​

​

​

Terms and Conditions of Appointment

​

The Terms and Conditions of Appointment shall be read and construed as an essential part of the Letter of Appointment to the Client as if they were incorporated herein. Except as otherwise expressly provided herein or unless the context otherwise requires, the followings words or expressions shall have the following meaning respectively: -

​

“MASICON” refers to MASICON CONSULTING GROUP SDN BHD.

​

“The Client” or “The Company” refers to The addressee of the Letter of Appointment.

 

“Services” refers to The scope of services to be delivered by MASICON.

​

“Engagement” refers to The service engagement between MASICON and the Client.

 

 

In respect of MASICON delivery of services pursuant to the Letter of Appointment, the following outlined the Terms and Conditions of Appointment in addition to specific contractual reference made in the Letter of Appointment. The headings to the clauses hereof are inserted for convenience and shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof. Where the context otherwise requires, words importing the singular number or the masculine gender include the plural number or the feminine gender and vice versa.

​

1. Timeframe

 

The delivery of services will be carried out in accordance with a timetable to be agreed between all the parties that will satisfy the requirements of the engagement and the obtaining of the necessary consents. We will discuss with you any difficulties we encounter with this engagement, or with meeting the timetable to be determined, as and when the problem arises.

 

2. Responsibility of the Directors

 

The directors of the Company shall have full responsibility to make available to us all relevant financial records and related data, and explanation as and when deemed necessary. The directors shall also ensure that the management and staffs of the Company provide full assistance in obtaining any information and explanations required by us in carrying out duties.

 

The directors are responsible to inform us of any material changes in the Company’s financial position or other matters concerning this engagement of which the directors are aware which may have an impact on our report up to the date of signature, particular insofar as they arise after we have completed the main part of our work and issued a draft report. Any such matters should be advised to the engagement team.

 

3. Adequacy of Scope of Work

 

The scope of advisory and review work is not presently governed by any local authoritative professional standard or statue and therefore is a matter of agreement and accordingly the agreed scope of work. The sufficiency of the scope of work is solely the Client’s responsibility. And accordingly we make no representation as to its adequacy either for the purpose stated in the Letter of Appointment.

​

4. Access to Information

 

It is the responsibility of you to make arrangements to secure access to the information needed for us to complete the engagement. In particular, you will arrange for us to have reasonable access to key operations executives and senior management of the Company, historical financial results and forecasts. Should we consider it necessary to meet with third parties, such as the respective Companies’ auditors, advisers or bankers, you will use all reasonable endeavour to facilitate the happening of such meetings.

 

If we are unable to obtain necessary information from either directors, its officers, or third parties such as professional advisers, auditors and bankers, to enable us to complete any of the part of the engagement or if the quality or amount of the information is such that our usual programme of work cannot reasonably be completed according to the terms of this engagement, we will notify you and await instructions. If the matter which we have raised with you cannot be satisfactorily resolved, we may at our discretion consider it necessary to suspend our work pending receipt of instructions. In such circumstances where work is suspended for a period of time while the matters at hand are being dealt with you, we would be rendering an account for fees and expenses up to that time.

 

5. Reliance on Information and Explanations

 

In carrying our duties, we are to rely on information provided by you, directors, officers and employees or its bankers, lawyers and advisers, after making such enquiry as in our judgment we think necessary or without making any enquiry if in our opinion none is warranted under the circumstances. In the absence of concerns or suspicion about the particular matters which are the subject of the due diligence review, it is accepted as a condition of this engagement that we are entitled to assume that the information provided to us has been carefully and honestly prepared and is complete and accurate for the purpose for which it has been provided. In such circumstances we will not be required to conduct any form of additional enquiry or checking as to the correctness or completeness of that information.

 

The authenticity, accuracy and completeness of such information provided by you, which we will rely on and which will form the basis of our advice and assistance, are the Client’s sole responsibility. Our engagement does not encompass independently satisfying ourselves as to the authenticity and completeness of the information gathered for the engagement, no representation or warranty, either expressed or implied shall be made with respect to the information in the report nor shall we be responsible for any liability, expressed or otherwise, resulting from any form of reliance, upon any statement contained in the report.

 

6. Engagement Team

 

In addition to the designated engagement team, other personnel in our firm will contribute their expertise as and when required during the course of the engagement. We may also alter the composition of the engagement team, if we consider this to be necessary for the performance of the engagement.

 

7. Limitation of Use and Distribution

 

Any report or advice given by MASICON in relation to this engagement is prepared at the request of you and shall not be used or relied upon for any other purpose. Save with our prior written consent, no part of any report or advice given by MASICON may be disclosed to third parties or copied, reproduced, extracted, quoted or included in any other document or communication to third parties. We do not assume any responsibility or liability for losses occasioned, to you or other parties as a result of the circulation, publication, reproduction or use of the said report(s).

​

It is always our professional practice that all manuals or reports drafted by MASICON at your request would remain as your property and to be used in any manner that it deems fit. We are also agreeable to limits it is used or distributed of the Client’s manuals or reports and it should not be used or distributed to any third parties without your written consent.

 

8. Confidentiality

 

With the exception of any right or obligation by virtue of which we or any person connected with us may be entitled or bound by law to disclose information or produce any documentation, we undertake to you that we will treat as confidential all such information not in the public domain which is supplied to us in relation to you and the engagement and which we are informed is of a confidential nature and will not make use of any such information for our own benefit or that of any other person (except for you or as directed by you), or disclose any such information to any other person except to our employees who are engaged in the provision of the services to you under this engagement and who will be required to be bound to observe the same undertaking as to confidentiality as that contained in this paragraph or in accordance with our compliance and quality control procedures from time to time.

 

Our report(s) will be prepared solely for the information of our Client. Such report(s) contains confidential information which are subject to obligations or secrecy and confidentially whether imposed by contractual undertakings, statue or the law in general, and most therefore remain confidentially to all parties, its officers, employees and advisers, any unauthorised disclosure in breach of these obligations may result in damages, fines or penalties imposed on MASICON, and its advisers whether by law of criminal prosecution or civil action by the aggrieved parties. In the event that we become liable for such breaches owing to any action by you, your officers, employees or advisers whether intentional, negligent or otherwise and whatever the justification for such action, we shall be indemnified and held harmless by you from and against any claims or losses made / suffered by third parties howsoever arising.

 

9. Engagement of Specialists

 

If in the course of our engagement any matter arises which requires input from specialists, in areas in which we neither profess nor are reputed to be authoritative, we will discuss with you how we might best resolve the particular matter. This could necessitate the employment by you as an appropriate specialist, the cost of which is not included as part of our fee estimate, shall be solely at your own cost.

 

10. Attendance at Court

 

In the event that any staff or partner of MASICON is requested by you to attend at court or is required by government regulation, subpoena, or legal process to produce documents or to appear in any hearing, inquiry or investigation (whether as witness or otherwise) with respect to any matters concerning or arising from the engagement, MASICON shall entitled to be reimbursed by you for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such request or requirement.

 

11. Indemnity

 

In consideration of MASICON agreeing to act, you shall indemnify and hold harmless MASICON and its personnel from and against all and any claims, demands, actions, suits, proceedings, losses, damages, costs, and liabilities and expenses, legal fees in respect of or arising howsoever including the cost and expense to all reliefs flowing therefrom or related to the  failure of the Client to deliver any information or documents involving the engagement of MASICON.

​

12. Limitation of Liability

​

MASICON’s maximum liability relating to services rendered under this engagement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to MASICON for the portion of our services or work produce giving rise to liability. In no event shall MASICON be liable for consequential, special, incidental or punitive loss, damage or expense (including, without limitation, lost profits, opportunity cost, etc), even if we have been advised of their possible existence.

 

It is a condition precedent to our liability under this engagement that all claims shall be asserted within a period of twelve (12) months from the date of receipt of the report in respect of which a breach of contract or breach of duty or fault or negligence is alleged to have occurred.

 

13. Termination

 

This engagement may be terminated by either party at any time by giving notice in writing having to furnish any reason whatsoever. Without derogating in any way from the generality of the foregoing, for the avoidance of doubt, it is expressly provided that MASICON may withdraw from the engagement at any time by giving notice in writing if circumstances deemed prejudicial to the interest of MASICON have arisen in connection with the engagement.

 

Notwithstanding the termination by either party, you shall be liable to pay for the value of the work done up to the date of termination.

 

We reserve the right to transfer and/or assign this engagement to and/or co-assistance with our holding, related, associated or affiliated company, and will advise you if the need arises for the performance of the engagement.

 

14. Professional Fees

 

All professional fees outlined in the quotation, proposal and/or Letter of Appointment plus government service tax and other out-of-pocket expenses shall be payable upon presentation of bills. Our fees are based primarily on the time spent on the matter recorded at hourly rate. Our fee may also reflect other discretionary factors, such as value of the transaction, its urgency, novelty and/or complexity, the degree of responsibility involved, the nature of applications made, and duration of matters or projects.

 

Where possible, we will provide you an estimate of our fees. Our estimates of our fees will be based in the brief you give us and where we discovered that you have failed and/or neglected to brief us fully or where the job specification changes materially, we reserve the right to revise our quoted fees and delivery dates / time for our work.

 

Any bill not paid within thirty (30) days will be considered delinquent. Without limiting its rights or remedies, MASICON reserves the right to withhold the work or terminate from this engagement.

 

15. Severability

 

If any of the provisions of the Letter of Appointment or the Terms and Conditions of Appointment becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

​

16. Waiver

​

Knowledge or acquiescence by either party hereto of or in any breach of any of the terms herein contained shall not operate as or be deemed to be a waiver of such terms or any of them and notwithstanding such knowledge and acquiescence each party hereto shall be entitled to exercise their respective rights under this engagement and to require strict performance by the other of the terms herein.

​

17. Successors Bound

​

This engagement shall be binding upon the heirs, estates, personal representatives, nominees, trustees, permitted assigns and successors-in-title of the parties hereto.

​

18. Governing Law

​

The parties hereto hereby agree that this engagement shall be governed by and construed in accordance with the laws of Malaysia and hereby further agree that the court of jurisdiction shall be in Malaysia.

​

19. Personal Data Protection Act 2010 (PDPA)

​

PDPA has been gazetted by our Government on 15 November 2013. The PDPA is meant to regulate the processing of personal data in commercial transactions and requires us to inform you of your rights in regard to your personal data that is being processed and the purposes for the data processing.

 

The processing of your personal data which involves collecting, recording, holding and storing of the personal data is required for and related to our professional services and will solely be used by MASICON, its Group of companies and associates.

 

20. Authorisations

​

MASICON requires that all instructions from the Company shall be made in writing. MASICON reserves the right to demand for the originals of the instruction letter, whenever applicable. You shall provide MASICON the names of the authorised persons of whom MASICON can act upon their instructions on behalf of the Company. The list of the names, positions and specimen signatures shall be provided to us upon commencement of our engagement and subject to our sole discretion, as and when MASICON request the same.

​

21. Changes of The Company

​

MASICON would have to be informed of any changes in the circumstance of the Company, including changes on its address, details of its officers, directors or shareholders of the Company in advance, so that MASICON have sufficient time to prepare the relevant documents and lodge them with any government authorities or any other governing bodies within the prescribed period as stipulated by the laws of Malaysia.

​

22. Independent Contractor

 

The parties agree that there are no, and there will not be, any employer-employee relations between the Client and MASICON or any of the MASICON’s employees, servants and/or agents. MASICON and all of its employees, servants and/or agents shall be deemed independent contractors of the Client for all intents and purposes hereunder and that nothing in this engagement shall be construed to make any party hereto the representative or agent of the other party or bound by any act or omission of the other party.

 

Nothing in the engagement thereafter shall be deemed to constitute a partnership between the Client and MASICON.

 

No party has any authority to bind or oblige or incur any liability on behalf of the other party and no such authority is to be implied.

 

23. Non-solicitation

​

You agree that you, your servant or agent jointly with any other person, firm or company, and whether directly or indirectly and whether for the account of yourself or any other person, firm or company (whether as shareholder, participator, partner, promoter, director, officer, agent manager, employee or consultant of, in or to another person, firm or company or otherwise howsoever) shall not solicit or entice away or employ any person who is or will be in the employment of MASICON or its related companies, whether the said person is or is not involved, directly or indirectly in the provision of services to you during the terms of your agreement for the provision of services by us and for a period of twelve (12) months following the termination and expiration of the agreement with MASICON.

​

24. Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA or AML/CFT)

​

MASICON wishes to bring to your attention of our specific reporting obligations under Section 14(b) of the AMLA and read together with Section 20 of the AMLA require MASICON to report any transactions that MASICON has reason to suspect involves proceeds of any unlawful activity. MASICON has a legal obligation to report suspicious money laundering if such circumstances arise.

​

Please note that MASICON is required by law to report its suspicious to the Financial Intelligence Unit in Bank Negara Malaysia without alerting the Client on the same. In such event, MASICON shall not be liable to any civil, criminal, or disciplinary proceedings for the disclosure of any information in any report of suspicious transactions made by MASICON in good faith.

 

MASICON reserves the right to request the Company and its promoters, directors, shareholders and/or beneficial owners as well as related parties to adhere with our Know Your Customer (KYC) or Customer Due Diligence (CDD) compliance requirements.

 

By entering into this engagement with us, you hereby agree and consent to MASICON to perform background assessment on the Company and its promoters, directors, shareholders and/or beneficial owners as well as related parties from time to time with or without prior notice.

 

25. Force Majeure

 

Force majeure shall mean, the occurrence of any one or more of the following events:-

 

Explosion, lightning, fire, storm, tempest, flood, landslide, earth movement, earthquake, tsunami, pandemic, terrorism, riot, disorder, civil commotion, enemy action, war, strike, labour dispute, restrictions, regulations or control imposed by any Act of Parliament, any rule, ordinance, proclamation or order issued by any competent authority, enemy or hostile government action, or any other Acts of God or inevitable accidents or unforeseen events.

 

If either party is delayed or prevented from performing any of its obligations under this engagement by reason of any event of force majeure, the period of such delay or such prevention shall be deemed added to the time provided in this engagement for the performance of such obligations by either party, as the case may be, and neither party shall be deemed to be in default hereunder by reason of such delay or prevention without prejudice to the rights and remedies of the parties as provided in this engagement, or otherwise available in law, as the case may be.

 

Notwithstanding the above, where the event of force majeure has continued for a period of six (6) months, whether intermittently or continuously, either party shall be entitled to terminate this engagement by giving written notice to the other party. Upon notice being given, the obligations of parties under this engagement shall cease, save for antecedent breaches.

 

26. Mutual Agreement

 

In entering into this engagement, the parties recognise that it merely sets out the basic terms which have been agreed between the parties as it is impracticable to make provision for every contingency that may arise in the course of the engagement referred to above. Accordingly, the parties hereto agree that the complete terms and conditions for the engagement as may be mutually agreed between both parties thereto for the smooth execution of the engagement.

 

27. Variations / Amendments

 

MASICON reserves the right to change and/or amend the information, details, and terms and conditions above-mentioned, from time to time without prior notice and in its sole discretion by giving a written notice by email upon any such changes / amendments.

​