NZ Salutions Sdn Bhd (1087165-M)

LOT 2-90&91, Level 2, KSL CITY,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
016-7343437

Subject To Contract

Attn. to: Mr.Paul Edward Gibbons

Dear Sir,

Re:Letter of Offer for Tenancy respecting retail space in KSL CITY at Taman Abad, Johor Bahru, Johor, Malaysia.


We are pleased to offer you a tenancy ("Tenancy") for the Premises upon the following non-exhaustive salient terms and conditions and such other terms and conditions contained in our standard Tenancy Agreement ("Tenancy Agreement") to be executed by both parties:

1. Landlord : KSL PROPERTIES SDN BHD (711917-U)
L1-95, KSL City,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
2. Tenant : NZ Salutions Sdn Bhd (1087165-M)
LOT 2-90&91, Level 2, KSL CITY,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
016-7343437

Any notice required to be served shall be in writing and shall be considered sufficiently served if served personally by delivering such notice at or sent by any mode of posting to the address set out here above.

3. Demised Premises : Lot of Level One, KSL CITY, measuring floor area of 1188 square feet and edged in RED in the floor plan annexed hereto marked as "Annexure 1".
The Monthly Rent shall be calculated based on this area.
4. Permitted Use : Hair Salon only.
No illegal business or other type of business is allowed.
5. Tenancy Term : Two (2) years commencing on the Vacant Possession Date.
01/02/2020 to 31/01/2022.
6. Option to Renew :

A further term of Two (2) years upon the same terms and conditions contained in the Tenancy Agreement except:

(a) The clause on "Option to Renew", and
(b) The amount of the Monthly Rent shall be mutually agreed upon.
Head Office: Wisma KSL, No. 148, Batu 1 1/2, Jalan Buloh Kasap, 85000 Segamat, Johor. Tel : 07-931 1430 Fax : 07-932 4888
Johor Bahru (Tiram Office): Tel : 07-867 2111 Fax : 07-867 5511 Johor Bahru (Kempas Office): Tel : 07-556 5111 Fax : 07-556 1011
Johor Bahru (Skudai Office): Tel : 07-512 2888 Fax : 07-512 3888 Johor Bahru (Daya Office): Tel : 07-3555 6111 Fax : 07-354 8111
7. Monthly Rent : RM11,800.00 @ RM10.00 per square feet.

Monthly Rent shall be paid in advance on or before the seventh (7th) day of each month.

8. Deposits : The deposits payable by the Tenant are as follows:
(a) Rental Deposit
(3 Months’ Rental)
RM 37,524.00
(b) Security Deposit
(1 Month’s Rental)
RM 12,508.00
(c) Utilities Deposit RM 5,300.00
Total RM 86,782.51
9. Other Charges : The miscellaneous charges payable by the Tenant are as follows:
(a) FCU Maintenance Charges RM 0.00
(b) Mailbox RM 150.00
Total RM 150.00

RM18,350.00 (“Initial Deposit”) shall be paid to Landlord simultaneously with the acceptance of this Letter of Offer within 7 days from the date of this Letter of Offer. The balance shall be paid upon execution of Tenancy Agreement within 14 days from the date of this Letter of Offer.

10. Schedule : The following is a summarized schedule which the Tenant is obliged to follow. This Letter of offer is considered void if the following items are not fulfilled within the stipulated time:
SUMMARY DEADLINES
First Deposit to be paid by 10th July 2019
Submission of documents 10th July 2019
Balance Deposit to be paid by 17th July 2019
Signing of Tenancy Agreement 17th July 2019
Submission of Insurance Policy 17th July 2019
Submission of Fit out plans 17th July 2019
Vacant Possession 17th July 2019
Fit-out Period 1st October 2019 - 15th October 2019
Rental/Business Commencement 16th October 2019 or Business Commence Date, whichever earlier.
Opening Date 16th October 2019
11. Utilities : The Tenant shall pay all charges (including any government taxes thereon) for the supply of electricity, water, gas, telephone facility and other utilities consumed within the Premises, whether separately metered or otherwise. The Landlord shall be entitled to cut off all supplies of electricity, air-conditioning, water (if any), gas (if any) and any other type of utility to the Premises without any prior notice if the Tenant defaults in any of its obligations in the Tenancy Agreement of which notice has been duly given by the Landlord, and no remedy has been done by the Tenant upon the expiry of the Notice. Any inconvenience, loss or damage suffered or sustained by the Tenant as the result thereof shall not be the subject of any claim whatsoever against the Landlord.
12. Business Hours :

10.00 a.m. to 10.00 p.m. everyday or such extended hours as may be approved by the appropriate authority or decided at the sole discretion of the Landlord.

The Tenant undertakes to open the Premises for business everyday (unless KSL CITY is closed for business) at all times during the business hours as determined by the Landlord, failing which the Landlord shall be entitled to impose a penalty of RM500.00 per day without prejudice to the right of the Landlord to terminate the Tenancy.

13. Opening date :

Subject to the above, the Landlord shall be entitled to impose a penalty of:

(a) RM3,000.00 if the Tenant fails to commence business at the Premises on the Opening Date; and
(b) RM1,000.00 for each day of the Tenant’s failure to commence business at the Premises after the Opening Date.

Without prejudice to the right of the Landlord to terminate the Tenancy. For the purpose of the Tenancy, the Tenant shall not be regarded to have commenced business at the Premises unless the Premises are fully stocked and the Tenant is ready to provide sale of merchandise/services to the general public.

14. Fit-Out Period :

30 days commencing on Vacant Possession Date, subject to the Management discretion upon approval of Fit-Out plans.

During this fit out period, the tenant shall pay the landlord in advance a sum of RM 1.00 per square foot per month being the Attendance costs for the use of electricity, water, lifts, other amenities and fit out coordination.

15. Fit-Out Plans :

The Tenant shall submit for the Landlord’s approval 2 copies of the Tenant’s:

(a) Design plans, layout plans and detailed working drawings (drawn on scale of 1:50) respecting the fit out of the Premises, including the M&E drawings (plumbing and electrical plans included); and
(b) Signage plans and drawings,

On or before 15th April 2018. In addition to the Tenant’s Work, the Tenant shall also carry out such additional work required by the Landlord as a result of the fit out of the Premises.

No fit-out work shall be carried out unless:

a) The Tenancy Agreement has been executed and the balance of the deposits has been paid (in particular the Fit-Out Deposit);
b) The design plans, layout plans and detailed working drawings respecting the fit out of the Premises and the signage plans and drawings have been approved by the Landlord and the appropriate authorities (if necessary);
c) The written consent of the Landlord for the commencement of the fit-out work has been first obtained; and
d) The requisite insurance has been affected.

In carrying out the fit-out work, the Tenant and its contractors shall comply with all the rules and regulations set out by the Landlord.

The Tenant shall pay all charges for the utilities consumed/incurred during the Fit-Out Period before the Tenancy Commencement Date.

16. Licenses :

The Tenant shall only commence its business after having obtained all the requisite approvals, licenses and permits. However any delay or failure in obtaining such approvals, licenses and permits shall not be a ground for the Tenant to:

(a) Vary the Tenancy, Business or Rental Commencement Date; or
(b) Delay or postpone the payment of the Monthly Rent.
17. Insurance :

The Tenant shall sign up the following insurance policies with our panel insurance company and submit a copy of the insurance policies purchased to the Landlord within 14 days from the date of this Letter of Offer:

(a) Comprehensive public liability insurance for a minimum coverage of RM500,000.00 (under the Landlord’s and the Tenant’s joint names).
(b) A fire and all risks insurance for a minimum coverage of a sum equivalent to the Tenant’s fit-out costs respecting the Premises on the Tenant’s and the Landlord’s fixtures, fittings equipment (if any) and plate and tempered glass within the Premises (under the Landlord’s and the Tenant’s joint names).
(c) A fire and all risks insurance on the Tenant’s own properties and properties under the Tenant’s possession and control, including the Tenant’s merchandise and stock-in-trade.
18. Relocation : The Landlord shall reserves the right to relocate the Tenant to another retail space within KSL CITY if such relocation is required due to any change in the layout or design of KSL CITY, the common areas and/ or the common facilities. At least 2 months prior written notice of relocation will be given and the Tenant does not accept the offer for alternative retail space within the aforesaid 2-month period or the Landlord and the Tenant are unable to agree on the tenancy terms and conditions for such alternative retail space, the Tenancy in respect of the Premises shall be determined upon the expiry of the location whereupon the Tenant shall peaceably and quietly surrender and yield up to the Landlord vacant possession of the Premises without any claim against the Landlord.
19. Upgrading :

The Landlord shall be entitled to carry out at any time and from time to time any relocation, improvement, upgrading, addition, renovation or refurbishment work to KSL CITY or any part thereof (collectively "Upgrading Works") meant to:

The Tenant shall permit the Landlord and/or its employees, agents or workers to enter the Premises at all times to survey, measure or examine the Premises or for any other reason in connection with the Upgrading Works;

Any inconvenience, loss or damage suffered or sustained by the Tenant as a result of such Upgrading Works shall not be the subject of any claim whatsoever against the Landlord.

20. Tenancy Agreement :

The Tenancy Agreement will be prepared by the Landlord’s solicitors and the Tenant shall execute such Tenancy Agreement in its prescribed format within fourteen (14) days from the date of this Letter of Offer.

21. Forfeiture of Initial Deposit :

If the Tenant fails to execute the Tenancy Agreement or any of its Initial Deposit directors fails to execute the Letter of Guarantee cum Indemnity within the stipulated period, the Landlord shall be at liberty to terminate this Tenancy whereby the Initial Deposit shall be forfeited without prejudice to the Landlord’s other rights and remedies and the Landlord shall be entitled to offer the Premises to other interested tenants.

22. No Assignment :

The Tenant shall not assign, sublet or part with possession of the Premises or any part thereof unless with the prior written consent of the Landlord which consent may be rejected without assigning any reason thereof or be approved subject to terms imposed.

If the Tenant is a limited company, any substantial change in the equity of the Tenant or any substantial change in the equity of any holding company of the Tenant, altering the effective control of the Tenant or of the holding company of the Tenant, shall be construed as an assignment, transfer, disposal or sub-letting of the Premises. The phrase “substantial change” means any change in the shareholding of the Tenant or the Tenant’s holding company equivalent to an aggregate or 20% or more of the equity of the Tenant or the Tenant’s holding company as at the date hereof.

If the Tenants are sole proprietorship or partnership, the Tenant shall ensure that any change in the proprietorship or members of the partnership shall only be effected with the prior written approval of the Landlord. Any such change effected without the written approval of the Landlord to terminate the Tenancy.

23. No monopoly : Nothing contained in this Letter of Offer shall be constructed as or implying that the Tenant shall have or may expect a monopoly in its type of business in KSL CITY or may restriction in the number of Tenants carrying out the same type of business in KSL CITY.
24. Changes :

For the avoidance of any doubt, notwithstanding that the building plans in respect of KSL CITY had been approved;

(a) The design, layout and configuration of KSL CITY; and or
(b) The design; layout, position and floor area of the Premises and the common areas,

are subject to changes, whether as advised by the Landlord’s consultants or required by the appropriate authorities. Any such change shall not affect the validity and enforceability of this Letter of Offer and /or the Tenancy Agreement.

25. Legal Costs and Disbursements : All stamp duty and other disbursements shall be borne by the Tenant. The Tenant shall also bear the Landlord’s solicitors’ costs and service tax on the Tenancy Agreement.
26. Service Tax and other taxes : The Tenant shall pay any tax (whether service tax, goods and services tax and/or any other taxes of any nature whatsoever) payable or that becomes payable on the Monthly Rent under any legislation, rules or regulations other than income tax or any other tax computed on or by reference to the profits or overall net income of the Landlord.
27. Goods and Service Tax : The parties hereby expressly agree that the tenancy agreement shall be assessed by the Director General under the provisions of the Goods and Services Tax enactment or any amendment thereof pursuant to the Goods and Services Tax Bill 2009 (the “Bill”) that the parties shall comply with any enactment of the said Bill. The Tenant shall be responsible to pay the Goods and Services Tax, if any, in respect of the above Bill.

28. Indemnity : The Tenant shall indemnity and keeps the Landlord indemnity against all actions and claims for which the Landlord may in respect of any breach of this Letter of Offer and/or the Tenancy Agreement.
29. Governing Laws : This Letter of Offer and the Tenancy Agreement shall be governed by the laws of Malaysia and the parties shall submit to the exclusive jurisdiction of the courts in Malaysia.
30. Severability : If all any time any provision, condition, term, stipulation or covenant of this Letter of Offer is or become illegal, void, invalid, prohibited or unenforceable in any respect, the same shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability without invalidating in any manner whatsoever the remaining provisions hereof.
31. Documents to be submitted to the Landlord :

The Tenant is required to submit to the Landlord the following documents simultaneously with the acceptance of this Letter of Offer and payment of the Initial Deposit:

(a)

For company:

(i) The Tenant’s M&A, Forms 24 and latest Form 44 and 49 duly certified by Company Secretary.
(ii) The confirmation by the Company Secretary on the Tenant’s current authorized and paid-up capitals and the names of its shareholders and their respective shareholdings.
(iii) Photocopies of the identity cards/passports (for foreigners) of the directors executing Tenancy Agreement and guarantors (if Applicable).
(iv) Director’s resolution by company secretary for the execution of the Tenancy Agreement.
(b)

For sole proprietorship or partnership:

(i) Borang D (Perakaun Pendaftaran).
(ii) Photocopies of the identity cards/passports (for Foreigners) of the proprietor or all partners.
(c) Directors’ Guarantee (For company, Sole proprietorship and Partnership):

If the paid-up capital of the Tenant is less than RM200,000.00 the Tenant shall cause and procure all its directors to execute within fourteen (14) days from the date of the notification by the landlord’s solicitors the Landlord’s format of Letter Guarantee cum Indemnity whereby such directors shall guarantee the due performance by the Tenant of all the Tenant’s obligations under the Tenancy Agreement and indemnify the Landlord for all losses suffered by reason of any breach of the Tenant’s obligations.

32. Consent : Pursuant to the Credit Reporting Agencies (CRA) Act 2010 and Central Bank of Malaysia Act 2009, I/we the undersigned do hereby give my/our consent to you and CTOS Data Systems Sdn Bhd (“CTOS”), a registered credit reporting agency under the CRA Act to process my/our company personal data. Apart from the above, I/we the undersigned do give my/our consent to you and the CTOS, to process my/our personal data as per the PDPA Act.
33. Termination :

The Landlord shall has the absolute right to terminate this Letter of Offer and forfeit the foregoing deposits without prejudice to any right of action the Landlord may have against the Tenant in respect of:

a. any antecedent breach of the term and conditions herein contained;
b. any rent respecting the unexpired Term; and
c. any loss or damage suffered or sustained by the Landlord.

The annexure hereto shall form integral parts of this Letter of Offer and shall be taken, read and construed essential parts of this Letter of Offer.

If the above terms and conditions are acceptable to you, kindly signify your acceptance of our offer by signing on the duplicate copy of this Letter of Offer and returning it to us together with the Initial Deposit and the documents listed under paragraph 28 above within seven (7) days from the date of this Letter of Offer.

Kindly note that this offer is only valid subject to the availability of the unit(s). This offer will be void if the unit(s) is/are no longer available.

Thank you.

Your faithfully,

for KSL Properties Sdn Bhd.

Approved by,

Dovey Ku

Complex Manager

/prepared by Jen

Wendy Ku

Executive Director

ACCEPTANCE

I/We, NZ SALUTIONS SDN BHD (1087165-M), hereby agree and accept the aforesaid terms and conditions.

Signature

Name & NRIC No:

Company Rubber Stamp:

Date: