL via the Help Centre on TRACOL’s website for assistance. TRACOL reserves its absolute discretion to any refunds to you and such refunds may be credited to the payment card you used for the journey, or the TRACOLPay Credits or such other method as is deemed reasonable by TRACOL, for cash payments.
TRACOLRewards Loyalty Programme and Promotions for Users
If you are a User using the Application, you will automatically be a member of the loyalty programme named “TRACOLRewards Loyalty Programme” operated by TRACOL and/or its affiliate companies.
Any complaints between Third Party Providers and Users must be taken up with each other directly.
Intellectual Property Ownership:
You agree that this Agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. You shall comply with all applicable laws and take all steps required to enable, assist and/or defend TRACOL to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service.
If you are a Third Party Provider, you are accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.
You shall maintain in confidence all information and data relating to TRACOL, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of TRACOL (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from TRACOL, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without TRACOL’s prior written consent, disclose such information to any third party nor use it for any other purpose.
The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:
- was at the time of receipt already in your possession
- is, or becomes in the future, public knowledge through no fault or omission on your part;
- was received from a third party having the right to disclose it; or
- is required to be disclosed by law.
Data Privacy and Personal Data Protection Policy:
You acknowledge that TRACOL may disclose Personal Data of other individuals to you in the course of your use of TRACOL’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by TRACOL, and not for any other unauthorized purposes.
Third Party Interactions:
We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
Disclaimer of Warranties :
TRACOL makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Third Party Providers or any Solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Third Party Providers and shall have no recourse to TRACOL in respect of the same.
THE SERVICE, PLATFORM, APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE THIRD PARTY TRANSPORTATION PROVIDER BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. TRACOL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
UNLESS OTHERWISE STATED, AND TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS AGAINST TRACOL BY YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. TRACOL AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE OR SOLUTION, INCLUDING BUT NOT LIMITED TO:
- LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
- THE USE OR INABILITY TO USE THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING;OR
- AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY USER, THIRD PARTY PROVIDER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED TO BY THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE,
- EVEN IF TRACOL AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TRACOL DOES NOT WARRANT AND REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE TRACOL FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS.
EVEN IF TRACOL AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TRACOL DOES NOT WARRANT AND REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE TRACOL FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS.
TRACOL WILL NOT BE A PARTY TO DISPUTES, OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE CUSTOMER WITH A CURRENT CORPORATE ACCOUNT WITH TRACOL, TRACOL CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PARTY PROVIDERS, INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE TRACOL FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING THIRD PARTY TRANSPORTATION PROVIDERS, MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION.
THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO USERS. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.
TRACOL may give notice through the Application, electronic mail to your email address in the records of TRACOL, or by written communication sent by registered mail or pre-paid post to your address in the record of TRACOL. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to TRACOL (such notice shall be deemed given when received by TRACOL) by letter sent by courier or registered mail to TRACOL using the contact details as provided in the Application.
This Agreement comprises the entire agreement between you and TRACOL and supersedes any prior or contemporaneous negotiations or discussions.
Suspension and Termination
You agree that we may do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Application, or any portion of the Application (including access to your Account and/or the availability of any products or services), for any reason; (ii) to modify or change any applicable policies or terms; and (ii) to interrupt the operation of the Application or any portion of the Application (including access to your Account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes. We shall not be required to compensate you for any suspension or termination.
No Third Party Rights or Assignment
This agreement does not give rights to any third parties who are not party to this Agreement.
Where applicable, any refunds given to Users by TRACOL, on behalf of the TRACOLFood Merchant, shall be in accordance to the Merchant’s Customer Refund Guidelines.
Creation and Monitoring of Self-funded Marketing Activities
You may be able to create a campaign, participate in a promotion or place an order for advertisement(s) to be placed on the Application via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign, promotion and/or advertisement (“Marketing Activity(ies)”). In creating or otherwise indicating consent to participate in a Marketing Activity, you may be required to indicate information such as the type of Marketing Activity, budget for the Marketing Activity and/or the proposed duration for the Marketing Activity. The types of Marketing Activities which you may choose from may be varied from time to time at TRACOL’s sole discretion, and where provided, suggested or offered, you agree and acknowledge that they are made available on an ‘as-is’ basis.
By creating or otherwise indicating consent to participate in a Marketing Activity, you accept the following additional general conditions:
- Any information submitted through your account to us (whether via our Application or otherwise), including without limitation the submission of your consent to participate in a Marketing Activity and acceptance of the applicable terms, shall be deemed to have been submitted by you, regardless of whether they are submitted on your behalf by your employee or other individuals. You are solely responsible to ensure that only authorized individuals have access to your account.
- Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading.
- Your intention to create or otherwise indicate consent to participate in a Marketing Activity must be genuine and must not be conducted in a manner which may be misleading to the Users. You shall indemnify us in the event where we incur any losses or damages arising from or in connection with the Marketing Activity.
- Depending on the type of Marketing Activity elected by you, the way in which we may facilitate the Marketing Activity may differ. You agree that it is your responsibility to review any and all information made available by us to understand how each type of Marketing Activity will be facilitated. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating or otherwise indicating consent to participate in a Marketing Activity. By creating or otherwise indicating consent to participate in a Marketing Activity, you irrevocably agree to the way in which the Marketing Activity will be facilitated.
- You shall be responsible to directly handle any complaints or enquiries from Users in respect of the Marketing Activity.
- In the event where you would like to end, pause or otherwise vary a Marketing Activity (for example, where the discounted item under the Marketing Activity has become out of stock prior to expiry of the said duration, where you would like to cancel the Marketing Activity or vary the budget indicated for the Marketing Activity), you must immediately indicate the same via our Application or otherwise in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the Marketing Activity and remain responsible to handle any enquiries or complaints from Users in respect of or in connection with the Marketing Activity.
- Notwithstanding any provision otherwise and in any event, your creation or indication of consent to participate in a Marketing Activity does not indicate our approval that the Marketing Activity is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the Marketing Activity is, and will be conducted, in accordance with the applicable law.
- While we do not supervise or monitor the Marketing Activity,we reserve the rights to (but are not obliged to) cancel, suspend or otherwise vary the Marketing Activity.
- We may make available to you information relating to the Marketing Activity, and such information shall be considered as part of the content of the Application and is subject to Clause below of this Section B.
- You agree to pay to TRACOL any and all costs and expenses in connection with the Marketing Activity and the payment shall be in the manner as described under Clause 1.2.8 below of this Section B.
- You must notify us immediately if your account has been used without your authorization to create or otherwise indicate consent to participate in a Marketing Activity or where any other breach of security has occurred. In such an event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred due to the Marketing Activity created or launched using your account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your account.
- You agree that any amount payable to you by Users pursuant to the Marketing Activity may be rounded in accordance with our internal policies which we may update from time to time.
Submission of Content or Information
We do not claim ownership of any content or information that you upload on our Application or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such license.
Via the Application, we may provide you with an option to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by User(s) in order to facilitate the Service(s) including without limitation detail(s) of an order placed by a user. You acknowledge that any such content or information may be made available in real time to end customers via an application operated by us or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the end customers in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted or amended by you (via the Application or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights. In the event where you amend any content submitted by user(s) such as an order placed by a User, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected User; and (2) TRACOL is not involved in and will not be responsible for the amendments made by you, though TRACOL reserves the right to (but is not obliged to) carry out Rectification Measure(s) (as defined below) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.
You must obtain our prior written approval if you wish to link to or make use of any content on our Application. In this regard, you may send us a formal request by way of email for our consideration. For the avoidance of doubt, without our approval, you are not allowed to link or make use of any content on our Application for commercial purposes. In any event, notwithstanding that we have granted approval for the linking, you must not establish a link to our Application (a) in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (b) in any website which prohibits such linking or will in any way prejudice or compromise our reputation or integrity. We reserve the right to withdraw linking permission without notice. The Application must also not be framed on any other site.
Content of the Application
Notwithstanding any provisions otherwise, in order to settle any amount payable by you to TRACOL or its affiliates (‘Amount Payable’), you authorise TRACOL and its affiliates to directly deduct the Amount Payable from any amount receivable by you as a Third Party Provider (including without limitation your balance in the merchant wallet on the Application) (“Amount Receivable”) prior to crediting the Amount Receivable to the bank account(s) which you have instructed TRACOL or its affiliates to transfer the Amount Receivable to. We reserve the right to change the payment method or otherwise set off the Amount Payable against your Amount Receivable by providing reasonable advance notification to you; or opt to issue an invoice for the Amount Payable where we deem appropriate.
Limitation of Liability
Notwithstanding any other term in this Agreement, this Agreement shall terminate when your relationship with us as a merchant on our systems is terminated. Such termination does not release either party from any liability which, at the time of such termination has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have with respect to any breach of this Agreement.
TRACOL for Business
Provision of Services
Active Account Required
User Account Linking
To enable TRACOL for Business features for a Proposed User with an Active Account, you shall provide TRACOL with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Corporate User (e.g., firstname.lastname@example.org), and (iii) other identifying information about the Active Account holder as reasonably requested by TRACOL (“Linking Data“). TRACOL will use the Linking Data provided for the purpose of authenticating the identified Active Account holder and linking such Active Account with the TRACOL for Business account to establish the Active Account holder as an Authorised User, and verifying the status of such Authorised User from time to time during the term of this Agreement. All Proposed Users invited to enable TRACOL for Business features will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with Corporate User Account for Corporate Billing. Upon the linking of the Corporate User Account to an Active Account and where Corporate Billing apples, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to your Corporate User Account via the Corporate Billing option.
You acknowledge that the verification and linking described above will require TRACOL to contact each such Proposed User using the Linking Data, and by providing Linking Data, you confirm that you have obtained all necessary consents from each Proposed User for TRACOL to contact such Proposed User for the purpose of implementing the TRACOL for Business account in the applicable Active Account. You shall ensure that Linking Data provided to TRACOL is accurate and complete, and TRACOL shall not be liable to you, an Authorised User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by you.
You agree to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with your Corporate User Account for TRACOL for Business that TRACOL will provide you with detailed trip/ booking information for the rides or other bookings charged to your account, and (ii) obtain any necessary consent from each Authorised User for TRACOL to share detailed trip/booking information with you.
An Authorised User’s personal account may be unlinked from your account and the Corporate Billing option at any time by (i) you unlinking the Authorised User through the Portal.
Responsibility for User Account Activity
TRACOL for Business Portal
You will be provided with access to the Portal. TRACOL’s primary contact with you shall be by way of your appointed administrator set forth on the account creation form associated with this Agreement (“Company Admin“).The Portal mayenable you to (a) view a current list of all Proposed Users who have been invited, and Authorised Users who have been linked, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Authorised User’s access to Corporate Billing (d) view relevant trip/booking information as determined by TRACOL from time to time (“Portal Data“) and prepare and review activity reports using Portal Data, (e) disable all current Authorised Users from using Corporate Billing Methods, (f) manage and update the on file, (g) view current, appoint new, and remove Company Admins. You agree to use Portal Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. TRACOL reserves the right to add, remove and update features and functionality of the TRACOL for Business Portal at any time without any notice to you.
Fees and Payments
In consideration of the provision of the Solution and Platform provided by TRACOL, including Corporate Billing, TRACOL may charge a service or administration fee (the “Fees”) as determined by TRACOL from time to time. You shall pay to TRACOL all User Charges and the Feeson the terms set forth below.
Subject to terms and conditions determined by TRACOL in its sole discretion, you will be able to access monthly reports (each, a “Monthly Report“) for User Charges incurred by Authorise Users utilising Corporate Billing during the preceding month (“Monthly Billing“). If you qualify for and elect to participate in Monthly Billing through the Portal, User Charges and Fees shall be billed to you monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by you within thirty (30) days from the date of such Monthly Report.
If you have not enabled Corporate Billing and instead you have opted for a Reimbursement or corporate credit card method of payment, TRACOL shall charge the Authorised User for User Charges at the end of each Authorised User’s trip/ bookingon a per trip/booking charge basis via the payment methods selected by the Authorised User.
Fees : All Fees shall be exclusive of Value Added Tax (VAT). VAT includes Goods and Services Tax (GST) and/or similar sales taxes. If VAT is chargeable on any Fees, you shall pay the VAT amount to TRACOL when making payment of the Fees. Fees paid shall be paid free of any deduction for withholding tax (if applicable).
For the purpose of clarity, all payments shall be made by you to the TRACOL entity that is stated in the TRACOL for Business account sign-up page on https://www.business.TRACOL.com.
TRACOL reserves the right to immediately suspend your account and suspend any or all Corporate Billing by all Authorised Users in the event of any unpaid User Charges and/or Fees by you due to past due Monthly Reports (as applicable), an invalid credit on your Corporate User account, or a rejected transaction. TRACOL further reserves the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable credit reporting agencies, in the event of any unpaid User Charger and/or Fees hereunder. Re-establishing your account after full payment of late User Charges and/or Fees shall be at TRACOL’s sole discretion. All late payments shall bear interest at 2% per month or the maximum allowed by applicable law.
Term and Termination
These terms shall apply from the date of your Corporate User Account creation and shall remain in effect until it is terminated.
Either you or TRACOL may terminate this agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and paragraphs 4.7 to 4.13 of this section shall survive such termination.
Warranties and Disclaimer of Liability
You further represent and warrant that: (a) you have all rights and permissions necessary to provide TRACOL with the Linking Data and any other information provided to TRACOL hereunder in connection with the Service and Corporate Billing; (b) you have obtained legally-adequate consent from Proposed Users and Authorised Users as necessary to provide TRACOL with any personal data in connection with the Service and corporate payment methods including Corporate Billing, (c) you have notified, and obtained legally adequate consent from, Proposed Users and Authorised Users that TRACOL will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (d) you are in compliance, and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.
OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY OR DATA PRIVACY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF TRACOL OR CORPORATE USER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (I) TEN THOUSAND SINGAPORE DOLLARS (SGD10,000) (OR LOCAL CURRENCY EQUIVALENT THEREOF), AND (II) THE TOTAL FEES PAID OR PAYABLE BY YOU TO TRACOL HEREUNDER.
Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.
TRACOL grants a limited, non-exclusive, non-transferable, revocable, royalty-free licence in Malaysia for the duration of your Corporate User Account, subject to the licence restrictions set out in clause 4.10.4 and the other terms in this Agreement, to use the TRACOL Geo Data for the purposes of accessing and viewing of the Transaction Records for your internal business purposes.
For the purposes of this clause 4.10.3:
“Transaction Records” means the transaction records of Authorised Users who utilise TRACOL’s Solutions and which Authorised Users shall be permitted to view, retain and retrieve, in such form as determined by TRACOL in its sole discretion.
“TRACOL Geo Data” any geolocation data including but not limited to any aggregated or point of interest data, address, distance, and place name made accessible to you by TRACOL to you relating to the Authorised User’s access of the Solutions.
You and Authorised Users shall:
- not use the TRACOL POI Data for any purpose not permitted under this Agreement or in any manner contrary to any law or regulation or any regulatory code, guidance or request; and
- not extract, export, scrape, utilise, use, exploit, distribute, redistribute, disseminate, copy or store the TRACOL Geo Data or Transaction Records for any purpose not expressly permitted by this Agreement; and
- at any time within 10 days of request from TRACOL or upon the termination or expiry of this Agreement, destroy and purge from all its internal and backup systems any and all TRACOL Geo Data (including any extracts and copies thereof), save that Transaction Records may be retained solely for carrying out the purposes stated in 4.10.3.
Non-performance of either party of any obligations hereunder shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
Notwithstanding anything contained in this Agreement, either party may assign this Agreement without the consent but with notice to the other party in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
In any legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this agreement.
Point of Interest Contributions
- This section applies to Users’ and Third Party Providers’ submission of Point of Interest (“POI”) locations to the map in the relevant Application.
- Submission requirements: When submitting a POI, you are required to provide POI content such as the name, address and category of the POI. You may also provide additional POI content such as images of the POI and relevant additional details (“POI Content”).
- Prohibited content: You shall ensure that all POI Ccontent submitted:
- is not inaccurate, fake or spam;
- is not defamatory, obscene, discriminatory, provocative, derogatory, harmful, offensive or otherwise objectionable;
- does not contain irrelevant content such as political or personal opinions;
- does not offer or promote the sale of any regulated or prohibited items or services, including but not limited to tobacco, drugs, alcohol, gambling, weapons, medical services and adult services;
- does not refer to, promote or depict sexually explicit content, abusive images and/or images of minors, violence, terrorism or any other harmful behaviour or illegal conduct;
- does not contain personal/sensitive data or images of any person;
- does not contain images of protected areas, publicly inaccessible locations or restricted areas, or areas where photography and filming are not permitted (e.g. immigration checkpoints, military compounds, interiors of private residences);
- is not copied or stolen, and does not infringe upon third party intellectual property rights; and
- complies with the “Content Code” published by the Malaysian Communications and Multimedia Commission.
- Acceptance, rejection or removal of POI: TRACOL may, at its sole discretion and at any time without notice to you:
- accept or reject any POI Content submitted;
- amend or redact any accepted POI or POI content; and
- remove any POI or POI Content.
- Rewards: TRACOL may provide incentives or rewards for accepted POI Content submissions from time to time, as notified to you in the Application.