Geodesic Sdn Bhd Terms and Conditions of Service

1. General

These terms and conditions (as the same may be modified from time to time, “Terms and Conditions”) shall govern the use of the website located at www.geodesic.com.my (including all web pages located at subdomains thereof, the “Website”) by anyone and the dealing between Geodesic Sdn Bhd (the “Company”) and a client (the “Client”) in relation to the website design and production and other related services (“Services”) including but not limited to the design and production of the Client's website (“Client Website”). The Services shall be further governed by terms and conditions set out in the Job Description (as defined below). In the event of any inconsistency between the Job Description, and the Terms and Conditions the latter shall govern for the purposes of the Services.

The use of the Website and any Services is entirely at the Client's risk. The use of the Website or the use of any Services constitutes the Client's acceptance, without modification, to these Terms and Conditions then in force at time of use. These Terms and Conditions constitute the entire and only agreement between the Company and the Client, and supersede all prior or contemporaneous agreements, representations, warranties and understandings with respect to the use of the Website and any Transaction. These Terms and Conditions may be amended and posted on the Website at any time by us from time to time without specific notice to the Client, but this shall not affect the Terms and Conditions in effect when the Client used the Website. the Client should review the latest Terms and Conditions prior to using the Website or any Services. If the Client does not agree to these Terms and Conditions, the Client should not use the Website or any Services.

2. Compliance with Law

It is the responsibility of the Client to comply with all relevant laws and regulations relating to the Client Website (including but not limited to the relevant publicity and advertisement rules and by-laws, if applicable).

3. Domain Name, Webhosting and Web Server

Unless otherwise agreed, the Client is responsible for maintaining the domain name (“Domain Name”) and hosting of the Client Website with a webhosting company (the “Webhost”). The Company shall under no circumstances be responsible for any issues arising from or in connection with hosting of the Client Website. The Company shall be given the necessary access to the control panel at the Webhost for the purpose of uploading the necessary web files (each a “Page”) to the web server. Unless otherwise agreed, the Pages are static HTML pages styled with CSS and the Company shall have the discretion as to the codes to be used for each Page. There is no agreement as to any feature to be included in the Client Website unless expressly agreed by the Company.

4. Estimate and Payment

No estimate shall be binding unless set out in an invoice (an “Invoice”) issued by the Company in relation to a job description setting out the underlying assumptions and the requirements of the Client (the “Job Description”) and acknowledged by the Client. 50% of an agreed estimate (“Agreed Estimate”) shall be payable upon acceptance of the Invoice by the Client and the remaining to be payable on the date the Client and the Company agree that the Client Website shall be published or such other payment date as the Company and the Client may agreed (“Final Payment Date”). The Company reserves the right to revise the Agreed Estimate (such revised amount to be based on additional hours necessary to complete the Services at the Company prevailing standard charge out rates) in the event that the estimate man hours are likely to be exceeded as a result of changes requested or delay caused by the Client. All payment shall be made to the bank account provided by the Company and the Client shall bear all costs relating to such payment including bank charges.

5. Written Materials, Images and Digital files

Unless otherwise agreed, the Client is responsible for furnishing the Company with the necessary written materials, information, images and other digital files (including the Client's logo) requested by the Company for use on the Client Website. The Company may (but shall not be obliged to) digitally alter (including altering the size thereof for faster uploading) to such image and digital files to ensure that they are suitable for use on the Client Website. Unless otherwise agreed, the number of images to be used for each Page shall not be more than five and the Company shall be required to digitally alter any images (including changing the size thereof) for use on the Client Website.

6. Intellectual Property and Credit

The contents, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website (collectively, "Contents") are protected under applicable copyrights, trademarks and other proprietary rights. The copying, redistribution, use or publication of the Contents by any person as his/her/its own material without regard to the Company's copyright is strictly prohibited. The posting of the Contents on the Website does not constitute a waiver of any rights therein.

Upon the payment of all fees, charges and out-of-pocket expenses payable by the Client to the Company, all rights in the intellectual property of the Client Website (unless expressly reserved by the Company) shall pass to the Client. The Client agrees that the Company is entitled to (a) place the words “designed by Geodesic Sdn Bhd.” at the bottom of the home page of the Client Website and provide therefrom a link to the Website and (b) notwithstanding anything in Clause 11 hereof, include a mention on the Website the fact that the Client Website is designed by the Company and providing therefrom a link to the Client Website.

7. Representation and Warranties

The Client Website shall be designed and produced based on the instructions given by the Client and published with the agreement and sign-offs from the Client given through a person authorised by the Client (the “Client Contact Person”) and the Company makes no representation or warranty in relation to the Client Website or the Services whatsoever, whether express or implied, including fitness of purpose or merchantability.

8. Limitation of Losses and damages

The Contents available on the Website are provided on an "as is" and "as available" basis without any representations or endorsements made and without any warranty of any kind whether express or implied, including but not limited to implied warranties of fitness for purpose, merchantability and accuracy. The Company (which term as use in this clause includes its directors and employees) will not have any liability to anyone who use any Content. In no circumstance shall the Company be liable for any loss, claim, costs, damages, whether direct or indirect, incidental, special or consequential (collectively, "Loss"), arising out of or in any way connected with the use of the Website or the Contents, under any law or on any basis whatsoever whether contractual or otherwise, except in relation to death or personal injury. The total liability of the Company for direct loss arising out of the use of the Website and Contents shall be limited to RM1,000 for any one incident or series of related incidents.

The Client agrees that, in the event of any claim from the Clients to the Company, any claims, damages or losses (including legal costs) of the Client shall be limited to direct losses, damages and claims relating to the Services or the Client Website and shall in any event be limited to the part of Agreed Estimate paid by the Client (if any). The Client agrees to waive and not to claim against the Company in excess of the Agreed Estimate.

9. Target Dates

Target dates (however described but exclude Final Payment Date and any other dates by which the Client agrees to performance certain obligations under the Job Description) are good faith estimates by the Company only and the Company shall not be liable to the Client for any delay however caused.

10. Termination

The Client shall have the right to terminate the Services by giving the Company one week written notice (the effective date of such a notice, the “Client Termination Date”) but such termination shall be without prejudice to the obligation of the Client to pay all agreed out-of- pocket expenses incurred and there will be no refund of any payment made by the Client prior to the Client Termination Date. The Company may at any time terminate the Services by written notice and refunding to the Client all payments made by the Client (if any) under the Invoice. Neither shall have any further obligations or remedies in excess of the abovementioned payments.

11. Confidentiality

Each of the Company and the Client (in such capacity, the “Recipient”) agrees (a) to keep confidential all information (“Confidential Information”, including all estimates and advice provided by the Company but excluding information already in the public domain or in the possession of, or lawfully obtained by, the Recipient) provided by the other party (in such capacity, the “Provider”) and (b) not without the prior written consent of the Provider to use such Confidential Information other than for the provision of the Services in relation to the Client Website provided that the Recipient may disclose the Confidential Information if required by applicable laws it is subject to.

12. Hyperlinks

The Website includes pages relating to other parties ("Third Parties Materials") or hyperlinks to websites belonging to third parties ("Third Party Websites"). The Company does not control such Third Party Materials or Third Party Websites and takes no responsibility for, and will not incur any liability in respect of, any Third Parties Materials. Nothing contained in the Website shall be deemed to constitute a partnership between the Website and any of the Third Party Websites nor results in the Website becoming agent of any other party for any purpose. The inclusion of hyperlinks to Third Party Websites or including Third Party Materials in the Website does not imply any endorsement of views, statements or information contained in such websites or materials. Any person who provides links to the Website will only do so on the conditions that (a) advertisements, the copyright or other notices on the Website are not removed or obscured, by framing or otherwise, (b) the person or the relevant website does not engage in illegal or immoral activities (c) the links to the Website will be discontinued immediately upon request by the Company and (d) the Company (and its directors and employees) shall be indemnified by the person responsible for such link for all losses and damages suffered by the Company (and its directors and employees) as a results of the links to the Website or failure to discontinue the same immediately upon the Company's request.

13. Advertisers and Sponsors

It is the responsible for advertisers and sponsors (collectively, "Advertising Clients") to ensure that material submitted for inclusion on the Website is accurate and complies with applicable laws. Such material shall be prepared and submitted at the cost of the Advertising Clients and in the format agreed by us. The Company conducts no due diligence and shall not be responsible for the error, inaccuracy or illegality in the materials supplied by the Advertising Clients. The Company reserves the right to remove, suspend, block and reject any advertisement (including those placed by google Adsense), determined by the Company in its sole discretion as inappropriate, immoral and otherwise not compartible with the Company's policy (but without any duty on the part of the Company to specify any reason).

14. General

If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force. These Terms and Conditions may be assigned by the Company at any time. Headings in these Terms and Conditions are for convenience only and must not be given any legal import.

15. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and the Malaysian courts shall have exclusive jurisdiction to hear any dispute arising from these Terms and Conditions.

May 2009