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Terms & Conditions

1. AGREEMENT

1.1. The HDI365 Web Site, Chup-La Web Site, and Chup-La Mobile App (HDI365) is a Service developed by HDI365 Sdn Bhd and is governed by this agreement, including all schedules and appendices attached or referred hereto (if any), the terms and conditions contained herein, the Policies, and all other relevant rules and information published by HDI365from time to time on the Platform, is an agreement between you and HDI365 ("Agreement" or "Terms and Conditions").

1.2. You acknowledge that you have read, agree to comply with and be bound by Terms & Conditions prior to your access to and use of the Service. Your activation and use of the Service constitutes your unconditional acceptance of these Terms & Conditions and to keep yourself updated with the Terms and Conditions (as Amended) as may be amended by HDI365 for time to time, without prior notice.

1.3. You acknowledge and consent to the processing of all personal data and information provided, made available or submitted by you to us in accordance with the privacy policy published on the Platform ("Privacy Policy"). You acknowledge that you have read and agreed to the Privacy Policy.

1.4. HDI365 shall not be held liable for any loss, damage, or expense accrued (regardless of whether HDI365 receives prior notice or advice of the possibility of damage) as a result of any Amendments to the Mobile App or these Terms and Conditions.

1.5. If you do not agree to or fall within the Terms and Conditions and wish to discontinue using the Mobile App, proceed with termination as set out in the Termination of this Terms and Conditions.

2. USE OF THE SERVICE

2.1. The Account is not transferable nor assignable to any third party and shall be exclusively used by you.

2.2. The Account cannot be pledged or used in any manner by you as any form of security instrument for any purpose whatsoever.

2.3. In addition to the classes of users as stated herein, HDI365 may process and disclose your Personal Information to the following classes, but not limited to:

  • (a) Affiliated companies with HDI365;
  • (b) Persons/Organizations required under law or where disclosure is necessary for the purposes of compliance with applicable laws or in response to relevant authorized requests.

3. REGISTRATION

3.1. Membership ("Membership”) to the Website or Mobile App i(“Platforms”) is opened to all individuals aged eighteen (18) years old, and you expressly agree and warrant that at all times:

  • 3.1.1. You will only use the Platforms for lawful purposes;
  • 3.1.2. You will not use the Platforms for sending or storing any unlawful material or for fraudulent purposes;
  • 3.1.3. You will not try to harm the software of the Mobile App in any way whatsoever;
  • 3.1.4. You will not copy or distribute the software of the Platforms or any other content without written permission from HDI365;
  • 3.1.5. You will keep secure and confidential your account password (if any) or any identification we provide you which allows access to the Platforms;
  • 3.1.6. You will provide HDI365 with proof of identity as it may reasonably request or require;
  • 3.1.7. You acknowledge and agree that only one (1) account can be registered on one (1) mobile or electronic device;
  • 3.1.8. You shall not employ any means to defraud HDI365 or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion or campaign launched by HDI365 to encourage new subscription or usage of the Platforms by new or existing customers;
  • 3.1.9. You shall not impair or circumvent the proper operation of the network which the Platforms operate on;
  • 3.1.10. You agree that the Mobile App is provided on a reasonable effort’s basis; and
  • 3.1.11. You agree that your use of the Platforms and its offerings will be subject to HDI365’s Privacy Policy (as hereinafter defined) as may be amended from time to time.

4. MEMBERSHIP

4.1. Each individual shall only be entitled to apply for ONE (1) Membership.

4.2. You are required to provide us your personal information during the application process and from time to time during the term of your Membership. Your personal information shall be true and accurate, will be processed by us in accordance with the privacy policy published on the Platform ("Privacy Policy"). You shall ensure that all the relevant information is made available to us and kept updated from time to time. You shall promptly notify us of any inaccurate records or any unauthorized activities.

4.3. In the event that any third party personal information is provided by you to us, you are responsible for ensuring that all necessary consent has been obtained from such third parties and that such third parties have agreed to the processing of his/her personal information by us in accordance with the Privacy Policy.

4.4. No person shall own more than one Account. We will assume that anyone using your Account or transacting through your Account is you. You shall be solely responsible for keeping all your Account Identification and all details in connection with your Account confidential and secure at all times and shall immediately notify us of any unauthorized access to your Account.

4.5. HDI365 reserves the right to merge and consolidate the details and points earned on the duplicate account(s) of the Member into the Member's earlier account, retaining their original expiry date or forfeit such points earned on the duplicate account(s), and thereafter cancel all duplicate account(s).

4.6. HDI365 shall not be responsible for any loss of Rewards (as hereinafter defined) earned, Membership privileges, Purchases and / or services due to duplicate account(s) of a Member, regardless of whether such Member has knowledge of the duplicate account(s).

4.7. The Membership is non-transferable, non-assignable, and is for the exclusive use of the Member.

4.8. HDI365 reserves the right to verify the eligibility of any individual who signed-up and may refuse the Membership application of any individual that provides inaccurate, incomplete details or it determines to be tampering with the Membership sign-up process including but not limited to providing inaccurate, incomplete or false details.

4.9. Re-signing up with the same mobile number is not possible within one (1) year of membership termination.

4.10. HDI365 reserves the right to accept or reject re-sign-ups at its sole and absolute discretion without assigning any reason.

5. HDI365 or CHUP-LA Wallet

5.1. Chup-La Wallet is a basic e-wallet in the HDI365’s Mobile App where members can use only for:

  • 5.1.1. Top up to no more than RM 500 Credit via eWallet, Online Banking, and Credit/Debit Card;
  • 5.1.2. ONLY spend the credit to purchase e-vouchers or products or services within the Mobile App. Amount exceeding RM 500 can be transacted using a credit card or debit card or online bank transfer;
  • 5.1.3. Spend the Credit to purchase only menu items at retail outlets operated and owned by HDI365 Sdn Bhd or its subsidiary or within the group.

5.2. The Credits cannot be withdrawn in cash or transferred to a bank account or e-wallets or any other financial instruments outside the HDI365 mobile app where a member or a third party owns the account or is a member of, as the e-wallet is a basic wallet only for the purpose stated above.

5.3. Minimum top-up to the e-wallet is RM 50, and an administration fee of 1% is chargeable if the top-up is made via a credit/debit card issued in Malaysia (2% is chargeable if the credit/debit card is issued outside of Malaysia).

5.4. All completed Credit loads shall not be canceled, returned, or refunded.

5.5. You will not receive interest or other earnings on your Chup-La Wallet.

5.6. The Mobile App allows you to check your credit balance. The balance displayed in the Mobile App is conclusive evidence of your Credit balance.

5.7. HDI365 has the right to forfeit your Credit where it reasonably believes that the transaction may be fraudulent, illegal, or involves any criminal activity or where the Company reasonably believes you to be in breach of the Terms of Use.

5.8. Members shall have the right to terminate the Membership at any time either by sending an email to HDI365 Sdn Bhd at [email protected] or in the event of a prolonged period of inactivity as deemed unsuitable by HDI365. HDI365 shall deem the Membership as being terminated, and any unutilized Credit, Rewards earned as of the date and time of the termination of the Membership shall not be refunded, is non-transferable, shall not be exchangeable for cash, and shall not be restored should the same individual re-sign-up as a Member after the termination of the Membership.

6. SALE CONTRACTS

6.1. You may purchase certain Goods and/or Services made available or published on or through the Platform for sale or from the relevant seller/supplier/Partner (in connection with or participating in the HDI365 Programme) by paying using the Payment Services (described in Clause 7 below).

6.2. In the event that the Sale Contract in respect of any of the Goods and/or Services made available or published on or through the Platform for sale is deemed to have been formed, usually when you have received the order confirmation, you may not modify or cancel such Sale Contract except with our agreement in writing and on the condition that you shall indemnify us in full against all loss, costs, damages, charges, and expenses (including loss of profit) incurred by us as a result of such modification or cancellation.

6.3. At any time before the formation of the Sale Contract in respect of any of the Goods and/or Services made available or published on or through the Platform for sale, we shall be entitled to refuse or cancel your order without giving any reasons despite the fact that your order has been acknowledged by us. If any payment has already been made by you and received by us in relation to an order which has been cancelled for the above reasons, we will refund the same to you.

6.4. You shall honor and perform all the Sale Contracts and carry out all your obligations in connection with the Sale Contracts. You shall observe and comply with all instructions and/or Policies as may be published or provided by us in connection with the Sale Contracts.

6.5. In the event that any conflict, dispute, and/or issue in respect of the Sale Contract arises, you shall use your best endeavor to resolve such conflict, dispute, or issue fairly and amicably, and we shall have the right to retain any sums paid for the relevant Goods and/or Services until a resolution or settlement has been reached.

7. SALE CONTRACTS ENTERED INTO BETWEEN YOU AND HDI365 

7.1. Unless otherwise stated, the Sale Contracts:

  • 7.1.1. in respect of our premium goods and/or products (HDI365 branded); and
  • 7.1.2. in respect of Goods and/or Services where it is expressly stated in the Platform that HDI365 is the seller/supplier
  • 7.1.3. will be entered into between you and HDI365. In all other circumstances, sub-clause 8 below shall apply.

8. THIRD PARTY SALE CONTRACTS

8.1. Save and except where clause 6 above applies, all other Sales Contracts shall be deemed to be Third Party Sale Contracts, which are entered into between you and the relevant third party seller/supplier/Partner (in connection with or participating in the HDI365 Programme). All Third Party Goods and/or Services are offered by the relevant third-party seller/supplier/Partner and we are merely the facilitator of such Third Party Goods and/or Services. To the fullest extent permitted by law, the Third Party Sale Contracts are strictly made between the relevant third party seller/supplier/Partner and you to the full and absolute exclusion of HDI365. In this regard, to the maximum extent permitted by law:

  • 8.1.1. all payment made to us in respect of the Third Party Goods and/or Services (if any) are for the account of the relevant third party seller/supplier/Partner (less any margins as agreed);
  • 8.1.2. all Information in respect of the Third Party Goods and/or Services is provided by the third party seller/supplier/Partner. While we will use reasonable endeavours to ensure that all such Information is made available to you in its original form supplied to us by the third party seller/supplier/Partner, we do not provide any warranty in respect of such Information;
  • 8.1.3. we make no representation and/or warranty of any kind as to the Third Party Goods and/or Services and we shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Third Party Sale Contract not directly caused by us;
  • 8.1.4. the relevant third party seller/supplier/Partner shall be solely liable for all claims in relation to and in connection with the Third Party Goods and/or Services, including, without limitation, defective quality and/or inaccurate description of the Third Party Goods and/or Services; and
  • 8.1.5. we shall not in any manner whatsoever be construed, at law or otherwise, to owe a fiduciary duty to you in respect of the obligations on the part of the third party seller/supplier/Partner.

8.2. Notwithstanding the foregoing, in the event that any conflict, dispute, and/or issue in respect of any of the Third Party Sale Contracts arises, we shall be entitled to, but not obliged to, intervene or take part in the resolution of such conflict, dispute and/or issue in order to protect our goodwill and reputation at our sole and absolute discretion.

9. LINKS TO THIRD PARTY SITES

9.1. Where the Platform contains links to third party sites and to resources provided by third parties (“Third Party Sites”), those Third Party Sites are merely linked to provide information only and are solely for your convenience. We have no control over and we assume no responsibility for the Information contained in such Third Party Sites and we accept no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites. If you decide to access any of the Third Party Sites, you hereby agree to do so entirely at your own risk.

10. THIRD PARTY’S INFORMATION, GOODS AND/OR SERVICES

10.1. We may facilitate Information, promotion, Gifts, services and/or goods offered, made available or to be supplied to you by third parties (“Third Party Information, Goods and/or Services”). All such Third Party Information, Goods and/or Services are offered, made available or supplied to you by the relevant third party and we are merely the facilitator of such Third Party Information, Goods and/or Services. To the fullest extent permitted by law, including without limitation the Act:

  • All contracts in connection with the Third Party Information, Goods and/or Services (where applicable) are strictly made by and between you and the relevant third party to the full and absolute exclusion of us.
  • We make no representation and/or warranty of any kind as to such Third Party Information, Goods and/or Services and we shall not be made liable or responsible to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Third Party Information, Goods and/or Services not directly caused by us, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant third party.

10.2. You are advised to take the necessary measures to confirm and verify the accuracy of such Third Party Information, Goods and/or Services with the third party seller/supplier.

11. POINTS COLLECTION

11.1. Points will be awarded to any Transaction made by a Member when he/she purchases any e-vouchers in the Mobile App or at any retail outlet owned and operated by HDI365 Sdn Bhd in Malaysia.

11.2. Every Ringgit Malaysia One (RM 1.00) spent by a Member in a Transaction is equivalent to ONE (1) point (being RM 1.00 = 1 point), exclusive of any tax charged.

11.3. Each Transaction receipt shall entitle only one (1) Member to accumulate points.

11.4. Members shall be entitled to earn points for each Transaction receipt and based on the integer value per Transaction.

11.5. The Mobile App (with active internet connection / electronic communication) must be presented to the cashier to redeem an e-voucher or at the point of purchase by a Member for the Transaction at any outlet owned and operated by HDI365 Sdn Bhd to ensure that the spending amount is recorded and accumulated. Any failure to do so shall result in the amount spent not being taken into account for points accumulation and HDI365 shall not be held liable for such failure including where the mobile or electronic device on which the Mobile App is installed does not have an active internet connection or electronic communication for any reason whatsoever.

11.6. Points earned from a Transaction may take up to seven (7) days to be reflected in the Mobile App and redemption of points by a Member shall only be allowed after twenty-four (24) hours have lapsed from the time of the Transaction from which the points were earned.

  • 11.6.1. In the event points earned from a Transaction are not reflected in the Mobile App after seven (7) days, the affected Member shall kindly inform HDI365 via the in-app feedback page within fourteen (14) days from the date of the relevant Transaction by providing all the relevant information and any failure to do so shall result in the Member accepting the points balance as reflected in the Mobile App as correct and final without any further right to claim for unrecorded points and no further correspondence will be entertained.
  • 11.6.2. HDI365 reserves the right to correct the points balance provided in your Mobile App if we believe that a billing or accounting error has occurred regardless of whether notice is provided.

11.7. Points collected shall be on a cumulative basis subject always to any points collected from a Transaction must be redeemed within a (1) year from the end of the month in which the points were earned ("Expiration Date").

  • 11.7.1. For example, points collected on 7th January 2024 if not redeemed before 31st January 2025 will expire on 1st February 2025.
  • 11.7.2. Points not redeemed before the Expiration Date shall be forfeited without prior notification, not reinstated, and / or refundable.

11.8. HDI365 reserves the right to refuse awarding any points or to remove any points awarded if HDI365 identifies that the points collected were in error or suspects that the points were fraudulently accumulated or in breach of these Terms & Conditions regardless of whether notice is provided.

12. POINTS REDEMPTION

12.1. Points can be used to redeem Rewards via the Mobile App. A Member may redeem some or all their points for Rewards subject to the Member complying with the procedures for redemption.

12.2. Rewards redeemed with points may take up to seven (7) days to be reflected in the Mobile App.

  • 12.2.1. In the event that Rewards redeemed with points are not reflected in the Mobile App after seven (7) days, the affected Member shall kindly inform HDI365 via the in-app feedback page within fourteen (14) days from the date of the relevant Redemption by providing all relevant information. No further correspondence will be entertained for any feedback received after the fourteen (14) days from the time of the Redemption.

12.3. Points will be deducted automatically from the Mobile App based on a first-in-first-out basis, upon successful redemption or “purchase” of the Reward(s). The points earned at the earliest date will be deducted first, followed by Points earned at later dates, until the full points required for the redemption are achieved.

12.4. All completed redemptions shall not be revoked, cancelled, returned, or refunded.

12.5. All Rewards or e-vouchers redeemed with points must be utilized at the participating merchant outlets within 3 months from the date of redemption unless stipulated.

12.6. HDI365 reserves the right to, at its sole and absolute discretion from time to time without prior notification, amend, modify, update, change and/or terminate the Rewards and/or items available for redemption.

12.7. HDI365 reserves the right to refuse any Points Redemption or to remove any Rewards redeemed with points if HDI365 identifies that the points collected were in error or suspects that the points were fraudulently accumulated or in breach of these Terms & Conditions regardless of whether notice is provided.

13. E-VOUCHERS

13.1. HDI365 sells e-vouchers from various third-party partners and merchants for the benefits of HDI365 Members.

13.2. Unless expressly stated for delivery (and delivery fees will apply), members must redeem the e-vouchers at the respective merchant participating outlets with the expiry date.

13.3. E-vouchers purchased on HDI365 Mobile App are valid for a maximum of 3 months from the month of its purchase or within the stipulated period. For example, if a member purchases an e-voucher on 15 Jan 2024, the voucher will be valid and must be used before 1 April 2024.

13.4. Failure to use the e-Voucher within the validity period or stipulated period will render the e-voucher null and void. HDI365 or its third-party partners and merchants are not responsible to honor these e-vouchers.

13.5. All e-vouchers cannot be extended for any reasons whatsoever.

13.6. Merchant participating outlets are indicated on the e-voucher and together with the Terms and Conditions on its use. Third-party partners or merchants’ Terms and Conditions will apply.

14. POLICIES

14.1. The use of the Platform and/or the Services, the Membership and the Sale Contracts shall be subject to the Policies as may be developed and imposed on the relevant users by us from time to time. Without limiting the generality of the foregoing, the following Policies shall apply to the relevant users:

  • 14.1.1. HDI365 Benefits Policy;
  • 14.1.2. Gifts and Redemption Policy;
  • 14.1.3. Delivery Policy;
  • 14.1.4. Refund and Return Policy;
  • 14.1.5. Cashback Policy

15. PAYMENT

15.1. Unless otherwise stipulated or permitted by us, all payment required to be made by you in respect of the Goods and/or Services made available or published on or through the Platform shall be made via any of the Payment Services made available on the Platform by following the payment process set out on the Platform. The price payable in respect of the Goods and/or Services made available or published on or through the Platform shall be as stipulated on the Platform. You may also pay for the purchase of certain Goods and/or Services not made available or published on or through the Platform (as may be determined by us from time to time) by using the Payment Services made available on the Platform.

15.2. By using the Payment Services, you may be entitled to certain HDI365 Benefits as may be determined by us from time to time.

15.3. The Payment Services are provided and operated by third party payment service provider engaged by us and all payment made via such Payment Services are subject to the specific terms and conditions applicable to the Payment Services imposed by the third party payment service provider in addition to this Agreement. For the avoidance of doubt, the terms governing the Payment Services will be based on: (i) the payment method selected by you; and (ii) the agreement between you and the relevant financial institution, credit/debit card issuer, and/or other relevant payment service provider. To the maximum extent permitted by law, we disclaim all liabilities associated with the security of the Payment Services. All disputes in respect of payment shall be resolved between you and the relevant financial institution, credit/debit card issuer, or other relevant payment service provider (based on your selected payment method).

15.4. Please note that as the Payment Services are not operated by us, any payment dispute or fraud in connection with the payment made via the Payment Services will be referred to the relevant third party payment service provider. To the fullest extent permitted by law, we shall not be made responsible for any payment dispute or fraud not directly caused by us.

16. RISK

16.1. Risk of damage to or loss of the Goods and/or Services shall pass to you at the time of delivery or, if you wrongfully fail to take delivery of the Goods and/or Services, the time when delivery of the Goods and/or Services has been tendered. Unless otherwise agreed by us, we shall not be liable for any damage to or loss of the Goods and/or Services from the time when risk passes to you.

17. ADVERTISEMENTS

17.1. We may place advertisements in different locations on the Platform and at different points or sales channels, during your use of the Platform and/or Services. You acknowledge that the advertisements may relate to third party’s goods and/or services and we shall not be made responsible for any such third party goods and/or services. We shall not be liable or responsible in any manner whatsoever for any claims in connection with the advertisement.

18. USER’S OBLIGATIONS AND TERMS OF USE

18.1. You shall comply with the Terms and Conditions contained in this Agreement and you shall:

  • 18.1.1. comply with all applicable law, regulations, and all rules, policies, guidelines and instructions as imposed or may be imposed by all relevant statutory/governmental bodies and/or authorities from time to time; and
  • 18.1.2. comply with all guidelines, rules, policies, instructions and procedures in connection with HDI365 Membership Programme, the Sale Contracts, the Platform and/or the Services as published/imposed or may be published/imposed by us from time to time.

18.2. The Platform (including without limitation the underlying software of the Platform where relevant), the Services and/or all Information contained on, in or made available through the Membership, Platform and/or the Services shall be collectively referred to as the “Platform/Information”, and reference to “Platform/Information” shall include any part thereof. Except as expressly set out in this Agreement or expressly authorized by us in writing, you shall not and shall not attempt to, whether by yourself or by allowing any third party to:

  • 18.2.1. copy, distribute, recreate, and/or disseminate the Platform/Information or any part thereof for any purposes other than for normal non-commercial use or where it is necessary for the purpose of back-up or operational security;
  • 18.2.2. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform/Information or any part thereof;
  • 18.2.3. make alterations or modifications to the whole or any part of the underlying software of the Platform, or permit the underlying software of the Platform or any part thereof to be combined with, or become incorporated in, any other programs;
  • 18.2.4. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform. The Platform/Information shall not be commercialized in any manner whatsoever;
  • 18.2.5. use the Platform/Information for any purposes other than for the purpose of and to the extent permitted under this Agreement. For the avoidance of doubt, you shall not use the Platform/Information in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorized by this Agreement, or act fraudulently or maliciously;
  • 18.2.6. use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform/Information and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system. You shall continuously operate nationally recognized or reasonable virus scanning software to ensure that your system that integrates with or connected to the Platform/Information does not contain any virus or any other contaminant;
  • 18.2.7. misuse, abuse or hack into any aspect of the Platform/Information in any manner whatsoever or otherwise compromise the integrity of our software or systems. You shall not access data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
  • 18.2.8. send, publish or advertise any unsolicited advertising or promotional content through or on the Platform or any part thereof without our written permission;
  • 18.2.9. use the Platform/Information in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users’ use and enjoyment of the Platform/Information in any manner whatsoever. For the avoidance of doubt, you shall not (i) take any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion); (ii) scan, test or tamper with the security or configuration of the Platform or otherwise breach any security or authentication measures; or (iii) overload, “flood,” “spam,” “mail bomb,” or “crash” the Platform;
  • 18.2.10. collect, share or harvest any Information from the Platform/Information or our systems (normal non-commercial use excepted) or attempt to decipher any transmissions to or from the servers running any of the Services except in such a way which is permitted by this Agreement or other agreements you have with us;
  • 18.2.11. engage in any conduct which will violate any law or infringe our Intellectual Property Rights (hereinafter defined) or those of any third party in relation to your use of the Platform and/or Services;
  • 18.2.12. access, monitor, or copy any content from the Platform/Information using any “robot,” “spider,” “scraper” or other automated means or any manual process;
  • 18.2.13. bypass or circumvent measures employed to prevent or limit access to the Platform/Information; and
  • 18.2.14. create any hyperlink or deep link to the Platform from any other website or platform.

18.3. You shall ensure that all Information made available by you to us is accurate, original, authentic, complete, current, kept up-to-date (to the extent necessary for the purpose of this Agreement), reliable and will not infringe the Intellectual Property Rights of any third party. You shall not falsify any Information.

18.4. You shall not transmit or post or cause to be transmitted through or posted on the Platform and/or the Services or any part thereof any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or third party rights.

18.5. By submitting or uploading or allowing us to upload any Information on or through the Platform and/or the Services, save and except for any Personal Data which is to be processed in accordance with the Privacy Notice, you automatically grant, or warrant that the owner of such Information has expressly granted, us the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform.

18.6. Without prejudice to other rights we may have under this Agreement or in law, in the event that you are found to be in breach of any of the terms contained in this Clause:

  • 18.6.1. we shall be entitled to immediately suspend or terminate your: (i) Membership, (ii) any pending Sale Contracts; and/or (iii) use of the Account or the Platform/Information;
  • 18.6.2. we shall have the right to remove any Information submitted, uploaded or transmitted by you to or through the Platform (if any); and
  • 18.6.3. you shall indemnify us in full and hold us harmless against all claims, loss, costs, damages, charges and/or expenses (including loss of profit) incurred and/or suffered by us as a result of such breach.

19. WARRANTIES AND LIMITATION OF LIABILITY

19.1. We warrant that we will exercise reasonable care and skill in performing our obligations under these Terms and Conditions.

19.2. In relation to the use of the Platform/Information, we do not warrant (to the maximum extent permitted by law) that:

  • 19.2.1. the functions contained in the Platform/Information will meet your requirements;
  • 19.2.2. the operation of the Platform/Information will be uninterrupted (maintenance works will be carried out from time to time);
  • 19.2.3. any Information (or messages) transmitted via the Platform will be transmitted in a timely manner;
  • 19.2.4. the Platform/Information is error free; and
  • 19.2.5. the Platform/Information is free of viruses or other technologically harmful threats. You shall be responsible for implementing all necessary security measures or appropriate scanning and protective mechanisms for the security of your devices, programs and information.

19.3. HDI365’s Partners, Suppliers and other relevant third party suppliers/sellers do not have any authority, express or implied, to make any representation, warranty or statement on behalf of HDI365.

19.4. Notwithstanding anything contained herein and to the maximum extent permitted by law and the Act:

  • 19.4.1. the Platform and Services contained on, in, or available through the Platform and/or Services are provided on an "as is" and “as available” basis, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions, including without limitation warranties as to fitness for purpose and non-infringement with respect to such Platform and Services save and except as otherwise expressly provided herein;
  • 19.4.2. in no event shall HDI365 or its affiliates be liable for any indirect, incidental, punitive and/or consequential damages and/or loss of profit, goodwill, production and/or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or HDI365 had been advised of the possibility of same incurring; and

19.5 HDI365’s maximum and cumulative total liability (including without limitation any liability for acts and omissions of its representatives) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, misrepresentation and any other damages and/or losses (“Claims and Losses”) howsoever arising under this Agreement shall not exceed:

  • 19.5.1. in respect of Claims and Losses in connection with the Sale Contracts, the purchase price or value of the relevant Sale Contract or RM 300, whichever lower (to the extent that such liability could lawfully be limited under the Act); and
  • 19.5.2. in respect of all Claims and Losses other than the Claims and Losses stipulated in Clause 12.4.3.1 above, RM 300.
  • 19.5.3. Notwithstanding anything contained herein and without prejudice to our rights and remedies under this Agreement or at law, we shall not be liable in any manner whatsoever for any claims, indemnity, proceedings, demands, suits, liability, loss, damage, costs (including legal fees on a solicitor-client basis) and/or expenses to the extent that such claims, indemnity, proceedings, demands, suits, liability, loss, damage, costs and/or expenses is due to or arises from any of the following:
    1. 19.5.3.1. any unauthorized use of Membership by you or caused or permitted by you;
    2. 19.5.3.2. any failure of a Member to notify (if notification is necessary) the relevant seller/supplier/Partner (in connection with or participating in the HDI365 Programme) that a transaction is a qualifying transaction (for Points);
    3. 19.5.3.3. any delay/failure of the seller/supplier/Partner (in connection with or participating in the HDI365 Programme) to notify HDI365 of the details of a relevant transaction. We may, however, assist you with any dispute or inquiry in respect of the relevant transaction provided that you supplied us with the relevant receipt and other information required by us;
    4. 19.5.3.4. any unauthorized use, sale or redemption of Points by you or cause or permitted by you;
    5. 19.5.3.5. any loss, theft or damage to any Gift in the course of delivery provided however that we will liaise with and endeavor to resolve any issue with the relevant delivery personnel;
    6. 19.5.3.6. any Gift not being available for any reason (as Gifts are subject to availability);
    7. 19.5.3.7. any failure by the Supplier to meet the Terms and Conditions to supply the Gift. In such event, we may assist you in resolving the issue with the Supplier within our capacity;
    8. 19.5.3.8. any failure, breach, neglect, negligence or omission on your part or any other person for whose acts or omissions you are vicariously liable, whether in tort, contract or otherwise; and/or
    9. 19.5.3.9. any technical system failure or other factors beyond our control.

 

20. INTELLECTUAL PROPERTY

20.1. Each party (its suppliers, contractors, partners and/or licensors (if any)) shall own and retain all its existing rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights (‘‘Intellectual Property Rights’’). Nothing in this Agreement shall transfer or assign any such Intellectual Property Rights to the other party.

20.2. As between HDI365 and you, all Intellectual Property Rights developed pursuant to this Agreement by HDI365 (its suppliers, contractors, partners and/or licensors (if any)) shall vest in HDI365 upon its creation.

20.3. You shall not use our Information in which any of our Intellectual Property Rights subsist without our prior written consent save and except for the purpose of, and only to the extent necessary for the purpose of, performing your obligations under this Agreement.

21. CONFIDENTIAL INFORMATION

21.1. "Confidential Information" means all information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party for the purposes relating to or in connection with this Agreement. “Confidential Information” shall not include information that: (i) was, at the time of its disclosure, already in the possession of the receiving party and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is independently developed by the receiving party, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives (hereinafter defined); or (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party.

21.2. The receiving party shall not disclose the Confidential Information or any part thereof to any person except (i) where such disclosure is required by law or the regulations of any securities exchange; (iii) to its/his/her respective employees, agents, service provider, personnel and/or legal, financial and/or accounting advisors (collectively, “Representatives”) who have a definite need to know such Confidential Information for the purpose of this Agreement; and/or (iv) with prior written approval of the disclosing party.

21.3. Notwithstanding anything contained herein, we shall be entitled to disclose your Information to the relevant seller/supplier/Partner (in connection with or participating in the HDI365 Programme) and service providers engaged by us for the purpose of this Agreement. You hereby consent and authorizes us to forward your relevant Information to the relevant seller/supplier/Partner and service providers.

21.4. All Confidential Information shall solely be used for the purpose of this Agreement.

22. INDEMNITY

22.1. You agree to indemnify and hold us, our related corporations, contractors, successors, assigns, and third parties, and each of our and their respective directors, officers, employees and agents harmless from and against all loss, damages, claims, fines, penalties or expenses, including attorneys' fees, arising howsoever from or in connection with any breach, default, omission, misrepresentation, negligence, misconduct, non-observance and/or non-performance of this Agreement by you or on your part or of any other person for whose acts or omissions you are vicariously liable, whether in tort, contract or otherwise.

23. AVAILABILITY OF THE PLATFORM AND/OR SERVICES

23.1. HDI365 shall not be liable for any loss or damage in the event of system halt, unavailability or non-performance of the Mobile App as a result of the following:

  • 23.1.1. Maintenance, updating and/or upgrading works may be carried out on the Platform from time to time. The Platform and/or the Services may not be available during the maintenance, updating and/or upgrading works and we shall not be held responsible or liable in any manner whatsoever for such unavailability.
  • 23.1.2. Mobile App fails due to circumstances beyond its reasonable control, including typhoon, earthquake, tsunami, flooding, electrical power failure, war, acts of terrorism and any other force majeure events; and
  • 23.1.3. Mobile App is interrupted or delayed for reasons such as hacker attacks, technical adjustment or system breakdown on the part of upgrade, technical difficulties, etc to the Mobile App.

23.2. It is your responsibility to check and ensure that you have downloaded the latest version of the Mobile App for your device. HDI365 is not liable if you do not have a compatible mobile or electronic device or you have downloaded an outdated or defunct version of the Mobile App to your mobile or electronic device. HDI365 does not guarantee that the Mobile App will function and remain compatible at all times on any particular mobile or electronic device.

23.3. HDI365 reserves the right to terminate the Mobile App at any time due to unforeseen circumstances, applicable laws and regulations and shall not be liable for any loss or damage.

24. INTERNET DELAYS

24.1. The Mobile App and its offerings may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the mobile or electronic device used by the Member being faulty, not connected, out of range, switched off or not functioning. HDI365 shall not be held responsible for any failure of recording any points accumulation, redemption of points or other privileges, and other Mobile App usage related failures, damages or losses resulting from such problems.

25. ACCOUNT DELETION

25.1. If you do not wish to be bound by these amended Terms and Conditions or you're no longer interested in using the Chup-La App, you can go to the profile page in the Mobile App and choose the “Delete Account” option to delete your account.

25.2. We at HDI365 value and understand the importance of your privacy. Upon your account deletion, all your data (name, contact number, vouchers, and Chup-La points) will be erased permanently.

26. TERMINATION AND SUSPENSION

26.1. Without prejudice to any other right or remedy we may have under this Agreement or at law, we may immediately terminate this Agreement, any Sale Contracts and/or your Membership if:

  • 26.1.1. you are found to be in breach of any of these Terms and Conditions and such breach is not remedied within seven (7) days of our written notice; or
  • 26.1.2. you have or shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration (including without limitation bankruptcy proceeding) or if a receiving order is made against you or you make any arrangement or composition with your creditors;
  • 26.1.3. you provide misleading information or makes any misrepresentations to HDI365, any Partner or any Supplier;
  • 26.1.4. you abuse any features made available to you through the Platform, including the HDI365 Programme Benefits;
  • 26.1.5. you engage in any fraudulent activity;
  • 26.1.6. your Account has been dormant or inactive for a period of six (6) months or more;
  • 26.1.7. you do not accumulate a minimum number of Points for a period of six (6) months which minimum shall be set by HDI365 at its own discretion from time to time.

26.2. Notwithstanding anything contained in this Agreement and without prejudice to any other right or remedy we may have under this Agreement or at law, we reserve the right, at our sole and absolute discretion, to immediately (with or without notice) and without any compensation to you:

  • 26.2.1. suspend, restrict or cease your access to the Account, the Platform and/or the Services or any part thereof;
  • 26.2.2. suspend, reverse or cancel any relevant transaction and/or Sale Contracts;
  • 26.2.3. suspend or deactivate your Membership;
  • 26.2.4. forfeit, cancel, deduct your Points or refuse to record your Points;
  • 26.2.5. withhold, retain or forfeit any payment; and/or
  • 26.2.6. forfeit your Gift(s).

26.3. and shall have no liability or responsibility to you in any manner whatsoever if:

  • 26.3.1. you are found to be in breach of any of these Terms and Conditions;
  • 26.3.2. we suspect, on reasonable grounds, that you have committed a breach of these Terms and Conditions;
  • 26.3.3. you are involved in or attempting to carry out any fraudulent or unlawful activities or acted in an inappropriate, abusive or hostile manner; or
  • 26.3.4. we are of reasonable opinion that your use of the Platform and/or the Services: (i) poses a security risk; or (ii) will cause disturbances to other users or otherwise cause any disturbances to us in providing any services to other third parties.

26.4. Upon the occurrence of any of the risks, breaches or events listed in clauses 16 above, we shall be entitled (but not obliged) to carry out all necessary safety measures, investigation and steps to minimise, remedy or resolve such risks, breaches or events. We may refuse to restore your access or lift the suspension until we receive an assurance from you, in the format that we deem acceptable, that the said risks, breaches or events will be fully eliminated, remedied and/or resolved and that you will take all steps necessary to prevent the same from reoccurring. Without prejudice to our other rights and remedies under this Agreement or at law, in the event that any suspension continues for a period of thirty (30) days or more, we shall be entitled to terminate this Agreement, the Sale Contracts and/or your Membership in the event that any of the said risks, breaches or events continue to exist or are not remedied/resolved.

27. TERMINATION OF HDI365 PROGRAMME OR THIS AGREEMENT FOR CONVENIENCE

27.1. We shall be entitled to terminate this Agreement and the HDI365 Membership Programme, in whole or in part, with six (6) months' advance notice to all active Members/users. If the HDI365 Programme is terminated, all unredeemed Points will be forfeited without any obligation or liability, and no HDI365 Programme Benefits will be honoured, after the expiry of the said notice period.

27.2. A Member may at any time terminate his or her Membership by giving notice to HDI365. If an Account is closed upon the receipt of the request by the Member to terminate his/her Membership, ALL the Member’s entitlement the HDI365 Programme Benefits will cease with no refunds or repayment in cash or in kind.

28. EFFECT OF TERMINATION

28.1. Unless otherwise agreed and without prejudice to any other right and remedy we may have under this Agreement or at law, upon termination of this Agreement, the HDI365 Membership Programme or your Membership all relevant Services, your use of the Platform, HDI365 Programme Benefits and all other rights granted by us to you hereunder shall cease (unless otherwise agreed by us). All Points will also be forfeited. When requested by us, you shall return to us or destroy all our Confidential Information.

28.2. Our right of termination and/or suspension herein shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

29. VARIATION

29.1. We shall have the right at any time to add, delete, amend or modify this Agreement, or any part thereof, from time to time. Such addition, deletion, amendment or modification shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. You shall immediately notify us in the event that you are not agreeable to any such addition, deletion, amendment or modification, in which case we shall be entitled to terminate this Agreement, the pending Sale Contracts and/or your Membership. Any use of the Platform and/or the Services by you after the issuance of such notice shall be deemed to constitute acceptance of this Agreement with such addition, deletion, amendment, or modification.

29.2. We shall have the right at any time to change or discontinue any aspect or feature of the Platform and/or Services.

30. FORCE MAJEURE

30.1. Neither party shall be liable to the other party or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement, if the delay or failure was due to any cause beyond the party’s reasonable control, including but not limited to:

  • - fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster(s);
  • - war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • - acts, restrictions, regulations, bye laws, prohibitions, import or export regulations, embargoes or measures of any kind imposed by any governmental, parliamentary or local authority;
  • - strikes, lock outs or other industrial actions or trade disputes;
  • - pandemic, virus outbreak or government restraints;
  • - difficulties in obtaining raw materials, labour, fuel, parts or machinery; or
  • - telecommunication, transportation, power supply, network or system disturbances or failures, or breakdown in machinery resulting in the impossibility of the use of any of the aforementioned.
 

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