Terms of Service

1.1 How These Terms Apply

These Terms of Service ("Terms") govern all services provided by O2O eCommerce Sdn Bhd (Company No. 202101009872 (1410171-U)) ("O2O", "we", "us") to its clients ("Client", "you"). By engaging O2O's services, you agree to be bound by these Terms in their entirety.

1.2 Acceptance via Quotation, Invoice, or Payment

• The Terms hyperlink is prominently displayed in the quotation (not buried in fine print); The quotation is sent to the Client before payment is made, giving the Client a reasonable opportunity to review the Terms; The quotation contains express language stating that payment constitutes acceptance (see recommended wording below); and O2O retains records of the quotation date, Terms version, and payment date.
• By proceeding with payment, approving a quotation, or requesting O2O to begin work, you confirm that you have read, understood, and agree to be bound by O2O's Terms of Service, which are incorporated into the relevant transaction by reference.

1.2.1 Additional Acceptance Methods

O2O may also require acceptance through a checkbox, digital signature, email confirmation, client portal acknowledgement, or signed quotation before commencement of a project or activation of a service. Any such method shall be deemed valid evidence of acceptance.

1.3 Amendments to These Terms

O2O reserves the right to amend these Terms at any time. Amendments will be published on O2O's website at least three (3) days before taking effect. Continued use of O2O's services after the effective date of any amendment constitutes the Client's acceptance of the updated Terms. For material changes affecting existing contracts, O2O will notify the Client by email to the address on record.

1.4 Conflicting Terms

In the event of any conflict between these Terms and a separately executed written agreement signed by an authorised representative of O2O, the separately executed agreement shall prevail to the extent of the conflict. In all other respects, these Terms shall apply. Any terms or conditions proposed by the Client in a purchase order, scope document, or other document shall have no legal effect unless expressly accepted in writing by O2O.

3.1 Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of Malaysia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia, and specifically the courts of Selangor or Kuala Lumpur at O2O's election, in respect of any dispute or claim arising under or in connection with these Terms.

3.2 Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt in good faith to resolve any dispute by negotiation. Either party may give written notice of a dispute ("Dispute Notice"), following which the parties' authorised representatives shall meet (physically or virtually) within ten (10) Working Days to attempt resolution. If the dispute is not resolved within twenty (20) Working Days of the Dispute Notice, either party may refer the matter to mediation administered by the Asian International Arbitration Centre ("AIAC") in Kuala Lumpur under its Mediation Rules. If mediation fails, either party may pursue the matter in the courts of Malaysia pursuant to Clause 3.1.

3.3 Force Majeure

O2O shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from a Force Majeure Event. O2O will notify the Client promptly upon becoming aware of a Force Majeure Event and will take reasonable steps to mitigate its impact. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected services by giving fourteen (14) days' written notice, with no penalty to either party. The Client shall not be entitled to a refund for any portion of services already rendered prior to the Force Majeure Event.

3.4 Assignment

O2O may assign, novate, or transfer any of its rights and obligations under these Terms, including upon a merger, acquisition, or sale of substantially all its assets, without the Client's consent, provided that written notice is given to the Client within fourteen (14) days of such assignment. The Client may not assign, novate, or transfer any of its rights or obligations under these Terms without the prior written consent of O2O.

3.5 Subcontracting

O2O reserves the right to engage subcontractors, freelancers, or third-party service providers to perform any part of the Services. O2O remains responsible to the Client for the performance of all contracted Services notwithstanding any subcontracting arrangement. O2O will ensure that subcontractors are bound by confidentiality obligations no less stringent than those in Part 6 of these Terms.

3.6 Electronic Signatures & Communications

In accordance with Malaysia's Electronic Commerce Act 2006 and Electronic Government Activities Act 2007, electronic signatures, email confirmations, acceptance by conduct (including payment), and other electronic communications shall constitute valid, binding, and enforceable communications and acceptances for the purposes of these Terms. No party shall deny the legal effect, validity, or enforceability of an agreement solely on the grounds that it was formed electronically.

3.7 Waiver

No failure or delay by O2O in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right. Any waiver must be in writing and signed by an authorised representative of O2O to be effective. A waiver of one breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

3.8 Non-Solicitation of Staff

During the term of any active service agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, employ, or engage any current or former O2O employee or contractor who was involved in delivering services to the Client, without the prior written consent of O2O. If this clause is breached, the Client shall pay O2O a fee equivalent to six (6) months of the relevant employee's most recent monthly compensation, as a genuine pre-estimate of O2O's recruitment and training costs.

3.9 Statute of Limitations on Claims

Any claim or cause of action by the Client against O2O arising from or relating to the Services must be brought within twelve (12) months of the date on which the Client became aware (or ought reasonably to have become aware) of the grounds for the claim. Claims brought outside this limitation period shall be absolutely barred. This clause does not affect any limitation period under applicable law that is shorter than twelve (12) months.

4.1 Payment Terms

Unless otherwise agreed in writing, 100% payment is required before project commencement. All fees are in Malaysian Ringgit (MYR) unless expressly stated otherwise. Invoices are payable within fourteen (14) calendar days of the invoice date.

4.2 Late Payment Charges

If an invoice remains unpaid by its due date, the following shall apply:

• A flat administrative fee of RM50.00 will be levied on the fourteenth (14th) day following the due date.
• Interest at the rate of 1.5% per month (18% per annum) shall accrue on the outstanding balance from the due date until full payment is received.
• This interest rate represents a genuine preestimate of O2O's cost of capital and administrative burden arising from late payment.
• O2O reserves the right to suspend all active services (including taking websites offline) until full payment, including accrued interest and fees, is received.
• If the outstanding amount remains unpaid for sixty (60) or more days, O2O may terminate the agreement and pursue recovery through legal proceedings, and the Client shall be liable for all reasonable legal costs, collection agency fees, and court costs incurred.

4.3 Price Revisions

O2O reserves the right to revise its service fees by giving thirty (30) days' written notice to the Client. Price revisions will not affect invoices already issued. For recurring services (such as hosting and maintenance retainers), the revised fee will apply from the next billing cycle after the notice period expires.

4.4 Taxes

All fees quoted are exclusive of any applicable taxes, including Malaysia's Service Tax, Sales Tax, or any successor or equivalent tax. Where applicable, taxes will be added to invoices at the prevailing rate. The Client is responsible for any withholding taxes applicable in their jurisdiction.

4.5 Disputed Invoices

If the Client disputes any portion of an invoice, they must notify O2O in writing within seven (7) Working Days of the invoice date, specifying the amount disputed and the grounds for the dispute. Undisputed

portions of the invoice remain payable by the original due date. The parties shall endeavour to resolve invoice disputes within fourteen (14) Working Days of O2O receiving the dispute notice.

4.6 Payment Reversals & Chargebacks

Any attempt by the Client to reverse a bank transfer or initiate a credit card chargeback for amounts properly due under these Terms shall constitute a material breach of the Agreement. O2O shall be entitled to immediately suspend all services, and the Client shall be liable for: (a) the full disputed amount; (b) any bank fees, chargeback fees, or processing costs incurred by O2O; and (c) reasonable legal costs of recovery. O2O reserves the right to report fraudulent chargebacks to relevant financial authorities.

4.7 Refund Policy

The Client may request a refund by written notice delivered to the Director of O2O within seven (7) calendar days of paying the first invoice for any project, provided that work has not yet commenced beyond initial consultation and planning. Where work has commenced, the following applies:

• The Client shall be entitled to a refund of any prepaid amounts, less the value of all work completed at O2O's standard hourly rate of RM350/hour and any third-party costs already incurred (including domain registrations, third-party software licences, and sub-contractor fees).
• No refund shall be issued for digital products (including software, SaaS subscriptions, licences, or completed websites) that have been delivered and accepted, or are deemed accepted under Clause 9.8.
• No refund shall be issued for services already rendered, including hosting fees for periods already commenced, migration services where migration has been initiated, and marketing campaigns where ad spend has been committed.
• Any refund issued constitutes full and final settlement of all claims by the Client against O2O in respect of the relevant project or service.

4.8 Data Recovery, Export, Reactivation, and Migration Charges

Data export, migration assistance, backup preparation, expired account reactivation, server access preparation, DNS support, domain transfer support, email migration, technical consultation, data recovery, and coordination with third-party vendors are not included in standard SaaS subscription, hosting, maintenance, or support fees unless expressly stated in the applicable quotation.

O2O may charge professional service fees for such work based on complexity, urgency, data size, number of accounts, third-party platform requirements, technical resources required, and whether the service has expired, been suspended, archived, deleted, or decommissioned.

O2O is not required to commence any Recovery and Export Services until the Client has accepted the quotation and made the required payment.

Where a technical availability check is required, such check may be charged separately and shall be non-refundable, regardless of whether the requested data is ultimately recoverable.

Indicative Recovery and Export Pricing

The following indicative charges may apply to Recovery and Export Services. Final pricing shall be confirmed by quotation and may vary depending on data size, urgency, technical complexity, third-party system limitations, and account status.

All charges are exclusive of applicable taxes, third-party fees, domain redemption fees, cloud provider charges, registrar fees, software licence fees, storage fees, and other external costs.

O2O does not guarantee successful recovery, restoration, export, migration, compatibility, or import into the Client's new platform. All Recovery and Export Services are provided on a best-effort basis and subject to technical availability.

5.1 Limitation of Liability

To the fullest extent permitted by applicable law:

• O2O's total aggregate liability to the Client under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to O2O under the relevant invoice or agreement in the twelve (12) months immediately preceding the event giving rise to the claim. O2O shall not be liable for any indirect, special, consequential, incidental, punitive, or exemplary loss or damage, including loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or reputational damage, even if O2O has been advised of the possibility of such losses. O2O is not liable for losses arising from the Client's own instructions, content, or materials; thirdparty platform failures; Force Majeure Events; or the Client's failure to maintain adequate backups.

5.2 Indemnification by Client

The Client shall indemnify, defend, and hold harmless O2O and its directors, officers, employees, subcontractors, and agents from and against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Any content, data, or materials provided by the Client that infringe any third party's intellectual property rights, violate any applicable law, or are defamatory, obscene, or unlawful
• The Client's use of any Deliverable in a manner inconsistent with these Terms or the intended purpose
• The Client's breach of any provision of these Terms
• Any product liability or consumer protection claim arising from goods or services sold through the Client's website or ecommerce platform managed by O2O
• Any failure by the Client to comply with applicable laws and regulations in relation to their business, including data protection, consumer protection, financial services, and content laws.

5.3 Warranty Disclaimer

O2O provides all Services on an "as is" and "as available" basis. To the widest extent permitted by Malaysian law (including the Consumer Protection Act 1999 and the Sale of Goods Act 1957), O2O expressly disclaims all implied or statutory warranties, including but not limited to warranties of:

• Merchantability and fitness for a particular purpose
• Non-infringement of third-party rights
• Uninterrupted, error-free, or secure operation of any service or platform
• Accuracy, reliability, or completeness of any data, result, or output
• Compatibility with all devices, browsers, or operating systems beyond those specified in the applicable service scope.

5.4 Client Responsibility for Data Accuracy

Upon delivery of any Deliverable, it is the Client's sole responsibility to review and verify the accuracy, completeness, and suitability of the work. O2O shall not be liable for any errors, omissions, or inaccuracies identified after the Client has accepted (or is deemed to have accepted under Clause 9.8) the Deliverable.

5.5 Third-Party Service Disclaimer

Where O2O integrates, connects, or relies upon third-party services (including payment gateways, logistics providers, cloud infrastructure, social media platforms, and advertising networks), O2O makes no representation as to the reliability, security, or continued availability of such services. O2O shall not be liable for any disruption, data loss, or failure resulting from third-party service outages or changes to third-party terms, APIs, or pricing.

6.1 Ownership of Deliverables

Subject to full and final payment of all amounts due under the Agreement, ownership of Deliverables specifically created for the Client under a "work for hire" engagement shall vest in the Client upon payment. For the avoidance of doubt, the following shall not transfer to the Client and remain the property of O2O or their respective owners:

• O2O's proprietary software platforms (including O2O Connect, O2O Ecommerce, O2O Marketing) and any Deliverables built on or integrating these platforms
• Reusable code libraries, frameworks, templates, modules, or components developed by O2O as part of its standard toolkit
• Third-party software, plugins, themes, stock images, fonts, or other assets licensed to O2O but not transferable to the Client
• Any Deliverable for which full payment has not been received.

6.2A SaaS Platform Ownership and Non-Transferability

Where the Client subscribes to or uses any O2O SaaS Platform, the Client acknowledges that the O2O SaaS Platform is provided as a hosted subscription service only.

No ownership, licence, assignment, or transfer of the O2O SaaS Platform, source code, backend system, database structure, themes, templates, modules, plugins, integrations, scripts, automation workflows, server configuration, or related intellectual property is granted to the Client.

Upon expiry, cancellation, suspension, non-renewal, or termination of the SaaS subscription, the Client is not entitled to receive a copy of the O2O SaaS Platform, source code, system files, server image, backend modules, database schema, or any proprietary O2O technology.

Subject to full settlement of all outstanding fees and applicable Recovery and Export Service charges, O2O may provide the Client with an export of available Client Data in a standard format determined by O2O.

6.2 Licence to Use Non-Transferable Assets

Where a Deliverable incorporates non-transferable assets (as described in Clause 6.1), O2O grants the Client a non-exclusive, non-transferable licence to use such assets solely in connection with the Deliverable, for the duration of the Client's use of the Deliverable. The Client may not sub-licence, sell, or transfer these assets.

6.3 Client-Supplied Materials

The Client warrants that all materials supplied to O2O (including text, images, logos, data, and trademarks) are either owned by the Client or that the Client has obtained all necessary licences, consents, and permissions for their use. The Client indemnifies O2O against any claim arising from the use of Clientsupplied materials in accordance with Clause 5.2.

6.4 Portfolio Rights

O2O reserves the right to include Deliverables in its portfolio, marketing materials, and case studies, unless the Client submits a written request for removal within thirty (30) days of project completion. O2O may continue to reference the existence of the Client relationship in general terms (e.g., "we have worked with clients in the retail sector") even if specific portfolio items are removed, unless separately restricted by a signed non-disclosure agreement.

6.5 Attribution Clause

Unless the Client pays the applicable removal fee (as agreed in the relevant quotation), websites and digital assets developed by O2O shall include the attribution "Website by O2O eCommerce" in the footer or source code. Unauthorised removal of this attribution constitutes a breach of contract.

6.6 Mutual Confidentiality

Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the Services ("Confidential Information"), and to use Confidential Information solely for the purposes of the Agreement. Confidential Information shall not be disclosed to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees and subcontractors who need to know it for the purposes of the Agreement and are bound by equivalent confidentiality obligations. This obligation survives termination of the Agreement for a period of three (3) years. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or court order, provided prompt notice is given to the Disclosing Party.

6.7 SaaS Platform Ownership and Non-Transferability

Where the Client subscribes to or uses any O2O SaaS Platform or Products, the Client acknowledges that the SaaS Platform is provided as a hosted subscription service only. No ownership, licence, assignment, or transfer of the SaaS Platform, source code, backend system, database structure, themes, templates, modules, plugins, integrations, scripts, automation workflows, server configuration, or related intellectual property is granted to the Client.

Upon expiry, cancellation, suspension, or termination of the SaaS subscription, the Client is not entitled to receive a copy of the SaaS Platform, source code, system files, server image, backend modules, database schema, or any proprietary O2O technology.

Subject to full settlement of all outstanding fees and applicable export charges, O2O may provide the Client with an export of available Client Data in a standard format determined by O2O.

7.1 PDPA 2010 Compliance

O2O is committed to compliance with Malaysia's Personal Data Protection Act 2010 ("PDPA") and all regulations made thereunder. O2O processes personal data only for lawful purposes and with appropriate consent or lawful basis. O2O's full Privacy Notice is available at www.o2o.my/privacy-policy and is incorporated into these Terms by reference.

7.2 Data Collected & Purpose

O2O collects and processes personal data (including names, contact details, business information, and payment records) for the following purposes:

• Providing, administering, and improving the Services
• Billing, invoicing, and account management
• Marketing communications (with consent, which may be withdrawn at any time)
• Legal and regulatory compliance
• Fraud prevention and security monitoring.

7.3 Data Subject Rights

Under the PDPA 2010, Clients have the right to: (a) access their personal data held by O2O; (b) correct inaccurate personal data; (c) withdraw consent for processing at any time (without affecting the lawfulness of processing based on consent before withdrawal); and (d) make a complaint to the Personal Data Protection Commissioner. To exercise these rights, contact O2O at [email protected].

7.4 Client Data on Hosted Platforms

Where O2O hosts websites, ecommerce platforms, or applications on behalf of Clients, the Client is the data controller for all personal data of their end-users processed on O2O's infrastructure. The Client is responsible for maintaining a compliant privacy policy on their own website and for ensuring their use of O2O's infrastructure complies with PDPA and all applicable laws. O2O acts as a data processor in this context and will process end-user data only in accordance with the Client's instructions.

7.5 Cross-Border Data Transfers

O2O may transfer personal data to countries outside Malaysia in connection with the delivery of Services (including where cloud infrastructure is hosted overseas). O2O will take reasonable steps to ensure that any such transfers are made in compliance with the PDPA and applicable international data protection

standards. For Clients in the European Union or European Economic Area, O2O acknowledges its obligations under the GDPR and will execute a Data Processing Agreement upon request.

7.6 Data Security

O2O implements industry-standard technical and organisational security measures to protect personal data against unauthorised access, disclosure, alteration, or destruction. However, no data transmission over the internet or electronic storage system is entirely secure, and O2O cannot guarantee absolute security. In the event of a data breach affecting Client data, O2O will notify the Client within 72 hours of becoming aware of the breach, to the extent practicable.

7.7 Retention of Client Data After Expiry or Non-Renewal

For SaaS Platform subscriptions, hosting services, ecommerce systems, and managed websites, O2O may retain Client Data for up to ten (10) calendar days after expiry, non-renewal, suspension, or termination, unless otherwise required by law or agreed in writing.

After this period, O2O may archive, delete, anonymise, or overwrite the Client Data without further notice. Any request to retrieve, restore, export, or reactivate Client Data after this period shall be subject to technical availability and may incur additional charges.

O2O shall not be liable for any loss of data, business interruption, loss of revenue, or other damage arising from the Client's failure to renew services, request export within the applicable period, maintain independent backups, or settle outstanding fees.

7.8 Backup Policy

O2O performs weekly automated backups of hosted data for disaster recovery purposes. These backups are retained for a period of thirty (30) days. Backups are intended for O2O's internal recovery use only and are not a substitute for the Client's own independent backup strategy. O2O strongly recommends that Clients maintain their own current backups of all data hosted on O2O's infrastructure. O2O shall not be liable for data loss where the Client has failed to maintain independent backups.

7.9 Retention of Client Data After Expiry, Non-Renewal, Suspension, or Termination

For SaaS Platform subscriptions, hosting services, ecommerce systems, email hosting, managed websites, maintenance services, and other recurring services, O2O may retain Client Data for up to thirty (30) calendar days after expiry, non-renewal, suspension, or termination, unless otherwise required by law or agreed in writing.

After this period, O2O may archive, delete, anonymise, overwrite, remove, or decommission the Client Data, account, server environment, email account, hosting account, backup, or related service without further notice.

Any request to retrieve, restore, export, migrate, or reactivate Client Data after this period shall be subject to technical availability and additional Recovery and Export Service charges.

O2O does not guarantee that any Client Data, website files, database, emails, backups, media files, logs, or related records will remain available after expiry, non-renewal, suspension, termination, or the applicable retention period.

O2O shall not be liable for any loss of data, business interruption, loss of revenue, loss of website operation, loss of emails, SEO impact, reputational damage, or other loss arising from the Client's failure to renew services, request Data Export within the applicable period, maintain independent backups, or settle outstanding fees.

8.1 Scope

This Acceptable Use Policy ("AUP") applies to all O2O Services, including web hosting, email hosting, shared and dedicated servers, cloud infrastructure, and any platform administered by O2O on behalf of a Client. All Clients and their end-users are bound by this AUP. Where O2O provides reseller services, the Client (as reseller) is responsible for ensuring its own customers comply with this AUP.

8.2 Prohibited Content

The following categories of content are strictly prohibited on O2O's infrastructure and in any Deliverable produced by O2O:

• Child sexual abuse material (CSAM) or any content that sexualises, exploits, or endangers minors
• Terrorism-related content, including material that promotes, glorifies, or facilitates terrorist acts or organisations
• Racist, ethnically offensive, or hate-inciting content directed at individuals or groups based on protected characteristics
• Pornographic or sexually explicit content, unless specifically agreed in a signed written agreement and permissible under all applicable laws
• Content that defames, harasses, or threatens any individual or entity
• Illegal gambling, pyramid schemes, or fraudulent financial schemes
• Counterfeit goods, pirated software, or content that infringes any third party's intellectual property rights
• Phishing sites, fraudulent websites, or sites designed to deceive end-users
• Malware, ransomware, viruses, spyware, adware, or any malicious code
• Content that violates any applicable Malaysian law or the law of any jurisdiction in which the content is accessed.

8.3 Prohibited Technical Activities

The following technical activities are strictly prohibited:

• Cryptocurrency mining of any kind on shared hosting infrastructure; Running IRC bots, automated chat bots, or similar persistent scripts that consume disproportionate server resources; Port scanning, network sniffing, or any attempt to probe, test, or exploit the security of O2O's or third-party systems; Denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks; Operating anonymous proxy or VPN relay services on shared infrastructure;
• Running peer-to-peer (P2P) file sharing applications or BitTorrent seeders on O2O's servers;
• Uploading or executing cracking tools, password harvesting scripts, or vulnerability exploitation software;
• Attempting to gain unauthorised access to any O2O system, account, or server;
• Sending unsolicited commercial email (spam) from any O2O infrastructure.

8.4 Email / Spam Policy

Use of O2O's infrastructure to send unsolicited bulk email ("spam") is strictly prohibited. Any email marketing conducted through O2O's servers must comply with Malaysia's Communications and Multimedia Act 1998, the PDPA 2010, and the CAN-SPAM Act (for emails reaching US recipients). Specifically:

• All marketing emails must include an unsubscribe mechanism that functions correctly and is honoured promptly
• Mailing lists must be based on verified, opt-in consent from recipients
• Email campaigns must include accurate sender identification and a valid physical or postal address
• O2O reserves the right to immediately suspend accounts sending unsolicited email, without notice and without refund.

8.5 Copyright & Takedown Procedure

O2O respects intellectual property rights and complies with applicable copyright laws. If you believe that content hosted on O2O's infrastructure infringes your copyright, please submit a written takedown notice to O2O at [email protected] containing: (a) identification of the copyrighted work; (b) identification of the infringing material and its URL; (c) your contact details; (d) a statement that you have a good faith belief that the use is not authorised; and (e) a declaration of accuracy. O2O will act on valid takedown notices within five (5) Working Days.

8.6 Resource Usage — Shared Hosting

For shared hosting environments, Clients must not consume resources (CPU, RAM, bandwidth, inode count, or database connections) in a manner that materially impairs the service of other users on the same server. O2O's system administration team has sole discretion to determine what constitutes unacceptable resource usage. O2O may: (a) throttle the offending account; (b) suspend the account with ten (10) days' notice to upgrade or migrate; or (c) in extreme cases, terminate the account with fourteen (14) days' written notice.

8.7 Consequences of AUP Violation

Any violation of this AUP may result in, at O2O's sole discretion: (a) immediate suspension of services without notice and without refund; (b) permanent termination of the Client's account; (c) disclosure of relevant information to law enforcement authorities; and (d) legal action to recover damages, costs, and legal fees incurred by O2O as a result of the violation.

9.1 Project Commencement

A web development project commences upon receipt of full or agreed initial payment and the Client's submission of all required materials, briefs, and access credentials. O2O shall not be required to commence work without receiving these prerequisites.

9.2 Completion Timeline

O2O will use commercially reasonable efforts to complete the web development project within sixty (60) Working Days from the date of project commencement (defined in Clause 9.1). This timeline assumes the Client provides all required content, feedback, and approvals in a timely manner. Delays caused by the Client's failure to provide materials, approvals, or feedback will extend the completion timeline by an equivalent period, and O2O shall not be liable for any resulting delays.

9.3 Content Submission Deadline

All required content (text, images, product listings, brand assets, etc.) must be submitted by the Client within sixty (60) Working Days of project commencement. If content is not submitted within this period, the full project value becomes immediately due and payable. If content remains unsubmitted sixty (60) Working Days after this deadline (i.e., 120 Working Days from commencement), a continuation fee of 15% of the total project value per month shall apply.

9.4 Change Orders & Amendments

Any request to add, amend, or change a previously agreed design, layout, feature, or technical specification constitutes a Change Order. O2O allows a maximum of three (3) rounds of revisions to any design or programming element at no additional charge, provided each revision is submitted in writing within five (5) Working Days of O2O delivering the item for review. All further revisions will be quoted and billed at O2O's hourly rate. Changes are not billable where they arise from O2O's own error or omission. All Change Orders must be confirmed in writing (email is acceptable) by an authorised representative of the Client before O2O commences the additional work. O2O is not obligated to act on verbal change instructions.

9.5 Project Pause

A Client may request a pause in project development by written notice signed by an authorised representative. The pause must not exceed thirty (30) consecutive calendar days. If the pause exceeds thirty (30) days without mutual written agreement, the project shall be deemed cancelled and all accumulated billable hours shall become immediately payable. Reactivation of a paused project after thirty (30) days may be subject to a reactivation fee of a minimum RM500, reflecting re-onboarding and technology currency costs.

9.6 Client Approval Process

O2O will deliver each project milestone for the Client's written approval. The Client must provide written approval or written consolidated feedback within five (5) Working Days of each milestone delivery. Failure to respond within this period shall be deemed approval of that milestone. O2O shall not be responsible for delays caused by the Client's failure to provide timely approvals.

9.7 Third-Party Software & Licences

Many web development projects incorporate third-party software, content management systems (CMS), plugins, themes, and frameworks (e.g., WordPress, WooCommerce, Shopify). The following applies to all such third-party components:

• Third-party software is subject to the original developer's licence terms, which are separate from these Terms
• O2O makes no warranty as to the ongoing availability, compatibility, or security of third-party software
• The Client is responsible for maintaining and renewing any third-party software licences after project delivery
• O2O is not liable for any issues arising from third-party software updates, security patches, or discontinuation after project delivery.

9.8 Delivery & Deemed Acceptance

Project delivery is deemed to occur when: (a) the Deliverable is published to the live server following receipt of final payment; or (b) O2O notifies the Client in writing that the Deliverable is ready for handover. If the Client does not raise written objections within fourteen (14) calendar days of delivery notification, the Deliverable is deemed accepted in its current form and O2O's warranty period commences.

9.9 Browser & Device Compatibility

O2O will ensure the developed website displays correctly on the following browsers and resolutions: Mozilla Firefox 30.0+, Google Chrome 34+, Microsoft Edge (current version), and Safari (current version). Compatibility at the following responsive breakpoints is guaranteed: Desktop (1280px x 900px and above), Tablet (768px x 1024px), Mobile (320px x 640px and above). O2O is not responsible for display anomalies on deprecated browsers, highly customised browser configurations, or devices outside the specified breakpoints.

9.10 Third-Party Modifications

O2O is not responsible for any issues arising from modifications made to a Deliverable by the Client or any third party after delivery. Any remediation work required as a result of third-party modifications will be billed at RM300 per hour and is not included in any warranty or maintenance arrangement.

9.11 Warranty — Web Development

O2O provides a thirty (30) day warranty from the date of project delivery (commencement of the warranty period as defined in Clause 9.8), covering defects in workmanship that are attributable to O2O's own error or omission. This warranty does not cover: (a) issues caused by the Client's own modifications; (b)

incompatibilities with third-party software updated after delivery; (c) hosting environment changes not managed by O2O; or (d) any issue arising from Content provided by the Client.

9.12 Discounts - Small credits mark

Websites/softwares/apps/systems created by O2O should have the statement similar like "Web design by O2O eCommerce" (and possibly include a small O2O eCommerce logo) placed at the bottom of the pages. This is to ensure O2O is able to provide discounts on development to the client. If client is to remove this, a fee will be applicable to offset discounts given.

10.1 Hosting Service Types

O2O offers the following web hosting service tiers:

• Software as a Service (SaaS) — O2O-managed platform-level hosting;
• Shared Web Hosting — shared server environment with cPanel access where applicable;
• Dedicated Server & Cloud Hosting — dedicated resources provisioned for the Client;
• Clustered Cloud Hosting — high-availability distributed hosting environment. The Client's entitled resources (disk space, bandwidth, CPU, RAM) are governed by the specifications in the applicable quotation. Shared hosting is limited to a maximum of thirty (30) concurrent users unless an upgrade is agreed in advance.

10.2 Uptime Commitment (SLA)

Shared Hosting

99.5% monthly uptime target (approximately 3.6 hours downtime per month)

Cloud / Dedicated Hosting

99.9% monthly uptime target (approximately 43 minutes downtime per month)

Exclusions

Scheduled maintenance windows (with 48 hours' notice), Force Majeure Events, Client-caused outages, upstream provider outages, and DDoS attacks.

SLA Credit

If uptime falls below the target in any calendar month, the Client is entitled to a service credit of 5% of that month's hosting fee per percentage point below the target, up to a maximum of 30% of that month's fee. Service credits are the Client's sole remedy for uptime failures.

Credit Claim

Claims must be submitted in writing within ten (10) Working Days of the end of the affected month.

10.3 Scheduled Maintenance

O2O reserves the right to carry out scheduled maintenance on its hosting infrastructure, including server upgrades, security patching, and hardware replacement. O2O will provide at least forty-eight (48) hours' advance notice of scheduled maintenance via email. Emergency maintenance required to address critical security vulnerabilities or imminent hardware failure may be carried out with shorter or no notice, and will not constitute a breach of the uptime SLA.

10.4 Server Resource Usage

See Part 8 (AUP), Clause 8.6 for resource usage limits applicable to shared hosting. The Client acknowledges that O2O is the sole arbiter of what constitutes unacceptable resource usage on shared infrastructure.

10.5 Root Access & Control Panel

Only Clients on Shared Web Hosting plans are granted access to the hosting control panel. Dedicated and cloud clients are granted access as specified in their service agreement. Root access and server-level controls are restricted to O2O's administration team unless expressly agreed otherwise in writing.

10.6 Hosting Fees, Renewal, Suspension, Grace Period, and Deletion

Hosting, SaaS Platform subscriptions, email hosting, cloud hosting, dedicated servers, maintenance retainers, and other recurring services are payable in advance for the agreed billing period.

The Client is solely responsible for ensuring that all recurring services are renewed before the expiry date. O2O may issue renewal reminders as a courtesy, but failure to receive, read, or respond to any reminder shall not relieve the Client of its responsibility to renew the service on time.

If the Client does not renew or pay the applicable fees before the expiry date, O2O may automatically suspend the affected service on the expiry date without further notice. Suspension may result in the website, ecommerce store, email service, dashboard, database access, DNS-related service, integrations, or related systems becoming unavailable.

O2O may, at its sole discretion, provide a Grace Period of up to fourteen (14) calendar days after the expiry or suspension date. The Grace Period is provided only to allow the Client to renew the service, settle outstanding payments, or request Data Export. The Grace Period shall not be deemed a renewal, waiver, or continuation of service.

If the Client does not renew, settle outstanding payments, or request Data Export within the Grace Period, O2O shall have no obligation to continue hosting, maintaining, backing up, preserving, supporting, restoring, or making available the Client's website, ecommerce store, emails, database, files, backups, or related data.

After the Grace Period, O2O may archive, delete, overwrite, remove, or decommission the account, server, hosting environment, email account, website files, database, backups, or related data without further notice.

Any request for data retrieval, backup restoration, Data Export, migration, reactivation, email recovery, DNS assistance, domain support, or technical coordination after the Grace Period shall be subject to technical availability and Recovery and Export Service charges.

O2O does not guarantee that any data, emails, files, database, backups, or system records will remain available after the Grace Period.

10.7 Domain Name Services

Domain registration and renewal services are provided as a value-added service. The following applies:

• Domain registrations are subject to the policies of the relevant registrar and MYNIC (for .my domains)
• The Client is solely responsible for ensuring timely domain renewal. O2O will provide renewal reminders but does not guarantee renewal success once a domain enters the redemption period
• O2O does not guarantee the availability of any specific domain name
• Redemption period recovery fees are chargeable to the Client at cost plus an administrative fee.

10.8 Third-Party Hosted Projects

Where the Client's project is hosted on a server not managed by O2O, any compatibility issues arising from server software upgrades or operating system changes are the Client's responsibility. O2O may assist with remediation but will bill this work at its standard hourly rate.

11.1 Email Hosting Services

O2O provides business email hosting services including custom domain email (e.g., [email protected]), webmail access, IMAP/POP3/SMTP support, spam filtering, and virus scanning. Email hosting specifications (storage quota, number of accounts, and additional features) are governed by the applicable quotation.

11.2 Email Purge Policy

To maintain optimal performance and prevent database corruption on shared email hosting infrastructure, O2O applies the following automatic email purge schedule: Junk / Spam Folder

Automatically purged every 30 days. Items older than 30 days are permanently deleted without further notice.

Deleted Items / Trash

Automatically purged every 30 days. Items older than 30 days are permanently deleted without further notice.

Sent Items

Items older than 180 days are automatically purged on a rolling basis.

Inactive Accounts

Email accounts inactive for 180 consecutive days (no login, no incoming/outgoing activity) may be suspended. Data will be held for a further 30 days before permanent deletion, with email notice to the account owner and the primary account holder.

Notice

O2O will send an email notification to the primary account holder at least 7 days before any purge of the Inactive Account category. Automatic folder purges operate on the schedule above without individual advance notice.

Client Responsibility

It is the Client's sole responsibility to archive, download, or back up any email data they wish to retain before it reaches the purge thresholds. O2O accepts no liability for email data lost as a result of the purge schedule described in this Clause.

11.3 Email Storage Limits & Consequences

If a Client's email account reaches its storage quota, incoming emails may be bounced or rejected. O2O is not liable for any email delivery failures resulting from a full mailbox. Clients are responsible for monitoring their mailbox usage and requesting a quota upgrade from O2O before their storage limit is reached.

11.4 Email Security

O2O implements spam filtering and virus scanning on all inbound and outbound email. However, O2O does not guarantee that all spam or malicious emails will be blocked. The Client remains responsible for maintaining appropriate endpoint security (including anti-virus software and phishing awareness) on devices used to access their email accounts. O2O is not liable for any loss or damage arising from phishing attacks, business email compromise, or malware delivered via email.

11.5 Email Anti-Spam Compliance

See Part 8, Clause 8.4. All bulk email campaigns must comply with the PDPA 2010 and Malaysia's Communications and Multimedia Act 1998. O2O reserves the right to suspend any email account found to be sending spam, without notice and without refund.

12.1A Migration Away from O2O SaaS Platform

Where the Client migrates away from an O2O SaaS Platform, the Client acknowledges and agrees that the O2O SaaS Platform is a hosted service and not a custom-built standalone website or software application.

O2O is not required to provide server access, root access, cPanel access, FTP access, source code, backend system files, database schema, proprietary scripts, templates, plugins, modules, APIs, automation workflows, or platform infrastructure.

O2O may provide an export of available Client Data in standard export formats determined by O2O, subject to technical feasibility, account status, data availability, payment of all outstanding amounts, and payment of applicable Recovery and Export Service charges.

O2O does not guarantee that exported data will be compatible with the Client's new platform, server, ecommerce system, CMS, POS system, accounting system, or third-party software.

Data cleaning, data transformation, custom formatting, API integration, mapping to another platform, import into another system, troubleshooting by the Client's new vendor, and post-export support are excluded unless separately quoted and agreed.

O2O shall not be liable for downtime, loss of orders, loss of emails, SEO ranking changes, broken links, data mismatch, design differences, missing functionality, third-party import errors, or business interruption arising from the Client's migration away from O2O.

Migration support, technical coordination, DNS assistance, domain transfer assistance, email migration, backup preparation, and Data Export are chargeable professional services unless expressly included in the Client's active subscription plan or written agreement.

12.1 Scope of Website Migration

Website migration services include the transfer of website files, databases, DNS records, email accounts, and associated configurations from one hosting environment to another. The specific scope of migration is defined in the applicable quotation. Any data, configurations, or services not explicitly listed in the migration scope are excluded and remain the Client's responsibility.

12.2 Pre-Migration Client Obligations

Before O2O commences any migration, the Client must:

• Confirm in writing that a complete and verified backup of all website files, databases, and associated data exists and is stored independently of the source environment;

• Provide all required access credentials (hosting control panel, database credentials, DNS management access, domain registrar access) in a timely manner;
• Confirm the scheduled migration window and agree to be reasonably available during the migration for any required approvals or troubleshooting;
• Ensure that any custom software, plugins, or third-party integrations are compatible with the destination hosting environment. O2O shall not commence migration until written confirmation of an independent backup has been received from the Client. Migration is carried out on the assumption that the Client has fulfilled these obligations.

12.3 Migration Window & Estimated Downtime

Migrations are typically scheduled during off-peak hours (10:00pm – 6:00am MYT) to minimise disruption. O2O will provide the Client with at least seventy-two (72) hours' advance notice of the scheduled migration window. Estimated downtime will be communicated in advance, but O2O cannot guarantee a specific downtime duration, as this depends on data volume, server response times, and factors outside O2O's control.

12.4 Limitation of Liability for Data Loss During Migration

Despite O2O's best efforts, data loss or corruption during migration may occur due to factors outside O2O's reasonable control, including but not limited to: filesystem inconsistencies in the source environment, database corruption pre-existing migration, network interruptions, and third-party server-side restrictions. O2O's liability for data loss during migration is limited to restoring the most recent backup available to O2O at the time of migration. O2O is not liable for any data that was not captured in a pre-migration backup, or for any consequential losses arising from migration-related data loss.

12.5 DNS Propagation Disclaimer

After migration, DNS propagation times are governed by the domain registrar, upstream DNS providers, and internet service providers worldwide, and are outside O2O's control. DNS changes typically propagate within 24–72 hours globally, though in some cases this may take longer. O2O is not liable for any service disruption, email delivery failures, or loss of business during the DNS propagation period.

12.6 Post-Migration Verification Period

Following migration, the Client has seven (7) Working Days to conduct a thorough review of all migrated data, functionality, and configurations. Any discrepancies or missing data must be reported to O2O in writing within this period. After the expiry of the post-migration verification period, O2O's obligations in respect of migration completeness are discharged and no further claims for missing or incorrectly migrated data will be accepted.

12.7 Migration Away from O2O Services (Client-Initiated)

If the Client chooses to migrate their websites or services away from O2O's hosting infrastructure, whether conducted by the Client directly or through a third party, O2O shall not be liable for any data loss, service disruption, email delivery failures, or any other damage resulting from such migration. O2O will provide reasonable cooperation (including data export assistance) upon written request during normal business hours, which may be subject to a service charge. O2O is not responsible for the actions, errors, or omissions of any third party conducting the outbound migration.

12.8 SaaS Data Export and Migration Away from O2O SaaS Platform

Where the Client migrates away from an O2O SaaS Platform, the Client acknowledges and agrees that:

1. the SaaS Platform is a hosted service and not a custom-built standalone website or software application;
2. O2O is not required to provide server access, root access, cPanel access, FTP access, source code, backend system files, database schema, proprietary scripts, templates, plugins, modules, APIs, automation workflows, or platform infrastructure;
3. O2O may provide an export of available Client Data in standard export formats determined by O2O, subject to technical feasibility, account status, data availability, payment of all outstanding amounts, and payment of any applicable export or migration service charges;
4. O2O does not guarantee that exported data will be compatible with the Client's new platform, server, ecommerce system, CMS, POS system, accounting system, or third-party software;
5. data cleaning, data transformation, custom formatting, API integration, mapping to another platform, import into another system, troubleshooting by the Client's new vendor, and post-export support are excluded unless separately quoted and agreed;
6. O2O shall not be liable for downtime, loss of orders, loss of emails, SEO ranking changes, broken links, data mismatch, design differences, missing functionality, third-party import errors, or business interruption arising from the Client's migration away from O2O;
7. migration support, technical coordination, DNS assistance, domain transfer assistance, email migration, backup preparation, and data export are chargeable professional services unless expressly included in the Client's active subscription plan or written agreement.

13.1 Scope of Email Migration

Email migration services include the transfer of email data (inbox, sent items, contacts, calendar items, and folder structures) from one email platform or hosting environment to another. The specific scope is defined in the applicable quotation.

13.2 Pre-Migration Backup Obligation

The Client must independently back up all email data on all affected accounts before migration commences. This includes archived folders, calendar data, contacts, tasks, and any other data stored within the email platform. O2O will not commence email migration until the Client has confirmed in writing that independent backups are in place.

13.3 Third-Party Platform Limitations

Email migration is subject to significant limitations imposed by third-party email platforms and mail clients, including but not limited to:

• Microsoft Exchange and Outlook: Item size limits, throttling policies, folder migration restrictions, and PST file limitations may result in emails not being migrated or being migrated without attachments;

• Google Workspace (Gmail): API rate limits may cause large-volume migrations to be throttled or paused by Google's infrastructure;
• cPanel / Standard IMAP Migration: Emails in certain formats (e.g., mbox) may not migrate completely to all destination platforms;
• Shared Hosting Email Servers: Concurrent connection limits and server-side timeouts may interrupt large migrations. O2O has no control over the policies, limits, or technical restrictions imposed by third-party email platforms. O2O is not liable for any email data that is lost, corrupted, delayed, or not migrated as a result of third-party platform limitations.

13.4 Emails in Transit During Migration

During any migration window, emails that are in transit (i.e., sent to the Client's email address while DNS records are being updated) may be delayed, temporarily bounced, or in rare cases permanently lost if the sending server does not retry delivery. O2O is not responsible for emails lost in transit during the migration window. The Client should notify their key contacts of potential email disruption during the migration period.

13.5 Duplicate Emails

Depending on the migration method and source platform, some email items may be duplicated in the destination environment. O2O will take reasonable steps to prevent duplication but cannot guarantee that all duplicates are eliminated. Removal of duplicate emails after migration may be a separately chargeable service.

13.6 Post-Migration Verification

Following email migration, the Client has five (5) Working Days to verify that email data has been correctly migrated to all required accounts and devices. Any discrepancies must be reported to O2O in writing within this period. After the expiry of the verification period, O2O's obligations in respect of email migration completeness are discharged.

13.7 Limitation of Liability — Email Migration

O2O's total liability for any email migration engagement is limited to the fees paid for that specific migration service. O2O is not liable for business losses, missed communications, reputational damage, or other consequential losses arising from email migration, including those caused by third-party platform limitations, DNS propagation delays, or data in transit.

13.8 Migration Away from O2O Email Hosting (Third-Party Initiated)

If the Client engages a third party to migrate email accounts away from O2O's email hosting, O2O is not responsible for any data loss, corruption, or service disruption caused by that third party's actions. O2O will provide reasonable access and cooperation for outbound migrations upon written request and subject to a reasonable service fee. Responsibility for the integrity of the migration transfers entirely to the third party from the moment they commence the migration.

Where the email hosting service has expired, been suspended, archived, deleted, or decommissioned, any email retrieval, mailbox backup, reactivation, or migration assistance shall be subject to technical availability and Recovery and Export Service charges. O2O does not guarantee the availability or recoverability of emails after expiry, suspension, non-renewal, or termination.

14.1 Services Covered

This Part applies to all online marketing services provided by O2O, including Search Engine Optimisation (SEO), Search Engine Marketing (SEM / Pay-Per-Click advertising), Social Media Advertising (SMA), Social Media Management, Content Marketing, and Email Marketing Campaigns.

14.2 No Guarantee of Results

O2O does not guarantee any specific outcomes from online marketing services, including but not limited to:

• Specific keyword rankings on any search engine;
• A defined number of website visitors, leads, or conversions;
• A specific return on advertising spend (ROAS);
• A specified volume of social media followers, engagements, or impressions. Search engine rankings and advertising performance are affected by numerous factors outside O2O's control, including search engine algorithm updates (Google, Bing, etc.), competitor activity, market conditions, and the quality of the Client's website and product offering. O2O shall not be liable for failure to achieve any projected or estimated outcome.

14.3 Algorithm Changes

Search engines and social media platforms regularly update their algorithms. Such updates may significantly impact the Client's rankings, visibility, or campaign performance. O2O is not liable for any adverse performance impact caused by third-party algorithm changes and may recommend (at additional cost) strategy adjustments in response to significant algorithm updates.

14.4 Client Cooperation

The Client must provide O2O with timely access to all required accounts, assets, and approvals, including: website admin access, Google Analytics / Search Console access, social media account access, brand assets, and campaign brief approvals. Delays caused by the Client's failure to provide access or approvals within five (5) Working Days of O2O's request will extend campaign timelines, and O2O shall not be liable for any resulting delays or underperformance.

14.5 Ad Spend / Campaign Budget Custody

Where O2O manages paid advertising campaigns (e.g., Google Ads, Meta Ads), the following applies:

• Ad spend (the budget allocated to advertising platforms) is separate from O2O's management fees and must be paid in advance or funded directly by the Client into the advertising platform;
• Any unspent ad budget at the end of a campaign period remains in the advertising platform account. O2O does not hold Client ad spend funds in its own accounts unless expressly agreed in writing;
• Upon termination of a campaign, O2O will facilitate the transfer of all advertising platform accounts and associated data to the Client or their nominated successor within ten (10) Working Days;
• O2O is not liable for any ad spend consumed before a campaign pause or termination request is processed, as advertising platforms may take up to 24 hours to apply changes.

14.6 Campaign Pause & Termination

The Client may pause or terminate an online marketing campaign by giving O2O at least five (5) Working Days' written notice. Upon pausing, O2O's management fees continue to accrue unless the Agreement is terminated in accordance with Clause 19.2. Upon termination, fees for the current billing cycle are nonrefundable, and O2O will provide a final campaign performance report within ten (10) Working Days.

14.7 Content Approval

All marketing content (ad copy, social media posts, blog articles, email campaigns) requires the Client's written approval before publication. O2O will submit content for approval at least five (5) Working Days before the intended publication date. If the Client does not respond within three (3) Working Days of submission, the content shall be deemed approved. The Client is responsible for ensuring that all approved content complies with applicable advertising standards (including Malaysia's Communications and Multimedia Content Code) and any industry-specific regulations governing their business.

14.8 Reporting

O2O will provide the Client with monthly performance reports for all active marketing campaigns. Reports will be delivered within ten (10) Working Days of the end of each calendar month. The accuracy of reports is dependent on data provided by third-party platforms (Google Analytics, Meta Business Manager, etc.) and O2O makes no warranty as to the absolute accuracy of third-party reporting data.

15.1 O2O as Authorised Reseller

O2O acts as an authorised reseller or agent for third-party products and services including Microsoft 365 (formerly Office 365), Amazon Web Services (AWS), Google Workspace, and other licensed software and cloud services. O2O's role in these engagements is that of a reseller and facilitator; the ultimate service provider is the Upstream Provider, not O2O.

15.2 Upstream Provider Terms

All resold products and services are subject to the Upstream Provider's own terms of service, acceptable use policies, and end-user licence agreements ("EULA"). The Client is bound by the Upstream Provider's terms in addition to these Terms, and should review them before purchasing. By purchasing a resold product through O2O, the Client confirms acceptance of the relevant Upstream Provider's terms. The applicable terms are:

• Microsoft 365: Microsoft Customer Agreement and Microsoft Online Services Terms
• Amazon Web Services: AWS Customer Agreement and AWS Service Terms
• Google Workspace: Google Cloud Terms of Service and Google Workspace Acceptable Use Policy.

15.3 Service Disruptions by Upstream Providers

O2O is not liable for any service disruption, outage, data loss, or degradation of service caused by the Upstream Provider. All SLAs and uptime commitments for resold products are those published by the Upstream Provider, not O2O. In the event of an Upstream Provider outage, O2O will act as a liaison and facilitate support requests on the Client's behalf, but cannot guarantee resolution timelines.

15.4 Price Changes by Upstream Providers

Upstream Providers may change their pricing with or without notice. O2O will endeavour to provide the Client with at least thirty (30) days' notice of any price increase affecting resold services, but cannot be held liable for price changes imposed by Upstream Providers. Price increases by Upstream Providers are passed through to the Client and do not constitute a breach of any agreement between O2O and the Client.

15.5 Licence Management

The Client is responsible for: (a) notifying O2O in advance of any changes to the number of user licences required; (b) ensuring that licences are not used by more users than permitted; and (c) complying with all applicable Upstream Provider licence terms. O2O is not responsible for licence non-compliance by the Client.

15.6 Subscription Renewals

Resold subscription services (e.g., Microsoft 365, Google Workspace) renew automatically on the agreed billing cycle unless the Client gives at least thirty (30) days' written notice of cancellation before the renewal date. Cancellations received after the renewal date will take effect at the end of the then-current subscription period. No refunds are provided for unused portions of a renewed subscription term.

15.7 Data Sovereignty & Compliance

The Client acknowledges that data stored on third-party cloud platforms (including Microsoft Azure, AWS, and Google Cloud) may be hosted in data centres located outside Malaysia. The Client is responsible for ensuring that their use of such platforms complies with all applicable data sovereignty, data protection, and regulatory requirements in their jurisdiction.

16.1 Scope

O2O provides online contest management services including contest platform setup, registration management, voting/judging system management, winner selection, and results publishing. The specific scope is defined in the applicable quotation.

16.2 Client's Regulatory Responsibility

The Client is solely responsible for ensuring that their contest complies with all applicable Malaysian laws and regulations, including:

• The Lotteries Act 1952 — contests involving prizes may require a licence from the Ministry of Finance if they involve an element of chance;

• The Prize Competition Act 1987 — contests requiring skill may be subject to regulation;
• The Communications and Multimedia Act 1998 — online contests must comply with content standards;
• The Personal Data Protection Act 2010 — collection of participant data must comply with the PDPA;
• Any sector-specific regulations applicable to the Client's industry. O2O is not responsible for ensuring the Client's contest complies with applicable regulations. The Client indemnifies O2O against any regulatory action, fine, or claim arising from a non-compliant contest.

16.3 Prize Liability

All prizes offered in a contest are the sole responsibility of the Client. O2O has no liability for: (a) the availability, quality, or delivery of prizes; (b) disputes between participants and the Client regarding prizes; or (c) any tax implications for prize winners. O2O's role is limited to technical platform management and does not extend to prize fulfilment, legal compliance, or participant relations.

16.4 Technical Failures

O2O will use commercially reasonable efforts to ensure the contest platform operates as specified. However, O2O is not liable for: (a) technical failures caused by participant volume exceeding agreed specifications; (b) third-party platform outages (e.g., social media APIs); (c) voting manipulation by participants using automated tools; or (d) data loss caused by force majeure or cyberattacks. O2O's liability is limited to remedying technical failures attributable to O2O's own error within a reasonable timeframe.

16.5 Participant Data

All personal data collected from contest participants belongs to the Client as data controller. O2O processes participant data solely on the Client's instructions and in accordance with Part 7. The Client must include appropriate data collection notices in the contest registration flow. O2O is not liable for any data breach arising from the Client's failure to implement appropriate consent mechanisms.

16.6 Disqualification & Disputes

O2O has no authority to disqualify participants or adjudicate disputes between participants and the Client. All decisions regarding participant eligibility, winner selection (where discretionary), and dispute resolution are the sole responsibility of the Client. O2O will implement the Client's instructions regarding disqualification but bears no liability for participant complaints arising from such decisions.

17.1 Scope

O2O provides ecommerce management services including product listing management, order processing support, inventory data management, platform configuration, and ecommerce performance reporting. The specific scope is defined in the applicable quotation.

17.2 Client's Merchant Obligations

The Client is the merchant of record for all transactions conducted through their ecommerce platform. The Client is solely responsible for:

• The accuracy of all product descriptions, pricing, and inventory data
• Order fulfilment, delivery, and returns handling
• Compliance with Malaysia's Consumer Protection Act 1999, including mandatory disclosure of prices (including taxes and shipping) and the Client's returns/refund policy
• Obtaining all necessary business licences, permits, and approvals for their products and services
• Payment of all taxes (including Sales and Service Tax) arising from transactions
• Compliance with any product-specific regulations (e.g., pharmaceutical products, food products, financial products).

17.3 Payment Gateway

O2O may assist with the setup and configuration of payment gateways (e.g., Stripe, Billplz, iPay88, Molpay/Razer). The following applies:

• Payment gateway services are provided by third-party payment service providers. O2O is not a payment service provider and does not process or hold Client or consumer payment card data
• O2O is not liable for payment gateway downtime, failed transactions, chargebacks, fraud, or disputes between the Client and their consumers
• The Client is responsible for complying with PCI-DSS requirements and the payment gateway provider's terms
• In the event of a payment gateway failure, O2O will assist in troubleshooting but is not liable for any lost sales or business resulting from the outage.

17.4 Pricing & Inventory Errors

Where O2O manages product listings on behalf of the Client, any pricing or inventory information input by O2O is based on data provided by the Client. O2O is not liable for: (a) incorrect pricing published due to erroneous data provided by the Client; (b) inventory discrepancies arising from offline or manual stock

updates not communicated to O2O; or (c) losses arising from the Client selling products at incorrect prices. The Client must review all product listings and pricing prior to launch and following any updates made by O2O.

17.5 Third-Party Platform Terms

Where the Client's ecommerce operations are hosted on or integrated with third-party platforms (e.g., Shopify, WooCommerce, Lazada, Shopee), those platforms' terms of service govern the Client's use of those platforms. O2O is not responsible for changes to third-party platform policies, commission structures, or product listing requirements that affect the Client's business.

17.6 Data Security in Ecommerce

The Client is responsible for maintaining PCI-DSS compliance for any cardholder data environment associated with their ecommerce platform. O2O does not store, process, or transmit cardholder data unless expressly agreed and covered by a separate data security agreement. O2O is not liable for any data breach involving consumer payment data that is stored or processed by the Client or their payment gateway provider.

18.1 Support Channels

O2O provides technical support through the following channels, in order of priority:

• Support Portal / Ticketing System (support.o2o.my) — primary channel for all support requests, which creates a written record and ensures the fastest response
• Email ([email protected]) — for non-urgent queries and documentation
• Telephone (603 7620 7020) — available during business hours for urgent matters only
• all phone support will be followed up with a support ticket

18.2 Support Hours & Response Times

Business Hours

Monday to Friday, 10:00am – 7:00pm MYT (excluding Malaysian public holidays)

Emergency Support

For critical hosting or server outages, contact your dedicated O2O account manager. Emergency response is best-effort outside business hours.

Target Response — Normal

Within 1 Working Day of ticket submission

Target Response — Critical (site down)

Within 4 business hours during business hours

Resolution Time

Varies by issue complexity. O2O does not guarantee a specific resolution time for all issues.

18.3 Scope of Support

Support is limited to troubleshooting technical issues with O2O-provided services and Deliverables. Support does not include:

• Maintenance, creative, content writing, or programming work of any kind (these are separately chargeable)
• Issues arising from Client-made or third-party modifications to Deliverables
• Support for third-party software, hardware, or services not provided by O2O
• Remediation of issues caused by the Client's own actions or inactions
• Training (covered separately in Clause 18.7).

18.4 Remote Support — Client Obligations

Where O2O provides remote desktop support, the Client must:

• Provide O2O with all necessary access credentials and permissions required to diagnose and resolve the issue;

• Ensure a stable internet connection during the remote session;
• Confirm that they have the authority to grant O2O access to the systems in question;
• Be reasonably available during the agreed session window. If the Client is unable to provide the required access, or if the environment poses a security risk to O2O's systems (e.g., active malware infection), O2O reserves the right to refuse or terminate the remote session without liability.

18.5 Support Session Recording

Remote support sessions may be recorded by O2O for quality assurance, training, and dispute resolution purposes. By requesting a remote support session, the Client consents to the session being recorded. Recordings are treated as Confidential Information and retained for a period of ninety (90) days unless longer retention is required for a dispute.

18.6 Out-of-Scope Support Charges

Where a support request is determined to fall outside the scope defined in Clause 18.3, O2O will notify the Client and provide a quotation for the additional work before proceeding. Out-of-scope work is billed at O2O's standard hourly rate of RM300/hour, with a minimum charge of one (1) hour.

18.7 Training

O2O provides one (1) complimentary training session per project, conducted prior to the website or system going live. Training is conducted at O2O's office or via online video call and covers basic operation of the delivered system. Duration is up to four (4) hours. Sessions may be recorded by O2O for the Client's future reference upon request. Subsequent training sessions are charged at RM400 per half-day session. Training conducted at the Client's premises outside the Klang Valley is subject to a travel and accommodation surcharge.

19.1 Post-Warranty Maintenance

O2O's obligations under the project warranty (Clause 9.11) expire after thirty (30) days from delivery. Ongoing support and maintenance after this period requires a separate signed Maintenance Agreement. Without a Maintenance Agreement, the Client may request ad-hoc maintenance quotations from O2O.

19.2 Maintenance Agreement — Scope

Where a Maintenance Agreement is in place, the included scope is:

• Troubleshooting and technical support of the website or system;
• Content and functionality updates as specified in the agreement;
• Weekly automated backups (with 30-day retention);
• Web traffic analytics reporting;
• Software, server, and CMS security updates. The following are expressly excluded from maintenance and will be quoted and billed separately:

New creative or design work; New coding or programming features; Copywriting or content creation; On-site support visits outside the Klang Valley (subject to a travel surcharge).

19.3 Termination for Cause

Either party may terminate any service agreement immediately on written notice if the other party: (a) commits a material breach that is not remedied within fourteen (14) days of written notice specifying the breach; (b) becomes insolvent, enters liquidation or receivership, or makes an arrangement with creditors; or (c) ceases to carry on business. O2O may also terminate any service agreement immediately without notice if: (a) the Client violates the AUP (Part 8); (b) O2O determines that the project or service poses a legal, financial, or reputational risk; or (c) the Client fails to make payment as required and the amount remains outstanding for more than sixty (60) days.

19.4 Termination for Convenience

Either party may terminate a recurring service agreement (hosting, maintenance retainer, or marketing agreement) by giving thirty (30) days' written notice to the other party. Fees already paid for the current billing period are non-refundable. Any outstanding fees for services rendered become immediately due upon termination.

19.5 Effect of Expiry, Non-Renewal, Suspension, or Termination

Upon expiry, non-renewal, suspension, or termination of any service agreement:

1. the Client's access to all O2O-managed platforms, SaaS systems, hosting environments, dashboards, email accounts, and support services may be suspended or revoked;
2. all outstanding invoices, renewal fees, usage fees, support fees, third-party charges, and other amounts due shall become immediately payable;
3. O2O shall have no obligation to continue hosting, maintaining, supporting, updating, backing up, preserving, restoring, or operating the Client's website, ecommerce store, email service, database, or related systems after the service period has expired, been suspended, or been terminated;
4. the Client may request a final Data Export of available Client Data within the applicable Grace Period or within ten (10) calendar days from the date of expiry, non-renewal, suspension, or termination, whichever period is shorter, provided that all outstanding amounts and applicable Recovery and Export Service charges have been paid;
5. any Data Export requested after the applicable Grace Period or retention period shall be subject to technical availability and may incur additional reactivation, retrieval, administrative, hosting, storage, data recovery, migration, or technical service charges;
6. O2O does not guarantee that Client Data will remain available after expiry, non-renewal, suspension, termination, or the applicable Grace Period, especially where the account has been archived, deleted, overwritten, corrupted, removed, or decommissioned in accordance with O2O's data retention, backup, and hosting policies;
7. for non-SaaS custom website projects, O2O may provide exportable website files and databases where technically available and where such files and databases are transferable under the applicable quotation, agreement, third-party licence terms, and Clause 6.1;
8. for O2O SaaS Platform services, no O2O SaaS Platform, source code, system file, backend module, database schema, server image, template, plugin, script, automation workflow, API, or proprietary technology shall be transferred to the Client. O2O may only provide exportable Client Data, if available, in a standard format determined by O2O;
9. intellectual property ownership shall be determined in accordance with Clause 6.1, and ownership of Deliverables transfers only upon full payment where applicable.

20.1 Entire Agreement

These Terms, together with any signed quotation, purchase order, or written agreement executed by an authorised representative of both parties, constitute the entire agreement between O2O and the Client with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings (whether written or oral) between the parties. No party has relied upon any representation not set out in these Terms or in a separate written agreement.

20.2 Severability

If any provision of these Terms is found by any court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect as if the severed provision had not been included. The parties shall use their best efforts to replace any severed provision with a valid provision that achieves, to the greatest extent possible, the same economic and legal effect as the severed provision.

20.3 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between O2O and the Client. Each party acts as an independent contractor. O2O personnel are not employees, workers, or agents of the Client.

20.4 No Third-Party Rights

These Terms do not confer any rights on any third party. The Contracts (Rights of Third Parties) Act does not apply to these Terms (to the extent it applies under Malaysian law).

20.5 Notices

All notices and communications under these Terms must be in writing and delivered by: (a) registered post to the party's registered address; (b) email to the address provided in the quotation or agreement, with read receipt or delivery confirmation; or (c) hand delivery with written acknowledgement. Notices by email are deemed received on the next Working Day after sending.

20.6 Document Version Control

These Terms carry a version number and effective date, published on O2O's website. The version in force at the date of the Client's acceptance (as determined by the date of payment of the relevant invoice) governs the agreement, unless the Client consents in writing to a subsequent version. O2O recommends that Clients download and retain a copy of the Terms in force at the time of their engagement.

O2O eCommerce Sdn Bhd | 202101009872 (1410171-U) Unit B-01-3A, 3 Two Square, No.2, Jalan 19/1, 46300 Petaling Jaya, Selangor, Malaysia [email protected] | [email protected] | T: 603 7620 7020 www.o2o.my/terms-of-service | Version 2.0 — March 2026