(a) Acknowledge that you have read and fully understood these Terms and Conditions and agree to be bound by these Terms and Conditions; and
(b) Consent to the Service Provider using and processing your personal information and data in accordance with the Service Provider’s Privacy Policy which can be found at www.softwell.asia
(i) Licence, sublicence, access, use, sell, transfer, assign, distribute, publish, disclose or
otherwise
make the Hosted Services, the App and/or any information obtained by you while using the Hosted
Services
and/or the App available to any third party;
(ii) Modify, decompile or copy the Hosted Services, the App and/or any of its components;
(iii) Access or use the Hosted Services and/or the App to build or support any products or services
competitive with the Hosted Services and/or the App;
(iv) Circumvent user authentication or security of any host, network or account (“Hacking”) or
interfere
with service to any user, host or network (“Denial of Service Attacks”) or otherwise cause
immediate,
material or ongoing harm to the Hosted Services and/or the App;
(v) Attempt to probe, scan or test the vulnerability of the Hosted Services, the App and/or the
network
or breach any security or authentication measures;
(vi) Use the Hosted Services and/or the App dishonestly, fraudulently or illegally;
(vii) Use the Hosted Services and/or the App to cause embarrassment, distress, annoyance,
irritation,
harassment, inconvenience or nuisance to any person;
(viii) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any
technological
measure implemented by the Service Provider or any other third party (including other users)
appointed
by the Service Provider to protect the ability of the Service Provider to provide the Hosted
Services
via the App;
(ix) Remove, change and/or obscure in any way anything on the Hosted Services and/or the App or
otherwise use any material or information obtained whilst using the Hosted Services and/or the App
save
and except as set out in these Terms and Conditions;
(x) Falsely identify itself or provide any false information to establish any account that will be
used
to gain access to and/or use of the Hosted Services and/or the App; and
(xi) Use the Hosted Services and/or the App in a manner that violates any applicable law or
regulation,
infringes on the rights of any person or entity, or violates this Agreement.
(a). Register and create a tenancy account (“Account”);
(b). Generate bills and invoices of tenancy;
(c). Coordinate payment of monthly rental through payment gateway platform;
(d). Generate short message service (SMS);
(e). Integrate payment gateway;
(f). Integrate smart door lock;
(g). Integrate smart utilities meters;
(h). Integrate accounting software; and/or
(i). Any other services as may be provided by the Service Provider to you from time to time.
2.1.2 The Hosted Services and the App is only available on portable and wireless
telecommunications
device such as smartphones, tablets and also computers and laptops (collectively referred to as
“Device/Computer”) and is strictly for your personal use.
2.1.3 The record of all Transactions authenticated through the transaction PIN number
and
Device/Computer number registered for the Account shall be binding and conclusive evidence of your
Transaction.
2.1.4 Any instruction, confirmation and/or communication sent from the Device/Computer
via the
Account shall be deemed to have been sent and/or issued by you irrespective of whether such
instruction, confirmation and/or communication were actually sent by you or not and the Service
Provider shall deem that the Hosted Services and/or the App have been accessed legitimately and the
Transactions conducted shall be valid. You shall be personally liable and responsible for the use of
the Account including but not limited to all transactions undertaken and/or transacted using the
Account once the said transaction has been authenticated irrespective of whether the transaction is
undertaken and/or transacted by you unless it can be established that such transaction was
erroneously transacted due to the fault of the Service Provider.
2.1.5 You acknowledge that a transaction being performed is not always simultaneous
with an
instruction being given by you. Some of the Transactions may take time to process and may only be
processed during normal working hours, even though Hosted Services and/or the App may be accessible
outside such hours.
2.1.6 Notwithstanding anything to the contrary, the Service Provider reserves the
absolute right to
block or decline any transaction at its absolute discretion without assigning any reason thereto.
2.2.1 The Service Provider shall make the Hosted Services and the App available to you
in accordance
to this Agreement at such service fees imposed by the Service Provider.
2.2.2 The Service Provider is using Amazon EC2 to run the Hosted Services and the App
and will take
reasonable measures to keep the Hosted Services and the App uptime at or above 99.99% during the
Term of this Agreement.
2.2.3 For avoidance of any doubt, the Service Provider shall not be held liable or be
responsible to
you or any party for any loss or damages in the event the Hosted Services and/or the App is
unavailable or interrupted due to any of the following events:-
a. Termination or suspension of this Agreement or your use of or access to the Hosted Services
and/or the App;
b. Force Majeure (as defined in Clause 11 hereof);
c. Power outage;
d. Failure of system or network;
e. Scheduled or unscheduled maintenance carried out to the Hosted Service and/or the App; and/or
f. Other unanticipated interruptions.
2.3.1 The Service Provider shall undertake the maintenance of the Hosted Services and
the App
(“Maintenance”) and provide standard system support (“System Support”) to you from time to time.
2.3.2 The Service Provider shall take all reasonable steps to minimise disruption to
the operation
of the Hosted Services and/or the App arising from the Maintenance and System Support.
2.4.1 The Service Provider shall have the right to improve and upgrade the Hosted
Services and/or
the App to the benefit of you from time to time and shall promptly notify you of any upgrade that
will significantly change the functionality of the Hosted Services and/or the App.
2.4.2 The Service Provider does not make any representation, warranty and/or
undertaking (whether
express, implied or otherwise) that the Hosted Services, the App and any subsequent revisions,
updates, upgrades or versions are and would be compatible with your Device/Computer. The Service
Provider shall not be liable or responsible in any manner whatsoever for any liability, loss,
damage, costs and expenses suffered and/or incurred by you due to the Hosted Services and/or the App
being incompatible with your Device/Computer.
a. You shall keep its personal information, password and PIN number for the Account private and
confidential at all times and shall take all steps to prevent disclosure of your password and PIN
number;
b. You shall ensure that all information and data provided to the Service Provider including
personal data are true, accurate, updated and complete and shall promptly update such information
and data if there is any change to the same;
c. You shall comply with all notices and instructions given by the Service Provider from time to
time in relation to the use of the Hosted Services and/or the App;
d. You shall be fully responsible for the security and integrity of all information and data
transmitted, disclosed and/or obtained through the use of the Hosted Services and/or the App;
e. You shall be fully responsible for any and all data, information, confirmation and/or instruction
transmitted or broadcasted from your Device/Computer whether by you or any other person whether
authorised or otherwise;
f. You shall comply with all applicable laws of Malaysia relating to the Hosted Services and/or the
App;
g. You shall take all reasonable steps to prevent fraudulent, improper or illegal use of the Hosted
Services and/or the App;
h. You shall report to the Service Provider immediately upon the discovery of any fraud, theft,
loss, unauthorised usage or any other occurrence of unlawful acts in relation to the Device/Computer
and/or your use; and
i. Your shall indemnify and keep the Service Provider indemnified against any loss, damage,
liability, costs and expenses from any claim for libel, invasion of privacy, infringement of
copyright, patent, breach of any law or regulation whatsoever transmitted, received or stored via
the Hosted Services and/or the App and for all other claims arising out of any act or omission on
the part of you or any authorised use or exploitation of the Hosted Services and/or the App.
4.1.1 Upon signing of this Agreement, you shall pay an activation fees imposed by the
Service
Provider (“Activation Fees”) to the Service Provider.
4.1.2 Upon the receipt of the Activation Fees by the Service Provider from you, the
Service Provider
shall generate an Account for you and furnish you with all the login particulars for the Account in
order to access and use the Hosted Services and the App. You are only entitled to use the Hosted
Services and the App after the Account has been activated.
4.2.1 Upon signing of this Agreement, you shall subscribe to any and/or all of the
plans (“Subscription Plan”) at such applicable fees determined by the Service Provider
(“Subscription Fees”) and pay the applicable Subscription Fees to the Service Provider.
4.2.2 You shall be entitled to upgrade your subscription plan at any time with the
consent of the Service Provider and you shall pay the additional subscription fees for such upgrade
to the Service Provider upon demand.
4.2.3 For avoidance of any doubt, the Subscription Fees are excluded from the Service
Fees as defined hereinafter in Clause 4.3 hereof.
4.3.1 Every RM1.00 paid by you into the Account shall be converted to 1.00 credit
which shall be
utilised by you to perform and transact the Transactions.
4.3.2 You shall only be entitled to perform and/or transact any or all of the
Transactions using the
available credit (“Available Credit”) in the Account and not otherwise. The Service Provider shall
have the absolute right to decide the respective credit rate(s) (“Credit Rate”) to be utilised by
you to perform each of the Transactions.
4.3.3 You hereby authorise the Service Provider to deduct any Available Credit and/or
money from the
Account to perform and transact the Transactions.
4.3.4 You shall ensure there is sufficient Available Credit in the Account before
using the Hosted
Services and/or the App to cover the total cost(s) of the Transactions, failing which the Service
Provider shall have the absolute right to block, reject or decline any of the Transactions to be
transacted through the Account.
4.4.1 You shall pay the server maintenance fees determined by the Service Provider
(“Server
Maintenance Fees”) to the Service Provider every year.
4.4.2 You shall not be entitled to utilise the Available Credit to pay for the Server
Maintenance
Fees.
4.5.1 Notwithstanding anything to the contrary, the Service Provider shall have the absolute right to revise or increase the Subscription Fees, Credit Rate and/or Server Maintenance Fees from time to time PROVIDED ALWAYS THAT the Service Provider shall first notify you of such revision or increment and you shall be entitled within seven (7) days upon receipt of the notification to elect whether to terminate this Agreement on continue with the engagement of the Hosted Services via the App.
4.5.1.1 In the event you elect to terminate this Agreement, the Service Provider
shall have the
right to immediately suspend your use of the Hosted Services and/or the App.
4.5.1.2 In the event you elect to continue with the engagement of the Hosted
Services via the
App or fails to make the election to terminate this Agreement within the time stipulated in
Clause 4.5.1.1 hereof, you shall be deemed to agree to continue with the engagement of the
Hosted Services via the App and agree to such revision or increment of the Credit Rate and/or
Server Maintenance Fees.
4.6.1 All the aforesaid payment(s) shall be made by you to the Service Provider by way of cash, banker cheque, bank draft, cashier order, Customer’s cheque and/or electronic payment and all such payment shall be deemed to be paid/made on the day such payment is received by the Service Provider.
4.7.1 You agree that all payment(s) paid by you to the Service Provider and/or paid into the Account are non-refundable nor non-transferable to any third party.
(a). Are reasonably suspected to be involved in any of the restricted activities as set out in
Clause 1.1 hereof;
(b). Commit any breach of or fail to perform or observe any material term, condition or covenant of
this Agreement and fail to remedy the said breach within seven (7) days upon notice given by the
Service Provider to do so; and/or
(c). If you are an individual, become a bankrupt or being a company, enter into liquidation whether
compulsory or voluntary, the Service Provider may forthwith terminate this Agreement and in such event the Service Provider
shall have the absolute right to:-
(a). Cancel or refuse any of the Transactions;
(b). Suspend or terminate any of your Account(s) and use of the Hosted Services and/or the App by
you;
(c). Permanently delete or destroy any and/or all data and information provided by you to the
Service Provider by and through the Hosted Services and/or the App, may include personal data;
and/or
(d). Take further steps as the Service Provider may deem necessary.
(i). The Service Provider shall at its absolute discretion to treat the Account as dormant and
suspend the Account and use of the Hosted Services and the App. The Service Provider shall not be
held liable to you for any reason whatsoever due to the suspension of the Account and/or use of the
Hosted Services and the App;
(ii). All the balance Available Credit (if any) in the Account shall be deemed expired and no longer
can be used to perform any of the Transactions.
5.5 The suspension or termination of this Agreement shall not prejudice or affect any right of action which has accrued prior to such suspension or termination of this Agreement.
6.1.1 You acknowledge that the Service Provider owns exclusively and reserves all right, title and interest in and to the Hosted Services, the App and the software underlying the Hosted Services and/or the App, including all of the Service Provider’s related intellectual property rights.
6.2.2 The Parties hereby acknowledge that there is no transfer of any right, title or ownership rights to the Hosted Services, the App and software underlying the Hosted Services and/or the App to you.
(i). The availability, accessibility, timeliness and uninterrupted use of the Hosted Services and/or
the App;
(ii). Accuracy, completeness, timeliness or the security any data and information provided to you as
part of the Hosted Services and/or the App;
(iii). Any implied warranty of merchantability;
(iv). Any implied warranty of fitness for a particular purpose;
(v). Any implied warranty of infringement; and
(vi). Any implied warranty arising out of the course of dealing, custom or usage of trade with
respect to the Hosted Services and/or the App provided by the Service Provider.
(1). Use of the Hosted Services and/or the App, or reliance on Hosted Services and/or the App, or
any
loss of Hosted Services and/or the App resulting from delays, non-deliveries, missed deliveries, or
service interruptions; and
(2). Defect that may exist for any costs, loss of profits or consequential losses arising from your
use of, or inability to use or access, or a failure, suspension, withdrawal or termination of all or
part of the Hosted Services and/or the App at any time.
(1). keep the disclosing party’s Confidential Information confidential and protect it to the same
extent that a reasonable person would protect such Confidential Information; and
(2). not use the disclosing party’s Confidential Information in any way for its own account or the
account of any third party except to perform its duties, exercise its rights or is otherwise
authorised under this Agreement or required by the law.
(a). Be in writing addressed to the receiving party at their last known addresses delivered by hand,
courier or registered letter; and
(b). Be deemed to have been sent, in the case of delivery by hand or courier, when delivered to the
address of the receiving party and, in the case of registered letter, when posted three (3) Business
Days after it has been put into the post.
(a). References in this Agreement to:
(i). The parties herein shall include their successors-in-title, permitted assigns and any other
person or party for the time being deriving title under it and, in the case of the Service Provider
and you, the assign of the Service Provider and you; and
(ii). This Agreement or any other instrument is a reference to this Agreement or that other
instrument as amended, varied, novated or substituted from time to time;
(b). Any reference to a statutory provision shall include such provision and any regulations made in
pursuance thereof as from time to time modified or re-enacted whether before or after the date of
this Agreement;
(c). References to recitals, clauses, sub-clauses, schedules and appendices are to recitals,
clauses,
sub-clauses and schedules of and appendices to this Agreement;
(d). The headings are for convenience only and shall not affect the interpretation thereof;
(e). Words importing the singular number shall include the plural and vice versa, words importing
the
masculine gender shall include the feminine and neuter gender and vice versa;
(f). Words and expressions denoting the whole include any part;
(g). A word or expression denoting a collection or group consisting of two (2) or more constituents
thereof includes any one or more of such constituents;
(h). The words “hereof”, “herein”, “hereto”, “hereinafter” and “hereunder”, and words of similar
import, when used in this Agreement, shall, unless the context otherwise requires, refer to this
Agreement as a whole and not to any particular provision of this Agreement;
(i). Where there are two (2) or more persons and/or Parties comprised in the expression the
covenants,
agreements, representations, warranties, undertakings, obligations and liabilities of the said
persons and/or parties contained in this Agreement or implied on their part are joint and several
and shall be construed accordingly;
(j). References to a person includes an individual, firm, body corporate, unincorporated
association,
government or governmental, semi-governmental or local authority or agency;
(k). Reference to “Relevant Authority” means any governmental, semi- or quasi governmental and/or
other statutory authorities, departments, agencies or bodies and/or any privatised or corporatised
bodies or any other corporation which for the time being is authorised under any written law in
force in Malaysia;
(l). Reference to “Parties” means the Service Provider and you collectively and reference to “Party
“
means any of the Parties;
(m). Reference to “Terms and Conditions” or “Agreement” means the terms and conditions for the
Hosted
Services and/or the App stated herein and also those terms and conditions as may be varied or
modified from time to time at the sole discretion of the Service Provider;
(n). No rule of construction applies to the disadvantage of a Party because that Party was
responsible
for the preparation of this Agreement or any part of it;
(o). Where an act is required to be done within a specified number of days after or from a specified
date, the period is exclusive of and begins to run on the date immediately following the date so
specified and where an act is required to be done by a specified date, the period is inclusive of
and ends on the date so specified save that where the last day of the period shall fall a day which
is not a Business Day, the period shall be extended to include the next following day which is a
Business Day;
(p). “Business Day” means a day which is not a Saturday, Sunday or a public holiday gazetted by
Johor
or Malaysia. For avoidance of doubt, Friday is considered as a Business Day unless it falls on a
public holiday gazetted by Johor or Malaysia; and
(q). The expression “month” means a period starts on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month save that, where any such ending day would
otherwise fall on a day which is not a Business Day, such ending day shall fall on the next Business
Day and provided further that if a period starts on the last day in a calendar month and if there is
no numerically corresponding day in that later month in which that period ends, that period shall
end on the day immediately next after the last day of that later month subject that if the said
ending day is not a Business Day, it shall end on the next Business Day (and references to “months”
shall be construed accordingly).