What You Need to Know
Before diving into the legal details, here’s a quick overview of the key points:
What CSoft Offers:
We provide a cloud-based software platform with ready-made modules to help you digitise your workflows and access your given proprietary databases.
Your Subscription:
You pay subscription fees (monthly or annually) for access to our Services. Fees are non-refundable except in specific circumstances outlined below.
Your Data:
You own your content. We only use it to provide our Services and comply with Malaysian law. We protect your data in accordance with the Personal Data Protection Act 2010.
Our Data:
The databases, analytics, and information in our system belong to us. You can use them for your internal business purposes, but you can’t resell them or use them to build competing products.
Cancellation:
You can cancel with 30 days’ notice after completing a minimum 6-month subscription period. If you cancel early, you’ll need to pay for the remainder of the minimum period.
Limitations:
We provide our Services “as is” and aren’t liable for business decisions you make based on our data. Our total liability is capped at the fees you paid in the previous 6 months.
Malaysian Law:
These Terms are governed by Malaysian law, and disputes are resolved in Malaysian courts.
1. INTRODUCTION AND ACCEPTANCE
These Terms of Service (“Terms“) govern your use of the software and services provided by CSoft Solutions Sdn Bhd (Registration No.: 201001025085 (908996-M)) (“CSoft“, “we**”, “us“, or “our“), a company incorporated in Malaysia with its registered address at [N-13-13A, SS15 Courtyard (First Subang), Jalan SS 15/4G, SS15, 47500 Subang Jaya Selangor, Malaysia].
By creating a CSoft account, clicking “Sign Up”, “Register”, “Subscribe”, “I Accept”, or any similar button, by executing an Order Form referencing these Terms, or by accessing or using our Services, you agree to be bound by these Terms.
What you’re agreeing to:
- You’ve read and understood these Terms and agree to follow them.
- You’ve reviewed our Privacy Policy at [www.csoft.my/privacy-policy], which is part of these Terms.
- You have the legal right to enter into this agreement. If you’re signing up on behalf of a company or organisation, you have the authority to bind that entity to these Terms.
- If you’re using our Services for an organisation, both you and the organisation are bound by these Terms.
- You’ll comply with all applicable Malaysian laws and regulations when using our Services.
2. SERVICES AND LICENCE GRANT
2.1 What We Provide
When you subscribe to CSoft, we’ll give you access to our Services during your subscription period, according to the plan you’ve chosen.
2.2 Your Licence to Use Our Services
We grant you a limited, non-exclusive, non-transferable, and revocable licence to:
- Access and use the CSoft System and our databases;
- Allow your authorised employees and contractors to use the Services;
- Use our documentation and support materials; and
- Use any mobile apps or browser extensions we provide,
solely for your internal business purposes and according to these Terms and your subscription plan.
2.3 What You Can’t Do
You agree not to:
- Use our Services for anything other than your internal business operations;
- Exceed the usage limits in your subscription plan;
- Resell, rent, lease, or provide access to our Services to third parties;
- Use our Services to provide services to your clients ;
- Copy, modify, reverse engineer, or try to extract our source code;
- Remove our copyright notices or trademarks;
- Use our Services or data to train AI models or build competing products;
- Monitor our Services for competitive purposes or benchmarking;
- Upload any content that:
- Is illegal, harmful, threatening, abusive, or objectionable;
- Infringes someone else’s intellectual property or privacy rights;
- Contains viruses or malicious code;
- Violates Malaysian law;
- Try to hack, disrupt, or gain unauthorised access to our Services;
- Use bots or scrapers to extract data;
- Bypass our security features or usage limits;
- Publish our data on public websites or social media without our written permission;
- Overload our servers or interfere with other users; or
- Violate these Terms, our documentation, or Malaysian law.
2.4 We Keep Our Rights
We retain all rights to our Services except for the limited licence we’ve given you. You don’t own our software, databases, or intellectual property—you’re just licensed to use them.
2.5 Changes to Our Services
We may need to modify, update, or discontinue features from time to time. We might also need to perform maintenance that temporarily makes the Services unavailable.
We’ll try to give you advance notice of major changes that affect your use, but we don’t need to notify you about routine updates, bug fixes, or emergency maintenance.
3. YOUR ACCOUNT AND AUTHORISED USERS
3.1 Registration
To use our Services, you’ll need to create an account. Please provide accurate information and keep it up to date.
3.2 Account Security
You’re responsible for keeping your account secure. Please:
- Use strong passwords and change them regularly;
- Don’t share your login credentials;
- Tell us immediately if you suspect unauthorised access;
- Take reasonable steps to prevent unauthorised access; and
- Remember that you’re responsible for everything that happens under your account.
We’re not liable for losses from unauthorised account use if you haven’t followed these security practices.
3.3 Managing Your Team
Make sure that:
- You don’t exceed your licensed number of users;
- Each person has their own unique login;
- Your team members follow these Terms;
- You keep a current list of authorised users (we may ask for it);
- You promptly remove access when someone leaves your team;
- Your team members are bound by confidentiality obligations;
- You’re responsible for your team’s actions as if they were your own.
3.4 Account Administrators
People with admin access to your account can change settings, manage users, and access billing information. We’ll rely on instructions from your admins, and you agree we’re not liable for changes they make.
3.5 When We Might Suspend Your Account
We may suspend your account without notice if:
- You or your team violates these Terms;
- Your account has been compromised;
- You haven’t paid your fees; or
- Continued access poses a security risk or violates Malaysian law.
We’ll try to notify you and restore access once the issue is resolved, unless the suspension was due to your breach of these Terms.
4. YOUR CONTENT AND DATA
4.1 You Own Your Content
You retain all rights to the content you upload to our Services. We don’t claim ownership of your data.
4.2 What We Can Do with Your Content
You give us permission to access, use, store, and process your content to:
- Provide and maintain our Services;
- Do what you ask us to do through the Services;
- Keep our system secure and functioning properly;
- Comply with Malaysian law or court orders;
- Create anonymised statistics that don’t identify you or anyone else; and
- Fulfil our obligations under these Terms.
4.3 Your Responsibilities
You promise that:
- You have the right to upload your content and give us this permission;
- Your content doesn’t:
- Violate Malaysian law;
- Infringe anyone’s intellectual property or privacy rights;
- Contain viruses or harmful code;
- Any personal data in your content complies with the Personal Data Protection Act 2010, and you’ve obtained necessary consents;
- Your content is accurate and complete; and
- You’ll comply with all applicable laws.
4.4 Our Rights Regarding Your Content
We reserve the right to:
- Monitor your content to ensure compliance with these Terms and Malaysian law;
- Remove content that violates these Terms or poses security risks;
- Retain your content as required by law; and
- Disclose your content to authorities if required by law or to protect rights and safety.
4.5 Backups and Data Retention
While we maintain system backups:
- You’re responsible for backing up your own content;
- We may delete your content after your subscription ends; and
- We have no obligation to return your content after termination, except as required by Malaysian law.
4.6 Usage Data
We collect data about how you use our Services (like access patterns and feature usage). This “Usage Data” doesn’t include your content. We own this data and can use it to improve our Services, develop new products, and for other business purposes—even after your subscription ends.
5. FEES AND PAYMENT
5.1 Subscription Fees
You’ll pay the subscription fees specified in your Order Form or as otherwise agreed. All fees are in Malaysian Ringgit (MYR) unless stated otherwise.
5.2 Payment Terms
- Fees are paid in advance for each subscription period;
- Payment is due within 14 days of our invoice;
- You can pay by FPX, credit card, debit card, bank transfer, or cheque;
- Invoices are available in your account; and
- Pay the full amount without deductions (except as required by law).
5.3 Late Payment
If you don’t pay on time, we may:
- Charge 1.5% monthly interest on overdue amounts;
- Suspend your access until you’ve paid; and
- Terminate your subscription.
5.4 Taxes
- Our fees don’t include taxes;
- You’re responsible for all applicable taxes (sales tax, service tax, etc.), except taxes on our income;
- If we must collect taxes, we’ll invoice you separately; and
- If you must withhold taxes, you’ll pay us extra to cover the withholding and provide proof of payment to authorities.
5.5 Fee Changes
- We may revise our fees with 30 days’ notice;
- New fees take effect at your next renewal;
- If you don’t agree to new fees, you can cancel before renewal; and
- If you don’t cancel, you accept the new fees.
5.6 Overage Charges
If you exceed your plan’s limits (users, API calls, storage, etc.), we may:
- Charge you extra at the rates in your Order Form; or
- Suspend access until you upgrade or reduce usage.
Overage charges are due within 14 days of invoice.
5.7 No Refunds
Except as specifically stated in these Terms or required by Malaysian law, all fees are non-refundable. You won’t get refunds for:
- Unused portions of your subscription;
- Unused features or licences;
- Periods when you choose not to use the Services; or
- Suspensions due to your breach or non-payment.
6. TERM, RENEWAL, AND TERMINATION
6.1 Subscription Period
Your subscription starts on the date in your Order Form and continues for the initial term specified, unless terminated earlier.
6.2 Automatic Renewal
Your subscription automatically renews for periods equal to your initial term (or one year, whichever is shorter) unless either party gives 30 days’ notice before the current term ends.
6.3 Cancelling Your Subscription
- You can cancel with 30 days’ notice if:
- You’ve been subscribed for at least 6 months; and
- You pay fees for the remainder of the current term.
- If you cancel before 6 months, you must pay fees for the remainder of the 6-month minimum period.
6.4 Termination for Breach
Either party can terminate immediately if:
- The other party materially breaches these Terms and doesn’t fix it within 14 days of notice; or
- The other party becomes insolvent or enters bankruptcy proceedings.
6.5 When We Can Terminate
We can suspend your access or terminate immediately if:
- You don’t pay within 14 days of a payment notice;
- You or your team violates the licence restrictions or acceptable use policy;
- Your use poses security risks;
- We reasonably believe you’re violating Malaysian law;
- A court or regulator requires us to terminate;
- You engage in fraudulent, abusive, or illegal activity;
- Your representations to us are untrue or misleading; or
- We discontinue the Services (with 90 days’ notice, except in emergencies).
6.6 What Happens After Termination
When your subscription ends:
- Your licence to use our Services ends immediately;
- You and your team must stop using our Services;
- You remain liable for all fees up to the termination date;
- We may disable your account;
- We may delete your content according to our retention policies;
- You must return or destroy our confidential information within 7 days; and
- Certain sections of these Terms survive termination (ownership, usage data, no refunds, indemnification, liability limits, confidentiality, intellectual property, governing law, and general provisions).
6.7 Refunds After Termination
- If we discontinue the Services, we’ll refund unused prepaid fees on a pro-rated basis.
- If you cancel or we terminate for your breach, you don’t get refunds (except as required by Malaysian law).
7. REPRESENTATIONS AND WARRANTIES
7.1 What We Both Promise
Each of us represents that:
- We’re properly organised and in good standing;
- We have authority to enter into these Terms;
- We’ve properly authorised this agreement;
- These Terms are binding and enforceable;
- This agreement doesn’t violate any laws or other agreements; and
- We’ll comply with all applicable Malaysian laws.
7.2 What You Promise
You represent and warrant that:
- All information you provide is accurate and complete;
- You have all necessary licences and permits to use our Services;
- You’re using our Services for lawful purposes only;
- You’ve obtained proper consents for any personal data you provide, in compliance with the Personal Data Protection Act 2010;
- Your content doesn’t infringe anyone’s rights;
- You won’t overload or damage our systems; and
- You and your team will follow these Terms.
7.3 Important Disclaimers
Except as expressly stated in these Terms, our Services are provided “as is” and “as available”. To the maximum extent permitted by Malaysian law, we disclaim all warranties, including:
- Any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
- Any warranties that the Services will be uninterrupted, error-free, or secure;
- Any warranties about the accuracy, completeness, or reliability of our data;
- Any warranties that the Services will meet your specific requirements; and
- Any warranties that defects will be corrected.
You acknowledge that:
- Our data comes from multiple sources we believe reliable, but we don’t independently verify everything;
- Our Services are for general information only and don’t constitute professional advice (real estate, legal, accounting, tax, or financial advice);
- Don’t rely solely on our data for business decisions—do your own due diligence;
- Any reliance on our Services is at your own risk; and
- We’re not liable for decisions you make based on our data.
8. INDEMNIFICATION
8.1 Your Indemnification Obligations
You’ll indemnify, defend, and hold harmless CSoft, our affiliates, and our directors, officers, employees, and agents from all claims, liabilities, damages, costs, and expenses (including legal fees) arising from:
- Your use or misuse of our Services;
- Your breach of these Terms;
- Your content, including claims it infringes rights or violates privacy laws;
- Your violation of Malaysian law;
- Third-party claims related to your use of our Services;
- Your failure to obtain proper consents for personal data;
- Unauthorised account access due to your security failures;
- Negligence, wilful misconduct, or fraud by you or your team;
- Fines imposed on us due to your breach (if not our fault); and
- Claims by your team members or others you’ve given access to.
8.2 Indemnification Process
- We’ll notify you promptly of any claim (though delays don’t excuse you unless you’re materially harmed);
- You can control the defence if you:
- Don’t admit liability for us or impose obligations on us without our consent;
- Let us participate at our own expense; and
- Keep us informed and consult on material decisions.
- If you don’t defend within a reasonable time, we can defend ourselves and you’ll reimburse our costs.
8.3 Survival
Your indemnification obligations survive termination of these Terms.
9. LIMITATION OF LIABILITY
9.1 No Consequential Damages
To the maximum extent permitted by Malaysian law, we’re not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including:
- Loss of profits, revenue, business opportunities, goodwill, or reputation;
- Loss of data or information;
- Cost of substitute services;
- Business interruption or downtime;
- Loss of use of the Services or data; or
- Any other commercial or economic loss,
whether arising from these Terms, the Services, or your use or inability to use the Services, regardless of legal theory (contract, tort, negligence, strict liability, or otherwise), even if we knew such damages were possible.
9.2 Cap on Our Liability
To the maximum extent permitted by Malaysian law, our total liability to you for all claims arising from these Terms, the Services, or your use or inability to use the Services shall not exceed the total subscription fees you actually paid us in the 6 months immediately before the event giving rise to the claim.
9.3 Exceptions
The above limitations don’t apply to:
- Your indemnification obligations;
- Your breach of licence restrictions or confidentiality;
- Your infringement of our intellectual property;
- Your gross negligence, wilful misconduct, or fraud; or
- Liability that can’t be excluded under Malaysian law.
9.4 Specific Disclaimers
We’re not liable for:
- Service disruptions due to internet issues, telecommunications failures, power outages, or other events beyond our control;
- Errors or inaccuracies in our data;
- Loss of your content (if we’ve met our obligations);
- Delays caused by third-party service providers;
- Unauthorised account access due to your security failures;
- Decisions you make based on our Services; or
- Third-party claims related to your use of our Services.
9.5 Mitigation
Each party must take reasonable steps to mitigate losses, and liability is reduced to the extent you fail to mitigate.
9.6 Fair Allocation of Risk
You acknowledge that these liability limitations represent a fair allocation of risk given the nature of our Services, the subscription fees, and insurance availability. We wouldn’t enter into these Terms without these protections.
9.7 Essential Purpose
These limitations apply even if any remedy fails of its essential purpose.
10. ACCEPTABLE USE POLICY
10.1 Prohibited Activities
Beyond the restrictions in Section 2.3, you and your team must not:
- Use our Services for any unlawful, fraudulent, or malicious purpose;
- Transmit or store content that:
- Is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful;
- Infringes intellectual property or privacy rights;
- Contains viruses or malicious code;
- Violates privacy or data protection rights;
- Impersonate others or misrepresent your affiliations;
- Forge headers or manipulate identifiers;
- Send spam, junk mail, or unsolicited advertising;
- Stalk, harass, threaten, or harm anyone;
- Interfere with or disrupt our Services or connected systems;
- Try to hack or gain unauthorised access;
- Use unauthorised bots or scrapers (except our official API);
- Test vulnerabilities or breach security measures;
- Launch denial-of-service attacks or overload our infrastructure;
- Use our Services to build competing products or train AI models;
- Reverse engineer our software (except as permitted by Malaysian law);
- Remove our copyright notices or trademarks;
- Damage or interfere with our Services or other users; or
- Encourage others to do any of the above.
10.2 Reporting Violations
If you become aware of violations, please notify us at [admin@csoft.my].
10.3 Enforcement
We may (but aren’t required to):
- Monitor your use for compliance;
- Investigate suspected violations;
- Remove content that violates these Terms;
- Suspend or terminate your access; and
- Cooperate with law enforcement.
10.4 No Monitoring Obligation
We have no obligation to monitor your content, and we’re not liable for content uploaded by you or others.
11. CONFIDENTIALITY
11.1 What’s Confidential
“Confidential Information” means information disclosed by one party to the other in connection with these Terms, whether marked “confidential” or not, including:
- For CSoft: Our system, data, documentation, source code, algorithms, technical information, business information, pricing, and customer information;
- For you:Your content, business information, and customer information; and
- The terms of this agreement, including fees.
Confidential Information doesn’t include information that:
- Is or becomes publicly available (not through breach);
- You already had before disclosure;
- You receive from a third party without confidentiality restrictions;
- You independently develop without using the other party’s information; or
- Must be disclosed by law (with notice to the other party if legally permitted).
11.2 Confidentiality Obligations
Each party must:
- Keep the other’s Confidential Information strictly confidential;
- Not disclose it to third parties, except to:
- Employees, contractors, and advisors who need to know and are bound by confidentiality obligations; or
- As permitted by these Terms or with written consent;
- Use it only for purposes of these Terms;
- Protect it with at least reasonable care;
- Notify the other party of any unauthorised use or disclosure;
- Cooperate to prevent further disclosure; and
- Return or destroy it upon request or termination.
11.3 Permitted Disclosures
You may disclose our Confidential Information to:
- Your employees and contractors who need it (if bound by confidentiality);
- Professional advisors (lawyers, accountants) under professional confidentiality duties;
- Potential acquirers or investors (if bound by confidentiality agreements); and
- Authorities as required by law.
11.4 Remedies
Breach of confidentiality may cause irreparable harm for which money damages are inadequate. The injured party may seek injunctive relief in addition to other remedies.
11.5 Survival
Confidentiality obligations survive for 5 years after termination, except trade secrets remain confidential indefinitely.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Our Intellectual Property
We (and our licensors) own all intellectual property rights in:
- The CSoft System and all its components;
- Our databases and data (except your content);
- Our documentation and materials;
- Our trademarks, logos, and brand elements;
- Any improvements or modifications to the above; and
- All feedback or suggestions you provide about our Services.
These Terms don’t transfer any ownership to you—you only get the limited licence described in Section 2.2.
12.2 Your Intellectual Property
You retain all rights to your content. We don’t claim ownership of what you upload.
12.3 Feedback
If you provide feedback, suggestions, or ideas about our Services, we can use them freely without any obligation to you.
12.4 Trademarks
You may not use our trademarks, logos, or brand elements without our prior written permission.
12.5 Copyright Infringement
If you believe content in our Services infringes your copyright, contact us at [admin@csoft.my] with:
- Identification of the copyrighted work;
- Identification of the infringing material;
- Your contact information;
- A statement that you believe in good faith the use is unauthorised;
- A statement that your notice is accurate; and
- Your physical or electronic signature.
We’ll investigate and take appropriate action under Malaysian copyright law.
13. DATA PROTECTION AND PRIVACY
13.1 Personal Data Protection
We process personal data in accordance with:
- The Personal Data Protection Act 2010 of Malaysia;
- Our Privacy Policy at [www.csoft.my/privacy-policy]; and
- Any Data Processing Agreement we may enter into with you.
13.2 Your Responsibilities
When you provide personal data to us, you represent that:
- You’ve obtained all necessary consents from data subjects;
- You’ve complied with the Personal Data Protection Act 2010;
- You have authority to disclose the personal data to us; and
- We can process it as described in these Terms and our Privacy Policy.
13.3 Data Location
Our Services are hosted in [specify location]. Your data may be stored and processed in Malaysia or other countries where we or our service providers operate.
13.4 Data Security
We implement reasonable technical and organisational measures to protect your data, but no system is completely secure. You’re responsible for:
- Maintaining secure account credentials;
- Controlling access to your account;
- Backing up your content; and
- Implementing your own security measures.
13.5 Data Breach Notification
If we become aware of unauthorised access to your personal data, we’ll notify you and relevant authorities as required by the Personal Data Protection Act 2010.
14. THIRD-PARTY SERVICES AND LINKS
14.1 Third-Party Services
Our Services may integrate with or link to third-party services, websites, or applications. We don’t control these third parties and aren’t responsible for:
- Their availability, accuracy, or content;
- Their terms of service or privacy policies;
- Your interactions with them; or
- Any damages arising from your use of them.
14.2 Your Responsibility
When you use third-party services:
- You’re subject to their terms and policies;
- You should review their terms before use;
- You use them at your own risk; and
- We’re not liable for any issues that arise.
14.3 No Endorsement
Links to third-party services don’t imply our endorsement or affiliation.
15. FORCE MAJEURE
15.1 Excused Performance
Neither party is liable for delays or failures in performance due to events beyond reasonable control, including:
- Natural disasters (floods, earthquakes, storms);
- War, terrorism, or civil unrest;
- Government actions or regulatory changes;
- Labour disputes or strikes;
- Telecommunications or internet failures;
- Power outages;
- Pandemics or epidemics; or
- Other events beyond reasonable control.
15.2 Notice and Mitigation
The affected party must:
- Promptly notify the other party;
- Use reasonable efforts to mitigate the impact; and
- Resume performance as soon as reasonably possible.
15.3 Termination for Extended Force Majeure
If a force majeure event prevents performance for more than 60 consecutive days, either party may terminate these Terms with written notice.
16. CHANGES TO THESE TERMS
16.1 How We Update These Terms
We may revise these Terms from time to time to reflect:
- Changes in our Services or business practices;
- Changes in Malaysian law or regulations;
- Security or technical requirements; or
- Other legitimate business reasons.
16.2 Notice of Changes
When we make material changes to these Terms, we’ll notify you by:
- Posting the updated Terms on our website with a new “Last Updated” date;
- Sending an email to the address associated with your account; or
- Displaying a prominent notice in your account dashboard.
We’ll provide at least 30 days’ notice before material changes take effect.
16.3 Your Options
If you don’t agree with the revised Terms:
- You can terminate your subscription before the changes take effect; or
- You can contact us to discuss your concerns.
If you continue using our Services after the changes take effect, you accept the revised Terms.
16.4 Minor Changes
We may make minor changes (like fixing typos or clarifying language) without notice. These don’t materially affect your rights or obligations.
17. SERVICE LEVEL AND SUPPORT
17.1 Service Availability
We strive to maintain high availability of our Services, but we don’t guarantee uninterrupted access. Our Services may be temporarily unavailable due to:
- Scheduled maintenance (we’ll try to notify you in advance);
- Emergency maintenance or security updates;
- Events beyond our control (internet outages, hosting provider issues); or
- Your breach of these Terms.
17.2 Support
We provide support to subscribers through:
- Email support at [support@csoft.my];
- Documentation and help resources in your account;
- Online knowledge base and FAQs; and
- Other support channels as specified in your subscription plan.
Support is available during our business hours (9:00 AM to 6:00 PM MYT, Monday to Friday, excluding Malaysian public holidays).
17.3 Service Level Agreement
For enterprise subscribers, specific service level commitments may be set out in a separate Service Level Agreement (SLA). If you have an SLA, its terms supplement these Terms. Contact us at [admin@csoft.my] for information about enterprise plans with SLA coverage.
18. CONTACT US
18.1 How to Reach Us
If you have questions, concerns, or need support regarding these Terms or our Services, please contact us:
CSoft Solutions Sdn Bhd
Registration No.: 201001025085 (908996-M)\
Address: [N-13-13A, SS15 Courtyard (First Subang), Jalan SS 15/4G, SS15, 47500 Subang Jaya Selangor, Malaysia]
Email:
- General inquiries: [admin@csoft.my]
- Support: [support@csoft.my]
- Legal matters: [admin@csoft.my]
- Privacy concerns: [admin@csoft.my]
- Compliance issues: [admin@csoft.my]
Phone: [+6011 6071 3831]
Business Hours: 9:00 AM to 6:00 PM MYT, Monday to Friday (excluding Malaysian public holidays)
18.2 Response Time
We aim to respond to all inquiries within 2 business days. For urgent matters, please mark your email as “Urgent” in the subject line.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law
These Terms are governed by and construed in accordance with the laws of Malaysia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Jurisdiction
Subject to Clause 19.3 below, the courts of Malaysia shall have exclusive jurisdiction over any disputes arising from or relating to these Terms or our Services.
19.3 Dispute Resolution Process
Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through the following process:
Step 1: Informal Negotiation (30 days)
If a dispute arises, either party may notify the other in writing describing the dispute. The parties’ representatives will meet (in person or virtually) and attempt to resolve the dispute informally within 30 days.
Step 2: Mediation (Optional, 30 days)
If informal negotiation doesn’t resolve the dispute, either party may propose mediation. If both parties agree, they’ll select a mutually acceptable mediator and attempt to resolve the dispute through mediation within 30 days.
Step 3: Litigation
If the dispute isn’t resolved through negotiation or mediation (or if either party declines mediation), either party may commence legal proceedings in the courts of Malaysia.
19.4 Injunctive Relief
Nothing in this Clause 19 prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect intellectual property rights or confidential information.
19.5 Costs
Each party bears its own costs for dispute resolution, except that the prevailing party in litigation may be entitled to recover reasonable legal costs as determined by the court.
20. GENERAL PROVISIONS
20.1 Entire Agreement
These Terms, together with your Order Form, our Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and CSoft regarding our Services and supersede all prior agreements, understandings, and communications.
20.2 Amendments
These Terms may only be amended:
- By CSoft in accordance with Section 16 (Changes to These Terms); or
- By written agreement signed by both parties.
20.3 Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to:
- An affiliate or subsidiary;
- A successor in connection with a merger, acquisition, or sale of assets; or
- Any other party with your consent.
Any attempted assignment in violation of this clause is void.
20.4 No Waiver
Our failure to enforce any provision of these Terms doesn’t waive our right to enforce it later. Any waiver must be in writing and signed by us.
20.5 Severability
If any provision of these Terms is found invalid or unenforceable by a court, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if that’s not possible, it will be severed. The remaining provisions continue in full force and effect.
20.6 Relationship of Parties
You and CSoft are independent contractors. These Terms don’t create any partnership, joint venture, agency, employment, or franchise relationship.
20.7 No Third-Party Beneficiaries
These Terms are for the benefit of you and CSoft only. No third party has any right to enforce any provision of these Terms.
20.8 Notices
For CSoft:
CSoft Solutions Sdn Bhd\
[N-13-13A, SS15 Courtyard (First Subang), Jalan SS 15/4G, SS15, 47500 Subang Jaya Selangor, Malaysia].
Email: [admin@csoft.my]
For You:
The address and email provided in your account
Notices are deemed received:
- If by email: when sent (if sent during business hours) or the next business day (if sent outside business hours);
- If by mail: 3 business days after posting;
- If by courier: upon delivery.
20.9 Language
These Terms are executed in English. If translated into other languages, the English version prevails in case of conflict.
20.10 Headings
Section headings are for convenience only and don’t affect interpretation.
20.11 Survival
Provisions that by their nature should survive termination will survive, including: ownership rights, usage data, no refunds, indemnification, liability limitations, confidentiality, intellectual property, governing law, and general provisions.
20.12 Counterparts
These Terms (and any Order Form) may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures are valid and binding.
21. DEFINITIONS AND INTERPRETATION
21.1 Definitions
In these Terms, unless the context otherwise requires:
“Applicable Laws and Regulations” means all applicable federal and state laws, statutes, enactments, acts of legislature, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives, circulars, codes of practice, and orders of any Regulatory Authority in Malaysia, including without limitation the Personal Data Protection Act 2010 (as amended), the Computer Crimes Act 1997, the Copyright Act 1987, the Communications and Multimedia Act 1998, and all other laws applicable to the provision and use of the Services.
“Authorised User” means your employees, agents, contractors, consultants, or other individuals whom you authorise to access and use the Services on your behalf, up to the number of user licences subscribed for under your Subscription Plan.
“Confidential Information” means all information, data, materials, analysis, reports, studies, technical specifications, business information, customer information, proprietary information, trade secrets, and other similar information disclosed by one party to the other in connection with this Agreement, whether in tangible or intangible form and however conveyed, including without limitation all information contained in or accessible through the CSoft System.
“CSoft System” or “System” means CSoft’s proprietary cloud-based software application platform, including all ready-made modules, databases, features, functionality, interfaces, documentation, and related services provided by CSoft, accessible via web browser, mobile application, or API.
“Data” means all data, information, content, and materials contained in, generated by, or accessible through the CSoft System, including without limitation database records, transaction data, property data, market data, statistical information, and analytical outputs, but excluding Your Content.
“Documentation” means CSoft’s user guides, manuals, technical documentation, API documentation, and other materials provided by CSoft relating to the use of the Services.
“Intellectual Property Rights” means all intellectual property rights of any nature whatsoever, including without limitation patents, utility innovations, trademarks, service marks, trade names, domain names, copyrights, moral rights, database rights, design rights, trade secrets, know-how, confidential information, and all other proprietary rights, whether registered or unregistered, and all applications for registration and rights to apply for registration of any of the foregoing, anywhere in the world.
“Order Form” means the order form, subscription form, or other ordering document executed between you and CSoft that specifies your Subscription Plan, Agreed Fees, Subscription Term, and other commercial terms.
“Personal Data” has the meaning ascribed to it in the Personal Data Protection Act 2010 of Malaysia.
“Regulatory Authority” means any governmental, statutory, regulatory, or administrative body, authority, agency, commission, tribunal, court, or entity having jurisdiction over the parties or the subject matter of this Agreement.
“Services” means the CSoft System, the Data, the Documentation, and all other services, features, functionality, content, and materials provided by CSoft under these Terms, whether accessed via web application, mobile application, or API.
“Subscription Fees” or “Agreed Fees” means the fees payable by you for the Services as set forth in the Order Form or as otherwise agreed in writing between the parties.
“Subscription Plan” means the specific service package, tier, or plan to which you subscribe, which may include limitations on the number of Authorised Users, modules accessible, data coverage, API calls, storage capacity, or other usage parameters.
“Subscription Term” or “Term” means the initial subscription period specified in the Order Form, and any renewal terms thereafter, during which you are authorised to access and use the Services.
“Your Content” means all information, data, files, documents, records, materials, and content, in any form or medium, that you or your Authorised Users upload to, input into, create within, or otherwise make available through the CSoft System.
21.2 Interpretation
In these Terms, unless the context otherwise requires:
- References to “Ringgit Malaysia”, “RM”, or “MYR” are references to the lawful currency of Malaysia;
- References to any statute, enactment, or regulation shall include references to any amendment, modification, re-enactment, or replacement thereof from time to time;
- Headings are for convenience only and shall not affect the interpretation of these Terms;
- Words importing the singular shall include the plural and vice versa, and words importing a gender shall include all genders;
- References to “writing” or “written” include email and other electronic communications unless expressly stated otherwise;
- The words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”;
- References to “Clauses”, “Sections”, and “Schedules” are references to clauses, sections, and schedules of these Terms unless otherwise stated.
SCHEDULE 1: DEFINITIONS OF CSOFT MODULES
The CSoft System includes the following ready-made modules to support users in digitising their workflows and accessing databases:
1. User Login & Management Module – User authentication, role-based access control, multi-company support, and account management features.
2. Case Registry Management Module – Create, edit, search, and track cases with status workflows, file attachments, real-time chat, and reporting capabilities.
3. Indication Management Module – Manage valuation quotes and requests with property valuation calculations, decline functionality, change history, and integration with external platforms.
4. New Instruction Management Module – Receive and process instructions from external platforms with status workflows and file attachment support.
5. Malaysia Property Sale Search Module – Access Malaysian property transaction database with sales transactions, rental transactions, statistical analysis, and comparable property selection.
6. Report Templates Module – Create and manage valuation report templates with photo management, building details, and professional report generation.
7. Valuation Xchange (VX) Integration Module – External platform integration with webhook support for real-time updates and Azure AD B2C authentication.
8. Organization Contacts Module – Contact database management with bank association and import/export capabilities.
9. Notifications & Alerts Module – Real-time push notifications for indications, instructions, status changes, and chat messages.
10. Chat & Messaging Module – Real-time messaging system with attachments, read/unread tracking, and thread management.
11. Dashboard & Analytics Module – Overview of active cases, outstanding cases, completed cases, and performance statistics.
12. Setup & Configuration Module – Comprehensive system configuration including organization setup, property configuration, workflow configuration, and feature flags.
13. Logging & Audit Trail Module – System logs, search activity logs, field-level change tracking, and user action tracking.
14. Reporting & Printing Module – Professional report generation in multiple formats with template-based design.
15. Mobile & API Support Module – Mobile application support and RESTful API for all features with authentication.
16. Advanced Search Module – Multi-criteria search with filters, pagination, and optimised performance.
17. Security & Compliance Module – Multi-tenant data isolation, role-based access control, session management, and HTTPS enforcement.
The specific modules included in your Subscription Plan and any limitations on features or functionality shall be as set forth in the Order Form.