Term & Conditions
1. Definitions and interpretation
1.1 In this Agreement:
mean these terms and the Order Form that you completed and submitted.
means a day that is not a Saturday, Sunday or any other day which is a public holiday in the place where an act is to be performed or a payment is to be made.
means information of every kind and in any form (including models, software and computer outputs) which is not excluded under clause 9.1, whether written or oral, of a business, financial or technical nature which is marked or otherwise indicated as being or is, or ought reasonably to be, known to be confidential and which is disclosed by either party (the Disclosing Party) to the other party (the Receiving Party) through its dealings with each other.
means the amounts specified in the Order Form, as varied by us from time to time.
Force Majeure Event
means any act, event or cause (other than a lack of funds) which directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this Agreement and is beyond the reasonable control of that party.
Intellectual Property Rights
- design, patent, trade mark, semiconductor, circuit layout or plant breeder rights (whether registered, unregistered or applied for);
- trade, business, company or domain name; and
- knowhow, inventions, processes, confidential information (whether in writing or recorded in any form),
and any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields.
means the rate per annum which is the then-current Bank Negara Malaysia base rate.
Order Form means the form on our website that you completed and submitted to us containing your name, contact details, the pricing plan that you have selected and any other details required by us.
means the SQLAsset software and any new updates, versions or releases of it from time to time..
means the country in which you are resident.
We, us, our. company
means Syntax Studio Sdn Bhd(1228218-M) of F-05-06, 5th Floor, Block F, StarParc Point, Jalan Taman Ibu Kota, Setapak, 53300 Kuala Lumpur, Malaysia.
means the entity indicated as the customer or licensee on the Order Form.
1.2 In this Agreement, unless the context otherwise requires:
- words importing the singular include the plural and vice versa;
- a reference to any person includes a company and any other form of business association whether incorporated or unincorporated and further includes any such person’s successors and permitted assigns;
- headings are for convenience only and do not affect the interpretation of this Agreement;
- “including” and similar expression are not words of limitation;
- a person includes a body corporate; and
- a thing or a right includes the whole and each part of it separately.
2.1 This Agreement commences on the date on which we accept your Order Form and continues for period applicable to the pricing plan you have selected in the Order Form.
2.2 This Agreement will not automatically renew for further periods of the same duration unless you or we terminate this Agreement in accordance with its terms, the termination will take effect on the last day of the period for which you have paid the Fees.
3.1 Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable licence to access and use the Software:
- during any part of the Term for which you have paid all Fees owing under this Agreement; and
- in the Territory.
- Delivery Methods and Timing is Account will be activated within 3 business days upon receive of payment.
3.2 You will use the Software in accordance with any limitations, restrictions or characteristics specified in respect of your pricing plan or in your Order Form including in respect of the number of assets to be managed by the Software, the number of authorised users or the maximum storage capacity allocated to your account.
3.3 You may nominate an authorised user who is not your employee or officer, provided that you ensure that the authorised user accesses and uses the Software solely for your benefit. You will ensure that your authorised users and other employees, officers, contractors and agents comply with your obligations under this Agreement.
3.4 Subject to clause 3.3, you will not permit another party to have access to the Software and will not use the Software to provide bureau services to any other party.
3.5 Except to the extent permitted by non-excludable laws, you will not reverse engineer, assemble compile or directly or indirectly allow or cause a third party to reverse engineer, assemble or compile the Software or any part of it.
3.6 You must not access or use the Software in an unlawful, improper or immoral manner or for an unlawful, improper or immoral purpose including the infringement of Intellectual Property Rights or the storage or publication of content which is reasonably likely to be obscene, defamatory, or offensive to any person or classes of persons.
3.7 You will use commercially reasonable means to protect the Software from unauthorised access, modification or distribution. Upon becoming aware of any such events, you will notify us and will take prompt remedial action to protect the Software.
3.8 Access to the Software will be provided through an internet browser interface (you will not receive a copy of the Software) and you acknowledge that you will require an up-to-date browser and related computer and telecommunications systems and services in order to procure access. You are responsible for the costs of those things.
3.9 We are not a provider of financial advice. You acknowledge and agree that the provision of access to the Software or of any settings, formulas or configurations in the Software does not constitute financial advice and that you will rely entirely own judgement in respect of your use of the Software.
4.1 During any period in which you are entitled to access the Software, we will provide support to you and your authorised users in respect of the Software by email. You may seek support at firstname.lastname@example.org
5. Service levels
5.1 During any period in which you are entitled to access the Software, we will:
- use our best efforts to ensure that the Software will have an availability of at least 99.7% during each calendar month, excluding any periods of planned maintenance;
- take all commercially reasonable steps to ensure that data stored through the Software is not lost or corrupted and protected from misuse, interference, unauthorised access, modification or disclosure; and
- update and amend the Software from time to time and at our sole discretion in order to improve the Software or in respect of compatibility with other software or operating systems. If we consider that any change to the Software will materially affect you, we will give you reasonable notice of the change before implementing the change in the version of the Software accessible by you.
5.2 You are able to use the Software to enter, edit and delete data. In order to ensure greater security, when you delete your data it will stay deleted. We do not have the ability to retrieve or restore data that you have deleted.
6. Your obligations
6.1 You must:
- perform and observe all your obligations under this Agreement;
- ensure that only authorised users nominated by you, and to whom we have issued passwords, use and access the Software in accordance with this Agreement;
- ensure that the authorised users do not share their passwords with others or allow others to access or use the Software;
- ensure that the number of authorised users does not exceed the number of users permitted under the relevant pricing plan in respect of the Software or separately agreed with us in writing;
- not, and must ensure that your authorised users do not, access or use the Software in a manner that is reasonably likely to interfere with or adversely affect the proper operation of the Software, any person’s use of the Software or the security or confidentiality of any other person’s information; and
- co-operate fully with us and our personnel, and provide all reasonable assistance required to enable us to perform our obligations under this Agreement.
7.1 You must pay the Fees in accordance with the Order Form and this Agreement.
7.2 You must pay, in addition to the Fees, any taxes (other than income taxes), duties and surcharges payable in respect of the Software.
7.3 We will issue you with a tax invoice for the amount of the Fees (Invoice).
7.4 Each Invoice will be in a form and substance that will constitute a tax invoice (as defined in applicable tax legislation).
7.5 Subject to anything to the contrary in the Order Form, Tax Invoice will only be issue upon payment have been made.
7.6 Unless otherwise expressly stated, all Fees or other sums payable under or in accordance with of GST.
7.7 If you default in the payment of any amount payable under this Agreement, or any other agreement between you and us, before the due date of your subscription, then we may suspend your access to the Software and suspend the performance of our other obligations under this Agreement until the amount outstanding is paid in full.
7.8 Our exercise of rights under clause 7.7 above does not affect:
- your obligations; or
- any other rights or remedies we may have in relation to your default,under this Agreement or any other agreement between you and us.
7.9 We may vary the Fees from time to time by giving you 30 days notice of any change. The new Fees will come into effect upon your next renewal. If the new Fees are not acceptable to you, you may terminate this Agreement without any requirement to pay an early termination fee by giving us written notice (which must specify that you are terminating this Agreement due to a change in the Fees) at any time before the new Fees come into effect, and there will be No Refund for unused period.You are deemed to terminate this agreement when you choose not to renew the service. If you choose to renew the service, you are agree on the new fees and we will not attend to any argument or dispute after your renewal.
8. Intellectual property
8.1 We own the Intellectual Property Rights in the Software and we reserve all rights that are not expressly granted under this Agreement.
8.2 You must not infringe any of our other Intellectual Property Rights.
8.3 You must not use our trade marks without our prior written consent (which may be given subject to conditions).
8.4 You must notify us immediately in writing of any actual, suspected or anticipated infringement of the Intellectual Property Rights in respect of the Software.
8.5 You must co-operate fully with us in stopping any infringement of those Intellectual Property Rights.
8.6 We may institute and prosecute an action in respect of any infringement of the Intellectual Property Rights in respect of the Software at our discretion. At our request and cost, you must give us all reasonable assistance in relation to the proceedings. Unless otherwise agreed, we will bear all costs and keep all proceeds of any such actions.
9.1 Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of, confidential to or a trade secret of the Disclosing Party. Subject to clause 9.2, the Receiving Party must:
- keep the Disclosing Party’s Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
- take all reasonable steps to secure and keep secure all the Disclosing Party’s Confidential Information coming into its possession or control;
- only use the Confidential Information of the Receiving Party to the extent necessary to perform its obligations under this Agreement; and
- not memorise, modify, reverse engineer or make copies, notes or records of the Disclosing Party’s Confidential Information for any purpose other than in connection with, and to the extent required for, the performance by the Receiving Party of its obligations under this Agreement.
9.2 The obligations in clause 9.1 do not apply to information:
- already in a party’s possession (as evidenced by written records) when provided by or on behalf of the other party;
- that is in the public domain through no breach of this clause 9; or
- obtained from a third party without breach by that third party of any obligation of confidence concerning that information.
9.3 You acknowledge that the Software and the techniques and methodologies embodied in it are our Confidential Information.
9.4 Despite clause 9.1, a party may disclose Confidential Information of the other where such disclosure is required by law due to the mandatory requirement of a competent court, governmental agency or regulatory authority.
10.1 You acknowledge and agree that we may collect Personal Information (as defined in the Malaysia Personal Data Protection Act 2010) from you or your authorised users in connection with this Agreement and in the course of providing access to the Software.
- enabling us to verify the identity, number and access rights of your authorised users;
- enabling us to provide access to the Software to you and your authorised users;
- sending you and the authorised users information relating to the Software or its accessibility; and
- verifying that the you and your authorised users are complying with this Agreement.
10.3 Subject to clause 10.2, we will:
- not, through act or omission, do anything that would cause you to fail to comply with the Malaysia Personal Data Protection Act 2010;
- co-operate with you, and comply with any reasonable requests or directions from you, in relation to the use, access, retention or disclosure of Personal Information, including the rights of individuals to access and correct Personal Information;
- notify you promptly upon becoming aware of a complaint or request made by a relevant individual in relation to Personal Information; and
- take all reasonable steps to protect all Personal Information from loss, unauthorised use, access, modification or disclosure.
11.1 We warrant that:
- we are the owners of the Software;
- we have the right and authority to license the Software to you; and
- there are no existing restrictions or constraints on our right and authority to provide access to the Software.
11.2 Unless expressly agreed otherwise in this Agreement, we do not warrant, represent or guarantee that:
- the Software will be free of errors, omissions or will be complete, accurate or up-to-date; or
- the Software or your use of it will achieve any particular outcome or result or will comply with any particular laws, standards, requirements or regulations of any government agency, professional body or any other entity.
- the website, its servers or email sent from us are free of virus or other harmful components.
- when using the software to import information from or to third party, we make no effort to review the information for any purpose and we are not responsible for the accuracy, legality or non-infringement of any such information.
12.1 Subject to this clause 12, This web site is provided by the company on an “as is” and “as available” basis. The company makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, or products included on this site. You expressly agree that your use of this site is at your sole risk. we are not liable to you, your personnel or to any other person for:
- any loss or damage of any kind that is directly or indirectly caused by or results from any wrongful, wilful or negligent act or omission by you or your personnel; or
- any indirect, incidental, special or consequential loss or damage, or any loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data or loss or damage resulting from wasted management time, irrespective of whether:
- you, your personnel, us or any other person was previously notified of the possibility of the loss or damage; or
- the loss or damage is caused by or relates to breach of contract, statute, tort (including negligence) or otherwise.
12.2 Subject to this clause 12, we will not liable for any proven losses, damages and claims arising out of this Agreement, including liability for breach, in negligence or in tort or for any other common law or statutory action.
12.3 We also take no liability in respect of:
- claims arising out of personal injury (including death) or any loss or damage to tangible property caused by us; or
- any breach by us of our obligations under clauses 9 (Confidentiality) and 10 (Privacy).
12.4 Any representation, warranty, condition, guarantee or undertaking that would be implied in this Agreement by legislation, common law, equity, trade, custom or usage is excluded to the fullest extent permitted by law.
12.5 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by any applicable law that cannot be excluded, restricted or modified by agreement.
12.6 To the fullest extent permitted by law, our liability for a breach of a non-excludable consumer guarantee referred to in clause 12.5 is limited, at our option, to:
- the supplying of the access to the Software again; or
- the payment of the cost of having the access to the Software supplied again.
12.7 The company does not warrant that this site, its servers, or e-mail sent from the company are free of viruses or other harmful components. The company will not be liable for any damages of any kind arising from the use of this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, even if the company is made aware of the possibility of such damages.
13.1 Either party may, without limiting its other rights and remedies, immediately terminate this Agreement by written notice to the other party if the other party:
- is the subject of an Insolvency Event; or
- breaches this Agreement and fails to rectify the breach within 7 Business Days of receiving written notice specifying the breach and requiring its rectification.
- unlike tangible products, there will be no Refund and Return Policy.
13.2 In addition to our other rights under this Agreement, we may suspend access to the Software for you and your authorised users if your or any of them accesses or uses the Software in a manner that is harmful to any person or system, misleading or deceptive, contrary to law or in conjunction with an infringement of Intellectual Property Rights or any other rights.
13.3 You have selected a pricing plan having a duration of 12 months, you may terminate this Agreement (and your licence under it) earlier than the date on which your current paid-up period expires. However, early terminations will have no refund.
13.4 On termination or expiry of this Agreement, all licences granted under it are terminated and you must cease accessing and using the Software.
13.5 On termination you will cease to have access to your data. On termination or delay in renewal of service we may delete your data and will be unable to restore or retrieve it once it is deleted.
13.6We will not return any transaction data.
13.7We may return asset master data upon request, but dully base on our judgement on that decision.
14. Force Majeure
14.1 If a party to this Agreement is affected by a Force Majeure Event, that party must as soon as practicable give the other party written notice of that fact including:
- reasonable particulars of the Force Majeure Event;
- details of the obligations affected by it and the extent to which they are affected;
- an estimate of its likely duration; and
- the steps taken to rectify it.
14.2 Subject to clause 14.3, if a Force Majeure Event occurs, the obligations under this Agreement of the party giving the notice are suspended (except for obligations to pay money), to the extent to which they are affected by the Force Majeure Event, for the duration of the Force Majeure Event.
14.3 A party who has given notice of a Force Majeure Event under clause 14.1 must:
- use its reasonable endeavours to remove, overcome or minimise the effects of that Force Majeure Event as quickly as reasonably possible; and
- keep the other party regularly informed as to the steps or actions being taken to achieve this.
14.4 Nothing in clause 14.3 requires a party to settle any industrial dispute against its will.
14.5 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by giving at least 30 days notice to the other party.No refund will be given.
You may not assign or otherwise deal with your rights, obligations or remedies under this Agreement without our prior written consent which we will not unreasonably withhold. We may assign or subcontract our rights or obligations under this Agreement.
16. Further assurances
Each party must do all things necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.
17. Relationship of parties
The relationship between you and us for all purposes of this Agreement is that of principal and service subscriber. This Agreement is to be construed in every respect to give effect to this relationship. Nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.
If anything in this Agreement is unenforceable, illegal or void in any jurisdiction then it is deemed to be severed in that jurisdiction and the rest of the Agreement remains in force.
19. Surviving clauses
The obligations in clauses 8 (Intellectual Property), 9 (Confidentiality), 12 (Liability) and 22 (Governing law and jurisdiction) survive the expiry or termination of this Agreement.
20. Entire agreement
This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties. Except as specified by an express term of this Agreement, this Agreement may be amended only by written agreement of the parties.
This Agreement may be signed in any number of counterparts. All those counterparts together make one instrument.
22. Governing law and jurisdiction
By visiting this Web Site, you agree that the laws of the Malaysia, without regard to principles of conflict of laws, will exclusively govern these Legal and Licensing terms and any dispute of any sort that may arise between you and SQLAsset.com.
Syntax Studio Sdn Bhd(1228218-M)
F-05-06, 5th Floor, Block F, StarParc Point,
Jalan Taman Ibu Kota, Setapak,
53300 Kuala Lumpur,
© 2017 SQLASSET.COM.MY