The services (“TrustMaven Services”) will be provided by Unique Maven Sdn Bhd (the latter hereafter also referred to as “we”, “us”, “ours” or “TrustMaven”). The use of any of TrustMaven Services will be subject to the following terms (the “Service Terms”).
ACCEPTANCE OF THE SERVICE TERMS
1.0 Please read the Service Terms carefully before using any TrustMaven Services. By using any TrustMaven Services, you agree to be bound by the Service Terms. In the Service Terms, “you” or “User” means:
1.1 your company identified in your account opening form, that is a company: (i) which will or has been incorporated using TrustMaven Services or (ii) the corporate secretarial services, which are or will be provided by TrustMaven (a “TrustMaven Company”);
1.2 your company identified in your account opening form that otherwise uses the TrustMaven Services, for example, as a corporate shareholder in a TrustMaven Company; and
1.3 you, acting in your individual capacity of someone who uses the TrustMaven Services, for example, as a director or individual shareholder, an authorised person, ultimate beneficial owner of a TrustMaven Company or a company referred to in clause 1.2.
2.0 Company Secretarial Services
2.1 By using any TrustMaven Services, User agrees to engage us to provide company secretarial services for User. These services may include the following:
(a) Company incorporation or onboarding of an existing entity;
(b) Provision of a registered office address;
(c) Prepare and file all the statutory returns relate to the TrustMaven Company with the Companies Commission of Malaysia to comply with the provisions of the Malaysian Companies Act, 2016 (“the Act”);
(d) Maintenance of statutory records on TrustMaven’s company secretarial database as required by the Act;
(e) Prepare resolutions in accordance with the requirements of the Act;
(f) Provide assistance on matters pertaining to Company law and compliance with the provision of the constitution (if any) and the Act;
(g) Provision of two qualified individuals to act as named secretaries in compliance to Section 235 of the Act;
(h) Attending to auditors in the annual statutory audit on the statutory records.
2.2 TrustMaven shall provide the company secretarial services, as requested by User from time to time, in oral or written form or in any other manner which TrustMaven may accept. User agrees that TrustMaven has no liability to User for any loss or damage whatsoever, arising out of or in relation to TrustMaven’s performance of the company secretarial services in accordance with User’s instructions.
2.3 User shall indemnify TrustMaven and/or any of its affiliates against and hold each of them harmless from any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fess) howsoever, incurred by TrustMaven arising out of or in relation to its performance of the company secretarial services in accordance with User instructions.
2.4 TrustMaven may require for the performance of the TrustMaven Services (including the services of acting as local nominee director or local nominee shareholder for a TrustMaven Company) that User shall enter into any supplemental agreements or do any such things as required by TrustMaven or applicable laws in order for TrustMaven to provide such TrustMaven Services. TrustMaven shall not be obliged to provide any such TrustMaven Services if User fails to enter into the supplemental agreements or do the things as required by TrustMaven or applicable laws.
2.5 If TrustMaven in its opinion is obliged to meet any legal or other requirements or obligations with regards to User, User hereby agrees to authorise TrustMaven to take any steps which it may, at its discretion, deem necessary or desirable to comply with such obligations or requirements, including taking professional advice at User’s cost.
2.6 At the request of TrustMaven, User shall provide TrustMaven with all documents and information as required by TrustMaven for TrustMaven to comply with its internal policies, any applicable laws or guidelines, issued by any relevant regulatory authority or for any other reason as TrustMaven may consider necessary or desirable from time to time.
3. 0 Other TrustMaven Services
3.1 As part of the TrustMaven Services, User is able to access the online platform and use the other functionality offered on the online platform from time to time, including the ability to view its shareholdings or positions as an officeholder in any TrustMaven Company and details of such TrustMaven Company.
3.2 As part of the TrustMaven Services, User may engage TrustMaven or its representative to act as local nominee director or local nominee shareholder, subject to User entering into supplemental agreements or do the things as required by TrustMaven or applicable laws.
3.3 TrustMaven may, at the request of User, provide ancillary services to User such as bank account opening, application for the account opening of Employer Provident Fund and SOCSO with the KWSP and PERKESO respectively, application for employment and work passes with the Immigration Department of Malaysia, accounting, tax compliance and filing, among other ancillary corporate services. These services may be subcontracted to trusted partners under TrustMaven’s responsibility.
3.4 User acknowledges that any service provided by TrustMaven, which requires a governmental or third party approval, is on a reasonable effect basis only. User also acknowledges that User shall not be entitled to a refund in case any such approval- based service cannot be obtained.
OTHER CONDITIONS OF ENGAGEMENT
4.0 Authority to act for your company
You represent and warrant that you have full legal right, full power and authority to execute, deliver and exercise the rights and perform the obligations under the Service Terms on behalf of your company. In the event that the TrustMaven Company has not been incorporated, you undertake that you shall do all that is necessary to effect such right, power and authority to execute, deliver and exercise the rights and perform the obligations under the Service Terms on behalf of the TrustMaven Company.
5.1 We shall communicate with User in a variety of ways, such as email, SMS, posting email messages or communications on our website or through other TrustMaven Services. User hereby expressly consents to receive any such communication from us as an adequate form of communication.
5.2 User agrees that it is User’s responsibility and not ours to ensure that all agreements, notices, disclosures and other communications which we provide electronically, satisfy any legal requirements that such communications be in writing.
6.1 Other than content generated by User on other users of the online platform, we or our licensors own all copyrights in the content of this online platform. You may download and temporarily store on or more of the pages of this online platform for viewing purposes and you may print any page from this online platform for use by User and User only.
6.2 Any other storage, copying, transmission or distribution of the content of this online platform is strictly prohibited without our prior written consent.
6.3 User owns the copyright in any content which User generates (for example, when User inputs details into share transfer form, company incorporation form and other statutory returns documentation), but User herewith grants to us a free, non-exclusive and irrevocable licence, with the right to sublicense, to use that content for the purpose of providing to User the TrustMaven Services.
7.0 User’s Account
User is responsible for maintaining the confidentiality of User’s password and account, including the private key which we give to User, and for any other activities which occur using User’s account or which are signed for with User’s private key. We shall not be liable to User or any of User’s related entities for any loss or damage, which may arise as a result of any failure by User to protect User’s password, private key or account.
8.0 Third Party Software and Application Programming Interface (“API”)
We and User may use third party software and APIs when using the online platform or the TrustMaven Services. We do not guarantee the reliability of such third-party software or APIs. User agrees that we are not liable for any loss or damage whatsoever, arising out of the use of use third-party software or APIs to access any information, the online platform or the TrustMaven Services.
9.0 User’s Information
User confirms that all information and details provided by User to us shall at all times be true, complete, accurate and up to date in all respects, as we rely on such information and details for the provision of the TrustMaven Services. User can update or correct any of its information or details at any time through its account on the online platform.
10.0 Fees and Payment
10.1 User shall pay TrustMaven in advance the fees set out in our online platform, engagement letter, email or our website for the relevant TrustMaven Services (“Fees”), by electronic invoice, which can be paid by bank transfer or cheque.
10.2 If there are any fees for TrustMaven Services which are not set out on our online platform or website, we shall issue an invoice to User for such TrustMaven Services provided. User shall pay us the fees set out in the invoice for such TrustMaven Services on receipt of our invoice.
10.3 We will charge for all disbursements we incur in acting for you. Examples of these
(a) government fees and charges
(b) travelling and accommodation expenses
(c) photocopying, postage and delivery charges
11.1 We reserve the right to cancel the TrustMaven Services in part of in whole at any time, if User breaches any of the Service Terms. We shall not be liable to User for any loss or damage whatsoever incurred by User due to our cancellation of the TrustMaven Services.
11.2 If any TrustMaven Services provided hereunder are terminated by User or us, User shall immediately
(a) become solely responsible for all your third-party or statutory obligations covered by TrustMaven Services then or thereafter due;
(b) reimburse us for all payments made by us on your behalf to any third party or regulatory authority; and
(c) all fees due to us for the TrustMaven Services provided shall become immediately due and payable.
11.3 When termination occurs, papers and documents provided to us will, at your request, be returned to you promptly. User may at a reasonable timeframe, download all statutory records and documents in relation to the User before the access to the online platform is cancelled.
12.0 Use of Online Platform
12.1 Any content of our online platform which is provided by TrustMaven, its partners or licensors, is provided for general information only. We do not accept any liability for its use.
12.2 We exclude any liability which may arise from your use of or reliance on the content of the online platform, except if and to the extent such liability arises from our fraud or fraudulent misrepresentation.
12.3 As part of the TrustMaven Services, User of the online platform is able to interact with certain content provided by us (including any share transfer form, company incorporation forms and statutory filing documentation) to create user-generated content. We shall not be liable for any content, including accuracy or completeness thereof, of any user-generated content.
12.4 Whilst we use reasonable efforts to ensure that our online platform is free from viruses and other malicious or harmful content, we cannot guarantee that User’s use of this online platform (including any content on it or any website accessible from it) shall not cause damage to User’s computer or any other device. Except if required by applicable law, we shall not be liable to User for any kind of loss or damage, which User suffers as a result of viruses or other malicious or harmful content which User accesses from or by way of the online platform.
13.0 Use of TrustMaven Services
13.1 Whilst we shall use reasonable efforts to ensure that availability of the TrustMaven Services shall be uninterrupted and that transmissions shall be error-free, this uninterrupted service and error-free transmission cannot be guaranteed. In addition, User’s access to the TrustMaven Services may also be occasionally suspended or limited to allow for repairs, maintenance or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and shall use reasonable efforts to notify User in advance.
13.2 TrustMaven shall not be liable for any loss or damage howsoever called, arising out of or resulting from the provision of the TrustMaven Services hereunder, unless resulting from bad faith or gross negligence on the part of TrustMaven. This exclusion of liability also covers exclusion of liability for any loss of business (including but not limited to loss of profits, revenue, contracts, anticipated savings, data, goodwill and wasted expenditure) and any social, punitive or any other consequential or indirect loss or damage.
13.3 We shall not be liable for any delay or failure to comply with any of our obligations under the Service Terms if such delay or failure arises from any situation of force majeure. Force majeure means anything outside our reasonable control and includes but is not limited to fire, storm, flood, earthquake or other acts of God, explosion, accident, act of public enemy or terrorists, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, transportation embargo, change of laws effected by governmental authority.
14.0 Compliance with applicable laws and regulations
14.1 User represents and warrants that it shall comply with all applicable laws and regulations when using any TrustMaven Services.
14.2 User shall indemnify TrustMaven and any of its affiliated companies against and hold each of these entities harmless from any and all loss, damage, action, judgement, claim, demand, taxes, costs and expenses (including legal and/or other professional fee), incurred by TrustMaven arising out of or resulting from the provision of the TrustMaven Services pursuant to this Corporate Services Agreement.
The Service Terms may be varied from time to time, in which case notice will be given to User. By continuing to use the online platform or any other TrustMaven Services, User agrees to be bound by the current Service Terms.
16.0 Governing Law and Jurisdiction
The TrustMaven Services Agreement, including the Service Terms, shall be governed by Malaysian law. User and TrustMaven agree to submit any dispute exclusively to the Malaysian courts.
17.0 Disclaimer of Liability and Warranty
17.1 It is expressly acknowledged and agreed by User that TrustMaven only functions as a registering agent for the formation of companies, and further that TrustMaven only provides assistance in the governance of such formed companies.
17.2 User acknowledges that there are inherent risks associated with the formation and operation of a company. It is therefore expressly agreed by User that TrustMaven shall have no responsibility or liability whatsoever for any such risks. User furthermore agrees that TrustMaven shall not be liable for any loss or damage whatsoever (e.g. direct, indirect, consequential, punitive or otherwise), which may arise as a result of User’s use of information or any other services provided by TrustMaven.
17.3 TrustMaven shall not provide any warranty, promise or representation of any kind, express or implied, as to the standard, accuracy, purpose or suitability of the information or other TrustMaven services provided.
18.0 No Attorney-Client Relationship of Advice
Any communication between TrustMaven and User (a) does not create or constitute an attorney-client relationship, (b) is not intended to be a solicitation, (c) is not intended to convey or constitute any legal or any other kind of advice and (4) is not a substitute for any legal advice from a qualified outside legal counsel or advice from any other kind of third-party professional.
19.0 Collection of your information
19.1 We may collect the following types of personal data (“Personal Data”):
(b) residential address
(c) email address
(d) personal identification information (e.g. identity card number or passport number)
(f) age or date of birth
(g) bank account details including statements
(h) professional or job title or occupation
19.2 We collect Personal Data directly from you, unless it is unreasonable or impracticable to do so. When collecting Personal Data, we may collect it in various ways, including:
(a) through your access and use of our website and/or online platform;
(b) through the TrustMaven Company to which we provide the requested TrustMaven Services;
(c) upon your completion of payment for engaging TrustMaven Services;
(d) through emails, messaging applications or other file sharing means, which you use to provide the Personal Data to us.
19.3 If you do not provide us with any of the Personal Data, we may not be able to provide the requested TrustMaven Services to your or the TrustMaven Company, either to the same standard as if you had provided the Personal Data, or at all.
20.0 Purpose of Collection, Use and Disclosure
20.1 We collect, use and disclose your Personal Data for the following purposes, namely to:
(a) provide the requested TrustMaven Services to you or the TrustMaven Company and send communications as requested, or for consent purposes by you or TrustMaven Company;
(b) verify you or the TrustMaven Company’s identity;
(c) provide access to you or the TrustMaven Company to our online platform;
(d) provide you with access to certain areas of our website;
(e) answer enquiries and provide information or advice regarding our services;
(f) keep our records and your contact details up to date;
(g) process and respond to any complaints, enquiries or feedback from you; and
(h) comply with any law, regulation, binding decision or direction of a Regulator, and co-operate with any governmental authority.
20.2 We shall not share, sell, disclose or otherwise dispose of your Personal Data, other than in accordance with clause 21.
20.3 We may maintain the Personal Data upon expiry or early termination of the TrustMaven Services Agreement if and to the extent necessary to enforce any of our outstanding rights hereunder, or as required by applicable laws, whichever period is longer.
21.0 Disclosure of Personal Data
21.1 We may disclose your Personal Data to:
(a) our affiliated companies or third-party services providers for the purposes (i) set our in clause 20.1, for the purpose of (ii) operating our website or business, (iii) fulfilling your requests, and (iv) processing and verification to enable us to comply with our internal policies and (v) for the purpose of otherwise providing our services to you or your TrustMaven Company;
(b) the relevant Companies’ Registry for the purpose of us providing corporation secretarial services;
(c) law enforcement agencies or regulatory authorities in Malaysia or abroad, if we are required to do so by law;
(d) relevant parties if it is necessary for legal proceedings; or
(e) any other organisation for any authorised purpose with your express consent.
21.2 We may disclose your Personal Data to our affiliated companies or third-party service providers abroad for some of the purposes listed above. In these cases, the disclosure will be on a need to know basis.
21.3 Your consent for the collection, use and disclosure of the Personal Data will be on-going until such time it is withdrawn by you in writing. You may withdraw your consent for any of the purposes at any time by informing us at our office address. Whilst respecting your decision, withdrawal of your consent may affect the quality or continuation of the TrustMaven Services. We shall therefore notify you of the potential consequences of your withdrawal before completing the process of your request of withdrawal.
21.4 Your withdrawal of consent will not affect our obligation to collect, use and disclose your Personal Data, if so required by law pursuant to clause 21.1.
22.0 Direct Marketing
22.1 We may send you direct marketing communications about our Services which we consider may be of interest to you. These communications are sent in various forms, including mail, SMS, telephone calls and emails, in accordance with applicable laws. If you indicate a preference regarding the method of communication, we will endeavour to use that method whenever practicable to do so.
22.2 You may at any time opt-out of receiving these marketing communications from us by contacting us.
23.0 Access and Correction
23.1 You may access or correct any Personal Data which we hold about you at any time by logging into your account or the account through which your Personal Data was provided.
23.2 Alternatively, you may contact us to request for access and correction of Personal Data which we hold. If you are entitled to access the Personal Data, we will try to provide you with suitable means of accessing it. We may charge you a reasonable fee to cover our administrative costs in providing the Personal Data to you. We do not charge for making any corrections to your Personal Data.
24.0 Protection of Personal Data
24.1 Although no method of transmission over the internet or electronic storage is completely secure, we take reasonable steps to ensure your Personal Data is protected from misuse or loss, unauthorised access, modification or disclosure.
24.2 All email and SMS messages (as provided by our website or online platform) sent to and from us may be monitored to ensure compliance with our internal policies and to protect our business.
(a) identifying you during the login process to our website;
(b) keeping track of any preferences specified in your account;
(c) conducting research and diagnostics; and
(d) helping to prevent fraudulent activity and improve security.
25.2 If you do not wish to receive cookies, you can adjust your browser setting so that your device does not accept them.