WHY GO TO THE LIBRARY WHEN THE LIBRARY CAN COME TO YOU

Terms of Subscription

PricewaterhouseCoopers eTax .com Sdn Bhd (Company Registration no 512898V), a Malaysian Company whose registered address is at Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur Sentral, P O Box 10192, 50706 Kuala Lumpur (eTax), owns and has all rights, title and interest to all assets and intellectual property rights forming part of or arising from eTax Virtual Library at www.etax.com.my. (eTax VL)

1. LICENCE AND PERMITTED USE

1.1 Subject to clause 1.3, upon the application for subscription being accepted by eTax, you or your corporation, entity or organisation (Subscriber) agree and acknowledge that Subscriber shall be deemed to have accepted all the terms and conditions of this agreement. This agreement shall only come into operation on the date eTax accepts Subscriber’s registration, written notice enclosing the user ID and password to eTax VL will be sent to Subscriber by email (Commencement Date).

1.2 Subscribers must specify the names, NRIC or passport number and positions of Subscriber’s employees or officers which Subscriber has selected to have access to eTax VL. Names must be 'real': that is, aliases must not be used. These employees and officers will be referred to as Subscriber Users. eTax may, in its absolute discretion, restrict the number of Subscriber Users authorised to have access to eTax VL, and the number of Subscriber Users initially nominated by Subscriber must not be increased (although the identity of these persons may be changed at Subscriber's written request) unless eTax otherwise agrees in writing.

1.3 eTax shall have the absolute discretion to accept or reject written application for registration. In determining whether to accept or reject applications, eTax shall have the right to request from Subscriber such additional information as it deems necessary including but not limited to company letterhead or other forms of identification.

1.4 Subject to clause 2.1 below, eTax grants Subscriber a non-exclusive, non-transferable licence (Licence) to access and use eTax VL for Subscriber’s internal business purposes and not for any other purpose, on the terms of this agreement.

1.5 Unless stated otherwise in relation to any material in any particular subject matter area of eTax VL (in which case the restrictions there stated will apply to that material), Subscriber may reproduce in print, for Subscriber's internal use, a reasonable number of print copies of material from eTax VL downloaded by Subscriber Users as referred to in clause 4 (Permitted Use). Subscriber must not make reproductions or distributions of eTax VL material on a systematic basis or in a manner inconsistent with normal internal business use, or provide copies to third parties or in any way commercially exploit eTax VL. All reproduced material must include accreditation of eTax as the source of that material.

2. TERM AND LICENCE FEE

2.1 This agreement and the Licence shall come into operation on the Commencement Date if eTax has agreed to allow access to eTax VL. The Licence shall, subject to clause 2.3, run for an initial period of twelve months from the Commencement Date. The Licence will then continue for successive periods of twelve months unless terminated in accordance with this agreement.

2.2 Concurrent with the submission of application for subscription, Subscriber will pay eTax the current fee (Licence Fee) as notified in the pricing information at the web site at www.etax.com.my (web site), failing which the application for registration will be rejected at the absolute discretion of eTax. If the application for registration is rejected by eTax for any reason whatsoever, eTax shall refund to Subscriber, the Licence Fee paid within fourteen (14) days of Subscriber being notified of the rejection of the application. Once eTax has accepted Subscriber’s registration and received the monies for the Licence Fee, eTax will forward to Suscriber a User ID and Password.

2.3 The Licence Fee payable, in advance, by the Subscriber for the Licence for the first twelve months commencing from the Commencement Date will be as determined by eTax and stated at the web site. The Licence Fee payable by the Subscriber in each subsequent twelve (12) months will be as determined by eTax and stated at this web site, or notified to Subscriber, not less than forty five (45) days prior to the First Renewal Period (hereinafter defined) or the anniversary of the First Renewal Period. The Licence Fee will be payable:-

(a) together with the Subscriber’s submission of its application for registration with eTax VL for the first twelve (12) months; and

(b) on the expiry of the twelfth month from the Commencement Date (First Renewal Period) and thereafter on the anniversary of the First Renewal Period (Refer clause 9(d) below).

3. SUBSCRIBER USERS AND CONDITIONS OF ACCESS

3.1 Each Subscriber User is allowed to assign a preferred password for each User ID allocated by eTax. Each password shall only be used by and is personal to the appointed Subscriber User and such password is not transferable. If any Subscriber User ceases to be an employee or director of Subscriber, or ceases to be authorised by Subscriber to use or access eTax VL, Subscriber must notify eTax within seven (7) days thereof and eTax shall be entitled to disable the User ID and Password allocated to that Subscriber User with immediate effect. Subscriber may request, in writing, for replacement (i.e. following change of personnel). Subject to eTax prior written agreement and Subscriber’s compliance with this agreement, eTax will issue new User ID and Password to the replacement Subscriber Users.

3.2 Subscriber shall ensure and shall procure Subscriber Users to ensure that passwords are kept secured and for the sole use of each Subscriber User. Subscriber shall also take all reasonable steps and procure Subscriber Users to take all reasonable steps to prevent any unauthorised usage of each Subscriber User's password and/or unauthorised access to eTax VL. Subscriber shall immediately notify eTax of any unauthorised usage of Subscriber User’s password and/or unauthorised access to eTax VL and shall be solely responsible for any loss or damages arising therefrom or in connection therewith.

3.3 Subscriber acknowledges that it fully understands the terms of this Agreement and shall ensure that each Subscriber User has read the terms of this agreement prior to each Subscriber User accessing the eTax VL site. Subscriber must comply, and shall procure that each Subscriber User complies, with warnings, notices and instructions presented in any part of eTax VL, and any other rules and restrictions presented in various areas of eTax VL in relation to access to and use of these areas. Subscriber shall be solely responsible for all acts and omissions of each Subscriber User nominated by Subscriber

3.4 The Subscriber further agrees not to use and shall procure Subscriber User not to use eTax VL to:-

(a) upload, post or otherwise transmit any content which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, fraudulent, misleading, deceptive, invasion of privacy, hateful or racially, ethnically or otherwise objectionable, or which contains any links to any universal resource locators (URL) or web links;

(b) forge header or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through eTax VL;

(c) upload, post or otherwise transmit any content that Subscriber or Subscriber User does not have the right or permission to transmit under any law of any jurisdiction, or under any contractual or fiduciary relationships (including confidential information learned or disclosed as part of employment or under non-disclosure agreements);

(d) upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, industrial design, copyright or other proprietary rights of any party;

(e) upload, post or otherwise transmit any material that contains software viruses or any other computer codes, files or programs designed to or will cause the interruption, destruction, disable or limit the functionality of any computer software or hardware or communications equipment;

(f) interfere with or disrupt eTax VL or servers or networks connected to the eTax VL, or disobey any requirements, procedures, policies or regulations, issued from time to time, in relation to the networks connected to eTax VL; and

(g) intentionally or unintentionally violate or permit the violation whether by Subscriber or Subscriber User of any applicable local, state or national law, rules, orders, decree, guidelines and regulations.

3.5 Subscriber acknowledges that eTax may collect personal data in relation to and from Subscriber Users which may be processed by eTax. Subscriber agrees to procure that each Subscriber User using eTax VL consents to the collection and processing of such data.

3.6 Except as permitted in this agreement, Subscriber agrees not to reproduce, distribute, transmit, publish or otherwise transfer, or commercially exploit, any material (including application programs or information) received or accessed through eTax VL (eTax VL Material).

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Subscriber agrees that all rights, title and interest to all assets and intellectual property rights forming part of or arising from eTax VL shall always remain with eTax. Unless otherwise stated, nothing herein shall confer on Subscriber or Subscriber User any rights, title or interest in those assets or intellectual property or any third party intellectual property rights and Subscriber or Subscriber User shall not take any steps to assert any proprietary rights to the assets and intellectual property forming part of or arising from eTax VL or any third party intellectual property rights.

4.2 Except as expressly allowed as Permitted Use, or expressly stated as permitted in any particular area of eTax VL or another web site linked to eTax VL or by applicable copyright law, Subscriber and Subscriber Users shall not make any copies or derivatives or modify or communicate or publish any eTax VL Material without the prior written consent of eTax. Software or tools downloaded or otherwise available through access to or use of the eTax VL shall not be reversed, engineered or otherwise tampered with, unless specifically authorised by eTax, in writing, or expressly permitted by law.

5. DISCLAIMER AND THIRD PARTY CONTENT AND INFORMATION

5.1 Subscriber acknowledges and agrees that:

(a) eTax VL Material and related services to eTax VL (including without limitation general information in relation to international tax and other issues, and/or any on-line communications between Subscriber or Subscriber Users and/or any eTax partners) are not intended to constitute professional advice or to be a substitute for professional advice;

(b) eTax is unable to verify, check or control any material made available by any third party on or through eTax VL.

It is not intended that Subscriber and Subscriber Users should rely on any material referred to in paragraph 5.1 (a) or 5.1 (b) above in relation to any business decisions or otherwise. Subscriber agrees that it and Subscriber Users will not rely on the same and that Subscriber will not hold eTax responsible nor liable for any result foreseeable or unforeseeable of any actions Subscriber may take based on such content and/or services.

5.2 Subscriber acknowledges and agrees that:

(a) some conclusions and matters addressed in the subject areas accessible through eTax VL may be subject to opinion and judgement and/or non-specific analysis; and

(b) that independent professional judgement, analysis and advice must be applied to any use of eTax VL and its related services.

Subscriber acknowledges and agrees on Subscriber’s own behalf and on behalf of each Subscriber User that neither availability of nor making available of eTax VL or any related content constitutes the rendering of any tax, legal, accounting, auditing or other professional services or advice.

5.3 eTax VL Material may from time to time include certain information received or compiled by eTax from third-party sources (Third Party Information), inclusion of which in eTax VL depends on eTax's continuing satisfactory arrangements with such third parties. Subscriber agrees that eTax may, at its sole option: (a) discontinue the inclusion of any or all of the Third Party Information: (b) substitute new Third Party Information for any or all of the currently offered Third Party Information; or (c) add new Third Party Information to any currently offered Third Party Information. All restrictions on use, limitations of liability, and indemnities agreed by Subscriber under this agreement on Subscriber’s own behalf and on behalf of each Subscriber User endure to the benefit of providers of Third Party Information as third party beneficiaries as though each third party was a party to this agreement and Subscriber agreed such provisions directly with that third party. Certain Third Party Information may be subject to particular restrictions as to use, storage or otherwise and these restrictions will be notified on the eTax VL site in relation to that Third Party Information and apply to that Third Party Information as though those restrictions were a term of this agreement.

5.4 Subscriber acknowledges that any third party sites linked to eTax VL by way of hypertext link may be developed by third parties over whom eTax has no control. eTax does not assume responsibility for any such site. eTax does not warrant accuracy, completeness, legality, reliability or other character of any third-party service, advice, information or other content available through eTax VL, including but not only those originating from other users of eTax VL and Third Party Information.

6. eTax’S WARRANTY AND LIABILITY

6.1 eTax warrants that it has the right to grant the Licence.

6.2 Except as expressly stated in this clause 6 and to the extent permitted by law, eTax shall not be responsible nor liable to Subscriber, Subscriber User or any third party claiming through Subscriber or Subscriber User for any loss, damages or expenses arising out of or in connection with:-

(i) the use of eTax VL or reliance upon eTax VL Material in any way;

(ii) the provision or purported provision or failure to provision of eTax VL including but not limited to any interruptions, suspension or termination of eTax VL for any reason whatsoever (other than a breach by eTax VL) whether or not it is within eTax’s control, including but not limited to software viruses sabotage, the failure on the part of the internet service provider, power failure, transponders, signalling processes and uplink equipment, eTax VL, acts of God, emergencies, military operations, civil disorder, industrial disputes, floods, lightning, thunderstorms, fire, acts or regulations by the Government (including the withdrawal of consents, permits or licenses) or failure, termination or cessation of third parties providing services included in eTax VL (if any) and any other force majeure reasons

(iii) any unauthorised or unlawful access to or use of eTax VL; or

(iv) any alterations of Subscribert or Subscriber User’s transmissions or data; or

(v) any other matter related to or in connection with eTax VL.

6.3 In no event will eTax be liable to Subscriber for loss of profits, business, special, exemplary, indirect, consequential or punitive damages of any kind for any reason, including but not limited to the breach of this Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence and strict liability) or otherwise, even if eTax has been advised of the possibility of such damages. The essential purpose of this clause is to limit the potential liability of eTax arising out of this Agreement.

6.4 Except as expressly set out in this Agreement and to the extent permitted by law, all representations, conditions and warranties (whether express or implied, statutory or otherwise) including but not limited to any implied warranty of merchantability, implied warranty of fitness for a particular purpose, implied warranty of non-infringement and implied warranty arising out of the course of dealing, customer or usage of trade with respect to eTax VL provided by e Tax are expressly negatived and excluded.

6.5 eTax VL is provided solely for Subscriber’s benefit and use in accordance with the terms of this agreement. eTax accepts no liability or responsibility to any third party who benefits from or gains access to eTax VL as a result of any breach by Subscriber or any Subscriber User of any of Subscriber’s obligations under this agreement. Subscriber agrees to indemnify eTax against any liabilities, losses, expenses or other costs eTax or eTax related entities or their respective directors, partners and employees incur in connection with any claims by such third parties against eTax or eTax related entities or their respective directors, partners and employees.

6.6 Subscriber agrees to indemnify eTax, eTax related entities and their respective directors, partners and employees against any liabilities, losses, expenses or other costs (including, but not limited to, legal fees) arising out of or relating to any breach of this agreement by Subscriber or any Subscriber User, or arising out of or relating to any actionable, misleading or incorrect information communicated by Subscriber or (to the extent permitted by law) any use of or reliance by Subscriber or any Subscriber User of eTax VL Material.

7. SUBSCRIBER’S WARRANTIES

7.1 The Subscriber hereby represents and warrants to eTax that:-

(i) Subscriber has complied with the relevant laws and has the power or corporate authority to enter into this Agreement and perform its obligations herein;

(ii) all information provided and required to be provided by Subscriber from time to time is true, valid and accurate and is not misleading or deceptive in any material respect;

(iii) Subscriber has the full right to disclose all information required to be provided by eTax from time to time without breaching any duty of confidentiality or any written laws;

(iv) Subscriber undertakes at all times to exercise its own judgment and skill in any tax computation using eTax VL and Subscriber shall be solely liable for all computations, transactions, recommendations, quotations or comments made or actions taken;

(v) Subscriber has not relied on any representation made by eTax which has not been stated expressly in this Agreement;

(vi) Subscriber will immediately notify eTax of any change in any or all information provided by Subscriber, including but not limited to unauthorised use of password or use of eTax VL or any fraud against eTax; and

(vii) Subscriber will immediately notify eTax in the event Subscriber is unable to perform its obligations for whatever reason and to do all things to mitigate its effect.

7.2 The obligation of Subscriber shall be a continuing obligation and shall be repeated daily throughout the duration of this Agreement.

7.3 Subscriber warrants that:-

(a) Subscriber has read and understood the Terms for Subscription for eTax Virtual Library prior to registering for eTax VL; and

(b) the signatory in the Application for Subscription to eTax Virtual Library has the authority to accept on behalf of and/or contractually commit Subscriber to the terms of this agreement,

Further, Subscriber agrees that this agreement shall also apply and bind Subscriber in relation to access by each subsequent person applying for registration as Subscriber User of the Subscriber.

8. CONFIDENTIALITY

8.1 Subscriber shall keep confidential and procure Subscriber User to keep confidential all information, including those pertaining to the eTax VL, eTax VL Material and Subscriber User passwords, which it has received or obtained in the course of using eTax VL or in connection with this Agreement. Such confidential information shall not be used, copied, reproduced, distributed or disclosed by Subscriber for any purpose except in accordance with clause 1.5 Subscriber shall ensure that Subscriber Users are subject to and maintains the confidentiality obligation under this Agreement.

8.2 The obligations of both Parties in this Clause 8 shall survive termination or expiry of this Agreement.

9. SUSPENSION AND TERMINATION

9.1 eTax may, without terminating, this agreement suspend provision of eTax VL or any eTax VL Material to Subscriber and any Subscriber User in whole or in part until further notice with immediate effect:

(a) to maintain or improve eTax VL;

(b) to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority;

(c) if eTax has reasonable cause to believe that eTax VL is being used by Subscriber or any Subscriber User fraudulently, or in such a way as to constitute a breach of provisions of this agreement; or

(d) if Subscriber fails to pay the Licence Fee as it falls due (Refer clause 2.3 above).

9.2 Notwithstanding clause 9.1, eTax may terminate this agreement immediately upon written notice:

(a) if Subcriber or any Subscriber User breaches any term of this agreement;

(b) if eTax has reasonable cause to believe that eTax VL is being used by Subscriber or any Subscriber User fraudulently, or in such a way as to constitute a breach of provisions of this agreement;

(d) if, for any reason whatsoever, Government, government department or agencies or any other regulating bodies prohibits or restricts the provision of eTax VL or requires eTax to cease provisioning eTax VL;

(e) an order is made or an effective resolution is passed for the reconstruction and amalgamation of Subscriber or otherwise under Section 176 of the Companies Act 1965 or any other similar action or proceeding under any other law;

(f) an order is made or an effective resolution is passed for winding up or dissolution of Subscriber;

(g) a receiver, receiver and manager, official manager, provisional liquidator, liquidator, or like official is appointed over the whole or a substantial part of the undertaking and property of Subscriber;

(h) a holder of an encumbrance takes possession of the whole or any substantial part of the undertaking and property of Subscriber;

(i) if in the reasonable opinion of eTax, any of the events in paragraph 9.2 (a) to 9.2 (e) appears likely.

and such termination shall be without prejudice to eTax’s rights and remedies under law.

9.3 eTax may discontinue or revise any or all aspects of eTax VL at its sole discretion and without prior notice.

9.4 Notwithstanding clause 9.2, either party may terminate this agreement at any time by written notice to the other party. If Subscriber terminates the agreement pursuant to this clause, Subscriber will not be entitled to a refund of the Licence Fee in whole or in part. If eTax terminates the agreement pursuant to this clause, Subscriber will be entitled to a refund of the unexpired portion of the Licence Fee.

9.5 If this agreement is terminated, eTax will be entitled to disable all Subscriber Users' ID and Password and so deny Subscriber and all Subscriber Users access to eTax VL.

9.6 The termination or expiry of this agreement, in whole or in part, does not operate as a waiver of any breach by Subscriber of any of its obligations herein and is without prejudice to any rights, liabilities or obligations of eTax which have accrued up to the date of termination or expiry including the right of indemnity.

10. GENERAL

10.1 eTax may transfer its rights and obligations under this agreement to any entity capable of performing obligations otherwise assumed by eTax under this agreement. Subscriber's right to access eTax VL is not transferable.

10.2 No delay by either party in enforcing any of the terms or conditions of this agreement will affect or restrict the other party's rights and powers arising under this agreement. No waiver of any term or condition of this agreement will be effective unless made in writing and notified to Subscriber by eTax. Any amendments to this agreement will not be effective unless agreed in writing and signed by e Tax.

10.3 Neither party to this agreement will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control (except for the provisions relating to payment hereunder). Such circumstances include, but are not limited to, emergencies, war, military operation, rebellion, civil disorder or commotion, strikes, lockouts and industrial disputes, fire, explosion, acts of God, flood, lightning, thunderstorm, drought or bad weather, or requisitioning or other act or order by any government department, council or other publicly constituted body.

10.4 This agreement forms the entire agreement between the parties relating to eTax VL and replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.

10.5 If any provision of this agreement is determined to be invalid or unenforceable, in whole or in part, remaining provisions will continue in full force and effect as if this agreement had been executed without the invalid provision.

10.6 Time wherever referred to in this Agreement shall be of the essence.

10.7 The stamp duty of this Agreement shall be borne by the Subscriber.

10.8 Neither party shall hold itself out to be the principal or agent of the other party for any purpose and under any circumstances. Nothing herein contained shall create or imply a partnership between eTax and Subscriber or Subscriber User.

10.9 Headings do not form part of this agreement.

10.10 This agreement is governed by and will be construed in accordance with the laws of Malaysia and the parties submit to jurisdiction of courts of Malaysia.