TENANCY AGREEMENT - VIVA MALL
BETWEEN
VIVA VENTURE PLT
(Registration No. LLP 0001146‑LGN)
(as the Landlord)
AND
ANTFUN DIGITAL LABS SDN. BHD.
(Company No. (202101019125 (1419425-A)
(as the Tenant)
TENANCY AGREEMENT
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TABLE OF CONTENTS
I. PREAMBLE
5
II. RECITALS
5
1. DEFINITIONS AND INTERPRETATION
5
1.1 Definitions
5
1.2 Interpretation
5
2. AGREEMENT FOR TENANCY
10
3. TERM
10
4. FIT‑OUT PERIOD (IF ANY)
10
5. MONTHLY RENTAL
12
6. DEPOSITS
14
6.1 Security Deposit
14
6.2 Utilities Deposit
14
6.3 Mail‑Box Deposit (If Applicable)
14
6.4 Restoration Deposit
14
6.5 Maintenance of Deposits and Refund
15
6.6 Interchangeability of Deposits
15
7. DESCRIPTION OF DEMISED PREMISES
15
7.1 Description of Demised Premises
15
7.2 Adjustments
16
8. COVENANTS BY TENANT WITH LANDLORD
16
8.1 Taking Possession
16
8.2 Payment of Rental and Other Charges
16
8.3 Increase in Outgoings
16
8.4 Payment for Utility Charges etc.
16
8.5 Permitted Use and Tenant’s Trade Name
16
8.6 Commencement and Opening for Business
17
8.7 Payment of Air‑Conditioning Charges
18
8.8 Operation Outside Business Hours
18
8.9 Display
18
8.10 Upkeep and Maintenance of Demise Premises
19
8.11 Access to Demised Premises for Purposes of Inspection and Repairs
19
8.12 Electrical and Other Additions
20
8.13 Alteration, Obstruction and Damage
20
8.14 No Excessive Noise
20
8.15 No Blocking of Windows and Lights
20
8.16 Discharge and Flooding
20
8.17 Conveyance of Waste Material
21
8.18 Use of Lifts and Delivery and Conveyance of Tenant’s Goods
21
8.19 Heavy Objects
21
8.20 Tenant’s Signage etc.
21
8.21 Removal of Display
22
8.22 Compliance with Statutory Provisions and Directives
22
8.23 Compliance with Rule and Regulations of Landlord
22
8.24 Licences and Approvals for Business
23
8.25 [DELETED]
23
8.26 Security in Demised Premises
23
8.27 Prohibited Use
23
8.28 Contagious Disease or Illness
24
8.29 Pests
24
8.30 Animals
24
8.31 Food/Cooking
24
8.32 Sleeping in Demised Premises
24
8.33 Dangerous Materials
24
8.34 Interference with Equipments
25
8.35 Tenant’s Insurance
25
8.36 Acts Affecting Insurance Policies
26
8.37 Sub‑Letting
27
8.38 Mail‑Box
27
8.39 Payment of Service Charges
27
8.40 Soliciting in Common or Parking Area
28
8.41 Renovation in Demised Premises
28
8.42 Inspection by Prospective Tenants prior to Determination
29
8.43 Restoration
29
8.44 Yield Up
29
8.45 Tenant’s Provisions (If any)
29
9. COVENANTS BY THE LANDLORD
29
9.1 Landlord’s Provisions (If any)
29
9.2 Services and Upkeep of Common Property
30
9.3 Quiet Enjoyment
30
9.4 Insurance
30
9.5 Outgoings
30
10. OPTION FOR RENEWAL (IF ANY)
30
11. TENANT’S DEFAULT
31
11.1 Tenant’s Default
31
11.2 Late Payment Interest
32
11.3 Liability for not Commencing and/or Opening for Business
33
11.4 Abandonment
33
11.5 Unilateral Termination by Tenant
33
11.6 Failure to Yield Up and to Restore on Time
33
11.7 Removal of Tenant’s Goods
34
12. CUMULATIVE REMEDIES
34
13. DAMAGE TO DEMISED PREMISES
34
14. REDEVELOPMENT AND CHANGES TO PLANS, ETC.
35
15. REFURBISHMENTS AND/OR UPGRADING TO VTVA MALL
35
16. RE‑LOCATION OF DEMISED PREMISES
35
17. COMMON PROPERTY
36
18. PARKING
37
19. UNILATERAL TERMINATION BY LANDLORD
37
20. NO REPRESENTATION AND MONOPOLY ETC.
37
21. TIME OF THE ESSENCE
38
22. COSTS AND EXPENSES
38
23. COMPLIANCE WITH LAW
38
24. EXCLUSION OF LANDLORD’S LIABILITY
38
25. INDEMNITY BY TENANT
39
26. CHANGES IN THE CONSTITUTION OF TENANT
39
27. SALE,ASSIGNMENT ETC. BY LANDLORD
39
28. RESTRICTION OF ENDORSEMENT OF TENANCY
39
29. ENTIRETY OF AGREEMENT AND AMENDMENT
40
30. NO WAIVER OR INDULGENCE
40
31. NOTICE
40
32. GOVERNING LAW AND COURTS JURISDICTION
40
33. NO JOINT VENTURE
41
34. SEVERABILITY
41
35. SUCCESSORS BOUND
42
36. APPENDICES AND SCHEDULES
42
37. SPECIAL CONDITIONS
42
38. LANDLORD’S REGULATIONS PREVAIL
42
FIRST SCHEDULE
44
SECOND SCHEDULE
47
APPENDIX A
APPENDIX B
APPENDIX C
|
AN AGREEMENT made the day, month and year stated in Section 1 of the First Schedule
| BETWEEN |
VIVA VENTURE PLT (Registration No. LLP0001146‑LGN), a limited liability partnership registered under the Limited Liability Partnership Act 2012 and having its business address at Viva Management Office, Lower Ground Floor, Viva Mall, No. 85, Jalan Loke Yew,55200 Kuala Lumpur (“the Landlord”) of the one part,
|
| AND |
The party(ies) whose name(s) and description is/are stated in Section 2 of the First Schedule (“the Tenant”) of the other part.
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RECITALS
| A. |
The Landlord has the exclusive right, power and authority to rent to the Tenant all that parcel of retail outlet as stated in Section 3 of First Schedule and more particularly delineated in RED in the proposed layout/floor plan annexed hereto as Appendix A (“the Demised Premises”) in “VIVA MALL”, a retail shopping centre with a postal address known as No. 85, Jalan Loke Yew, 55200 Kuala Lumpur (“the Complex”), which Complex is erected on that piece of leasehold land held under Pajakan Negeri 50956, No. Lot 20000, Seksyen 91A, in the town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan KL measuring approximately 30970 square metres in area (“the Land”).
|
| B. |
The Complex consists of shop outlets, retail outlets, office outlets, food outlets and recreational facilities (collectively “the Outlets” and “the Outlet” shall be construed accordingly) erected thereon and therein.
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| C. |
By a Letter of Offer dated 01 August 2026 between the Landlord and Tenant –
|
| (a) |
the Tenant is desirous to obtain a tenancy of the Demised Premises and the Landlord has agreed to grant the tenancy to the Tenant for the use of the Demised Premises upon the terms and conditions hereinafter appearing; and
|
| (b) |
Bin Ridzuan Razif (940728-14-6425) has jointly and severally guaranteed, in their personal capacities, the performance and observance of the terms and conditions of the Letter of Offer and this Tenancy Agreement by the Tenant and to indemnify the Landlord against all losses and damages suffered and/or incurred or to be suffered and/or incurred by the Landlord arising out of any breach, non‑observance or non‑performance by the Tenant of its covenants or other terms under this Tenancy Agreement.
|
NOW IT IS HEREBY AGREED as follows:
| 1. |
DEFINITIONS AND INTERPRETATION |
Unless the context shall otherwise require, the following expressions wherever used in this Agreement, shall have the following meanings:‑
| “Additional Air‑Conditioning Charges |
Means the sum of money in the amount and at the rate to be paid by the Tenant in accordance with Clause 8.8 (a), if applicable, and the same is subject to adjustment and increase thereof in the event of Clauses 7, 10 and 16. |
|
| “Agreement” |
Means this Agreement including the Schedules and Appendices hereto and any variation, amendment, modification or extension thereof or supplement thereto made between the parties hereto in writing at any time and from time to time in force. |
| “Appropriate Authorities” |
Means any governmental, semi or quasi‑governmental and/or statutory or privatised departments, local councils, health and licensing authorities, agencies or bodies, including providers of utilities. |
| “Business Commencement Date” |
Means the date by which the Tenant is to commence to carry on the Permitted Use on the Demised Premises as stated in Clause 8.6.1. |
| “Common Property” |
Means in relation to the Complex and all that portion or portions of the Complex which shall exclude individual parcels of business and/or retail premises and all car parks but shall include those areas, parts, premises and facilities of and in the Complex which are not demised/rented or not intended to be demised/rented by the Landlord to the Tenant or to any other tenants and which shall be provided by the Landlord for the common use by tenants of VIVA MALL and their respective customers, employees, invitees and licensees and all other persons in common with the Landlord and all other persons having the like right to use the same which shall include but is not restricted to the entrances, lobbies, the staircases, external windows, landings, corridors, passages, lifts as well as the water closets, lavatories, elevators, escalators and conveniences that are not contained in the Demised Premises for the exclusive use of the Tenant, and more particularly described in Clause 17. |
| “Complex” |
Means the complex consisting of shop outlets, retail outlets, office outlets, food outlets and recreational facilities erected on the Land and currently known as Plaza Uncang Emas (UE3) with a postal address known as No. 85, Jalan Loke Yew, 55200 Kuala Lumpur. |
| “Demised Premises” |
Means all that parcel of Outlet, being a business premises located within VIVA MALL more particularly described in Section 3 of the First Schedule and for the purposes of identification outlined in RED on the proposed layout/floor plan annexed hereto as Appendix A. |
| “Deposits” |
Means the Security Deposit, the Utilities Deposit, the Mail‑Box Deposit, the Restoration Deposit and the Fit‑Out Deposit payable by the Tenant to the Landlord in accordance with the terms of this Agreement. |
| “Event of Default” |
Means the occurrence of any one or more of the events stipulated in Clause 11.1 |
|
| “Fit‑Out Deposit” |
Means the sum of money as stated in Section 7(b) of the First Schedule to be paid by the Tenant in accordance with and for the purposes as stated in Clause 4.1(a). |
| “Fit‑Out Fee” |
Means the sum of money as stated in Section 7(a) of the First Schedule to be paid by the Tenant in accordance with and for the purposes as stated in Clause 4.1(a). |
| “Fit‑Out Period” |
Means, if applicable, the period as stated in Section 6 of the First Schedule to carry out the Fit‑Out/Renovation Works SUBJECT ALWAYS TO the provisions of Clause 4. |
| “Fit‑Out Renovation Works” |
Means all works in relation to the partitioning, additions, installations, refurbishment, alterations and/or construction of or to the Demised Premises or any part(s) thereof and/or the mechanical and/or electrical services to and/or the pipes, wires, cables or other apparatus constructed affixed installed or laid in, under or through the Demised Premises to be carried out and completed by or at the instruction of the Tenant subject to the written consent of the Landlord. |
| “Force Majeure Event” |
Means and includes the occurrence of any one or more of the following events:‑ Explosion, lightning, fire, storm, flood, tsunami, landslide, sinking, earthquake, terrorism, riot, civil commotion, war or any other Acts of God or inevitable accidents or unforeseen events. |
| “Handover Date” |
Means the date the Tenant takes or deems to have taken vacant possession of the Demised Premises from the Landlord for purposes of Fit‑Out/Renovation Works which shall be notified by the Landlord by the Handover Notice and deemed accepted by the Tenant. For the avoidance of doubt, the Handover Date shall also be the Tenancy Commencement Date as state in Section 5 of the First Schedule. |
| “Handover Notice” |
Means the written notice given by the Landlord to the Tenant to notify the proposed date for handover of vacant possession of the Demised Premises for commencement of the Fit‑Out Period, if any, which may be subject to payments and fulfillment of conditions by the Tenant and whether or not the Tenant actually or physically takes possession of the Demised Premises from the Landlord. |
| “Initial Term” |
Means the initial tenure of the Tenancy herein and the same is stated in Section 4 of the First Schedule. |
| “Land” |
Means all that piece of leasehold land held under Pajakan Negeri 50956, No. Lot 20000, Seksyen 91A, in the town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan KL measuring approximately 30970 square metres in area. |
| “Landlord” |
Means VIVA VENTURE PLT (Registration No. LLP0001146‑LGN), a limited liability partnership registered under the Limited Liability Partnership Act 2012 and having its business address at Viva Management Office, Lower Ground Floor, Viva Mall, No. 85, Jalan Loke Yew,55200 Kuala Lumpur and includes its successors in title and assigns. |
|
| “Landlord’s Provisions” |
Means the provisions or works, if any, described in Appendix B annexed hereto to be provided or installed by the Landlord at the Demised Premises. |
| “Mail‑Box Deposit ” |
Means the sum of money as stated in Section 12(a) of the First Schedule to be paid by the Tenant in accordance with Clause 6.3, if applicable. |
| “Mail‑Box Fee ” |
Means the sum of money as stated in Section 12(b) of the First Schedule to be paid by the Tenant in accordance with Clause 6.3, if applicable, and the same is subject to adjustments and increase thereof under Clause 6.3. |
| “Management/MC” |
Means the Landlord or other entity, if any, appointed by the Landlord to manage VIVA MALL and/or a management corporation formed pursuant to the provisions of the Strata Titles Act, 1985 or any amendments thereto, as the case may be, and includes but without limitation to any other company, corporation, firm or agent engaged by the Landlord for the aforesaid purpose as may be notified to the Tenant. |
| “Monthly Rental” |
Means the amount of monthly rental payable by the Tenant as set out in Section 8(a) of the First Schedule, in accordance with Clause 5 and subject to adjustments and increase thereof under Clauses 7, 10 and 16. |
| “Normal Business Hours” |
Means the normal business hours of the Outlets at VIVA MALL from 10a.m. to 10p.m. each day from Mondays to Sundays (both days inclusive) including public holidays, throughout the year, unless otherwise notified by the Landlord in writing, SUBJECT ALWAYS TO the provisions of Clause 8.6.2 and 8.6.3. |
| “Outlets” |
Means the shop outlets, retail outlets, office outlets, food outlets and recreational facilities comprised in the Complex and “Outlet” shall be construed accordingly. |
| “Permitted Use” |
Means the trade, business, activity, purpose or operations declared by the Tenant to the Landlord to be carried on the Demised Premises and the same is stated in Section 13(a) of the First Schedule. |
| “Renewal Term(s)” |
Means the period(s) for which the Tenancy herein may be renewed or extended pursuant to and subject to the provisions of Clause 10 and the said period(s) is/are stated in Section 14 of the First Schedule, if applicable. |
| “Rent Commencement Date” |
Means the effective date on which the Monthly Rental is payable by the Tenant as stated in Section 9 of the First Schedule and in accordance with Clause 5.1. |
| “Restoration Deposit” |
Means the sum of money as stated in Section 7(c) of the First Schedule to be paid by the Tenant in accordance with and for the purposes as stated in Clause 6.4. |
“Ringgit” or the abbreviation “RM” and “Sen” |
Means the lawful currency of Malaysia. |
|
| “Security Deposit” |
Means the sum of money in the amount and at the rate as stated in Section 10(a) of the First Schedule to be paid by the Tenant in accordance with Clause 6.1 and the same is subject to adjustments and increase thereof in the event of Clauses 7, 10 and 16. |
| “Service Charge” |
Means the sum of money as stated in Section 8(b) of the First Schedule subject to the Landlord’s right to vary the same being the fees, charges, costs and expenses incurred and to be levied by the Landlord and/or Management/MC for the services rendered by the Landlord and/or Management/MC in respect of the maintenance, management, administration, operation, control and upkeep of the Common Property and/or the Demised Premises for the usage and enjoyment thereof by the Tenant jointly with other tenants, occupiers or owners of the Outlets in VIVA MALL in accordance with Clauses 8.39 and 17.1 and the same is subject to adjustments and increase thereof under Clause 8.39. |
| “Tenancy” |
Means the tenancy hereby created and granted by the Landlord and accepted by the Tenant upon the terms and conditions herein contained in this Agreement. |
| “Tenancy Commencement Date” |
Means the date of commencement of the Initial Term of the Tenancy herein in accordance with Clause 3 and the same is stated in Section 5 of the First Schedule. |
| “Tenant” |
Means the party named and described in Section 2 of the First Schedule and includes its legal representatives, heirs, successors in title and permitted assigns. |
| “Tenant’s Authorized Persons” |
Means all and any persons claiming through or under the Tenant and the employees, servants, agents, representatives, consultants, workmen, contractors, sub‑tenants, licensees, invitees, visitors, clients or customers of the Tenant and/or of the persons claiming through or under the Tenant. |
| “Tenant’s Goods” |
Means all the Tenant’s items, goods, chattels, equipment, furniture, fittings, fixtures and belongings of any description whatsoever situated in or upon the Demised Premises. |
| “Tenant’s Provisions” |
Means the provisions or works, if any, described in Appendix C annexed hereto to be provided or installed by the Tenant at the Demised Premises. |
| “Tenant’s Trade Name” |
Means, if any and applicable, the name used by the Tenant in carrying out the Permitted Use as stated in Section 13(b) of the First Schedule. |
| “Utilities Deposit” |
Means the sum of money as stated in Section 10(b) of the First Schedule to be paid by the Tenant in accordance with Clause 6.2.1 and the same is subject to adjustment and increase thereof under Clause 6.2.2. |
| “VIVA MALL” |
Provisionally means the Complex as stated in Recital A hereof, or such other name as may be decided by the Landlord at any time and from time to time and approved by the Appropriate Authorities. |
|
| 1.2 |
Interpretation |
| 1.2.1 |
Words denoting the singular include where the context so admits the plural and vice versa. |
| 1.2.2 |
Words of the masculine gender include where the context so admits the feminine and neuter genders and vice versa. |
| 1.2.3 |
Words denoting natural persons include where the context so admits corporations and firms and vice versa. |
| 1.2.4 |
Words denoting an obligation on the Tenant to do any act, matter or thing include an obligation to procure that it be done whether by the Tenant or the Tenant's Authorized Persons as defined in Clause 1.1 or otherwise and words placing the Tenant under a restriction include an obligation not to permit or suffer infringement of the restriction whether by the Tenant, the Tenant's Authorized Persons or otherwise. |
| 1.2.5 |
Where two or more persons are included in the expression "the Tenant", the covenants, undertakings, warranties, representations, obligations, restrictions, terms, conditions, agreements and stipulations on the part of the Tenant shall be deemed to be made by and be binding on and enforceable against such persons jointly and severally. |
| 1.2.6 |
References to Clause, sub-Clauses, Schedules and Appendices are to be construed as references to the Clauses, sub-Clauses, Schedules and Appendices of this Agreement. |
| 1.2.7 |
Where an act is required to be done within a specified number of period after or from a specified date, the period is inclusive of and begins to run from the date so specified. |
| 1.2.8 |
Where the context so requires, the words "hereof", "herein", "hereto", "hereunder" wherever used shall refer to this Agreement as a whole and not to any particular provision only. |
| 1.2.9 |
The headings to the Clauses of this Agreement are inserted for convenience of reference only and shall be ignored in construing the provisions of this Agreement. |
| 1.2.10 |
The Schedules and Appendices attached hereto shall be taken read and construed as an integral part of this Agreement. |
The Landlord hereby lets and the Tenant hereby takes a tenancy of the Demised Premises on an "as is where is" basis upon the terms and subject to the conditions herein contained.
Unless determined earlier or if applicable, renewed in accordance with this Agreement, the initial duration for the tenancy of the Demised Premises is for a fixed term as stated in Section 4 of the First Schedule ("the Initial Term") commencing on the date or event as stated in Section 5 of the First Schedule ("the Tenancy Commencement Date").
| 4. |
FIT-OUT PERIOD (IF ANY) |
| 4.1 |
Subject to the Tenant's due compliance with the provisions of this Agreement, the Landlord shall be entitled at its absolute discretion to allow the Tenant a fit-out period, if any, as stated in Section 6 of the First Schedule ("the Fit-Out Period") and early entry by the Tenant or its duly authorized employees, servants, agents, representatives, workmen or contractors to the Demised Premised for the Tenant to carry out and complete any intended fit-out/renovation works in respect of the Demised Premises, including but not limited to any partitioning, additions, installations, refurbishment, alterations and/or construction of or to the Demised Premises or any part(s) thereof and/or the mechanical and/or electrical services to and/or the pipes, wires, cables or other apparatus constructed affixed installed or laid in, under or through the
Demised Premises ("the Fit-Out/Renovation Works") PROVIDED THAT prior to the carrying out of any |
|
|
such Fit-Out/Renovation Works :- |
|
(a) |
the Tenant shall simultaneously with the execution of this Agreement have paid to the Landlord sums of monies as stated in Section 7(a) of the First Schedule ("the Fit-Out Fee") as administrative fee and charges for allowing the Tenant the Fit-Out Period and Section 7(b) of the First Schedule ("the Fit-Out Deposit") as fit-out deposit as security for the strict compliance by the Tenant of the provisions of this Agreement as may be applicable howsoever in carrying out of the Fit-Out/Renovation Works and to cover and pay for any cleaning, clearing up, repairing and/or replacing works as may be caused by or incidental to the Fit-Out/Renovation Works including costs and expenses incurred for the use of any utilities while carrying out renovation works and any losses, damages, costs or expenses as may be suffered or incurred by the Landlord and/or if applicable, the Management/MC as defined in Clause 1.1. Subject to Clause 6.5, the Fit-Out Deposit less such sum(s) as may then be found due to the Landlord and/or the Management/MC shall be refunded to the Tenant without interest only after satisfactory completion of the Fit-Out/Renovation works as inspected by the Landlord and/or the Management/MC. |
|
(b) |
the Tenant shall have paid to the Landlord, the Security Deposit, the Utilities Deposit, the Mail-Box Deposit (if applicable), Fit-Out Deposit and the Restoration Deposit in accordance with Clause 6; |
|
(c) |
the Tenant shall not less than six (6) months prior to the Handover Date submit the layout, designs, drawings, specifications and plans ("said Plans") for the intended Fit-Out/Renovation Works including the Tenant's proposed form, design and dimension of the shop-front signage or display of its Trade Name as well as to the Landlord for its review and approval and the Landlord shall be entitled to require such deletions, additions and/or alterations, whether in whole or in part, to the proposed Fit-Out/Renovation Works and/or the said Plans, and the Tenant shall carry out the Fit-Out/Renovation Works in due compliance and conformity with the Landlord's Fit-Out Manual and Guidelines including any general directions, rules, regulations, restrictions and instructions as or may be imposed, issued, prescribed, laid down and amended by the Landlord and/or if applicable, the Management/MC governing Fit-Out works at any time and from time to time; |
|
(d) |
the Tenant shall have at its own costs and expenses obtained all requisite approvals from the Appropriate Authorities for the intended Fit-Out/Renovation Works and the Tenant shall have delivered to the Landlord copies certified as true by the Appropriate Authorities of all such approvals; and |
|
(e) |
the Tenant shall have at its own costs and expenses taken out and shall maintain sufficient insurances as may be necessary or expedient to cover the possible liabilities for any injuries, death, loss or damage to persons and/or properties (including the Fit-Out/Renovation Works, the Tenant's Goods, Tenant's Provisions and the Landlord's Provisions, if any) arising out of or in the course of carrying out the Fit-Out/Renovation Works, in, upon or about the Demised Premises, VIVA MALL and/or the Land and the Tenant shall have delivered to the Landlord copies certified as true by the insurance company(ies) of the insurance policy(ies) so taken together with the receipts for the premium paid in respect thereof. |
| 4.2 |
The Tenant shall at its own costs and expenses ensure that the Fit-Out/Renovation Works are carried out by properly qualified, licensed and/or registered persons duly certified to carry out such Fit-Out/Renovation Works and are completed timely, in good and workmanlike manner and in conformity in every respect with the said Plans duly approved and the conditions of the approval given by the Landlord and/or the Appropriate Authorities, if any, as well as the provisions of this Agreement (including any general rules, regulations and restrictions as may be imposed, issued, prescribed and laid down by the Landlord and/or if applicable, the Management/MC governing Fit-Out works as amended at any time and from time to time). The Tenant shall also at its own costs and expenses ensure that all and any debris and damage arising from the Fit-Out/Renovation Works are cleared up and made good all within the Fit-Out Period or such extended period as the Landlord may in its absolute discretion allow in writing. The Tenant shall allow the Landlord or its duly authorized employees, servants, agents, representatives, workmen or contractors access to the Demised Premises to observe and monitor the Fit-Out/Renovation Works to be carried out and completed in respect of the Demised Premises. |
|
| 4.3 |
Notwithstanding anything to the contrary herein contained, the Tenant hereby acknowledges and agrees that it shall remain solely responsible and liable for the Fit-Out/Renovation Works and all consequences, whether directly or indirectly, therefrom, including but not limited to ensuring that the proposed Fit-Out/Renovation Works or other related works :- |
|
(a) |
do not hamper and/or otherwise affect howsoever the electrical, wiring, lighting, piping, plumbing, ventilation and/or any other utility or safety system in the Demised Premises, VIVA MALL and/or the Land, do not damage or cause obstruction on any other part(s) of VIVA MALL and/or the Land and do not affect the general appearance of the exterior façade of VIVA MALL; |
|
(b) |
do not cause nuisance to the Landlord and/or if applicable, the Management/MC and other tenants, occupiers or owners of VIVA MALL or surrounding areas; and |
|
(c) |
comply with all applicable laws, by-laws, orders, notices and requirements for the time being in force and conditions of approvals imposed by the Appropriate Authorities, if any; |
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and the Tenant shall indemnify and keep the Landlord fully indemnified against any claims, actions, prosecutions, fines, loss, damages, costs and expenses whatsoever (including the solicitors fees on a solicitor and client basis) which may be made, taken, imposed, suffered or incurred by the Landlord howsoever respecting or arising out of the Fit-Out/Renovation Works. |
| 4.4 |
For avoidance of doubt, the Landlord shall not be liable to compensate or repay or grant rebate on the Monthly Rental or any other charges to the Tenant for any Fit-Out/Renovation Works or improvement carried out upon or made to the Demised Premises and for the costs and expenses incurred by the Tenant in respect thereof. |
| 4.5 |
The conditions governing Fit-Out/Renovation Works in this Clause 4 must also be observed and performed by the Tenant in the event of any subsequent Fit-Out/Renovation Works to be carried out by the Tenant at any time or from time to time during the term of the Tenancy herein SUBJECT ALWAYS TO the prior written consent of the Landlord and if such approval is given, then subject also to such conditions as may be imposed or varied by the Landlord and/or if applicable, the Management/MC in their absolute discretion. |
| 5. |
MONTHLY RENTAL |
| 5.1 |
The Tenant shall pay the monthly rental as stated in Section 8(a) of the First Schedule ("the Monthly Rental") to the Landlord using GIRO method and bear the relevant bank and service charges without any deduction, counter-claims and set-off and whether or not formally or legally demanded, monthly in advance on or before the seventh (7th) day of each and every calendar month with effect from the date or event as stated in Section 9 of the First Schedule ("the Rent Commencement Date"). |
| 5.2 |
If the Rent Commencement Date does not fall on the first (1st) day of a calendar month, the second (2nd) Monthly Rental shall be pro-rated by the remaining number of days from the expiry of one (1) month from the Rent Commencement Date to the last day of the second (2nd) calendar month and be paid in advance on or before the seventh (7th) day of the said second (2nd) calendar month and thereafter, the subsequent Monthly Rentals shall also be paid by the Tenant to the Landlord monthly in advance on or before the seventh (7th) day of each and every subsequent calendar month. |
| 5.3 |
Throughout the Tenancy herein as well as at the expiration or early determination of the Tenancy herein: |
|
(a) |
Tenant shall implement, put in place or operate, at the Tenant's own cost and expense, a POS System by using File Transfer Protocol ("FTP") at the Demised Premises. The Landlord will prepare the gateway with ID and password for the Tenant in order for the Tenant to transfer the Sales Information either through FTP or Hyper Text Transport Protocol ("HTTP"). In the event that the Landlord is unable to receive the Sales Information for any reason whatsoever, the Tenant shall forthwith submit to the Landlord a hard copy of the Sales Information within Seven (7) days from the written notice by the Landlord. |
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(b) |
Prior to the implementation of the Main POS System or where applicable, pending the integration of |
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the Tenant's POS System with the Main POS System, the Tenant shall: |
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(i) |
submit to the Landlord, on or before 7th day of the following calendar month, statements itemized in reasonable details showing the Tenant's total monthly gross sales turnover for the preceding calendar month and the term "gross sales" shall mean all gross revenue, income received or receivable by the Tenant from all merchandise, goods or services sold (including merchandising from concessionaires) and from all business of any nature whatsoever conducted in, at, from or upon the Demised Premises; and |
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(ii) |
the statements shall be audited at the end of each year whereupon the Tenant shall within three (3) months from the end of the year submit to the Landlord a final audited report audited and endorsed by an accounting firm of good international and national repute. The Tenant hereby agrees that the Landlord or its duly appointed representative(s) shall have the right to conduct such audits and inspection of the cash registers, books, accounts and all other records of sales transactions of the Tenant relating to the Tenancy from time to time as may be required. For this purpose, the Tenant shall give its full co-operation and access to the Landlord or its appointed representatives so as to enable the Landlord or its appointed representatives to smoothly and efficiently carry out such audits and inspection in the Demised Premises. |
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(c) |
in the event the Tenant fails to submit their current monthly sales report to the Landlord in accordance with the term of the Tenancy Agreement, the Landlord reserves the rights to compute the current monthly sales report submitted by the Tenant. Upon the Landlord's receipt of the current monthly sales report from the Tenant, the Landlord shall adjust the Monthly Rental accordingly based on the current monthly sales report submitted by the Tenant and should there be a shortfall, the Tenant shall remit the amount of the shortfall to the Landlord within 7 days from the date of receipt of the Landlord's notice. |
| 5.4 |
For the purposes of the provisions of the Personal Data Protection Act 2010 ("PDP Act"), the Tenant hereby agrees and consents to the Landlord retaining and upon notice to the Tenant as soon as practicably possible disclosing data of the Tenant as defined under the PDP Act and to utilize the same, whether in connection with the provisions and terms of this Agreement or otherwise. |
| 5.5 |
Any taxes, levies or other impositions of a like nature by whatsoever name called levied and imposed or chargeable by the Appropriate Authorities, shall be borne by the Tenant in addition to any payments payable by the Tenant hereunder and such taxes may or shall be reflected in the Landlord's invoices or bills. |
| 5.6 |
If there are any changes to the existing or imposition of any new law, regulation, order, directive or request from any Appropriate Authority which shall: |
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(a) |
subject the Landlord to any tax, levy, rate, import duty, charge, expenses or fee (other than income tax), deduction or withholding on or from any payment due or owing from the Tenant under this Agreement and/or any documents relating thereto; and /or |
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(b) |
change the basis or taxation of the Landlord or any payment due or owing from the Tenant under this Agreement and/or any documents related thereto (other than income tax); and/or |
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(c) |
change the existing or impose new requirement(s) on any documentation or any other procedures whatsoever relating to the Tenancy herein; |
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then the Tenant undertakes to make such payment to Landlord within Fourteen (14) days of receipt of a notice from Landlord to the Tenant. |
| 6. |
DEPOSITS |
| 6.1 |
Security Deposit |
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The Tenant shall simultaneously with the execution of this Agreement pay to the Landlord a sum of money, in the amount and in the time as stated in Section 10(a) of the First Schedule ("the Security Deposit") as security deposit for the due observance and performance by the Tenant of all the covenants and stipulations on part of the Tenant to be observed and performed herein. PROVIDED ALWAYS THAT the Security Deposit shall be maintained throughout the term of the Tenancy herein in the amount as stated in the said Section 10(a) of the First Schedule or in such aggregate amount as may from time to time be equivalent to the number of months' rentals as stated in the said Section 10(a) of the First Schedule, whichever is the higher. |
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In the event of any increase in the Monthly Rental, the Tenant shall within fourteen (14) days from the date of the Landlord's notice demanding payment pay to the Landlord on demand such additional sum of monies as may be required to maintain the amount of the Security Deposit as such. |
| 6.2 |
Utilities Deposit |
| 6.2.1 |
The Tenant shall simultaneously with the execution of this Agreement pay to the Landlord a sum of money as stated in Section 10(b) of the First Schedule ("the Utilities Deposit") as deposit for the consumption of water, electricity and any other utilities at the Demised Premises. |
| 6.2.2. |
In the event that the Utilities Deposit is insufficient to cover the consumption and use of water, electricity and/or any other utilities in respect of the Demised Premises and/or in the event of any increase in utilities deposits as may be required to be paid to the Appropriate Authorities and/or if applicable, to the Management/MC, the Landlord reserves the right to increase the amount of the Utilities Deposit by giving a notice in writing to the Tenant at any time and from time to time according to the increased utilities consumed by the Tenant and such increased Utilities Deposit shall be payable by the Tenant as directed by the Landlord in writing forthwith from the date specified in such notice. |
| 6.3 |
Mail-Box Deposit (If Applicable) |
| 6.3.1 |
The Tenant shall, if it so wishes to make use of this facility, simultaneously with the execution of this Agreement pay to the Landlord a sum of money as stated in Section 12(a) of the First Schedule ("the Mail Box Deposit") as deposit for a mail-box at VIVA MALL as may be allocated by the Landlord to the Tenant subject to availability of the mail-box. |
| 6.3.2 |
If Clause 6.3.1 shall apply, the Tenant shall also pay a fee as stated in Section 12(b) of the First Schedule ("the Mail-Box Fee") for each term of the Tenancy to the Landlord, without any deductions, counter-claims and set-off and whether or not formally or legally demanded. The Landlord shall be entitled to increase the Mail-Box Fee in its absolute discretion at any time and from time to time. |
| 6.4.1 |
Restoration Deposit |
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For the purpose stipulated in Clause 8.43, the Tenant shall simultaneously with the execution of this Agreement pay to the Landlord sums of monies as security for the strict compliance by the Tenant of the provisions of Clause 8.43 and this Agreement as may be applicable howsoever in carrying out the restoration works stipulated in Clause 8.43 and to cover and pay for any cleaning, clearing up, repairing and/or replacing works as may be caused by or incidental thereto and any losses, damages, costs or expenses as may be suffered or incurred by the Landlord and/or if applicable, the Management/MC. Subject to Clause 6.5, the Restoration Deposit less such sum(s) as may then be found due to the Landlord and/or the Management/MC shall be refunded to the Tenant without interest only after satisfactory completion of the restoration works as inspected by the Landlord and/or the Management/MC. |
| 6.5 |
Maintenance of Deposits and Refund |
| 6.5.1 |
The Security Deposit, the Utilities Deposit, the Mail-Box Deposit, the Restoration Deposit and the Fit-Out Deposit held by the Landlord, if any, shall under no circumstances whatsoever without the prior written consent of the Landlord, such consent to be given or withheld in its absolute discretion, be deemed to be or treated or |
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set-off by the Tenant as payment of the Monthly Rental, utilities charges or any other moneys payable by the Tenant under or pursuant to this Agreement. If the Tenant shall fail to comply with any of the covenants and stipulations herein contained, the Landlord shall be entitled, but shall not be obliged to set-off from any of the Deposits or any part(s) thereof such sum(s) as may be due to the Landlord and/or if applicable, the Management/MC and/or the Appropriate Authorities and thereupon, the Tenant shall on demand by the Landlord and/or the Management/MC forthwith deposit with the Landlord and/or the Management/MC an amount equivalent to the sum(s) so set-off by the Landlord and/or the Management/MC and in any event, without prejudice to the rights, powers and remedies which the Landlord may have against the Tenant in respect of or arising from such breach. |
| 6.5.2 |
If the Tenant have duly complied with all the covenants and stipulations herein contained throughout the term of the Tenancy herein, the Landlord shall as soon as practicable at the end of the term of the Tenancy herein or upon the Landlord's unilateral termination of this Agreement in accordance with Clause 19 herein refund to the Tenant, without interest, the remaining Deposit(s) which are held by the Landlord, if any, but less such sum(s) as may be found due to the Landlord and/or if applicable, the Management/MC and/or the Appropriate Authorities PROVIDED THAT :- |
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(a) |
the Tenant shall have duly and promptly yielded up vacant possession of the Demised Premises to the Landlord in its original state and condition (unless otherwise required by the Landlord in writing) and in clean, good and tenantable condition and repair and in accordance with the provisions of this Agreement, including but without limitation to Clause 8.43 and 8.44, and shall have removed or caused to be removed the Tenant's Goods, including any from any part(s) of VIVA MALL and made good the damages caused by such removal to the satisfaction of the Landlord and/or if applicable, the Management/MC; and |
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(b) |
All utilities in respect of the Demised Premises shall have been settled in full by the Tenant. |
| 6.6 |
Interchangeability of Deposits |
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Notwithstanding anything to the contrary herein contained, it is hereby agreed that the Deposit(s) held by the Landlord may be forfeited and/or appropriated interchangeably at its absolute discretion against any and all moneys as may be due from the Tenant pursuant to the terms and conditions herein and without prejudice to the right of the Landlord to seek additional recovery or remedy against the Tenant for any and all outstanding Monthly Rental, late payment interest, charges, losses, costs or expenses whatsoever as may be incurred or sustained by the Landlord not sufficiently recovered or reimbursed by such application or forfeiture of the Deposit(s) or any part(s) thereof. |
| 7. |
DESCRIPTION OF DEMISED PREMISES |
| 7.1 |
Description of Demised Premises |
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It is hereby expressly declared and acknowledged that the description, position, location, measurement, boundaries and area of the Demised Premises as shown or given herein are believed but not guaranteed to be correct and the parties hereto hereby agree that any discrepancy thereof shall not entitle the Tenant to vitiate or terminate this Agreement nor shall it affect howsoever the obligations of the Tenant herein or be the subject of any claims whatsoever against the Landlord save and except as provided in Clause 7.2 with regard to the discrepancy in the area of the Demised Premises. |
| 7.2 |
Adjustments |
| 7.2.1 |
In the event that the area of the Demised Premises as determined by the Landlord's surveyor on or before the Handover Notice as defined in Clause 1.1 shall differ (whether as an increase or decrease in area) in |
excess of five per centum (5%) from the area as stated in Section 3 of the First Schedule, the Monthly Rental and the relevant Deposit(s) shall be adjusted accordingly thereto. Any such adjusted sum of monies found due from the Landlord to the Tenant shall be deemed and accepted by the Landlord as advance payment of the Monthly Rental and any such adjusted sum found due from the Tenant to the Landlord shall be paid within fourteen (14) days from the date of the Landlord's notice. The result of the survey by the
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Landlord's said surveyor shall be final, conclusive and binding on the parties hereto. |
| 7.2.2 |
For the purposes of measuring the area of the Demised Premises, the center line of all the party walls including the external walls between every two (2) individual premises shall be deemed the boundaries thereof and the area shall include the area occupied by any columns, pillars, built-ins and/or the Mechanical and Electrical services and provisions within the boundaries of the Demised Premises. |
| 8. |
COVENANTS BY TENANT WITH LANDLORD |
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The Tenant covenants and agrees with the Landlord to comply with the following in addition to the other covenants and stipulations on the part of the Tenant under or pursuant to this Agreement :- |
| 8.1 |
Taking Possession |
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To accept and take vacant possession of the Demised Premises together with the Landlord's Provisions, if any, as defined in Clause 1.1 on an "as is where is" basis on the proposed date for handover of vacant possession as stipulated in the Handover Notice and to be responsible and liable for the Demised Premises as from that date, whether or not the Tenant actually or physically takes vacant possession of the Demised Premises. |
| 8.2 |
Payment of Rental and Other Charges |
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To promptly and punctually pay the Monthly Rental and all other moneys to be paid at the time and in the manner aforesaid whether or not formally or legally demanded and free from all deductions, counter-claims and set-off. |
| 8.3 |
Increase in Outgoings |
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To forthwith pay on demand by the Landlord any increase in the municipal or other rates, quit rents, assessments, property taxes or other impositions of a like nature by whatsoever name called levied and imposed upon or in respect of or attributed to the Demised Premises over and above the amount levied and imposed at the date of this Agreement, such additional sum shall be proportionate to what the total area of the Demised Premises bears to the total net lettable area in VIVA MALL or such other method as may be advised by the Landlord's surveyor. |
| 8.4 |
Payment for Utility Charges etc. |
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To forthwith pay to the Landlord all charges for supply or consumption of water, electricity, sewerage, telephone charges and any other utilities in relation to the Demised Premises with effect from the commencement date of Fit-Out Period or Tenancy Commencement Date, whichever is the earlier. |
| 8.5 |
Permitted Use and Tenant's Trade Name |
| 8.5.1 |
To use the Demised Premises only for the permitted use as stated in Section 13(a) of the First Schedule ("the Permitted Use") and not for any other trade, business, activity, purpose or operations whatsoever and not to effect any change to the Permitted Use of the Demised Premises without the prior written consent of the Landlord at its absolute discretion. |
| 8.5.2 |
In the event that the Tenant shall use the Demised Premises for operating any food or beverage business, the Tenant shall at all times ensure strict compliance with all laws and regulations issued by the Appropriate Authority in connection with the operation of such business. Without prejudice to the generality of the foregoing, the Tenant shall act at all times to ensure the proper discharge and/or removal of all waste including in particular any oil, grease, fumes and any other related waste product. The Tenant shall ensure that no such waste shall be discharged into the drainage sewerage piping and/or ventilation system serving the Demised Premises, the Complex and/or the Land. |
| 8.5.3 |
To use the Tenant's Trade Name as stated in Section 13(b) of the First Schedule ("the Tenant's Trade Name") and not to change the same save with the prior written consent of the Landlord. |
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| 8.5.4 |
The Tenant and/or its appointed nominee, agent or related companies shall not use the words "VIVA MALL" and/or its logos and/or names in any form whatsoever including any written material, brochure, newspaper advertisements or displays without the prior written consent from the Landlord except in the address in the Tenant's letterheads, invoices, receipts or other instruments of similar nature. In the event that Landlord gives its written consent and furnishes the Tenant and/or its appointed nominee, agent or related companies with all necessary items, the copyright and proprietorship remains with the Landlord and the Landlord shall be entitled to take any suitable action or claim for damages suffered and/or costs incurred against the Tenant in the event of any such unauthorized use. |
| 8.6 |
Commencement and Opening for Business |
| 8.6.1 |
To commence the Permitted Use and business at the Demised Premises not later than the expiry of the Fit-Out Period, if any, or such other date as the Landlord may agree and notify in writing, whichever is the later ("the Business Commencement Date"), failing which, save and except where such delay has been attributed to any delay in the opening of VIVA MALL for business, the Tenant shall be liable to pay to the Landlord a penalty charges per day of Ringgit Malaysia One Thousand and Five Hundred (RM1,500-00) only which the Tenant undertakes to pay forthwith upon demand by the Landlord from the due date to the date of actual commencement of business and in any event without prejudice to the other rights, powers and remedies which the Landlord may have against the Tenant, including but without prejudice to those provided hereunder. |
| 8.6.2 |
At all times, to keep the Demised Premises open for business during the Normal Business Hours of VIVA MALL as defined in Clause 1.1 except in so far as: |
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(a) |
the Tenant has applied at least fourteen (14) days before the intention to do otherwise to the Landlord and the Landlord has given its prior written consent thereto, such consent to be given or withheld at the absolute discretion of the Landlord; |
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(b) |
the tenant is prevented from doing so by reason of destruction or damage to the Demised Premises by any insure risk; |
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(c) |
may be necessary for carrying out any major repairs, maintenance or renovation work to the Demised Premises as approved by the Landlord with all reasonable speed; |
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(d) |
to do so will be in breach of any other provision of this Agreement; and |
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(e) |
where the conduct of the Tenant's business from the Demised Premises is prohibited by any laws, by-laws, orders, statute, regulation, notices, requirements. |
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failing which, the Tenant shall be liable to pay to the Landlord a penalty charges of Ringgit Malaysia One Thousand (RM1,000-00) only per day or at its absolute discretion per occasion/non-compliance or per day for the entire duration of the occasion/non-compliance by giving written notice thereof to the Tenant, which the Tenant undertakes to pay forthwith upon demand by the Landlord and in any event without prejudice to the other rights, powers and remedies which the Landlord may have against the Tenant, including but without to those provided hereunder PROVIDED FURTHER THAT in the event that the Landlord is of the opinion that the Tenant's continuous breach/non-compliance is affecting the image and business of VIVA MALL and/or the other tenants, occupiers or owners, the Landlord shall be at liberty to terminate this Agreement in accordance with Clause 11. |
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Without derogating from the generality of the foregoing, the Landlord shall have the right and absolute discretion to: |
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(f) |
change the time of operation hours and days of VIVA MALL; or |
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(g) |
extend or reduce the Normal Business Hours |
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PROVIDED THAT the Landlord shall notify the Tenant of any such changes in the Normal Business Hours |
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and the Tenant shall ensure that its employees, servants, agents, representatives, workmen, contractors or any other personnel who wishes to enter the Demised Premises during such non-operational days and hours shall register with the security office of VIVA MALL and/or the Landlord, failing which the Landlord shall be entitled to prohibit such person(s) from entering. |
| 8.6.3 |
Notwithstanding anything to the contrary as may be contained herein, the Tenant hereby acknowledges and agrees that the Landlord shall have the absolute right, without any right by the Tenant to claim for compensation or damages or rebate, to declare VIVA MALL closed if so required by the Appropriate Authorities or for any emergency reasons, whether or not actual, perspective, real or apparent. |
| 8.7 |
Payment of Air-Conditioning Electricity Charges |
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To forthwith pay to the Landlord all charges for supply or consumption of electricity in relation to air-conditioner(s) in the Demised Premises with effect from the commencement date of Fit-Out Period or Tenancy Commencement Date, whichever is the earlier. |
| 8.8 |
Operation Outside Business Hours |
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Not to operate at the Demised Premises outside the Normal Business Hours unless given prior written consent to do otherwise by the Landlord and/or if applicable, the Management/MC in their absolute discretion. In the event consent to operate outside the Normal Business Hours is given by the Landlord and/or the Management/MC to the Tenant, the Tenant shall have the rights to access to lifts and/or escalator services, water and electricity supplies to such part(s) of the Common Property and the operation of the car parks SUBJECT ALWAYS TO the due compliance at all times by the Tenant of Clauses 8.22 and 8.24 and further subject to the following:- |
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(a) |
the tenant shall pay to the Landlord and/or if applicable, the Management/MC additional charges in such amount and at such rate as may be determined by the Landlord and/or the Management/MC in their absolute discretion at any time and from time to time taking into account the costs and expenses in the provision of such lifts and/or escalator services, water and electricity supplies to such part(s) of the Common Property, the operation of the car parks and the employment of security personnel outside the Normal Business Hours by the Landlord and/or the Management/MC but SUBJECT ALWAYS TO the provisions of this Agreement. Without derogating from the generality of the foregoing, in the event however of the Tenant requiring provisions of air-conditioning outside the Normal Business Hours of VIVA MALL to be notified by the Tenant in writing to and/or is/are not operated and administered by the Tenant, the Tenant shall forthwith pay to the Landlord and/or the Management/MC additional charges for the same ("the Additional Air-Conditioning Charges") in the amount and the rate as may be determined by the Landlord and/or the Management /MC in their absolute discretion at any time and from time to time; and |
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(b) |
notwithstanding Clause 8.8(a) and without limiting or prejudicing in any way the right of the Landlord and/or if applicable, the Management/MC under Clause 17, the Landlord and/or the Management/MC shall be entitled to restrict the right of the Tenant or any of the Tenant's Authorized Persons to use or to enter upon the entrances, exits, vestibules, staircases, landings, corridors, passages, water, closets, lavatories, lifts, escalators and other like facilities and amenities and any part of VIVA MALL and/or the Land outside the Normal Business Hours to those of if any specified by the Landlord and/or the Management/MC as the same shall be working and access to VIVA MALL, the Land and/or the car parks generally and to the Demised Premises shall only be permitted if the person seeking such access complies with all security procedures, if any, required by the Landlord and/or the Management/MC. |
| 8.9 |
Display |
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To install and maintain at all times displays of merchandise in the display windows/areas and showcases (if any) of the Demised Premises and shall, unless prevented by cause beyond its control, keep the same and signs (if any) in the Demised Premises well-lit during the Normal Business Hours or to such other time of the day as the Landlord shall at any time and from time to time prescribe in the rules and regulations or upon written |
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request by the Landlord. The Tenant shall further immediately upon receipt of notice from the Landlord remove or alter any of such display windows/areas and showcases or display of merchandise, which in the absolute opinion of the Landlord may impair the name, reputation or standing of VIVA MALL or the Landlord. |
| 8.10 |
Upkeep and Maintenance of Demised Premises |
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To keep and maintain the entire interior of the Demised Premises including the Tenant's Provisions (if any) and Landlord's Provisions (if any) and the fan coils, doors, windows, floors, ceilings, walls, locks, fastenings, electrical wiring, power and light fittings, cables, pipes, ducts and vents in clean, good and tenantable condition and repair (fair wear and tear only excepted), to keep the interior woodwork properly stained, varnished and polished and the window/glass panes cleaned and to replace all the above with replacements of the same or equivalent quality as and when they may have been damaged, soiled or rendered unserviceable, including but not limited to blown or fused lights, bulbs and/or fluorescent tubes, broken glass, exterior show windows, lighting, electrical and mechanical equipment, plumbing and/or drainage in or upon the Demised Premises at all times and at the Tenant's own costs and expenses. |
| 8.11 |
Access to Demised Premises for Purposes of Inspection and Repairs |
| 8.11.1 |
To permit the Landlord and/or if applicable, the Management/MC or their duly authorized employees, servants, agents, representatives, contractors with or without workmen and others upon giving previous reasonable notice in writing and at all reasonable times (except in the case of emergency whereupon the rights of the Landlord and/or the Management/MC herein may be exercised at any time and without prior notice) to enter upon and examine the condition of the Demised Premises and to do structural or external repairs and/or renovations to the Demised Premises, the neighbouring premises, VIVA MALL or any part(s) of the Land which are not conveniently accessible otherwise than from or through the Demised Premises and to lay and fix and lead in through, under or above the Demised Premises all such wires, cables and ducts for electricity, air-conditioning installation, fire services (if any) and pipes for water, gas, waste and sewerage as may be laid, fixed and led in through, under or above the Demised Premises for the general purposes of installing, adding, repairing, removing and/or replacing all or any of such wires, cables, ducts and pipes whatsoever in relation to the Demised Premises, the neighbouring premises, VIVA MALL or any part(s) of the Land. Provided Always that the Landlord shall use all reasonable endeavors so not to interfere with the Tenant's use of the Demised Premises in the exercise of the rights granted in this Section. Both parties agreeable the Landlord to provide the authorized employees before 10am or after 10pm provided any entry or works carried out by the Landlord to or at demised premises are with minimum disruptions to tenant's business |
| 8.11.2 |
Upon such inspection, the Landlord may also serve on the Tenant a notice in writing specifying any repairs and/or replacement for which the Tenant is liable under this Agreement and requiring the Tenant to undertake seven (7) days upon receipt of such notice or the repair work or rectification on period by tenant shall be determined based on extent of damage or repair work entitled from the Landlord execute the same failing which the Landlord shall be entitled but not obliged to enter the Demised Premises and to execute such repairs and/or replacement and the costs and expenses thereof shall be a debt due from the Tenant to the Landlord and shall be forthwith recoverable as such. |
| 8.12 |
Electrical and Other Additions |
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Not to install, fix, add, remove and/or vary electrical sockets, plugs, power points, electrical appliances and/or wiring without the prior written consent of the Landlord and/or if applicable, of the Management/MC at their absolute discretion and if such consent is given, the same may be subject to such conditions as the Landlord and/or the Management/MC shall in their absolute discretion deem fit to impose. The Tenant shall also be responsible for obtaining at its own costs and expenses all requisite consent(s) from the Appropriate Authorities for the same. Without derogating from the generality of the foregoing, the Tenant shall, upon seeking the consent of the Landlord and/or the Management/MC and at its own costs and expenses, deliver a certificate from a qualified electrical engineer acceptable to the Landlord and/or the Management/MC that such installation, fixing, addition, removal and/or variation shall not overload, interfere with or cause damage to the power supply or to any existing electrical installations and wiring or the heating, cooling and/or ventilation system, if any, in the Demised Premises, VIVA MALL and/or any other part(s) of the Land. |
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| 8.13 |
Alteration, Obstruction and Damage |
| 8.13.1 |
Not to make or allow any Fit-Out/Renovations Works whatsoever to be carried out in respect of the Demised Premises without the prior written consent of the Landlord and/or if applicable, the Management/MC at their absolute discretion and if such consent is given, the same may be subject to such conditions as the Landlord and/or if applicable, the Management/MC shall in their absolute discretion deem fit to impose. |
| 8.13.2 |
Not to obstruct, damage, mark, deface or allow to be obstructed, damaged, marked or defaced the Demised Premises and/or the various entrances, stairways, corridors, passages, lifts, escalators and all other part of VIVA MALL and/or the Land. In the event that this is obstruction, damage, marking or defacement caused by the Tenant or any of the Tenant's Authorized Persons, the Tenant shall forthwith notify the Landlord and/or if applicable, the Management/MC of the same and at the written request of the Landlord and/or the Management/MC immediately remedy such obstruction, damage, marking or defacement, failing which, the Landlord and/or the Management/MC shall be entitled but not obliged to remedy such obstruction, damage, marking or defacement and if required, to enter the Demised Premises whereupon the costs and expenses incurred shall be a debt due from the Tenant to the Landlord and/or if applicable, and shall be forthwith recoverable as such. |
| 8.14 |
No Excessive Noise |
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At all times to control the sound or noise level created from the activities at the Demised Premises so as not to create any disturbances or inconvenience to any of the other tenants, occupiers or owners and the Landlord and/or if applicable, the Management/MC. The noise level shall be moderate and must also be acceptable to both the public and the Appropriate Authorities. |
| 8.15 |
No Blocking of Windows and Lights |
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Not to block, darken, cover or obstruct any of the display windows, doors, glass, walls or any windows which reflect or let in light into the Demised Premises or VIVA MALL except with the prior written consent of the Landlord and further not to open any windows except during a breakdown or the air-conditioner plant or for purposes of cleaning the same or for the preservation of lives of the Tenant's Authorized Persons. |
| 8.16 |
Discharge and Flooding |
| 8.16.1 |
Not to discharge or permit or suffer to be discharged into any of the pipes serving the Demised Premises or any part of VIVA MALL and/or the Land any oil, grease or other deleterious matter or any substance which might become a source of danger or injury to any person or the drainage system of VIVA MALL, the Land or any adjoining properties or the environment. |
| 8.16.2 |
Not to cause or permit or suffer any overflowing, flooding, damage, blocking or stoppage to the drains, pipes, toilets, drainage or sewerage system in and around the Demised Premises, VIVA MALL and/or the Land. Where any such overflowing, flooding, damage, blocking or stoppage as aforesaid is caused by the Tenant or any of the Tenant's Authorized Persons, the Tenant shall remedy the same forthwith, failing which, the Landlord and/or if applicable, the Management/MC shall be entitled immediately to enter the Demised Premises, if necessary and to remedy such overflowing, flooding, damage, blocking or stoppage whereupon the costs and expenses incurred shall be a debt due from the Tenant to the Landlord and/or the Management/MC and shall be forthwith recoverable as such. |
| 8.17 |
Conveyance of Waste Material |
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To use the designated service lifts only for the transportation of properly packed refuse, rubbish or waste material of any description whatsoever. All such refuse, rubbish or waste material shall be disposed at the Tenant's own costs and expenses and at the designated rubbish disposal bins or facilities provided by the Landlord and/or if applicable, the Management/MC and the Tenant shall take all reasonable steps not to litter any part of the service lifts or any other part(s) of VIVA MALL and/or the Land or otherwise encumber or |
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obstruct the same and shall keep the Demised Premises, VIVA MALL and the Land in a clean and sanitary condition. The Tenant shall at all times observe and comply with the notices, directions, rules and regulations at any time and from time to time laid down by the Landlord and/or the Management/MC for or relating to the collection, removal, disposal and/or destruction of refuse, rubbish or waste material. |
| 8.18 |
Use of Lifts and Delivery and Conveyance of Tenant's Goods |
| 8.18.1 |
To use the passenger lifts only for conveyance of persons and their light articles such as brief cases, attached cases and handbags and not to place or take into the passenger lifts any baggage, goods, furniture, machine, machinery or heavy objects to be conveyed via the service lifts but if no such separate service lifts are provided, the passenger lifts may be used for the purpose stipulated in sub-Clause 8.18.2 but only with the prior written consent of the Landlord and/or if applicable, the Management/MC and subject to such conditions imposed by the Landlord and/or if applicable, the Management/MC at their absolute discretion. |
| 8.18.2 |
To conduct and/or effect the delivery and movement of all and any of the Tenant's Goods at the designated loading area or service door or lift specified by the Landlord and/or if applicable, by the Management/MC for such use only and not through any escalators or lifts in VIVA MALL and any other part(s) of the Land and during or between such hours as may be stipulated by the Landlord and/or the Management/MC at any time and from time to time at their absolute discretion. |
| 8.19 |
Heavy Objects |
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Not to bring or permit to bring any machine, machinery or other heavy objects of any nature whatsoever onto the Demised Premises or any part of VIVA MALL and/or the Land exceeding the permissible loading of the floor slab without the prior written consent of the Landlord and/or if applicable, of the Management/MC in their absolute discretion and the decision of the Landlord, its surveyor, architect, engineer or consultants shall be final, conclusive and binding on the parties hereto and in the event of such consent being given the Tenant shall place such machine, machinery or other heavy objects only in positions approved by the Landlord and/or the Management/MC. |
| 8.20 |
Tenant's Signage etc. |
|
Not to: |
|
(a) |
affix, paint, hang, expose or otherwise exhibit on the Demised Premises or any part(s) thereof or on the exterior walls or on interior or exterior surface of windows, doors or roofs thereof any sign, signage, signboard, symbol, name-plate, placard, advertisement, poster, material, lettering, decoration, external sign, name sign strobe lights or color lights of any kind, neon light or other light on or behind the frontage boundary or display windows, glass or roller shutters or hoardings, or any other object or thing whatsoever whether permanent or temporary; and |
|
(b) |
display any sign, wordings or banner relating to any letting or tenancy of the Demised Premises or the end of the Tenancy herein or the closing down of the Tenant's trade or business or which in the reasonable opinion of the Landlord is offensive or defamatory; |
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save that the Tenant shall be entitled during the subsistence of the Tenancy herein and at its own costs and expenses to have the Tenant's Trade Name shop-front signage and if applicable, external signage displayed at such location and in such form, character and dimension as expressly allowed under this Agreement which shall be submitted to the Landlord for approval simultaneously with its submission of the said Plans under Clause 4.1(c) and/or approved and determined by the Landlord and/or if applicable, the Management/MC at any time and from time to time and without prejudice to the right of the Landlord under Clause 8.21 PROVIDED THAT the Tenant shall bear all cost and expenses of installing and affixing such external signage and that the electricity supply thereto shall be connected to the Tenant's sub-meter. |
| 8.21 |
Removal of Display |
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Upon notice by the Landlord to the Tenant, the Tenant shall rectify and/or remove or alter any display or any signboard, name-plate, placard, advertisement, poster or thing whatsoever which infringe or violate the |
|
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laws, by-laws, orders, notices and requirements currently and/or hereinafter enforced by the Appropriate Authorities, or the trademarks, copyrights, patents or any intellectual proprietary rights of any third party(ies) and to make good any damage or disfigurement thereby caused at the Tenant's own costs and expenses failing which the Landlord shall be entitled but not obliged without further notice to the Tenant to enter the Demised Premises and/or to remove any such display, signboard, name-plate, placard, advertisement, notice, poster or thing whatsoever whereupon the costs and expenses incurred shall be a debt due from the Tenant to the Landlord and shall be forthwith recoverable as such. |
| 8.22 |
Compliance with Statutory Provisions and Directives |
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Both Parties shall At all times endeavor to observe and comply with all by-laws, laws, orders, directives, notices and requirements currently and/or hereinafter enforced by the Appropriate Authorities, affecting the Demised Premises, the Permitted Use or the health, safety and welfare of persons employed to work in the Demised Premises. The Tenant or Landlord shall also forthwith deliver to the Landlord or the Tenant a copy of any and every notice served on the Tenant by the Appropriate Authorities pursuant to this Clause 8.22. A breach of any one or more of the aforesaid shall be a breach of condition of this Agreement and the Tenant shall be given 14 days to rectify the breach. |
| 8.23 |
Compliance with Rules and Regulations of Landlord |
|
At all times to observe and conform and to cause all the Tenant's Authorized Persons to observe and conform with all rules, regulations, restrictions and instructions as or may be imposed and issued at any time and from time to time by the Landlord and/or if applicable, the Management/MC at their absolute discretion for the proper management and running of VIVA MALL and the Land and/or governing the use enjoyment and care of VIVA MALL, the Common Property, the Demised Premises and/or all the other individual premises in VIVA MALL and other parts of the Land and/or the conduct of the Tenant and/or the other tenants, occupiers or owners and/or others. These rules, regulations, restrictions and instructions may be varied at any time and from time to time at the absolute discretion of the Landlord and/or the Management/MC and are deemed duly notified to the Tenant by way of a general notice thereof served in accordance with the provisions of this Agreement or put up on the designated notice board in the Complex or VIVA MALL and a breach of any one or more of the provisions of such rules, regulations, restrictions and instructions shall be a breach of condition of this Agreement. |
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In the event the Tenant breaches any of the Rules and Regulations stated herein, including but not limited to Clause 8 of this Agreement, the Landlord shall be entitled to charge the Tenant a penalty at the rate determined at the Landlord's absolute discretion, but without prejudice to the Landlord's rights to terminate this Agreement and claim damages and compensation from the Tenant. |
| 8.24 |
Licences and Approvals for Business |
| 8.24.1 |
To apply for, obtain and maintain at the Tenant's own costs and expenses and to submit to the Landlord copies of all licences, permits, approvals, registration and other consents required by the Appropriate Authorities for the carrying on or conduct of the Permitted Use or the Tenant's trade or business in the Demised Premises. |
| 8.24.2 |
The Landlord does not warrant or undertake to the Tenant that the Tenant shall be able to use the Demised Premises for the purpose intended or contemplated by the Tenant and the failure of the Tenant to obtain permission from the Appropriate Authorities, if required, for such use of the Demised Premises as is intended or contemplated by the Tenant shall not annul this Agreement nor shall it affect howsoever the obligations of the Tenant herein or be the subject of any claims whatsoever against the Landlord. |
| 8.25 |
[DELETED] |
| 8.26 |
Security of Demised Premises |
| 8.26.1 |
To be solely responsible for the security of the Demised Premises and for the proper locking and securing of the doors and windows of the Demised Premises and shall be solely responsible for the safe-keeping of all items, goods, equipment, furniture, fittings, fixtures and belongings situated in or upon the Demised Premises against theft, burglary, accident or damage. |
|
| 8.26.2 |
In the event that the Tenant shall employ any security guards to guard the Demised Premises subject to the prior written consent of the Landlord and/or if applicable, the Management/MC, to ensure that the security guards shall comply with all notices, directions, rules and regulations laid down by the Landlord and/or the Management/MC. The Tenant shall be solely responsible and liable for any act, omission misconduct, misuse, abuse, default, negligence or carelessness of the security guards. |
| 8.27 |
Prohibited Use |
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Not to use or cause or permit to be used in the Demised Premises or any part thereof for any illegal, unlawful or immoral purposes or for any other purpose which may adversely affect the interest or image of the Landlord and/or if applicable, the Management/MC and/or the reputation of VIVA MALL as quality retail, office and commercial center and not to do or permit to be done any act or thing which may be or become a nuisance or annoyance or in any way interfere with the quiet occupation and comfort of the Landlord, the Management/MC and/or any of the other tenants, occupiers or owners, including but without limitation to the following trades or businesses :- |
|
(a) |
any trade or business which involves gambling in any form; |
|
(b) |
a place for public or private auction; |
|
(c) |
any massage parlour, social escort agency, nightclub or any related activities without the prior written consent of the Landlord; |
|
(d) |
brothel operation, immoral or other related activities; |
|
(e) |
operation of political activities; |
|
(f) |
a place for funeral or religious services of any nature whatsoever or any trade or business relating to funeral, religious or supernatural matter; |
|
(g) |
any trade or business which involves unlawful or illicit drugs or any other drugs without the relevant licence therefor; |
|
(h) |
any trade or business which emits, accumulates and disseminates any unpleasant odour or which accumulates dirt, rubbish or debris or causes nuisance to the general public and the neighbouring tenants, occupiers or owners; |
|
(i) |
any trade or business dealing with substances and chemicals of an explosive and dangerous character and their by-products; |
|
(j) |
any trade or business which infringes or violates the trademarks, copyrights, patents or any intellectual proprietary rights of any third party(ies); and/or |
|
(k) |
any trade or business which infringes or violates any of the laws of Malaysia. |
| 8.28 |
Contagious Disease or Illness |
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To forthwith notify the Appropriate Authorities when the Tenant becomes aware that any of the Tenant's Authorized Persons or others being infected with any ailment, sickness or disease which is contagious had been upon the Demised Premises and if so required by the Landlord forthwith to have the Demised Premises fumigated at the costs and expenses of the Tenant. |
| 8.29 |
Pests |
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To keep the Demised Premises free and clear of vermin, rodents, insects and pests and in breach whereof it shall be lawful but not obligatory for the Landlord to engage such firm of pest exterminators to carry out |
|
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periodic inspections of the Demised Premises and take such steps and precautions as may be necessary to rid the Demised Premises of such rodents, insects and pests at the costs and expenses of the Tenant. |
| 8.30 |
Animals |
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To ensure that no pets and/or animals shall be kept and/or brought into the Demised Premises, VIVA MALL and/or the Land. |
| 8.31 |
Food/Cooking |
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Not to permit any cooking in the Demised Premises nor permit, without the prior written consent of the Landlord and/or if applicable, the Management/MC, the vendors of food or drink or the employees, servants, agents, representatives, workmen, contractors, licensees, invitees, visitors of such vendors to bring onto the Demised Premises, VIVA MALL or any part(s) thereof food or drink except where the Permitted Use of the Demised Premises requires otherwise. |
| 8.32 |
Sleeping in Demised Premises |
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Not to use or permit the Demised Premises or any part thereof to be used as a place of accommodation or for residential purposes and in particular not to permit or suffer anyone to sleep in the Demised Premises. |
| 8.33 |
Dangerous Materials |
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Not to store or bring, burn or put up upon the Demised Premises or any part of VIVA MALL and/or the Land incense, joss sticks, alter, oil lamps, weapons, arms ammunition or unlawful goods, gun powder, saltpetre, kerosene and/or any other explosive or combustible substances whatsoever and/or any items which are banned in Malaysia. |
| 8.34 |
Interference with Equipment |
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Not to interfere with or attempt to control any part of the lighting, fire alarm systems, sprinkler systems, escalator, air-conditioning equipment or any other machinery or equipment of the Landlord installed in the Demised Premises, VIVA MALL and/or the Land. |
| 8.35 |
Tenant's Insurance |
| 8.35.1 |
To, at its own costs and expenses, insure and keep insured at all times (including during Fit-Out Period, if any) with a good and reputable insurance company the following insurance in relation to the Demised Premises: |
|
(a) |
Public Risk |
|
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A policy covering public liability and risk which shall: |
|
|
(i) |
be in the name of the Tenant, any person in connection with the business & occurring within the demised premises and provide for a minimum cover of Ringgit Malaysia Two Million (RM2,000,000-00) only or such other amount as the Landlord may in its absolute discretion stipulate for each accident, claim or event; |
|
|
(ii) |
extend to cover any liability for the death or injury to any person or damage to any person's property sustained when such person is using or entering or near any entrance, passage, stairway, display or display window to, into or of the Demised Premises, or sustains the death, injury or damage as a result of an act, omission misconduct, misuse, abuse, default, negligence or carelessness of the Tenant or its employees, servants, agents, representatives, workmen, contractors, licensees or invitees, or sustains the death, injury or damage as a result of consuming food or drink supplied on or from the Demised Premises or as a result of merchandise, goods or service sold on or from the Demised Premises; |
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|
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(iii) |
require the insurance company and the Tenant to give the Landlord at least one (1) month written notice before either cancellation of the policy or a reduction of its level or extent of cover; |
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(iv) |
contain a clause providing that any claims made by any of the insured parties against any other shall be treated as though the claimant were not an insured party (i.e. a cross-liability provision) |
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(v) |
provide cover which is primary as stated in 8.35.1 (a) (i) and not contributory with any policies effected by the Landlord or its managers, employees, servants, agents, representatives, workmen and contractors. |
|
(b) |
Glass (if applicable) |
|
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A policy in the name of Tenant, any person in connection with the business & occurring within the demised premises covering the breakage of any glass on the Demised Premises. The Tenant agrees that all money received under the insurance policy shall be expended in reinstating the damaged glass and if such money is insufficient to the cost of reinstatement, the Tenant shall reinstate the damaged glass at its own costs and expenses to the Landlord's satisfaction. |
|
(c) |
Fittings and Stock |
|
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A policy insuring the Tenant's Goods and all other chattels (on a replacement or reinstatement basis), stock-in-trade (on a market value basis), items, goods, equipment, furniture, fittings, fixtures and belongings situated in or upon the Demised Premises including: |
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(i) |
an extension to include the removal of debris for a reasonable sum; |
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(ii) |
an extension covering all damage to the property of the Tenant arising out of sprinkler discharge or a faulty sprinkler system howsoever arising from any circumstances whatsoever; and |
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(iii) |
coverage of consequential loss in the Demised Premises against risk of loss or damage by fire, theft, storm, flood, or any other inevitable accidents or unforeseen events and against all such other risks deemed fit and necessary. |
|
(d) |
Workmen's Compensation |
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Workmen's compensation and/or other insurance with statutory limits as required by any law or statute and/or employer's liability insurance to provide for payments to the Tenant's employees and any persons located at any time on or in the Demised Premises for the purpose of the conduct of the Tenant's trade or business or other works. All such insurance shall be endorsed to indemnify the Landlord against any liability which the Landlord may incur under any such law, statute or regulation made there under. |
| 8.35.2 |
To upon request submit to the Landlord copies certified as true by the relevant insurance company(ies) of the aforesaid insurance policies (including policies upon any renewal thereof), certificates, endorsement slips, receipts for payment of the premiums and such other necessary documentation and shall keep the Landlord notified in the event of any cancellation or modification of any of the said insurance policies or the terms thereof. PROVIDED ALWAYS THAT where it is deemed necessary at the Landlord's absolute discretion, the Landlord may require the Tenant to increase the level, scope, extent and amount of such insurance coverage. |
| 8.35.3 |
To pay extra insurance premiums and statutory and charges of insurance on the Demised Premises and/or fixtures and fittings of the Landlord and/or in the Demised Premises and/or in VIVA MALL or any part thereof due to extra risk caused or suffered by the use to which the Demised Premises is put by the Tenant. |
|
| 8.35.4 |
To comply with the insurance, sprinkler and fire alarm regulations related to the use of the Demised Premises and pay to the Landlord the cost of any alterations to the sprinkler or fire alarm installation which may become necessary by reason of the non-compliance by the Tenant with the aforesaid regulations or the requirements of the Landlord's insurer or both of them. |
| 8.36 |
Acts Affecting Insurance Policies |
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Not to do, permit or suffer to be done anything whereby any policy(ies) of insurance on the Demised Premises, VIVA MALL and/or the Land against damage by fire or any other risks may become void or voidable or whereby the premium thereon may be increased and to make good all damages as may be suffered by the Landlord and/or if applicable, the Management/MC whether paid by the Landlord and/or the Management/MC by way of increased premium or otherwise and all costs and expenses incurred by the Landlord and/or the Management/MC in or about any renewal of such policy(ies) of insurance rendered necessary by a breach or non-observance of this Clause 8.36 without prejudice to such other rights and remedies of the Landlord and/or the Management/MC against the Tenant. |
| 8.37 |
Sub-Letting |
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Not to sub-let or otherwise part with the actual or legal possession or use of the Demised Premises or any part thereof or assign, transfer or otherwise deal with the Tenancy herein in any manner or guise whatsoever to or in favour of any other party except with the Landlord's prior written consent, such consent to be given or withheld at the absolute discretion of the Landlord. In the event the Tenant shall breach the |
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covenant in this Clause 8.37, the Landlord shall be entitled (but not obliged) to collect from the assignee, transferee, sub-tenant or other person in possession of the Demised Premises all rents and other monies payable by such person in respect of the Demised Premises but without prejudice to the rights, powers and remedies which the Landlord may have against the Tenant in respect of or arising from such breach on the part of the Tenant. Any collection of rent and other monies as aforesaid shall not be deemed to be an acceptance by the Landlord of any such person as having any right or interest whatsoever in or to the Demised Premises or the Tenancy herein or a waiver of the breach on the part of the Tenant. |
| 8.38 |
Mail-Box |
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To maintain throughout the term of the Tenancy herein a mail-box at VIVA MALL as may be allocated by the Landlord to the Tenant subject to availability and to keep the mail-box in a neat, clean and good condition and repair at the Tenant's own costs and expenses and comply with all rules and regulations governing the use of the same as imposed or may be issued and imposed at any time and from time to time by the Landlord at its absolute discretion. Upon the expiration or the earlier determination of the Tenancy herein, the Tenant shall yield up possession of the mail-box complete with its locks and keys to the Landlord and in a clean and good condition (fair wear and tear excepted) failing which the Landlord shall be entitled to break open the mail-box and replace its locks and keys and/or repair the mail-box and all costs and expenses thereof shall be borne by the Tenant and payable to the Landlord forthwith upon demand. In any event, the Tenant hereby acknowledges that the Landlord and/or if applicable, the Management/MC shall not be in any way responsible for any loss or damage of the contents therein. |
| 8.39 |
Payment of Service Charges |
| 8.39.1 |
To pay to the Landlord and/or Management/MC on or before the seventh (7th) day of each and every calendar month in advance with effect from the Rent Commencement Date the sum of money as stated in Section 8(b) of the First Schedule ("the Service Charges") being the fees, charges, costs and expenses incurred and to be levied by the Landlord and/or Management/MC for the services rendered by the Landlord and/or Management/MC in respect of the maintenance, management, administration, operation, control and upkeep of the Common Property and/or Demised Premises for the usage and enjoyment thereof by the Tenant jointly with other tenants, occupiers or owners of the Outlets in VIVA MALL in accordance with Clause 17.1, including but not limited to: |
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(a) |
all taxes (including land tax but excluding any income tax), rate assessments, duties, levies, impositions and fees imposed on and payable in respect of the Demised Premises; |
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(b) |
the rates, costs and charges for the supply and use of water in the Common Property and for sewerage and drainage to or from the Demised Premises; |
|
(c) |
payment of insurance premium payable on the Demised Premises (excluding the Tenant's Goods and any other items, goods, equipment, furniture, fittings, fixtures and belongings situated in or upon the Demised Premises not belonging to the Landlord); |
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(d) |
all costs including wages incurred for the services rendered by the Landlord and/or Management/MC in respect of the maintenance, management, administration, operation, control and upkeep of the Common Property and/or Demised Premises; |
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(e) |
all charges of supply, consumption, operation, maintenance, management or replacement of air-conditioner(s), air fitters, humidifier and ventilation or for providing lighting electricity, gas or fuel to the Common Property, if applicable; |
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(f) |
all costs of operating, servicing, maintaining, repairing, upgrading and replacing the Landlord's equipment, plants, furniture, fittings and fixtures within or surrounding the Demised Premises; |
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(g) |
all costs of repairing, maintaining, painting or cleaning the exterior of the Demised Premises; |
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(h) |
all costs of cleaning and maintaining (including where applicable all costs of repair and replacement) the Common Property including the bulk head, signs and the exterior of the Demised Premises including the costs of removing any rubbish and/or the costs (including rent, interest charges, wages and removal costs) of operating any garbage removal service and garbage compacting service for the Demised Premises whether within the Demised Premises or elsewhere; |
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(i) |
all costs associated with administering, operating, managing, maintaining and servicing the lifts, escalator, fire detection and extinguishing equipment, security equipment, air-conditioner and other equipment, toilet, water closets, washroom and toilet requisites within the Common Property and/or Demised Premises including the costs of employing personnel to operate such services; |
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(j) |
all costs of operating and providing any services fro the benefits of the Demised Premises or the Tenant or the other owners, occupiers and/or tenants of VIVA MALL such as if applicable security and/or caretaking, landscaping and/or gardening services, providing and maintaining decorative aesthetic or commercial features of the Common Property; |
|
(k) |
any other costs (including administrative cost) reasonably and properly incurred by the Landlord in the operation, management and/or maintenance of the Demised Premises but excluding any contributions which the Landlord may make for the benefit of the Demised Premises. |
| 8.39.2 |
The Service Charges is payable by the Tenant without any deductions, counterclaims and set-off and whether or not formally or legally demanded. |
| 8.39.3 |
In the event of any increase in any of the outgoings, costs and expenses as described in the definition of the Service Charges, the Landlord shall be entitled to increase the Service Charges accordingly. |
| 8.40 |
Soliciting in Common or Parking Area |
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Not under any guise or pretext whatsoever to conduct or solicit for or permit any person to conduct or solicit for the Tenant's business or distribute or display or cause to be distributed or displayed any pamphlets or other advertising materials whatsoever on any part of the common areas or parking areas of VIVA MALL or the Land without the prior written consent of the Landlord and/or if applicable, of the Management/MC in their absolute discretion. |
| 8.41 |
Renovation in Demised Premises |
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If the Landlord enters into the Demised Premises to carry out any renovation, there shall be minimal disruption to the Tenant's business operation, for example to carry out renovation during non-business hour, or if during business hour and if the Tenant is not able to operate, then the rental shall be suspended. |
| 8.41.1 |
To permit the Landlord and/or if applicable, the Management/MC or their duly authorized employees, servants, agents, representatives, workmen or contractors to enter upon the Demised Premises upon giving prior reasonable notice to carry out any renovation or other works to the walls, ceilings, floors and the windows of the Demised Premises for the overall plan of any further development or otherwise as may be undertaken on the Land or in or to the Complex or VIVA MALL. |
| 8.41.2 |
In the event that, in the course of or as a result of such renovation or other works carried out in the Demised Premises or on the Land or in or to the Complex or VIVA MALL, the area of the Demised Premises shall differ (whether as an increase or decrease in area) from the area as stated in Section 3 of the First Schedule, the discrepancy thereof shall not entitle the Tenant to vitiate or terminate this Agreement nor shall it affect howsoever the obligations of the Tenant herein or be the subject of any claims whatsoever against the Landlord save and except that the Monthly Rental and the relevant Deposit(s) shall be adjusted accordingly thereto and any sum of moneys found due from one party to the other shall be paid or refunded, as the case may be, within fourteen (14) days from the date of the Landlord's notice to the Tenant. The result of the survey by the Landlord's surveyor shall be final, conclusive and binding on the parties hereto. |
| 8.42 |
Inspection by Prospective Tenants prior to Determination |
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At any time during six (6) months immediately preceding the expiration or the earlier determination of the Initial Term or the relevant Renewal Term, as the case may be, to permit intending and prospective tenants or others with written authority from the Landlord upon giving prior reasonable notice at reasonable times of the day to enter and view the Demised Premises |
| 8.43 |
Restoration |
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By the expiration or the earlier determination of the Tenancy herein and at the Tenant's own costs and expenses, unless otherwise required by the Landlord in writing to the Tenant, to restore, to the Landlord's satisfaction, the Demised Premises, the Tenant's Provisions (if any) and Landlord's Provisions (if any) and all other items, equipment, fixtures and fittings therein belonging to the Landlord to its original state and condition and in clean, good and tenantable repair and condition, to remove any signage, signboard, name-plate, placard, advertisement, notice, poster or thing whatsoever erected, painted, displayed, affixed or exhibited at, upon, to or within the Demised Premises or any other part(s) of VIVA MALL by the Tenant or otherwise and to remove from the Demised Premises all the Tenant's Goods or otherwise (save for those items belonging to the Landlord). Such restoration and works shall be carried out on or before the expiration or the earlier determination of the Tenancy herein, failing which the Landlord shall be at liberty to carry out such restoration and works and the costs and expenses thereof shall be borne by the Tenant and payable to the Landlord forthwith upon demand and the same shall not limit or prejudice in any way the other rights, powers and remedies conferred upon or accruing to the Landlord, including but without limitation to those provided in Clauses 11.5 and 11.6. This cost will be treated as debt due to the Landlord and is recoverable by the Landlord by setting off against the Deposits and PROVIDED ALWAYS THAT this shall not deem to be a waiver of any of the Landlord's rights whether herein contained or by law to recover any of the aforesaid costs and expenses or any balance thereof. |
| 8.44 |
Yield Up |
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At the expiration or the earlier determination of the Tenancy herein, to peaceably and quietly yield up the Demised Premises together with all the Tenant's Provisions and Landlord's Provisions and fixtures, fittings, fastenings, matters and things thereto with all locks and keys complete to the Landlord in accordance with the provisions of this Agreement, including but without limitation to Clause 8.43. |
| 8.45 |
Tenant's Provisions (If Any) |
|
|
If applicable, to install or provide or cause to install or provide the provisions, if any, as described in Appendix C annexed hereto in relation to the Demised Premises ("the Tenant's Provisions") and the Tenant shall be responsible at its own costs and expenses and at all times to keep the same in good and tenantable condition and repair. |
| 9. |
COVENANTS BY THE LANDLORD |
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The Landlord hereby covenants and undertakes with the Tenant as follows:- |
| 9.1 |
Landlord's Provisions (If Any) |
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If applicable, the Landlord shall install or provide or cause to install or provide the provisions, if any, as described in Appendix B annexed hereto in relation to the Demised Premises ("the Landlord's Provisions") and the Tenant shall be responsible at its own costs and expenses and at all times to keep the same in good and tenantable condition and repair. |
| 9.2 |
Services and Upkeep of Common Property |
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SUBJECT ALWAYS TO the Tenant having duly complied with all of its covenants and stipulations in or pursuant to this Agreement and subject further to Clauses 17 and 24, the Landlord shall or if applicable, shall ensure that the Management/MC shall :- |
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(a) |
provide such lifts, escalators and air-conditioning services to such part(s) of the Common Property as defined in Clause 1.1 at least during the Normal Business Hours for use by the Tenant in common with all others whom the Landlord and/or if applicable, the Management/MC may allow to use the same; |
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(b) |
supply water and/or electricity for use in the entrances, exits, vestibules, staircases, landings, passages, corridors, lavatories and such other part(s) of the Common Property at least during the Normal Business Hours and keep the same clean for use by the Tenant in common with all others whom the Landlord and/or if applicable, the Management/MC may allow to use the same; |
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(c) |
maintain, upkeep, replaces and repairs whenever necessary the roof main structures, floors, external walls, mains, drains, pipes, wiring, cables and other parts of the Common Property and the lifts, escalators and main air-conditioning plant in good and proper repair and condition at such times and in such manner as the Landlord and/or if applicable, the Management/MC shall in their absolute discretion consider necessary; and |
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(d) |
employ such employees, servants, agents, representatives and/or personnel, including security personnel, as the Landlord and/or if applicable, the Management/MC shall in their absolute discretion consider necessary in and about the provision of the services and management of VIVA MALL and/or other part(s) of the Land respectively. |
| 9.3 |
Quiet Enjoyment |
|
The Landlord shall allow the Tenant to quietly enjoy the Demised Premises during the term of the Tenancy herein without any interruption by the Landlord PROVIDED THAT the Tenant punctually pays the Monthly Rental hereby reserved and all other charges as may be levied and moneys covenanted to be paid herein and duly observes and performs all other covenants and stipulations on the part of the Tenant in or pursuant to this Agreement. |
| 9.4 |
Insurance |
|
SUBJECT ALWAYS TO the due compliance by the Tenant of its covenants under Clauses 8.35 and 8.36, the Landlord shall during the term of the Tenancy herein insure and keep insured the Demised Premises (excluding the Tenant's Goods and any other items, goods, equipment, furniture, fittings, fixtures and belongings situated |
|
|
in or upon the Demised Premises not belonging to the Landlord) against damage by fire and/or such other risks as the Landlord shall at its absolute discretion think necessary. PROVIDED ALWAYS THAT this covenant shall not be deemed to be for the benefit of the Tenant howsoever and the Landlord shall not be bound to insure against any actual or consequential loss of the Tenant. All monies received by the Landlord from any insurance policies effected by the Landlord shall belong absolutely to the Landlord. |
| 9.5 |
Outgoings |
|
During the term of the Tenancy herein, the Landlord will subject always to the due compliance by the Tenant of its covenant under Clauses 8.3 and 8.4 pay and discharge all quit rents, assessments or other outgoings imposed on and payable in respect of the Demised Premises. |
| 10. |
OPTION FOR RENEWAL (IF ANY) |
| 10.1 |
The Landlord hereby agrees to grant to the Tenant, upon receipt of a written notice from the Tenant made not less than six (6) months before the expiration of the current Term of the Tenancy herein, an extension of this Tenancy for the Renewal Term as stated in Section 14 of the First Schedule, if applicable, but otherwise containing the like covenants and provisions as are herein contained (with the exception of the present covenant for renewal and any preliminary entry or rent-free period or fit-out period) for the Renewal Term PROVIDED ALWAYS THAT there shall not at the time of such notice up until the end of the then current Term be any existing breach or non-observance or non-performance by the Tenant of any of the covenants, undertakings, obligations, restrictions, terms, conditions, agreements and stipulations herein contained. |
| 10.2 |
If Section 14 of the First Schedule does not provide for an option to renew this Tenancy, the Landlord may (but shall not be obliged to) offer to the Tenant, by way of a written notice, an extension of this Tenancy in which the revised Monthly Rental and Additional Air-Conditioning Charges will be determined by the Landlord based on the prevailing market conditions at the time of the said renewal and the Renewal Term shall contain the like covenants and provisions as are herein contained (with the exception of the present covenant for renewal and any preliminary entry or rent-free period or fit-out period) whereupon the Tenant shall be required to communicate the Tenant's acceptance of the Renewal Term to the Landlord within fourteen (14) days from the date of the Landlord's notice pertaining to the same. |
| 10.3 |
The Tenant shall bear the costs, expenses and stamp duties in respect of such renewal of the Tenancy. |
| 10.4 |
For the avoidance of doubt, in the event that – |
|
(a) |
the Tenant fails to give the written notice in accordance with Clause 10.1; or |
|
(b) |
the Tenant fails, refuses or neglects to accept and agree with the Landlord on the revised Monthly Rental and Additional Air-Conditioning Charges as determined under Clause 10.2 within the stipulated period |
|
– |
it shall be deemed that there was no agreement between the Landlord and Tenant to extend this Tenancy beyond the current Term and consequently, the Landlord shall be free of all obligations whatsoever to grant to the Tenant an extension of the Tenancy herein for the Renewal Term and this Tenancy Agreement shall be deemed to have been automatically terminated after the expiry of the current Term. |
| 11. |
TENANT'S DEFAULT |
| 11.1 |
Tenant's Default |
|
It is hereby agreed between the parties hereto that if the Tenant:- |
|
(a) |
shall fail, refuse or neglect to pay the Monthly Rental and/or any other moneys to be paid pursuant to this Agreement or otherwise or any part thereof within seven (7) days from the respective due dates thereof whether formally or legally demanded or not; |
|
|
(b) |
shall be in breach of any one or more of the terms, conditions, undertaking, covenants and stipulations on the part of the Tenant to be complied with in or pursuant to this Agreement or shall threaten to commit or cause or permit such a breach; |
|
(c) |
shall have an application or order made, resolution passed, petition presented or steps taken for liquidation, winding up or dissolution of the Tenant otherwise than for the purpose of reconstruction or amalgamation; |
|
(d) |
shall be a bankrupt or shall have bankruptcy proceedings pending against the Tenant. |
|
(e) |
shall have a receiver, receiver and manager, trustee, judicial manager or similar official appointed over the whole or any part of the Tenant's undertakings or assets; |
|
(f) |
shall make any arrangement for the benefit of or enter into any arrangement, composition or compromise with the Tenant's creditors or any class of them; |
|
(g) |
shall permit or suffer any execution or distress pursuant to the Distress Act 1951 or other process of a court of competent jurisdiction to be levied upon or issued against any of the properties, merchandise, equipment, furniture, fixtures and/or fittings in or upon the Demised Premises (whether or not belonging to the Tenant); |
|
(h) |
shall allow a judgment obtained against the Tenant by any person to remain unsatisfied for a period of seven (7) days after service of such judgment upon the Tenant; |
|
(i) |
shall cease or threaten to cease to carry on the Tenant's business; and/or |
|
(j) |
shall fail, refuse or neglect for any reasons whatsoever to open or to cause the Demised Premises to be opened for business throughout the Normal Business Hours with effect from and including the Business Commencement Date or for a continuous period of seven (7) days or for an aggregate of seven (7) days without the prior written consent of the Landlord; |
|
then upon the occurrence of any one or more of the abovementioned events of default ("Event of Default"), it shall be lawful for the Landlord at any time thereafter to do any or all of the following without being responsible or liable for any losses, damage, costs or expenses caused to the Tenant as a consequence of such action :- |
|
(i) |
to serve a forfeiture notice upon the Tenant pursuant to Section 235 of the National Land Code 1965, and it is hereby mutually agreed and deemed that a reasonable time in which to remedy the Event of Default and to be stipulated in any forfeiture notice shall be fourteen (14) days (if such Event of Default is capable to be remedied) except in case of non-payment of the Monthly Rental and/or any other moneys to be paid pursuant to the terms and conditions herein or any part thereof where seven (7) days shall be deemed a reasonable time to remedy such default; |
|
(ii) |
to determine the Tenancy herein and re-enter the Demised Premises or any part thereof in the name of the whole; |
|
(iii) |
notwithstanding any restriction imposed by any laws, by-laws, orders, statute, regulation, notices, requirements or otherwise, to repossess the Demised Premises, to eject or evict the Tenant or any of the Tenant's Authorized Persons from the Demised Premises, to seal or lock up the Demised Premises or to stop, deny or prohibit the Tenant or any of the Tenant's Authorized Persons from entering the Demised Premises or conducting or carrying on the trade, business, activity, purpose or operations permitted under this Agreement thereon; |
|
|
(iv) |
to cut-off, disconnect or cause to be cut-off or disconnected or cease or cause the cessation of the supply of water, electricity, air-conditioning and/or any other utilities to the Demised Premises without any prior notice to the Tenant; |
|
(v) |
to restrict the use and enjoyment of any facilities and amenities at the Demised Premises, VIVA MALL and/or the Land by the Tenant or any of the Tenant's Authorized Persons; |
|
(vi) |
to prevent the Tenant from removing any and all of the Tenant's Goods from the Demised Premises or any other part(s) of VIVA MALL until all sums covenanted to be paid by the Tenant herein shall have been fully settled by the Tenant; |
|
(vii) |
to withhold the Security Deposit and/or any other Deposit(s) as may have been paid by the Tenant herein toward securing full settlement by the Tenant and/or recovery by the Landlord of and/or set-off the same against all monies covenanted to be paid by the Tenant herein and without prejudice to such other rights, powers and remedies which the Landlord may have against the Tenant arising out of such Event of Default; and/or |
|
(viii) |
to take any other action the Landlord deems fit in respect of such Event of Default, including any claims or right of action for the early determination of the term of the Tenancy herein, to recover all moneys due and owing to the Landlord, take distress proceedings, recover possession of the Demised Premises and/or enforce compliance on the part of the Tenant of its covenants and stipulations herein, and the costs and expenses of all such actions taken shall be borne by the Tenant including the Landlord's legal fees on a solicitor-client basis. |
| 11.2 |
Late Payment Interest |
|
In addition to and without limiting or prejudicing other rights, powers and remedies conferred upon or accruing to the Landlord, if the Tenant shall for any reasons whatsoever default in the payment on the respective due date of any sum covenanted to be paid by the Tenant herein, the Tenant shall pay to the Landlord interest charged on such sum at the rate of Eighteen Per Centum (18%) per annum calculated on a daily rent basis on the amount remaining due and unpaid as from the due date to the date of actual payment thereof together with the late payment interest accruing thereon as aforesaid, as well after as before any judgment and the Landlord shall be entitled to recover such interest from the Tenant as if such interest were rent in arrears, including when there has been a distress action by the Landlord against the Tenant. |
| 11.3 |
Liability for not Commencing and/or Opening for Business |
|
In the event that the Tenant fails to open the Demised Premises for business on the Business Commencement Date or fails to open the same for business throughout the Normal Business Hours without the prior written consent of the Landlord, the Tenant shall, in addition to the Monthly Rental, be liable to pay to the Landlord a penalty charges of RM1,000.00 per day will be imposed or at such rate as may be determined by the Landlord at its absolute discretion by giving written notice thereof to the Tenant, which said penalty charges the Tenant undertakes to pay forthwith upon demand by the Landlord and in any event without prejudice to the other rights, powers and remedies which the Landlord may have against the Tenant, including but without to those provided under Clause 11.1. |
| 11.4 |
Abandonment |
|
The Tenant hereby acknowledges and agrees that if the Tenant shall for any reason whatsoever vacate or abandon the Demised Premises before the expiration of the Initial Term and/or the relevant Renewal Term, as the case may be, which vacation or abandonment shall be deemed to include but not limited to the Tenant's failure to open for business on the Rent Commencement Date or for a continuous period of seven (7) days without the prior written consent of the Landlord, the Landlord shall be entitled to treat such vacation or abandonment as a repudiation of the Tenancy herein and to terminate this Agreement in which event the Landlord shall be entitled to forthwith re-enter upon the Demised Premises or any part thereof in the name of the whole and the Deposits paid by the Tenant under or pursuant to this Agreement shall be forfeited absolutely |
|
|
to the Landlord and in addition thereto, the Tenant the shall forthwith pay to the Landlord a sum equal to the Monthly Rental for the whole of the Initial Term and/or Renewal Term, as the case may be, or the unexpired period thereof, as the case may be, but without prejudice to such other rights powers and remedies which the Landlord may have against the Tenant for any loss or damage as may be incurred or suffered by the Landlord for any antecedent breaches by the Tenant. |
| 11.5 |
Unilateral Termination by Tenant |
|
In the event the Tenant terminates or attempts to terminate the Tenancy herein at any time after the execution of this Agreement before the expiration of the Initial Term and/or the relevant Renewal Term, as the case may be, whether or not the Tenancy herein shall have commenced, then and in such an event the Landlord shall be entitled to forthwith re-enter upon the Demised Premises or any part thereof in the name of the whole and the Deposits paid by the Tenant under or pursuant to this Agreement shall be forfeited absolutely to the Landlord and in addition thereto, the Tenant the shall forthwith pay to the Landlord a sum equal to the Monthly Rental for the whole of the Initial Term and/or Renewal Term, as the case may be, or the unexpired period thereof, as the case may be, but without prejudice to such other rights powers and remedies which the Landlord may have against the Tenant for any loss or damage as may be incurred or suffered by the Landlord for any antecedent breaches by the Tenant. |
| 11.6 |
Failure to Yield Up and to Restore on Time |
| 11.6.1 |
Without prejudice to any other rights and remedies which the Landlord may have against the Tenant, if the Tenant upon the earlier determination of the Tenancy herein continues to remain in occupation of the Demised Premises or any part thereof and/or fails, neglects and/or refuses to restore and/or yield up vacant possession of the whole or any part of the Demised Premises in accordance with the provisions of this Agreement, all such charges payable by the Tenant under this Agreement shall remain chargeable and payable to the Landlord and, the Landlord shall be entitled to forfeit the Security Deposits and any other monies as shall have been paid by the Tenant shall pay sum equal to one month Rental or a maximum of two months rental if the tenant failed to yield up and restore on time. In the event that the Landlord shall commence any proceeding for the recovery or possession of the Demised Premises, the Tenant shall indemnify the Landlord against all cost and expenses in respect thereof. |
| 11.6.2 |
Without prejudice to any other rights and remedies which the Landlord may have against the Tenant, if the Tenant upon the expiration of the Tenancy herein continues to remain in occupation of the Demised Premises or any part thereof and/or fails, neglects and/or refuses to restore and/or yield up vacant possession of the whole or any part of the Demised Premises in accordance with the provisions of this Agreement, all such charges payable by the Tenant under this Agreement shall remain chargeable and payable and the Tenant shall be liable to pay to the Landlord a sum equivalent to double the amount of the Monthly Rental or of the rental of the Demised Premises at the prevailing market rate, whichever shall be the higher, pursuant to Section 28(4)(a) of the Civil Law Act 1957 as agreed liquidated damages for every month or part thereof from the date of expiration or earlier determination of the Tenancy herein to the actual date of due compliance by the Tenant of Clauses 8.43 and 8.44 and In the event that the Landlord shall commence any proceeding for the recovery or possession of the Demised Premises, the Tenant shall indemnify the Landlord against all cost and expenses in respect thereof. |
| 11.6.3 |
The Tenant further acknowledges and agrees that the payment of agreed liquidated damages under sub-Clause 11.6.1 shall not in any way be taken to imply or construed to mean that the Tenant is entitled to delay in restoring and/or yielding up vacant possession of the Demised Premises in clean, good and tenantable condition and repair (fair wear and tear excepted) on due date and the Landlord reserves the right to recover vacant possession of the Demised Premises by court action and to exercise all other rights, powers and remedies which the Landlord may have against the Tenant in respect of the Tenant's breach of Clauses 8.43 and/or 8.44. |
| 11.7 |
Removal of Tenant's Goods |
|
If upon the expiration or the earlier determination of the Tenancy herein, the Tenant shall fail, refuse or neglect to forthwith remove from the Demised Premises or any part(s) of VIVA MALL any of the Tenant's Goods or otherwise (save for those items belonging to the Landlord) or if the Tenant shall abandon and be deemed to |
|
|
have abandoned the Demised Premises and terminated this Agreement unilaterally, the Landlord shall be entitled, without prejudice to its' rights under Clause 11.6.2 above, at the sole costs and expenses of the Tenant to remove such items, goods, equipment, signage, furniture, fittings, fixtures and belongings forthwith from the Demised Premises or any part(s) of VIVA MALL and shall not be liable howsoever to the Tenant for any damage or losses whatsoever arising therefrom. |
| 12. |
CUMULATIVE REMEDIES |
|
The rights, powers and remedies herein conferred upon the Landlord are cumulative and are not exclusive of any other rights, powers or remedies provided by law or in equity. |
| 13. |
DAMAGE TO DEMISED PREMISES |
| 13.1 |
In case the Demised Premises or any part(s) thereof shall at any time during the term of the Tenancy herein be destroyed or damaged by any Force Majeure Event as defined in Clause 1.1 so as to become unfit for occupation and use, the Landlord shall not be bound or compelled to rebuild or reinstate the same unless in its absolute discretion it shall think fit to do so and the Landlord shall not be liable howsoever to the Tenant for any loss or damage occasioned to the Tenant as a result thereof. |
| 13.2 |
The Landlord shall, within ninety (90) days or such other period as may be mutually agreed upon by the parties commencing from the date of receipt of the last report from the Landlord's surveyor, architect, engineer, consultants, valuer or adjuster regarding the extent of such destruction or damage, by a written notice inform the Tenant of its decision whether to rebuild or reinstate the Demised Premises. |
| 13.3 |
In the event of the Landlord deciding to rebuild or reinstate the Demised Premises, the Monthly Rental hereby reserved or a fair proportion thereof according to the nature and extent of the destruction or damage sustained shall be suspended and shall cease to be payable from the date of the happening of such Force Majeure Event until the Demised Premises shall again be rendered fit for occupation and use save and except where such Force Majeure Event has been attributed to any act, omission, misconduct, misuse, abuse, default, negligence or carelessness of the Tenant or any of the Tenant's Authorized Persons. |
| 13.4 |
In the event of the Landlord deciding not to rebuild or reinstate so much of the Demised Premises as shall not have been destroyed, then the Tenancy herein shall determine and the Tenant shall forthwith peaceably surrender and yield up vacant possession of the Demised Premises to the Landlord in accordance with the provisions of this Agreement and the Landlord is to return any Deposits and monies belonging to tenant and thereafter neither party shall have any claims or actions whatsoever against the other save for any antecedent breaches. |
| 14. |
REDEVELOPMENT AND CHANGES TO PLANS, ETC. |
| 14.1 |
The Landlord shall have the right to make such changes, modification, alteration, deviation, redesigning, extension, reconstruction, redevelopment to or from the proposed layout plan, building plans, designs, specifications, the Complex and/or overall development of VIVA MALL (including the location, position, site, area, layout and frontage of the Demised Premises) as shall be required by any Appropriate Authorities be deemed expedient or necessary and such changes or deviations shall not annul this Agreement nor shall it affect howsoever the obligations of the Tenant herein or be the subject of any claims whatsoever against the Landlord. |
| 14.2 |
The Landlord shall have the absolute right to vary or change the name of VIVA MALL or any building(s) comprised therein with notice to the Tenant and the Tenant shall agree to and accept the name so varied or changed without any objection whatsoever. |
| 15. |
REFURBISHMENTS AND/OR UPGRADING TO VIVA MALL |
|
The Tenant confirms that it is fully aware that the Landlord may conduct refurbishment work on and to the Complex and/or VIVA MALL at any time and from time to time and there will therefore be disturbances and disruptions to the Tenant's use and enjoyment of the Demised Premises and Common Property including but not limited to disturbances and/or disruptions in electricity supply, air-conditioning, water, use of lifts and any |
|
|
of the other services. Notwithstanding anything to the contrary contained in this Agreement, the Tenant hereby undertakes and covenants with the Landlord that it shall not by reason of such disturbances and/or disruptions be entitled to terminate the Tenancy herein nor shall it complain or have any right of action or claim for any compensation or damages whether in respect of loss or damage to the Tenant's Goods in the Demised Premises or any loss of profits or business of the Tenant or any other loss or damage whatsoever from the Landlord and/or the Landlord's employees, servants, agents, representatives, workmen and/or contractors. During the course of the aforesaid refurbishment work, the Landlord shall keep the Tenant apprised of the nature and period of any such disturbances and/or disruption. Provided Always that the Landlord shall use all reasonable endeavors not to interfere with the Tenant's use of the Demised Premises in the exercise of the rights granted in this Clause. In the event of such, alternative facilities and amenities within the Complex shall be provided by the Landlord or equal or comparable standards. |
| 16. |
RE-LOCATION OF DEMISED PREMISES |
| 16.1 |
The Landlord hereby reserves the absolute right, having regard to the Tenant's Permitted Use and nature of the Tenant's trade, business, activity, purpose or operations but without any right by the Tenant to claim for compensation or damages, to relocate the Tenant to alternative premises in VIVA MALL by giving a written "Relocation Notice" to the Tenant in the event that there occur circumstances such as those as stipulated in Clause 14.1 or changes to the mechanical and electrical services, air-conditioning plant, pipes, wires, cables or other apparatus constructed, installed or laid in, under or through the Demised Premises and/or VIVA MALL or to the structure of the Demised Premises and/or VIVA MALL attributable or resulting from any refurbishment work or otherwise or to the trade grouping of tenants and occupiers of VIVA MALL or such other changes which in the opinion of the Landlord are required for the reason that the further use of the Demised Premises by the Tenant is not practicable or expedient by reason of the said changes. |
| 16.2 |
The Relocation Notice as stipulated in Clause 16.1 shall specify the location and area of the alternative premises and shall provide the particulars of the rentals, deposits and other charges payable at the relevant rate per square foot of the area thereof. |
| 16.3 |
If the Tenant shall accept the alternative premises as relocated or in the event that the Landlord does not receive the Rejection Notice (defined hereinafter) from the Tenant in which event the Tenant shall have deemed to have accepted the alternative premises, the Landlord shall offer to let such alternative premises to the Tenant in all respects to the same terms and conditions as contained herein save and except for the rentals, deposits and other charges to be calculated based on the new area of the alternative premises and/or the relevant rate per square foot of the same and adjustments are to be made accordingly. Thereupon the Tenant shall execute all such documents and instruments as may be required by the Landlord and to relocate to the alternative premises at its own costs and expenses within fourteen (14) days from its receipt of the Relocation Notice. |
| 16.4 |
The Tenant may reject the alternative premises by notifying the Landlord of the same in writing ("Rejection Notice") within fourteen (14) days from the date of the Relocation Notice in which event the Tenancy herein shall be deemed terminated and surrendered to the Landlord upon expiry of fourteen (14) days from the Landlord's receipt of the Rejection Notice and the Security Deposit held by the Landlord, if any, shall be refunded to the Tenant free of interest less such sum(s) as may then be due to the Landlord, the Management/MC and/or the Appropriate Authorities in accordance with this Agreement subject to the Tenant's yielding up of the Demised Premises to the Landlord in accordance with the provisions of this Agreement, including but without limitation to Clause 8.43 and 8.44 and thereafter neither party shall have any claims or actions whatsoever against the other save for any antecedent breaches. |
| 17. |
COMMON PROPERTY |
| 17.1 |
The Common Property shall be the property and be in the absolute and exclusive possession, control and management of the Landlord and upon formation of the same, if applicable, the Management/MC of VIVA MALL. The Landlord and/or if applicable, the Management/MC shall be entitled to levy the Service Charges as stipulated in Clause 8.39 and to impose, issue, establish, enforce, amend and vary whatever rules and regulations as the Landlord and/or the Management/MC shall in their absolute discretion deem fit at any time |
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|
and from time to time (which the Tenant hereby agrees to comply) with respect to the usage by the Tenant and any of the Tenant's Authorized Persons or others of the public toilets, if any, and any other parts of the Common Property and any income derived therefrom shall belong or be due to the Landlord or if applicable, the Management/MC exclusively. |
| 17.2 |
The Tenant acknowledges and agrees that Landlord and/or if applicable, the Management/MC shall have the absolute right at all or any times without notice to or concurrence of the Tenant to use or permit others to use any part(s) of the Common Property for whatever purposes and for such consideration and upon such terms and conditions as the Landlord and/or the Management/MC shall in their absolute discretion deem fit. Any permission given to the Tenant to use any part(s) of the Common Property shall not form part of the Tenancy herein and shall be the subject of a separate arrangement between the Landlord and/or the Management/MC and the Tenant. |
| 17.3 |
The Landlord or its other authorized personnel may in its absolute discretion and at its own cost and expenses at any time: |
|
(a) |
construct, maintain and operate lighting and landscaping facilities; |
|
(b) |
increase or decrease the area, size, location, composition, direction and means of access of or to the Common Property; |
|
(c) |
close temporarily or permanently all or any part of the Common Property; |
|
(d) |
do the following or any thereof if the Landlord shall in its absolute discretion think fit: |
|
|
(i) |
reconstruct, maintain or repair the Demised Premises or any part thereof; |
|
|
(ii) |
prevent either a dedication thereof to the public or the accrual of any rights in any person; |
|
|
(iv) |
improve the Common Property; |
|
|
(v) |
erect, remove and/or re-erect any kiosks and other structures in any part of the Common Property and to grant to any persons the exclusive use of all or any part thereof for such purposes, periods and upon such terms and conditions as the Landlord may think fit; but not so as to impede or interfere with access to the Demised premises |
|
|
(vi) |
carry out anything else for the convenient use of the Tenant's customer, clients, owners, occupiers and/or tenants of VIVA MALL or for the advertising and promotion of the Demised Premises. |
| 17.4 |
In addition, the Tenant further expressly acknowledges and agrees that the Landlord and/or if applicable, the Management/MC shall also have the absolute right to restrict access, use and enjoyment of such part(s) of the Common Property as may be assigned for the exclusive use and enjoyment by the owners, occupiers and/or tenants of the other development in VIVA MALL as the Landlord and/or the Management/MC shall in their absolute discretion deem fit. Without derogating from the generality of the foregoing and SUBJECT ALWAYS TO Clause 11.1(iv): |
|
(a) |
the Landlord reserves to itself and other personnel authorized by the Landlord the passage of air-conditioner(s), equipment, fire and sprinkler systems, pipes, ducts, cables, electrical wiring, water sewerage and drainage connection and any other service through, along, in or into the Demised Premises and the Landlord is entitled to use the outside of the external walls and roof of the Demised Premises for any purpose; and |
|
(b) |
the Landlord shall permit the Tenant and the Tenant's Authorized Persons in common with the Landlord, the Management/MC and all other persons entitled thereto to use the entrance hall, lifts, staircases, corridors and passages of VIVA MALL in so far as the same give access to the Demised Premises and other premises located within VIVA MALL and the Tenant shall and shall ensure that |
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|
the Tenant's Authorized Persons seeking such entry or access shall comply with all security procedures, if any, required by the Landlord and/or the Management/MC.
Provided Always that the Landlord shall use all reasonable endeavors not to interfere with the Tenant's use of the Demised Premises in the exercise of the rights granted in this Clause. In the event of such, alternative facilities and amenities within the Complex shall be provided by the Landlord or equal or comparable standards. |
| 18. |
PARKING |
|
The parking areas serving VIVA MALL and/or the Land, if any, shall not form part of the Common Property and shall at all times be and remain the sole and exclusive property of and in the possession of the Landlord and any income derived therefrom shall be due to the Landlord exclusively. The parking of vehicles in the parking areas serving VIVA MALL and/or the Land, if any, shall be the subject of a separate arrangement or licence, if any, SUBJECT ALWAYS TO availability of parking space and/or facilities as may be set aside at the absolute discretion of the Landlord at any time and from time to time for parking of vehicles by the Tenant, the Tenant's customers/clients and the Tenant's Authorized Persons in common with the Landlord and all others to whom the Landlord has granted or may hereafter grant the licence to use the same and shall not be deemed as forming part of the Tenancy herein. The Landlord shall be entitled to levy whatever charges or fees and to impose whatever rules and regulations as the Landlord shall in its absolute discretion deem fit with respect to the usage of the said parking areas of VIVA MALL and/or the Land. |
| 19. |
UNILATERAL TERMINATION BY THE LANDLORD |
|
Nothwithstanding any terms and conditions herein contained to the contrary, the Landlord is entitled at its absolute discretion at any time terminate this Agreement without assigning any reasons whatsoever by giving to the Tenant thirty (30) days' notice in writing but without prejudice to the Landlord's rights of action against the Tenant for any antecedent breach of any of the terms and condition of this Agreement. |
|
In the event of unilateral termination by the Landlord, the Tenant shall not be entitled to claim from the Landlord any expenses and damages incurred as a result of such termination. |
| 20. |
NO REPRESENTATION AND MONOPOLY ETC. |
| 20.1 |
The Tenant expressly acknowledges that no representation, warranty, covenant or undertaking has been given by or on behalf of the Landlord in respect of the suitability of the Demised Premises for any trade or business to be carried on therein by the Tenant or as to the fittings, fixtures, facilities and amenities of the Demised Premises, VIVA MALL and/or the Land or as to any other businesses to be carried on in VIVA MALL and/or the Land. |
| 20.2 |
Nothing herein contained shall be construed as implying that the Tenant shall have or may expect a monopoly in its class of trade or business in VIVA MALL and/or the Land or any part thereof or any restriction in the number of tenants or other persons carrying on the same class of business as that of the Tenant. |
| 20.3 |
Nothing herein contained shall be further construed as conferring on the Tenant any right to enforce any covenant or agreement relating to any other premises or portions of VIVA MALL and/or the Land demised by the Landlord, the Management/MC or by other tenants, occupiers or owners of VIVA MALL or limit or affect the right of the Landlord and/or the Management/MC to deal with any of such other premises or portions and impose or vary such terms and conditions in respect thereof in any manner as the Landlord and/or the Management/MC shall in their absolute discretion think fit. |
| 21. |
TIME OF THE ESSENCE |
|
Time wherever mentioned in this Agreement shall be of the essence of the contract. |
| 22. |
COSTS, EXPENSES, TAXES AND LEVIES |
|
| 22.1 |
Each party shall bear for their own legal fees save and except for the stamp duties in respect of Letter of Offer and Tenancy Agreement including renewal of Tenancy Agreement shall be borne by the Tenant. |
| 22.2 |
Notwithstanding the provisions of Clause 22.1 above, nothing in this Agreement shall constitute or be construed as rendering the Landlord's Solicitors under any obligation to act or represent the Tenant in the preparation or execution of this Agreement. |
| 22.3 |
Any legal cost (on a solicitor and client basis), disbursements and other expenses incurred by the Landlord and/or if applicable, the Management/MC in connection with any notice served on the Tenant to pay the Monthly Rental and/or any other moneys covenanted to be paid herein or to remedy a breach of any of the terms and conditions contained herein or in connection with any legal action or proceeding against the Tenant for recovery of Monthly Rental and any other moneys and/or of vacant possession of the Demised Premises or in respect of any other default, non-performance or non-observance of the terms and conditions herein shall be borne and paid by the Tenant. |
| 23. |
COMPLIANCE WITH LAW |
| 23.1 |
Any consent or approval given by the Landlord and/or if applicable, the Management/MC for the doing or executing of any act, matter or thing on the part of the Tenant pursuant to the terms of this Agreement or otherwise shall not be construed in any way whatsoever as acquiescence or the giving of consent by the Landlord and/or the Management/MC to the Tenant for doing or executing anything which is in breach of any laws, by-laws, orders, notices and requirements currently and/or hereinafter enforced by the Appropriate Authorities, whether or not having the force of law, and/or the rights of any third parties. |
| 23.2 |
The Tenant hereby acknowledges and agrees that it shall remain solely its responsibility to adhere at all times to all relevant laws, by-laws, orders, notices and requirements currently and/or hereinafter enforced by the Appropriate Authorities, whether or not having the force of law, and to obtain at the Tenant's own costs and expenses all relevant approvals, licences, permission and consents from the Appropriate Authorities and to ensure no breach of any third parties' rights prior to the doing or executing of such act matter or thing by the Tenant and the Tenant shall keep the Landlord and/or if applicable, the Management/MC fully indemnified in respect thereof. |
| 24. |
EXCLUSION OF LANDLORD'S LIABILITY |
|
The provisions therein contained shall only be capable of being relied on by the Landlord if there is no negligence on the part of the Landlord. |
|
Notwithstanding anything to the contrary herein contained, the Landlord and/or if applicable, the Management/MC shall not in any way be liable howsoever to the Tenant or to any of the Tenant's Authorized Persons or to others who may be permitted to enter or use the Demised Premises, VIVA MALL, the Land or any part thereof (including during the Fit-Out Period, if any) for any happenings, accidents, death or injuries howsoever sustained by any of the aforesaid persons or any other persons or for any loss or damage howsoever caused to any items, goods, equipment, furniture, fittings, fixtures and belongings of any description in the Demised Premises, or any other part of VIVA MALL or the Land or for any loss of business or inconveniences caused by any Force Majeure Event and in respect of any one or more of the following occurrences:- |
|
(a) |
any damage, destruction, defect, leakage or overflow of water or mechanical or other breakdown of any fire sprinkler system, machinery, plant, sanitary or other installations, apparatus or equipments, failure or overload of electric power, cut-off of water supply, telephone line or other utilities or other facilities or amenities whatsoever at the Demised Premises, VIVA MALL and/or the Land or any failure or interruption in the provision of any of the services hereinbefore mentioned; |
|
(b) |
any closure of VIVA MALL if so required by the Appropriate Authorities or for any emergency reasons, whether or not actual, prospective, real or apparent; and |
|
(c) |
arising out of any renovation or other works to the structure of the Demised Premises, any adjacent or neighbouring premises or any part of VIVA MALL or the Land for the overall plan of any further development or otherwise as may be undertaken on the Land and/or in or to VIVA MALL. |
|
| 25. |
INDEMNITY BY TENANT |
|
The Tenant hereby agrees to indemnify and keep indemnified the Landlord against the following: |
|
(a) |
all damages or losses howsoever caused or occasioned to the Demised Premises or any part of VIVA MALL or the Land or any neighbouring premises or to any facilities, amenities, properties, merchandise, furniture, fittings, fixtures or equipment or any injury or death to any person whosoever, directly or indirectly, through or arising out of any defective or damaged condition of any part of the Demised Premises or of any equipment or effects whatsoever therein or through or arising out of any act, omission, default, misconduct, carelessness or negligence of the Tenant or any of the Tenant's Authorized Persons and shall pay and make good to the Landlord and/or the Management/MC (if applicable) all and every such loss and damage incurred or sustained by the Landlord and/or the Management/MC (if applicable); |
|
(b) |
all damages or losses howsoever caused or occasioned as a consequence of any breach, non-observance or non-performance of the Tenant's covenants and stipulations herein contained by the Tenant or any of the Tenant's Authorized Persons and shall save harmless and indemnify the Landlord from and against all actions, demands, claims, liabilities, costs and expenses thereby arising; and/or |
|
(c) |
all damages and costs (including legal and professional fees incurred by the Landlord) arising from any claims, action or proceedings taken against the Landlord by any Appropriate Authorities or third party as a result of any act, default or negligence of the Tenant or any of the Tenant's Authorized Persons. |
| 26. |
CHANGES IN THE CONSTITUTION OF TENANT |
|
The Tenant acknowledges that the Tenancy herein is granted to the Tenant as is presently constituted by its existing shareholders and directors. The Tenant agrees and covenants that no change in the existing shareholders, shareholding structure and/or directors of the Tenant shall be undertaken without the prior written consent of the Landlord, failing which the Landlord may exercise its rights pursuant to Clause 11.1 of this Agreement. |
| 27. |
SALE, ASSIGNMENT ETC. BY LANDLORD |
|
The Tenant hereby acknowledges and agrees that the Landlord shall at its absolute discretion be at liberty to sell, transfer, dispose off, assign and/or novate the Land and/or VIVA MALL or any part(s) thereof (including the Demised Premises) and/or all or any of its rights, title, benefits, obligations and duties under this Agreement to or in favour of any third party(ies) and in such event, the Tenant further agrees to do all such things and execute all such documents as may be requested by the Landlord to give effect to any such dealing. PROVIDED ALWAYS THAT in the event that the dealing shall involve the Demised Premises, the dealing shall be subject to the Tenancy herein and the rights and interests of the Tenant hereunder shall remain intact. |
| 28. |
RESTRICTION ON ENDORSEMENT OF TENANCY |
|
The Tenant hereby covenants not to endorse the Tenancy herein on the titles to the said Land under the provisions of the National Land Code, 1965. |
| 29. |
ENTIRETY OF AGREEMENT AND AMENDMENT |
| 29.1 |
This Agreement together with the Schedules and Appendices hereto, if any, constitute the entire agreement between the parties hereto and supersede and cancel any prior agreements, negotiations and understandings with respect to the subject matter hereof, whether written or oral. This Agreement shall be final, conclusive and binding on the Parties hereto save and except in case of manifest error. In the event of any conflict inconsistency or discrepancy as a result of manifest error between the provision under this Agreement and the Letter of Offer, the latter shall prevail. |
|
| 29.2 |
No amendment or waiver of any of the provisions of this Agreement nor consent to any departure by the either party therefrom shall be effective unless the same shall be in writing and signed or executed by the other party and any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose which it was given. |
| 30. |
NO WAIVER OR INDULGENCE |
| 30.1 |
Knowledge or acquiescence by the Landlord and/or acceptance by the Landlord of the Monthly Rentals or the payments of any other moneys by the Tenant or otherwise shall not be deemed to operate as a waiver by the Landlord of any right of action against the Tenant in respect of any breach of any of the covenants and stipulations on the part of the Tenant in or pursuant to this Agreement or of any subsequent or any continuing breach. |
| 30.2 |
No failure, relaxation, forbearance, delay or indulgence by the Landlord in enforcing any of the terms and conditions of this Agreement or the granting of time by the Landlord to the Tenant shall prejudice, affect or restrict the rights, powers and remedies of the Landlord hereunder nor shall any single or partial exercise of any right power or remedy prevent any further exercise of such or any other rights powers or remedies by the Landlord. |
| 31. |
NOTICE |
| 31.1 |
Any notice required or permitted to be served under this Agreement shall be in writing and any such notice to the Landlord shall be sufficiently served on the Landlord if addressed to the Landlord and left at or forwarded by registered post to the Landlord's address as given herein or to such other address as the Landlord may notify at any time and from time to time hereafter for the service of any notice and in the case of the Tenant, if addressed to the Tenant and left at or forwarded by registered post or by facsimile or e-mail to the Demised Premises or to the Tenant's address, facsimile or e-mail as given herein or to the Tenant's last known address, facsimile or e-mail. |
| 31.2 |
Any notice referred to in Clause 31.1 shall be deemed to have been received by the addressee:- |
|
(a) |
if sent by post, five (5) days after the same shall have been properly posted |
|
(b) |
if delivered by hand, on the day of delivery; and |
|
(c) |
if sent by e-mail or facsimile transmission before 5.00 p.m. and the date of transmission is a business day, at the time of transmission evidenced by a transmission report and if the date of transmission is not a business day or if sent by e-mail or facsimile transmission after 5.00 p.m., then the notice is deemed to be served on the next business day. |
| 32. |
GOVERNING LAW AND COURTS JURISDICTION |
| 32.1 |
This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the laws for the time being in force in Malaysia. |
| 32.2 |
The parties hereby irrevocably agree to submit, unconditionally and exclusively, to the jurisdiction of the High Court of Malaya (and all courts subordinate to the High Court) and irrevocably waives any objection it may now or hereafter have that any action or proceeding has been brought in an inconvenient or inappropriate forum, if such action or proceeding has been brought in Peninsular Malaysia. |
| 33. |
NO JOINT VENTURE |
|
|
Nothing contained in this Agreement shall be construed or implied as to giving rise to a partnership or joint venture arrangement between the parties hereto and no party shall have the authority to bind the other party as though it is an agent of the other party. |
| 34. |
SEVERABILITY |
|
If any provision of this Agreement or its performance thereof shall for any reason be held to be invalid, void, illegal or unenforceable, such determination shall not affect the validity, legality and/or enforceability of any remaining part of the relevant clause(s) or any other provisions of this Agreement which shall remain in full force and effect. Further, the provision which is held to be invalid, void, illegal or unenforceable shall be deemed modified to the minimum extent necessary to comply with the legal requirement(s) and if necessary, the parties hereto shall incorporate into this Agreement one or more terms and conditions with similar or equivalent economic and legal consequences so that the respective rights and obligations of the parties hereto shall continue to be maintained and with a view of giving full effect to the transaction contemplated by this Agreement. |
| 35. |
SUCCESSORS BOUND |
|
This Agreement shall inure to the benefit of the successors-in-title and assigns of the Landlord and shall be binding upon the successors in title and assigns of the Tenant and any persons claiming through or under the Tenant. |
| 36. |
APPENDICES AND SCHEDULES |
|
All the Appendices and Schedules appended to this Agreement shall be taken, read and construed as an essential part of this Agreement. |
| 37. |
SPECIAL CONDITIONS |
|
In the event of any conflict or inconsistency between the foregoing provisions of this Agreement and the Special Conditions in the Second Schedule, if any, the latter shall prevail. |
| 38. |
LANDLORD'S REGULATIONS PREVAIL |
|
In the event of any conflict or inconsistency between the foregoing provisions of this Agreement and the notices, directions, restrictions, instructions, rules and regulations at any time and from time to time laid down by the Landlord and/or if applicable, the Management/MC for the proper management and running of VIVA MALL and the Land and/or governing the use, enjoyment and care of VIVA MALL, the Common Property, the Demised Premises and/or all the other individual premises in VIVA MALL and other parts of the Land and/or the conduct of the Tenant and/or the other tenants, occupiers or owners and/or others, the former Agreement shall prevail. |
(The remainder of this page is intentionally left blank)
|
|
IN WITNESS whereof the parties hereto have hereunto set their respective hands and/or seals the day and year first above written.
| Signed by | ) | |
| | ) | |
| for and on behalf of the Landlord | ) | |
| VIVA VENTURE PLT | ) | |
| (Registration No. LLP0001146-LGN) | ) | |
| in the presence of: |
) |
|
| |
Name: Lim Teck Shaun NRIC No.: 920521-14-5849 |
*Execution By Rubberstamp
| Signed by | ) | |
| for and on behalf of the Tenant | ) | |
| ANTFUN DIGITAL LABS SDN. BHD. | ) | |
| (Company No. (202101019125(1419425-A) | ) | |
| in the presence of: | ) | |
| |
|
|
Name : NRIC No : |
|
Name : Bin Ridzuan Razif NRIC No : 940728-14-6425 Company Rubberstamp : |
| Signed by | ) | |
| for and on behalf of the Tenant | ) | |
| | ) | |
| | ) | |
| | ) | |
| |
|
|
Name : NRIC No : |
|
Name : NRIC No : Company Rubberstamp : |
* Delete whichever is not applicable.
|
|
FIRST SCHEDULE
(which is to be taken, read and construed as an essential part of this Agreement)
| Section |
Item |
Particulars |
| 1. |
Date, month and year of this Tenancy Agreement |
|
| 2. |
Particulars of Tenant |
ANTFUN DIGITAL LABS SDN. BHD. (202101019125(1419425-A)
Vo6-06-06 sunway Velocity, Lingkaran Sv, Kuala Lumpur 55100 W.P. Malaysia
TIN No.: C26722614040
Attn : Mr Bin Ridzuan Razif
H/P No. 011-19788888
Email : aimee.apur@gmail.com
|
| 3. |
Description of Demised Premises |
A retail outlet lot provisionally known as Lot No. 2-80 Second Floor, measuring in a total combined area of approximately 1,281 square feet (subject to measurement on site and final measurement and approval by the Appropriate Authorities or the Landlord) and delineated in RED on the proposed layout/floor plan annexed hereto as Appendix A. |
| 4. |
Term |
Duration One (1) Term of One (1) Year from and including the Tenancy Commencement Date |
| 5. |
Tenancy Commencement Date |
01 August 2026 to 31 July 2027 |
| 6. |
Fit-Out Period |
One Month or whichever is earlier from the Handover Date / Tenancy Commencement Date. |
| 7(a). |
Fit-Out Fee (inclusive of 6% of GST) |
Nil |
| 7(b). |
Fit-Out Deposit |
RM2,000.00 (Ringgit Malaysia : Two Thousand Only) |
| 7(c). |
Restoration Deposit |
RM4,000.00 (Ringgit Malaysia : Four Thousand Only) |
|
| 8(a). |
Monthly Gross Rental |
Gross Rental
RM3,458.70 (Ringgit Malaysia : Three Thousand, Four Hundred and Fifty-Eight and Cents Seventy Only) equivalent to RM2.70 (Ringgit Malaysia: Two and Cents Seventy Only) per square foot ( Exclusive 6% of SST)
SST (Sales and Service Tax) Adjustment:
The Service Tax applicable to Rental or Leasing Services shall be charged at the prevailing rate of eight per cent (8%), subject to a two per cent (2%) exemption granted until the relevant amendments to the subsidiary legislation are gazette by the authorities.
|
| 9. |
Rent Commencement Date |
01 September 2026 |
| 9 (a) |
Security Deposit |
RM10,376.10 (Ringgit Malaysia: Ten Thousand, Three Hundred and Seventy-Six and Cents Ten Only) |
| 10 (b) |
Utilities Deposit |
RM2,000.00 (Ringgit Malaysia : Two Thousand Only) |
| 11. |
Other Charges payable upon execution of Agreement |
Nil |
| 12(a). |
Mail-Box Deposit |
RM100.00 (Ringgit Malaysia : One Hundred Only) |
| 12(b). |
Mail-Box Fee (Inclusive of 8% of SST) |
RM54.00 (Ringgit Malaysia : Fifty-Four Only) |
| 13(a). |
Permitted Use |
Retailing of Others |
| 13(b). |
Trade Name |
"ANTFUN DIGITAL LABS SDN. BHD." only |
| 14. |
Renewal Term(s) |
NIL |
|
|
SECOND SCHEDULE
Special Conditions: -
a) Guidelines, regulation and tenancy conditions
| i. |
Comply to the fit-out manual or guidelines, complex rules & regulations or any other instructions issued from time to time by Landlord in relation to operations and fir-out. |
| ii. |
Comply with the terms and conditions contained in the Tenancy Agreement. |
b) Lots Condition
| i. |
The Tenant agrees to take over all the existing fitting and fixture at the above Demised Premises as on "as it is" condition. |
|
|
hich is to be taken, read and construed as an essential part of this Agreement)
LAYOUT/FLOOR PLANS OF DEMISED PREMISES
|
|
APPENDIX B
(which is to be taken, read and construed as an essential part of this Agreement)
LANDLORD'S PROVISIONS (IF ANY)
|
|
APPENDIX C
(which is to be taken, read and construed as an essential part of this Agreement)
TENANT'S PROVISIONS (IF ANY)
|
|