TERMS AND CONDITIONS
1 HR2eazy SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, HR2eazy [hereinafter will be referred to as the “Company”] will use commercially reasonable efforts to provide Customer the HR2eazy Services ie HRMS and PAYROLL SERVICES POWERED BY HR2eazy SDN BHD. The word Services denotes CLOUD HRMS AND PAYROLL SYSTEMS. Upon the Customer’s service request, which includes ALL THE MODULES PROVIDED FOR BY THE COMPANY, the Company will provide the said services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. The Company reserves the right to refuse registration of, or to terminate any passwords it deems inappropriate and/or unauthorized
1.2 Subject to the terms hereof, Company will provide Customer with reasonable commercial technical support services in accordance with the terms set forth in Exhibit B. 

2 RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the  Contract Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sub licensable license to use such Software during the Term only in connection with the Services and any other acts related with the services.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies that currently in-effect or enforced. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of such Services as it believes may be (or alleged to be) in violation of the foregoing.

3 CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by its prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

4 PROPRIETARY RIGHTS

4.1 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.  Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.    
4.2 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.  

5 PAYMENT

5.1 The Customer shall make an advance payment based on the applicable fees described in the Subscription Form for the Services and Implementation of the Services in accordance with the terms therein (the “Fees”). 
5.2 If Customer’s requires an additional licenses then customer shall pay the additional balance payment due on a pro-rated terms for the current terms before the additional licenses are being granted.
5.3 The new rate shall be the base to be used for subsequence billing[s].
5.4 If the Customer has a reasonable doubt, that Company has billed the Customer incorrectly, the Customer must contact the Company not later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit note.  Inquiries should be directed to Company’s customer support department.
5.5 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received before the expiry of previous payment date.  Late payment of any account shall render the services to be suspended.

6 TERMINATION OF SERVICES

6.1 Subject to earlier termination as stated above, this Agreement is for the Initial Service Term as specified in the Subscription Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2 Upon the termination of services, the Company will make all Customer Data available to Customer for electronic retrieval for a period of not less than thirty (30) days, but thereafter Company may, at its discretion delete the stored Customer Data.
6.3 All sections of this Agreement which by their nature should survive termination, notwithstanding the termination have took place, without affecting the accrued rights to payment, confidentiality obligations, warranty, indemnification and limitations of liability.

7 WARRANTY

Company shall use all the reasonable commercial efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. In the event the Company is unable/failed and/or neglected to provide such advance notice, the Company shall not be liable for any compensation and/or any other form of monetary compensation towards the customer.

8 DISCLAIMER

The Company does not warrant/guarantee, expressly and/or impliedly that that the Services will be uninterrupted and free of error. Nor the Company makes any representation as to the results that may be obtained from use of the said Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATION, BE IT EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY/INJURY TO LIFE AND LIMB OF A PERSON, THE COMPANY AND ITS SUPPLIERS/CONTRACTORS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS/CONTRACTORS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10 INDEMNIFICATION

The Customer must indemnify the Company, in the event of losses suffered, whether technically, monetarily and a loss of live and limbs, which had occurred due to the Customers acts/omission and/or negligence, even if the said losses had incurred due to the acts/omissions/negligence created and/or committed by the Customers contractors, employees, affiliates and any other party bearing the authorization from the Customer.

11 JURISDICTION

In the case of a dispute and/or a disagreement, which could not be settled via negotiation between the Customer and the Company, then the said Dispute shall be resolved in accordance with the Malaysian Civil Laws in the Malaysian Court of Law through a designated Civil Procedure.
11.1 The Customer and the Company hereby agreed that any arising Dispute shall not be made available to Arbitration –at the KL Regional Centre for Arbitration or any other Mediation Services offered by any other authorised Mediation Centres.

EXHIBIT A
Service Level Terms

The Services shall be available 95%, measured monthly, excluding holidays and weekends and scheduled maintenance.  If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.  Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation.
Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than 2 hours, Company shall deduct an amount of 2% from the next generated billing cycle so as to compensate the Customer on the loss hour[s] of service due to the downtime.
In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Such credits may not be redeemed for cash.

EXHIBIT B
Support Terms

Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 6:00 pm Malaysia time, with the exclusion of Public Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling 03-22423524 Ext 216 or any time by emailing
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.