Terms of Service

 
 
 

Software-as-a-Service (SaaS) Terms of Service

Last Updated: 1 April 2025

Parties to the Agreement:

  • Service Provider: MYWave ("MYWave").
  • Client: The entity or individual subscribing to the services described in the agreed quotation (the "Client").

1. Definitions and Interpretation

1.1 Defined Terms

Agreement: The contract comprising the agreed quotation, these terms of service, and any referenced policies or schedules.

Client Data: Any data inputted by the Client into the system or generated by the system as a result of the Client’s use.

Confidential Information: Any non-public information exchanged between the parties that is designated confidential or reasonably understood to be so.

Force Majeure Event: Circumstances beyond the reasonable control of either party, such as natural disasters, cyber-attacks, or government restrictions.

Platform: The software-as-a-service (SaaS) applications provided by the Service Provider, including updates, functionalities, and hosting services.

Services: The cloud-based HRMS solutions and associated support as detailed in the agreed quotation.

2. Scope of Services

2.1 License Grant

The Service Provider grants the Client a non-exclusive, non-transferable license to use the Platform for its internal business purposes during the term of this Agreement.

 

2.2 Usage Restrictions

The Client agrees not to:

        • Reverse engineer, copy, or modify the Platform.
        • Use the Platform for unlawful activities.
        • Share access credentials with unauthorized third parties.

 

2.3 Usage Limits

The Client’s use of the Platform is subject to the usage limits specified in the agreed quotation. Exceeding these limits may result in additional charges, which will be communicated and invoiced accordingly.

 

2.4 Service Enhancements

The Service Provider may enhance, update, or release new functionalities periodically to improve the Platform’s performance and compliance.

 

2.5 System Requirements

The Client is responsible for ensuring that its systems meet the technical requirements necessary to access and use the Platform, including hardware, software, and internet connectivity.

3. Fees and Payment

3.1 Fees

The Client agrees to pay the fees outlined in the agreed quotation.

 

3.2 Invoicing and Payment
      1. Invoices will be issued electronically and must be paid within the specified number of days from the date of issuance, as indicated on the invoice, or
      2. Late payments may incur interest at 2% per month.
      3. The Service Provider reserves the right to suspend access until the account is brought current.

 

3.3 Adjustments

Fees may be adjusted for additional users or modules activated by the Client during the subscription term.

 

3.4 Changes to Fees

The Service Provider reserves the right to adjust fees by providing written notice of any changes at least sixty (60) days before they take effect. Continued use of the service constitutes acceptance of the revised fees.

 

3.5 System Requirements

The Client is responsible for ensuring that its systems meet the technical requirements necessary to access and use the Platform, including hardware, software, and internet connectivity.

4. Acceptance of Terms and Amendment of Agreement

4.1 Acceptance of Terms

By accessing and using the Platform, the Client acknowledges that it has read, understood, and agreed to be bound by the terms of this Agreement.

 

4.2 Amendment of Agreement

The Service Provider reserves the right to amend this Agreement by providing written notice to the Client or by updating the terms on the Service Provider’s website. Continued use of the Platform following any amendments constitutes acceptance of the revised terms.

 

4.3 Default Terms

In the absence of a signed agreement or specific terms, the Service Provider reserves the right to apply its standard terms and fees as updated and communicated to the Client.

5. Data Protection and Privacy

5.1 Data Ownership

The Client retains ownership of all Client Data. The Service Provider will process this data solely for fulfilling its obligations under this Agreement.

 

5.2 Security

The Service Provider will implement industry-standard measures to protect Client Data, including regular backups and vulnerability assessments.

 

5.3 Data Breach Notification

In the event of a data breach, the Service Provider will notify the Client within twenty-four (24) hours of discovery.

6. Warranties and Disclaimers

6.1 Service Provider Warranties

The Service Provider warrants that:

        1. It has the legal right to enter into this Agreement.
        2. The Services will be performed with reasonable skill and diligence.

 

6.2 Exclusions

The Service Provider does not warrant uninterrupted access to the Platform and is not liable for issues caused by third-party services or Force Majeure Events.

7. Termination

7.1 Termination for Convenience

Either party may terminate this Agreement by providing sixty (60) days' written notice.

7.2 Termination for Cause

The Agreement may be terminated if either party:

        1. Breaches a material term and fails to remedy it within thirty (30) days of receiving notice.
        2. Becomes insolvent or ceases operations.
7.3 Post-Termination Obligations

Upon termination, the Client:

        1. Must cease using the Platform.
        2. May request a backup of Client Data within thirty (30) days.
        3. After the thirty (30) day period, all Client Data will be permanently deleted and will not be retrievable.

8. Indemnity and Liability

8.1 Indemnity

Each party agrees to indemnify the other against claims arising from its negligence or breach of this Agreement.

8.2 Limitation of Liability

The Service Provider’s liability is limited to the fees paid by the Client in the six (6) months preceding the claim.

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9. Force Majeure

Neither party will be liable for delays or failure to perform caused by Force Majeure Events. The affected party must promptly notify the other and resume performance as soon as practicable.

10. General Provisions

10.1 Governing Law

This Agreement is governed by the laws of Malaysia. If a dispute arises, the parties will first try to resolve it through good faith negotiation. If that fails, the dispute will be referred to mediation under the Malaysian Mediation Centre rules before going to court.

10.2 Confidentiality

Both parties must keep Confidential Information secure and not disclose it to third parties without prior written consent.

10.3 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings.

10.4 Notices

All notices under this Agreement must be in writing and delivered by email or registered post to the addresses specified in the agreed quotation.

10.5 Marketing Rights

The Client agrees that the Service Provider may use the Client’s trade name, corporate marks, and logo to identify the Client as a customer for promotional and marketing purposes.

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Contact Information

For questions or further information regarding these Terms, or make any suggestions or ideas concerning the Service, please email enquiry@mywave.biz.

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