Interpretation and Definitions

Acknowledgment

These Terms and Conditions ("Terms") govern the use of the Services and the business relationship between the Business Associate and the Company. These Terms set out the rights and obligations of the Company and the Business Associate in relation to the access to, use, provision, supply, or receipt of the Services, as applicable.

The Business Associate's access to, use of, provision of, supply of, or engagement with the Services is subject to the Business Associate's acceptance of and compliance with these Terms. These Terms apply to all clients, customers, partners, suppliers, vendors, contractors, service providers, representatives, users, and other persons or entities who access, use, provide, supply, or otherwise engage with the Services or the Company.

By accessing, using, providing, supplying, or otherwise engaging with the Services, the Business Associate agrees to be bound by these Terms. If the Business Associate does not agree with any part of these Terms, the Business Associate shall not access, use, provide, supply, or otherwise engage with the Services, as applicable.

The Business Associate represents and warrants that it is legally capable of entering into and performing its obligations under these Terms and any applicable agreement with the Company. Where the Business Associate is an individual, the Business Associate represents that the Business Associate is at least eighteen (18) years of age. The Company does not knowingly permit individuals under the age of eighteen (18) years to independently enter into agreements or use the Services where such use or engagement requires legal capacity to contract.

The Business Associate's access to, use of, provision of, supply of, or engagement with the Services is also subject to the Business Associate's acceptance of and compliance with the Company's Privacy Policy, where applicable. The Company's Privacy Policy describes the Company's policies and procedures regarding the collection, use, processing, storage, and disclosure of personal data and informs the Business Associate of its privacy rights and the applicable legal protections. The Business Associate is advised to read the Company's Privacy Policy carefully before accessing, using, providing, supplying, or otherwise engaging with the Company's Services.

In the event of any conflict between these Terms and an Applicable Agreement executed between the Parties, the Applicable Agreement shall prevail to the extent of such conflict.

Website

The information contained on this Website is provided for general informational purposes only and does not constitute a legally binding offer, quotation, guarantee, warranty or commitment unless expressly stated in a written agreement executed by the Company.

Service Confirmation

No Services shall commence until all applicable due diligence, commercial, technical and contractual requirements have been completed and confirmed by the Company.

Quotation

Any quotation, proposal, pricing, solution design or commercial offer issued by the Company shall remain subject to the validity period stated therein and shall not become binding unless accepted by both Parties.

Payment

Payment terms, invoicing arrangements, deposits, recurring subscription fees, late payment charges and other commercial terms shall be governed by the applicable quotation, invoice or service agreement.

ISMS 27001

The Company and the Business Associate acknowledge and agree to comply with the applicable information security principles, policies, procedures, controls and practices established under the Company's Information Security Management System (“ISMS”), which is aligned with the requirements of ISO/IEC 27001, to the extent relevant to their respective activities and obligations under these Terms.

Links to Other Websites

The Company's Services may, where applicable, contain links to third-party websites or services that are not owned, operated, or controlled by the Company.

The Company has no control over and assumes no responsibility for the content, privacy policies, terms and conditions, or practices of any third-party websites or services. The Business Associate acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage, loss, or other consequences arising out of or alleged to arise out of the use of, access to, or reliance upon any such content, goods, or services available on or through any such third-party websites or services.

The Company strongly advises the Business Associate to read the terms and conditions and privacy policies of any third-party websites or services that the Business Associate may access or visit before using or relying upon such websites or services.

Termination

Company may terminate or suspend Business Associate access to or use of the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if Business Associate breach these Terms and Conditions.

Upon termination, Business Associate right to use the Service will cease immediately.

The business transaction between the Company and the Business Associate shall remain in effect for a period of two (2) years. Upon expiry of the Initial Term, the business transaction shall automatically renew for successive periods of one (1) year each, unless either Party provides the other Party with prior written notice of non-renewal.

Following completion of the Initial Term, either Party may terminate the business transaction by providing at least ninety (90) days' prior written notice to the other Party, or upon fulfilment of the intended purpose of the Services.

Due Diligence

To access the Company's features, a due diligence process facilitated by our Business Development (BD) representatives is required. This process involves:

1. 1. An initial physical meeting, virtual meeting, telephone interview or any other verification process. between the Customer and Company's representatives;
   2. Submission of necessary documentation as requested by Company's representatives;
   3. Completion of any required agreements.

The Company shall review the information and documentation submitted by the Business Associate and, upon satisfactory completion of the applicable due diligence process, may proceed with the onboarding, engagement or commencement of the relevant business relationship or transaction with the Business Associate.

Intellectual Property

3.1 Ownership
All intellectual property rights, including but not limited to software, data, designs, logos, trademarks, and content, are owned by the Company or its licensors. Business Associate acknowledge that they do not acquire any ownership rights by using the Service.

3.2 License to Use
The Company grants Business Associate a non-exclusive, non-transferable, revocable license to access and use the Service strictly in accordance with these T&C. This license is for the sole purpose of enabling Business Associate to use and enjoy the benefit of the Service as provided by the Company.

Confidentiality

The obligation of the Company and Business Associate not to disclose or misuse any Confidential Information shall survive the termination or expiry of these Terms and Conditions and shall remain in effect for a period of seven (7) years thereafter.

Responsible AI Usage

The Business Associate may use third-party Artificial Intelligence ("AI") tools or applications at its own cost and risk. The Business Associate shall not use AI or automated systems to scrape, crawl, copy, replicate, reverse-engineer, monitor, benchmark, or analyse the Company's Services, systems, or data without the Business Associate’s prior written consent.

The Business Associate shall not upload, process, transmit, or store any confidential or proprietary information of the Company in any third-party AI or machine-learning system without the Company's prior written approval. Any use of AI or automated systems must not interfere with, overload, compromise, or circumvent the security, performance, stability, or access controls of the Company's systems or Services.

The Business Associate is solely responsible for any content, output, decisions, actions, or consequences arising from its use of AI or automated systems. The Company shall not be liable for any loss, damage, disruption, or data corruption arising from the Business Associate’s unauthorised or improper use of AI or automated systems.

The Business Associate shall promptly notify the Company, and in any event within twenty-four (24) hours of becoming aware, of any actual or suspected security incident or compromise involving AI or automated systems that may affect the Company's systems, Services, or data.

The Business Associate shall indemnify and hold the Company harmless from any claims, losses, damages, costs, and expenses, including reasonable legal fees, arising from the Business Associate’s breach of this clause or misuse of AI or automated systems. The Company reserves the right to suspend, restrict, or terminate the Business Associate’s access to the Services where it reasonably suspects a breach of this clause.

Anti-Bribe & Compliance

The Business Associate shall comply with all applicable anti-bribery and anti-corruption laws, regulations, and the Company's Anti-Bribery and Anti-Corruption Policy, as may be updated from time to time. The Business Associate shall not, directly or indirectly, offer, promise, give, request, or accept any bribe, kickback, facilitation payment, secret commission, or other improper advantage in connection with the Services or its dealings with the Company.

The Business Associate shall ensure that its directors, officers, employees, agents, representatives, subcontractors, and other third parties acting on its behalf comply with this clause. The Business Associate shall maintain accurate and complete records relating to its transactions and dealings with the Company and shall promptly disclose any actual or potential conflict of interest or suspected bribery or corruption.

The Business Associate shall promptly report to the Company any actual or suspected violation of applicable anti-bribery and anti-corruption laws or this clause. The Company may conduct reasonable due diligence or request relevant information to verify compliance where reasonably necessary.

Any material breach of this clause shall constitute a material breach of these Terms and Conditions and may result in the suspension or termination of the Services, without prejudice to any other rights or remedies available to the Company. The Business Associate shall indemnify the Company against any losses, liabilities, damages, costs, and expenses arising from the Business Associate’s breach of this clause or applicable anti-bribery and anti-corruption laws.

Tax

Charges may be adjusted to include SST or other applicable taxes as required by law.

Limitation of Liability

Notwithstanding any damages that Business Associate might incur, the entire liability of the Company and its suppliers, service providers, contractors, or other third parties acting on behalf of the Company under any provision of these Terms and Business Associate exclusive remedy for all of the foregoing shall be limited to the amount actually paid by Business Associate through the Service 

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to Business Associate "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Client requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to Client. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles. In the event of any dispute, claim, or difference arising out of or in connection with these Terms, the Parties shall first attempt to resolve the matter amicably through good-faith negotiations.

If the dispute cannot be resolved amicably, the dispute shall be referred to arbitration at a venue mutually agreed upon by the Parties, taking into account the principles of fairness, reasonableness, neutrality, and convenience to both Parties, and in accordance with the applicable arbitration laws and rules.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Retention of Data

If Business Associate decides to terminate the Company business transaction, and such termination shall take effect in accordance with the terms set forth herein. Upon termination, both parties shall ensure that all documents, memoranda, notes, and any other written or electronic records prepared by them that contain or reflect will be returned or destroyed and the data shall remain in effect for a period of seven (7) years or/and The Company may retain business records and personal data for the period required under applicable laws, contractual obligations, regulatory requirements or the Company's document retention policies.

Marketing Consent

The Business Associate consents to receive marketing communications from the Company regarding its services, promotions, and updates. The Business Associate may opt-out of such communications at any time by contacting the Company directly via call or email.

Disclaimer

The Company reserves the right to accept or decline any enquiry, quotation request, business proposal or commercial engagement at its sole discretion.

Miscellaneous

These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The Business Associate shall not assign, transfer or otherwise delegate any of its rights or obligations under these Terms, or request or arrange for the Company to provide any services, products, transactions or other benefits to any third party on its behalf, without the Company's prior written consent.

Translation Interpretation

These Terms and Conditions may have been translated if Company have made them available to Business Associate on Company Service. Business Associate agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

Company reserve the right, at Company sole discretion, to modify or replace these Terms at any time. If a revision is material Company will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Company sole discretion.

By continuing to access or use Company Service after those revisions become effective, Business Associate agree to be bound by the revised terms. If Business Associate do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If Business Associate have any questions about these Terms and Conditions, Business Associate can contact us:.

By email: safeconnect.my@gmail.com