BMO Terms of Service

Important Notice

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF BMO SERVICES AND SOFTWARE.

BY CLICKING “I ACCEPT”, SIGNING A QUOTATION / ORDER FORM THAT REFERENCES THESE TERMS, OR ACCESSING OR USING THE BMO SYSTEM, YOU AGREE TO BE BOUND BY THIS TERMS OF SERVICE (“Agreement”).

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IN THAT CASE, “YOU” AND “YOUR” REFER TO THAT ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.

You may not access the Services or Software if you are a direct competitor of BizCloud Asia Sdn Bhd or Mobiweb Sdn Bhd, except with our prior written consent. You also may not access the Services for the purpose of benchmarking, competitive analysis, or monitoring availability or performance.

This Terms of Service is intended to be read together with our Master Subscription & Service Level Agreement (SLA) and Privacy Notice. In case of any conflict, the Order Form and Master Subscription Agreement will prevail.

1. Definitions

In this Agreement:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control of more than 50% of the voting interests.
• “Agreement” means this BMO Terms of Service / Master Subscription Agreement.
• “Beta Services” means product features or services made available for evaluation (e.g. beta, pilot, limited release, developer preview, non-production).
• “Content” means information we obtain from third-party providers or public sources and make available through the Services.
• “Documentation” means user guides, technical documentation, FAQs, and policies for the Services, as updated from time to time.
• “Malicious Code” means code or software intended to cause harm, including viruses, worms, trojans, ransomware, and time bombs.
• “Non-BizCloud / Non-Mobiweb Application” means any web, mobile, desktop, on-premise or cloud application not provided by us that interoperates with a Service.
• “Order Form” means a quotation, proposal, order form or online subscription form issued by BizCloud Asia Sdn Bhd or Mobiweb Sdn Bhd and accepted by you, describing the Services, modules, users, and fees.
• “Purchased Services” means Services and/or Software you or your Affiliate purchase under an Order Form (as opposed to free trial).
• “Services” or “Software” means the BMO System, modules and related services made available to you online or installed for you, as described in an Order Form.
• “User” means an individual authorised by you to use the Services, such as your employees, staff, consultants, or agents.
• “We”, “Us”, “Our” means BizCloud Asia Sdn Bhd and, where applicable, its affiliate Mobiweb Sdn Bhd.
• “You”, “Your” means the company or legal entity that accepts this Agreement, and its Affiliates who sign Order Forms.
• “Your Data” means all electronic data and information submitted by or for you to the Services, including HR, payroll, CRM, accounting, e-Invoice, and messaging data.

2. Free Trial

If you register for a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of:

• (a) the end of the trial period shown on the registration page or email;
• (b) the start date of any Purchased Service subscription; or
• (c) termination of the trial at our discretion.

ANY DATA YOU ENTER DURING THE FREE TRIAL AND ANY CONFIGURATION OR CUSTOMISATION YOU PERFORM MAY BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE OR EXPORT YOUR DATA BEFORE THE TRIAL ENDS.

DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

3. Our Responsibilities

3.1 Provision of Services

Subject to this Agreement and the applicable Order Form, we will:

• Make the Purchased Services available to you during the subscription term;
• Provide basic support as described in the SLA (and enhanced support if purchased);
• Use commercially reasonable efforts to make online Services available 24×7, except for: planned maintenance and any downtime caused by factors outside our reasonable control (e.g. power, telco, data centre, network or third-party failures, force majeure events).

3.2 Protection of Your Data

We will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Your Data while it is hosted in our cloud infrastructure, as described in our Documentation and Privacy Notice.

For client-hosted / on-premise / PC-hosted installations, you are responsible for your own hardware, operating system, network, firewall, security, antivirus, backup and restore.

3.3 Our Personnel

We are responsible for the performance of our employees and contractors and their compliance with this Agreement, within the scope of services we provide.

3.4 Beta Services

From time to time we may provide Beta Services at no charge. Beta Services are for evaluation only, may be changed or discontinued at any time, and are provided “AS IS” without warranty.

4. Use of Services and Content

4.1 Subscriptions

Unless stated otherwise in an Order Form, Services and Software are provided as subscriptions for the term specified in the Order Form.

4.2 Usage Limits

Your use of the Services may be subject to usage limits (e.g. number of users, branches, devices, messages, storage, transactions) as stated in the Order Form or Documentation. You agree not to exceed these limits. If you exceed them, we may:

• Ask you to reduce usage; and/or
• Issue an additional Order Form or invoice for the extra usage.

4.3 Your Responsibilities

You agree to:

• Ensure Users comply with this Agreement and your internal policies;
• Be responsible for the accuracy, quality, legality and content of Your Data;
• Use reasonable efforts to prevent unauthorised access to Services and notify us promptly of any suspected security incident;
• Use the Services only in accordance with applicable laws and regulations (including PDPA, employment, tax, financial, anti-spam and telco rules).

You must NOT use the Services, website or software to send, store or publish any content that is: unlawful, harassing, fraudulent, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, racist, hateful, misleading, scam-related, or otherwise in violation of any law or third-party rights.

We may suspend or terminate your account immediately if we reasonably believe you are using the Services for illegal, abusive, spam or prohibited activities. In such cases, fees paid are not refundable.

4.4 Usage Restrictions

You agree that you will not:

• Resell, sublicense, rent or lease the Services to third parties;
• Use the Services to provide a competing product or service;
• Introduce Malicious Code into the Services;
• Attempt to gain unauthorised access to the Services or related systems;
• Reverse engineer or attempt to derive source code from the Services (where prohibited by law);
• Use the Services to infringe intellectual property or privacy rights.

5. Non-BizCloud / Non-Mobiweb Providers

The Services may interoperate with or rely on third-party applications or services (such as payment gateway, SMS / WhatsApp providers, government e-Invoice platforms, or client-hosted systems). Any contract with these providers is between you and the provider. We are not responsible for the acts, omissions, performance or security of third-party providers.

If you enable a third-party integration, you authorise us to exchange Your Data with that provider to enable the integration. We are not responsible for any modification, deletion or misuse of Your Data by such third-party providers.

6. Fees and Payment

You agree to pay all fees specified in Order Forms. Unless otherwise stated:

• Fees are based on subscriptions purchased, not actual usage;
• All payment obligations are non-cancelable and fees are non-refundable;
• Quantities (users, modules, branches, messages, etc.) cannot be reduced during the subscription term.

Invoices are payable within the period specified in the Order Form (typically 30 days). Late payments may incur interest and may result in suspension of Services until full payment is received.

Fees are exclusive of taxes (e.g. SST). You are responsible for all applicable taxes, except those based on our own income.

7. Proprietary Rights and Licences

The Services, Software and Content are owned by us and/or our licensors and are protected by intellectual property laws. No rights are granted to you other than those expressly stated in this Agreement.

You grant us a limited licence to host, process and display Your Data solely for the purpose of providing the Services and related support.

You grant us a royalty-free licence to use suggestions or feedback you provide to improve our products and services.

8. Confidentiality

Each party agrees to protect the other party’s confidential information with at least the same care it uses to protect its own similar information (and not less than reasonable care).

Confidential information may be disclosed where required by law, subject to reasonable prior notice (where legally permitted).

9. Warranties and Disclaimers

Each party represents that it has the legal power to enter into this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, SOFTWARE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Mutual Indemnification

In general, we will defend you against third-party claims alleging that the core BMO Service infringes intellectual property rights, and you will defend us against third-party claims arising from Your Data, illegal use, or breach of this Agreement. Any such obligations will be subject to prompt notification, control of defence, and reasonable cooperation.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term and Termination

This Agreement starts on the date you first accept it and continues until all subscriptions have expired or been terminated.

Each subscription term is specified in the Order Form and will renew as stated there, unless either party gives timely written notice of non-renewal.

Either party may terminate this Agreement for material breach if the breach is not remedied within a reasonable cure period after written notice, or if the other party becomes insolvent or subject to similar proceedings.

13. Data Portability on Termination

Upon written request made within thirty (30) days after termination or expiry, we will provide you with access to export Your Data as described in the Documentation (for cloud-hosted Services). After that period, we may delete or anonymise Your Data, except where retention is required by law.

14. General Provisions

This Agreement is governed by the laws of Malaysia. Any dispute that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts of Malaysia.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship.

If any provision of this Agreement is held invalid, the remaining provisions will remain in full force and effect.

This Agreement, together with the applicable Order Forms, Privacy Notice and SLA, constitutes the entire agreement between the parties regarding the Services and supersedes all prior proposals or agreements, whether written or oral, relating to the same subject matter.