5. Confidentiality

5.1 Permitted Use and Disclosure

Each party receiving Confidential Information from the other party shall use such information solely for the purpose of performing its obligations and exercising its rights under this Agreement. The receiving party may disclose the Confidential Information only to its directors, officers, employees, agents, contractors, or professional advisers who require access to such information for purposes consistent with this Agreement and who are subject to appropriate confidentiality obligations.

5.2 Exceptions to Confidentiality

The confidentiality obligations contained in Clause 5.1 shall not apply to Confidential Information which:

• a) is publicly available or subsequently enters the public domain other than through a breach of this Agreement;

• b) is lawfully obtained by the receiving party from a third party without any obligation of confidentiality; or

• c) is independently created or developed by the receiving party without reference to or reliance upon the Confidential Information disclosed by the other party.

5.3 Compelled Disclosure

Where a party is required by law, court order, governmental authority, or regulatory body to disclose any Confidential Information belonging to the other party, it shall, to the extent legally permitted, promptly notify the other party of such requirement and cooperate reasonably with any efforts to limit or protect the disclosure.

6. Term and Termination

6.1 Duration of Agreement

This Agreement shall take effect on the Commencement Date and shall remain in force until the Termination Date (if specified), unless terminated earlier in accordance with the provisions of this Clause 6.

6.2 Termination Rights

Without prejudice to any other rights or remedies available under this Agreement or at law, either party may terminate this Agreement or any Services provided under it:

• a) by giving not less than ninety (90) days’ prior written notice, such termination to take effect at the expiry of the Minimum Term or at the end of any subsequent contract year; or

• b) immediately upon written notice to the other party if that party:

  • i. commits a material breach of this Agreement which is incapable of remedy, or, where the breach is capable of remedy, fails to rectify such breach within seven (7) days after receiving written notice requiring it to do so; or

  • ii. becomes bankrupt, is unable to pay its debts as they fall due, or, in the case of a corporate entity, becomes insolvent or subject to any insolvency proceedings under applicable law.

6.3 Early Termination Compensation

Where the Customer terminates this Agreement prior to the expiry of the Minimum Term or any subsequent contract year, other than in accordance with the provisions of this Agreement, the Customer shall be liable to pay compensation for such breach as follows:

• a) an amount equal to twenty-five percent (25%) of the annual contract value, together with liquidated damages of fifteen percent (15%) of the annual contract value;

• b) where a Job has not yet been completed, one hundred percent (100%) of the Fees attributable to all work performed up to the date of termination;

• c) any refund shall be granted solely at the discretion of HPC.

6.4 Automatic Renewal

Unless otherwise specified in the applicable Quote, this Agreement shall automatically renew upon expiry of the current Term. Either party may prevent such renewal by terminating the Agreement in accordance with the provisions of Clause 6.

7. Limitation of Liability

7.1 Service Credits

Where HPC fails to perform the Services at the agreed Frequency, and the Customer has fully complied with all Customer Obligations, the Customer may be eligible for a service credit, subject to HPC’s review and approval.

7.2 Uncapped Liability

Nothing in this Agreement shall exclude or restrict either party’s liability for:

• a) death or personal injury resulting from negligence;

• b) fraud or fraudulent misrepresentation; or

• c) any liability that cannot lawfully be excluded or limited under applicable law.

7.3 Scope of Responsibility

Subject to Clause 7.2, HPC shall only be responsible for losses directly arising from its performance of the Services and only in relation to:

• a) physical damage to the Customer’s property caused by the gross negligence or wilful misconduct of HPC, provided that such damage is not attributable, in whole or in part, to any act or omission of the Customer; or

• b) HPC’s failure to provide the Services in accordance with the terms of this Agreement.

7.4 Exclusion of Warranties and Financial Cap

Except as expressly stated in Clause 7.2, all warranties, representations, guarantees, conditions, and other terms implied by law are excluded to the fullest extent permitted by law. HPC’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the annual contract value or, in the case of a Job, the total value of that Job.

Under no circumstances shall HPC be liable for:

• a) any loss, damage, expense, or cost associated with the presence, recurrence, or activity of pests;

• b) loss of profits, revenue, business opportunities, anticipated savings, sales, goodwill, use, or interruption of business operations;

• c) any indirect, incidental, special, consequential, or punitive loss or damage.

7.5 Goods and Rental Equipment Liability

HPC’s obligations and liability concerning the repair or replacement of any Goods or Rental Equipment shall be governed exclusively by the relevant Schedule or applicable contractual provisions.

7.6 Complaints and Claims Notification

The Customer shall notify HPC of any dissatisfaction, complaint, or issue relating to the Services within twenty-one (21) days from the date the relevant Service, or part thereof, was performed. Upon receipt of such notification, HPC may conduct such investigations as it considers appropriate.

Any claim seeking monetary compensation must be submitted in writing to HPC at the designated notice address within twenty-one (21) days from the date the Customer first became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

To the fullest extent permitted by law, HPC shall have no liability in respect of any claim submitted outside the applicable twenty-one (21) day period.

7.7 General Exclusion

Subject always to Clauses 7.1 to 7.6 and to the extent permitted by law, HPC excludes all other liabilities, obligations, and remedies not expressly provided for under this Agreement.

8. Rights of Third Parties

8.1 Enforcement Restrictions

Unless expressly provided otherwise in this Agreement, no person who is not a party to this Agreement shall have any right to enforce any provision of this Agreement or bring any claim arising from it.

9. Assignment and Transfer

9.1 Restrictions and Consents

The Customer shall not assign, transfer, novate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of HPC, such consent not to be unreasonably withheld or delayed. HPC may assign, transfer, or novate its rights and obligations under this Agreement to any company within the HPC Group without obtaining the Customer’s consent.

10. Amendments and Updates

10.1 Variation Process

The Customer acknowledges that the terms and conditions published on HPC’s website form part of this Agreement. HPC may revise or update this Agreement by:

• a) providing the Customer with at least ninety (90) days’ prior written notice; or

• b) directing the Customer to review the updated version available on HPC’s website.

Where a proposed amendment materially affects the Services provided under this Agreement, the Customer may terminate the Agreement by giving HPC not less than thirty (30) days’ written notice, provided such notice is issued within sixty (60) days of receiving notification of the amendment.

Any amendment not covered by this Clause shall be valid only if agreed in writing and signed or otherwise approved by both parties.

12. Severability

12.1 Effect of Invalidity

If any provision of this Agreement is determined by a court or other competent authority to be unlawful, invalid, void, or unenforceable, whether in whole or in part, such provision shall be deemed severed to the extent necessary. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such determination.

13. Entire Agreement

13.1 Complete and Exclusive Terms

This Agreement constitutes the complete and exclusive agreement between the parties concerning the Services and:

• a) contains the entire understanding of the parties relating to its subject matter;

• b) replaces, supersedes, and extinguishes all prior agreements, negotiations, representations, warranties, communications, and understandings, whether written or oral, relating to the same subject matter; and

• c) takes precedence over any terms, conditions, or provisions proposed by the Customer and excludes, to the fullest extent permitted by law, any terms that may otherwise arise by statute, trade usage, custom, practice, or previous course of dealings.

13.2 Non-Reliance

Each party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, assurance, or warranty that is not expressly contained within this Agreement.

14. Personal Data Protection

14.1 Data Processing and Consent

In accordance with the Personal Data Protection Act 2010 (“PDPA”), any personal data obtained in connection with this Agreement may be collected, used, stored, disclosed, and otherwise processed for purposes including, but not limited to:

• a) administration of business operations;

• b) performance and management of contractual obligations;

• c) billing, payment collection, and financial administration;

• d) credit assessment and risk management;

• e) compliance with legal, regulatory, and statutory requirements; and

• f) customer relationship management and service improvement.

The Customer acknowledges and agrees that such personal data may be disclosed to HPC’s professional advisers, financial institutions, insurers, service providers, debt collection agencies, governmental authorities, regulators, or any other parties where such disclosure is reasonably necessary for legitimate business, operational, or legal purposes.

HPC shall take reasonable measures to safeguard personal data and process such information in accordance with applicable data protection laws. By accepting this Agreement or engaging HPC’s Services, the Customer consents to the collection, use, disclosure, and processing of personal data in accordance with HPC’s PDPA Policy.

14.2 Communication Preferences

The Customer may update communication preferences, withdraw consent for marketing communications, or unsubscribe from promotional materials by using the opt-out functionality provided through WhatsApp or any other designated communication channel.

Notwithstanding the foregoing, HPC may continue to send communications that are necessary for the administration, performance, enforcement, or fulfilment of this Agreement.

15. Intellectual Property Rights

15.1 Ownership and Retention of Rights

All Intellectual Property Rights used, developed, created, owned, or otherwise held by HPC in connection with the provision of the Services shall remain the sole and exclusive property of HPC. Nothing in this Agreement shall operate to transfer, assign, license, or otherwise grant ownership of any Intellectual Property Rights to the Customer unless expressly agreed in writing by HPC.

16. Anti-Bribery and Anti-Corruption

16.1 Representations, Warranties, and Undertakings

Each party represents, warrants, and undertakes that:

• a) neither it, nor any person acting on its behalf, has offered, promised, given, solicited, requested, or accepted any improper financial benefit or other undue advantage in connection with the negotiation, execution, or performance of this Agreement;

• b) it shall comply at all times with all applicable anti-bribery, anti-corruption, and related laws, regulations, and statutory requirements (“Relevant Requirements”), and shall take reasonable steps to ensure that its employees, agents, contractors, and representatives do likewise; and

• c) it has implemented, and shall maintain throughout the Term, appropriate policies, procedures, and internal controls designed to promote compliance with the Relevant Requirements and shall enforce such measures where necessary.

17. Force Majeure

17.1 Effect and Notice of Force Majeure

If either party is prevented from or delayed in the performance of any of its respechve obligahons (other than payment obligahons) under this Agreement by circumstances beyond its reasonable control, the affected party shall not be liable for the performance or the punctual performance of its obligahons, as applicable, for the durahon of the force majeure event. If the force majeure event conhnues for more than 30 days, either party shall be enhtled to terminate this Agreement on wrijen nohce to the other.

18. Governing Law and Jurisdiction

18.1 Choice of Law and Forum

This Agreement, together with any dispute, controversy, or claim arising out of or in connection with it, including any question regarding its existence, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the laws of Malaysia.

The parties irrevocably agree that the courts of Malaysia shall have exclusive jurisdiction to hear and determine any such dispute, controversy, or claim.

19. Definitions Relating to Goods and Rental Equipment

19.1 Specific Definitions

For the purposes of Clauses 20 and 21, the following terms shall have the meanings set out below:

• Goods means any products, materials, or items supplied and sold by HPC to the Customer pursuant to this Agreement, excluding any Rental Equipment.

• Rental Equipment means any equipment, device, product, or item provided by HPC to the Customer on a rental, loan, or temporary-use basis under this Agreement and which shall remain the sole property of HPC at all times.

• Replacement Value means the full cost of replacing the relevant Rental Equipment or any component thereof, calculated at the prevailing market price at the time the loss, destruction, or damage occurs.

20. Goods

20.1 Risk and Retention of Title

The risk of loss, theft, destruction, or damage to any Goods shall transfer to the Customer upon delivery and, where applicable, installation of the Goods at the Premises by HPC.

Notwithstanding the transfer of risk, legal and beneficial ownership of the Goods shall remain with HPC until HPC has received full payment of all amounts due in respect of the Goods in cleared funds. Until such payment is received, the Customer shall hold the Goods as bailee and fiduciary custodian for HPC.

20.2 Customer Obligations Prior to Title Transfer

Until ownership of the Goods passes to the Customer, the Customer shall:

• a) keep the Goods clearly identifiable and separate from any other products, materials, or assets belonging to the Customer or any third party;

• b) store, maintain, protect, and insure the Goods in good condition and against all reasonably foreseeable risks;

• c) immediately return the Goods to HPC upon written or verbal request by HPC; and

• d) permit HPC, its employees, agents, or authorised representatives to enter the Premises or any location where the Goods are stored for the purpose of inspecting, recovering, or removing the Goods where the Customer has failed to return them upon request.

21. Rental Equipment

21.1 Maintenance and Repairs by HPC

Subject to the Customer’s compliance with this Agreement, including all Customer Obligations and payment obligations, HPC shall maintain and repair the Rental Equipment as reasonably necessary to keep it in proper working condition throughout the rental period.

21.2 Service Fees for Billable Repairs

Where maintenance, servicing, replacement, or repairs to the Rental Equipment are required due to any act, omission, fault, misuse, or circumstance not attributable to HPC, the Customer shall pay HPC the prevailing standard hourly charges, service fees, or lump-sum amount determined by HPC at its sole discretion.

Such circumstances include, without limitation:

• a) deliberate damage, careless handling, negligence, misuse, tampering, unauthorised modification, or repair carried out by the Customer, its employees, agents, contractors, or any third party acting on its behalf; or

• b) vandalism, malicious acts, or intentional interference with the Rental Equipment.

21.3 Customer Responsibilities and Obligations

The Customer shall:

• a) provide and maintain all electrical power supplies, connections, and related infrastructure reasonably required for the proper operation and use of the Rental Equipment;

• b) be fully responsible for any loss of, destruction of, or damage to the Rental Equipment, except where HPC is expressly responsible for repairs under Clause 21.1;

• c) not sell, transfer, assign, pledge, charge, lease, sub-rent, dispose of, or otherwise part with possession or control of the Rental Equipment to any third party without HPC’s prior written consent;

• d) maintain adequate insurance coverage for the Rental Equipment at its full Replacement Value against all risks of loss, theft, destruction, or damage, excluding normal wear and tear arising from ordinary use and operation;

• e) maintain adequate insurance coverage against any liability for personal injury, death, property damage, or financial loss arising from the misuse of the Rental Equipment or from any negligent act or omission by the Customer, its employees, agents, contractors, or representatives;

• f) immediately notify any person asserting ownership, possession, security rights, or other interests in the Rental Equipment that such Rental Equipment is the sole property of HPC;

• g) comply with all applicable laws, regulations, codes, safety requirements, and manufacturer instructions relating to the possession, operation, maintenance, and use of the Rental Equipment;

• h) promptly notify HPC upon becoming aware of any loss, theft, malfunction, destruction, or damage affecting the Rental Equipment;

• i) not remove, alter, obscure, deface, or tamper with any identification markings, ownership labels, serial numbers, notices, or signs affixed to the Rental Equipment indicating HPC’s ownership;

• j) ensure that no person other than HPC or its authorised representatives carries out any removal, relocation, maintenance, repair, replacement, modification, or servicing of the Rental Equipment;

• k) permit HPC, upon reasonable notice and during normal business hours, to enter any Premises where the Rental Equipment is located for the purpose of inspection, maintenance, repair, replacement, recovery, or verification of its condition.

  Upon termination or expiry of this Agreement, the Customer shall provide HPC with unrestricted access to any Premises where the Rental Equipment is installed to enable its removal, regardless of the reason for termination. If HPC is unable to recover the Rental Equipment for any reason not attributable to HPC, the Customer shall pay HPC, upon receipt of an invoice, an amount equal to the Replacement Value of the unrecovered Rental Equipment; and

• l) acknowledge that although HPC shall exercise reasonable care when removing Rental Equipment from the Premises, HPC shall have no obligation or liability to reinstate, repair, redecorate, or restore any part of the Premises, fixtures, fittings, structures, surfaces, or associated services (including electrical installations or supply systems) to their condition prior to installation of the Rental Equipment.

21.4 Equipment Upgrades and Replacements

HPC reserves the right, at any time and at its sole discretion, to remove, upgrade, exchange, or replace any Rental Equipment where HPC considers such action necessary or appropriate. Any replacement Rental Equipment supplied by HPC shall be of an equivalent or higher standard, functionality, or performance level than the equipment being replaced.