Last Updated: 28 September 2023
These Terms and Conditions (“T&Cs“) constitute a legally binding agreement between you and Vidola Titans Sdn. Bhd. (Company Registration No.: 202201045311 (1491009-K)) (“VTSB”) governing your use of VTSB’s Platform. VTSB’s website (www.vidolacorp.com) and mobile application, VIDOLA App (“VIDOLA App“) (whether on iOS or Android), together with its related services, information and communications are collectively referred to as the “VTSB’s Platform“.
Your consent at registration and continued use of VTSB’s Platform constitute your acceptance of and agreement to all the terms and conditions set out in these Terms and Conditions and the Privacy Notice as well as any future amendments and additions to this Agreement (as defined below) that we may publish from time to time. If any changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using VTSB’s Platform.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS VTSB’S PLAFROM.
2. VTSB’s Platform Connects Clients and TITANS
VTSB’s Platform is an app-based bilateral marketplace connecting Clients and TITANs. “Clients” are individuals and/or businesses seeking to obtain short-term services (“Jobs“) from TITANs (as defined below) and are therefore clients of TITANs. “TITANs” are individuals and/or businesses seeking to perform Jobs for Clients. Clients and TITANs together are hereinafter referred to as “Users“. If you agree on the terms of a Job with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Clause (4) below.
TITANS ARE INDEPENDENT BUSINESS OWNERS AND ARE INDEPENDENT CONTRACTORS OF CLIENTS AND THEY ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF VTSB. VTSB DOES NOT PERFORM ANY JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. BY CONNECTING PEOPLE AND BUSINESSES SEEKING SERVICES WITH SERVICE PROVIDERS, VTSB OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CLIENTS WITH SERVICE PROVIDERS (TITANS) WHO WISH TO PERFORM A VARIETY OF JOBS.
ALL USERS HEREBY ACKNOWLEDGE AND AGREE THAT VTSB DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A TITAN’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE JOBS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.
Any reference on VTSB’S Platform to a TITAN being licensed or credentialed in some manner, or “badged,” ” reliable,” “reliability rate,” “elite,” “great value,” “background checked,” “vetted” (or similar language designations) indicates only that the TITAN has completed a relevant account registration process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by VTSB of such TITAN’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of TITANs whom they select, interact, or contract with via VTSB’s Platform.
VTSB’s Platform enables connections between Users for the fulfillment of Jobs. VTSB is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Jobs, TITANs, or Clients, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. VTSB makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Jobs requested or services provided by, or the communications of or between, Users identified through VTSB’s Platform, whether in public or private, via on- or off-line interactions, or otherwise howsoever.
3. TITAN Background Checks and User Representations and Warranties
TITANs Background Checks
TITANs may be subject to a review process before they can register for and during their use of VTSB’s Platform, which may include without limitation to identity verification and criminal background checks, using third party services as appropriate (“Background Checks“). Although VTSB may perform Background Checks, VTSB cannot confirm that any TITAN is who they claim to be, and VTSB cannot and does not assume any responsibility for the accuracy or reliability of Background Check information.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you do not know. VTSB will NOT be liable for any false or misleading statements made by Users of VTSB’s Platform.
NEITHER VTSB, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, LAWYERS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES“) ARE RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF VTSB’S PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE VTSB AND ITS AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF VTSB’S PLATFORM.
4. Contract between Clients and TITANS
You acknowledge and agree that a legally binding contract with another User (the “Service Agreement“) is formed when you and that User agree on the terms of the Job. The terms of the Service Agreement include the terms set forth in this Clause (4), the engagement terms proposed and accepted on the VTSB’s Platform, and any other contractual terms accepted by both the TITAN and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Clause (4), and do not expand VTSB’s obligations or restrict VTSB’s rights under this Agreement. VTSB is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between VTSB and the TITAN, nor will it create an employment relationship between the Client and the TITAN. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of VTSB.
If approved in writing and in advance by the Client via VTSB’s Platform, the TITAN is not obligated to personally perform the Job. TITANs may engage assistants, helpers, sub-contractors or other personnel (collectively “TITAN Assistants“) so long as the TITAN is also physically present whilst the TITAN Assistant(s) is performing the Job. For safety reasons, such TITAN Assistants shall have been registered through VTSB’s Platform. A TITAN’s failure to comply with this provision shall be a violation of these Terms and Conditions and could lead to the removal from VTSB’s Platform. The TITAN assumes full and sole responsibility for the acts and omissions of such TITAN Assistants and is fully responsible for the lawful payment of all compensation, benefits and expenses of the TITAN Assistants.
While using VTSB’s Platform, Clients will, in their sole discretion, determine whether they will be present or not when a Job is performed. Clients agree that if someone other than them books the Job on their behalf or is present in their stead when the Job is performed, they are appointing that person as their agent (“Client’s Agent“) and the TITAN may take and follow direction from the Client’s Agent as if such direction was given from the Client him or herself. If you are a Client’s Agent and accessing and using VTSB’s Platform on behalf of a Client, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Agreement. The Client’s Agent may authorise any applicable waiver of the Client’s scoping, direction, or instruction of the TITAN’s work or performance of the Job in the Client’s stead. The Client agrees that such direction and/or waiver is valid against the Client and the Client’s Agent, and the Client shall be responsible and liable for all such direction and/or waiver as if made by the Client him or herself. The Client assumes full and sole responsibility for the acts and omissions of Client’s Agents.
The Client shall pay their TITAN(s) in full for all Job services via the payment system operator as indicated on VTSB’S Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Job.
5. Billing and Payment
Users of the VTSB’s Platform contract for Jobs directly with other Users. VTSB will not be a party to any contract for Jobs or services. The Client, and not VTSB, is responsible for payment for all Jobs through VTSB’s Platform. Such payment must be made in full via the third-party payment service provider specified or approved by VTSB, i.e., Stripe, Inc. (“PSP“) provided through VTSB’s Platform. VTSB is not obligated to compensate the TITANs for the Client’s failure to pay for the Jobs.
All payment for costs, fees, tips, transportation costs associated with the Jobs as well as any out-of-pocket expenses agreed upon by the Users in respect of the Jobs should be settled via the PSP prior to the commencement of the performance of a Job.
By using the PSP, each User agrees that they have downloaded or printed, and reviewed and agreed to, Stripe’s Service Agreement, a copy of which is available here.
By using VTSB’s Platform (i.e., booking a TITAN through the VIDOLA App and making payment for the services of the TITANs through the VIDOLA App), all job orders will be secured by a 7-day warranty (excluding the date of completion of the job order) by the TTIANs.
7. Utilising the VIDOLA App
By using VTSB’s Platform, you agree not to circumvent or bypass the VIDOLA App in any communications and/or negotiations and/or transactions with our TITANs and to direct all queries and job requests/orders through the VIDOLA App without the prior written consent of VTSB.
8. Account Registration, Deactivation and Suspension
You must register with VTSB and create an account to use VTSB’s Platform. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by VTSB for accessing VTSB’s Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorised by you. VTSB has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify VTSB immediately.
VTSB may suspend your right to use VTSB’s Platform pending its investigation of a potential breach by you of this Agreement. VTSB may deactivate your account or limit your use of VTSB’s Platform upon its determination that you breached a provision of this Agreement (a “User Breach“). VTSB will provide you with written notice of its determination as required by law, unless we have reason to believe that the User’s account has been compromised such that the notice would go to the wrong person, or notice would otherwise be counterproductive or would create a risk to safety. If you wish to appeal this determination, please contact email@example.com within 14 calendar days of receipt of such notice with the grounds for your appeal.
If VTSB suspends or deactivates your account or limits your use of VTSB’s Platform pursuant to this Clause (8), you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Even after your right to use VTSB’s Platform is suspended, terminated or limited, this Agreement shall remain enforceable against you. VTSB reserves the right to take appropriate legal action pursuant to the Agreement.
VTSB also reserves the right to modify or discontinue, temporarily or permanently, all or any portion of VTSB’s Platform at its sole discretion. VTSB will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, VTSB shall not be liable to you for any modification or discontinuance of all or any portion of VTSB’s Platform. VTSB has the right to restrict anyone from completing registration as a TITAN if such person may threaten the safety and integrity of VTSB’s Platform, or if such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of VTSB’s Platform and deactivating your account.
9. VIDOLA APP Updates and Upgrades
By installing the VIDOLA App, you consent to the installation of the VIDOLA App and any updates or upgrades that are released through VTSB’s Platform. The VIDOLA App (including any updates or upgrades) may: (a) cause your device to automatically communicate with VTSB’s servers to deliver the App functionality and to record usage metrics; (b) affect VIDOLA App-related preferences or data stored on your device; and (c) collect personal information as set out in our Privacy Notice. You have the right to uninstall the VIDOLA App at any time.
10. Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including VTSB designs, trademarks, and logos (collectively “Proprietary Material“) that Users see or read through VTSB’s Platform is owned by VTSB. The Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. VTSB owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. You may store, print and display any Proprietary Material solely for your own personal use, but are not permitted to publish, manipulate, distribute, or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on VTSB’s Platform nor may you use any such content in connection with any business or commercial enterprise.
11. Advertisements and Third-Party Links
Aspects of VTSB’s Platform may be supported by advertising revenue. As such, VTSB may display advertisements and promotions on the service. The manner, mode and extent of advertising by VTSB on VTSB’s Platform are subject to change and the appearance of advertisements on VTSB’s Platform does not necessarily imply endorsement by VTSB of any advertised products or services. You agree that VTSB shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on VTSB’s Platform.
VTSB does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through VTSB’s Platform or any hyperlinked website or featured in any banner or other advertising, and VTSB will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, VTSB and its Affiliates do not warrant that access to VTSB’s Platform will be uninterrupted or that VTSB’s Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of VTSB’s Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Job, service, information or materials provided through or in connection with the use of VTSB’s Platform. VTSB and Affiliates are not responsible for the conduct, whether online or offline, of any User. VTSB and Affiliates do not warrant that VTSB’s Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. VTSB and its Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.
12. No Agency or Partnership
No agency, partnership, joint venture, or employment is created as a result of the Agreement or your use of any part of VTSB’s Platform. You do not have any authority whatsoever to bind VTSB in any respect. All TITANs are independent contractors. Neither VTSB nor any Users may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
13. Disclaimer of Warranties, Limitations on Liability and Indemnification
Disclaimer of Warranties
WE PROVIDE VTSB’S PLATFORM ON AN “AS IS” WITHOUT WARRANTY OF ANY KIND AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING LIMITATION TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES AND NON-INFRINGEMENT. VTSB MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED ON VTSB’S PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT OR TORT FOR ANY: (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF VTSB’S PLATFORM; (C) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (D) EVENTS BEYOND OUR REASONABLE CONTROL.
Limitations on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VTSB (INCLUDING ITS AFFILIATES) WILL BE LIABLE FOR ANY CLAIMS, DEMANDS, DAMAGES, EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY, INCLUDING SOLICITORS’ FEES AND COSTS (COLLECTIVELY, “LIABILITIES“), INCLUDING LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH: (A) THESE T&CS; (B) THE USE OF OR INABILITY TO USE VTSB’S PLATFORM OR ANY CONTENT THEREIN; OR (C) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS YOU MAY HAVE WITH SOMEONE YOU INTERACT OR MEET WITH THROUGH, OR AS A RESULT OF, YOUR USE OF VTSB’S PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION TO STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY VTSB AND/OR ITS AFFILIATES.
YOU ALSO AGREE TO WAIVE AND RELEASE VTSB AND ITS AFFILIATES AND FROM ANY LIABILITIES ARISING FROM OR RELATED TO ANY ACT OR OMISSION BY A TITAN IN THE PROVISION OF ANY JOBS, INCLUDING A TITAN’S FAILURE TO COMPLY WITH APPLICABLE LAW AND/OR FAILURE TO ABIDE BY THE AGREED TERMS OF ANY JOBS, AND/OR ANY ACTION OR INACTION BY THE TITANS AND/OR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VTSB AND AFFILIATES ALSO EXPRESSLY DISCLAIM ANY LIABILITIES THAT MAY ARISE BETWEEN USERS OF VTSB’S PLATFORM. VTSB AND ITS AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA VTSB’S PLATFORM.
NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IF IT IS DETERMINED THAT VTSB OR ITS AFFILIATES ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO VTSB (IF YOU ARE A CLIENT), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VTSB AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES AND/OR COSTS (INCLUDING WITHOUT LIMITATION TO PROFESSIONAL COSTS) NCURRED IN CONNECTION WITH (A) YOUR USE OR INABILITY TO USE, OR YOUR PARTICIPATION ON, THE VTSB’S PLATFORM; (B) YOUR PARTICIPATION IN JOBS, OR YOUR ABILITY OR INABILITY TO PERFORM OR OBTAIN THE PERFORMANCE OF JOBS OR TO RECEIVE PAYMENT THEREFORE; (C) YOUR BREACH OR VIOLATION OF THE AGREEMENT; (D) YOUR VIOLATION OF ANY LAW, OR THE RIGHTS OF ANY USER OR THIRD PARTY; (E) ANY ACTIONS IN CAUSING ANY DAMAGE OR LOSS TO ANOTHER USER; (F) ANY CONTENT SUBMITTED BY YOU OR USING YOUR ACCOUNT TO VTSB’S PLATFORM, INCLUDING BUT NOT LIMITED TO THE EXTENT SUCH CONTENT MAY INFRINGE ON THE INTELLECTUAL RIGHTS OF A THIRD PARTY OR OTHERWISE BE ILLEGAL OR UNLAWFUL; AND (G) IF YOU ARE A CLIENT, THE ACTS OR OMISSIONS OF ANY CLIENT’S AGENTS.
THIS CLAUSE (13) SHALL EXPRESSLY SURVIVE THE TERMINATION OF THE AGREEMENT.
14. Dispute Resolution Between Users
In the event of any dispute between Users in respect of the Service Agreement, Users agree to resolve the dispute in good faith through negotiation and mediation. If this is not possible and the dispute is not resolved (“Unresolved Dispute“), kindly log the Unresolved Dispute onto VTSB’s Platform. VTSB shall make a determination in respect of the Unresolved Dispute taking into account all valid evidence.
You agree and accept that VTSB’s decision in respect of the Dispute shall be binding and final and to adhere to any monetary award and/or penalty imposed by VTSB.
15. Governing Law and Jurisdiction
The Agreement shall be interpreted and governed by the laws of Malaysia.
Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Malaysia.
16. Variation to the Agreement and VTSB’s Platform
VTSB reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms and Conditions and the Privacy Notice) and review, improve, modify or discontinue, temporarily or permanently, VTSB’s Platform or any content or information through VTSB’s Platform at any time, effective with or without prior notice and without any liability to VTSB. VTSB may also impose limits on certain features or restrict your access to part or all of VTSB’s Platform without notice or liability.
VTSB will endeavour to notify you of material changes to this Agreement by email but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using the VTSB’s Platform. Your continued use of VTSB’s Platform following any revisions to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations.