the date Customer first subscribes to or uses the Service.
1.5 “Force Majeure Event” means an event beyond the reasonable control of the affected party, including natural disasters, war, terrorism, strikes, governmental acts, internet failures, or third-party service outages.

 

2. SAAS SERVICES AND SUPPORT

2.1 Service Delivery. Subject to this Agreement, Company will use reasonable, industry-standard efforts to deliver the Service in accordance with the Service Levels in Exhibit A. During registration, Customer will choose an administrator username and password. Company may refuse or cancel any usernames or passwords it deems inappropriate.
2.2 Technical Support. Company will provide technical support according to its published Support Policy (available at cloudby.co/support). “Reasonable technical support” means support response times and severity definitions as set out in that Policy; customized support tiers (e.g., Business, Enterprise) are available upon request and billed separately.

3. CUSTOMER RESPONSIBILITIES & RESTRICTIONS

3.1 Account Security. Customer is solely responsible for maintaining the security of its account credentials (including administrative and user passwords) and any Equipment used to access the Service.
3.2 Acceptable Use. Customer will comply with Company’s Acceptable Use Policy (at cloudby.co/aup) and all applicable laws. Customer will not:

• Reverse-engineer, decompile or disassemble the Service or Software;

• Create derivative works except as expressly permitted;

• Use the Service for timesharing, rental, or for the benefit of any third party;

• Remove or obscure Company’s proprietary notices.
  3.3 Indemnity. Customer agrees to indemnify and hold harmless Company (and its affiliates, officers, employees, agents) against any liabilities, losses, damages or expenses arising from Customer’s breach of this Section 3 or misuse of the Service.

4. CONFIDENTIALITY & PROPRIETARY RIGHTS

4.1 Confidential Information. “Confidential Information” means non-public business, technical or financial information marked confidential or that reasonably should be understood as confidential. The recipient will (a) protect it with at least the same care it uses for its own confidential data (minimum reasonable care), and (b) use it only to fulfill its obligations under this Agreement. Exceptions: information that (i) becomes public without breach, (ii) was known prior to disclosure, (iii) is rightfully received from a third party, (iv) is independently developed, or (v) must be disclosed by law. Confidentiality obligations expire five years after disclosure.
4.2 Data Ownership. Customer retains all right, title and interest in its data (“Customer Data”). Company retains all right, title and interest in the Service, Software, and any enhancements, plus all related intellectual property.
4.3 Analytics & Improvements. Company may collect and analyze usage and performance data (including aggregated or de-identified Customer Data) to improve the Service, develop new offerings, and for diagnostic purposes.

5. FEES, PAYMENT & DISPUTES

5.1 Subscription Fees. Customer will pay the Fees for its chosen modules and usage tier as set out in its Order Form. If Customer exceeds its quota, access to additional capacity will be suspended until Customer upgrades.
5.2 Fee Changes. Company may change Fees upon 30 days’ prior notice; changes take effect at the start of the next billing cycle.
5.3 Prepaid Credits. Service usage is prepaid via credits purchased within the application. No discounts apply for advanced purchase.
5.4 Invoicing & Late Payments. If billed by invoice, payment is due seven days after issuance. Late payments incur interest at 1.5% per month (or the maximum allowed by law) plus collection costs.
5.5 Disputes. Billing disputes must be submitted in writing within 60 days of the invoice date, detailing the nature of the dispute. Company and Customer will escalate unresolved disputes to their respective finance directors; if still unresolved within 30 days, they may pursue mediation before any formal proceeding.
5.6 Taxes. Customer is responsible for all taxes, duties or levies (other than Company’s net-income taxes) arising from its purchase of the Service.

6. TERM, SUSPENSION & TERMINATION

6.1 Term. This Agreement begins on the Effective Date and continues on a month-to-month or annual basis as selected by Customer, unless terminated earlier under this Section 6.
6.2 Suspension for Non-Payment or Overuse. Company may suspend Customer’s access (but not delete Customer Data) if Customer fails to pay or exceeds its quota. Restoration occurs upon resolution of the underlying issue.
6.3 Termination for Cause. Either party may terminate for material breach upon 30 days’ written notice (immediately for non-payment).
6.4 Effect of Termination. Upon termination, Customer remains liable for Fees through the termination date. Company will make Customer Data available for export for 90 days; thereafter it may be archived or deleted. Archived data can be reinstated for a fee as set out in Company’s Data Retention Schedule.
6.5 Survival. Sections on Fees, Confidentiality, Warranty Disclaimer, Limitation of Liability, and Miscellaneous survive termination.

7. WARRANTY, SLA EXCEPTIONS & FORCE MAJEURE

7.1 Limited Warranty. Company will use industry-standard efforts to maintain the Service, subject to scheduled maintenance and Force Majeure Events.
7.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICE IS PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7.3 Force Majeure. Neither party is liable for delays or failures due to a Force Majeure Event.

8. LIMITATION OF LIABILITY

8.1 Exclusions. EXCEPT FOR CUSTOMER’S INDEMNITY OBLIGATIONS OR LIABILITY FOR BODILY INJURY, NEITHER PARTY NOR ITS SUPPLIERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION.
8.2 Cap. EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM AROSE.

9. DATA PROTECTION & PRIVACY

9.1 Compliance. Company will process Customer Data in compliance with the Malaysian Personal Data Protection Act 2010 (PDPA) and its Privacy Policy (at cloudby.co/privacy).
9.2 Subprocessors. Company may engage subprocessors, subject to confidentiality obligations and PDPA-compliant data processing agreements.

10. MISCELLANEOUS

• Assignment. Customer may not assign without Company’s prior written consent; Company may assign to an affiliate or successor.

• Entire Agreement. This Agreement (including all Exhibits, the Support Policy, AUP, and Privacy Policy) is the complete agreement and supersedes all prior understandings. Modifications require a signed writing.

• Governing Law & Venue. This Agreement is governed by Malaysian law. Exclusive jurisdiction and venue are the courts of Malaysia.

• Press Release & Reference. The parties will jointly issue a press release within 90 days of the Effective Date. Customer agrees to serve as a reference upon Company’s reasonable request.

 

Exhibit A: Service Level Terms

• Availability. ≥ 95% monthly uptime, excluding weekends, Malaysian public holidays, scheduled maintenance, Force Majeure Events, and Customer-requested maintenance.

• Credits. For any continuous outage over 4 hours, Customer may request a credit equal to 5% of monthly Fees per full hour (one credit per day, up to 20% of monthly Fees). Claims must be submitted within 24 hours of outage start. Credits apply only to the month in which the outage occurred.