SCHEDULE 1 GENERAL TERMS & CONDITIONS (CLIENT SERVICES)

In these General Terms & Conditions, unless the context requires otherwise:

In the Agreement, headings are for convenience only, “including” means “including without limitation”, a reference to a statute includes it as amended or re-enacted, “writing” includes email and “days” means calendar days. References to Clauses are to clauses of these General Terms & Conditions, and references to Schedules are to the schedules to the Agreement, which form part of it.

If these General Terms & Conditions conflict with any other part of the Agreement, the other part prevails to the extent of the conflict. However, no Order, purchase order or other Client document overrides these General Terms & Conditions unless it names the clause it overrides and is signed by an authorised representative of Foodie Media.

Foodie Media shall perform the Services described in each Order in accordance with the Agreement. Each Order is a separate Campaign. An Order binds the parties when the Client signs or confirms it in writing, or instructs Foodie Media to start work under it.

Foodie Media is not required to do anything outside the Scope of Work. Any change to the Scope of Work is a Variation under Clause 5.

Foodie Media shall use reasonable efforts to deliver by the dates in the Order. Those dates are estimates, and depend on the Client performing its obligations under Clause 4 and on Platform and Creator availability.

Where the Order requires the Client to approve a Deliverable before publication, Foodie Media shall submit it for approval, and the Client shall approve it or give specific written feedback within three (3) Business Days. Foodie Media shall make up to two (2) rounds of revisions to each Deliverable within the Scope of Work, unless the Order says otherwise; further revisions are Variations. A Deliverable is deemed approved if the Client does not respond within that period, or when it is published with the Client’s approval.

The Client shall notify Foodie Media in writing, with details, of any material failure of a Deliverable or the Services to conform to the Order within three (3) Business Days after delivery or publication. If it does not, the Deliverable and the Services are deemed accepted. Foodie Media’s only obligation for a notified failure is set out in Clause 10.3.

Unless the Agreement is terminated under Clause 7.5 or 7.6, expiry or termination of the Agreement does not end an accepted Order, which continues on these General Terms & Conditions until it is completed or cancelled under Clause 7.4, and the Term continues in respect of it until then.

Foodie Media shall perform the Services with reasonable skill and care, in accordance with good industry practice and Applicable Law.

Foodie Media may engage Creators as independent contractors. Creators exercise their own creative and editorial judgement within the brief, and the Client shall deal with them only through Foodie Media. If a Creator becomes unavailable or unsuitable, Foodie Media may substitute a Creator of comparable profile and shall tell the Client promptly.

Foodie Media is not liable for any cost above the Fees in the Order, including the cost of replacing a Creator, speaker or other talent, unless it has approved that cost in writing beforehand.

Foodie Media may use members of the Foodie Media Group and subcontractors to perform the Services, and remains responsible for them as if they were its own.

Foodie Media shall give the Client a report only if the Order provides for one, in the form and by the date it states. Reports are based on data from Platforms and other third parties and are provided for information only.

The Services depend on Platforms. Foodie Media is not responsible for any act or omission of a Platform or other third party, including outages, algorithm or policy changes, account restrictions or the removal of content.

The Client shall appoint a representative with authority to give instructions and approvals, give Foodie Media the briefs, Client Materials, access, information and approvals it reasonably requires in time to meet the dates in the Order, ensure that all information it gives is accurate and complete, and pay the Fees in accordance with Clause 6.

If the Client’s delay or failure prevents Foodie Media from meeting a date, the date is extended by the period of the delay, Foodie Media may reschedule the affected Services (subject to Platform and Creator availability) and may charge the reasonable additional costs the delay causes. The Fees remain payable.

The Client is solely responsible for its products, services, offers and claims, and for ensuring that the Client Materials and every claim in them are true, substantiated and lawful, including any halal, food safety, health or other certification, approval or licence required. On request, the Client shall give Foodie Media evidence supporting any claim before publication. Foodie Media does not verify them.

The Client confirms that it owns or is licensed to supply the Client Materials for the Services, and that they and their use as contemplated by the Agreement will not infringe the rights of any person or breach Applicable Law.

The Client shall not commit Foodie Media to any cost, or agree any change or additional work with a Creator, without Foodie Media’s prior written approval.

If the Client contracts as agent for an advertiser or any other person, it contracts as principal and is liable for the Fees and its other obligations as if it were that person. The Client confirms that it has authority to bind that person, and its obligation to pay is not conditional on payment by that person or anyone else.

Either party may request a Variation by written notice. Within seven (7) days, Foodie Media shall tell the Client whether it can carry out the Variation and the change to the Fees and timing. A Variation binds Foodie Media only when it confirms it in writing, after which the additional Fees are payable under Schedule 2 or on invoice.

Foodie Media is not obliged to carry out work outside the Scope of Work. Work done at the Client’s instruction before a Variation is confirmed is chargeable at Foodie Media’s then-current rates.

If a Variation omits part of the Services, Clause 7.4 applies to the omitted part.

The Client shall pay the Fees in accordance with Schedule 2, each Order and this Clause 6. Unless Schedule 2 or the Order states that a cost is included, expenses, third-party costs, Creator usage extensions and paid media spend are additional, and are payable at cost where the Client has approved them in writing beforehand.

Foodie Media may invoice as Schedule 2 or the Order provides, including in advance, on confirmation or by instalments. The Client shall pay each invoice in full within thirty (30) days from the date of the invoice, unless Schedule 2 or the Order states a different period, by the method stated on the invoice, without set-off, deduction or counterclaim. Where Applicable Law requires, Foodie Media shall issue invoices as e-invoices through the MyInvois system, and the Client shall promptly give it the details needed to do so.

Overdue sums shall bear interest at the rate of twelve per cent (12%) per annum, calculated on a daily basis from the due date until payment in full. Foodie Media may suspend the Services (including by holding back publication) until all overdue sums are paid, and may recover its reasonable costs of collection.

If the Client disputes an invoice in good faith, it shall give Foodie Media written reasons within three (3) Business Days from the date of the invoice and pay the undisputed part by the due date. An invoice that is not disputed within that period is deemed accepted.

Unless Schedule 2 states otherwise, the Fees are exclusive of SST, which the Client shall pay where Applicable Law requires. The Client shall make all payments without deduction or withholding unless Applicable Law requires it, in which case it shall pay the additional amount needed for Foodie Media to receive the full Fees and give Foodie Media the withholding tax receipt. The Client shall bear all bank, transfer and currency conversion charges.

Fees are payable in the currency stated in Schedule 2 or the Order or, if none is stated, in Ringgit Malaysia. Except as Clause 7.4 provides, Fees paid are non-refundable.

The Agreement starts on the Commencement Date and continues for the Term (and any Extended Term) unless terminated earlier under this Clause 7.

Either party may terminate the Agreement at any time without cause by giving thirty (30) days prior written notice.

Foodie Media may suspend all or part of the Services by written notice if the Client fails to pay any sum when due or breaches the Agreement, or if Foodie Media reasonably considers that continuing would breach Applicable Law or Platform rules or put a Creator or the Foodie Media Group at risk. Suspension does not relieve the Client of its payment obligations, and affected dates shall be extended.

The Client may cancel an Order, or part of one, by written notice. If the Client cancels after Foodie Media has started work, the Client shall pay the higher of:

together with all costs that Foodie Media or the Creators have incurred or committed for the Order and cannot recover (including Creator, production, venue and media costs). Fees paid in advance are applied against these sums, and any excess is refunded within thirty (30) days

Foodie Media may terminate the Agreement, or any Order, by written notice with immediate effect if the Client:

Either party may terminate the Agreement by written notice if the other party breaches the Agreement and, where the breach can be remedied, does not remedy it within fourteen (14) days of notice specifying it.

If Foodie Media terminates under Clause 7.5 or 7.6, all sums due to it become immediately payable and Clause 7.4 applies to every Order then in progress. If the Client terminates under Clause 7.6 for Foodie Media’s uncured breach, the Client shall pay for Services properly performed up to termination, and Foodie Media shall refund any Fees paid in advance for Services not performed within thirty (30) days.

Expiry or termination does not affect rights and remedies accrued before it. Clauses 6, 7.4, 7.7 to 7.8, 8, 11, 12, 15 and 16, and any other provision intended to survive, continue after expiry or termination.

As between the parties, Foodie Media, the Foodie Media Group and the Creators (or their licensors) own all Intellectual Property in the Deliverables, in their accounts, pages, audiences, formats, templates, data and know-how, and in all content published on their channels. Nothing in the Agreement transfers ownership of any of it to the Client, unless an Order expressly provides for an assignment, which takes effect only on payment of the Fees in full.

Subject to payment of the Fees in full and compliance with the Agreement, Foodie Media grants the Client a non-exclusive, non-transferable, non-sublicensable licence, during the Term only, to use the Deliverables on the Client’s own channels and for the purposes, media and territory stated in the Order or, if none are stated, for the Client’s own organic (unpaid) marketing on its own social media and website channels. The licence is subject to any limits on Creator content and third-party materials that Foodie Media notifies to the Client.

The licence does not include paid amplification (such as boosting, whitelisting, partnership ads or any paid advertising using a Creator’s name, image, voice or handle), use in broadcast, print or out-of-home media, or any other use of a Creator’s name, image or voice, unless the Order says so. Any such use needs Foodie Media’s prior written agreement, additional Fees and the Creator’s consent.

The licence ends automatically when the Term ends (or earlier if the Order sets a shorter period). The Client shall then stop using the Deliverables and remove them from its channels within seven (7) days, and may keep a copy for its own records only. Content published on the channels of the Foodie Media Group or the Creators may remain online and in their archives.

The Client grants the Foodie Media Group and the Creators a non-exclusive, worldwide, royalty-free licence to use the Client Materials (including the Client’s names, logos, trade marks and product images) to perform the Services. Foodie Media may also identify the Client as a client, and show published Deliverables and non-confidential Campaign results, in its portfolio, credentials and marketing, in any media.

The Client is solely responsible for any Deliverable that it modifies, edits, reposts or uses outside the licence in this Clause 8, and for any use of a Deliverable by a third party that obtained it from the Client. Foodie Media has no liability for any of them.

If anyone alleges that a Deliverable infringes its rights, Foodie Media may modify, replace or withdraw the Deliverable, and shall refund the Fees paid for it if it is withdrawn. That is Foodie Media’s only obligation for the allegation.

The Foodie Media Group and the Creators keep editorial control over content published on their channels. Foodie Media may refuse to produce, amend, hold back or remove any content or Client Materials, without liability, if it reasonably considers that they are or may be unlawful, misleading, infringing, contrary to Platform rules, offensive, or likely to harm the reputation or audience trust of the Foodie Media Group or a Creator. Foodie Media shall tell the Client where practicable, and the Fees for work done remain payable.

Foodie Media shall ensure that sponsored content it publishes is identified as such, as Applicable Law and Platform rules require, and the Client shall not require otherwise.

The Client may ask Foodie Media in writing to amend or remove published content. Foodie Media shall use reasonable efforts to do so within two (2) Business Days, subject to Platform and Creator cooperation, but is not responsible for copies, reposts or archives held by others. The Fees remain payable, and no refund is due for content removed at the Client’s request.

Foodie Media is not required to keep content online after the period stated in the Order, but content that remains online is subject to Clause 8.4.

Except for the standard in Clause 3.1, all warranties, conditions and representations about the Services and the Deliverables, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

In particular, Foodie Media gives no guarantee or warranty as to reach, impressions, views, engagement, followers, clicks, conversions, sales, rankings, audience demographics or any other result. Any figure in a proposal, quotation or media kit is an estimate only.

If the Client notifies a failure within the period in Clause 2.5, Foodie Media shall, at its option, correct or re-perform the affected part within a reasonable time or refund the Fees for it. This is the Client’s sole remedy for that failure.

Each party warrants to the other that, as at the Commencement Date, it (if a body corporate) is validly existing under the laws of its place of incorporation, has full power and authority to enter into and perform the Agreement, and that doing so does not breach its constitutional documents, Applicable Law or any agreement binding on it.

The Client shall indemnify Foodie Media, each other member of the Foodie Media Group, the Creators and their respective directors, officers and employees against all losses, liabilities, damages, penalties, costs and expenses (including legal fees on a solicitor-and-client basis) arising from any claim, proceeding, regulatory action or penalty brought or imposed by any person (including any Governmental Authority) to the extent it arises out of or in connection with:

Foodie Media is liable to the Client only for loss or damage caused by its breach of the Agreement or its negligence, and only as this Clause 11 allows.

Subject to Clause 11.5, Foodie Media’s total liability to the Client under or in connection with an Order, whether in contract, tort (including negligence) or otherwise, is limited to the Fees paid for that Order. The limit applies to each Order separately and is not cumulative across Orders.

Subject to Clause 11.5, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, sales, goodwill, data or anticipated savings. This does not limit the Client’s obligation to pay the Fees and other sums due under the Agreement.

Nothing in the Agreement limits or excludes either party’s liability for death or personal injury, for fraud or wilful default, or for any liability that cannot be limited or excluded by law. In addition, Clauses 11.3 and 11.4 do not limit the Client’s liability under Clause 11.1, for breach of Clause 8 or 12, or for payment of the Fees.

Foodie Media is not liable for any act or omission of a Platform, or for any reposting, republication or use of a Deliverable by the Client or any third party.

The Client shall not bring any claim in connection with the Agreement against any other member of the Foodie Media Group, any Creator, or any of their directors, officers or employees.

Each party shall keep the other’s Confidential Information confidential, use it only to perform or receive the Services, protect it with at least reasonable care and copy it only as necessary. It shall not disclose it to anyone other than its personnel, Creators, subcontractors and advisers who need to know it and are bound by equivalent obligations, except with the other’s prior written consent or as required by Applicable Law or a Governmental Authority (in which case it shall, where lawful, notify the other promptly and disclose only what is required).

Clause 12.1 does not apply to information that the receiving party can show is or becomes public other than through its breach, was lawfully held by it free of any obligation of confidence before receipt, was lawfully received from a third party free of any obligation of confidence, or was developed independently without using Confidential Information.

On request and when the Agreement ends, each party shall promptly return or destroy the other’s Confidential Information and copies, except to the extent Applicable Law requires it to keep a copy or it is held in routine backups or archives, which remain subject to this Clause 12.

The Client acknowledges that Foodie Media Berhad is listed on Bursa Malaysia and that Confidential Information may include material non-public information about the Foodie Media Group. The Client shall not, and shall ensure that its personnel do not, deal in the securities of Foodie Media Berhad while in possession of such information, or pass it to anyone who might do so, in contravention of Applicable Law (including the Capital Markets and Services Act 2007).

Each party is liable for any breach of this Clause 12 by those to whom it discloses the other’s Confidential Information. This Clause 12 continues after expiry or termination for as long as the information remains confidential.

The Client shall comply, and shall ensure that its personnel and subcontractors comply, with the Privacy Policy when handling any personal data in connection with the Services and with the Anti-Bribery Policy in connection with the Agreement.

Neither party is liable for delay or failure in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control that it could not have prevented or avoided by due diligence (a “Force Majeure Event”), such as natural disaster, fire, flood, severe weather, epidemic, war, terrorism, riot, power or telecommunications failure, an order of an authority, or an outage, suspension or restriction of a Platform.

A labour dispute involving the affected party’s own personnel or subcontractors, lack of funds, and compliance with any law in force at the date of the Agreement are not Force Majeure Events.

The affected party shall promptly notify the other, use reasonable efforts to limit and end the effect of the Force Majeure Event, and resume full performance as soon as it ends. Foodie Media may reschedule any affected Services.

If a Force Majeure Event continues for three (3) months after notice, either party may terminate the affected Order by written notice, and Clause 7.4 applies.

The Agreement, and any dispute, claim or difference arising out of or in connection with it (a “Dispute”), are governed by the laws of Malaysia.

If a Dispute arises, either party may give the other written notice describing it, and the parties shall try in good faith to settle it by negotiation between their senior representatives within fourteen (14) days of that notice.

If the Dispute is not settled within that period, either party may bring proceedings in the courts of Malaysia, which have exclusive jurisdiction over the Dispute, and each party irrevocably submits to their jurisdiction.

Nothing in this Clause 15 prevents a party from seeking urgent injunctive or other interim relief (including to protect Intellectual Property or Confidential Information) from any court of competent jurisdiction at any time.

Pending resolution of a Dispute, each party shall continue to perform its obligations under the Agreement, except that Foodie Media may exercise its rights under Clause 7.3, and the Client shall pay all amounts not disputed in good faith when due.

Foodie Media may assign, novate or transfer any of its rights or obligations under the Agreement to any member of the Foodie Media Group or a successor to the relevant business on written notice. The Client may not assign, transfer or otherwise dispose of any of its rights or obligations without Foodie Media’s prior written consent. The Agreement binds the parties’ successors and permitted assigns.

Foodie Media Berhad enters into the Agreement for itself and as agent for each other member of the Foodie Media Group, so that each of them may rely on and enforce it. Only the Foodie Media named in the Agreement owes any obligation or liability to the Client, and it may recover any loss suffered by a member of the Foodie Media Group as if it had suffered it.

Notices must be in writing in English and sent to the following address (Foodie Media) or to the address as stated in the Agreement (Client)(or any other address notified in writing). A notice is deemed given when delivered, if delivered by hand; on the fifth (5th) Business Day after dispatch, if sent by courier or registered post; or when sent, if sent by email (or on the next Business Day, if sent after 5.00 pm or on a day that is not a Business Day), unless the sender receives an automated delivery-failure message.

The Agreement is the entire agreement between the parties on its subject matter and supersedes all earlier discussions and arrangements. No terms of the Client (including in any purchase order, brief or website) apply, and neither party may rely on any statement not set out in the Agreement. The Agreement may be amended only in writing signed by authorised representatives of both parties. A statement by any member of the Foodie Media Group or its personnel, including by email or messaging, does not amend the Agreement, approve any cost or accept any liability beyond the Agreement unless it is in a document that refers to this Clause and is signed by an authorised representative of Foodie Media.

No failure or delay in exercising a right or remedy operates as a waiver of it, and no single or partial exercise precludes further exercise. A waiver is effective only if in writing. Rights and remedies under the Agreement are cumulative and in addition to those provided by law.

Foodie Media is an independent contractor, as are the Creators. Nothing in the Agreement creates a partnership, agency, joint venture or employment relationship between the Client and Foodie Media or any Creator, and the Client has no authority to bind any of them.

During the Term and for twelve (12) months after the Agreement ends, the Client shall not, without Foodie Media’s prior written consent, directly or indirectly engage, or solicit or entice away, any Creator whom Foodie Media introduced to it or engaged for its Campaigns, for services of the kind covered by the Agreement otherwise than through Foodie Media, or solicit any person who is, or in the preceding six (6) months was, employed or engaged by a member of the Foodie Media Group and involved in the Services. General recruitment advertising not targeted at such persons is not a breach of this Clause.

Each party bears its own costs of negotiating, preparing and signing the Agreement. The Client shall bear any stamp duty payable on the Agreement.

If any provision of the Agreement is found invalid, illegal or unenforceable, it is severed and the rest of the Agreement continues in force; the parties shall negotiate in good faith a valid replacement that most closely achieves the same effect.

The Agreement is in English, which prevails over any translation. It may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.