1. DEFINITIONS
"SUBPLACE"

means the Platform owned by Abletech Solutions Sdn. Bhd. (Registration No. 201901022986 (1332315-V)), a company incorporated in Malaysia and having its registered address at 2nd Floor, 753, Jalan Subang 3, Taman Perindustrian Subang, 47610 Subang Jaya, Selangor, Malaysia;

"Agreement"

means the contract formed when the Biz Partner has accepted the order placed by the Subscriber on the Platform for the purchase of Goods sold by the Biz Partner (including the chosen respective plan(s) Agreement Terms and Conditions (One-Off, Subscription, Rental and/or any other agreements with similar nature), whichever applicable);

"CRA"

means the Credit Reporting Agencies appointed by SUBPLACE which includes CTOS, EXPERIAN and any other credit reporting agencies approved by SUBPLACE from time to time;

"Goods"

means the goods and/or services made available for sale on the Platform (whether it is on any subscription, rental and/or one-off purchase plan);

"Online Payment Gateway Provider"

means the service provider (including but not limited to Global Payments Card Processing Malaysia Sdn. Bhd., GKASH Sdn. Bhd. and any other payment gateway service provider approved by SUBPLACE from time to time) who operates, processes, and maintains an online payment gateway between SUBPLACE and the respective Banks to effectuate online payment by the Subscriber for the Goods on the Platform;

"Payment Method"

means the ways in which the Subscriber pay for the Goods on the Platform, including but not limited to, credit card, debit card, direct debit, FPX and/or eWallet;

"Payment System"

means the system developed by SUBPLACE for the implementation and administration of an online payment solution, whereby the Biz Partner agree to accept payment by Subscriber on a deferred basis and assigns the deferred payables to SUBPLACE, and SUBPLACE agrees to allow the Subscriber to make payment for the deferred payables via subscription, rental and/or one-off purchase (where applicable), and which may include SUBPLACE performing validation checks and assessments on the Subscriber and the Biz Partner using the system, managing accounts, processing transactions and requests;

"Biz Partner"

means an approved retailer or retail merchant that allows the Subscriber to purchase the Goods on SUBPLACE (including but not limited to one-off purchase, rental and/or subscription plans) and make payment using the services of the Online Payment Gateway Provider;

"Platform"

means the website with the URL link of [ www.subplace.com ] and/or SUBPLACE mobile application, where SUBPLACE may list the Goods for sale on the Platform and the Subscriber may purchase the Goods by executing the Agreement with the Biz Partner on the Platform;

"Return and Refund Policy"

means the terms and conditions regarding the return, replacement and refund of the Goods as may be determined by SUBPLACE from time to time which can be found at [ https://subplace.com/Sublink/return_and_refund_policy ];

"Subscriber"

means the person who purchases the Goods on the Platform;

"Services"

means the use of any services, information and/or functions made available by SUBPLACE on the Platform; and

"Terms of Sale"

means the terms and conditions of sale contained herein and all other terms and conditions and policies pertaining to the use of the Platform and/or the Services.



2.  INTRODUCTION

2.1  The Terms of Sale herein will apply to any sale of Goods (whether one-off purchase, rental and/or subscription) on the Platform. If the Subscriber purchases and/or subscribes to any of the Goods through the Platform, the Subscriber is deemed to have consented to the terms and conditions set forth in the Terms of Sale, the Agreement, as well as any other terms and conditions set out in all of SUBPLACE related agreements of the Goods whenever the Subscriber make a purchase of Goods (whether one-off purchase, rental and/or subscription) through the Platform.

2.2  For the avoidance of doubt, the Terms of Sale supplement the terms and conditions as stipulated in the Agreement and any other SUBPLACE’s policies (as provided on the Platform), of which this Terms of Sale shall form a part of.

2.3  All of the terms and conditions described in the Terms of Sale are subject to change at SUBPLACE’s sole and absolute discretion from time to time. SUBPLACE will keep the Terms of Sale under regular review and may amend it from time to time without prior notice to the Subscriber. The updated version shall apply and supersede all previous versions and as such, it is advisable for the Subscriber to check the Terms of Sale herein on a regular basis.

2.4  The Platform provides a place and opportunity for the sale of Goods (whether one-off purchase, rental and/or subscription) between the Biz Partner and the Subscriber. The Subscriber is offered the preference of purchasing the Goods (whether one-off purchase, rental and/or subscription) as listed by the Biz Partner on the Platform.

2.5  Where the Subscriber has placed an order on the Platform for the purchase of Goods (whether one-off purchase, rental and/or subscription) sold by the Biz Partner and the Biz Partner has accepted the same, this shall constitute an Agreement entered into directly between the Subscriber and the Biz Partner.

2.6  Any information made available on the Platform in relation with the supply of Goods, including drawings, photograph, images, or data about the extent of appearance, performance, delivery, dimensions, weight, consumptions of operating materials, operating costs or any other information disclosed by SUBPLACE and/or Biz Partner through the Platform are not binding but merely for information or illustration purposes only. The Subscriber acknowledges that it does not rely on and waives any claim against SUBPLACE and/or Biz Partner based on any such representations or information so provided.

2.7  The Biz Partner shall in its reasonable endeavours, provide precise description of the Goods to the Subscriber on the Platform. SUBPLACE makes no warranty that such description is updated, free from error and accurate at all times. Should the Subscriber receive the Goods that is fundamentally different from the Goods as described on the Platform and which the Subscriber has order, Clause 7 of this Terms of Sale shall then be applicable.

2.8  By purchasing the Goods (whether one-off purchase, rental and/or subscription) on the Platform, the Subscriber warrants that:

a)  the Subscriber is purchasing the Goods (whether one-off purchase, rental and/or subscription) for his/her personal consumption only and not for business or commercial purposes (including for sale or resale);

b)  the Subscriber is at least eighteen (18) years old and above; and

c)  the Subscriber is legally capable of entering into an Agreement with the Biz Partner on the Platform.

2.9  Any typographical, other error and/or omission in any invoice or other document or information issued by SUBPLACE on the Platform shall be subjected to correction without any liability on the part of SUBPLACE.

3.  ORDER PLACEMENT

3.1  The Subscriber shall purchase the Goods (whether one-off purchase, rental and/or subscription) by placing an electronic order on the Platform.

3.2  The Subscriber shall be solely responsible for ensuring the accuracy of the order placement. All orders placed shall be subjected to the Biz Partner’s acceptance in its sole discretion. Each order accepted by the Biz Partner shall be deemed to be irrevocable and unconditional upon transmission through the Platform. SUBPLACE shall be entitled to process such orders without further consent from the Subscriber. Nonetheless, the Subscriber may request to withdraw or modify the order which SUBPLACE shall endeavour (but not obliged) to give effect to on a commercially reasonable effort basis.

3.3  The order placement and Agreement shall be deemed completed after Biz Partner accepts the electronic order from the Subscriber by issuing an order confirmation acknowledgement to the Subscriber through the Platform. Biz Partner shall be entitled to reject or cancel any order without giving any reasons for the same to the Subscriber prior to the issuance of the order confirmation acknowledgement. The Biz Partner may require the Subscriber to furnish the contact and other verification information, including but not limited to, address and contact numbers prior to issuing an order confirmation acknowledgement.

3.4  No concluded Agreement may be modified or cancelled by the Subscriber except with prior written consent from the Biz Partner and on strict terms that the Subscriber shall indemnify the Biz Partner and/or SUBPLACE in full against all loss including loss of profit, costs, damages, charges, and expenses incurred by Biz Partner and/or SUBPLACE as a result of the modification or cancellation, as the case may be.

4.  PRICE

4.1  The price of the Goods shall be the price stated and displayed on the Platform at the time which the Subscriber places and completes the electronic order form on the Platform. For the avoidance of doubt, the price shall also include any applicable sales and services tax, value added tax or any other similar tax which the Subscriber shall be liable to pay to SUBPLACE in addition to the price of the Goods, on behalf of the Biz Partner.

4.2  Should there be any occurrence of mispricing of Goods on the Platform, SUBPLACE reserves the absolute right to terminate the Agreement with three (3) days’ notice to notify the Subscriber of such cancellation. SUBPLACE shall have the right to terminate the Agreement notwithstanding that the Goods have been dispatched, are in transit or that payment has been charged to the Subscriber.

5.  PAYMENT TERM

5.1  The Subscriber shall be entitled to make payment for the Goods using the various payment methods made available on the Platform. When the Subscriber places an electronic order on the Platform, actual payment has been charged pursuant to the formation of the Agreement. All payments shall be made to SUBPLACE, on behalf of Biz Partner. The Subscriber acknowledges that SUBPLACE is entitled to collect payments from the Subscriber on behalf of the Biz Partner.

5.2  The Subscriber acknowledges that SUBPLACE has entered into agreements with several online payment gateway providers (hereinafter referred to as the “Online Payment Gateway Providers”) for them to provide payment facilities and services for the Goods selling through the Platform. The Subscriber hereby agrees that all duties, obligations, responsibilities, and liabilities of SUBPLACE in any of such past, present, and future agreements (hereinafter collectively referred to as the “Payment Guidelines”) shall also apply equally to the Subscriber.

5.3  The terms and conditions applicable to each type of payment, as prescribed by SUBPLACE on the Platform, shall be applicable to the Agreement. The payment methods may also be subjected to the following terms and conditions:

(i)  Credit Card

Credit card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in. SUBPLACE accepts all MasterCard and Visa credit cards that is 3D Secure enabled. Kindly note that extra charges could be imposed if the Subscriber is using a non-Malaysian issued card due to foreign exchange rate.

(ii)  Debit Cards

SUBPLACE accepts all Malaysian Visa and MasterCard debit cards, subject to bank availability. All debit card numbers shall be protected by industry leading encryption standards.

(iii)  Online Banking

By choosing this payment method, the Subscriber shall transfer the amount of the total purchase price of the Goods purchased by the Subscriber to SUBPLACE account (including any applicable taxes, fees, and shipping costs). The transaction must be payable in Ringgit Malaysia. SUBPLACE, in its sole discretion, may refuse this payment option service to anyone or any Subscriber without notice for any reason at any time.

(iv)  eWallet

SUBPLACE accepts eWallet payment which is a type of pre-paid account (strictly by eWallet provider approved by SUBPLACE only) to be used for future online transaction through a computer or smartphone on the Platform. In order for payment via eWallet to be successful, the Subscriber will be required to link the respective eWallet to the Subscriber’s respective bank account. SUBPLACE, in its sole discretion, may refuse this payment option service to anyone or any Subscriber without notice for any reason at any time.

5.4  The Subscriber shall not claim against SUBPLACE for any failure, disruption, or error in connection with the Subscriber’s chosen payment method. SUBPLACE reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without further reason or notice to the Subscriber.

5.5  Should the Subscriber fail to make any payment or payment is cancelled for any reasons whatsoever, without prejudice to any other right or remedy available to SUBPLACE, SUBPLACE shall be entitled to:

(i)  rescind the Agreement until payment is made in full;

(ii)  submit the Subscriber’s name whose the rental payment in relation to the rental Agreement which is in arrears of more than sixty (60) days, to the CRA (including but not limited for the purpose of highlighting the Subscriber’s trading profile); and/or

(iii)  to inform the relevant Biz Partner on the subscription payment in relation to the subscription Agreement which is in arrears of more than sixty (60) days, to exercise their right to cease their obligations under the Agreement (including but not limited to any warranty, service, or service support entitlement provided to the Subscriber) and to proceed with the repossession of the Goods, until the Subscriber clear any outstanding sum due in full to the Biz Partner.

5.6  The refunds of Goods shall be determined in accordance with SUBPLACE’s Return and Refund Policy (as further detailed under Clause 7 of this Terms of Sale). The Subscriber agrees that SUBPLACE reserves the right to change the terms and conditions of the Return and Refund Policy from time to time as it deems fit. SUBPLACE has no guarantee of any nature on the timeliness of the refunds as the processing of payment may take time and be subjected to the Online Payment Gateway Providers’ internal timeline.

5.7  All payments for the purchased Goods must be made to SUBPLACE using the payment methods made available on the Platform only. SUBPLACE shall not be held responsible for any losses which may arise from payments made through payment methods apart from the available payment methods on the Platform.

6.  DELIVERY/PERFORMANCE

6.1  The Subscriber shall ensure the accuracy of the delivery address upon successful purchase of the Goods (whether one-off purchase, rental and/or subscription) on the Platform.

6.2  SUBPLACE has the right at any time, to assign any or all of its obligations for the sale or delivery of the Goods (whether one-off purchase, rental and/or subscription) to any other party from time to time, without giving notice of the same to the Subscriber.

6.3  Any stated delivery dates are approximate, and delays may occur. The time for delivery or performance shall not be of the essence. SUBPLACE shall not be liable for any delay in delivery or performance of the Goods howsoever caused.

6.4  If the Subscriber fails to receive the Goods within a reasonable time, the Subscriber may notify SUBPLACE via a written notice and be entitled to demand performance within a specified time, which shall not be less than fourteen (14) days, to which the following will occur:

a)  The transfer of the physical possession of the Goods to the Subscriber shall be made by the Biz Partner at their sole costs and expenses. The risk of loss of the Goods shall pass to the Subscriber upon such delivery;

b)  Any stated delivery dates are approximate until and unless fixed by both the Biz Partner and the Subscriber. The Biz Partner shall not be liable for any losses, damages, penalties, and/or expenses for failure to meet such delivery date howsoever caused; and/or

c)  Should there be any request on the relocation of the Goods, it is subject to the Biz Partner’s sole discretion and availability of the coverage area in order to accommodate the Subscriber’s request for such relocation.

6.5  Where the Goods have been delivered to the Subscriber even after such refunds have been claimed by the Subscriber pursuant to Clause 6.4 above, the Subscriber shall immediately notify SUBPLACE on the same. The property in the Goods shall not pass to the Subscriber and the Subscriber shall hold the Goods as the Biz Partner's fiduciary agent and bailee and shall keep the Goods separate from those of the Subscriber. SUBPLACE shall be entitled at any time to demand the Subscriber to deliver up the Goods to SUBPLACE’s designated spot. In the event of non-compliance, the Biz Partner and/or SUBPLACE reserves its right to take legal action against the Subscriber for the delivery of the Goods and further reserves its right to seek damages and all other costs including but not limited to legal fees against the Subscriber.

6.6  If the Subscriber fails to take delivery of the Goods (other than by reason of any cause beyond the Subscriber's reasonable control or by reason of SUBPLACE’s fault) then, without prejudice to any other right or remedy available to SUBPLACE, SUBPLACE may:

(i)  sell the Goods at the best price readily obtainable and account to the Subscriber for the excess amount over the original price of the Goods under the Agreement, provided that, the price has been paid in cleared funds in full; or

(ii)  terminate the Agreement and claim damages.

7.  RETURN, REPLACEMENT OR REFUND

7.1  All Goods (whether one-off purchase, rental and/or subscription) sold on the Platform is covered under SUBPLACE’s Return and Refund Policy. The Subscriber may initiate the return process by communicating with SUBPLACE through the Platform. Please refer to the Return and Refund Policy on SUBPLACE’s website for further information or at this link [ https://subplace.com/Sublink/return_and_refund_policy ].

8.  RISK AND OWNERSHIP OF THE GOODS

8.1  The ownership in the Goods shall not pass to the Subscriber until SUBPLACE has received payment or cleared funds payment in full for the price of the Goods and all other Goods agreed to be sold by Biz Partner to the Subscriber for which payment is then due.

8.2  Until such time as the ownership in the Goods passes to the Subscriber, the Subscriber shall hold the Goods as a fiduciary agent and bailee and shall keep the Goods separate from those of the Subscriber.

8.3  The Subscriber shall immediately notify SUBPLACE of any matter relating to the Biz Partner’s title to the Goods as well as providing any information relating to the Goods as SUBPLACE may require from time to time.

8.4  The Subscriber shall not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Goods which remain the property of Biz Partner. However, should the Subscriber do commit the foregoing prohibited actions, all moneys owing by the Subscriber to the Biz Partner shall (without prejudice to any other right or remedy of Biz Partner under this Agreement) forthwith become due and payable.

8.5  If the provisions in this Clause 8 are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Subscriber shall take all steps necessary to give effect to the same.

8.6  The Subscriber shall indemnify the Biz Partner and/or SUBPLACE against all loss, damages, costs, expenses and/or legal fees incurred by the Subscriber in connection with the assertion and enforcement of the Biz Partner’s rights under this Clause 8.

9.  TERMINATION

9.1  Without prejudice to any other right of termination elsewhere in the Agreement, SUBPLACE may, stop any Goods in transit, suspend further deliveries to the Subscriber and/or terminate the Agreement with immediate effect by written notice to the Subscriber on or at any time after the occurrence of any of the following events:

(i)  the Goods being unavailable for any reason on the Platform; and/or

(ii)  the Goods has been mispriced on the Platform.

10.  REPRESENTATIONS AND WARRANTIES

10.1  Subject as expressly provided in this Terms of Sale, all other warranties, terms, or conditions, including those implied by statute or common law, are excluded to the fullest extent permitted by applicable law.

10.2  The above warranty concerning the Goods is given subject to the following conditions:

(i)  Any description given of the Goods is given by way of identification only and the use of such description shall not constitute a sale by description.

(ii)  No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the Biz Partner and/or SUBPLACE.

(iii)  The Biz Partner binds itself only to deliver Goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the Biz Partner's opinion in that behalf. SUBPLACE is not liable for any such special or particular description which may have been provided by the Biz Partner through the chat system. SUBPLACE does not give any warranty as to the quality, state, condition, or fitness of the Goods.

(iv)  SUBPLACE shall be under no liability for the following measures and actions taken by the Subscriber for the consequences thereof: improper remedy of defects, alteration of the Goods without the prior agreement of the Biz Partner and, addition and insertion of parts (in particular of spare parts which is not approved or recognized by the Biz Partner).

(v) SUBPLACE shall be under no liability in respect of any defect arising from unsuitable or improper use, defective installation, or commissioning by the Subscriber, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow the Biz Partner’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Biz Partner’s approval.

(vi)  The Subscriber herein agrees that SUBPLACE is only the Platform provider, wherein its sole purpose is to assist the Biz Partner to list their Goods (whether one-off purchase, rental and/or subscription) for sale on the Platform and the Subscriber may then purchase, rent and/or subscribe to such Goods by executing the Agreement with the Biz Partner on the Platform. As such, any warranties provided by the Biz Partner to the Subscriber for the specific Goods bought shall be as set forth in the terms and conditions of the Agreement.

(vii)  SUBPLACE is not liable for any loss damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without the Biz Partner’s prior written approval and the Subscriber shall fully indemnify the Biz Partner and/or SUBPLACE against each loss liability and cost arising out of such claims.

11.  EXCLUSION OF LIABILITY

11.1  In no event shall SUBPLACE be liable for loss of profit or goodwill, loss of production or revenue or any type of special, indirect, or consequential loss whatsoever (including loss or damage suffered by the Subscriber as a result of an action brought by a third party) even if such loss were reasonably foreseeable or if SUBPLACE had been advised by the Subscriber of the possibility of incurring the same.

11.2  The cumulative maximum liability of SUBPLACE under or in connection with this Agreement irrespective of the basis of claim shall be limited in accordance with the provisions of this clause i.e. shall not exceed the sums that the Subscriber have paid to SUBPLACE under the Agreement.

11.3  No action shall be brought against SUBPLACE later than twelve (12) month(s) after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than twelve (12) month(s) after the end of the respective Agreement period.

12.  GENERAL PROVISIONS

12.1  Any notice required or permitted to be given by either party to the other under this Terms of Sale or the Agreement shall be in writing addressed, if to SUBPLACE, to its registered office or principal place of business and if to the Subscriber, to the address stipulated in the relevant order.

12.2  SUBPLACE shall not be held liable for non-performance, error, interruption, or delay in the performance of its obligations under this Agreement (or any part thereof) or for any inaccuracy, unreliability, or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond SUBPLACE’s reasonable control.

12.3  The failure of any party to insist on the performance of any obligations hereunder shall not act as a waiver of such obligation. No waiver, modification, release, or amendment of any obligation under this Agreement shall be valid or effective unless in writing and signed by the parties hereto. Notwithstanding the foregoing, it is the intention of the parties that this Agreement shall supersede any other additional or different terms and conditions of any purchase order, confirmation, invoice, or similar document, even if accepted in writing by the parties, and that such waivers and amendments shall only be effective if it has been made by non-pre-printed Agreement clearly understood by the Parties to be an amendment or waiver.

12.4  The Subscriber must discharge all legal avenues against Biz Partner should any dispute, controversy or claim arises out of or relates to the Agreement, or the breach, termination, or invalidity thereof, prior to bringing a claim against SUBPLACE.

12.5  This Agreement shall be governed by the laws of Malaysia and the Subscriber agrees to submit to the jurisdiction of the courts in Malaysia.

12.6  Any such actions brought against SUBPLACE for any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre (“AIAC”). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the AIAC. The place of arbitration shall be Kuala Lumpur. Any award by the arbitration tribunal shall be final and binding upon the Parties.

12.7  The Terms of Sale as stipulated herein shall constitute the entire agreement between SUBPLACE and the Subscriber relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications, and agreements with respect to the subject matter hereof.

12.8  SUBPLACE reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under the Terms of Sale and reserves the right to use any service providers, subcontractors and/or agents on such terms as SUBPLACE deems appropriate.

12.9  Any typographical, clerical, or other error or omission in any acceptance, invoice, or other document on SUBPLACE’s part shall be subject to correction without any liability on SUBPLACE’s part.



*This Terms of Sale is updated as at 04 August 2022.